EMERGING VISION INC
EXHIBIT 10.118 - BALFOUR WARRANT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>balfourwrt.txt
<DESCRIPTION>EXHIBIT 10.118 - BALFOUR WARRANT
<TEXT>
                                   EXHIBIT A

     The  securities  represented  by this  Certificate  (including  the Warrant
Shares  described  below) have not been  registered  under the Securities Act of
1933, as amended (the "Securities Act"). These securities have been acquired for
investment  purposes  only and not with a view to  distribution,  and may not be
sold,  transferred,  pledged or  hypothecated  in the  absence  of an  effective
registration statement for such securities under the Securities Act or unless in
the opinion of counsel for the holder of this  certificate  such  transaction is
exempt from the registration requirements of the Securities Act.


                              Emerging Vision, Inc.

                        WARRANT CERTIFICATE AND AGREEMENT


                           Dated as of April 26, 2001


                        Warrants to Purchase Common Stock


     Emerging  Vision,  Inc., a New York  corporation  (the  "Company"),  hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby  acknowledged,  Balfour Investors  Incorporated,  a New York
corporation  ("Balfour"),  or registered  assigns,  is the  registered  owner of
425,063 warrants (each, a "Warrant" and, collectively,  the "Warrants"), each of
which will entitle the registered owner thereof at any time after the applicable
Vesting  Date to purchase one share,  as adjusted  from time to time as provided
herein,  of Common Stock (each such purchased  share being a "Warrant Share" and
all such shares being the "Warrant Shares"), at the exercise price of $ 0.01 per
share (as adjusted from time to time as provided herein,  the "Exercise  Price")
on or before  January  26,  2008 (the  "Expiration  Date"),  all  subject to the
following terms and conditions  (including the termination  provisions set forth
in Section 16):


     SECTION 1. Certain Definitions.  As used in this Warrant  Certificate,  the
following terms have the respective meanings set forth below:

     "Affiliate"  of any  Person  or entity  means  any  other  Person or entity
directly or  indirectly  controlling,  controlled by or under direct or indirect
common control with such Person or entity, any member of the immediate family of
such  Person,  or  any  officer,   director,   employee,   agent  or  authorized
representative of such entity.

     "Common  Stock" shall mean shares of the common  stock of the Company,  par
value $.01 per share.



                                        1

<PAGE>

     "Date of Exercise" of any Warrant  shall mean the date on which the Company
shall have received both: (i) the original of this Warrant Certificate, with the
Form of Election to Purchase  attached hereto  appropriately  filled in and duly
signed; and (ii) payment of the Exercise Price in cash for such Warrant.

     "Divisions" shall mean the Sterling  Optical,  Insight Laser and Ambulatory
Surgery Center divisions/subsidiaries of the Company.

     "EBITDA"  shall  mean,  with  respect  to any  Vesting  Year,  consolidated
earnings before interest,  taxes, depreciation and amortization of the Divisions
for such Vesting Year, determined in accordance with GAAP,  consistently applied
with  respect to such  Vesting  Year.  EBITDA  shall  exclude (i)  reversals  of
reserves  (income)  established  in connection  with the Company's  discontinued
operations;  (ii) reversals of reserves (income)  established in connection with
allowances  for doubtful  accounts;  (iii)  non-cash  charges  related to equity
securities  (i.e.  warrants and options);  and (iv) non-cash gains (income) from
sales of Company assets.

     "Form of Assignment"  shall mean the form of Assignment of Warrant attached
to this Warrant Certificate.

     "Form of Election to Purchase"  shall mean the form of Election to Purchase
attached to this Warrant Certificate.

     "GAAP" shall mean generally  accepted  accounting  principles of the United
States  set forth in the  Opinions  of the  Accounting  Principles  Board of the
American  Institute of Certified  Public  Accountants  and in  statements by the
Financial  Accounting  Standards  Board or in such other statement by such other
entity as may be approved by a significant segment of the accounting profession;
and the requisite  that such  principles be applied on a consistent  basis shall
mean that the accounting  principles observed in a current period are comparable
in all material respects to those applied in a preceding period.

     "Person"  shall mean an  individual,  a  partnership,  a joint  venture,  a
corporation,   a  limited   liability   company,   a  trust,  an  unincorporated
organization  or a government or any  department or agency  thereof or any other
entity.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Vesting Date" shall have the meaning set forth in Section 4(a).

     "Vesting  Year"  shall mean each of the years  ending  December  31,  2001,
December 31, 2002, December 31, 2003 and December 31, 2004.

     "Warrant  Certificate"  shall mean this Warrant  Certificate  and Agreement
including all exhibits and attachments.


                                        2

<PAGE>


     SECTION 2.  Registration.  The Company  shall  register  each  Warrant upon
records to be  maintained  by the  Company  for that  purpose in the name of the
record  holder of such Warrant from time to time.  Subject to the  provisions of
Section 3 hereof,  the Company may deem and treat the registered  holder of each
Warrant as the absolute  owner thereof for the purpose of any exercise  thereof,
any distribution to the holder thereof and for all other purposes.


     SECTION 3. Transfers and Exchanges of Warrants and Warrant Shares.

     (a) Registration of Transfers and Exchanges. Subject to: (i) the provisions
of the last sentence of  Subsection  3(c) below;  and (ii) the  Company's  prior
receipt of an opinion of counsel (in form and substance reasonably  satisfactory
to it)  indicating  that such  transfer is permitted  under the  Securities  Act
and/or any other  applicable  state  securities laws, the Company shall register
the transfer of any Warrants  upon records to be  maintained  by the Company for
that purpose upon  surrender of the original of this Warrant  Certificate,  with
the Form of Assignment attached hereto duly filled in and signed, to the Company
at  the  office  specified  in or  pursuant  to  Section  4(d).  Upon  any  such
registration of transfer, a new Warrant  Certificate,  in substantially the form
of this Warrant  Certificate,  evidencing the Warrants so  transferred  shall be
issued  to the  transferee  and a new  Warrant  Certificate,  in  similar  form,
evidencing the remaining Warrants not so transferred, if any, shall be issued to
the then registered holder thereof.

     (b)  Warrants  Exchangeable  for  Different  Denominations.   This  Warrant
Certificate is  exchangeable,  upon the surrender hereof by the holder hereof at
the office of the Company  specified in or pursuant to Section 4(d),  for one or
more new Warrant  Certificates,  each in substantially  the form of this Warrant
Certificate,  evidencing  in the  aggregate  the right to purchase the number of
Warrant Shares which may then be purchased  hereunder,  each of such new Warrant
Certificates to be dated the date of such exchange and to represent the right to
purchase  such number of Warrant  Shares as shall be  designated  by said holder
hereof at the time of such surrender.

     (c)  Transferability.  Subject to the first sentence of Section 3(a) above,
the last  sentence of this  Section  3(c) and to  restrictions  contained in the
Securities  Act and any  applicable  state  securities or "blue sky" laws,  each
Warrant represented by this Warrant Certificate is transferrable, in whole or in
part,  at the option of the  holder  hereof  when this  Warrant  Certificate  is
surrendered, together with the Form of Assignment attached hereto duly filled in
and  signed,  at the office of the Company  specified  in or pursuant to Section
4(d).  Upon such  surrender the Company  shall issue new Warrant  Certificate(s)
pursuant  to Section  3(a).  Notwithstanding  the  foregoing,  no Warrant may be
transferred  by  Balfour,  other  than to its  Affiliates,  each of whom will be
thereafter restricted (prohibited) from further transferring the same.



                                        3

<PAGE>



     SECTION 4. Vesting, Duration and Exercise of Warrants.


     (a)  Vesting  Requirements.   Notwithstanding   anything  to  the  contrary
contained  herein,  Warrants may be exercised  only after they have vested.  The
Warrants shall vest as follows:

     (i) Warrants (the "Tranche A Warrants") to purchase 139,573 of Common Stock
shall vest the first time the Divisions  generate EBITDA of at least  $1,000,000
for a Vesting Year;

     (ii)  Warrants (the  "Tranche B Warrants")  to purchase  139,573  shares of
Common Stock shall vest the first time the Divisions generate EBITDA of at least
$2,000,000 for a Vesting Year;

     (iii)  Warrants (the "Tranche C Warrants")  to purchase  145,917  shares of
Common Stock shall vest the first time the Divisions have generated EBITDA of at
least $3,000,000 for a Vesting Year; and

     (iv) Any  Warrants  which have  failed to vest as of the end of the Vesting
Year ending December 31, 2004 shall be and become void and of no value.

     Warrants which vest as a result of achieving the  applicable  EBITDA target
for a given  Vesting  Year shall be deemed to have  vested as of the date of the
Company's  filing,  with the Securities and Exchange  Commission,  of its Annual
Report on Form 10-K for the Vesting Year in question (the "Vesting  Date").  For
the avoidance of doubt,  each Tranche of Warrants may only vest one time and the
aggregate number of Warrants  hereunder shall not exceed the number set forth in
the Preamble of this Warrant Certificate.

     (b) Exercise. Vested Warrants shall be exercisable by the registered holder
thereof on any  business day before 5:00 P.M.,  Eastern  Standard  Time,  on the
Expiration  Date. At 5:00 P.M.,  Eastern  Standard Time, on the Expiration Date,
each  Warrant not  exercised  prior  thereto  shall be and become void and of no
value.

     (c) Subject to the  provisions of this Warrant  Certificate,  including the
vesting requirements of Section 4(a) and the adjustments to the number of Warran
Shares  issuable on the  exercise  of each  Warrant  and to the  Exercise  Price
pursuant to Section 8, the holder of each Warrant on or prior to the  Expiration
Date shall have the right to purchase from the Company (and the Company shall be
obligated to issue and sell to such holder of a Warrant) at the  Exercise  Price
one fully paid Warrant Share which is non-assessable.

     (d) Upon surrender of this Warrant  Certificate,  with the Form of Election
to  Purchase  duly  filled in and  signed,  to the Company at its office at 1500
Hempstead  Turnpike,  East Meadow,  New York 11554, (to the attention of each of
its General Counsel and CFO) or at such other address as the Company may specify
in writing to the then  registered  holder of the  Warrants,  and payment of the
Exercise Price multiplied by the number of Warrant Shares then issuable upon


                                        4

<PAGE>

exercise of the  Warrants  being  exercised  in lawful  money of the United
States of America, all as specified by the holder of this Warrant Certificate in
the Form of Election to Purchase,  the Company shall promptly issue and cause to
be  delivered  to or upon the  written  order of the  registered  holder of such
Warrants,  and in such name or names as such registered holder may designate,  a
certificate  for the Warrant  Shares issued upon such exercise of such Warrants.
Any person so  designated  to be named  therein  shall be deemed to have  become
holder of  record of such  Warrant  Shares  as of the Date of  Exercise  of such
Warrants.

     (e)  The  Warrants   evidenced  by  this  Warrant   Certificate   shall  be
exercisable,  either as an entirety or for a portion thereof,  from time to time
after the applicable  Vesting Date, for only the number of Warrants evidenced by
this Warrant  Certificate.  If less than all of the  Warrants  evidenced by this
Warrant  Certificate  are exercised at any time, the Company shall issue, at its
expense,  a new Warrant  Certificate,  in substantially the form of this Warrant
Certificate,  for the  remaining  number of Warrants  evidenced  by this Warrant
Certificate.

     SECTION 5.  Payment of Taxes.  The Company  will pay all transfer and stock
issuance taxes  attributable to the initial issuance,  only, of the Warrants and
the Warrant  Shares or the initial  issuance  or  delivery of  certificates  for
Warrant  Shares or other  securities  in respect of the Warrant  Shares upon the
exercise of Warrants,  provided  that the Company  shall not be obligated to pay
any  taxes  due or  payable  as a result of the  transfer  by the  holder of any
Warrants or Warrant Shares.

     SECTION  6.  Mutilated  or Missing  Warrant  Certificate.  If this  Warrant
Certificate shall be mutilated,  lost, stolen or destroyed,  upon request by the
registered  holder of the Warrants  the Company will issue,  in exchange for and
upon cancellation of the mutilated Warrant  Certificate,  or in substitution for
the lost, stolen or destroyed Warrant Certificate, a new Warrant Certificate, in
substantially  the  form  of  this  Warrant  Certificate,   of  like  tenor  and
representing the equivalent number of Warrants,  but, in the case of loss, theft
or  destruction,  only upon receipt of evidence  satisfactory  to the Company of
such loss, theft or destruction of this Warrant Certificate and, if requested by
the Company, indemnity also satisfactory to it.

     SECTION 7. Reservation and Issuance of Warrant Shares. (a) The Company will
at all  times  have  authorized,  and  reserve  and keep  available,  free  from
preemptive  rights,  for the purpose of enabling it to satisfy any obligation to
issue Warrant Shares upon the exercise of the Warrants,  the number of shares of
Warrant Shares deliverable upon exercise of the Warrants.  The Company will not,
however,  be  required  to cause any of the  Warrant  Shares to be listed  (upon
issuance or notice of issuance) on any stock exchanges.

     (b) Before  taking any action which could cause an  adjustment  pursuant to
Section 8 reducing the  Exercise  Price below the then par value (if any) of the
Warrant Shares, the Company will use its reasonable,  good faith efforts to take
any  corporate  action  which may be  necessary  in order that the  Company  may
validly and legally issue at the Exercise Price, as so adjusted,  Warrant Shares
that are fully paid and non-assessable.



                                        5

<PAGE>



     (c) The Company  covenants that all Warrant  Shares will,  upon issuance in
accordance with the terms of this Warrant  Certificate,  be (i) duly authorized,
fully  paid and  nonassessable,  (ii) free from all taxes  with  respect  to the
issuance thereof and from all liens,  charges and security  interests created by
the Company, and (iii) subject only to the restrictions on transfer contained in
the Securities Act,  applicable  state securities or "blue sky" laws and Section
3(c), freely transferrable.

     SECTION 8.  Adjustments  of  Exercise  Price and  Number of Warrant  Shares
Deliverable.


     8.1 The number of Warrant  Shares  purchaseable  upon the  exercise of this
Warrant and the  Exercise  Price with  respect to such  Warrant  Shares shall be
subject to adjustment as follows:

     (a)  In  case  the  Company  shall:  (i)  declare  a  dividend  or  make  a
distribution  on its Common Stock payable in shares of its capital  stock;  (ii)
subdivide  its  outstanding  shares  of  Common  Stock  through  stock  split or
otherwise;  or (iii)  combine  its  outstanding  shares of Common  Stock  into a
smaller  number of shares of Common  Stock,  the number and/or nature of Warrant
Shares purchasable upon exercise of this Warrant immediately prior thereto shall
be adjusted so that the holder of this Warrant  shall be entitled to receive the
kind and number of Warrant  Shares or other  securities  of the Company which it
would have owned or have been  entitled to receive after the happening of any of
the events described above, had this Warrant been exercised immediately prior to
the  happening  of such  event or any  record  date  with  respect  thereto.  An
adjustment   made  pursuant  to  this  paragraph  (a)  shall  become   effective
retroactively as of the record date of such event.

     (b) In case of any  reclassification,  capital  reorganization or change in
the Common Stock (other than as a result of a subdivision,  combination or stock
dividend  provided for in Section  8.1(a)  above),  then, as a condition of such
reclassification,  reorganization or change, lawful provision shall be made, and
duly executed  documents  evidencing  the same from the Company or its successor
shall be  delivered to the holder,  so that the holder shall have the right,  at
any time prior to the Expiration Date of the Warrants,  to purchase,  at a total
price equal to that payable upon the exercise of this Warrant  Certificate,  the
kind and amount of shares of stock and other securities and property  receivable
in connection with such  reclassification,  reorganization or change by a holder
of the same number of shares of Common Stock as were  purchasable  by the holder
immediately  prior to such  reclassification,  reorganization  or change. In any
such case,  appropriate  provisions shall be made with respect to the rights and
interests  of the  holder so that the  provisions  hereof  shall  thereafter  be
applicable with respect to any shares of stock or other  securities and property
deliverable upon the exercise hereof, and appropriate  adjustments shall be made
to the  Exercise  Price per share  payable  hereunder,  provided  the  aggregate
purchase  price shall  remain the same.  Any  adjustment  made  pursuant to this
paragraph (b) shall become effective retroactively as of the record date of such
event.

     (c) Whenever the number of Warrant Shares  purchasable upon the exercise of
this  Warrant is adjusted,  as provided in this Section 8.1, the Exercise  Price
with  respect to the  Warrant  Shares  shall be  adjusted  by  multiplying  such
Exercise Price immediately prior to such adjustment by a fraction, the numerator
of which shall be the number of Warrant Shares purchasable upon the


                                        6

<PAGE>

exercise of this Warrant immediately prior to such adjustment, and the
denominator of which shall be the number of Warrant Shares so purchasable
immediately thereafter.

     (d) When any  adjustment  is  required  to be made in the number or kind of
shares purchasable upon exercise of this Warrant,  or in the Exercise Price, the
Company  shall  promptly  notify  the  holder of such event and of the number of
shares of Common Stock or other  securities or property  thereafter  purchasable
upon exercise of this Warrant.

     8.2 No adjustment in the number of Warrant  Shares  purchasable  under this
Warrant,  or in the Exercise Price with respect to the Warrant Shares,  shall be
required  unless  such  adjustment  would  require an increase or decrease of at
least 1% in the number of Warrant  Shares  issuable  upon the  exercise  of this
Warrant,  or  in  the  Exercise  Price  thereof;  provided,  however,  that  any
adjustments  which,  by reason of this Section 8.2, are not required to be made,
shall be carried  forward and taken into account in any  subsequent  adjustment.
All final  results  of  adjustments  to the  number of  Warrant  Shares  and the
Exercise Price thereof shall be rounded to the nearest one thousandth of a share
or the nearest cent, as the case may be.

     SECTION 9. No Stock Rights. No holder of this Warrant Certificate, as such,
shall be entitled  to vote or be deemed the holder of Common  Stock or any other
securities  of the Company  which may at any time be  issuable  on the  exercise
hereof,  nor shall  anything  contained  herein be  construed to confer upon the
holder of this Warrant Certificate,  as such, the rights of a stockholder of the
Company or the right to vote for the  election of  directors  or upon any matter
submitted to stockholders at any meeting thereof, or give or withhold consent to
any corporate action or to receive notice of meetings or other actions affecting
stockholders   (except  as  provided   herein),   or  to  receive  dividends  or
subscription  rights or  otherwise,  until the Date of Exercise of any  Warrants
shall have occurred.

     SECTION 10. Fractional  Shares.  The Company shall not be required to issue
fractions of shares of Common Stock upon  exercise of Warrants or to  distribute
certificates  which  evidence  fractional  shares  of Common  Stock.  In lieu of
fractional  shares of Common Stock,  the Company shall pay to the then holder of
this Warrant Certificate (as of the Date of Exercise) an amount in cash equal to
the same  fraction  of the fair  market  value of the  shares  of  Common  Stock
calculated with respect to such Date of Exercise.

     SECTION   11.   Notices.   All   notices,   requests,   demands  and  other
communications  relating to this Warrant  Certificate  shall be in writing,  and
shall be  forwarded  by first  class mail,  return  receipt  requested,  postage
prepaid,  or by personal delivery  (including  deliveries by express,  overnight
courier service) addressed:  (a) if to the registered owner hereof, to it at the
address  furnished by the  registered  owner to the  Company;  and (b) if to the
Company,  to it at  1500  Hempstead  Turnpike,  East  Meadow,  New  York  11554,
Attention:  Secretary of the Company (with a copy to be simultaneously forwarded
to the attention of the Company's  General  Counsel) or to such other address as
any party shall notify the other party in writing,  and shall be  effective,  in
the case of written  notice by mail,  three days after  placement into the mails
(first class,  postage prepaid),  and in the case of personal  delivery,  on the
same day as receipt is confirmed.


                                        7

<PAGE>

     SECTION 12. Binding Effect.  This Warrant Certificate shall be binding upon
and inure to the sole and exclusive  benefit of the Company,  its successors and
assigns,  the registered holder or holders from time to time of the Warrants and
the Warrant Shares.

     SECTION 13. Survival of Rights and Duties.  This Warrant  Certificate shall
terminate  and be of no further  force and  effect on the  earlier of 5:00 P.M.,
Eastern  Standard Time, on the  Expiration  Date or the date on which all of the
Warrants  have been  exercised,  except that the  provisions  of Section 3 shall
continue in full force and effect after such termination date.

     SECTION 14. Governing Law. This Warrant  Certificate  shall be construed in
accordance  with and  governed  by the  internal  laws of the  State of New York
(i.e., without regard to its conflicts of law rules).

     SECTION 15.  Counterparts.  This Warrant Certificate may be executed in two
or more counterparts which together shall constitute the same instrument.


     [The remainder of this page has been intentionally left blank.]



                                        8

<PAGE>



     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
executed by its officer thereunto duly authorized as of the date hereof.

                                    EMERGING VISION, INC.
                                    a New York corporation


                                    By:      /s/ George Papadopoulos
                                             --------------------------
                                             George D. Papadopoulos
                                             Senior Vice President and
                                             Chief Financial Officer



Accepted and agreed to this 2nd day of July, 2001.

BALFOUR INVESTORS INCORPORATED



By:     /s/ Jay Goldsmith
        ---------------------
        Name:  Jay Goldsmith
        Title: President



                                        9

<PAGE>



                          FORM OF ELECTION TO PURCHASE


     (To Be  Executed  by the  holder of  Warrants  if such  holder  Desires  to
Exercise Warrants Evidenced by the Foregoing Warrant Certificate)


To Emerging Vision, Inc.:

     The  undersigned  hereby  irrevocably  elects  to  exercise   _____________
Warrants  evidenced by the foregoing  Warrant  Certificate  for, and to purchase
thereunder,  ___________________  full  shares of  Common  Stock  issuable  upon
exercise of said Warrants, hereby delivers to the Company a check, in the amount
of $_________  (as provided for in the foregoing  Warrant  Certificate)  and any
applicable   taxes  payable  by  the   undersigned   pursuant  to  such  Warrant
Certificate.

     The undersigned requests that certificates for such shares be issued in the
name of


                                                   PLEASE INSERT SOCIAL SECURITY
                                                   OR TAX IDENTIFICATION NUMBER

-------------------------------                    ---------------------------
(Please print name and address)                    ---------------------------

-------------------------------------------------------------------------------


     If said number of Warrants  shall not be all the Warrants  evidenced by the
foregoing  Warrant  Certificate,  the  undersigned  requests  that a new Warrant
Certificate  evidencing  the  Warrants not so exercised be issued in the name of
and delivered to

-----------------------------------------------------------------
                         (Please print name and address)
-----------------------------------------------------------------

Name of holder of Warrant (Print):        -------------------------------------

(By:)                                     -------------------------------------

(Title:)                                  -------------------------------------

Dated:        , 20


                                       10

<PAGE>


                               FORM OF ASSIGNMENT


     FOR  VALUE  RECEIVED,   ___________________________________  hereby  sells,
assigns and  transfers to each assignee set forth below all of the rights of the
undersigned in and to the number of Warrants (as defined in and evidenced by the
foregoing Warrant  Certificate) set opposite the name of such assignee below and
in and to the foregoing  Warrant  Certificate  with respect to said Warrants and
the shares of Common Stock issuable upon exercise of said Warrants:


Name of Assignee             Address                       Number of Warrants
--------------------         ------------------------      --------------------




     If the total of said  Warrants  shall not be all the Warrants  evidenced by
the foregoing Warrant  Certificate,  the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so assigned be issued in the name of and
delivered to the undersigned.

                           Name of
                           holder of Warrant (Print):
                                                      -----------------------


Dated:       , 20





                                       11

<PAGE>


                                   EXHIBIT B
                                   ---------

     THE SHARES OF COMMON STOCK  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
REGISTERED  UNDER,  AND ARE  RESTRICTED  SECURITIES  WITHIN THE  MEANING OF, THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR
OTHERWISE  DISPOSED  OF  EXCEPT  IN  ACCORDANCE  WITH SUCH ACT AND THE RULES AND
REGULATIONS  PROMULGATED  THEREUNDER  AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS.  THE  ISSUER  OF  THESE  SECURITIES  WILL  NOT  TRANSFER  SUCH
SECURITIES  EXCEPT UPON RECEIPT OF EVIDENCE  SATISFACTORY TO THE ISSUER THAT THE
REGISTRATION  PROVISIONS  OF SUCH ACT HAVE BEEN  COMPLIED  WITH OR AN OPINION OF
COUNSEL TO THE  EFFECT  THAT SUCH  REGISTRATION  IS NOT  REQUIRED  AND THAT SUCH
TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

<PAGE>

                                    EXHIBIT C

                    PIGGY-BACK REGISTRATION RIGHTS AGREEMENT

     This Piggy-Back  Registration Rights Agreement (the "Agreement"),  dated as
of June 11, 2001, is entered into by and between  EMERGING  VISION,  INC., a New
York corporation (the "Company") and BALFOUR INVESTORS INCORPORATED,  a New York
corporation (the "Investor").

                                    RECITALS

     A The Company is this day issuing to the  Investor an  aggregate of 209,359
shares  (collectively,  the "Shares") of the Company's  Common Stock,  par value
$.01 per share (the "Common  Stock");  and

     B.  It is a  condition  to the  Company's  issuance  of the  Shares  to the
Investor that the parties hereto enter into this Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained in this Agreement, the parties hereto do hereby agree as follows:

     Section 1. Certain  Definitions.  As used in this Agreement,  the following
terms shall have the following respective meanings:

     1.1 "Commission" means the Securities and Exchange Commission, or any other
Federal agency at the time administering the Securities Act;

     1.2 "Common  Stock" means the Company's  Common  Stock,  par value $.01 per
share;

     1.3 "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
or  any  successor  Federal  statute,  and  the  rules  and  regulations  of the
Commission issued thereunder, as they each may, from time to time, be in effect;

     1.4 "Qualified  Secondary  Public  Offering"  means the first  underwritten
public offering  hereafter  consummated by the Company with respect to shares of
its Common Stock to be sold by the Company therein, all pursuant to an effective
registration under the Securities Act;

     1.5 "Registrable  Shares" means: (i) the Shares;  and (ii) any other shares
of Common  Stock of the  Company  issued in respect of the Shares  described  in
clause (i) above (because of stock splits,  stock dividends,  reclassifications,
recapitalizations,  or similar events); provided, however, that shares of Common
Stock that are Registrable  Shares shall cease to be Registrable Shares (x) upon
any sale thereof pursuant to a Registration Statement, Section 4(l) of

                                       1

<PAGE>

the  Securities  Act or Rule 144 under  the  Securities  Act,  (y) when the
Investor  is  eligible  to  sell,  transfer  or  otherwise  convey  all of  such
Investor's  Registrable  Shares pursuant to Rule 144 under the Securities Act in
any 3  month  period,  or  (z)  upon  any  sale,  in any  manner,  of any of the
Registrable Shares by the Investor, to any other person or entity;

     1.6  "Registration  Expenses"  means the  expenses  described  in Section 4
hereof;

     1.7  "Registration  Statement"  means a registration  statement on Form S-1
filed by the  Company  with the  Commission  for a  Qualified  Secondary  Public
Offering of the Common Stock of the Company; and

     1.8 "Securities  Act" means the Securities Act of 1933, as amended,  or any
successor  Federal  statute,  and the rules and  regulations  of the  Commission
issued thereunder, as they each may, from time to time, be in effect.

     Section 2. Piggy-Back Registration.

     2.1 Whenever the Company proposes to file (but without any obligation to do
so) a Registration  Statement in connection  with a Qualified  Secondary  Public
Offering of shares of its Common  Stock,  at any time and from time to time,  it
will, prior to such filing, give written notice to the Investor of its intention
to do so and,  upon the written  request of the  Investor  given  within 20 days
after the Company  provides such notice,  the Company  shall use its  reasonable
good faith  efforts to cause all  Registrable  Shares (that the Company has been
requested to register by the Investor) to be registered under the Securities Act
to the extent  necessary to permit their sale;  provided  that the Company shall
have the right to postpone or withdraw  any  registration  effected  pursuant to
this Section 2 without obligation to the Investor.

     2.2 In connection with any Qualified  Secondary  Public Offering under this
Section 2, the Company shall not be required to include any  Registrable  Shares
in such  underwriting  unless the Investor accepts the terms of the underwriting
as agreed upon  between the Company and the  underwriter(s)  selected by it, and
then  only in such  quantity  as will  not,  in the good  faith  opinion  of the
underwriter(s),  jeopardize  the success of the offering by the Company.  If, in
the opinion of the managing  underwriter,  the  registration of all, or part of,
the  Registrable  Shares that the  Investor has  requested to be included  would
materially and adversely affect such public offering,  then the Company shall be
required to include in the underwriting only that number of Registrable  Shares,
if any, that the managing underwriter in good faith believes may be sold without
causing such adverse effect.

     Section 3. Registration Procedures. If and whenever the Company is required
by the provisions of this Agreement to use its reasonable, good faith efforts to
effect the  registration of any of the  Registrable  Shares under the Securities
Act, the Company shall:

     3.1 include the  Registrable  Shares in the  Registration  Statement  to be
prepared and filed with the Commission and use its reasonable good faith efforts
to cause that Registration

                                        2
<PAGE>



Statement  to become and remain  effective  for the  earlier of 180 days or
until the completion of the distribution;  provided,  however,  that the Company
shall have the right to postpone or withdraw any such registration, at any time,
without obligation to the Investor;

     3.2 as soon as is reasonably possible, prepare and file with the Commission
any amendments and supplements to the Registration  Statement and the prospectus
included  in the  Registration  Statement  as  may  be  necessary  to  keep  the
Registration  Statement  effective,  and  comply  with  the  provisions  of  the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement;

     3.3 as  soon  as is  reasonably  possible,  furnish  to the  Investor  such
reasonable numbers of copies of the Registration  Statement,  each amendment and
supplement thereto, and the prospectus and preliminary prospectus (included as a
part thereof), in conformity with the requirements of the Securities Act;

     3.4 as soon as is  reasonably  possible,  use its  reasonable,  good  faith
efforts  to  register  or  qualify  the   Registrable   Shares  covered  by  the
Registration  Statement  under the securities or Blue Sky laws of such states as
the Investor shall reasonably request; provided, however, that the Company shall
not be required,  in  connection  with this Section 3.4, to qualify as a foreign
corporation  or  execute  a  general  consent  to  service  of  process  in  any
jurisdiction;

     3.5 enter into,  with the managing  underwriter(s)  of such  offering,  and
perform its obligations under, the underwriting agreement (to be entered into in
connection  therewith),  in such form as shall be acceptable to the Company,  in
its sole and absolute  discretion,  it being  understood that the Investor shall
also be required to enter into and perform its obligations under such agreement;

     3.6 notify the Investor (at any time when a prospectus  relating thereto is
required to be delivered under the Securities Act) of the happening of any event
as a result of which the prospectus included in such Registration  Statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing; and

     3.7 if the Company has delivered  preliminary or final  prospectuses to the
Investor and, after having done so, the prospectus is amended to comply with the
requirements  of the  Securities  Act,  the Company  shall  promptly  notify the
Investor and, if requested,  the Investor shall  immediately cease making offers
of  Registrable  Shares and return all  prospectuses  to the Company;  provided,
however,  that the Company  shall  thereafter  provide the Investor with revised
prospectuses in substitution thereof.

     Section 4.  Allocation of Expenses.  The Company will pay all  Registration
Expenses (as defined below) of the registration  required of it pursuant to this
Agreement . For purposes of this Section, the term "Registration Expenses" shall
mean all expenses incurred by the Company in

                                        3

<PAGE>

complying  with  its   registration   obligations   under  this  Agreement,
including,  without  limitation,  all  registration  and filing  fees,  exchange
listing  fees,  printing  expenses,  fees and  disbursements  of counsel for the
Company,  only, state Blue Sky fees and expenses, and the expense of any special
audits  incident  to  or  required  by  any  such  registration,  but  excluding
underwriting  discounts,  selling  commissions  and the fees and expenses of the
Investor's own counsel.

     Section  5.   Indemnification  and  Contribution.   In  the  event  of  any
registration of any of the Registrable  Shares under the Securities Act pursuant
to this  Agreement,  the Company will  indemnify  and hold harmless the Investor
(including  any member,  partner,  officer or director  of the  Investor),  each
underwriter  of such  Registrable  Shares,  and each other  person,  if any, who
controls the Investor or such  underwriter  within the meaning of the Securities
Act or the Exchange Act,  against any losses,  claims,  damages or  liabilities,
joint or several, to which the Investor,  such underwriter or controlling person
may become subject under the Securities Act, the Exchange Act, state  securities
or Blue Sky laws or  otherwise,  insofar  as such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged untrue  statement of any material fact contained in
any Registration  Statement under which such Registrable  Shares were registered
under  the  Securities  Act,  any  preliminary  prospectus  or final  prospectus
constituting  a  part  of  such  Registration  Statement,  or any  amendment  or
supplement to such Registration Statement, or arise out of or are based upon the
omission  or alleged  omission  to state a material  fact  required to be stated
therein or necessary to make the statements contained therein not misleading, or
any  violation or alleged  violation by the Company of the  Securities  Act, the
Exchange Act, any state  securities  law or any rule or  regulation  promulgated
under the  Securities  Act,  the Exchange  Act or any state  securities  laws in
connection with the offering  covered by such  Registration  Statement;  and the
Company will reimburse the Investor,  such underwriter and each such controlling
person for any legal or any other expenses  reasonably incurred by the Investor,
such  underwriter  or controlling  person in connection  with  investigating  or
defending any such loss, claim,  damage,  liability or action,  promptly as such
expenses are incurred; provided, however, that the Company will not be liable in
any such case to the  extent  that any such  loss,  claim,  damage or  liability
arises out of or is based upon any untrue  statement  or  omission  made in such
Registration  Statement,  preliminary  prospectus  or  prospectus,  or any  such
amendment  or  supplement  thereto,  in  reliance  upon and in  conformity  with
information  furnished  to the  Company,  in  writing,  by or on  behalf  of the
Investor,  such  underwriter or controlling  person  specifically for use in the
preparation  thereof,  or to the  extent  that any such loss,  claim,  damage or
liability  arises  out  of the  Investor's  failure  to  deliver  a copy  of the
prospectus or any amendment or supplement thereto.

     In the event of any registration of any of the Registrable Shares under the
Securities Act pursuant to this Agreement,  the Investor will indemnify and hold
harmless the Company,  each of its directors and officers,  each underwriter and
each person, if any, who controls the Company or any such underwriter within the
meaning of the Securities Act or the Exchange Act,  against any losses,  claims,
damages or liabilities,  joint or several, to which the Company,  such directors
and officers,  underwriter,  or controlling  person may become subject under the
Securities  Act,  Exchange Act, state  securities or Blue Sky laws or otherwise,
insofar as

                                        4

<PAGE>



such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue  statement or alleged untrue statement
of a material  fact  contained in any  Registration  Statement  under which such
Registrable  Shares were  registered  under the Securities  Act, any preliminary
prospectus  or  final  prospectus  constituting  a  part  of  such  Registration
Statement,  or any  amendment or supplement to the  Registration  Statement,  or
arise out of or are based  upon any  omission  or  alleged  omission  to state a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading;  and the Investor  will  reimburse  the Company for any
legal or any other  expenses  reasonably  incurred by the Company in  connection
with  investigating  or defending  any such loss,  claim,  damage,  liability or
action, promptly as such expenses are incurred, if the statement or omission was
made in reliance upon and in conformity with information furnished in writing to
the Company by or on behalf of the Investor,  specifically for use in connection
with the preparation of such Registration  Statement,  prospectus,  amendment or
supplement.

     Each  party  entitled  to   indemnification   under  this  Section  5  (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom;  provided,  that counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval  shall not be  unreasonably
withheld); and, provided,  further, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the  Indemnifying  Party of its
obligations  under this  Agreement,  except to the extent that the  Indemnifying
Party's  ability to defend  against  such claim or  litigation  is impaired as a
result of such failure to give notice.  The Indemnified Party may participate in
such defense at such party's expense;  provided,  however, that the Indemnifying
Party shall pay such expense if  representation of such Indemnified Party by the
counsel retained by the Indemnifying  Party would be inappropriate due to actual
or potential  differing  interests  between the Indemnified  Party and any other
party represented by such counsel in such proceeding.  No Indemnifying  Party in
the defense of any such claim or  litigation  shall,  except with the consent of
each  Indemnified  Party,  consent  to entry of any  judgment  or enter into any
settlement that does not include as an unconditional  term thereof the giving by
the  claimant  or  plaintiff  to such  Indemnified  Party of a release  from all
liability in respect of such claim or litigation, and no Indemnified Party shall
consent to entry of any judgment or settle such claim or litigation  without the
prior written consent of the Indemnifying  Party.  Each Indemnified  Party shall
furnish  such  information  regarding  itself  or the  claim in  question  as an
Indemnifying  Party may reasonably request in writing and as shall be reasonably
required in connection  with the defense of such claim and litigation  resulting
therefrom.

     In order to provide for just and equitable contribution in circumstances in
which the  indemnification  provided for in this Section 5 is due in  accordance
with its terms but for any reason is held to be  unavailable  to an  Indemnified
Party in respect to any  losses,  claims,  damages and  liabilities  referred to
herein,  then  the  Indemnifying  Party  shall,  in  lieu of  indemnifying  such
Indemnified Party,  contribute to the amount paid or payable by such Indemnified
Party as a result

                                        5

<PAGE>



of such losses,  claims,  damages or liabilities to which such party may be
subject in proportion  as is  appropriate  to reflect the relative  fault of the
Indemnifying  Party on the one hand and the  Indemnified  Party on the  other in
connection  with the  statements  or  omissions  that  resulted in such  losses,
claims,  damages  or  liabilities,  as  well  as any  other  relevant  equitable
considerations. The relative fault of the Indemnifying Party and the Indemnified
Party shall be  determined  by  reference  to, among other  things,  whether the
untrue or alleged  untrue  statement  of material  fact  related to  information
supplied by the  Indemnifying  Party or the  Indemnified  Party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such  statement or omission.  The Company and the Investor agree that it
would not be just and equitable if contribution  pursuant to this Section 5 were
determined by pro rata allocation or by any other method of allocation that does
not take account the equitable considerations referred to above. Notwithstanding
the provisions of this paragraph of this Section 5, in no case shall the Company
be liable and responsible for any amount in excess of the net proceeds  received
by it in such Qualified Secondary Public Offering;  provided,  however,  that no
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who was not guilty of such fraudulent  misrepresentation.  Any party entitled to
contribution  will,  promptly  after  receipt of notice of  commencement  of any
action,  suit or  proceeding  against such party or parties  under this Section,
notify such party or parties from whom such contribution may be sought,  but the
omission so to notify such party or parties from whom contribution may be sought
shall not  relieve  such  party  from any other  obligation  it or they may have
thereunder  or  otherwise  under  this  Section.  No party  shall be liable  for
contribution  with  respect to any action,  suit,  proceeding  or claim  settled
without its prior  written  consent,  which  consent  shall not be  unreasonably
withheld;  provided, however, that it shall not be unreasonable to withhold such
consent if no release is granted  in  connection  therewith  or if such  consent
would constitute an admission of guilt.

     Section 6.  Information by Holder.  The Investor shall promptly  furnish to
the Company such information regarding it and the distribution proposed by it as
the  Company  may  reasonably  request in writing  and as shall be  required  in
connection with any  registration,  qualification  or compliance  referred to in
this Agreement.

     Section 7. "Market Stand-Off" Agreement.  The Investor, if requested by the
Company and the managing  underwriter  of any such  Qualified  Secondary  Public
Offering, shall agree not to sell or otherwise transfer or dispose of any of its
Registrable  Shares (not included in any such  Registration  Statement) or other
securities  of the Company held by the  Investor for a specified  period of time
determined by the Company and the underwriter (not to exceed 180 days) following
the effective date of a Registration Statement.

     Section 8. Selection of Underwriter.  The Company shall have the sole right
to designate the managing underwriter in any underwritten offering.

     Section 9. Successors and Assigns. Except as provided in Section 10 hereof,
the provisions of this Agreement shall be binding upon, and inure to the benefit
of, the respective successors and assigns of the parties hereto.

                                        6

<PAGE>



     Section  10.  Non-Trasnferability.  This  Agreement,  and  the  rights  and
obligations  of the  Investor  hereunder,  may not be assigned  by the  Investor
without  the prior  written  consent of the  Company,  in its sole and  absolute
discretion..

     Section 11. Miscellaneous.

     11.1 Entire  Agreement.  This Agreement  reflects and sets forth the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
subject  matter hereof and  supersedes  all prior  discussions,  agreements  and
understandings of any and every nature among them.

     11.2  Amendments  and Waivers.  This  Agreement  may not be amended  except
pursuant  to a  written  agreement  executed  by  each  of the  Company  and the
Investor.

     11.3 Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with, the internal laws of the State of New York (without  reference
to the choice of law or conflicts of law provisions thereof).

     11.4 Notices.  All notices,  requests,  consents,  and other communications
under this Agreement  shall be in writing and shall be deemed to have been given
when  delivered  personally to the  recipient,  one business day after they have
been sent to the  recipient  by reputable  overnight  courier  service  (charges
prepaid)  guaranteeing  next business day  delivery,  or two business days after
being sent by certified or registered mail,  return receipt  requested,  postage
prepaid. Such notices and other communications shall be addressed:

If to the Company, at

                           EMERGING VISION, INC.
                           1500 Hempstead Turnpike
                              East Meadow, New York 11554
                           FAX: 516-390-2150
                           Attention: General Counsel

If to the Investor, at

                           BALFOUR INVESTORS INCORPORATED
                           620 Fifth Avenue
                           New York, New York 10020
                           FAX: 212-265-8049
                           Attention: Jay Goldsmith


     Either party may give any notice,  request,  consent or other communication
under this  Agreement  using any other  means  (including,  without  limitation,
personal delivery, messenger service, telecopy,

                                        7

<PAGE>


first class mail or electronic mail), but no such notice, request,  consent
or other  communication shall be deemed to have been duly given unless and until
it is actually  received by the party for whom it is intended.  Either party may
change the address to which notices, requests,  consents or other communications
hereunder are to be delivered by giving the other party notice in the manner set
forth in this Section.

     11.5  Severability.  In case  any  provision  of this  Agreement  shall  be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining  provisions of this Agreement  shall not in any way be affected or
impaired thereby.

     11.6 Headings.  The section headings are for the convenience of the parties
and  in  no  way  alter,  modify,  amend,  limit  or  restrict  the  contractual
obligations of the parties.

         IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                                            COMPANY:
                                            EMERGING VISION, INC.

                                            By: /s/ George Papadopoulos
                                                -------------------------
                                            Name:  George Papadopoulos
                                            Title: SVP & CFO


                                            BALFOUR INVESTORS INCORPORATED
                                            By: /s/ Jay Goldsmith
                                                -------------------------
                                            Name:  Jay Goldsmith
                                            Title: President



                                        8



</TEXT>
</DOCUMENT>
