Exhibit
        10.23


**Amended
      and Restated Consulting Agreement**





This
      Amended and Restated Consulting Agreement (this “Agreement”) is entered into as
      of this 1st day of May 2008, by and between Mr. Ehud Arbit, M.D., residing
      at
      166 Elm Road, Englewood NJ (“Consultant”), and Oramed Pharmaceuticals Inc., a
      Nevada corporation (the “Company”).





**WHEREAS** ,
      the
      Company, is in the process of performing clinical trials of its oral insulin
      capsule; and




**WHEREAS** ,
      the
      Company is in need of certain consulting services to aid it in the pursuit
      of
      approval by the U.S. Food and Drug Administration (the “FDA”) of its oral
      insulin capsule; and




**WHEREAS** ,
      Consultant possesses significant knowledge of the FDA approval process;
      and




**WHEREAS** ,
      the
      Company is desirous of retaining Consultant as a consultant to perform certain
      services described herein to assist the Company in the pursuit and attainment
      of
      FDA approval for its oral insulin capsule; and




**WHEREAS,** in order
      to effect the foregoing, the Company and Consultant entered into a Consulting
      Agreement as of May 1, 2008 (the “Original Agreement”); and




**WHEREAS,** Company
      and Consultant desire to amend and restate the terms and conditions the Original
      Agreement in its entirety, and to replace the Original Agreement with this
      Agreement.




**IT
      IS, THEREFORE, AGREED BETWEEN** the
      Company and the Consultant that the Company will engage the Consultant subject
      to the following mutual terms and conditions:




1. **Engagement.** The
      Company hereby engages Consultant and Consultant hereby agrees to render to
      the
      Company for a period of twelve (12) months from the date of the Original
      Agreement (the “Term”) the following services (the “Services”): Consultant shall
      use his skills and expertise to assist the Company with its efforts to complete
      the FDA approval process for its oral insulin capsule, including without
      limitation the inspection and evaluation of the Company’s clinical trials and
      protocols, as applicable, and such other matters related to the business of
      the
      Company as shall be reasonably requested by the Company’s Chief Executive
      Officer. Consultant shall perform the duties and responsibilities under this
      Agreement to the best of his abilities in a diligent, trustworthy, businesslike
      and efficient manner, and shall report to Nadav Kidron, Chief Executive Officer
      of the Company.




2. **Fees.** In
      consideration of the Services the Company shall pay to Consultant a fee of
      $8,333 per month, retroactive to the date of the Original
      Agreement.










3. **Confidentiality.** Consultant hereby covenants and agrees that, during and after the Term of this
      Agreement, he will not communicate, disclose or otherwise make available to
      any
      person or entity (other than the Company), or use for his own account or for
      the
      benefit of any other person or entity, any information or materials proprietary
      to the Company that relate to the Company’s business or affairs which is of a
      confidential nature, including, but not limited to, trade secrets, information
      or materials relating to existing or proposed pharmaceutical products (in all
      and various stages of development), “know-how”, marketing techniques and
      materials, marketing and development plans, personnel information and financial
      information (collectively, “Proprietary Information”). Proprietary Information
      includes any and all such information and materials, whether or not obtained
      by
      Consultant with the knowledge and permission of the Company, whether or not
      developed, devised or otherwise created in whole or in part by Consultant’s
      efforts, and whether or not a matter of public knowledge unless as a result
      of
      authorized disclosure. Consultant further covenants and agrees that he will
      retain such knowledge and information which he acquires and develops during
      the
      Term respecting such Proprietary Information in trust for the sole and exclusive
      benefit of the Company and its successors and assigns.





Consultant
      acknowledges that (a) the Proprietary Information was developed at great expense
      to the Company and that the Proprietary Information is critical to the condition
      (financial or otherwise) and competitive survival of the Company, and (b) a
      violation of any of the provisions of this Section 3 could result in irreparable
      injury to the Company; and, therefore, Consultant agrees that the Company shall
      be entitled to equitable relief, including injunction and specific performance,
      in the event of any breach of any of the provisions of this Section 3, in
      addition to all other remedies available to the Company at law or in equity.




4. **Duties
      and Outside Activities.** The
      Company and the Consultant acknowledge and agree that Consultant shall be acting
      as an independent contractor only in performing the Services and not as an
      employee, agent or joint venturer of or with the Company, and shall have no
      authority to obligate or bind the Company. Consultant agrees not to expressly
      or
      impliedly represent himself as an officer, director, employee, agent or
      representative of the Company with the power or authority to negotiate on behalf
      of, or to obligate or bind, the Company. The parties acknowledge that, except
      as
      otherwise agreed to by Consultant and the Company, any taxes that may be due
      and
      owing with respect to the compensation to Consultant hereunder shall be the
      sole
      responsibility of Consultant.





Consultant
      hereby represents and warrants to the Company that (a) this Agreement
      constitutes Consultant’s legal and binding obligation, enforceable against him
      in accordance with its terms, (b) his execution and performance of this
      Agreement does not and will not breach any other agreement, arrangements,
      understanding, obligation of confidentiality, employment relationship to which
      he is a party or by which he is bound or any law, rule or regulation, and (c)
      during the Term, he will not enter into any agreement, either written or oral,
      in conflict with this Agreement or his obligations hereunder.







5. **Amendment.** No
      amendment to this Agreement shall be valid unless such amendment is written
      and
      is signed by authorized representatives of both parties to this
      Agreement.





6. **Termination.** This
      Agreement may be terminated by either party upon giving thirty (30) days written
      notice to the other party. Upon the termination of this Agreement for any
      reason, the Company shall have no further obligations (payment or otherwise)
      to
      the Consultant. Notwithstanding any termination of Consultant’s consultancy for
      any reason, Consultant will continue to be bound by the confidentiality
      provisions contained herein.





7. **Severability.** In the
      event that any of the provisions of this Agreement shall be held to be invalid,
      illegal, or unenforceable in any circumstances, the remaining provisions shall
      nevertheless remain in full force and effect and shall be construed as if the
      unenforceable portion or portions were deleted.





8. **Assignment.** This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and permitted assigns. Neither this Agreement nor
      any of the obligations of the parties hereunder may be directly or indirectly
      assigned or delegated by any party hereto without the prior written consent
      of
      the other parties hereto. Any attempt by any party to assign or delegate any
      rights, duties or obligations which may arise under this Agreement without
      the
      prior written consent of the other party shall be void.





9. **Disputes.** Any
      unresolved disputes arising from this Agreement shall be settled by binding
      arbitration in Essex County, New Jersey before a single arbitrator, mutually
      agreed upon, pursuant to the Commercial Rules of the American Arbitration
      Association, each side to bear one-half of the costs of
      arbitration.





10. **Governing
      Law.** The
      validity, interpretation and construction of this Agreement and each part
      thereof shall be governed by the laws of the State of New Jersey.





11. **Counterparts.** This
      Agreement may be executed in any number of counterparts, each of which may
      be
      deemed an original and all of which constitute one and the same
      instrument.





12. **Authorization.** The
      parties each agree, represent, and warrant that the undersigned signatories
      have
      read and understand the provisions set forth in this Agreement and have the
      legal and binding authority to execute this Agreement.





13. **Other
      Representations, Warranties and Covenants** .
      Consultant represents, warrants and covenants to the Company that Ehud Arbit
      shall at all times be the individual that will perform in all material respects
      all the obligations of Consultant hereunder unless the Company expressly
      approves another individual to so perform such obligations.





[signature
      page follows]











IN
      WITNESS WHEREOF, the parties have executed this Amended and Restated Consulting
      Agreement as of the date first above written.














**Oramed
      Pharmaceuticals Inc.**








By: /s/
      Nadav
      Kidron


Name/Title
      Nadav Kidron/CEO











**Consultant**








/s/
      Ehud
      Arbit


Ehud
      Arbit, M.D.