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                                                                    Exhibit 10.1

                      AMENDED AND RESTATED PROMISSORY NOTE

$826,865.00                                Date of Original Note: August 4, 1995

         Blooming Farm, Inc., a Delaware corporation (the "Borrower"), hereby
promises to pay to Hines Nurseries, Inc., a California corporation (as such
person may change from time to time under the terms of this Note, the
"Noteholder"), the principal amount of Eight Hundred Twenty Six Thousand Eight
Hundred Sixty Five Dollars ($826,865.00) as such principal may be increased
hereunder and, together with such amount, all interest accrued under the terms
of this Note as provided herein.

         This Note amends and restates in its entirety the promissory note made
by Borrower payable to Oregon Garden Products Inc. dated August 4, 1995 in the
original principal amount of $826,865.00.

     1. LOAN AND TERMS OF PAYMENT.

         1.1 THE LOAN. The Borrower acknowledges receipt of Eight Hundred Twenty
Six Thousand Eight Hundred Sixty Five Dollars ($826,865.00) loaned from the
Noteholder (the "Loan").

         1.2 INTEREST. The Loan shall accrue interest at a rate equal to 6.9%,
which interest shall be payable, in cash in arrears, monthly on the last day of
each month. ("Monthly Payment Dates").

         1.3 PRINCIPAL REPAYMENT. The Borrower shall, on May 31, 2008, pay any
then outstanding principal under this Note. The principal outstanding under this
Note may be repaid in whole or in part by the Borrower without penalty or
premium at any time and from time to time.

         1.4 RECORDING. The date and amount of each payment made on account of
the principal hereof shall be recorded by the Noteholder on Schedule A hereto;
provided that the failure of the Noteholder to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment
when due of any amount owing under this Note.

     2. EVENTS OF DEFAULT.

         Any one or more of the following events shall constitute an Event of
Default under this Note:

                  (a) The Borrower shall admit in writing its inability to, or
         be generally unable to, pay its debts as such debts become due.



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                  (b) The Borrower shall (i) apply for or consent to the
         appointment of, or the taking of possession by, a receiver, custodian,
         trustee or liquidator of itself or of all or a substantial part of its
         property, (ii) make a general assignment for the benefit of its
         creditors, (iii) commence a voluntary case under the Bankruptcy Code,
         (iv) file a petition seeking to take advantage of any other law
         relating to bankruptcy, insolvency, reorganization, winding-up, or
         composition or readjustment of debts, (v) fail to controvert in a
         timely and appropriate manner, or acquiesce in writing to, any petition
         filed against it in an involuntary case under the Bankruptcy Code, or
         (vi) take any corporate action for the purpose of effecting any of the
         foregoing.

                  (c) A proceeding or case shall be commenced against the
         Borrower, without its application or consent, in any court of competent
         jurisdiction, seeking (i) its liquidation, reorganization, dissolution
         or winding-up, or the composition or readjustment of its debts, (ii)
         the appointment of a trustee, receiver, custodian, liquidator or the
         like of all or any substantial part of its assets, or (iii) similar
         relief under any law relating to bankruptcy, insolvency,
         reorganization, winding-up, or composition or adjustment of debts, and
         such proceeding or case shall continue undismissed, or an order,
         judgment or decree approving or ordering any of the foregoing shall be
         entered and continue unstayed and in effect, for a period of 60 or more
         days; or an order for relief against the Borrower shall be entered in
         an involuntary case under the Bankruptcy Code.

Upon the occurrence of an Event of Default all Obligations shall become
immediately due and payable without any action by the Noteholder and the
Noteholder may exercise any and all rights and remedies under applicable law.

     3. CHOICE OF LAW.

         This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of Oregon applicable to contracts made
and performed in such state, without regard to the principles thereof regarding
conflict of laws.

     4. GENERAL PROVISIONS.

         4.1 SUCCESSORS AND ASSIGNS. This Note shall bind and inure to the
benefit of the respective successors and assigns of each of the parties;
PROVIDED, HOWEVER, that neither this Note nor any rights hereunder may be
assigned by the Borrower without the Noteholder's written consent, which consent
may be granted or withheld in the Noteholder's sole discretion. This Note may be
assigned by the Noteholder without the consent of the Borrower.

         4.2 AMENDMENTS IN WRITING, INTEGRATION. This Note cannot be changed or
terminated orally. Any amendment of, supplement to or other modification of this
Note must be in a written instrument executed by the Borrower and the
Noteholder. All prior agreements, understandings, representations, warranties,
and negotiations between the parties hereto with respect to the subject matter
of this Note, if any, are merged into this Note.

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         4.3 NO WAIVER. No failure or delay on the part of the Noteholder in the
exercise of any power, right or privilege under this Note shall impair such
power, right or privilege or be construed to be a waiver of any default or
acquiescence therein, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any
other right, power or privilege. Any waiver or consent with respect to any
provision of the Loan Documents shall be effective only in the specific instance
and for the specific purpose for which it was given.

         4.4 HEADINGS. Section and subsection headings in this Note are included
herein for convenience of reference only and shall not constitute a part of this
Note for any other purpose or be given any substantive effect.

         4.5 SEVERABILITY. Whenever possible, each provision of this Note shall
be interpreted in such a manner as to be valid, legal and enforceable under the
applicable law of any jurisdiction. Without limiting the generality of the
foregoing sentence, in case any provision of this Note shall be invalid, illegal
or unenforceable under the applicable law of any jurisdiction, the validity,
legality and enforceability of the remaining provisions, or of such provision in
any other jurisdiction, shall not in any way be affected or impaired thereby.

                                   * * * * * *

         IN WITNESS WHEREOF, this Amended and Restated Promissory Note has been
duly executed and delivered as of September 22, 2003.

                                        BLOOMING FARM, INC.

                                        By: /s/ Douglas D. Allen
                                            ---------------------------
                                            Douglas D. Allen
                                            President

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