Ex 10.30


    EXHIBIT
      10.30

    


    GENEREX
      BIOTECHNOLOGY CORPORATION

    -and-

    MARK
      A. FLETCHER

    


    SUMMARY
      OF EMPLOYMENT TERMS

    


    FEBRUARY,
      2003

    


    
      	
              Employers:

            	
              Generex
                Biotechnology Corporation and its subsidiaries (together, “GNBT”)

            
	
              Employee:

            	
              Mark
                A. Fletcher (“Fletcher”)

            
	
              Position:

            	
              Executive
                Vice-President & General Counsel; this is a full-time position,
                however, GNBT acknowledges that, during the first three (3) months
                of the
                Term, Fletcher will be entitled to devote up to twenty percent (20%)
                of
                his working time to the facilitation of the transition of his private
                practice (without derogation from the compensation provisions set
                forth
                herein)

            
	
              Location:

            	
              Toronto,
                Ontario (travel from time to time as reasonably required by Fletcher’s
                duties)

            
	
              Reports
                to:

            	
              the
                President of GNBT and the GNBT board of directors

            
	
              Term:

            	
              an
                initial term of five (5) years (the “Term”)
                (subject to the termination provisions described below); either party
                may
                give notice of non-renewal not less than twelve (12) months prior
                to the
                expiration of the Term failing which the employment arrangement will
                become one of indefinite term

            
	
              Commencement
                Date:

            	
              March
                17, 2003

            
	
              Base
                Salary:

            	
              USD$100,000,
                payable monthly in arrears (subject to applicable statutory deductions);
                the base salary will be subject to an annual COLA increase during
                the
                Term; the compensation committee of the GNBT board of directors will
                review Fletcher’s base salary on an annual basis and determine whether it
                is appropriate to increase such salary (beyond the COLA increase)
                and
                other compensation, but such salary shall not reduced during the
                Term

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
              Benefits:

            	
              participation
                in and coverage by each pension, insurance, hospitalization, disability
                and any other plan established by GNBT; supplementary benefits and
                perquisites made available generally to GNBT’s senior
                executives

            
	
              Bonuses:

            	
              a
                guaranteed annual bonus in the aggregate amount of USD$30,000 payable
                in
                four quarterly installments of USD$7,500 each commencing June 30,
                2003

               

              during
                the Term GNBT shall pay to Fletcher an annual bonus (cash and/or
                stock
                options) in respect of each GNBT fiscal year during the Term as determined
                by the compensation committee of the GNBT board of directors in accordance
                with bonuses paid to GNBT executive management
                generally

            
	
              Expenses:

            	
              reimbursement,
                upon approval of GNBT’s President, of all reasonable expenses incurred by
                Fletcher in connection with GNBT’s business; in addition, GNBT will pay
                for Fletcher’s membership in (i) the Canadian Bar Association, (ii) the
                Canadian Corporate Counsel Association, (iii) the American Bar
                Association, and (iv) the American Corporate Counsel
                Association

            
	
              Initial
                Options:

            	
              options
                to acquire up to Two Hundred Fifty Thousand (250,000) common shares
                of
                GNBT at an exercise price equal to the closing market price on the
                NASDAQ
                on February 14, 2003 to vest immediately and be exercisable for five
                years

            
	
              Vacation:

            	
              Four
                (4) weeks paid vacation in each calendar year

            
	
              Termination:

            	
              a.
                by GNBT for cause, death, voluntary retirement or disability (without
                any
                additional payments to Fletcher)

               

              b.
                by Fletcher upon thirty (30) days’ prior written notice if there is (i) a
                material change in duties, (ii) a material reduction in remuneration,
                (iii) a material GNBT breach of contract, or (iv) a change of control
                of
                GNBT (to be defined to include the replacement of Anna Gluskin as
                a
                director and/or chief executive officer of GNBT)

               

              c.
                by GNBT for any reason upon thirty (30) days’ prior written
                notice

               

              In
                the event of termination pursuant to (b) or (c) above, (1) GNBT will
                pay
                to Fletcher in a lump sum on the termination date an amount equal
                to the
                aggregate of: (i) Fletcher’s base salary for eighteen (18) months and (ii)
                an amount equal to the average annual bonus paid to Fletcher during
                each
                GNBT fiscal year during the Term, and (2) Fletcher will be entitled
                to
                participate in and receive benefits for a period of eighteen months
                following the termination date. Further, Fletcher shall have no duty
                to
                mitigate.

               

              For
                the purpose of determining the expiration date of any unexercised
                vested
                options held by Fletcher, the termination date will be deemed to
                be ninety
                (90) days following the expiration of the eighteen (18) month period
                referred to above. Furthermore, all unvested options held by Fletcher
                will
                vest on the termination date.

               

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Confidentiality:

            	
              standard
                employee confidentiality covenants (Fletcher will not be required
                to
                provide non-competition or non-solicitation covenants)

            
	
              Independent
                Legal Advice:

            	
              GNBT
                will obtain qualified independent legal advice in respect of this
                arrangement

            
	
              Formal
                Agreement:

            	
              a
                formal employment agreement is to be executed and delivered by GNBT
                and
                Fletcher

            
	
              Board
                Approval:

            	
              these
                arrangements will be subject to the approval of the GNBT board of
                directors

            


    

    


    


    GENEREX
      BIOTECHNOLOGY CORPORATION

    


    /s/
      Anna
      Gluskin

      
        

      

    

    Anna
      Gluskin, President

    


    


    /s/
      Mark
      A. Fletcher

      
        

      

    

    MARK
      A. FLETCHER