Exhibit 10.37


May 3, 1996

Mr. William Hittinger
52 Pippins Way 
Morristown, NJ  07960

Dear Mr. Hittinger:

Pursuant to the meeting of the BioTechnica International, Inc. Board of 
Directors held in Chicago, IL on April 3, 1996, I am authorized on 
behalf of the Company to make an offer to you to repurchase all of your 
outstanding options to purchase shares of BioTechnica International, 
Inc.

According to the records of the Company you are the holder of options to 
purchase 5,000 shares of BioTechnica International, Inc. with an 
expiration date of May 7, 2002.  In exchange for these options and any 
other options which may have been issued to you, BioTechnica 
International, Inc. will pay to you the sum of $100.00.  This amount 
will be paid to you by check within five (5) working days of the receipt 
of your acceptance of this offer in our office in Peoria, IL.  At that 
time, we also request that you return your option grant certificate(s) 
for cancellation.

Enclosed for your information are copies of the last three annual 
reports, the Form 10K for the year ended June 30, 1995, and the three 
Form 10Qs filed for the first three quarters of the fiscal year ended 
June 30, 1996.  Should you have any questions please let me know as soon 
as possible.

If you are in agreement with these terms, please indicate by signing 
below and returning to our office in the enclosed envelope.

Very truly yours,


/s/ J.C. Gouache
J.C. Gouache
President and COO

I, William Hittinger, agree to sell all of my options to purchase shares 
in BioTechnica International, Inc. to BioTechnica International, Inc. 
for the sum of $100.00.  I waive any and all rights and privileges that 
the ownership of these options may have granted to me.


/s/ William C. Hittinger                              June 10, 1996
William Hittinger                                     Dated