SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                            SCHEDULE 14A INFORMATION
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                        GENEREX BIOTECHNOLOGY CORPORATION
                                33 HARBOUR SQUARE
                                    SUITE 202
                        TORONTO, ONTARIO, CANADA M5J 2G2

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD MARCH 24, 2005

Dear Stockholder:

        You are cordially invited to attend the annual meeting of stockholders
of Generex Biotechnology Corporation ("Generex") that will be held on Thursday,
March 24, 2005, at 10:00 a.m. (local time), at St. Lawrence Hall, 157 King
Street East, Toronto, Ontario, Canada M5E 1C4, for the following purposes, as
set forth in the accompanying proxy statement:

1.      To elect seven directors;

2.      To authorize the Board of Directors, in the three-month period
        commencing with the date of the annual meeting, to issue, without prior
        stockholder approval, in connection with capital raising transactions,
        and/or acquisitions of assets, businesses or companies, up to 10,000,000
        shares of common stock, including options, warrants, securities or other
        rights convertible into common stock, in the aggregate, in excess of the
        number of shares that NASDAQ's Rules 4350(i)(1)(C) and (D) permit
        Generex to issue in such transactions without prior stockholder
        approval, the issuance of such 10,000,000 shares to be upon such terms
        as the Board of Directors shall deem to be in the best interests of
        Generex, for a price of not less than 70% of the market price at the
        time of such issuance and for an aggregate consideration not to exceed
        $50,000,000, which such authorization shall include shares of common
        stock issued by Generex at or above market price prior to the date of
        the annual meeting (a "Prior Issuance") in the event The NASDAQ Stock
        Market, Inc. integrates (i) a new below market issuance by Generex
        within the three-month period commencing on the date of the annual
        meeting with (ii) the Prior Issuance;

3.      To authorize the Board of Directors to issue up to 18,487,425 shares of
        common stock, in excess of the 6,962,447 shares of common stock the
        Board of Directors is permitted to issue without prior stockholder
        approval, (i) (a) as payment for outstanding principal of, and interest
        on, 6% Secured Convertible Debentures issued by Generex on November 10,
        2004 (the "Debentures") or (b) upon conversion of the Debentures into
        shares of common stock, and (ii) upon exercise of Warrants and
        Additional Investment Rights issued in connection with the issuance of
        the Debentures;

4.      To authorize the Board of Directors to temporarily or permanently reduce
        the exercise price of some or all of Generex's 12,789,343 outstanding
        common stock purchase warrants ("Warrants") to a price not less than 90%
        of the common stock's market price at the time of the Board of
        Director's determination to reduce the exercise price;

5.      To ratify the appointment of BDO Dunwoody, LLP as independent public
        accountants for Generex for the fiscal year ending July 31, 2005; and

6.      To transact such other business as may properly come before the annual
        meeting and any adjournments or postponements of the meeting.

        The Board of Directors has established the close of business on
February 24, 2005, as the record date for the determination of stockholders
entitled to receive notice of, and to vote at, the annual meeting and any
adjournment or postponement thereof.



YOU ARE URGED TO REVIEW CAREFULLY THE ACCOMPANYING PROXY STATEMENT AND TO
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.



        You may revoke your proxy at any time before it has been voted. You are
cordially invited to attend the annual meeting in person if it is convenient for
you to do so.

By order of the Board of Directors,


________________________________________
Rose C. Perri
Secretary

February _______, 2005



                        GENEREX BIOTECHNOLOGY CORPORATION

                                 PROXY STATEMENT

General Information

         This proxy statement is provided to the stockholders of Generex
Biotechnology Corporation ("Generex") in connection with the solicitation by the
Board of Directors of Generex of proxies for use at the annual meeting of
stockholders of Generex to be held on Thursday, March 24, 2005, at 10:00 a.m.
(local time), at St. Lawrence Hall, 157 King Street East, Toronto, Ontario,
Canada M5E 1C4, and any adjournments or postponements thereof. A form of proxy
is enclosed for use at the annual meeting. Proxies properly executed and
returned in a timely manner will be voted at the annual meeting in accordance
with the directions specified therein. If no direction is indicated, they will
be voted FOR (1) the election of the nominees named herein as directors, (2) the
proposal to authorize the Board of Directors to issue up to 10,000,000 shares of
common stock at less than market price in excess of amounts permitted under
NASDAQ rules, (3) the proposal to authorize the Board of Directors to issue up
to 18,487,425 shares of common stock, in excess of the 6,962,447 shares of
Common Stock the Board of Directors is permitted to issue without prior
stockholder approval, (i) (a) as payment for outstanding principal of, and
interest on, 6% Secured Convertible Debentures issued by Generex on November 10,
2004 (the "Debentures") or (b) upon conversion of the Debentures into shares of
common stock, and (ii) upon exercise of Warrants and Additional Investment
Rights issued in connection with the issuance of the Debentures, (4) the
proposal to authorize the Board of Directors to temporarily or permanently
reduce the exercise price of some or all of Generex's Warrants to a price not
less than 90% of the common stock's market price at the time the exercise prices
are reduced, and (5) the ratification of appointment of BDO Dunwoody, LLP as
Generex's independent public accountants; and they will be voted on other
matters presented for a vote, in accordance with the judgment of the persons
acting under the proxies. The persons named as proxies were selected by the
Board of Directors and are present members of the executive management of
Generex.

        Any stockholder voting by proxy may revoke that proxy at any time before
it is voted at the annual meeting by delivering written notice to the Secretary
of Generex at the address set forth below, by delivering a proxy bearing a later
date, or by attending the annual meeting in person and casting a ballot. If any
stockholder holds shares of common stock through an account with a bank or
broker, the stockholder must obtain a legal proxy from the bank or broker in
order to vote at the meeting. Even if the stockholder plans to attend the
meeting, Generex encourages such stockholder to vote its shares by proxy.

        Generex's principal executive offices are located at 33 Harbour Square,
Suite 202, Toronto, Ontario, Canada M5J 2G2, and its telephone number is (416)
364-2551. Proxy materials are first being mailed to stockholders beginning on or
about February 25, 2005.

Shares Outstanding, Voting Rights and Vote Required

         Only stockholders of record at the close of business on February 24,
2005, are entitled to vote at the annual meeting. The only voting stock of
Generex outstanding and entitled to vote at the annual meeting is its common
stock, $.001 par value per share (the "Common Stock"). As of the close of
business on February 21, 2005, 35,733,643 shares of Common Stock were
outstanding. Each share of Common Stock issued and outstanding is entitled to
one vote on matters properly submitted at the annual meeting. Cumulative voting
is not permitted under Generex's Restated Certificate of Incorporation, as
amended.

        The presence, in person or by proxy, of the holders of a majority of the
total issued and outstanding shares of Common Stock entitled to vote at the
annual meeting is necessary to constitute a quorum for the transaction of
business at the annual meeting. Abstentions and broker non-votes will be counted
for purposes of determining the presence or absence of a quorum. A broker
non-vote occurs when a nominee holding shares for a beneficial owner does not
vote on a particular proposal because the nominee does not have discretionary
voting power with respect to that item and has not received instructions from
the beneficial owner. Directors are elected by a plurality of the votes. This
means the seven nominees for director receiving the highest number of "For"
votes will be elected as directors. Approval of each of (i) the proposal to
authorize the Board of Directors to issue up to 10,000,000

                                        1


shares of common stock at less than market price in excess of amounts permitted
under NASDAQ rules, (ii) the proposal to authorize the Board of Directors it
issue up to 18,487,425 shares of Common Stock in excess of the 6,962,447 shares
of Common Stock the Board of Directors is permitted to issue without prior
stockholder approval, (a) (1) as payment for outstanding principal of, and
interest on, the Debentures or (2) upon conversion of the Debentures into shares
of common stock, and (b) upon exercise of Warrants and Additional Investment
Rights issued in connection with the issuance of Debentures, (iii) the proposal
to authorize the Board of Directors to temporarily or permanently reduce the
exercise price of some or all of Generex's Warrants to a price not less than 90%
of the common stock's market price at the time the exercise prices are reduced,
(iv) the proposal to ratify the appointment of BDO Dunwoody, LLP as Generex's
independent public accountants and (v) any other matter that may be submitted to
a vote of stockholders require the affirmative vote of a majority of the votes
of the shares present or represented by proxy at the annual meeting and cast on
such proposals. Except for the election of directors, abstentions will be
counted in tabulating votes cast on the proposals presented to stockholders and
will have the same effect as negative votes. Broker non-votes will not be
counted in tabulating votes cast on the proposals presented to stockholders.
Votes cast in person or by proxy at the annual meeting will be tabulated by the
election inspectors appointed for the meeting.

         The Board of Directors recommends voting FOR (1) the election of the
nominees named herein for directors, (2) the proposal to authorize the Board of
Directors to issue up to 10,000,000 shares of common stock at less than the
market price in excess of amounts permitted under NASDAQ rules, (3) the proposal
to authorize the Board of Directors it issue up to 18,487,425 shares of Common
Stock in excess of the 6,962,447 shares of Common Stock the Board of Directors
is permitted to issue without prior stockholder approval, (i)(a) as payment for
principal of, and interest on, the Debentures or (b) upon conversion of the
Debentures into shares of common stock, and (b) upon exercise of Warrants and
Additional Investment Rights issued in connection with the issuance of
Debentures, (4) the proposal to authorize the Board of Directors to temporarily
or permanently reduce the exercise price of some or all of Generex's Warrants to
a price not less than 90% of the common stock's market price at the time the
exercise prices are reduced, and (5) the appointment of BDO Dunwoody, LLP as
Generex's independent public accountants for fiscal 2005.

                              ELECTION OF DIRECTORS
                                  (PROPOSAL 1)

        Seven directors are to be elected at the annual meeting of stockholders.
All directors will be elected to hold office until the next annual meeting of
stockholders following election and until their successors are duly elected and
qualified.

        The persons named below have been designated by the Board of Directors,
including a majority of independent directors, as nominees for election as
directors. All nominees currently serve as directors of Generex. The individuals
named in the enclosed proxy intend to vote all proxies received by them for the
nominees listed below unless otherwise instructed. If you do not wish your
shares to be voted for any of the nominees, you may so indicate on the proxy.
If, for any reason, any of the nominees shall become unavailable for election,
the individuals named in the enclosed proxy may exercise their discretion to
vote for any substitutes proposed by the Board of Directors, including a
majority of independent directors. At this time, the Board of Directors knows of
no reason why any of the nominees might be unavailable to serve.



Name                          Age        Position Held with Generex
- ---------------------        -----       ---------------------------------------------------------
                                   
Anna E. Gluskin                53        Chairman, President, Chief Executive Officer and Director
Rose C. Perri                  37        Chief Operating Officer, Acting Chief Financial
                                         Officer, Treasurer, Secretary and Director
Gerald Bernstein, M.D.         71        Director, Vice President Medical Affairs
John P. Barratt                60        Director
Mindy J. Allport-Settle        37        Director
Brian T. McGee                 43        Director


                                        2


Anna E. Gluskin -- Director since September 1997. Ms. Gluskin has served as the
President and Chief Executive Officer of Generex since October 1997 and the
Chairman since November 2002. She held comparable positions with Generex
Pharmaceuticals, Inc. from its formation in 1995 until its acquisition by
Generex in October 1997.

Rose C. Perri -- Director since September 1997. Ms. Perri has served as
Treasurer and Secretary of Generex since October 1997, and as Chief Operating
Officer since August 1998. She was an officer of Generex Pharmaceuticals, Inc.
from its formation in 1995 until its acquisition by Generex in October 1997.
Effective November 2002, Ms. Perri became acting Chief Financial Officer.

Gerald Bernstein, M.D. -- Director since October 2002. Dr. Gerald Bernstein has
served as Vice President of Generex since October 1, 2001. Dr. Bernstein acts as
a key liaison for Generex on medical and scientific affairs to the medical,
scientific and financial communities and consults with Generex under a
consulting agreement on research and medical affairs and on development
activities. Dr. Bernstein has been an associate clinical professor at the
Albert Einstein College of Medicine in New York and an attending physician at
Beth Israel Medical Center, Lenox Hill Hospital and Montefore Medical Center,
all in New York, since 1999. He was president of the American Diabetes
Association from 1997 to 1998.

John P. Barratt -- Director since March 2003. Mr. Barratt is Court appointed
Responsible Person and Liquidation Manager of Beyond.com Corporation,
Debtor-in-Possession, a US Chapter 11 Bankruptcy Case. Prior to his appointment
in 2002, he had served as Chief Operating Officer of Beyond.com, since 2000.
From January 1996 to September 2000, Mr. Barratt served as partner-in-residence
for the Quorum Group of Companies, an international investment partnership
specializing in providing debt and equity capital to the emerging high growth
technology sector. From 1988 to December 1995, Mr. Barratt was Executive Vice
President and Chief Operating Officer of Coscan Development Corporation. He
previously held a number of senior-level management positions, including Deputy
Chief Executive of Lloyds Bank Canada. Mr. Barratt also currently serves on the
Board of Directors and is Chairman of the Credit Committee and member of the
Audit Committee for the Bank of China (Canada), and as a director and a member
of the Audit Committee of GLP NT Corporation and BNN Split Corporation.
Mr. Barratt also serves on the Advisory Board of Brascan SoundVest Diversified
Income Fund and Brascan SoundVest Total Return Fund.

Mindy J. Allport-Settle -- Director since February 2004. Ms. Allport-Settle has
been President and Chief Executive Officer of Integrated Development, LLC
("Integrated") since 1998. Integrated is an independent consulting firm to the
pharmaceutical industry, providing informed guidance in operational, project and
contract management, new business development and regulatory compliance. In
addition to her position with Integrated, Ms. Allport-Settle has been a
Vice-President of Impact Management Services, Inc. ("IMS") since 2003, which
also provides consulting services to the pharmaceutical industry. In her current
positions at Integrated and IMS, Ms. Allport-Settle has worked with several
major pharmaceutical companies. From 2001 to 2002, Ms. Allport-Settle was
Director of Client Services for Scriptorium Publishing Service. From 1992 to
1994, Ms. Allport-Settle was an Eye Bank Technician/Organ Procurement Surgeon
for NC Eye & Human Tissue Bank; and from 1991 to 1998, Ms. Allport-Settle was a
Freelance Writer and Photographer. Ms. Allport-Settle is currently working on
her M.B.A. in Global Management at the University of Phoenix and expects to
receive her degree in 2005.

Brian T. McGee - Director since March 2004. Mr. McGee has been a partner of
Zeifman & Company, LLP ("Zeifman") since 1995. Mr. McGee began working at
Zeifman shortly after receiving a B.A. degree in Commerce from the University of
Toronto in 1985. Zeifman is a Chartered Accounting firm based in Toronto,

                                        3


Ontario. A significant element of Zeifman's business is public corporation
accounting and auditing. Mr. McGee is a Chartered Accountant. Throughout his
career, Mr. McGee has focused on, among other areas, public corporation
accounting and auditing. In 1992, Mr. McGee completed courses focused on
International Taxation and Corporation Reorganizations at the Canadian Institute
of Chartered Accountants and in 2003, Mr. McGee completed corporate governance
courses on compensation and audit committees at Harvard Business School.

There are no family relationships among the officers and directors of Generex.

NASDAQ Rule 4350(c) requires that a majority of the Board of Directors be
comprised of independent directors as defined in NASDAQ Rule 4200(a)(15). The
Board of Directors has determined that Messrs. Barratt, McGee and Rosen and Ms.
Allport-Settle are independent, in accordance with NASDAQ Rules 4200(a)(15) and
4350(c). Accordingly, a majority of the current directors and a majority of the
nominees for director meet the definition of independence under the NASDAQ
SmallCap Market listing requirements. In addition, Generex continues to evaluate
additional candidates for independent directors. In accordance with the Bylaws
of Generex, the Board of Directors is permitted to increase the number of
directors and to fill the vacancies created by the increase until the next
annual meeting of shareholders.

In addition, in connection with a joint venture, Generex entered into a
Securities Purchase Agreement, dated January 16, 2001, with Elan Corporation plc
("Elan") and Elan International Services, Ltd. ("EIS"), pursuant to which EIS
had the right to nominate one director to Generex's Board of Directors for so
long as EIS or its affiliates owned at least 1.0% of the issued and outstanding
shares of Common Stock. On December 21, 2004, Generex entered into a Termination
Agreement with Elan and EIS, whereby Generex, Elan and EIS agreed to terminate
their joint venture and the rights and obligations of each party thereunder,
including EIS' right to nominate a director to Generex's Board of Directors. EIS
had not exercised its right to have a representative on the Board of Directors
since August, 2002.

                  THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
                    THE ELECTION OF THE ABOVE-NAMED NOMINEES

                                        4


          PROPOSAL TO APPROVE THE POTENTIAL ISSUANCE AND SALE OF SHARES
                  AT PRICES BELOW THE THEN CURRENT MARKET PRICE
           IN POTENTIAL CAPITAL RAISING TRANSACTIONS AND ACQUISITIONS
                                  (PROPOSAL 2)

        Management has recommended to the Board of Directors that, in light of
Generex's actual and potential cash needs, Generex must avail itself of all
possible means of financing, including the private placement of its securities.
In addition, Generex has been presented with potential acquisition candidates
and other acquisition and business combination opportunities in the past and
must have the flexibility to timely act upon any such opportunities and
transactions which may arise in the future. Management informed the Board of
Directors that the ability of Generex to offer its securities in private
placements or acquisitions at an offering price below the market price or book
value of such securities at the time of any such private placements or
acquisitions would afford Generex greater flexibility in structuring future
financings or acquisitions. However, NASDAQ Marketplace Rules 4350(i)(1)(C) and
(D) require stockholder approval prior to the sale or issuance or potential
issuance of shares equal to twenty percent (20%) or more of Generex's Common
Stock, or twenty percent (20%) or more of the voting power of Generex,
outstanding before the issuance, if the effective sale price of the Common Stock
is less than the greater of the book or market value of the Common Stock on the
date of such issuance. Shares of Generex's Common Stock issuable upon the
exercise or conversion of warrants, options, debt instruments, preferred stock
or other equity securities issued or granted in such capital raising
transactions or acquisitions are considered shares issued in the transaction or
acquisition in determining whether the twenty percent (20%) limit has been
reached. Management believes the delay required to arrange for a meeting of
stockholders to approve a specific financing transaction or acquisition might
jeopardize the closing of the transaction or acquisition. In order to comply
with the possible application of the NASDAQ rules, Generex is seeking
stockholder approval for the issuance and sale of shares, during the three-month
period commencing with the date of the annual meeting, in a potential
acquisition, corporate transaction, other business combination or private
placement or other capital raising transaction ("Potential Equity Related
Investment") so that the Board of Directors will have flexibility to timely
enter into and close any such transaction.

        There are various reasons management may seek additional financing in
the three-month period immediately following the annual meeting. Generex may
need additional financing to fund expanded research and development activities
and working capital needs. While Generex has no present need for additional
financing for these purposes, Generex believes it should have the flexibility to
respond to opportunities as they are presented. In addition, the sale of equity
securities may be necessary to enable Generex to continue to comply with the
Stockholders' Equity requirements of the NASDAQ SmallCap Market; and increases
in Stockholders' Equity could potentially permit Generex to regain compliance
with NASDAQ National Market standards. In addition, Generex may be presented
with an acquisition, corporate transaction or other business combination
opportunity that would be beneficial to it and would require the issuance of
shares and/or options in excess of the amounts required under the NASDAQ rules.

        Management believes it may need the general flexibility to issue shares
at prices which Generex and any prospective investor or acquisition candidate
expressly contemplate are below market value. Management also believes that it
needs the flexibility provided by this proposal because there may be situations
where the parties to a transaction believe the shares are being issued at a
price equal to or greater than book and market value but the effective price
would be considered below the greater of book or market value by NASDAQ. This
would primarily occur because investors and others in the financial community
may consider market value to be an average of closing prices for a period of
several days, while NASDAQ would consider the market value to be the closing
price on a particular day or an average over a much shorter period.

The stockholders approved a similar proposal at each of the special meeting held
on November 4, 2003 and the annual meeting held on May 17, 2004, however, of the
private placements Generex conducted since then, only two have been at a price
that was deemed to be less than market price and book value. The first such
private placement occurred during the three month period immediately following
the annual meeting held on May 17, 2004

                                        5


and was therefore previously authorized by the stockholders. The second below
market private placement occurred in November 2004 and is the subject of
Proposal No. 3 (the "November Private Placement").

Additionally, in the event NASDAQ were to "integrate" a new below market
issuance with an issuance of securities by Generex at or above market price
prior to the date of the annual meeting (a "Prior Issuance"), NASDAQ may
consider the Prior Issuance to retroactively be a below market issuance.
Accordingly, this authorization shall include shares of Common Stock issued by
Generex in a Prior Issuance in the event The NASDAQ Stock Market, Inc.
integrates (i) a new below market issuance of Common Stock by Generex within the
three-month period commencing on the date of the annual meeting with (ii) the
Prior Issuance.

Other than the November Private Placement, as of the date hereof, Generex is not
a party to any agreement, nor has it conducted negotiations with any third
party, which would require Generex to issue shares of its Common Stock at a
price that would be less than the market value of the Common Stock at the time
of such agreement.

POTENTIAL EQUITY RELATED INVESTMENTS

        The following description of various forms of Potential Equity Related
Investments and the reasons for such Potential Equity Related Investments is
offered for informational purposes to Generex's stockholders in connection with
this proxy solicitation and does not constitute an offer to sell or a
solicitation of an offer to buy any securities of Generex. Generex cannot
guarantee any private placement or other financing will be completed (or if so,
what the timing and the terms may be) and, other than as stated above, has not
agreed to, nor conducted any negotiations for, a below market private placement.
Accordingly, Generex cannot be certain that it will receive any proceeds from
any potential financing.

        Given the uncertainty of the ultimate sales price for securities placed
in any such private placement or other equity investment, and the percentage of
Generex's currently outstanding Common Stock that may be sold, the sale of
shares in a Potential Equity Related Investment (or one more transactions which
NASDAQ would consider to be integrated) could result in the issuance of twenty
percent (20%) or more of the outstanding voting stock of Generex and/or twenty
percent or more of the voting power at a price less than the greater of the book
value or market value of the shares. Therefore, Generex is seeking stockholder
approval because the potential issuance and sale of shares may trigger the
threshold requiring approval under NASDAQ Marketplace Rules 4350(i)(1)(C) and/or
(D). Generex believes that the current capital market environment requires
management to maintain maximum flexibility in order to be able to timely
consummate any potential capital-raising transaction without undue delay.

        The Board of Directors has the authority, without stockholder approval
and without endangering Generex's NASDAQ listing, to authorize the issuance in
each separate transaction (which is not integrated, under NASDAQ's
interpretation of its own rules, with other transactions) of up to twenty
percent (20%) of its shares outstanding before such transaction. As of February
21, 2005, the Company had 35,733,643 shares of Common Stock outstanding.
Consequently, the Board of Directors may authorize the issuance of up to
7,143,155 shares without obtaining stockholder approval, assuming issuance of
the new shares is not "integrated" with Generex's prior issuance of shares of
stock below market. Generally, transactions which are at least three months
apart will not be considered integrated by NASDAQ. The approval of Proposal No.
2 will give the Board of Directors the right to authorize, upon terms as the
Board of Directors deems to be in the best interests of Generex, but in no event
for (i) a price less than 70% of the market price at the time of issuance and
(ii) aggregate consideration in excess of $50,000,000, the issuance of an
aggregate of 10,000,000 shares in such three month period, in addition to the
7,143,155 shares, for an aggregate of 17,143,155 shares. In addition,
stockholders should note that, whether or not Proposal No. 2 is adopted, the
Board of Directors may authorize, without stockholder approval, the issuance of
any number of shares in separate transactions (provided that the Company issues
less than twenty percent (20%) of its then outstanding Common Stock in each
transaction and provided that the transactions would not be deemed integrated by
NASDAQ) even if the aggregate number of such shares exceeds the number
authorized by Proposal No. 2.

                                        6


EFFECT OF A POTENTIAL EQUITY RELATED INVESTMENT UPON EXISTING STOCKHOLDERS

        Approval of Proposal No. 2 will give the Board of Directors substantial
discretion to determine the amount, type and terms of securities to be issued by
Generex. For example, Generex may issue any one or more of Common Stock,
preferred stock convertible into Common Stock, debt securities or other debt
obligations convertible into Common Stock, options and warrants. Some or all of
these securities may be issued to investment bankers, placement agents,
financial advisors and others who assist Generex in raising capital or in
financial affairs, for services rendered and not for cash investment. The Board
of Directors will have discretion to determine any applicable dividend or
interest rates, conversion prices, voting rights, redemption prices, maturity
dates and similar matters. If securities convertible into or exercisable for
Common Stock are issued in a Potential Equity Related Investment and such
securities, at the time of issuance constitute twenty percent (20%) or more of
Generex's securities and/or twenty percent (20%) or more of its voting power
outstanding prior to such issuance, then stockholder approval of the Potential
Equity Related Investment also will constitute approval of the issuance of
shares of Common Stock upon conversion of such securities, and no additional
approval will be solicited.

        It is expected that any such securities may not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state or foreign country. The securities will likely be
offered and sold in reliance on Section 4(2) of the Securities Act or another
applicable exemption. However, it is also likely that the terms of the
transactions will require Generex to register the shares of Common Stock for
resale by the investors after closing of the investment.

        Any transaction requiring approval by stockholders under NASDAQ Rules
4350(i)(1)(C) and (D) would be likely to result in a significant increase in the
number of shares of Common Stock of Generex outstanding on a fully-diluted
basis, and current stockholders will own a smaller percentage of the outstanding
Common Stock of Generex. If convertible preferred stock, convertible debt or
another senior security is issued in the Potential Equity Related Investment,
the holders of the shares of such preferred stock, debt or senior security will
have claims on Generex's assets and other rights superior to holders of Common
Stock. Stockholders should note that the Board of Directors has the authority
under Generex's Restated Certificate of Incorporation, as amended, to issue up
to 1,000,000 shares of preferred stock in one or more series, with such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights and
qualifications, limitations or restrictions as the Board of Directors
determines.

        In addition, stockholders may experience potential dilution in the
market price of Generex's shares as a result of issuances of shares of Common
Stock at prices below the current market price. Such issuance could cause the
market price of Generex's shares to decline and/or remain below $1.00 per share.
Generex's shares have traded below $1.00 during all of fiscal year 2005.
Accordingly, because the bid price of Generex's shares of Common Stock has
remained below $1.00 for an extended period of time, on November 24, 2004,
Generex received notice from NASDAQ that unless, on or prior to May 23, 2005,
the bid price of the Common Stock closes at or above $1.00 per share for a
minimum period of ten (10) consecutive business days, the Common Stock may be
de-listed from the NASDAQ Small Cap Market.

NO APPRAISAL RIGHTS

        Under Delaware law, stockholders are not entitled to appraisal rights
with respect to this proposal.

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
PROPOSAL NO. 2, APPROVAL OF THE POTENTIAL ISSUANCE AND SALE OF EQUITY SECURITIES
     IN ORDER TO COMPLY WITH NASDAQ MARKETPLACE RULES 4350(i)(1)(C) AND (D).

                                        7


            PROPOSAL TO APPROVE THE ISSUANCE OF SHARES AS PAYMENT FOR
          PRINCIPAL OF, AND INTEREST ON, OUTSTANDING DEBENTURES OR UPON
             CONVERSION OF OUTSTANDING DEBENTURES AND UPON EXERCISE
            OF OUTSTANDING WARRANTS AND ADDITIONAL INVESTMENT RIGHTS
                                  (PROPOSAL 3)

        On November 10, 2004, Generex entered into a Securities Purchase
Agreement whereby Generex agreed to issue 6% Secured Convertible Debentures,
Warrants and Additional Investment Rights (together, the "Securities") for an
aggregate purchase price of $4,000,000 in a private placement with four
investors (the "November Private Placement"). The Debentures, including the
Debentures issuable upon exercise of the Additional Investment Rights, have a
term of fifteen (15) months and amortize over thirteen (13) months in thirteen
(13) equal installments beginning on the first day of the third month following
their issuance. Interest on the principal amount outstanding accrues at the rate
of six percent (6%) per annum. Generex may pay principal and accrued interest in
cash or, at Generex's option, in shares of Common Stock. If Generex elects to
pay principal and interest in shares of Common Stock, the value of each share of
Common Stock will be equal to the lesser of (i) $0.82 and (ii) ninety percent
(90%) of the average of the twenty (20) trading day volume weighted average
price for the Common Stock for the twenty (20) trading day period immediately
preceding the date of payment. In addition, at the option of the holder of each
Debenture, the principle amount outstanding under each Debenture is convertible
at any time and from time to time into shares of Common Stock at an initial
conversion price of $0.82 per share. However, the conversion price may be
reduced if Generex issues securities at a price per share less than the then
effective conversion price of the Debentures.

        Because the value of the shares of Common Stock used by Generex to pay
principal of, and interest on, the Debentures is discounted to market and
because the conversion price of the Debentures is subject to reduction upon the
occurrence of certain events, the issuance of shares of Common Stock by Generex
in either event is deemed a below market issuance under the rules and
regulations of The NASDAQ Stock Market. Further, because the aggregate number of
shares of Common Stock issuable as payment for outstanding principal of, and
interest on, the Debentures or upon conversion of the Debentures, plus the
number of shares of Common Stock issuable upon exercise of the other Securities
would exceed 19.99% of the shares of Common Stock outstanding immediately prior
to the November Private Placement, pursuant to NASDAQ's Rules 4350(i)(1) (C) and
(D), the Board of Directors is authorized to issue not more than 6,962,447
shares of Common Stock in connection with the November Private Placement,
without prior stockholder approval.

        Management has recommended to the Board of Directors that, in light of
Generex's actual and potential cash needs, Generex should pursue any opportunity
in which it can repay outstanding indebtedness with shares of its Common Stock.
As a result, Management and the Board of Directors deem it to be in the best
interests of Generex and its stockholders to pay principal of, and interest on,
the Debentures with shares of Common Stock. In addition, in the event holders of
Debentures desire to convert the outstanding principal amount thereof, and/or
exercise the other Securities, into shares of Common Stock and Generex is unable
to satisfy its obligation to issue such shares, Generex may incur substantial
monetary penalties. Accordingly, Management and the Board of Directors desire to
avoid incurring such penalties and deem it to be in the best interests of
Generex and its stockholders to provide the Board of Directors the ability to
satisfy Generex's obligations to issue shares of Common Stock upon conversion of
the Debentures and exercise of the other Securities.

EFFECT OF ISSUING SHARES OF COMMON STOCK TO PAY PRINCIPAL OF, AND INTEREST ON,
THE DEBENTURES, OR UPON CONVERSION OF THE DEBENTURES AND EXERCISE OF THE OTHER
SECURITIES

        Approval of Proposal No. 3 will give the Board of Directors complete
discretion to determine if, and how many, shares of Common Stock will be issued
to pay principal of, and interest on, the Debentures. Approval of Proposal No. 3
will also give the holders of the Debentures and the other Securities the
ability to convert the outstanding principal amount of, and accrued and unpaid
interest on, the Debentures, and exercise the other Securities, into shares of
Common Stock. Assuming Generex pays all principal and interest in shares of
Common Stock and/or the holders of the Securities convert and exercise all such
Securities into shares of Common Stock,

                                        8


shares of issued and outstanding Common Stock will increase significantly and
current stockholders will own a smaller percentage of the outstanding Common
Stock of Generex.

        In addition, because of the number of shares of Common Stock that may be
issued if Proposal No. 3 is approved and because of the stated value at which
such shares would be issued, stockholders may experience dilution in the market
price of the Common Stock and the market price of the Common Stock may decline
and/or remain below $1.00 per share. Generex's shares have traded below $1.00
during all of fiscal year 2005. Accordingly, because the bid price of Generex's
shares of Common Stock has remained below $1.00 for an extended period of time,
on November 24, 2004, Generex received notice from NASDAQ that unless, on or
prior to May 23, 2005, the bid price of the Common Stock closes at or above
$1.00 per share for a minimum period of ten (10) consecutive business days, the
Common Stock may be de-listed from the NASDAQ Small Cap Market.

NO APPRAISAL RIGHTS

        Under Delaware law, stockholders are not entitled to appraisal rights
with respect to this proposal.

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
   PROPOSAL NO. 3, APPROVAL TO AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE UP TO
 18,487,425 SHARES OF COMMON STOCK, IN EXCESS OF THE 6,962,447 SHARES OF COMMON
  STOCK THE BOARD OF DIRECTORS IS PERMITTED TO ISSUE WITHOUT PRIOR STOCKHOLDER
APPROVAL, (i) (a) AS PAYMENT FOR OUTSTANDING PRINCIPAL OF, AND INTEREST ON, THE
DEBENTURES OR (b) UPON CONVERSION OF THE DEBENTURES INTO SHARES OF COMMON STOCK,
  AND (ii) UPON EXERCISE OF WARRANTS AND ADDITIONAL INVESTMENT RIGHTS ISSUED IN
                 CONNECTION WITH THE ISSUANCE OF THE DEBENTURES.

                                        9


      PROPOSAL TO APPROVE THE POTENTIAL TEMPORARY OR PERMANENT REDUCTION OF
       THE EXERCISE PRICE OF SOME OR ALL OUTSTANDING GENEREX COMMON STOCK
                   PURCHASE WARRANTS TO A PRICE NOT LESS THAN
    THE CURRENT MARKET PRICE AT THE TIME THE BOARD OF DIRECTORS DETERMINES TO
                                REDUCE THE PRICE
                                  (PROPOSAL 4)

        Management believes that the efficient potential means of obtaining
financing include inducing current holders of outstanding Generex common stock
purchase warrants (the "Warrants") to exercise those Warrants by reducing the
exercise price, or price payable per share, of the Warrants. Generex currently
has outstanding Warrants exercisable for 12,789,343 shares of Common Stock,
equal to approximately 35.8% of the outstanding shares of common stock, with
exercise prices ranging from $.91 to $25.15 per share. The weighted average
exercise price is $2.32 per share. Some of these Warrants have been issued to
consultants in connection with services rendered. Most of the Warrants were
issued to investors or brokers in private placements of Generex securities.

        NASDAQ Marketplace Rules require stockholder approval prior to the
reduction of the exercise price of Warrants exercisable for shares equal to
twenty percent (20%) or more of Generex's Common Stock, if the effective sale
price of the Common Stock is less than the greater of the book or market value
of the Common Stock. Even if Generex were to limit the exercise price reduction
to Warrants representing less than 20% of the outstanding shares of Common
Stock, in the absence of stockholder approval the reduction could retroactively
affect the qualification of prior private placements under NASDAQ rules.
Therefore, in order to comply with the possible application of the NASDAQ rules,
Generex is seeking stockholder approval to reduce the exercise price of some or
all of its outstanding Warrants so that the Board of Directors will have
flexibility to timely react to market conditions that might favor obtaining
funding in this manner. Generex may reduce the exercise price of all of the
outstanding Warrants at one time during the three-month period commencing with
the date of the Annual Meeting, or may reduce the exercise price of one or more
series or other subgroups of Warrants at different times during this three month
period. No individual Warrant, however, will be reduced more than once. Generex
anticipates it will place time limits on the price reduction, so that the
exercise prices will revert to their original levels at the end of such periods.
However, the Board of Directors may decide that the price reductions should
apply for the entire exercise period of some or all Warrants.

        The general reasons for seeking additional financing in the three-month
period immediately following the Annual Meeting are described above in
connection with Proposal 2. Management believes providing an inducement for
exercise of the Warrants may be a particularly cost effective mechanism for
obtaining investment. All of the Warrant holders have either provided services
to Generex or made direct investments in Generex, and therefore are familiar
with Generex. Generex will be able to communicate directly with the Warrant
holders, and documentation will be limited. No brokers' or finders' fees will be
required, and legal, accounting and other expenses and management resources will
be significantly less than in connection with a standard private placement. This
will offset at least some of the cost of permitting exercise at below market
price

        Generex cannot guarantee that a 10% discount will induce a material
number of warrant exercises. Accordingly, Generex cannot be certain that it will
receive any proceeds from this potential action.

                                       10


EFFECT OF A WARRANT EXERCISE PRICE REDUCTIONS UPON EXISTING STOCKHOLDERS

        Substantially all of the shares issuable upon exercise of the Warrants
are registered for resale under the Securities Act of 1933, as amended (the
"Securities Act"). There will be no restriction on the ability of Warrant
holders to sell these shares in the public market. If a substantial number of
Warrants are exercised and sold shortly thereafter, this, as well as the
issuance of shares of Common Stock at prices below the current market price,
could depress the market price of the Company's Common Stock. These actions
could cause the market price of Generex's shares to decline and/or remain
below $1.00 per share. Generex's shares have traded below $1.00 during all of
fiscal year 2005. Accordingly, because the bid price of Generex's shares of
Common Stock has remained below $1.00 for an extended period of time, on
November 24, 2004, Generex received notice from NASDAQ that unless, on or prior
to May 23, 2005, the bid price of the Common Stock closes at or above $1.00 per
share for a minimum period of ten (10) consecutive business days, the Common
Stock may be de-listed from the NASDAQ Small Cap Market.

NO APPRAISAL RIGHTS

        Under Delaware law, stockholders are not entitled to appraisal rights
with respect to this proposal.

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
  PROPOSAL NO. 4, APPROVAL OF THE POTENTIAL REDUCTION OF THE EXERCISE PRICE OF
OUTSTANDING GENEREX COMMON STOCK PURCHASE WARRANTS TO A PRICE NOT LESS THAN 90%
                      OF MARKET VALUE OF THE COMMON STOCK.

                                       11


                      PROPOSAL TO RATIFY THE APPOINTMENT OF
                                BDO DUNWOODY, LLP
                   AS GENEREX'S INDEPENDENT PUBLIC ACCOUNTANTS
                                  (PROPOSAL 5)

        The Board of Directors of Generex has selected BDO Dunwoody, LLP ("BDO")
to serve as the independent public accountants to audit the financial statements
of Generex and its subsidiaries for the fiscal year ending July 31, 2005. BDO
served as Generex's independent public accountants for the audit of Generex's
financial statements for the fiscal years ended July 31, 2003 and 2004.
Representatives of BDO will attend the annual meeting and will be available to
answer appropriate questions. They will have the opportunity to make a statement
at the annual meeting if they desire.

Effective July 1, 2003, Generex dismissed Deloitte & Touche, LLP ("Deloitte &
Touche") and engaged BDO to serve as the independent public accountants to audit
the financial statements of Generex for the fiscal year ending July 31, 2003.
The decision to appoint BDO as Generex's independent public accountants
beginning with the fiscal year ended July 31, 2003, replacing Deloitte & Touche,
was approved by the Audit Committee of the Board of Directors. Deloitte & Touche
did not decline to stand for re-election and Deloitte & Touche's reports on
financial statements for the two fiscal years preceding their replacement did
not contain an adverse opinion, disclaimer of opinion or qualification as to
uncertainty, audit scope or accounting principles. There had been no
disagreements with Deloitte & Touche at any time in the two fiscal years and any
subsequent interim period preceding their replacement on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.

        During the two fiscal years and any subsequent interim period preceding
their replacement, Deloitte & Touche did NOT advise Generex that:

o       the internal controls necessary for Generex to develop reliable
        financial statements did not exist;

o       information had come to their attention that led them to believe that
        they could no longer rely on management's representations or that made
        them unwilling to be associated with the financial statements prepared
        by management;

o       they needed to expand the scope of their audit or that information
        existed that had come to their attention during the last two fiscal
        years, which if further investigated may (i) materially impact the
        fairness or reliability of either a previously issued audit report or
        the underlying financial statements, or the financial statements issued
        or to be issued covering the fiscal period(s) subsequent to the date of
        the most recent financial statements covered by an audit report
        (including information that may prevent them from rendering any
        unqualified audit report on those financial statements) or (ii) cause
        them to be unwilling to rely on management's representations or be
        associated with Generex's financial statements; and that due to their
        replacement or for any other reason, they did not so expand the scope of
        their audit or conduct further investigation; or

o       information had come to their attention that they had concluded
        materially impacts the fairness or reliability of either (i) a
        previously issued audit report or the underlying financial statements,
        or (ii) the financial statements issued or to be issued covering the
        fiscal period(s) subsequent to the date of the most recent financial
        statements covered by an audit report (including information that,
        unless resolved to their satisfaction, would prevent them from rendering
        an unqualified audit report on those financial statements); and due to
        their replacement, or for any other reason, the issue had not been
        resolved to their satisfaction prior to their replacement.

        If the stockholders do not ratify the appointment of BDO as independent
public accountants, the Audit Committee of the Board of Directors will
investigate the reasons for the rejection by the stockholders and the Audit
Committee will reconsider the appointment.

                                       12


                  THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
                       THE APPOINTMENT OF BDO AS GENEREX'S
    INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JULY 31, 2005.

                                       13


FEES PAID TO GENEREX'S INDEPENDENT PUBLIC ACCOUNTANTS

        The following table sets forth the aggregate fees paid by Generex for
the fiscal years ended July 31, 2003 and July 31, 2004 to its independent
auditors:

                                   July 31, 2003         July 31, 2004
                                   -------------         -------------
Audit Fees ..................      $      74,925(1)      $     185,672(4)
Audit-Related Fees ..........      $      50,932(2)      $      42,360(5)
All Other Fees ..............      $           0(3)      $           0(6)

(1)     Represents charges of BDO Dunwoody, Generex's auditor for fiscal year
        ended July 31, 2003.

(2)     Represents amounts billed by Deloitte & Touche for review of financial
        statements contained in Generex's Quarterly Reports on Form 10-Q prior
        to their dismissal on July 1, 2003, and review of registration
        statements incorporating by reference their reports.

(3)     Neither Deloitte & Touche nor BDO Dunwoody billed amounts for any other
        services.

(4)     Represents charges of BDO Dunwoody, Generex's auditor for fiscal year
        ended July 31, 2004.

(5)     Represents amounts billed by Deloitte & Touche for review of financial
        statements contained in Generex's Annual Reports on Form 10-K, and
        review of registration statements incorporating by reference their
        reports.

(6)     Neither Deloitte & Touche nor BDO Dunwoody billed amounts for any other
        services.

POLICY FOR PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

The Audit Committee's policy is to pre-approve all audit services and all
non-audit services that Generex's independent auditor is permitted to perform
for Generex under applicable federal securities regulations. As permitted by the
applicable regulations, the Audit Committee's policy utilizes a combination of
specific pre-approval on a case-by-case basis of individual engagements of the
independent auditor and general pre-approval of certain categories of
engagements up to predetermined dollar thresholds that are reviewed annually by
the Audit Committee. Specific pre-approval is mandatory for the annual financial
statement audit engagement, among others.

The pre-approval policy was implemented effective as of October 30, 2003. All
engagements of the independent auditor to perform any audit services and
non-audit services since that date have been pre-approved by the Audit Committee
in accordance with the pre-approval policy. The policy has not been waived in
any instance. All engagements of the independent auditor to perform any audit
services and non-audit services prior to the date the pre-approval policy was
implemented were approved by the Audit Committee in accordance with its normal
functions.

                                       14


                MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

        The business affairs of Generex are managed under the direction of the
Board of Directors. During the fiscal year ended July 31, 2004, Generex's Board
of Directors held 4 meetings and took action by unanimous consent 5 times.
During the fiscal year ended July 31, 2004, all of the directors attended all of
the Board of Directors meetings that were held.

        On January 29, 2004, Mr. Levitch and Dr. Modi resigned from the Board of
Directors. Dr. Modi was initially retained by Generex in his position of
Vice President, Research and Development, but on August 26, 2004, Dr. Modi also
resigned from his position of Vice President, Research and Development. To fill
the vacancies left by Mr. Levitch and Dr. Modi, the Board of Directors,
including all of the independent directors, appointed Ms. Allport-Settle to the
Board of Directors on February 6, 2004 and appointed Mr. McGee to the Board of
Directors on March 16, 2004. Each of Ms. Allport-Settle and Mr. McGee is deemed
an independent director under NASDAQ Rule 4200(a)(15). Except for the periods of
time between the resignation of Mr. Levitch and Dr. Modi, respectively, and the
appointments of Ms. Allport-Settle and Mr. McGee, respectively, during fiscal
year 2004, the Board of Directors consisted of seven members. As a result of the
resignation of Dr. Modi and the appointment of Ms. Allport-Settle and Mr. McGee,
a majority of the current directors meet the definition of independence under
the NASDAQ SmallCap Market listing requirements. Generex continues to evaluate
additional candidates for independent directors. In accordance with the Bylaws
of Generex, the Board of Directors is permitted to increase the number of
directors and to fill the vacancies created by the increase until the next
annual meeting of shareholders.

        The Board of Directors has established two committees, the Audit
Committee and the Compensation Committee. Generex has not established a
Nominating Committee.

        The Audit Committee, which was established on March 1, 2000, met 2 times
during the fiscal year ended July 31, 2004. The Audit Committee reviews and
discusses with Generex's management and its independent auditors the audited and
unaudited financial statements contained in Generex's Annual Reports on
Form 10-K and Quarterly reports on Form 10-Q, respectively. Although Generex's
management has the primary responsibility for the financial statements and the
reporting process, including the system of internal controls and disclosure
controls and procedures, the Audit Committee reviews and discusses the reporting
process with management on a regular basis. The Audit Committee also discusses
with the independent auditor their judgments as to the quality of Generex's
accounting principles, the reasonableness of significant judgments reflected in
the financial statements and the clarity of disclosures in the financial
statements as well as such other matters as are required to be discussed with
the Audit Committee under generally accepted auditing standards. The Audit
Committee has adopted a written charter, which was amended on October 30, 2003
and, as amended, is reproduced as Appendix A to Generex's Proxy Statement filed
with the Securities and Exchange Commission on January 23, 2004. The Audit
Committee Charter is also available on Generex's website-www.generex.com.

        During fiscal 2004, the Audit Committee was initially composed of Mr.
Barratt, who is the chairman of the Audit Committee, Mr. Rosen and our former
director, Mr. Levitch. As a result of Mr. Levitch's resignation, Brian T. McGee
was appointed to the audit committee in March, 2004. The Audit Committee is
currently composed of Mr. Rosen, Mr. Barratt and Mr. McGee. All of the members
of the Audit Committee attended all of the meetings that they were eligible to
attend.

        The Compensation Committee was formed on July 30, 2001 and met 2 times
during the fiscal year ended July 31, 2004. The Compensation Committee was
formed to set policies for compensation of the Chief Executive Officer and the
other executive officers of Generex. The Compensation Committee periodically
compares Generex's executive compensation levels with those of companies with
which Generex believes that it competes for attraction and retention of senior
caliber personnel. Under NASDAQ rules effective as of the date of the annual
meeting, the Compensation Committee will either determine or recommend to the
Board of Directors the compensation of all executive officers.

                                       15


        At the commencement of fiscal 2004, the Compensation Committee was
composed of Mr. Rosen, Mr. Barratt and our former director, Mr. Levitch.
Consequent upon Mr. Levitch's resignation from the Board of Directors in January
2004, the Board of Directors determined to restructure the Compensation
Committee. Accordingly, in May 2004, Mr. McGee and Ms. Allport-Settle were
appointed to the Compensation Committee in the place of Mr. Barrett and
Mr. Rosen. However, all decisions made on behalf of the Compensation Committee
with respect to compensation for fiscal 2004 were made by the former members of
the committee. Ms. Allport-Settle and Mr. McGee will make compensation decisions
on behalf of the Compensation Committee beginning in fiscal 2005. Currently,
there is no chairman of the Compensation Committee. All of the members of the
Compensation Committee attended all of the meetings of the Compensation
Committee.

REPORT OF THE AUDIT COMMITTEE

        The Audit Committee reviewed and discussed Generex's audited financial
statements for the fiscal year ended July 31, 2004 with management. The Audit
Committee discussed with BDO Dunwoody, LLP, Generex's independent public
accountants for the fiscal year ended July 31, 2004, the matters required to be
discussed by Statement on Auditing Standards No. 61, as modified. The Audit
Committee received the written disclosures and the letter from BDO Dunwoody, LLP
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and discussed with BDO Dunwoody, LLP its
independence. Based on the review and discussions described above, among other
things, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in Generex's Annual Report on Form 10-K
for the fiscal year ended July 31, 2004.

                        Submitted by the Audit Committee

                           John P. Barratt (Chairman)
                                J. Michael Rosen
                                 Brian T. McGee

The foregoing Report of the Audit Committee shall not be deemed to be soliciting
material, to be filed with the Securities and Exchange Commission (the "SEC") or
to be incorporated by reference into any of Generex's previous or future filings
with the SEC, except as otherwise explicitly specified by Generex in any such
filing.

AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors at Generex has determined that at least one person
serving on its Audit Committee is an "audit committee financial expert" as
defined under Item 401(h) of Regulation S-K. Mr. Barratt, a member of the Audit
Committee, is an audit committee financial expert and is independent as that
term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended and NASDAQ Rules 4200(a)(15) and 4350(d).

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

Compensation Philosophy. The goals of Generex's compensation program are to
attract and retain talented executives, to motivate these executives to achieve
Generex's business goals, to align executive and stockholder interests and to
recognize individual contributions as well as overall business results.

The key elements of Generex's executive compensation are base salary, cash
bonuses, stock bonuses and stock options. While the elements of compensation are
considered separately, the Compensation Committee ultimately looks to the value
of the total compensation package provided by Generex to the individual
executive.

At the end of the July 31, 2001 fiscal year, the Compensation Committee
conducted a review of Generex's executive compensation program. This review
included a comprehensive report from an independent executive compensation
consultant that compared Generex's total executive compensation, including base
salaries, cash

                                       16


bonuses and stock options, to a peer group of publicly traded biotechnology
companies. For the fiscal year ended July 31, 2001, the Compensation Committee
targeted total cash compensation for Generex executives to the median of the
peer group. For the fiscal year ended July 31, 2002, the Compensation Committee
targeted total cash compensation for executives at the higher end of the peer
group. In setting this policy, the Compensation Committee took into account
Generex's relatively lean management structure and the number of roles filled by
each officer. After the end of the July 31, 2003 fiscal year, the Compensation
Committee determined that notwithstanding substantial efforts made on Generex's
behalf by the executive officers and the substantial challenges faced by Generex
given its stage of development, the salaries received by the executive officers,
having been "brought to market" the previous year, represented the higher end of
the compensation range for executives at similar development stage companies.
The Committee therefore determined that the salaries represented appropriate
cash compensation, and awarded no bonuses for 2004. During all relevant periods,
Dr. Modi's compensation has been based on his contract. The contract provides
for a predetermined salary and achievement based bonuses. Although Dr. Modi
resigned from his position as Vice President, Research and Development, in
accordance with Dr. Modi's agreement with Generex, the termination of Dr. Modi's
agreement is effective the date which is twelve (12) months after delivery to
Generex of Dr. Modi's notice of termination. Accordingly, Generex will continue
to pay Dr. Modi's salary and other compensation in accordance with the
consulting agreement until August 25, 2005.

Base Salaries. Prior to 2001, Generex historically paid very modest base
salaries to its executive officers, relying on option grants to supplement the
low base salaries. The Compensation Committee implemented increases for fiscal
2002 to bring the base salaries of Generex's executives in line with base
salaries of Generex's principal competitors. The Compensation Committee has
determined that since 2002 Generex's executive salaries are comparable to
similarly situated executive officers in the biotechnology industry.
Accordingly, neither Ms. Gluskin's nor Ms. Perri's salary was increased for
fiscal 2004. The Compensation Committee is currently reviewing salaries in
respect of fiscal 2005.

Cash Bonuses. In 2002, the Compensation Committee adopted performance objectives
for determining bonuses of executive officers on a going forward basis.
Executive officer bonuses were, and continue to be, based on the executive's
position within Generex, Generex's attainment of the objectives and individual
contributions to the attainment of the objectives. The Compensation Committee
meets each year to determine such year's bonuses. Although Generex had achieved
a number of its objectives during fiscal 2003, the Compensation Committee
determined not to award bonuses for fiscal 2003. The Compensation Committee is
currently reviewing cash bonuses in respect of fiscal 2004.

As discussed above, the Compensation Committee determined that the salaries (and
in the case of Mark Fletcher, guaranteed bonus) received by the executive
officers during fiscal 2004 represented appropriate cash compensation.
Therefore, no cash bonuses were awarded to the executive officers for fiscal
2004, other than Mr. Fletcher's guaranteed bonus. At the same time, the
Committee decided to continue its plan, which was developed in fiscal 2004,
during 2005 that would tie potential executive bonuses to measurable and
realistic milestones. Under his agreement with Generex, Mr. Fletcher receives a
guaranteed bonus of $30,000 per annum, payable in quarterly installments, while
he is employed by Generex. Dr. Modi's consulting agreement currently provides
for bonuses based on specific milestones, which Generex will be obligated to pay
until August 25, 2005.

Stock Options. The purpose of stock option grants is to provide an additional
incentive to Generex employees, including executive officers, to contribute
materially to the growth of Generex. Stock options are granted to align the
interests of the recipients with the interests of stockholders. In November
2003, the Committee granted to each of Ms. Gluskin and Ms. Perri options for
100,000 shares for fiscal year 2004. Dr. Modi receives options for 150,000
shares each year under the terms of his consulting agreement with Generex.

Chief Executive Officer Compensation. Ms. Gluskin's compensation for the fiscal
year ended July 31, 2004 was determined in accordance with the compensation
policies described above. Ms. Gluskin was paid a cash salary of approximately
$350,000, which the Committee deemed appropriate compensation, and received no
cash bonus for 2004. Ms. Gluskin was granted an option for 100,000 shares. The
compensation paid to Ms. Gluskin for fiscal 2004

                                        17


was considered to give appropriate incentives to Ms. Gluskin to continue to
promote the strategic objectives of Generex and to enhance stockholder value.

Deductibility of Compensation. Section 162(m) of the Internal Revenue Code does
not allow public companies to take a Federal income tax deduction for
compensation paid to certain executive officers, to the extent that compensation
exceeds $1 million for any such officer in any fiscal year. This limitation does
not apply to compensation that qualifies as "performance-based compensation"
under the Code. The Board of Directors believes that at the present time it is
quite unlikely that the compensation paid to any executive officer will exceed
$1 million in any fiscal year. Therefore, the Board of Directors has not taken
any measures to date specifically to qualify any of the compensation paid to its
executive officers as "performance-based compensation" under the Code.

                     Submitted by the Compensation Committee

                                 John P. Barratt
                                J. Michael Rosen

The foregoing Report of the Compensation Committee on Executive Compensation and
the Performance Graph on page 22 shall not be deemed to be soliciting material,
to be filed with the SEC or to be incorporated by reference into any of
Generex's previous or future filings with the SEC, except as otherwise
explicitly specified by Generex in any such filing.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") requires that Generex's directors and executive officers, and any persons
who own more than ten percent (10%) of Generex's common stock, file with the SEC
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of Generex. Such persons are required by SEC
regulations to furnish Generex with copies of all such reports that they file.
To the knowledge of Generex, based upon its review of these reports, all Section
16 reports required to be filed by its directors and executive officers during
the fiscal year ended July 31, 2004 were filed on a timely basis.

EXECUTIVE OFFICERS AND DIRECTORS

                                   
Anna E. Gluskin                53        Chairman, President, Chief Executive Officer and Director
Rose C. Perri                  37        Chief Operating Officer, Acting Chief Financial Officer,
                                         Treasurer, Secretary and Director
Gerald Bernstein, M.D.         71        Director, Vice President Medical Affairs
J. Michael Rosen               53        Director
Mark Fletcher, Esquire         39        Executive Vice President and General Counsel
John P. Barratt                60        Director
Mindy J. Allport-Settle        37        Director
Brian T. McGee                 43        Director



All directors are elected to hold office until the next annual meeting of
stockholders following election and until their successors are duly elected and
qualified. Executive officers are appointed by the Board of Directors and serve
at the discretion of the Board of Directors.

Anna E. Gluskin -- Director since September 1997. Ms. Gluskin has served as the
President and Chief Executive Officer of Generex since October 1997 and the
Chairman since November 2002. She held comparable positions with Generex
Pharmaceuticals, Inc. from its formation in 1995 until its acquisition by
Generex in October 1997.

                                       18


Rose C. Perri -- Director since September 1997. Ms. Perri has served as
Treasurer and Secretary of Generex since October 1997, and as Chief Operating
Officer since August 1998. She was an officer of Generex Pharmaceuticals, Inc.
from its formation in 1995 until its acquisition by Generex in October 1997.
Effective November 2002, Ms. Perri became acting Chief Financial Officer.

Gerald Bernstein, M.D. -- Director since October 2002. Dr. Gerald Bernstein has
served as Vice President of Generex since October 1, 2001. Dr. Bernstein acts as
a key liaison for Generex on medical and scientific affairs to the medical,
scientific and financial communities and consults with Generex under a
consulting agreement on research and medical affairs and on development
activities. Dr. Bernstein has been an associate clinical professor at the Albert
Einstein College of Medicine in New York and an attending physician at Beth
Israel Medical Center, Lenox Hill Hospital and Montefore Medical Center, all in
New York, since 1999. He was president of the American Diabetes Association from
1997 to 1998.

J. Michael Rosen -- Director since August 2000. Mr. Rosen has been a principal
in a number of related travel management and hotel marketing businesses since
1978. The principal companies in this group, all of which are headquartered in
Ontario, are Uniworld Travel & Tours, Inc., Nevada Vacations, Inc., Casino
Vacations, Inc. and Casino Tours, Inc. Mr. Rosen presently serves as the
President or a Vice President, and the Chief Financial Officer, of each of these
companies. Mr. Rosen is an accountant by training, and was engaged in the
private practice of accounting prior to 1978.

Mark Fletcher, Esq. -- Mr. Fletcher has served as our Executive Vice President
and General Counsel since April 2003. From October 2001 to March 2003,
Mr. Fletcher was engaged in the private practice of law as a partner at Goodman
and Carr LLP, a leading Toronto law firm. From March 1993 to September 2001,
Mr. Fletcher was a partner at Brans, Lehun, Baldwin LLP, a law firm in Toronto.
Mr. Fletcher received his LL.B. from the University of Western Ontario in 1989
and was admitted to the Ontario Bar in 1991.

John P. Barratt -- Director since March 2003. Mr. Barratt is Court appointed
Responsible Person and Liquidation Manager of Beyond.com Corporation,
Debtor-in-Possession, a US Chapter 11 Bankruptcy Case. Prior to his appointment
in 2002, he had served as Chief Operating Officer of Beyond.com, since 2000.
From January 1996 to September 2000, Mr. Barratt served as partner-in-residence
for the Quorum Group of Companies, an international investment partnership
specializing in providing debt and equity capital to the emerging high growth
technology sector. From 1988 to December 1995, Mr. Barratt was Executive Vice
President and Chief Operating Officer of Coscan Development Corporation. He
previously held a number of senior-level management positions, including Deputy
Chief Executive of Lloyds Bank Canada. Mr. Barratt also currently serves on the
Board of Directors and is Chairman of the Credit Committee and member of the
Audit Committee for the Bank of China (Canada), and as a director and a member
of the Audit Committee of GLP NT Corporation and BNN Split Corporation.
Mr. Barratt also serves on the Advisory Board of Brascan SoundVest Diversified
Income Fund and Brascan SoundVest Total Return Fund.

Mindy J. Allport-Settle -- Director since February 2004. Ms. Allport-Settle has
been President and Chief Executive Officer of Integrated Development, LLC
("Integrated") since 1998. Integrated is an independent consulting firm to the
pharmaceutical industry, providing informed guidance in operational, project and
contract management, new business development and regulatory compliance. In
addition to her position with Integrated, Ms. Allport-Settle has been a
Vice-President of Impact Management Services, Inc. ("IMS") since 2003, which
also provides consulting services to the pharmaceutical industry. In her current
positions at Integrated and IMS, Ms. Allport-Settle has worked with several
major pharmaceutical companies. From 2001 to 2002, Ms. Allport-Settle was
Director of Client Services for Scriptorium Publishing Service. From 1992 to
1994, Ms. Allport-Settle was an Eye Bank Technician/Organ Procurement Surgeon
for NC Eye & Human Tissue Bank; and from 1991 to 1998, Ms. Allport-Settle was a
Freelance Writer and Photographer. Ms. Allport-Settle is currently working on
her M.B.A. in Global Management at the University of Phoenix and expects to
receive her degree in 2005.

Brian T. McGee - Director since March 2004. Mr. McGee has been a partner of
Zeifman & Company, LLP ("Zeifman") since 1995. Mr. McGee began working at
Zeifman shortly after receiving a B.A. degree in Commerce from the University of
Toronto in 1985. Zeifman is a Chartered Accounting firm based in Toronto,
Ontario. A significant element of Zeifman's business is public corporation
accounting and auditing. Mr. McGee is a Chartered Accountant. Throughout his
career, Mr. McGee has focused on, among other areas, public corporation
accounting and auditing. In 1992, Mr. McGee completed courses focused on
International Taxation and Corporation Reorganizations at the Canadian Institute
of Chartered Accountants and in 2003, Mr. McGee completed corporate governance
courses on compensation and audit committees at Harvard Business School.

                                       19


OTHER KEY EMPLOYEES AND CONSULTANTS

Slava Jarnitskii is our Financial Controller. He began his employment with
Generex Pharmaceuticals in September 1996 and has been in the employment of
Generex since its acquisition of Generex Pharmaceuticals in October 1997. Before
his employment with Generex Pharmaceuticals, Mr. Jarnitskii received a Masters
of Business Administration degree from York University in September 1996.

Dr. Robert E. Humphreys, M.D., Ph.D., is currently Executive Vice-President and
Chief Operating Officer of our subsidiary, Antigen Express, Inc. Dr. Humphreys
founded Antigen in 1996 and was its President. He has extensive experience in
the National Institute of Health, arthritis, cancer and diabetes study sections.
Dr. Humphreys is an inventor on (six) 6 awarded US patents and has over 150
peer-reviewed publications. Prior to founding Antigen, Dr. Humphreys was
Professor of Medicine and Pharmacology at University of Massachusetts Medical
School. He received his M.D. and Ph.D. degrees from Yale University and was a
post-doctoral fellow in biochemistry at Harvard University. He also received his
clinical training at Bethesda Naval Hospital and was an Officer at the Naval
Medical Research Institute.

Eric von Hofe, PhD, is currently a Vice President of Technology Development of
our subsidiary, Antigen Express, Inc. He has extensive experience with
technology development projects, including his previous position at Millennium
Pharmaceuticals as Director of Programs & Operations, Discovery Research. Prior
to that, Dr. von Hofe was Director, New Targets at Hybridon, Inc., where he
coordinated in-house and collaborative research that critically validated gene
targets for novel antisense medicines. He received his Ph.D. from the University
of Southern California in Experimental Pathology and was a postdoctoral fellow
at both the University of Zurich and Harvard School of Public Health. His work
has been published in twenty-eight articles in peer- reviewed journals and he
has been an inventor on four patents. Dr. von Hofe was Assistant Professor of
Pharmacology at the University of Massachusetts Medical School, where he
received a National Cancer Institute Career Development Award for defining
mechanisms by which alkylating carcinogens create cancers.

Dr. Minzhen Xu is Vice President - Biology of Antigen. Dr. Xu received an M.D.
from Shanghai Medical University in China and a Ph.D. in immunology from
University of Massachusetts Medical School. He has been with Antigen since its
inception and is Generex's chief experimentalist.

NOMINATION OF DIRECTORS

Generex currently does not have a nominating committee. Nominations for the
election of directors at annual meetings have generally been handled by the full
Board of Directors, which has never exceeded seven members. In order to comply
with newly implemented NASDAQ rules, Generex is maintaining the size of its
Board of Directors at seven members, four of whom will be independent.
Accordingly, due to the relatively small size of its Board of Directors, Generex
does not foresee the need to establish a separate nominating committee. Future
candidates for director will either be (i) recommended by a majority of the
independent directors for selection by the Board of Directors or (ii) discussed
by the full Board of Directors and approved for nomination by the affirmative
vote of a majority of the Board of Directors, including the affirmative vote of
a majority of the independent directors, as required by the new NASDAQ rules. A
board resolution providing this nominating process will be in place on the date
of the annual meeting.

As a small company, Generex has generally used an informal process to identify
and evaluate director candidates. Although Generex believes that indentifying
and nominating highly skilled and experienced director candidates is critical to
its future, Generex has not engaged, nor does it believe that it is necessary at
this time to engage, any third party to assist it in identifying director
candidates. Generex has encouraged both independent directors and directors that
are not independent to identify nominees for the Board of Directors. Generex
believes that as a result, it is presented with a more diverse and experienced
group of candidates for discussion and consideration.

During the evaluation process, Generex seeks to identify director candidates
with the highest personal and professional ethics, integrity and values. Generex
seeks candidates with diverse experience in business, finance,

                                       20


pharmaceutical and regulatory matters, and other matters relevant to a company
such as Generex. Additionally, Generex requires that director nominees have
sufficient time to devote to its affairs.

Generex will consider candidates that are put forward by its stockholders. The
name, together with the business experience and other relevant background
information of a candidate, should be sent to Mark Fletcher, the Executive
Vice-President and General Counsel of Generex, at Generex's principal executive
offices located at 33 Harbour Square, Suite 202, Toronto, Ontario, Canada M5J
2G2. Mr. Fletcher will then submit such information to the independent directors
for their review and consideration. The process for determining whether to
nominate a director candidate put forth by a stockholder is the same as that
used for reviewing candidates submitted by directors. Other than candidates
submitted by its directors and executive officers, Generex has never received a
proposed candidate for nomination from any large long-term shareholder.

Generex has not, to date, implemented a policy or procedure by which its
stockholders can communicate directly with its directors. Generex is currently
reviewing alternative policies and procedures for such communication and intends
to have a policy in place before the end of fiscal year 2004. All of the then
directors of Generex attended its last annual meeting of stockholders.

DIRECTOR NOMINEES

        Any stockholder entitled to vote for the election of directors may
nominate a person for election to the Board of Directors at the annual meeting.
Any stockholder wishing to do so must submit a notice of such nomination in
writing to the Secretary of Generex at Generex's principal offices located at 33
Harbour Square, Suite 202, Toronto, Ontario, Canada M5J 2G2 not less than 60 nor
more than 90 days prior to the annual meeting. In the event that less than 70
days notice or prior disclosure of the date of the meeting is given or made to
stockholders, notice of nomination by a stockholder to be timely must be
received not later than the close of business on the 10th day following the day
on which such notice of the date of the meeting was mailed or such public
disclosure was made. The stockholder's notice of nomination must provide
information about both the nominee and the nominating stockholder, as required
by Generex's Amended and Restated Bylaws. A copy of these Bylaw requirements
will be provided upon request in writing to Mark Fletcher, the Executive
Vice-President and General Counsel of Generex, at Generex's principal executive
offices located at 33 Harbour Square, Suite 202, Toronto, Ontario, Canada
M5J 2G2.

                                       21


                             STOCK PERFORMANCE GRAPH

Set forth below is a line graph comparing the cumulative total return on
Generex's common stock with cumulative total returns of the NASDAQ Stock Market
(U.S. Companies) and the NASDAQ Biotechnology Index for the period commencing
May 5, 2000 (the date Generex's common stock was first listed for trading on the
NASDAQ National Market) and ending on July 31, 2004. The graph assumes that $100
was invested on May 5, 2000, in Generex's common stock, the stocks in the NASDAQ
Stock Market (U.S. Companies) and the stocks comprising the NASDAQ Biotechnology
Index, and that all dividends were reinvested. Generex's common stock has been
trading on the NASDAQ SmallCap Market since June 5, 2003.




                               [INSERT GRAPH HERE]







                                      5/2000    7/2000    7/2001     7/2002     7/2003    7/2004
                                      ------    ------    ------     ------     ------    ------
                                                                         
Generex Biotechnology Corporation      100.0     72.5      81.4       21.5       14.0      10.4

Nasdaq Stock Market                    100.0     117.5     46.2       37.7       41.7      48.8

Nasdaq Biotechnology Index             100.0     118.2     99.8       61.9       92.1      88.4


COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth, for Generex's last three fiscal years, all
compensation awarded to, earned by or paid to the chief executive officer
("CEO") and the three most highly compensated executive officers of Generex
other than the CEO whose salary and bonus payments exceeded $100,000 for the
fiscal year ended July 31, 2004.

SUMMARY COMPENSATION TABLE


                                                                                         LONG-TERM COMPENSATION
                                                                           --------------------------------------------------
                                               ANNUAL COMPENSATION                  AWARDS             PAYOUTS
                                       ----------------------------------  --------------------------------------------------
                                                                           Restricted    Securities                 All
                                      Salary                                  Stock      Underlying                Other
   Name and Principal    Year Ended     ($)       Bonus     Other Annual    Award(s)       Options      LTIP    Compensation
        Position           July 31      (3)        ($)      Compensation       ($)           (#)        Payouts      ($)
- ------------------------ ----------   -------   --------    -------------  ----------    -----------   -------  -------------
                                                                                             
Anna E. Gluskin (1),        2004      350,000       0             *             0        100,000(4)       0          0
President and Chief         2003      350,000       0             *             0        350,000(5)       0          0
Executive Officer           2002      350,000    125,000          *             0             0           0          0

Rose C. Perri (1),          2004      295,000       0             *             0        100,000(4)       0          0
Chief Operating             2003      295,000       0             *             0        300,000(5)       0          0
Officer, acting Chief       2002      250,000    100,000          *             0             0           0          0
Financial Officer,
Treasure and Secretary

Pankaj Modi (2),            2004      282,519       0             *             0          150,000(6)     0          0
Vice President,             2003      262,000       0             *             0          150,000(6)     0          0
Research and Development    2002      262,500       0             *             0          150,000        0          0

Mark Fletcher,              2004      100,000   30,000(7)         *             0             0           0          0
Executive Vice              2003      100,000   15,000(7)         *             0        250,000(8)       0          0
President and General
Counsel


                                       22


*       Perquisites and other personal benefits, securities or other property
        received by each executive officer did not exceed the lesser of $50,000
        or 10% of such executive officer's salary and bonus.

(1)     Portions of the cash compensation paid to Ms. Gluskin and Ms. Rose Perri
are attributable to amounts paid indirectly through a management services
agreement with a corporation of which, at July 31, 2004, Ms. Gluskin Ms. Rose
Perri were equal owners.

(2)     All of the cash compensation paid to Dr. Modi is paid indirectly to him
through a corporation owned 100% by him.

(3)     Cash compensation is stated in the table in U.S. dollars. To the extent
any cash compensation was paid in Canadian dollars, it has been converted into
U.S. dollars based on the weighted average Canadian/U.S. dollar exchange rate
for the years ended July 31, 2004, 2003 and 2002, respectively.

(4)     These options were granted under the Generex Biotechnology Corporation
2001 Stock Option Plan on November 18, 2003 with effect as of November 18, 2003.

(5)     These options were granted under the Generex Biotechnology Corporation
2001 Stock Option Plan on November 26, 2002 with effect as of November 26, 2002.

(6)     Granted as of July 31, 2004 pursuant to the terms of Dr. Modi's
consulting agreement. These options were granted under the Generex Biotechnology
Corporation 2001 Stock Option Plan.

(7)     Mr. Fletcher's employment agreement guarantees him a bonus of $30,000
annually, payable in quarterly installments.

(8)     Granted on March 19, 2003 with effect as of April 21, 2003 pursuant to
the terms of Mr. Fletcher's employment agreement. These options were granted
under the Generex Biotechnology Corporation 2001 Stock Option Plan.

                                       23

OPTION GRANTS DURING THE 2004 FISCAL YEAR

The following tables set forth information related to options to purchase common
stock granted to the CEO and the named executive officers during the fiscal year
ended July 31, 2004.


                                                                        Potential realizable value at
                                                                        assumed annual rates of stock
                                       Individual grants                appreciation for option term
- ------------------------------------------------------------------ ----------------------------------------
                                   Percent of
                     Number of        total
                    Securities       options
                    Underlying     granted to
                      Options     employees in
                    granted (#)    fiscal year    Exercise Price    Expiration       5%($)       10%($)
Name                                   (%)            ($/Sh)           Date
- ------------------ -------------- -------------- ----------------- -------------- ------------ ------------
                                                                              
Anna E. Gluskin     100,000(1)        4.4%          $  1.62          11/24/08     $  44,758     $   98,903

Rose C. Perri       100,000(1)        4.4%          $  1.62          11/24/08     $  44,758     $   98,903

Pankaj Modi         150,000(2)        6.5%          $  1.10           7/31/09     $  45,586     $  100,734


(1)     These options were granted under the Generex Biotechnology Corporation
2001 Stock Option Plan on November 24, 2003 with effect as of November 24, 2003.

(2)     Granted on October 26, 2004 with effect as of July 31, 2004 pursuant to
the terms of Dr. Modi's consulting agreement. These options were granted under
the Generex Biotechnology Corporation 2001 Stock Option Plan.

FISCAL YEAR END OPTION VALUES

No options were exercised by the CEO or the named executive officers during the
fiscal year ended July 31, 2004. The following table provides information
relating to the number and value of options held by the CEO and the named
executive officers at fiscal year end.


                                                             Number of securities
                                                                  underlying        Value of unexercised
                                                             unexercised options    options at July 31,
                                                               at July 31, 2004             2004
                      Shares Acquired                          (#) Exercisable/     ($) Exercisable(1)/
      Name            on Exercise (#)   Value Realized ($)      Unexercisable          Unexercisable
- ------------------   ----------------   ------------------   --------------------   --------------------
                                                                                
Anna E. Gluskin            -0-               -0-                   750,000/0                0/0
Rose C. Perri              -0-               -0-                   650,000/0                0/0
Pankaj Modi                -0-               -0-                   900,000/0                0/0
Mark Fletcher              -0-               -0-                   250,000/0                0/0


- ----------
(1)     Based on the closing price of common stock ($0.74) on November 22, 2004.

OTHER BENEFIT PLANS

We have no long-term incentive plans or defined benefit or actuarial pension
plans, and have not repriced any options previously granted to the above named
officers.

                                       24


DIRECTORS' COMPENSATION; OTHER COMPENSATION

Directors who are not officers or employees of Generex receive cash compensation
of $10,000 each fiscal quarter. Mr. Barratt received $10,000 upon becoming
director, applicable to the quarter in which his service began. Each outside
director received options exercisable for 70,000 shares for fiscal 2004.
Mr. Barratt also received options for an additional 20,000 shares upon
appointment to the Board of Directors.

Dr. Modi is compensated through a consulting agreement that was originally
entered into as of October 1, 1996, that was amended and supplemented as of
January 7, 1998, and that was further amended and supplemented as of
December 31, 2000. The parties to the agreement are Dr. Modi, Generex and
Generex Pharmaceuticals, Inc., a wholly-owned subsidiary of Generex. An
amendment to Dr. Modi's consulting agreement was approved by the Board of
Directors in January 2002 granting Dr. Modi cash bonuses upon the occurrence of
certain events in connection with the extension of the joint venture with Elan
to include Morphine. All references to the consulting agreement in the following
discussion relate to the agreement, as amended and supplemented.

Pursuant to the terms of the consulting agreement, Dr. Modi held the position of
Vice President, Research and Development of Generex and Generex Pharmaceuticals,
and both Generex and Generex Pharmaceuticals are jointly and severally
responsible for the payment to Dr. Modi of all amounts due under the consulting
agreement. The agreement provides for Dr. Modi's term of service to extend
through July 31, 2010, subject to termination without cause by Dr. Modi or
Generex at any time after January 1, 2003 upon 12 months' prior written notice.

In connection with amending and supplementing the consulting agreement in
January 1998, Generex issued 1,000 shares of Special Voting Rights Preferred
Stock ("Special Preferred Stock") to Dr. Modi, comprising all of the outstanding
shares of Special Preferred Stock. Special Preferred Stock does not generally
carry the right to vote, but does have the following special voting rights:

        o       the holders of Special Preferred Stock have the right to elect a
                majority of Generex's Board of Directors if a change of control
                occurs; and
        o       the holders of Special Preferred Stock have the right to approve
                any transaction that would result in a change of control.

A "change of control" is deemed to occur if Generex's founders (namely,
Ms. Gluskin, Dr. Modi or Ms. Rose Perri), or directors appointed or nominated
with the approval of Generex's founders, should cease to constitute at least 60%
of Generex's directors, or if any person becomes either Chairman of the Board of
Directors or Chief Executive Officer of Generex without the prior approval of
the founders. If a change of control were to occur, Dr. Modi would thereafter be
able to elect a majority of the directors. No change of control has occurred to
date.

The consulting agreement provides for an annual base compensation of $250,000 a
year, effective as of August 1, 2000, subject to certain cost-of-living
increases. In addition, Dr. Modi is entitled to receive certain bonus
compensation during the term of the agreement. Dr. Modi also has the right to
receive certain additional bonus payments based upon agreements entered into by
Generex for rights granted to third parties to develop, manufacture and/or
market products based upon ideas, improvements, designs or discoveries made or
conceived by Dr. Modi.

The consulting agreement provides for Dr. Modi to be granted options to purchase
150,000 shares of common stock in each of the next ten fiscal years, starting
with the fiscal year ended July 31, 2001. The options may be granted only under
option plans of Generex that have been approved by the stockholders.

On August 26, 2004, Dr. Modi resigned effective immediately from his position as
Vice President, Research and Development. At such time, Dr. Modi also gave
twelve (12) months prior written notice of termination of his consulting
agreement. Accordingly, Dr. Modi will continue to receive salary and other
compensation from Generex in accordance with his consulting agreement until
August 25, 2005.

                                       25


Dr. Bernstein is compensated through an employment agreement, dated April 1,
2002, between Dr. Bernstein and Generex. Pursuant to the terms of the employment
agreement, Dr. Bernstein holds the position of Vice President of Medical
Affairs. The employment agreement provides for Dr. Bernstein's term of service
to extend through March 31, 2005, subject to (i) termination without cause by
Dr. Bernstein or Generex upon 90 days' prior written notice and (ii) for cause
by Generex immediately upon the giving of notice.

The employment agreement provides for an annual base compensation of $150,000 a
year, effective as of April 1, 2002. During each year of the employment
agreement, Dr. Bernstein may receive cash bonuses at the discretion of the Board
of Directors and is entitled to receive options to purchase 50,000 shares of
common stock.

Mr. Fletcher is compensated through an employment agreement, dated March 17,
2003, between Mr. Fletcher and Generex. Pursuant to the terms of the employment
agreement, Mr. Fletcher holds the position of Executive Vice President and
General Counsel. The employment agreement provides for Mr. Fletcher's term of
service to extend through March 16, 2008, subject to (i) termination without
cause by Generex upon 30 days' prior written notice and (ii) for cause by
Generex immediately upon the giving of notice.

The employment agreement provides for an annual base compensation of $100,000 a
year, effective as of March 17, 2003. During each year of the employment
agreement, Mr. Fletcher shall receive a cash bonus of $30,000, payable in
quarterly installments, and may receive additional cash bonuses at the
discretion of the Board of Directors. Upon entering into the employment
agreement Mr. Fletcher received options to purchase 250,000 shares of common
stock.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Effective July 30, 2001, decisions regarding executive compensation were made by
the Compensation Committee of the Board of Directors. Brian T. McGee and Mindy
J. Allport-Settle are the members of the Compensation Committee.

No executive officer of Generex has served on the board of directors or
compensation committee of any other entity that has or has had one or more
executive officers serving as a director of Generex (excluding entities that are
wholly owned by one or more of the executive officers).

                                       26


EXISTING STOCK COMPENSATION PLANS

The following table sets forth as of July 31, 2004 information regarding our
existing compensation plans and individual compensation arrangements pursuant to
which our equity securities are authorized for issuance to employees or
non-employees (such as directors, consultants and advisors) in exchange for
consideration in the form of services:


                                                                                                Number of securities
                                                                                              remaining available for
                                 Number of securities to be                                    future issuance under
                                 issued upon exercise of       Weighted-average exercise      equity compensation plans
                                 outstanding options,            price of outstanding          (excluding securities
Plan Category                    warrants and rights          options, warrants and rights    reflected in column (a))
- ------------------------------   --------------------------   ----------------------------   --------------------------
                                             (a)                          (b)                            (c)
                                                                                     
Equity compensation plans
approved by security holders

1998 Stock Option Plan                      643,500              $               5.00                               0

2000 Stock Option Plan                    1,229,500              $               7.50                         770,500

2001 Stock Option Plan                    7,433,159              $               1.98                         566,841
                                 ------------------              --------------------             -------------------

TOTAL                                     9,306,159              $               2.92                       1,337,341

Equity compensation plans not
approved by security holders                      0                                 0                               0
                                 ------------------              --------------------             -------------------
  TOTAL                                   9,306,159              $               2.92                      1,337,341
                                 ------------------              --------------------             -------------------


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The tables on the following pages sets forth information regarding the
beneficial ownership of the common stock by:

        o       Our executive officers and directors;
        o       All directors and executive officers as a group; and
        o       Each person known to us to beneficially own more than five
                percent (5%) of our outstanding shares of common stock.

The information contained in these tables is as of February 21, 2005. At that
date, Generex had 35,733,643 shares of common stock outstanding. In addition to
common stock, Generex has outstanding 1,000 shares of Special Voting Rights
Preferred Stock. All of the shares of Special Voting Rights Preferred Stock are
owned by Dr. Pankaj Modi.

A person is deemed to be a beneficial owner of shares if he has the power to
vote or dispose of the shares. This power can be exclusive or shared, direct or
indirect. Except as discussed in the footnotes to the table, the beneficial
owners have sole power to vote the shares of common stock beneficially owned by
them. In addition, a person is considered by SEC rules to beneficially own
shares underlying options or warrants that are presently exercisable or that
will become exercisable within sixty (60) days.

                                       27


                              BENEFICIAL OWNERSHIP



NAME OF BENEFICIAL OWNER                             NUMBER OF SHARES   PERCENT OF CLASS
- --------------------------------------------------   ----------------   ----------------
                                                                              
(i) Directors and Executive Officers

John P. Barratt(1)................................            210,000               *
Gerald Bernstein, M.D.(2).........................             63,628               *
Mark Fletcher(3)..................................            263,360               *
Anna E. Gluskin(4)................................          1,703,794             4.8%
Pankaj Modi, Ph.D(5)..............................          1,850,200             5.2%
Rose C. Perri(6) .................................          4,750,202            13.4%
J. Michael Rosen(7)...............................            288,730               *
Mindy Allport-Settle(8)...........................             70,000               *
Brian McGee(8)....................................             70,000               *
Officers and directors as a group (9 persons)(9)..          8,316,247            21.9%

(ii) Other Beneficial Owners (and their addresses)

Cityplatz Limited (10)............................          2,663,934             7.1%
P.O. Box 175
12-14 Finch Road
Douglas
Isle of Man
IM99 1TT

Omicron Master Trust (11).........................          4,514,313            11.5%
210 Seventh Ave.
39th Floor
New York, NY 10019

Iroquois Capital, L.P. (12).......................          2,511,971             6.7%
641 Lexington Ave
26th Floor
New York, NY 10022

EBI, Inc. In Trust(13) ...........................          1,441,496             4.1%
c/o Miller & Simons
First Floor, Butterfield Square
P.O. Box 260
Providencials
Turks and Caicos Islands
British West Indies

GHI, Inc. In Trust(14)............................          1,907,334             5.5%
c/o Miller & Simons
First Floor, Butterfield Square
P.O. Box 260
Providencials
Turks and Caicos Islands
British West Indies


* Less than one percent.

                                       28


(1)     Includes 70,000 options granted on March 19, 2003, 70,000 options
granted on October 30, 2003 and 70,000 options granted on October 26, 2004 under
Generex's 2001 Stock Option Plan (the "2001 Plan").

(2)     Includes shares issuable upon exercise of 50,000 options granted in
November, 2002, 5,159 options granted on December 31, 2001 and 5,000 options
granted on January 3, 2000, under the 2001 Plan and pursuant to Dr. Bernstein's
Employment Agreement with Generex and his prior consulting agreement.

(3)     Includes 250,000 shares issuable upon the exercise of an option granted
on March 19, 2003 with effect as of April 21, 2003 under the 2001 Plan.

(4)     Includes 953,667 shares owned of record by GHI, Inc. that are
beneficially owned by Ms. Gluskin, 100,000 shares issuable upon the exercise of
an option granted under Generex's 1998 Stock Option Plan (the "1998 Plan"),
200,000 shares issuable upon the exercise of an option granted under Generex's
2000 Stock Option Plan (the "2000 Plan"), and 450,000 shares issuable upon
exercise of an option granted under the 2001 Plan.

(5)     Includes 150,000 shares issuable upon the exercise of an option granted
under the 1998 Plan and 150,000 shares issuable upon the exercise of an option
granted under the 2000 Plan. Also includes 600,000 shares issuable upon the
exercise of options granted under the 2001 Plan. Dr. Modi also owns all the
1,000 outstanding shares of Generex's Special Voting Rights Preferred Stock.
This stock is not convertible into Common Stock.

(6)     Includes 953,667 shares owned of record by GHI, Inc. that are
beneficially owned by Ms. Rose Perri, 100,000 shares issuable upon the exercise
of an option granted under the 1998 Plan, 150,000 shares issuable upon the
exercise of an option granted under the 2000 Plan, and 400,000 shares issuable
upon exercise of an option under the 2001 Plan. Also includes the shares and
options that are owned by the estate of Mr. Mark Perri, of which Ms. Rose Perri
is executor and beneficiary, but is not considered to beneficially own for some
purposes: 45,914 shares previously owned of record by Mr. Mark Perri; 1,100,000
shares owned of record by EBI, Inc. (of which Mr. Mark Perri was beneficial
owner); 305,332 shares held of record by brokerage accounts and options for
200,000 shares which survived Mr. Perri's death. Also includes 341,496 shares
owned of record by EBI, Inc., which Ms. Rose Perri may be deemed to beneficially
own because of the power to vote the shares but which are beneficially owned by
other stockholders because they are entitled to the economic benefits of the
shares. Ms. Rose Perri is also deemed to beneficially own an additional 953,667
shares owned of record by GHI, Inc. by holding the right to vote such shares.
These shares are also beneficially owned by Ms. Gluskin.

(7)     Includes 20,000 shares issuable upon the exercise of an option granted
under the 2000 Plan, and 190,000 shares issuable upon exercise of options
granted under the 2001 Plan. Also includes 7,943 shares owned by a company of
which Mr. Rosen is an officer and indirect 25% owner; Mr. Rosen may be deemed to
beneficially own these shares because he shares voting power and investment
power with respect to such shares.

(8)     Includes 70,000 options granted on October 26, 2004.

(9)     Includes 3,170,159 shares issuable upon the exercise of options.
Includes 1,441,496 shares owned of record by EBI, Inc. but beneficially owned or
deemed to be beneficially owned by Ms. Rose Perri. Includes 1,907,334 shares
owned of record by GHI, Inc. but beneficially owned by Ms. Gluskin or Ms. Rose
Perri.

(10)    Includes 1,024,590 shares issuable upon exercise of an Additional
Investment Right and 1,639,344 shares issuable upon exercise of warrants. The
Additional Investment Right and each Warrant held by Cityplatz contain a
provision stating that it is not exercisable to the extent the exercise would
result in the holder's beneficially owning more than 9.9% of Generex's
outstanding common stock.

(11)    Includes 819,672 shares outstanding, 1,219,512 shares issuable upon
conversion of 6% Secured Convertible Debentures, 1,655,457 shares issuable upon
exercise of warrants and 819,672 shares issuable upon exercise of an Additional
Investment Right. The Additional Investment Right and each Debenture and Warrant
held by Omicron

                                       29


contain a provision stating that it is not exercisable/convertible to the extent
the exercise/conversion would result in the holder's beneficially owning more
than 9.9% of Generex's outstanding common stock.

(12)    Includes 226,885 shares outstanding, 1,219,512 shares issuable upon
conversion of 6% Secured Convertible Debentures, 655,738 shares issuable upon
exercise of warrants and 409,836 shares issuable upon exercise of an Additional
Investment Right. The Additional Investment Right and each Debenture and Warrant
held by Iroquois contain a provision stating that it is not
exercisable/convertible to the extent the exercise/conversion would result in
the holder's beneficially owning more than 9.9% of Generex's outstanding common
stock.

(13)    All these shares were previously beneficially owned by Mr. Mark Perri
but are now deemed to be beneficially owned by Ms. Rose Perri because she has
the sole power to vote the shares. With respect to 1,100,000 of the shares owned
of record by EBI, Inc., Ms. Rose Perri also has investment power and otherwise
is entitled to the economic benefits of ownership.

(14)    Ms. Gluskin and Ms. Rose Perri each own beneficially 953,667 of the
shares owned of record by GHI, Inc. by reason of their ownership of investment
power and other economic benefits associated with such shares. The shares
beneficially owned by Ms. Gluskin also are deemed to be beneficially owned by
Ms. Rose Perri because she has the sole power to vote the shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        Generex acquired Generex Pharmaceuticals, Inc. in October 1997. Prior to
Generex's acquisition of Generex Pharmaceuticals, it was a private Canadian
corporation majority-owned and controlled by Mr. Mark Perri, Ms. Rose Perri and
Ms. Gluskin. Unless otherwise indicated, the transactions described below
occurred prior to the acquisition of Generex Pharmaceuticals or pursuant to
contractual arrangements entered into prior to that time. Generex presently has
a policy requiring approval by stockholders or by a majority of disinterested
directors of transactions in which one of our directors has a material interest
apart from such director's interest in Generex. Generex presently has a policy
requiring the approval by the Audit Committee for any transactions in which a
director has a material interest apart from such director's interest in Generex.

        Real Estate Financing Transactions: In May 1997, EBI, Inc., a company
controlled by Mr. Mark Perri, acquired shares of common stock of Generex
Pharmaceuticals for $3 million (CAD) which, based on the exchange rate then in
effect, represented approximately $2.1 million (US). Generex Pharmaceutical's
use of those funds was restricted to acquiring an insulin research facility.
Subsequently this restriction was eased to permit use of the funds to acquire
properties used for manufacturing Generex Pharmaceutical's oral insulin product
and other proprietary drug delivery products, and related testing, laboratory
and administrative services. Under the terms of the investment, Generex
Pharmaceuticals was required to lend these funds back to EBI until they were
needed for the purposes specified. The entire amount was loaned back to EBI and
was outstanding at July 31, 1997. During the period ended July 31, 1998, a total
of $2,491,835 (CAD) was repaid by EBI. There was a repayment of approximately
$33,000 made in the year ended July 31, 2004. There were no repayments made in
the years ended July 31, 2003, 2002 and 2001. The balance due from EBI at July
31, 2004, was approximately $349,294 (US) based on the exchange rate then in
effect. These funds are due on demand by Generex Pharmaceuticals, provided they
are used for the purchase and/or construction or equipping of oral insulin
manufacturing and testing facilities. The amounts repaid by EBI were used
primarily to purchase and improve certain of the real estate and buildings owned
by Generex Pharmaceuticals.

        Related Party Transactions: Between November 1995 and July 31, 1998,
companies owned and controlled by Mr. Mark Perri, Ms. Rose Perri and Ms. Gluskin
incurred a net indebtedness of $629,234 to Generex Pharmaceuticals, excluding
the indebtedness of EBI described in the preceding paragraph. This indebtedness
arose from cash advances and the payment by Generex Pharmaceuticals of expenses
incurred by these companies, net of repayments and payment of expenses on behalf
of Generex Pharmaceuticals. At July 31, 1999, these companies' net indebtedness
to Generex Pharmaceuticals, exclusive of the EBI indebtedness described above,
was $284,315. At July 31, 2000, this balance had been reduced to zero. The
transactions between Generex

                                       30


Pharmaceuticals and entities owned and controlled by Mr. Mark Perri, Ms. Rose
Perri and Ms. Gluskin were not negotiated at arms-length, and were not on normal
commercial terms. No interest was charged on any of the advances, and the
transactions were of far greater financial benefit and convenience to Mr. Mark
Perri, Ms. Rose Perri and Ms. Gluskin than to Generex Pharmaceuticals. These
transactions and financing arrangements were mostly initiated prior to the
transaction in which Generex acquired Generex Pharmaceuticals, and no such
transactions have taken place since January 1, 1999.

        We utilize a management company to manage all of our real properties.
The property management company is owned by Ms. Rose Perri, Ms. Gluskin and the
estate of Mr. Mark Perri, our former Chairman of the Board. For the fiscal years
ended July 31, 2004, 2003 and 2002, Generex has paid the management company
$40,180, $33,237 and $37,535 respectively, in management fees.

        Loans to Executive Officers: On May 3, 2001, Ms. Rose Perri, Ms. Gluskin
and Mr. Mark Perri were advanced $334,300 each, in exchange for promissory
notes. These notes bore interest at 8.5 percent per annum and were payable in
full on May 1, 2002. These notes were guaranteed by a related company owned by
these officers and secured by a pledge of 2,500,000 shares of Generex's common
stock owned by this related company. On June 3, 2002, Generex's Board of
Directors extended the maturity date of the loans to October 1, 2002. The other
terms and conditions of the loans and guaranty remained unchanged and in full
force and effect. As of July 31, 2002, the balance outstanding on these notes,
including accrued interest, was $1,114,084. Subsequent to July 31, 2002,
pursuant to a decision made as of August 30, 2002, these loans were satisfied by
application of the pledged stock, at a value of $1.90 per share, which
represented the lowest closing price during the sixty days prior to August 30,
2002.

        Brokerage Payment: On August 7, 2002, Generex Pharmaceuticals purchased
real estate with an aggregate purchase price of approximately $1,525,000, from
an unaffiliated party. In connection with that transaction, Angara Enterprises,
Inc., a licensed real estate broker that is an affiliate of Ms. Gluskin,
received a commission from the proceeds of the sale to the seller, in the amount
of 3% of the purchase price, or $45,714. Management believes that this is less
than the aggregate commission which would have been payable if an unaffiliated
broker had been used.

        Joint Venture with Elan: In January 2001, Generex established a joint
venture with Elan International Services, Ltd. ("EIS") and Elan Corporation, plc
("Elan"). Pursuant to the Securities Purchase Agreement, dated January 16, 2001,
between Generex, Elan and EIS, EIS has the right to nominate one director to
Generex's Board of Directors for so long as EIS or its affiliates own at least
1.0% of the issued and outstanding shares of common stock. Dr. Lieberburg was
the nominee of EIS thereunder. Dr. Lieberburg resigned effective August 1, 2002
because he felt that due to the increasing demands of his position with Elan
Corporation, he could no longer devote the time and attention necessary to serve
as a director of Generex. On December 21, 2004, Generex entered into a
Termination Agreement with Elan and EIS, whereby Generex, Elan and EIS agreed to
terminate their joint venture and the rights and obligations of each party
thereunder, including EIS' right to nominate a director to Generex's Board of
Directors. EIS had not exercised its right to have a representative on the Board
of Directors since August 2002.

                                OTHER INFORMATION

Annual Report

        Generex has enclosed its Annual Report for the year ended July 31, 2004,
with this proxy statement, which includes Generex's Annual Report to the
Securities and Exchange Commission on Form 10-K for the fiscal year ended
July 31, 2004, without exhibits. Stockholders are referred to the report for
financial and other information about Generex, but such report is not
incorporated in this proxy statement and is not a part of the proxy soliciting
material.

Stockholder Proposals for the Next Annual Meeting

                                       31


        Any proposals of stockholders intended to be presented at the annual
meeting of stockholders for the fiscal year ended July 31, 2005, must be
received by Generex at 33 Harbour Square, Suite 202, Toronto, Ontario, Canada
M5J 2G2, no later than __________________, 2005 in order to be included in the
proxy materials and form of proxy relating to such meeting. It is suggested that
stockholders submit any proposals by an internationally recognized overnight
delivery service to the Secretary of Generex at its principal executive offices
located at 33 Harbour Square, Suite 202, Toronto, Ontario, Canada M5J 2G2. Such
proposal must meet the requirements set forth in the rules and regulations of
the Securities and Exchange Commission in order to be eligible for inclusion in
the proxy materials for such meeting. The annual meeting for the fiscal year
ended July 31, 2005 is scheduled to take place in February 2006.

        For business to be properly brought before the annual meeting by a
stockholder in a form other than a stockholder proposal requested to be included
in Generex's proxy materials, any stockholder who wishes to bring such business
before the annual meeting of stockholders must give notice of such business in
writing to the Secretary of Generex not less than 60 nor more than 90 days prior
to the annual meeting. In the event that less than 70 days notice or prior
disclosure of the date of the meeting is given or made to stockholders, notice
of such business to be timely must be received by the Secretary of Generex not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
The stockholder's notice of such business must provide information about the
stockholder proposing such business and the nature the business, as required by
Generex's Amended and Restated Bylaws. A copy of these Bylaw requirements will
be provided upon request in writing to the Secretary at the principal offices of
Generex located at 33 Harbour Square, Suite 202, Toronto, Ontario, Canada
M5J 2G2.

        If there should be any change in the foregoing submission deadlines,
Generex intends to publicly disseminate information concerning the change.

Corporate Governance Documents

        Generex amended its Audit Committee Charter on October 30, 2003. The
Audit Committee Charter, as amended, is reproduced in Appendix A to this Proxy
Statement. In addition, the Audit Committee Charter, the Compensation Committee
Charter and the Generex Code of Ethics have been posted on Generex's Internet
website - www.generex.com.

Other Matters

        The Board of Directors does not intend to present, and does not have any
reason to believe that others will present, any item of business at the annual
meeting other than those specifically set forth in the notice of the meeting.
However, if other matters are properly brought before the meeting, the persons
named on the enclosed proxy will have discretionary authority to vote all
proxies in accordance with their best judgment.

Solicitation of Proxies

        All costs and expenses of this solicitation, including the cost of
preparing and mailing this proxy statement will be borne by Generex. In addition
to the use of the mails, certain directors, officers and regular employees of
Generex may solicit proxies personally, or by mail, telephone or otherwise, but
such persons will not be compensated for such services. Arrangements will be
made with brokerage firms, banks, fiduciaries, voting trustees or other nominees
to forward the soliciting materials to each beneficial owner of stock held of
record by them, and Generex will reimburse them for their expenses in doing so.

                                       32



By order of the Board of Directors



___________________________________
Rose C. Perri
Secretary









February ___, 2005

                                       33





                        GENEREX BIOTECHNOLOGY CORPORATION
               PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                                 MARCH 24, 2005


         The undersigned stockholder of Generex Biotechnology Corporation (the
"Company") hereby appoints Anna E. Gluskin, Rose C. Perri and Mark A. Fletcher,
and each of them with full power of substitution, the true and lawful attorneys,
agents and proxy holders of the undersigned, and hereby authorizes them to
represent and vote, as specified herein, all of the shares of Common Stock of
Generex held of record by the undersigned on February 24, 2005, at the annual
meeting of stockholders of Generex to be held on March 24, 2005 (the "Annual
Meeting") at 10:00 a.m. at St. Lawrence Hall, 157 King Street East, Toronto
Ontario and any adjournments or postponements thereof.


     THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED.
     IN THE ABSENCE OF DIRECTION, THE SHARES WILL BE VOTED FOR THE PROPOSALS.


     THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING OF
     STOCKHOLDERS RELATING TO THE ANNUAL MEETING.


Item 1. To elect as directors, to hold office until the next meeting of
stockholders and until their successors are elected, the seven (7) nominees
listed below:

NOMINEES: John P. Barratt, Anna E. Gluskin, Rose C. Perri,
          Gerald Bernstein,  M.D.,  _________________,
          Mindy Allport-Settle and Brian McGee.


         o FOR ALL NOMINEES    o WITHHOLD ALL NOMINEES    o ____________________
                                                            For all nominees
                                                            except as noted
                                                            above


Item 2. To approve the potential issuance and sale of equity securities below
market price in excess of shares permitted to be issued without prior
stockholder approval under NASDAQ Marketplace Rules 4350(i)(1)(C) and (D).


         o FOR               o AGAINST                   o ABSTAIN


Item 3. To authorize the Board of Directors to issue shares of common stock in
excess of shares permitted to be issued without prior stockholder approval as
payment for outstanding Debentures or upon conversion of the outstanding
Debentures and upon exercise of other outstanding Securities.


         o FOR               o AGAINST                   o ABSTAIN


Item 4. To authorize the Board of Directors to temporarily or permanently reduce
the exercise price of some or all of Generex's Warrants to a price not less than
90% of the common stock's market price at the time the exercise prices are
reduced.


         o FOR               o AGAINST                   o ABSTAIN


Item 5. To ratify the appointment of BDO Dunwoody, LLP as Generex's independent
public accountants for the fiscal year ending July 31, 2005.


         o FOR               o AGAINST                   o ABSTAIN


NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
Trustees and others acting in a representative capacity should indicate the
capacity in which they sign and give their full title. If a corporation, please
indicate the full corporate name and have an authorized officer sign, stating
title. If a partnership, please sign in partnership name by an authorized
person.

                                                     Signature:


                                                     ---------------------------
                                                     Signature:


                                                     ---------------------------
                                                     Date:


                                                     ---------------------------
                                                     PLEASE MARK, SIGN AND DATE
                                                     THIS PROXY AND RETURN IT
                                                     PROMPTLY WHETHER YOU PLAN
                                                     TO ATTEND THE MEETING OR
                                                     NOT. IF YOU DO ATTEND, YOU
                                                     MAY VOTE IN PERSON IF YOU
                                                     DESIRE.