EMERGING VISION INC
EX 10.109 - AGREEMENT WITH BALFOUR INVESTORS, INC.
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EX 10.109 - AGREEMENT WITH BALFOUR INVESTORS, INC.
<TEXT>


November 7, 2000



Emerging Vision, Inc.
1065 Avenue of the Americas, 31st Floor
New York, New York 10018
Attention: Gregory T. Cook
President and Chief Executive Officer

Dear Mr. Cook:

         This  is  to  confirm  the  agreement  between  Emerging  Vision,  Inc.
(together  with its  subsidiaries,  collectively,  the  "Company")  and  Balfour
Investors  Incorporated  ("Balfour")  pursuant  to  which  Balfour  will  act as
financial  advisor to the  Company in  connection  with the  proposed  sale (the
"Sale") of  substantially  all of the  assets of the  Company's  (i)  ambulatory
surgery  center  located in Garden City, New York (the "Center") and (ii) retail
optical  division,  which operates  principally  under the trade names "Sterling
Optical" and "Site for Sore Eyes" (collectively, "Sterling Optical").

         During the term of our  engagement,  we will provide you with financial
advice and assistance in connection with the Sale, including:  (i) analyzing the
structure  of  the  Sale  of  the  Center  and   Sterling   Optical  and  making
recommendations  with respect  thereto;  (ii) providing advice and assistance in
reviewing and assessing the relative  merits of offers  received for each of the
Center and/or Sterling Optical from all offerees including,  but not limited to,
Dr. Robert Cohen and Dr. Alan Cohen or their permitted designees (together,  the
"Cohen Family");  (iii) negotiating with the Cohen Family, the terms of the Sale
of each of the  Center  and  Sterling  Optical;  and (iv)  rendering  advice and
assistance in  connection  with the  consummation  of any such sale to the Cohen
Family.

         The Company  will (and will request  that the Cohen  Family)  cooperate
reasonably  with Balfour in connection  with our financial  review and analysis,
and will (and will  request  that the Cohen  Family)  provide  Balfour with such
information  concerning the Company,  Sterling Optical and the Center as Balfour
reasonably  deems  necessary  for our financial  review and  analysis.  All such
information  provided by the Company  relating to the Sale will be complete  and
accurate and not misleading in any material respect,  and shall be kept strictly
confidential  by  Balfour  and not  used  for any  other  reason  other  than in
connection with Balfour's services provided hereunder.

         The  Company  agrees,  in  consideration  of  Balfour's  services to be
provided  to the  Company  pursuant  to this  agreement,  to issue  to  Balfour,
simultaneous with the execution of this agreement, an option to purchase 125,000
shares of the common  stock,  par value  $0.01 per share,  of the  Company  (the
"Common Stock")  pursuant to a Non-Qualified  Stock Option Agreement in the form
attached  hereto as  Exhibit A (the  "Option").  In the event that the Option is
cancelled or does not vest pursuant to the terms thereof,  the Company shall pay
to Balfour,  in  consideration  of its services to the Company  pursuant to this
agreement,  only such  consideration  as determined by the Board of Directors of
the Company in its sole  discretion.  The Company shall also pay the  reasonable
out-of-pocket   expenses  of  Balfour   (including  the   reasonable   fees  and
disbursements  of Balfour's  counsel for legal  services  rendered in connection
with the  services to be  performed by Balfour  hereunder,  only,  not to exceed
$15,000 unless previously approved by the Company in writing). Reimbursement for
expenses  incurred  shall be due  within  thirty  (30)  days of its  receipt  of
Balfour's invoice in respect thereof,  together with reasonable documentation of
such expenses,  regardless of whether the Sale is consummated.  Furthermore, the
Company agrees to pay any sales,  use or similar taxes  (including  additions to
such taxes, if any, but specifically  excluding income taxes payable by Balfour)
arising in connection with any matter referred to in this letter.

         The Company  agrees to indemnify and hold Balfour  (which term includes
its directors, controlling persons (as such term is defined under the Securities
Act of 1933),  officers,  employees  and agents)  harmless  against and from all
losses, claims, damages or liabilities, and all actions, claims, proceedings and
investigations  in respect  thereof,  arising out of or in  connection  with the
engagement or Balfour's  services  rendered in connection with this  engagement,
and to  periodically  pay, or reimburse  Balfour,  for all reasonable  legal and
other  out-  of-pocket  expenses  as  incurred  by Balfour  in  connection  with
investigating,  preparing or defending  any such action,  claim,  proceeding  or
investigation  (whether or not Balfour is named as a party thereto),  subject to
reimbursement  by Balfour if it is  determined  that  Balfour is not entitled to
indemnification  in  accordance  with this letter.  The Company also agrees that
Balfour  shall have no  liability  to the Company or its  affiliates,  partners,
directors,  agents,  employees,  controlling persons or security holders for any
losses, claims, damages or liabilities arising out of or in connection with this
engagement. Notwithstanding the foregoing, the Company shall not be so liable to
indemnify,  and Balfour shall not be so exculpated from liability, to the extent
that any such loss,  claim,  damage or liability  resulted from Balfour's  gross
negligence or willful  misconduct.  The Company  further agrees that without the
written consent of Balfour (which consent shall not be unreasonably  withheld or
delayed),  the Company will not settle or  compromise  any pending or threatened
action, claim, proceeding or investigation with respect to which indemnification
may be available  hereunder  unless such  settlement or  compromise  includes an
unconditional  release of Balfour from all liability resulting from such action,
claim, proceeding or investigation.

         If for any  reason  the  foregoing  indemnification,  exculpation,  and
reimbursement is unavailable to Balfour or insufficient to hold it harmless even
though the express provisions hereof provide for indemnification and exculpation
in such case, then the Company shall contribute to the amount paid or payable by
Balfour as a result of such loss, claim,  damage or liability in such proportion
as is  appropriate to reflect the relative  benefits  received by the Company on
the one hand and  Balfour  on the other  hand,  and to the  extent  required  by
applicable  law, the relative  fault of the Company and of Balfour and any other
relevant equitable considerations.

         The  reimbursement,  indemnity  and  contribution  obligations  of  the
Company under this  agreement  shall be in addition to any  liability  which the
Company may otherwise have,  shall survive any termination of this agreement and
shall be binding  upon and extend to the  benefit  of any  successors,  assigns,
heirs and personal representative of the Company and Balfour.

         Our  agreement  represented  by this  letter  shall be  governed by the
internal  laws of New York.  Any  dispute  or  controversy  arising  out of this
agreement  shall be determined by arbitration  conducted in accordance  with the
rules of the National  Association of Securities  Dealers,  Inc. then in effect.
Any  arbitration  award shall be final and binding upon the Company and Balfour,
and judgment upon the award may be entered in any court having jurisdiction.

         If this  letter  correctly  sets forth the  understanding  between  us,
please so indicate  by signing on the  designated  space  below and  returning a
signed copy to us, whereupon this letter shall constitute the agreement  between
us.

                                      Sincerely,
                                      BALFOUR INVESTORS INCORPORATED

                                      By:      ________________________________
                                      Name:    Jay Goldsmith
                                      Title:   President





Agreed to and accepted this 7th day of November, 2000


EMERGING VISION, INC.


By:      ________________________________
         Name:
         Title:
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