Amendment to Promissory Note and Warrant Agreement between Generex Biotechnology Corporation and Cranshire Capital, L.P. (July 22, 2005)

Summary

Generex Biotechnology Corporation and Cranshire Capital, L.P. have agreed to extend the payment and maturity dates of a $500,000 promissory note from July 22, 2005 to September 20, 2005. In return for this extension, Generex will issue Cranshire a warrant to purchase 1,219,512 shares of its common stock at $0.82 per share, with the warrant expiring on July 22, 2010. All other terms of the original note remain unchanged.

EX-4.27.1 5 v027763_ex427-1.htm

Exhibit 4.27.1

Generex Biotechnology Corporation

33 Harbour Square, Suite 202

Toronto, Ontario

Canada M5J 2G2

July 22, 2005

Cranshire Capital, L.P.

666 Dundee Road, Suite 1901

Northbrook, Illinois

USA 60062

Dear Sirs:

Re: Generex Biotechnology Corporation

- Promissory Note & Agreement dated March 28, 2005

We make reference to the Promissory Note & Agreement (the “Note”) dated March 28, 2005 in the principal amount of Five Hundred Thousand Dollars ($500,000) executed and delivered by Generex Biotechnology Corporation (the “Borrower”) in favour of Cranshire Capital, L.P. (the “Holder”), as the same was amended by letter agreement dated June 7, 2005.

We hereby confirm the mutual agreement of the Borrower and the Holder to further amend the terms of the Note by extending the interest payment date and the maturity date thereof from July 22, 2005 to September 20, 2005.

We hereby further confirm that, in consideration for the Holder’s agreement to the foregoing amendment of the Note, the Borrower will forthwith issue to the Holder a warrant (the “Amendment Warrant”) to purchase an aggregate of 1, 219,512 shares of the Borrower’s common stock (the “Amendment Warrant Shares”) at a per-share price of Eighty Two Cents ($0.82), such warrant to expire on July 22, 2010.

From and after the date hereof, the term “Warrant” in the Note will be deemed to include the Amendment Warrant, and the term “Warrant Shares” in the Note will be deemed to include the Amendment Warrant Shares.

continued…………………………………………………………………………………………......

In all other respects, the Note will remain in full force and effect and unamended.

Yours truly,

Generex Biotechnology Corporation

/s/ Rose C. Perri

____________________________________

Rose C. Perri

Chief Financial Officer

AGREED.

Cranshire Capital, L.P.

/s/ Lawrence A. Prosser

____________________________________

Lawrence A. Prosser

Chief Financial Officer - Downsview Capital, Inc.

The General Partner