10QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

(MARK ONE)

[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
	For Quarterly Period Ended June 30, 2003
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

Commission File Number: 0-26804

PLANET POLYMER TECHNOLOGIES, INC.

(Exact name of small business issuer as specified in its character)

CALIFORNIA	33-0502606
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9985 Businesspark Avenue, San Diego, California	92131
(Address of principal executive offices)	(Zip Code)
(858) 549-5131
(Issuer’s telephone number, including area code)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[ X ] YES [  ] NO

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class	Outstanding at June 30, 2003
Common Stock, no par value	6,207,884

TABLE OF CONTENTS

	CONDENSED BALANCE SHEET
	CONDENSED STATEMENTS OF OPERATIONS
	CONDENSED STATEMENTS OF CASH FLOWS
	NOTES TO UNAUDITED FINANCIAL STATEMENTS
PART I — FINANCIAL INFORMATION
	Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3 — Controls and Procedures
PART II — OTHER INFORMATION
	Item 1 — Legal Proceedings
	Item 2 — Changes in Securities
	Item 3 — Defaults upon Senior Securities
	Item 4 — Submission of Matters to a Vote of Security Holders
	Item 5 — Other Information
	Item 6 — Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT 10.43
EXHIBIT 10.44
EXHIBIT 31.1
EXHIBIT 32.1

Planet Polymer Technologies, Inc.
Form 10-QSB Quarterly Report
Quarter Ended June 30, 2003

INDEX

			Page No.
PART I - Financial Information
	Item 1 Condensed Balance Sheet (Unaudited) June 30, 2003			F-2
		Condensed Statements of Operations (Unaudited) Three Months Ended June 30, 2003 and 2002 Six Months Ended June 30, 2003 and 2002		F-3
		Condensed Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2003 and 2002		F-4
		Notes to Unaudited Condensed Financial Statements		F-5
	Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations			8
	Item 3 Controls and Procedures			10
PART II - Other Information
	Item 1 Legal Proceedings			11
	Item 2 Changes in Securities			11
	Item 3 Defaults upon Senior Securities			11
	Item 4 Submission of Matters to a Vote of Security Holders			11
	Item 5 Other Information			11
	Item 6 Exhibits and Reports on Form 8K			11
SIGNATURES				13

PLANET POLYMER TECHNOLOGIES, INC.

CONDENSED BALANCE SHEET (UNAUDITED)

				June 30,
				2003
ASSETS
Current assets:
	Cash			$	49,581
	Accounts receivable				26,519
	Note receivable				114,610
	Prepaid expenses and other current assets				6,141
			Total current assets		196,851
Property and equipment, net					5,795
Patents, trademarks and license agreements, net of accumulated amortization of $70,617					160,719
Note receivable					122,182
Other assets					5,761
			Total assets	$	491,308
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities - accounts payable				$	72,039
Commitments and contingencies
Shareholders’ equity:
	Preferred Stock, no par value
		4,250,000 shares authorized
		No shares issued or outstanding
	Series A Convertible Preferred Stock, no par value
		750,000 shares authorized
		No shares issued or outstanding
	Common Stock, no par value
		20,000,000 shares authorized
		6,207,884 shares issued and outstanding			11,648,991
		Additional paid-in capital			3,000,000
	Accumulated deficit				(14,229,722	)
			Total shareholders’ equity		419,269
			Total liabilities and shareholders’ equity	$	491,308

SEE NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

F-2

PLANET POLYMER TECHNOLOGIES, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

			Three months ended June 30,						Six months ended June 30,
			2003			2002			2003			2002
Revenues			$	10,720		$	43,238		$	166,340		$	77,769
Operating expenses:
	Cost of revenues			1,221			32,313			2,442			55,460
	General and administrative			107,347			86,688			270,184			187,009
	Marketing			—			30,342			—			49,552
	Research and development			—			37,390			—			84,955
	Loss from impairment of intangible assets			—			62,159			—			62,159
		Total operating expenses		108,568			248,892			272,626			439,135
Loss from operations				(97,848	)		(205,654	)		(106,286	)		(361,366	)
Other income, net				278,548			19,945			287,488			20,616
Net income (loss) applicable to common shareholders			$	180,700		$	(185,709	)	$	181,202		$	(340,750	)
Net income (loss) per share applicable to common shareholders (basic and diluted)			$	0.03		$	(0.02	)	$	0.03		$	(0.04	)
Weighted average shares outstanding used in per share computations				6,207,884			9,178,004			6,207,884			9,178,004

SEE NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

F-3

PLANET POLYMER TECHNOLOGIES, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

				Six months ended June 30,
				2003			2002
Cash flows from operating activities:
	Net income (loss)			$	181,202		$	(340,750	)
	Adjustments to reconcile net income (loss) to net cash used in operating activities:
		Depreciation and amortization			9,768			15,543
		Loss from impairment of intangible assets			—			62,159
		Gain on sale of property and equipment			(1,300	)		(13,500	)
		Gain on sale of long-lived assets			(275,610	)		—
		Issuance of Common Stock for services			—			6,340
	Changes in assets and liabilities:
		Accounts receivable			8,154			103,417
		Prepaid expenses and other assets			4,071			39,530
		Accounts payable			44,223			(87,831	)
		Accrued expenses			(21,942	)		—
			Net cash used in operating activities		(51,434	)		(215,092	)
Cash flows from investing activities:
	Proceeds from the sale of property and equipment				1,300			13,500
	Proceeds from note receivable				84,934			97,577
			Net cash provided by investing activities		86,234			111,077
Cash flows from financing activities:
	Principal payments on borrowings and capital lease obligations				—			(37,231	)
			Net cash used in financing activities		—			(37,231	)
			Net increase (decrease) in cash		34,800			(141,246	)
Cash at beginning of period					14,781			291,479
Cash at end of period				$	49,581		$	150,233

SEE NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

F-4

Planet Polymer Technologies, Inc.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

1. Basis of Presentation

     In management’s opinion, the accompanying unaudited financial statements of Planet Polymer Technologies, Inc. (“Planet” or the “Company”) have been prepared in accordance with the interim reporting requirements of Form 10-QSB, pursuant to the rules and regulations of the Securities and Exchange Commission. However, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

     In management’s opinion, all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2003, are not necessarily indicative of results that may be expected for the year ending December 31, 2003. For additional information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2002, contained in the Company’s Form 10-KSB for the fiscal year ended December 31, 2002.

     Certain prior period amounts have been reclassified to conform to the current period presentation.

2. Liquidity and Capital Resources

     The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. Until the most recent period, the Company has incurred losses since inception. As of June 30, 2003, the Company had an accumulated deficit of approximately $14,229,722. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company does not believe that its existing sources of liquidity and anticipated revenue will be adequate to satisfy the Company’s projected working capital and other cash requirements through June 30, 2004, to continue as a public reporting company without raising additional capital. The Company has reduced staff and operating expenses, reduced or sold non-Agway or agricultural assets, while continuing to provide technical research and development for Agway’s FreshSeal and Optigen products activities through an independent consultant. The Company’s future capital requirements will be dependent upon many factors, including, but not limited to, costs associated with the continued support of licenses on the Company’s proprietary polymer materials, costs associated with the enforcement of the Company’s patents, and costs associated with the administration of the Company. Although possible, it is unlikely that the Company will be able to generate positive cash flow and maintain profitability through December 31, 2003. The Company is evaluating alternatives to raise additional equity and/or reduce the cost structure of the Company.

     During the six months ended June 30, 2003, the Company recovered certain assets previously sold to Ryer Industries, LLC (“Ryer”), due to non-payment by Ryer. In May 2003, the Company resold these assets to Ryer Enterprises, LLC, a newly created entity that intends to continue the commercial use of the related AQUAMIM assets. The sales price was $301,000, with $25,000 received in May and the remainder payable over two years. In addition, the Company has licensed to Ryer Enterprises, LLC, certain patent rights for future royalties payable monthly over an eight year period, after which the Company will transfer the patents to Ryer Enterprises, LLC.

3. Earnings (Loss) Per Share

     Earnings (loss) per share is computed using the weighted average number of shares of common stock outstanding and is presented for basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period increased to include, if dilutive, the number of additional common shares that would have been outstanding if the potential common shares had been issued. Dilutive

F-5

Planet Polymer Technologies, Inc.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

potential common shares consist of the incremental common shares issuable upon conversion of the convertible preferred stock (using the “if converted” method) and exercise of stock options and warrants (using the treasury stock method) for all periods.

     The Company has excluded all convertible preferred stock and outstanding stock options and warrants from the calculation of diluted loss per share for the three and six months ended June 30, 2003 and June 30, 2002, because all such securities are either anti-dilutive for those periods or their impact was insignificant. Accordingly, diluted loss per share equals basic loss per share. The total number of potential common shares excluded from the calculation of diluted loss per share for the three and six months ended June 30, 2003 was 1,414,941.

4. Income Taxes

     As the ultimate realization of the potential benefits of the Company’s net operating loss carryforwards is considered unlikely by management, the Company has offset the deferred tax assets attributable to those potential benefits through valuation allowances and, accordingly, the Company did not recognize any credits for income taxes in the accompanying condensed statements of operations to offset its pre-tax losses.

5. Stock-Based Compensation

     As explained in Note 10 in the Form 10-KSB, the Company accounts for stock options granted to employees based on their intrinsic values under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees, and Related Interpretations,” and has adopted the disclosure-only provisions of Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” and the provisions of Statement of Financial Accounting Standards No. 148 “Accounting for Stock-Based Compensation – Transition and Disclosure-an Amendment of FASB Statement No. 123.” Since the exercise price of all of the options granted by the Company to its employees has been equal to or greater than fair value, the Company has not recognized any earned or unearned compensation costs in its financial statements in connection with those options. The Company’s historical net income (loss) per share and pro forma net income (loss) per share for the three and six months ended June 30, 2003, and June 30, 2002, assuming compensation cost had been determined based on the fair value of all options at the respective dates of grant determined using a pricing model consistent with the provisions of SFAS 123 are set forth below:

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
Net income (loss), as reported	$	180,700		$	(185,709	)	$	181,202		$	(340,750	)
Stock-based employee compensation expense assuming a fair value based method had been used for all awards		(14,000	)		(22,000	)		(27,400	)		(43,300	)
Net loss, pro forma	(	166,700	)		(207,709	)		153,802	)		(384,050	)
Basic earnings (loss) per share, as reported	$	0.03		$	(0.02	)	$	0.02		$	(0.04	)
Basic earnings (loss) per share, pro forma	$	0.03		$	(0.02	)	$	0.02		$	(0.04	)

F-6

Planet Polymer Technologies, Inc.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

6. Agway Contract Amendments

     During the six months ended June 30, 2003, the Company restructured certain patent sale and license agreements with Agway resulting in the receipt of $130,000 in license revenue related to the FreshSeal and Optigen products. The amended agreements also call for the Company to receive future royalty payments based on varying percentages of future revenues generated by Agway from sales of related products. No royalties are expected to be received from the sales of the underlying products until the fourth quarter of 2003.

7. Subsequent Events

     The Company experienced no significant events subsequent June 30, 2003.

F-7

PART I — FINANCIAL INFORMATION
Item 2 — Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Planet Polymer Technologies, Inc.

Except for the historical information contained herein, the discussion in this report contains forward-looking statements that involve certain risks and uncertainties. The Company’s actual results could differ materially from those discussed in this report. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and in the Company’s Form 10-KSB for the fiscal year ended December 31, 2002.

OVERVIEW

     Since Planet Polymer Technologies, Inc. (“Planet” or the “Company”) was founded in 1991 substantially all of the Company’s resources have been devoted to the development and commercialization of its technologies and products. This has included the expenditure of funds to develop the Company’s corporate infrastructure and support the Company’s research and development of products, marketing, licensing of products to third parties and corporate administration.

     Until this most recent period Planet has incurred operating losses since inception and had an accumulated deficit as of June 30, 2003 of approximately 14.2 million. The Company’s only anticipated source of revenues is from royalties from Agway, Inc., and Ryer Enterprises, LLC, which are not expected to be sufficient to maintain profitability through December 31, 2003.

RESULT OF OPERATIONS

     The Company’s revenues decreased to approximately $33,000 for the three months ended June 30, 2003 from approximately $43,000 for the same period in 2002. However, year-to-date revenue has increased $89,000 from the same period in 2002. This increase is attributable to the receipt of $130,000 in license revenue from Agway, Inc., related to the restructuring of certain patent sale and licensing agreements with Agway, Inc., with respect to the FreshSeal and Optigen products. Additional royalty revenues from Agway, Inc. are not expected until the fourth quarter of 2003 or later. For the period ended June 30, 2003, no royalties were realized relating to AQUAMIM due to the default by Ryer Industries, LLC. However, the approximately $11,000 in revenue generated is primarily related to consulting services provided by the Company to Ryer Enterprises, LLC. In April 2003 the Company recovered the assets sold to Ryer Industries, LLC, and by agreement dated as of May 1, 2003, resold the assets to Ryer Enterprises, LLC, a newly formed entity which intends to continue the commercial employment of the AQUAMIM products. The sale price for the AQUAMIM assets is $301,000 with a down payment of $25,000 and twenty-four monthly installments payable in the amount of $11,500 commencing June 1, 2003. In addition, the Company has licensed to Ryer Enterprises, LLC, the patent rights relating to the AQUAMIM products for royalties which will be payable monthly forty-five days after the close of each month for 8 years after which Planet has agreed to transfer the patents to Ryer Enterprises, LLC, provided it is not in default.

     Cost of revenues decreased to approximately $1,000 for the three months ended June 30, 2003, from approximately $32,000 for the same period in 2002. This decrease was primarily due to the fact the Company no longer directly sells any products.

     Total operating expenses decreased to approximately $109,000 for the three months ended June 30, 2003, from approximately $249,000 for the same period in 2002. This decrease was primarily attributable to the reduction of the remaining staff which was offset in part by increased legal expenses

8

PART I — FINANCIAL INFORMATION
Item 2 — Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Planet Polymer Technologies, Inc.

due to the bankruptcy of Agway, Inc., the restructuring of agreements with Agway, and the default by Ryer Industries, LLC, in its remaining obligations to purchase the Company’s AQUAMIM assets.

     The Company incurred no research and development expenses in the second quarter of 2003 compared to approximately $37,000 for the three months ended June 30, 2003. The Company anticipates limited or no further research and development activities on new products.

     Other income, net increased from approximately $20,000 for the three months ended June 30, 2003, to approximately $279,000 for the same period in 2003. This increase was primarily attributable to the gain on sale of fixed assets and license revenue from Agway.

LIQUIDITY AND CAPITAL RESOURCES

     The Company used cash of approximately $51,000 for operations for the three months ended June 30, 2003. Such funds were used primarily for administrative support.

     The Company does not believe that its existing sources of liquidity and anticipated revenue will be adequate to satisfy the Company’s projected working capital and other cash requirements through March 2004 to continue operations as a public reporting company without raising additional capital. The Company is evaluating alternatives to raise additional equity and/or reduce the cost structure of the Company by de-registering under the Securities Exchange Act and continuing as a privately held Company. If the Company de-registers it is likely that no market will exist for the Company’s shares. As a privately held company with the Company’s activities limited to collecting royalties from third parties, the Company would endeavor to hold expenses to a minimum and dividend net royalty income to shareholders. Although Agway, Inc., presented the Company with revenue projections from the sale of the FreshSeal and Optigen products being commercialized by Agway, which indicate that significant royalties could be realized by Planet in as early as year 2004 and increasing significantly for a ten year period, the ability of Agway or its successor to realize such revenues is subject to material risks, including, without limitation, the ability to obtain a no objection position from the FDA relating to Optigen, market acceptance of the products, product production, and competition from competing products. Due to the continued material risks associated with the ultimate commercialization of these products, no assurance can be made that net royalty income will ever be adequate to pay significant dividends, if any. The Company understands that Agway is in the process of trying to sell the operating divisions of Agway responsible for both the FreshSeal product and the Optigen product. The effect any such sale will have on the timing and amount of royalties which may be received by the Company is uncertain. In addition to royalty revenues from FreshSeal, if Agway is successful in selling the FreshSeal business, the Company may receive from the purchase price up to $200,000 pursuant to the Company’s agreement with Agway.

     There can be no assurance that the Company’s efforts will result in additional funds or that additional financing will be available on acceptable terms, or at all.

9

Item 3 — Controls and Procedures

Planet Polymer Technologies, Inc.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2003. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Company is required to disclose in the reports it files under the Securities and Exchange Act of 1934, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Such evaluation did not identify any change in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2003 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

CHANGES IN INTERNAL CONTROLS

     There were no significant changes in internal controls or other factors that could significantly affect our internal controls subsequent to the date of our evaluation.

10

PART II — OTHER INFORMATION

Planet Polymer Technologies, Inc.

Item 1 — Legal Proceedings:

     None

Item 2 — Changes in Securities:

     None

Item 3 — Defaults upon Senior Securities:

     None

Item 4 — Submission of Matters to a Vote of Security Holders:

     None

Item 5 — Other Information:

     Effective April 24, 2003, 3.0 million shares of the common stock of the Company formerly owned by Agway, Inc., were transferred back to the Company and cancelled, resulting in a decrease of outstanding shares from 9,207,884 to 6,207,884. This transfer was made in consideration for a reduction in the Company’s future royalties percentage.

     On April 1, 2003, the Company made a grant to Richard C. Bernier of 25,000 option shares to purchase Common Stock of the Company at $0.05 per share, with an expiration date of April 1, 2013.

     On May 19, 2003, the Company made a grant to H. M. Busby of 50,000 option shares to purchase Common Stock of the Company at $0.06 per share, with an expiration date of May 19, 2013.

     On May 19, 2003, the Company made a grant to Robert Petcavich of 12,500 option shares to purchase Common Stock of the Company at $0.14 per share, with an expiration date of May 19, 2013, and another grant to Robert Petcavich of 50,000 option shares to purchase Common Stock of the Company at $0.06 per share, with an expiration date of May 19, 2013.

     On May 19, 2003, the Company made a grant to Ronald Sunderland of 50,000 option shares to purchase Common Stock of the Company at $0.06 per share, with an expiration date of May 19, 2013.

Item 6 — Exhibits and Reports on Form 8-K:

     (a)  Exhibits:

Exhibit Number	Description
10.43	Purchase, Sale and Licensing Agreement, Ryer Enterprises, LLC
10.44	Promissory Note by Ryer Enterprises, LLC, executed in favor of the Company, and accompanying Amortization Schedule
31.1	CEO and CFO certification pursuant to Section 302
32.1	CEO and CFO certification pursuant to Section 906

11

PART II — OTHER INFORMATION

Planet Polymer Technologies, Inc.

     (b)  Reports on Form 8-K:

     News release describing the Company’s first ever profitable quarter attached to Form 8-K as Exhibit 99.1.

12

SIGNATURES

Pursuant to with the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report on Form 10-QSB to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 14, 2003	Planet Polymer Technologies, Inc.
	/s/ H. M. Busby
	H. M. Busby
	Chief Executive Officer
	(On behalf of Registrant and as Registrant’s
	Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. M. Busby	Chief Executive Officer,	August 14, 2003
	Chief Financial Officer
	(Principal Executive Officer and
	Principal Financial Officer)
/s/ H. M. Busby	Director	August 14, 2003

13 EX-10.43 3 a92412exv10w43.txt EXHIBIT 10.43 Exhibit 10.43 PURCHASE, SALE AND LICENSE AGREEMENT THIS PURCHASE, SALE AND LICENSE AGREEMENT ("Agreement") is entered into as of May 1, 2003 by and among PLANET POLYMER TECHNOLOGIES, INC., a California corporation ("Planet"), and RYER ENTERPRISES LLC, a Nevada limited liability company ("Ryer"), with reference to the following facts: A. Planet is engaged in the business of developing and licensing unique hydrosoluble polymer and biodegradable materials with broad applications in the fields of agriculture and industrial manufacturing and other related business activities; and B. Planet desires to sell to Ryer, and Ryer desires to purchase from Planet, all of Planet's Equipment (as hereinafter defined) and the AQUAMIM Relationships (as hereinafter defined) relating to Planet's metal injection molding feedstock business (the "Business"), which are described in more detail in Section 1 below; and C. Planet desires to license to Ryer and Ryer desires to acquire an exclusive worldwide license from Planet to use and commercially exploit all rights to the Intellectual Property (as hereinafter defined), which is described in more detail in Section 3 below. It is anticipated that, as provided in Section 3.5 below, the Intellectual Property will automatically become the property of Ryer, without additional payment therefor, upon the expiration of the Term (as hereinafter defined), provided that Ryer makes all of the payments due to Planet under this Agreement. NOW, THEREFORE, IN CONSIDERATION OF the foregoing facts and the mutual promises set forth below, the parties agree as follows: 1. Purchase and Sale of Assets. Subject to the terms and conditions set forth in this Agreement, Planet hereby agrees to sell to Ryer, and Ryer hereby agrees to purchase from Planet: (a) all of Planet's Equipment ( the "Equipment") relating to the Business, which Equipment is set forth in more detail in Exhibit "A," attached hereto and incorporated by reference; and (b) all right, title and interest of Planet in all existing business relationships, development projects, business development programs, existing orders and contracts relating to the AQUAMIM Technology, if any (collectively, the "AQUAMIM Relationships"). The Equipment and the AQUAMIM Relationships are collectively referred to as the "Assets". 2. Purchase Price for the Assets. The purchase price (the "Purchase Price") for the Assets shall consist of the following consideration: 2.1 Cash. Ryer shall pay Planet Three Hundred One Thousand Dollars ($301,000.00), payable in the following installments (each a "Principal Payment"): (a) Twenty Five Thousand Dollars ($25,000.00) on or before May 1, 2003, and (b) Eleven Thousand Five Hundred Dollars ($11,500.00) on or before the first day of each and every month for the period beginning June 1, 2003 through May, 31, 2005, for a period of twenty-four (24) months (the "Period"), as set forth in more detail in the Secured Promissory Note attached hereto as Exhibit "C" and incorporated by reference. Ryer reserves the right to pre-pay the balance remaining on the Purchase Price and receive the benefit of the Balance Pre-Payment Incentive as defined in Section 2.2 below. 2.2 Balance Pre-Payment Incentive. At any time during the Period and so long as Ryer is not in default on any payment due Planet under this Agreement, Ryer has the option to pre-pay the remaining balance on the Purchase Price in full (the "Balance Pre-Payment") by paying to Planet the discounted net present value of the remaining unpaid monthly payments determined using a discount rate equal to the then current yield on Two Year U.S. Treasury Bills ("T-Bill Rate"). The T-Bill rate shall be that rate published in the Wall Street Journal on the third business day preceding the date the Balance Pre-Payment is delivered to Planet. 2.3 Principal Payment Due Date. If any Monthly Principal Payment hereunder is not paid on or before the fifth calendar day of the month in which it becomes due, Ryer shall pay, at Planet's option, a late or collection charge equal to ten percent (10%) of the amount of such unpaid Monthly Principal Payment. In the event that any default under this Section 2.3 continues for more than thirty (30) days, interest shall accrue at the rate of ten percent (10%) per year (based upon a 360-day year) on the entire outstanding principal amount until such default is cured. 2.4 No Assumption of Planet Obligations. Buyer shall assume no liability, claim or obligation (contingent or otherwise) of Planet (the "Retained Obligations"), including without limitation the following: (a) Accounts payable, product warranty obligations and customer deposits. (b) Any amount due and payable prior to or on account of the period preceding the Closing Date, or any liabilities, claims or obligations arising out of, or attributable to events, circumstances, acts or omissions occurring prior to the Closing Date (even if asserted after the Closing Date). (c) Any liabilities arising out of or in connection with any employment agreement, executive compensation agreement, or any bonus, pension, benefit, welfare, vacation, sick pay, severance, retirement, disability, insurance, collective bargaining, deferred compensation or other employee benefit plan or labor agreement relating to Planet employees, whether oral or written, or any liabilities arising out of or in connection with the termination of employment of any Planet employee. (d) Any Federal, state or local income, sales, property, real estate or other taxes or imposts payable by Planet. 2.5 The Purchase Price shall be allocated to the Equipment as set forth on Exhibit "A" attached hereto and incorporated by this reference, and to the other assets being transferred to Ryer as provided elsewhere in this Agreement. Seventy-Five Thousand Dollars ($75,000) of the Purchase Price shall be allocated to the AQUAMIM Relationships and general intangibles. Each of the parties shall report this transaction for tax purposes in accordance with such allocations. 3. License of Patents and Trademarks and Other Intellectual Property. Subject to the terms and conditions of this Agreement, including the payment of royalties to Planet as provided in this Agreement, Planet hereby grants to Ryer an exclusive, worldwide license (the "License") to use any and all of the patents and trademarks described on Exhibit "B" attached hereto and incorporated by reference (the "Patents and Trademarks") and any and all other existing intellectual property relating to Planet's AQUAMIM Metal Injection Molding ("MIM") technology (collectively, the "AQUAMIM Technology") and any other formulas, processes and other information and trade secrets related to the Business (collectively the "Intellectual Property") and to develop, have developed, make, have made, use, offer to sell and sell products using any or all of the Intellectual Property. The License includes the right to grant sublicenses to third parties to use some or all of the Intellectual Property to make, use or sell products, subject to the payment of royalties to Planet as if any such use or sale were by Ryer directly (however, Planet shall never be entitled to receive more than one royalty for any product sold). Ryer shall notify any sub-licensees under this section of all rights and obligations of Ryer under this Agreement that are sublicensed to such sub-licensee, and Ryer shall notify Planet within 30 days after the grant of any sublicense under this section, including the name and address of any such sublicensee. Except as expressly provided in this Agreement, the License is perpetual and irrevocable. The License may be terminated by Planet, by written notice to Ryer, in the event that Ryer fails to make any payment due to Planet under this Agreement and such failure is not cured within thirty (30) days after written notice thereof is given by Planet to Ryer; provided, however, that if there is a bona fide dispute between the parties as to the amount of any payment due to Planet, the License may not be terminated by Planet until and unless such payment has not been made within thirty (30) days after the final resolution of such dispute. 3.1 Royalties. During the eight-year period beginning on May 1, 2003 and ending on April 30, 2011 (the "Term"), Ryer shall pay to Planet royalties based upon sales by Ryer to third parties during the Term of Feedstock (as hereinafter defined) and MIM products manufactured by Ryer using any Feedstock ("Feedstock Products"). The amount of the royalties will be determined by the formulas set forth in this Section 3.1. The applicable formula will be determined by: (a) whether the Feedstock is based upon Planet's water-soluble binder system ("Water-Soluble Feedstock") or is a tungsten-carbide Feedstock made using the AQUAMIM Technology ("Carbide Feedstock"); and (b) whether the Feedstock is sold to a third party or used by Ryer to make a Feedstock Product that is sold to a third party. As used herein, the term "Feedstock" shall mean a mixture of one or more metal powders and one or more binders that is used in MIM to make a sintered metal product and that is either a Water-Soluble Feedstock or a Carbide Feedstock. 3.1.1 Royalty on Feedstock Sold to a Third Party. The royalty on any Water-Soluble Feedstock or Carbide Feedstock sold to a third party shall be computed by multiplying the total price of such Feedstock (excluding taxes, shipping and handling, and similar charges) by six percent (6%). Such total price and the Shipped Weight (as that term is hereinafter defined) of the Feedstock sold to a third party shall be evidenced by Ryer's invoice to such third party. 3.1.2 Royalty on Feedstock Used by Ryer. The royalty on any Water-Soluble Feedstock or Carbide Feedstock used by Ryer to make a Feedstock Product shall be computed by dividing the Shipped Weight (as that term is hereinafter defined) of such Feedstock Product by ninety-four percent (94%), and then multiplying such quotient by the Royalty Per Pound (as hereinafter defined) of the Feedstock used to make such Feedstock Product. The parties acknowledge that approximately six percent (6%) of the weight of a Feedstock is comprised of the weight of the binders, which are removed during the debinding and sintering processes of MIM. Accordingly, the parties agree that dividing the Shipped Weight of a Feedstock Product by 94% (i.e. by 0.94) will yield the approximate weight of the Feedstock incorporated into such Feedstock Product. For example, if the Shipped Weight of a Feedstock Product is 94 grams, then the weight of the Feedstock incorporated into such Product is approximately 100 grams [94 / 0.94 = 100], comprised of 94 grams of metal powders and 6 grams of binders. 3.1.3 Royalty Per Pound. Since Feedstock used by Ryer to make Feedstock Products will not be sold to a third party, the parties have agreed to determine a Royalty Per Pound for each Feedstock, which will be used in computing the royalty due to Planet on Feedstock incorporated by Ryer into Feedstock Products. The parties acknowledge that: (a) the cost to produce a Feedstock is affected by the cost of the metal powders, the cost of the binders and the cost of mixing the metal powders and binders to form the Feedstock; (b) the current cost of mixing is approximately One Dollar ($1.00) per pound of Feedstock for each time the Feedstock must be mixed (e.g. the cost of mixing for a single-mixed Feedstock is $1.00 per pound of Feedstock and such cost for a triple-mixed Feedstock is $3.00 per pound of Feedstock); (c) the cost of metal powders and, to a lesser extent, binders will vary (sometimes substantially) from time to time as market conditions change; and (d) in setting the selling price for any Feedstock, Planet would customarily mark up the total cost of such powders, binders and mixing by fifty percent (50%) for its gross profit. Accordingly, the parties have agreed that the Royalty Per Pound for each Feedstock will be adjusted periodically to reflect changes in such costs, as more particularly hereinafter provided. The Royalty Per Pound for any Feedstock at any given time shall be computed by multiplying the then cost per pound of such Feedstock by one and one-half (1.5) and then multiplying such product (the "Internal Price") by either six percent (6%) for Water-Soluble Feedstocks or ten percent (10%) for Carbide Feedstocks. The current Royalty Per Pound for each of certain Feedstocks that Ryer anticipates it may use to make Feedstock Products, based on the current Internal Price of such Feedstock, is set forth on Exhibit "G" attached hereto and incorporated by reference. The Royalty Per Pound for each Feedstock shall be adjusted annually, on the last business day of each April, based on the then total costs of producing such Feedstock. The costs of metal powders shall be based upon the average cost of the metal powders purchased by Ryer over the 30-day period directly preceding the last business day of each April, as evidenced by invoices for such purchases. Should Ryer not purchase any metal powders in the preceding 30-day period, the price will be determined upon the metal powder prices reported on the last business day of April by a mutually agreeable third party supplier of the metal powder. For simplicity, the cost of the binders and the mixing shall be assumed to be $1.00 per pound of Feedstock for the binders and $1.00 per pound of Feedstock for each time that a Feedstock must be mixed (e.g. $3.00 per pound of Feedstock for a triple-mixed Feedstock). Said assumed costs shall be adjusted equitably if Ryer can demonstrate materially lower total costs for those two items. For example, if, on April 30, 2004, the cost of the metal powders used to make Tungsten Carbide (15%) Carbide Feedstock has increased by $2.00 per pound (to $10.00 per pound) of Feedstock then the Royalty Per Pound for such Carbide Feedstock will become $2.10 per pound [($10.00+$1.00+$3.00) x 1.5 x 10% = $2.10]. If, on April 30, 2004, the cost of the metal powders used to make Tungsten Carbide (15%) Carbide Feedstock has decreased by $2.00 per pound (to $6.00 per pound) of Feedstock, and if Ryer has determined to double-mix the Feedstock (instead of triple-mixing it), then the Royalty Per Pound for such Carbide Feedstock will become $1.35 per pound [($6.00+$1.00+$2.00) x 1.5 x 10% = $1.35]. The Royalty Per Pound for any Feedstock shall also be adjusted at such other times as there is a Material Change in the cost of the metal powders. A Material Change is one that results in a Twenty Five Percent (25%) or greater increase or decrease in the cost of the metal powders. 3.1.4 Shipped Weight. The Shipped Weight of any Feedstock Product shall be determined in the following manner. If fewer than four of any identical item are shipped, the Ryer employee responsible for shipping such items (the "Shipping Clerk") shall weigh each item and shall determine the average weight of such items, which average weight and the total weight of all such items (determined by multiplying the average weight by the number of pieces of such item) shall be noted on the shipping manifest. If more than three of any identical item are shipped, the Shipping Clerk shall weigh three representative samples of such item and determine the average weight of such items, which average weight and the total weight of all such items (determined by multiplying the average weight by the number of pieces) shall be noted on the shipping manifest. Alternatively, if a container contains only identical Feedstock Products or Feedstock, the Shipping Clerk may determine the total weight of the contents (exclusive of the weight of any packaging material), which total weight shall be noted on the shipping manifest. The total Shipped Weight of the various Feedstocks and Feedstock Products shipped, and the Feedstock used to make each such Feedstock Product, shall be indicated on the invoices to the purchasers of such items. 3.1.5 Computation and Payment of Royalties. Royalties due from Ryer to Planet under this Section 3.1 shall be computed on the total Shipped Weight of the various Feedstocks and Feedstock Products shipped during each calendar month of the Term. The royalties due to Planet for each calendar month (the "Royalty Payments"), computed in accordance with the provisions of this Section 3.1, shall be paid by Ryer to Planet prior to the expiration of forty-five (45) days after the end of such calendar month. The obligation to make the Royalty Payments shall survive the expiration of the Term and the termination of this Agreement. Ryer shall submit to Planet, with each remittance, Ryer's computation of the Royalty Payment then due, together with copies of shipping manifests and invoices to support such computation. 3.2 Royalty Payment Due Date. If any Royalty Payment, as defined in Section 3.1 above, is not paid on or before the fifth calendar day after it is due, Ryer shall pay, at Planet's option, a late or collection charge equal to ten percent (10%) of the amount of such unpaid Monthly Principal Payment. In the event that any default under this Section 3.2 continues for more than thirty (30) days, interest shall accrue at the rate of ten percent (10%) per year (based upon a 360-day year) on the unpaid amount until such default is cured. 3.3 Enforcement of Patents and Trademarks During the Term. 3.3.1 Notice of Potential Infringement. Each party (the "Notifying Party") shall promptly notify the other party of any infringement or potential infringement of any of the Patents or Trademarks or any use or disclosure of any trade secret comprising part of the Intellectual Property (the "Affected Intellectual Property") of which the Notifying Party becomes aware. 3.3.2 Planet Option to Prosecute. Planet shall have the first option and right to commence and prosecute litigation or other proceedings to enforce any and all rights under the Intellectual Property. If Planet commences any such litigation or proceedings, Planet shall, unless Planet provides adequate notice, within any applicable statute of limitations, to Ryer of Planet's intent to discontinue to prosecute such litigation or other proceedings, diligently prosecute the same to final judgment or settlement; provided, however, that Planet shall not settle any such matter without the prior written approval of Ryer, which may be granted, withheld or conditioned in Ryer's sole and absolute discretion. 3.3.3 Ryer Option to Prosecute. In the event that, within ninety (90) days after the first to occur of: (a) Planet becomes aware of an infringement or potential infringement of any Affected Intellectual Property; or (b) Ryer notifies Planet of such an infringement or potential infringement; Planet determines not to commence litigation or other proceedings to enforce and/or protect the Affected Intellectual Property Planet shall notify Ryer in writing of any such determination prior to the expiration of such 90-day period and, if Planet fails to so notify Ryer, Planet shall be deemed to have determined not to commence such litigation or other proceedings, then upon expiration of such period or upon any such refusal, Ryer may commence and prosecute litigation or other proceedings to enforce and/or protect the Affected Intellectual Property. Planet shall cooperate with Ryer, as necessary, to enable Ryer to prosecute such litigation or other proceedings. If acting to prevent the running of any applicable statute of limitations, and after having provided written notice to Planet of Ryer's intent to commence litigation and or other proceedings, Ryer may commence said action prior to the running of the 90-day period. 3.3.4 Recoveries. All recoveries resulting from any such litigation or other proceedings shall be for the benefit of the party that bore the expense of prosecuting the litigation or other proceeding until all such expenses have been recovered and thereafter shall be allocated to Planet to provide for recovery of its lost royalty interest and to Ryer to provide for recovery of its lost profits. 3.4 Infringement Actions. 3.4.1 Notice. If at any time before termination of this Agreement a claim is made or an action is brought against Ryer by a third party alleging intellectual property or trade secret infringement attributable to Ryer's use of the Intellectual Property, Ryer shall promptly inform Planet, and Planet and Ryer shall confer together to find the best means of avoiding infringement of such third party's intellectual property or of defending such claims or action. Notwithstanding the foregoing, Ryer shall have no obligation to take or refrain from taking any action to avoid any such infringement that would involve any material change to any part of Ryer's production process or the cost to Ryer of such process unless arrangements reasonably satisfactory to Ryer are made for the payment by Planet of all costs of such change and all additional costs of such process. 3.4.2 Indemnification. Planet shall, at its own expense, defend and indemnify Ryer from and against any claim, demand, liability, loss, cost, damage or expense (including attorney's fees and disbursements but excluding those attorney's fees incurred by Ryer should Ryer choose to retain separate outside counsel) incurred in connection with or resulting from the alleged infringement of a third party's patent or other propriety rights by reason of the use of the Intellectual Property in accordance with this Agreement. Planet shall obtain written approval from Ryer as to counsel selected to defend against any infringement claim or action. Approval of said counsel will not be unreasonably withheld by Ryer. 3.4.3 Right of Setoff. If in the reasonable judgment of Ryer (which judgment shall be exercised in good faith), Planet shall be indebted to Ryer under this Agreement, including under Section 3.4, Ryer shall have the right to setoff such indebtedness against any amount Ryer then or in the future may owe to Planet, including without limitation amounts under the promissory note delivered to Planet at Closing and any royalties owed under Section 3.1, above. 3.5 Transfer of Intellectual Property Upon Expiration of the Term. Provided that Ryer has paid to Planet all amounts due to Planet under this Agreement, Planet shall transfer the Intellectual Property to Ryer upon the expiration of the Term, without additional consideration. Prior to such transfer: (a) Planet may not encumber, sell or otherwise transfer any of the Intellectual Property to any party other than Ryer, and any such encumbrance, sale or transfer shall be null and void; (b) Planet shall not disclose any of the Intellectual Property that is not in the public domain as of the date of this Agreement; (c) Planet shall, at its own expense, keep the Intellectual Property in full force and effect, and shall timely file all necessary extensions and other documents; and (d) if, at any time, Planet desires to abandon any Intellectual Property, Planet shall notify Ryer thereof and shall, at Ryer's request, transfer such Intellectual Property to Ryer. 4. Closing Date. The closing shall take place concurrently with execution of this Agreement. 5. Conditions Precedent to the Closing by Ryer. The obligations of Ryer to consummate this Agreement are subject to the fulfillment, at or prior to the Closing Date of the conditions set forth below, unless waived by Ryer in a writing delivered to Planet: 5.1 Representations and Warranties. The representations and warranties of Planet shall be true and correct in all material respects as of the Closing Date as though made on that date and Planet shall have performed or complied with all of its covenants, terms and conditions to be performed prior to Closing Date. 5.2 Absence of Litigation. Prior to or at the Closing Date, no litigation, investigation, inquiry or proceeding shall be pending or threatened (i) to enjoin or prevent the consummation of the transactions contemplated by this Agreement or to obtain damages or other relief by reason of such consummation; (ii) involving any of the Assets of Planet; (iii) involving any contractual relationship pertaining to the acquisition by Ryer of the Assets, (iv) involving the Intellectual Property, or (v) involving any contractual relationship pertaining to the acquisition by Ryer of the Intellectual Property, the results of which could prevent, materially delay or make illegal the consummation of such purchase. 5.3 Material Damage. Prior to the Closing Date, no material damage, destruction, casualty or loss (whether or not covered by insurance) and no other event or condition materially and adversely affecting the Assets shall have occurred. 5.4 Authorization by Planet. The execution and delivery of this Agreement by Planet and the performance of the transactions contemplated herein shall have been duly authorized by Planet's Board of Directors and Ryer shall have received copies of all resolutions of the Board of Directors pertaining to such authorization, certified by Planet's secretary. 5.5 Covenants and Agreements. Planet shall have performed and complied with each and all of the covenants, agreements, terms and conditions to be performed and complied with by Planet on or before the Closing Date, pursuant to the provisions of this Agreement, and Planet shall so certify in writing delivered to Ryer at the Closing Date. 5.6 Physical Inventory. On or before the Closing Date, Ryer shall have conducted a physical inventory of all Equipment as held by Planet as of the Closing Date and shall be satisfied that such Equipment is one hundred percent (100%) owned by Planet and is in working order, and that such Equipment fully complies with the representations and warranties set forth herein with respect to such Equipment. Ryer acknowledges that it has received all of the Equipment and Raw Materials from Planet. 6. Conditions Precedent to the Closing by Planet. The obligations of Planet to consummate this Agreement are subject to the fulfillment, before or on the Closing Date, of the conditions set forth below, unless waived by Planet in a writing delivered to Ryer: 6.1 Representations and Warranties. The representations and warranties of Ryer shall be true and correct in all material respects as of the Closing Date as though made on that date and Ryer shall have performed or complied with all of its covenants, terms and conditions to be performed prior to the Closing Date. 6.2 Absence of Litigation. Prior to or at the Closing Date, no litigation, investigation, inquiry or proceeding shall be pending or threatened (i) to enjoin or prevent the consummation of the transactions contemplated by this Agreement or to obtain damages or other relief by reason of such consummation; (ii) involving any contractual relationship pertaining to the acquisition by Ryer of the Assets, or (iii) involving any contractual relationship pertaining to the acquisition by Ryer of the Intellectual Property, the results of which could prevent, materially delay or make illegal the consummation of such purchase. 6.3 Authorization by Ryer. The execution and delivery of this Agreement by Ryer and the performance of the transactions contemplated herein shall have been duly authorized by Ryer's Manager shall have received copies of all resolutions of the Manager pertaining to such authorization, certified by Ryer's Manager. 6.4 Covenants and Agreements. Ryer shall have performed and complied with each and all of the covenants, agreements, terms and conditions to be performed and complied with by Ryer on or before the Closing Date, pursuant to the provisions of this Agreement, and Ryer shall so certify in writing delivered to Planet at the Closing Date. 6.5 Consulting Agreement. On or before the Closing Date, Ryer shall have duly executed and delivered the Consulting Agreement to Planet in the form attached hereto as Exhibit "D," and incorporated by reference. 7. Planet's Representations and Warranties. Planet represents and warrants to Ryer the accuracy and completeness of the matters set forth in this Section 8 as of the date hereof and as of the Closing Date: 7.1 Organization and Standing. Planet is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has full and complete power and authority together with all licenses, permits and certificates from agencies and public authorities as are necessary to own its properties and to conduct its business where such properties are now owned and such business is now conducted, and has full power and authority to enter into and accomplish the transactions herein contemplated, to enter into this Agreement and to carry out the provisions hereof. 7.2 No Breach. The execution, delivery, performance and compliance by Planet with this Agreement will not (with or without the giving of notice or passage of time) result in any material breach of, constitute a default under, or result in the imposition of any lien or encumbrance upon the Assets or Intellectual Property pursuant to any material agreement or other instrument to which Planet is a party or by which Planet or the Assets or Intellectual Property are bound or affected. 7.3 Authorization and Binding Effect. The execution, delivery and performance of this Agreement by Planet and the consummation of the transactions contemplated by this Agreement have all been duly authorized by the directors of Planet and all the corporate acts, proceedings and approvals required of Planet, its officers and directors for all of the foregoing have been duly taken and remain in effect. This Agreement constitutes the legal, valid and binding obligation of Planet, enforceable against Planet in accordance with its terms. 7.4 Compliance with Laws and Other Instruments. Planet has, complied in all material respects with all laws, regulations and orders applicable to the Assets and has all material permits and licenses required thereby. There is no term or provision of any mortgage, indenture, contract, agreement or instrument to which Planet is a party or by which it is bound, or of any provision of any state or federal judgment, decree, order, statute, rule or regulation applicable to or binding upon Planet or the Assets and/or Intellectual Property which materially adversely affects or, so far as Planet may now foresee, in the future is reasonably likely to materially adversely affect, the Assets and/or Intellectual Property. 7.5 Proprietary Rights. Planet is not using any trademark, trademark registration or application, service mark or trade name, patent, patent registration or application, copyright or copyright registration or application, the use of which is necessary or contemplated in connection with the operation of Planet's business or in connection with the performance of any contract to which Planet is a party, in violation of the rights of the owner thereof. 7.6 Title to and Condition of Equipment. Except as set forth in Exhibit "E," attached hereto and incorporated by reference, Planet will have on the Closing Date good and marketable title to all of the Equipment, subject to no liens or encumbrances, whether by mortgage, security interest, pledge, lien, conditional sale agreement, encumbrance, charge or otherwise, and at the Closing Date will deliver to Ryer full legal title thereto free and clear of all liens and encumbrances. Except as specifically represented or warranted in this Agreement, the Equipment is being sold to Ryer "as is" without any further representation or warranty being made by Planet, express or implied. 7.7 Brokers or Finders. Planet has retained no broker or finder in connection with the transactions contemplated by this Agreement. 7.8 Intangible Property. With regard to the Intangible Property: 7.8.1 To Planet's knowledge, all of the Intangible Property consisting of Patents is currently in compliance with formal legal requirements (including payment of filing, examination, and maintenance fees and proofs of working or use), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within 120 days after the Closing Date. 7.8.2 None of the Intangible Property is involved in, any interference, cancellation, reissue, reexamination, challenge, infringement or opposition proceeding. Planet has not received any written notice of any interference, cancellation, reissue, reexamination, challenge, infringement or opposition proceeding regarding the Intangible Property. To Planet's knowledge, there is no potentially interfering patent or patent application of any third party and no such action is threatened with the respect to any of the Intangible Property. 7.8.3 To Planet's knowledge, no patent is infringed or has been challenged or threatened in any way by the Intangible Property. To Planet's knowledge, none of the products manufactured and sold, nor any process or know-how used, by Planet in the Business infringe or is alleged to infringe any patent or other proprietary right of any other person. Planet has not received any written notice that any of the products manufactured and sold, nor any process or know-how used, by Planet in the Business infringe or is alleged to infringe any patent or other proprietary right of any other person. 7.8.4 To the extent applicable, all products made, use, or sold relating to the Business under any patents have been marked with the proper patent notice. 7.8.5 To Planet's knowledge, the AQUAMIM trademark has not been infringed or challenged or threatened in any way. To Planet's knowledge, none of the marks used by Planet in the Business infringes or is alleged to infringe any trade name, trademark, or service mark of any third party. The AQUAMIM mark has been registered with the United States Patent and Trademark Office is currently in compliance with all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability and renewal application), are valid and enforceable, and are not subject to any maintenance fee or taxes or actions falling due within 120 days after the Closing Date. 7.8.6 If applicable, all products and materials containing a mark bear the proper federal registration notice where permitted by law. 7.8.7 With respect to each trade secret, the documentation relating to such trade secret is current, accurate, and sufficient in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory of any individual. 7.8.8 Planet has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its trade secrets related to the AQUAMIM Technology. 7.8.9 To Planet's knowledge, the trade secrets and proprietary information related to the AQUAMIM Technology and other Intellectual Property, including without limitation the formulations used in connection therewith, are not part of the public knowledge or literature, and, to Planet's knowledge, have not been used, divulged, or appropriated either for the benefit of any person (other than Planet) or to the detriment of Planet. Planet has used its best efforts to protect the confidentiality and non-disclosure of trade secrets and proprietary information related to the Business. No trade secret is subject to any adverse claim or has been challenged or threatened in any way. 7.8.10 All former and current employees of Planet have executed written contracts with Planet that assign to Planet all rights to any inventions, improvements, discoveries, or information relating to the business of Planet. No employee of Planet has entered into any contract or agreement that restricts or limits in any way the scope of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than the Planet. 8. Ryer's Representations and Warranties. Ryer represents and warrants to Planet the accuracy and completeness of the matters set forth in this Section 9, as of the date hereof and as of the Closing Date: 8.1 Organization and Standing. Ryer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada, and has full and complete power and authority together with all licenses, permits and certificates from agencies and public authorities as are necessary to own its properties and to conduct its business where such properties are now owned and such business is now conducted, and has full power and authority to enter into and accomplish the transactions herein contemplated, to enter into this Agreement and to carry out the provisions hereof. 8.2 Authorization and Binding Effect. The execution, delivery and performance of this Agreement by Ryer and the consummation of the transactions contemplated by this Agreement have been all duly authorized by the Manager of Ryer and all the company acts, proceedings and approvals required of Ryer, its Manager and/or Members for all of the foregoing have been duly taken and remain in effect. This Agreement constitutes the legal, valid and binding obligation of Ryer, enforceable against Ryer in accordance with its terms. 8.3 Brokers or Finders. Ryer has retained no broker or finder in connection with the transactions contemplated by this Agreement. 8.4 Financial Condition of Ryer. On the Closing Date, Ryer has unencumbered cash on hand in the approximate amount of Two Hundred Thousand Dollars ($200,000), and approximately Two Hundred Thousand Dollars ($200,000) in equipment other than the Equipment which secures a loan in the approximate amount of Two Hundred Thousand Dollars ($200,000). Ryer believes its financial condition is reasonably adequate to execute its business plan. 8.5 Survival of Representations. The covenants, representations and warranties made by Ryer herein, except as they may be fully performed prior to or contemporaneously with the Closing and except that the last sentence of Section 8.4 shall apply only as of the Closing Date, shall remain for the Term. 9. Covenants of Planet. Planet covenants to Ryer as set forth below. 9.1 Conduct of Business. Planet shall: (a) until delivery to Ryer, shall maintain the Equipment in the condition it received the Equipment and shall not, without the prior written consent of Ryer, incur expenses in the maintenance or repair of any Assets which could result in a lien upon or other liability against any of the Equipment; (b) until delivery to Ryer, shall duly observe and conform to all legal requirements applicable to such Equipment and the business conducted in connection therewith; (c) use its best efforts to cause all of the conditions set forth in Section 9 of this Agreement to be satisfied, and has not and shall not undertake any course of action which would be inconsistent with either a prompt consummation of the Closing Date or satisfaction of the conditions of the Closing Date set forth in this Agreement; and (d) use its best efforts to preserve the goodwill of the customers, suppliers and others having relationships with the Business or the Assets. 9.2 Transfer of Raw Materials. At the Closing, Planet shall transfer to Ryer, at Ryer's option, the raw materials as set forth in more detail on Exhibit "F," attached hereto and incorporated by reference, "as is" without representation or warranty of any kind, express or implied, including without limitation any warranty as to condition or title. Forty Thousand Four Hundred Dollars ($40,400) of the Purchase Price shall be allocated to such raw materials. 9.3 Survival of Representations. The covenants, representations and warranties made by Planet herein, except as they may be fully performed prior to or contemporaneously with the Closing Date, shall survive indefinitely. 10. Covenants of Ryer. Ryer covenants to Planet as set forth below: 10.1 License. In the event that, during the Term, Ryer or its assigns, for a period of 180 consecutive calendar days discontinues, for any period of 180 consecutive calendar days, for any reason other than as a result of force majeur, the business of supplying products or services to the custom MIM feedstock marketplace, and the manufacture of Feedstock Products, the License with respect to the Patents shall terminate. 10.2 Maintenance of Records. During the Term, Ryer shall maintain current, accurate and complete books and records relating to the sales of Feedstocks and Feedstock Products and the payment of the above-referenced royalties to Planet, and the performance of its obligations under this Agreement. Planet or its designee may, annually during the Term and for a period of twenty-four (24) months thereafter, upon at least ten (10) days' advance written notice to Ryer and during reasonable business hours, examine, inspect and audit such books and records and any source documents pertaining thereto for the purposes of verifying the accuracy and completeness of records, reports and payments provided hereunder. Notwithstanding the foregoing, if Planet discovers during the course of any such audit that royalty payments to Planet for any six-month period are ninety-seven percent (97%) or less of the royalty payments that should have been paid ("Material Discrepancy"), Planet may thereafter conduct audits on a quarterly basis until there shall have been two (2) consecutive years without a Material Discrepancy and Ryer shall pay all reasonable costs of the audits. Planet or its designee may, during the course of such examination, review or audit, make copies and/or extracts of books and records relating to sales of Feedstock and Feedstock Products and royalty payments with respect thereto and Ryer's compliance with the provisions of this Agreement. Planet shall treat all such information reviewed during an audit as confidential and will not disclose the same to any third party without the written consent of Ryer. 11. Sales and Use Taxes. Planet and Ryer shall each pay one-half (1/2) of all taxes arising out of the transfer of the Assets to Ryer pursuant to this Agreement. Planet shall file all necessary reports and other documents with the appropriate governing bodies in California in connection with the transfer of Assets and Planet shall pay all amounts of such taxes due in connection with the sale and transfer of the Assets. Within 15 days after Planet has provided copies of the transfer or sales tax returns and evidence of payment, Ryer shall reimburse Planet for one-half (1/2) of all such taxes. Ryer shall not be responsible for any sales, use, business, occupation, withholding or similar tax or any taxes of any kind related to the Assets or the Business for any period prior to the Closing Date. 12. Confidential Information. Planet and Ryer shall maintain in confidence all proprietary information of the other party to this Agreement disclosed to Planet or Ryer, respectively, under this Agreement. Planet and Ryer shall not disclose any proprietary information to any other person or use such proprietary information for its own or any other persons' benefit other than as permitted by this Agreement without the prior written consent of the owner of the proprietary information. Planet and Ryer shall abide by the reasonable confidentiality restrictions imposed by the other party from time to time for such proprietary information. 13. Non-Competition and Non-Solicitation. During the Term, Planet shall not: 13.1 Directly or indirectly own, manage, operate, control, provide financing to or, engage or otherwise participate in any business, corporation, partnership, limited liability company, association, firm, joint venture, organization or other person or entity that is competitive with the Business. Notwithstanding the foregoing, the ownership of securities of a public company not in excess of one percent of any class of such securities shall not in and of itself be considered to be in competition with the business. 13.2 Accept or fill any order from or contract for any Feedstock or related services or otherwise directly or indirectly solicit, persuade, induce, attempt to solicit, persuade or induce any Customer not to do business with Ryer or to reduce the amount of business done with Ryer. The term "Customer" refers to any person or entity constituting part of the AQUAMIM Relationships and any person or entity with whom Planet has done business at any time during the 36 months preceding the Closing Date which was related to any product or service created or developed that uses any aspect of the AQUAMIM Technology or other Intellectual Property. A Customer shall also include a known customer of a Customer when the Customer is a distributor or reseller. 13.3 Directly or indirectly hire, employ, retain, engage, contract or otherwise interfere with any person who was an employee of Planet prior to the Closing Date who has entered into Ryer's employ, or induce any such person to leave Ryer's employ. 13.4 Planet will be in violation of this Agreement if it engages in any or all of the activities set forth in this Section 13 directly or indirectly for itself or any other person or entity and whether as partner, joint venturer, agent and/or director of any person or as an equity holder of any person or entity in which Planet owns, directly or indirectly, any of the outstanding equity interests (including convertible debt). 14. General Provisions. 14.1 Jurisdiction. Each party hereto hereby consents to the exclusive jurisdiction of the state and federal courts sitting in San Diego County, California in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Each party hereto further agrees that personal jurisdiction over it may be effected by service of process by registered or certified mail addressed as provided in Section 14.2 of this Agreement, and that when so made shall be as if served upon it personally within the State of California. 14.2 Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered or mailed by using first-class, registered, or certified mail, postage prepaid, to the following addresses or to such other address as the parties hereto may designate in writing: Planet: Planet Polymer Technologies, Inc. 9985 Business Park Ave San Diego, California 92131 with a copy to: Blanchard, Krasner & French, P.C. 800 Silverado St., 2nd Floor La Jolla, California 92037 Attn: Robert W. Blanchard Ryer: Ryer Enterprises LLC 42625 Rio Nedo, Unit B Temecula, California 92590 Attn: Robert A. Sanford with a copy to: Jay Gilbert 479 N. Main St., Suite 200 Glen Ellyn, IL 60137 All such notices, requests, consents and other communications shall be deemed to be properly given if delivered personally, via e-mail, or, if sent by mail, three business days after the same has been deposited in mail, addressed and postage prepaid as set forth above. 14.3 Counterparts. This Agreement may be executed in any number of counterparts, in person or by facsimile, each of which when executed by the parties hereto and delivered shall be deemed to be an original, and all such counterparts taken together shall be deemed to be but one and the same instrument. 14.4 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California. 14.5 Integration and Construction. This Agreement together with all Exhibits and Schedules referred to herein shall comprise the complete and integrated agreement of the parties hereto and shall supersede all prior agreements, written or oral, on the subject matter hereof. This Agreement has been drafted with the joint participation of the parties hereto and shall be construed to be neither against nor in favor of Planet or Ryer in accordance with the fair meaning thereof. The parties further agree that this Agreement will be construed to effectuate the normal and reasonable expectations of a sophisticated buyer and Planet. 14.6 Waivers and Amendments. No amendment, modification, supplement, termination or waiver of any provision of this Agreement, and no consent to any departure therefrom, may in any event be effective unless in writing and signed by the party or parties affected thereby, and then only in the specific instance and for the specific purpose given. 14.7 Attorneys' Fees. Each party to this Agreement shall bear its own legal fees and any and all other expenses relating to the transactions contemplated in this Agreement. If any party institutes any arbitration, action or proceeding to enforce this Agreement or any provision hereof or for damages by reason of any alleged breach of this Agreement or of any provision hereof or for a declaration of rights hereunder, then the prevailing party in any such arbitration, action or proceeding shall be entitled to receive from the other party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in connection with such action or proceeding. 14.8 Headings. The headings of this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement. 14.9 Exhibits and Schedules. Each Exhibit and Schedule referred to herein and attached hereto is an integral part of this Agreement and is incorporated herein by this reference. 14.10 Successors and Assigns. This Agreement and the provisions hereof shall be binding upon and inure to the benefit of each of the parties and their successors and assigns. 14.11 Opportunity to Consult Counsel. Each party hereto acknowledges that it has had a sufficient opportunity to consult independent legal counsel and independent accountants concerning the provisions of this Agreement and entered into this Agreement intending to be legally bound. The parties hereto are relying solely upon the advice of their own independent counsel and accountants and are not relying in any manner or way on the advice or counsel of the other party's counsel, accountants, or other advisors. 14.12 Time is of the Essence. All dates and times in this Agreement are of the essence. 14.13 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby. 14.14 Non-Binding Mediation. Except as otherwise provided by law, Planet and Ryer agree any controversy or claim arising out of or relating to the calculation and determination of Royalty Payments shall be brought to non-binding mediation before a mutually agreeable mediator in San Diego, California. Should any dispute arising out of the calculation and determination of Royalty Payments fail to be resolved through non-binding mediation, then the terms of Section 14.15 shall take effect. 14.15 Binding Arbitration. Except as otherwise provided by law, should non-binding mediation as provided for in section 14.14 above fail to resolve any controversy or claim arising out of or relating to the calculation and determination of Royalty Payments shall be settled by arbitration in San Diego, California, in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. BY AGREEING TO ARBITRATION UNDER THIS PARAGRAPH, BOTH RYER AND PLANET UNDERSTAND THAT THEY ARE AGREEING TO HAVE ANY DISPUTE RELATING TO THE CALCULATION AND DETERMINATION OF ROYALTY PAYMENTS DECIDED BY A NEUTRAL ARBITRATOR, AND AS TO THOSE DISPUTES DECIDED BY THE NEUTRAL ARBITRATOR, THE PARTIES ARE GIVING UP THEIR RIGHT TO A JURY OR COURT TRIAL AND, IN ADDITION, THE PARTIES WAIVE ANY RIGHT TO SEEK PUNITIVE DAMAGES. ANY OTHER ACTION, OTHER THAN ONE FOR CALCULATION OF THE ROYALTY PAYMENTS, ON A CLAIM ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE DETERMINED IN STATE OR FEDERAL COURT WITHIN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA. [Signature Page Follows] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above. PLANET: PLANET POLYMER TECHNOLOGIES, INC., a California corporation By:_____________________________ Its: _____________________________ RYER: RYER ENTERPRISES LLC, a Nevada limited liability company By: _____________________________ Jay Gilbert, Manager EX-10.44 4 a92412exv10w44.txt EXHIBIT 10.44 Exhibit 10.44 SECURED PROMISSORY NOTE $301,000.00 San Diego, California Date: May 1, 2003 FOR VALUE RECEIVED, the undersigned Ryer Enterprises, LLC, a Nevada limited liability company ("Debtor"), promises to pay to the order of Planet Polymer Technologies, Inc., a California corporation ("Holder"), at its office in San Diego, California, or at such other place as may be designated in writing by Holder, the principal sum of Three Hundred One Thousand Dollars ($301,000.00), with no interest thereon (except as stated herein). All sums owing hereunder are payable in lawful money of the United States of America. Any capitalized term not defined herein shall assume the meaning stated in the Security Agreement between Debtor and Holder dated of even date herewith ("Security Agreement"). While no interest shall accrue on this Note (except as stated herein) from the date set forth above (the "Commencement Date"), each party hereto shall account for and report on its tax filing to the Internal Revenue Service imputed interest (at the rate of seven percent (7%) per annum), if any, required under applicable tax laws with regards to this Note. The outstanding principal balance of this Note ("Principal"), shall be due and payable in the following installments (each a "Principal Payment"): (a) Twenty Five Thousand Dollars ($25,000.00) on or before May 1, 2003, and (b) Eleven Thousand Five Hundred Dollars ($11,500.00) on or before the first day of each and every month for the period beginning June 1, 2003 through May, 31, 2005, for a period of twenty-four (24) months (the "Period"). If any Monthly Principal Payment hereunder is not paid on or before the fifth calendar day of the month in which it becomes due, Debtor shall pay, at Holder's option, a late or collection charge equal to ten percent (10%) of the amount of such unpaid Monthly Principal Payment. As a consequence of any Default or Event of Default under this Note or the Security Agreement, interest shall accrue at the rate of ten percent (10%) per year (based upon a 360-day year) on the outstanding Principal until such Default or Event of Default is cured. At any time during the Period and so long as Ryer is not in default on any payment due Planet, Ryer has the option to pre-pay the remaining balance on the Purchase Price in full (the "Balance Pre-Payment") by paying to Planet the net present value of the remaining unpaid monthly payments determined using a discount rate equal to the then current yield on Two Year U.S. Treasury Bills ("T-Bill Rate"). The T-Bill rate shall be that rate published in the Wall Street Journal on the third business day preceding the date the Balance Pre-Payment delivered to Planet. This Note is secured by, among other things, the Security Agreement pledging as collateral Debtor's entire interest in the Collateral described therein. If: (a) Debtor fails to pay when due any sums payable hereunder; or (b) a Default occurs under the Security Agreement or under any obligation secured thereby; or (c) the property covered by the Security Agreement or any portion thereof or interest therein, is sold, transferred, mortgaged, assigned, or encumbered, whether voluntarily or involuntarily or by operation of law or otherwise, other than as expressly permitted by Holder in writing; THEN Holder may, at its sole option, declare all sums owing under this Note immediately due and payable; provided, however, that if any document related to this Note provides for automatic acceleration of payment of sums owing hereunder, all sums owing hereunder shall be automatically due and payable in accordance with the terms of that document. If any attorney is engaged by Holder to enforce or construe any provision of this Note or the Security Agreement or as a consequence of any Default or Event of Default under this Note or the Security Agreement, with or without the filing of any legal action or proceeding, then Debtor shall immediately pay on demand all attorneys' fees and all other costs incurred by Holder, together with interest thereon from the date of such demand until paid at the interest rate of ten percent (10%) per year, applied to the Principal hereunder as if such unpaid attorneys' fees and costs had been added to the Principal. No previous waiver and no failure or delay by Holder in acting with respect to the terms of this Note or the Security Agreement shall constitute a waiver of any breach, default, or failure of condition under this Note, the Security Agreement or the obligations secured thereby. A waiver of any term of this Note, any of the Security Agreement or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver. In the event of any inconsistencies between the terms of this Note and the terms of any other document related to the loan evidenced by this Note, the terms of this Note shall prevail. Debtor hereby waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of acceleration, notice of protest and nonpayment, notice of costs, expenses or losses and interest thereon, notice of late charges, and diligence in taking any action to collect any sums owing under this Note or in proceeding against any of the rights or interests in or to properties securing payment of this Note. Time is of the essence with respect to every provision hereof. This Note shall be construed and enforced in accordance with the laws of the State of California, except to the extent that Federal laws preempt the laws of the State of California, and all persons and entities in any manner obligated under this Note consent to the jurisdiction of any Federal or State Court within the State of California, County of San Diego, having proper venue and also consent to service of process by any means authorized by California or Federal law. DEBTOR: Ryer Industries, LLC, a Nevada limited liability company By:___________________________________ Its: _________________________________ 08/04/2003 Page 1 Compound Period................ : Monthly Nominal Annual Rate............ : 7.000% Effective Annual Rate.......... : 7.229% Periodic Rate.................. : 0.5833% Daily Rate..................... : 0.01918% CASH FLOW DATA

Event Start Date Amount Number Period End Date - -------------------------------------------------------------------------------- 1 Loan 05/01/2003 256,853.64 1 2 Payment 06/01/2003 11,500.00 24 Monthly 05/01/2005

AMORTIZATION SCHEDULE - Normal Amortization

Date Payment Interest Principal Balance - --------------------------------------------------------------------------- Loan 05/01/2003 256,853.64 1 06/01/2003 11,500.00 1,498.31 10,001.69 246,851.95 2 07/01/2003 11,500.00 1,439.97 10,060.03 236,791.92 3 08/01/2003 11,500.00 1,381.29 10,118.71 226,673.21 4 09/01/2003 11,500.00 1,322.26 10,177.74 216,495.47 5 10/01/2003 11,500.00 1,262.89 10,237.11 206,258.36 6 11/01/2003 11,500.00 1,203.17 10,296.83 195,961.53 7 12/01/2003 11,500.00 1,143.11 10,356.89 185,604.64 2003 Totals 80,500.00 9,251.00 71,249.00 8 01/01/2004 11,500.00 1,082.69 10,417.31 175,187.33 9 02/01/2004 11,500.00 1,021.93 10,478.07 164,709.26 10 03/01/2004 11,500.00 960.80 10,539.20 154,170.06 11 04/01/2004 11,500.00 899.33 10,600.67 143,569.39 12 05/01/2004 11,500.00 837.49 10,662.51 132,906.88 13 06/01/2004 11,500.00 775.29 10,724.71 122,182.17 14 07/01/2004 11,500.00 712.73 10,787.27 111,394.90 15 08/01/2004 11,500.00 649.80 10,850.20 100,544.70 16 09/01/2004 11,500.00 586.51 10,913.49 89,631.21 17 10/01/2004 11,500.00 522.85 10,977.15 78,654.06 18 11/01/2004 11,500.00 458.82 11,041.18 67,612.88 19 12/01/2004 11,500.00 394.41 11,105.59 56,507.29 2004 Totals 138,000.00 8,902.65 129,097.35 20 01/01/2005 11,500.00 329.63 11,170.37 45,336.92 21 02/01/2005 11,500.00 264.47 11,235.53 34,101.39 22 03/01/2005 11,500.00 198.92 11,301.08 22,800.31 23 04/01/2005 11,500.00 133.00 11,367.00 11,433.31 24 05/01/2005 11,500.00 66.69 11,433.31 0.00 2005 Totals 57,500.00 992.71 56,507.29 Grand Totals 276,000.00 19,146.36 256,853.64

EX-31.1 5 a92412exv31w1.txt EXHIBIT 31.1 Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, H. M. Busby, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Planet Polymer Technologies, Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on my evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: August 14, 2003 /s/ H. M. Busby ___________________________ H. M. Busby Chief Executive Officer and Chief Financial Officer EX-32.1 6 a92412exv32w1.txt EXHIBIT 32.1 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Planet Polymer Technologies, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, H. M. Busby, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 14, 2003 /s/ H. M. Busby ___________________________ H. M. Busby Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.43

                                                                   Exhibit 10.43

                      PURCHASE, SALE AND LICENSE AGREEMENT

                  THIS PURCHASE, SALE AND LICENSE AGREEMENT ("Agreement") is
entered into as of May 1, 2003 by and among PLANET POLYMER TECHNOLOGIES, INC., a
California corporation ("Planet"), and RYER ENTERPRISES LLC, a Nevada limited
liability company ("Ryer"), with reference to the following facts:

         A.       Planet is engaged in the business of developing and licensing
unique hydrosoluble polymer and biodegradable materials with broad applications
in the fields of agriculture and industrial manufacturing and other related
business activities; and

         B.       Planet desires to sell to Ryer, and Ryer desires to purchase
from Planet, all of Planet's Equipment (as hereinafter defined) and the AQUAMIM
Relationships (as hereinafter defined) relating to Planet's metal injection
molding feedstock business (the "Business"), which are described in more detail
in Section 1 below; and

         C.       Planet desires to license to Ryer and Ryer desires to acquire
an exclusive worldwide license from Planet to use and commercially exploit all
rights to the Intellectual Property (as hereinafter defined), which is described
in more detail in Section 3 below. It is anticipated that, as provided in
Section 3.5 below, the Intellectual Property will automatically become the
property of Ryer, without additional payment therefor, upon the expiration of
the Term (as hereinafter defined), provided that Ryer makes all of the payments
due to Planet under this Agreement.

                  NOW, THEREFORE, IN CONSIDERATION OF the foregoing facts and
the mutual promises set forth below, the parties agree as follows:

         1.       Purchase and Sale of Assets. Subject to the terms and
conditions set forth in this Agreement, Planet hereby agrees to sell to Ryer,
and Ryer hereby agrees to purchase from Planet: (a) all of Planet's Equipment (
the "Equipment") relating to the Business, which Equipment is set forth in more
detail in Exhibit "A," attached hereto and incorporated by reference; and (b)
all right, title and interest of Planet in all existing business relationships,
development projects, business development programs, existing orders and
contracts relating to the AQUAMIM Technology, if any (collectively, the "AQUAMIM
Relationships"). The Equipment and the AQUAMIM Relationships are collectively
referred to as the "Assets".

         2.       Purchase Price for the Assets. The purchase price (the
"Purchase Price") for the Assets shall consist of the following consideration:

                  2.1      Cash. Ryer shall pay Planet Three Hundred One
Thousand Dollars ($301,000.00), payable in the following installments (each a
"Principal Payment"): (a) Twenty Five Thousand Dollars ($25,000.00) on or before
May 1, 2003, and (b) Eleven Thousand Five Hundred Dollars ($11,500.00) on or
before the first day of each and every month for the period beginning June 1,
2003 through May, 31, 2005, for a period of twenty-four (24) months (the
"Period"), as set forth in more detail in the Secured Promissory Note attached
hereto as Exhibit



"C" and incorporated by reference. Ryer reserves the right to pre-pay the
balance remaining on the Purchase Price and receive the benefit of the Balance
Pre-Payment Incentive as defined in Section 2.2 below.

                  2.2      Balance Pre-Payment Incentive. At any time during the
Period and so long as Ryer is not in default on any payment due Planet under
this Agreement, Ryer has the option to pre-pay the remaining balance on the
Purchase Price in full (the "Balance Pre-Payment") by paying to Planet the
discounted net present value of the remaining unpaid monthly payments determined
using a discount rate equal to the then current yield on Two Year U.S. Treasury
Bills ("T-Bill Rate"). The T-Bill rate shall be that rate published in the Wall
Street Journal on the third business day preceding the date the Balance
Pre-Payment is delivered to Planet.

                  2.3      Principal Payment Due Date. If any Monthly Principal
Payment hereunder is not paid on or before the fifth calendar day of the month
in which it becomes due, Ryer shall pay, at Planet's option, a late or
collection charge equal to ten percent (10%) of the amount of such unpaid
Monthly Principal Payment. In the event that any default under this Section 2.3
continues for more than thirty (30) days, interest shall accrue at the rate of
ten percent (10%) per year (based upon a 360-day year) on the entire outstanding
principal amount until such default is cured.

                  2.4      No Assumption of Planet Obligations. Buyer shall
assume no liability, claim or obligation (contingent or otherwise) of Planet
(the "Retained Obligations"), including without limitation the following:

                           (a)      Accounts payable, product warranty
obligations and customer deposits.

                           (b)      Any amount due and payable prior to or on
account of the period preceding the Closing Date, or any liabilities, claims or
obligations arising out of, or attributable to events, circumstances, acts or
omissions occurring prior to the Closing Date (even if asserted after the
Closing Date).

                           (c)      Any liabilities arising out of or in
connection with any employment agreement, executive compensation agreement, or
any bonus, pension, benefit, welfare, vacation, sick pay, severance, retirement,
disability, insurance, collective bargaining, deferred compensation or other
employee benefit plan or labor agreement relating to Planet employees, whether
oral or written, or any liabilities arising out of or in connection with the
termination of employment of any Planet employee.

                           (d)      Any Federal, state or local income, sales,
property, real estate or other taxes or imposts payable by Planet.

                  2.5      The Purchase Price shall be allocated to the
Equipment as set forth on Exhibit "A" attached hereto and incorporated by this
reference, and to the other assets being transferred to Ryer as provided
elsewhere in this Agreement. Seventy-Five Thousand Dollars ($75,000) of the
Purchase Price shall be allocated to the AQUAMIM Relationships and general



intangibles. Each of the parties shall report this transaction for tax purposes
in accordance with such allocations.

         3.       License of Patents and Trademarks and Other Intellectual
Property. Subject to the terms and conditions of this Agreement, including the
payment of royalties to Planet as provided in this Agreement, Planet hereby
grants to Ryer an exclusive, worldwide license (the "License") to use any and
all of the patents and trademarks described on Exhibit "B" attached hereto and
incorporated by reference (the "Patents and Trademarks") and any and all other
existing intellectual property relating to Planet's AQUAMIM Metal Injection
Molding ("MIM") technology (collectively, the "AQUAMIM Technology") and any
other formulas, processes and other information and trade secrets related to the
Business (collectively the "Intellectual Property") and to develop, have
developed, make, have made, use, offer to sell and sell products using any or
all of the Intellectual Property. The License includes the right to grant
sublicenses to third parties to use some or all of the Intellectual Property to
make, use or sell products, subject to the payment of royalties to Planet as if
any such use or sale were by Ryer directly (however, Planet shall never be
entitled to receive more than one royalty for any product sold). Ryer shall
notify any sub-licensees under this section of all rights and obligations of
Ryer under this Agreement that are sublicensed to such sub-licensee, and Ryer
shall notify Planet within 30 days after the grant of any sublicense under this
section, including the name and address of any such sublicensee. Except as
expressly provided in this Agreement, the License is perpetual and irrevocable.
The License may be terminated by Planet, by written notice to Ryer, in the event
that Ryer fails to make any payment due to Planet under this Agreement and such
failure is not cured within thirty (30) days after written notice thereof is
given by Planet to Ryer; provided, however, that if there is a bona fide dispute
between the parties as to the amount of any payment due to Planet, the License
may not be terminated by Planet until and unless such payment has not been made
within thirty (30) days after the final resolution of such dispute.

                  3.1      Royalties. During the eight-year period beginning on
May 1, 2003 and ending on April 30, 2011 (the "Term"), Ryer shall pay to Planet
royalties based upon sales by Ryer to third parties during the Term of Feedstock
(as hereinafter defined) and MIM products manufactured by Ryer using any
Feedstock ("Feedstock Products"). The amount of the royalties will be determined
by the formulas set forth in this Section 3.1. The applicable formula will be
determined by: (a) whether the Feedstock is based upon Planet's water-soluble
binder system ("Water-Soluble Feedstock") or is a tungsten-carbide Feedstock
made using the AQUAMIM Technology ("Carbide Feedstock"); and (b) whether the
Feedstock is sold to a third party or used by Ryer to make a Feedstock Product
that is sold to a third party. As used herein, the term "Feedstock" shall mean a
mixture of one or more metal powders and one or more binders that is used in MIM
to make a sintered metal product and that is either a Water-Soluble Feedstock or
a Carbide Feedstock.

                           3.1.1    Royalty on Feedstock Sold to a Third Party.
The royalty on any Water-Soluble Feedstock or Carbide Feedstock sold to a third
party shall be computed by multiplying the total price of such Feedstock
(excluding taxes, shipping and handling, and similar charges) by six percent
(6%). Such total price and the Shipped Weight (as that term is hereinafter
defined) of the Feedstock sold to a third party shall be evidenced by Ryer's
invoice to such third party.



                           3.1.2    Royalty on Feedstock Used by Ryer. The
royalty on any Water-Soluble Feedstock or Carbide Feedstock used by Ryer to make
a Feedstock Product shall be computed by dividing the Shipped Weight (as that
term is hereinafter defined) of such Feedstock Product by ninety-four percent
(94%), and then multiplying such quotient by the Royalty Per Pound (as
hereinafter defined) of the Feedstock used to make such Feedstock Product. The
parties acknowledge that approximately six percent (6%) of the weight of a
Feedstock is comprised of the weight of the binders, which are removed during
the debinding and sintering processes of MIM. Accordingly, the parties agree
that dividing the Shipped Weight of a Feedstock Product by 94% (i.e. by 0.94)
will yield the approximate weight of the Feedstock incorporated into such
Feedstock Product. For example, if the Shipped Weight of a Feedstock Product is
94 grams, then the weight of the Feedstock incorporated into such Product is
approximately 100 grams [94 / 0.94 = 100], comprised of 94 grams of metal
powders and 6 grams of binders.

                           3.1.3    Royalty Per Pound. Since Feedstock used by
Ryer to make Feedstock Products will not be sold to a third party, the parties
have agreed to determine a Royalty Per Pound for each Feedstock, which will be
used in computing the royalty due to Planet on Feedstock incorporated by Ryer
into Feedstock Products. The parties acknowledge that: (a) the cost to produce a
Feedstock is affected by the cost of the metal powders, the cost of the binders
and the cost of mixing the metal powders and binders to form the Feedstock; (b)
the current cost of mixing is approximately One Dollar ($1.00) per pound of
Feedstock for each time the Feedstock must be mixed (e.g. the cost of mixing for
a single-mixed Feedstock is $1.00 per pound of Feedstock and such cost for a
triple-mixed Feedstock is $3.00 per pound of Feedstock); (c) the cost of metal
powders and, to a lesser extent, binders will vary (sometimes substantially)
from time to time as market conditions change; and (d) in setting the selling
price for any Feedstock, Planet would customarily mark up the total cost of such
powders, binders and mixing by fifty percent (50%) for its gross profit.
Accordingly, the parties have agreed that the Royalty Per Pound for each
Feedstock will be adjusted periodically to reflect changes in such costs, as
more particularly hereinafter provided. The Royalty Per Pound for any Feedstock
at any given time shall be computed by multiplying the then cost per pound of
such Feedstock by one and one-half (1.5) and then multiplying such product (the
"Internal Price") by either six percent (6%) for Water-Soluble Feedstocks or ten
percent (10%) for Carbide Feedstocks. The current Royalty Per Pound for each of
certain Feedstocks that Ryer anticipates it may use to make Feedstock Products,
based on the current Internal Price of such Feedstock, is set forth on Exhibit
"G" attached hereto and incorporated by reference. The Royalty Per Pound for
each Feedstock shall be adjusted annually, on the last business day of each
April, based on the then total costs of producing such Feedstock. The costs of
metal powders shall be based upon the average cost of the metal powders
purchased by Ryer over the 30-day period directly preceding the last business
day of each April, as evidenced by invoices for such purchases. Should Ryer not
purchase any metal powders in the preceding 30-day period, the price will be
determined upon the metal powder prices reported on the last business day of
April by a mutually agreeable third party supplier of the metal powder. For
simplicity, the cost of the binders and the mixing shall be assumed to be $1.00
per pound of Feedstock for the binders and $1.00 per pound of Feedstock for each
time that a Feedstock must be mixed (e.g. $3.00 per pound of Feedstock for a
triple-mixed Feedstock). Said assumed costs shall be adjusted equitably if Ryer
can demonstrate



materially lower total costs for those two items. For example, if, on April 30,
2004, the cost of the metal powders used to make Tungsten Carbide (15%) Carbide
Feedstock has increased by $2.00 per pound (to $10.00 per pound) of Feedstock
then the Royalty Per Pound for such Carbide Feedstock will become $2.10 per
pound [($10.00+$1.00+$3.00) x 1.5 x 10% = $2.10]. If, on April 30, 2004, the
cost of the metal powders used to make Tungsten Carbide (15%) Carbide Feedstock
has decreased by $2.00 per pound (to $6.00 per pound) of Feedstock, and if Ryer
has determined to double-mix the Feedstock (instead of triple-mixing it), then
the Royalty Per Pound for such Carbide Feedstock will become $1.35 per pound
[($6.00+$1.00+$2.00) x 1.5 x 10% = $1.35]. The Royalty Per Pound for any
Feedstock shall also be adjusted at such other times as there is a Material
Change in the cost of the metal powders. A Material Change is one that results
in a Twenty Five Percent (25%) or greater increase or decrease in the cost of
the metal powders.

                           3.1.4    Shipped Weight. The Shipped Weight of any
Feedstock Product shall be determined in the following manner. If fewer than
four of any identical item are shipped, the Ryer employee responsible for
shipping such items (the "Shipping Clerk") shall weigh each item and shall
determine the average weight of such items, which average weight and the total
weight of all such items (determined by multiplying the average weight by the
number of pieces of such item) shall be noted on the shipping manifest. If more
than three of any identical item are shipped, the Shipping Clerk shall weigh
three representative samples of such item and determine the average weight of
such items, which average weight and the total weight of all such items
(determined by multiplying the average weight by the number of pieces) shall be
noted on the shipping manifest. Alternatively, if a container contains only
identical Feedstock Products or Feedstock, the Shipping Clerk may determine the
total weight of the contents (exclusive of the weight of any packaging
material), which total weight shall be noted on the shipping manifest. The total
Shipped Weight of the various Feedstocks and Feedstock Products shipped, and the
Feedstock used to make each such Feedstock Product, shall be indicated on the
invoices to the purchasers of such items.

                           3.1.5    Computation and Payment of Royalties.
Royalties due from Ryer to Planet under this Section 3.1 shall be computed on
the total Shipped Weight of the various Feedstocks and Feedstock Products
shipped during each calendar month of the Term. The royalties due to Planet for
each calendar month (the "Royalty Payments"), computed in accordance with the
provisions of this Section 3.1, shall be paid by Ryer to Planet prior to the
expiration of forty-five (45) days after the end of such calendar month. The
obligation to make the Royalty Payments shall survive the expiration of the Term
and the termination of this Agreement. Ryer shall submit to Planet, with each
remittance, Ryer's computation of the Royalty Payment then due, together with
copies of shipping manifests and invoices to support such computation.

                  3.2      Royalty Payment Due Date. If any Royalty Payment, as
defined in Section 3.1 above, is not paid on or before the fifth calendar day
after it is due, Ryer shall pay, at Planet's option, a late or collection charge
equal to ten percent (10%) of the amount of such unpaid Monthly Principal
Payment. In the event that any default under this Section 3.2 continues for more
than thirty (30) days, interest shall accrue at the rate of ten percent (10%)
per year (based upon a 360-day year) on the unpaid amount until such default is
cured.



                  3.3      Enforcement of Patents and Trademarks During the
                           Term.

                           3.3.1    Notice of Potential Infringement. Each party
(the "Notifying Party") shall promptly notify the other party of any
infringement or potential infringement of any of the Patents or Trademarks or
any use or disclosure of any trade secret comprising part of the Intellectual
Property (the "Affected Intellectual Property") of which the Notifying Party
becomes aware.

                           3.3.2    Planet Option to Prosecute. Planet shall
have the first option and right to commence and prosecute litigation or other
proceedings to enforce any and all rights under the Intellectual Property. If
Planet commences any such litigation or proceedings, Planet shall, unless Planet
provides adequate notice, within any applicable statute of limitations, to Ryer
of Planet's intent to discontinue to prosecute such litigation or other
proceedings, diligently prosecute the same to final judgment or settlement;
provided, however, that Planet shall not settle any such matter without the
prior written approval of Ryer, which may be granted, withheld or conditioned in
Ryer's sole and absolute discretion.

                           3.3.3    Ryer Option to Prosecute. In the event that,
within ninety (90) days after the first to occur of: (a) Planet becomes aware of
an infringement or potential infringement of any Affected Intellectual Property;
or (b) Ryer notifies Planet of such an infringement or potential infringement;
Planet determines not to commence litigation or other proceedings to enforce
and/or protect the Affected Intellectual Property Planet shall notify Ryer in
writing of any such determination prior to the expiration of such 90-day period
and, if Planet fails to so notify Ryer, Planet shall be deemed to have
determined not to commence such litigation or other proceedings, then upon
expiration of such period or upon any such refusal, Ryer may commence and
prosecute litigation or other proceedings to enforce and/or protect the Affected
Intellectual Property. Planet shall cooperate with Ryer, as necessary, to enable
Ryer to prosecute such litigation or other proceedings. If acting to prevent the
running of any applicable statute of limitations, and after having provided
written notice to Planet of Ryer's intent to commence litigation and or other
proceedings, Ryer may commence said action prior to the running of the 90-day
period.

                           3.3.4    Recoveries. All recoveries resulting from
any such litigation or other proceedings shall be for the benefit of the party
that bore the expense of prosecuting the litigation or other proceeding until
all such expenses have been recovered and thereafter shall be allocated to
Planet to provide for recovery of its lost royalty interest and to Ryer to
provide for recovery of its lost profits.

                  3.4      Infringement Actions.

                           3.4.1    Notice. If at any time before termination of
this Agreement a claim is made or an action is brought against Ryer by a third
party alleging intellectual property or trade secret infringement attributable
to Ryer's use of the Intellectual Property, Ryer shall promptly inform Planet,
and Planet and Ryer shall confer together to find the best means of avoiding
infringement of such third party's intellectual property or of defending such
claims or



action. Notwithstanding the foregoing, Ryer shall have no obligation to take or
refrain from taking any action to avoid any such infringement that would involve
any material change to any part of Ryer's production process or the cost to Ryer
of such process unless arrangements reasonably satisfactory to Ryer are made for
the payment by Planet of all costs of such change and all additional costs of
such process.

                           3.4.2    Indemnification. Planet shall, at its own
expense, defend and indemnify Ryer from and against any claim, demand,
liability, loss, cost, damage or expense (including attorney's fees and
disbursements but excluding those attorney's fees incurred by Ryer should Ryer
choose to retain separate outside counsel) incurred in connection with or
resulting from the alleged infringement of a third party's patent or other
propriety rights by reason of the use of the Intellectual Property in accordance
with this Agreement. Planet shall obtain written approval from Ryer as to
counsel selected to defend against any infringement claim or action. Approval of
said counsel will not be unreasonably withheld by Ryer.

                           3.4.3    Right of Setoff. If in the reasonable
judgment of Ryer (which judgment shall be exercised in good faith), Planet shall
be indebted to Ryer under this Agreement, including under Section 3.4, Ryer
shall have the right to setoff such indebtedness against any amount Ryer then or
in the future may owe to Planet, including without limitation amounts under the
promissory note delivered to Planet at Closing and any royalties owed under
Section 3.1, above.

                  3.5      Transfer of Intellectual Property Upon Expiration of
the Term. Provided that Ryer has paid to Planet all amounts due to Planet under
this Agreement, Planet shall transfer the Intellectual Property to Ryer upon the
expiration of the Term, without additional consideration. Prior to such
transfer: (a) Planet may not encumber, sell or otherwise transfer any of the
Intellectual Property to any party other than Ryer, and any such encumbrance,
sale or transfer shall be null and void; (b) Planet shall not disclose any of
the Intellectual Property that is not in the public domain as of the date of
this Agreement; (c) Planet shall, at its own expense, keep the Intellectual
Property in full force and effect, and shall timely file all necessary
extensions and other documents; and (d) if, at any time, Planet desires to
abandon any Intellectual Property, Planet shall notify Ryer thereof and shall,
at Ryer's request, transfer such Intellectual Property to Ryer.

         4.       Closing Date. The closing shall take place concurrently with
execution of this Agreement.

         5.       Conditions Precedent to the Closing by Ryer. The obligations
of Ryer to consummate this Agreement are subject to the fulfillment, at or prior
to the Closing Date of the conditions set forth below, unless waived by Ryer in
a writing delivered to Planet:

                  5.1      Representations and Warranties. The representations
and warranties of Planet shall be true and correct in all material respects as
of the Closing Date as though made on that date and Planet shall have performed
or complied with all of its covenants, terms and conditions to be performed
prior to Closing Date.



                  5.2      Absence of Litigation. Prior to or at the Closing
Date, no litigation, investigation, inquiry or proceeding shall be pending or
threatened (i) to enjoin or prevent the consummation of the transactions
contemplated by this Agreement or to obtain damages or other relief by reason of
such consummation; (ii) involving any of the Assets of Planet; (iii) involving
any contractual relationship pertaining to the acquisition by Ryer of the
Assets, (iv) involving the Intellectual Property, or (v) involving any
contractual relationship pertaining to the acquisition by Ryer of the
Intellectual Property, the results of which could prevent, materially delay or
make illegal the consummation of such purchase.

                  5.3      Material Damage. Prior to the Closing Date, no
material damage, destruction, casualty or loss (whether or not covered by
insurance) and no other event or condition materially and adversely affecting
the Assets shall have occurred.

                  5.4      Authorization by Planet. The execution and delivery
of this Agreement by Planet and the performance of the transactions contemplated
herein shall have been duly authorized by Planet's Board of Directors and Ryer
shall have received copies of all resolutions of the Board of Directors
pertaining to such authorization, certified by Planet's secretary.

                  5.5      Covenants and Agreements. Planet shall have performed
and complied with each and all of the covenants, agreements, terms and
conditions to be performed and complied with by Planet on or before the Closing
Date, pursuant to the provisions of this Agreement, and Planet shall so certify
in writing delivered to Ryer at the Closing Date.

                  5.6      Physical Inventory. On or before the Closing Date,
Ryer shall have conducted a physical inventory of all Equipment as held by
Planet as of the Closing Date and shall be satisfied that such Equipment is one
hundred percent (100%) owned by Planet and is in working order, and that such
Equipment fully complies with the representations and warranties set forth
herein with respect to such Equipment. Ryer acknowledges that it has received
all of the Equipment and Raw Materials from Planet.

         6.       Conditions Precedent to the Closing by Planet. The obligations
of Planet to consummate this Agreement are subject to the fulfillment, before or
on the Closing Date, of the conditions set forth below, unless waived by Planet
in a writing delivered to Ryer:

                  6.1      Representations and Warranties. The representations
and warranties of Ryer shall be true and correct in all material respects as of
the Closing Date as though made on that date and Ryer shall have performed or
complied with all of its covenants, terms and conditions to be performed prior
to the Closing Date.

                  6.2      Absence of Litigation. Prior to or at the Closing
Date, no litigation, investigation, inquiry or proceeding shall be pending or
threatened (i) to enjoin or prevent the consummation of the transactions
contemplated by this Agreement or to obtain damages or other relief by reason of
such consummation; (ii) involving any contractual relationship pertaining to the
acquisition by Ryer of the Assets, or (iii) involving any contractual
relationship pertaining to the acquisition by Ryer of the Intellectual Property,
the results of which could prevent, materially delay or make illegal the
consummation of such purchase.



                  6.3      Authorization by Ryer. The execution and delivery of
this Agreement by Ryer and the performance of the transactions contemplated
herein shall have been duly authorized by Ryer's Manager shall have received
copies of all resolutions of the Manager pertaining to such authorization,
certified by Ryer's Manager.

                  6.4      Covenants and Agreements. Ryer shall have performed
and complied with each and all of the covenants, agreements, terms and
conditions to be performed and complied with by Ryer on or before the Closing
Date, pursuant to the provisions of this Agreement, and Ryer shall so certify in
writing delivered to Planet at the Closing Date.

                  6.5      Consulting Agreement. On or before the Closing Date,
Ryer shall have duly executed and delivered the Consulting Agreement to Planet
in the form attached hereto as Exhibit "D," and incorporated by reference.

         7.       Planet's Representations and Warranties. Planet represents and
warrants to Ryer the accuracy and completeness of the matters set forth in this
Section 8 as of the date hereof and as of the Closing Date:

                  7.1      Organization and Standing. Planet is a corporation
duly organized, validly existing and in good standing under the laws of the
State of California, and has full and complete power and authority together with
all licenses, permits and certificates from agencies and public authorities as
are necessary to own its properties and to conduct its business where such
properties are now owned and such business is now conducted, and has full power
and authority to enter into and accomplish the transactions herein contemplated,
to enter into this Agreement and to carry out the provisions hereof.

                  7.2      No Breach. The execution, delivery, performance and
compliance by Planet with this Agreement will not (with or without the giving of
notice or passage of time) result in any material breach of, constitute a
default under, or result in the imposition of any lien or encumbrance upon the
Assets or Intellectual Property pursuant to any material agreement or other
instrument to which Planet is a party or by which Planet or the Assets or
Intellectual Property are bound or affected.

                  7.3      Authorization and Binding Effect. The execution,
delivery and performance of this Agreement by Planet and the consummation of the
transactions contemplated by this Agreement have all been duly authorized by the
directors of Planet and all the corporate acts, proceedings and approvals
required of Planet, its officers and directors for all of the foregoing have
been duly taken and remain in effect. This Agreement constitutes the legal,
valid and binding obligation of Planet, enforceable against Planet in accordance
with its terms.

                  7.4      Compliance with Laws and Other Instruments. Planet
has, complied in all material respects with all laws, regulations and orders
applicable to the Assets and has all material permits and licenses required
thereby. There is no term or provision of any mortgage, indenture, contract,
agreement or instrument to which Planet is a party or by which it is bound, or



of any provision of any state or federal judgment, decree, order, statute, rule
or regulation applicable to or binding upon Planet or the Assets and/or
Intellectual Property which materially adversely affects or, so far as Planet
may now foresee, in the future is reasonably likely to materially adversely
affect, the Assets and/or Intellectual Property.

                  7.5      Proprietary Rights. Planet is not using any
trademark, trademark registration or application, service mark or trade name,
patent, patent registration or application, copyright or copyright registration
or application, the use of which is necessary or contemplated in connection with
the operation of Planet's business or in connection with the performance of any
contract to which Planet is a party, in violation of the rights of the owner
thereof.

                  7.6      Title to and Condition of Equipment. Except as set
forth in Exhibit "E," attached hereto and incorporated by reference, Planet will
have on the Closing Date good and marketable title to all of the Equipment,
subject to no liens or encumbrances, whether by mortgage, security interest,
pledge, lien, conditional sale agreement, encumbrance, charge or otherwise, and
at the Closing Date will deliver to Ryer full legal title thereto free and clear
of all liens and encumbrances. Except as specifically represented or warranted
in this Agreement, the Equipment is being sold to Ryer "as is" without any
further representation or warranty being made by Planet, express or implied.

                  7.7      Brokers or Finders. Planet has retained no broker or
finder in connection with the transactions contemplated by this Agreement.

                  7.8      Intangible Property. With regard to the Intangible
Property:

                           7.8.1    To Planet's knowledge, all of the Intangible
Property consisting of Patents is currently in compliance with formal legal
requirements (including payment of filing, examination, and maintenance fees and
proofs of working or use), are valid and enforceable, and are not subject to any
maintenance fees or taxes or actions falling due within 120 days after the
Closing Date.

                           7.8.2    None of the Intangible Property is involved
in, any interference, cancellation, reissue, reexamination, challenge,
infringement or opposition proceeding. Planet has not received any written
notice of any interference, cancellation, reissue, reexamination, challenge,
infringement or opposition proceeding regarding the Intangible Property. To
Planet's knowledge, there is no potentially interfering patent or patent
application of any third party and no such action is threatened with the respect
to any of the Intangible Property.

                           7.8.3    To Planet's knowledge, no patent is
infringed or has been challenged or threatened in any way by the Intangible
Property. To Planet's knowledge, none of the products manufactured and sold, nor
any process or know-how used, by Planet in the Business infringe or is alleged
to infringe any patent or other proprietary right of any other person. Planet
has not received any written notice that any of the products manufactured and
sold, nor any process or know-how used, by Planet in the Business infringe or is
alleged to infringe any patent or other proprietary right of any other person.



                           7.8.4    To the extent applicable, all products made,
use, or sold relating to the Business under any patents have been marked with
the proper patent notice.

                           7.8.5    To Planet's knowledge, the AQUAMIM trademark
has not been infringed or challenged or threatened in any way. To Planet's
knowledge, none of the marks used by Planet in the Business infringes or is
alleged to infringe any trade name, trademark, or service mark of any third
party. The AQUAMIM mark has been registered with the United States Patent and
Trademark Office is currently in compliance with all formal legal requirements
(including the timely post-registration filing of affidavits of use and
incontestability and renewal application), are valid and enforceable, and are
not subject to any maintenance fee or taxes or actions falling due within 120
days after the Closing Date.

                           7.8.6    If applicable, all products and materials
containing a mark bear the proper federal registration notice where permitted by
law.

                           7.8.7    With respect to each trade secret, the
documentation relating to such trade secret is current, accurate, and sufficient
in detail and content to identify and explain it and to allow its full and
proper use without reliance on the knowledge or memory of any individual.

                           7.8.8    Planet has taken all reasonable precautions
to protect the secrecy, confidentiality, and value of its trade secrets related
to the AQUAMIM Technology.

                           7.8.9    To Planet's knowledge, the trade secrets and
proprietary information related to the AQUAMIM Technology and other Intellectual
Property, including without limitation the formulations used in connection
therewith, are not part of the public knowledge or literature, and, to Planet's
knowledge, have not been used, divulged, or appropriated either for the benefit
of any person (other than Planet) or to the detriment of Planet. Planet has used
its best efforts to protect the confidentiality and non-disclosure of trade
secrets and proprietary information related to the Business. No trade secret is
subject to any adverse claim or has been challenged or threatened in any way.

                           7.8.10   All former and current employees of Planet
have executed written contracts with Planet that assign to Planet all rights to
any inventions, improvements, discoveries, or information relating to the
business of Planet. No employee of Planet has entered into any contract or
agreement that restricts or limits in any way the scope of work in which the
employee may be engaged or requires the employee to transfer, assign, or
disclose information concerning his work to anyone other than the Planet.

         8.       Ryer's Representations and Warranties. Ryer represents and
warrants to Planet the accuracy and completeness of the matters set forth in
this Section 9, as of the date hereof and as of the Closing Date:

                  8.1      Organization and Standing. Ryer is a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Nevada, and has full and complete power and authority
together with all licenses, permits and certificates from



agencies and public authorities as are necessary to own its properties and to
conduct its business where such properties are now owned and such business is
now conducted, and has full power and authority to enter into and accomplish the
transactions herein contemplated, to enter into this Agreement and to carry out
the provisions hereof.

                  8.2      Authorization and Binding Effect. The execution,
delivery and performance of this Agreement by Ryer and the consummation of the
transactions contemplated by this Agreement have been all duly authorized by the
Manager of Ryer and all the company acts, proceedings and approvals required of
Ryer, its Manager and/or Members for all of the foregoing have been duly taken
and remain in effect. This Agreement constitutes the legal, valid and binding
obligation of Ryer, enforceable against Ryer in accordance with its terms.

                  8.3      Brokers or Finders. Ryer has retained no broker or
finder in connection with the transactions contemplated by this Agreement.

                  8.4      Financial Condition of Ryer. On the Closing Date,
Ryer has unencumbered cash on hand in the approximate amount of Two Hundred
Thousand Dollars ($200,000), and approximately Two Hundred Thousand Dollars
($200,000) in equipment other than the Equipment which secures a loan in the
approximate amount of Two Hundred Thousand Dollars ($200,000). Ryer believes its
financial condition is reasonably adequate to execute its business plan.

                  8.5      Survival of Representations. The covenants,
representations and warranties made by Ryer herein, except as they may be fully
performed prior to or contemporaneously with the Closing and except that the
last sentence of Section 8.4 shall apply only as of the Closing Date, shall
remain for the Term.

         9.       Covenants of Planet. Planet covenants to Ryer as set forth
below.

                  9.1      Conduct of Business.  Planet shall:

                           (a)      until delivery to Ryer, shall maintain the
Equipment in the condition it received the Equipment and shall not, without the
prior written consent of Ryer, incur expenses in the maintenance or repair of
any Assets which could result in a lien upon or other liability against any of
the Equipment;

                           (b)      until delivery to Ryer, shall duly observe
and conform to all legal requirements applicable to such Equipment and the
business conducted in connection therewith;

                           (c)      use its best efforts to cause all of the
conditions set forth in Section 9 of this Agreement to be satisfied, and has not
and shall not undertake any course of action which would be inconsistent with
either a prompt consummation of the Closing Date or satisfaction of the
conditions of the Closing Date set forth in this Agreement; and

                           (d)      use its best efforts to preserve the
goodwill of the customers, suppliers and others having relationships with the
Business or the Assets.



                  9.2      Transfer of Raw Materials. At the Closing, Planet
shall transfer to Ryer, at Ryer's option, the raw materials as set forth in more
detail on Exhibit "F," attached hereto and incorporated by reference, "as is"
without representation or warranty of any kind, express or implied, including
without limitation any warranty as to condition or title. Forty Thousand Four
Hundred Dollars ($40,400) of the Purchase Price shall be allocated to such raw
materials.

                  9.3      Survival of Representations. The covenants,
representations and warranties made by Planet herein, except as they may be
fully performed prior to or contemporaneously with the Closing Date, shall
survive indefinitely.

         10.      Covenants of Ryer. Ryer covenants to Planet as set forth
below:

                  10.1     License. In the event that, during the Term, Ryer or
its assigns, for a period of 180 consecutive calendar days discontinues, for any
period of 180 consecutive calendar days, for any reason other than as a result
of force majeur, the business of supplying products or services to the custom
MIM feedstock marketplace, and the manufacture of Feedstock Products, the
License with respect to the Patents shall terminate.

                  10.2     Maintenance of Records. During the Term, Ryer shall
maintain current, accurate and complete books and records relating to the sales
of Feedstocks and Feedstock Products and the payment of the above-referenced
royalties to Planet, and the performance of its obligations under this
Agreement. Planet or its designee may, annually during the Term and for a period
of twenty-four (24) months thereafter, upon at least ten (10) days' advance
written notice to Ryer and during reasonable business hours, examine, inspect
and audit such books and records and any source documents pertaining thereto for
the purposes of verifying the accuracy and completeness of records, reports and
payments provided hereunder. Notwithstanding the foregoing, if Planet discovers
during the course of any such audit that royalty payments to Planet for any
six-month period are ninety-seven percent (97%) or less of the royalty payments
that should have been paid ("Material Discrepancy"), Planet may thereafter
conduct audits on a quarterly basis until there shall have been two (2)
consecutive years without a Material Discrepancy and Ryer shall pay all
reasonable costs of the audits. Planet or its designee may, during the course of
such examination, review or audit, make copies and/or extracts of books and
records relating to sales of Feedstock and Feedstock Products and royalty
payments with respect thereto and Ryer's compliance with the provisions of this
Agreement. Planet shall treat all such information reviewed during an audit as
confidential and will not disclose the same to any third party without the
written consent of Ryer.

         11.      Sales and Use Taxes. Planet and Ryer shall each pay one-half
(1/2) of all taxes arising out of the transfer of the Assets to Ryer pursuant to
this Agreement. Planet shall file all necessary reports and other documents with
the appropriate governing bodies in California in connection with the transfer
of Assets and Planet shall pay all amounts of such taxes due in connection with
the sale and transfer of the Assets. Within 15 days after Planet has provided
copies of the transfer or sales tax returns and evidence of payment, Ryer shall
reimburse Planet for one-half (1/2) of all such taxes. Ryer shall not be
responsible for any sales, use, business, occupation, withholding or similar tax
or any taxes of any kind related to the Assets or the Business for any period
prior to the Closing Date.



         12.      Confidential Information. Planet and Ryer shall maintain in
confidence all proprietary information of the other party to this Agreement
disclosed to Planet or Ryer, respectively, under this Agreement. Planet and Ryer
shall not disclose any proprietary information to any other person or use such
proprietary information for its own or any other persons' benefit other than as
permitted by this Agreement without the prior written consent of the owner of
the proprietary information. Planet and Ryer shall abide by the reasonable
confidentiality restrictions imposed by the other party from time to time for
such proprietary information.

         13.      Non-Competition and Non-Solicitation. During the Term, Planet
shall not:

                  13.1     Directly or indirectly own, manage, operate, control,
provide financing to or, engage or otherwise participate in any business,
corporation, partnership, limited liability company, association, firm, joint
venture, organization or other person or entity that is competitive with the
Business. Notwithstanding the foregoing, the ownership of securities of a public
company not in excess of one percent of any class of such securities shall not
in and of itself be considered to be in competition with the business.

                  13.2     Accept or fill any order from or contract for any
Feedstock or related services or otherwise directly or indirectly solicit,
persuade, induce, attempt to solicit, persuade or induce any Customer not to do
business with Ryer or to reduce the amount of business done with Ryer. The term
"Customer" refers to any person or entity constituting part of the AQUAMIM
Relationships and any person or entity with whom Planet has done business at any
time during the 36 months preceding the Closing Date which was related to any
product or service created or developed that uses any aspect of the AQUAMIM
Technology or other Intellectual Property. A Customer shall also include a known
customer of a Customer when the Customer is a distributor or reseller.

                  13.3     Directly or indirectly hire, employ, retain, engage,
contract or otherwise interfere with any person who was an employee of Planet
prior to the Closing Date who has entered into Ryer's employ, or induce any such
person to leave Ryer's employ.

                  13.4     Planet will be in violation of this Agreement if it
engages in any or all of the activities set forth in this Section 13 directly or
indirectly for itself or any other person or entity and whether as partner,
joint venturer, agent and/or director of any person or as an equity holder of
any person or entity in which Planet owns, directly or indirectly, any of the
outstanding equity interests (including convertible debt).



        14.      General Provisions.

                  14.1     Jurisdiction. Each party hereto hereby consents to
the exclusive jurisdiction of the state and federal courts sitting in San Diego
County, California in any action on a claim arising out of, under or in
connection with this Agreement or the transactions contemplated by this
Agreement. Each party hereto further agrees that personal jurisdiction over it
may be effected by service of process by registered or certified mail addressed
as provided in Section 14.2 of this Agreement, and that when so made shall be as
if served upon it personally within the State of California.

                  14.2     Notices. All notices, requests, consents, and other
communications required or permitted hereunder shall be in writing and shall be
personally delivered or mailed by using first-class, registered, or certified
mail, postage prepaid, to the following addresses or to such other address as
the parties hereto may designate in writing:

                  Planet:           Planet Polymer Technologies, Inc.
                                     9985 Business Park Ave
                                     San Diego, California 92131

                  with a copy to:   Blanchard, Krasner & French, P.C.
                                     800 Silverado St., 2nd Floor
                                     La Jolla, California  92037
                                     Attn: Robert W. Blanchard

                  Ryer:             Ryer Enterprises LLC
                                     42625 Rio Nedo, Unit B
                                     Temecula, California 92590
                                     Attn: Robert A. Sanford

                  with a copy to:   Jay Gilbert
                                     479 N. Main St., Suite 200
                                     Glen Ellyn, IL 60137

All such notices, requests, consents and other communications shall be deemed to
be properly given if delivered personally, via e-mail, or, if sent by mail,
three business days after the same has been deposited in mail, addressed and
postage prepaid as set forth above.

                  14.3     Counterparts. This Agreement may be executed in any
number of counterparts, in person or by facsimile, each of which when executed
by the parties hereto and delivered shall be deemed to be an original, and all
such counterparts taken together shall be deemed to be but one and the same
instrument.

                  14.4     Governing Law. This Agreement shall be governed by,
and construed and enforced in accordance with, the internal laws of the State of
California.



                  14.5     Integration and Construction. This Agreement together
with all Exhibits and Schedules referred to herein shall comprise the complete
and integrated agreement of the parties hereto and shall supersede all prior
agreements, written or oral, on the subject matter hereof. This Agreement has
been drafted with the joint participation of the parties hereto and shall be
construed to be neither against nor in favor of Planet or Ryer in accordance
with the fair meaning thereof. The parties further agree that this Agreement
will be construed to effectuate the normal and reasonable expectations of a
sophisticated buyer and Planet.

                  14.6     Waivers and Amendments. No amendment, modification,
supplement, termination or waiver of any provision of this Agreement, and no
consent to any departure therefrom, may in any event be effective unless in
writing and signed by the party or parties affected thereby, and then only in
the specific instance and for the specific purpose given.

                  14.7     Attorneys' Fees. Each party to this Agreement shall
bear its own legal fees and any and all other expenses relating to the
transactions contemplated in this Agreement. If any party institutes any
arbitration, action or proceeding to enforce this Agreement or any provision
hereof or for damages by reason of any alleged breach of this Agreement or of
any provision hereof or for a declaration of rights hereunder, then the
prevailing party in any such arbitration, action or proceeding shall be entitled
to receive from the other party all costs and expenses, including reasonable
attorneys' fees, incurred by the prevailing party in connection with such action
or proceeding.

                  14.8     Headings. The headings of this Agreement are for
convenience of reference only and shall not affect the construction of any
provision of this Agreement.

                  14.9     Exhibits and Schedules. Each Exhibit and Schedule
referred to herein and attached hereto is an integral part of this Agreement and
is incorporated herein by this reference.



                  14.10    Successors and Assigns. This Agreement and the
provisions hereof shall be binding upon and inure to the benefit of each of the
parties and their successors and assigns.

                  14.11    Opportunity to Consult Counsel. Each party hereto
acknowledges that it has had a sufficient opportunity to consult independent
legal counsel and independent accountants concerning the provisions of this
Agreement and entered into this Agreement intending to be legally bound. The
parties hereto are relying solely upon the advice of their own independent
counsel and accountants and are not relying in any manner or way on the advice
or counsel of the other party's counsel, accountants, or other advisors.

                  14.12    Time is of the Essence. All dates and times in this
Agreement are of the essence.

                  14.13    Severability. If any provision of this Agreement or
the application of such provision to any person or circumstance shall be held
invalid, the remainder of this Agreement or the application of such provision to
persons or circumstances other than those to which it is held invalid shall not
be affected thereby.

                  14.14    Non-Binding Mediation. Except as otherwise provided
by law, Planet and Ryer agree any controversy or claim arising out of or
relating to the calculation and determination of Royalty Payments shall be
brought to non-binding mediation before a mutually agreeable mediator in San
Diego, California. Should any dispute arising out of the calculation and
determination of Royalty Payments fail to be resolved through non-binding
mediation, then the terms of Section 14.15 shall take effect.

                  14.15    Binding Arbitration. Except as otherwise provided by
law, should non-binding mediation as provided for in section 14.14 above fail to
resolve any controversy or claim arising out of or relating to the calculation
and determination of Royalty Payments shall be settled by arbitration in San
Diego, California, in accordance with the Rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. BY AGREEING TO ARBITRATION
UNDER THIS PARAGRAPH, BOTH RYER AND PLANET UNDERSTAND THAT THEY ARE AGREEING TO
HAVE ANY DISPUTE RELATING TO THE CALCULATION AND DETERMINATION OF ROYALTY
PAYMENTS DECIDED BY A NEUTRAL ARBITRATOR, AND AS TO THOSE DISPUTES DECIDED BY
THE NEUTRAL ARBITRATOR, THE PARTIES ARE GIVING UP THEIR RIGHT TO A JURY OR COURT
TRIAL AND, IN ADDITION, THE PARTIES WAIVE ANY RIGHT TO SEEK PUNITIVE DAMAGES.
ANY OTHER ACTION, OTHER THAN ONE FOR CALCULATION OF THE ROYALTY PAYMENTS, ON A
CLAIM ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE DETERMINED IN STATE OR
FEDERAL COURT WITHIN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA.

                            [Signature Page Follows]



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first set forth above.

                              PLANET:

                              PLANET POLYMER TECHNOLOGIES, INC., a
                              California corporation

                              By:_____________________________

                              Its: _____________________________

                              RYER:

                              RYER ENTERPRISES LLC, a Nevada limited liability
                              company

                              By: _____________________________
                                       Jay Gilbert, Manager

EX-10.44

                                                                   Exhibit 10.44

                             SECURED PROMISSORY NOTE

$301,000.00                                                San Diego, California

                                                               Date: May 1, 2003

                  FOR VALUE RECEIVED, the undersigned Ryer Enterprises, LLC, a
Nevada limited liability company ("Debtor"), promises to pay to the order of
Planet Polymer Technologies, Inc., a California corporation ("Holder"), at its
office in San Diego, California, or at such other place as may be designated in
writing by Holder, the principal sum of Three Hundred One Thousand Dollars
($301,000.00), with no interest thereon (except as stated herein). All sums
owing hereunder are payable in lawful money of the United States of America. Any
capitalized term not defined herein shall assume the meaning stated in the
Security Agreement between Debtor and Holder dated of even date herewith
("Security Agreement").

                  While no interest shall accrue on this Note (except as stated
herein) from the date set forth above (the "Commencement Date"), each party
hereto shall account for and report on its tax filing to the Internal Revenue
Service imputed interest (at the rate of seven percent (7%) per annum), if any,
required under applicable tax laws with regards to this Note.

                  The outstanding principal balance of this Note ("Principal"),
shall be due and payable in the following installments (each a "Principal
Payment"): (a) Twenty Five Thousand Dollars ($25,000.00) on or before May 1,
2003, and (b) Eleven Thousand Five Hundred Dollars ($11,500.00) on or before the
first day of each and every month for the period beginning June 1, 2003 through
May, 31, 2005, for a period of twenty-four (24) months (the "Period"). If any
Monthly Principal Payment hereunder is not paid on or before the fifth calendar
day of the month in which it becomes due, Debtor shall pay, at Holder's option,
a late or collection charge equal to ten percent (10%) of the amount of such
unpaid Monthly Principal Payment. As a consequence of any Default or Event of
Default under this Note or the Security Agreement, interest shall accrue at the
rate of ten percent (10%) per year (based upon a 360-day year) on the
outstanding Principal until such Default or Event of Default is cured.

                  At any time during the Period and so long as Ryer is not in
default on any payment due Planet, Ryer has the option to pre-pay the remaining
balance on the Purchase Price in full (the "Balance Pre-Payment") by paying to
Planet the net present value of the remaining unpaid monthly payments determined
using a discount rate equal to the then current yield on Two Year U.S. Treasury
Bills ("T-Bill Rate"). The T-Bill rate shall be that rate published in the Wall
Street Journal on the third business day preceding the date the Balance
Pre-Payment delivered to Planet.

                  This Note is secured by, among other things, the Security
Agreement pledging as collateral Debtor's entire interest in the Collateral
described therein.

                  If: (a) Debtor fails to pay when due any sums payable
hereunder; or (b) a Default occurs under the Security Agreement or under any
obligation secured thereby; or (c) the property covered by the Security
Agreement or any portion thereof or interest therein, is sold, transferred,
mortgaged, assigned, or encumbered, whether voluntarily or involuntarily or by
operation of law or otherwise, other than as expressly permitted by Holder in
writing; THEN Holder may, at its



sole option, declare all sums owing under this Note immediately due and payable;
provided, however, that if any document related to this Note provides for
automatic acceleration of payment of sums owing hereunder, all sums owing
hereunder shall be automatically due and payable in accordance with the terms of
that document.

                  If any attorney is engaged by Holder to enforce or construe
any provision of this Note or the Security Agreement or as a consequence of any
Default or Event of Default under this Note or the Security Agreement, with or
without the filing of any legal action or proceeding, then Debtor shall
immediately pay on demand all attorneys' fees and all other costs incurred by
Holder, together with interest thereon from the date of such demand until paid
at the interest rate of ten percent (10%) per year, applied to the Principal
hereunder as if such unpaid attorneys' fees and costs had been added to the
Principal.

                  No previous waiver and no failure or delay by Holder in acting
with respect to the terms of this Note or the Security Agreement shall
constitute a waiver of any breach, default, or failure of condition under this
Note, the Security Agreement or the obligations secured thereby. A waiver of any
term of this Note, any of the Security Agreement or of any of the obligations
secured thereby must be made in writing and shall be limited to the express
written terms of such waiver. In the event of any inconsistencies between the
terms of this Note and the terms of any other document related to the loan
evidenced by this Note, the terms of this Note shall prevail.

                  Debtor hereby waives presentment, demand, notice of dishonor,
notice of default or delinquency, notice of acceleration, notice of protest and
nonpayment, notice of costs, expenses or losses and interest thereon, notice of
late charges, and diligence in taking any action to collect any sums owing under
this Note or in proceeding against any of the rights or interests in or to
properties securing payment of this Note. Time is of the essence with respect to
every provision hereof. This Note shall be construed and enforced in accordance
with the laws of the State of California, except to the extent that Federal laws
preempt the laws of the State of California, and all persons and entities in any
manner obligated under this Note consent to the jurisdiction of any Federal or
State Court within the State of California, County of San Diego, having proper
venue and also consent to service of process by any means authorized by
California or Federal law.

                                    DEBTOR:
                                    Ryer Industries, LLC, a Nevada limited
                                    liability company

                                    By:___________________________________

                                    Its: _________________________________



                                                               08/04/2003 Page 1

Compound Period................  :   Monthly

Nominal Annual Rate............  :    7.000%
Effective Annual Rate..........  :    7.229%
Periodic Rate..................  :   0.5833%
Daily Rate.....................  :  0.01918%

CASH FLOW DATA



Event               Start Date           Amount    Number  Period    End Date
- --------------------------------------------------------------------------------
                                                      
1 Loan              05/01/2003         256,853.64     1
2 Payment           06/01/2003          11,500.00    24    Monthly   05/01/2005


AMORTIZATION SCHEDULE - Normal Amortization



      Date             Payment       Interest      Principal      Balance
- ---------------------------------------------------------------------------
                                                     
Loan 05/01/2003                                                  256,853.64
   1 06/01/2003       11,500.00      1,498.31      10,001.69     246,851.95
   2 07/01/2003       11,500.00      1,439.97      10,060.03     236,791.92
   3 08/01/2003       11,500.00      1,381.29      10,118.71     226,673.21
   4 09/01/2003       11,500.00      1,322.26      10,177.74     216,495.47
   5 10/01/2003       11,500.00      1,262.89      10,237.11     206,258.36
   6 11/01/2003       11,500.00      1,203.17      10,296.83     195,961.53
   7 12/01/2003       11,500.00      1,143.11      10,356.89     185,604.64
2003 Totals           80,500.00      9,251.00      71,249.00

   8 01/01/2004       11,500.00      1,082.69      10,417.31     175,187.33
   9 02/01/2004       11,500.00      1,021.93      10,478.07     164,709.26
  10 03/01/2004       11,500.00        960.80      10,539.20     154,170.06
  11 04/01/2004       11,500.00        899.33      10,600.67     143,569.39
  12 05/01/2004       11,500.00        837.49      10,662.51     132,906.88
  13 06/01/2004       11,500.00        775.29      10,724.71     122,182.17
  14 07/01/2004       11,500.00        712.73      10,787.27     111,394.90
  15 08/01/2004       11,500.00        649.80      10,850.20     100,544.70
  16 09/01/2004       11,500.00        586.51      10,913.49      89,631.21
  17 10/01/2004       11,500.00        522.85      10,977.15      78,654.06
  18 11/01/2004       11,500.00        458.82      11,041.18      67,612.88
  19 12/01/2004       11,500.00        394.41      11,105.59      56,507.29
2004 Totals          138,000.00      8,902.65     129,097.35

  20 01/01/2005       11,500.00        329.63      11,170.37      45,336.92
  21 02/01/2005       11,500.00        264.47      11,235.53      34,101.39
  22 03/01/2005       11,500.00        198.92      11,301.08      22,800.31
  23 04/01/2005       11,500.00        133.00      11,367.00      11,433.31
  24 05/01/2005       11,500.00         66.69      11,433.31           0.00
2005 Totals           57,500.00        992.71      56,507.29

Grand Totals         276,000.00     19,146.36     256,853.64

EX-31.1

                                                                    Exhibit 31.1

           CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, H. M. Busby, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Planet Polymer
Technologies, Inc.

2.       Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.       I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:

         a)       designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this quarterly report my conclusions
about the effectiveness of the disclosure controls and procedures as of the end
of the period covered by this report based on my evaluation; and

         c)       disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting;

5.       I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

         a)       all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data; and

         b)       any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls.

Date: August 14, 2003

                                    /s/ H. M. Busby
                                    ___________________________
                                    H. M. Busby
                                    Chief Executive Officer and
                                    Chief Financial Officer

EX-32.1

                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Planet Polymer Technologies,
Inc. (the "Company") on Form 10-Q for the period ending June 30, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, H. M. Busby, Chief Executive Officer and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the
Company.

Date: August 14, 2003

/s/ H. M. Busby
___________________________
H. M. Busby
Chief Executive Officer and
Chief Financial Officer