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                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        GENEREX BIOTECHNOLOGY CORPORATION

         Generex Biotechnology Corporation, a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:

1. The name of the Corporation is Generex Biotechnology Corporation. The date of
filing of its original Certificate of Incorporation with the Secretary of State
was September 4, 1997. The Corporation was originally known as Generex
Biotechnology Corporation. On January 16, 1998, in connection with the filing of
a Certificate of Merger, its name was changed to GBC - Delaware, Inc. On April
28, 1999, in connection with the filing of a Certificate of Merger, the
Corporation changed its name back to Generex Biotechnology Corporation.

2. This Restated Certificate of Incorporation was duly adopted by the
Corporation's Board of Directors in accordance with the provisions of Section
245 of the Delaware General Corporation Law and only restates and integrates,
but does not further amend, the provisions of the Corporation's Certificate of
Incorporation, as heretofore amended or supplemented. The text of the
Certificate of Incorporation of the Corporation is hereby restated without
further amendment to read as follows:

         FIRST: The name of the Corporation is Generex Biotechnology
Corporation.

         SECOND: The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.




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         THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is as follows:

         To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

         FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is as follows:

         (a)  Fifty Million (50,000,000) shares of Common Stock having a par
              value of $.001 per share;

         (b)  One Million (1,000,000) shares of Preferred Stock having a par
              value of $.001 per share. The preferred stock may be issued in one
              or more series, and may have such voting powers, full or limited,
              or no voting powers, and such designations, preferences and
              relative, participating, optional or other special rights and
              qualifications, limitations or restrictions as shall be stated in
              the resolution or resolutions providing for the issue thereof
              adopted by the Board of Directors of the Corporation; and

         (c)  One thousand shares of the Preferred Stock designated as Special
              Voting Rights Preferred Stock shall have the following preferences
              and relative, participating, optional or other rights,
              qualifications, limitations and restrictions:

                  1. Dividends. Holders of Special Voting Rights Preferred Stock
              (hereinafter referred to as the "Preferred Shares" or "Shares")
              shall be entitled to receive a dividend per Share which equals the
              dividend declared and paid on shares of the Corporation's Common
              Stock as and when dividends are declared and paid on the
              Corporation's Common Stock.

                  2. Rights and Liquidation, Dissolution or Winding Up. In the
              event of any voluntary or involuntary liquidation, dissolution or
              winding up of the Corporation, the assets of the Corporation
              available for distribution




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              to its shareholders, whether from capital, surplus or earnings,
              shall be distributed in the following order of priority:

                  a. First, to the holders of any class or series of Preferred
              Stock or other capital stock of the Corporation which is entitled
              to a preference in liquidation and dissolution over the Shares,
              but only to the extent of that preference.

                  b. Next, to the holders of Shares and any class or series of
              Preferred Stock or other capital stock of the Corporation which is
              of equal rank with the Shares with respect to sharing in the
              proceeds of liquidation and dissolution of the Corporation, pari
              passu, but only to the extent that such class or series of capital
              stock is of equal rank. In any such distribution, holders of
              Shares shall be entitled to receive, prior to and in preference to
              any distribution to the holders of the Corporation's Common Stock
              or any other class or series of capital stock of the Corporation
              which is inferior to the rights of holders of Shares in
              liquidation and dissolution and winding up an amount equal to $.10
              per Preferred Share then outstanding (the "Shares Liquidation
              Preference").

                  c. After distribution of the Shares Liquidation Preference to
              holders of Shares, the remaining assets, if any, of the
              Corporation available for distribution to the shareholders of the
              Corporation shall be distributed, pari passu, to the holders of
              all shares of capital stock of the Corporation, without
              distinction as to class, as their rights may appear.

                  3. Voting.

                  a. The holders of Preferred Shares are not entitled to vote,
              except as specifically required by Delaware law or as expressly
              provided below:

                      (i) If a Change of Control (as hereinafter defined)
                  occurs, thereafter, holders of Preferred Shares shall be
                  entitled to elect a number of directors of the Corporation
                  equal to a majority of the entire Board of Directors of the
                  Corporation. Any holder of Preferred Shares may call a meeting
                  of holders of Preferred Shares for the purpose of exercising
                  these special voting rights (the "Special Voting Rights") upon
                  not less than ten (10) days notice. Holders of the Preferred
                  Shares may exercise the Special Voting Rights by written
                  consent in lieu of a meeting pursuant to Section 228 of the
                  Delaware General Corporation Law. Upon exercise of the Special
                  Voting Rights by holders of the Preferred Shares, the Bylaws
                  of the Corporation shall be deemed amended to increase the
                  size of the Board of Directors to accommodate directors
                  elected by the holders of the Preferred Shares. After the
                  Special Voting Rights have been exercised, the Corporation
                  shall give holders of Preferred Shares the same




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                  notice that is required to be sent to holders of the
                  Corporation's Common Stock of any meeting at which directors
                  of the Corporation are to be elected. Once Special Voting
                  Rights have been exercised, they shall remain in force at all
                  times thereafter until the Preferred Shares have been redeemed
                  by the Corporation.

                      (ii) The affirmative vote of the holders of a majority of
                  the Preferred Shares then outstanding, voting separately as a
                  class, shall be required to approve any transaction that would
                  result in a Change of Control (a "Change of Control
                  Transaction"). The Corporation shall give each holder of
                  Preferred Shares at least twenty (20) days prior written
                  notice of any meeting of shareholders called for the purpose
                  of voting on a Change of Control Transaction. Holders of
                  Preferred Shares may approve any Change of Control Transaction
                  by written consent in lieu of a meeting pursuant to Section
                  228 of the Delaware General Corporation Law.

                  b. "Change of Control" of the Corporation, as that term is
              used herein, shall occur at any time that (a) the Current
              Management Group shall cease to constitute at least sixty (60%) of
              all directors of the Corporation, or (b) that any person becomes
              either the Chairman of the Board of Directors or Chief Executive
              Officer of the Corporation without the prior approval of a
              majority of the Current Management Group, acting in their
              capacities as directors of the Corporation. The term "Current
              Management Group" as used herein shall mean Anna H. Gluskin, Rose
              C. Perri, E. Mark Perri, Pankaj Modi and/or any other person (a)
              who is appointed a director of the Corporation by action of the
              Board of Directors of the Corporation with the approval of a
              majority of the Current Management Group then serving as directors
              of the Corporation, in their capacities as directors, or (b) who
              is nominated for election as a director of the Corporation by
              action of the Board of Directors of the Corporation with the
              approval of a majority of the Current Management Group then
              serving as directors of the Corporation, in their capacities as
              directors.

                  c. On any matter as to which the holders of Preferred Shares
              shall be entitled to vote as provided above, they shall be
              entitled to one vote per share.




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                  4. Redemption.

                  a. The Corporation shall have the right, at any time after
              December 31, 2000, upon written notice (a "Preferred Shares
              Redemption Notice") to all holders of Preferred Shares at their
              respective registered addresses stating that the Corporation is
              exercising its right of redemption set forth herein and fixing a
              date for such redemption (the "Preferred Shares Redemption Date")
              which shall be no more than sixty (60) and no less than thirty
              (30) days following the date of the Preferred Shares Redemption
              Notice, redeem Preferred Shares at a price per Preferred Share
              (the "Preferred Share Redemption Price") equal to ten ($.10)
              cents.

                  b. From and after the Preferred Shares Redemption Date,
              holders of Preferred Shares shall cease to be shareholders of the
              Corporation and the sole right of holders of Preferred Shares
              shall be to receive the Preferred Shares Redemption Price as
              provided herein.

                  c. The Corporation shall pay the Preferred Shares Redemption
              Price to each holder of record of Preferred Shares as of the
              Preferred Shares Redemption Date, provided, however, that as a
              condition precedent to the Corporation's payment of the Preferred
              Shares Redemption Price to any holder, such holder shall deliver
              to the Corporation the certificate representing the Preferred
              Shares to be redeemed or, in lieu thereof, satisfactory evidence
              that such certificate has been lost or destroyed, together with a
              bond or surety satisfactory to the Corporation to protect it
              against loss should such certificate subsequently be tendered for
              redemption.

                  d. If the Corporation at any time redeems fewer than all
              Preferred Shares, it shall redeem the Preferred Shares pro-rata
              from all holders thereof.

                  e. The Corporation shall have the right to redeem Preferred
              Shares owned by any Holder thereof upon the same terms and
              conditions set forth above upon the death of the holder.

                  5. Transferability. The Preferred Shares shall not be
              transferrable by a holder thereof without the prior written
              consent of the Corporation except pursuant to the laws of descent
              and distribution.

                  6. Other. Except as expressly provided herein, Preferred
              Shares shall have the same rights and privileges as shares of the
              Corporation's Common Stock.




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         FIFTH: In furtherance of and not in limitation of powers conferred by
statute, it is further provided:

              1. Election of directors need not be by written ballot.

              2. The Board of Directors is expressly authorized to adopt, amend
         or repeal the By-Laws of the Corporation.

         SIXTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute and the Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.

         SEVENTH: A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is hereafter
amended to authorize the further elimination or limitation of the liability of a
director, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the amended Delaware
General Corporation Law. Any repeal or modification of this Article shall not
adversely affect any right or protection of a director of the corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.

         EIGHTH: Section 203 of the General Corporation Law of Delaware, as
amended, shall not be applicable to this corporation.




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         IN WITNESS WHEREOF, said Generex Biotechnology Corporation has caused
this Certificate to be signed by E. Mark Perri, Chairman of its board of
Directors, this 5th day of May, 1999.

                                           GENEREX BIOTECHNOLOGY CORPORATION


                                           By:  s/ E. Mark Perri
                                                -----------------------
                                                E. Mark Perri, Chairman



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                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                        GENEREX BIOTECHNOLOGY CORPORATION


         Generex Biotechnology Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said corporation, adopted a
resolution proposing and declaring advisable the following amendment to the
Restated Certificate of Incorporation of said corporation:

         RESOLVED, that the Restated Certificate of Incorporation of Generex
         Biotechnology Corporation be amended by changing Article IV thereof so
         that, as amended, said Article shall be and read as follows:

         "ARTICLE IV: The aggregate number of shares of all classes of stock
         that this Corporation shall have the authority to issue is 151,000,000
         shares, consisting of (a) 150,000,000 shares of common stock, par value
         $.001 per share, and (b) 1,000,000 shares of preferred stock, par value
         $.001 per share. The preferred stock may be issued in one or more
         series and may have preferences as to dividends and to liquidation of
         the Corporation. The Board of Directors of the Corporation shall
         establish the specific rights, preferences, voting privileges and
         restrictions of such preferred stock, or any series thereof."

         SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation was duly
called and held upon notice given in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

         THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 211(d) of the General Corporation
Law of the State of Delaware.

         IN WITNESS WHEREOF, said Generex Biotechnology Corporation has caused
this Certificate to be signed by Mark Fletcher, its Executive Vice President and
General Counsel on December , 2003.


                                GENEREX BIOTECHNOLOGY CORPORATION


                                By:  /s/ Mark Fletcher
                                   -------------------------------------------
                                     Mark Fletcher, Executive Vice President
                                     and General Counsel