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BIGMAR 10-K
BIOFERMENT

                             CANCELLATION AGREEMENT
                             ----------------------

entered into between


BIGMAR,  INC.,  a  Delaware  corporation  having its place of  business  at 6660
Doubletree Avenue #20, Columbus, Ohio 43229 USA, hereafter "BIGMAR",
duly represented by Mr. John Tramontana, president of BIGMAR


and


CERBIOS-PHARMA SA, a Swiss corporation having its place of business at  via Pian
Scairolo 6, 6917 Barbengo, Switzerland, hereafter "CERBIOS", duly represented by
Mr.  Giuseppe  Rovelli,  in  accordance  with  the  Resolution  of the  board of
directors of Cerbios  executed on March 25, 1997, hereto enclosed in original as
EXHIBIT A

                                     * * *


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                                                                               2
RECITALS

Whereas                                                                       

a) on  December  14,  1995 Bigmar and the  Bioferment  division of Cerbios  have
   entered into the Exclusive  distribution and supply agreement relating to the
   following products coming from the following technologies:

   Liposomes:-products: Cyclosporin
   Virosomes:-product: under development
             -product: Microencapsulation;

b) the parties never  fulfilled or implemented  the Exclusive  distribution  and
   supply agreement of December 14, 1995;

c) the  parties  deem  that it is in their  own  best  interest  to close  their
   commercial  relationships  relating  to  the  above  mentioned  agreement  of
   December 14, 1995,

all this aforementioned,
the parties agree as follows:

1. The parties agree to cancel and cancel the Exclusive  distribution and supply
   agreement of December 14, 1995.

2. With the  execution  of the present  Cancellation  agreement  the parties are
   lifted from any and all obligations connected with the Exclusive distribution
   and supply agreement of December 14, 1995,  except from those relating to the
   confidentiality clause (clause 10), which shall continue to have effect.


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                                                                               3

3. The  present  agreement  shall  take  effect  and enter into force as soon as
   Bigmar will have  delivered  two  originals of the  corresponding  "Unanimous
   written  consent  of the board of  directors  of Bigmar,  Inc.",  in the form
   attached  hereto as EXHIBIT B to the notary public Mr.  Pietro Moggi,  who is
   herewith instructed by the parties to receive such resolution and deliver one
   original of this resolution to Cerbios.

   Bigmar undertakes to deliver this resolution to the notary public within the
   10th of April 1997.

   In case of failure to provide the "Unanimous written  consent of the board of
   directors  of  Bigmar,  Inc."  within  the 10th of April  1997,  the  present
   agreement will not come into force and will be considered null and void.

4. This  agreement  shall be governed by and  construed in  accordance  with the
   substantive  laws of the State of Ohio, USA,  without regard to Ohio's choice
   of law rules.

5. Any  disputes  or  differences  between  the  parties  arising  out of, or in
   connection  with  this  agreement  shall  be  resolved  in New York by a sole
   arbitrator, in accordance with the rules and regulations of the International
   Chamber of Commerce of Paris.


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                                                                               4

In witness whereof,  both parties have caused this agreement to be signed in six
originals, two for each party and two for the notary public, by their respective
duly authorised officers or representatives on the date indicated below.

Lugano, 27th of March 1997


BIGMAR, INC.                              CERBIOS-PHARMA SA

By:                                       By:
Name: John Tramontana                     Name: Giuseppe Rovelli
Title: President                          Title: Officer
/s/ JOHN TRAMONTANA                       /s/ GIUSEPPE ROVELLI




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                                                            EXHIBIT A-BIOFERMENT


                                    VERBALE
                        DEL CONSIGLIO DI AMMINISTRAZIONE
                                     DELLA

                          CERBIOS-PHARMA SA, BARBENGO



La riunione del consiglio e tenuta Barbengo,  negli uffici della  Cerbios-Pharma
SA, che dopo discussione ha adottato le seguenti risoluzioni;

1. e approvata la sottoscrizione  della convenzione con Bigmar,  Inc., Columbus,
   Ohio,  relativa alla  risoluzione del contratto  "Exclusive  distribution and
   supply  agreement"  stipulato il 14 dicembre 1995 tra la divisone  Bioferment
   della Cerbios-Pharma e la Bigmar, Inc.;

2. e conferito mandato al signor Giuseppe Rovelli per la firma della convenzione
   con la Bigmar, Inc.

Lugano, 25 marzo 1997







/s/ Attilio Melera                               /s/ Jan Jacob Van Troostenburg
-------------------------                        -------------------------------
ING. ATTILIO MELERA                              JAN JACOB VAN TROOSTENBURG


/s/ Pierangelo Ghirlanda
-------------------------
PIERANGELO GHIRLANDA




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                                    MINUTES
                           OF THE BOARD OF DIRECTORS
                                       OF

                         CERBIOS-PHARMA INC., BARBENGO

The meeting of the Board of Directors  was held in  Barbengo,  at the offices of
Cerbios-Pharma Inc., and after discussion adopted the following resolutions:

1. The subscription to the convention with Bigmar, Inc., Columbus, Ohio was
approved according to the resolution of the "Exclusive distribution and supply
agreement" contract drafted 14 December 1995 between the Bioferment division of
Cerbios Pharma and Bigmar Inc.

2. Mr. Giuseppe Rovelli was given power-of-attorney for the convention with
Bigmar, Inc.

Lugano, 25 March 1997

(signature)                                      (signature)
Engineer Attilio Melera                          Jan Jacob Van Troostenburg


(signature)
Pierangelo Ghirlanda


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                                                                EXHIBIT B 10.41
                                                                          10.43
                                                                          10.44


                            UNANIMOUS WRITTEN CONSENT
                                       OF
                             THE BOARD OF DIRECTORS
                                       OF
                                  BIGMAR, INC.


The  undersigned,  being all of the  Directors of BIGMAR,  INC.,  a  corporation
organised and existing under the laws of the State of Delaware (the  "Company"),
do  hereby  consent,   pursuant  to  Section  141(f)  of  the  Delaware  General
Corporation  Law and Section 15 of the Restated  Bylaws of the  Company,  to the
adoption without a meeting of the following  resolutions and that this action be
taken without a meeting  pursuant to said Section 141(f) of the Delaware General
Corporation Law and Section 141(f) of the Delaware  General  Corporation Law and
Section 15 of the Restated Bylaws of the Company;

Whereas,  Mr.  John  Tramontana  has  disclosed  to the Board of  Directors  his
interests and willingness in the  cancellation of the  Distribution  and License
Agreements (defined below);

Whereas, a majority of the disinterested directors of the Company has determined
that the cancellation of the (i) Exclusive  Distribution  and Supply  Agreement,
dated  November 14, 1995,  between the Company and the SAPEC Division of Cerbios
Pharma SA ("Sapec"), (ii) License and Supply Agreement, dated November 14, 1995,
between  the  Company  and   Bioferment,   a  division  of  Cerbios   Pharma  SA
("Bioferment")  and (iii) Exclusive  Distribution  and Supply  Agreement,  dated
December  14,  1995,  between  the  Company and  Bioferment  (collectively,  the
"Distribution and License Agreements"), is desirable and in the best interests 
of the Company; and

Whereas, the Cancellation  Agreements have already been signed on March 27, 1997
by Cerbios-Pharma SA and by Mr. John Tramontana, in his capacity of president of
Bigmar,  Inc., on behalf of Bigmar,  Inc., a copy of which is attached hereto as
EXHIBIT A, B AND C; and

Whereas,  Mr. John Tramontana has given to the Board of Directors an original of
each of the above three Cancellation Agreements, which correspond in full to the
Exhibits A, B and C; and

Whereas, a majority of the disinterested directors of the Company has determined
that the above Cancellation Agreements, which effect the cancellation of each of
the Distribution and License  Agreements are desirable and in the best interests
of the Company.



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NOW, THEREFORE,  BE IT RESOLVED, that the Cancellation Agreements be, and hereby
are, approved, authorized, ratified and adopted in all respects; and be it

FURTHER RESOLVED, that the execution and delivery of the Cancellation Agreements
by the President  Mr. John  Tramontana  is the  enforceable  and binding act and
obligation  of the Company,  without the signature or  attestation  of any other
officer of the Company or the affixing of any corporate seal; and be it

FURTHER RESOLVED,  that any and all actions heretofore or hereafter taken within
the terms of the foregoing  resolutions be, and hereby are,  affirmed,  approved
and ratified as the act and deed of the Company.

This Unanimous Written Consent may be executed in multiple counterparts, each of
which shall  constitute  an original  and all of which shall constitute a single
document.

IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent
on                ,  1997 and  directed  that it be filed  with the  minutes  of
proceedings of the Board of Directors.


                                                     /s/ JOHN G. TRAMONTANA
                                                     --------------------------
                                                     JOHN G. TRAMONTANA


                                                     ---------------------------
                                                     MICHAEL K. MEDORS


                                                     ---------------------------
                                                     BERNARD KRAMER


                                                     ---------------------------
                                                     ERIC M. CHEN


                                                     ---------------------------
                                                     JOHN MORRIS

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