RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        GENEREX BIOTECHNOLOGY CORPORATION


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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

               3. Voting.

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

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

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

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

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

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


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               4. Redemption.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   GENEREX BIOTECHNOLOGY CORPORATION



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


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