EXHIBIT 4.1

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into effective as of the 30th day of January, 2003, by and among
1-800 CONTACTS, INC., a Delaware corporation (the "Company"), and CAMELOT VENTURES/CJ, L.L.C. d/b/a LENS 1st, a Michigan limited liability company, and LENS EXPRESS LLC, a Michigan
limited liability company (collectively the "Investors").

RECITALS

A.    The
Company and the Investors have entered into an Asset Purchase Agreement of even date herewith (the "Purchase Agreement"), whereby the Company will purchase certain of
the assets and assume certain of the liabilities of the Investors.

B.    Pursuant
to the Purchase Agreement, the purchase price for the Acquired Assets will be paid by the Company by the delivery to the Investors of (1) cash,
(2) the Closing Buyer Shares, and (3) by the assumption by the Company of the Assumed Liabilities. Pursuant to the Purchase Agreement, the Company has agreed to grant to each of the
Investors certain registration rights, to enable the Investors to participate, under certain specified circumstances, in registrations of the Common Stock of the Company with the Securities and
Exchange Commission, pursuant to the Securities Act of 1933, as amended.

C.    The
purpose of this Agreement is to document and establish the terms of the registration rights granted to each of the Investors.

D.    Terms
not otherwise defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement.

AGREEMENT

NOW, THEREFORE, the parties hereto agree as follows:

1.Definitions.

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

"Closing Buyer Shares" shall mean nine hundred thousand (900,000) shares of the Company's Common Stock.

"Commission" shall mean the Securities and Exchange Commission.

"Common Stock" shall mean the Company's $0.01 par value common stock.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Holder" or "Holders" shall mean any Investor or Investors holding Registrable Securities
(including shares of Common Stock convertible into Registrable Securities) and any person holding Registrable Securities to whom the rights under this Agreement have been transferred, in accordance
with Section 9 hereof.

The
terms "register," "registered," and
"registration" refer to a registration effected by preparing and filing a registration statement in compliance with the requirements of the Act and the
declaration or ordering of the effectiveness of such registration statement.

"Piggyback Registration" shall have the meaning set forth in Section 2(a) hereof.

"Registrable Securities" shall mean the Closing Buyer Shares and any shares of Common Stock issued in respect of the Closing Buyer Shares,
as a result of a stock split, stock dividend, recapitalization or otherwise;provided,however, that
shares of Common Stock shall only be treated as

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Registrable
Securities if and so long as they have not been (i) sold to or through a broker, dealer or underwriter in a public distribution or a public securities transaction, or
(ii) sold or all of the otherwise Registrable Securities are available for sale in the opinion of counsel to the Company in a transaction exempt from the registration and prospectus delivery
requirements of the Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of the sale.

"Registration Expenses" shall mean all expenses incurred in complying with Sections 2 and 4 hereof, including all registration and filing
fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the reasonable fees and disbursements of one counsel for all Holders of Registrable Securities participating in
the registration, but excluding Selling Expenses.

"Selling Expenses" shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to any securities
registered or sold by the Holders and all fees and disbursements of counsel or consultants for the Holders (except for fees and disbursements of counsel included within the definition of Registration
Expenses).

2.Grant of Piggyback Registration Rights.



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3.Holdback Agreements.In consideration for the grant of the Piggyback Registration rights described in this
Agreement, no Investor or Holder shall effect any public sale or distribution (including sales pursuant to Rule 144) of any equity securities of the Company during the seven (7) business
days prior to and the one hundred eighty (180) day period beginning on the effective date of any underwritten Piggyback Registration in which such Investor's or Holder's Registrable Securities
are included (except as part of such underwritten registration), unless the underwriters managing the public offering otherwise agree. Moreover, each Investor and each Holder agrees, if requested by
the Company and any underwriter of the Common Stock of the Company, to execute such agreements and instruments as are necessary, in the Company's and underwriter's reasonable opinion, to effect the
foregoing.

4.Registration Procedures.Whenever Holders of Registrable Securities have requested that any Registrable
Securities be included in and covered by any Piggyback Registration pursuant to this Agreement, such Holders shall furnish to the Company in writing such information as may be reasonably requested by
the Company for inclusion in, or relating to, such Piggyback Registration, and the Company shall use its best efforts to include such Registrable Securities in such Piggyback Registration, consistent
with the terms of this Agreement. In furtherance of this obligation, the Company shall:



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5.Exchange Act Reports.Notwithstanding the registration rights set forth herein, the Company acknowledges
that, in the event such registration statement shall not become effective, or, in the event there shall be a default in the undertaking by the Company of its obligations pursuant to this Agreement,
the Holders may be required to rely upon an exemption under the Act for the purpose of disposing of the Registrable Securities. Accordingly, with a view to making available to the Holders the benefits
of Rule 144 promulgated under the Act, and any other rule or regulation of the Commission that may at any time permit the Holders to sell the Registrable Securities to the public without
registration, the Company shall (a) make and keep "public information" available, as such terms are contemplated and defined in Rule 144, (b) file with the Commission in a timely
manner all reports and other documents required of the Company under the Act (if any) and the Exchange Act, and (c) furnish to each Holder, so long as each Holder owns any of the Registrable
Securities, forthwith upon request (i) a written statement by the Company that it has complied with the Commission's reporting requirements necessary to enable the Holders to sell the
Registrable Securities pursuant to Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed by the
Company as may be reasonably requested and necessary in availing a Holder of any rule or regulation of the Commission permitting the selling of any such securities without registration.

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6.Indemnification.



7.Participation in Underwritten Registrations.No Holder may participate in any Piggyback Registration
hereunder which is underwritten unless such Holder (i) agrees to sell any Registrable

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Securities
to be included in such registration on the basis provided in any underwriting arrangements applicable to the registration, as approved by the Company and to the extent they are the same as
those applied to the other sellers in connection with such registration, and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other
documents required under the terms of such underwriting arrangements to the extent they are the same as those applied to the other sellers in connection with such registration. The Company shall be
entitled to select and approve the managing underwriter involved in any Piggyback Registration, in its sole and absolute discretion.

8.Contribution.If for any reason the indemnification provided for in Sections 6(a) and (b) is
unavailable to an indemnified party or insufficient to hold it harmless as contemplated by the preceding Sections 6(a) and (b), then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of the loss, claim, damage, liability or expense in the proportion as is appropriate to reflect (1) the relative benefits received by the
indemnified party and the indemnifying party, (2) the relative fault of the indemnified party and the indemnifying party, and (3) any other relevant equitable considerations.

9.Transfer of Registration Rights.The rights to cause the Company to include Registrable Securities in
Piggyback Registrations as provided in this Agreement may be assigned or transferred to any transferee who: (i) acquires at least one hundred thousand (100,000) shares (as currently
constituted, and to be appropriately adjusted for stock splits, combinations, stock dividends and the like) of Registrable Securities (including shares of Registrable Securities into which Shares are
transferable); or (ii) who is (1) a member of an Investor, (2) an immediate family member of one or more members of an Investor who agree to act through a single representative,
or (3) an affiliate controlled by one or more members of an Investor, provided that any transfer of rights shall not be effective until: (x) the Company is given written notice of the
transfer, which notice shall state the name and address of the transferee and identify the number of securities with respect to which the rights under this Section 9 are being assigned;
(y) the transfer of the securities to which the registration rights relate has been effected in compliance with any legend requirements or other requirements reasonably imposed by the Company
to ensure compliance with applicable securities laws; and (z) the transferee has executed an agreement in a form approved by the Company, agreeing to be bound by the obligations imposed on the
Investors and Holders under this Agreement. Any transfer pursuant to clause (ii) to one or more persons who own less than 100,000 shares of Registrable Securities shall be conditioned upon such
transferees appointing a representative, representing holders of at least 100,000 shares of Registrable Securities, to exercise all of such transferee's rights under this Agreement.

10.Miscellaneous.This Agreement may be executed by facsimile in any number of counterparts, and different
Investors may execute different counterparts. Each executed counterpart shall be deemed an original, and all executed counterparts together shall constitute one and the same agreement. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of Utah. The jurisdiction and venue of any legal action under this Agreement shall be as set forth in the Purchase
Agreement.

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IN
WITNESS WHEREOF, this Agreement is executed by the undersigned, effective as of the date first set forth above.

|THE COMPANY:                          |  | INVESTORS:                                
|------------------------------------- |  | ------------------------------------------
|1-800 CONTACTS, INC.                  |  | CAMELOT VENTURES/CJ, L.L.C. d/b/a LENS 1st
|                                      |  | By:                                       
|                                      |  |                                           
|Jonathan C. Coon                      |  |                                           
|President and Chief Executive Officer |  | Its:                                      
|                                      |  |                                           
|                                      |  | LENS EXPRESS LLC                          
|                                      |  | By:                                       
|                                      |  |                                           
|                                      |  |                                           
|                                      |  | Its:                                      
|                                      |  |                                           

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