CONSENT AND WAIVER

This Consent and Waiver (this “ Agreement ”), dated as of July 31, 2008, is entered by and between Generex Biotechnology Corporation, a Delaware corporation (the “ Company ”), and Iroquois Master Fund Ltd. (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 $3,650,000.00 (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, 200