EXHIBIT 2.13

                  [UNOFFICIAL TRANSLATION FROM ORIGINAL HEBREW]


Account No./Nos. 70666

<TABLE>
<CAPTION>
                                                                               I.D. Card no.
Customer's Name                       Address & Area code     Telephone no.    /Corp.Reg.no
---------------                       -------------------     -------------    ------------
<S>                                   <C>                     <C>                <C>
Hi-Tex  (founded  by  Tefron) Ltd.                                               517489816
</TABLE>



BANK HAPOALIM B.M.
Bnei Brak Branch.                                                Date: 31.12.04

Dear Sirs,

Re:  REQUEST TO ALLOCATE A CREDIT - FURTHER TO MY LETTER OF UNDERTAKING FOR
     CREDIT IN FOREIGN CURRENCY / APPLICATION TO OPEN AN ACCOUNT AND GENERAL
     CONDITIONS FOR OPERATING AN ACCOUNT INCLUDING THE AMENDMENT(S) THERETO,
     SIGNED BY ME ON THE __________________ DAY OF _____________ ______
     (HEREINAFTER: "THE ABOVE CONDITIONS")
--------------------------------------------------------------------------------

I hereby request that you provide me in my foreign currency account with you No.
70666, (hereinafter: "the Account") with Credit in U.S. DOLLARS currency
(hereinafter: "the Currency of the Credit") in the amount of 5,300,000 (FIVE
MILLION, THREE HUNDRED THOUSAND U.S. DOLLARS) (hereinafter - "the Credit").

THE PROVISION OF THE CREDIT TO THE ACCOUNT SHALL BE TREATED BY ME AS YOUR
AGREEMENT FOR THE GRANTING OF THE CREDIT IN ACCORDANCE WITH THE ABOVE CONDITIONS
AND THE SPECIAL CONDITIONS SET FORTH BELOW.

1.   DATE OF PROVISION OF THE CREDIT __________________

2.   PURPOSE OF THE CREDIT AND INSTRUCTIONS FOR DISPOSAL THEREOF

     2.1  The Credit is being granted:

          [_]  for valid and lawful corporate purposes (mark x as applicable to
               corporate customers only).

          [_]  the financing of the cost of goods imported to Israel by me.

          [_]  ____________________________________
          and I hereby undertake to use the Credit for that purpose only.

<PAGE>


     2.2  I HEREBY IRREVOCABLY INSTRUCT AND AUTHORIZE YOU TO DEBIT THE ACCOUNT
          WITH THE AMOUNT OF THE CREDIT.

          [_]  and to pay the countervalue to
               ____________________________________

          [_]  by __________________________________________________________

          [_]  to convert the countervalue of the Credit to Israeli currency
               according to the exchange rate to be fixed by yourselves on the
               date of conversion and credit the countervalue in Israeli
               currency to my account no. __________________ in the
               ______________ branch of Bank Hapoalim

          [_]  ______________________________________________________

3.   TERMS FOR REPAYMENT OF THE CREDIT

     I undertake to repay the Credit in the Currency of the Credit as follows:

     [_]  in one lump sum due and payable on __________________

     [X]  in 32 monthly/QUARTERLY/semi-annual/___________ */ installments,
          commencing on 31.3.05 and ending on 31.12.12.

     [_]  each installment to be in the sum of _________________
          /_________________, first installments in the sum of _________________
          and the last installment in the sum of _________________ /the
          frequency of the installments and the amount thereof to be in
          accordance with that stated in Appendix "A" attached/in the payment
          schedule. *

4.   INTEREST

     4.1  [_] FIXED INTEREST RATE

          4.1.1 INTEREST RATE

               I shall pay interest to the Bank as calculated by the Bank from
               the date of provision of the Credit at the rate of ______%
               (__________________ per cent) per annum being adjusted annual
               interest at the rate of ___% per annum (hereinafter: "the
               Interest") on the dates specified in paragraph 4.1.2 below.

          4.1.2 INTEREST PAYMENT DATES

               The Interest (excluding Default Interest) shall be paid by me to
               the Bank in the Currency of the Credit as follows:

               a.[_] in one lump sum on __________________________________.

               b.[_] in advance by deducting the Interest from the Credit.

               c.[_] at the end of each monthly/quarterly/semi-annual ______*
                    period (hereinafter: "Interest Period") with the Interest
                    being calculated on the balance of the Credit outstanding
                    from time to time from the commencement of the current
                    Interest Period up to the end of the respective Interest
                    Period.

               d.[_]

                    1.   On the date prescribed for payment of any sum on
                         account of the Credit, Interest will be paid on such
                         sum at the interest rate as from the beginning of the
                         respective Interest Period (as hereinafter defined)
                         until the repayment date prescribed for such payment of
                         Credit;

                    2.   at the end of each monthly/quarterly/semi-annual
                         ______* period (hereinafter: "Interest Period") with
                         the Interest being calculated on the balance of the
                         Credit outstanding from time to time from the
                         commencement of the current Interest Period up to the
                         end of the respective Interest Period.

                                       2
<PAGE>


                         The Interest payable on the balance of the Credit
                         outstanding will not include the Interest paid as above
                         in respect of the installments which have fallen due
                         during the current Interest Period.

               **e.[_] From the date of the provision of the Credit until
                    _____________, the Interest amount, calculated from time to
                    time as provided in sub-paragraph (c) above, will be
                    compounded with the Credit on each payment date mentioned.
                    The Credit, after each amount of Interest has been so
                    compounded, will bear Interest at the Interest rate and be
                    payable commencing the ____ day of _________________ in
                    accordance with sub-paragraph (a)/ (c) / (d)* above
                    respectively.


     4.2  VARIABLE INTEREST

          4.2.1 INTEREST RATES

               a.[X] VARIABLE INTEREST

                    I shall pay variable interest to the Bank as calculated by
                    the Bank from the date of the provision of the Credit, at
                    the rate of L. +2% (L. + 2 percent) per annum above the
                    LIBOR rate (as defined below) (hereinafter: "the Interest")
                    which consists of, at the date of this Request, annual
                    adjusted interest at the rate of ___%, on the dates
                    specified in paragraph 4.2.4 below.

               b.[_] VARIABLE INTEREST SUBJECT TO LIMIT

                    I shall pay variable interest to the Bank as calculated by
                    the Bank from the date of the provision of the Credit at the
                    rate of ______% (_____________per cent) per annum above the
                    LIBOR rate as defined below (hereinafter: "the Interest")
                    which consists, as at the date of this Request, annual
                    adjusted interest at the rate of ___%, provided the Interest
                    rate will not exceed ___% (________ percent) per annum
                    consisting of annual adjusted interest at the rate of ____%
                    (_______per cent) per annum (hereinafter: "the Maximum
                    Interest Rate"), all according to the update periods and on
                    the dates specified on the Maximum Interest Rate, I shall
                    pay interest to the Bank for the respective update period to
                    which such Determination Date (as defined below) relates
                    only according to the Maximum Interest Rate.

          4.2.2 For the purpose of determining the Interest rate from time to
               time applicable to the Credit the following definitions and
               provisions shall apply:

               "LIBOR" (London Interbank Offered Rate) - means the rate of
               interest determined by the Bank as being the highest rate
               (rounded upwards to the nearest 1/8 of one percent) at which
               deposits in the Currency of the Credit, for a tenor equal in
               duration to the Update Period (as defined below) are offered to
               it on the Determination Date (as defined below) in the London
               interbank market or in any other interbank market in Europe.

               "Determination Date" means with reference to any Update Period
               (as defined below), two business days preceding the commencement
               of the respective Update Period (as defined below).

                                       3
<PAGE>


          4.2.3 UPDATE PERIODS

               The Interest applicable to the Credit shall be determined by the
               Bank every month/THREE/six _3__* months in advance on the
               Determination Date by reference to the respective LIBOR applied
               by the Bank to the respective Update Period, (each such period
               being hereinafter called an "Update Period").

               I hereby declare that I am aware that notwithstanding that stated
               in this sub-paragraph and without derogating therefrom, the first
               and/or last Update Period may be shorter or longer than the other
               Update Periods, as the Bank in its discretion may deem fit and
               pursuant to the conditions prescribed for repaying the Credit.

          4.2.4 INTEREST PAYMENT DATES

               The Interest (but not including Default Interest) shall be paid
               by me to the Bank in the Currency of the Credit as follows:

               a.[_] In one lump sum on __________________________________.

               b.[_] at the end of each monthly/three/six 3 MONTHLY* period
                    (hereinafter: "Interest Period") calculated on the balance
                    of the Credit outstanding from time to time from the
                    commencement of the current Interest Period up to the end of
                    the respective Interest Period, according to the Interest
                    rate fixed for the Update Period during which such Interest
                    Period falls.

               c.[_]

                    1.   On the date prescribed for payment of any sum on
                         account of the Credit, Interest will be paid on such
                         sum as from the beginning of the respective Interest
                         Period (as hereinafter defined) until the repayment
                         date prescribed for such payment, according to the
                         Interest rate fixed for the Update Period during which
                         such payment falls to be paid.

                    2.   At the end of each monthly/quarterly/semi-annual
                         ______* period (hereinafter: "Interest Period")
                         Interest will be paid calculated on the balance of the
                         Credit outstanding from time to time from the
                         commencement of the current Interest Period up to the
                         end of the respective Interest Period, according to the
                         Interest rate fixed for the Update Period during which
                         such Interest Period falls. The Interest payable on the
                         balance of the Credit outstanding will not include the
                         Interest paid as above in respect of the installments
                         which have fallen due during the current Interest
                         Period.

               d.[_] From the date of the provision of the Credit until
                    _____________, the Interest amount, calculated from time to
                    time as provided in sub-paragraph (b) above, will be
                    compounded with the Credit on each payment date mentioned.
                    The Credit, after each amount of Interest has been so
                    compounded, will bear Interest at the Interest rate
                    mentioned in sub-paragraph 4.2.1 and be payable commencing
                    the ____ day of _________________ in accordance with that
                    stated in sub-paragraph (a)/(b)/(c) * above respectively.

                                       4
--------
* Delete as appropriate.

<PAGE>


     4.3  ADDITIONAL AMOUNTS

          I undertake to pay to the Bank from time to time additional amounts
          (hereinafter: "the Additional Interest") which are calculated, as of
          the date of this Request, at the rate of _____% (____________ per
          cent) per annum (being adjusted annual interest at the rate of ____%
          per annum), or at any other rate to be determined by the Bank from
          time to time, which will, in the opinion of the Bank, compensate the
          Bank for any increased costs of the Credit, for whatever reason,
          including such increased cost to the Bank:

          1.   arising from any obligation under any law or agreement or
               otherwise, imposed on or incurred by the Bank, or from any demand
               made upon the Bank by the Bank of Israel or any competent or
               other authority and/or otherwise in Israel or abroad:

               a.   to hold liquid assets to any degree or in any currencies in
                    connection with the granting or the continuation of the
                    Credit, and/or

               b.   to pay and/or make provision for any payments whatsoever to
                    the State Treasury or to the Bank of Israel or to any
                    competent and/or other authority in connection with the
                    granting or the continuation of the Credit, or

          2.   If as a result of any such obligation or demand the Bank is
               unable to obtain the rate of return on its overall capital which
               it would have been able to obtain but for its having complied
               with my request for the provision of the Credit.


     4.4  The Additional Interest shall be paid in the Currency of the Credit,
          or in such other currency as will be determined for that purpose on
          the date prescribed for payment of the Interest as set out above, or
          on such other date as will be determined for such purpose under any
          law.

     4.5  The Interest and/or the Additional Interest shall be computed on the
          basis of the actual number of calendar days elapsed divided by 360.

5.   ALLOCATION COMMISSION

     I shall pay the Bank on _________/ immediately upon receiving the Bank's
     demand* a one-time commission at the rate of _______% of the Credit amount
     (hereinafter: "Allocation Commission").

6.   BUSINESS DAYS

     6.1  If any payment due from me hereunder and/or if the last day of any
          Interest Period falls due on a day which is not a Business Day (as
          defined below) such payment shall be made on and/or the respective
          Interest Period shall be extended, as the case may be, until, the next
          day which is a Business Day (as defined below) and bear interest at
          the rate required according to paragraph 4 above, unless it would
          thereby be made in the next calendar month, in which case such payment
          will be made on the immediately preceding Business Day (as defined
          below).

     6.2  Where any installment on account of the Credit falls due in a calendar
          month in which any Interest Period ends, the due date of said
          installment shall be deferred to the last day of said Interest Period
          so as to ensure that the due date for payment on account of the Credit
          and the due date for payment of Interest in any such case are one and
          the same.

                                       5
<PAGE>


     6.3  For the purposes hereof "Business Day" means a day on which banks in
          Tel-Aviv, London and the country in which the Currency of the Credit
          is legal tender are open for business. Where the basket of currencies
          (as set forth in the Schedule hereto) is defined as being the Currency
          of the Credit, the term "Business Day" shall mean a day on which the
          Bank of Israel publishes a representative rate for the basket of
          currencies (as set forth in the Schedule hereto).

7.   The paragraph headings are indicative only and are not to be used in
     construing this Request.

8.   This Request will be supplementary to the provisions contained in the Above
     Conditions, but in case of divergence between them, the provisions herein
     contained shall prevail. Subject thereto, all the terms defined herein bear
     the same meaning as contained in the Above Conditions.

9.   SPECIAL CONDITIONS

                        IN WITNESS WHEREOF I HAVE SIGNED:

                    /S/ Hi-Tex (founded by Tefron) Ltd. /S/
                    ------------------------------------------------------------

SCHEDULE (In the event that the type of currency specified in the Request
constitutes a basket of currencies)

1.   I confirm that it has been brought to my knowledge that the constitution of
     each unit of the basket of currencies referred to in the above Request
     (hereinafter - "the Unit") as at the date hereof is as follows:


<TABLE>
<CAPTION>
                       TYPE OF CURRENCY            CURRENCY AMOUNT
                       ----------------            ---------------
<S>                                                <C>
                       US$                         US$ 0.6372
                       DM.                         DM.0.3964
                       Pounds Sterling             (pound) 0.0604
                       French Franc                FF.0.3222
                       Japanese Yen                (Y) 7.0106
</TABLE>

2.   I am aware that the constitution of the Unit as detailed above is and will
     be the determining constitution for all intents and purposes in relation to
     the above Request and the above Conditions and any future change in the
     constitution of the basket of currencies by the Bank of Israel will affect
     neither the constitution of the Unit as detailed above nor the amounts
     which are due and/or may become due from me to the Bank.

3.   The term "the Currency of the Credit" in relation to the basket of
     currencies means - each and every one of the currencies included in each
     Unit of the basket of currencies, as the case may be.

4.   This Schedule constitutes an integral part of my above Request for
     Provision of Credit in Foreign Currency.

                        IN WITNESS WHEREOF I HAVE SIGNED:

                                       6
<PAGE>


12 Bank Hapoalim B.M.                            01.01.05/22:57 Page: 391  22476
655 Bnei Brak Statement no. 3501999 - Repayment Schedule in respect of a Foreign
Currency Loan As at: 31.12.04 Page: 5
                                                                     No. 2260120

Hi-Tex (founded by Tefron) Ltd.
Internal Bank Hapoalim  POB No. 136
Bnei Brak  51461

    RE: RE: CONFIRMATION OF THE EXECUTION AND REPAYMENT SCHEDULE OF LOAN NO.
                  .01230 IN BRANCH NO. 655 IN ACCOUNT NO. 70666
<TABLE>
<CAPTION>
<S>               <C>
Amount of loan  : 5,300,000.00     Type of loan       : 878-0000602  Frequency of interest update     : 3 m. commencing 31/12/04
Currency        : 019 U.S. dollar                                    Manner of debit                  : in foreign currency
Loan value      : 31/12/04         Loan portfolio no. : 1230         Account to be debited            655-70666-142
                                                                     Collection charges               : with each payment-variable
</TABLE>
<TABLE>
<CAPTION>
          Original         Outstanding                    Payment on   Payment/accrual
          payment           principal       current       account of    on account of  Collection
no.        date              balance     payment amount   principal       interest        fees
---        ----              -------     --------------   ---------       --------        ----
<S>       <C>             <C>              <C>            <C>            <C>              <C>
1         31/03/05        5,134,375.00     226,907.31     165,625.00     61,281.26        1.05
2         30/06/05        4,968,750.00     225,651.89     165,625.00     60,025.84        1.05
3         30/09/05        4,803,125.00     224,353.92     165,625.00     58,727.87        1.05
4         31/12/05        4,637,500.00     222,396.33     165,625.00     56,770.28        1.05
5         31/03/06        4,471,875.00     219,247.15     165,625.00     53,621.10        1.05
6         30/06/06        4,306,250.00     217,906.62     165,625.00     52,280.57        1.05
7         30/09/06        4,140,625.00     216,523.53     165,625.00     50,897.48        1.05
8         31/12/06        3,975,000.00     214,565.95     165,625.00     48,939.90        1.05
9         31/03/07        3,809,375.00     211,586.99     165,625.00     45,960.94        1.05
10        30/06/07        3,643,750.00     210,161.35     165,625.00     44,535.30        1.05
11        30/09/07        3,478,125.00     208,693.15     165,625.00     43,067.10        1.05
12        31/12/07        3,312,500.00     206,735.56     165,625.00     41,109.51        1.05
13        31/03/08        3,146,875.00     204,352.40     165,625.00     38,726.35        1.05
14        30/06/08        2,981,250.00     202,416.09     165,625.00     36,790.04        1.05
15        30/09/08        2,815,625.00     200,862.77     165,625.00     35,236.72        1.05
16        31/12/08        2,650,000.00     198,905.17     165,625.00     33,279.12        1.05
</TABLE>

<TABLE>
<CAPTION>
              Amount for        No. of        Base      Nominal     Adjusted
             calculating      interest       interest   interest    interest
no.            interest          days         rate        rate        rate
---            --------          ----         ----        ----        ----
<S>          <C>                 <C>         <C>         <C>         <C>
1            5,300,000.00        90          2.62500     4.62500     4.77234
2            5,134,375.00        91
3            4,968,750.00        92
4            4,803,125.00        92
5            4,637,500.00        90
6            4,471,875.00        91
7            4,306,250.00        92
8            4,140,625.00        92
9            3,975,000.00        90
10           3,809,375.00        91
11           3,643,750.00        92
12           3,478,125.00        92
13           3,312,500.00        91
14           3,146,875.00        91
15           2,981,250.00        92
16           2,815,625.00        92
</TABLE>

<PAGE>


12 Bank Hapoalim B.M.                            01.01.05/22:57 Page: 392  22477
655 Bnei Brak Statement no. 3501999 - Repayment Schedule in respect of a Foreign
Currency Loan As at: 31.12.04 Page: 2
                                                                     No. 2260050

      RE: CONFIRMATION OF THE EXECUTION AND REPAYMENT SCHEDULE OF LOAN NO.
                  .01230 IN BRANCH NO. 655 IN ACCOUNT NO. 70666


                                             Continuation of payment itemization

<TABLE>
<CAPTION>

         Original         Outstanding                        Payment on    Payment/accrual
         payment           principal      current payment    account of      on account of  Collection
no.        date             balance            amount        principal         interest         fees
---        ----             -------            ------        ---------         --------         ----
<S>      <C>             <C>                <C>              <C>               <C>              <C>
17       31/03/09        2,484,375.00       196,266.68       165,625.00        30,640.63        1.05
18       30/06/09        2,318,750.00       194,670.81       165,625.00        29,044.76        1.05
19       30/09/09        2,153,125.00       193,032.39       165,625.00        27,406.34        1.05
20       31/12/09        1,987,500.00       191,074.79       165,625.00        25,448.74        1.05
21       31/03/10        1,821,875.00       188,606.52       165,625.00        22,980.47        1.05
22       30/06/10        1,656,250.00       186,925.54       165,625.00        21,299.49        1.05
23       30/09/10        1,490,625.00       185,202.01       165,625.00        19,575.96        1.05
24       31/12/10        1,325,000.00       183,244.41       165,625.00        17,618.36        1.05
25       31/03/11        1,159,375.00       180,946.37       165,625.00        15,320.32        1.05
26       30/06/11          993,750.00       179,180.28       165,625.00        13,554.23        1.05
27       30/09/11          828,125.00       177,371.63       165,625.00        11,745.58        1.05
28       31/12/11          662,500.00       175,414.03       165,625.00         9,787.98        1.05
29       31/03/12          496,875.00       173,371.32       165,625.00         7,745.27        1.05
30       30/06/12          331,250.00       171,435.00       165,625.00         5,808.95        1.05
31       30/09/12          165,625.00       169,541.25       165,625.00         3,915.20        1.05
32       31/12/12                0.00       167,583.65       165,625.00         1,957.60        1.05
Total payment                             6,325,132.86     5,300,000.00     1,025,099.26       33.60

</TABLE>

<TABLE>
<CAPTION>
                       Amount for        No. of          Base      Nominal      Adjusted
                      calculating       interest       interest   interest     interest
no.                    interest          days            rate       rate         rate
---                    --------          ----            ----       ----         ----
<S>                  <C>                  <C>           <C>        <C>          <C>
17                   2,650,000.00         90            2.62500    4.62500       4.77234
18                   2,484,375.00         91
19                   2,318,750.00         92
20                   2,153,125.00         92
21                   1,987,500.00         90
22                   1,821,875.00         91
23                   1,656,250.00         92
24                   1,490,625.00         92
25                   1,325,000.00         90
26                   1,159,375.00         91
27                     993,750.00         92
28                     828,125.00         92
29                     662,500.00         91
30                     496,875.00         91
31                     331,250.00         92
32                     165,625.00         92
Total payment
</TABLE>


Continued on next page

<PAGE>

12 Bank Hapoalim B.M.                            01.01.05/22:57 Page: 393  22478
655 Bnei Brak Statement no. 3501999 - Repayment Schedule in respect of a Foreign
Currency Loan As at: 31.12.04 Page: 3
                                                                     No. 2260050

 RE: RE: CONFIRMATION OF THE EXECUTION AND REPAYMENT SCHEDULE OF LOAN NO. 01230
                     IN BRANCH NO. 655 IN ACCOUNT NO. 70666

Notes:    -    Changes may occur in the payment days pursuant to the business
               days in Israel and abroad.

          -    Changes in principal and/or interest payment dates or interest
               update dates or in the date for compounding interest with
               principal, which fall on a day not being a Business Day, will
               entail a change in the dates appearing in the repayments schedule
               overall (except for the last installment) in order to maintain
               symmetrical periods.

          -    Changes may occur in the interest amounts pursuant to changes in
               the payment dates.

          -    The loan is at a variable interest rate - the interest amounts
               for ensuing periods, as appearing above, are calculated according
               to the LIBOR rate known on the loan value date. On the interest
               update dates, changes may occur in accordance with the Loan
               Agreement.

          -    The interest rate is based on LIBOR for three months.

          -    Interest rate: LIBOR + 2.0000%.

          -    Changes may occur in the collection fees from time to time
               according to the Bank's decision, and pursuant to the exchange
               rate of checks/sale transfers known on the date of effecting the
               debit.



                                                              Yours faithfully,
                                                              Bank Hapoalim B.M.
                                                              Bnei Brak Branch
                                                      E.& O.E.