Exhibit
      4.1

    


    


    


    


    


    February
      27, 2006

    


    Cranshire
      Capital, L.P.

    666
      Dundee Road

    Suite
      1901

    Northbrook,
      Illinois

    USA
      60062

    Attention:    Mitchell
      P. Kopin

    


    


    Dear
      Sirs:

    


    
      	
              Re:

            	
              Generex
                Biotechnology Corporation 

              -
                Amendments to
                Warrants

            


    

    


    We
      make
      reference to (a) the common stock purchase warrant issued by Generex
      Biotechnology Corporation (the “Company”)
      to
      Cranshire Capital, L.P. (“Cranshire”)
      on
      October 20, 2005 pursuant to which the Company granted to Cranshire the
      entitlement to purchase up to 300,000 shares of the Company’s common stock at
      $1.20 per share, (b) the common stock purchase warrant issued by the Company
      to
      Cranshire on October 27, 2005 pursuant to which the Company granted to Cranshire
      the entitlement to purchase up to 309,756 shares of the Company’s common stock
      at $1.25 per share, (c) the common stock purchase warrant issued by the Company
      to Cranshire on October 27, 2005 pursuant to which the Company granted to
      Cranshire the entitlement to purchase up to 304,878 shares of the Company’s
      common stock at $1.25 per share, (d) the common stock purchase warrant issued
      by
      the Company to Cranshire on December 9, 2005 pursuant to which the Company
      granted to Cranshire the entitlement to purchase up to 1,829,268 shares of
      the
      Company’s common stock at $1.25 per share, and (f) the common stock purchase
      warrant issued by the Company to Cranshire on January 20, 2006 pursuant to
      which
      the Company granted to Cranshire the entitlement to purchase up to 952,381
      shares of the Company’s common stock at $1.05 per share (collectively, the
“Warrants”).

    


    The
      Initial Exercise Date (as that term is defined in each of the Warrants) of
      each
      of the Warrants is expressed therein as the 181st
      day
      after the date thereof. The Company hereby confirms that, in consideration
      of
      the exercise by Cranshire of not less than 100% of the Warrants and the delivery
      to the Company of Notices of Exercise in respect thereof on or before the close
      of business on February 27, 2006, the Company has agreed to abridge the Initial
      Exercise Dates and to honor the aforementioned Notices of Exercise.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    In
      addition, the Company will grant to Cranshire an additional common stock
      purchase warrant pursuant to which the Company will grant to Cranshire the
      entitlement to purchase up to 1,848,142 shares of the Company’s common stock at
      $3.00 per share exercisable for a period of five years from and after August
      27,
      2006.

    


    Yours
      truly,

    


    Generex
      Biotechnology Corporation

    


    


    


    /s/
      Mark A. Fletcher                


    Mark
      A.
      Fletcher

    Executive
      Vice-President, General Counsel

    maf:hs