EXHIBIT 4.6

                    MEMBERSHIP INTEREST REDEMPTION AGREEMENT

THIS MEMBERSHIP INTEREST REDEMPTION AGREEMENT (this "AGREEMENT") is made and
entered into effective as of the 26 day of April, 2006, by and between
AlbaHealth, LLC, a Delaware limited liability company (the "COMPANY"), and
Tefron USA, Inc., a Delaware corporation formerly known as Alba-Waldensian, Inc.
("SELLER").

                                R E C I T A L S:

     A. Seller is a member of the Company, owning 48,325 common units in the
Company. The common units owned by Seller are hereinafter referred to as the
"SELLER UNITS."

     B. Pursuant to an option set forth in that certain Put Option Agreement
dated September 6, 2002 by and among the Company, Seller, Encompass Group,
L.L.C. ("Encompass") and General Electric Capital Corporation ("GE"), as amended
by Amendment No. 1 to the Put Option Agreement dated December 13, 2004
(collectively, the "PUT OPTION AGREEMENT"), Seller has elected to sell all of
the Seller Units to the Company.

     C. The parties have agreed to terms and conditions of sale of the Seller
Units that differ in certain respects from those described in the Put Option
Agreement, and they desire to execute this Agreement to confirm the terms
pursuant to which the Seller Units will be redeemed by the Company effective as
of the Closing Date (as defined below).

     NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

     1. REDEMPTION OF SELLER UNITS. Effective as of the Closing Date, the
Company shall redeem from Seller, and Seller shall sell, transfer, assign and
deliver to the Company, the Seller Units on the terms and conditions set forth
herein.

     2. PURCHASE PRICE AND PAYMENT TERMS. The aggregate consideration payable by
the Company for the Seller Units (the "PURCHASE PRICE") shall be Thirteen
Million Two Hundred Fifty Thousand and 00/100 Dollars ($13,250,000.00). The
Purchase Price shall be payable as follows:

          a. Ten Million Two Hundred Fifty Thousand and 00/100 Dollars
     ($10,250,000.00) (the "CLOSING PAYMENT") shall be payable in cash at
     Closing (as defined below); and

          b. Three Million and 00/100 Dollars ($3,000,000.00) shall be payable
     pursuant to the terms of a subordinated promissory note in the form
     attached hereto as EXHIBIT A (the "PROMISSORY NOTE").

     3. REPRESENTATIONS AND WARRANTIES OF SELLER. As a material inducement to
the Company to enter into this Agreement, Seller represents and warrants as
follows:


<PAGE>


          a. UNENCUMBERED TITLE. The Seller Units are free and clear of all
     liens, encumbrances or other charges of any kind whatsoever except those
     restrictions imposed by (i) that certain Limited Liability Company
     Agreement of AlbaHealth, LLC dated as of September 6, 2002 (the "LIMITED
     LIABILITY COMPANY AGREEMENT"), and (ii) that certain Borrower Stockholder
     Pledge Agreement dated as of September 6, 2002 among Encompass, Seller, GE,
     as a member of the Company, and GE, as Agent for the Lenders (the "PLEDGE
     AGREEMENT"), and at Closing, upon payment of the Purchase Price, Seller
     will transfer to the Company good and valid title to the Seller Units, free
     and clear of all liens, encumbrances or other charges of any kind
     whatsoever, subject to the terms of the Limited Liability Company
     Agreement. The Seller Units represents all of Seller's interest in the
     Company of any kind whatsoever, whether debt or equity.

          b. EXECUTION AND DELIVERY. Seller has the requisite power and
     authority to enter into this Agreement all documents and instruments
     contemplated hereby, and to sell the Seller Units. This Agreement has been
     duly and validly executed and delivered by Seller, and constitutes a valid
     and binding agreement of Seller enforceable against Seller in accordance
     with its terms, except as may be limited by bankruptcy, liquidation,
     receivership, conservatorship, insolvency or other similar laws affecting
     the rights of creditors generally and by general equitable principles.

          c. AUTHORITY. The execution, delivery and performance of this
     Agreement and all documents and instruments contemplated hereby, and the
     consummation by Seller of the transactions contemplated hereby and thereby,
     have been duly authorized by all necessary action on the part of Seller.

     4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. As a material inducement
to Seller to enter into this Agreement, the Company represents and warrants as
follows:

          a. EXECUTION AND DELIVERY. The Company has the requisite power and
     authority to enter into this Agreement, the Promissory Note and all
     documents and instruments contemplated hereby and thereby (collectively,
     the "TRANSACTION DOCUMENTS"), to redeem the Seller Units and to otherwise
     perform its obligation under the Transaction Documents. The Transaction
     Documents have been duly and validly executed and delivered by the Company,
     and each constitutes a valid and binding obligation of the Company
     enforceable against the Company in accordance with its terms, except as may
     be limited by bankruptcy, liquidation, receivership, conservatorship,
     insolvency or other similar laws affecting the rights of creditors
     generally and by general equitable principles.

          b. AUTHORITY. The execution, delivery and performance of the
     Transaction Documents and the consummation by the Company of the
     transactions contemplated hereby and thereby have been duly authorized by
     all necessary action on the part of the Company.

          c. NO CONFLICTS. The execution, delivery and performance of the
     Transaction Documents by the Company and the consummation by the Company of
     the transactions contemplated hereby and thereby, including the issuance of
     Common Units to Seller under clause (b) of Section 11 of the Promissory
     Note, do not and will not (i) conflict with or violate any provision of its
     organizational documents, including the Limited Liability Company
     Agreement, (ii) conflict with, or constitute a default (or an event that,
     with notice or lapse of time or both, would become a default) under, or
     give to others any rights of termination, amendment, acceleration, or
     cancellation of, any agreement or instrument to which the Company is a
     party or by which any of its property is subject, or (iii) result in a
     violation of any law, rule, regulation, order, judgment, injunction, decree
     or other restriction of any court or governmental authority to which the
     Company is subject or by which any property of the Company is subject.


                                       2
<PAGE>


     5. ADDITIONAL AGREEMENTS AND COVENANTS.

          a. POST-CLOSING ACTIONS. On or after the Closing Date, each party
     shall prepare, execute and deliver such further instruments and take such
     further action as the other party hereto shall reasonably request at any
     time or from time to time in order to perfect, confirm or evidence in the
     Company title (as such title is conveyed pursuant to this Agreement) to all
     or any of the Seller Units or to consummate, in any other manner, the terms
     and conditions of this Agreement.

          b. GENERAL ADMINISTRATIVE SERVICES AGREEMENT. On the Closing Date,
     Seller and the Company shall enter into an amendment to that certain
     General Administrative Services Agreement between the Company and Seller
     dated September 6, 2002 (the "ADMINISTRATIVE SERVICES AGREEMENT"), pursuant
     to which the amount payable by the Company to Seller for the 12-month
     period commencing January 1, 2006 will be $766,000. The amendment shall be
     in the form attached hereto as EXHIBIT B (the "AMENDMENT TO ADMINISTRATIVE
     SERVICES AGREEMENT").

          c. COMPUTER SYSTEM. On January 1, 2007, the Company agrees to purchase
     from Seller, and Seller agrees to sell to the Company, or its assigns, for
     a price of $600,000, all of the computer hardware and software, including
     all related software licenses and hardware and software leases, comprising
     the computer system located in Valdese, North Carolina and Rockwood,
     Tennessee that is currently owned by Seller and used by the Company in its
     regular business activities and for preparation of its internal financial
     statements, all of which hardware and software are described on Schedule I
     hereto. The purchase and sale of the computer system is expressly
     conditioned upon (i) the Closing of the redemption transaction contemplated
     by this Agreement, (ii) the equipment and software comprising the computer
     system being free and clear of all liens and encumbrances and in reasonable
     working order, and (iii) the delivery by Seller of any necessary consents
     from Seller's software licensors; provided, that (i) any fees payable to
     software licensors and to hardware and software lessors required in
     connection with the assignment of the software licenses and the hardware
     and software leases to the Company shall be paid by the Company and (ii)
     the Company assumes those obligations of Seller under the hardware and
     software leases assigned to the Company which accrue on and after the
     purchase and sale of the computer system. At the time of the Company's
     purchase of the computer system from Seller, Seller will deliver to the
     Company a Bill of Sale including customary warranties of Seller's title and
     reasonable working condition of the computer system. Upon consummation of
     such purchase, the Administrative Services Agreement will be terminated.


                                       3
<PAGE>


          d. MUTUAL RELEASE. At Closing, Seller and the Company shall execute
     and deliver to each other a Mutual Release in the form attached hereto as
     EXHIBIT C (the "MUTUAL RELEASE").

          e. CONVERSION RIGHTS. The Company shall not, directly or indirectly,
     enter into, incur or permit to exist any agreement that prohibits,
     restricts or imposes any condition upon the ability of Seller to exercise
     its conversion rights and receive Common Units, free and clear of any
     restriction, lien or encumbrance of any kind, in accordance clause (b) of
     Section 11 of the Promissory Note.

     6. DATE AND PLACE OF CLOSING. The purchase and sale of the Seller Units
shall take place (the "CLOSING") at the offices of Winthrop & Weinstine, P.A. at
10:00 a.m., local time, within five (5) business days after satisfaction (or
waiver) of the conditions to Closing described in Section 7 of this Agreement
(the "CLOSING DATE"). In the event the Closing has not occurred by April 25,
2006, or such later date as the parties may agree upon, either party hereto
shall have the right to terminate this Agreement on notice to the other party,
unless the failure of the Closing to occur by such date is due to the failure of
the terminating party to comply with its obligations hereunder. Termination of
this Agreement shall not relieve a party from responsibility for damages
resulting from its breach. Each party hereto agrees to use its reasonable best
efforts to satisfy any conditions to Closing that are within its control.

     7. CONDITIONS TO CLOSING.

          a. CONDITIONS TO OBLIGATIONS OF THE COMPANY. The obligation of the
     Company to close the transactions contemplated hereby shall be subject to
     and is contingent upon the satisfaction at or before the Closing Date of
     the following conditions (unless waived in writing by the Company):

               (i) REPRESENTATIONS AND WARRANTIES. The representations and
          warranties of Seller set forth in SECTION 3 of this Agreement shall
          have been true and correct in all material respects when made and
          shall be true and correct in all material respects at the Closing Date
          as if such representations and warranties were made at such time, and
          Seller shall deliver to the Company at Closing a certificate of an
          authorized officer of Seller certifying to this condition.

               (ii) PERFORMANCE OF AGREEMENT. All covenants, conditions and
          other obligations under this Agreement which are to be performed or
          complied with by Seller on or before the Closing Date shall have been
          fully performed and complied with in all respects on or before the
          Closing Date.

               (iii) GE RELEASE. GE shall have provided a release of the Seller
          Units from the Pledge Agreement.

               (iv) SUBORDINATION AGREEMENT. Seller and SunTrust Bank shall have
          executed the Subordination Agreement in the form attached hereto as
          EXHIBIT D (the "SUBORDINATION AGREEMENT").


                                       4
<PAGE>


               (v) NO DEFAULT. Immediately after giving effect to the payment of
          the Purchase Price, the fair value of the assets of the Company will
          exceed all liabilities of the Company, other than liabilities to
          Company members on account of their membership interests and
          liabilities for which the recourse of creditors is limited to
          specified property of the Company.

          In the event that any one or more of the conditions in this SECTION
     7.A. have not been satisfied (or waived) by the Closing Date, the Company
     shall have the right to terminate this Agreement by notice to Seller.

          b. CONDITIONS TO OBLIGATIONS OF SELLER. The obligation of Seller to
     close the transactions contemplated hereby shall be subject to the
     satisfaction at or before the Closing Date of the following conditions
     (unless waived in writing by Seller):

               (i) REPRESENTATIONS AND WARRANTIES. The representations and
          warranties of the Company set forth in SECTION 4 of this Agreement
          shall have been true and correct in all respects when made and shall
          be true and correct in all material respects at the Closing Date as if
          such representations and warranties were made at such time, and the
          Company shall deliver to Seller a certificate of an authorized officer
          of the Company certifying to this condition.

               (ii) PERFORMANCE OF AGREEMENT. All covenants, conditions and
          other obligations under this Agreement that are to be performed or
          complied with by the Company shall have been fully performed and
          complied with in all respects on or prior to the Closing Date.

               (iii) GE RELEASE. GE shall have provided a release of the Seller
          Units from the Pledge Agreement.

               (iv) PROMISSORY NOTE. The Company shall have executed the
          Promissory Note.

               (v) SUBORDINATION AGREEMENT. The Company and SunTrust Bank shall
          have executed the Subordination Agreement.

               (vi) SUNTRUST LETTER. SunTrust Bank shall have executed a letter
          in the form attached hereto as EXHIBIT F in which it agrees to
          consider increasing by $3,000,000 the Revolving Commitment under its
          loan agreement with the Company under certain circumstances (the
          "SunTrust Letter").

     8. CLOSING DELIVERIES.

          a. DELIVERIES BY SELLER. At or prior to the Closing Date, Seller shall
     deliver the following items and documents to the Company, each duly and
     properly executed:

               (i) One (1) original of the Membership Interest Power in the form
          attached hereto as EXHIBIT E conveying, selling, transferring and
          assigning to the Company all of Seller's right, title and interest in
          the Seller Units;


                                       5
<PAGE>


               (ii) Four (4) counterpart originals of the Amendment to
          Administrative Services Agreement;

               (iii) Four (4) counterpart originals of the Mutual Release;

               (iv) Four (4) counterpart originals of the Subordination
          Agreement;

               (v) A written resignation from each of Seller's designees to the
          Company's Board of Managers;

               (vi) Certified copies of the corporate resolutions of Seller
          authorizing the transactions contemplated hereby, and authorizing the
          execution, delivery and performance of this Agreement and all other
          documents and agreements contemplated hereby; and

               (vii) Seller's Certificate dated as of the Closing Date
          confirming that (i) the representations and warranties of Seller were
          true and correct in all material respects when made and remain true
          and correct in all material respects on and as of the Closing Date,
          and (ii) all covenants, agreements and conditions required to be
          performed or complied with by Seller prior to or at the Closing Date
          have been performed or complied with by Seller.

          b. DELIVERIES BY THE COMPANY. At the Closing Date, the Company shall
     deliver the following items and documents to Seller, each duly and properly
     executed:

               (i) Four (4) counterpart originals of the Amendment to
          Administrative Services Agreement;

               (ii) Four (4) counterpart originals of the Mutual Release;

               (iii) Certified copies of the resolutions of the Company
          authorizing the transactions contemplated hereby, and authorizing the
          execution, delivery and performance of this Agreement and all other
          documents and agreements contemplated hereby;

               (iv) The Company's Certificate dated as of the Closing Date
          confirming that (i) the representations and warranties of the Company
          were true and correct in all material respects when made and remain
          true and correct in all material respects on and as of the Closing
          Date, and (ii) all covenants, agreements and conditions required to be
          performed or complied with by the Company prior to or at the Closing
          Date have been performed or complied with by the Company;

               (v) A written release by GE of the Seller Units from the Pledge
          Agreement;

               (vi) The Closing Payment, via wire transfer, to an account
          designated by Seller;

               (vii) The Promissory Note;


                                       6
<PAGE>


               (viii) The Subordination Agreement; and

               (ix) The SunTrust Letter executed by SunTrust Bank.

     9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The statements,
representations, warranties, covenants and agreements of the parties hereto
contained in this Agreement and in any certificate, instrument or document
delivered by or on behalf of any of the parties hereto pursuant to this
Agreement and the transactions contemplated hereby shall survive the Closing and
the consummation of the transactions contemplated hereby.

     10. OBSERVER RIGHTS. Until the Promissory Note is paid in full, Seller
shall be entitled to designate a non-voting observer to attend and participate
in (but not vote at) all meetings of the Board of Managers of the Company and
all Board committees. The Company shall provide the observer with copies of all
notices, minutes, consents, financial information and other materials that it
provides to its managers at the same time and in the same manner as provided to
such managers. Seller may, at any time, substitute or replace the observer. The
observer shall be entitled to the same indemnification from the Company as is
provided to all other members of the Board.

     11. INDEMNIFICATION.

          a. INDEMNITY BY SELLER. Seller agrees to indemnify, defend, exonerate
     and hold the Company and its managers, officers, members, affiliates,
     representatives, agents, successors and assigns, free and harmless from and
     against any and all actions, causes of action, suits, losses, liabilities,
     demands, damages, claims and expenses, of whatever type or nature,
     including reasonable attorneys' fees and disbursements (collectively
     "LOSSES"), incurred in any capacity by any of the indemnitees as a result
     of or relating to any breach or misrepresentation of any of the
     representations, warranties, covenants or agreements of Seller set forth in
     this Agreement; provided that Seller shall not be liable for any loss of
     profits or consequential damages suffered by the Company or any other
     indemnitee under this Section 11.a.

          b. INDEMNITY BY THE COMPANY. The Company agrees to indemnify, defend,
     exonerate and hold Seller and its officers, directors, shareholders,
     affiliates, representatives, agents, successors and assigns, free and
     harmless from and against any and all Losses, incurred in any capacity by
     any of the indemnitees as a result of or relating to any breach or
     misrepresentation of any of the representations, warranties, covenants or
     agreements of this Company set forth in any of this Agreement; provided
     that the Company shall not be liable for any loss of profits or
     consequential damages suffered by Seller or any other indemnitee under this
     Section 11.b.

     12. TERMINATION OF INTERESTS. From and after the Closing Date, and except
for Seller's rights under this Agreement and under the Promissory Note, Seller
shall have no further interest in the assets, profits or management of the
Company, and all obligations of the Company to Seller, including the return of
any capital contribution, loan or advance, and all obligations of Seller to the
Company, including those under the Limited Liability Company Agreement, shall be
deemed satisfied and discharged.


                                       7
<PAGE>


     13. MISCELLANEOUS.

          a. INCORPORATION OF RECITALS. The recitals set forth above are
     incorporated herein and are made a part of this Agreement as if fully set
     forth herein and shall constitute an expression of the intent of the
     parties and as an aid in the construction of this Agreement.

          b. ENTIRE AGREEMENT; AMENDMENT. This Agreement, including the
     schedules and exhibits, constitutes the entire agreement between the
     parties and supersedes all prior discussions, negotiations and
     understandings relating to the subject matter hereof, whether written or
     oral. This Agreement may not be amended, altered, enlarged, supplemented,
     abridged, modified, or any provisions waived, except by a writing duly
     signed by all of the parties (in the case of an amendment) and by the
     waiving party (in the case of a waiver).

          c. COUNTERPARTS. This Agreement may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     taken together shall constitute one and the same instrument.

          d. HEADINGS. The headings of the paragraphs of this Agreement are
     included for purposes of convenience only and shall not affect the
     construction or interpretation of any of its provisions.

          e. NO THIRD-PARTY RIGHTS. Nothing expressed or implied in this
     Agreement is intended, nor may be construed, to confer upon or give any
     person, firm or corporation, other than the parties hereto, any rights or
     remedies under or by reason of this Agreement.

          f. REMEDIES. The rights, remedies, powers and privileges provided in
     this Agreement are cumulative and not exclusive and are in addition to any
     and all rights, remedies, powers and privileges granted by law, rule,
     regulation or instrument. The parties agree that, in addition to any other
     relief afforded under the terms of this Agreement, the parties may enforce
     this Agreement by injunctive or mandatory relief to be issued by or against
     the other parties, it being understood that both damages and specific
     performance will be proper modes of relief and are not to be understood as
     alternative remedies.

          g. GOVERNING LAW. This Agreement shall be deemed to be a contract made
     under the laws of the State of Delaware and for all purposes it, plus any
     related or supplemental documents and notices, shall be construed in
     accordance with and governed by the laws of such State; provided that the
     Subordination Agreement and the Promissory Note shall be governed by the
     laws of the State of Georgia.

          h. WAIVER. No failure on the part of either party to exercise, and no
     delay in exercising, any right or remedy hereunder shall operate as a
     waiver thereof; nor shall any single or partial exercise of any right or
     remedy hereunder preclude any other or further exercise thereof or the
     exercise of any other right or remedy granted hereby or by any related
     document or by law.


                                       8
<PAGE>


          i. SUCCESSORS AND ASSIGNS. This Agreement and all documents related
     hereto shall be binding upon and inure to the benefit of the parties hereto
     and their respective successors and assigns. No party shall have the right
     to assign this Agreement without the prior written consent of each other
     party hereto.

          j. NOTICES. All notices and communications required or permitted under
     this Agreement shall be in writing and shall be delivered by hand, by
     registered or certified mail, postage prepaid, by overnight courier, or by
     facsimile transmission, in each case addressed as follows:

          If to the Company:                 AlbaHealth, LLC
                                             Attn: David A. Huelsbeck
                                             615 Macon Road
                                             McDonough, GA 30253
                                             Telephone: (800) 284-4540
                                             Facsimile: (770) 957-6728

          With a copy to:                    Winthrop & Weinstine, P.A.
                                             ATTN: Timothy M. Barnett, Esq.
                                             225 South Sixth Street, Suite 3500
                                             Minneapolis, MN 55402-4629
                                             Telephone: (612) 604-6400
                                             Facsimile: (612) 604-6800

          If to Seller:                      Tefron USA, Inc.
                                             ATTN: Yosef Shiran
                                             Industrial Center
                                             Teradyon, P.O. Box 1365,
                                             Misgav 20179, Israel
                                             Telephone: (972)4-990-0803
                                             Facsimile: (972) 4-990-0054

          With a copy to:                    Dewey Ballantime LLP
                                             ATTN: Morton A. Pierce, Esq.
                                             1301 Avenue of the Americas
                                             New York, NY 10019
                                             Telephone:_______________
                                             Facsimile: (212) 259-6333

          and to:                            Gross, Kleinhendler, Hodak, Halevy,
                                             Greenberg & Co.
                                             ATTN:  Richard Mann, Adv.
                                             One Azrieli Center
                                             Tel Aviv, 67021 Israel
                                             Telephone: (972) 3-607-4444
                                             Facsimile: (972) 3-607-4411


                                       9
<PAGE>


     All notices and communications shall be effective as follows: if delivered
by mail, on the earlier of the day of actual receipt or ten business days after
deposit in mail; if sent by overnight courier, three business days after sent by
a reputable overnight courier; if delivered in person, upon actual receipt or,
if delivery is refused, upon tender of delivery; if sent by facsimile
transmission, immediately upon dispatch to the facsimile numbers shown above if
a business day at the location of receipt and confirmation of successful
transmission is received.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


                                       10
<PAGE>


          [SIGNATURE PAGE TO MEMBERSHIP INTEREST REDEMPTION AGREEMENT]

     IN WITNESS WHEREOF, the parties have executed this Membership Interest
Redemption Agreement as of the date and year first written above.

ALBAHEALTH, LLC


By: /s/ A. William Ott
----------------------
A. William Ott
Its PRESIDENT

TEFRON USA, INC.


By: /s/ Yosef Shiran
--------------------
Yosef Shiran
Its Chief Executive Officer

By: /s/ Asaf Alperovitz
-----------------------
ASAF ALPEROVITZ
Its Senior Vice President


                                       11
<PAGE>


                                    EXHIBIT A

                      FORM OF SUBORDINATED PROMISSORY NOTE

                                 [See attached]


<PAGE>


                                    EXHIBIT B

         FORM OF AMENDMENT TO GENERAL ADMINISTRATIVE SERVICES AGREEMENT

             AMENDMENT TO GENERAL ADMINISTRATIVE SERVICES AGREEMENT

THIS AMENDMENT, made and entered into this ___ day of _____________, 2006, by
and between AlbaHealth, LLC, a Delaware limited liability company (the
"COMPANY"), and Tefron USA, Inc., a Delaware corporation formerly known as
Alba-Waldensian, Inc. ("TEFRON").

                              W I T N E S S E T H :

WHEREAS, the Company and Tefron previously entered into that certain General
Administrative Services Agreement dated September 6, 2002 (the "Administrative
Services Agreement"); and

WHEREAS, the parties wish to amend the Administrative Services Agreement to
modify the services, compensation and termination provisions thereof.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the
sufficiency of which is hereby acknowledged, the parties hereto agree to the
following terms and conditions:

     1. All references in the Agreement to "Alba" shall now read "Tefron".

     2. Section 3(a) of the Agreement is hereby amended to provide that the
Service Fee shall be Seven Hundred Sixty-Six Thousand and 00/100 Dollars
($766,000.00) for the 12-month period commencing January 1, 2006.

     3. Section 4 of the Agreement is hereby amended by adding a new subsection
(c) thereto, which subsection (c) shall provide in its entirety as follows:

          (c) This Agreement shall expire on December 31, 2006, unless the
     parties hereto agree to extend the Agreement in writing.

     4. Except as otherwise amended herein, the Administrative Services
Agreement is hereby ratified and remains valid and in full force and effect. The
amended portion of the Administrative Services Agreement shall be read, wherever
reasonable to do so, to be consistent with the portions not so amended; provided
that the amended portion shall be deemed to control and any conflict shall be
resolved in favor of such amended portion.

     5. This Amendment may be executed in two or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each of the parties and delivered
to the other parties.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


<PAGE>


   [SIGNATURE PAGE TO AMENDMENT TO GENERAL ADMINISTRATIVE SERVICES AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.

ALBAHEALTH, LLC


By: ___________________
Its:___________________

TEFRON USA, INC.


By:
---------------------------
Yosef Shiran
Its Chief Executive Officer


                                        2
<PAGE>


                                    EXHIBIT C

                             FORM OF MUTUAL RELEASE

                                 MUTUAL RELEASE

     THIS MUTUAL RELEASE is made and entered into effective as of the ____day of
___________, 2006, by and between Tefron USA, Inc., a Delaware corporation
formerly known as Alba-Waldensian, Inc. ("TEFRON"), and AlbaHealth, LLC, a
Delaware limited liability company (the "COMPANY").

                              W I T N E S S E T H :

     WHEREAS, prior to the date hereof, Tefron was a member of the Company;

     WHEREAS, Tefron and the Company have entered into a Membership Interest
Redemption Agreement and ancillary documents referenced therein (collectively,
the "REDEMPTION AGREEMENT") pursuant to which, among other things, the Company
is consummating the redemption from Tefron of all of its membership interest in
the Company; and

     WHEREAS, consummation of the transactions contemplated by the Redemption
Agreement is conditioned upon the execution of this Mutual Release by the
parties hereto.

     NOW, THEREFORE, in consideration of the mutual covenants, promises and
agreements of the parties herein contained and in consideration of, and as a
condition to, consummation of the transactions contemplated by the Redemption
Agreement, it is mutually agreed as follows:

1.   The Company, for itself and for each of its agents, representatives and
     assigns and others claiming through or under it, hereby releases and
     forever discharges Tefron, and each and all of its past, present and future
     officers, employees, directors, owners, agents and representatives, and
     each and all of their respective subsidiaries, affiliates, agents,
     representatives, predecessors, successors, assigns, associated companies,
     corporate parents and all of their respective past, present and future
     officers, employees, directors, owners, agents and representatives, of and
     from any and all manner of action or actions, cause or causes of action, in
     law or in equity, statutory or in common law, of any nature whatsoever,
     known or unknown, fixed or contingent, which the Company has, had or may
     hereafter have against each such persons or entities for or by reason of
     any matter, cause or thing whatsoever arising out of acts or events
     occurring from the beginning of time up to and through the date of this
     Mutual Release; except any claims arising out of the Redemption Agreement
     or the agreements entered into pursuant to the Redemption Agreement.


                                       1
<PAGE>


2.   Tefron, for itself and for each of its agents, representatives and assigns
     and others claiming through or under it, hereby releases and forever
     discharges the Company and each and all of its past, present and future
     officers, employees, managers, owners, agents and representatives, and each
     and all of their respective subsidiaries, affiliates, agents,
     representatives, predecessors, successors, assigns, associated companies,
     corporate parents and all of their respective past, present and future
     officers, employees, managers, directors, owners, agents and
     representatives, of and from any and all manner of action or actions, cause
     or causes of action, in law or in equity, statutory or in common law, of
     any nature whatsoever, known or unknown, fixed or contingent, which Tefron
     has, had or may hereafter have against such persons or entities for or by
     reason of any matter, cause or thing whatsoever arising out of acts or
     events occurring from the beginning of time up to and through the date of
     this Mutual Release; except any claims arising out of the Redemption
     Agreement, the subordinated promissory note executed by the Company
     pursuant thereto or the agreements entered into pursuant to the Redemption
     Agreement.

3.   The provisions of this Mutual Release are severable, and if any part of it
     is found to be unenforceable, the other paragraphs shall remain fully valid
     and enforceable. This Mutual Release shall survive the termination of any
     arrangements contained in it.

4.   All parties acknowledge that they have read all of the terms of this Mutual
     Release and have had an opportunity to discuss it with their respective
     attorneys. Each understands the terms of this Mutual Release. All parties
     execute this Mutual Release of their own free will in exchange for the
     consideration to be given, which each acknowledges is adequate and
     satisfactory.

     PLEASE READ CAREFULLY. This Mutual Release is a release of all known and
unknown claims.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


                                        2
<PAGE>


                       [SIGNATURE PAGE TO MUTUAL RELEASE]

     IN WITNESS WHEREOF, the parties hereto have executed this Mutual Release
effective as of the date and year first indicated above.

TEFRON USA , INC.                              AlbaHealth, LLC


By:______________________________              By:______________________________
   __________________(Print Name)                 __________________(Print Name)
   Its:__________________________                 Its:__________________________



                                        3
<PAGE>


                                    EXHIBIT D

                         FORM OF SUBORDINATION AGREEMENT

                                 [See attached]


<PAGE>


                                    EXHIBIT E

                        FORM OF MEMBERSHIP INTEREST POWER

                            MEMBERSHIP INTEREST POWER

     FOR VALUE RECEIVED, TEFRON USA, INC., a Delaware corporation formerly known
as Alba-Waldensian, Inc., hereby assigns and transfers unto ALBAHEALTH, LLC, a
Delaware limited liability company, FORTY-EIGHT THOUSAND THREE HUNDRED
TWENTY-FIVE (48,325) Common Units of ALBAHEALTH, LLC standing in its name on the
books of said limited liability company represented by certificate number 1
herewith.

Dated as of April ____, 2006.                        TEFRON USA, INC.


                                                     By:
                                                     ------------------------
                                                     Yosef Shiran
                                                     Its Chief Executive Officer


<PAGE>


                                    EXHIBIT F

                             FORM OF SUNTRUST LETTER

                                 [See attached]