Exhibit
        4.28.2

      WARRANT

      


      


      THE
        SECURITIES REPRESENTED BY THIS WARRANT AND SECURITIES ISSUABLE UPON EXERCISE
        OF
        THIS WARRANT HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
        UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
        THE
        SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
        SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
        STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE
        SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM REASONABLY ACCEPTABLE TO
        THE
        ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. ANY SUCH
        OFFER, SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH THE APPLICABLE
        STATE
        SECURITIES LAWS.

      


      


      Generex
        Biotechnology Corporation

      Warrant
        To Purchase Common Stock

      


      
        
          	Warrant No.: 2005_____	
                  Number
                    of Shares: 243,902

                
	Date of Original Issuance: July
                  22, 2005	 


        

      

       

      Generex
        Biotechnology Corporation, a Delaware corporation (the “Company”),
        hereby
        certifies that, for good and valuable consideration, the receipt and sufficiency
        of which are hereby acknowledged, Omicron
        Master Trust,
        the
        registered holder hereof or its permitted assigns, is entitled, subject to
        the
        terms set forth below, to purchase from the Company upon surrender of this
        Warrant, at any time or times on or after the date hereof, but not after
        11:59
        P.M. Eastern Time on the Expiration Date (as defined herein) 243,902 fully
        paid
        nonassessable shares of Common Stock (as defined herein) of the Company (the
        “Warrant
        Shares”)
        at the
        purchase price per share provided in Section 1(b) below. 

      


      Section
        1.

      


      (a) Note.
        This
        Warrant is one of a series of Warrants (the “Warrants”)
        issued
        pursuant to the terms of one or more Promissory Note and Agreements,
        as
        amended,
        pursuant
        to which the Company has borrowed funds and issued securities including this
        Warrant between March 28, 2005 and July 22,
        2005
        (collectively, the “Note”).

      


      (b) Definitions.
        The
        following words and terms as used in this Warrant shall have the following
        meanings:


      
        
          
             

          

           

        

        
           

          
            

          

        

        
           

        

      


      (i) “Approved
        Stock Plan”
        shall
        mean any employee benefit plan as defined in Rule 405 under the Securities
        Act
        which has been approved by the Board of Directors of the Company, pursuant
        to
        which the Company’s securities may be issued to any employee, officer, director,
        consultant or other service provider for services provided to the
        Company.

      


      (ii) “Common
        Stock”
        means
        (i) the Company’s common stock, $.001 par value per share, and
        (ii) any capital stock into which such Common Stock shall have been
        changed
        or any capital stock resulting from a reclassification of such Common
        Stock.

      


      (iii) “Conversion
        Entitlement”
        shall
        have the meaning ascribed to it in the Note.

      


      (iv) “Convertible
        Securities”
        means
        any stock or securities (other than Options) directly or indirectly convertible
        into or exchangeable for Common Stock.

      


      (v) “Expiration
        Date”
        means
        July 22,
        2010.

      


      (vi) “Options”
        means
        any rights, warrants, or options to subscribe for or purchase Common Stock
        or
        Convertible Securities. 

      


      (vii) “Person”
        means an
        individual, a limited liability company, a partnership, a joint venture,
        a
        corporation, a trust, an unincorporated organization and a government or
        any
        department or agency thereof.

      


      (viii) “Principal
        Market”
        means
        the Nasdaq National Market or Nasdaq Small-Cap Market.

      


      (ix) “Securities
        Act”
        means
        the Securities Act of 1933, as amended.

      


      (x) “Warrant”
        means
        this Warrant and all Warrants issued in exchange, transfer or replacement
        of any
        thereof.

      


      (xi) “Warrant
        Exercise Price”
        shall be
$0.82
        per
        common share, subject to adjustment as hereinafter provided.

      


      Section
        2. Exercise
        of Warrant.

      


      (a) Subject
        to the terms and conditions hereof, this Warrant may be exercised by the
        holder
        hereof then registered on the books of the Company, in whole or in part,
        at any
        time on any business day on or after the opening of business on the date
        hereof
        and prior to 11:59 P.M. Eastern Time on the Expiration Date by (i) delivery
        of a written notice, in the form of the subscription notice attached as
Exhibit
        A
        hereto
        (the “Exercise
        Notice”),
        of
        such holder’s election to exercise this Warrant, which notice shall specify the
        number of Warrant Shares to be purchased, (ii) payment to the Company of
        an
        amount equal to the Warrant Exercise Price multiplied by the number of Warrant
        Shares as to which this Warrant is being exercised (plus any applicable issue
        or
        transfer taxes) (the “Aggregate
        Exercise Price”)
        in cash
        or by check or wire transfer; and (iii) the surrender to a common
        carrier
        for delivery to the Company as soon as practicable following such date, this
        Warrant (or an indemnification undertaking with respect to this Warrant in
        the
        case of its loss, theft or destruction); provided, that if such Warrant Shares
        are to be issued in any name other than that of the registered holder of
        this
        Warrant, such issuance shall be deemed a transfer and the provisions of Section
        7 shall be applicable. In the event of any exercise of the rights represented
        by
        this Warrant in compliance with this Section 2(a), a certificate or certificates
        for the Warrant Shares so purchased, in such denominations as may be requested
        by the holder hereof and registered in the name of, or as directed by, the
        holder, shall be issued as soon as practicable, and in no event later than
        five
        (5) business days after the Company’s receipt of the Exercise Notice, the
        Aggregate Exercise Price and this Warrant (or an indemnification undertaking
        with respect to this Warrant in the case of its loss, theft or destruction),
        and
        deliver the same at the Company’s expense to, or as directed by, such holder.
        Upon delivery of the Exercise Notice and Aggregate Exercise Price referred
        to in
        clause (ii) above, the holder of this Warrant shall be deemed for all corporate
        purposes to have become the holder of record of the Warrant Shares with respect
        to which this Warrant has been exercised, irrespective of the date of delivery
        of this Warrant as required by clause (iii) above or the certificates evidencing
        such Warrant Shares. In the case of a dispute as to the determination of
        the
        Warrant Exercise Price, the Company shall promptly issue to the holder the
        number of shares of Common Stock that is not disputed and shall submit the
        disputed determinations or arithmetic calculations to the holder via facsimile
        within five (5) business days of receipt of the holder’s subscription
        notice.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      (b) Unless
        the rights represented by this Warrant shall have expired or shall have been
        fully exercised, the Company shall, as soon as practicable and in no event
        later
        than five (5) business days after any exercise and at its own expense, issue
        a
        new Warrant identical in all respects to this Warrant exercised except it
        shall
        represent rights to purchase the number of Warrant Shares purchasable
        immediately prior to such exercise under this Warrant exercised, less the
        number
        of Warrant Shares with respect to which such Warrant is exercised.

      


      (c) Notwithstanding
        anything in this Warrant to the contrary, in no event shall the holder of
        this
        Warrant be entitled to exercise a number of Warrant Shares (or portions thereof)
        to the extent that after giving effect to any such exercise the holder (together
        with its affiliates) would beneficially own in excess of 9.99% of the number
        of
        shares of Common Stock outstanding immediately after giving effect to such
        exercise (not including shares of Common Stock issuable upon (a) exercise
        of any
        remainder of the Conversion Entitlement or any remainder of the Warrant,
        or (b)
        conversion or exercise of the non-converted or unexercised portion of any
        other
        securities of the Company subject to a limitation on conversion or exercise
        analogous to the limitation contained herein beneficially owned by the holder
        or
        any of its affiliates). For purposes of the immediately preceding sentence,
        beneficial ownership shall be determined in accordance with Regulation 13D-G
        of
        the Securities Exchange Act of 1934, as amended, except as otherwise provided
        in
        clauses (a) and (b) of the preceding sentence. To the extent the foregoing
        limitation applies, the determination whether or not the Warrant is exercisable
        and to what extent shall be in the sole discretion of the holder.

      


      Section
        3. Representations
        and Covenants as to Common Stock.
        The
        Company hereby represents and covenants as follows:

      


      (a) This
        Warrant is, and any Warrant issued in substitution for or replacement of
        this
        Warrant will upon issuance be, duly authorized and validly issued.

      


      (b) All
        Warrant Shares which may be issued upon the exercise of the rights represented
        by this Warrant will, upon issuance, be validly issued, fully paid and
        nonassessable and free from all taxes, liens and charges with respect to
        the
        issue thereof.

      


      (c) During
        the period within which the rights represented by this Warrant may be exercised,
        the Company will at all times have authorized and reserved at least 100%
        of the
        number of shares of Common Stock needed to provide for the exercise of the
        rights then represented by this Warrant and the par value of said shares
        will at
        all times be less than or equal to the applicable Warrant Exercise
        Price.

      


      (d) The
        Company shall promptly secure the listing of the shares of Common Stock issuable
        upon exercise of this Warrant upon each national securities exchange or
        automated quotation system, if any, upon which shares of Common Stock are
        then
        listed (subject to official notice of issuance upon exercise of this Warrant)
        and shall maintain, so long as any other shares of Common Stock shall be
        so
        listed, such listing of all shares of Common Stock from time to time issuable
        upon the exercise of this Warrant; and the Company shall so list on each
        national securities exchange or automated quotation system, as the case may
        be,
        and shall maintain such listing of, any other shares of capital stock of
        the
        Company issuable upon the exercise of this Warrant if and so long as any
        shares
        of the same class shall be listed on such national securities exchange or
        automated quotation system.

      


      (e) The
        Company will not, by amendment of its Certificate of Incorporation or through
        any reorganization, transfer of assets, consolidation, merger, dissolution,
        issue or sale of securities, or any other voluntary action, avoid or seek
        to
        avoid the observance or performance of any of the terms to be observed or
        performed by it hereunder, but will at all times in good faith assist in
        the
        carrying out of all the provisions of this Warrant and in the taking of all
        such
        action as may reasonably be requested by the holder of this Warrant in order
        to
        protect the exercise privilege of the holder of this Warrant against dilution
        or
        other impairment, consistent with the tenor and purpose of this Warrant will
        take all such actions as may be necessary or appropriate in order that the
        Company may validly and legally issue fully paid and nonassessable shares
        of
        Common Stock upon the exercise of this Warrant.

      


      (f) This
        Warrant will be binding upon any entity succeeding to the Company by merger,
        consolidation or acquisition of all or substantially all of the Company’s
        assets.

      


      Section
        4. Taxes.
        The
        Company shall pay any and all taxes which may be payable with respect to
        the
        issuance and delivery of Warrant Shares upon exercise of this
        Warrant.

      


      Section
        5. Warrant
        Holder Not Deemed a Stockholder.
        Except
        as otherwise specifically provided herein, no holder, as such, of this Warrant
        shall be entitled to vote or receive dividends or be deemed the holder of
        shares
        of the Company for any purpose, nor shall anything contained in this Warrant
        be
        construed to confer upon the holder hereof, as such, any of the rights of
        a
        stockholder of the Company or any right to vote, give or withhold consent
        to any
        corporate action (whether any reorganization, issue of stock, reclassification
        of stock, consolidation, merger, conveyance or otherwise), receive notice
        of
        meetings, receive dividends or subscription rights, or otherwise, prior to
        the
        issuance to the holder of this Warrant of the Warrant Shares which he or
        she is
        then entitled to receive upon the due exercise of this Warrant. In addition,
        nothing contained in this Warrant shall be construed as imposing any liabilities
        on such holder to purchase any securities (upon exercise of this Warrant
        or
        otherwise) or as a stockholder of the Company, whether such liabilities are
        asserted by the Company or by creditors of the Company. Notwithstanding this
        Section 5, the Company will provide the holder of this Warrant with copies
        of
        the same notices and other information given to the stockholders of the Company
        generally, contemporaneously with the giving thereof to the
        stockholders.

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      Section
        6. Representations
        of Holder. The
        holder of this Warrant, by the acceptance hereof, represents that it is
        acquiring this Warrant and the Warrant Shares for its own account for investment
        only and not with a view towards, or for resale in connection with, the public
        sale or distribution of this Warrant or the Warrant Shares, except pursuant
        to
        sales registered or exempted under the Securities Act; provided, however,
        that
        by making the representations herein, the holder does not agree to hold this
        Warrant or any of the Warrant Shares for any minimum or other specific term
        and
        reserves the right to dispose of this Warrant and the Warrant Shares at any
        time
        in accordance with or pursuant to a registration statement or an exemption
        under
        the Securities Act. The holder of this Warrant further represents, by acceptance
        hereof, that, as of this date, such holder is an “accredited investor” as such
        term is defined in Rule 501(a)(1) of Regulation D promulgated by the
        Securities and Exchange Commission under the Securities Act (an “Accredited
        Investor”).

      


      Section
        7. Ownership
        and Transfer.

      


      (a) The
        Company shall maintain at its principal executive offices (or such other
        office
        or agency of the Company as it may designate by notice to the holder hereof),
        a
        register for this Warrant, in which the Company shall record the name and
        address of the person in whose name this Warrant has been issued, as well
        as the
        name and address of each transferee. The Company may treat the person in
        whose
        name any Warrant is registered on the register as the owner and holder thereof
        for all purposes, notwithstanding any notice to the contrary, but in all
        events
        recognizing any transfers made in accordance with the terms of this
        Warrant.

      


      (b) This
        Warrant and the rights granted to the holder hereof are transferable, in
        whole
        or in part, upon surrender of this Warrant, together with a properly executed
        warrant power in the form of Exhibit
        B
        attached
        hereto; provided, however, that any transfer or assignment shall be subject
        to
        the conditions set forth in Section 7(c) below.

      


      (c) The
        holder of this Warrant understands that this Warrant has not been and is
        not
        expected to be, registered under the Securities Act or any state securities
        laws, and may not be offered for sale, sold, assigned or transferred unless
        (i) subsequently registered thereunder, or (ii) the transferee is
        an
        affiliated entity that is an Accredited Investor, or (iii) such holder
        shall have delivered to the Company an opinion of counsel, in generally
        acceptable form, to the effect that the securities to be sold, assigned or
        transferred may be sold, assigned or transferred pursuant to Regulation S
        under
        the Securities Act or to an exemption from such registration; provided that
        (A) any sale of such securities made in reliance on Rule 144 promulgated
        under the Securities Act may be made only in accordance with the terms of
        said
        Rule and further, if said Rule is not applicable, any resale of such securities
        under circumstances in which the seller (or the person through whom the sale
        is
        made) may be deemed to be an underwriter (as that term is defined in the
        Securities Act) may require compliance with some other exemption under the
        Securities Act or the rules and regulations of the Securities and Exchange
        Commission thereunder; and (B) neither the Company nor any other person
        is
        under any obligation to register the Warrants under the Securities Act or
        any
        state securities laws or to comply with the terms and conditions of any
        exemption thereunder.

      


      (d) The
        initial holder of this Warrant is entitled to certain piggyback registration
        rights in respect of the Warrant Shares such that the Warrant Shares shall
        be
        included on the next registration statement on Form S-2 or Form S-3 that
        the
        Company files after the date hereof to register shares of Common Stock under
        the
        Securities Act, other than any registration statement that the Company files
        to
        register shares of Common Stock issuable pursuant to any employee benefit
        plan.


      


      Section
        8. Adjustment
        of Warrant Exercise Price and Number of Shares.
        The
        Warrant Exercise Price and the number of shares of Common Stock issuable
        upon
        exercise of this Warrant shall be adjusted from time to time as
        follows:

      


      (a) Adjustment
        of Warrant Exercise Price upon Subdivision or Combination of Common
        Stock.
        If the
        Company at any time after the date of issuance of this Warrant subdivides
        (by
        any stock split, stock dividend, recapitalization or otherwise) one or more
        classes of its outstanding shares of Common Stock into a greater number of
        shares, the Warrant Exercise Price in effect immediately prior to such
        subdivision will be proportionately reduced and the number of shares of Common
        Stock obtainable upon exercise of this Warrant will be proportionately
        increased. If the Company at any time after the date of issuance of this
        Warrant
        combines (by combination, reverse stock split or otherwise) one or more classes
        of its outstanding shares of Common Stock into a smaller number of shares,
        the
        Warrant Exercise Price in effect immediately prior to such combination will
        be
        proportionately increased and the number of shares of Common Stock obtainable
        upon exercise of this Warrant will be proportionately decreased.

      


      (b) Distribution
        of Assets.
        If the
        Company shall declare or make any dividend or other distribution of its assets
        (or rights to acquire its assets) to holders of Common Stock, by way of return
        of capital or otherwise (including, without limitation, any distribution
        of
        cash, stock or other securities, property or options by way of a dividend,
        spin
        off, reclassification, corporate rearrangement or other transaction) (a
“Distribution”),
        at
        any time after the issuance of this Warrant, then, in each such
        case:

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      (i) the
        Warrant Exercise Price in effect immediately prior to the close of business
        on
        the record date fixed for the determination of holders of Common Stock entitled
        to receive the Distribution shall be reduced, effective as of the close of
        business on such record date, to a price determined by multiplying such Warrant
        Exercise Price by a fraction of which (A) the numerator shall be the Closing
        bid
        price on the trading day immediately preceding such record date minus the
        value
        of the Distribution (as determined in good faith by the Company’s Board of
        Directors) applicable to one share of Common Stock, and (B) the denominator
        shall be the Closing bid price on the trading day immediately preceding such
        record date; and

      


      (ii) either
        (A) the number of Warrant Shares obtainable upon exercise of this Warrant
        shall
        be increased to a number of shares equal to the number of shares of Common
        Stock
        obtainable immediately prior to the close of business on the record date
        fixed
        for the determination of holders of Common Stock entitled to receive the
        Distribution multiplied by the reciprocal of the fraction set forth in the
        immediately preceding clause (i), or (B) in the event that the Distribution
        is
        of common stock of a company whose common stock is traded on a national
        securities exchange or a national automated quotation system, then the holder
        of
        this Warrant shall receive an additional warrant to purchase Common Stock,
        the
        terms of which shall be identical to those of this Warrant, except that such
        warrant shall be exercisable into the amount of the assets that would have
        been
        payable to the holder of this Warrant pursuant to the Distribution had the
        holder exercised this Warrant immediately prior to such record date and with
        an
        exercise price equal to the amount by which the exercise price of this Warrant
        was decreased with respect to the Distribution pursuant to the terms of the
        immediately preceding clause (i). 

       

      (c) Certain
        Events.
        If any
        event occurs of the type contemplated by the provisions of this Section 8
        but
        not expressly provided for by such provisions (including, without limitation,
        the granting of stock appreciation rights, phantom stock rights or other
        rights
        with equity features), then the Company’s Board of Directors will make an
        appropriate adjustment in the Warrant Exercise Price and the number of shares
        of
        Common Stock obtainable upon exercise of this Warrant so as to protect the
        rights of the holders of the Warrants; provided that no such adjustment will
        increase the Warrant Exercise Price or decrease the number of shares of Common
        Stock obtainable as otherwise determined pursuant to this Section
        8.

      


      (d) Notices.

      


      (i) Immediately
        upon any adjustment of the Warrant Exercise Price, the Company will give
        written
        notice thereof to the holder of this Warrant, setting forth in reasonable
        detail, and certifying, the calculation of such adjustment. 

      


      (ii) The
        Company will give written notice to the holder of this Warrant at least twenty
        (20) days prior to the date on which the Company closes its books or takes
        a
        record (A) with respect to any dividend or distribution upon the Common
        Stock, (B) with respect to any pro rata subscription offer to holders
        of
        Common Stock or (C) for determining rights to vote with respect to
        any
        Organic Change (as defined below), dissolution or liquidation, provided that
        such information shall be made known to the public prior to or in conjunction
        with such notice being provided to such holder.

      


      (iii) The
        Company will also give written notice to the holder of this Warrant at least
        twenty (20) days prior to the date on which any Organic Change, dissolution
        or
        liquidation will take place, provided that such information shall be made
        known
        to the public prior to or in conjunction with such notice being provided
        to such
        holder.

      


      Section
        9. Purchase
        Rights; Reorganization, Reclassification, Consolidation, Merger or
        Sale.
        (a) In
        addition to any adjustments pursuant to Section 8 above, if at any time the
        Company grants, issues or sells any Options, Convertible Securities or rights
        to
        purchase stock, warrants, securities or other property pro rata to the record
        holders of any class of Common Stock (the “Purchase
        Rights”),
        then
        the holder of this Warrant will be entitled to acquire, upon the terms
        applicable to such Purchase Rights, the aggregate Purchase Rights which such
        holder could have acquired if such holder had held the number of shares of
        Common Stock acquirable upon complete exercise of this Warrant immediately
        before the date on which a record is taken for the grant, issuance or sale
        of
        such Purchase Rights, or, if no such record is taken, the date as of which
        the
        record holders of Common Stock are to be determined for the grant, issue
        or sale
        of such Purchase Rights.

      


      (b)
        Any
        recapitalization, reorganization, reclassification, consolidation, merger,
        sale
        of all or substantially all of the Company’s assets to another Person or other
        transaction which is effected in such a way that holders of Common Stock
        are
        entitled to receive (either directly or upon subsequent liquidation) stock,
        securities or assets with respect to or in exchange for Common Stock is referred
        to herein as “Organic
        Change.”
        Prior to
        the consummation of any (i) sale of all or substantially all of the Company’s
        assets to an acquiring Person or (ii) other Organic Change following which
        the
        Company is not a surviving entity, the Company will secure from the Person
        purchasing such assets or the successor resulting from such Organic Change
        (in
        each case, the “Acquiring
        Entity”)
        written
        agreement (in form and substance satisfactory to the holders of Warrants
        representing a majority of the shares of Common Stock obtainable upon exercise
        of the Warrants then outstanding) to deliver to each holder of Warrants in
        exchange for such Warrants, a security of the Acquiring Entity evidenced
        by a
        written instrument substantially similar in form and substance to this Warrant
        and satisfactory to the holders of the Warrants (including, an adjusted warrant
        exercise price equal to the value for the Common Stock reflected by the terms
        of
        such consolidation, merger or sale, and exercisable for a corresponding number
        of shares of Common Stock acquirable and receivable upon exercise of the
        Warrants, if the value so reflected is less than the Warrant Exercise Price
        in
        effect immediately prior to such consolidation, merger or sale). Prior to
        the
        consummation of any other Organic Change, the Company shall make appropriate
        provision (in form and substance satisfactory to the holders of Warrants
        representing a majority of the shares of Common Stock obtainable upon exercise
        of the Warrants then outstanding) to insure that each of the holders of the
        Warrants will thereafter have the right to acquire and receive in lieu of
        or in
        addition to (as the case may be) the shares of Common Stock immediately
        theretofore acquirable and receivable upon the exercise of such holder’s
        Warrants, such shares of stock, securities or assets that would have been
        issued
        or payable in such Organic Change with respect to or in exchange for the
        number
        of shares of Common Stock which would have been acquirable and receivable
        upon
        the exercise of such holder’s Warrant as of the date of such Organic Change
        (without taking into account any limitations or restrictions on the
        exercisability of this Warrant).

      


      Section
        10. Lost,
        Stolen, Mutilated or Destroyed Warrant.
        If this
        Warrant is lost, stolen, mutilated or destroyed, the Company shall, on receipt
        of an indemnification undertaking, issue a new Warrant of like denomination
        and
        tenor as this Warrant so lost, stolen, mutilated or destroyed.

      


      Section
        11. Notice.
        Any
        notices, consents, waivers or other communications required or permitted
        to be
        given under the terms of this Warrant must be in writing and will be deemed
        to
        have been delivered: (i) upon receipt, when delivered personally; (ii) upon
        receipt, when sent by facsimile (provided confirmation of transmission is
        mechanically or electronically generated and kept on file by the sending
        party);
        (iii) upon receipt, when sent by e-mail (provided that the transmission is
        electronically tracked and the results of tracking kept on file by the sending
        party); or (iv) one business day after deposit with a nationally recognized
        overnight delivery service, in each case properly addressed to the party
        to
        receive the same. The mailing addresses, facsimile numbers and e-mail addresses
        for such communications shall be as set forth below:

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      If
        to the
        Company:

      


      Generex
        Biotechnology Corporation

      33
        Harbour Square, Suite 202

      Toronto,
        Ontario M5J 2G2

      Telephone: (416)
        364-2551

      Facsimile: (416)
        364-9363

      E-mail: mfletcher@generex.com

      Attention: Mark
        A.
        Fletcher

      Executive
        Vice-President and General Counsel

      


      With
        a
        copy to:

      


      Eckert
        Seamans Cherin & Mellott

      1515
        Market Street, 9th
        Floor

      Philadelphia,
        Pennsylvania 19102-1909

      Telephone: (215)
        851-8472

      Facsimile: (215)
        851-8383

      E-mail: gmiller@escm.com

      Attention: Gary
        A.
        Miller, Esq.

      


      Or
        at
        such other mailing address, facsimile number or e-mail address that the Company
        shall specify by notice to the holder.

      


      To
        a
        holder of this Warrant:

      


      Omicron
        Master Trust

      650
        5th
        Avenue,
        24th
        Floor

      New
        York,
        NY 10019

      Telephone: _____________

      Facsimile: _____________

      


      Or
        at
        such other mailing address, facsimile number or e-mail address that the holder
        of this Warrant shall specify by notice to the Company.

      


      Each
        party shall provide five days’ prior written notice to the other party of any
        change in mailing address, facsimile number or e-mail address. 

      


      Section
        12. Amendments.
        This
        Warrant and any term hereof may be changed, waived, discharged, or terminated
        only by an instrument in writing signed by the party or holder hereof against
        which enforcement of such change, waiver, discharge or termination is sought.
        

      


      Section
        13. Date.
        This
        Warrant, in all events, shall be wholly void and of no effect after
        the
        close of business on the Expiration Date, except that notwithstanding any
        other
        provisions hereof, the provisions of Section 7 shall continue in full force
        and
        effect after such date as to any Warrant Shares or other securities issued
        upon
        the exercise of this Warrant.

      


      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      Section
        14. Descriptive
        Headings; Governing Law.
        The
        descriptive headings of the several Sections and paragraphs of this Warrant
        are
        inserted for convenience only and do not constitute a part of this Warrant.
        This
        Warrant shall be governed by the internal laws of the State of Delaware,
        without
        giving effect to any choice of law or conflict of law provision or rule (whether
        of the State of Delaware or any other jurisdictions) that would cause the
        application of the laws of any jurisdictions other than the State of
        Delaware.

      


      This
        Warrant has been duly executed by the Company this
        22nd
        day
        of
        July,
        2005.

       

      
        	 	 	 
	 	GENEREX
                BIOTECHNOLOGY CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/
                Mark A. Fletcher
	 	Name: Mark
                A. Fletcher
	 	Title: Executive
                Vice-President, General Counsel


      

       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      
EXHIBIT
        A TO WARRANT


      
 

      SUBSCRIPTION
        FORM

       

      TO
        BE
        EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

       

      The
        undersigned holder hereby exercises the right to purchase _________________
        of
        the shares of Common Stock (“Warrant
        Shares”)
        of
        Generex Biotechnology Corporation, a Delaware corporation (the “Company”),
        evidenced by the attached Warrant (the “Warrant”).
        Capitalized terms used herein and not otherwise defined shall have the
        respective meanings set forth in the Warrant.

      


      1.
        Form
        of Warrant Exercise Price.
        The
        Holder intends that payment of the Warrant Exercise Price shall be made
        as:

      


      a
        “Cash
        Exercise”
        with
        respect to _______________________ Warrant Shares.

      


      2.
        Payment
        of Warrant Exercise Price.
        If the
        holder has elected a Cash Exercise with respect to some or all of the Warrant
        Shares to be issued pursuant hereto, the holder is transmitting herewith
        the sum
        of $___________________ to the Company in payment for such Warrant Shares.
        

      


      3.
        Delivery
        of Warrant Shares.
        The
        Company shall deliver to the holder __________ Warrant Shares in accordance
        with
        the terms of the Warrant.

      


      Date:
        ______________   _____,
        200_

      
 

      Name
        of
        Registered Holder:

      


      ___________________________

      
 

      Signature:

      


      By:
        ____________________________

      Print
        Name and Title:_______________

      Title:___________________________

      


      


      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      EXHIBIT
        B TO WARRANT

      


      FORM
        OF
        WARRANT POWER

      


      


      FOR
        VALUE
        RECEIVED, the undersigned does hereby assign and transfer to ________________,
        Federal Identification No. __________, a warrant to purchase ____________
        shares
        of the capital stock of Generex Biotechnology Corporation, a Delaware
        corporation, represented by warrant certificate no. _____, standing in the
        name
        of the undersigned on the books of said corporation. The undersigned does
        hereby
        irrevocably constitute and appoint ______________, attorney to transfer the
        warrants of said corporation, with full power of substitution in the
        premises.

      


      


      Dated:
        _________, 200_

      


       

      


      


      _____________________________________


      By:________________________________________

      Name:______________________________________

      Title:_______________________________________