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                                 AMENDED AND RESTATED
                             CERTIFICATE OF INCORPORATION
                                          OF
                              COLOR SPOT NURSERIES, INC.


     Color Spot Nurseries, Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

     1.   The name of the Corporation is Color Spot Nurseries, Inc.  The
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of Delaware on August 17, 1995. 

     2.   This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the Certificate of this Corporation as more
particularly set forth on EXHIBIT A.

     3.   The text of the Certificate of Incorporation as amended or
supplemented heretofore is restated as more particularly set forth on EXHIBIT A.

     4.   This Amended and Restated Certificate of Incorporation was duly
adopted by written consent of the stockholders in accordance with the applicable
provisions of Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware.

     5.   This Amended and Restated Certificate of Incorporation shall be
effective on the 24th day of December, 1997.

     IN WITNESS WHEREOF, COLOR SPOT NURSERIES, INC. has caused this Certificate
to be signed by MICHAEL F. VUKELICH, its Chief Executive Officer, this 22nd day
of December, 1997.

                                       COLOR SPOT NURSERIES, INC.



                                       By /s/ Michael F. Vukelich
                                         -----------------------------------
                                         MICHAEL F. VUKELICH
                                         Chief Executive Officer





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                                      EXHIBIT A

                  AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                          OF

                              COLOR SPOT NURSERIES, INC.


                                     ARTICLE I

          The name of the corporation is COLOR SPOT NURSERIES, INC. (hereinafter
referred to as the "Corporation").

                                     ARTICLE II

          The address of the Corporation's registered office in the state of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is THE CORPORATION TRUST
COMPANY.

                                    ARTICLE III

          The nature of the business of the Corporation and the purposes for
which it is organized are to engage in any business and lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware and to possess and employ all powers and privileges now or
hereafter granted or available under the laws of the State of Delaware to such
corporations.
                                     ARTICLE IV

          Section 1.     AUTHORIZED SHARES.  The number of shares of capital
stock of all classes which the Corporation shall have authority to issue is
55,000,000 shares, consisting of 50,000,000 shares of Common Stock, par value
$0.001 per share (the "Common Stock"), and 5,000,000 shares of Preferred Stock,
par value $0.01 per share (the "Preferred Stock").

          Section 2.     DESIGNATIONS, POWERS, AND PREFERENCES.  The
designations and the powers, preferences and rights, and the qualifications,
limitations or restrictions of the shares of each class of stock are as follows:

                    A.   PREFERRED STOCK.  Shares of Preferred Stock may be
issued in one or more series at such time or times as the Board of Directors may
determine.  All shares of any one series of Preferred Stock shall be of equal
rank and identical in all respects except as to the dates from and after which
dividends thereon shall cumulate, if cumulative.  The number of authorized


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shares of Preferred Stock may be increased or decreased by the affirmative vote
of a majority of the capital stock of the Corporation entitled to vote without
the separate vote of holders of Preferred Stock as a class.  Subject to the
limitations hereof and the limitations prescribed by law, the Board of Directors
of the Corporation (the "Board of Directors") is expressly authorized to fix
from time to time, by resolution or resolutions adopted prior to the issuance of
and providing for the establishment or issuance of any series of Preferred
Stock, the designation of such series and the powers, preferences and rights of
such series, and the qualifications, limitations or restrictions thereof.  The
authority of the Board of Directors with respect to each such series shall
include, but shall not be limited to, determination of the following:

                         (i)    The distinctive serial designation and number
     of shares comprising each such series (provided that the aggregate number
     of shares constituting all series of Preferred Stock shall not exceed the
     total number of authorized shares of Preferred Stock pursuant to Section 1
     of this Article IV), which number may (except where otherwise provided by
     the Board of Directors in creating such series) be increased or decreased
     (but not below the number of shares of such series then outstanding) from
     time to time by action of the Board of Directors;

                         (ii)   The rate of dividends, if any, on the shares of
     that series, whether dividends shall be noncumulative, cumulative to the
     extent earned or cumulative (and, if cumulative, from which date or dates),
     whether dividends shall be payable in cash, property, or rights, or in
     shares of the Corporation's capital stock, and the relative priority, if
     any, of payment of dividends on shares of that series over shares of any
     other series;

                         (iii)  Whether the shares of that series shall be
     redeemable and, if so, the terms and conditions of such redemption,
     including the date or dates upon or after which they shall be redeemable,
     the event or events upon or after which they shall be redeemable or at
     whose option they shall be redeemable, and the amount per share payable
     upon redemption (which amount may vary under different conditions and at
     different redemption dates) or the property or rights, including securities
     of any other corporation, payable upon redemption;

                         (iv)   Whether that series shall have a sinking fund
     for the redemption or purchase of shares of that series and, if so, the
     terms and amounts payable into such sinking fund;

                         (v)    The rights to which the holders of the shares
     of that series shall be entitled in the event of voluntary or involuntary
     liquidation, dissolution or winding up of the Corporation, and the relative
     rights of priority, if any, of payment of shares of that series in any such
     event;

                         (vi)   Whether the shares of that series shall be
     convertible into or exchangeable for any other securities and, if so, the
     terms and conditions of such conversion  


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     or exchange, including the rate or rates of conversion or exchange, the 
     date or dates upon or after which they shall be convertible or 
     exchangeable or at whose option they shall be convertible or exchangeable,
     and the method, if any, of adjusting the rates of conversion or exchange
     in the event of a stock split, stock dividend, combination or 
     reclassification of shares or similar event;

                         (vii)  Whether the issuance of any additional shares
     of such series shall be subject to restrictions, or whether any shares of
     any other series shall be subject to restrictions as to issuance, or as to
     the powers, preferences or rights of any such other series;

                         (viii) Whether the shares of that series shall have
     voting rights in addition to the voting rights provided by law, and, if so,
     the terms of such voting rights, including, without limitation, the
     authority to confer multiple votes per share, voting rights as to specified
     matters or issues or, subject to the provisions of this Amended and
     Restated Certificate of Incorporation, voting rights to be exercised either
     together with holders of Common Stock as a single class, or independently
     as a separate class;

                         (ix)   The rights of the holders of the shares of that
     series to elect additional directors of the Corporation under specified
     circumstances and the provisions under which such additional directors so
     elected shall serve; and

                         (x)    Any other preferences, privileges and powers
     and relative, participating, optional or other special rights and
     qualifications, limitations or restrictions of such series, as the Board of
     Directors may deem advisable and as shall not be inconsistent with the
     provisions of this Amended and Restated Certificate of Incorporation and to
     the full extent now or hereafter permitted by the laws of the State of
     Delaware.

                    B.   COMMON STOCK.  

          Subject to all of the rights of the Preferred Stock, and except as may
be provided with respect to the Preferred Stock herein, by law or by the Board
of Directors pursuant to this Article IV:

                         (i)    Dividends may be declared and paid or set apart
     for payment upon the Common Stock out of any assets or funds of the
     Corporation legally available for the payment of dividends;

                         (ii)   The holders of Common Stock shall have the
     right to vote for the election of directors and on all other matters
     requiring stockholder action, each share being entitled to one vote; and

                         (iii)  Upon the voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation, the net assets of the
     Corporation shall be distributed pro rata to the holders of the Common
     Stock in accordance with their respective rights and interests.


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                    C.   PREEMPTIVE RIGHTS.  No holder of any stock of the
Corporation of any class shall have the preemptive right to subscribe for or
purchase any part of any new or additional issue of stock of any class
whatsoever of the Corporation, or of securities convertible into or exchangeable
for stock of any class whatsoever, whether now or hereafter authorized, or
whether issued for cash or other consideration or by way of dividend.

                                     ARTICLE V

          The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.  For the management of the
business and for the conduct of the affairs of the Corporation, and in further
creation, definition, limitation and regulation of the powers of the Corporation
and of its directors and of its stockholders, it is further provided:

          Section 1.     ELECTIONS OF DIRECTORS.  Elections of directors need
not be by written ballot unless the Bylaws of the Corporation shall so provide.

          Section 2.     NUMBER, ELECTION, AND TERMS OF DIRECTORS.  Except as
otherwise fixed pursuant to the provisions of Article IV hereof relating to the
rights of the holders of any class or series of Preferred Stock to elect
additional directors under specified circumstances, the number of directors of
the Corporation shall be fixed from time to time exclusively by resolutions
adopted by the Board of Directors; provided, however, that no decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.

          The directors, other than those who may be elected by the holders of
any class or series of Preferred Stock, shall be classified, with respect to the
time for which they severally hold office, into three (3) classes, as nearly
equal in number as possible, as shall be provided in the manner specified in the
Bylaws of the corporation, Class I to hold office initially for a term expiring
at the annual meeting of stockholders to be held during the fiscal year ending
in 1998, Class II to hold office initially for a term expiring at the annual
meeting of stockholders to be held during the fiscal year ending in 1999, and
Class III to hold office initially for a term expiring at the annual meeting of
stockholders to be held during the fiscal year ending in 2000, with the members
of each class to hold office until their successors are elected and qualified. 
At each annual meeting of the stockholders of the Corporation, the successors to
the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.

          Section 3.     STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES.  Advance
notice of nominations for the election of directors, other than by the Board of
Directors or a committee thereof, shall be given in the manner provided in the
Bylaws.

          Section 4.     NEWLY CREATED DIRECTORSHIPS AND VACANCIES.  Except as
otherwise fixed pursuant to the provisions of Article IV hereof relating to the
rights of the holders of any class or series of Preferred Stock to elect
directors under specified circumstances, newly created 


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directorships resulting from any increase in the number of directors and any 
vacancies on the Board of Directors resulting from death, resignation, 
disqualification, removal or other cause shall be filled solely by the 
affirmative vote of a majority of the remaining directors then in office, 
even though less than a quorum of the Board of Directors, or by a sole 
remaining director.  Any director elected in accordance with the preceding 
sentence shall hold office for the remainder of the full term of the class of 
directors in which the new directorship was created or the vacancy occurred 
and until such directors successor shall have been elected and qualified, or 
until such director's earlier resignation or removal.

          Section 5.     STOCKHOLDER ACTION.  Except as otherwise prescribed by
law and subject to the rights of holders or any class or series of Preferred
Stock, special meetings of stockholders of the Corporation, for any purpose or
purposes, may be called only by the Chairman of the Board, if there be one, the
President, or the Board of Directors pursuant to a resolution approved by a
majority of the entire Board of Directors and shall be called by the Secretary
or any Assistant Secretary, if there be one, at the request in writing of a
majority of the entire Board of Directors or by holders of outstanding stock of
the Corporation having not less than the minimum number of votes that would be
necessary to authorize such action.

          Section 6.     BYLAW AMENDMENTS.  The Board of Directors shall have
power to make, alter, amend and repeal the Bylaws (except so far as the Bylaws
adopted by the stockholders shall otherwise provide).  Any Bylaws made by the
Board of Directors under the powers conferred hereby may be altered, amended or
repealed by the Board of Directors or by the stockholders of the Corporation. 
Notwithstanding the foregoing and anything contained in this Amended and
Restated Certificate of Incorporation to the contrary, Section 7 of Article II
and Section 3 of Article III of the Bylaws shall not be altered, amended or
repealed and no provision inconsistent therewith shall be adopted without the
affirmative vote of the holders of at least 66 2/3% of the voting power of all
the shares of capital stock of the Corporation entitled to vote generally in the
election of directors (the "Voting Stock"), voting together as a single class.

          Section 7.     REMOVAL OF DIRECTORS. Any director, other than those
who may be elected by the holders of any class or series of Preferred Stock, or
the entire Board of Directors, may be removed from office only for cause by the
affirmative vote of the holders of at least a majority of the voting power of
all of the then outstanding shares of Voting Stock, voting together as a single
class.

          Section 8.     AMENDMENT, REPEAL, ETC.  Notwithstanding any other
provision of this Amended and Restated Certificate of Incorporation or the
Bylaws (and notwithstanding the fact that a lesser percentage may be specified
by law), the affirmative vote of the holders of at least 66 2/3% of the voting
power of all the then outstanding shares of Voting Stock, voting together as a
single class, shall be required to alter, amend, adopt any provision
inconsistent with, or repeal, this Article V or any provision hereof.


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                                     ARTICLE VI

          The Corporation expressly elects to be governed by Section 203 of the
General Corporation Law of the State of Delaware.

                                    ARTICLE VII

          SECTION 1.  NATURE OF INDEMNITY.  Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he (or a person of whom
he is the legal representative), is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary, or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee,
fiduciary or agent or in any other capacity while serving as a director,
officer, employee, fiduciary or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent which it is empowered to do so by the
General Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment) against all expense, liability and loss (including attorneys' fees
actually and reasonably incurred by such person in connection with such
proceeding and such indemnification shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that, except as provided
in Section 2 of this Article VII, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding initiated by such
person only if such proceeding was authorized by the Board of Directors of the
Corporation.  The right to indemnification conferred in this Article VII shall
be a contract right and, subject to Sections 2 and 5 of this Article VII, shall
include the right to payment by the Corporation of the expenses incurred in
defending any such proceeding in advance of its final disposition.  The
Corporation may, by action of the Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

          SECTION 2.  PROCEDURE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS. 
Any indemnification of a director or officer of the Corporation under Section 1
of this Article VII or advance of expenses under Section 5 of this Article VII
shall be made promptly, and in any event within 30 days, upon the written
request of the director or officer.  If a determination by the Corporation that
the director or officer is entitled to indemnification pursuant to this Article
VII is required, and the Corporation fails to respond within sixty days to a
written request for indemnity, the Corporation shall be deemed to have approved
the request.  If the Corporation denies a written request for indemnification or
advancing of expenses, in whole or in part, or if payment in full pursuant to
such request is not made within 30 days, the right to indemnification or
advances as granted by this Article VII shall be enforceable by the director or
officer in any court of competent jurisdiction.  Such person's costs and
expenses incurred in connection with successfully establishing 


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his right to indemnification, in whole or in part, in any such action shall 
also be indemnified by the Corporation.  It shall be a defense to any such 
action (other than an action brought to enforce a claim for expenses incurred 
in defending any proceeding in advance of its final disposition where the 
required undertaking, if any, has been tendered to the Corporation) that the 
claimant has not met the standards of conduct which make it permissible under 
the General Corporation Law of the State of Delaware for the Corporation to 
indemnify the claimant for the amount claimed, but the burden of such defense 
shall be on the Corporation. Neither the failure of the Corporation 
(including the Board of Directors, independent legal counsel, or its 
stockholders) to have made a determination prior to the commencement of such 
action that indemnification of the claimant is proper in the circumstances 
because he or she has met the applicable standard of conduct set forth in the 
General Corporation Law of the State of Delaware, nor an actual determination 
by the Corporation (including its Board of Directors, independent legal 
counsel, or its stockholders) that the claimant has not met such applicable 
standard of conduct, shall be a defense to the action or create a presumption 
that the claimant has not met the applicable standard of conduct.

          SECTION 3.  NONEXCLUSIVITY OF ARTICLE VII.  The rights to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Article VII shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of this Amended and Restated Certificate of
Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.

          SECTION 4.  INSURANCE.  The Corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee, fiduciary, or agent of the Corporation or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, whether or not the Corporation would have the power
to indemnify such person against such liability under this Article VII.

          SECTION 5.  EXPENSES.  Expenses incurred by any person described in
Section 1 of this Article VII in defending a proceeding shall be paid by the
Corporation in advance of such proceeding's final disposition unless otherwise
determined by the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation.  Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

          SECTION 6.  EMPLOYEES AND AGENTS.  Persons who are not covered by the
foregoing provisions of this Article VII and who are or were employees or agents
of the Corporation, or who are or were serving at the request of the Corporation
as employees or agents of another corporation, partnership, joint venture, trust
or other enterprise, may be indemnified to the extent authorized at any time or
from time to time by the Board of Directors.


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          SECTION 7.  CONTRACT RIGHTS.  The provisions of this Article VII shall
be deemed to be a contract right between the Corporation and each director or
officer who serves in any such capacity at any time while this Article VII and
the relevant provisions of the General Corporation Law of the State of Delaware
or other applicable law are in effect, and any repeal or modification of this
Article VII or any such law shall not affect any rights or obligations then
existing with respect to any state of facts or proceeding then existing.

          SECTION 8.  MERGER OR CONSOLIDATION.  For purposes of this Article
VII, references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this Article
VII with respect to the resulting or surviving corporation as he or she would
have with respect to such constituent corporation if its separate existence had
continued.

          SECTION 9.  LIMITATION OF LIABILITY.  To the fullest extent permitted
by the General Corporation Law of the State of Delaware, no director shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.


          In accordance with the provisions of Section 103(d) of the General
Corporation Law of the State of Delaware, this Amended and Restated Certificate
of Incorporation shall become effective upon its filing date.


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          IN WITNESS WHEREOF, Color Spot Nurseries, Inc. has caused this Amended
and Restated Certificate of Incorporation to be signed and acknowledged by its
President and attested by its Secretary and its corporate seal to be affixed
hereto this 22nd day of December, 1997.

                                   COLOR SPOT NURSERIES, INC.



                                   By: /s/ Michael Vukelich
                                      -----------------------------------------
                                      Michael Vukelich, Chief Executive Officer



ATTEST:


 /s/ Karla Vukelich
---------------------------
Karla Vukelich, Secretary















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