CONSENT AND WAIVER

This Consent and Waiver (this “ Agreement ”), dated as of July ___, 2008, is entered by and between Generex Biotechnology Corporation, a Delaware corporation (the “ Company ”), and Smithfield Fiduciary LLC (the “ Holder ”).

A.   Pursuant to that certain Securities Purchase Agreement (the “ Purchase Agreement ”), dated as of March 31, 2008, by and among the Company, the Holder and the other investors listed on the Schedule of Buyers attached thereto (together with the Holder, the “ Investors ”), the Holder purchased the Company’s 8% Senior Secured Convertible Note in the principal amount of $7,000,000.00 (the “ Note ”). Capitalized terms used in this Agreement that are not otherwise defined have the meaning set forth in the Note.

B.   The Note requires the Company to pay the Holder on each applicable Installment Date the Installment Amount due on such date by electing (i) a Company Conversion if various conditions are satisfied and/or (ii) a Company Redemption.

C.   In connection with the Purchase Agreement, the Company and the Investors entered into that certain Registration Rights Agreement, dated as of March 31, 2008 (the “ Registration Rights Agreement ”), pursuant to which, among other things, the Company is obligated to have a registration statement for the resale of the Registrable Securities (as defined in the Registration Rights Agreement) (the “ Registration Statement ”) declared effective on or before July 29, 2008.

D.   As of the date hereof, certain Equity Conditions have not been satisfied, including (i) that the Registration Statement has not yet been declared effective for the resale of all of the Registrable Securities (the “ Registration Statement Equity Condition ”) and (ii) that the Company received notice from The Nasdaq Stock Market of its failure to comply with the minimum bid price requirement of Marketplace Rule 4310(c)(4) and has 180 calendar days to regain compliance with such rule (the “ Listing Maintenance Equity Condition ”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereby agree as follows:

1.   Waiver . The Holder hereby waives satisfaction of only the following: (a) the Registration Statement Equity Condition solely with respect to the Installment Notice Due Date applicable to the Installment Date that is September 1, 2008 and (b) the Listing Maintenance Equity Condition solely with respect to the Installment Dates that are September 1, 2008 and October 1, 2008 (the “ Applicable Installment Dates ”).

2.   Consent to Deferral of Installment Amount due on August 1, 2008 . Notwithstanding the Company’s election set forth in any applicable Company Installment Notice delivered to the Holder prior to the date hereof, the Holder hereby consents to the Company converting (provided that there is then no Equity Conditions Failure (other than the Equity Conditions Failures expressly waived in Section 1 above) and provided that all other conditions necessary for the Company to effect a Company Conversion are then satisfied) and/or redeeming the Installment Amount due on August 1, 2008 as follows: