July 31, 2000 Agway, Inc. PO Box 4933 Syracuse, New York 13221 Attn: Christopher W Fox Associate General Counsel Asset Purchase Agreement ------------------------ Gentlemen: In order to facilitate the closing under the Asset Purchase Agreement, dated...

                                                              Exhibit 10.10.1(b)


                                 July 31, 2000



Agway, Inc.
XX Xxx 0000
Xxxxxxxx, Xxx Xxxx  00000
Attn: Xxxxxxxxxxx X Xxx
      Associate General Counsel

                           Asset Purchase Agreement
                           ------------------------

Gentlemen:

          In order to facilitate the closing under the Asset Purchase Agreement,
dated as of June 20, 1998 (the "Agreement"), by and between Southern States
Cooperative, Inc. ("Southern States") and Agway, Inc. ("Agway"), Agway has
agreed to accept Southern States' promissory note, in substantially the form
attached hereto (the "Note") in satisfaction of a portion of the purchase price
for the Purchased Assets to be paid at Closing. This letter is to confirm
certain agreements between Agway and Southern States relating to the payment of
the purchase price.

          Southern States and Agway have agreed that:

     a)   At Closing, Southern States will deliver the executed Note to Agway in
          satisfaction of a $13,300,000 portion of the purchase price for the
          Purchased Assets payable at Closing pursuant to Section 4.4 of the
          Agreement.

     b)   Notwithstanding the provisions of Section 4.4 of the Agreement, the
          purchase price to be paid for the Purchased Assets at Closing shall be
          paid as follows: (1) a $13,300,000 portion of the purchase price for
          the Purchased Assets shall be paid by delivery of the Note to Agway,
          and (2) the balance shall be paid at the Closing by wire transfer of
          immediately available funds to Agway's account as provided to Southern
          States.


Agway, Inc.
July 31, 2000
Page 2


          Capitalized terms not otherwise defined herein shall have the meanings
ascribed in the Agreement. The Agreement, except as specifically amended by this
letter agreement, is hereby ratified and confirmed and shall remain in full
force and effect in accordance with its terms.

          Please sign the enclosed copy of this letter agreement to evidence
your agreement to the foregoing.

                              Very truly yours,



                                      /s/ Xxxxx X. Xxxxxxxx
                                   --------------------------------------------
                                          Xxxxx X. Xxxxxxxx
                                          Chief Executive Officer and President

SEEN AND AGREED:

AGWAY, INC.


By:   /s/ Xxxxxx X. Xxxxxxx, Xx.
   ------------------------------
          Xxxxxx X. Xxxxxxx, Xx.
          Vice President