<PAGE>

              CERTIFICATE OF DESIGNATIONS, PREFERENCES, AND RIGHTS
                                       of
                            SERIES A PREFERRED STOCK
                                       of
                        GENEREX BIOTECHNOLOGY CORPORATION


       (Pursuant to Section 151 of the Delaware General Corporations Law)


                  We, Anna E. Gluskin and Rose C. Perri, the President and the
Secretary, respectively, of Generex Biotechnology Corporation, a corporation
organized and existing under the Delaware General Corporation Law (the
"Corporation"), in accordance with the provisions of 151 of the Delaware General
Corporation Law thereof, DO HEREBY CERTIFY:

                  That pursuant to the authority conferred upon the Board of
Directors of the Corporation by the Certificate of Incorporation of the said
Corporation, the Board of Directors of the Corporation on January 15, 2001
adopted the following resolution, pursuant to the Corporation's Certificate of
Incorporation and Section 151(g) of the Delaware General Corporation Law,
creating one series of shares of preferred stock designated as Series A
Preferred Stock:

         "RESOLVED, that pursuant to the authority vested in the Board of
         Directors of the Corporation by the Certificate of Incorporation of the
         Corporation, the Board of Directors does hereby provide for the
         issuance of a series of preferred stock, U.S.$.001 par value per share,
         of the Corporation, to be designated "Series A Preferred Stock",
         initially consisting of up to 1,512 shares, and the Board of Directors
         of the Corporation does hereby fix and herein state and express such
         designations, powers, preferences and relative and other special rights
         and the qualifications, limitations and restrictions thereof, as
         follows:

                  1. Designation. 1,512 shares of preferred stock shall be
designated and known as the "Series A Preferred Stock." Such number of shares
may not be increased or decreased without obtaining the consent of a majority in
interest of the holder(s) of the then-outstanding shares of Series A Preferred
Stock; provided that no decrease shall reduce the number of shares of Series A
Preferred Stock to a number less than the number of shares then outstanding plus
the number of such shares issuable upon exercise of outstanding rights, options
or warrants or upon conversion of outstanding securities issued by the
Corporation.

                  2. Dividend Provisions.

                  (a) From and after the date hereof, when and if the Board of
Directors of the Corporation shall declare a dividend or distribution payable
with respect to the then-outstanding shares of Common Stock of the Corporation,
the holders of the Series A Preferred Stock shall be entitled to the amount of
dividends per share in the same form as such Common Stock dividends that would







<PAGE>


be payable on the largest number of whole shares of Common Stock into which a
holder's aggregate shares of Series A Preferred Stock could then be converted
pursuant to Section 4 hereof (such number to be determined as of the record date
for the determination of holders of Common Stock entitled to receive such
dividend).

                  (b) In addition to Section 2(a) above, each share of Series A
Preferred Stock, shall be entitled to receive a mandatory dividend equal to 6.0%
per year of the Original Issue Price (as defined below) thereof, compounded
annually on each succeeding 12 month anniversary of the first issuance. Such
dividend shall be cumulative and shall be payable annually on each succeeding 12
month anniversary of the first issuance and shall be payable solely by the
issuance of additional shares of Series A Preferred Stock at a price per share
equal to the Original Issue Price (as defined in 3(b), below) thereof and not in
cash; provided, that such dividend shall not be declared or paid to any holder
without the consent of such holder. Fractional shares of Series A Preferred
Stock shall be issuable for all purposes hereunder.

                  3. Seniority; Liquidation Preference.

                  (a) The Corporation may not issue any additional classes or
series of preferred stock with a liquidation preference, dividend or other
rights senior to the Series A Preferred Stock except pursuant to Section 14
hereof.

                  (b) In the event of any liquidation, dissolution or winding-up
of the affairs of the Corporation, whether voluntary or involuntary,
(collectively, a "Liquidation"), before any payment of cash or distribution of
other property shall be made to the holders of the Common Stock or any other
class or series of stock subordinate in liquidation preference to the Series A
Preferred Stock, the holders of the Series A Preferred Stock shall be entitled
to receive out of the assets of the Corporation legally available for
distribution to its shareholders, the Original Issue Price per share (as
appropriately adjusted for any combinations or divisions or similar
recapitalizations affecting the Series A Preferred Stock after issuance) and
accrued and unpaid dividends thereon (the "Series A Liquidation Preference"). As
used herein, the "Original Issue Price" per share is U.S.$12,015.

                  (c) If, upon any Liquidation, the assets of the Corporation
available for distribution to its shareholders shall be insufficient to pay the
holders of the Series A Preferred Stock the full amounts to which they shall be
entitled, the holders of the Series A Preferred Stock shall share ratably in any
distribution of assets in proportion to the respective amounts which would be
payable to them in respect of the shares held by them if all amounts payable to
them in respect of such were paid in full pursuant to Section 3(b).

                  (d) After the distributions described in Section 3(c) above
have been paid, subject to the rights of other series of preferred stock that
may from time to time come into existence, the remaining assets of the
Corporation available for distribution to shareholders shall be distributed
among the holders of Common Stock pro rata based on the number of shares of
Common Stock held by each.




                                        2
<PAGE>

                  4. Conversion. The holders of the Series A Preferred Stock
shall have conversion rights, through and including the Conversion Termination
Date (as defined below), as follows (the "Conversion Rights"):

                  (a) Right to Convert.

                  (i) Each share of Series A Preferred Stock shall be
         convertible, at the option of the holder thereof, at any time that is
         three (3) years after the issuance thereof, at the office of the
         Corporation or any transfer agent for such stock, into such number of
         fully paid and non-assessable shares of Common Stock as is determined
         by dividing (x) the aggregate outstanding liquidation preference and
         accrued dividends (the "Outstanding Amount") by (y) the Series A
         Conversion Price (as defined below). The "Series A Conversion Price"
         shall be a price per share that represents a 130% premium over the
         average closing price per share of publicly traded shares of Common
         Stock over the sixty day period immediately preceding the Original
         Issue Date (such average closing price hereinafter referred to as the
         "Original Issue Date Base Price"); provided the Series A Conversion
         Price shall be subject to adjustment as set forth below in this Section
         4(a). The Series A Preferred Stock may be convertible at the option of
         the Corporation any time in the event of any merger, consolidation or
         acquisition of or involving the Corporation (a "Significant
         Transaction"), subject to the receipt of any applicable regulatory
         approvals. Notwithstanding the above, the Series A Preferred Stock, in
         the event that there shall occur a merger or consolidation of the
         Corporation with or into another entity as a consequence of which Elan
         International Services, Ltd. and its affiliates ("EIS") shall own 50%
         or less of the equity (on a fully diluted basis) of the survivor of
         such merger or consolidation than EIS did of the Corporation prior
         thereto or the consummation of an initial public offering of the
         Corporation's Common Stock, then, in any such event, the outstanding
         shares of the Series A Preferred Stock then held by the original holder
         of the Series A Preferred Stock or any of its affiliates shall,
         immediately prior to the consummation thereof, be at the option of the
         Corporation converted into the same number of shares of Common Stock
         into which such shares are convertible pursuant to this Section 4(a)(i)
         (a "Required Conversion"); provided, further, in the event of a
         Required Conversion, the Common Stock delivered upon such conversion
         shall have the benefit of the Exchange Right identical to that with
         respect to the Series A Preferred Stock on the date of conversion so
         converted and shall be evidenced by a security substantially in the
         form attached to the definitive agreement providing for the initial
         issuance of shares of Series -A Preferred Stock.

                  (ii) Before any holder of Series A Preferred Stock shall be
         entitled to convert such shares into shares of Common Stock, such
         holder shall surrender the certificate or certificates therefor, duly




                                        3
<PAGE>

         endorsed, at the office of the Corporation or of any transfer agent for
         the Series A Preferred Stock, and shall give written notice to the
         Corporation at its principal corporate office, of the election to
         convert the same and shall state therein the name or names in which the
         certificate or certificates for shares of Common Stock are to be
         issued. The Corporation shall, as soon as practicable thereafter, issue
         and deliver at such office to such holder of Series A Preferred Stock,
         or to the nominee or nominees of such holder, a certificate or
         certificates for the number of shares of Common Stock to which such
         holder shall be entitled as set forth above. Such conversion shall be
         deemed to have been made immediately prior to the close of business on
         the date of such surrender of the shares of Series A Preferred Stock to
         be converted, and the person or persons entitled to receive the shares
         of Common Stock issuable upon such conversion shall be treated for all
         purposes as the record holder or holders of such shares of Common Stock
         as of such date.

                  (iii) In the event the Corporation should at any time fix a
         record date for the effectuation of a split or subdivision of the
         outstanding shares of Common Stock or the determination of holders of
         Common Stock entitled to receive a dividend or other distribution
         payable in additional shares of Common Stock or other securities or
         property or rights convertible into, or entitling the holder thereof to
         receive directly or indirectly, any of the foregoing (hereinafter
         referred to as "Common Stock Equivalents") without payment of any
         consideration by such holder for the additional shares of Common Stock
         or the Common Stock Equivalents (including the additional shares of
         Common Stock or other securities or property issuable upon conversion
         or exercise thereof) or with payment that is less than the lower of (x)
         the then-Fair Market Value price of the Common Stock (including, in the
         case of Common Stock Equivalents, on an as-converted basis) and (y) the
         Series A Conversion Price then in effect, then and in each case with
         respect to each share of Series A Preferred Stock, the Conversion Right
         shall be for, in addition to the number of shares of the Common Stock
         otherwise deliverable upon exercise of the Conversion Right, and
         without adjustment to the Series A Conversion Price, the amount of such
         additional shares of Common Stock and any Common Stock Equivalents that
         the holder of such share of Series A Preferred Stock would have
         received or become entitled to receive on the same terms and conditions
         as if such holder had been a holder of record of such Common Stock as
         shall have been deliverable immediately prior to such record date
         pursuant to the terms of this Section 4. The "Fair Market Value" of one
         share of Common Stock shall be determined by the Corporation's Board of
         Directors in good faith (taking into account the most recently or
         concurrently completed arm's length transaction between the Corporation
         and an unaffiliated third party the closing of which occurs within the
         six months preceding or on the date of such calculation, if any) and
         shall be reasonably agreed to by the majority of the holders of the
         Series A Preferred Stock (provided, that in the event the Corporation
         and the majority of holders of the Series A Preferred Stock do not
         agree on the Fair Market Value, the parties shall jointly appoint an
         independent third party to determine the Fair Market Value); provided,






                                        4
<PAGE>

         however, that in the event the Common Stock is traded on a securities
         exchange, the Nasdaq National Market or the Nasdaq SmallCap Market, the
         Fair Market Value shall be deemed to be the average of the closing sale
         prices for the Common Stock over the 30-day period (or such shorter
         period for which closing sale prices are available if the Common Stock
         commenced trading during such period) ending the trading day prior to
         (x) the record date referred to in this paragraph (iv) or (y) with
         respect to Section 6 hereof, the redemption date.

                  (iv) If the Corporation at any time during which any share of
         Series A Preferred Stock remains outstanding shall subdivide or combine
         its Common Stock, (A) in the case of a subdivision, the Series A
         Conversion Price shall be proportionately decreased and the number of
         shares of Common Stock purchasable thereunder shall be proportionately
         increased, and (B) in the case of a combination, the Series A
         Conversion Price shall be proportionately increased and the number of
         shares of Common Stock purchasable thereunder shall be proportionately
         decreased.

                  (v) In case of (A) any reclassification, reorganization,
         change or conversion of securities of the class issuable upon
         conversion of the Series A Preferred Stock (other than a change in par
         value, or from par value to no par value) into other shares or
         securities of the Corporation, or (B) any consolidation of the
         Corporation with or into another entity (other than a merger or
         consolidation with another entity in which the Corporation is the
         acquiring and the surviving entity and that does not result in any
         reclassification or change of outstanding securities issuable upon
         conversion of the Series A Preferred Stock), or (C) any sale of all or
         substantially all the assets of the Corporation, each holder of shares
         of Series A Preferred Stock shall have the right to receive, in lieu of
         the shares of Common Stock otherwise issuable upon the conversion of
         its shares of Series A Preferred Stock and accumulated and unpaid
         dividends then-outstanding thereunder, the kind and amount of shares of
         stock and other securities, money and property receivable upon such
         reclassification, reorganization, change, merger, consolidation or
         conversion by a holder of the number of shares of Common Stock then
         issuable under the Series A Preferred Stock. The provisions of this
         Section 4(a)(v) shall similarly attach to successive reclassifications,
         reorganizations, changes, and conversions.

                  (b) In order to exercise the Conversion Right, a holder shall
provide written notice thereof to the Corporation, setting forth (a) the fact
that such holder intends to exercise the Conversion Right, and (b) the proposed
date for such exercise (the "Conversion Date"), which shall be between 10 and 30
days after the date of such notice; provided, however, that if the Corporation
shall deliver the holders a written request to delay the date for such exercise
by no more than 45 days, the Conversion Date will be as set forth in that
request. On the Conversion Date, (y) the holder shall tender its shares of
Series A Preferred Stock to the Corporation for cancellation free and clear of
encumbrances of any type or nature, and (z) the Corporation shall cause to be





                                        5
<PAGE>

delivered to such holder, such shares of Common Stock free and clear of
encumbrances of any type or nature. The holders and the Corporation shall take
all other necessary or appropriate actions in connection with or to effect such
closing.

                  5. Exchange Right. The original purchaser (or any of its
affiliates) of the Series A Preferred Stock shall have the right to exchange
(the "Exchange Right") all of the shares of Series A Preferred Stock, including
shares of Series A Preferred Stock paid as dividends with respect thereto, of
the Corporation for 3,612 shares of non-voting convertible preferred shares
("Preferred Shares") (as adjusted for any combinations or divisions or similar
recapitalizations) of Generex (Bermuda), Ltd., a Bermuda exempted limited
liability company ("Newco"), held by the Corporation and which are convertible
into 30.1% (subject to potential dilution resulting from issuance of additional
Common Shares of Newco (the "Common Shares, and together with the Preferred
Shares, the "Shares") after the Closing Date) of the aggregate issued and
outstanding Shares, so that after giving effect to the conversion thereof EIS
shall initially own 50% (subject to potential dilution resulting from issuance
of additional Common Shares after the Closing Date) of the then-issued and
outstanding Shares. The "Closing Date" is the date of closing if the transaction
pursuant to which shares of Series A Preferred Stock will initially be issued.

                  Upon exercise of the Exchange Right, all shares of Series A
Preferred Stock originally purchased from the Corporation, including shares of
Series A Preferred Stock paid as dividends with respect thereto, shall be
canceled and shall no longer be entitled to any rights in the Corporation. In
the event of such an exchange, any and all accrued and unpaid dividends shall
not be declared payable and shall not be due.

                  Other than in the case of a Required Conversion, if any shares
of the Series A Preferred Stock are converted pursuant to Section 4(a), to
shares of Common Stock, the Exchange Right with respect to the shares of Series
A Preferred Stock originally purchased from the Corporation shall be canceled
and shall no longer be entitled to any rights in the Corporation.

                  In order to exercise the Exchange Right, the holders shall
provide written notice thereof to the Corporation, setting forth (a) the fact
that such holders intend to exercise the Exchange Right, and (b) the proposed
date for such exercise (the "Exercise Date"), which shall be between 10 and 30
days after the date of such notice; provided, however, that if the Corporation
shall deliver the holders a written request to delay the date for such exercise
by no more than 45 days, the Exercise Date will be as set forth in that request.
On the Exercise Date, (y) the holders shall tender their shares of Series A
Preferred Stock to the Corporation for cancellation free and clear of
encumbrances of any type or nature, and (z) the Corporation shall cause to be
delivered to EIS, acting on behalf of such holders, such shares of Newco free
and clear of encumbrances of any type or nature. The holders and the Corporation
shall take all other necessary or appropriate actions in connection with or to
effect such closing.





                                        6
<PAGE>

                  6. Redemption.

                  (a) To the extent the Corporation shall have funds legally
available for such payment, on January 16, 2007, if any shares of the Series A
Preferred Stock shall be outstanding, the Corporation shall redeem all
outstanding shares of the Series A Preferred Stock, at a redemption price equal
to the aggregate Series A Liquidation Preference, either (a) in cash, or (b) in
shares of Common Stock with a Fair Market Value equal to such redemption price,
in each case together with any accrued and unpaid dividends thereon to the date
fixed for redemption, without interest.

                  (b) In the event the Corporation shall redeem shares of Series
A Preferred Stock pursuant to Section 6(a), notice of such redemption shall be
given by first class mail, postage prepaid, mailed not less than 10 days nor
more than 20 days prior to the redemption date, to each holder of record of the
shares to be redeemed at such holder's address as the same appears on the stock
register of the Corporation; provided that neither the failure to give such
notice nor any defect therein shall affect the validity of the giving of notice
for the redemption of any share of Series A Preferred Stock to be redeemed
except as to the holder to whom the Corporation has failed to give said notice
or except as to the holder whose notice was defective. Each such notice shall
state: (i) the redemption date; (ii) the number of shares of Series A Preferred
Stock to be redeemed; (iii) the redemption price and the Fair Market Value of
the Common Stock, if applicable; (iv) the place or places where certificates for
such shares are to be surrendered for payment of the redemption price; and (v)
that dividends on the shares to be redeemed will cease to accrue on such
redemption date

                  (c) In the case of any redemption pursuant to Sections 6(a)
hereof, notice having been mailed as provided in Section 6(a) hereof, from and
after the redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price of the shares called for
redemption), dividends on the shares of Series A Preferred Stock so called for
redemption shall cease to accrue, and all rights of the holders thereof as
stockholders of the Corporation (except the right to receive from the
Corporation the redemption price) shall cease. Upon surrender in accordance with
said notice of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the Corporation shall so
require and the notice shall so state), such share shall be redeemed by the
Corporation at the redemption price aforesaid. In case fewer than all the shares
represented by any such certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares without cost to the holder thereof.

                  7. Other Distributions. In the event the Corporation shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Corporation or other persons, assets, cash (excluding
cash dividends declared out of retained earnings and excluding cash dividends to
which holders of Series A Preferred are entitled under Section 2(a) of this
Certificate of Designations) or options or rights not referred to in Section 4,
then, in each such case for the purpose of this Section 7, the holders of the





                                        7
<PAGE>


Series A Preferred Stock shall be entitled to a proportionate share of any such
distribution as though they were the holders of the number of shares of Common
Stock of the Corporation into which their shares of Series A Preferred Stock
would be convertible as of the record date fixed for the determination of the
holders of Common Stock of the Corporation entitled to receive such
distribution.

                  8. Recapitalizations. If at any time or from time to time
there shall be a recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets provided for in Section 4 hereof)
provision shall be made so that the holders of the Series A Preferred Stock
shall thereafter be entitled to receive upon conversion of the Series A
Preferred Stock the number of shares of stock or other securities or property of
the Corporation or otherwise, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such recapitalization. In any such case,
appropriate adjustment shall be made in the application of the provisions of
Section 4 with respect to the rights of the holders of the Series A Preferred
Stock after the recapitalization to the end that the provisions of Section 4
(including adjustment of the Series A Conversion Price then in effect and the
number of shares purchasable upon conversion of the Series A Preferred Stock)
shall be applicable after that event as nearly equivalent as may be practicable.

                  9. No Impairment.

                  (a) The Corporation will not, by amendment of its Certificate
of Incorporation or through any reorganization, recapitalization, transfer of
assets, consolidation, merger, dissolution, issuance or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Corporation,
but will at all times in good faith assist in the carrying out of all the
provisions hereof and in the taking of all such action as may be necessary or
appropriate in order to protect the Series A Conversion Rights, Exchange Right
and redemption rights of the holders of the Series A Preferred Stock against
impairment.

                  (b) If the Corporation is unable or shall fail to discharge
its obligations under Section 5 or Section 6(a) (an "Obligation"), such
Obligation shall be discharged as soon as the Corporation is able to discharge
such Obligation. If and so long as any Obligation with respect to the Series A
Preferred Stock shall not be fully discharged, the Corporation shall not (i)
directly or indirectly, redeem, purchase, or otherwise acquire any classes or
series of preferred stock with a liquidation preference, dividend or other
rights senior to the Series A Preferred Stock ("Senior Stock") or discharge any
mandatory or optional redemption, sinking fund or other similar obligation in
respect of any Senior Stock (except in connection with a redemption, sinking
fund or other similar obligation to be satisfied pro rata with the Series A
Preferred Stock) or (ii) declare or make any distribution to any classes or
series of preferred stock with a liquidation preference, dividend or other
rights junior to the Series A Preferred Stock or any other securities which rank
junior to the Series A Preferred Stock ("Junior Securities"), or, directly or





                                        8
<PAGE>


indirectly, discharge any mandatory or optional redemption, sinking fund or
other similar obligation in respect of the Junior Securities.

                  10. No Fractional Shares and Certificate as to Adjustments.

                  (a) No fractional shares shall be issued upon the conversion
of any share or shares of the Series A Preferred Stock, and the number of shares
of Common Stock to be issued shall be rounded to the nearest whole share.
Whether or not fractional shares are issuable upon such conversion shall be
determined on the basis of the aggregate number of shares of Series A Preferred
Stock each holder is at the time converting into Common Stock and the aggregate
number of shares of Common Stock issuable to each such holder upon such
conversion.

                  (b) Upon the occurrence of each adjustment or readjustment of
the Series A Conversion Price pursuant to Section 4, the Corporation, at its
expense, shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and prepare and furnish to each holder of shares of Series
A Preferred Stock a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is
based. The Corporation shall, upon the written request at any time of any holder
of Series A Preferred Stock, furnish or cause to be furnished to such holder a
like certificate setting forth (i) such adjustment and readjustment, (ii) the
Series A Conversion Price at the time in effect, and (iii) the number of shares
of Common Stock and the amount, if any, of other property which at the time
would be received upon the conversion of a share of Series A Preferred Stock.

                  11. Reservation of Stock Issuable Upon Conversion. The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series A Preferred Stock, such number of its
shares of Common Stock that shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series A Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock not
otherwise reserved for issuance shall not be sufficient to effect the conversion
of all then outstanding shares of the Series A Preferred Stock, the Corporation
will take such corporate action that may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purposes, including without
limitation, engaging in best efforts to obtain the requisite shareholder
approval of any necessary amendment to its Certificate of Incorporation.

                  12. Notices. Any notice required by the provisions hereof to
be given to the holders of shares of Series A Preferred Stock shall be deemed
given on the date of service if served personally on the party to whom notice is
to be given, or on the date of transmittal of services by facsimile transmission
to the party to whom notice is to be given, and addressed to each holder of
record at his address appearing on the books of the Corporation.





                                        9
<PAGE>

                  13. Voting Rights. Subject to Section 14 below, holders of
Series A Preferred Stock shall not be entitled to vote, including with respect
to the election of directors of the Corporation.

                  14. Protective Provisions. Subject to the rights of any series
of preferred stock that may from time to time come into existence, so long as
any shares of Series A Preferred Stock are outstanding, the Corporation shall
not without first obtaining the approval (by vote or written consent, as
provided by law) of the holders of at least a majority of the then-outstanding
shares of Series A Preferred Stock, voting separately as a series:

                  (a) amend its Certificate of Incorporation so as to affect
         adversely the shares of Series A Preferred Stock or any holder thereof
         (including by creating any additional classes or series of Senior
         Stock); or

                  (b) change the rights of the holders of the Series A Preferred
         Stock in any other respect.

                  15. Status of Converted Stock. In the event any shares of
Series A Preferred Stock shall be converted pursuant to Section 4 or exchanged
pursuant to Section 5 hereof, the shares so converted or exchanged shall be
canceled and shall not be reissuable by the Corporation."





                                       10
<PAGE>



                  IN WITNESS WHEREOF, said Generex Biotechnology Corporation has
caused this Certificate of Designations to be signed by Anna E. Gluskin, its
President and Rose C. Perri, its Secretary this 16th day of January, 2001.

                                               GENEREX BIOTECHNOLOGY
                                               CORPORATION


                                               By: /s/ Anna E. Gluskin
                                                   ----------------------------
                                                   Name:  Anna E. Gluskin
                                                   Title: President


                                               By: /s/ Rose C. Perri
                                                   ----------------------------
                                                   Name:  Rose C. Perri
                                                   Title: Secretary