20-F











EXHIBIT 4.13  



BLUEPHOENIX SOLUTIONS
LTD.
LETTER OF INDEMNIFICATION  

December
27, 2005 



Dear _____________, 



        This
Letter of Indemnification (this “Letter”) is written to you in
recognition that it is in the best interest of BluePhoenix Solutions Ltd. (the
“Company”) to retain and attract as directors and/or officers the most
capable persons available. 



        You
are or have been appointed a director and/or officer of the Company, and in order to
enhance your service to the Company in an effective manner, the Company desires to provide
hereunder for your indemnification to the fullest extent permitted by law. 



        In
consideration of your continuing service to the Company, the Company hereby agrees as
follows: 



	1.  	The
Company hereby undertakes to indemnify you to the maximum extent permitted
               by applicable law in respect of the following in respect of any act or
omission                (“Action”) taken or made by you in your capacity
as a director,                officer and/or employee of the Company: 






	 	1.1. 	any
financial obligation imposed on, or incurred by you in favor of another
               person by a court judgment, including a settlement or an arbitrator’s
award                approved by court, 






	 	1.2. 	all
reasonable litigation expenses, including attorney’s fees, expended by
               you as a result of an investigation or proceeding instituted against you
by a                competent authority, provided that such investigation or proceeding
concluded                without the filing of an indictment against you and either (a)
concluded without                the imposition of any financial liability in lieu of
criminal proceedings or (b)                concluded with the imposition of a financial
liability in lieu of criminal                proceeding but relates to a criminal offense
that does not require proof of mens rea  (criminal intent); and 






	 	1.3. 	all
reasonable litigation expenses, including attorney’s fees, expended by
               you or charged to you by a court in a proceeding instituted against you by
the                Company or on its behalf or by another person, or in any criminal
proceedings in                which you are acquitted, or in any criminal proceedings of
a crime which does                not require proof of mens rea (criminal intent)
in which you are                convicted, all in respect of actions taken by you in your
capacity as a                director, officer and/or employee of the Company. 






        The
above indemnification will also apply to any action taken by you in your capacity as a
director, officer and/or employee of any other company controlled, directly or indirectly,
by the Company (a “Subsidiary”), or in your capacity as a director, or observer
at board of directors’ meetings of a company not controlled by the Company but where
your appointment as a director or observer results from the Company’s holdings in
such company (“Affiliate”).  














	2. 	The
Company will not indemnify you for any amount you may be obligated to pay in
          respect of: 






	 	2.1.	a
breach of your duty of loyalty, except, to the extent permitted by law, for a
          breach of your duty of loyalty to the Company, a Subsidiary or an Affiliate
          while acting in good faith and having reasonable cause to assume that such act
          would not prejudice the interests of the Company, Subsidiary or Affiliate, as
          applicable; 






	 	2.2.	a
willful breach of your duty of care or reckless disregard for the           circumstances
or to the consequences of a breach of your duty of care, except if           such breach
of your duty of care is solely due to negligence; 






	 	2.3.	an
action taken or not taken with the intent of unlawfully realizing personal
          gain; 






	 	2.4.	a
fine or penalty imposed upon you for an offense; and 






	 	2.5.	a
counterclaim made by the Company or in its name in connection with a claim
          against the Company filed by you. 






	3. 	The
Company will make available all amounts needed in accordance with Section 1
          above on the date on which such amounts become payable by you (“Time of
          Indebtedness”) with respect to items referred to in Section 1 above,
          even prior to a court decision. Advances given to cover legal expenses in
          criminal proceedings will be repaid by you to the Company if you are found
          guilty of a crime which requires proof of criminal intent. You further agree to
          repay advances to the Company if it is determined that you are not lawfully
          entitled to such indemnification. 






	 	
As
part of the aforementioned undertaking, the Company will make available to you any
security or guarantee that you may be required to post in accordance with an interim
decision given by a court or an arbitrator, including for the purpose of substituting
liens imposed on your assets. 






	4.  	The
Company will indemnify you even if at the relevant Time of Indebtedness you
               are no longer a director, officer or employee of the Company or of a
Subsidiary                or a director or board observer of an Affiliate, as applicable,
provided, that                the obligations are in respect of actions taken by you
while you were a                director, officer, employee and/or board observer, as
aforesaid, and in such                capacity, including if taken prior to the above
resolutions. 






	5.  	Actions
to be indemnified hereunder pursuant to paragraph 1shall include your
               actions in the following matters or in connection therewith, which the
               Company’s Board of Directors has resolved are foreseeable in light of
the                actual activities of the Company: 






	 	5.1. 	The
offering of securities by the Company and/or by a shareholder to the public
               and/or to private investors or the offer by the Company to purchase
securities                from the public and/or from private investors or other holders
pursuant to a                prospectus, agreements, notices, reports, tenders and/or
other proceedings; 






	 	5.2. 	Occurrences
resulting from the Company’s status as a public company, and/or                from
the fact that the Company’s securities were offered to the public
               and/or are traded on a stock exchange, whether in Israel or abroad; 






2










	 	5.3. 	Occurrences
in connection with investments the Company and/or Subsidiaries                and/or
Affiliates make in other corporations whether before and/or after the
               investment is made, entering into the transaction, the execution,
development                and monitoring thereof, including actions taken by you in the
name of the                Company and/or a Subsidiary and/or an Affiliate as a director,
officer, employee                and/or board observer of the corporation the subject of
the transaction and the                like; 






	 	5.4. 	The
sale, purchase and holding of negotiable or non negotiable securities or
               other investments for or in the name of the Company, a Subsidiary and/or
an                Affiliate; 






	 	5.5. 	Actions
in connection with the merger of the Company, a Subsidiary and/or an
               Affiliate with or into another entity; 






	 	5.6. 	Actions
in connection with the sale of the operations and/or business, or part
               thereof, of the Company, a Subsidiary and/or an Affiliate; 






	 	5.7. 	Actions
taken in connection with the sale, purchase and/or holding of securities
               (whether negotiable or not) and any other assets on behalf of or in the
name of                the Company; 






	 	5.8. 	A
change of structure of the Company or the reorganization of the Company or any
               decision pertaining to these issues, including, but not limited to, split,
               merger, a change in the Company’s capital, the establishment of
               subsidiaries and their liquidation or sale, an allotment or Distribution
(as                defined in the Companies Law); 






	 	5.9. 	An
announcement, a statement, including position taken, or an opinion made in
               good faith by an officer, in the course of his duties and in conjunction
with                his duties, including during a meeting of the Board of Directors of
the Company                or any committee thereof; 






	 	5.10. 	Actions
taken in connection with labor relations and/or employment matters in                the
Company, Subsidiaries and/or Affiliates and trade relations of the Company,
               Subsidiaries and/or Affiliates, including with employees, independent
               contractors, customers, suppliers and various service providers, including
stock                options granted or promised (or allegedly promised) thereto or
exchanges of such                options with other securities; 






	 	5.11. 	Actions
in connection with the testing of products developed by the Company,
               Subsidiaries and/or Affiliates or in connection with the distribution,
sale                license or use of such products or other services provided by the
Company,                Subsidiaries and/or Affiliates; 






	 	5.12. 	Actions
taken in connection with the intellectual property of the Company,
               Subsidiaries and/or Affiliates, and its protection, including the
registration                or assertion of rights to intellectual property and the
defense of claims                related to intellectual property; 






	 	5.13. 	Actions
taken pursuant to or in accordance with the policies and procedures of                the
Company, Subsidiaries and/or Affiliates, including but not limited to
               implementation relating to the Sarbanes Oxley Act, whether or not such
policies                and procedures are published; 






3










	 	5.14. 	Actions
taken in connection with the financial reporting of the Company or any                of
its Subsidiaries or Affiliates, and in providing guidance to the public
               regarding future performance thereof; 






          	 	5.15. 	
               Violations of laws requiring the Company to obtain regulatory and governmental
               licenses, permits and authorizations in any jurisdiction, including but not
               limited to antitrust authorizations and/or exemptions; 


               



          	 	5.16. 	
               Actions relating to the operations and management of the Company and/or any of
               its Subsidiaries and/or Affiliates; 


               



          	 	5.17. 	
               Actions relating to agreements and transactions of the Company and/or any of its
               Subsidiaries and/or Affiliates with others, including, for example: customers,
               suppliers, contractors, etc; 


               



          	 	5.18. 	
               Actions concerning the approval of transactions of the Company and/or
               Subsidiaries and/or Affiliates with officers and/or directors and/or holders of
               controlling interests in the Company and/or Subsidiaries and/or Affiliates
               and/or the approval of corporate actions, including the approval of acts of the
               Company’s and/or its Subsidiaries and/or Affiliates management, their
               guidance and their supervision; and 


               



          	 	5.19. 	
               Occurrences in connection with the lenders or other creditors or for money
               borrowed by, or other indebtedness of, the Company, including monetary
               liabilities to third parties relating to the return of loans. 


               



	6.  	The
total amount of indemnification that the Company undertakes under Section 1
               above, towards all persons whom it has resolved to indemnify for the
matters and                in the circumstances described herein, jointly and in the
aggregate, shall not                exceed an amount equal to twenty-five percent (25%)
of the Company’s total                shareholders equity at the time of any claim
for indemnification hereunder. 






	7.  	Notwithstanding
anything contained herein to the contrary, the Company will not                indemnify
you for any liability with respect to which you have received payment                by
virtue of an insurance policy or another indemnification agreement other than
               for amounts which are in excess of the amounts actually paid to you
pursuant to                any such insurance policy or other indemnity agreement
(including deductible                amounts not covered by insurance policies), within
the limits set forth in                Section 6 above. 






	8.  	Subject
to the provisions of Sections 6 and 7 above, the indemnification                hereunder
will, in each case, cover all sums of money (100%) that you will be
               obligated to pay, in those circumstances for which indemnification is
permitted                under the law. 






	9.  	The
Company will be entitled to any amount collected from a third party in
               connection with liabilities indemnified hereunder. 






	10.  	In
all indemnifiable circumstances indemnification will be subject to the
               following: 






          	 	10.1. 	
               You shall promptly notify the Company of any legal proceedings initiated against
               you and of all possible or threatened legal proceedings without delay following
               your first becoming aware thereof, and that you deliver to the Company, or to
               its designee, without delay all documents you receive in connection with these
               proceedings. 


               



4










          	 	10.2. 	
               Similarly, you must advise the Company on an ongoing and current basis
               concerning all events which you suspect may give rise to the initiation of legal
               proceedings against you. 


               



          	 	10.3. 	
               Other than with respect to proceedings that have been initiated against you by
               the Company or in its name, the Company shall be entitled to undertake the
               conduct of your defense in respect of such legal proceedings and/or to hand over
               the conduct thereof to any attorney which the Company may choose for that
               purpose, except to an attorney who is not, upon reasonable grounds, acceptable
               to you. The Company and/or the attorney as aforesaid shall be entitled to
               conclude such proceedings conducted by it, all as it shall see fit, including by
               way of settlement. At the request of the Company, you shall execute all
               documents required to enable the Company and/or its attorney as aforesaid to
               conduct your defense in your name, and to represent you in all matters connected
               therewith, in accordance with the aforesaid. 


               



	 	
Notwithstanding
the foregoing, in the case of a reasonable likely conflict of interest between you and the
Company, Affiliates or Subsidiaries, you will be entitled to appoint an attorney of your
own to represent you in such proceedings. The Company shall indemnify you for all
reasonable expenses you incur in connection with engaging such attorney. 






	 	
For
the avoidance of doubt, in the case of criminal proceedings the Company and/or the
attorneys as aforesaid will not have the right to plead guilty in your name or to agree to
a plea-bargain in your name without your consent. Furthermore, in a civil proceeding
(whether before a court or as a part of a compromise arrangement), the Company and/or its
attorneys will not have the right to admit to any occurrences that are not indemnifiable
pursuant to this Letter and/or pursuant to law, without your consent. However, the
aforesaid will not prevent the Company and/or its attorneys as aforesaid, with the
approval of the Company, to come to a financial arrangement with a plaintiff in a civil
proceeding without your consent so long as such arrangement will not be an admittance of
an Action. 






	 	10.4.	You
agree to fully cooperate with the Company and/or any attorney as aforesaid           in
every reasonable way as may be required of you within the context of their
          conduct of such legal proceedings, including but not limited to the execution
of           power(s) of attorney and other documents, provided that the Company shall
cover           all costs incidental thereto such that you will not be required to pay
the same           or to finance the same yourself. 






	 	10.5.	If,
in accordance with Section 10.3, the Company has taken upon itself the           conduct
of your defense, the Company will have no liability or obligation           pursuant to
this Letter or the above resolutions to indemnify you for any legal           expenses,
including any legal fees, that you may expend in connection with your           defense,
except to which the Company in its absolute discretion shall agree. 






	 	10.6.	The
Company will have no liability or obligation pursuant to this Letter or the
          above resolutions to indemnify you for any amount expended by you pursuant to
          any compromise or settlement agreement reached in any suit, demand or other
          proceeding as aforesaid without the Company’s consent to such compromise
or           settlement. 






5










	 	10.7.	If
required by law, the Company’s authorized governing organs will consider
          the request for indemnification and the amount thereof and will determine if
you           are entitled to indemnification and the amount thereof. 






     	11.	
          The Company hereby exempts you, to the fullest extent permitted by law, from any
          liability for damages caused as a result of a breach of your duty of care to the
          Company, provided that in no event shall you be exempt with respect to any
          Actions listed in paragraph 2 above. 


          



     	12.	
          If, for the validation of any of the undertakings in this Letter, any act,
          resolution, approval or other procedure is required, the Company undertakes to
          cause them to be done or adopted in a manner which will enable the Company to
          fulfill all its undertakings as aforesaid. 


          



     	13.	
          For the avoidance of doubt, it is hereby clarified that nothing contained in
          this Letter or in the above resolutions derogate from the Company’s right
          to indemnify you post factum for any amounts which you may be obligated
          to pay as set forth in Section 1 above without the limitations set forth in
          Sections 5 and 6 above. The Company may, in its discretion, following receipt of
          necessary corporate approvals, and subject to applicable law, indemnify you
          retroactively for actions committed prior to the date of this Letter. 


          



     	14.	
          If any undertaking included in this Letter is held invalid or unenforceable,
          such invalidity or unenforceability will not affect any of the other
          undertakings which will remain in full force and effect. Furthermore, if such
          invalid or unenforceable undertaking may be modified or amended so as to be
          valid and enforceable as a matter of law, such undertakings will be deemed to
          have been modified or amended, and any competent court or arbitrator are hereby
          authorized to modify or amend such undertaking, so as to be valid and
          enforceable to the maximum extent permitted by law. 


          



     	15.	
          This Letter and the agreements contained herein shall be governed by and
          construed and enforced in accordance with the laws of the State of Israel. 


          



        This
Letter is being issued to you pursuant to the resolutions adopted by the Company’s
Audit Committee on November 13, 2005, Board of Directors on November 13, 2005, and the
shareholders of the Company on December 27, 2005. 



        Kindly
sign in the space provided below to acknowledge your agreement to the contents hereof, and
return this Letter to the Company. 



			Very truly yours,

BluePhoenix Solutions Ltd.












	 	
Agreed:

    
     _____________________________________


    Name: _______________________________


    Title: ________________________________









6