THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE
     UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
     OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY
     NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SO REGISTERED
     OR UNLESS IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
     COMPANY, AN EXEMPTION FROM REGISTRATION UNDER ALL SUCH LAWS IS
     AVAILABLE.


                      GENEREX BIOTECHNOLOGY CORPORATION

               Warrant for the Purchase of Units of Securities


No. CCSI-E ___________                                      ____________  Units


     THIS CERTIFIES THAT, for value received, ____________________ ("Holder"),
is entitled to subscribe for and purchase from Generex Biotechnology
Corporation, a Delaware corporation (the "Company"), at any time from the date
hereof through and including the Expiration Date set forth below (the "Exercise
Period"), ____ Units of securities ("Units'), each Unit consisting of one (1)
fully paid and nonassessable share (a "Share") of the Company's Common Stock,
$.001 par value per share (the "Common Stock"), and three quarters of one (0.75)
of the Company's Series CU in form and substance identical to Series CU Warrants
sold by the Company in a $2,000,000 private placement of Common Stock and Series
CU Warrants effected in January 2000; provided, however, that on and after
January 7, 2003, the Holder shall be entitled to receive Shares only upon the
exercise of this Warrant as a result of the expiration of the CU Warrants and
the term "Units" as used herein shall be interpreted to mean Shares only or
after such date.

     The initial exercise price of this Warrant is FOUR AND 25/100 ($4.25)
DOLLARS per Unit (the "Exercise Price"), subject to the limitations, terms
and conditions set forth herein.

     Transfer, assignment or hypothecation of this Warrant by the Holder may
be made only in accordance with and subject to the terms, conditions and
other provisions of this Warrant. The term "Holder", as used herein, shall
include the original Holder and only such persons to whom this Warrant is
transferred in strict conformity with the terms and conditions set forth or
incorporated by reference herein. As used herein, the term "Warrant" shall
mean and include this Warrant and any Warrant or Warrants hereafter issued in
consequence of the exercise or transfer of this Warrant, in whole or in part.

     1. This Warrant shall expire at 11:59 P.M. Eastern Standard Time on
January 7, 2005.

     2. This Warrant may be exercised during the Exercise Period as to the
whole or any lesser number of whole Units then issuable upon exercise by the
surrender of this Warrant (with the form of Election at the end hereof duly
completed and executed) to the Company, marked to the attention of its
President, 33 Harbor Square, Suite 202, Toronto, Ontario, Canada M5J 2G2, or
such other place as is designated in writing and delivered to Holder by the
Company, accompanied by a certified or bank cashier's check payable to the
order of the Company in an amount equal to the Exercise Price multiplied by
the number of Units covered by such exercise (the "Units Purchase Price").



<PAGE>

     3. Exercise of this Warrant shall be deemed to have been effected as
of the close of the business day on which the Company has received the last
of this Warrant, a duly executed form of election, the Units Purchase Price
and such further documentation as may be required pursuant to Section 9(c)
below. Upon each exercise of this Warrant, the Holder shall be deemed to be
the holder of record of the Units issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed. As soon as practicable after each such exercise of this Warrant, the
Company shall issue and deliver to the Holder a certificate or certificates
for the Units issuable upon such exercise, registered in the name of the
Holder or its designee. If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the right of the Holder to purchase the
balance of the Units subject to purchase hereunder.

     4. The Company shall maintain a register (the "Warrant Register") on
which the names and addresses of the persons to whom this Warrant is issued
and shall be entitled to treat the registered holder of any Warrant on the
Warrant Register as the owner in fact thereof for all purposes and shall not
be bound to recognize any equitable or other claim to or interest in such
Warrant on the part of any other person, and shall not be liable for any
registration or transfer of Warrants which are registered or to be registered
in the name of a fiduciary or the nominee of a fiduciary unless made with the
actual knowledge that a fiduciary or nominee is committing a breach of trust
in requesting such registration or transfer, or with the knowledge of such
facts that its participation therein amounts to bad faith. Subject to
compliance with applicable securities laws and any other restrictions set
forth herein, this Warrant shall be transferable on the books of the Company
only upon delivery thereof with the form of Assignment at the end hereof duly
completed by the Holder or by his duly authorized attorney or representative,
or accompanied by proper evidence of succession, assignment or authority to
transfer. In all cases of transfer by an attorney, the original power of
attorney, duly approved, or an official copy thereof, duly certified, shall
be deposited with the Company. In case of transfer by executors,
administrators, guardians or other legal representatives, duly authenticated
evidence of their authority shall be produced, and may be required to be
deposited with the Company in its discretion. Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants exchanged, at
the option of the Holder thereof, for another Warrant, or other Warrants of
different denominations, of like tenor and representing in the aggregate the
right to purchase a like number of shares of Common Stock upon surrender to
the Company or its duly authorized agent. Notwithstanding the foregoing, the
Company shall have no obligation to cause Warrants to be transferred on its
books to any person, unless the Holder of such Warrants shall furnish to the
Company evidence of compliance with the Act and applicable state securities
law, in accordance with the provisions of Section 9 hereof.

     5. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of this Warrant, such number of Shares as shall, from time to
time, be sufficient therefor.

     6. The Exercise Price shall be subject to adjustment from time to time
as follows:

        (a) In case the Company shall (i) declare a dividend or make a
distribution on outstanding shares of its Common Stock in shares of Common
Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock
into a greater number of shares, or (iii) combine or reclassify the
outstanding shares of Common Stock into a lesser number of shares, the
Exercise Price in effect at the time of the record date for such dividend or
distribution on the effective date of such subdivision, combination or
reclassification shall be adjusted so that it shall equal the price
determined by multiplying the Exercise Price then in effect by a fraction,
the denominator of which shall be the number of shares of Common Stock

                                     -2-
<PAGE>

outstanding immediately after giving effect to such action, and of which the
numerator shall be the number of shares of Common Stock outstanding
immediately prior to such action. Such adjustment shall be made successively
whenever any event specified above shall occur.

        (b) Whenever the Exercise Price payable upon exercise of this Warrant is
adjusted pursuant to subparagraph (a) above, the number of Units purchasable
upon exercise of this Warrant shall simultaneously be adjusted by multiplying
the number of Units initially issuable upon exercise of this Warrant by the
initial Exercise Price in effect on the date hereof and dividing the product
so obtained by the Exercise Price, as adjusted.

        (c) All calculations under this Section 6 shall be made to the nearest
one-hundredth of a cent and to the nearest whole Unit.

     7. (a) In case of any consolidation with or merger of the Company with
or into another corporation (other than a merger of consolidation in which
the Company is the continuing or surviving corporation), or in case of any
sale, lease or conveyance to another corporation of the property of the
Company as an entirety or substantially as an entirety, appropriate
provisions shall be made so that the Holder shall have the right thereafter
to receive upon exercise of this Warrant solely the kind and amount of shares
of stock and other securities, property, cash or any combination thereof
receivable upon such consolidation, merger, sale, lease or conveyance by a
holder of the number of Units for which this Warrant might have been
exercised immediately prior to such consolidation, merger, sale, lease or
conveyance and, in any such case, effective provision shall be made in its
Certificate of Incorporation or otherwise, if necessary, in order to effect
such agreement. Such agreement shall provide for adjustments which shall be
as nearly equivalent as practicable to the adjustments in Section 6.

        (b) In case of any reclassification or change in the securities issuable
upon exercise of this Warrant (other than a change in par value, or from par
value to no par value, or as a result of a subdivision or combination, but
including any change in the Shares into two or more classes or series of
shares) or in case of any consolidation or merger of another corporation into
the Company in which the Company is the continuing corporation and in which
there is a reclassification or change (including a change to the right to
receive cash or other property) in Common Stock (other than a change in par
value, or from par value to no par value, or as a result of a subdivision or
combination, but including any change in the Common Stock into two or more
classes or series), the Holder shall have the right thereafter to receive
upon exercise of this Warrant solely the kind and amount of shares of stock
and other securities, property, cash or any combination thereof receivable by
the holder of the number of Units for which this Warrant might have been
exercised immediately prior to such reclassification, change, consolidation
or merger. Thereafter, appropriate provision (as reasonably determined by the
Board of Directors) shall be made for adjustment which shall be as nearly
equivalent as practicable to the adjustments in Section 6.

        (c) The above provisions of this Section 7 shall similarly apply to
successive reclassification and changes in Common Stock and to successive
consolidations, mergers, sales or conveyances.

     8. The issue of Units upon the exercise of this Warrant shall be made
without charge to the Holder for any tax in respect of the issue of
certificate for such securities. The Company shall not, however, be required
to pay any tax which may be payable in respect of any transfer involved in
the issue and delivery of any certificate in a name other than that of the
Holder and the Company shall not be required to issue or deliver any such
certificates unless and until the person or persons requesting the issue
thereof shall have


                                     -3-
<PAGE>

paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

     9. (a) Unless registered under the Securities Act of 1933, as amended
(the "Act"), the securities issued upon exercise of this Warrant shall not be
transferable unless, in the opinion of counsel reasonably satisfactory to the
Company, an exemption from registration under applicable securities laws is
available. The securities issued upon the exercise of this Warrant shall be
subject to a stop-transfer order and the certificate or certificates
evidencing any such securities shall bear the following legend and any other
legend which counsel for the Company may deem necessary or advisable:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
     TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS SO REGISTERED OR UNLESS IN
     THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, AN
     EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

        (b) Additional restrictions and limitations may apply to resales outside
the United States. Such further limitations and restrictions shall be
evidenced by legends placed on the certificates evidencing securities issued
upon the exercise of this Warrant.

        (c) Notwithstanding any other term of this Warrant, the Company may
require, as a condition of issuing securities upon the exercise of this
Warrant or permitting the transfer of this Warrant or securities issued upon
exercise of this Warrant, that the Holder and/or transferee execute such
agreements or give such assurances and information as may be required, in the
opinion of counsel for the Company, to satisfy applicable securities laws'
requirements.

     10. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of any Warrant and upon surrender and
cancellation of any Warrant if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder thereof a new Warrant of like date, tenor and denomination.

        11. The Holder of any Warrant shall not have, solely on account of such
status, any rights of a shareholder of the Company, either at law or in
equity, or to any notice of meetings of shareholders or of any other
proceedings of the Company.

        12. This Warrant shall be governed by and construed in accordance with
the laws of the State of Delaware.

        13. (a) If the Company proposes to file a Registration Statement under
the Securities Act (other than in connection with an exchange offer, a
"rights" offering to shareholders, a Registration Statement on Form S-8 or
Form S-4 or any successor forms relating to employee benefit plans or an
acquisition of another entity, or in connection with a dividend reinvestment
plan) with respect to shares of Common Stock (a "Registration Statement"),
the Company shall give written notice of such proposed filing to Holder at
least thirty (30) calendar days before the anticipated filing date of such
Registration Statement or, in the event that the Company has not formulated
its intent to file such Registration Statement at least thirty (30) calendar
days before the anticipated filing date of such Registration Statement, as
soon as practicable upon the formation by the Company of such intent. The
notice shall specify the information


                                     -4-
<PAGE>

required to be provided to the Company by Holder pursuant to paragraph 13(c)
below and shall offer to Holder the opportunity to include in the Piggy
Back Registration Statement such number of Units as Holder may request. The
Company shall not be required to honor any such request if, in the opinion of
counsel to the Company reasonably acceptable to Holder, registration under
the Act is not required for the transfer of Units in the manner proposed by
Holder. The Company shall permit, or, in the case of an offering made through
an underwriter or group of underwriters on a "firm commitment" basis (an
"Underwritten Offering"), shall use its best efforts to cause the managing
underwriter of the proposed Underwritten Offering to permit, such Units to be
included in the proposed Underwritten Offering on the same terms and
conditions as applicable to the shares of Common Stock offered by the Company
and for the account of any person other than the Company, as the case may be.

        (b) Notwithstanding the foregoing, if the managing underwriter of an
Underwritten Offering shall advise the Company in writing that, in its
opinion, the distribution of all or a portion of the Units requested by
Holder to be included in the Registration Statement concurrently with the
shares of Common Stock being registered by the Company would materially
adversely affect the distribution of Common Stock by the Company for its own
account, or for the account of any person or persons that have asserted
demand registration rights under any other agreement with respect to such
registration, then such requested Units shall not be included in the
Registration Statement. If the managing underwriter elects to include less
than all Units, then the number of Units shall be pro rata with other
securities properly requested to be included in the Registration Statement by
other holders pursuant to "piggy back" registration rights under any other
agreement. The Company shall not be required to maintain the Registration
Statement in effect as it relates to Units beyond the period necessary to
comply with the Securities Act (otherwise than pursuant to Rule 415 or any
similar regulation permitting "shelf registration") with respect to the
distribution of the Units included therein.

        (c) In connection with any registration of Units pursuant to paragraphs
13 (a) above, and as a condition to the Company's obligation to register the
Units, Holder shall promptly furnish to the Company such information
regarding Holder, the proposed distribution of the Units by Holder and such
other matters as the Company may reasonably request in writing.

        (d) All expenses incident to the Company's performance of or compliance
with the provisions set forth herein (other than underwriting discounts and
commissions relating to the sale of the Units, and the fees and disbursements
of Holder's counsel, if any) will be borne by the Company. In addition, the
Company shall, without charge to Holder, provide Holder with reasonable
quantities of preliminary prospectuses, final prospectuses and other material
required to effect sales of the Units to the public, and will take
appropriate action to enable the Units to be sold in the State of New York
and such other states as the Company may elect.



                                     -5-
<PAGE>

     14. Without limiting any indemnification rights of the Company or Holder
arising under any other agreement or law, in any registration of Units
pursuant hereto:

        (a) the Company will indemnify and hold harmless Holder against any
losses, claims, damages or liabilities (which shall include, but not be
limited to, all costs of defense and investigation and all attorneys' fees)
to which Holder may become subject under the Act, the Exchange Act or
otherwise insofar as such losses, claims, damages or liability (or actions in
respect thereof) arise out of or are based upon any untrue statement of any
material fact contained, during the effective period thereof, in any
Registration Statement, any preliminary or final prospectus furnished by the
Company, or any amendment or supplement thereto, or arise out of or are based
upon the omission to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided, however, that the Company
shall have no obligation to Holder in respect of any such loss, claim, damage
or liability arising out of or based upon an untrue statement or liability
arising out of or based upon an untrue statement or omission made in a
Registration Statement, preliminary prospectus, prospectus, or amendment or
supplement thereto, in reliance upon and in conformity with written
information furnished by Holder specifically for use in the preparation
thereof.

        (b) Holder will indemnify and hold harmless the Company and each person,
if any, who controls the Company within the meaning of Section 20 of the
Exchange Act against any losses, claims, damages or liabilities (which shall
include, but not be limited to, all costs of defense and investigation and
all attorneys' fees) to which the indemnified party may become subject under
the Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages or liability (or actions in respect thereof) arise out of or are
based upon (i) an untrue statement or omission made in a Registration
Statement, preliminary prospectus, prospectus, preliminary offering circular
or offering circular, or any amendment or supplement, in reliance upon and in
conformity with written information furnished by Holder for use by the
Company in the preparation thereof, or (ii) actions or omissions by Holder or
persons acting on his behalf in the sale of the Shares which are unrelated to
the content of the Registration Statement but which violate the Act, the
Exchange Act or regulations thereunder.

     15. (a) Notwithstanding any other term of this Warrant, unless the Company
shall have prepared, filed and processed to effectiveness a Registration
Statement under the Act with respect to all of the Units on or before June 30,
2001, and such Registration Statement has remained effective for a period of at
least ninety (90) days prior to the Expiration Date (one hundred eighty [180]
days if the Registration Statement is on Form S-3), the Holder shall have the
right at any time after June 30, 2001, to convert this Warrant into that number
of Units (hereinafter referred to as the "Conversion Shares") which shall equal
the product obtained by multiplying all Shares then issuable upon exercise of
the Warrant pursuant to paragraph 2 above by a fraction, the denominator of
which is the Market Price of the Company's Common Stock, as defined below, and
the numerator of which is the difference between the Market Price and the
Exercise price. Where the number of Conversion Units equals "CU", the number of
Shares equals "S", the Exercise Price equals "EP" and the Market Price equals
"MP", the following formula shall determine the number of Conversion Units at
any time issuable upon conversion of this Warrant to Common Stock pursuant to
this paragraph 15(a):

                               CU = S (MP - EP)
                                  -------------
                                       MP

        (b) For purposes of paragraph 15(a) above, the term "Market Price" of
the Company's Common Stock shall mean: (i) if the Common Stock is listed on a
national securities exchange, the average


                                     -6-
<PAGE>

closing prices for the Common Stock reported on such exchange for the five (5)
trading days immediately preceding the date of exercise of the rights of
conversion set forth in paragraph 15(a) (the "Conversion Rights"); or (ii) if
the Common Stock is not listed on a national securities exchange but is
quoted on the Nasdaq Stock Market (Small Cap or National Market System), the
average closing prices for the Common Stock on the Nasdaq Stock Market for
the five (5) trading days immediately preceding the date of exercise of
Conversion Rights; or (iii) if neither (i) nor (ii) above applies, and "bid"
and "asked" prices for the Common Stock are quoted on the National
Association of Securities Dealers, Inc. ("NASD") OTC Bulletin Board and the
average weekly trading volume for the Common Stock as reported on the NASD
Bulletin Board has averaged at least the lesser of (x) 20,000 shares per
trading day, or (y) one (1%) percent of the total number of shares of Common
Stock outstanding during the four calendar weeks immediately preceding the
exercise of Conversion Rights, the average of the mean between the closing
"bid" and "asked" prices reported on the OTC Bulletin Board for the five (5)
trading days immediately preceding the date of exercise of Conversion Rights;
or (iv), if none of subsections (i), (ii) or (iii) apply, as determined by
the Board of Directors of the Company.

        (c) The Conversion Rights shall be exercised in the same manner as
provided in paragraph 2 above, except that payment of the Units Purchase
Price shall not be tendered.

     16. The Company warrants the due authorization, execution and delivery
of this Warrant this 13th day of January 2000.


                                        GENEREX BIOTECHNOLOGY CORPORATION
[SEAL]


                                        By:
                                            -----------------------------
                                              E. Mark Perri, Chairman


                                     -7-
<PAGE>

                             ELECTION TO PURCHASE

The undersigned Holder hereby irrevocably elects (check one): [  ] to exercise
the within Warrant to purchase _____________________________ Units issuable
upon the exercise thereof; [  ] to convert the within Warrant to Units
pursuant to paragraph 15 thereof. The undersigned requests that certificates
for such Units, or, in the case of conversion, the number of Conversion
Shares issuable pursuant to paragraph 15 thereof, be issued in his/her/its
name and delivered to him/her/it at the following address:

________________________________________________________________________________


Date:__________________


________________________________________________________________________________
                                 Signature(s)(**)



________________________________________________________________________________


                                  ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers the
within Warrant to the extent of _____________ Shares(*) purchasable upon
exercise thereof to______________ whose address
is__________________________________________________ and hereby irrevocably
constitute and appoint _______________________________ his/her/its Attorney
to transfer said Warrant on the book of the Company, with full power of
substitution.

Date:___________________


________________________________________________________________________________
                                 Signature(s)(**)

________________________________________________________________________________
* If the Warrant is to be exercised or transferred in its entirety, insert
the word "All" before "Shares"; otherwise insert the number of shares then
purchasable on the exercise thereof as to which transferred or exercised. If
such Warrants shall not be transferred or exercised to purchase all shares
purchasable upon exercise thereof, that a new Warrant to purchase the balance
of such shares be issued in the name of, and delivered to, the Holder at the
address stated below.

** Signature(s) must conform exactly to the names(s) of the Holder as set
forth on the first page of this Warrant.



                                     -8-