Exhibit 10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of December 20, 2000 between COLOR SPOT NURSERIES, INC., a Delaware corporation (the "Company"), and DAVID J.
BARRETT ("Executive").

This
Agreement provides for the employment of Executive as Chief Operating Officer of the Company upon the terms and subject to the conditions set forth herein.

NOW,
THEREFORE, in consideration of the mutual undertakings contained herein, the parties agree as follows:

ARTICLE 1.  EMPLOYMENT

1.1Employment.The Company agrees to employ Executive, and Executive hereby accepts employment with
the Company, upon the terms and conditions set forth in this Agreement for the period beginning on December 20, 2000 (the "Effective Date") and ending as provided in Section 1.4 (the
"Employment Period").

1.2Position and Duties.



1.3Salary, Bonus, Options and Benefits.



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1.4Loan.The Company will loan to Executive $250,000 in cash on the Effective Date (the "Start Date
Loan"). At such time as the Employment Period is terminated for any reason, the Start Date Loan will be deemed to have been repaid at the rate of $4,166.67 per month (i.e., $50,000 per year) on the
last day of each month. The Executive shall bear any taxes on the amount forgiven. In the event that the Employment Period is terminated for any reason prior to the fifth anniversary of the Effective
Date, Executive shall be required to repay to the Company by the 60th day after the termination of the Employment Period, $250,000 less the amount which has been deemed to have been
repaid.

1.5Term.(a) The Employment Period shall terminate on the earlier to occur of (i) the
date of Executive's death or Disability (as determined by the Board), (ii) the date determined by the Board by resolution of the Board for Cause, (iii) the date determined by the Board
by resolution of the Board without Cause, (iv) the date of voluntary resignation by Executive or (v) the second anniversary of the date of this Agreement.



1.6Confidential Information.Executive acknowledges that the information, observations and data
obtained by him while employed by the Company and its Subsidiaries concerning the business or affairs of the Company and its Subsidiaries that are not generally available to the public other than as a
result of a breach of this Agreement by Executive ("Confidential Information") are the property of the Company and its Subsidiaries. Executive agrees that he shall not disclose to any unauthorized

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person or use for his own account any Confidential Information without the prior written consent of the Company unless, and in such case only to the extent that, such matters become generally known to
and available for use by the public other than as a result of Executive's acts or omissions to act. Notwithstanding the foregoing, in the event Executive becomes legally compelled to disclose
Confidential Information pursuant to judicial or administrative subpoena or process or other legal obligation, Executive may make such disclosure only to the extent required, in the opinion of counsel
for Executive, to comply with such subpoena, process or other obligation. Executive shall, as promptly as possible and in any event prior to the making of such disclosure, notify the Company of any
such subpoena, process or obligation and shall cooperate with the Company in seeking a protective order or other means of protecting the confidentiality of the Confidential Information.

1.7Inventions and Patents.Executive agrees that all copyrights, works, inventions, innovations,
improvements, developments, methods, designs, analyses, drawings, reports, and all similar or related information which relate to the actual or anticipated business, research and development or
existing or anticipated future products or services of the Company or its Subsidiaries and which are conceived, developed or made by Executive while employed by the Company ("Work Product") belong to
the Company. Executive will promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Company (whether during or after the Employment Period) to establish
and confirm such ownership at the Company's expense (including, without limitation, assignments, consents, powers of attorney and other instruments).

1.8Non-Compete; Non-Solicitation.



ARTICLE 2.  DEFINITIONS

As used in this Agreement, the following terms shall have the definitions set forth below:

"Cause"means (i) a material breach of this Agreement by Executive, (ii) Executive's willful and repeated failure to
comply with the lawful directives of the Board or supervisory personnel, (iii) gross negligence or willful misconduct by Executive in the performance of his duties hereunder, or (iv) the
commission by Executive of theft or embezzlement of Company property or any other act (including but not limited to a felony or a crime involving moral turpitude) that is injurious in any significant
respect to the property, operations, business or reputation of the Company or its Subsidiaries, as determined in good faith by the Board.

"Disability"means Executive's inability to substantially perform his normal duties hereunder for six months or more during any
twelve-month period determined in good faith by the Board.

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"Subsidiary"of an entity shall mean any corporation, limited liability company, limited partnership or other business organization of
which the securities having a majority of the normal voting power in electing the board of directors, board of managers, general partner or similar governing body of such entity are, at the time of
determination, owned by such entity directly or indirectly through one or more Subsidiaries.

ARTICLE 3.  GENERAL PROVISIONS

3.1Enforcement.If, at the time of enforcement of Sections 1.6, 1.7 or 1.8, a court holds that the
restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto
agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. Because Executive's services are unique and
because Executive has access to Confidential Information and Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. In the event of a
breach or threatened breach of this Agreement, the Company, its Subsidiaries and their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to
any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violation of, the provisions hereof (without posting a bond or other
security).

3.2Survival.Sections 1.6, 1.7 and 1.8 shall survive and continue in full force and effect in
accordance with their terms notwithstanding any termination of the Employment Period.

3.3Notices.All notices or other communications to be given or delivered under or by reason of the
provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, one business day following when sent via a nationally recognized overnight courier, or
when sent, when sent via facsimile confirmed in writing to the recipient. Such notices and other communications will be sent to the addresses indicated below:



or
such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

3.4Severability.Whenever possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction but this Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

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3.5Entire Agreement.This Agreement and those documents expressly referred to herein embody the
complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.

3.6Amendments and Waivers.Any provision of this Agreement may be amended or waived only with the
prior written consent of the Company and Executive.

3.7Governing Law.This Agreement shall be governed by and construed in accordance with the domestic
laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of California.

3.8Counterparts.This Agreement may be executed by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

3.9Headings.The headings contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement or of any term or provision hereof.

* * * * *

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

| |  | COLOR SPOT NURSERIES, INC.
| |  | --------------------------
| |  | By:                       

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