Exhibit
      4.34





**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**





**Number
      of Shares: ________**


**Date
      of Original Issuance: April 17, 2006**





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, **[name]** ,
      the
      registered holder hereof or his 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) **[number]
      (####)** 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)  **Resolution** **.** This
      Warrant is issued pursuant to the unanimous resolution of the Board of Directors
      of the Company passed on April 17, 2006..





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





(i)  “ 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.











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





(iii)  “ Expiration
      Date ”
means **April
      16, 2011** .





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





(v)  “ 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.





(vi)  “ Principal
      Market ”
means
      the NASDAQ National Market or the NASDAQ Capital Market.





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





(viii)  “ Trading
      Day ”
means
      a
      day on which the Common Stock is traded on a Principal Market.





(ix)  “ VWAP ”
means,
      for any date, the price determined by the first of the following clauses that
      applies: (a) if the Common Stock is then listed or quoted on a Principal Market,
      the daily volume weighted average price of the Common Stock for such date (or
      the nearest preceding date) on the Principal Market on which the Common Stock
      is
      then listed or quoted as reported by Bloomberg Financial L.P. (based on a
      Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if
      the
      Common Stock is not then listed or quoted on a Principal Market and if prices
      for the Common Stock are then quoted on the OTC Bulletin Board, the volume
      weighted average price of the Common Stock for such date (or the nearest
      preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then
      listed or quoted on the OTC Bulletin Board and if prices for the Common Stock
      are then reported in the “Pink Sheets” published by the Pink Sheets, LLC (or a
      similar organization or agency succeeding to its functions of reporting prices),
      the most recent bid price per share of the Common Stock so reported; or (d)
      in
      all other cases, the fair market value of a share of Common Stock as determined
      by an independent appraiser selected in good faith by the holder and reasonably
      acceptable to the Company.





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





(xi)  “ Warrant
      Exercise Price ”
shall
      be **$2.66** per
      Common Share, subject to adjustment as hereinafter provided.


2





**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) except as otherwise provided
      in
      Section 2(d), 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 three (3) business days after the Company’s receipt of the Exercise
      Notice, the Aggregate Exercise Price, which shall not be required for a Cashless
      Exercise (as defined in Section 2(d)), 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, which shall not be required for a
      Cashless Exercise, 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 three (3) business days of receipt of the holder’s subscription
      notice.





(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 three (3) 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)
      in excess of the number of Warrant Shares (or portions thereof) upon exercise
      of
      which the sum of (i) the number of Warrant Shares beneficially owned by the
      holder and its affiliates (other than Warrant Shares which may be deemed
      beneficially owned through the ownership of the unexercised Warrants and the
      unexercised or unconverted portion of any other securities of the Company with
      limitations similar to this paragraph (c)) and (ii) the number of Warrant Shares
      issuable upon exercise of the Warrants (or portions thereof) with respect to
      which the determination described herein is being made, would result in
      beneficial ownership by the holder and its affiliates of more than 9.9% of
      the
      outstanding shares of Company common stock. 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 clause (i) of the preceding sentence.


3








(d)  If
      at any
      time after one year from the date of issuance of this Warrant there is no
      effective registration statement on Form S-3 registering the resale of the
      Warrant Shares by the holder, then this Warrant may also be exercised at such
      time by means of a “ Cashless
      Exercise ”
in
      which the holder shall be entitled to receive a certificate for the number
      of
      Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
      where:





(A)
      = the
      VWAP on the Trading Day immediately preceding the date of such election;





(B)
      = the
      Warrant Exercise Price of this Warrant, as adjusted; and





(X)
      = the
      number of Warrant Shares issuable upon exercise of this Warrant in accordance
      with the terms of this Warrant by means of a cash exercise rather than a
      cashless exercise.





**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.


4








(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.





**Section
      6.**  **Representations
      of Holder** **.**  The
      holder of this Warrant, by the acceptance hereof, represents that he is
      acquiring this Warrant and the Warrant Shares for his 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.


5








(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-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.


6








(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:





(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 o f
      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.


7








(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).


8








**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:





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, 9 th 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.


9








To
      a
      holder of this Warrant:





__________________


__________________





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.





**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 as if the 17 th day of
      April, 2006.





**GENEREX
                BIOTECHNOLOGY CORPORATION**By:/s/ Rose PerriName:
                Rose PerriTitle:
                Chief Financial Officer [docrev]By:/s/ Mark A. FletcherName:
                Mark A. FletcherTitle:
                Executive Vice-President, General Counsel[docprep]








10


**EXHIBIT
      A TO WARRANT**





**SUBSCRIPTION
      FORM**


**TO
      BE EXECUTED BY REGISTERED HOLDER TO EXERCISE WARRANT**


**Warrant
                Date:**
            **Apr
                17 06****Warrant
                Expiration:**
            **Apr
                16 11****Strike:**
            **$2.66****Amount:**
            **________****Holder:**
            **________**





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:_____________________________________





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**EXHIBIT
      B TO WARRANT**





**FORM
      OF WARRANT POWER**





**Warrant
                Date:**
            **Apr
                17 06****Warrant
                Expiration:**
            **Apr
                16 11****Strike:**
            **$2.66****Amount:**
            **________****Holder:**
            **________**





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, 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:___________________________________





12