EX 10.28


    EXHIBIT
      10.28

    


    


    GENEREX
      BIOTECHNOLOGY CORPORATION

    


    -and-

    


    ANNA
      GLUSKIN

    


    SUMMARY
      OF EMPLOYMENT TERMS

    


    as
      adopted by the Board of Directors on December 9, 2005

    


    
      	
              Employers:

            	
              Generex
                Biotechnology Corporation and Generex Pharmaceuticals Inc. (together
                “GNBT”)

            
	
              Employee:

            	
              Anna
                Gluskin (“Gluskin”)

            
	
              Position:

            	
              President
                & Chief Executive Officer

               

              Gluskin
                shall perform such duties as may be reasonably assigned to her by
                the GNBT
                board of directors from time to time provided that such duties are
                consistent with the offices of President & Chief Executive
                Officer

            
	
              Location:

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

            
	
              Reports
                to:

            	
              the
                GNBT board of directors

            
	
              Board
                of Directors:

            	
              GNBT
                shall ensure that, throughout the Term, Gluskin’s name is included on any
                management slate of directors put forward to the GNBT shareholders
                for
                election to the GNBT board

            
	
              Term
                of Employment:

            	
              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 six (6) months prior to
                the
                expiration of the Term failing which the employment arrangement will
                become one of indefinite term terminable upon not less than six (6)
                months’ prior written notice

            
	
              Commencement
                Date:

            	
              January
                1, 2006

            
	
              Base
                Salary:

            	
              USD$425,000,
                payable monthly in arrears (subject to application statutory deductions);
                the Compensation Committee of the GNBT board of directors shall review
                Gluskin’s base salary on an annual basis and determine whether it is
                appropriate to increase such salary and other compensation, but such
                salary shall not be 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:

            	
              during
                the Term GNBT shall pay to Gluskin an annual bonus in respect of
                each GNBT
                fiscal year during the Term as determined by the Compensation Committee
                of
                the GNBT Board of Directors

            
	
              Expenses:

            	
              reimbursement
                of all reasonable expenses incurred by Gluskin in connection with
                GNBT’s
                business

            
	
              Vacation:

            	
              Six
                (6) weeks paid vacation in each calendar year (with no year-to-year
                accrual)

            
	
              Termination:

            	
              a.
                by GNBT for cause (without any additional payments to
                Gluskin)

               

              b.
                automatically upon expiration of the Term

               

              c.
                automatically upon Gluskin’s death or disability

               

              d.
                by Gluskin 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, (iv) a change of control
                of
                GNBT, or (v) a sale of all or substantially all of the property and
                assets
                of GNBT

               

              In
                the event of termination pursuant to (b) above as result of the issuance
                by GNBT of a notice of non-renewal or pursuant to (d) above, (1)
                GNBT will
                pay to Gluskin the amount equal to the greater of (i) an amount equal
                to
                five (5) times Gluskin’s base annual salary as at the date of termination,
                which amount will be payable in a lump sum on the date of termination,
                and
                (ii) Five Million United States Dollars (USD$5,000,000), which amount
                will
                be payable (a) Three Million United States Dollars (USD$3,000,000)
                in a
                lump sum on the date of termination, and (b) Two Million United States
                Dollars (USD$2,000,000) in stock issuable within three business days
                of
                the date of termination and valued at the 20-day VWAP as at the close
                of
                business on the date of termination, and (2) Gluskin will be entitled
                to
                participate in and receive benefits for a period of Twelve (12) months
                following the date of termination. Furthermore, Gluskin shall have
                no duty
                to mitigate.

            
	
              Confidentiality:

            	
              standard
                employee confidentiality, non-competition and non-solicitation
                covenants

            
	
              Formal
                Agreement:

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