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                                                                   EXHIBIT 10.19

                          PRODUCT FEASIBILITY AGREEMENT


                  This  Agreement  is made  effective  the 12th day of November,
1998 (the "Effective  Date"),  by and between Agway Consumer  Products,  Inc., a
Delaware corporation with offices at 333 Butternut Drive, Dewitt, New York 13214
(hereinafter  "Agway"),  and Planet  Polymer  Technologies,  Inc.,  a California
corporation  with  offices  at 9985  Businesspark  Avenue,  Suite A, San  Diego,
California 92131 (hereinafter "Planet").

                  WHEREAS,  Planet  has  developed  technology relating to time-
release coatings and protective coatings; and

                  WHEREAS,   Agway  wishes  to  have  Planet   conduct   product
feasibility  work in  connection  with  time-release  coatings  for a variety of
Agricultural  Products (as hereafter  defined) and in connection with protective
coatings for a variety of Food Products (as hereafter defined).

                  NOW, THEREFORE, the parties hereto agree as follows:


                                    ARTICLE 1


DEFINITIONS:

1.1      "Agricultural  Products"  shall mean  products for use in  Agriculture,
         including,  but not be  limited  to,  animal  feeds and other  products
         intended for animal consumption, but shall exclude Fertilizer Products,
         as defined  in 1.4 below,  and  Biological  Products  as defined in the
         agreement  between  Planet and Agrium,  Inc.  dated  January 30,  1995.
         Agriculture  shall  mean the  production  of  crops,  livestock,  dairy
         products,  poultry  products,  meats,  and other products  produced for
         and/or produced from a farm operation.

1.2      "Food  Products"  shall  mean  products   intended  for  human  dietary
         consumption,  including, but not be limited to, dairy products, poultry
         products, meat products, fruits and vegetables.

1.3      "Other  Products"  shall mean coated urea for melting ice at  airports,
         and packaging for Agricultural Products and Food Products.

1.4      "Fertilizer  Products"  shall mean plant  nutrients and other  products
         intended for use in fertilizers, including the specific urea fertilizer
         coating  ("Enviroplastic  CRT) developed by Planet for Agrium, Inc., as
         covered by U.S. patent no. 5,803,946.

1.5      "Agway's  Field of Business"  shall mean the  production,  distribution
         and/or  marketing  of  Agricultural  Products,  Food  Products,   Other
         Products and any other products as may  be   mutually   agreed   upon  
         in  writing  by  Agway  and  Planet (individually  a  "Product" and 
         collectively the "Products").

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1.6      "Affiliate"  shall mean any company  which,  directly or  indirectly is
         controlled  by, or  controls,  a party to this  Agreement,  or is under
         common control with a party to this Agreement. Ownership of 50% or more
         of the voting stock of, or  membership  interest in a company  shall be
         regarded as control.

1.7      "Control"  shall mean  possession  of the ability to grant a license or
         sublicense  as provided for herein  without  violating the terms of any
         agreement or other arrangement with any third party.

1.8      "Know-How" shall mean all know-how,  trade secrets,  inventions,  data,
         processes,  techniques,  procedures,  compositions,  devices,  methods,
         formulas,  protocols and information,  whether or not patentable, which
         are not generally publicly known,  including,  without limitation,  all
         chemical,   biochemical,   toxicological,   and   scientific   research
         information.

1.9      "Commercially  Feasible"  shall  mean a product  that will  generate  a
         minimum of  $500,000.00  in net profits  annually to be shared  between
         Planet and Agway,  beginning  no later than the second  year  following
         product introduction.


1.10     "Patent  Rights"  shall  mean  all  rights  under  patents  and  patent
         applications,  and any and all  patents  issuing  therefrom  (including
         utility,  model and design  patents  and  certificates  of  invention),
         together  with  any  and  all  substitutions,   extensions   (including
         supplemental protection  certificates),  registrations,  confirmations,
         reissues,    divisionals,     continuations,     continuations-in-part,
         re-examinations, renewals and foreign counterparts of the foregoing.

1.11     "Agway  Know-How"  shall mean all Know-How  necessary or appropriate to
         develop  and  commercialize  Products  for  use  in  Agway's  Field  of
         Business, and which is under the Control of Agway.

1.12     "Products"  shall mean  Agricultural  Products,  Food  Products,  Other
         Products  and any other  products  as may be  mutually  agreed  upon in
         writing by Agway and Planet.

1.13     "Planet   Know-How"  shall  mean  all  Know-How   related  to  Planet's
         proprietary  coating  technology,  which is not  covered  by the Planet
         Patent  Rights,   but  is  necessary  or  appropriate  to  develop  and
         commercialize  Products for use in Agway's Field of Business, and which
         is under the Control of Planet as of the Effective Date.

1.14     "Planet Patent Rights" shall mean all Patent Rights that claim Planet's
         proprietary coating  technology,  which are necessary or appropriate to
         develop  and  commercialize  Products  for  use  in  Agway's  Field  of
         Business, and which are under the Control of Planet as of the Effective
         Date.

1.15     "Planet Technology" shall mean the Planet Patent Rights and the Planet
         Know-How.


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1.16     "New Technology" shall mean Patent Rights and Know-How  including,  but
         not limited to, new  compositions  of matter,  new chemical  complexes,
         improved chemical complexes, association compounds, blends, mixtures or
         compositions of coating  materials,  polymer materials and new products
         or  processes  relating  thereto,  developed  as a  result  of the Work
         conducted  under  ARTICLE 2 of this  Agreement,  whether  developed  by
         Planet  alone or jointly  with Agway,  or by Agway alone as a result of
         disclosures made to it by Planet in connection with such work.


                                    ARTICLE 2

WORK TO BE PERFORMED:

2.1      The  product  feasibility  work to be  conducted  by Planet  under this
         Agreement  (hereafter  the  Work) is set forth in  Exhibit  1  attached
         hereto and  hereby  made a part  hereof.  Exhibit 1 sets forth the Work
         initially contemplated,  and may be amended from time to time by mutual
         written  agreement  of the  parties  to  recite  additional  Work to be
         conducted  by Planet.  The  conduct of the Work shall  include  regular
         meetings  between  representatives  of Planet  and  representatives  of
         Agway,  during  which Agway will offer  comments  on samples  made from
         blends of materials to be supplied to Agway by Planet.

2.2      If the performance  characteristics  set forth in Exhibit 1 are not met
         by  Planet,  or  reasonable  progress  is not  made  by  Planet  toward
         achieving such performance characteristics, or the work being conducted
         by Planet is not  performed to Agway's  reasonable  satisfaction,  then
         Agway, in its sole judgment, shall have the right to terminate the Work
         pursuant  to  Section  9.1b) and shall have no  further  obligation  to
         Planet with respect to any fees for Work remaining to be performed,  as
         outlined in Exhibit 1, provided,  however,  that Agway shall  reimburse
         Planet for all reasonable  costs incurred or committed to in connection
         with the Work prior to receipt of such notice of termination.


                                    ARTICLE 3

WORK SCHEDULE:

         The Work to be performed shall be conducted in accordance with the time
         schedule set forth in Exhibit 1, attached hereto and hereby made a part
         hereof.  Planet will use reasonable  commercial  efforts to conduct the
         Work set forth in Exhibit  1, and to  complete  the Work in  accordance
         with the time schedule set forth therein.


                                    ARTICLE 4


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PAYMENTS:

4.1      Agway agrees to pay the fees as set forth in Exhibit 1, for performance
         of the Work.

4.2      Agway also  agrees to  reimburse  Planet for its  reasonable  costs for
         travel and lodging in connection with the meetings  contemplated  under
         ARTICLE 2.1, when incurred at the written request of Agway, and for the
         reasonable cost of the coating  materials and coated Products  supplied
         by  Planet  to Agway for alpha  and beta  testing  in  accordance  with
         Exhibit 1, including  reasonable shipping and processing costs, and for
         the cost of such independent laboratory tests as may be mutually agreed
         upon by the parties in writing.


                                    ARTICLE 5

OWNERSHIP:

5.1      The New  Technology,  including all inventions,  whether  patentable or
         not,  arising from the Work  performed  and to be performed  under this
         Agreement, shall be owned by Planet, or by such of its Affiliates as it
         may designate from time to time.

5.2      Planet  agrees  (a) to  promptly  execute  and file,  or to cause to be
         executed and filed any and all patent applications  covering any of the
         New  Technology  and  relating  to any matter  determined  by Agway and
         Planet to be  feasible,  and (b) to require the  inventors  of such New
         Technology  who are  employees or  representatives  of Planet to assign
         such  patent  applications  and the  inventions  disclosed  therein  to
         Planet,  or as  Planet  may  direct,  and to  execute  all  such  other
         documents  as may be  reasonably  necessary  to confirm  the  ownership
         rights of Planet in the subject  matter of this ARTICLE  5. Agway
         agrees (a) to require the inventors of any New Technology who are
         employees or


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representatives of Agway to assign their rights to such New Technology to Agway,
and (b) to assign such New Technology to Planet.

5.3      With respect to any patent  applications  and patents  covering the New
         Technology,  Planet  shall be  responsible  for all costs and  expenses
         related to preparing,  filing and prosecuting such patent  applications
         and paying all  maintenance  fees  related to any such issued  patents.
         After any patents  covering the New Technology have issued,  Planet and
         Agway shall share equally all costs and expenses related to the further
         prosecution and any defense and enforcement of such patents (including,
         if applicable,  opposition proceedings related to any European patents,
         re-examination   of  issued  patents,   interference   proceedings  and
         declaratory   judgements   regarding  invalidity  of  any  such  issued
         patents).  In the event  that  Planet  desires  to  abandon  any patent
         application or patent covering the New  Technology,  or if Planet later
         declines  responsibility  for any such  patent  application  or patent,
         Planet shall provide  reasonable  prior written notice to Agway of such
         intention  to abandon or decline  responsibility,  and Agway shall have
         the right,  at its own expense,  to file,  prosecute  and maintain such
         patent application or patent. In addition,  Agway shall have the right,
         at its own  expense,  to  file,  prosecute  and  maintain  such  patent
         application  or patent  upon or after the  bankruptcy,  dissolution  or
         winding  up of  Planet.  Agway may  offset  its costs and  expenses  in
         connection  with any such  patent  application  or patent  against  any
         royalties due Planet thereunder,  in an amount not to exceed 5% of such
         royalties,  until the total of such costs and  expenses,  plus  accrued
         interest (at the rate of 1.5% per month, up to the maximum legal annual
         interest  rate) on the  balance  of such costs and  expenses  remaining
         after each such royalty  payment to Planet,  has been recouped by Agway
         in this manner.

5.4      If Agway and Planet  mutually  decide to protect some or all of the New
         Technology  under laws  relating to trade  secrets,  the parties  shall
         cooperate with one another in achieving such trade secret protection.


                                    ARTICLE 6

CONFIDENTIALITY:

         The terms of the  Mutual  Non-Disclosure  Agreement  between  Agway and
         Planet,  made as of  August 6,  1998  (the  "NDA"),  a copy of which is
         attached hereto as Exhibit 2, is hereby  incorporated herein and made a
         part hereof.  Neither party shall  terminate the NDA during the term of
         the Agreement.  Each party may use Confidential Information (as defined
         in NDA) of the other party only to the extent  necessary to  accomplish
         the purposes of this Agreement.


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                                    ARTICLE 7

RIGHT OF FIRST NEGOTIATION:

         Planet  shall  provide  written  notice  to Agway in the  event  Planet
         desires to develop a product with a third party,  or is approached by a
         third party to develop a product, for use in Agway's Field of Business.
         Such notice shall include an outline of anticipated  funding needs, the
         anticipated  length  of the  product  feasibility  study  and  Planet's
         desired  result  from such study.  Agway  shall have 30 days  following
         receipt of such notice to advise  Planet  whether  Agway  considers the
         product to be Commercially Feasible, and whether Agway is interested in
         such a  product.  Agway  shall  have  another  30  days  thereafter  to
         negotiate  a  product   feasibility   study  on  terms  and  conditions
         acceptable to Planet,  including financial terms under which Agway will
         fund such product  feasibility  study.  If the parties  cannot agree to
         such terms and conditions  within such 30 day period, or if the parties
         cannot agree  whether the product is or is not  Commercially  Feasible,
         the parties agree to submit the matter to arbitration  under ARTICLE 18
         and  Planet  agrees to take no  further  action  with  respect  to such
         product and feasibility study during the arbitration proceeding. If the
         product is considered to be  Commercially  Feasible,  and if Agway does
         not  express  interest  in such a product  within  the  initial  30 day
         period,  (i)  Planet  may  proceed  with  such a  third  party  product
         feasibility  study and Agway  shall have no rights in  connection  with
         such product feasibility study or with respect to any product developed
         thereunder  (hereinafter a "Developed Product"),  and (ii) Planet shall
         have the right to grant an exclusive license to a third party under the
         Planet  Technology  and the New  Technology to make,  have made, use or
         sell such  Developed  Product in Agway's  Field of  Business.  Any such
         third  party  license  shall be limited to such  Developed  Product and
         shall not otherwise  diminish Agway's rights with respect to the Planet
         Technology  and to the New  Technology  under  this  Agreement.  Planet
         agrees  that it will not,  during the term of this  Agreement,  proceed
         with  such a  third  party  feasibility  study  if the  product  is not
         considered to be Commercially Feasible.


                                    ARTICLE 8

TERM:

8.1      Except as otherwise  provided herein,  this Agreement shall commence as
         of the date of its execution and shall  continue for 5 years  following
         such date.

8.2      This  Agreement  may be extended  by mutual  written  agreement  of the
         parties.


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                                    ARTICLE 9

TERMINATION:

9.1      This Agreement may be terminated:

         a)       Upon mutual written agreement of the parties; or

         b)       By either party for breach of any of the material terms hereof
                  by the other  party,  if the  breach is not  corrected  within
                  sixty (60) days after giving  written notice of such breach to
                  the other party; or

         c)       By Agway on six months' prior written  notice to Planet if, in
                  Agway's sole opinion,  the continued conduct of the Work under
                  this  Agreement is  unprofitable  or otherwise  not viable for
                  Agway: provided,  however, that Agway shall not have the right
                  to terminate the Agreement  under this  subparagraph  c) until
                  the expiration of 3 years from the Effective Date; or

         d)       By Agway,  forthwith,  upon written notice to Planet if Planet
                  shall  become  insolvent or shall make an  assignment  for the
                  benefit  of  creditors,  or shall be placed  in  receivership,
                  reorganization,   liquidation  or  bankruptcy   (voluntary  or
                  involuntary); or

         e)       By Planet,  forthwith,  upon written  notice to Agway if Agway
                  shall  become  insolvent or shall make an  assignment  for the
                  benefit  of  creditors,  or shall be placed  in  receivership,
                  reorganization,   liquidation  or  bankruptcy   (voluntary  or
                  involuntary); or

         f)       By Planet,  if the business of Agway,  subject to the terms of
                  this   Agreement,   by  law,   decree,   ordinance   or  other
                  governmental  action, is vested in, or is made subject to, the
                  control or direction  of any  governmental  agent,  officer or
                  appointee,  or of any  other  person or firm not a party or an
                  Affiliate of a party to this agreement; or

         g)       By Agway,  if the business of Planet,  subject to the terms of
                  this   Agreement,   by  law,   decree,   ordinance   or  other
                  governmental  action, is vested in, or is made subject to, the
                  control or direction  of any  governmental  agent,  officer or
                  appointee,  or of any  other  person or firm not a party or an
                  Affiliate of a party to this Agreement; or

         h)       By  Agway,  in  Agway's sole discretion forthwith upon written
                  notice to Planet if  the shareholders of Planet do not approve
                  at a special meeting of its

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                  shareholders called for such purpose (A) the purchase by Agway
                  Holdings,  Inc. ("AHI") of 1,000,000 shares of Planet's common
                  stock pursuant to a Stock Purchase  Agreement  between AHI and
                  Planet  dated on or  about  the  date of this  Agreement  (the
                  "Stock Agreement"), (B) the Warrant and the Warrant Shares (as
                  such  terms are  defined in the Stock  Agreement)  and (C) the
                  other transactions provided for in the Stock Agreement,  or if
                  the Initial Closing (as defined in the Stock  Agreement) shall
                  not have occurred on or before  January 31, 1999 or such later
                  date as the  parties  may agree upon in writing  ("Termination
                  Date").   If  this  Agreement  is  terminated  as  hereinabove
                  provided, then Planet shall repay to Agway all amounts paid by
                  Agway or any  Affiliate  of Agway under this  Agreement on the
                  Termination Date.

9.2      Any termination pursuant to ARTICLE 9 shall not relieve either party of
         any obligation or liability  accrued under this Agreement prior to such
         termination,  or rescind or give rise to any right to rescind  anything
         done or,  except as  provided  for in Section  9.1 h), to  recover  any
         payments made or other  consideration  given under this Agreement prior
         to the time such termination  becomes  effective,  and such termination
         shall not affect in any manner any rights  arising under this Agreement
         prior to such termination.

9.3      The Mutual Non-Disclosure  Agreement attached as Exhibit 2 shall remain
         in effect  following the termination of this  Agreement,  in accordance
         with its terms.

9.4      The provisions  of  ARTICLES 1, 5, 6, 9, 10.3, 10.4, 13, 14, 18, 20, 21
         and 22 shall survive termination of this Agreement.



                                   ARTICLE 10


REPRESENTATIONS AND WARRANTIES:

10.1     Planet represents and warrants that:

         a)       It has  authority to enter into this  Agreement,  and doing so
                  will not violate any agreements to which it is a party.

         b)       It  has  all  necessary  government  licenses  and  approvals
                  required to conduct its business.

         c)       It  has  no  knowledge of any impediment to its performance of
                  this Agreement.


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10.2     Agway represents and warrants that:

         a)       It has  authority to enter into this  Agreement,  and doing so
                  will not violate any agreements to which it is a party.

         b)       It  has  all  necessary  government  licenses  and  approvals
                  required to conduct its business.

         c)       It  has  no  knowledge of any impediment to its performance of
                  this Agreement.




10.3     EXCEPT AS EXPRESSLY  SET FORTH IN THIS  AGREEMENT,  NEITHER PARTY MAKES
         ANY  REPRESENTATION OR WARRANTY TO THE OTHER PARTY OF ANY KIND, EXPRESS
         OR   IMPLIED,   INCLUDING,   WITHOUT   LIMITATION,   ANY   WARRANTY  OF
         NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.4     NEITHER  PARTY SHALL BE  ENTITLED  TO RECOVER  FROM THE OTHER PARTY ANY
         SPECIAL, INDIRECT, INCIDENTAL,  EXEMPLARY,  CONSEQUENTIAL,  OR PUNITIVE
         DAMAGES  IN  CONNECTION  WITH  THIS  AGREEMENT  OR ANY  WORK  PERFORMED
         HEREUNDER.


                                   ARTICLE 11

NOTICES:

         All notices or other  communications  required or permitted to be given
         under this  Agreement  shall be in writing  and shall be deemed to have
         been  sufficiently  given when  delivered in person,  or when deposited
         with the United  States  Postal  Service or Canada  Post,  first-class,
         registered  or  certified  mail,  postage  prepaid,  or  by  fax  (upon
         confirmation of receipt) addressed as follows:

         AGWAY:

                  Agway Consumer Products, Inc.
                  P.O. Box 4933
                  Syracuse, New York 13221-4933
                  FAX: (315) 449-6253



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                  Attention: Dennis LaHood

         PLANET:

                  Planet Polymer Technologies, Inc.
                  9985 Businesspark Avenue, Suite A
                  San Diego, California U.S. 92131
                  FAX: (619) 549-5133

                  Attention:  Robert J. Petcavich

                  or to such other  address or  individual  as either  party may
                  specify from time to time in writing.


                                   ARTICLE 12

ASSIGNMENT:

         This  Agreement  shall be  binding  on and inure to the  benefit of the
         parties to this Agreement and their  successors and permitted  assigns,
         provided  no  assignment  shall  relieve  the  assigning  party  of its
         obligations under this Agreement.  The rights,  duties,  privileges and
         obligations of each party under this Agreement shall not be assigned or
         delegated  without the prior written  consent of the other party (which
         consent shall not be unreasonably  withheld);  provided,  however, that
         either party may assign this  Agreement and its rights and  obligations
         hereunder  without the other party's consent (a) in connection with the
         transfer or sale of all or  substantially  all of the  business of such
         party to which this  Agreement  relates to  another  party,  whether by
         merger,  sale of  stock,  sale of assets  or  otherwise,  or (b) to any
         Affiliate.  Any assignment not in accordance  with this Agreement shall
         be void.


                                   ARTICLE 13


NO REFUND OR PAYMENTS:

         All sums  paid by Agway to Planet  under  this  Agreement  shall not be
         refundable  for any  purpose,  except  for excess  payment  made due to
         computational errors.



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                                   ARTICLE 14

LITIGATION:

14.1     Planet  shall have no  obligation  to enforce  rights under its patents
         and/or trade secrets for the benefit of Agway or  otherwise;  nor shall
         Planet  have  any  obligation  to  defend  or  indemnify  Agway  or its
         Affiliates in respect of any  activities of Agway and/or its Affiliates
         under this Agreement.

14.2     Agway  shall have no  obligation  to enforce  rights  under its patents
         and/or trade secrets for the benefit of Planet or otherwise;  nor shall
         Agway  have  any  obligation  to  defend  or  indemnify  Planet  or its
         Affiliates in respect of any activities of Planet and/or its Affiliates
         under this Agreement.



                                   ARTICLE 15

PRODUCT LIABILITY:

15.1     Agway shall hold Planet and its Affiliates  harmless,  and shall defend
         and indemnify Planet and its Affiliates  against any product  liability
         claim  made  against  Planet  or  its  Affiliates  arising  out  of the
         activities of Agway and/or its Affiliates under this Agreement.

15.2     Planet shall hold Agway and its Affiliates  harmless,  and shall defend
         and indemnify  Agway and its Affiliates  against any product  liability
         claim  made  against  Agway  or  its  Affiliates  arising  out  of  the
         activities of Planet and/or its Affiliates under this Agreement.

15.3     In the event either party seeks  indemnification under this ARTICLE 15,
         it shall  inform  the  other  party  of a claim  as soon as  reasonably
         practicable  after it receives  notice of the claim,  shall  permit the
         other party to assume direction and control of the defense of the claim
         (including   the  right  to  settle  the  claim   solely  for  monetary
         consideration), and shall cooperate as requested (at the expense of the
         other party) in the defense of the claim.


                                   ARTICLE 16

NON-WAIVER:

         The failure by any party to this Agreement,  at any time, to enforce or
         to require  strict  compliance of performance by any other party of any
         of the  provisions of this  Agreement  shall not constitute a waiver of
         such provisions and shall not affect or 

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         impair in any way its rights at any time to enforce such provisions or 
         to avail itself of such remedies as it may have for any breach thereof.


                                   ARTICLE 17

SEVERABILITY:

         If any provision  hereof is held invalid or unenforceable by a court of
         competent  jurisdiction,  it  shall be  considered  severed  from  this
         Agreement and shall not serve to invalidate or render unenforceable the
         remaining provisions hereof.


                                   ARTICLE 18

ENTIRE AGREEMENT; AMENDMENT:

         This Agreement constitutes the entire understanding between the parties
         with respect to the subject matter hereof.  No waiver,  modification or
         amendment of any terms of this Agreement  shall be valid unless made in
         writing specifying such waiver,  modification,  or amendment and signed
         by the parties hereto.


                                   ARTICLE 19

FORCE MAJEURE:

         Neither  party shall be held liable or  responsible  to the other party
         nor be deemed to have  defaulted  under or breached this  Agreement for
         failure or delay in fulfilling or performing any term of this Agreement
         (other  than  non-payment)  when such  failure or delay is caused by or
         results  from  causes  beyond the  reasonable  control of the  affected
         party,  including,  but not limited to, fire, floods,  embargoes,  war,
         acts of war  (whether  war be declared or not),  insurrections,  riots,
         civil commotions,  strikes, lockouts or other labor disturbances,  acts
         of God or acts,  omissions  or delays  in  acting  by any  governmental
         authority or the other party.


                                   ARTICLE 20

DISPUTE RESOLUTION AND CHOICE OF LAW:

20.1     This Agreement will be governed by and  interpreted in accordance  with
         the laws of the State of New York, U.S.A., without regard to its choice
         of law provisions.


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20.2     If  any  dispute   arises   between   the   parties   relating  to  the
         interpretation,  breach or performance of this Agreement or the grounds
         for the termination thereof, and the parties cannot resolve the dispute
         within 30 days of a written request by either party to the other party,
         the parties  agree to hold a meeting,  attended by a Vice  President or
         President  of each  party,  to  attempt in good  faith to  negotiate  a
         resolution of the dispute prior to pursuing other  available  remedies.
         If,  within 60 days after such  written  request,  the parties have not
         succeeded  in  negotiating  a resolution  of the dispute,  such dispute
         shall be  submitted  to final and  binding  arbitration  under the then
         current  commercial  rules and regulations of the American  Arbitration
         Association ("AAA") relating to voluntary arbitrations. The arbitration
         proceedings  shall be held in Buffalo,  New York. The arbitration shall
         be conducted by one  arbitrator,  who is  knowledgeable  in the subject
         matter  at issue in the  dispute  and who shall be  selected  by mutual
         agreement of the parties or, failing such agreement,  shall be selected
         in accordance  with the AAA rules.  Each party shall initially bear its
         own  costs  and  legal  fees  associated  with  such  arbitration.  The
         prevailing party in any such  arbitration  shall be entitled to recover
         from the  other  party  the  reasonable  attorneys'  fees,  costs,  and
         expenses  incurred by such  prevailing  party in  connection  with such
         arbitration.  The decision of the arbitrator shall be final and binding
         on the parties.  The arbitrator shall prepare and deliver the parties a
         written,  reasoned  opinion  conferring  its decision.  Judgment on the
         award  so  rendered  may be  entered  in  any  court  having  competent
         jurisdiction thereof.


                                   ARTICLE 21

NO AGENCY:

         It is  expressly  agreed  that  Planet and Agway  shall be  independent
         contractors and that the relationship between the two parties shall not
         constitute  a  partnership  or agency of any kind.  Neither  Planet nor
         Agway shall have the authority to make any statements, representations,
         or  commitments  of any kind,  or to take any  action,  which  shall be
         binding on the other party,  without the prior  written  consent of the
         other party.


                                   ARTICLE 22

COUNTERPARTS:

         This  Agreement  may be executed in two or more  counterparts,  each of
         which  shall be deemed an  original,  but all of which  together  shall
         constitute one and the same instrument.



<PAGE>   14
                                      -14-


         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed and delivered by their duly authorized  officers as of the day and year
first set forth above.


                                            AGWAY CONSUMER PRODUCTS, INC.


                                            By: 
                                                --------------------------------

                                            Title: 



                                            PLANET POLYMER TECHNOLOGIES INC.


                                            By: 
                                                --------------------------------

                                            Title: