NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
      AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN
      CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
      SECURITIES.

     

    COMMON
      STOCK PURCHASE WARRANT

     

    To
      Purchase ____________ Shares of Common Stock of

     

    ORAMED
      PHARMACEUTICALS INC.

     

    THIS
      COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value
      received, [Name
      of Holder]
      (the
“Holder”), is entitled, upon the terms and subject to the limitations on
      exercise and the conditions hereinafter set forth, at any time on or after
      the
      date hereof (the “Initial Exercise Date”) and on or prior to the close of
      business on the third anniversary of the date hereof (the “Termination Date”)
      but not thereafter, to subscribe for and purchase from Oramed
      Pharmaceuticals
      Inc.
      a
      Nevada corporation (the “Company”), up to _____________ shares (the “Warrant
      Shares”) of Common Stock, par value $0.001 per share, of the Company (the
“Common Stock”). The purchase price of one share of Common Stock under this
      Warrant shall be equal to the Exercise Price, as defined in Section
      2(b).

     

    Section
      1. Definitions.
      Capitalized terms used and not otherwise defined herein shall have the meanings
      set forth in that certain Securities Purchase Agreement (the “Purchase
      Agreement”), dated July 14, 2008, among the Company and the purchasers signatory
      thereto.

     

    Section
      2. Exercise.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (a) Exercise
      of Warrant.
      Exercise of the purchase rights represented by this Warrant may be made, in
      whole or in part, at any time or times on or after the Initial Exercise
      Date and on or before the Termination Date by delivery to the Company of a
      duly
      executed facsimile copy of the Notice of Exercise Form annexed hereto (or such
      other office or agency of the Company as it may designate by notice in writing
      to the registered Holder at the address of such Holder appearing on the books
      of
      the Company); and within 5 Trading Days of the date said Notice of Exercise
      is
      delivered to the Company, the Company shall have received payment of the
      aggregate Exercise Price of the shares thereby purchased by wire transfer or
      cashier’s check drawn on a United States bank. Notwithstanding anything herein
      to the contrary, the Holder shall not be required to physically surrender this
      Warrant to the Company until the Holder has purchased all of the Warrant Shares
      available hereunder and the Warrant has been exercised in full in which case,
      the Holder shall surrender this Warrant to the Company for cancellation within
      5
      Trading Days of the date the final Notice of Exercise is delivered to the
      Company. Partial exercises of this Warrant resulting in purchases of a portion
      of the total number of Warrant Shares available hereunder shall have the effect
      of lowering the outstanding number of Warrant Shares purchasable hereunder
      in an
      amount equal to the applicable number of Warrant Shares purchased. The Holder
      and the Company shall maintain records showing the number of Warrant Shares
      purchased and the date of such purchases. The Company shall deliver any
      objection to any Notice of Exercise Form within ten Business Days of receipt
      of
      such notice. In the event of any dispute or discrepancy, the records of the
      Company shall be controlling and determinative in the absence of manifest error.
      The Holder and any assignee, by acceptance of this Warrant, acknowledge and
      agree that, by reason of the provisions of this paragraph, following the
      purchase of a portion of the Warrant Shares hereunder, the number of Warrant
      Shares available for purchase hereunder at any given time may be less than
      the
      amount stated on the face hereof.

     

    (b) Exercise
      Price.
      The
      exercise price per share of the Common Stock under this Warrant shall be $0.90,
      subject to adjustment hereunder (the “Exercise Price”).

     

    (c) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company covenants that all Warrant Shares which may be issued upon the exercise
      of the purchase rights represented by
      this
      Warrant will, upon exercise of the purchase rights represented by this Warrant,
      be duly authorized, validly issued, fully paid and nonassessable and free from
      all taxes, liens and charges created by the Company in respect of the issue
      thereof (other than taxes in respect of any transfer occurring contemporaneously
      with such issue).

     

    (ii) Delivery
      of Certificates Upon Exercise.
      Certificates for shares purchased hereunder shall be transmitted by the transfer
      agent of the Company to the Holder
      by
      crediting the account of the Holder’s prime broker with the Depository Trust
      Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the
      Company is a participant in such system, and otherwise by physical delivery
      to
      the address specified by the Holder in the Notice of Exercise within 7 Trading
      Days from the delivery to the Company of the Notice of Exercise Form, surrender
      of this Warrant (if required) and payment of the aggregate Exercise Price as
      set
      forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to
      have been exercised on the date the Exercise Price is received by the Company.
      The Warrant Shares shall be deemed to have been issued, and Holder or any other
      person so designated to be named therein shall be deemed to have become a holder
      of record of such shares for all purposes, as of the date the Warrant has been
      exercised by payment to the Company of the Exercise Price and all taxes required
      to be paid by the Holder, if any, pursuant to Section 2(c)(v) prior to the
      issuance of such shares, have been paid.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (iii) Delivery
      of New Warrants Upon Exercise.
      If this
      Warrant shall have been exercised in part, the Company shall, at the request
      of
      a Holder and upon surrender
      of this Warrant certificate, at the time of delivery of the certificate or
      certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares
      called for by this Warrant, which new Warrant shall in all other respects be
      identical with this Warrant.

     

    (iv) No
      Fractional Shares or Scrip.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. As to any fraction
      of a share which Holder would otherwise be entitled to purchase upon such
      exercise, the Company shall at its election, either pay a cash adjustment in
      respect of such final fraction in an amount equal to such fraction multiplied
      by
      the Exercise Price or round up to the next whole share.

     

    (v) Charges,
      Taxes and Expenses.
      Issuance of certificates for Warrant Shares shall be made without charge to
      the
      Holder for any issue or transfer tax or other
      incidental expense in respect of the issuance of such certificate, all of which
      taxes and expenses shall be paid by the Company, and such certificates shall
      be
      issued in the name of the Holder or in such name or names as may be directed
      by
      the Holder; provided, however, that in the event certificates for Warrant Shares
      are to be issued in a name other than the name of the Holder, this Warrant
      when
      surrendered for exercise shall be accompanied by the Assignment Form attached
      hereto duly executed by the Holder; and the Company may require, as a condition
      thereto, the payment of a sum sufficient to reimburse it for any transfer tax
      incidental thereto.

     

    Section
      3. Certain
      Adjustments.
      

     

    (a) Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding: (A) pays a stock
      dividend or otherwise make a distribution or distributions
      on shares of its Common Stock or any other equity or equity equivalent
      securities payable in shares of Common Stock (which, for avoidance of doubt,
      shall not include any shares of Common Stock issued by the Company upon exercise
      of Warrant), (B) subdivides outstanding shares of Common Stock into a larger
      number of shares, or (C) combines (including by way of reverse stock split)
      outstanding shares of Common Stock into a smaller number of shares, then in
      each
      case the Exercise Price shall be multiplied by a fraction of which the numerator
      shall be the number of shares of Common Stock (excluding treasury shares, if
      any) outstanding immediately before such event and of which the denominator
      shall be the number of shares of Common Stock outstanding immediately after
      such
      event and the number of shares issuable upon exercise of this Warrant shall
      be
      proportionately adjusted. Any adjustment made pursuant to this Section 3(a)
      shall become effective immediately after the record date for the determination
      of stockholders entitled to receive such dividend or distribution and shall
      become effective immediately after the effective date in the case of a
      subdivision or combination.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (b) Reclassification
      Transaction.
      In the
      event of a reclassification or reorganization of the outstanding shares of
      the
      Common Stock of the Company at any time while this Warrant is outstanding,
      including, without limitation, as a result of a merger or consolidation, the
      Company shall thereafter deliver at the time of purchase of Warrant Shares
      under
      this Warrant and in lieu of the number of Warrant Shares in respect of which
      the
      right to purchase is then being exercised, the number of shares of the Company
      of the appropriate class or classes resSulting from said reclassification or
      reclassifications as the Holder would have been entitled to receive in respect
      of the number of Warrant Shares in respect of which the right of purchase
      hereunder is then being exercised had the right of purchase been exercised
      before such reclassification or reorganization.

     

    (c) Voluntary
      Adjustment By Company.
      The
      Company may at any time during the term of this Warrant reduce the then current
      Exercise Price to any amount and for any period of time deemed appropriate
      by
      the Board of Directors of the Company.  

     

    (d) Notice
      to Holders of Adjustment
      to Exercise Price.
      Whenever the Exercise Price is adjusted pursuant to any provision of this
      Section 3, the Company shall promptly mail to each Holder a notice
      setting forth the Exercise Price after such adjustment and setting forth a
      brief
      statement of the facts requiring such adjustment. 

     

    Section
      4. Transfer
      of Warrant.
      

     

    (a) Transferability.
      Subject
      to compliance with any applicable securities laws and the conditions set forth
      in 4(d) hereof and to the provisions of Section 4.7 of the Purchase Agreement,
      this Warrant and all rights
      hereunder (including, without limitation, any registration rights) are
      transferable, in whole or in part, upon surrender of this Warrant at the
      principal office of the Company or its designated agent, together with a written
      assignment of this Warrant substantially in the form attached hereto duly
      executed by the Holder or its agent or attorney and funds sufficient to pay
      any
      transfer taxes payable upon the making of such transfer. Upon such surrender
      and, if required, such payment, the Company shall execute and deliver a new
      Warrant or Warrants in the name of the assignee or assignees and in the
      denomination or denominations specified in such instrument of assignment, and
      shall issue to the assignor a new Warrant evidencing the portion of this Warrant
      not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if
      properly assigned, may be exercised by a new holder for the purchase of Warrant
      Shares without having a new Warrant issued.

     

    (b) New
      Warrants.
      This
      Warrant may be divided or combined with other Warrants upon presentation hereof
      at the aforesaid office of the Company, together with a
      written
      notice specifying the names and denominations in which new Warrants are to
      be
      issued, signed by the Holder or its agent or attorney. Subject to compliance
      with Section 4(a), as to any transfer which may be involved in such division
      or
      combination, the Company shall execute and deliver a new Warrant or Warrants
      in
      exchange for the Warrant or Warrants to be divided or combined in accordance
      with such notice.

     

    (c) Warrant
      Register.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant Register”), in the name
      of
      the record Holder hereof from time to time. The Company may deem and treat
      the
      registered Holder of this Warrant as the absolute owner hereof for the purpose
      of any exercise hereof or any distribution to the Holder, and for all other
      purposes, absent actual notice to the contrary.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (d) Transfer
      Restrictions.
      If, at
      the time of the surrender of this Warrant in connection with any transfer of
      this Warrant, the transfer of this Warrant shall not be registered pursuant
      to
      an effective registration statement under the
      Securities Act and under applicable state securities or blue sky laws, the
      Company may require, as a condition of allowing such transfer (i) that the
      Holder or transferee of this Warrant, as the case may be, furnish to the Company
      a written opinion of counsel (which opinion shall be in form, substance and
      scope customary for opinions of counsel in comparable transactions) to the
      effect that such transfer may be made without registration under the Securities
      Act and under applicable state securities or blue sky laws, (ii) that the holder
      or transferee execute and deliver to the Company an investment letter in form
      and substance acceptable to the Company and (iii) that the transferee be an
      “accredited investor” as defined in Regulation D under the Securities Act or a
      qualified institutional buyer as defined in Rule 144A under the Securities
      Act.

     

    Section
      5. Miscellaneous.
      

     

    (a) Title
      to Warrant.
      Prior
      to the Termination Date and subject to compliance with applicable laws and
      Section 4 of this Warrant, this Warrant and all rights hereunder
      are transferable, in whole or in part, at the office or agency of the Company
      by
      the Holder in person or by duly authorized attorney, upon surrender of this
      Warrant together with the Assignment Form annexed hereto properly endorsed.
      The
      transferee shall sign an investment letter in form and substance reasonably
      satisfactory to the Company.

     

    (b) No
      Rights as Shareholder Until Exercise.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company prior
      to
      the exercise hereof. Upon the surrender of this Warrant and the payment of
      the
      aggregate Exercise Price, the Warrant Shares so purchased shall be and be deemed
      to be issued to such Holder as the record owner of such shares as of the close
      of business on the later of the date of such surrender or payment.

     

    (c) Saturdays,
      Sundays, Holidays, etc.
      If the
      last or appointed day for the taking of any action or the expiration of any
      right required or granted herein shall
      not
      be a Business Day, then such action may be taken or such right may be exercised
      on the next succeeding Business Day.

     

    (d) Authorized
      Shares.
      

     

    The
      Company covenants that during the period the Warrant is outstanding, it will
      reserve from its authorized and unissued Common Stock a sufficient number
of
      shares
      to provide for the issuance of the Warrant Shares upon the exercise of any
      purchase rights under this Warrant. The Company further covenants that its
      issuance of this Warrant shall constitute full authority to its officers who
      are
      charged with the duty of executing stock certificates to execute and issue
      the
      necessary certificates for the Warrant Shares upon the exercise of the purchase
      rights under this Warrant. The Company will take all such reasonable action
      as
      may be necessary to assure that such Warrant Shares may be issued as provided
      herein without violation of any applicable law or regulation, or of any
      requirements of the Trading Market upon which the Common Stock may be
      listed.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (e) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (f) Restrictions.
      The
      Holder acknowledges that the Warrant Shares acquired upon the exercise of this
      Warrant, if not registered, will have restrictions upon resale
      imposed by state and federal securities laws.

     

    (g) Notices.
      Any
      notice, request or other document required or permitted to be given or delivered
      to the Holder by the Company shall be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (h) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant and the rights and obligations
      evidenced hereby shall inure to the benefit of and be binding upon the
      successors of the Company and the successors and permitted assigns of Holder.
      The provisions of this Warrant are intended to be for the benefit of all Holders
      from time to time of this Warrant and shall be enforceable by any such Holder
      or
      holder of Warrant Shares.

     

    (i) Amendment.
      This
      Warrant may be modified or amended or the provisions hereof waived
      with the written consent of the Company and the Holder.

     

    (j) Severability.
      Wherever possible, each provision of this Warrant shall be interpreted in such
      manner as to be effective and valid under applicable law, but
      if
      any provision of this Warrant shall be prohibited by or invalid under applicable
      law, such provision shall be ineffective to the extent of such prohibition
      or
      invalidity, without invalidating the remainder of such provisions or the
      remaining provisions of this Warrant.

     

    (k) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      shall not, for any purpose, be deemed a part of this Warrant.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      officer
      thereunto duly authorized.

     

    
      	
              ORAMED
                PHARMACEUTICALS INC.

            
	 
	 
	 
	
              By:
                /s/Nadav
                Kidron                                         
                

            
	
              Name:
                Nadav Kidron

            
	
              Title:
                Chief Executive Officer

            


    

    Dated:
      July 14, 2008

    


     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    


    NOTICE
      OF
      EXERCISE

     

    


    


    


    
      	TO:	
              Oramed
                Pharmaceuticals Inc.

            


    

    2
      Elza
      Street

    Jerusalem,
      Israel 93706

    Attn:
      Nadav Kidron 

    


    


    (1) The
      undersigned hereby elects to purchase __________ Warrant Shares of the Company
      pursuant to the terms of the attached Warrant (only if exercised in full),
      and tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

     

    (2) Please
      issue a certificate or certificates representing said Warrant Shares
in
      the
      name of the undersigned or in such other name as is specified
      below:

     

    _________________________________________

     

    The
      Warrant Shares shall be delivered to the following:

     

    __________________________________________
      

    __________________________________________
      

    __________________________________________
      

     

    (3) Accredited
      Investor.
      The
      undersigned is an “accredited investor” as defined in
      Regulation D promulgated under the Securities Act of 1933, as
      amended.

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    


    [SIGNATURE
      OF HOLDER]

     

    


    Name
      of
      Investing Entity: __________________________________________

    Signature
      of Authorized Signatory of Investing Entity:
      _______________________________

    Name
      of
      Authorized Signatory: __________________________________________

    Title
      of
      Authorized Signatory: ___________________________________________

    Date:
      _______________________

    


     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    


    ASSIGNMENT
      FORM

     

    (To
      assign the foregoing warrant, execute 

    this
      form
      and supply required information.

    Do
      not
      use this form to exercise the warrant.)

     

    FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are
hereby
      assigned to whose address is ________________________________________________
      

    ____________________________________________________________________________

    


     

    


     

    


     

    Dated:
      _____________________

     

     
      Holder’s Signature:     

    


     
      Holder’s Address: _________________________

    _________________________
      

    _________________________
      

    


    


    Signature
      Guaranteed: _____________________________

    


    


    


    


    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust company. Officers
of
      corporations and those acting in a fiduciary or other representative capacity
      should file proper evidence of authority to assign the foregoing
      Warrant.

    


    
      
         

      

      
        10