SECURITIES PURCHASE AGREEMENT (US)

     This SECURITIES PURCHASE AGREEMENT (the "Agreement"), entered into
effective this ___ day of May 2000, by and among Generex Biotechnology
Corporation, a Delaware corporation, with headquarters located at 33 Harbour
Square, Suite 202, Toronto, Ontario M5J 2G2 (the "Company"), and the investor(s)
listed on Schedule 1 attached hereto (individually, a "Buyer" and collectively,
the "Buyers").

     WHEREAS:

     A. The Company and the Buyers are executing and delivering this Agreement
in reliance upon the exemption from securities registration afforded by Rule 506
of Regulation D ("Regulation D") promulgated by the United States Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "1933 Act");

     B. The Buyers wish to purchase, upon the terms and conditions stated in
this Agreement, units of securities of the Company (the "Units") consisting of
shares of the Company's Common Stock ("Company Common Stock"), par value $.001
per share (the "Shares") and warrants in substantially the same form attached
hereto as Exhibit D to acquire an equal number of shares of Company Common Stock
(the "Warrants"), each Unit consisting of one Share and a Warrant to purchase
one share of the Company's Common Stock; and

     C. Contemporaneously with the execution and delivery of this Agreement, the
parties hereto are executing and delivering a Registration Rights Agreement
substantially in the form attached hereto as Exhibit A (the "Registration Rights
Agreement") pursuant to which the Company has agreed to provide certain
registration rights under the 1933 Act and SEC rules and regulations promulgated
thereunder.

     NOW THEREFORE, the Company and the Buyers hereby agree as follows:

     1. PURCHASE AND SALE OF COMMON SHARES AND WARRANTS.

        a. Purchase of Shares and Warrants. In connection with an offering by
the Company of Units to certain purchasers including the Buyers (the
"Offering"), and subject to the satisfaction (or waiver) of the conditions set
forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer
and each Buyer severally agrees to purchase from the Company at the Closing, as
hereinafter defined), a number of Units determined by dividing such Buyer's Unit
Purchase Amount as set forth on Schedule 1 (a "Buyer's Unit Purchase Amount") by
$6.00 (the "Units Purchase Price"). The Company shall not issue fractional
Units, however, and any fractional Unit amount shall be rounded to the next
higher whole number.

        b. The Buyers understand that, contemporaneously with its offer of Units
to Buyers, the Company is offering Units to other purchasers (the "Other
Purchasers") in reliance on


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Regulation D and/or Regulation S promulgated under the 1933 Act. Buyers consent
to such contemporaneous offers and sale of Units to Other Purchasers provided
that (i) offers to Other Purchasers in the United States shall only be made to
one or more qualified institutional buyers as that term is defined by Rule 144A
promulgated under the 1933 Act or accredited investors as that term is defined
by Rule 501(a) promulgated under the 1933 Act, on substantially similar terms to
those set forth in this Agreement, (ii) no sale to Other Purchasers shall be
consummated after May 31, 2000 (the "Offering Termination Date"), and (iii) the
gross Offering amount, including all sales to Buyers and Other Purchasers, shall
not exceed $25,000,000 US.

        c. Closing. Subject to the satisfaction (or waiver) of the conditions
contained in Sections 6 and 7, each Buyer shall pay its Buyer's Unit Purchase
Amount to the Company on the Closing Date by wire transfer of immediately
available funds in accordance with the Company's written wire instructions, and
the Company shall thereupon issue and deliver or cause to be issued and
delivered to such Buyer certificates in such denominations as such Buyer shall
request representing the Shares and Warrants comprising the Units purchased by
such Buyer, duly executed on behalf of the Company and registered in the name of
such Buyer or its designee (the "Units Certificates"). The Closing Date, shall
be such date as the Company and the Buyer shall agree upon, but in no event
later than May 31, 2000 (such date being hereinafter referred to as "Closing
Date"). The term ("Closing") as used herein shall mean the delivery of the Units
Certificates, the payment of the Buyer's Unit Purchase Amount, and the delivery
of such other documents and taking of such other actions as are required to be
delivered or taken at the Closing pursuant to this Agreement.

     2. BUYERS' REPRESENTATIONS AND WARRANTIES.

        Each Buyer represents and warrants with respect to only itself that:

        a. Investment Purpose. Buyer is acquiring the Shares and Warrants
comprising the Units, and any shares of the Company Common Stock acquired upon
exercise of any of the Warrants ("Warrant Shares")(such Shares, Warrants and
Warrant Shares being hereinafter sometimes referred to as the "Securities") for
its own account for investment only and not with a view towards, or for resale
in connection with, the public sale or distribution thereof, except pursuant to
an effective registration statement under the 1933 Act or an exemption from
registration the 1933 Act; provided, however, that by making the representations
herein, such Buyer does not agree to hold any of the Securities for any minimum
or other specific term and reserves the right to dispose of the Securities at
any time in accordance with or pursuant to a registration statement or an
exemption from registration under the 1933 Act.

        b. Accredited Investor Status. Buyer is a "qualified institutional
buyer" as defined in Rule 144A under the 1933 Act and/or an "accredited
investor" as that term is defined in Rule 501 of Regulation D.


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        c. Reliance on Exemptions. Buyer understands that the Securities are
being offered and sold to it in reliance on Regulation D and that the Company is
relying upon the truth and accuracy of, and such Buyer's compliance with, the
representations, warranties, agreements, acknowledgments and understandings of
such Buyer set forth herein in order to determine the availability of
Regulation D and the eligibility of such Buyer to acquire such Securities.

        d. Information. Buyer and its advisors, if any, have been furnished with
all materials relating to the business, finances and operations of the Company
and materials relating to the offer and sale of the Securities which have been
requested by such Buyer. Such Buyer and its advisors, if any, have been afforded
the opportunity to ask questions of the Company. Neither such inquiries nor any
other due diligence investigations conducted by such Buyer or its advisors, if
any, or its representatives shall modify, amend or affect such Buyer's right to
rely on the Company's representations and warranties contained in Section 3
below. Such Buyer understands that its investment in the Securities involves a
high degree of risk. Such Buyer has sought such accounting, legal and tax advice
as it has considered necessary to make an informed investment decision with
respect to its acquisition of the Securities.

        e. No Governmental Review. Buyer understands that no United States
federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Securities or the
fairness or suitability of the investment in the Securities nor have such
authorities passed upon or endorsed the merits of the offering of the
Securities.

        f. Transfer or Resale. Buyer understands that except as provided in the
Registration Rights Agreement, the Securities have not been and are not being
registered under the 1933 Act or any state securities laws, and may not be
offered for sale, sold, assigned or transferred unless (i) subsequently
registered thereunder, (ii) such Buyer shall have delivered to the Company an
opinion of counsel, in a form reasonably acceptable to Company counsel, to the
effect that such Securities to be sold, assigned or transferred may be sold,
assigned or transferred without registration under the 1933 Act and in
compliance with an applicable exemption from such registration.

        g. Securities. Buyer understands that the certificates or other
instruments representing the Securities, except as set forth below, shall bear a
restrictive legend in substantially the following form (and the Company shall be
required to issue a stop-transfer order against transfer of such stock
certificates if the Securities are not transferred in accordance with the
following legend):

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT") OR ANY
     STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR
     INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
     ASSIGNED (1) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
     THE SECURITIES UNDER

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     THE 1933 ACT AND STATE SECURITIES LAWS, IF THEN REQUIRED, OR (2) IN
     THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE
     TO THE ISSUER'S COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER THE
     1933 ACT.

The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Securities upon which it is
stamped, if, unless otherwise required by state securities laws, (i) such
Securities are registered for sale under the 1933 Act and the Buyer has sold the
Securities and has fulfilled the applicable prospectus delivery requirements,
(ii) in connection with a sale transaction, such holder provides the Company
with an opinion of counsel, in a form reasonably acceptable to Company counsel,
to the effect that a public sale, assignment or transfer of the Securities has
been or will be made without registration under the 1933 Act.

        h. Validity; Enforcement. This Agreement has been duly and validly
authorized, executed and delivered on behalf of such Buyer and is a valid and
binding agreement of such Buyer enforceable against such Buyer in accordance
with its terms, subject as to enforceability to general principles of equity and
to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to, or affecting generally, the enforcement of
applicable creditors' rights and remedies.

        i. Residency. Buyer certifies that such Buyer resides or has a bona fide
place of business at its address set forth on Schedule 1.

     3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

        The Company represents and warrants to each of the Buyers that:

        a. Organization and Qualification. The Company and its "Subsidiaries"
(which for purposes of this Agreement means any entity in which the Company,
directly or indirectly, owns a controlling position of capital stock or holds a
controlling position of an equity or similar interest) are corporations duly
organized and validly existing in good standing under the laws of the
jurisdiction in which they are incorporated, and have the requisite corporate
power and authorization to own their properties and to carry on their business
as now being conducted. Each of the Company and its Subsidiaries is duly
qualified as a foreign corporation to do business and is in good standing in
every jurisdiction in which its ownership of property or the nature of the
business conducted by it makes such qualification necessary, except to the
extent that the failure to be so qualified or be in good standing would not have
a Material Adverse Effect. As used in this Agreement, "Material Adverse Effect"
means any material adverse effect on the business, properties, assets,
operations, results or operations, financial condition or prospects of the
Company and its Subsidiaries, if any, taken as a whole, or on the transactions
contemplated hereby or by the agreements and instruments to be entered into in
connection herewith, or on the authority or ability of the Company to perform
its obligations under the Transaction Documents (as defined below).


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        b. Authorization; Enforcement; Validity. (i) The Company has the
requisite corporate power and authority to enter into and perform this
Agreement, the Registration Rights Agreement, the Transfer Agent Instructions
(as defined in Section 5), the Warrants and each of the other agreements entered
into by the parties hereto in connection with the transactions contemplated by
this Agreement (collectively, the "Transaction Documents"), and to issue the
Securities in accordance with the terms hereof and thereof, (ii) the execution
and delivery of the Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby, including without
limitation the issuance of the Shares and the Warrants and the reservation for
issuance and the issuance of the Warrant Shares issuable upon exercise thereof,
have been duly authorized by the Company's Board of Directors and no further
consent or authorization is required by the Company, its Board of Directors or
its stockholders, (iii) the Transaction Documents have been duly executed and
delivered by the Company, and (iv) the Transaction Documents constitute the
valid and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors' rights and remedies.

        c. Issuance of Securities. The Shares are duly authorized and, upon
issuance in accordance with the terms hereof, shall be (i) validly issued, fully
paid and non-assessable and (ii) free from all taxes, liens and charges with
respect to the issue thereof. The shares of Common Stock issued pursuant to this
Agreement (subject to adjustment pursuant to the Company's covenant set forth in
Section 4(g) below) have been duly authorized and reserved for issuance upon
exercise of the Warrants. Upon exercise in accordance with the Warrants, the
Warrant Shares will be validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issue thereof, with the
holders being entitled to all rights accorded to a holder of Company Common
Stock.

        d. No Conflicts. The execution, delivery and performance of the
Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the
Company's issuance of the Common Shares and the reservation for issuance and
issuance of the Warrant Shares) will not (i) result in a violation of the
Company's Certificate of Incorporation, as amended and as in effect on the date
hereof (the "Certificate of Incorporation") or the Company's By-laws, as amended
and as in effect on the date hereof (the "By-laws") or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any material agreement, indenture or
instrument to which the Company or any of its Subsidiaries is a party, or result
in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and the rules and
regulations of the Principal Market (as defined below)) applicable to the
Company or any of its Subsidiaries or by which any property or asset of the
Company or any of its Subsidiaries is bound or affected. Neither the Company nor
its Subsidiaries is in violation of any term of or in default under its
Certificate of Incorporation, or By-laws or their organizational charter or
by-laws, respectively. Neither the Company or any of its Subsidiaries is in
violation or any term


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of or in default under any contract, agreement, mortgage, indebtedness,
indenture, instrument, judgment, decree or order or any statute, rule or
regulation applicable to the Company or its Subsidiaries, except for possible
conflicts, defaults, terminations, amendments which would not have a Material
Adverse Effect. The business of the Company and its Subsidiaries is not being
conducted, and shall not be conducted, in violation of any law, ordinance,
regulation of any governmental entity, except for possible violations the
sanctions for which either individually or in the aggregate would not have a
Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required under the 1933 Act, the Company is not required to obtain any
consent, authorization or order of, or make any filing or registration with, any
court or governmental agency or any regulatory or self-regulatory agency in
order for it to execute, deliver or perform any of its obligations under or
contemplated by the Transaction Documents in accordance with the terms hereof or
thereof. All consents, authorizations, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence have been
obtained or effected on or prior to the date hereof. The Company and its
Subsidiaries are unaware of any facts or circumstances which might give rise to
any of the foregoing. The Company is not in violation of the listing
requirements of the Principal Market (as defined below).

        e. SEC Documents; Financial Statements. As of the Closing, the Company
has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC pursuant to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the
foregoing filed prior to the date hereof and all exhibits included therein and
financial statements and schedules thereto and documents incorporated by
reference therein being hereinafter referred to as the "SEC Documents"). As of
their respective dates, the SEC Documents complied in all material respects with
the requirements of the 1934 Act and the rules and regulations of the SEC
promulgated thereunder applicable to the SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the SEC
Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, consistently applied, during the
periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). No other
information provided by or on behalf of the Company to the Buyers which is not
included in the SEC Documents contains any untrue statement of a material fact
or omits to state any material fact necessary in order to make the statements
therein, in the light of the circumstance under which they are or were made, not
misleading. Neither the Company nor any of its Subsidiaries or any of their
officers, directors, employees or agents have provided the Buyers with any
material, nonpublic information.


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        f. Absence of Certain Changes. Since the most recent filing by the
Company with the SEC, there has been no material adverse change and no material
adverse development in the business, properties, operations, financial
condition, results of operations or prospects of the Company or its
Subsidiaries. The Company has not taken any steps, and does not currently expect
to take any steps, to seek protection pursuant to any bankruptcy law nor does
the Company or any of its Subsidiaries have any knowledge or reason to believe
that its creditors intend to initiate involuntary bankruptcy proceedings.

        g. Absence of Litigation. Except as set forth in the SEC Documents,
there is no action, suit, proceeding, inquiry or investigation before or by any
court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company, the Company's common stock, the
Common Shares or any of the Company's Subsidiaries or any of the Company's or
the Company's Subsidiaries' officers or directors in their capacities as such
that would have a Material Adverse Effect.

        h. No Integrated Offering. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers to
buy any security, under circumstances that would require registration of any of
the Securities under the 1933 Act or cause this offering of the Securities to be
integrated with prior offerings by the Company to third parties other than the
Buyers and other Purchasers for purposes of the 1933 Act so as to render invalid
the exemption from registration provided under Regulation D or any applicable
stockholder approval provisions, including, without limitation, under the rules
and regulations of any exchange or automated quotation system on which any of
the securities of the Company are listed or designated, nor will the Company or
any of its Subsidiaries take any action or steps that would require registration
of any of the Securities under the 1933 Act or cause the offering of the
Securities to be integrated with other offerings so as to render invalid the
exemption from registration provided under Regulation D.

        i. No Undisclosed Events, Liabilities, Developments or Circumstances. No
event, liability, development or circumstance has occurred or exists, or is
contemplated to occur, with respect to the Company or its Subsidiaries or their
respective business, properties, prospects, operations or financial condition,
that would be required to be disclosed by the Company under applicable
securities laws on a registration statement filed with the SEC relating to an
issuance and sale by the Company of the Company Common Stock and which has not
been publicly announced.

        j. No General Solicitation. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of
Regulation D under the 1933 Act) in connection with the offer or sale of the
Securities.

        k. Regulation S Related Matters. This section omitted.


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        l. Employee Relations. Neither the Company nor any of its Subsidiaries
is involved in any union labor dispute nor, to the knowledge of the Company or
any of its Subsidiaries, is any such dispute threatened.

        m. Intellectual Property Rights. The Company and its Subsidiaries own or
possess adequate rights or licenses to use all trademarks, trade names, service
marks, service mark registrations, service names, patents, patent rights,
copyrights, inventions, licenses, approvals, governmental authorizations, trade
secrets and rights necessary to conduct their respective businesses as now
conducted. None of the Company's trademarks, trade names, service marks, service
mark registrations, service names, patents, patent rights, copyrights,
inventions, licenses, approvals, government authorizations, trade secrets or
other intellectual property rights have expired or terminated, or are expected
to expire or terminate within two years from the date of this Agreement. The
Company and its Subsidiaries do not have any knowledge of any infringement by
the Company or its Subsidiaries of trademark, trade name rights, patents, patent
rights, copyrights, inventions, licenses, service names, service marks, service
mark registrations, trade secret or other similar rights of others, or of any
such development of similar or identical trade secrets or technical information
by others and the Company and its Subsidiaries are unaware of any facts or
circumstances which might give rise to any of the foregoing. The Company and its
Subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual properties.

        n. Environmental Laws. The Company and its Subsidiaries (i) are in
compliance with any and all applicable foreign, federal, state and local laws
and regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval.

        o. Title. The Company and its Subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title to all
personal property owned by them which is material to the business of the Company
and its Subsidiaries, in each case free and clear of all liens, encumbrances and
defects except such as are described in the SEC Documents or such as do not
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company and any of its
Subsidiaries. Any real property and facilities held under lease by the Company
and any of its Subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by the
Company and its Subsidiaries.

        p. Insurance. The Company and each of its Subsidiaries are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as


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management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged and the Company does not
have any reason to believe it will not be able to renew its existing insurance
coverage under substantially similar terms for the next two (2) years.

        q. Regulatory Permits. The Company and its Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate federal,
state or foreign regulatory authorities necessary to conduct their respective
businesses as presently conducted, and neither the Company nor any such
Subsidiary has received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization or permit.

        r. Tax Status. The Company and each of its Subsidiaries has made or
filed all federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company and each of its Subsidiaries has set aside
on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and has set aside on its books provision reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim.

        s. Transactions With Affiliates. Except as set forth in the SEC
Documents filed at least ten days prior to the date hereof, none of the
officers, control parties, control entities, directors, or employees of the
Company is presently a party to any transaction with the Company or any of its
Subsidiaries (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any corporation,
partnership, trust or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner.

        t. Eligibility. The Company is currently eligible to register the resale
of the Shares and Warrant Shares on a registration statement on Form S-3 under
the 1933 Act.

     4. COVENANTS.

        a. Best Efforts. Each party shall use its best efforts timely to satisfy
each of the conditions to be satisfied by it as provided in Sections 6 and 7 of
this Agreement.

        b. Regulation S Matters. This section omitted.


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        c. Reporting Status. Until the earlier of (i) the date which is one year
after the date as of which the Investors (as that term is defined in the
Registration Rights Agreement) may sell all of the Shares or Warrant Shares
without restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or
successor thereto), or (ii) the date on which the Investors shall have sold all
the Shares and Warrant Shares (the "Registration Period"), the Company shall
file all reports required to be filed with the SEC pursuant to the 1934 Act, and
the Company shall not terminate its status as an issuer required to file reports
under the 1934 Act even if the 1934 Act or the rules and regulations thereunder
would otherwise permit such termination.

        d. Rule 903(c)(3)(iii)(B)(4) Covenant. This section omitted.

        e. Right of First Refusal. Subject to the rights of Ladenburg Thalmann &
Co. ("LT&C") as set forth in that certain investment banking agreement with the
Company, dated April 11, 2000 (the "Investment Banking Agreement") and subject
to the exceptions described below, the Company and its Subsidiaries shall not
negotiate or contract with any party for any equity financing (including any
debt financing with an equity component) or issue any equity securities of the
Company or any Subsidiary or securities convertible or exchangeable into or for
equity securities of the Company or any Subsidiary (including debt securities
with an equity component) in any form ("Future Offerings") during the period
beginning on the date hereof and ending on, and including, the date which is 180
days after the Closing Date, unless it shall have first delivered to Buyers
written notice (the "Future Offering Notice") describing the proposed Future
Offering, including the terms and conditions thereof, and providing each Buyer
an option to purchase up to its Aggregate Percentage (as defined below) of the
securities to be issued in such Future Offering, as of the date of delivery of
the Future Offering Notice, in the Future Offering (the limitations referred to
in this sentence is referred to as the "Capital Raising Limitations"). For
purposes of this Section 4(e), "Aggregate Percentage" at any time with respect
to any Buyer shall mean the percentage obtained by dividing (i) the aggregate
number of the Shares purchased by such Buyer by (ii) the aggregate number of
Company Common Stock sold to Buyers and Other Purchasers in the Offering. A
Buyer can exercise its option to participate in a Future Offering by delivering
to the Company written notice thereof to participate to the Company within five
(5) business days after receipt of a Future Offering Notice by Buyers' Designee,
which notice shall state the quantity of securities being offered in the Future
Offering that such Buyer will purchase, up to its Aggregate Percentage, and that
number of securities it is willing to purchase in excess of its Aggregate
Percentage. In the event that one or more Buyers fail to elect to purchase up to
each such Buyer's Aggregate Percentage, then each Buyer which has indicated that
it is willing to purchase a number of securities in such Future Offering in
excess of its Aggregate Percentage shall be entitled to purchase its pro rata
portion (determined in the same manner as described in the preceding sentence)
of the securities in the Future Offering which one or more of the Buyers have
not elected to purchase. In the event the Buyers fail to elect to fully
participate in the Future Offering within the periods described in this Section
4(e), the Company shall have 45 days thereafter to sell the securities of the
Future Offering that the Buyers did not elect to purchase, upon terms and
conditions no more favorable to the purchasers thereof than specified in the
Future Offering Notice. In the event the Company has not sold such securities of
the Future Offering within such 45 day period, the Company shall not


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thereafter issue or sell such securities without first offering such securities
to the Buyers in the manner provided in this Section 4(e). In the event a Buyer
exercises its option to participate in a Future Offering and such Buyer fails to
purchase its Aggregate Percentage of the securities offered by the Company
through such Future Offering (other than as a result of the Company's breach of
its obligations concerning such Future Offering) then notwithstanding anything
to the contrary contained in this Section 4(e), such Buyer shall then forfeit
its right to first refusal with respect to such Future Offering and any later
Future Offering. The Capital Raising Limitations shall not apply to (i) a loan
from a commercial bank or any other institutional lender which does not have any
equity feature, (ii) any transaction involving the Company's issuances of
securities (A) as consideration in a merger or consolidation, or (B) as
consideration for the acquisition of a business, product, license or other
assets by the Company, (iii) the issuance of securities in a firm commitment,
underwritten public offering, (iv) the issuance of securities upon exercise or
conversion of the Company's options, warrants or other convertible securities
outstanding as of the date hereof or other contractual commitments in effect
prior to the Closing Date, (v) the grant of additional options or warrants, or
the issuance of additional securities, under any Company stock option plan,
restricted stock plan or stock purchase plan for the benefit of the Company's
employees, directors, consultants or advisors; or (vi) the Company's issuance of
equity securities pursuant to any significant investment made by any entity or
business engaged in the same industry or business of the Company in connection
with a research, development, marketing, supply or similar arrangement. The
Buyers shall not be required to participate or exercise their right of first
refusal with respect to a particular Future Offering in order to exercise their
right of first refusal with respect to later Future Offerings.

        f. Listing. The Company shall promptly secure the listing of all of the
Registrable Securities (as that term is defined in the Registration Rights
Agreement) and shall use its best efforts to maintain, so long as any other
shares of Common Stock shall be so listed, such listing of all Registrable
Securities from time to time issuable under the terms of the Transaction
Documents. Neither the Company nor any of its Subsidiaries shall take any action
which would be reasonably expected to result in the delisting or suspension of
Company Common Stock on Nasdaq. The Company shall promptly, and in no event
later than the following business day, provide to each Buyer copies of any
notices it receives from the Nasdaq regarding the continued eligibility of
Company common stock for listing on such automated quotation system or
securities exchange. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 4(f).

        g. Reservation of Shares. The Company shall take all action necessary to
at all times have authorized; and reserved for the purpose of issuance, no less
than 100% of the number of shares of common stock needed to provide for the
issuance of the shares of Warrant Shares upon exercise of all outstanding
Warrants.

        h. [Reserved.]

        i. Limitation on Filing Registration Statements. Except to comply with
the rights of LT&C as set forth in the Investment Banking Agreement and the
investor or investors


                                       11

<PAGE>


contemplated by the Investment Banking Agreement, the Company shall not file a
registration statement other than (A) the Registration Statement (as defined in
the Registration Rights Agreement) or (B) a registration statement covering the
sale or resale of shares of Company common stock issued or issuable upon the
exercise of options or rights granted under an employee benefit plan, as defined
in Rule 405 under the 1933 Act with the SEC during the period beginning on the
date hereof and ending on the date which is 90 days after the Registration
Statement has been declared effective by the SEC.

        j. Independent Auditors. The Company shall, until at least three (3)
years after the Closing Date, maintain as its independent auditors an accounting
firm authorized to practice before the SEC.

        k. Corporate Existence and Taxes. The Company shall, until at least the
later of (i) the date that is three (3) years after the Closing Date or (ii) the
sale of all of the Common Shares purchased pursuant to this Agreement, maintain
its corporate existence in good standing (provided, however, that the foregoing
covenant shall not prevent the Company from entering into any merger or
corporate reorganization as long as the surviving entity in such transaction, if
not the Company, has common stock listed for trading on Nasdaq, the New York
Stock Exchange or the American Stock Exchange; and (iii) shall pay all its taxes
when due except for taxes which the Company disputes).

     5. TRANSFER AGENT INSTRUCTIONS. The Company shall issue irrevocable
instructions to StockTrans, Inc., as transfer agent (the "Transfer Agent"), and
any subsequent transfer agent, substantially in the form of Exhibit B hereto
(the "Transfer Agent Instructions"). Prior to registration of the Shares and
Warrant Shares under the 1933 Act, all such certificates shall bear the
restrictive legend specified in Section 2(g) of this Agreement. The Company
warrants that no instruction other than the Transfer Agent Instructions referred
to in this Section 5, and stop transfer instructions to give effect to Section
2(f) hereof, will be given by the Company to its Transfer Agent and that the
Securities shall otherwise be freely transferable on the books and records of
the Company as and to the extent provided in this Agreement and the Registration
Rights Agreement. Nothing in this Section 5 shall affect in any way each Buyer's
obligations and agreements set forth in Section 2(g) to comply with all
applicable prospectus delivery requirements, if any, upon resale of the
Securities. If a Buyer provides the Company with an opinion of counsel, in a
form reasonably acceptable to Company counsel, to the effect that a public sale,
assignment or transfer of the Securities may be made without registration under
the 1933 Act or the Buyer provides the Company with reasonable assurances that
the Securities have been or are to be sold pursuant to Regulation S or Rule 144
without any restriction as to the number of securities acquired as of a
particular date that can then be immediately sold, the Company shall permit the
transfer, and, promptly instruct its Transfer Agent to issue one or more
certificates in such name and in such denominations as specified by such Buyer
and without any restrictive legend. The Company acknowledges that a breach by it
of its obligations hereunder will cause irreparable harm to the Buyers by
vitiating the intent and purpose of the transaction contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations under this Section 5


                                       12

<PAGE>


will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Section 5, that the Buyers shall be
entitled, in addition to all other available remedies, to an order and/or
injunction restraining any breach and requiring immediate issuance and transfer,
without the necessity of showing economic loss and without any bond or other
security being required.

     6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

        The obligation of the Company hereunder to issue and sell the Common
Shares and Warrants to each Buyer at the Closing is subject to the satisfaction,
at or before the Closing Date, of each of the following conditions, provided
that these conditions are for the Company's sole benefit and may be waived by
the Company at any time in its sole discretion by providing each Buyer with
prior written notice thereof:

        a. Such Buyer shall have executed each of the Transaction Documents to
which it is a party and delivered the same to Company.

        b. The representations and warranties of such Buyer shall be true and
correct in all material respects as of the date when made and as of the Closing
Date as though made at that time (except for representations and warranties that
speak as of a specific date), and such Buyer shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by such
Buyer at or prior to the Closing Date.

        c. Such Buyer shall have delivered to the Company such other documents
relating to the transactions as are contemplated by this Agreement.

        d. Notwithstanding anything to the contrary contained in this Agreement,
including without limitation Section 11(l) below, in the event that the closing
sale price for the Company Common Stock (as quoted on the Nasdaq) on the Closing
Date is less than $6.00 per common share, then the Company may unilaterally
terminate this Agreement by providing written notice to the Buyers, and all of
the obligations of the Buyers and the Company as contemplated in this Agreement
shall be automatically terminated.

        (e) The gross proceeds from the sale of Units in the Offering shall
equal or exceed $5,600,000.

     7. CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE.

        The obligation of each Buyer hereunder to purchase the Units at the
Closing is subject to the satisfaction, at or before the Closing Date, of each
of the following conditions, provided that these conditions are for each Buyer's
sole benefit and may be waived by such Buyer at any time in its sole discretion
by providing the Company with prior written notice thereof:


                                       13

<PAGE>


        a. The Company shall have executed each of the Transaction Documents and
delivered the same to the Buyers.

        b. The Company's common stock shall be authorized for quotation on
Nasdaq and trading in Company common stock shall not have been suspended by the
SEC or Nasdaq.

        c. The representations and warranties of the Company shall be true and
correct as of the date when made and as of the Closing Date as though made at
that time (except for representations and warranties that speak as of a specific
date) and the Company shall have performed, satisfied and complied with the
covenants, agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by the Company at or prior to the Closing
Date.

        d. The Company shall have delivered to the Buyers the opinion of the
Company's counsel dated as of the Closing Date, in substantially the form of
Exhibit C attached hereto.

        e. The Transfer Agent Instructions, in the form of Exhibit B attached
hereto, shall have been delivered to and acknowledged in writing by the
Company's transfer agent and a copy of the executed Transfer Agent Instructions
shall have been delivered to the Buyers.

        f. The Company shall have made all filings, other than those
contemplated by the Registration Rights Agreement, under all applicable federal
and state securities laws necessary to consummate the issuance of the Securities
pursuant to this Agreement in compliance with such laws.

        g. The Company shall have delivered to the Buyers such other documents
relating to the transactions as are contemplated by this Agreement.

        (h) The gross proceeds from the sale of Units in the Offering shall
equal or exceed $5,600,000.

     8. INDEMNIFICATION.

        In consideration of each Buyer's execution and delivery of the
Transaction Documents and acquiring the Securities thereunder and in addition to
all of the Company's other obligations under the Transaction Documents, the
Company shall defend, protect, indemnify and hold harmless each Buyer and each
other holder of the Securities and all of their stockholders, officers,
directors, employees and direct or indirect investors and any of the foregoing
person's agents or other representatives (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement)
(collectively, the "Indemnitees") from and against any and all actions, causes
of action, suits, claims, losses, costs, penalties, fees, liabilities and


                                       14

<PAGE>


damages, and expenses in connection therewith (irrespective of whether any such
Indemnitee is a party to the action for which indemnification hereunder is
sought), and including reasonable attorneys' fees and disbursements (the
"Indemnified Liabilities"), incurred by any Indemnitee as a result of, or
arising out of, or relating to (a) any misrepresentation or breach of any
representation or warranty made by the Company in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
(b) any breach of any covenant, agreement or obligation of the Company contained
in the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, (c) any cause of action, suit or claim brought
or made against such Indemnitee and arising out of or resulting from the
execution, delivery, performance or enforcement of the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
(d) any transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of the issuance of the Securities or (e) the
status of such Buyer or holder of the Securities as an investor in the Company.
To the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law.

     9. ANTI-DILUTION ADJUSTMENTS.

        a. Dividend, Subdivision, Combination or Reclassification of Company
Common Stock. If the Corporation shall, at any time or from time to time, (a)
declare a dividend on the Company common stock payable in shares of its capital
stock (including Company common stock) or, (b) subdivide the outstanding Company
common stock or, (c) combine the outstanding Company common stock into a smaller
number of shares, or (d) issue any shares of its capital stock in a
reclassification of the Company common stock (excluding any such
reclassification in connection with a consolidation or merger in which the
Corporation is the continuing corporation), then in each such case, the number
of shares of Company common stock constituting the Common Shares at the time of
the record date for such dividend or of the effective date of such subdivision,
combination or reclassification and the number and kind of Common Shares on such
date shall be proportionately adjusted by virtue of such dividend, subdivision,
combination or reclassification. Any such adjustment to the Common Shares shall
become effective immediately after the record date of such dividend or the
effective date of such subdivision, combination or reclassification. Such
adjustment to the Common Shares shall be made successively whenever any event
listed above shall occur.

        b. Issuance of Common Stock or Rights to Purchase Company Common Stock
Below Offering Price. Prior to the registration of the Common Shares pursuant to
an effective Registration Statement (as described in the Registration Rights
Agreement), if the Company shall, at any time or from time to time, issue
Company common stock or instruments convertible or exercisable into Company
common stock (other than Company common stock issued or issuable pursuant to an
employee stock option incentive plan or Company common stock issued or issuable
pursuant to options, warrants, convertible securities outstanding as of the
Closing Date or other contractual commitments in effect prior to the Closing
Date or in connection with a merger or other


                                       15

<PAGE>


business combination or reorganization of the Company) at a price per common
stock share, a conversion price per common stock share or an exercise price per
common stock share less than the Units Purchase Price per common stock share
(such lesser price shall be deemed the "Differential Price"), then the Company
shall issue additional shares of Company common stock to the Buyers equal to the
Share Differential Amount. The Share Differential Amount shall equal the sum of
(i) the amount determined by dividing the Differential Price into the Buyers'
aggregate Purchase Price, less (ii) the number of Common Shares purchased by the
Buyer at the Closing. Any such additional shares of common stock after issuance
shall be deemed to be Common Shares for purposes of this Agreement and shall
have the registration rights set forth in the Registration Rights Agreement.

     10. LIQUIDATED DAMAGES.

         The Company agrees that a Buyer will suffer damages if the Company
violates any provision of or fails to fulfill any of its obligations or duties
pursuant to the Transaction Documents (other than the Registration Rights
Agreement) and such violation or failure directly or indirectly restricts such
Buyer from selling, transferring or disposing of its Common Shares (a "Company
Violation"), and that it would not be possible to ascertain the extent of such
damages. Accordingly, in the event of such Company Violation, the Company hereby
agrees to pay liquidated damages ("Liquidated Damages") to such Buyer following
the occurrence of such Company Violation in an amount determined by multiplying
(i) two percent (2%) of the Units Purchase Price per Common Share then held by
such Buyer by (ii) the percentage derived by dividing (A) the actual number of
days elapsed from the first day of the date that an uncured Company Violation
occurred or the end of the prior 30-day period, as applicable, to the day all
Company Violations have been completely cured, by (B) 30. Liquidated Damages
shall be paid in cash, or at the Buyer's option, in the number of shares of
Company common stock equal to the quotient of (v) the dollar amount of the
Liquidated Damages due on the Payment Date (as defined below) divided by (w) the
closing bid price of the Company's common stock (as quoted in the Principal
Market or the market or exchange where the Company's common stock is then
traded) as of the first day that an uncured Company Violation occurred. The
Liquidated Damages payable pursuant hereto shall be payable within five (5)
business days from the end of the 30-day period commencing on the first 30-day
period in which the Company Violation occurs (each, a "Payment Date"). In the
event the Liquidated Damages are paid in shares of Company common stock, such
shares shall also be considered Common Shares and shall have the registration
rights set forth in the Registration Rights Agreement. Notwithstanding anything
to the contrary herein, (a) no Liquidated Damages shall be payable under this
paragraph in respect of any Company Violation which also constitutes a
Registration Default under the Registration Rights Agreement entered into by
Buyers and the Company as of the date of this Agreement, (b) in no event shall
the Company issue shares of common stock pursuant to this Section 10 which, when
added to other Securities purchased by Buyers pursuant to this Agreement, would
(i) result in a change of control of the Company, or (ii) represent 20% or more
of the total number of shares of common stock or voting power of the Company
outstanding immediately prior to the Closing Date, and (c) the Company shall
have the right to pay Liquidated Damages in cash irrespective of any Buyer's
election to receive shares of Company common stock in settlement thereof if the
closing bid


                                       16

<PAGE>


price for the Company's common stock as determined in accordance with clause (w)
above is less than the Buyer Offering Per Share Purchase Price per share.

     11. GOVERNING LAW; MISCELLANEOUS.

         a. Governing Law; Jurisdiction; Jury Trial. This Agreement shall be
governed by and construed in all respects by the internal laws of the State of
Illinois (except for the proper application of the United States federal
securities laws), without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Illinois or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of Illinois. Each party hereby irrevocably submits to the non-exclusive
jurisdiction of the state and federal courts sitting in the City of Chicago.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.

         b. Counterparts. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

         c. Headings. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.

         d. Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.


               [the remainder of this page is intentionally blank]


                                       17

<PAGE>


         e. Entire Agreement; Amendments. This Agreement supersedes all other
prior oral or written agreements between the Buyers, the Company, their
affiliates and persons acting on their behalf with respect to the matters
discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or
therein, neither the Company nor any Buyer makes any representation, warranty,
covenant or undertaking with respect to such matters. No provision of this
Agreement may be amended other than by an instrument in writing signed by the
Company and the Buyers, and no provision hereof may be waived other than by an
instrument in writing signed by the party against whom enforcement is sought.

         f. Notices. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement 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); or (iii) 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 addresses and facsimile numbers
for such communications shall be as set forth below, or at such other address
and/or facsimile number and/or to the attention of such other person as the
recipient party has specified by written notice given to each other party five
days prior to the effectiveness of such change:

         If to the Company:

                  Generex Biotechnology Corporation
                  33 Harbour Square, Suite 202
                  Toronto, Ontario M5J 2G2
                  Telephone: (416) 364-2551
                  Facsimile: (416) 364-9363
                  Attention: E. Mark Perri


         With a copy to:

                  Eckert Seamans Cherin & Mellott
                  1515 Market Street, 9th Floor
                  Philadelphia, Pennsylvania 19102-1909
                  Telephone: (215) 851-8410
                  Facsimile: (215) 851-8383
                  Attention: Joseph Chicco, Esq.


                                       19

<PAGE>


         If to the Transfer Agent:

                  StockTrans, Inc.
                  7 East Lancaster Avenue
                  Ardmore, Pennsylvania 19003
                  Telephone: (800) 733-1121
                  Facsimile: (610) 649-7302
                  Attention: Jonathan Miller

         If to a Buyer: to it at the address and facsimile number set forth on
         Schedule 1 with copies to such Buyer's representatives as set forth on
         Schedule 1.

         g. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns,
including any Assignee of Securities. The Company shall not assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the Buyers. A Buyer may assign some or all of its rights hereunder
without the consent of the Company, provided, however, that any such assignment
shall not release such Buyer from its obligations hereunder unless such
obligations are assumed by such assignee and the Company has consented to such
assignment and assumption.

         h. No Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

         i. Survival. Unless this Agreement is terminated under Section 11(k),
the agreements and covenants set forth in Sections 4, 5 and 11, the
indemnification provisions set forth in Section 8, the anti-dilution adjustments
and provisions set forth in Section 9 and the liquidated damages provisions set
forth in Section 10 shall survive the Closing. Each Buyer shall be responsible
only for its own representations, warranties, agreements and covenants
hereunder.

         j. Further Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

         k. Termination. In the event that the Closing shall not have occurred
with respect to a Buyer on or before three (3) business days from the date
hereof due to the Company's or such Buyer's failure to satisfy the conditions
set forth in Sections 6 and 7 above (and the non-


                                       20

<PAGE>


breaching party's failure to waive such unsatisfied condition(s)), the
nonbreaching party shall have the option to terminate this Agreement with
respect to such breaching party at the close of business on such date without
liability of any party to any other party.

         l. Placement Agent or Finder. The Company shall be responsible for the
payment of any fees or broker's commissions relating to or arising out of the
transactions contemplated hereby as a result of any engagement or undertaking
made by the Company with the persons claiming such fees or commissions, and
shall pay, and hold each Buyer harmless against, any liability, loss or expense
(including, without limitation, attorneys' fees and out of pocket expenses)
arising in connection with any such engagement or undertaking by the Company.

         n. No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.

         o. Remedies. Each Buyer and each holder of the Securities shall have
all rights and remedies set forth in the Transaction Documents and all rights
and remedies which such holders have been granted at any time under any other
agreement or contract and all of the rights which such holders have under any
law. Any Person having any rights under any provision of this Agreement shall be
entitled to enforce such rights specifically (without posting a bond or other
security), to recover damages by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law.

         p. Payment Set Aside. To the extent that the Company makes a payment or
payments to the Buyers hereunder or pursuant to the Transaction Documents or the
Buyers enforce or exercise their rights hereunder or thereunder, and such
payment or payments or the proceeds of such enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside, recovered from, disgorged by or are required to be refunded, repaid
or otherwise restored to the Company, a trustee, receiver or any other person
under any law (including, without limitation, any bankruptcy law, state or
federal law, common law or equitable cause of action), then to the extent of any
such restoration the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.


                            [signature page follows]


                                       21

<PAGE>


     IN WITNESS WHEREOF, the Buyers and the Company have caused this Securities
Purchase Agreement to be duly executed as of the date first written above.

COMPANY:

GENEREX BIOTECHNOLOGY
CORPORATION

By:
    -----------------------------------------
Name:
      ---------------------------------------
Title:
       --------------------------------------


BUYERS:

----------------------------------------------------------

By:
    ------------------------------------------------------

----------------------------------------------------------

By:
    ------------------------------------------------------

----------------------------------------------------------

By:
    ------------------------------------------------------

----------------------------------------------------------

By:
    ------------------------------------------------------


                                       22

<PAGE>


                           SCHEDULE 1: LIST OF BUYERS

<TABLE>
<CAPTION>

                                                                                                                      Buyer's
                                                                                                                 Representatives'
                                                                                                                    Address and
                                  Buyer's Address          Purchase          Number of          Number of        Facsimile Number
       Buyer's Name            and Facsimile Number          Price         Common Shares      Warrant Shares         (if any)
       ------------            --------------------        --------        -------------      --------------     ----------------
<S>                            <C>                         <C>             <C>                <C>                <C>





       ------------            --------------------        --------        -------------      --------------     ----------------
       TOTAL
</TABLE>


<PAGE>


                                    EXHIBITS

          Exhibit A   Form of Registration Rights Agreement
          Exhibit B   Form of Transfer Agent Instructions
          Exhibit C   Form of Company Counsel Opinion
          Exhibit D   Form of Warrant
                      [Exhibits Omitted]