September 11, 2009

Re:            Engagement Agreement

Dear Sirs:

The purpose of this engagement letter is to outline the agreement pursuant to which Maxim Group LLC (“ Maxim ”) will act as a non-exclusive placement agent to Generex Biotechnology Corporation, I.R.S. Employer Identification No. 98-0178636 (collectively, with its subsidiaries and affiliates, the “ Company ”) in connection with the proposed registered direct offering (the “ Offering ”) of warrants and shares of common stock, par value $.001 per share (collectively, the “ Securities ”) of the Company.  The terms of such Offering and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “ Purchaser ” and collectively, the “ Purchasers ”) and nothing herein constitutes that Maxim would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Offering. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Offering shall be collectively referred to herein as the “ Transaction   Documents .”  The date of the closing of the Offering shall be referred to herein as the “ Closing Date .”  The Company expressly acknowledges and agrees that Maxim’s obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by Maxim to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Maxim with respect to securing any other financing on behalf of the Company.

The terms of our agreement in principle are as follows:

1.           The Company hereby engages Maxim, for the period beginning on the date hereof and ending on September 15, 2009 , unless sooner terminated pursuant to the terms of this engagement letter agreement (the “ Engagement Period ”), to act as the Company’s non-exclusive placement agent in connection with the proposed Offering.  Maxim agrees that, in connection with the Offering, it will: (i) advise on pricing, and other terms and conditions of the Offering, (ii) provide guidance on general market conditions and their impact on the Offering, and (iii) assist the Company in drafting and assisting in the  presentation that may be used to market the Offering to existing and potential investors, describing the proposed capital raising, the Company’s history and performance to date, track records of key executives, highlights of the Company’s business plan and the intended use of proceeds from the Offering, and (iv) introduce the Company to potential investors and broker-dealers representing potential investors, and assist with the scheduling of presentations.

2.           The Offering shall consist of the issuance by the Company of up to $14,350,000 worth of Securities. Maxim will act as a non-exclusive placement agent of the Offering, subject to, among other things, completion of Maxim’s due diligence examination of the Company and its affiliates.

3.           The Company agrees that it will not hold Maxim liable or responsible for the failure of the Offering in the event that the Offering is not consummated, either in whole or in part, for any reason.

4.           The terms and conditions of the Offering shall be the subject of continuing discussions between the Company and Maxim and will be based on market and general economic conditions, the prospects and/or forecasts of the Company and other factors.

The Company represents and warrants to, and agrees with, Maxim that:

(A)     The Company filed with the Securities and Exchange Commission (the “ Commission ”) on December 22, 2006 a registration statement on Form S-3 (Registration File No.333-139637) under the Securities Act of 1933, as amended (the “ Securities Act ”), as amended by Pre-Effective Amendment No. 1 on January 1, 2007 which was declared effective on February 23, 20007 for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act.  Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “ Rules and Regulations ”) of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement of the Securities and the plan of distribution thereof and has advised the placement agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this agreement, is hereinafter called the “ Registration Statement ”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “ Base Prospectus ”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “ Prospectus Supplement .” Any reference in this agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “ Incorporated Documents ”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), on or before the date of this agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be.  No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission.

(B)           The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus and the Prospectus Supplement, each as of its respective date, comply, or will compy, as the case may be, in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission.  There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required.

(C)            [intentionally deleted]

(D)           The Company has delivered, or will as promptly as practicable deliver, to Maxim copies of the Base Prospectus and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as Maxim reasonably requests.  Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Da