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Exhibit 4.13

English Summary of Commitment

Company: BluePhoenix
Solutions Ltd.
Lender: Bank
HaPoalim Ltd.
Dated: December 22, 2004, as amended
July 1, 2007 and August 15, 2007

As the Company received or will
receive a line of credit from the Lender, the Company commits that as long as there are
debts or liabilities to the Lender, the following will apply:

|1. | The
Company will not pledge any assets and will not sell or transfer any of its
          assets without the prior consent of the Lender.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------

|2. | Any
change in control of the Company requires the written consent of the Lender.
|-- | --------------------------------------------------------------------------------

|3. | The
Company will maintain the following financial ratios: total equity will not           be
less than $50 million and will not be less than 40% of total assets; and           EBIDTA
for each last four sequential quarters will not be less than $5 million.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Financial
reports: audited annual financial statements as of December 31st of           each year
will be delivered to the Lender by June 30th the following year.           Quarterly
financial statements will be delivered within 60 days from the end of           the
quarter.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | Any
breach of the covenants may result in the Lenders demand to repay all
          loans and to realize any collateral.
|-- | -------------------------------------------------------------------------------------------------------------------------

|6. | These
covenants are unconditional and irrevocable and the Company can not cancel           or
change them without the prior written consent of the Lender.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

English Summary of Loan
Repayment Promissory Note

|             |                                 |                                                        
|------------ | ------------------------------- | -------------------------------------------------------
|
|
|
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|Borrower:    | BluePhoenix Solutions Ltd.     
|Lender:      | Bank Ha'Poalim Ltd.            
|Loan amount: | $3 million                     
|Grant date:  | September 25, 2008             
|1.           | Liability                       | $3 million                                             
|2.           | Purpose of loan                 | For legal purposes of the Borrower                     
|3.           | Due date                        | September 25, 2011                                     
|4.           | Interest rate                   | Libor + 3.50%                                          
|             | Interest payment terms          | Quarterly interest payments                            
|5.           | Loan and interest schedule      | Will be sent to the Borrower                           
|6.           | Arrears and additional interest | Delayed payment will result in a charge of interest in 
|             |                                 | arrears according to the applicable rate of the Lender 
|             |                                 | at the time of the event                               
|7.           | Payment terms/tax/business days | All payments will be paid in the Borrower's branch     
|             |                                 | unless Borrower is notified otherwise by the Lender.   
|             |                                 | All payments will be free of any taxes. If payment is  
|             |                                 | due on a non-business day, the payment date will be    
|             |                                 | postponed to the following day. If postponing the      
|             |                                 | payment falls into a new interest rate, the interest   
|             |                                 | rate immediately prior to the postponement will apply. 
|8.           | Early repayment                 | The Borrower may repay the loan subject to the Lender's
|             |                                 | consent. The Borrower will pay all fees with regard to 
|             |                                 | early repayment.                                       
|9.           | Collateral                      | At the request of the Lender, the Borrower will provide
|             |                                 | collateral.                                            



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|10. | Immediate repayment     | The Lender may demand immediate repayment of the loan  
|--- | ----------------------- | -------------------------------------------------------
|    |                         | if:                                                    
|    |                         |     there is a change in control of the Borrower      
|    |                         |     there is a change in the legal structure of the   
|    |                         | Borrower due to merger, a change in core business,     
|    |                         | or appointment of a receiver for the assets of the     
|    |                         | Borrower                                               
|    |                         |     the Borrower fails to meet the loan's terms       
|    |                         |     bankruptcy of the Borrower                        
|    |                         |     insolvency of the Borrower's clients              
|    |                         |     the Borrower fails to meet covenants set by       
|    |                         | the Lender                                             
|    |                         |     breach of any liability of the Borrower to the    
|    |                         | Lender arising from any other document or agreement    
|    |                         | with the Lender                                        
|    |                         |     Borrower fails to provide timely financial        
|    |                         | statements                                             
|11. | Rights of the Lender    | The Lender has a right to offset the loan from the     
|    |                         | assets of each of the Borrower's accounts if the       
|    |                         | Borrower fails to meet the loan's terms                
|12. | Nature of collateral    | Bank may release the collateral at its own discretion  
|13. | Assignment              | The Lender can assign this agreement. The Borrower may 
|    |                         | not assign this agreement.                             
|14. | Financial statements    | The Borrower will prepare financial statements and the 
|    |                         | Lender has the right to review the Borrower's books    
|15. | Notification            | The Borrower will notify the Lender of any objection to
|    |                         | the bank statements of the Lender and should inform    
|    |                         | Borrower immediately of any of the event described in  
|    |                         | paragraph 10.                                          
|16. | Mandatory terms         | Paragraphs 3, 4, 5, 6, 7, 9, 10, 11, 14, 15, 19 and 24 
|17. | Fees                    | All fees and expenses related to this agreement will be
|    |                         | paid by the Borrower                                   
|18. | Reimbursement           | The Borrower will reimburse the Lender for any losses  
|    |                         | caused by delay in payments                            
|19. | Borrower responsibility | N.A.                                                   
|20. | Definitions             | General section                                        
|21. | Revealing information   | The Lender may reveal any information of the Borrower  
|    |                         | to certain parties such as the The Bank of Israel and  
|    |                         | other certified authorities, or any assigned party.    
|22. | Notices                 | Any registered mail sent by the Lender will be         
|    |                         | considered accepted after 72 hours from sending.       
|23. | Jurisdiction            | Israel                                                 
|24. | Line of credit fees     | 0.005%                                                 
|25. | N.A.                   
|26. | N.A.                   
|27. | N.A.                   
|28. | N.A.                   
|29. | Fees and expenses       | According to this agreement unless agreed otherwise in 
|    |                         | writing.                                               
|30. | Special terms           | None.                                                  



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