<PAGE>
                                                                    EXHIBIT 10.1

                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the "Agreement") is made as of March
16, 2007, by and between Implantable Vision, Inc., a StateplaceUtah corporation
(the "Company"), and Regency Group (the "Series A Holder").

                                   WITNESSETH:


     WHEREAS, the Series A Holder is the holder of all of the issued and
outstanding shares of the Series A Preferred Stock of the Company; and

     WHEREAS, in connection with the amendment to the designations of the Series
A Preferred Stock being filed with the Secretary of State of the State of Utah,
the Company has agreed to grant to the Series A Holder the registration rights
with respect to the Series A Preferred Stock set forth herein, on the terms and
conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto agree as follows:

     1. Definitions. The following terms used in this Agreement shall have the
meanings set forth below:

        1.1 "Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.

        1.2 "Common Stock" shall mean the common stock, par value $.001 per
share, of the Company, or in the case of a conversion, reclassification or
exchange of such shares of Common Stock, shares of the stock issued or issuable
in respect of such shares of Common Stock, and all provisions of this Agreement
shall be applied appropriately thereto and to any such stock resulting
therefrom.

        1.3 "Demand Registration" shall have the meaning set forth in Section
2.1(a).

        1.4 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute enacted hereafter, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect
from time to time.

        1.5 "Holder" shall mean each holder of Registrable Securities.

        1.6 "Other Stockholders" shall mean any other stockholders of the
Company (including any other investors) who are granted registration rights that
would affect the rights granted under this Agreement.

        1.7 "Person" shall mean any individual, firm, corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, government (or an agency or political
subdivision thereof) or other entity of any kind.
<PAGE>

        1.8 "Register," "Registered" and "Registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and the declaration or ordering of
effectiveness of such registration statement by the Commission.

        1.9 "Registrable Securities" shall mean the shares of Common Stock
issuable upon conversion of the Series A Preferred Stock. As to any particular
Registrable Securities, once issued such securities shall cease to be
Registrable Securities when (i) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such registration
statement, (ii) they shall have been distributed to the public pursuant to Rule
144 (or any successor provision) under the Securities Act, (iii) they shall have
been otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and
subsequent disposition of them shall not require registration or qualification
of them under the Securities Act or any similar state law then in force, or (iv)
they shall have ceased to be outstanding.

        1.10 "Registration Expenses" shall mean all expenses incurred by the
Company in compliance with Section 3 of this Agreement, including, without
limitation, all registration and filing fees, listing fees, printing expenses,
fees and disbursements of counsel and accountants for the Company, blue sky fees
and expenses, the expenses of any special audits incident to or required by any
such registration and the expense of any "comfort letters" (but excluding the
compensation of regular employees of the Company, which shall be paid in any
event by the Company).

        1.11 "Securities Act" shall mean the Securities Act of 1933, as amended,
or any similar federal statute enacted hereafter, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect from time to
time.

        1.12 "Selling Expenses" shall mean all selling fees and commissions or
underwriter's fees, discounts or commissions applicable to the sale of
Registrable Securities and any out-of-pocket expenses of the holders of
Registrable Securities, including any travel costs and counsel fees, if any.

        1.13 "Series A Preferred Stock" shall mean the Series A Preferred Stock,
par value $0.001 per share, of the Company.

     2. Registration.


        2.1 (a) Requests for Registration. From and after December 31, 2007, any
Holder or Holders who collectively hold Registrable Securities representing at
least 51% of the Registrable Securities then outstanding shall have the right at
any time from time to time (subject to the limitations below), to request (a
"Request") in writing that the Company prepare and file with the Commission one
or more registration statements on Form SB-2 (or, if Form SB-2 is not then
available to the Company, on such form of registration statement (a "Demand
Registration

<PAGE>

Statement") as is then available to effect a registration for
resale of such Registrable Securities) registering all or part of their
Registrable Securities (each, a "Demand Registration"). The request for the
Demand Registration shall specify the approximate number of Registrable
Securities requested to be registered, which shall be in no event less than 51%
of the Registrable Securities then outstanding. Within ten (10) days after
receipt of any such request, the Company will give written notice of such
requested registration to all other Holders of Registrable Securities. The
Company shall include such other Holders' Registrable Securities in such
registration statement if they have responded affirmatively within twenty (20)
days after the receipt of the Company's notice. The Holders in aggregate will be
entitled to request only one Demand Registration hereunder within any 12-month
period. A registration will not count as a permitted Demand Registration until
it has become effective (unless such Demand Registration has not become
effective due solely to the fault of the Holders requesting such registration,
including a request by such Holders that such registration be withdrawn). The
Company shall, as expeditiously as possible following a Request, use its
commercially reasonable efforts to cause to be filed with the Commission a
Demand Registration Statement providing for the registration under the
Securities Act of the Registrable Securities which the Company has been so
requested to register by all such Holders. The Company shall use its best
efforts to have such Demand Registration Statement declared effective by the
Commission as soon as practicable thereafter and to keep such Demand
Registration Statement continuously effective. The Demand Registration pursuant
to this Section 2.1(a) is in addition to the registration rights granted
pursuant to the other provisions of this Section 2.

                (b) Priority on Demand Registrations. If a Demand Registration
is an underwritten offering and the managing underwriters advise the Company in
writing (with a copy to each Holder requesting registration) that in their
opinion the number of Registrable Securities and, if permitted hereunder, other
securities requested to be included in such offering, exceeds the number of
Registrable Securities and other securities, if any, which can be sold in such
offering without adversely affecting the marketability of the offering, the
Company will include in such registration:

                (i) first, the Registrable Securities requested to be included
        in such registration by the Holders (or, if necessary, such Registrable
        Securities pro rata among the Holders thereof based upon the number of
        Registrable Securities owned by each such Holder) together with any
        securities held by third parties holding a similar, previously granted
        right to be included in such registration; and

                (ii) thereafter, other securities requested to be included in
        such registration (if approved by the Holders pursuant to Section 2.1(c)
        below.

                (c) Registration of Other Securities. Whenever the Company shall
effect a Demand Registration, no securities other than the Registrable
Securities shall be covered by such registration unless the Holders of not less
than 51% of the Registrable Securities shall have consented in writing to the
inclusion of such other securities.
<PAGE>

                (d) Restrictions on Demand Registration. The Company may
postpone only for a reasonable period of time not to exceed sixty (60) days (or
such earlier time as such Transaction (as defined below) is consummated or no
longer proposed) in any 12-month period, the filing or the effectiveness of a
registration statement for a Demand Registration if the Company determines in
good faith that such Demand Registration would reasonably be expected to have a
material adverse effect on any proposal or plan by the Company to engage in any
financing, acquisition or disposition of assets (other than in the ordinary
course of business) or any merger, consolidation, tender offer or similar
transaction or would require disclosure of any information that the board of
directors of the Company determines in good faith the disclosure of which would
be detrimental to the Company (collectively a "Transaction"); provided, however,
that in such event, the Holders initially requesting such Demand Registration
will be entitled to withdraw such request and, if such request is withdrawn,
such Demand Registration will not count as a permitted Demand Registration
hereunder and the Company will pay any Registration Expenses in connection with
such registration. The Company shall promptly notify the Holders in writing of
any decision to postpone a Demand Registration pursuant to this Section 2.1(d)
and shall include an undertaking to promptly notify the Holders as soon as a
Demand Registration may be effected. Each Holder shall treat all notices
received from the Company pursuant to this Section 2.1(d) in the strictest
confidence and shall not disseminate such information.

                (e) Piggy-Back Registration. If at any time the Company shall
determine to prepare and file with the Commission a registration statement under
the Securities Act relating to an offering for its own account or the account of
others of any of its equity securities, other than on Form S-4 or Form S-8 (each
as promulgated under the Securities Act or their then equivalents relating to
equity securities to be issued solely in connection with any acquisition of any
entity or business or equity securities issuable in connection with stock option
or other employee benefit plans, respectively), then the Company shall send to
each Holder written notice of such determination and, if within twenty (20) days
after receipt of such notice, any such Holder shall so request in writing, the
Company shall include in such registration statement all or any part of such
Registrable Securities that such Holder requests to be registered to the extent
the Company may do so without violating registration rights of others that exist
as of the date of this Agreement.

        3. Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Agreement will be borne by the Company, and all Selling Expenses will be borne
by the Holders.

        4. Registration Procedures.

                4.1 With respect to any registration of Registrable Securities
effected by the Company pursuant to this Agreement, the Company will, as
expeditiously as possible:

                        (a) prepare and file with the Commission (promptly, and
in any event within 60 days after receipt of a request to register Registrable
Securities) the requisite registration statement to effect such registration,
which registration statement shall comply as to form in all material respects
with the requirements of the applicable form and include all


<PAGE>

financial statements required by the Commission to be filed therewith, and the
Company shall use its commercially reasonably efforts to cause such registration
statement to become effective.

                        (b) Prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to (i) keep such
registration statement effective at all times in order to permit the Prospectus
included therein to be lawfully delivered by the Holders of the Registrable
Securities through the date on which all of the Registrable Securities covered
by such registration statement may be sold, and (ii) comply with the provisions
of the Securities Act with respect to the disposition of all securities covered
by such registration statement;

                        (c) Furnish, without charge, such number of prospectuses
and other documents incident thereto, including any amendment of or supplement
to the prospectus, as a Holder from time to time may reasonably request;

                        (d) Notify each seller of Registrable Securities covered
by the registration statement at any time (i) when the registration statement,
any pre-effective amendment, the prospectus or any prospectus supplement related
thereto or post-effective amendment to the registration statement has been filed
and, with respect to the registration statement or any post-effective amendment,
when the same has become effective, (ii) of any request by the Commission or any
state securities or blue sky authority for amendments or supplements to the
registration statement or the prospectus related thereto or for additional
information, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement or the initiation or
threat of any proceedings for that purpose, (iv) of the receipt by the Company
of any notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the securities or blue sky laws of any
jurisdiction or the initiation of any proceeding for such purpose, and (v) of
the existence of any fact of which the Company becomes aware or the happening of
any event as a result of which the prospectus included in the 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 or incomplete in the light of the
circumstances then existing, and at the request of any such seller, prepare and
furnish to such seller a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading or
incomplete in the light of the circumstances then existing;

                        (e) List all such Registrable Securities registered in
the registration on each securities exchange or automated quotation system on
which the Common Stock of the Company is then listed;

                        (f) Provide a transfer agent and registrar for all
Registrable Securities and a CUSIP number for all such Registrable Securities,
not later than the effective date of the registration statement;


<PAGE>

                        (g) Make available for inspection by any Holder and any
attorney or accountant retained by any such Holder, all financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company's officers and directors to supply all information reasonably
requested by any such Holder, attorney or accountant in connection with the
registration statement;

                        (h) Furnish to each selling Holder within 10 days of
receipt of a copy of all documents filed with and all correspondence from or to
the Commission in connection with the registration statement;

                        (i) Make available to its stockholders, as soon as
reasonably practicable but not later than 90 days after then end of such period,
an earnings statement covering the period of at least 12 months, but not more
than 18 months, beginning with the first month after the effective date of the
registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder; and

                        (j) use its best efforts to take all other steps
necessary to expedite or facilitate the registration and disposition of the
Registrable Securities contemplated hereby.


                4.2 It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Agreement in respect of the
Registrable Securities of any Holder that such Holder shall furnish to the
Company, within 15 days of the date on which a request is made by the Company,
such information regarding itself, the Registrable Securities held by it, its
intended method of distribution of such Registrable Securities or otherwise as
the Company shall reasonably request and as shall be required in connection with
the action to be taken by the Company.

                4.3 In connection with the preparation and filing of the
registration statement under this Agreement, the Company will give the Holders
on whose behalf such Registrable Securities are to be registered and their
respective counsel and accountants the opportunity to review the registration
statement, each prospectus included therein or filed with the Commission, and
each amendment thereof or supplement thereto, and will give each such Holder
such access to the Company's books and records and such opportunities to discuss
the business of the Company with its officers, its counsel and the independent
public accountants who have certified the Company's financial statements, as
shall be necessary, in the opinion of such Holders or their counsel, in order to
conduct a reasonable and diligent investigation within the meaning of the
Securities Act.

        5. Indemnification.

                5.1 To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, each of its officers, directors and partners, and
each Person, if any, controlling such Holder, against all losses, claims,
damages and liabilities (or actions,

<PAGE>

proceedings or settlements in respect thereof), joint or several, to which they
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages, or liabilities (or actions, proceedings or settlements
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement, or any misstatement of a material fact or alleged
misstatement of a material fact contained in the registration statement,
including any prospectus, offering circular or other document, notification or
the like, or any amendments or supplements thereto, or arise out of or are based
upon the omissions or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or any violation by the Company of the Securities Act or any rule or regulation
thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with the registration, qualification or compliance;
and will reimburse each such Holder, each of its officers, directors and
partners, and each Person, if any, controlling such Holder, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending or settling any such loss, claim, damage, liability, or action;
provided, however, that the Company shall not be liable in any such case for any
such loss, claim, damage, liability, or action to the extent that it arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission or misstatement or alleged misstatement made in reliance
upon and based upon written information furnished to the Company for use in
connection with such registration by any such Holder or controlling Person.

                5.2 To the extent permitted by law, each Holder will, if
Registrable Securities held by such Holder are included in the securities as to
which the registration, qualification or compliance is being effected, indemnify
and hold harmless the Company, each of its directors and officers who have
signed the registration statement, each Person, if any, who controls the Company
(other than such Holder), each other such Holder and each of their officers,
directors and partners, and each Person controlling such Holder or other
stockholder, against all losses, claims, damages and liabilities (or actions,
proceedings or settlements in respect thereof) to which the Company or any such
director, officer, controlling Person, agent or attorney may become subject,
under the Securities Act or otherwise, insofar as such losses, claims, damages,
or liabilities (or actions, proceedings or settlements in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement or
misstatement of a material fact or alleged misstatement of a material fact
contained in the registration statement, including any prospectus or any
amendments or supplements thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission or misstatement or
alleged misstatement was made in such registration statement, prospectus, or
amendments or supplements thereto, in reliance upon and in conformity with
written information with respect to such Holder furnished by such Holder
expressly for use in connection with such registration; and each such Holder
will reimburse any legal or other expenses reasonably incurred by the Company,
each of its directors and officers, each other Holder and each of their
officers, directors and partners and each Person controlling such other Holder
or other stockholder for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such loss, claim, damage,
liability, or action, in each case only to the extent that such untrue statement
or alleged untrue statement or omission or

<PAGE>

alleged omission is made in the registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with written
information furnished to the Company by such Holder and stated to be
specifically for use therein.

                5.3 Promptly after receipt by an indemnified party under this
paragraph of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party
under this paragraph, notify the indemnifying party in writing of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly given notice to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however,
that if the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably concluded
that there may be reasonable defenses available to it which are different from
or additional to those available to the indemnifying party, or if the interests
of the indemnified party may reasonably be deemed to conflict with the interests
of the indemnifying party, the indemnified party shall have the right to select
a separate counsel and to assume such legal defense and otherwise to participate
in the defense of such action, with the expense and fees of such separate
counsel and other expenses relating to such participation to be reimbursed by
the indemnifying party as incurred. The failure to notify an indemnifying party
promptly of the commencement of any such action, if prejudicial to his ability
to defend such action, shall not relieve such indemnifying party of liability to
the indemnified party under this paragraph, but such liability shall be reduced
in accordance with the extent of such prejudice.

        6. Exchange Act Compliance. The Company covenants that it shall timely
file the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the Commission thereunder,
and will take all actions reasonably necessary to enable holders of Registrable
Securities to sell such securities without registration under the Securities Act
within the limitation of the provisions of (a) Rule 144 under the Securities
Act, as such Rule may be amended from time to time, (b) Rule 144A under the
Securities Act, as such Rule may be amended from time to time, if applicable or
(c) any similar rules or regulations adopted by the Commission.

        7. Registration Rights to Others. The Company is not party to any
agreement with respect to its securities granting any registration rights to any
person. If the Company shall at any time hereafter provide to any holder of any
securities of the Company rights with respect to the registration of such
securities under the Securities Act, (i) such rights shall not be in conflict
with or adversely affect any of the rights provided in this Agreement to the
Holders and (ii) if such rights are provided on terms or conditions more
favorable to such holder than the terms and conditions provided in this
Agreement, the Company shall provide (by way of amendment to this Agreement or
otherwise) such more favorable terms or conditions to the Holders.

        8. Transfer or Assignment of Registration Rights. The rights granted by
the Company under this Agreement may be transferred or assigned by a Holder to a
transferee or assignee of any Registrable Securities; provided that the Company
is given written notice at or prior to the time of said transfer or assignment,
stating the name and address of said transferee or

<PAGE>

assignee and identifying the securities with respect to which such registration
rights are being transferred or assigned; and provided further that the
transferee or assignee of such rights assumes in writing the obligations of a
Holder under this Agreement to the Company and other Holders in effect at the
time of transfer under all effective agreements.

        9. Miscellaneous.

                9.1 Directly or Indirectly. Where any provision in this
Agreement refers to action to be taken by any Person, or which such Person is
prohibited from taking, such provision will be applicable whether such action is
taken directly or indirectly by such Person.

                9.2 Governing Law. This Agreement will be deemed to have been
made and delivered in New York, New York and will be governed as to validity,
interpretation, construction, effect and all other respects by the internal laws
of the State of New York. The Company and the Holders agree that any legal suit,
action or proceeding arising out of or relating to this Agreement shall be
instituted exclusively before the American Arbitration Association. The
arbitrator shall render a written opinion. Any award the arbitrator makes shall
be final and binding on both parties, and judgment on it may be entered in any
court having jurisdiction. The arbitrator is authorized to award attorneys' fees
and expenses to the prevailing party in any such arbitration.

                9.3 Section Headings. The headings of the sections and
subsections of this Agreement are inserted for convenience only and may not be
deemed to constitute a part thereof.

                9.4 Notices. All communications and notices under this Agreement
must be in writing and delivered by hand or mailed by overnight courier that can
provide receipt of delivery or by registered or certified mail, postage prepaid:
<TABLE>
<S>                                        <C>
                 If to the Company:        William Rozakis, CFO
                                           Implantable Vision, Inc.
                                           Street20-30 47th Street, Second Floor
                                           Astoria, New York 11105

                 With a copy to:           Pryor Cashman Sherman & Flynn LLP
                                           410 Park Avenue
                                           New York, New York 10022
                                           Attn: Eric M. Hellige, Esq.

                 If to any Holder:         To the address set forth on the books
                                           and records of the Company
</TABLE>

                9.5 Successors and Assigns. This Agreement will inure to the
benefit of and be binding upon the successors and assigns of each of the
parties.

                9.6 Entire Agreement; Amendment and Waiver. This Agreement
constitutes the entire understanding of the parties hereto relating to the
subject matter hereof and supersedes

<PAGE>
all prior agreements or understandings with respect to the subject matter hereof
among such parties.

                9.7 Counterparts; Fax Execution. This Agreement may be executed
in one or more counterparts, each of which will be deemed an original and all of
which together will be considered one and the same agreement. This Agreement may
be executed by fax delivery of a signed signature page to the other parties and
such fax execution will be effective for all purposes.

                9.8 Severability. Any provision of this Agreement which is
determined to be illegal, prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such illegality,
prohibition or unenforceability without invalidating the remaining provisions
hereof which shall be severable and enforceable according to their terms and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

      [remainder of page intentionally left blank; signature page follows]


<PAGE>
EXECUTED:

                                       IMPLANTABLE VISION, INC.



                                       By: /s/ William Rozakis
                                           --------------------------------
                                           Name: William Rozakis
                                           Title: Chief Financial Officer


                                       REGENCY GROUP


                                       By: /s/ Aaron S. Lamkin
                                           --------------------------------
                                           Name: Aaron S. Lamkin
                                           Title: Managing Member