EXHIBIT 4.4

                          MANAGEMENT SERVICES AGREEMENT

      This Management Services Agreement (this "AGREEMENT") is made effective as
of July 30, 2003, by and between Tefron Ltd. ("TEFRON") having its registered
offices in 28 Chida Street Bnei-Brak, Israel (number with Registrar of
Companies: 52 - 004340 - 7), Shiran & Partners - Consulting, Entreprenuership
and Financing Ltd. (the "MANAGEMENT COMPANY") having its registered offices in
RAMOT HASHAVIM______________, Israel (number with Registrar of Companies: 51 -
_______ - _) and Mr. Yosef Shiran ("MR. SHIRAN") (collectively the "PARTIES"),

WHEREAS      Tefron is interested in receiving from the Management Company
             Management Services to be provided solely through Mr. Shiran who
             controls the Management Company and also serves as its director
             and is being employed by it, all as detailed in this Agreement; and

WHEREAS      The  Management  Company is interested in providing the Management
             Services to Tefron,  as detailed in this Agreement; and

WHEREAS      The  Parties  have agreed to settle  their  rights and  obligations
             in  accordance  with the terms and conditions of this Agreement.

NOW, THEREFORE, In consideration of the foregoing and of the promises,
agreements, representations, warranties, and covenants herein contained, the
Parties hereby agree as follows:

1.    DEFINITIONS

For the purpose of this Agreement, the term "Management Services" shall have the
following meaning: All services, duties, tasks and responsibilities that are
usually exercised by a Chief Executive Officer of a public industrial company
with a scope of business similar to the one of Tefron, and as shall be required
by Tefron and determined from time to time by its Board of Directors, and
(without derogating from the above) shall also include economic and tax
consulting services. Without derogating from the above, the Management Services
shall include providing the Management Services to Tefron and its subsidiaries
and / or affiliates in connection with its activities in Israel and abroad, all
as required by Tefron.

2.    REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT COMPANY AND OF MR. SHIRAN

The Management Company and Mr. Shiran hereby represent and warrant, jointly and
severally, as follows:

      2.1.   The Management Company has the ability, expertise, experience and
             means to supply the Management Services and it is not prohibited in
             any way from abiding to all of its commitments and obligations
             under this Agreement.

      2.2.   Mr. Shiran is an employee of the Management Company. The Management
             Company is a private company and Mr. Shiran is its controlling
             shareholder and also serves as its director.


<PAGE>


3.    PROVIDING THE MANAGEMENT SERVICES

      3.1.   The Management Company shall provide the Management Services to
             Tefron only through Mr. Shiran in person.

      3.2.   The Management Company and Mr. Shiran shall exercise authority
             customarily performed, undertaken and exercised by persons situated
             in a similar capacity, as determined by the Board of Directors of
             Tefron and / or the Chairman of the Board of Directors or the
             President of Tefron in their sole discretion.

      3.3.   The Management Company undertake to grant the Management Services
             and perform its duties herein skillfully, in a responsible,
             faithful, competent and diligent manner, and to use the knowledge,
             experience and means at its disposal for the benefit of Tefron and
             to cooperate with Tefron.

      3.4.   The Management Company and Mr. Shiran shall act in accordance with
             the policies and resolutions of the Board of Directors of Tefron as
             shall be determined from time to time, with regard to the manner
             they fulfill their functions.

      3.5.   The Management Company and Mr. Shiran shall not engage in any other
             employment or business activities without the prior consent of the
             Chairman of the Board of Directors of Tefron. Notwithstanding the
             above, Tefron grants Mr. Shiran its consent to continue to engage
             in his hi-tech business as long as this engagement does not
             encounter or affect its obligations under this Agreement.

      3.6.   The Management Company and Mr. Shiran undertake to devote total
             attention and full time to the business and affairs of Tefron as
             required to discharge the responsibilities assigned to it under
             this Agreement.

4.    CONSIDERATION AND SCALE OF SERVICES

      4.1.   In consideration for the Management Services to be provided
             according to this Agreement and to all other obligations of the
             Management Company and of Mr. Shiran, Tefron shall pay the
             Management Company US$26,663 (twenty six, six hundred and sixty
             three US Dollars) plus NIS 2,065 (two thousand and sixty five new
             Israeli Shekels) per month , plus VAT as applicable by law (the
             "CONSIDERATION").

             Subject to Section 4.3 herein, this Consideration shall constitute
             the sole consideration to which the Management Company or Mr.
             Shiran are entitled in return for the fulfillment of their
             obligations under this Agreement.


                                      -2-
<PAGE>


      4.2.   The Consideration for each month shall be paid at the beginning of
             the following month, and no later than the 15th day of such
             following month, but in any event only after the Management Company
             had issued Tefron an appropriate tax invoice. Tefron shall
             withhold from the Consideration any amounts, which it is obligated
             to withhold under any tax or other applicable law.

      4.3.   Tefron will promptly reimburse the Management Company for any and
             all reasonable direct expenses incurred by it on behalf of Tefron
             and/or in connection with the performance of its duties, provided
             that it produces written receipts for such expenses, and that the
             reimbursement of said expenses shall be in accordance with Tefron's
             policy for its management personnel. Without derogating from the
             generality of the above, Tefron shall reimburse the Management
             Company, once a month, for its telephone bills. Tefron will grant
             or make available to the Management Company, for the purposes of
             the performance of its position, a cellular telephone. Tefron will
             promptly reimburse the Management Company for any and all expenses
             reasonably related to using and maintaining the phone.

      4.4.   In addition to the Consideration detailed above, the Management
             Company shall be entitled to an annual Grant, which shall be
             determined by Tefron's audit committee (the "Committee") of the
             Board of Directors (the "Annual Grant"). The following terms and
             conditions shall apply to the Annual Grant:

             4.4.1.  The Annual Grant will not be higher than 2.5% of Tefron's
                     Net Profit, as defined hereunder, and not lower than 1.5%
                     of such Net Profit. In any case that the Committee shall
                     determine that the Annual Grant should be higher than 1.5%
                     of the Net Profit, its decision will be subject to
                     approvals of both the Board of Directors and the General
                     Meeting of the Shareholders of Tefron, unless such
                     approvals will no longer be required under applicable law.

             4.4.2.  For the purpose of this section, "Net Profit" means the
                     outcome of the following calculation:

                     Net Profit = P * (14,500,000 / N).

                     P = Tefron's net profit as determined by Tefron's yearly
                     approved audited reports, after deducting tax, and without
                     taking into consideration special profits or losses (except
                     special profits which resulted from Mr. Shiran's actions,
                     which will be taken into consideration), or profits or
                     losses which are not derived from the ordinary operation of
                     Tefron.

                     N = Tefron's issued stock (in NIS par value) at the end of
                     the year for which the Grant is paid, plus the Option
                     Shares (in NIS par value) of all Options which are under
                     Tefron's approved stock Option plans at the end of the said
                     year (whether issued at that time, or not).


                                      -3-
<PAGE>


             4.4.3.  The Annual Grant will be paid for each calendar year in
                     which Mr. Shiran acted asTefron's Chief Executive Officer.
                     In case of a year in which Mr. Shiran will act asTefron's
                     Chief Executive Officer for only part of the calendar year,
                     the Management Company will be entitled to a proportional
                     part of the Annual Grant.

             4.4.4.  The Annual Grant will be paid no later than March 31st of
                     each year, unless the approval of the shareholders of
                     Tefron is required in which event such Grant shall be paid
                     no later than 30 days after the receipt of such
                     shareholders approval (the "Payment Date").

5.    RELATIONSHIP BETWEEN THE PARTIES

      5.1.   It is agreed upon and declared that the Management Company is
             providing the Management Services as an independent contractor, and
             there shall not be any employer employee relations between Tefron
             and the Management Company or anyone on its behalf including Mr.
             Shiran and / or anyone else on behalf of the Management Company.

      5.2.   It is further clarified that Mr. Shiran chose the legal framework
             through which the Management Services be provided to Tefron (i.e.:
             by his Management Company as an independent contractor). Therefore,
             the Consideration the Management Company is entitled to is equal to
             the total consideration and benefits Mr. Shiran would have been
             entitled to if he were to be Tefron's employee. It is therefore
             agreed that the Consideration paid to the Management Company has
             been calculated under the assumption that there shall not be
             employer employee relations between the Parties and / or anyone on
             their behalf.

      5.3.   For the avoidance of doubt, it is hereby clarified that as Mr.
             Shiran's employer, the Management Company shall allocate and pay
             (on its account) to Mr. Shiran any and all allocations and payments
             required according to any applicable law with regard to his
             employment in the Management Company, including with regard to the
             Management Services to be provided according to this Agreement,
             including social benefits, severance pay etc. (all, with respect to
             the salary to which Mr. Shiran is or will be entitled to receive
             from the Management Company according to their employment
             agreement), and the Management Company shall arrange all needed and
             customary insurance coverage with regard to the those services.

      5.4.   In the event that a competent court shall determine that there were
             employer employee relations between Tefron (or anyone on its
             behalf) and Mr. Shiran (or anyone else on behalf of the Management
             Company) during the term of this Agreement, then Mr. Shiran's
             rights and benefits (such as to severance pay and to any other
             applicable social benefit) shall be determined based on a base
             salary of US $ 20,000 (twenty thousand US Dollars) (the "Base
             Salary"). Furthermore, in this event the amounts due to Mr. Shiran
             as severance pay or for other applicable social benefits, will be
             reduced in the amount in which the payments according to this
             Agreement (the Compensation paid throughout its term) exceeded the
             Base Salary that would have been paid throughout the same term.


                                      -4-
<PAGE>


      5.5.   The Management Company and Mr. Shiran, jointly and severally, shall
             compensate Tefron and / or anyone on its behalf upon request in the
             event that Tefron shall suffer expenses or damages of any kind and
             / or any amount shall be rewarded, all as a result of a
             determination that there were employer employee relations between
             the Parties and / or anyone on their behalf.

6.    THE TERM OF THE AGREEMENT

      6.1.   The terms and conditions of this Agreement shall apply as of
             [month], [day], 2003 (the "EFFECTIVE DAY").

      6.2.   The termination of this Agreement as stated in Sections 6.1, 6.3
             and 6.4 is without any remedy, indemnification, compensation or
             reward. This Section shall not prevent any of the Parties from
             seeking any remedy from the other party due to a breach of this
             Agreement.

      6.3.   Notwithstanding anything herein, Tefron shall be entitled to
             terminate this Agreement by a written notice of at least 30 days in
             advance, in any and/or all of the following cases ("For Cause"):

             6.3.1.  A fundamental breach by the Management Company and/or Mr.
                     Shiran of this Agreement;

             6.3.2.  A breach by Mr. Shiran of his fiduciary or trust duties
                     towards Tefron.

             6.3.3.  The conviction of the Management Company and/or Mr. Shiran
                     in respect of an offense involving ignominy and/or a felony
                     which effects the management's capability.

             6.3.4.  Ownership by the Management Company and/or Mr. Shiran of an
                     interest in a business in direct competition with Tefron.

      6.4.   Notwithstanding anything herein, this Agreement shall be terminated
             upon Tefron's or the Management Company's 90 days prior written
             notice. Each of the Parties (Tefron or the Management Company) may
             give such notice upon its sole discretion. Notwithstanding the
             above, if Tefron terminates this Agreement according to this
             sub-section, the Management Company will be entitled to an
             additional 180 days notice (a total of 270 days notice). The
             Management Company will be entitled to the Consideration during the
             said notice period.

      6.5.   Tefron is entitled at its own exclusive discretion to pay the
             Consideration for part or the entire notice period as determined in
             this Article 6 above, and accordingly to end the provision of the
             Management Services earlier than at the end of the relevant notice
             period.

      6.6.   In the event the Agreement is terminated for any reason whatsoever,
             the Management Company and Mr. Shiran shall transfer his position
             to his replacement in an orderly manner and will return to Tefron
             all documents, copies or recorded information in any form or
             material which came to its possession in connection with the
             Management Services.


                                      -5-
<PAGE>


7.    TAXES

      Each party shall bear all the taxes that any applicable law cast upon  it
      in connection with this Agreement. Tefron shall not bear any tax, which is
      applicable to the Management Company or to Mr. Shiran.

8.    CONFIDENTIALITY AND INTELLECTUAL PROPERTY

      8.1.   The Management Company and Mr. Shiran recognize and acknowledge
             that the business information, financial data, commercial data,
             technical information, trade secrets, methods, data, developments,
             designs, inventions, improvements and works authorship, which
             Tefron owns including Tefron's plans, developments and/or products,
             and all other details concerning the activities of Tefron group and
             its business in Israel and abroad, whether existing today or
             planned for the future, including its property, proprietary rights,
             including patents, title, installations, obligations, transactions,
             financial condition, plans, business operations and relationship
             with its employees, suppliers, customers and authorities and/or any
             other information obtained/received by either of them within the
             scope of the Management Services and/or in connection with Tefron
             and/or its business are confidential and the property of Tefron
             ("Information"). The term "Information", as used in this Agreement,
             will not include information which is within the public domain,
             provided that the source of Information to the public domain is not
             the Management Company or Mr. Shiran or someone else who owns a
             confidentiality duty to Tefron, and will not include information
             brought to Tefron by the Management Company or by Mr. Shiran.

      8.2.   Except as directed by Tefron, and in the ordinary course of
             Tefron's business, the Management Company and Mr. Shiran will not,
             other than for the sole benefit of Tefron, disclose, disseminate,
             transfer and/or use the Information. Further, the Management
             Company and Mr. Shiran will maintain the confidentiality of the
             contents of this Agreement, unless otherwise is required by
             applicable law.

      8.3.   Without derogating from the above, the Management Company and Mr.
             Shiran undertake to maintain absolute confidentiality in respect of
             all Information about any discoveries, designs, developments,
             inventions, improvements and/or ideas ("Creations") made or
             acquired by either of them while engaged/affiliated with Tefron,
             which are within Tefron's business, and which came to the their
             awareness as a result of them providing the Management Services
             under this Agreement or as a result of Mr. Shiran's prior
             engagements with Tefron (either as employee, consultant, board
             member or manager). The Management Company and Mr. Shiran further
             recognize and acknowledge that any and all Creations made and/or
             acquired by either of them while engaged/affiliated with Tefron,
             whether or not made and/or acquired by him (i) during work hours
             (ii) at the premises of Tefron (iii) with the assistance of
             information/material provided to them by Tefron and/or (iv) at the
             request of Tefron, are and will be the exclusive property of Tefron
             and the Management Company and Mr. Shiran will have no right
             thereto. The Management Company and Mr. Shiran will, at the request
             and expenses of Tefron, execute any and all instruments required to
             vest complete title and ownership to the Creations in (or to
             clarify that complete title and ownership belongs to) Tefron and/or
             as necessary to legally protect the Creations in Israel and abroad.
             The Management Company and Mr. Shiran will perform all such actions
             without receiving any additional compensation therefor.


                                      -6-
<PAGE>


      8.4.   A breach of Article 8 by the Management Company or Mr. Shiran shall
             be considered a material breach of this Agreement.

      8.5.   All of the undertakings and obligations of the Management Company
             and Mr. Shiran set forth in this section 8, will commence on the
             date Mr. Shiran was first engaged by or became affiliated with
             Tefron, will continue throughout his engagement by and affiliation
             with Tefron, will survive the termination of this Agreement, and
             except as prohibited or limited by law, will be valid without
             limitation in time.

9.    NON COMPETITION

      9.1.   Throughout the entire term of this Agreement and for a period of
             two (2) years from the date of termination or expiry of this
             Agreement ("Non-Compete Period"), the Management Company and Mr.
             Shiran undertake not to compete and/or place themselves in a
             position of having an interest in and/or being engaged by/within a
             person which competes with Tefron's business. Without prejudice to
             the generality of the foregoing, Mr. Shiran undertakes that during
             the Non-Compete Period he will not work, engage or advise, whether
             as a salaried employee and/or as a self-employed person, for
             remuneration or otherwise, in any subject and engagement if such
             constitutes a competition with Tefron.

      9.2.   A breach of this Article 9 shall be considered a material breach of
             this Agreement.

10.   MISCELLANEOUS

      10.1.  NOTICE. All notice or other communications provided for by this
             Agreement, will be given in writing, either by personal delivery,
             registered mail, postage prepaid, or by facsimile transmission to
             the person at their last known address or number (or as otherwise
             designated by the person in writing). All notices or communications
             given by personal delivery or by facsimile transmission will be
             deemed delivered on the next business day following transmission or
             delivery (the facsimile transmission receipt will act as PRIMA
             FACIE proof of delivery); those given by mail will be deemed
             delivered on the seventh (7th) business day after posting. A notice
             given by Tefron to Mr. Shiran shall be deemed as given to the
             Management Company as well. A notice given by Tefron to the
             Management Company shall be deemed as given to Mr. Shiran as well.

      10.2.  REMEDIES CUMULATIVE. Each right, power, and remedy provided for
             under this Agreement or now or hereafter existing at law, in
             equity, by statute or otherwise, will be cumulative, and the
             exercise (whether single or partial), delay, or forbearance in
             exercising by any party of one or more of such rights, powers and
             remedies will not act as a waiver or preclude the simultaneous or
             later exercise by such party of any or all of such rights, powers
             or remedies.


                                      -7-
<PAGE>


      10.3.  CONSTRUCTION. Except as specifically indicated, the section numbers
             and captions appearing in this Agreement are inserted only as a
             matter of convenience and are not in any way intended to define,
             limit, construe or describe the scope or intent of such sections or
             in any way affect the construction of the Agreement. The term
             "person", as used in this Agreement, will be interpreted broadly to
             include, without limitation, any individual, corporation, company,
             partnership, joint venture, and/or entity.

      10.4.  SEVERABILITY. If any provision this Agreement, or application
             thereof to any person or circumstances, will for any reason or to
             any extent, be invalid or unenforceable, such invalidity or
             unenforceability will not in any manner affect or render invalid or
             unenforceable the remainder of this Agreement and the application
             of that provision to other persons or circumstances will not be
             affected, but rather will be enforced to the extent permitted by
             law. In the event of the invalidity or unenforceability of any
             provision of this Agreement or the application thereof to any
             person or circumstances, the parties will, at the request of any of
             the parties, negotiate in good faith to agree on changes or
             amendments to this Agreement which are required to effectuate the
             intent and purpose of this Agreement in the light of the invalidity
             or unenforceability.

      10.5.  FURTHER ASSURANCES. Each party will cooperate, take such further
             reasonable action and execute and deliver such further documents as
             may be reasonably requested by any of the parties in order to
             effectuate the intent and purposes of this Agreement and the
             parties.

      10.6.  SUCCESSORS AND ASSIGNS.

             (a) Tefron will be allowed to assign, transfer and otherwise convey
             its rights and obligations under the Agreement to any entity in
             which it holds more than fifty-one percent (51%) of shareholder's
             (or equivalent) voting rights.

             (b) The Management Company and Mr. Shiran may not assign, transfer
             or otherwise convey the rights or obligations under the Agreement.
             Notwithstanding the above, the Management Company may assign or
             transfer all (but not part of) its rights and obligations under the
             Agreement to Mr. Shiran himself or to a company which is, directly
             or indirectly, controlled by Mr. Shiran or, subject to the receipt
             of the prior approval of Tefron's Audit Committee, to a company
             which is, directly or indirectly, controlled by Mr. Shiran.

      10.7.  ENTIRE AGREEMENT. This Agreement contains the complete statement of
             all of the agreements, understandings, representations and
             arrangements between the Parties with respect to the subject matter
             hereof ("Prior Agreements"), and to the extent such Prior
             Agreements exist, such Prior Agreements are merged herein and will
             be considered superseded by this Agreement. Nothing in the above
             shall be deemed to derogate from the effect of Option Agreements
             between Tefron and Mr. Shiran entered as of January 1, 2001 and as
             of August 5th 2002. No provision of this Agreement may be modified,
             waived or discharged unless done so in writing and signed by all
             Parties.

      10.8.  GOVERNING LAW. This Agreement and all and the rights and
             obligations of the parties related to this Agreement will be
             exclusively governed by and construed in accordance with the laws
             of the State of Israel.


                                      -8-
<PAGE>


IN WITNESS WHEREOF, the undersigned authorized representatives of the parties
affixed their signatures:



    /s/ Arie Wolfson             /s/ Yosef Shiran              /s/ Yosef Shiran

    /s/ Sigi Rabinowicz

            Tefron Ltd.    Shiran & Partners - Consulting,     Mr. Yosef Shiran
                               Entreprenuership and
                                  Financing Ltd.


                                      -9-