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Execution Copy

                                                                     Exhibit 4.5


THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH ALL
APPLICABLE PROVISIONS OF STATE SECURITIES LAWS AND (A) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR (B) IF (I) THE "PURCHASER" AND "ISSUER"
(AS SUCH TERMS ARE HEREINAFTER DEFINED), HAVE BEEN FURNISHED WITH A REASONABLY
SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE
PROVISIONS OF SECTION 5 OF THE ACT AND (II) IF THE HOLDER IS A CITIZEN OR
RESIDENT OF ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO
EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE PURCHASER AND THE ISSUER
HAVE BEEN FURNISHED WITH A REASONABLY SATISFACTORY OPINION OF COUNSEL FOR THE
HOLDER THAT SUCH TRANSACTION WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY.

THIS 8.0% SUBORDINATED CONVERTIBLE NOTE (THE "NOTE" AND, TOGETHER WITH ANY LIKE
NOTES ISSUED UPON THE TRANSFER OR PARTIAL CONVERSION OF THE NOTE, THE "NOTES")
IS SUBORDINATED FIRST TO THE PRIOR PAYMENT AND SATISFACTION OF ALL "SENIOR
INDEBTEDNESS", PURSUANT TO, AND AS DEFINED IN, THAT CERTAIN SUBORDINATION
AGREEMENT DATED AS OF OCTOBER 15, 1998, AS AMENDED FROM TIME TO TIME (THE "FLEET
SUBORDINATION AGREEMENT") AMONG THE "ISSUER" (AS HEREINAFTER DEFINED), HELLER
EQUITY CAPITAL CORPORATION, AS PAYEE UNDER THIS NOTE, THE "AGENT" (AS DEFINED IN
THE FLEET SUBORDINATION AGREEMENT) TO THE EXTENT, AND IN THE MANNER PROVIDED IN,
THE FLEET SUBORDINATION AGREEMENT AND SECOND TO THE PRIOR PAYMENT AND
SATISFACTION OF ALL "SENIOR INDEBTEDNESS", PURSUANT TO, AND AS DEFINED IN, THAT
CERTAIN SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 20, 2001, AS AMENDED FROM
TIME TO TIME (THE "CATALYST SUBORDINATION AGREEMENT") AMONG THE "ISSUER" (AS
HEREINAFTER DEFINED), HELLER EQUITY CAPITAL CORPORATION, AS PAYEE UNDER THIS
NOTE AND CATALYST EQUITY FUND, L.P. ("CATALYST") TO THE EXTENT, AND IN THE
MANNER PROVIDED IN, THE CATALYST SUBORDINATION AGREEMENT. A COPY OF BOTH THE
FLEET SUBORDINATION AGREEMENT AND THE CATALYST
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SUBORDINATION AGREEMENT WILL BE PROVIDED TO ANY HOLDER OF THIS NOTE UPON WRITTEN
REQUEST TO THE ISSUER.


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                       8.0% SUBORDINATED CONVERTIBLE NOTE

November 20, 2001                                                     $4,690,473



     FOR VALUE RECEIVED, COLOR SPOT NURSERIES, INC., a Delaware corporation (the
"ISSUER" and the term Issuer shall include any successor, by name change or
otherwise, of such entity), hereby promises to pay to the order of HELLER EQUITY
CAPITAL CORPORATION, a Delaware corporation ("HELLER"), or any successor holder
of this Note, the principal amount of Four Million Six Hundred and Ninety
Thousand, Four Hundred Seventy Three Dollars $4,690,473), together with interest
thereon calculated from the date hereof in accordance with the provisions of
this Note.

     This Note was issued in connection with the consummation of an Exchange
Offer and Consent Solicitation, dated as of November 20, 2001 (the "EXCHANGE
OFFER"), which was part of an overall financial restructuring of the Issuer.
Capitalized terms used herein and not otherwise defined herein will have the
meanings given to such terms in the Exchange Offer.

     1.   PAYMENT OF INTEREST. Interest (computed on the basis of a 365-day
year) shall accrue on a daily basis at the rate of eight percent (8.0%) per
annum on the unpaid principal amount of this Note outstanding from time to time.
Subject in all events to the Fleet Subordination Agreement and the Catalyst
Subordination Agreement, the Issuer shall pay to the holder of this Note all
accrued interest (i) on December 31, 2001 for the period from the date hereof
through such date, and (ii) semi-annually thereafter on June 30 and December 31
of each year (each, an "INTEREST PAYMENT DATE"), beginning December 31, 2001;
provided that the Issuer, in its sole discretion, may elect to capitalize and
add to the principal amount of this Note all interest payable on any Interest
Payment Date, whereupon such amount of capitalized interest (together with any
interest capitalized on any prior Interest Payment Date, the "CAPITALIZED
AMOUNT") shall, from and after such Interest Payment Date and until paid in full
by the Issuer, constitute principal hereunder for all purposes hereof. In the
event that the Issuer fails to pay accrued interest in cash on any Interest
Payment Date, the Issuer shall be deemed to have elected to capitalize such
interest. Unless prohibited under applicable law, any accrued interest which is
payable hereunder and which is not paid on the date on which it is payable shall
bear interest from and after such date at the same rate at which interest is
then accruing on the principal amount of this Note. Any accrued interest which
for any reason has not theretofore been paid, shall be paid in full in
immediately available funds on the date on which the final principal payment on
this Note is paid. Interest shall accrue on any principal payment due under this
Note and, to the extent permitted by applicable law, on any interest which has
not been paid on the date on which it is payable, until such time as payment
therefor is actually delivered to the holder of this Note.

     2.   PAYMENT OF PRINCIPAL ON NOTE. Subject in all events to the Fleet
Subordination Agreement and the Catalyst Subordination Agreement:

     2.1  SCHEDULED PAYMENT. The Issuer shall pay the outstanding principal
amount of this Note, plus all accrued and unpaid interest (including the
Capitalized Amount

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(which amount, if any, shall at all times be assumed to constitute part of the
principal amount), if any), to the holder of this Note on the earlier of (i)
December 15, 2005 or (ii) the time set forth pursuant to Section 8.2(b) hereof
in connection with any acceleration of this Note.

     2.2  REDEMPTION.

          (a)  MANDATORY REDEMPTION. To the maximum extent permitted by
applicable law, at the option of the "Required Holders" (as hereinafter
defined), the entire principal balance of the Notes, plus all accrued and unpaid
interest, shall become immediately due and payable, without demand or notice
upon the occurrence of a Change of Control (as hereinafter defined).

          (b)  OPTIONAL REDEMPTION. The Issuer may, at any time and from time to
time, redeem all or a portion (in whole number multiples of $500,000) of the
outstanding principal amount of the Notes, pro rata among the holders of the
Notes on the basis of the outstanding principal amount of the Notes held by each
holder; provided that the Issuer has paid all interest on the Notes accrued
through the date of redemption specified in the Issuer's notice referred to in
subparagraph (c) below (to the extent such interest has not yet become part of
the Capitalized Amount). A redemption of less than all of the outstanding
principal amount of this Note shall not relieve the Issuer of its obligation to
pay the remaining outstanding principal amount of this Note on the date
specified in Section 2.1 above.

          (c)  NOTICE. The Issuer shall send written notice of its election to
make a redemption on the Notes to each holder of the Notes by registered or
certified mail, return receipt requested, at least forty-five (45) days prior to
the date of redemption.

     2.3  PRO RATA PAYMENT. The Issuer agrees that any payments to the holders
of the Notes (whether for principal, interest or otherwise) shall be made pro
rata among such holders based upon the aggregate principal amount of the Notes
held by each such holder. If any holder of a Note obtains any payment (whether
voluntary, involuntary, by application of offset or otherwise) of principal or
interest on any Note in excess of such holder's pro rata share of payments
obtained by all holders of the Notes, such holder shall purchase from the other
holders of the Notes such participation in the Notes held by them as is
necessary to cause such holders to share the excess payment ratably among each
of them as provided in this paragraph.

     2.4  PAYMENT ON NON-BUSINESS DAYS. If any payment on this Note shall become
due on a Saturday, Sunday or a bank or legal holiday under the laws of the State
of California, such payment shall be made on the next succeeding business day
and such extension of time shall in such case be included in computing any
interest due in connection with such payment.

     3.   CONVERSION.

     3.1  CONVERSION PROCEDURE.

          (a)  At any time and from time to time, including after the date of
notice required in Section 2.2(c) but before any redemption, any holder of this
Note may convert all or any portion of the principal amount, together with
accrued interest on such principal amount, of

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this Note into the number of shares of Issuer's non-voting Common Stock
(provided that any such conversion effected in connection with a "Public
Offering" (as hereinafter defined) shall be a conversion to voting Common
Stock), computed by dividing the principal amount to be converted (plus interest
accrued on such principal amount) by the "Conversion Price" (as defined in
Section 3.2 below) in effect at the time of conversion.

          (b)  Each conversion of any portion of this Note will be deemed to
have been effected as of the close of business on the date on which this Note,
or any replacement Note herefor, has been surrendered at the principal office of
Issuer accompanied by a notice of conversion specifying the portion of this Note
to be converted. At such time as such conversion has been effected, the rights
of the holder of this Note with respect to the amount so converted, as such
holder, will cease and the Person or Persons in whose name or names any
certificate or certificates for shares of non-voting or voting Common Stock, as
applicable, are to be issued upon such conversion will be deemed to have become
the holder or holders of record of the shares of non-voting or voting Common
Stock, as applicable, represented thereby.

          (c)  As soon as possible after a conversion has been effected, Issuer
will deliver to the converting holder:

               (i)  a certificate or certificates representing the number of
     shares of non-voting or voting Common Stock, as applicable, issuable by
     reason of such conversion in such name or names and such denomination or
     denominations as the converting holder has specified;

               (ii) the amount payable under Section 3.1(f) below with respect
     to such conversion; and

               (iii) a replacement Note which represents the principal portion,
     if any, of this Note, or any replacement Note herefor, which was not
     converted.

          (d)  The issuance of certificates for shares of non-voting or voting
Common Stock, as applicable, upon conversion of this Note, or any replacement
Note herefor, will be made without charge to the holders of such Note in respect
thereof or other cost incurred by Issuer in connection with such conversion and
the related issuance of shares of non-voting or voting Common Stock, as
applicable. Upon conversion of any Note, Issuer will take all such actions as
are necessary in order to insure that the Common Stock issued as a result of
such conversion is validly issued, fully paid and nonassessable.

          (e)  Issuer will not close its books against the transfer of Notes or
of Common Stock issued or issuable upon conversion of Notes in any manner which
interferes with the timely conversion of Notes.

          (f)  If any fractional interest in a share of non-voting or voting
Common Stock, as applicable, would, except for the provisions of this Section
3.1(f), be deliverable upon any conversion of the Notes, Issuer, in lieu of
delivering the fractional share therefor, shall pay an amount to the holder
thereof equal to the fair value of such fractional interest as of the date of
conversion, determined in good faith by Issuer's "Board" (as hereinafter
defined).

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     (g)  Notwithstanding any other provision hereof, if a conversion of Notes
is to be made in connection with a Public Offering, the holder of such Notes
shall give Issuer notice thereof within thirty (30) days of receipt of notice of
Issuer's intention to effect such Public Offering and the conversion of any
portion of the Notes may, at the election of the holder of such Notes, be
conditioned upon the consummation of the Public Offering, in which case such
conversion shall not be deemed to be effective until the consummation of the
Public Offering.

     (h)  Issuer shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock (both voting and non-voting),
solely for the purpose of issuance upon the conversion of the Notes, such number
of shares of Common Stock (both voting and non-voting) issuable upon the
conversion of all outstanding Notes. All shares of Common Stock which are so
issuable shall, when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges. Issuer shall take all
such actions as may be necessary to assure that all such shares of Common Stock
may be so issued without violation of any applicable law or governmental
regulation or any requirements of any domestic securities exchange upon which
shares of Common Stock may be listed (except for official notice of issuance
which shall be immediately delivered by Issuer upon each such issuance).

     3.2  CONVERSION PRICE. The "CONVERSION PRICE" will be $20.09, subject to
adjustment as provided in Sections 3.3 and 3.4 below.

     3.3  SUBDIVISION OR COMBINATION OF COMMON STOCK. If Issuer at any time
subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater
number of shares, the Conversion Price in effect immediately prior to such
subdivision will be proportionately reduced, and if Issuer at any time combines
(by combination, reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination will be
proportionately increased.

     3.4  REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.

          (a)  ISSUER SURVIVES. Upon the consummation of an "Organic Change" (as
hereinafter defined) (other than a transaction in which Issuer is not the
surviving entity) the terms of the Notes shall be deemed modified, without
payment of any additional consideration therefor, so as to provide that upon the
conversion of the Notes following the consummation of such Organic Change, the
holder of such Notes shall have the right to acquire and receive (in lieu of or
in addition to the shares of Common Stock acquirable and receivable prior to the
Organic Change) such shares of stock, securities or assets as such holder would
have received if such holder had converted its Notes into Common Stock
immediately prior to such Organic Change, in each case giving effect to any
adjustment of the Conversion Price made after the date of consummation of the
Organic Change. All other terms of the Notes shall remain in full force and
effect following such an Organic Change. The provisions of this Section 3.4(a)
shall similarly apply to successive Organic Changes.

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          (b)  ISSUER DOES NOT SURVIVE. Issuer shall not enter into an Organic
Change that is a transaction in which Issuer is not the surviving entity unless
the surviving entity shall issue new securities, without payment of any
additional consideration therefor, with terms that provide that upon the
conversion of such securities following the consummation of such Organic Change,
the holder of such securities shall have the right to acquire and receive (in
lieu of or in addition to the shares of Common Stock acquirable and receivable
prior to the Organic Change) such shares of stock, securities or assets as such
holder would have received if such holder had converted its Notes into Common
Stock immediately prior to such Organic Change, in each case giving effect to
any adjustment of the Conversion Price of such new securities made after the
date of consummation of the Organic Change on an equivalent basis to the
adjustments provided for the Conversion Price herein. All other terms of the new
securities shall be equivalent to the terms of the Notes provided for herein.
The provisions of this Section 3.4(b) shall similarly apply to successive
Organic Changes.

     3.5  CERTAIN EVENTS. If any event occurs of the type contemplated by the
provisions of this Section 3 but not expressly provided for by such provisions,
then the Board of Directors of Issuer (the "BOARD") will make an appropriate
adjustment in the Conversion Price to reflect such event.

     3.6  NOTICES.

          (a)  Promptly upon any adjustment of the Conversion Price, Issuer will
give written notice thereof to all holders of Notes.

          (b)  Issuer will give written notice to all holders of Notes at least
twenty (20) days prior to the date on which Issuer closes its books or takes a
record (i) with respect to any dividend or distribution upon Common Stock, (ii)
with respect to any pro rata subscription offer to holders of Common Stock or
(iii) for determining rights to vote with respect to any Organic Change,
dissolution or liquidation.

          (c)  Issuer will also give written notice to the holders of Notes at
least twenty (20) days prior to the date on which any Organic Change will take
place.

     3.7  MANDATORY CONVERSION. Issuer may require the conversion of all of the
outstanding Notes to shares of voting Common Stock of Issuer upon the closing of
a firm commitment underwritten Public Offering of shares of Issuer's Common
Stock in which (i) the net proceeds received by Issuer will be at least
$20,000,000 and (ii) the price per share paid by the public for such shares will
be at least equal to the Conversion Price then in effect. Any such mandatory
conversion shall only be effected at the time of and subject to the closing of
the sale of such shares pursuant to such Public Offering and upon written notice
of such mandatory conversion delivered to all holders of Notes at least twenty
(20) but not more than sixty (60) days prior to such closing.

     4.   PURCHASE RIGHTS.

     Except in connection with the issuance, if any, of Common Stock of the
Issuer (or of warrants or other rights to acquire the same or upon the exercise
of any such warrants or rights) of up to an aggregate of 49% of the Company's
Common Stock (on a fully diluted basis) to any

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holder of the Issuer's Series A Preferred Stock in consideration for any
amendment to the Series A Certificate of Designation or in consideration for
such holder's agreement to participate in the Issuer's new credit agreement (the
"CREDIT AGREEMENT") as contemplated and provided for in the Letter Agreements
dated the date hereof between and among the Issuer, KCSN Acquisition Company,
L.P., TCW Crescent Mezzanine, LLC ("TCW") and Ares Leveraged Investment Fund,
L.P. ("Ares"), if at any time Issuer distributes, grants or issues for no
consideration any rights or options to subscribe for or to purchase shares of
Common Stock or securities convertible into or exchangeable for shares of Common
Stock (such rights or options referred to herein as "OPTIONS" and such
convertible or exchangeable stock or securities referred to herein as
"CONVERTIBLE SECURITIES") or rights to purchase stock, warrants, securities or
other property to any Affiliate of Issuer other than pursuant to the Approved
Stock Plan (the "PURCHASE RIGHTS") then each holder of Notes will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which such holder could have acquired had such grant,
distribution or issuance been made to all holders of Common Stock and if such
holder had held the number of shares of Common Stock acquirable upon conversion
of such holder's Notes immediately before the date on which a record is taken
for the distribution, issuance or grant of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of Common Stock are to
be determined for the distribution, issue or grant of such Purchase Rights.

     5.   COVENANTS. For as long as any Notes (which if converted would
represent at least five percent (5%) of the outstanding Common Stock) remain
outstanding:

     5.1  FINANCIAL STATEMENTS AND OTHER INFORMATION. The Issuer will deliver to
each holder of Notes:

          (a)  AUDITED FINANCIAL STATEMENTS. As soon as practicable after the
end of each fiscal year of Issuer, and in any event within one hundred and
twenty (120) days thereafter, consolidated balance sheets of Issuer and its
Subsidiaries, as at the end of such year, and consolidated statements of
operations and cash flows of Issuer and its Subsidiaries, for such fiscal year,
prepared in accordance with Generally Accepted Accounting Principles ("GAAP")
(including any changes in accounting practices that are approved by Issuer's
independent accountants) and setting forth in each case in comparative form the
figures for the previous fiscal year, certified by nationally recognized
independent public accountants selected by Issuer;

          (b)  INTERIM FINANCIAL STATEMENTS. As soon as practicable after the
end of each month and in any event within forty-five (45) days thereafter,
consolidated balance sheets of Issuer and its Subsidiaries as of the end of such
period, and consolidated statements of operations of Issuer and its Subsidiaries
for such period and for the current fiscal year to date, prepared substantially
in accordance with GAAP (except for the absence of required footnotes and normal
year-end adjustments) and setting forth in comparative form the figures for the
corresponding periods of the previous fiscal year, together with a comparison of
such statements to Issuer's budget, subject to changes resulting from normal
year-end audit adjustments, all in reasonable detail and certified by the
principal financial officer of Issuer;

          (c)  BUDGET. Promptly upon the completion of its preparation, an
annual business plan, including a budget and detailed financial projections for
Issuer and its Subsidiaries

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for such period, all in reasonable detail, together with any related information
reasonably requested by the Required Holders and approved by a majority of the
Board;

          (d)  AUDITORS' REPORTS. Promptly upon receipt thereof, copies of all
other reports, if any, submitted to Issuer by independent public accountants in
connection with any annual or interim audit of the books of Issuer and its
Subsidiaries made by such accountants;

          (e)  LENDER INFORMATION. A copy of each notice of default that Issuer
or any Subsidiary delivers to, or has delivered to it, by any holder of Senior
Indebtedness;

          (f)  LITIGATION. Promptly upon the Issuer's learning thereof, notice
of any litigation, suit or administrative proceeding that could reasonably be
expected to have a material adverse effect, whether or not the claim is
considered by Issuer to be covered by insurance;

          (g)  OTHER INFORMATION. With reasonable promptness, all material press
releases issued by Issuer or any Subsidiary, any filings made with the
Securities and Exchange Commission by Issuer or any Subsidiary and such other
data and information as the Issuer from time to time may furnish to the holders
of its securities in their capacities as such.

     The holder of this Note acknowledges that the filing of reports pursuant to
the Securities Exchange Act of 1934, as amended, shall satisfy the requirements
of Section 5.1(a) and (b).

     5.2  ACCOUNTING. Issuer will maintain and will cause each of its
Subsidiaries to maintain a system of accounting established and administered
substantially in accordance with GAAP (except for changes in accounting
practices that are approved by Issuer's independent accountants) and all
financial statements delivered under this Section 5 will be prepared in
accordance with GAAP (except for changes in accounting practices that are
approved by Issuer's independent accountants).

     5.3  INSURANCE. The Issuer agrees to maintain or cause to be maintained,
with financially sound and reputable insurers or through an adequate
self-insurance program, insurance with respect to its assets and business and
the assets and business of its Subsidiaries against loss or damage, in amounts
which are deemed adequate by the Issuer and is commercially reasonable under the
circumstances, and at the request of any holder of Notes shall furnish such
holder with evidence of the same.

     5.4  PAYMENT OF TAXES AND OTHER OBLIGATIONS. The Issuer agrees to pay or
cause to be paid all taxes, assessments and other governmental charges levied
upon any of its assets or those of its Subsidiaries or in respect of its
franchises, businesses, premium, income or profits, and all claims for work,
labor or materials, which if unpaid could result in a material adverse effect,
before the same become delinquent, except that (unless and until foreclosure,
sale or other similar proceedings shall have been commenced) no such charge need
be paid if being contested in good faith and by appropriate measures promptly
initiated and diligently conducted if (a) such reserve or other appropriate
provision, if any, as shall be required by sound accounting practice shall have
been made therefor, and (b) such contest does not have a material adverse
effect.

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     5.5  COMPLIANCE WITH LAWS. The Issuer agrees to use its commercially
reasonable best efforts to comply, and shall use its commercially reasonable
best efforts to cause its Subsidiaries to comply, with all laws, rules,
regulations, judgments, orders and decrees of any governmental or regulatory
authority applicable to it and its assets, including, but not limited to, those
of Delaware and California, and with all contracts, and agreements to which it
is a party or shall become a party, in each case to the extent that any failure
to comply with or violation of which would have a material adverse effect.

     5.6  PRESERVATION OF CORPORATE EXISTENCE AND PROPERTY; OPERATIONS. The
Issuer agrees to preserve, protect, and maintain, and cause each of its material
Subsidiaries to preserve, protect, and maintain, (a) its corporate existence,
and (b) all rights, franchises, accreditations, privileges, and properties in
each case to the extent that any failure to comply with or failure to preserve,
protect, and maintain would have a material adverse effect.

     5.7  AFFILIATE TRANSACTIONS. The Issuer agrees that it will not enter into,
or permit any of its Subsidiaries to enter into, any transaction with any of its
or any Subsidiary's Affiliates, except for (i) employment arrangements and
benefit programs on terms approved by the Board, (ii) transactions not less
favorable to the Issuer or any of its Subsidiaries than would be available from
unaffiliated parties, (iii) transactions contemplated by the Fee Agreement dated
December 31, 1996 between Issuer and Kohlberg & Co., L.L.C., a Delaware limited
liability company; (iv) the financial restructuring of the Issuer of which this
Note is a part which also includes, but is not limited to, the exchange of the
Issuer's 10 1/2% Senior Subordinated Notes due 2007 for 13% Senior Subordinated
Notes due 2005 and 13% Series B Cumulative Preferred Stock and the
participation, if any, of any holder of the Issuer's Series A Preferred Stock in
the Credit Agreement, including the possible issuance of Common Stock (or
warrants or other rights to acquire such) as contemplated and provided for in
the Letter Agreements dated the date hereof between and among the Issuer, KCSN
Acquisition Company, L.P., TCW and Ares. In no event shall Issuer and/or any
Subsidiary of Issuer transfer, in any transaction or series of transactions,
substantially all of Issuer's consolidated assets to any Affiliate other than a
direct or indirect Subsidiary of Issuer.

     6.   REGISTRATION OF TRANSFER.

     Issuer will keep at its principal office a register for the registration of
the Notes. Upon the surrender of any of the Notes at such place, Issuer will, at
the request of the record holder of such Note, execute and deliver (at Issuer's
expense) a new Note or Notes in exchange therefor representing in the aggregate
the amount of outstanding principal and accrued interest represented by the
surrendered Note. Each such new Note will be registered in such name and will
represent such amount of outstanding principal and accrued interest as is
requested by the holder of the surrendered certificate and will be substantially
identical in form to the surrendered Note; provided, however, that any transfer
shall be subject to any applicable restrictions on the transfer of such Note and
the payment of any applicable transfer taxes, if any, by the holder thereof.

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     7.   REPLACEMENT.

     Upon receipt of evidence reasonably satisfactory to Issuer (an affidavit of
the registered holder will be satisfactory) of the ownership and the loss,
theft, destruction or mutilation of any of the Notes, and in the case of any
such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to Issuer (provided that if the holder is an institutional investor
its own agreement will be satisfactory), or, in the case of any such mutilation,
upon surrender of such certificate, Issuer will (at its expense) execute and
deliver in lieu of such Note a new Note of like kind representing the principal
amount and accrued interest outstanding on such Note and represented by such
lost, stolen, destroyed or mutilated Note and dated the date of such lost,
stolen, destroyed or mutilated Note.

     8.   EVENTS OF DEFAULT.

     8.1  DEFINITION. For purposes of this Note, an Event of Default shall be
deemed to have occurred:

          (a)  FAILURE TO PAY INTEREST. If the Issuer fails to pay on any
Interest Payment Date the full amount of interest then accrued and payable with
respect to the Notes (and such failure continues for a period of five (5) days),
provided that the Issuer's actual or deemed election to capitalize interest
accrued and payable on this Note, as and to the extent provided in Section 1
above, shall not constitute an Event of Default;

          (b)  FAILURE TO PAY PRINCIPAL. If the Issuer fails to pay when due the
full amount of any principal payment on any Note;

          (c)  COVENANT BREACH. If the Issuer breaches or otherwise fails to
perform or observe any covenant or agreement contained in the Notes and such
failure to perform or observe a covenant or agreement is not cured within thirty
(30) days after the Issuer receives written notice of the occurrence thereof;

          (d)  BANKRUPTCY, ETC. If the Issuer or any of its material
Subsidiaries makes an assignment for the benefit of creditors or admits in
writing its inability to pay its debts generally as they become due; or an
order, judgment or decree is entered adjudicating the Issuer or any of its
material Subsidiaries bankrupt or insolvent; or any order for relief with
respect to the Issuer or any of its material Subsidiaries is entered under the
United States Bankruptcy Code, as amended; or the Issuer or any of its material
Subsidiaries petitions or applies to any tribunal for the appointment of a
custodian, trustee, receiver or liquidator of the Issuer or any of its material
Subsidiaries, or of any substantial part of its assets, or commences any
proceeding (other than a proceeding for the voluntary liquidation and
dissolution of any of its Subsidiaries relating to the Issuer or any of its
material Subsidiaries under any bankruptcy reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law of any
jurisdiction; or any such petition or application is filed, or any such
proceeding is commenced, against the Issuer or any of its material Subsidiaries
and either (i) the Issuer or any of its material Subsidiaries by any act
indicates its approval thereof, consent thereto or acquiescence therein or (ii)
such petition, application or proceeding is not dismissed within sixty (60)
days;

                                       11
<Page>

          (e)  MONEY JUDGMENT. If any final money judgment, writ or warrant of
attachment, or similar process involving (i) an amount in any individual case in
excess of $250,000 or (ii) an amount in the aggregate in excess of $1,000,000 is
entered or filed against the Issuer or any of its material Subsidiaries or any
of its assets and remains undischarged, unvacated, unbonded or unstayed for a
period of thirty (30) days;

          (f)  CROSS-ACCELERATION. If the Issuer or any of its material
Subsidiaries defaults in the performance of any obligation or obligations, if
the effect of such default is to cause an amount having an individual principal
amount in excess of $1,000,000 or having an aggregate principal amount in excess
of $2,500,000 to become due prior to its stated maturity; or

          (g)  FAILURE TO REDEEM. If the Issuer shall fail to make a mandatory
redemption of the Notes when required hereunder.

     8.2  CONSEQUENCES OF EVENTS OF DEFAULT.

          (a)  If an Event of Default of the type described in paragraph (d) of
Section 8.1 above has occurred, the entire outstanding principal amount of the
Notes, plus all accrued interest thereon, shall immediately become due and
payable, without any demand or other action on the part of the holders thereof.

          (b)  If any Event of Default (other than of the type described in
paragraph (d) of Section 8.1 above) has occurred, the Required Holders may
declare (by written notice delivered to the Issuer) all or any portion of the
outstanding principal amount of Notes immediately due and payable and demand
immediate payment of all or any portion of the outstanding principal amount of
the Notes owned by such holder or holders. The Issuer shall give prompt written
notice of any such demand to the other holders of Notes (but in any event within
five (5) days after the initial declaration of acceleration), and each such
other holder may demand immediate payment of all or any portion of such holder's
Notes by giving written notice thereof to the Issuer within seven (7) days after
receipt of the Issuer's notice. If any holder or holders of Notes demands
immediate payment of all or any portion of such holder's Notes pursuant to the
terms of this Section 8.2(b), the Issuer shall pay to such holder or holders the
principal amount of Notes requested to be paid plus accrued interest thereon
within thirty (30) days after the initial declaration of acceleration; provided
that if at any time after any Notes shall have become due and payable pursuant
to this Section 8.2(b), the Issuer shall pay all arrears of interest on the
Notes and all payments on account of the principal (if any) on the Notes which
shall have become due otherwise than by acceleration (with interest on such
overdue principal (if any) and overdue interest at the rate specified in the
Notes) and all Events of Default (other than nonpayment of principal of, and
interest on, the Notes due and payable solely by virtue of acceleration) shall
be remedied prior to the expiration of such 30-day period or waived by the
Required Holders at any time, then, such acceleration and its consequences shall
be automatically rescinded.

     Each holder of Notes shall also have any other rights which such holder may
have been afforded under any contract or agreement, including, without
limitation, this Note, and

                                       12
<Page>

specifically, without limitation, the rights to convert contained in Section 3
hereof, at any time and any other rights which such holder may have pursuant to
applicable law.

     9.   NOTICES. Any notice, demand, or communication required or permitted to
be given by any provision of this Note shall be deemed to have been sufficiently
given or served for all purposes if (a) personally delivered, (b) sent by a
nationally recognized overnight courier service for next business day delivery,
to the recipient at the address below indicated or (c) delivered by facsimile
which is confirmed in writing by sending a copy of such facsimile to the
recipient thereof pursuant to clause (a) or (b) above:

     If to the Issuer:

          Color Spot Nurseries, Inc.
          3478 Buskirk Avenue
          Suite 260
          Pleasant Hill, California 94523
          (925) 935-0799 (telecopier)
          (925) 934-4443 (telephone)
          Attention: President

     With copies to:

          Brownstein Hyatt & Farber, P.C.
          410 17th Street - Suite 2200
          Denver, Colorado 80202
          (303) 223-1111 (telecopier)
          (303) 223-1100 (telephone)
          Attention: Steven S. Siegel, Esq.

     If to Heller:

          Heller Equity Capital Corporation
          500 West Monroe Street
          Chicago, Illinois 60661
          (312) 441-7236 (telecopier)
          (312) 441-7274 (telephone)
          Attention: President

     With copies to:

          Heller Financial, Inc.
          500 West Monroe Street
          Chicago, Illinois 60661
          (312) 441-7208 (telecopier)
          (312) 441-6798 (telephone)
          Attention: Charles P. Brissman, Esq.

                                       13
<Page>

or to such other address as any party hereto may, from time to time, designate
in a written notice given in like manner.

     Except as otherwise provided herein, any notice under this Agreement will
be deemed to have been given (x) on the date such notice is personally delivered
or delivered by confirmed facsimile, or (y) the next succeeding business day
after the date such notice is delivered to the overnight courier service if sent
by overnight courier for next business day delivery; PROVIDED that in each case
notices received after 4:00 p.m. (local time of the recipient) shall be deemed
to have been duly given on the next business day.

     10.  SUBORDINATION. ALL OF THE HOLDERS' RIGHTS AND REMEDIES UNDER THIS
NOTE, INCLUDING THE RIGHT TO PAYMENT, ARE AND SHALL BE SUBORDINATED AND JUNIOR
TO THE PAYMENT IN FULL OF "SENIOR INDEBTEDNESS" (AS THAT TERM IS DEFINED IN EACH
OF THE FLEET SUBORDINATION AGREEMENT AND THE CATALYST SUBORDINATION AGREEMENT)
ON TERMS AND CONDITIONS SET FORTH FIRST IN THE FLEET SUBORDINATION AGREEMENT AND
SECOND IN THE CATALYST SUBORDINATION AGREEMENT. PAYMENTS UNDER THIS NOTE ARE
SUBJECT TO THE HOLDER'S OBLIGATIONS TO PAY SUCH AMOUNTS OVER TO THE HOLDERS OF
SENIOR INDEBTEDNESS (AS DESCRIBED IN EACH OF THE FLEET SUBORDINATION AGREEMENT
AND THE CATALYST SUBORDINATION AGREEMENT AT THE TIMES, AND IN THE MANNER,
PROVIDED IN EACH OF THE FLEET SUBORDINATION AGREEMENT AND THE CATALYST
SUBORDINATION AGREEMENT).

     11.  AMENDMENT AND WAIVER. Except as otherwise expressly provided herein,
the provisions of the Notes may be amended and the Issuer may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Issuer has obtained the written consent of the holders of at
least a majority of the outstanding principal amount of the Notes (the "REQUIRED
HOLDERS"). Without limiting the foregoing, no such action shall change (i) the
rate at which or the manner in which interest accrues on the Notes or the times
at which such interest becomes payable, (ii) any provision relating to the
scheduled payments or prepayments of principal on the Notes, or (iii) the
provisions of this Section 11, without the written consent of the Required
Holders.

     12.  CANCELLATION. After all principal and accrued interest at any time
owed on this Note has been paid in full (and not subject to an order to return
or turn-over payments), or upon conversion of the entire amount of this Note as
may be outstanding, this Note shall be surrendered to the Company for
cancellation and shall not be reissued.

     13.  MANNER OF PAYMENT. Except as otherwise provided herein, any payment to
be made hereunder shall be made at the direction of the holder of this Note by
check or draft payable to or upon the order of the holder of this Note or, if
such payment exceeds $100,000, by wire transfer of immediately available federal
funds to an account designated by such holder. If any payment of principal or
interest on this Note shall become due on a Saturday, Sunday or a bank or legal
holiday under the laws of the State of California, such payment shall be made on
the next succeeding business day and such extension of time shall in such case
be included in computing interest in connection with such payment. Payments of
principal and interest are to be

                                       14
<Page>

delivered to the holder hereof at the address indicated on the Issuer's records
or to such other address or to the attention of such other person as specified
by prior written notice to the Issuer.

     14.  WAIVER OF NOTICE. To the extent permitted by law, the Issuer hereby
waives demand, notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement of this Note.

     15.  GOVERNING LAW. This Note shall be construed and enforced in accordance
with, and all questions concerning the construction, validity, interpretation
and performance of this Note shall be governed by, the laws of the State of
California, without giving effect to provisions thereof regarding conflict of
laws.

     16.  CERTAIN DEFINITIONS.

     "APPROVED STOCK PLAN" shall mean collectively, all contracts, plans or
agreements which have been approved by the board of directors of Issuer,
pursuant to which Issuer's securities representing up to an aggregate of fifteen
percent (15%) shares of Common Stock (on a fully diluted basis) may be issued to
employees, officers, directors, consultants or other service providers of the
Issuer.

     "AFFILIATE" shall mean any Person that directly or indirectly, through one
or more intermediaries, controls or is controlled by or is under common control
with another Person. The term "CONTROL" means possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. For the purposes hereof, any Person which owns or
controls, directly or indirectly, ten percent (10%) or more of the securities of
any other Person shall be deemed to "control" such Person. All of the Issuer's
executive officers, shareholders, directors, Subsidiaries, joint venturors and
partners shall be deemed to be Affiliates of the Issuer for purposes hereof.

     "CHANGE OF CONTROL" means the occurrence of one or more of the following
events: (i) any sale, lease, exchange or other transfer (in any one transaction
or a series of related transactions) of all or substantially all of the assets
of the Company to any Person or group of related Persons for purposes of Section
13(d) of the Exchange Act (a "GROUP"), together with any Affiliates thereof
(whether or not otherwise in compliance with the provisions of the New Notes
Indenture dated as of November 20, 2001 (the "NEW NOTES INDENTURE") among the
Issuer and the Trustee (as defined in the New Notes Indenture)); (ii) the
approval by the holders of Capital Stock of the Company of any plan or proposal
for the liquidation or dissolution of the Company (whether or not otherwise in
compliance with the provisions of the New Notes Indenture); (iii) any Person or
Group (other than the Permitted Holder(s) (as defined in the Exchange Offer) or
SunAmerica Asset Management Corp., AIG Global Investment Corp., Ares Management,
L.P., TCW/Crescent Mezzanine, LLC or the other Existing Bondholders (as defined
in the Exchange Offer) or any combination of such entities and their respective
Affiliates) shall become the owner, directly or indirectly, beneficially or of
record, of more than 35% of the shares of the issued and outstanding Capital
Stock of the Company that is generally entitled to vote for the election of
directors (other than the Series A Preferred Stock or the Series B Preferred
Stock); or (iv) the replacement of a majority of the Board of Directors of the

                                       15
<Page>

Company over a two-year period from the directors who constituted the Board of
Directors of the Company at the beginning of such period, and such replacement
shall not have been approved by a vote of (A) the Credit Agent (as defined in
the New Notes Indenture), (B) the holders of a majority of the issued and
outstanding Series B Preferred Stock or (C) a majority of the Board of Directors
of the Company then still in office who either were members of such Board of
Directors at the beginning of such period or whose election as a member of such
Board of Directors was previously so approved.

     "COMMON STOCK" means the common stock of Issuer.

     "ORGANIC CHANGE" means any capital reorganization, reclassification,
consolidation, merger, lease, or sale of all or substantially all of Issuer's
assets to another Person which is effected in such a way that holders of Common
Stock are entitled to receive (either directly or upon subsequent liquidation)
stock, securities or assets with respect to or in exchange for shares of Common
Stock.

     "PERSON" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, a limited liability company, an
unincorporated organization or a governmental entity or any department, agency
or political subdivision thereof.

     "PUBLIC OFFERING" means any offering by Issuer of its equity securities to
the public pursuant to an effective registration statement under the Securities
Act of 1933, as then in effect, or any comparable statement under any similar
federal statute then in force; provided that a Public Offering will not include
an offering made on Securities and Exchange Commission Form S-4.

     "SENIOR INDEBTEDNESS" has the meaning set forth in each of the Fleet
Subordination Agreement and the Catalyst Subordination Agreement.

     "SERIES A CERTIFICATE OF DESIGNATION" means the Certificate of Designation,
Preferences and Relative, Participating, Optional and other Special Rights of
Preferred Stock and Qualifications, Limitations and Restrictions of 13% Series A
Cumulative Preferred Stock of Color Spot Nurseries, Inc.

     "SUBSIDIARY" means any corporation of which the shares of stock having a
majority of the general voting power in electing the board of directors are, at
the time as of which any determination is being made, owned by Issuer either
directly or indirectly through Subsidiaries.

     17.  CONSENT TO JURISDICTION AND SERVICE OF PROCESS. THE ISSUER HEREBY
CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA AND IRREVOCABLY AGREES THAT SUBJECT
TO HELLER'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS NOTE SHALL BE LITIGATED IN SUCH COURTS. THE ISSUER ACCEPTS FOR ITSELF AND
IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH THIS

                                       16
<Page>

NOTE. THE ISSUER DESIGNATES AND APPOINTS CORPORATION SERVICE COMPANY AND SUCH
OTHER PERSONS AS MAY HEREINAFTER BE SELECTED BY THE ISSUER WHO IRREVOCABLY
AGREES IN WRITING TO SO SERVE AS AGENT TO RECEIVE ON THE ISSUER'S BEHALF SERVICE
OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING
HEREBY ACKNOWLEDGED BY THE ISSUER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL
TO THE ISSUER AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY
APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF
SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY THE ISSUER REFUSES TO ACCEPT
SERVICE, THE ISSUER HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE
SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF HELLER TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF HELLER
TO BRING PROCEEDINGS AGAINST THE ISSUER IN THE COURTS OF ANY OTHER JURISDICTION.

     18.  WAIVER OF JURY TRIAL. EACH OF THE ISSUER AND HELLER HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS NOTE OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT
MATTER OF THIS TRANSACTION AND THE RELATIONSHIP THAT IS BEING ESTABLISHED. EACH
OF THE ISSUER AND HELLER ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH
BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE OTHER PARTY. THE SCOPE
OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS NOTE,
INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF THE ISSUER AND
HELLER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A
BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING
INTO, OR ACCEPTING, THIS NOTE, AS THE CASE MAY BE AND THAT EACH WILL CONTINUE TO
RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE ISSUER AND HELLER
FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH THEIR
RESPECTIVE LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES THEIR
RESPECTIVE JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE TRANSACTION CONTEMPLATED HEREBY. IN THE EVENT OF
LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

                                       17
<Page>

     IN WITNESS WHEREOF, the Issuer has executed and delivered this Note as of
the date first written above.


                                        COLOR SPOT NURSERIES, INC., a
                                        Delaware corporation

                                        By:
                                           ----------------------------------
                                           David J. Barrett
                                           Chief Executive Officer