<PAGE>

                                                                   EXHIBIT 10.10

                 THE WARRANTS EVIDENCED HEREBY, AND THE SHARES
               OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF
                 SUCH WARRANTS, HAVE NOT BEEN REGISTERED UNDER
            THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
                     TRANSFERRED IN VIOLATION OF SUCH ACT.

                              WARRANT CERTIFICATE

                               149,688 Warrants

              To Subscribe for and Purchase Class A Common Stock,
                              $.001 Par Value, of

                       SUPER VISION INTERNATIONAL, INC.


     THIS CERTIFIES that, for value received, HAYWARD INDUSTRIES, INC., or its
registered successors or assigns, is the owner of 149,688 Warrants, each of
which entitles the owner thereof to purchase, from SUPER VISION INTERNATIONAL,
INC., a Delaware corporation (hereinafter referred to as the "Corporation"),
from time to time during the period from February 13, 2002 hereinafter referred
to as the "Issuance Date") through 5:00 P.M., New York time, on September 25,
2006, one fully paid and nonassessable share of Class A Common Stock (as
hereinafter defined), as such stock is constituted on the Issuance Date, subject
to adjustment from time to time pursuant to the provisions hereinafter set
forth, at the initial price of $8.02 (hereinafter referred to as the "Exercise
Price"), subject further to the conditions hereinafter set forth.

     This Warrant Certificate is subject to the following provisions, terms and
conditions:

     1.   The Warrants evidenced hereby may be exercised by the registered
holder hereof, in whole or in part, by the surrender of this Warrant
Certificate, duly endorsed (unless endorsement is waived by the Corporation), at
the principal executive office of the Corporation, 8210 Presidents Drive,
Orlando, Florida 32809 and upon payment to it by certified or official bank
check or checks of the purchase price of the shares of Class A Common Stock
purchased. The Corporation agrees that the shares of Class A Common Stock so
purchased shall be deemed to be issued to the registered holder hereof on the
date on which this Warrant Certificate shall have been surrendered and payment
made for such shares as aforesaid. The certificates for such shares shall be
delivered to the registered holder hereof within a reasonable time, not
exceeding ten business days, after Warrants evidenced hereby shall have been
exercised, and a new Warrant Certificate evidencing the number of the Warrants,
if any, remaining unexercised shall also be issued to the registered holder
within

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such time unless such Warrants have expired. No fractional shares of capital
stock of the Corporation, or scrip for any such fractional shares, shall be
issued upon the exercise of any Warrants.

     2.   The number and kind of shares of Class A Common Stock of the
Corporation subject to each Warrant evidenced hereby, and the Exercise Price,
shall be subject to adjustment as follows:

          (a) Upon each adjustment of the Exercise Price as provided herein, the
holder of the Warrants evidenced hereby shall thereafter be entitled to
purchase, at the Exercise Price resulting from such adjustment, the number of
shares of Class A Common Stock (calculated to the nearest tenth of a share)
obtained by multiplying the Exercise Price in effect immediately prior to such
adjustment by the number of shares purchasable pursuant hereto immediately prior
to such adjustment and dividing the product thereof by the Exercise Price
resulting from such adjustment.

          (b) No fractional shares of Class A Common Stock or scrip shall be
issued upon exercise of the Warrants evidenced hereby. Instead of any fractional
shares of Class A Common Stock which would otherwise be issuable upon exercise
of the Warrants evidenced hereby (or portion hereof), the Corporation shall pay
a cash adjustment in respect of such fractional share of Class A Common Stock in
an amount equal to the same fraction of the then current fair value of a share
of Class A Common Stock, as determined in good faith by the Board of Directors
of the Corporation.

          (c) In case the Corporation shall at any time subdivide its
outstanding shares of Class A Common Stock into a greater number of shares of
Class A Common Stock, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced, and conversely, in case the
outstanding shares of Class A Common Stock of the Corporation shall be combined
into a smaller number of shares of Class A Common Stock, the Exercise Price in
effect immediately prior to such combination shall be proportionately increased.

          (d) If and whenever after the Issuance Date the Corporation shall
issue or sell any shares of its Class A Common Stock for a consideration per
share less than the Market Price (as hereinafter defined) in effect immediately
prior to the time of such issue or sale, or without consideration, then,
forthwith upon each such issue or sale, the Exercise Price shall be reduced (but
not increased) to the price (calculated to the nearest cent) equal to the
quotient obtained by dividing (i) the amount equal to the sum of (a) the number
of shares of Class A Common Stock outstanding immediately prior to such issue or
sale multiplied by the then existing Exercise Price, and (b) the consideration,
if any, received by the Corporation upon such issue or sale by (ii)

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<PAGE>

the total number of shares of Class A Common Stock outstanding immediately after
such issue or sale. "Market Price" for purposes hereof shall mean (i) the
average closing sale price for 30 consecutive business days (or such other
period as the holder hereof may consent to), ending within 15 days of the date
of the subject event, of the Class A Common Stock as reported by the Nasdaq
National Market System, if the Class A Common Stock is so reported, or (ii) if
not so reported, the average last reported sale price for 30 consecutive
business days (or such other period as the holder hereof may consent to), ending
within 15 days of the date of the subject event, of the Class A Common Stock on
the primary exchange on which the Class A Common Stock is traded, if the Class A
Common Stock is traded on a national securities exchange, or (iii) if not so
reported or traded, the average of the last reported bid and asked prices of the
Class A Common Stock for 30 consecutive business days (or such other period as
the holder hereof may consent to), ending within 15 days of the date of the
subject event, of the Class A Common Stock, as reported by the Nasdaq SmallCap
Market or other automated quotation system of a registered national securities
association, or (iv) if not so reported or traded, as determined by the Board of
Directors of the Corporation in its reasonable discretion. Any average
calculated as aforesaid shall be proportionately adjusted for any stock split,
stock dividend, combination or reclassification that took effect during the
relevant period. No adjustment of the Exercise Price, however, shall be made in
an amount less than $.001 per share, but any such lesser adjustment shall be
carried forward and shall be made at the time and together with the next
subsequent adjustment which together with any adjustments so carried forward
shall amount to $.001 per share or more. In addition, the provisions of this
Paragraph (d) shall not apply upon: (w) issuance by the Corporation of shares of
Class A Common Stock upon the exercise of the Warrants issued to Hayward
Industries, Inc., (x) issuance by the Corporation of Class A Common Stock upon
the exercise of Eligible Warrants (as hereinafter defined), (y) issuance by the
Corporation of stock options, or the issuance by the Corporation of shares upon
the exercise of such stock options, under any employee stock option plan
approved by the stockholders of the Corporation now or hereafter in effect, as
any such plan may be amended from time to time, or (z) issuance by the
Corporation of shares for cash pursuant to an underwritten public offering
registered under the Act (as hereinafter defined). "Eligible Warrants" for
purposes hereof shall mean any and all warrants, options or other rights to
acquire shares of Class A Common Stock from the Corporation, or any securities
convertible into or exchangeable for Class A Common Stock, in each case
outstanding as of September 25, 1996 (the "Original Issuance Date") or issuable
directly or indirectly pursuant to warrants, options or other rights outstanding
as of the Original Issuance Date. For purposes of this Paragraph (d) the
following additional sub-paragraphs shall apply:

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<PAGE>

          (i)  Issuance of Rights or Options. In case at any time the
               -----------------------------
     Corporation shall in any manner grant (whether directly or by assumption in
     a merger or otherwise) any rights to subscribe for or to purchase, or any
     options for the purchase of, Class A Common Stock or any stock or
     securities convertible into or exchangeable for Class A Common Stock (such
     rights or options being herein called "Options" and such convertible or
     exchangeable stock or securities being herein called "Convertible
     Securities") whether or not such Options or the right to convert or
     exchange any such Convertible Securities are immediately exercisable, and
     the price per share for which Class A Common Stock is issuable upon the
     exercise of such Options or upon the conversion or exchange of such
     Convertible Securities (determined by dividing (i) the total amount, if
     any, received or receivable by the Corporation as consideration for the
     granting of such Options, plus the aggregate amount of additional
     consideration payable to the Corporation upon the exercise of all such
     Options, plus, in the case of such Options which relate to Convertible
     Securities, the aggregate amount of additional consideration, if any,
     payable upon the issue or sale of such Convertible Securities and upon the
     conversion or exchange thereof, by (ii) the total maximum number of shares
     of Class A Common Stock issuable upon the exercise of such options or upon
     the conversion or exchange of all such Convertible Securities issuable upon
     the exercise of such Options) shall be less than the Market Price in effect
     immediately prior to the time of the granting of such Options, then the
     total maximum number of shares of Class A Common Stock issuable upon the
     exercise of such Options or upon conversion or exchange of the total
     maximum amount of such Convertible Securities issuable upon the exercise of
     such Options shall be deemed to have been issued for such price per share
     as of the date of granting of such Options and thereafter shall be deemed
     to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of
     this Paragraph (d), no adjustment of the Exercise Price shall be made upon
     the actual issue of such Class A Common Stock or of such Convertible
     Securities upon exercise of such Options or upon the actual issue of such
     Class A Common Stock upon conversion or exchange of such Convertible
     Securities.

          (ii) Issuance of Convertible Securities. In case the Corporation shall
               ----------------------------------
     in any manner issue (whether directly or by assumption in a merger or
     otherwise) or sell any Convertible Securities, whether or not the rights to
     exchange or convert any such Convertible Securities are immediately
     exercisable, and the price per share for which Class A Common Stock is
     issuable upon such conversion or exchange (determined by dividing (i) the
     total amount received or receivable by the Corporation as consideration for
     the issue or sale of such Convertible Securities, plus the aggregate amount
     of additional consideration, if any, payable to the Corporation

                                       4
<PAGE>

     upon the conversion or exchange thereof, by (ii) the total maximum number
     of shares of Class A Common Stock issuable upon the conversion or exchange
     of all such Convertible Securities) shall be less than the Market Price in
     effect immediately prior to the time of such issue or sale, then the total
     maximum number of shares of Class A Common Stock issuable upon conversion
     or exchange of all such Convertible Securities shall be deemed to have been
     issued for such price per shares of the date of the issue or sale of such
     Convertible Securities and thereafter shall be deemed to be outstanding,
     provided that (x) except as otherwise provided in Sub-Paragraph (iii) of
     this Paragraph (d), no adjustment of the Exercise Price shall be made upon
     the actual issue of such Class A Common Stock upon conversion or exchange
     of such Convertible Securities, and (y) if any such issue or sale of such
     Convertible Securities is made upon exercises of any Options to purchase
     any such Convertible Securities for which adjustments of the Exercise Price
     have been or are to be made pursuant to other provisions of this Sub-
     Paragraph (ii), no further adjustment of the Exercise Price shall be made
     by reason of such issue or sale.

          (iii) Change in Option Price or Exercise Rate. Upon the happening of
                ---------------------------------------
     any of the following events, namely, if the purchase price provided for in
     any Option referred to in Sub-Paragraph (i) of this Paragraph (d), the
     additional consideration, if any, payable upon the conversion or exchange
     of any Convertible Securities referred to in Sub-Paragraphs (i) or (ii) of
     this Paragraph (d), or the rate at which any Convertible Securities
     referred to in Sub-Paragraphs (i) or (ii) of this Paragraph (d) are
     convertible into or exchangeable for Class A Common Stock shall change at
     any time (other than under or by reason of provisions designed to protect
     against dilution), the Exercise Price in effect at the time of such event
     shall forthwith be readjusted to the Exercise Price which would have been
     in effect at such time had such Options or Convertible Securities still
     outstanding provided for such changed purchase price, additional
     consideration or conversion rate, as the case may be, at the time initially
     granted, issued or sold; and on the expiration of any such Option or the
     termination of any such right to convert or exchange such Convertible
     Securities, the Exercise Price then in effect hereunder shall forthwith be
     increased to the Exercise Price which would have been in effect at the time
     of such expiration or termination had such Option or Convertible
     Securities, to the extent outstanding immediately prior to such expiration
     or termination, never been issued, and the Class A Common Stock issuable
     thereunder shall no longer be deemed to be outstanding. If the purchase
     price provided for in any such Option referred to in Sub-Paragraph (i) of
     this Paragraph (d) or the rate at which any Convertible Securities referred
     to in Sub-Paragraphs (i) or (ii) of this Paragraph

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<PAGE>

     (d) are convertible into or exchangeable for Class A Common Stock shall be
     reduced at any time under or by reason of provisions with respect thereto
     designed to protect against dilution, then, in case of the delivery of
     Class A Common Stock upon the exercise of any such Option or upon
     conversion or exchange of any such Convertible Securities, the Exercise
     Price then in effect hereunder shall forthwith be adjusted to such
     respective amount as would have been obtained had such Option or
     Convertible Securities never been issued as to such Class A Common Stock
     and had adjustments been made upon the issuance of the shares of Class A
     Common Stock delivered as aforesaid, but only if as a result of such
     adjustment the Exercise Price then in effect hereunder is thereby reduced.

          (iv) Stock Dividends. In case the Corporation shall declare a dividend
               ---------------
     or make any other distribution upon any stock of the Corporation payable in
     Class A Common Stock, Options or Convertible Securities, any Class A Common
     Stock, Options or Convertible Securities, as the case may be, issuable in
     payment of such dividend or distribution shall be deemed to have been
     issued in a subdivision of outstanding shares as provided in Paragraph (c)
     immediately preceding.

          (v)  Consideration for Stock. In case any shares of Class A Common
               -----------------------
     Stock, Options or Convertible Securities shall be issued or sold for cash,
     the consideration received therefor shall be deemed to be the amount
     received by the Corporation therefor, without deduction therefrom of any
     expenses incurred or any underwriting commissions or concessions paid or
     allowed by the Corporation in connection therewith. In case any shares of
     Class A Common Stock, Options or Convertible Securities shall be issued or
     sold for a consideration other than cash, the amount of the consideration
     other than cash received by the Corporation shall be deemed to be the fair
     value of such consideration as determined in good faith by the Board of
     Directors of the Corporation, without deduction of any expenses incurred or
     any underwriting commissions or concessions paid or allowed by the
     Corporation in connection therewith. In case any Options shall be issued in
     connection with the issue and sale of other securities of the Corporation,
     together comprising one integral transaction in which no specific
     consideration is allocated to such Options by the parties thereto, such
     Options shall be deemed to have been issued without consideration.

          (vi) Record Date. In case the Corporation shall take a record of the
               -----------
     holders of its Class A Common Stock for the purpose of entitling them (i)
     to receive a dividend or other distribution payable in Class A Common
     Stock, Options or Convertible Securities, or (ii) to subscribe for or
     purchase Class A Common Stock, Options or Convertible Securities, then such
     record date shall be deemed to be the date of the issue

                                       6
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     or sale of the shares of Class A Common Stock deemed to have been issued or
     sold upon the declaration of such dividend or the making of such other
     distribution or the date of the granting of such right of subscription or
     purchase, as the case may be.

          (vii) Treasury Shares. The number of shares of Class A Common Stock
                ---------------
     outstanding at any given time shall not include shares owned or held by or
     for the account of the Corporation, and the disposition of any such shares
     shall be considered an issue or sale of Class A Common Stock for the
     purposes of this Paragraph (d).

          (e)   No adjustment in the number of shares of Class A Common Stock
issuable upon exercise of the Warrants evidenced hereby shall be required unless
such adjustment would require an increase or decrease of at least two percent in
the number of shares of Class A Common Stock at the time issuable upon exercise
of the Warrants evidenced hereby; provided, however, that any adjustments which
by reason of this clause (e) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. Except as otherwise
set forth herein, all computations made pursuant to the provisions of this
paragraph 2 shall be made to the nearest cent or to the nearest one hundredth of
a share, as the case may be.

          (f)   For purposes of this Warrant Certificate, the term "Class A
Common Stock" shall mean shares of the class A common stock, $.001 par value, of
the Corporation, and shall also include any shares of capital stock of any class
of the Corporation hereinafter authorized which shall not be limited to a fixed
sum or percentage in respect of the rights of the holders thereof to participate
in dividends and in the distribution of assets upon the voluntary liquidation,
dissolution or winding-up of the Corporation; provided, however, that the shares
of Class A Common Stock receivable upon exercise of the Warrants evidenced
hereby shall include only shares of Class A Common Stock as constituted on the
Issuance Date including any stock into which it may be changed, reclassified or
converted.

     3.   If any consolidation or merger of the Corporation with another
corporation after the Issuance Date, or the sale of all or substantially all of
its assets to another corporation shall be effected after the Issuance Date or
in case of any capital reorganization or reclassification of the capital stock
of the Corporation, then, as a condition of such consolidation, merger or sale,
reorganization or reclassification, lawful and adequate provision shall be made
whereby the holder of this Warrant Certificate shall thereafter have the right
to purchase and receive upon the basis and upon the terms and conditions
specified herein and in lieu of the shares of Class A Common Stock immediately
theretofore purchasable and receivable upon the exercise of each Warrant
evidenced hereby, such shares of stock,

                                       7
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securities or assets as may be issuable or payable with respect to or in
exchange for a number of outstanding shares of Class A Common Stock of the
Corporation equal to the number of shares of Class A Common Stock immediately
theretofore purchasable and receivable upon the exercise of one Warrant
evidenced hereby had such consolidation, merger, sale, reorganization, or
reclassification not taken place, and in any such case appropriate provision
shall be made with respect to the rights and interest of the registered holder
of this Warrant Certificate to the end that the provisions hereof (including
without limitation provisions for adjustment of the Exercise Price) shall
thereafter be applicable, as nearly as may be, in relation of any shares of
stock, securities or assets thereafter deliverable upon the exercise of the
Warrants evidenced hereby.

     4.   Upon any adjustment of the Exercise Price or the number of shares of
Class A Common Stock subject to the Warrants evidenced hereby, then and in each
such case the Corporation shall give written notice thereof, by first class
mail, postage prepaid, to the holder hereof, which notice shall state the
Exercise Price and/or the number of shares of Class A Common Stock subject to
the Warrants evidenced hereby resulting from such adjustment, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.

     5.   In case at any time:

          (a) the Corporation shall declare any dividend upon its shares of
     Class A Common Stock payable in stock or make any special dividend or other
     distribution (other than a cash dividend to the holders of its shares of
     Class A Common Stock);

          (b) the Corporation shall offer for subscription pro rata to the
     holders of its shares of Class A Common Stock any additional shares of
     stock of any class or other rights;

          (c) there shall be any capital reorganization or reclassification of
     the capital stock of the Corporation, or consolidation or merger of the
     Corporation with, or sale of all or substantially all its assets to,
     another corporation; or

          (d) there shall be a voluntary or involuntary dissolution, liquidation
     or winding-up of the Corporation;

then, in any one or more of said cases, the Corporation shall give written
notice, by first class mail, postage prepaid, to the holder hereof, of the date
on which (i) the books of the Corporation shall close or a record shall be taken
for such dividend, distribution or subscription rights, or (ii) such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up shall take place, as the

                                       8
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case may be. Such notice shall also specify the date as of which the holders of
shares of Class A Common Stock of record shall participate in such dividend,
distribution or subscription rights or shall be entitled to exchange their
shares of Class A Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding-up, as the case may be. Such written notice shall be
given at least 30 days prior to the action in question and not less than 30 days
prior to the record date or the date on which the Corporation's transfer books
are closed in respect thereto.

     6.   The Corporation shall at all times reserve and keep available out of
its authorized shares of Class A Common Stock, solely for the purpose of its
issue upon the exercise of the Warrants evidenced hereby as herein provided,
such number of shares of Class A Common Stock as shall then be issuable upon the
exercise of the Warrants evidenced hereby.

     7.   The issuance of certificates of shares for Class A Common Stock upon
the exercise of the Warrants evidenced hereby shall be made without charge to
the holders of such Warrants for any issuance tax in respect thereto; provided,
however, that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Warrants evidenced
hereby.

     8.   The Corporation will at no time close its transfer books against the
transfer of any Class A Common Stock issued or issuable upon the exercise of the
Warrants evidenced hereby in any manner which interferes with the timely
exercise of such Warrants.

     9.   The shares of Class A Common Stock issuable hereunder shall be subject
to the registration rights set forth in the Registration Rights Agreement dated
September 25, 1996, as amended September 23, 1997 and March 9, 1999, between the
Corporation and Hayward Industries, Inc. to the same extent as if the provisions
of said Agreement were reproduced in their entirety in this Warrant Certificate.

     10.  The person in whose name this Warrant Certificate is registered shall
be deemed the owner hereof and of the Warrant evidenced hereby for all purposes.
The registered holder of this Warrant Certificate shall not be entitled to any
rights whatsoever as a stockholder of the Corporation except as herein provided.

     11.  Upon receipt by the Corporation of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant Certificate, and (in case
of loss, theft or destruction) of indemnity reasonably satisfactory to it, and
upon surrender and cancellation of this Warrant Certificate, if mutilated, the
Corporation, upon reimbursement to it of all

                                       9
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reasonable expenses incidental thereto, will make and deliver a new Warrant
Certificate, of like tenor, in lieu of this Warrant Certificate.

     12.  This Warrant Certificate and the Warrants evidenced hereby may not be
transferred unless such transfer would not result in a violation of the
provisions of the Securities Act of 1933, as amended (herein referred to as the
"Act"). Any transfer of this Warrant Certificate and the Warrants evidenced
hereby, in whole or in part, shall be effected upon surrender of this Warrant
Certificate, duly endorsed (unless endorsement is waived by the Corporation), at
the principal office or agency of the Corporation referred to in paragraph 1.

     13.  All notices, requests or instructions hereunder shall be in writing
and delivered personally or sent by registered or certified mail, postage
prepaid as follows:

          (1)  if to the Corporation:

               8210 Presidents Drive
               Orlando, Florida 32809

               Attention: President

               with a copy to:

               Susan Abramson, Esq.
               Katz, Kutter, Haigler, Alderman,
               Bryant & Yon, P.A.
               111 N. Orange Avenue, Suite 900
               Orlando, Florida 32801

          (2)  if to the holder of the Warrants evidenced hereby:

               620 Division Street
               Elizabeth, New Jersey 07207

               Attention: President

               with a copy to:

               Robert I. Wexler, Esq.
               Krugman & Kailes LLP
               Park 80 West Plaza Two
               Saddle Brook, New Jersey 07663-5835


Any of the above addresses may be changed at any time by notice given as
provided above; provided, however, that any such notice of change of address
shall be effective only upon receipt.

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<PAGE>

     14.  Pursuant to the Confidential Resolution Agreement dated August 15,
2001 between Super Vision International, Inc. and Hayward Industries, Inc., this
Warrant Certificate and the Warrants evidenced hereby supersede the Warrant
Certificate dated September 25, 1996 (as amended January 10, 2000) heretofore
delivered by Super Vision International, Inc. to Hayward Industries, Inc. (which
shall have no further force and effect).

     IN WITNESS WHEREOF, Super Vision International, Inc. has caused this
Warrant Certificate to be signed by its duly authorized officers and this
Warrant Certificate to be dated as of February 13, 2002.

ATTEST:                                 SUPER VISION INTERNATIONAL, INC.

/s/ Cindy Queen                         By  /s/ Larry J. Calise
---------------------------               ---------------------------------

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                               FORM OF EXERCISE
                               ----------------

               (to be executed by the registered holder hereof)


The undersigned hereby exercises ______________ Warrants to subscribe for and
purchase shares of Class A common stock, $.001 par value ("Class A Common
Stock"), of Super Vision International, Inc. evidenced by the within Warrant
Certificate and herewith makes payment of the purchase price in full. Kindly
issue certificates for shares of class A Common Stock in accordance with the
instructions given below. The certificate for the unexercised balance of the
Warrants evidenced by the within Warrants Certificate, if any, will be
registered in the name of the undersigned.

Dated:


                              ___________________________________


Instructions for registration of stock


________________________________
Name (please print)


Social Security or Other Identifying Number:


________________________________


Address:

________________________________
Street


________________________________
City, State and Zip Code

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