<PAGE>

EXHIBIT 10.25.1




                           WAIVER AND AMENDMENT NO. 5
                         TO LOAN AND SECURITY AGREEMENT


        This Waiver and Amendment No. 5 to Loan and Security Agreement ("Waiver
and Amendment") dated September 28, 2000, is by and among Fleet Capital
Corporation, individually as a Lender and as Agent, the other Lenders signatory
to this Waiver and Amendment and Color Spot Nurseries, Inc. ("Borrower"). Agent,
Lenders and Borrower are parties to a Loan and Security Agreement dated as of
October 15, 1998 (as amended or otherwise modified from time to time, the "Loan
Agreement"). All capitalized terms used in this Waiver and Amendment and not
otherwise defined herein shall have the same meanings herein as in the Loan
Agreement.

        Borrower has requested that (a) Lenders waive the violation of the
Consolidated Net Cash Flow financial covenant for the four quarter period ending
June 30, 2000 (the "Covenant Violation") and (b) the Loan Agreement be amended
to (i) reset the financial covenants for each four quarter period beginning with
the four quarters ending September 30, 2000 and (ii) change the seasonal line
period.

        1.      WAIVER. Lenders hereby waive the Covenant Violation. The
foregoing waiver applies solely to the Covenant Violation and not to any other
Event of Default which has heretofore or may hereafter occur.

        2.      AMENDMENTS. The Loan Agreement is hereby amended as follows:

        (a)     Appendix A to the Loan Agreement ("General Definitions") is
                amended to delete clause (ii)(3) of the definition of Borrowing
                Base and to substitute the following in lieu thereof:

                (3)     $13,850,000 during the period commencing on each October
                        1 and ending on the following March 31 during the Term.

        (b)     For purposes of calculating the financial covenants set forth in
                Exhibit 8.3, EBITDA for each of the quarters ending September
                30, 2000, December 31, 2000, March 31, 2001 and June 30, 2001
                shall be increased by $2,000,000. The financial covenants

<PAGE>

                set forth in Exhibit 8.3 of the Loan Agreement are amended to be
                the following for each of the four quarter periods beginning
                with the four quarter period ending September 30, 2000:


                             INTEREST COVERAGE RATIO


<TABLE>
<CAPTION>                          PERIOD                                   RATIO

<S>                                                                         <C>
      Four Quarters ending September 30, 2000                               0.9

      Four Quarters ending December 31, 2000 and March 31, 2001             1.0

      Four Quarters  ending June 30, 2001 and each Four Quarter             1.2
      period thereafter

</TABLE>

<TABLE>
<CAPTION>                  CONSOLIDATED NET CASH FLOW

                           PERIOD                                      AMOUNT

<S>                                                                <C>
      Four Quarters ending September 30, 2000                      ($10,000,000)

      Four Quarters ending December 31, 2000
      and March 31, 2001                                           ($10,000,000)

      Four Quarters ending June 30, 2001                            ($5,000,000)

      Four Quarters ending September 30, 2001                       ($2,500,000)

      Any Four Quarter period which may be
      tested thereafter                                                 -0-

</TABLE>
All of the other Loan Documents shall be deemed amended to be consistent with
the foregoing amendments.


                                      -2-
<PAGE>


        3.      REPRESENTATION AND WARRANTIES. Borrower represents and warrants
that no Default or Event of Default has occurred and is continuing (except those
which have been waived in writing by Agent and Lenders). Borrower hereby
remakes, as of the date hereof, each of the representations and warranties made
by Borrower in the Loan Documents.

        4.      CONTINUING EFFECT. Except as modified hereby, the Loan Agreement
and the other Loan Documents shall continue in full force and effect in
accordance with their respective terms.

        5.      REAFFIRMATION AND CONFIRMATION. Borrower hereby ratifies,
affirms, acknowledges and agrees that the Loan Agreement and the Loan Documents
represent the valid, enforceable and collectible obligations of Borrower, and
Borrower further acknowledges that there are no existing claims, defenses,
personal or otherwise, or rights of setoff whatsoever with respect to the Loan
Agreement or any of the Loan Documents. Borrower hereby agrees that this Waiver
and Amendment in no way acts as a release or relinquishment of the Liens and
rights securing payments of the Obligations. The Liens and rights securing
payment of the Obligations are hereby ratified and confirmed by Borrower in all
respects.

        6.      COUNTERPARTS. This Waiver and Amendment may be executed in
counterpart and by different parties hereto in separate counterparts, each of
which taken together shall constitute but one and the same instrument.

        7.      EXPENSES. All of Agent's reasonable costs and expenses,
including attorney's fees, in connection with the preparation of this Waiver and
Amendment and all related documents shall be paid by Borrower upon request from
Agent.

        8.      CONDITIONS TO EFFECTIVENESS. This Waiver and Amendment shall be
effective upon execution and delivery of a counterpart hereof by Borrower, each
Lender and Agent.

                            [SIGNATURE PAGE FOLLOWS]



                                      -3-
<PAGE>




        IN WITNESS WHEREOF, this Waiver and Amendment has been duly executed as
of the date first above written.


                                  FLEET CAPITAL CORPORATION, as Agent and as a
                                  Lender


                                  By__________________________________________
                                  Its_________________________________________


                                  FIRST SOURCE FINANCIAL, LLP

                                  By:   First Source Financial, Inc., its
                                        Agent/Manager

                                        By:___________________________________
                                        Its:__________________________________


                                  COMERICA BANK


                                  By__________________________________________
                                  Its_________________________________________


                                  COLOR SPOT NURSERIES, INC.


                                  By____________________________________________
                                  Its___________________________________________


                                      -4-