WARRANT


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE
STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM, REASONABLY ACCEPTABLE
TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR UNLESS
SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH OFFER, SALE, ASSIGNMENT OR
TRANSFER MUST ALSO COMPLY WITH THE APPLICABLE STATE SECURITIES LAWS.



                           Generex Biotechnology Corp.
                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: ___                                       Number of Shares: ______
Date of Issuance: January 7, 2000


Generex Biotechnology Corp., a Delaware corporation (the "Company"), hereby
certifies that, for Ten United States Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, ____________________, the registered holder hereof or its
permitted assigns, is entitled, subject to the terms set forth below, to
purchase from the Company upon surrender of this Warrant, at any time or times
on or after the date hereof, but not after 11:59 P.M. Central Time on the
Expiration Date (as defined herein) ______________________________________
(______) fully paid nonassessable shares of Common Stock (as defined herein) of
the Company (the "Warrant Shares") at the purchase price per share provided in
Section 1(b) below.

     Section 1.

        (a) Securities Purchase Agreement. This Warrant is one of the
Warrants (the "Warrants") issued pursuant to the terms of that certain
Securities Purchase Agreement dated as of January 7, 2000 (the "Closing
Date"), among the Company and the Buyers referred to therein (the "Securities
Purchase Agreement").



<PAGE>

        (b) Definitions. The following words and terms as used in this
Warrant shall have the following meanings:

           (i) "Approved Stock Plan" shall mean any employee benefit plan which
has been approved by the Board of Directors of the Company, pursuant to which
the Company's securities may be issued to any employee, officer, director,
consultant or other service provider for services provided to the Company.

           (ii) "Common Stock" means (i) the Company's common stock, $.001 par
value per share, and (ii) any capital stock into which such Common Stock
shall have been changed or any capital stock resulting from a reclassification
of such Common Stock.

           (iii) "Common Stock Deemed Outstanding" means, at any given time, the
number of shares of Common Stock actually outstanding at such time, plus the
number of shares of Common Stock deemed to be outstanding pursuant to
Sections 8(b)(i) and 8(b)(ii) hereof regardless of whether the Options (as
defined below) or Convertible Securities (as defined below) are actually
exercisable or convertible at such time, but excluding any shares of Common
Stock owned or held by or for the account of the Company or issuable upon
exercise of the Warrants.

           (iv) "Convertible Securities" means any stock or securities (other
than Options) directly or indirectly convertible into or exchangeable for
Common Stock.

           (v) "Expiration Date" means the date three (3) years from the date of
this Warrant or, if such date falls on a Saturday, Sunday or other day on
which banks are required or authorized to be closed in the City of Chicago or
the State of Illinois or on which trading does not take place on the
principal exchange or automated quotation system on which the Common Stock is
traded (a "Holiday"), the next date that is not a Holiday.

           (vi) "Options" means any rights, warrants or options to subscribe for
or purchase Common Stock or Convertible Securities.

           (vii) "Other Securities" means (i) the other Warrants and (ii) the
shares of Common Stock issued pursuant to the Securities Purchase Agreement.

           (viii) "Person" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a government or any department or agency thereof.

           (ix) "Principal Market" means the Nasdaq Bulletin Board System,
Nasdaq National Market or Nasdaq Small-Cap Market.

           (x) "Securities Act" means the Securities Act of 1933, as amended.

           (xi) "Warrant" means this Warrant and all Warrants issued in
exchange, transfer or replacement of any thereof.



                                     -2-
<PAGE>

           (xii) "Warrant Exercise Price" shall be $7.00 per common share,
subject to adjustment as hereinafter provided.

     Section 2. Exercise of Warrant.

        (a) Subject to the terms and conditions hereof, this Warrant may be
exercised by the holder hereof then registered on the books of the Company,
in whole or in part, at any time on any business day on or after the opening
of business on the date hereof and prior to 11:59 P.M. Central Time on the
Expiration Date by (i) delivery of a written notice, in the form of the
subscription notice attached as Exhibit A hereto (the "Exercise Notice"), of
such holder's election to exercise this Warrant, which notice shall specify
the number of Warrant Shares to be purchased, (ii) (A) payment to the Company
of an amount equal to the Warrant Exercise Price multiplied by the number of
Warrant Shares as to which this Warrant is being exercised (plus any
applicable issue or transfer taxes) (the "Aggregate Exercise Price") in cash
or by check or wire transfer or (B) by notifying the Company that it should
subtract from the number of Warrant Shares issuable to the holder upon such
exercise an amount of Warrant Shares having a last reported sale price (as
reported by Bloomberg) on the date immediately preceding the date of the
subscription notice equal to the Aggregate Exercise Price of the Warrant
Shares for which this Warrant is being exercised (a "Cashless Exercise"), and
(iii) the surrender to a common carrier for delivery to the Company as soon
as practicable following such date, this Warrant (or an indemnification
undertaking with respect to this Warrant in the case of its loss, theft or
destruction); provided, that if such Warrant Shares are to be issued in any
name other than that of the registered holder of this Warrant, such issuance
shall be deemed a transfer and the provisions of Section 7 shall be
applicable. In the event of any exercise of the rights represented by this
Warrant in compliance with this Section 2(a), a certificate or certificates
for the Warrant Shares so purchased, in such denominations as may be
requested by the holder hereof and registered in the name of, or as directed
by, the holder, shall be delivered at the Company's expense to, or as
directed by, such holder as soon as practicable, and in no event later than
five (5) business days, after the Company's receipt of the Exercise Notice,
the Aggregate Exercise Price and this Warrant (or an indemnification
undertaking with respect to this Warrant in the case of its loss, theft or
destruction). Upon delivery of the Exercise Notice and Aggregate Exercise
Price referred to in clause (ii) (A) above or notification to the Company of
a Cashless Exercise referred to in clause (ii) (B) above, the holder of this
Warrant shall be deemed for all corporate purposes to have become the holder
of record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date of delivery of this Warrant as required
by clause (iii) above or the certificates evidencing such Warrant Shares. In
the case of a dispute as to the determination of the Warrant Exercise Price,
the Company shall promptly issue to the holder the number of shares of Common
Stock that is not disputed and shall submit the disputed determinations or
arithmetic calculations to the holder via facsimile within five (5) business
days of receipt of the holder's subscription notice. If the holder and the
Company are unable to agree upon the determination of the Warrant Exercise
Price or arithmetic calculation of the Warrant Shares within five (5)
business days of such disputed determination or arithmetic calculation being
submitted to the holder, then the Company shall immediately submit via
facsimile (i) the disputed determination of the Warrant Exercise Price to an
independent, reputable investment banking firm or (ii) the disputed
arithmetic calculation of the Warrant Shares to its independent, outside
accountant. The


                                     -3-
<PAGE>

Company shall cause the investment banking firm or the accountant, as
the case may be, to perform the determinations or calculations and notify the
Company and the holder of the results no later than forty-eight (48) hours
from the time it receives the disputed determinations or calculations. Such
investment banking firm's or accountant's determination or calculation, as
the case may be, shall be deemed conclusive absent manifest error and the
Company shall be liable for the costs and expenses related to such
determination or calculation.

        (b) Unless the rights represented by this Warrant shall have expired
or shall have been fully exercised, the Company shall, as soon as practicable
and in no event later than five (5) business days after any exercise and at
its own expense, issue a new Warrant identical in all respects to this
Warrant exercised except it shall represent rights to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this
Warrant exercised, less the number of Warrant Shares with respect to which
such Warrant is exercised.

        (c) If the Company shall fail for any reason or for no reason to
issue to the holder on a timely basis as described in this Section 2, a
certificate for the number of shares of Common Stock to which the holder is
entitled upon the holder's exercise of this Warrant or a new Warrant for the
number of shares of Common Stock to which such holder is entitled pursuant to
Section 2(b) hereof, the Company shall, in addition to any other remedies
under this Warrant or the Securities Purchase Agreement or otherwise
available to such holder, including any indemnification under the Securities
Purchase Agreement, pay as additional damages in cash to such holder on each
day the issuance of such Common Stock certificate or new Warrant, as the case
may be, is not timely effected an amount equal to .25% of the product of (A)
the sum of the number of shares of Common Stock not issued to the holder on a
timely basis and to which the holder is entitled and/or, the number of shares
represented by the portion of this Warrant which is not being converted, as
the case may be, and (B) the average of the closing bid price of the Common
Stock for the three consecutive trading days immediately preceding the last
possible date which the Company could have issued such Common Stock or
Warrant, as the case may be, to the holder without violating this Section 2.

     Section 3. Covenants as to Common Stock. The Company hereby covenants
and agrees as follows:

        (a) This Warrant is, and any Warrant issued in substitution for or
replacement of this Warrant will upon issuance be, duly authorized and
validly issued.

        (b) All Warrant Shares which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued,
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof.

        (c) During the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved at least 100% of the number of shares of Common Stock needed to
provide for the exercise of the rights then represented by this Warrant and
the par value of said shares will at all times be less than or equal to the
applicable Warrant Exercise Price.

                                     -4-
<PAGE>

        (d) The Company shall promptly secure the listing of the shares of
Common Stock issuable upon exercise of this Warrant upon each national
securities exchange or automated quotation system, if any, upon which shares
of Common Stock are then listed (subject to official notice of issuance upon
exercise of this Warrant) and shall maintain, so long as any other shares of
Common Stock shall be so listed, such listing of all shares of Common Stock
from time to time issuable upon the exercise of this Warrant; and the Company
shall so list on each national securities exchange or automated quotation
system, as the case may be, and shall maintain such listing of, any other
shares of capital stock of the Company issuable upon the exercise of this
Warrant if and so long as any shares of the same class shall be listed on
such national securities exchange or automated quotation system.

        (e) The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue 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 by it hereunder, but will at all
times in good faith assist in the carrying out of all the provisions of this
Warrant and in the taking of all such action as may reasonably be requested
by the holder of this Warrant in order to protect the exercise privilege of
the holder of this Warrant against dilution or other impairment, consistent
with the tenor and purpose of this Warrant will take all such actions as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock upon the exercise
of this Warrant.

        (f) This Warrant will be binding upon any entity succeeding to the
Company by merger, consolidation or acquisition of all or substantially all
of the Company's assets.

     Section 4. Taxes. The Company shall pay any and all taxes which may
be payable with respect to the issuance and delivery of Warrant Shares upon
exercise of this Warrant.

     Section 5. Warrant Holder Not Deemed a Stockholder. Except as
otherwise specifically provided herein, no holder, as such, of this Warrant
shall be entitled to vote or receive dividends or be deemed the holder of
shares of the Company for any purpose, nor shall anything contained in this
Warrant be construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or
otherwise, prior to the issuance to the holder of this Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of
this Warrant. In addition, nothing contained in this Warrant shall be
construed as imposing any liabilities on such holder to purchase any
securities (upon exercise of this Warrant or otherwise) or as a stockholder
of the Company, whether such liabilities are asserted by the Company or by
creditors of the Company. Notwithstanding this Section 5, the Company will
provide the holder of this Warrant with copies of the same notices and other
information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.

                                     -5-
<PAGE>

     Section 6. Representations of Holder. The holder of this Warrant, by
the acceptance hereof, represents that it is acquiring this Warrant and the
Warrant Shares for its own account for investment only and not with a view
towards, or for resale in connection with, the public sale or distribution of
this Warrant or the Warrant Shares, except pursuant to sales registered or
exempted under the Securities Act; provided, however, that by making the
representations herein, the holder does not agree to hold this Warrant or any
of the Warrant Shares for any minimum or other specific term and reserves the
right to dispose of this Warrant and the Warrant Shares at any time in
accordance with or pursuant to a registration statement or an exemption under
the Securities Act. The holder of this Warrant further represents, by
acceptance hereof, that, as of this date, such holder is an "accredited
investor" as such term is defined in Rule 501(a)(1) of Regulation D
promulgated by the Securities and Exchange Commission under the Securities
Act (an "Accredited Investor").

     Section 7. Ownership and Transfer.

        (a) The Company shall maintain at its principal executive offices (or
such other office or agency of the Company as it may designate by notice to
the holder hereof), a register for this Warrant, in which the Company shall
record the name and address of the person in whose name this Warrant has been
issued, as well as the name and address of each transferee. The Company may
treat the person in whose name any Warrant is registered on the register as
the owner and holder thereof for all purposes, notwithstanding any notice to
the contrary, but in all events recognizing any transfers made in accordance
with the terms of this Warrant.

        (b) This Warrant and the rights granted to the holder hereof are
transferable, in whole or in part, upon surrender of this Warrant, together
with a properly executed warrant power in the form of Exhibit B attached
hereto; provided, however, that any transfer or assignment shall be subject
to the conditions set forth in Section 7(c) below.

        (c) The holder of this Warrant understands that this Warrant has not
been and is not expected to be, registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or
transferred unless (a) subsequently registered thereunder, or (b) such holder
shall have delivered to the Company an opinion of counsel, in generally
acceptable form, to the effect that the securities to be sold, assigned or
transferred may be sold, assigned or transferred pursuant to an exemption
from such registration; provided that (i) any sale of such securities made in
reliance on Rule 144 promulgated under the Securities Act may be made only in
accordance with the terms of said Rule and further, if said Rule is not
applicable, any resale of such securities under circumstances in which the
seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the Securities Act) may require
compliance with some other exemption under the Securities Act or the rules
and regulations of the Securities and Exchange Commission thereunder; and
(ii) neither the Company nor any other person is under any obligation to
register the Warrants under the Securities Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder.


                                     -6-
<PAGE>

        (d) The Company is obligated to register the Warrant Shares for
resale under the Securities Act pursuant to the Registration Rights Agreement
dated January 7, 2000 by and between the Company and the Buyers listed on the
signature page thereto (the "Registration Rights Agreement") and the initial
holder of this Warrant (and certain assignees thereof) is entitled to the
registration rights in respect of the Warrant Shares as set forth in the
Registration Rights Agreement.

     Section 8. Adjustment of Warrant Exercise Price and Number of Shares.
The Warrant Exercise Price and the number of shares of Common Stock issuable
upon exercise of this Warrant shall be adjusted from time to time as follows:

        (a) Adjustment of Warrant Exercise Price and Number of Shares upon
Issuance of Common Stock. Except for Company Common Stock issued upon
exercise or conversion of securities issued prior to the Closing Date, if and
whenever on or after the date of issuance of this Warrant, the Company issues
or sells, or in accordance with Section 8(b) is deemed to have issued or
sold, any shares of Common Stock (including the issuance or sale of shares of
Common Stock owned or held by or for the account of the Company, but
excluding shares of Common Stock deemed to have been issued by the Company in
connection with an Approved Stock Plan or upon exercise or conversion of the
Other Securities) for a consideration per share less than the Warrant
Exercise Price in effect immediately prior to such time (the "Applicable
Price"), then immediately after such issue or sale the Warrant Exercise Price
then in effect shall be reduced to an amount equal to the product of (x) the
Warrant Exercise Price in effect immediately prior to such issue or sale and
(y) the quotient determined by dividing (1) the sum of (I) the product
derived by multiplying the Applicable Price by the number of shares of Common
Stock Deemed Outstanding immediately prior to such issue or sale, plus (II)
the consideration, if any, received by the Company upon such issue or sale,
by (2) the product derived by multiplying the (I) Applicable Price by (II)
the number of shares of Common Stock Deemed Outstanding immediately after
such issue or sale. Upon each such adjustment of the Warrant Exercise Price
hereunder, the number of shares of Common Stock acquirable upon exercise of
this Warrant shall be adjusted to the number of shares determined by
multiplying the Warrant Exercise Price in effect immediately prior to such
adjustment by the number of shares of Common Stock acquirable upon exercise
of this Warrant immediately prior to such adjustment and dividing the product
thereof by the Warrant Exercise Price resulting from such adjustment.

        (b) Effect on Warrant Exercise Price of Certain Events. For purposes
of determining the adjusted Warrant Exercise Price under Section 8(a) above,
the following shall be applicable:

           (i) Issuance of Options. If the Company in any manner grants any
Options and the lowest price per share for which one share of Common Stock is
issuable upon the exercise of any such Option or upon conversion or exchange
of any Convertible Securities issuable upon exercise of any such Option is
less than the Applicable Price, then such share of Common Stock shall be
deemed to be outstanding and to have been issued and sold by the Company at
the time of the granting or sale of such Option for such price per share. For
purposes of this Section 8(b)(i), the "lowest price per share for which one
share of Common Stock is issuable upon exercise


                                     -7-
<PAGE>

of such Options or upon conversion or exchange of such Convertible Securities"
shall be equal to the sum of the lowest amounts of consideration (if
any) received or receivable by the Company with respect to any one share of
Common Stock upon the granting or sale of the Option, upon exercise of the
Option and upon conversion or exchange of any Convertible Security issuable
upon exercise of such Option. No further adjustment of the Warrant Exercise
Price shall be made upon the actual issuance of such Common Stock or of such
Convertible Securities upon the exercise of such Options or upon the actual
issuance of such Common Stock upon conversion or exchange of such Convertible
Securities. Notwithstanding the foregoing, no adjustment shall be made
pursuant to this Section 8(b)(i) to the extent that such adjustment is based
solely on the fact that the Convertible Securities issuable upon exercise of
such Option are convertible into or exchangeable for Common Stock at a price
which varies with the market price of the Common Stock.

           (ii) Issuance of Convertible Securities. If the Company in any manner
issues or sells any Convertible Securities and the lowest price per share for
which one share of Common Stock is issuable upon such conversion or exchange
thereof is less than the Applicable Price, then such share of Common Stock
shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the issuance or sale of such Convertible Securities
for such price per share. For the purposes of this Section 8(b)(ii), the
"lowest price per share for which one share of Common Stock is issuable upon
such conversion or exchange" shall be equal to the sum of the lowest amounts
of consideration (if any) received or receivable by the Company with respect
to one share of Common Stock upon the issuance or sale of the Convertible
Security and upon conversion or exchange of such Convertible Security. No
further adjustment of the Warrant Exercise Price shall be made upon the
actual issuance of such Common Stock upon conversion or exchange of such
Convertible Securities, and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options for which adjustment of the
Warrant Exercise Price had been or are to be made pursuant to other
provisions of this Section 8(b), no further adjustment of the Warrant
Exercise Price shall be made by reason of such issue or sale. Notwithstanding
the foregoing, no adjustment shall be made pursuant to this Section 8(b)(ii)
to the extent that such adjustment is based solely on the fact that such
Convertible Securities are convertible into or exchangeable for Common Stock
at a price which varies with the market price of the Common Stock.

           (iii) Change in Option Price or Rate of Conversion. If the purchase
price provided for in any Options, the additional consideration, if any,
payable upon the issue, conversion or exchange of any Convertible Securities,
or the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock changes at any time, the Warrant Exercise Price
in effect at the time of such change shall be adjusted to the Warrant
Exercise Price which would have been in effect at such time had such Options
or Convertible Securities provided for such changed purchase price,
additional consideration or changed conversion rate, as the case may be, at
the time initially granted, issued or sold and the number of shares of Common
Stock acquirable hereunder shall be correspondingly readjusted. For purposes
of this Section 8(b)(iii), if the terms of any Option or Convertible Security
that was outstanding as of the date of issuance of this Warrant are changed
in the manner described in the immediately preceding sentence, then such
Option or Convertible Security and the Common Stock deemed issuable upon
exercise, conversion or exchange thereof


                                     -8-
<PAGE>

shall be deemed to have been issued as of the date of such change. No
adjustment shall be made if such adjustment would result in an increase of
the Warrant Exercise Price then in effect.

        (c) Effect on Warrant Exercise Price of Certain Events. For purposes
of determining the adjusted Warrant Exercise Price under Sections 8(a) and
8(b), the following shall be applicable:

           (i) Calculation of Consideration Received. In case any Option is
issued in connection with the issue or sale of other securities of the
Company, together comprising one integrated transaction in which no specific
consideration is allocated to such Options by the parties thereto, the
Options will be deemed to have been issued for a consideration of $.01. If
any Common Stock, Options or Convertible Securities are issued or sold or
deemed to have been issued or sold for cash, the consideration received
therefor will be deemed to be the net amount received by the Company
therefor. If any Common Stock, Options or Convertible Securities are issued
or sold for a consideration other than cash, the amount of such consideration
received by the Company will be the fair value of such consideration, except
where such consideration consists of publicly-traded securities, in which
case the amount of consideration received by the Company will be the market
price of such securities for the twenty (20) consecutive trading days
immediately preceding the date of receipt. If any Common Stock, Options or
Convertible Securities are issued to the owners of the non-surviving entity
in connection with any merger in which the Company is the surviving entity,
the amount of consideration therefor will be deemed to be the fair value of
such portion of the net assets and business of the non-surviving entity as is
attributable to such Common Stock, Options or Convertible Securities, as the
case may be. The fair value of any consideration other than cash or
publicly-held securities will be determined jointly by the Company and the
holders of Warrants representing a majority of the shares of Common Stock
obtainable upon exercise of the Warrants then outstanding. If such parties
are unable to reach agreement within ten (10) days after the occurrence of an
event requiring valuation (the "Valuation Event"), the fair value of such
consideration will be determined within five business days after the tenth
(10th) day following the Valuation Event by an independent, reputable
appraiser jointly selected by the Company and the holders of Warrants
representing a majority of the shares of Common Stock obtainable upon
exercise of the Warrants then outstanding. The determination of such
appraiser shall be final and binding upon all parties and the fees and
expenses of such appraiser shall be borne by the Company.

           (ii) Record Date. If the Company takes a record of the holders of
Common Stock for the purpose of entitling them (1) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible
Securities or (2) to subscribe for or purchase Common Stock, Options or
Convertible Securities, then such record date will be deemed to be the date
of the issue or sale of the shares of Common Stock deemed to have been issued
or sold upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

        (d) Adjustment of Warrant Exercise Price upon Subdivision or
Combination of Common Stock. If the Company at any time after the date of
issuance of this Warrant subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its


                                     -9-
<PAGE>

outstanding shares of Common Stock into a greater number of shares,
the Warrant Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced and the number of shares of Common Stock
obtainable upon exercise of this Warrant will be proportionately increased.
If the Company at any time after the date of issuance of this Warrant
combines (by combination, reverse stock split or otherwise) one or more
classes of its outstanding shares of Common Stock into a smaller number of
shares, the Warrant Exercise Price in effect immediately prior to such
combination will be proportionately increased and the number of shares of
Common Stock obtainable upon exercise of this Warrant will be proportionately
decreased.

        (e) Adjustment of Warrant Exercise Price Due to Fluctuation in
Closing Bid Price. In the event of either (i) during the five (5) trading day
period ending on the trading day immediately preceding the effective date of
the Registration Statement (as that term is defined in the Registration
Rights Agreement) covering for resale the Warrant Shares, the average of the
closing bid prices of the Company's common stock for such period is less than
$4.00 (Four Dollars) per common share (such amount to be adjusted in the same
manner as any adjustment in the Warrant Exercise Price effected since the
date of this Warrant pursuant to Section 8(d)) or (ii) during any five (5)
trading day period ending on any January 7 or July 7 (or if such date is not
a trading day, the immediately following trading day) during the term of this
Warrant or the Expiration Date, the average of the closing bid prices of the
Company's common stock for such applicable period is less than $4.00 (Four
Dollars) per common share (such amount to be adjusted in the same manner as
any adjustment in the Warrant Exercise Price effected since the date of this
Warrant pursuant to Section 8(d)), then, in either case, the Warrant Exercise
Price shall be automatically reset to the lower of (x) $2.00 (Two Dollars)
per common share (such amount to be adjusted in the same manner as any
adjustment to the Warrant Exercise Price effected since the date of this
Warrant pursuant to Section 8(d)) or (y) the Warrant Exercise Price then in
effect.

        (f) Distribution of Assets. If the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its
assets) to holders of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other
securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement or other transaction) (a
"Distribution"), at any time after the issuance of this Warrant, then, in
each such case:

           (i) the Warrant Exercise Price in effect immediately prior to the
close of business on the record date fixed for the determination of holders
of Common Stock entitled to receive the Distribution shall be reduced,
effective as of the close of business on such record date, to a price
determined by multiplying such Warrant Exercise Price by a fraction of which
(A) the numerator shall be the Closing bid price on the trading day
immediately preceding such record date minus the value of the Distribution
(as determined in good faith by the Company's Board of Directors) applicable
to one share of Common Stock, and (B) the denominator shall be the Closing
bid price on the trading day immediately preceding such record date; and

        (ii) either (A) the number of Warrant Shares obtainable upon exercise
of this Warrant shall be increased to a number of shares equal to the number
of shares of Common


                                    -10-
<PAGE>

Stock obtainable immediately prior to the close of business on the
record date fixed for the determination of holders of Common Stock entitled
to receive the Distribution multiplied by the reciprocal of the fraction set
forth in the immediately preceding clause (i), or (B) in the event that the
Distribution is of common stock of a company whose common stock is traded on
a national securities exchange or a national automated quotation system, then
the holder of this Warrant shall receive an additional warrant to purchase
Common Stock, the terms of which shall be identical to those of this Warrant,
except that such warrant shall be exercisable into the amount of the assets
that would have been payable to the holder of this Warrant pursuant to the
Distribution had the holder exercised this Warrant immediately prior to such
record date and with an exercise price equal to the amount by which the
exercise price of this Warrant was decreased with respect to the Distribution
pursuant to the terms of the immediately preceding clause (i).

        (g) Certain Events. If any event occurs of the type contemplated by
the provisions of this Section 8 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the
Company's Board of Directors will make an appropriate adjustment in the
Warrant Exercise Price and the number of shares of Common Stock obtainable
upon exercise of this Warrant so as to protect the rights of the holders of
the Warrants; provided that no such adjustment will increase the Warrant
Exercise Price or decrease the number of shares of Common Stock obtainable as
otherwise determined pursuant to this Section 8.

        (h) Notices.

           (i) Immediately upon any adjustment of the Warrant Exercise Price,
the Company will give written notice thereof to the holder of this Warrant,
setting forth in reasonable detail, and certifying, the calculation of such
adjustment.

           (ii) The Company will give written notice to the holder of this
Warrant at least twenty (20) days prior to the date on which the Company
closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock, (B) with respect to any pro rata
subscription offer to holders of Common Stock or (C) for determining rights
to vote with respect to any Organic Change (as defined below), dissolution or
liquidation, provided that such information shall be made known to the public
prior to or in conjunction with such notice being provided to such holder.

           (iii) The Company will also give written notice to the holder of this
Warrant at least twenty (20) days prior to the date on which any Organic
Change, dissolution or liquidation will take place, provided that such
information shall be made known to the public prior to or in conjunction with
such notice being provided to such holder.

     Section 9. Purchase Rights; Reorganization, Reclassification,
Consolidation, Merger or Sale. (a) In addition to any adjustments pursuant to
Section 8 above, if at any time the Company grants, issues or sells any
Options, Convertible Securities or rights to purchase stock, warrants,
securities or other property pro rata to the record holders of any class of
Common Stock (the


                                    -11-
<PAGE>

"Purchase Rights"), then the holder of this Warrant will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which such holder could have acquired if such holder had held
the number of shares of Common Stock acquirable upon complete exercise of
this Warrant immediately before the date on which a record is taken for the
grant, issuance or sale of such Purchase Rights, or, if no such record is
taken, the date as of which the record holders of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights.

        (b) Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the Company's
assets to another Person or other transaction which is effected in such a way
that holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock is referred to herein as "Organic Change." Prior to
the consummation of any (i) sale of all or substantially all of the Company's
assets to an acquiring Person or (ii) other Organic Change following which
the Company is not a surviving entity, the Company will secure from the
Person purchasing such assets or the successor resulting from such Organic
Change (in each case, the "Acquiring Entity") written agreement (in form and
substance satisfactory to the holders of Warrants representing a majority of
the shares of Common Stock obtainable upon exercise of the Warrants then
outstanding) to deliver to each holder of Warrants in exchange for such
Warrants, a security of the Acquiring Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant and
satisfactory to the holders of the Warrants (including, an adjusted warrant
exercise price equal to the value for the Common Stock reflected by the terms
of such consolidation, merger or sale, and exercisable for a corresponding
number of shares of Common Stock acquirable and receivable upon exercise of
the Warrants, if the value so reflected is less than the Warrant Exercise
Price in effect immediately prior to such consolidation, merger or sale).
Prior to the consummation of any other Organic Change, the Company shall make
appropriate provision (in form and substance satisfactory to the holders of
Warrants representing a majority of the shares of Common Stock obtainable
upon exercise of the Warrants then outstanding) to insure that each of the
holders of the Warrants will thereafter have the right to acquire and receive
in lieu of or in addition to (as the case may be) the shares of Common Stock
immediately theretofore acquirable and receivable upon the exercise of such
holder's Warrants, such shares of stock, securities or assets that would have
been issued or payable in such Organic Change with respect to or in exchange
for the number of shares of Common Stock which would have been acquirable and
receivable upon the exercise of such holder's Warrant as of the date of such
Organic Change (without taking into account any limitations or restrictions
on the exercisability of this Warrant).

     Section 10. Lost, Stolen, Mutilated or Destroyed Warrant. If this
Warrant is lost, stolen, mutilated or destroyed, the Company shall, on
receipt of an indemnification undertaking, issue a new Warrant of like
denomination and tenor as this Warrant so lost, stolen, mutilated or
destroyed.

     Section 11. Notice. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Warrant must be in writing and will be deemed to have been delivered: (i)
upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file


                                    -12-
<PAGE>

by the sending party); or (iii) one business day after deposit with a
nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:

                  If to the Company:

                           Generex Biotechnology Corp.
                           33 Harbour Square, Suite 202
                           Toronto, Canada M5J 2G2
                           Telephone:       (416) 364-2551
                           Facsimile:       (416) 364-9363
                           Attention:        E. Mark Perri

                  With copy to:

                           Eckert Seamans Cherin & Mellott
                           1515 Market Street, 9th Floor
                           Philadelphia, Pennsylvania 19102-1909
                           Telephone:       (215) 851-8410
                           Facsimile:       (215) 851-8383
                           Attention:       Joseph Chicco, Esq.

If to a holder of this Warrant, to it at the address and facsimile number set
forth on the Schedule of Buyers to the Securities Purchase Agreement, with
copies to such holder's representatives as set forth on such Schedule of Buyers,
or at such other address and facsimile as shall be delivered to the Company upon
the issuance or transfer of this Warrant. Each party shall provide five days'
prior written notice to the other party of any change in address or facsimile
number. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery
service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

     Section 12. Amendments. This Warrant and any term hereof may be
changed, waived, discharged, or terminated only by an instrument in writing
signed by the party or holder hereof against which enforcement of such
change, waiver, discharge or termination is sought.

     Section 13. Date. The date of this Warrant is January 7, 2000. This
Warrant, in all events, shall be wholly void and of no effect after the close
of business on the Expiration Date, except that notwithstanding any other
provisions hereof, the provisions of Section 7 shall continue in full force
and effect after such date as to any Warrant Shares or other securities
issued upon the exercise of this Warrant.



                                    -13-
<PAGE>

     Section 14. Amendment and Waiver. Except as otherwise provided
herein, the provisions of the Warrants may be amended and the Company may
take any action herein prohibited, or omit to perform any act herein required
to be performed by it, only if the Company has obtained the written consent
of the holders of Warrants representing a majority of the shares of Common
Stock obtainable upon exercise of the Warrants then outstanding; provided
that no such action may increase the Warrant Exercise Price of the Warrants
or decrease the number of shares or class of stock obtainable upon exercise
of any Warrants without the written consent of the holder of such Warrant.

     Section 15. Descriptive Headings; Governing Law. The descriptive
headings of the several Sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. This Warrant
shall be governed by the internal laws of the State of Illinois, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Illinois or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of Illinois.

                            [Signature Page Follows]



                                    -14-
<PAGE>


     This Warrant has been duly executed by the Company as of the date
first set forth above.


                                            GENEREX BIOTECHNOLOGY CORP.



                                            By:
                                                ----------------------------
                                            Name:
                                                  --------------------------
                                            Title:
                                                   -------------------------


                                    -15-
<PAGE>


                              EXHIBIT A TO WARRANT

                                SUBSCRIPTION FORM

       TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                         GENEREX BIOTECHNOLOGY CORP.

        The undersigned holder hereby exercises the right to purchase
_________________ of the shares of Common Stock ("Warrant Shares") of Generex
Biotechnology Corp., a Delaware corporation (the "Company"), evidenced by the
attached Warrant (the "Warrant"). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the
Warrant.

        1. Form of Warrant Exercise Price. The Holder intends that payment of
the Warrant Exercise Price shall be made as:

           a "Cash Exercise" with respect to _______________________
           Warrant Shares which shall result in the holder owning ___% of
           the Company's common stock on a fully diluted basis; and/or

           a "Cashless Exercise" with respect to ___________________
           Warrant Shares which shall result in the holder owning ___% of
           the Company's common stock on a fully diluted basis.

         2. Payment of Warrant Exercise Price. In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant Shares to be
issued pursuant hereto, the holder shall pay the sum of $___________________ to
the Company in accordance with the terms of the Warrant.

         3. Delivery of Warrant Shares. The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.


Date: ______________ ___, _____




  Name of Registered Holder

By:
    ----------------------------
Name:
      --------------------------
Title:
       -------------------------

<PAGE>

                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER


FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
________________, Federal Identification No. __________, a warrant to purchase
____________ shares of the capital stock of Generex Biotechnology Corporation, a
Delaware corporation, represented by warrant certificate no. _____, standing in
the name of the undersigned on the books of said corporation. The undersigned
does hereby irrevocably constitute and appoint ______________, attorney to
transfer the warrants of said corporation, with full power of substitution in
the premises.


Dated: _________, 199_




                                            --------------------------------
                                            By:
                                                ----------------------------
                                            Name:
                                                  --------------------------
                                            Title:
                                                   -------------------------