Exhibit
            4.3

          June
            1,
            2006

          


          Warrantholder

          


          Attention: 

          


          Dear
            Sirs:

          


          
            	Re:	
                    Generex
                      Biotechnology
                      Corporation

                  


          

          
            	 	
                    -

                  	
                    Amendment
                      to Jan 23 06 Warrant

                  


          

          
            	 	
                    -

                  	
                    Amendment
                      to Feb 28 06 Warrant

                  


          

          


          We
            make
            reference to (a) the common stock purchase warrant (the “January
            Warrant”)
            issued
            by Generex Biotechnology Corporation (the “Company”)
            to
            (“___________”) on January 23, 2006 pursuant to which the Company granted to
            ______________ the entitlement to purchase up to ____________ shares
            of the
            Company’s common stock at $1.60 per share, and (b) the common stock purchase
            warrant (the “February
            Warrant”)
            issued
            by the Company to ___________ on February 28, 2006 pursuant to which
            the Company
            granted to Cranshire the entitlement to purchase up to __________ shares
            of the
            Company’s common stock at $1.25 per share (together, 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 immediate exercise by Cranshire of not less than 100% of the January
            Warrant
            (__________ shares for $_______________) and not less than ____% of the
            February
            Warrant (_________ shares for $__________)1 
            Cranshire exercised the other 50% of the February Warrant on March 6,
            2006.
            (together, the “Warrant
            Exercises”),
            the
            delivery to the Company of Notices of Exercise in respect thereof on
            or before
            the close of business on June 1, 2006, and the payment by Cranshire to
            the
            Company of an the aggregate subscription price of $________________,
            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 __________ shares of the Company’s common stock at
            $2.35 per share exercisable for a period of five years from and after
            December
            1, 2006.

          


          Yours
            truly,

          


          Generex
            Biotechnology Corporation

          


          


          
            	
                    Rose
                      C. Perri

                  	
                    Mark
                      A. Fletcher

                  
	
                    Chief
                      Financial Officer [

                  	
                    Executive
                      Vice-President, 

                    General
                      Counsel

                  


          

          


          

            

            
              1
                Cranshire exercised the other 50% of the February Warrant on March
                6,
                2006.