SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (this "Agreement")
      is
      dated as of July 14, 2008, between Oramed Pharmaceuticals Inc., a Nevada
      corporation (the "Company"),
      and
      the investors identified on the signature page hereto (each, an "Investor"
      and
      collectively the “Investors”).

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      Section 4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”)
      and
      Rule 506 promulgated thereunder, the Company desires to issue and sell to each
      Investor, and each Investor desires to purchase from the Company certain
      securities of the Company, as more fully described in this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and the Investors agree as
      follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1 Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms shall have the meanings indicated in this
      Section 1.1:

     

    "Affiliate"
      means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person, as such
      terms are used in and construed under Rule 144.

     

    "Common
      Stock"
      means
      the common stock of the Company, par value $0.001 per share, and any securities
      into which such common stock may hereafter be reclassified. 

     

    "Investment
      Amount"
      means,
      with respect to each Investor, the investment amount indicated below such
      Investor's name on the signature page of this Agreement and as set forth on
      Schedule
      1.

     

    "Per
      Unit Purchase Price"
      means
      $0.60.

     

    "Person"
      means an
      individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    "Rule
      144"
      means
      Rule 144 promulgated by the Securities and Exchange Commission pursuant to
      the
      Securities Act, as such Rule may be amended from time to time, or any similar
      rule or regulation hereafter adopted by the Securities and Exchange Commission
      having substantially the same effect as such Rule.

     

    "Securities"
      means
      the Shares, the Warrants and the Warrant Shares.

     

    "Shares"
      means
      the shares of Common Stock issued or issuable to the Investors pursuant to
      this
      Agreement.

     

    "Short
      Sales"
      means,
      without limitation, all "short sales" as defined in Rule 200 of Regulation
      SHO
      of the Securities Exchange Act of 1934, as amended.

     

    "Transaction
      Documents"
      means
      this Agreement, the Warrants and any other documents or agreements executed
      in
      connection with the transactions contemplated hereunder.

     

    "Warrants"
      means
      the Common Stock purchase warrants in the form of Exhibit A.

     

    "Warrant
      Shares"
      means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1 Agreement
      of Sale.
      Subject
      to the terms and conditions set forth in this Agreement, the Company shall
      issue
      and sell to each Investor, and each Investor shall purchase from the Company,
      the Shares and the Warrants representing such Investor’s Investment Amount as
      set forth opposite the Investor’s name on Schedule
      1.
      

     

    2.2 Payment
      of Purchase Price.
      Concurrently with the delivery of this Agreement, each Investor has delivered
      (by check or wire transfer) the aggregate amount of the Investor’s Investment
      Amount in payment for the Shares and Warrants in accordance with the
      instructions set forth on Schedule
      2
      hereof.

     

    2.3 Delivery
      of Certificates.
      Upon
      Company’s receipt of each Investor’s Investment Amount, the Company shall
      deliver to such Investor (i) certificates evidencing the number of Shares equal
      to each Investor’s Investment Amount divided by the Per Unit Purchase Price,
      registered in the name of such Investor as set forth on Schedule 1 and (ii)
      Warrants, registered in the name of each Investor, pursuant to which such
      Investor shall have the right to acquire the number of shares of Common Stock
      equal to 50% of the number of Shares issuable to such Investor pursuant to
      Section 2.3(i).

     

    
      
         

      

      
        2

        
          

        

      

      
         


    

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to the Investors as follows:

     

    (a) Authorization;
      Enforcement.
      The
      Company is an entity duly organized, validly existing and in good standing
      under
      the laws of Nevada with the requisite corporate power and authority to enter
      into and to consummate the transactions contemplated by the applicable this
      Agreement and otherwise to carry out its obligations hereunder. This Agreement
      has been duly executed by the Company, and when delivered by the Company in
      accordance with terms hereof, will constitute the valid and legally binding
      obligation of the Company, enforceable against it in accordance with its
      terms.

     

    3.2  Representations
      and Warranties of the Investor.
      The
      Investor hereby represents and warrants to the Company as follows:

     

    (a) Authorization;
      Enforcement.
      Such
      Investor represents and warrants that (i) it is an entity duly organized,
      validly existing and in good standing under the laws of the jurisdiction of
      its
      organization with the requisite corporate or partnership power and authority
      to
      enter into and to consummate the transactions contemplated by the applicable
      this Agreement and otherwise to carry out its obligations hereunder. This
      Agreement has been duly executed by such Investor, and when delivered by such
      Investor in accordance with terms hereof, will constitute the valid and legally
      binding obligation of such Investor, enforceable against it in accordance with
      its terms.

     

    (b) Investment
      Intent.
      Such
      Investor is acquiring the Securities as principal for its own account for
      investment purposes only and not with a view to or for distributing or reselling
      such Securities or any part thereof, without prejudice, however, to such
      Investor's right at all times to sell or otherwise dispose of all or any part
      of
      such Securities in compliance with applicable federal and state securities
      laws.
      Such Investor is acquiring the Securities hereunder in the ordinary course
      of
      its business. Such Investor does not have any agreement or understanding,
      directly or indirectly, with any Person to distribute any of the
      Securities.

     

    (c) Investor
      Status.
      At the
      time such Investor was offered the Securities, it was, and at the date hereof
      it
      is, and on each date on which it exercises the Warrants it will be, an
      "accredited investor" as defined in Rule 501(a) under the Securities Act. Such
      Investor is not required to be registered as a broker-dealer under Section
      15 of
      the Securities Exchange Act of 1934, as amended.

     

    (d) General
      Solicitation.
      Such
      Investor is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (e) Access
      to Information.
      Such
      Investor acknowledges that it has been afforded (i) the opportunity to ask
      such
      questions as it has deemed necessary of, and to receive answers from,
      representatives of the Company concerning the terms and conditions of the
      offering of the Shares and the merits and risks of investing in the Securities;
      (ii) access to information about the Company and its financial condition,
      results of operations, business, properties, management and prospects sufficient
      to enable it to evaluate its investment; and (iii) the opportunity to obtain
      such additional information that the Company possesses or can acquire without
      unreasonable effort or expense that is necessary to make an informed investment
      decision with respect to the investment. Such Investor understands that a
      purchase of the Securities is a speculative investment involving a high degree
      of risk. Such Investor is aware that there is no guarantee that such Investor
      will realize any gain from this investment, and that such Investor could lose
      the total amount of this investment. Such Investor acknowledges that it has
      received no representations or warranties from the Company or its employees
      or
      agents in making this investment decision other than as set forth in this
      Agreement.

     

    (f) Independent
      Investment Decision.
      Such
      Investor has independently evaluated the merits of its decision to purchase
      Securities pursuant to this Agreement, such decision has been independently
      made
      by such Investor and such Investor confirms that it has only relied on the
      advice of its own business and/or legal counsel and not on the advice of any
      other Investor’s business and/or legal counsel in making such
      decision.

     

    (g) Short
      Sales.
      Such
      Investor has not directly or indirectly, nor has any Person acting on behalf
      of
      or pursuant to any understanding with such Investor, executed any Short Sales
      in
      the securities of the Company since the date that such Investor was first
      contacted regarding an investment in the Company.

     

    (h) Residency.
      Such
      Investor is a resident of that jurisdiction specified as the address that the
      Investor is to receive notices hereunder on the signature pages hereto.


     

    (i) Limitations
      on Transfers. Such
      Investor acknowledges that the Securities must be held indefinitely unless
      subsequently registered under the Securities Act or unless an exemption from
      such registration is available. Such Investor is aware of the provisions of
      Rule
      144 promulgated under the Securities Act which permit limited resale of
      securities purchased in a private placement subject to the satisfaction of
      certain conditions, which may include, among other things, the existence of
      a
      public market for the securities, the availability of certain current public
      information about the Company, the resale occurring not less than six months
      after a party has purchased and paid for the security to be sold, the sale
      being
      effected through a “broker’s transaction” or in transactions directly with a
“market maker” and the number of securities being sold during any three month
      period not exceeding specified limitations.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (j) Anti-Money
      Laundering Compliance. Such
      Investor acknowledges that the Company seeks to comply with all applicable
      laws
      concerning money laundering and related activities. In furtherance of those
      efforts, such Investor represents, warrants and agrees that, to the best of
      such
      Investor’s knowledge based upon appropriate diligence and investigation, (i)
      none of the cash or property that such Investor has paid, will pay or will
      contribute to the Company has been or shall be derived from, or related to,
      any
      activity that is deemed criminal under United States law, and (ii) no
      contribution or payment by such Investor to the Company, to the extent that
      they
      are within such Investor’s control, shall cause the Company to be in violation
      of the United States Bank Secrecy Act, the United States Money Laundering
      Control Act of 1986 or the United States International Money Laundering
      Abatement and Anti-Terrorist Financing Act of 2001. Such Investor agrees to
      promptly notify the Company if any of these representations cease to be true
      and
      accurate regarding such Investor. Such Investor further agrees to provide to
      the
      Company any additional information regarding such Investor that the Company
      deems necessary or convenient to ensure compliance with all applicable laws
      concerning money laundering and similar activities. If at any time it is
      discovered that any of the foregoing representations is incorrect, or if
      otherwise required by applicable law or regulation related to money laundering
      and similar activities, the Company may undertake appropriate actions to ensure
      compliance with applicable law or regulation, including, but not limited to
      segregation and/or redemption of such Investor’s investment in the Company. Such
      Investor further understands that the Company may release confidential
      information about such Investor and, if applicable, any underlying beneficial
      owners, to proper authorities if the Company, in its sole discretion, determines
      that it is in the best interests of the Company in light of relevant rules
      and
      regulations under the laws set forth above.

     

    (k) Company
      Reliance.
      Such
      Investor expressly acknowledges and agrees that the Company is relying upon
      such
      Investor’s representations contained in this Agreement.

     

    


     

    ARTICLE
      IV.

    MISCELLANEOUS

     

    4.1 Certificates.

     

    (a) Securities
      may only be disposed of in compliance with state and federal securities laws.
      In
      connection with any transfer of the Securities other than pursuant to an
      effective registration statement, the Company may require the transferor thereof
      to provide to the Company an opinion of counsel selected by the transferor,
      reasonably acceptable to the Company, the form and substance of which opinion
      shall be reasonably satisfactory to the Company, to the effect that such
      transfer does not require registration of such transferred Securities under
      the
      Securities Act. 

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    (b) Certificates
      evidencing the Securities will contain the following legend, until such time
      as
      they are not required:

     

    [NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT 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. [THESE SECURITIES AND THE SECURITIES ISSUABLE UPON
      EXERCISE OF THESE SECURITIES] [THESE SECURITIES] MAY BE PLEDGED IN CONNECTION
      WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

     

    (c) Certificates
      evidencing the Shares and Warrant Shares shall not contain any legend (including
      the legend set forth in Section 4.1(b)): (i) following a sale of such Securities
      pursuant to an effective registration statement, or (ii) following a sale of
      such Shares or Warrant Shares pursuant to Rule 144 (assuming the transferor
      is
      not an Affiliate of the Company), or (iii) while such Shares or Warrant Shares
      are eligible for sale under Rule 144 without limitations or restrictions by
      virtue of a holder’s or previous holder’s status as an Affiliate. Following such
      time as restrictive legends are not required to be placed on certificates
      representing Shares or Warrant Shares pursuant to the preceding sentence, the
      Company will, no later than five business days following the delivery by such
      Investor to the Company or the Company's transfer agent of a certificate
      representing Shares or Warrant Shares containing a restrictive legend, deliver
      or cause to be delivered to such Investor a certificate representing such Shares
      or Warrant Shares that is free from all restrictive and other legends.


     

    


    4.2 Indemnification.
      Each
      Investor acknowledges that he, she or it understands the meaning and legal
      consequences of the representations and warranties that are contained herein
      and
      hereby agrees to indemnify, save and hold harmless the Company and its
      directors, officers, employees and counsel, from and against any and all claims
      or actions arising out of a breach of any representation, warranty or
      acknowledgment of such Investor contained in this Agreement. Such
      indemnification shall be deemed to include not only the specific liabilities
      or
      obligations with respect to which such indemnity is provided, but also all
      reasonable costs, expenses, counsel fees and expenses of settlement relating
      thereto, whether or not any such liability or obligation shall have been reduced
      to judgment. In addition, each Investor’s representations, warranties and
      indemnification contained herein shall survive such Investor’s purchase of the
      Securities hereunder. 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    4.3 Entire
      Agreement; Amendment.
      The
      parties have not made any representations or warranties with respect to the
      subject matter hereof not set forth herein. This Agreement, together with the
      Warrants and any other instruments executed simultaneously herewith, constitute
      the entire agreement between the parties with respect to the subject matter
      hereof. All understandings and agreements heretofore between the parties with
      respect to the subject matter hereof are merged in this Agreement and any such
      instruments, which alone fully and completely expresses their agreement. This
      Agreement may not be changed, modified, extended, terminated or discharged
      orally, but only by an agreement in writing, which is signed by all of the
      parties to this Agreement.

     

    4.4 Notices.
      Any
      notice required or permitted to be given to a party pursuant to the provisions
      of this Agreement will be in writing and will be effective on (i) the date
      of
      delivery by facsimile, (ii) the business day after deposit with a nationally
      recognized courier or overnight service, including Express Mail, for United
      States deliveries or (iii) five (5) business days after deposit in the United
      States mail by registered or certified mail for United States deliveries. All
      notices not delivered personally or by facsimile will be sent with postage
      and
      other charges prepaid and properly addressed to the party to be notified at
      the
      address set forth below such party’s signature of this Agreement or at such
      other address as such party may designate by ten (10) days advance written
      notice to the other parties hereto. The address for such notices and
      communications shall be as follows:

     

    
      	
              If
                to the Company:

            	
              Oramed
                Pharmaceuticals Inc.

            
	 	
              2
                Elza Street

            
	 	
              Jerusalem,
                Israel 93706

            
	 	
              Attn:
                Nadav Kidron

            
	 	
              Facsimile:
                972 2 566 0004

            
	 	 
	
              With
                a copy to:

            	
              Sills
                Cummis & Gross P.C.

            
	 	
              One
                Riverfront Plaza

            
	 	
              Newark,
                NJ 07102

            
	 	
              Attn:
                Eliezer Helfgott

            
	 	
              Facsimile:
                973-643-6500

            
	 	 
	
              If
                to an Investor:

            	
              To
                the address set forth under such Investor's name

            
	
               

            	
              on
                the signature pages hereof.

            


    

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    4.5 Delays
      or Omissions.
      Except
      as otherwise specifically provided for hereunder, no party shall be deemed
      to
      have waived any of his or her or its rights hereunder or under any other
      agreement, instrument or document signed by any of them with respect to the
      subject matter hereof unless such waiver is in writing and signed by the party
      waiving said right. Except as otherwise specifically provided for hereunder,
      no
      delay or omission by any party in exercising any right with respect to the
      subject matter hereof shall operate as a waiver of such right or of any such
      other right. A waiver on any one occasion with respect to the subject matter
      hereof shall not be construed as a bar to, or waiver of, any right or remedy
      on
      any future occasion. All rights and remedies with respect to the subject matter
      hereof, whether evidenced hereby or by any other agreement, instrument or
      document, will be cumulative, and may be exercised separately or
      concurrently.

     

    4.6 Severability.
      If any
      provision of this Agreement is held to be unenforceable under applicable law,
      then such provision shall be excluded from this Agreement, and the balance
      of
      this Agreement shall be interpreted as if such provision was so excluded and
      shall be enforceable in accordance with its terms.

     

    4.7 Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, the provisions hereof shall inure to
      the
      benefit of, and be binding upon, the successors, assigns, heirs, executors
      and
      administrators of the parties hereto.

     

    4.8 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, and all of which together shall constitute one
      instrument.

     

    4.9 Survival
      of Warranties.
      The
      representations, warranties, covenants and agreements of the Company and the
      Investors contained in or made pursuant to this Agreement shall survive the
      execution and delivery of this Agreement and shall in no way be affected by
      any
      investigation made by an Investor or the Company.

     

    4.10 Further
      Action.
      The
      parties agree to execute any and all such other and further instruments and
      documents, and to take any and all such further actions reasonably required
      to
      effectuate this Agreement and the intent and purposes hereof.

     

    4.11 Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party. This Agreement shall be
      construed as if drafted jointly by the parties, and no presumption or burden
      of
      proof shall arise favoring or disfavoring any party by virtue of the authorship
      of any provisions of this Agreement.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    4.12 No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    4.13 Governing
      Law; Venue and Waiver of Jury Trial.
      This
      Agreement is to be construed in accordance with and governed by the internal
      laws of the State of Nevada without giving effect to any choice of law rule
      that
      would cause the application of the laws of any jurisdiction other than the
      internal laws of the State of Nevada to the rights and duties of the parties.
      The Company and the Investors agree that any suit, action, or proceeding arising
      out of or relating to this Agreement shall be brought in the United States
      District Court for the District of Nevada (or should such court lack
      jurisdiction to hear such action, suit or proceeding, in a Nevada state court
      in
      the County of Carson City) and that the parties shall submit to the jurisdiction
      of such court. The parties irrevocably waive, to the fullest extent permitted
      by
      law, any objection the party may have to the laying of venue for any such suit,
      action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE
      ANY
      RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR
      PROCEEDING. If any one or more provisions of this Section 4.13 shall for any
      reason be held invalid or unenforceable, it is the specific intent of the
      parties that such provisions shall be modified to the minimum extent necessary
      to make it or its application valid and enforceable.

     

    4.14 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof, or in lieu of and substitution
      therefor, a new certificate or instrument, but only upon receipt of evidence
      reasonably satisfactory to the Company of such loss, theft or destruction and
      customary and reasonable indemnity, if requested. The applicants for a new
      certificate or instrument under such circumstances shall also pay any reasonable
      third-party costs associated with the issuance of such replacement Securities.
      If a replacement certificate or instrument evidencing any Securities is
      requested due to a mutilation thereof, the Company may require delivery of
      such
      mutilated certificate or instrument as a condition precedent to any issuance
      of
      a replacement.

     

    


     

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    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.

     

    
      	
              ORAMED
                PHARMACEUTICALS INC.

            
	 
	 
	
              /s/
                Nadav Kidron

            
	
              Name:
                Nadav Kidron

            
	
              Title:
                Chief Executive Officer

            


    

    


     

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    IN
      WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement
      as
      of the date first written above.

     

    Investment
      Amount:
      

     

    ___________
      Units x $0.60 per Unit = $_________________ 

     

    (Each
      Unit consists of one Share and one half Warrant)

    


    


    Name
      of
      Purchaser: ________________________________________________________

    


    Signature
      of Authorized Signatory of
      Purchaser:__________________________________

    


    Name
      of
      Authorized Signatory:
      _______________________________________________

    


    Title
      of
      Authorized
      Signatory:_________________________________________________

    


    Email
      Address of
      Purchaser:__________________________________________________

    


    Social
      Security or Taxpayer Identification Number
      _______________________________

    


    Address
      for Notice of Purchaser:

    


    ____________________________________________

    ____________________________________________

    ____________________________________________

    ____________________________________________

    


    Address
      for Delivery of Securities for Purchaser (if not same as above):

    


    ____________________________________________

    ____________________________________________

    ____________________________________________

    ____________________________________________

    


    


     

    
      
         

      

      
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    SCHEDULE
      1

    


    


    
      	
              Investor

            	
              Number
                of Shares

            	
              Number
                of Warrants 

              (50%
                of the Number 

              of
                Shares)

            	
              Investment

              Amount

            
	 	 	 	 


    

    


     

     

     

    
      
         

      

      
        12