REGISTRATION RIGHTS AGREEMENT



                                  BY AND AMONG



                           STEWART ENTERPRISES, INC.,



                                 THE GUARANTORS

                          LISTED ON SCHEDULE A HERETO,



                                       AND





                         BANC OF AMERICA SECURITIES LLC,



                         DEUTSCHE BANC ALEX. BROWN INC.,



                      CREDIT LYONNAIS SECURITIES (USA) INC.



                                       AND



                    SUNTRUST EQUITABLE SECURITIES CORPORATION











                            DATED AS OF JUNE 29, 2001







{PAGE}   2





                          REGISTRATION RIGHTS AGREEMENT



                  This Registration Rights Agreement (this "AGREEMENT") is made

and entered into as of June 29, 2001, by and among Stewart Enterprises, Inc., a

Louisiana corporation (the "COMPANY"), the Guarantors listed on Schedule A

hereto (the "GUARANTORS"), and Banc of America Securities LLC, Deutsche Banc

Alex. Brown Inc., Credit Lyonnais Securities (USA) Inc. and SunTrust Equitable

Securities Corporation (each an "INITIAL PURCHASER" and, collectively, the

"INITIAL PURCHASERS"), each of whom has agreed to purchase the Company's 10 3/4%

Senior Subordinated Notes due 2008 (the "INITIAL NOTES") pursuant to the

Purchase Agreement (as defined below).



                  This Agreement is made pursuant to the Purchase Agreement,

dated as of June 19, 2001 (the "Purchase Agreement"), by and among the Company,

the Guarantors and the Initial Purchasers (i) for your benefit and for the

benefit of each other Initial Purchaser and (ii) for the benefit of the holders

from time to time of the Notes (including you and each other Initial Purchaser).

In order to induce the Initial Purchasers to purchase the Initial Notes, the



Company has agreed to provide the registration rights set forth in this

Agreement. The execution and delivery of this Agreement is a condition to the

obligations of the Initial Purchasers set forth in Section 5(i) of the Purchase

Agreement.



                  The parties hereby agree as follows:



                  SECTION 1. DEFINITIONS



                  As used in this Agreement, the following capitalized terms

shall have the following meanings:



     BROKER-DEALER: Any broker or dealer registered under the Exchange Act.



     CLOSING DATE:  The date of this Agreement.



     COMMISSION:  The Securities and Exchange Commission.



     CONSUMMATE: A Registered Exchange Offer shall be deemed "Consummated" for

     purposes of this Agreement upon the occurrence of (i) the filing and

     effectiveness under the Securities Act of the Exchange Offer Registration

     Statement relating to the Exchange Notes to be issued in the Exchange

     Offer, (ii) the maintenance of such Registration Statement continuously

     effective and the keeping of the Exchange Offer open for a period not less

     than the minimum period required pursuant to Section 3(b) hereof, and (iii)

     the delivery by the Company to the Registrar under the Indenture of

     Exchange Notes in the same aggregate principal amount as the aggregate

     principal amount of Initial Notes that were tendered by Holders thereof

     pursuant to the Exchange Offer.



     EFFECTIVENESS TARGET DATE:  As defined in Section 5.



     EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended.



     EXCHANGE NOTES: The 10 3/4% Senior Subordinated Notes due 2008, of the same

     series under the Indenture as the Initial Notes, to be issued to Holders in

     exchange for Transfer Restricted Securities pursuant to this Agreement.





{PAGE}   3





     EXCHANGE OFFER: The registration by the Company under the Securities Act of

     the Exchange Notes pursuant to a Registration Statement pursuant to which

     the Company offers the Holders of all outstanding Transfer Restricted

     Securities the opportunity to exchange all such outstanding Transfer

     Restricted Securities held by such Holders for Exchange Notes in an

     aggregate principal amount equal to the aggregate principal amount of the

     Transfer Restricted Securities tendered in such exchange offer by such

     Holders.



     EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement relating

     to the Exchange Offer, including the related Prospectus.



     EXEMPT RESALES: The transactions in which the Initial Purchasers propose to

     sell the Initial Notes to certain "qualified institutional buyers," as such

     term is defined in Rule 144A under the Securities Act, and to certain

     non-U.S. persons, in accordance with such Rule 144A and Regulation S under

     the Securities Act, respectively

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