Exhibit
10.4

     

    THIS
OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED UNLESS REGISTERED PURSUANT TO APPLICABLE PROVISIONS OF FEDERAL AND
STATE SECURITIES LAWS OR EXEMPT FROM THE REGISTRATION REQUIREMENTS
THEREOF.

    


    AMENDED
AND RESTATED

    GENEREX
BIOTECHNOLOGY CORPORATION

    2006
STOCK PLAN

    INCENTIVE STOCK OPTION
GRANT

    


    This
STOCK OPTION GRANT,
dated as of March 9, 2010 (the “Date of Grant”), is
delivered by Generex
Biotechnology Corporation (the “Company”) to MARK A.
FLETCHER, an employee of the Company (the “Grantee”).

     

    RECITALS

    


    A.           The
Amended and Restated Generex Biotechnology Corporation 2006 Stock Plan (the
“Plan”)
provides for the grant of options to purchase shares of common stock of the
Company.  The Board of Directors of the Company (the “Board”) has decided
to make a stock option grant as an inducement for the Grantee to promote the
best interests of the Company and its stockholders.  A copy of the
Plan is attached as Exhibit A to this
Agreement.  Capitalized terms used in this Agreement and not otherwise
defined shall have the meanings assigned such terms in the Plan.

    


    B.           The
Board is authorized to appoint a committee or individual to administer the
Plan.  If a committee or individual is appointed, all references in
this Agreement to the “Board” shall be deemed to refer to the committee or
individual.

    


    NOW,
THEREFORE, the parties to this Agreement, intending to be legally bound hereby,
agree as follows:

    


    1.           Grant of
Option.

    


    (a)           Subject
to the terms and conditions set forth in this Agreement and in the Plan, the
Company hereby grants to the Grantee an incentive stock option (the “Option”) to purchase
up to THREE
HUNDRED THOUSAND (300,000) shares of common stock of the Company (“Shares”) at an
exercise price of $0.64
per Share.  The Option shall become exercisable according to Paragraph
2 below.

    


    (b)           The
Option is designated as an incentive stock option, as described in Paragraph 5
below.  However, if and to the extent the Option exceeds the limits
for an incentive stock option, as described in Paragraph 5, the Option shall be
a nonqualified stock option.

    


    2.           Exercisability
of Option.  The Option shall
be exercisable as set forth in the following schedule provided that the Grantee
is employed by, or providing service to, the Company (as defined in the Plan) on
the applicable date of exercise:  100,000 Shares will be immediately
exercisable as of the Date of Grant; 100,000 Shares will become exercisable on
August 1, 2010; and 100,000 Shares will become exercisable on August 1,
2011.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    3.           Term of
Option.

    


    (a)         The
Option shall have a term of ten (10) years from the Date of Grant and shall
terminate at the expiration of that period, unless it is terminated at an
earlier date pursuant to the provisions of this Agreement or the
Plan.

    


    (b)         Unless
otherwise specified by the Board, the Option shall automatically terminate on
the date on which the Grantee ceases to be employed by the Company for any
reason, except for the happening of any of the events described in Paragraph
3(c).

    


    (c)         The
Option shall automatically terminate upon the happening of the first of the
following events:

    


    (i)           The
date on which the Board determines that the Grantee has engaged in conduct that
constitutes Cause at any time while the Grantee is employed by the
Company.  In addition, notwithstanding the other provisions of this
Paragraph 3, if the Board determines Grantee has engaged in conduct that
constitutes Cause after the Grantee’s employment terminates for any reason, the
Option shall immediately terminate.

    


    (ii)         
The expiration of the 90-day period after the Grantee ceases to be employed by
the Company, as a result of a termination without Cause or if the Grantee
voluntarily terminated employment or service and provided the Company with at
least 90 days advance written notice of the effective date of such termination
of employment or service with the Company.

    


    (iii)        
The expiration of the one-year period after the Grantee ceases to be employed
by, the Company on account of the Grantee’s Disability.

    


    (iv)        The
expiration of the one-year period after the Grantee ceases to be employed by the
Company, if the Grantee dies while employed by the Company.

    


    Notwithstanding
the foregoing, in no event may the Option be exercised after the date that is
ten (10) years from the Date of Grant.  Any portion of the Option that
is not exercisable at the time the Grantee ceases to be employed by, or provide
service to, the Company shall immediately terminate.

    


    4.           Exercise
Procedures.

    


    (a)         Subject
to the provisions of the foregoing Paragraphs, the Grantee may exercise part or
all of the exercisable Option by giving the Board written notice of intent to
exercise in the manner provided in this Agreement and Section 5(h) of the Plan,
specifying the number of whole Shares as to which the Option is to be
exercised.  On the delivery date, the Grantee shall pay the exercise
price (i) in cash, (ii) with the approval of the Board, by delivering Shares of
the Company which shall be valued at their fair market value on the date of
delivery, (iii) payment through a broker in accordance with procedures permitted
by Regulation T of the Federal Reserve Board, which procedures may or may not be
available, or (iv) by such other method as the Board may approve.  The
Board may impose from time to time such limitations as it deems appropriate on
the use of Shares of the Company to exercise the Option.


    
      
         


      

      
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    (b)           All
obligations of the Company under this Agreement shall be subject to the rights
of the Company as set forth in the Plan to withhold amounts required to be
withheld for any taxes, if applicable.  Subject to Board approval, the
Grantee may elect to satisfy any income tax withholding obligation of the
Company with respect to the Option by having Shares withheld up to an amount
that does not exceed the minimum applicable withholding tax rate for federal
(including FICA), state and local tax liabilities.

    


    (c)           The
obligation of the Company to deliver Shares upon exercise of the Option shall be
subject to all applicable laws, rules, and regulations and such approvals by
governmental agencies as may be deemed appropriate by the Board, including such
actions as Company counsel shall deem necessary or appropriate to comply with
relevant securities laws and regulations.

    


    5.           Designation
as Incentive Stock Option.

    


    (a)           This
Option is designated an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”).  If
the aggregate fair market value of the stock on the Date of Grant with respect
to which incentive stock options are exercisable for the first time by the
Grantee during any calendar year, under the Plan or any other stock option plan
of the Company or a parent or subsidiary, exceeds $100,000, then the Option, as
to the excess, shall be treated as a nonqualified stock option that does not
meet the requirements of Section 422.  If and to the extent that the
Option fails to qualify as an incentive stock option under the Code, the Option
shall remain outstanding according to its terms as a nonqualified stock
option.

    


    (b)           The
Grantee understands that favorable incentive stock option tax treatment is
available only if the Option is exercised while the Grantee is an employee of
the Company or a parent or subsidiary or within a time specified in the Code
after the Grantee ceases to be an employee.  The Grantee should
consult with his or her tax adviser regarding the tax consequences of the
Option.

    


    6.           Change of
Control.  The provisions of
the Plan applicable to a Change of Control shall apply to the Option, and, in
the event of a Change of Control, the Board may take such actions as it deems
appropriate pursuant to the Plan.

    


    7.           Cancellation
and Rescission of Options.  The Grantee
acknowledges and understands that the Option is subject to the cancellation and
rescission provisions of Section 12 of the Plan.

    


    8.           Restrictions
on Exercise.  Only the Grantee
may exercise the Option during the Grantee’s lifetime.  After the
Grantee’s death, the Option shall be exercisable (subject to the limitations
specified in the Plan) solely by the legal representatives of the Grantee, or by
the person who acquires the right to exercise the Option by will or by the laws
of descent and distribution, to the extent that the Option is exercisable
pursuant to this Agreement.


    
      
         


      

      
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    9.           Grant
Subject to Plan Provisions.  This grant is
made pursuant to the Plan, the terms of which are incorporated herein by
reference, and in all respects shall be interpreted in accordance with the
Plan.  The grant and exercise of the Option are subject to the
provisions of the Plan and to interpretations, regulations and determinations
concerning the Plan established from time to time by the Board in accordance
with the provisions of the Plan, including, but not limited to, provisions
pertaining to (i) rights and obligations with respect to withholding taxes,
(ii) the registration, qualification or listing of the Shares, (iii)
changes in capitalization of the Company and (iv) other requirements of
applicable law.  The Board shall have the authority to interpret and
construe the Option pursuant to the terms of the Plan, and its decisions shall
be conclusive as to any questions arising hereunder.

    


    10.           No
Employment or Other Rights.  The grant of the
Option shall not confer upon the Grantee any right to be retained by or in the
employ or service of the Company and shall not interfere in any way with the
right of the Company to terminate the Grantee’s employment or service at any
time.  The right of the Company to terminate at will the Grantee’s
employment or service at any time for any reason is specifically
reserved.

    


    11.           No
Stockholder Rights.  Neither the
Grantee, nor any person entitled to exercise the Grantee’s rights in the event
of the Grantee’s death, shall have any of the rights and privileges of a
stockholder with respect to the Shares subject to the Option, until certificates
for Shares have been issued upon the exercise of the Option.

    


    12.           Assignment
and Transfers.  The rights and
interests of the Grantee under this Agreement may not be sold, assigned,
encumbered or otherwise transferred except, in the event of the death of the
Grantee, by will or by the laws of descent and distribution.  In the
event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or
otherwise dispose of the Option or any right hereunder, except as provided for
in this Agreement, or in the event of the levy or any attachment, execution or
similar process upon the rights or interests hereby conferred, the Company may
terminate the Option by notice to the Grantee, and the Option and all rights
hereunder shall thereupon become null and void.  The rights and
protections of the Company hereunder shall extend to any successors or assigns
of the Company and to the Company’s parents, subsidiaries, and
affiliates.  This Agreement may be assigned by the Company without the
Grantee’s consent.

    


    13.           Notice.  Any notice to the
Company provided for in this instrument shall be addressed to the Company in
care of the President, 33 Harbor Square, Suite 202, Toronto, Ontario, Canada,
M5J 2G2, and any notice to the Grantee shall be addressed to such Grantee at the
current address shown on the payroll of the Company, or to such other address as
the Grantee may designate to the Company in writing.  Any notice shall
be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post
office regularly maintained by the United States Postal Service or Canada
Post.

    


    [Signatures
Appear on Following Page]


    
      
         


      

      
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    IN WITNESS WHEREOF, the
Company has caused its duly authorized officers to execute and attest this
Agreement, and the Grantee has executed this Agreement, effective as of the Date
of Grant.

    


    
      
        	 
      	 
      	
                GENEREX
      BIOTECHNOLOGY CORPORATION

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Per:

              	
                  /s/ Anna E.
    Gluskin

              
	 
      	 
      	
                Name:  

              	
                Anna
      E. Gluskin

              
	 
      	 
      	
                Title:  

              	
                President
      and Chief Executive Officer

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Per:

              	
                  /s/ Rose C.
    Perri

              
	 
      	 
      	
                Name:  

              	
                Rose
      C. Perri

              
	 
      	 
      	
                Title:

              	
                Chief
      Financial Officer

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                ACCEPTED:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  /s/ Mark A.
      Fletcher

              
	 
      	 
      	
                Mark
      A. Fletcher, Grantee

              


      

    


    
      
         


      

      
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    EXHIBIT
A