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                                                                    EXHIBIT 10.1



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                                        ***TEXT OMITTED AND FILED SEPARATELY
                                          CONFIDENTIAL TREATMENT REQUESTED
                                       UNDER 17 C.F.R. SECTIONS 200.80(b)(4),
                                                  200.83 AND 240.24b-2
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                                  SUB-AGREEMENT
                                       TO
                                LICENSE AGREEMENT


       This Sub-Agreement is made effective as of the 22nd day of September 1999
(the "Effective Date") by and between Agway, Inc., successor by merger to Agway
Consumer Products, Inc. ("Agway") and Planet Polymer Technologies, Inc.
("Planet").

                                    RECITALS:

        A. Agway and Planet entered into a License Agreement ("License
Agreement") effective November 12, 1998, pursuant to which Planet granted to
Agway an exclusive worldwide license in connection with time-release coatings
for a variety of Agricultural Products and Food Products as defined in the
License Agreement.

        B. Pursuant to paragraph 4 of the License Agreement, Agway and Planet
are entering into this Sub-Agreement for the Agricultural Product, controlled
release nitrogen for animal feed use, (hereinafter, the "Product") marketed by
Agway utilizing the technology granted to Agway under the License Agreement.

        C. Terms that are not otherwise defined in this Sub-Agreement shall have
the meaning set forth in the License Agreement.

        For good and valuable consideration, the parties, intending to be
legally bound, agree as follows:


1.      This Agreement covers the following Product and Market Areas:

        Product:  Controlled Release Nitrogen for animal feed use
        Market Area:  USA - Massachusetts, Vermont, Maine, Connecticut, Rhode
        Island, New York, Pennsylvania, Maryland, New Jersey, and Delaware.
        Canada - Ontario and Quebec.

               Together, the "Product" and the "Market Area" shall be referred
        to in this Agreement as the "Nitrogen Unit I."

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1.1     NITROGEN UNIT I DEFINITIONS:


Net Sales-
        Agway's Division, CPG Nutrients, or any of its successors' gross sales
        of Planet Polymer's technology (the "Product") less adjustments for:
        returns and allowances, sales discounts.


Costs of Goods Sold-
        The cost of manufacturing the Product for sale including: raw materials,
        packaging, in-bound freight, inventory adjustments for damage, spoilage,
        shrinkage and obsolescence, Direct Labor Expense, Direct Utility Cost,
        bad debt expense, out-bound freight and sales commissions, less purchase
        discounts on raw materials.

        Direct Labor Expense
               The cost of direct labor (wages and benefits) associated with the
               manufacture and packaging of the Product. This does not include
               general and administrative and marketing expenses.

        Direct Utility Cost
               The energy cost of producing the Product.


Gross Margin-
        Net Sales minus Cost of Goods Sold.


Equipment Cost-
        Depreciation expense using straight-line over the estimated useful life
        of the equipment and interest expense using Agway's Division, CPG
        Nutrients, or any of its successors' average rate and/or the cost of
        leasing equipment used to manufacture the Product.


Direct Animal Research-
        Research trials, relating only to Planet Polymer's technology, conducted
        with livestock to demonstrate the efficacy and utility of the Product.


Direct Product Research & Development-
        Research, relating only to Planet Polymer's technology, conducted with
        or without animals to determine the function, safety, formulation, or
        regulatory status of the above Product or enhancements to the Product,
        including but not limited to professional fees.



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Direct Marketing and Advertising-
        The cost of direct promotion of the Product to distributors, decision
        influencers, and potential users of the Product.


Pre-Tax Earnings/(Loss) before Profit Sharing-
        Gross Margin less all operating expenses including interest but is prior
        to Profit Sharing and a provision for income tax liability.


Operating Profitability-
        The same as Pre-Tax Earnings/(Loss) before Profit Sharing but represents
        positive earnings.


Net Operating Loss-
        The same as Pre-Tax Earnings/(Loss) before Profit Sharing but represents
        negative earnings.


Pre-Tax Net Income-
        The same as Pre-Tax Earnings/(Loss) before Profit Sharing less payments
        (if any) to Planet Polymer for profit sharing.


2.a)    Agway shall pay to Planet a profit sharing payment on Product sold by
        Agway's Division, CPG Nutrients, or any of its successors which
        incorporate either Planet Technology or New Technology, or both, during
        the term of this Agreement, such profit sharing payment being payable
        for a period of 15 years beginning with Agway's first fiscal year of
        Nitrogen Unit I Operating Profitability from the sale of the Product,
        and thereafter only for as long as the manufacture, use or sale of such
        Product is covered by a claim of an unexpired licensed patent which has
        not been held to be either invalid or unenforceable by a final decision
        from which no appeal is, or can be taken.

2.b)    The profit sharing payment to be paid under sub-paragraph 2.a) above
        shall be calculated as follows:

        (i)    First, apply the following percentages based on amount of Gross
Margin:

                 [...***...] of the first [...***...] of Gross Margin
                 [...***...] of the second [...***...] of Gross Margin
                 [...***...] of all the Gross Margin in excess of [...***...]

        (ii)   Second, subtract one-half of each of the following costs incurred
in such fiscal year up to a maximum of [...***...]:

                 (a) [...***...],

                 (b) [...***...],

        * Confidential Treatment Requested



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               (c) [...***...], and

               (d) [...***...],

        (iii) Third, add back [...***...] for each incremental increase in
Product annual sales volumes of [...***...] pounds, above and beyond a base of
[...***...] pounds, up to the total amount subtracted in sub-paragraph 2.b)(ii)
above.

        Any and all profit sharing payments calculated under this paragraph 2.b)
are and shall be subject to the further provisions of paragraphs 2.c) and 2.d).

2.c)    Notwithstanding the calculation of profit sharing payments set forth in
        paragraph 2.b):

               (i) at the end of each Agway fiscal quarter, a year-to-date
               calculation will be performed to determine Nitrogen Unit I
               Operating Profitability. If year-to-date results indicate a Net
               Operating Loss for Nitrogen Unit I, then no profit sharing
               payment shall be due or payable for that quarter.

               (ii) if payment of a profit sharing payment to Planet Polymer
               would result in Planet Polymer receiving an amount that is
               greater than Nitrogen Unit I's Pre-Tax Net Income, then the
               profit sharing payment shall be equal to one-half of the Nitrogen
               Unit I Pre-Tax Earnings Before Profit Sharing (before taking into
               account any profit sharing payment).

               (iii) in the event that the quarterly payment of the profit
               sharing payment to Planet Polymer as calculated in paragraph
               2.b), would, if made, result in an Agway's Division, CPG
               Nutrients, or any of its successors Net Operating Loss for that
               quarter, then the profit sharing payment shall be equal to
               one-half of the Pre-Tax Earnings Before Profit Sharing (before
               taking into account any profit sharing payment) of Agway's
               Division, CPG Nutrients, or any of its successors.

               Any and all profit sharing payments calculated under this
        paragraph 2.c) are and shall be subject to the further provisions
        of 2.d).

2.d)    The profit sharing payment calculations set forth in each of paragraphs
        2.b) and 2.c) above, are subject to and shall be reduced by [...***...],
        which is [...***...] of the fiscal year 1999 Nitrogen Unit I adjusted
        Net Operating Loss (less CPG Nutrients' Agrium expenditures), provided
        that such reductions shall not exceed [...***...] (based on Agway's
        fiscal year: July 1 - June 30).

        * CONFIDENTIAL TREATMENT REQUESTED



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3.      If Product profit sharing payments do not equal at least [...***...] for
        the second full fiscal year, and at least [...***...] for the third full
        fiscal year following market introduction of the Product in the Market
        Area, Planet may, at its option, give written notice to Agway, within 60
        days following the end of the respective fiscal year, that it may elect
        to terminate the licenses to Agway covering this particular Product in
        this particular Market Area, if Agway does not reach the aforesaid
        minimum for the immediately following fiscal year. If profit sharing
        payments for this Product in this Market Area do not equal at least the
        aforesaid minimum during such following fiscal year and Agway's
        Division, CPG Nutrients, or any of it's successors, shall not have made
        up any deficiency, Planet shall have the option of terminating the
        licenses to Agway for this Product in this Market Area upon 60 days
        prior written notice.

4.      The profit sharing payment of paragraph 2 above shall be calculated and
        become due as of the end of each fiscal quarter, and payable within 30
        days thereafter. With each such payment, Agway's Division, CPG
        Nutrients, or any of its successors shall furnish Planet a report in
        sufficient detail to permit confirmation of the accuracy of the profit
        sharing payment made, including without limitation, the sales of this
        Product in this Market Area during the fiscal quarter being reported,
        the profit sharing payment in United States dollars, the method used to
        calculate the profit sharing payment and the exchange rate used.

5.      In the event that any payment, including profit sharing payments, due
        hereunder is not made when due, the payment shall accrue interest from
        that date due at the rate of 1.5% per month; provided however, that in
        no event shall such rate exceed the maximum legal annual interest rate.
        The payment of such interest shall not limit Planet from exercising any
        other rights it may have as a consequence of the lateness of any
        payment.

6.      All payments due Planet under this sub-agreement shall be paid in United
        States dollars, free of taxes payable in any foreign country, except for
        such taxes as result in, and to the extent that the same do result in
        foreign tax credit applicable to the United States taxes payable by
        Planet.

7.      With respect to each quarter, for countries other than the United
        States, whenever conversion of payments from any foreign currency shall
        be required, such conversion shall be made at the rate of exchange
        reported in The Wall Street Journal on the last business day of the
        applicable reporting period. All payments owed under this Agreement
        shall be made by wire transfer to a bank account designated by Planet,
        unless otherwise specified in writing by Planet.

8       Agway and its affiliates shall keep accurate books and records as
        reasonably needed for determination of profit sharing payments due under
        paragraph 2 above. Such books and records shall be maintained for a
        period of at least three years from the expiration of the profit sharing
        payment period being reported on.

        * CONFIDENTIAL TREATMENT REQUESTED



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9.      Not more than once in each fiscal year, Planet may have the books and
        records of Agway's Division, CPG Nutrients, or any of its successors
        audited by an independent CPA reasonably acceptable to Agway, to the
        extent necessary to verify the correctness of any profit sharing payment
        report furnished under this Agreement. Such independent CPA shall keep
        all information received in connection with any such audit confidential,
        and shall report to Planet and Agway only the accuracy of and/or any
        deficiencies in any such profit sharing payment report. The fee for such
        independent CPA shall be paid by Planet, unless such audit results in an
        upward adjustment of profit sharing payments due Planet by more than 5%
        of the amount due under this Agreement. In such case, Agway shall pay
        the full cost of such audit. In any event, Agway shall pay any
        underpayment with interest in accordance with paragraph 5 above.

10.     This Sub-agreement shall be part of the License Agreement entered into
        between Agway and Planet effective the 12th day of November, 1998, and
        incorporates all the terms thereof to the extent they are not
        inconsistent herewith.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
        date first above mentioned.


                                        AGWAY, INC.


                                        By:________________________________

                                        As:________________________________


                                        PLANET POLYMER TECHNOLOGIES, INC.


                                        By:________________________________

                                        As:________________________________



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