That's because you're making the poor character go cross-eyed as you move the camera closer :) As you move the camera closer and closer to the face, the eyes must rotate towards the center to remain pointing at a virtual point in space. A much easier trick would be to take a sphere or cube and shrink it down to about 50%. Place this behind the camera a way and make both eyes point at this. You can then move the focal point with the camera - you might even be able to parent the two together so that, when you move the camera, the focal point moves as well. Paul