**Exhibit
      4.33**




NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
      BY SUCH SECURITIES.









**GENEREX
      BIOTECHNOLOGY CORPORATION**




**WARRANT**




Date
      of
      Original Issuance: January 13, 2006




**GENEREX
      BIOTECHNOLOGY CORPORATION** ,
      a
      Delaware corporation (the **"Company"** ),
      hereby
      certifies that, for value received, Zapfe Holdings Inc. or its registered
      assigns (the **"Holder"** ),
      is
      entitled to purchase from the Company up to a total of 102,232 shares of common
      stock, par value $0.001 per share (the **"Common
      Stock"** ),
      of the
      Company (each such share, a **"Warrant
      Share"** and all
      such shares, the **"Warrant
      Shares"** )
      at an
      exercise price equal to $1.25 per share (as adjusted from time to time as
      provided in Section 9, the **"Exercise
      Price"** ),
      at any
      time and from time to time from and after the date hereof and through and
      including January 13, 2011 (the **"Expiration
      Date"** ),
      and
      subject to the following terms and conditions:




1.  Definitions .
      In
      addition to the terms defined elsewhere in this Warrant, capitalized terms
      that
      are not otherwise defined herein shall have the meanings given to such terms
      in
      the Securities Purchase Agreement of even date herewith to which the Company
      and
      the original Holder are parties (the **"Purchase
      Agreement"** ).




2.  Registration
      of Warrant .
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the **"Warrant
      Register"** ),
      in the
      name of the record Holder hereof from time to time. The Company may deem and
      treat the registered Holder of this Warrant as the absolute owner hereof for
      the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent actual notice to the contrary.












3.  Registration
      of Transfers .
      The
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant, with the Form of Assignment
      attached hereto duly completed and signed, to the Company at its address
      specified herein. Upon any such registration or transfer, a new Warrant to
      purchase Common Stock, in substantially the form of this Warrant (any such
      new
      Warrant, a **"New
      Warrant"** ),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a holder
      of a Warrant.




4.  Exercise
      and Duration of Warrants .
      Subject
      to the terms and conditions hereof, this Warrant shall be exercisable by the
      registered Holder at any time and from time to time on or after the date hereof
      to and including the Expiration Date. At 6:30 p.m., New York City time on the
      Expiration Date, the portion of this Warrant not exercised prior thereto shall
      be and become void and of no value, provided ,
      that if
      the closing sales price of the Common Stock on the Expiration Date is greater
      than 102% of the Exercise Price on the Expiration Date, then this Warrant shall
      be deemed to have been exercised in full (to the extent not previously
      exercised) on a “cashless exercise” basis at 6:30 P.M. New York City time on the
      Expiration Date. The Company may not call or redeem any portion of this Warrant
      without the prior written consent of the Holder.




5.  Delivery
      of Warrant Shares .




(a)  To
      effect
      exercises hereunder, the Holder shall not be required to physically surrender
      this Warrant unless the aggregate Warrant Shares represented by this Warrant
      is
      being exercised. Upon delivery of a written notice, in the form of the Exercise
      Notice attached hereto (the “ **Exercise
      Notice** ”)
      to the
      Company (together with the Warrant Shares Exercise Log attached thereto (the
      “Warrant Shares Exercise Log”) at its address for notice set forth herein and
      upon payment of the Exercise Price multiplied by the number of Warrant Shares
      that the Holder intends to purchase hereunder, the Company shall promptly (but
      in no event later than three Trading Days after the Date of Exercise (as defined
      herein)) issue and deliver to the Holder, a certificate for the Warrant Shares
      issuable upon such exercise, which, unless otherwise required by the Purchase
      Agreement, shall be free of restrictive legends. The Company shall, upon request
      of the Holder and subsequent to the date on which a registration statement
      covering the resale of the Warrant Shares has been declared effective by the
      Securities and Exchange Commission, use commercially reasonable efforts to
      deliver Warrant Shares hereunder electronically through the Depository Trust
      Corporation or another established clearing corporation performing similar
      functions, if available, provided, that, the Company may, but will not be
      required to change its transfer agent if its current transfer agent cannot
      deliver Warrant Shares electronically through the Depository Trust Corporation.
      A " **Date
      of Exercise** "
      means
      the date on which the Holder shall have delivered to Company: (i) the Exercise
      Notice (with the Warrant Exercise Log attached to it), appropriately completed
      and duly signed and (ii) if such Holder is not utilizing the cashless exercise
      provisions set forth in this Warrant, payment of the Exercise Price for the
      number of Warrant Shares so indicated by the Holder to be
      purchased.




-2-







(b)  If
      by the
      third Trading Day after a Date of Exercise the Company fails to deliver the
      required number of Warrant Shares in the manner required pursuant to Section
      5(a), then the Holder will have the right to rescind such exercise.




(c)  If
      by the
      third Trading Day after a Date of Exercise the Company fails to deliver the
      required number of Warrant Shares in the manner required pursuant to Section
      5(a), and if after such third Trading Day and prior to the receipt of such
      Warrant Shares, the Holder purchases (in an open market transaction or
      otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
      Holder of the Warrant Shares which the Holder anticipated receiving upon such
      exercise (a " **Buy-In** "),
      then
      the Company shall (1) pay in cash to the Holder the amount by which (x) the
      Holder's total purchase price (including brokerage commissions, if any) for
      the
      shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (A) the number of Warrant Shares that the Company was required
      to
      deliver to the Holder in connection with the exercise at issue by (B) the
      closing bid price of the Common Stock at the time of the obligation giving
      rise
      to such purchase obligation and (2) at the option of the Holder, either
      reinstate the portion of the Warrant and equivalent number of Warrant Shares
      for
      which such exercise was not honored or deliver to the Holder the number of
      shares of Common Stock that would have been issued had the Company timely
      complied with its exercise and delivery obligations hereunder. The Holder shall
      provide the Company written notice indicating the amounts payable to the Holder
      in respect of the Buy-In.




(d)  Provided
      that the Holder has satisfied its obligations hereunder, the Company's
      obligations to issue and deliver Warrant Shares in accordance with the terms
      hereof are absolute and unconditional, irrespective of any action or inaction
      by
      the Holder to enforce the same, any waiver or consent with respect to any
      provision hereof, the recovery of any judgment against any Person or any action
      to enforce the same, or any setoff, counterclaim, recoupment, limitation or
      termination, or any violation or alleged violation of law by the Holder or
      any
      other Person, and irrespective of any other circumstance which might otherwise
      limit such obligation of the Company to the Holder in connection with the
      issuance of Warrant Shares. Nothing herein shall limit a Holder's right to
      pursue any other remedies available to it hereunder, at law or in equity
      including, without limitation, a decree of specific performance and/or
      injunctive relief with respect to the Company's failure to timely deliver
      certificates representing shares of Common Stock upon exercise of the Warrant
      as
      required pursuant to the terms hereof.




6.  Charges,
      Taxes and Expenses .
      Issuance and delivery of certificates for shares of Common Stock upon exercise
      of this Warrant shall be made without charge to the Holder for any issue or
      transfer tax, withholding tax, transfer agent fee or other incidental tax or
      expense in respect of the issuance of such certificates, all of which taxes
      and
      expenses shall be paid by the Company; provided, however, that the Company
      shall
      not be required to pay any tax which may be payable in respect of any transfer
      involved in the registration of any certificates for Warrant Shares or Warrants
      in a name other than that of the Holder. The Holder shall be responsible for
      all
      other tax liability that may arise as a result of holding or transferring this
      Warrant or receiving Warrant Shares upon exercise hereof.




-3-







7.  Replacement
      of Warrant .
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable indemnity (which shall not
      include a surety bond), if requested. Applicants for a New Warrant under such
      circumstances shall also comply with such other reasonable regulations and
      procedures and pay such other reasonable third-party costs as the Company may
      prescribe. If a New Warrant is requested as a result of a mutilation of this
      Warrant, then the Holder shall deliver such mutilated Warrant to the Company
      as
      a condition precedent to the Company’s obligation to issue the New
      Warrant.




8.  Reservation
      of Warrant Shares .
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of persons other
      than the Holder (taking into account the adjustments and restrictions of Section
      9 ).
      The
      Company covenants that all Warrant Shares so issuable and deliverable shall,
      upon issuance and the payment of the applicable Exercise Price in accordance
      with the terms hereof, be duly and validly authorized, issued and fully paid
      and
      nonassessable.




9.  Certain
      Adjustments .
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this Section
      9 .




(a)  Stock
      Dividends and Splits .
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides
      outstanding shares of Common Stock into a larger number of shares, or (iii)
      combines outstanding shares of Common Stock into a smaller number of shares,
      then in each such case the Exercise Price shall be adjusted to equal the product
      obtained by multiplying the Exercise Price by a fraction the numerator of which
      shall be the number of shares of Common Stock outstanding immediately before
      such event and the denominator of which shall be the number of shares of Common
      Stock outstanding immediately after such event. Any adjustment made pursuant
      to
      clause (i) of this paragraph shall become effective immediately after the record
      date for the determination of stockholders entitled to receive such dividend
      or
      distribution, and any adjustment pursuant to clause (ii) or (iii) of this
      paragraph shall become effective immediately after the effective date of such
      subdivision or combination. If any event requiring an adjustment under this
      paragraph occurs during the period that an Exercise Price is calculated
      hereunder, then the calculation of such Exercise Price shall be adjusted
      appropriately to reflect such event.




-4-







(b)  Fundamental
      Transactions .
      If, at
      any time while this Warrant is outstanding, (1) the Company effects any merger
      or consolidation of the Company with or into another Person, (2) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (3) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of Common
      Stock are permitted to tender or exchange their shares for other securities,
      cash or property, or (4) the Company effects any reclassification of the Common
      Stock or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (in any such case, a **"Fundamental
      Transaction"** ),
      then
      the Holder shall have the right thereafter to receive, upon exercise of this
      Warrant, the same amount and kind of securities, cash or property as it would
      have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      the holder of the number of Warrant Shares then issuable upon exercise in full
      of this Warrant (the **"Alternate
      Consideration"** ).
      For
      purposes of any such exercise, the determination of the Exercise Price shall
      be
      appropriately adjusted to apply to such Alternate Consideration based on the
      amount of Alternate Consideration issuable in respect of one share of Common
      Stock in such Fundamental Transaction, and the Company shall apportion the
      Exercise Price among the Alternate Consideration in a reasonable manner
      reflecting the relative value of any different components of the Alternate
      Consideration. If holders of Common Stock are given any choice as to the
      securities, cash or property to be received in a Fundamental Transaction, then
      the Holder shall be given the same choice as to the Alternate Consideration
      it
      receives upon any exercise of this Warrant following such Fundamental
      Transaction. At the Holder's option and request, any successor to the Company
      or
      surviving entity in such Fundamental Transaction shall, either (1) issue to
      the
      Holder a new warrant substantially in the form of this Warrant and consistent
      with the foregoing provisions and evidencing the Holder's right to purchase
      the
      Alternate Consideration for the aggregate Exercise Price upon exercise thereof,
      or (2) purchase the Warrant from the Holder for a purchase price, payable in
      cash within five Trading Days after such request (or, if later, on the effective
      date of the Fundamental Transaction), equal to the Black Scholes value of the
      remaining unexercised portion of this Warrant on the date of such request.
      The
      terms of any agreement pursuant to which a Fundamental Transaction is effected
      shall include terms requiring any such successor or surviving entity to comply
      with the provisions of this paragraph (c) and insuring that the Warrant (or
      any
      such replacement security) will be similarly adjusted upon any subsequent
      transaction analogous to a Fundamental Transaction.




(c)  Number
      of Warrant Shares .
      Simultaneously with any adjustment to the Exercise Price pursuant to paragraph
      (a) of this Section, the number of Warrant Shares that may be purchased upon
      exercise of this Warrant shall be increased or decreased proportionately, so
      that after such adjustment the aggregate Exercise Price payable hereunder for
      the adjusted number of Warrant Shares shall be the same as the aggregate
      Exercise Price in effect immediately prior to such adjustment.




(d)  Calculations .
      All
      calculations under this Section
      9 shall be
      made to the nearest cent or the nearest 1/100 th of a
      share, as applicable. The number of shares of Common Stock outstanding at any
      given time shall not include shares owned or held by or for the account of
      the
      Company, and the disposition of any such shares shall be considered an issue
      or
      sale of Common Stock.




(e)  Notice
      of Adjustments .
      Upon
      the occurrence of each adjustment pursuant to this Section
      9 ,
      the
      Company at its expense will promptly compute such adjustment in accordance
      with
      the terms of this Warrant and prepare a certificate setting forth such
      adjustment, including a statement of the adjusted Exercise Price and adjusted
      number or type of Warrant Shares or other securities issuable upon exercise
      of
      this Warrant (as applicable), describing the transactions giving rise to such
      adjustments and showing in detail the facts upon which such adjustment is based.
      Upon written request, the Company will promptly deliver a copy of each such
      certificate to the Holder and to the Company's Transfer Agent.




-5-







(f)  Notice
      of Corporate Events .
      If the
      Company (i) declares a dividend or any other distribution of cash, securities
      or
      other property in respect of its Common Stock, including without limitation
      any
      granting of rights or warrants to subscribe for or purchase any capital stock
      of
      the Company or any Subsidiary, (ii) authorizes or approves, enters into any
      agreement contemplating or solicits stockholder approval for any Fundamental
      Transaction or (iii) authorizes the voluntary dissolution, liquidation or
      winding up of the affairs of the Company, then the Company shall deliver to
      the
      Holder a notice describing the material terms and conditions of such
      transaction, at least 20 calendar days prior to the applicable record or
      effective date on which a Person would need to hold Common Stock in order to
      participate in or vote with respect to such transaction, and the Company will
      take all steps reasonably necessary in order to insure that the Holder is given
      the practical opportunity to exercise this Warrant prior to such time so as
      to
      participate in or vote with respect to such transaction; provided, however,
      that
      the failure to deliver such notice or any defect therein shall not affect the
      validity of the corporate action required to be described in such
      notice.




10.  Payment
      of Exercise Price . The
      Holder may pay the Exercise Price in one of the following manners:




(a)  Cash
      Exercise .
      The
      Holder may deliver immediately available funds; or




(b)  Cashless
      Exercise .
      If an
      Exercise Notice is delivered: (i) prior to the first year anniversary of this
      Warrant and a registration statement permitting the Holder to resell the Warrant
      Shares is not then effective or the prospectus forming a part thereof is not
      then available to the Holder for the resale of the Warrant Shares or (ii) after
      the first year anniversary of this Warrant, then the Holder may notify the
      Company in an Exercise Notice of its election to utilize cashless exercise,
      in
      which event the Company shall issue to the Holder the number of Warrant Shares
      determined as follows :




X
      = Y
      [(A-B)/A]




where:




X
      = the
      number of Warrant Shares to be issued to the Holder.




Y
      = the
      number of Warrant Shares with respect to which this Warrant is being
      exercised.




A
      = the
      average of the closing prices for the five Trading Days immediately prior to
      (but not including) the Exercise Date.




B
      = the
      Exercise Price.




-6-







For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares shall be deemed to have commenced,
      on
      the date this Warrant was originally issued.




11.  Limitations
      on Exercise .
      Notwithstanding anything to the contrary contained herein, the number of shares
      of Common Stock that may be acquired by the Holder upon any exercise of this
      Warrant (or otherwise in respect hereof) shall be limited to the extent
      necessary to insure that, following such exercise (or other issuance), the
      total
      number of shares of Common Stock then beneficially owned by such Holder and
      its
      Affiliates and any other Persons whose beneficial ownership of Common Stock
      would be aggregated with the Holder's for purposes of Section 13(d) of the
      Exchange Act, does not exceed 9.999% of the total number of issued and
      outstanding shares of Common Stock (including for such purpose the shares of
      Common Stock issuable upon such exercise). For such purposes, beneficial
      ownership shall be determined in accordance with Section 13(d) of the Exchange
      Act and the rules and regulations promulgated thereunder. This provision shall
      not restrict the number of shares of Common Stock which a Holder may receive
      or
      beneficially own in order to determine the amount of securities or other
      consideration that such Holder may receive in the event of a Fundamental
      Transaction as contemplated in Section 9 of this Warrant. This restriction
      may
      not be waived.




12.  No
      Fractional Shares .
      No
      fractional shares of Warrant Shares will be issued in connection with any
      exercise of this Warrant. In lieu of any fractional shares which would,
      otherwise be issuable, the Company shall pay cash equal to the product of such
      fraction multiplied by the closing price of one Warrant Share as reported by
      the
      applicable Trading Market on the date of exercise.




13.  Notices .
      Any and
      all notices or other communications or deliveries hereunder (including, without
      limitation, any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (ii)
      the
      next Trading Day after the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified in this Section
      on
      a day that is not a Trading Day or later than 6:30 p.m. (New York City time)
      on
      any Trading Day, (iii) the Trading Day following the date of mailing, if sent
      by
      nationally recognized overnight courier service, or (iv) upon actual receipt
      by
      the party to whom such notice is required to be given. The addresses for such
      communications shall be:




If
                to the Company:
            Generex
                Biotechnology Corporation
              33
                Harbour Square, Suite 202
              Toronto,
                Ontario
              CanadaM5J
                2G2
              Attention:
                Anna E. Gluskin
              Facsimile:
                (416) 364-9363With
                a copy to:
            Eckert
                Seamans Cherin & Mellott, LLC
              1515
                Market Street, 9thFloor
              Philadelphia,
                PA 19102
              Attention:
                Gary A. Miller, Esquire
              Facsimile:
                (215) 851-8383





-7-





If
                to the Holder:
            To
                the address or facsimile number appearing on the Warrant Register
                or such
                other address or facsimile number as the Holder may provide to the
                Company
                in accordance with this Section.





14.  Warrant
      Agent .
      The
      Company shall serve as warrant agent under this Warrant. Upon 30 days' notice
      to
      the Holder, the Company may appoint a new warrant agent. Any corporation into
      which the Company or any new warrant agent may be merged or any corporation
      resulting from any consolidation to which the Company or any new warrant agent
      shall be a party or any corporation to which the Company or any new warrant
      agent transfers substantially all of its corporate trust or shareholders
      services business shall be a successor warrant agent under this Warrant without
      any further act. Any such successor warrant agent shall promptly cause notice
      of
      its succession as warrant agent to be mailed (by first class mail, postage
      prepaid) to the Holder at the Holder's last address as shown on the Warrant
      Register.




15.  Miscellaneous .




(a)  This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and assigns. Subject to the preceding sentence,
      nothing in this Warrant shall be construed to give to any Person other than
      the
      Company and the Holder any legal or equitable right, remedy or cause of action
      under this Warrant. This Warrant may be amended only in writing signed by the
      Company and the Holder and their successors and assigns.




(b)  All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of this
      Warrant and the transactions herein contemplated ( **“Proceedings”** )
      (whether brought against a party hereto or its respective Affiliates, employees
      or agents) shall be commenced exclusively in the state and federal courts
      sitting in the City of New York, Borough of Manhattan (the “ **New
      York Courts** ”).
      Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of the
      New
      York Courts for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein, and
      hereby irrevocably waives, and agrees not to assert in any Proceeding, any
      claim
      that it is not personally subject to the jurisdiction of any New York Court,
      or
      that such Proceeding has been commenced in an improper or inconvenient forum.
      Each party hereto hereby irrevocably waives personal service of process and
      consents to process being served in any such Proceeding by mailing a copy
      thereof via registered or certified mail or overnight delivery (with evidence
      of
      delivery) to such party at the address in effect for notices to it under this
      Warrant and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      Each party hereto hereby irrevocably waives, to the fullest extent permitted
      by
      applicable law, any and all right to trial by jury in any legal proceeding
      arising out of or relating to this Warrant or the transactions contemplated
      hereby. If either party shall commence a Proceeding to enforce any provisions
      of
      this Warrant, then the prevailing party in such Proceeding shall be reimbursed
      by the other party for its attorney’s fees and other costs and expenses incurred
      with the investigation, preparation and prosecution of such
      Proceeding.




-8-







(c)  The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.




(d)  In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK,




SIGNATURE
      PAGE FOLLOWS]




-9-


IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.




**GENEREX
                BIOTECHNOLOGY CORPORATION**By:/s/
                Rose C. PerriName:Rose
                C. Perri [document reviewer]Title:Chief
                Financial OfficerBy:/s/
                Mark A. FletcherName:Mark
                  A. Fletcher [document preparer]Title:Executive
                Vice-President, General Counsel





-10-


**GENEREX
      BIOTECHNOLOGY CORPORATION**


WARRANT
      ORIGINALLY ISSUED JANUARY 13, 2006





EXERCISE
      NOTICE







To **GENEREX
      BIOTECHNOLOGY CORPORATION** :




The
      undersigned hereby irrevocably elects to purchase _____________ shares of Common
      Stock pursuant to the above captioned Warrant, and, if such Holder is not
      utilizing the cashless exercise provisions set forth in the Warrant, encloses
      herewith $________ in cash, certified or official bank check or checks or other
      immediately available funds, which sum represents the aggregate Exercise Price
      (as defined in the Warrant) for the number of shares of Common Stock to which
      this Exercise Notice relates, together with any applicable taxes payable by
      the
      undersigned pursuant to the Warrant.




By
      its
      delivery of this Exercise Notice, the undersigned represents and warrants to
      the
      Company that in giving effect to the exercise evidenced hereby the Holder will
      not beneficially own in excess of the number of shares of Common Stock
      (determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934) permitted to be owned under Section 11 of this Warrant to which this
      notice relates.




The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of






PLEASE
      INSERT SOCIAL SECURITY OR


TAX
      IDENTIFICATION NUMBER




(Please
      print name and address)





Warrant
      Shares Exercise Log




Date
            Number
                of Warrant Shares Available to be Exercised
            Number
                of Warrant Shares Exercised
            Number
                of Warrant Shares Remaining to be Exercised










**GENEREX
      BIOTECHNOLOGY CORPORATION**


WARRANT
      ORIGINALLY ISSUED JANUARY 13, 2006





FORM
      OF
      ASSIGNMENT







[To
      be
      completed and signed only upon transfer of Warrant]




FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the above-captioned
      Warrant to purchase ____________ shares of Common Stock to which such Warrant
      relates and appoints ________________ attorney to transfer said right on the
      books of the Company with full power of substitution in the
      premises.




Dated:  _______________,
      ____




_______________________________________(Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)____________________________________Address
                of Transferee________________________________________________________________________In
                the presence of:__________________________