8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 29, 2008

GENEREX BIOTECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-29169	98-0178636
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

33 Harbour Square, Suite 202, Toronto, Ontario Canada	M5J 2G2
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (416) 364-2551

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On July 29, 2008 and July 31, 2008, Generex Biotechnology Corporation (the “Company”) entered into Consent and Waiver Agreements with each of the Investors that purchased the Company’s 8% Senior Secured Convertible Notes (the “Notes”) pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of March 31, 2008, by and among the Company and the Investors listed on the Schedule of Buyers attached thereto.

The Notes require the Company to pay the Investors on each applicable Installment Date set forth in the Note the Installment Amount due on such date by electing (i) a Company Conversion if various conditions are satisfied and/or (ii) a Company Redemption.

As of the date hereof, certain conditions precedent to Company Conversions under the Notes have not been satisfied, including (i) that the Registration Statement was not declared effective for the resale of all of the Registrable Securities for a period of thirty (30) days prior to the August 1, 2008 Company Installment Notice Date (the “Registration Statement Equity Condition”), and (ii) that the Company received notice from The Nasdaq Stock Market of its failure to comply with the minimum bid price requirement of Marketplace Rule 4310(c)(4) and has 180 calendar days to regain compliance with such rule (the “Listing Maintenance Equity Condition”).

Pursuant to the Consent and Waiver Agreements, all of the investors, with the exception of Iroquois Master Fund Ltd. and Iroquois Capital Opportunity Fund, LP (together, the “Iroquois Funds”), have agreed to waive satisfaction of (a) the Registration Statement Equity Condition with respect the September 1, 2008 Installment Date, and (b) the Listing Maintenance Equity Condition with respect to the Installment Dates that are September 1, 2008 and October 1, 2008 (the “Applicable Installment Dates”) such that the Company will be entitled to convert the Installment Amounts due on the Applicable Installment Date into the Company’s common stock pursuant to a Company Conversion, and subject to certain conditions, three of the investors (Cranshire Capital, L.P., Portside Growth and Opportunity Fund, and Smithfield Fiduciary LLC), have consented to the Company converting and/or redeeming the Installment Amount due on August 1, 2008 as follows:

1. On the August 1, 2008 Installment Date, the Company will pay the accrued and unpaid interest in cash.

2. The balance of the August 1, 2008 Installment Amount will be paid in the Company’s common stock pursuant to a Company Conversion as follows:

a.50% of the stock will be issued at the same time and in the same manner as the September 1, 2008 Installment Amount is paid (together with the payment of the September 1, 2008 Installment Amount in stock); and

b.50% of the stock will be issued at the same time and in the same manner as the October 1, 2008 Installment Amount is paid (together with the payment of the October 1, 2008 Installment Amount in stock).

3. The stock issuable in respect of the Aug 1 Installment Amount will be calculated using the lower of (i) the then applicable Conversion Price, (ii) the price which shall be computed as 90% of the arithmetic average of the VWAP of the Common Stock on each of the twenty (20) consecutive Trading Days immediately preceding August 1, 2008 and (iii) the price which shall be computed as 90% of the arithmetic average of the VWAP of the Common Stock on each of the twenty (20) consecutive Trading Days immediately preceding the delivery or deemed delivery of the Company Installment Notice with respect to the Installment Amount due on September 1, 2008 or October 1, 2008 (as the case may be).

Another investor, Rockmore Investment Master Fund Ltd, has consented to the Company converting and/or redeeming the Installment Amount due on August 1, 2008 as set forth above; provided however, that 50% of the principal balance of the Installment Amount due on August 1, 2008 will be paid in cash on August 1, 2008 together with accrued and unpaid interest and 50% of the principal balance of the August 1, 2008 Installment Amount will be paid in the Company’s common stock as set forth above.

The Iroquois Funds have agreed to waive satisfaction of the Registration Statement Equity Condition and the Listing Maintenance Equity Condition with respect the September 1, 2008 Installment Date such that the Company will be entitled to convert the September 1, 2008 Installment Amount into shares of the Company’s common stock pursuant to a Company Conversion.

The foregoing summaries of the terms of the Consent and Waiver Agreements are subject to, and qualified in their entirety by, such documents attached hereto as Exhibits 10.1 through 10.3, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Form of Consent and Waiver Agreement entered into with Cranshire Cranshire Capital, L.P., Portside Growth and Opportunity Fund and, Smithfield Fiduciary LLC
10.2	Form of Consent and Waiver Agreement entered into with Rockmore Investment Master Fund Ltd.
10.3	Form of Consent and Waiver Agreement entered into with the Iroquois Funds

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENEREX BIOTECHNOLOGY CORPORATION.
Date: August 1, 2008	/s/ Rose C. Perri
	Chief Operating Officer and Chief Financial Officer (principal financial officer)

EXHIBIT INDEX

Exhibit Number	Description
10.1	Form of Consent and Waiver Agreement entered into with Cranshire Cranshire Capital, L.P., Portside Growth and Opportunity Fund and, Smithfield Fiduciary LLC
10.2	Form of Consent and Waiver Agreement entered into with Rockmore Investment Master Fund Ltd.
10.3	Form of Consent and Waiver Agreement entered into with the Iroquois Funds

EX-10.1

Exhibit 10.1

CONSENT AND WAIVER

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

RECITALS

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

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

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

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

AGREEMENTS

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

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

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

(i) 50% of the Installment Amount due on August 1, 2008 shall be so converted and/or redeemed at the time of, and in the same manner as (i.e., through a Company Conversion and/or a Company Redemption), the Company’s conversion and/or redemption (in accordance with the terms or the Note) of the Installment Amount due on September 1, 2008, provided that (1) the Holder may require a Company Conversion with respect to such portion of the Installment Amount due on August 1, 2008 notwithstanding whether the Company elected, or is required to effect, a Company Redemption thereof and (2) the Pre-Installment Conversion Price and the Company Conversion Price with respect to such portion of the Installment Amount due on August 1, 2008 shall be as set forth in Section 3 below to the extent the Company is permitted to effect a Company Conversion with respect thereto or the Holder requires a Company Conversion with respect thereto in accordance with clause (1) above.

(ii) the other 50% of the Installment Amount due on August 1, 2008 shall be so converted and/or redeemed at the time of, and in the same manner as (i.e., through a Company Conversion and/or a Company Redemption), the Company’s conversion and/or redemption (in accordance with the terms or the Note) of the Installment Amount due on October 1, 2008, provided that (1) the Holder may require a Company Conversion with respect to such portion of the Installment Amount due on August 1, 2008 notwithstanding whether the Company elected, or is required to effect, a Company Redemption thereof and (2) the Pre-Installment Conversion Price and the Company Conversion Price with respect to such portion of the Installment Amount due on August 1, 2008 shall be as set forth in Section 3 below to the extent the Company is permitted to effect a Company Conversion with respect thereto or the Holder requires a Company Conversion with respect thereto in accordance with clause (1) above.

3.Calculation of Company Conversion Price and Pre-Installment Conversion Price. To the extent any portion of the Installment Amount due on August 1, 2008 is converted as provided above pursuant to a Company Conversion in connection with the Installment Amounts due on either September 1, 2008 or October 1, 2008:

(i)notwithstanding the Pre-Installment Conversion Price set forth in the Note, the Pre-Installment Conversion Price with respect to such portion of the Installment Amount due on August 1, 2008 to be so converted shall be equal to the lowest of (i) the then applicable Conversion Price, (ii) the price which shall be computed as 90% of the arithmetic average of the VWAP of the Common Stock on each of the twenty (20) consecutive Trading Days immediately preceding August 1, 2008 and (iii) the price which shall be computed as 90% of the arithmetic average of the VWAP of the Common Stock on each of the twenty (20) consecutive Trading Days immediately preceding the delivery or deemed delivery of the Company Installment Notice with respect to the Installment Amount due on September 1, 2008 or October 1, 2008 (as the case may be). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such measuring periods.

(ii)notwithstanding the Company Conversion Price set forth in the Note, the Company Conversion Price with respect to such portion of the Installment Amount due on August 1, 2008 to be so converted shall be equal to the lowest of (i) the then applicable Conversion Price, (ii) the price which shall be computed as 90% of the arithmetic average of the VWAP of the Common Stock on each of the twenty (20) consecutive Trading Days immediately preceding August 1, 2008 and (iii) the price which shall be computed as 90% of the arithmetic average of the VWAP of the Common Stock on each of the twenty (20) consecutive Trading Days immediately preceding September 1, 2008 or October 1, 2008 (as the case may be). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such measuring periods.

Other than as expressly set forth in this Agreement, the Company shall deliver Pre-Installment Conversion Shares and Conversion Shares in accordance with the terms of the Note.

4.Payment of Interest. Notwithstanding anything contained in this Agreement to the contrary, the Company shall pay to the Holder in cash on August 1, 2008 the portion of the Installment Amount due on August 1, 2008 that constitutes accrued and unpaid Interest through such date.

5.Effectiveness of Registration Statement. The Company acknowledges and agrees that the Holder’s waivers and consents set forth herein are expressly conditioned on and subject to the Registration Statement in the form filed by the Company with the Securities and Exchange Commission on July 24, 2008 being declared effective no later than July 29, 2008. If the foregoing condition is not satisfied, then this Agreement shall be null and void ab inito at the election of the Holder, which option may be exercised by the Holder delivering written notice to the Company pursuant to the Purchase Agreement electing that this Agreement be null and void ab inito.

6.Effect of this Agreement. Except as otherwise expressly provided herein, the Note is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.

[signature page follows]

IN WITNESS WHEREOF, the Company and the Holder have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

COMPANY:
GENEREX BIOTECHNOLOGY CORPORATION
By:
	Name:	Anna E. Gluskin
	Title:	Chief Executive Officer

HOLDER:
SMITHFIELD FIDUCIARY LLC
By:
	Adam J. Chill, Authorized Signatory

EX-10.2

Exhibit 10.2

CONSENT AND WAIVER

This Consent and Waiver (this “Agreement”), dated as of July 31, 2008, is entered by and between Generex Biotechnology Corporation, a Delaware corporation (the “Company”), and Rockmore Investment Master Fund Ltd. (the “Holder”).

RECITALS

A.Pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of March 31, 2008, by and among the Company, the Holder and the other investors listed on the Schedule of Buyers attached thereto (together with the Holder, the “Investors”), the Holder purchased the Company’s 8% Senior Secured Convertible Note in the principal amount of $2,000,000.00 (the “Note”). Capitalized terms used in this Agreement that are not otherwise defined have the meaning set forth in the Note.

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

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

D.As of the date hereof, certain Equity Conditions have not been satisfied, including (i) that the Registration Statement was not declared effective for the resale of all of the Registrable Securities for a period of thirty (30) days preceding the August 1, 2008 Company Installment Notice Date (the “Registration Statement Equity Condition”) and (ii) that the Company received notice from The Nasdaq Stock Market of its failure to comply with the minimum bid price requirement of Marketplace Rule 4310(c)(4) and has 180 calendar days to regain compliance with such rule (the “Listing Maintenance Equity Condition”).

AGREEMENTS

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

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

2.Consent to Deferral of 50% of the Installment Amount due on August 1, 2008. Notwithstanding the Company’s election set forth in any applicable Company Installment Notice delivered to the Holder prior to the date hereof, the Holder hereby consents to the Company converting (provided that there is then no Equity Conditions Failure (other than the Equity Conditions Failures expressly waived in Section 1 above) and provided that all other conditions necessary for the Company to effect a Company Conversion are then satisfied) and/or redeeming fifty percent (50%) of the Installment Amount due on August 1, 2008 as follows:

(i)25% of the Installment Amount due on August 1, 2008 shall be so converted and/or redeemed at the time of, and in the same manner as (i.e., through a Company Conversion and/or a Company Redemption), the Company’s conversion and/or redemption (in accordance with the terms of the Note) of the Installment Amount due on September 1, 2008, provided that (1) the Holder may require a Company Conversion with respect to such portion of the Installment Amount due on August 1, 2008 notwithstanding whether the Company elected, or is required to effect, a Company Redemption thereof and (2) the Pre-Installment Conversion Price and the Company Conversion Price with respect to such portion of the Installment Amount due on August 1, 2008 shall be as set forth in Section 3 below to the extent the Company is permitted to effect a Company Conversion with respect thereto or the Holder requires a Company Conversion with respect thereto in accordance with clause (1) above; and,

(ii)25% of the Installment Amount due on August 1, 2008 shall be so converted and/or redeemed at the time of, and in the same manner as (i.e., through a Company Conversion and/or a Company Redemption), the Company’s conversion and/or redemption (in accordance with the terms or the Note) of the Installment Amount due on October 1, 2008, provided that (1) the Holder may require a Company Conversion with respect to such portion of the Installment Amount due on August 1, 2008 notwithstanding whether the Company elected, or is required to effect, a Company Redemption thereof and (2) the Pre-Installment Conversion Price and the Company Conversion Price with respect to such portion of the Installment Amount due on August 1, 2008 shall be as set forth in Section 3 below to the extent the Company is permitted to effect a Company Conversion with respect thereto or the Holder requires a Company Conversion with respect thereto in accordance with clause (1) above.

3.Calculation of Company Conversion Price and Pre-Installment Conversion Price. To the extent any portion of the Installment Amount due on August 1, 2008 is converted as provided above pursuant to a Company Conversion in connection with the Installment Amounts due on either September 1, 2008 or October 1, 2008:

(i)notwithstanding the Pre-Installment Conversion Price set forth in the Note, the Pre-Installment Conversion Price with respect to such portion of the Installment Amount due on August 1, 2008 to be so converted shall be equal to the lowest of (i) the then applicable Conversion Price, (ii) the price which shall be computed as 90% of the arithmetic average of the VWAP of the Common Stock on each of the twenty (20) consecutive Trading Days immediately preceding August 1, 2008 and (iii) the price which shall be computed as 90% of the arithmetic average of the VWAP of the Common Stock on each of the twenty (20) consecutive Trading Days immediately preceding the delivery or deemed delivery of the Company Installment Notice with respect to the Installment Amount due on September 1, 2008 or October 1, 2008 (as the case may be). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such measuring periods.

(ii)notwithstanding the Company Conversion Price set forth in the Note, the Company Conversion Price with respect to such portion of the Installment Amount due on August 1, 2008 to be so converted shall be equal to the lowest of (i) the then applicable Conversion Price, (ii) the price which shall be computed as 90% of the arithmetic average of the VWAP of the Common Stock on each of the twenty (20) consecutive Trading Days immediately preceding August 1, 2008 and (iii) the price which shall be computed as 90% of the arithmetic average of the VWAP of the Common Stock on each of the twenty (20) consecutive Trading Days immediately preceding September 1, 2008 or October 1, 2008 (as the case may be). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such measuring periods.

Other than as expressly set forth in this Agreement, the Company shall deliver Pre-Installment Conversion Shares and Conversion Shares in accordance with the terms of the Note.

4.Payment of Interest and 50% of the Installment Amount due on August 1, 2008. Notwithstanding anything contained in this Agreement to the contrary, the Company shall (i) pay to the Holder in cash on August 1, 2008 the portion of the Installment Amount due on August 1, 2008 that constitutes accrued and unpaid Interest through such date, and (ii) pay to the Holder in cash on August 1, 2008 50% of the Installment Amount due on August 1, 2008 (i.e. a partial Company Redemption).

5.Effect of this Agreement. Except as otherwise expressly provided herein, the Note is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.

[signature page follows]

IN WITNESS WHEREOF, the Company and the Holder have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

COMPANY:
GENEREX BIOTECHNOLOGY CORPORATION
By:
	Name:	Anna E. Gluskin
	Title:	Chief Executive Officer

HOLDER:
ROCKMORE INVESTMENT MASTER FUND LTD.
By:
	Name:
	Title:

EX-10.3

Exhibit 10.3

CONSENT AND WAIVER

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

RECITALS

A.Pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of March 31, 2008, by and among the Company, the Holder and the other investors listed on the Schedule of Buyers attached thereto (together with the Holder, the “Investors”), the Holder purchased the Company’s 8% Senior Secured Convertible Note in the principal amount of $3,650,000.00 (the “Note”). Capitalized terms used in this Agreement that are not otherwise defined have the meaning set forth in the Note.

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

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

D.As of the date hereof, certain Equity Conditions have not been satisfied, including (i) that the Registration Statement was not effective for the resale of all of the Registrable Securities for a period of thirty (30) days preceding the August 1, 2008 Company Installment Notice Date (the “Registration Statement Equity Condition”), and (ii) that the Company received notice from The Nasdaq Stock Market of its failure to comply with the minimum bid price requirement of Marketplace Rule 4310(c)(4) and has 180 calendar days to regain compliance with such rule (the “Listing Maintenance Equity Condition”).

AGREEMENTS

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

1.Waiver. The Holder hereby waives satisfaction of only the following: (a) the Registration Statement Equity Condition solely with respect to the Installment Notice Due Date applicable to the Installment Date that is September 1, 2008 and (b) the Listing Maintenance Equity Condition solely with respect to the Installment Date that is September 1, 2008 (the “Applicable Installment Date”) such that the Company will be entitled to deliver a Company Installment Notice in respect of the Applicable Installment Date confirming that the Installment Amount in respect of the Applicable Installment Date will be converted in whole pursuant to a Company Conversion (to be effected in accordance with the terms of the Note).

2.Effect of this Agreement. Except as otherwise expressly provided herein, the Note is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.

IN WITNESS WHEREOF, the Company and the Holder have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

COMPANY:
GENEREX BIOTECHNOLOGY CORPORATION
By:
	Name:	Anna E. Gluskin
	Title:	Chief Executive Officer

HOLDER:
IROQUOIS MASTER FUND LTD.
By:
	Joshua Silverman, Authorized Signatory