Exhibit
10.46

    


    EMPLOYMENT
AGREEMENT AMENDMENT

    


    BETWEEN:

    


    GENEREX
BIOTECHNOLOGY CORPORATION,

    a
Delaware Corporation

    (hereinafter
referred to as "Generex")

    


    -
and-

    


    MARK
FLETCHER

    (hereinafter
referred to as the "Employee")

    


    WHEREAS
certain members of the Generex Board are considering various strategic matters
("Matters") the success of which is dependent on certain amendments to the
Executive's current employment terms ("Employment Agreement");

    


    AND
WHEREAS the Employee will benefit from the Matters in the form of opportunities
and certain compensation, including as provided for pursuant to this
Agreement;

    


    THE
PARTIES AGREE AS FOLLOW:

    


    
      	
               
      

            	
              1.

            	
              The
      Employee agrees that, effective upon the execution of this Agreement, the
      terms of his Employment Agreement are amended by deleting the following
      from item (b)(iv) under the Termination heading as provided for in a
      Summary of Employment Terms between Generex and the Employee dated
      February 2003: "(to be defined to include the replacement of Anna Gluskin
      as a director and/or chief executive officer of GNBT)”, and replacing it
      with the following: "(provided that in no event shall the replacement of
      Anna Gluskin as a director and/or chief executive officer of GNBT be
      deemed to be “a change of control of
GNBT”).

            


    

    


    
      	
               
      

            	
              2.

            	
              Except
      as provided for below, all other terms of the Employee's Employment
      Agreement in effect at the date of this Agreement will remain
      unchanged.

            


    

    


    
      	
               
      

            	
              3.

            	
              For
      greater certainty, the Employee and Generex confirm
  that:

            


    

    


    
      	
               
      

            	
              a)

            	
              the
      replacement of Anna E. Gluskin as a director and/or CEO of Generex will
      not entitle the Employee to any payments, compensation, or other rights
      under his Employment Agreement; and

            


    

    


    
      	
               
      

            	
              b)

            	
              should
      the Employee be appointed Interim CEO of Generex, then Generex agrees that
      the Employee's base salary in that role will be US $475,000 per annum effective as
      at the effective date of such
appointment.

            


    

    


    
      	
               
      

            	
              4.

            	
              This
      Agreement may be executed in
counterparts.

            


    

    


    DATED
this 29th day of
September, 2010.

    GENEREX
BIOTECHNOLOGY CORPORATION

    


    
      
        	
                Per:

              	
                /s/  John
  Barratt

              
	
                Name: 

              	
                John
      Barratt

              
	
                Title:

              	
                Director

              
	
                Authorized
      Signing Officer

              


      

    

    


    
      	
              /s/  Mark
Fletcher

            	 
      
	
              Mark
      Fletcher