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 Shares of Common Stock



No. TSGI- ______                                               __________ Shares


     THIS CERTIFIES THAT, for value received, _____________________________
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"), _______________________________________(________) fully
paid and nonassessable shares (the "Shares") of the Company's Common Stock,
$.001 par value per share (the "Common Stock"), at a price of SEVEN and
50/100 ($7.50) DOLLARS per Share (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 31, 2004.

     2. This Warrant may be exercised during the Exercise Period as to the
whole or any lesser number of whole Shares 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 Shares covered
by such exercise (the "Shares 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 Shares 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 Shares 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 Shares
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
Shares 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
outstanding immediately after giving effect to such action, and of which the
numerator shall be the number


                                     -2-
<PAGE>

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 Shares purchasable
upon exercise of this Warrant shall simultaneously be adjusted by multiplying
the number of Shares 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 Share.

     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 Shares of Common Stock 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 Articles 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 Shares of Common
Stock 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 the Shares of
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 Shares into two or more classes or series of Shares), 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 Shares 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 Shares of Common Stock and to
successive consolidations, mergers, sales or conveyances.

     8. The issue of any stock or other certificate upon the exercise of this
Warrant shall be made without charge to the Holder for any tax in respect of
the issue of such certificate. 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


                                     -3-
<PAGE>

shall have 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"), this Warrant and Shares or other securities issued upon exercise
of the 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 Warrant, Shares and other
securities issued upon the exercise of this Warrant shall be subject to a
stop-transfer order and the certificate or certificates evidencing any such
Shares or securities shall bear the following legend and any other legend
which counsel for the Company may deem necessary or advisable:

     THE SHARES 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 the resale of
this Warrant and Shares outside the United States. Such further limitations
and restrictions shall be evidenced by legends placed on the certificates
evidencing such securities.

        (c) Notwithstanding any other term of this Warrant, the Company may
require, as a condition of issuing Shares or other securities upon the
exercise of this Warrant or permitting the transfer of this Warrant or Shares
or other 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


                                     -4-
<PAGE>

practicable upon the formation by the Company of such intent. The notice
shall specify the information 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 Shares 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 the Shares 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 Shares 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 Shares 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 such securities 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 Shares shall not be included in the
Registration Statement. If the managing underwriter elects to include less
than all Shares, then the number of Shares 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 Shares 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 Shares included therein.

        (c) In connection with any registration of Shares pursuant to paragraphs
13 (a) above, and as a condition to the Company's obligation to register the
Shares, Holder shall promptly furnish to the Company such information
regarding Holder, the proposed distribution of the Shares 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 Shares, 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 Shares to the public, and will
take appropriate action to enable the Shares to be sold in the State of New
York and such other states as the Company may elect.

        (e) Notwithstanding anything to the contrary in paragraph (a) above, the
term Registration Statement as used herein shall not include any registration
statement filed by the Company under the Securities Act for the purpose of
registering Common Stock and Series CU Warrants which were sold by the
Company in January 2000.


                                     -5-
<PAGE>

     14. Without limiting any indemnification rights of the Company or Holder
arising under any other agreement or law, in any registration of Shares
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 Shares on or
before December 31, 2003, and such Registration Statement shall have 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 December 31, 2003, to
convert this Warrant into that number of Shares (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 Shares equals "CS", 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 Shares at any time issuable
upon conversion of this Warrant to Common Stock pursuant to this paragraph
15(a):

                               CS = 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 Shares Purchase
Price shall not be tendered.

     16. The Company warrants the due authorization, execution and delivery
of this Warrant effective this 31st 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 _____________________________ Shares* of
Common Stock issuable upon the exercise thereof; [ ] to convert the within
Warrant to shares of Common Stock pursuant to paragraph 15 thereof. The
undersigned requests that certificates for such Shares, 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-