AMENDMENT
        NO. 3 TO SECURITIES PURCHASE AGREEMENT
        AND
        REGISTRATION RIGHTS AGREEMENT


       

      This
        AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT AND REGISTRATION RIGHTS
        AGREEMENT (this “Amendment”) is made and entered into as of December 4, 2005, by
        and among Generex Biotechnology Corporation, a Delaware corporation (“Generex”),
        and the stockholders identified on the signature pages hereto (each, a
“Purchaser” and, collectively, the “Purchasers”).

      RECITALS


       

      	1.  	
              Generex
                and the Purchasers are parties to a Securities Purchase Agreement,
                dated
                as of November 10, 2004 (as amended by Amendment No. 1 (as hereinafter
                defined) and Amendment No. 2 (as hereinafter defined), the “Purchase
                Agreement”), pursuant to which Generex issued and sold to the Purchasers
                an aggregate of $4,000,000 of Debentures and certain Warrants (each
                as
                defined in the Purchase Agreement). Capitalized terms used and not
                defined
                in this Amendment but defined in the Purchase Agreement shall have
                the
                respective meanings set forth in the Purchase Agreement.
                

            


       

      	2.  	
              In
                addition to the Debentures and Warrants, under the Purchase Agreement
                Generex issued and sold to the Purchasers Additional Investment Rights,
                pursuant to which the holders thereof had the right to purchase up
                to an
                additional aggregate principal amount of Debentures equal to the
                principal
                amount of $4,000,000 of Debentures (collectively, the “AIR Debentures”),
                together with additional Warrants to purchase up to a number of shares
                of
                Generex’s Common Stock equal to 100% of the shares issuable upon
                conversion of such AIR Debentures so purchased (collectively, the
“AIR
                Warrants”).

            


       

      	3.  	
              In
                connection with the Purchase Agreement, Generex and the Purchasers
                entered
                into a Registration Rights Agreement, dated as of November 10, 2004
                (as
                amended by Amendment No. 1 (as hereinafter defined) and Amendment
                No. 2
                (as hereinafter defined), the “Registration Rights Agreement”), pursuant
                to which Generex undertook certain registration obligations to the
                Purchasers.

            


       

      	4.  	
              In
                connection with that certain Amendment No. 1 to Securities Purchase
                Agreement and Registration Rights Agreement, dated as of June 15,
                2005, by
                and among Generex and the Purchasers (“Amendment No. 1”), the Purchasers
                exercised an aggregate of $2,000,000 of Additional Investment Rights
                and
                Generex agreed to issue to the Purchasers further Additional Investment
                Rights (the “Amendment No. 1 AIR”) for an aggregate principal amount of
                $2,000,000 AIR Debentures, together with additional Warrants to purchase
                up to a number of shares of Generex’s Common Stock equal to 100% of the
                shares issuable upon conversion of such AIR Debentures so purchased.
                

            


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      	5.  	
              In
                connection with that certain Amendment No. 2 to Securities Purchase
                Agreement and Registration Rights Agreement, dated as of September
                8,
                2005, by and among Generex and the Purchasers (“Amendment No. 2”), the
                Purchasers exercised an aggregate of $2,000,000 of Additional Investment
                Rights and Generex agreed to issue to the Purchasers further Additional
                Investment Rights (the “Amendment No. 2 AIR” and together with the
                Amendment No. 1 AIR and and Amendment No. 2 AIR, the “Additional
                Investment Rights”) for an aggregate principal amount of $2,000,000 AIR
                Debentures, together with additional Warrants to purchase up to a
                number
                of shares of Generex’s Common Stock equal to 100% of the shares issuable
                upon conversion of such AIR Debentures so purchased.
                

            


       

      	6.  	
              Generex
                and the Purchasers now wish to further modify certain of the terms
                of the
                Purchase Agreement, Registration Rights Agreement, Additional Investment
                Rights and AIR Debentures.

            


       

      NOW,
        THEREFORE, in consideration of the foregoing Recitals and other good and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, Generex and each Purchaser, severally and not jointly, agree
        as
        follows:

       

      1. Additional
        Investment Rights.
        Subject
        to the terms hereof, each Purchaser agrees to exercise 100% of its Additional
        Investment Rights (pertaining to an aggregate of $3,500,000 of AIR Debentures
        and accompanying AIR Warrants) on the Business Day following the date of
        this
        Amendment. 

       

      	1.1.  	
              In
                consideration for such exercise, Generex agrees that the “Initial Exercise
                Date” under each of the Additional Investment Rights shall be amended
                to
                be December 4, 2005.

            


       

      	1.2.  	
              The
                AIR Debentures issuable upon the Additional Investment Right exercise
                contemplated in this Section 1 (the “Amendment No. 3 AIR Debentures”)
                shall be in a principal amount equal to the amount set forth on such
                Purchaser’s signature page to this Amendment and shall have a Conversion
                Price equal to $0.82 (subject to adjustment as set forth therein).
                

            


       

      	1.3.  	
              The
                AIR Warrants issuable upon the Additional Investment Right exercise
                contemplated in this Section 1 (the “Amendment No. 3 AIR Warrants”) shall
                entitle the holder thereof to purchase a number of shares of Common
                Stock
                equal to 100% of the shares of Common Stock issuable upon the conversion
                in full (without regard to any restrictions on conversion therein
                contained) of the Amendment No. 3 AIR Debentures issuable upon the
                exercise contemplated by this Section 1 at a $0.82 Conversion Price
                (subject to adjustment as set forth therein).


            


       

      	1.4.  	
              In
                further consideration for the exercise of the Additional Investment
                Right
                herein contemplated, Generex will issue and deliver to each Purchaser
                a
                further Additional Investment Right in the form of Exhibit A (which
                is
                substantially the same in form as the existing Additional Investment
                Rights) (each an “Amendment No. 3 Additional AIR” and collectively, the
                “Amendment No. 3 Additional AIRs”), pursuant to which each Purchaser will
                have the right to acquire detachable units consisting of (a) additional
                AIR Debentures in principal amount equal to the principal amount
                of AIR
                Debentures issuable upon the portion of the Additional Investment
                Right to
                be exercised by each such Purchaser under Section 1 (such additional
                AIR
                Debentures, the “Amendment No. 3 Additional AIR Debentures”) and (b)
                additional AIR Warrants entitling the holder thereof to purchase
                a number
                of shares of Common Stock equal to 100% of the shares of Common Stock
                issuable upon an assumed conversion in full (without regard to any
                restrictions on conversion therein contained) at a $1.25 Conversion
                Price
                (subject to adjustment as set forth therein) of the Amendment No.
                3 AIR
                Debentures contemplated in clause (a) above, at an exercise price
                equal to
                the “AIR Warrant Exercise Price” (as such term is defined in the
                Additional Investment Rights) (collectively, the “Amendment No. 3
                Additional AIR Warrants”). The “conversion price” of the Amendment No. 3
                Additional AIR Debentures will equal $1.25, subject to adjustment
                in
                accordance with the terms thereof.

            


       

      
        
           

        

        
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      	2.  	
              [Reserved]

            


       

      	3.  	
              Registration
                Rights.
                To ensure that the registration rights of the Purchasers are not
                adversely
                affected as a result of the transactions contemplated by this Amendment
                and to provide registration rights consistent with the existing
                registration rights in respect of the securities issuable upon exercise
                of
                the Amendment No. 3 Additional AIR, Amendment No. 3 AIR Debentures
                and
                Amendment No. 3 AIR Warrants, the parties agree as follows with respect
                to
                registration rights:

            


       

      	3.1.  	
              The
                definition of “Additional Investment Right” under the Purchase Agreement
                is hereby amended to include the Amendment No. 3 Additional
                AIRs.

            


       

      	3.2.  	
              The
                definition of “Additional Investment Right Securities” under the Purchase
                Agreement is hereby amended to include the Amendment No. 3 Additional
                AIR
                Debentures and Amendment No. 3 Additional AIR Warrants and the Amendment
                No. 3 Underlying Shares (as hereinafter defined) issuable in connection
                therewith.

            


       

      	3.3.  	
              The
                parties hereby confirm that the definition of “Registrable Securities”
                under the Registration Rights Agreement includes (a) the additional
                shares
                of Common Stock as may be issuable upon a conversion of the Amendment
                No.
                3 AIR Debentures, (b) the additional shares of Common Stock as may
                be
                issuable upon an exercise of the Amendment No. 3 AIR Warrants, and
                (c) the
                Additional Investment Right Securities contemplated in Section
                3.2.

            


       

      	3.4.  	
              Generex
                will prepare and file a registration statement to cover all shares
                of
                Common Stock issuable under the Additional Investment Rights, including
                shares of Common Stock issuable upon conversion of the Amendment
                No. 3
                Additional AIR Debentures and the Common Stock issuable upon the
                exercise
                of the Amendment No. 3 Additional AIR Warrants.


            


       

      
        
           

        

        
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      	3.5.  	
              The
                registration statement contemplated in Section 3.4 will constitute
                a
                “Registration Statement” under the Registration Rights Agreement, afforded
                all of the rights and obligations of and upon each of Generex and
                the
                “Purchasers” thereunder, including Sections 2(b) and 3(c) thereof. With
                respect to the Registration Statement contemplated by Section 3.4
                the
                Filing Date shall be the 45th
                calendar day following the date hereof. The calculation of the
                Effectiveness Date with respect to the Registration Statement contemplated
                by Section 3.4 shall be the same as for the initial Registration
                Statement
                under the Registration Rights Agreement. In addition, such Registration
                Statement may include some or all of the shares set forth in Schedule
                3.5
                hereto, in addition to the shares referenced in Section 3.4 above.
                

            


       

       

      	4.  	
              Representation
                and Warranties of Generex.
                Generex hereby represents and warrants to each Purchaser as follows,
                except as may be set forth on the Additional Disclosure Schedules
                hereto:

            


       

      (a)  Authorization;
        Enforcement.
        Generex
        has the requisite corporate power and authority to enter into and to consummate
        the transactions contemplated by this Amendment and each other Transaction
        Document (as hereinafter defined) and to carry out its obligations under
        each.
        The execution and delivery of each Transaction Document by Generex and the
        consummation by it of the transactions contemplated thereby have been duly
        authorized by all necessary action on the part of Generex and no further
        action
        is required by Generex in connection therewith other than the Required Approvals
        (as hereinafter defined). Each of this Amendment, the Amendment No. 3 Additional
        AIRs, the Amendment No. 3 AIR Debentures, the Amendment No. 3 AIR Warrants,
        the
        Amendment No. 3 Additional AIR Debentures and Amendment No. 3 Additional
        AIR
        Warrants (collectively, the “Transaction Documents”) has been (or upon delivery
        will have been) duly executed by Generex and, when delivered in accordance
        with
        the terms hereof, will constitute the valid and binding obligation of Generex,
        enforceable against Generex in accordance with their respective terms except
        (i)
        as limited by applicable bankruptcy, insolvency, reorganization, moratorium
        and
        other laws of general application affecting enforcement of creditors’ rights
        generally and (ii) as limited by laws relating to the availability of specific
        performance, injunctive relief or other equitable remedies.

       

      (b)  No
        Conflicts.
        The
        execution, delivery and performance of the Transaction Documents by Generex
        and
        the consummation by Generex of the other transactions contemplated thereby
        do
        not and will not: (i) conflict with or violate any provision of Generex’s or any
        Subsidiary’s certificate or articles of incorporation, bylaws or other
        organizational or charter documents, or (ii) conflict with, or constitute
        a
        default (or an event that with notice or lapse of time or both would become
        a
        default) under, result in the creation of any Lien upon any of the properties
        or
        assets of Generex or any Subsidiary, or give to others any rights of
        termination, amendment, acceleration or cancellation (with or without notice,
        lapse of time or both) of, any agreement, credit facility, debt or other
        instrument (evidencing a Company or Subsidiary debt or otherwise) or other
        understanding to which Generex or any Subsidiary is a party or by which any
        property or asset of Generex or any Subsidiary is bound or affected, or (iii)
        subject to the Required Approvals, conflict with or result in a violation
        of any
        law, rule, regulation, order, judgment, injunction, decree or other restriction
        of any court or governmental authority to which Generex or a Subsidiary is
        subject (including federal and state securities laws and regulations), or
        by
        which any property or asset of Generex or a Subsidiary is bound or affected,
        or
        (iv) conflict with or result in a violation of the rules or regulations of
        the
        Nasdaq Stock Market.

       

      
        
           

        

        
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      (c)  Filings,
        Consents and Approvals.
        Generex
        is not required to obtain any consent, waiver, authorization or order of,
        give
        any notice to, or make any filing or registration with, any court or other
        federal, state, local or other governmental authority or other Person in
        connection with its execution, delivery and performance of the Transaction
        Documents, other than (i) filings required pursuant to Section 7.4, (ii)
        the
        filing with the Commission of the Registration Statement contemplated in
        Section
        3.4, (iii) the notice and/or application(s) to the Nasdaq Stock Market of
        the
        issuance and sale of the Amendment No. 3 Additional AIR and the listing of
        the
        shares of Common Stock ultimately issuable in respect thereof for trading
        thereon in the time and manner required thereby, and (iv) the filing of Form
        D
        with the Commission and such filings as are required to be made under applicable
        state securities laws (collectively, the “Required Approvals”). 

       

      (d)  Stockholder
        Approval.
        No
        approval of the stockholders of Generex is required in order for Generex
        to
        enter into this Amendment and to issue and deliver to the Purchasers the
        Securities (as hereinafter defined). At a meeting of the stockholders of
        Generex
        duly convened and held April 5, 2005, the stockholders of Generex approved
        the
        Purchase Agreement and the transactions entered into in connection therewith,
        and approved the issuance and potential issuance by Generex of 20% or more
        of
        its then outstanding Common Stock in connection therewith at a price lower
        than
        the market price of the Common Stock at such time (the “Stockholder Approval”).
        The Stockholder Approval satisfied the requirements of Nasdaq Rule
        4350(i)(1)(D)(ii). The Stockholder Approval extends to this Amendment and
        the
        transactions contemplated by the Transaction Documents so that additional
        stockholder approval is not required in order for Generex to enter into and
        consummate the transactions contemplated by the Transaction Documents, including
        without limitation, modifying the conversion price of the AIR Debentures,
        issuing the additional Amendment No. 3 Underlying Shares as a result thereof
        and
        granting and issuing the Amendment No. 3 Additional AIRs and the other
        Securities (as hereinafter defined) thereunder.

       

      (e)  Issuance
        of the Securities.
        The
        Amendment No. 3 AIR Debentures, Amendment No. 3 AIR Warrants, Amendment No.
        3
        Additional AIRs, Amendment No. 3 Additional AIR Debentures, Amendment No.
        3
        Additional AIR Warrants, and the shares of Common Stock issuable upon the
        exercise and conversion of each the foregoing (collectively, the “Securities”)
        are duly authorized and, when issued and paid for in accordance with their
        respective terms, will be duly and validly issued, fully paid and nonassessable,
        free and clear of all Liens other than restrictions on transfer under applicable
        securities laws. Generex has reserved from its duly authorized capital stock
        a
        number of shares of Common Stock for issuance upon exercise and conversion
        of
        the Amendment No. 3 AIR Debentures, Amendment No. 3 AIR Warrants, Amendment
        No.
        3 Additional AIR Debentures and Amendment No. 3 Additional AIR Warrants,
        and as
        payment of interest in shares of Common Stock under the Amendment No. 3 AIR
        Debentures and Amendment No. 3 Additional AIR Debentures (collectively, such
        shares of Common Stock are the “Amendment No. 3 Underlying Shares”) at least
        equal to the Required Minimum on the date hereof. “Required Minimum” means, as
        of any date, the maximum aggregate number of shares of Common Stock then
        issued
        or potentially issuable in the future pursuant to the Transaction Documents,
        including any Amendment No. 3 Underlying Shares issuable upon exercise or
        conversion in full of all Amendment No. 3 AIR Warrants, Amendment No. 3
        Additional AIR Warrants, Amendment No. 3 AIR Debentures and Amendment No.
        3
        Additional AIR Debentures (including Amendment No. 3 Underlying Shares issuable
        as payment of interest), ignoring any conversion or exercise limits set forth
        therein, and assuming that the applicable conversion and exercise prices
        are at
        all times on and after the date of determination 75% of the then conversion
        or
        exercise price on the Trading Day immediately prior to the date of
        determination.

       

      
        
           

        

        
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      (f)  Valid
        Private Placement.
        Assuming the accuracy of the Purchasers’ representations and warranties set
        forth in Section 4.2, no registration under the Securities Act is required
        for
        the offer and sale of the Securities by Generex to the Purchasers as
        contemplated by the Transaction Documents. 

       

      (g)  Acknowledgment
        Regarding Purchaser’ Purchase of Securities.
        Generex
        acknowledges and agrees that each Purchaser is acting solely in the capacity
        of
        an arm’s length purchaser with respect to the Transaction Documents. Generex
        further acknowledges that no Purchaser is acting as a financial advisor or
        fiduciary of Generex (or in any similar capacity) with respect to any
        Transaction Document or the transactions contemplated thereby, and any advice
        given by any Purchaser or any of their respective representatives or agents
        in
        connection with the Transaction Documents and the transactions contemplated
        thereby is merely incidental to the Purchasers’ respective purchase of the
        Securities. Generex further represents that Generex’s decision to enter into the
        Transaction Documents has been based solely on the independent evaluation
        of the
        transactions contemplated thereby by Generex and its
        representatives.

       

      (h)  Compliance
        with Existing Agreements.
        Generex
        is in compliance with the respective terms and conditions of the Purchase
        Agreement and “Transaction Documents” (as therein defined) entered into in
        connection therewith (including those pertaining to Amendment No. 1). No
“Event
        of Default” (as defined under the Debentures and the AIR Debentures) has
        occurred, and no event has occurred that with notice or lapse of time or
        both
        would become an Event of Default under the Debentures or AIR
        Debentures.

       

      (i)  Certain
        Fees.
        Except
        for fees payable to the Shemano Group, described in the Disclosure Schedules
        to
        the Purchase Agreement, no brokerage or finder’s fees or commissions are or will
        be payable by Generex to any broker, financial advisor or consultant, finder,
        placement agent, investment banker, bank or other Person with respect to
        the
        transactions contemplated by this Amendment. The Purchasers shall have no
        obligation with respect to any fees or with respect to any claims made by
        or on
        behalf of other Persons for fees of a type contemplated in this Section that
        may
        be due in connection with the transactions contemplated by this
        Amendment.

       

      
        
           

        

        
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      (j)  
        Listing and Maintenance Requirements.
        The
        Common Stock is registered pursuant to Section 12(g) of the Exchange Act,
        and
        Generex has taken no action designed to, or which to its knowledge is likely
        to
        have the effect of, terminating the registration of the Common Stock under
        the
        Exchange Act, nor has Generex received any notification that the Commission
        is
        contemplating terminating such registration. Except as disclosed in Generex’s
        publicly available periodic reports and Form 8-K’s under the Exchange Act,
        Generex has not, in the 12 months preceding the date hereof, received notice
        from any Trading Market on which the Common Stock is or has been listed or
        quoted to the effect that Generex is not in compliance with the listing or
        maintenance requirements of such Trading Market. Other than as to minimum
        stock
        price requirements, Generex is, and has no reason to believe that it will
        not in
        the foreseeable future continue to be, in compliance with all such listing
        and
        maintenance requirements.

       

      (k)  Bring
        Down of Certain Representations and Warranties.
        Generex
        hereby restates, as if first made as of and on the date of this Amendment,
        the
        representations and warranties set forth in the Purchase Agreement (as modified
        by the Disclosure Schedules to the extent they apply thereto) in Sections
        3.1(a), (b), (g), (h), (i), (j), (k), (l), (m), (n), (o), (p), (q), (r),
        (u),
        (v), (x), (aa), (cc), (ee), and (hh); provided that (1) the term “Transaction
        Documents” therein shall refer not only to such term as defined in the Purchase
        Agreement but also to the Transaction Documents defined in this Amendment,
        and
        (2) the term the “Company” defined in such Purchase Agreement shall also refer
        to “Generex” as used herein.

       

      (l)  Disclosure.
        Generex
        confirms that neither it nor any other Person acting on its behalf has provided
        any of the Purchasers or their agents or counsel with any information that
        constitutes or might constitute material, nonpublic information (except to
        the
        extent that the existence of this Amendment may be material). Generex
        understands and confirms that the Purchasers will rely on the foregoing
        representations in effecting transactions in securities of Generex. All
        disclosure provided to the Purchasers regarding Generex, its business and
        the
        transactions contemplated hereby, including any disclosure schedules to this
        Amendment, furnished by or on behalf of Generex with respect to the
        representations and warranties made herein are true and correct in all material
        respects with respect to such representations and warranties and do not contain
        any untrue statement of a material fact or omit to state any material fact
        necessary in order to make the statements made therein, in light of the
        circumstances under which they were made, not misleading. Generex acknowledges
        and agrees that each Purchaser does not make or has not made any representations
        or warranties with respect to the transactions contemplated hereby other
        than
        those specifically set forth in this Section 4.2. 

       

      
        
           

        

        
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      4.2.  Representations
        and Warranties of the Purchasers.
        Each
        Purchaser hereby, for itself and for no other Purchaser, represents and warrants
        as of the date hereof to Generex as follows:

       

      (a)  Organization;
        Authority.
        Such
        Purchaser is an entity duly organized, validly existing and in good standing
        under the laws of the jurisdiction of its organization with the requisite
        right,
        corporate or partnership power and authority to enter into and to consummate
        the
        transactions contemplated by this Amendment and to carry out its obligations
        hereunder. The execution, delivery and performance by such Purchaser of the
        transactions contemplated by this Amendment have been duly authorized by
        all
        necessary corporate or similar action on the part of such Purchaser. This
        Amendment has been duly executed by such Purchaser, and when delivered by
        such
        Purchaser in accordance with the terms hereof, will constitute the valid
        and
        legally binding obligation of such Purchaser, enforceable against it in
        accordance with its terms, except (i) as limited by general equitable principles
        and applicable bankruptcy, insolvency, reorganization, moratorium and other
        laws
        of general application affecting enforcement of creditors’ rights generally,
        (ii) as limited by laws relating to the availability of specific performance,
        injunctive relief or other equitable remedies and (iii) insofar as
        indemnification and contribution provisions may be limited by applicable
        law.

       

      (b)  Investment
        Intent.
        Such
        Purchaser understands that the Securities are “restricted securities” and have
        not been registered under the Securities Act or any applicable state securities
        law and is acquiring the Securities as principal for its own account and
        not
        with a view to or for distributing or reselling such Securities or any part
        thereof (this representation and warranty not limiting such Purchaser’s right to
        sell the Securities pursuant to the Registration Statement or otherwise in
        compliance with applicable federal and state securities laws). Nothing contained
        herein shall be deemed a representation or warranty by such Purchaser to
        hold
        Securities for any period of time. Such Purchaser is acquiring the Securities
        hereunder in the ordinary course of its business. Such Purchaser does not
        have
        any agreement or understanding, directly or indirectly, with any Person to
        distribute any of the Securities.

       

      (c)  Purchaser
        Status.
        Such
        Purchaser is either (i) an “accredited investor” as defined in Rule 501(a) under
        the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule
        144A(a) under the Securities Act. Such Purchaser is not registered as a
        broker-dealer under Section 15 of the Exchange Act.

       

      (d)  Experience
        of Such Purchaser.
        Such
        Purchaser, either alone or together with its representatives, has such
        knowledge, sophistication and experience in business and financial matters
        so as
        to be capable of evaluating the merits and risks of the prospective investment
        in the Securities, and has so evaluated the merits and risks of such investment.
        Such Purchaser is able to bear the economic risk of an investment in the
        Securities and, at the present time, is able to afford a complete loss of
        such
        investment.

       

      (e)  General
        Solicitation.
        Such
        Purchaser is not purchasing the Securities as a result of any advertisement,
        article, notice or other communication regarding the Securities published
        in any
        newspaper, magazine or similar media or broadcast over television or radio
        or
        presented at any seminar or any other general solicitation or general
        advertisement.

       

      
        
           

        

        
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      (f)  Access
        to Information.
        Such
        Purchaser acknowledges that it has reviewed such materials it deems necessary
        to
        make an informed investment decision and has been afforded (i) the opportunity
        to ask such questions as it has deemed necessary of, and to receive answers
        from, representatives of Generex concerning the terms and conditions of the
        offering of the Securities and the merits and risks of investing therein;
        (ii)
        access to information about Generex and the Subsidiaries and their respective
        financial condition, results of operations, business, properties, management
        and
        prospects sufficient to enable it to evaluate its investment; and (iii) the
        opportunity to obtain such additional information that Generex possesses
        or can
        acquire without unreasonable effort or expense that is necessary to make
        an
        informed investment decision with respect to the investment. Neither such
        inquiries nor any other investigation conducted by or on behalf of such
        Purchaser or its representatives or counsel shall modify, amend or affect
        such
        Purchaser’s right to rely on the truth, accuracy and completeness of such
        materials it has reviewed and Generex’s representations and warranties contained
        in this Amendment.

       

      (g)  Limited
        Ownership.
        The
        purchase by such Purchaser of the Securities issuable to it upon the closing
        under this Amendment (including the Amendment No. 3 Underlying Shares then
        immediately issuable in respect of such Securities) will not result in such
        Purchaser (individually or together with any other Person with whom such
        Purchaser has identified, or will have identified, itself as part of a “group”
        in a public filing made with the Commission involving Generex’s securities)
        acquiring, or obtaining the right to acquire, in excess of 19.999% of the
        Common
        Stock or the voting power of Generex on a post transaction basis that assumes
        that the closing shall have occurred. Such Purchaser does not presently intend
        to, alone or together with others, make a public filing with the Commission
        to
        disclose that it has (or that it together with such other Persons have)
        acquired, or obtained the right to acquire, as a result of the closing (when
        added to any other securities of Generex that it or they then own or have
        the
        right to acquire), in excess of 19.999% of the Common Stock or the voting
        power
        of Generex on a post transaction basis that assumes that the closing shall
        have
        occurred.

       

      (h)  Principal
        Amount of AIR Debentures.
        The
        principal amount of AIR Debentures which such Purchaser’s Additional Investment
        Right permits it to acquire immediately prior to its execution of this Amendment
        is set forth on such Purchaser’s signature page to this Amendment.

       

      (i)  Independent
        Investment Decision.
        Such
        Purchaser has independently evaluated the merits of its decision to purchase
        Securities pursuant to this Agreement, such decision has been independently
        made
        by such Purchaser and such Purchaser confirms that it has only relied on
        the
        advice of its own business and/or legal counsel and not on the advice of
        any
        other Purchaser’s business and/or legal counsel in making such decision. Such
        Purchaser understands that its investment in the Securities involves a high
        degree of risk. Such Purchaser 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.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      (j)  Reliance
        on Exemptions.
        Such
        Purchaser understands that the Securities are being offered and sold to it
        in
        reliance on Regulation D and that Generex is relying upon the truth and accuracy
        of, and such Purchaser’s compliance with, the representations, warranties,
        agreements, acknowledgments and understandings of such Purchaser set forth
        herein in order to determine the availability of Regulation D and the
        eligibility of such Purchaser to acquire such Securities.

       

      (k)  No
        Governmental Review.
        Such
        Purchaser 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. 

       

      (l)  Residency.
        Such
        Purchaser certifies that it resides or has a bona fide place of business
        at the
        address set forth below such Purchaser’s name on its signature page to this
        Amendment. 

       

       

      	5.  	
              Continued
                Validity of Transaction Documents under Purchase Agreement.
                The parties hereto agree that the Purchase Agreement and the Transaction
                Documents entered into in connection therewith (as amended by Amendment
                No. 1), remain in full force and effect, modified to the extent and
                only
                to the extent necessary to give effect to this Amendment and the
                transactions herein contemplated. Article IV of the Purchase Agreement
                is
                hereby incorporated by reference in its entirety, except for Sections
                4.6
                and 4.15 therein, into this Amendment with the understanding that
                if any
                term is identified in each of Article IV of the Purchase Agreement
                and in
                this Amendment, the term shall have the meaning set forth in this
                Amendment and references in such Article IV to “the Company” shall mean
                Generex.

            


       

       

      	6.  	
              Closing.

            


       

      	6.1.  	
              Closing.
                On the Trading Day following the date on which the conditions set
                forth in
                Section 6.3 are satisfied, or on such other date as the parties may
                agree
                (the “Closing Date”), the closing of the transactions contemplated by this
                Amendment shall occur (the “Closing”).

            


       

      	6.2.  	
              Deliveries

            


       

      	a)  	
              On
                the Closing Date, Generex shall deliver or cause to be delivered
                to each
                Purchaser the following:

            


       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      	(1)  	
              this
                Amendment, duly executed by Generex;

            


       

      	(2)  	
              an
                Amendment No. 3 AIR Debenture, registered in the name of such Purchaser
                in
                the correct principal amount;

            


       

      	(3)  	
              an
                Amendment No. 3 AIR Warrant, registered in the name of such
                Purchaser;

            


       

      	(4)  	
              an
                Amendment No. 3 Additional AIR, registered in the name of such Purchaser;
                and

            


      	 	 


      	(5)  	a legal opinion issued by Company
              counsel.


       

      	b)  	
              On
                the Closing Date, each Purchaser shall deliver or cause to be delivered
                to
                Generex the following: 

            


       

      	(1)  	
              this
                Amendment, duly executed by such Purchaser;
                and

            


       

      	(2)  	
              100%
                of the principal amount of AIR Debentures issuable upon exercise
                in full
                of such Purchaser’s Additional Investment Right by wire transfer to the
                account as specified in writing by the Company.


            


       

      	6.3.  	
              Closing
                Conditions. 

            


       

      	a)  	
              The
                obligations of Generex hereunder in connection with the Closing are
                subject to the following conditions being
                met:

            


       

      	(1)  	
              the
                accuracy in all material respects when made and on the Closing Date
                of the
                representations and warranties of the Purchasers contained
                herein;

            


       

      	(2)  	
              all
                obligations, covenants and agreements of the Purchasers required
                to be
                performed at or prior to the Closing Date shall have been performed;
                and

            


       

      	(3)  	
              the
                delivery by the Purchasers of the items set forth in Section 6.2(b)
                of
                this Amendment.

            


       

      	b)  	
              The
                respective obligations of the Purchasers hereunder in connection
                with the
                Closing are subject to the following conditions being
                met:

            


       

      	(4)  	
              the
                accuracy in all material respects on the Closing Date of the
                representations and warranties of Generex
                contained herein;

            


       

      	(5)  	
              all
                obligations, covenants and agreements of Generex required to be performed
                at or prior to the Closing Date shall have been performed;
                

            


       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      	(6)  	
              the
                delivery by Generex
                of
                the items set forth in Section 6.2(a) of this Amendment;
                

            


       

      	(7)  	
              there
                shall have been no Material Adverse Effect with respect to Generex
                since the date hereof; and

            


       

      	(8)  	
              From
                the date hereof to the Closing Date, trading in the Common Stock
                shall not
                have been suspended by the Commission (except for any suspension
                of
                trading of limited duration agreed to by Generex, which suspension
                shall
                be terminated prior to the Closing), and, at any time prior to the
                Closing
                Date, trading in securities generally as reported by Bloomberg Financial
                Markets shall not have been suspended or limited, or minimum prices
                shall
                not have been established on securities whose trades are reported
                by such
                service, or on any Trading Market, nor shall a banking moratorium
                have
                been declared either by the United States or New York State authorities
                nor shall there have occurred any material outbreak or escalation
                of
                hostilities or other national or international calamity of such magnitude
                in its effect on, or any material adverse change in, any financial
                market
                which, in each case, in the reasonable judgment of each Purchaser,
                makes
                it impracticable or inadvisable to exercise its Additional Investment
                Right at the Closing.

            


       

      	7.  	
              Miscellaneous.

            


       

      	7.1.  	
              Fees
                and Expenses.
                Generex has agreed to reimburse Cranshire Capital, L.P. (“Cranshire”)
                $15,000 for its legal fees and expenses in connection with this Amendment.
                Accordingly, the amount Cranshire must pay to Generex to exercise
                its
                Additional Investment Right under Section 1 shall be reduced by $15,000.
                Except for the foregoing, each party hereto will bear the fees and
                expenses of its own counsel and advisors in connection with the
                negotiation and entering into of this Amendment. Generex shall pay
                all
                transfer agent fees, stamp taxes and other taxes and duties levied
                in
                connection with the issuance of any
                Securities.

            


       

      	7.2.  	
              Entire
                Agreement.
                This Amendment and the Transaction Documents, together with the exhibits
                and schedules thereto, contain the entire understanding of the parties
                with respect to the subject matter hereof and supersede all prior
                agreements and understandings, oral or written, with respect to such
                matters, which the parties acknowledge have been merged into such
                documents, exhibits and schedules.

            


       

      	7.3.  	
              Equal
                Treatment of Purchasers.
                No consideration shall be offered or paid to any person to amend
                or
                consent to a waiver or modification of any provision of any of the
                Transaction Documents unless the same consideration is also offered
                to all
                of the parties to the Transaction Documents. Further, Generex shall
                not
                make any payment of principal or interest on the Debentures, AIR
                Debentures or Amendment
                No. 3 AIR Debentures
                in
                amounts which are disproportionate to the respective principal amounts
                outstanding on the Debentures, AIR Debentures or Amendment No. 3
                AIR
                Debentures at any applicable time. For clarification purposes, this
                provision constitutes a separate right granted to each Purchaser
                by
                Generex and negotiated separately by each Purchaser, and is intended
                to
                treat for Generex the Debenture, AIR Debenture and Amendment No.
                3 AIR
                Debenture holders as a class and shall not in any way be construed
                as the
                Purchasers acting in concert or as a group with respect to the purchase,
                disposition or voting of Securities or
                otherwise.

            


       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      	7.4.  	
              Public
                Announcement.
                Generex shall, by 8:30 a.m. Eastern time on the Trading Day following
                the
                date hereof, issue a press release disclosing the material terms
                of the
                transactions contemplated hereby and by 4:30 p.m. Eastern time on
                such
                date, file a Current Report on Form 8-K, attaching such press release
                and
                the Transaction Documents thereto, each reasonably acceptable to
                each
                Purchaser. Generex and each Purchaser shall consult with each other
                in
                issuing any other press releases with respect to the transactions
                contemplated hereby, and neither Generex nor any Purchaser shall
                issue any
                such press release or otherwise make any such public statement without
                the
                prior consent of Generex, with respect to any press release of any
                Purchaser, or without the prior consent of each Purchaser, with respect
                to
                any press release of Generex, which consent shall not unreasonably
                be
                withheld, except if such disclosure is required by law, in which
                case the
                disclosing party shall promptly provide the other party with prior
                notice
                of such public statement or communication. Notwithstanding the foregoing,
                Generex shall not publicly disclose the name of any Purchaser, or
                include
                the name of any Purchaser in any filing with the Commission or any
                regulatory agency or Trading Market, without the prior written consent
                of
                such Purchaser, except (i) as required by federal securities law
                in
                connection with the registration statement contemplated by the
                Registration Rights Agreement and (ii) to the extent such disclosure
                is
                required by law or Trading Market regulations, in which case Generex
                shall
                provide the Purchasers with prior notice of such disclosure permitted
                under subclause (i) or (ii).

            


       

      	7.5.  	
              Notices.
                Any and all notices or other communications or deliveries required
                or
                permitted to be provided hereunder shall be in writing and shall
                be deemed
                given and effective as specified in the Purchase Agreement. The address
                for such notices and communications shall be as set forth on the
                signature
                pages attached to the Purchase Agreement.

            


       

      	7.6.  	
              Amendments;
                Waivers.
                No provision of this Amendment may be waived or amended except in
                a
                written instrument signed, in the case of an amendment, by Generex
                and
                each Purchaser or, in the case of a waiver, by the party against
                whom
                enforcement of any such waiver is sought. No waiver of any default
                with
                respect to any provision, condition or requirement of this Amendment
                shall
                be deemed to be a continuing waiver in the future or a waiver of
                any
                subsequent default or a waiver of any other provision, condition
                or
                requirement hereof, nor shall any delay or omission of either party
                to
                exercise any right hereunder in any manner impair the exercise of
                any such
                right.

            


       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      	7.7.  	
              Amendment
                Controls.
                If any topic is addressed both in the Purchase Agreement (or any
                document
                related thereto) and in this Amendment, this Amendment shall
                control.

            


       

      	7.8.  	
              Construction.
                The headings herein are for convenience only, do not constitute a
                part of
                this Amendment and shall not be deemed to limit or affect any of
                the
                provisions hereof. The language used in this Amendment 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.

            


       

      	7.9.  	
              Governing
                Law.
                All questions concerning the construction, validity, enforcement
                and
                interpretation of this Amendment 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. The
                parties
                agree that Section 5.9 of the Purchase Agreement shall apply to this
                Amendment as if set forth in its entirety
                herein.

            


       

      	7.10.  	
              Survival.
                The representations and warranties contained herein shall survive
                the
                delivery, exercise and/or conversion of the Securities, as applicable
                for
                the applicable statue of limitations.

            


       

      	7.11.  	
              Execution.
                This Amendment may be executed in two or more counterparts, all of
                which
                when taken together shall be considered one and the same document
                and
                shall become effective when counterparts have been signed by each
                party
                and delivered to the other party, it being understood that both parties
                need not sign the same counterpart. 

            


       

      	7.12.  	
              Severability.
                If any provision of this Amendment is held to be invalid or unenforceable
                in any respect, the validity and enforceability of the remaining
                terms and
                provisions of this Amendment shall not in any way be affected or
                impaired
                thereby and the parties will attempt to agree upon a valid and enforceable
                provision that is a reasonable substitute therefor, and upon so agreeing,
                shall incorporate such substitute provision in this
                Amendment.

            


       

      	7.13.  	
              Independent
                Nature of Purchasers’ Obligations and Rights.
                The obligations of each Purchaser hereunder are several and not joint
                with
                the obligations of any other Purchaser, and no Purchaser shall be
                responsible in any way for the performance of the obligations of
                any other
                Purchaser. Nothing contained herein, and no action taken by any Purchaser
                pursuant hereto, shall be deemed to constitute the Purchasers as
                a
                partnership, an association, a joint venture or any other kind of
                entity,
                or create a presumption that the Purchasers are in any way acting
                in
                concert or as a group with respect to such obligations or the transactions
                contemplated hereby. Each Purchaser shall be entitled to independently
                protect and enforce its rights, including, without limitation, the
                rights
                arising out of this Amendment and it shall not be necessary for any
                other
                Purchaser to be joined as an additional party in any proceeding for
                such
                purpose. The Purchasers have not relied upon the same legal counsel
                in
                their review and negotiation of this Amendment. Generex has elected
                to
                provide all Purchasers with the same terms and form of Amendment
                for the
                convenience of Generex and not because it was required or requested
                to do
                so by the Purchasers. Each Purchaser represents that it has been
                represented by its own separate legal counsel in its review and
                negotiations of this Amendment and each party represents and confirms
                that
                Proskauer Rose LLP represents only Cranshire Capital, L.P. in connection
                with this Amendment.

            


       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      	7.14.  	
              Exempt
                Issuances.
                The term “Exempt Issuance” as defined in the Purchase Agreement is hereby
                amended to include Common Stock and Common Stock Equivalents to employees,
                officers, directors and consultants, if issued pursuant to a resolution
                adopted by the majority of the non-employee members of the Board
                of
                Directors.

            


       

      (Signature
        Pages Follow)

       


      
 

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
        executed by their respective authorized signatories as of the date first
        indicated above.

       

      
        	
                GENEREX
                  BIOTECHNOLOGY CORPORATION

                 

              
	
                By:__________________________________________

                Name:

                Title:

              


      

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE
        PAGE FOR PURCHASERS FOLLOWS]

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      


      


      IN
        WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed
        by their respective authorized signatories as of the date first indicated
        above.

       

      Name
        of
        Investing Entity:
        ________________________________________________________

      Signature
        of Authorized Signatory of Investing Entity:
        __________________________________

      Name
        of
        Authorized Signatory:
        ____________________________________________________

      Title
        of
        Authorized Signatory:
        _____________________________________________________

      Email
        Address of Authorized
        Entity:________________________________________________

      


      


      The
        principal amount of AIR Debentures which such 

      Purchaser’s
        Additional Investment Right permits it to acquire: $______________________

      


      


      Residency
        of Investing Entity: ______________________________

      


       

      


      
        
           

        

        
          17