CONSULTING
      AGREEMENT

    


    This
      Consulting Agreement (this “Agreement”)
      is
      dated July 1, 2008, by and between ORAMED
      Ltd., a
      company
      incorporated under the laws of the State of Israel, # 513976712 with an address
      at High-Tech Park 2/5, Givat Ram, Jerusalem, Israel 93706 (the “Company”)
      and
KNRY,
      Ltd.,
      a
      company
      incorporated under the laws of the State of Israel, # 513836502 with an address
      at 2 Elza Street, Jerusalem, Israel 93706 (the
      "Consultant").

    


    R
      E C
      I T A L S:

    


    
      	WHEREAS	
              the
                Company wishes to obtain consulting services from the Consultant
                to be
                provided by Dr. Miriam Kidron Israeli I.D. number _______ (“Miriam”)
                exclusively and the Consultant wishes to provide the Company with
                consulting services as an external consultant to the Company through
                Miriam exclusively and pursuant to the terms and conditions of this
                Agreement; and

            


    

    


    
      	WHEREAS	
              the
                parties wish to regulate their legal relations as set forth in this
                Agreement

            


    

    


    NOW,
      THEREFORE, the parties hereto hereby agree as follows:

    


    
      	
              1.

            	
              Appointment
                -
                The Company hereby appoints the Consultant, and the Consultant hereby
                agrees to serve the Company through Miriam exclusively, in the capacity
                of
                a consultant to the Company. For the avoidance of doubt it is hereby
                clarified that in the event the Consultant ceases to provide the
                Consulting Services (as hereinafter defined) through Miriam exclusively,
                the Company shall have the right to terminate this Agreement immediately
                upon notification of such termination, without any further
                notice.

            


    

    


    
      	
              2.

            	
              The
                Consulting Services
                -
                Until the termination of this Agreement, the Consultant through Miriam
                exclusively shall, as and when requested by the Company, act as a
                consultant and render his assistance and participation as the Chief
                Medical and Technology Officer of the Company and the Company’s US parent
                (for purposes of this Agreement both the Company and its parent shall
                be
                hereinafter referred to as: the “Company”),
                giving, on a full time basis the full benefit of his knowledge, expertise,
                technical skill and ingenuity, in all matters involved in or relating
                to
                the business thereof (the “Consulting
                Services”).
                

            


    

    


    
      	
              3.

            	
              Supervision
                -
                While acting as a consultant for the Company through Miriam exclusively,
                the Consultant and Miriam shall be under the supervision of the Board
                of
                Directors of the Company and the Boards of Directors of the Company’s
                parent (shall be hereinafter collectively referred to as the “Board”),
                and shall report to and receive instructions from the Board. 

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    
      	
              4.

            	
              Commencement
                of the Agreement -
                The contractual relationship pursuant to this Agreement commenced
                on
                August 1, 2007 (the “Commencement
                Date”).

            


    

    


    
      	
              5.

            	
              Term
                -
                Either party may terminate this Agreement, for any reason whatsoever,
                upon
                the provision of a 60 days prior written notice (the "Prior
                Written Notice").
                   

            


    

    


    Notwithstanding
      the foregoing, the Company may, at any time following the Commencement Date,
      terminate this Agreement immediately by provision of a written notice (and
      without any further notice, including the Prior Written Notice referred to
      above), in which case the termination date of this Agreement shall be the
      effective date of such notice of immediate termination, in any of the following
      circumstances:

    


    
      	 	
              5.1

            	
              Commission
                of a criminal offence, breach of trust or action adverse to the Company,
                its monies, property, assets or employees by the Consultant and/or
                Miriam.

            


    

    


    
      	 	
              5.2

            	
              Breach
                of any of the Consultant’s and/or Miriam’s undertakings as set forth in
                this Agreement.

            


    

    


    
      	 	
              5.3

            	
              The
                Consultant is for any reason unable to provide the Consulting Services
                through Miriam exclusively at a reasonable time as required by the
                Company
                pursuant to this Agreement.

            


    

    


    
      	
              6.

            	
              Compensation
                -
                Effective from May 2008 (inclusive), the Company shall pay to the
                Consultant in consideration for the performance of the Consulting
                Services
                a gross monthly amount of 50,400 + VAT (the “Consideration”),
                subject to the receipt by the Company of an invoice from the Consultant.
                Each of the Consultant and Miriam hereby declares that neither of
                them
                has, nor shall have in the future, any claims or demands in respect
                of
                amounts paid prior to May 2008. 

            


    

    


    
      	
              7.

            	
              Reimbursement
                of Expenses
                -
                The Consultant will be reimbursed for any reasonable expenses incurred
                in
                connection with the performance of the Consulting Services under
                this
                Agreement subject to the Company’s prior written authorization, and
                provided, that, the Consultant submits such verification of the expenses
                as the Company may require. The Company will reimburse the Consultant
                for
                previously approved expenses in accordance with the Company’s then
                applicable expense reimbursement
                policy

            


    

    


    Additionally,
      the Company shall reimburse the Consultant for pre-approved travel expenses
      incurred in connection with the performance of the Consulting Services under
      this Agreement.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    
      	
              8.

            	
              Company
                car
                -
                In addition to the Consideration, the Company shall provide the Consultant
                with leased car of category 2 for the use and maintenance of Miriam.
                The
                Company shall incur all reasonable expenses associated with use of
                the
                Car, including fuel expenses, however excluding personal traffic
                fines,
                payments to the tax authorities resulting from the use of the Car
                ("Shovi
                Shimush")
                and the like. The use of the Car shall be in accordance with the
                provisions of the Company's car policy, as may be amended from time
                to
                time by the Company. The Consultant shall bear any tax payments resulting
                from the aforesaid, to the extent applicable. The Car will be returned
                to
                the Company by Miriam immediately upon termination of this Agreement,
                for
                any reason whatsoever.

            


    

    


    
      	
              9.

            	
              Directors'
                and Officers' Liability Coverage.
                The Company shall provide the Consultant, for the Benefit of Miriam,
                (including her heirs, executors and administrators) with coverage
                under a
                standard directors' and officers' liability insurance policy at the
                Company's expense.

            


    

    


    
      	
              10.

            	
              Notwithstanding
                the above, the Company has the right to withhold any amounts from
                payments
                made to the Consultant under this Agreement, including, inter alia,
                the
                Consideration, to the extent necessary to comply with any tax law
                and any
                other laws of the State of Israel. 

            


    

    


    
      	
              11.

            	
              Trade
                Secrets - Intellectual Property Rights
                -
                

            


    

    


    
      	 	
              11.1

            	
              Propriety
                Information
                -
                Each of the Consultant and Miriam agrees during the term of this
                Agreement
                and thereafter that it/he will take all steps reasonably necessary
                to hold
                the Company’s Proprietary Information in trust and confidence, will not
                use Proprietary Information in any manner or for any purpose other
                than
                providing the Company with the Consulting Services, and will not
                disclose
                any such Proprietary Information to any third party without first
                obtaining Company’s express written consent on a case-by-case basis. By
                way of illustration but not limitation “Proprietary
                Information”
                includes (a) trade secrets, inventions, mask works, ideas, processes,
                formulas, source and object codes, data, programs, other works of
                authorship, know-how, improvements, discoveries, developments, designs
                and
                techniques (hereinafter collectively referred to as “Inventions”);
                and (b) information regarding plans for research, development, new
                products, marketing and selling, business plans, budgets and unpublished
                financial statements, licenses, prices and costs, suppliers and customers;
                and (c) information regarding the skills and compensation of other
                employees of Company.

            


    

    


    
      	 	
              11.2

            	
              Third
                Party Information -
                Each of the Consultant and Miriam understands that the Company has
                received and will in the future receive from third parties confidential
                or
                proprietary information (“Third
                Party Information”).
                Each of the Consultant and Miriam agrees to hold Third Party Information
                in confidence and not to disclose to anyone (other than Company personnel
                who need to know such information in connection with their work for
                the
                Company) or to use, except in connection with the provision of the
                Consulting Services to the Company, Third Party Information unless
                expressly authorized in writing by the
                Company.

            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    
      	 	
              11.3

            	
              Ownership
                of Company Work Product
                -
                As used in this Agreement, the term“Company
                Work Product”
                means any Proprietary Information
                that is solely or jointly conceived, made, reduced to practice, or
                learned
                by the Consultant and/or Miriam in the course of any Consulting Services
                provided to the Company or in connection
                therewith.

            


    

    Each
      of
      the Consultant and Miriam irrevocably assigns to the Company all right, title
      and interest worldwide in and to the Company Work Product and all applicable
      intellectual property rights related to the Company Work Product, including
      without limitation, copyrights, trademarks, trade secrets, patents, moral
      rights, contract and licensing rights (the “Proprietary Rights”).
      Each
      of the Consultant and Miriam retains no rights to use the Company Work Product
      and agrees not to challenge the validity of Company’s ownership in the Company
      Work Product.

    


    
      	 	
              11.4

            	
              Assistance
                -
                Each of the Consultant and Miriam agrees to cooperate with the Company
                or
                its designee(s), both during and after the termination of this Agreement,
                in the procurement, maintenance and protection of the Company's rights
                in
                Company Work Product and to execute, when requested, any other documents
                deemed necessary by the Company to carry out the purpose of this
                Agreement.

            


    

    For
      the
      avoidance of any doubt, it is hereby declared that Consultant's and Miriam’s
      aforementioned undertakings are not limited in time, and shall survive the
      termination of this Agreement. 

    


    
      	
              12.

            	
              No
                Conflict of Interest -
                Each of the Consultant and Miriam agrees during the term of the Agreement
                not to accept any work or enter into any contract or understanding
                or
                accept an obligation, inconsistent or incompatible with the Consultant’s
                and/or Miriam’s obligations under this Agreement or the scope of the
                Consulting Services. Each of the Consultant and Miriam warrants that
                there
                is no other existing contract or duty on the Consultant’s and/or Miriam’s
                part inconsistent with this Agreement. Each of the Consultant and
                Miriam
                further agrees not to disclose to the Company, or induce the Company
                to
                use any confidential information that belongs to anyone other than
                the
                Company or the Consultant. 

            


    

    


    
      	
              13.

            	
              Independent
                Consultant Relationship
                -
                Each of the Consultant and Miriam hereby declares and undertakes
                that its
                relationship with the Company will be that of an independent consultant
                and nothing in this Agreement should be construed to create a partnership,
                joint venture, or employer-employee relationship between the Company
                and
                the Consultant and/or Miriam. Each of the Consultant and Miriam agrees
                that it/he will not be entitled to any of the benefits that the Company
                may make available to its employees, such as group insurance, profit
                sharing or retirement benefits, unless otherwise mentioned herein.
                Furthermore, Each of the Consultant and Miriam agrees that no title
                that
                the Consultant and/or Miriam shall carry while acting in the capacity
                of a
                consultant of the Company, nor any conduct by the Company or the
                Consultant, shall derogate from this Section
                13.

            


    

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    The
      Consultant will be solely responsible for all tax returns and payments required
      to be filed with or made to any tax authority with respect to the Consultant’s
      performance of the Consulting Services and receipt of fees under this Agreement.
      Because the Consultant is an independent contractor, the Company will not
      withhold or make payments for National Insurance Institute; make unemployment
      insurance or disability insurance contributions; or obtain worker’s compensation
      insurance on the Consultant’s behalf. 

    


    Furthermore,
      each of the Consultant and Miriam hereby declares, that the Consultant is the
      sole employer of Miriam and therefore the Consultant has the sole and complete
      liability for Miriam’s employment in any aspect whatsoever including,
      inter
      alia,
      obligations such as payment of taxes, National Insurance, disability, severance
      pay and other contributions based on fees paid to Miriam. The Consultant hereby
      agrees to indemnify and defend the Company against any and all such taxes or
      contributions, including penalties and interest, and the Company shall be
      entitled to require the Consultant to produce evidence of effecting the payments
      as aforesaid.

    


    
      	
              14.

            	
              If,
                for any reason whatsoever a competent authority, including a judicial
                body, determines that the Consultant or Miriam is the Company’s employee
                and thus entitled to the benefits of an employee, the following provisions
                shall apply: 

            


    

    


    
      	 	
              14.1

            	
              In
                lieu of the consideration that was paid to the Consultant from the
                commencement of this Agreement the Consultant or Miriam shall be
                deemed
                only entitled to gross consideration equal to 80% of the consideration
                paid under this Agreement (the “Adjusted Consideration”)
                from the date of the commencement of this Agreement. 

            


    

    


    
      	 	
              14.2

            	
              Each
                of the Consultant and Miriam undertakes, jointly and severally, to
                immediately refund to the Company any amount paid from the Commencement
                Date of this Agreement in excess of the Adjusted Consideration, such
                being
                linked to the Israeli consumer price index (the base index - the
                index known on the date of each payment made under this Agreement;
                the new
                index - the index known on the date of actual refund by the
                Consultant or Miriam). 

            


    

     

    
      	
              15.

            	
              Consultant
                Representation and Warranties
                -
                The
                Consultant hereby represents and warrants that the Consultant has
                full
                right and power to enter into and perform this Agreement without
                the
                consent of any third party. 

            


    

    


    
      	
              16.

            	
              Non-Competition
                and Non-Solicitation.
                

            


    

    


    
      	 	
              16.1

            	
              Each
                of the Consultant and Miriam hereby agrees and undertakes that it/he
                will
                not serve, so long as the engagement hereunder is applicable and
                for a
                period of 12 months following termination thereof for whatever reason,
                directly or indirectly, as owner, partner, joint venture, stockholder,
                employee, broker, agent, principal, corporate officer, director,
                licensor
                or in any other capacity whatever engage in, become financially interested
                in, be employed by, or have any connection with any business or venture
                that competes with the Company's business, including any business
                which,
                when this Agreement terminates, the Company contemplates in good
                faith to
                be materially engaged in within six (6) months thereafter, provided
                that
                the Company has taken demonstrable actions to promote such engagement
                or
                that the Company's Board has adopted a resolution authorizing such
                actions
                prior to the date of termination; provided, however, that Each of
                the
                Consultant and Miriam may own securities of any corporation which
                is
                engaged in such business and is publicly owned and traded but in
                an amount
                not to exceed at any one time one percent (1%) of any class of stock
                or
                securities of such company, so long neither of them has an active
                role in
                the publicly owned and traded company as director, employee, consultant
                or
                otherwise.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    
      	 	
              16.2

            	
              Each
                of the Consultant and Miriam hereby agrees and undertakes that during
                the
                period of this engagement and for a period of 12 months following
                the
                termination thereof for whatever reason, they will not, directly
                or
                indirectly, including personally or in any business in which any
                of them
                is an officer, director or shareholder, for any purpose or in any
                place,
                employ any person (as an employee or consultant) employed or engaged
                by
                the Company at such time or during the preceding twelve
                months.

            


    

    


    
      	
              17.

            	
              Return
                of Company Property
                -
                Upon termination of this Agreement or earlier as requested by the
                Company,
                each of the Consultant and Each of the Consultant and Miriam hereby
                will
                deliver to the Company any and all drawings, notes, memoranda,
                specifications, devices, electronic devices, formulas, and documents,
                together with all copies thereof, and any other material containing
                or
                disclosing any Company Work Product, Third Party Information or
                Proprietary Information of the
                Company.

            


    

    Data
      and
      software stored on magnetic and other media that cannot be returned shall be
      destroyed by the Consultant or Each of the Consultant and Miriam hereby together
      with all copies thereof.

    


    
      	
              18.

            	
              General
                Provisions
                -
                

            


    

    


    
      	 	
              18.1

            	
              Severability
                -
                In case any one or more of the provisions contained in this Agreement
                shall, for any reason, be held to be invalid, illegal or unenforceable
                in
                any respect, such invalidity, illegality or unenforceability shall
                not
                affect the other provisions of this Agreement, and this Agreement
                shall be
                construed as if such invalid, illegal or unenforceable provision
                had never
                been contained herein. If moreover, any one or more of the provisions
                contained in this Agreement shall for any reason be held to be excessively
                broad as to duration, geographical scope, activity or subject, it
                shall be
                construed by limiting and reducing it, so as to be enforceable to
                the
                extent compatible with the applicable law as it shall then
                appear.

            


    

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    
      	 	
              18.2

            	
              Governing
                Law
                -
                This Agreement shall be governed by and constructed in accordance
                with the
                laws of the State of Israel. The parties hereby expressly consent
                to the
                exclusive jurisdiction of the court located in Tel-Aviv, Israel,
                and all
                disputes or claims arising out of or related to this Agreement shall
                be
                exclusively resolved by the courts located in Tel-Aviv, Israel.
                

            


    

    


    
      	 	
              18.3

            	
              No
                Assignment
                -
                This Agreement may not be assigned by the Consultant and/or Each
                of the
                Consultant and Miriam hereby without the Company’s prior and written
                consent, and any such attempted assignment shall be void and of no
                effect.

            


    

    


    
      	 	
              18.4

            	
              Waiver
                -
                No waiver by a party of any breach of this Agreement shall be a waiver
                of
                any preceding or succeeding breach. No waiver by a party of any right
                under this Agreement shall be construed as a waiver of any other
                right.
                

            


    

    


    
      	 	
              18.5

            	
              Entire
                Agreement
                -
                This Agreement is the final, complete and exclusive agreement of
                the
                parties with respect to the subject matter hereof and
                supersedes and
                merges all prior agreements and/or discussions between the parties.
                No
                modification of or amendment to this Agreement, nor any waiver of
                any
                rights under this Agreement, will be effective unless in writing
                and
                signed by the party to be charged.

            


    

    


    
      	 	
              18.6

            	
              Notices
                -
                All communications under this Agreement shall be in writing and shall
                be
                delivered by hand or facsimile or mailed by registered or certified
                mail,
                postage prepaid:

            


    

    


    (i)
      If to
      the Consultant, at [to
      be completed]
      (facsimile: ( ) - ), or at such other address or facsimile number as the
      Consultant may have furnished the Company in writing,

    


    (ii)
      if
      to the Company, at High-Tech Park 2/5, Givat Ram, PO Box 39098, Jerusalem,
      Israel 91390, (facsimile: (02-5660004), marked for the attention of CFO or
      at
      such other address or facsimile number as it may have furnished the Consultant
      in writing.

    


    Any
      notice so addressed shall be deemed to be given: if delivered by hand or by
      facsimile, on the date of such delivery; if mailed by courier, on the first
      business day following the date of such mailing; and if mailed by registered
      or
      certified mail, on the third business day after the date of such
      mailing.

    


    
      	 	
              18.7

            	
              Survival
                -
                Sections 11, 13, 14, 16 and 17 shall survive termination of this
                Agreement.

            


    

    


    
      	 	
              18.8

            	
              Section
                Headings
                -
                The headings of the sections and subsections of this Agreement are
                inserted for convenience only and shall not be deemed to constitute
                a part
                thereof.

            


    

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date first
      written above.

    


    
      	
              Oramed
                Ltd

            	
              KNRY
                Ltd

            
	 	 
	
              /s/Chaime
                Orlev                                                     
                

            	
              /s/Nadav
                Kidron                                           
                

            
	
              By:
                Chaime
                Orlev                                                  

            	
              By:
                Nadav
                Kidron                                         
                

            
	
              Title:
                Chief Financial
                Officer                               

            	
              Title:
                President                                              
                

            


    

    



    I
      hereby
      confirm that I have read this Agreement, understood its terms and agree to
      be
      personally bound by all its terms and provisions, including without limitations,
      the provisions of Section 11 and 14 thereto. 

    


    


    
      	
              /s/Miriam
                Kidron                          
                

            	
              July
                1,
                2008                                  
                

            
	
              Miriam
                Kidron

            	
              Date

            


    

    


    
      
         

      

      
        8