STOCK PURCHASE AGREEMENT

     THIS  STOCK  PURCHASE AGREEMENT (this "Agreement") is made and entered into
as  of  November  7,  2002, by and among Matthew P. Dwyer ("Seller"), on the one
hand, and John W. Meyers ("Meyers") and William Michael Sessions ("Sessions" who
shall,  along  with  Meyers,  each  be  called  a  "Buyer"  and collectively the
"Buyers").

                                 R E C I T A L S

     A.     Seller  is  a  party  to that certain Stock Purchase Agreement dated
October 28, 2002 (the "October Agreement") whereby Seller will acquire, upon the
Closing  as  set  forth  in the October Agreement, 250,000 outstanding shares of
Series  A  Preferred  Stock  (the "Shares"), representing all of the outstanding
shares  of  preferred  stock  of  all  classes  of TMI Holdings, Inc., a Florida
corporation (the "Company").  A copy of the Statement of Designation of Series A
Preferred  Stock  is  attached  as  Exhibit  A  hereto.

     B.     Buyers  wish to purchase and Seller wishes to sell the Shares on the
terms  and  conditions  set  forth  in  this  Agreement.

     C.     Buyers,  and  each  of  them,  acknowledge  that  Buyers  has had an
opportunity  to  ask  questions  of appropriate persons concerning the business,
financial  condition  and  results  of  operations  of  the  Company.

     NOW,  THEREFORE, in reliance on the foregoing recitals and in consideration
of  and  for  the mutual covenants contained herein, the parties hereto agree as
follows:

                                A G R E E M E N T

     1.     SALE OF SHARES.  Seller will sell and transfer to Buyers, and Buyers
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will  purchase  from  Seller,  with each Buyer purchasing an equal one-half, the
Shares,  free  and clear of all security interests, liens, encumbrances, claims,
charges,  assessments and restrictions other than restrictions on transfer under
federal  and  state securities laws.  The purchase price for the Shares shall be
$175,000 payable by issuance at Closing (as hereinafter defined) of a promissory
note  by  Buyers  in  the  form  of  Exhibit  B  hereto  (the  "Note").

     2.     CLOSING.
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     2.1     Closing  of  the transactions contemplated hereby ("Closing") shall
take  place upon satisfaction of the following conditions, but in no event later
than  2  days  following  the  closing  of  the  October  Agreement:

     (a)     The  then-current  Board  of  Directors  of  the Company shall have
exempted the transaction from the provisions of Section 607.0901 and 607.0902 of
the  Florida  Statutes.

     (b)     The  closing,  as  set  forth  in the October Agreement, shall have
occurred  with all closing conditions satisfied.

     2.2 If the conditions set forth in  paragraph  2.1  are  not  satisfied  on
or  prior to December 12, 2002 (45 days from the date of the October Agreement),
this  Agreement  shall  automatically  terminate  and be of no further force and
effect.

<PAGE>

     2.3     At Closing, Seller shall deliver certificates evidencing the Shares
to  the  Buyers,  with  duly executed stock powers for transfer to Buyers with a
restrictive  legend,  and  Buyers  shall  deliver  to  Seller  the  Note.

     3.     SELLER'S  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.
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     3.1     As  of  the  Closing,  Seller has and will transfer to Buyer, good,
valid  and  marketable  title  to  the  Shares,  and, except with respect to the
restrictions  on  transfer  under federal and state securities laws specified in
this  Agreement,  there  are no security interests, liens, encumbrances, claims,
charges, assessments or restrictions or any other defects in title of any nature
whatsoever  on  any  of  the  Shares.

     3.2     Seller  has the right, power, legal capacity and authority to enter
Into and  perform  Seller's  obligations  under  this  Agreement.

     3.3     Except  as  set  forth  herein,  Seller  makes  no  representations
or  warranties with respect to the Company or the Shares and Buyer is purchasing
the Shares  "as  is".

     3.4     Seller will not assign, sell, mortgage,  lease,  transfer,  pledge,
grant  a security interest in or lien upon, encumber, or otherwise dispose if or
abandon,  nor  will  the  Seller  suffer or permit any of the same to occur with
respect  to, any part or all of the Shares, without the prior written consent of
Buyer;  Seller  has  made,  and  will  continue  to  make  until  the Closing or
termination  of  this Agreement, payment or deposit or otherwise provide for the
payment,  when  due,  of all taxes, assessments or contributions required by law
which  have been or may be levied or assessed against the Seller with respect to
any  of  the  Collateral  Shares.

     4.     BUYER'S  REPRESENTATIONS  AND  WARRANTIES.
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     Buyers,  and  each  of  them,  hereby  represent  and  warranty as follows:

     4.1     Buyer  is  an "accredited investor" as such term is defined in Rule
501(a)  of Regulation D promulgated under the Securities Act of 1933, as amended
(the  "Securities  Act").

     4.2     Buyer  has  the  right,  power,  legal  capacity  and  authority to
transfer  the  Shares,  enter  into  and  perform Buyer's obligations under this
Agreement.

     4.3     Buyer  has  received,  read  carefully  and  is  familiar with this
Agreement.  With  respect  to  the Company, Buyer is familiar with the Company's
business,  plans  and financial condition, and any other matters relating to the
Company;  the  Buyer  has received all materials that have been requested by the
Buyer;  Buyer  has  had a reasonable opportunity to ask questions of the Company
and  its  representatives;  and  the Company has answered all inquiries that the
Buyer  or  his  representatives  have  put  to  it.  Buyer  has  had  access  to
all additional non-confidential  information  necessary,  in  Buyer's  judgment,
to evaluate the merits  and  risks  of  an  investment  in  the  Company.  Buyer
acknowledges  that  Seller has made no representations or warranties of any kind
to  the  Buyer  regarding  the  Company,  its  business,  finances or prospects.

<PAGE>

     4.4     Buyer  has  such  knowledge  and experience in finance, securities,
investments and other business matters so as to be able to protect the interests
of  the Buyer in connection with this transaction, and Buyer's investment in the
Company  hereunder  is  not  material  when  compared to Buyer's total financial
capacity.

     4.5     Buyer understands the various risks of an investment in the Company
and  can  afford to bear such risks, including, without limitation, the risks of
losing  the  entire  investment.

     4.6     Buyer acknowledges that no liquid market for the  Shares  currently
exists  and none may develop in the future and that Buyer may find it impossible
to  liquidate  the investment at a time when it may be desirable to do so, or at
any  other  time.

     4.7     Buyer  will  acquire  the  Shares  for  Buyer's  own  account   for
investment  and  not  with  a  view  to  the sale or distribution thereof or the
granting  of  any  participation  therein,  and  has  no  present  intention  of
distributing  or  selling  to  others  any  of  such  interest  or  granting any
participation  therein.

     4.8     Buyer  has been advised by Seller that none of the Shares have been
registered  under the Securities Act or applicable state securities law and that
the  Shares  will be sold in a transaction exempt therefrom.  Buyer acknowledges
that it is familiar with the nature of the limitations imposed by the Securities
Act  and the rules and regulations thereunder on the transfer of the Shares.  In
particular,  Buyer  agrees  that  the  Company shall not be required to give any
effect  to  a  sale,  assignment or transfer of the Shares, unless (i) the sale,
assignment  or  transfer  of such Shares is registered under the Securities Act,
and  applicable  state  securities laws, it being understood that the Shares are
not  currently  registered  for  sale  and that the Company has no obligation or
intention to so register the Shares or (ii) such sale, assignment or transfer is
otherwise exempt from registration under the Securities Act and applicable state
securities laws.  Buyer further understands that an opinion of counsel and other
documents  may  be  required  to  transfer  the Shares.  Buyer acknowledges that
Shares  shall  be  subject  to  stop  transfer  orders  and  the  certificate or
certificates  evidencing  any Shares shall bear the following or a substantially
similar  legend  or  such  other legend as may appear on the forms of Shares and
such  other  legends  as  may  be  required  by  state  blue  sky  laws:

          "The  securities  represented  by  this  certificate   have  not  been
          registered  under  the  Securities  Act  of  1933,   as  amended  (the
          "Securities Act"), or any state or foreign securities laws and neither
          such  securities  nor  any  interest  therein  may  be  offered, sold,
          pledged,  assigned  or otherwise transferred unless (1) a registration
          statement  with  respect thereto is effective under the Securities Act
          and  any applicable state securities laws, or (2) the Company receives
          an  opinion of counsel to the holder of such securities, which counsel
          and  opinion  are  reasonably  satisfactory  to the Company, that such
          securities  may  be offered, sold, pledged, assigned or transferred in
          the  manner  contemplated  without an effective registration statement
          under  the  Securities  Act  or  applicable  state  securities  laws."

<PAGE>

     5.     BINDING  UPON SUCCESSORS AND ASSIGNS.  Subject to, and unless other-
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wise  provided  in,  this  Agreement,  each  and  all  of  the covenants, terms,
provisions,   and  agreements  contained  herein  shall  be  binding  upon,  and
inure to the benefit of,  the  successors,  executors,  heirs,  representatives,
administrators  and  assigns  of  the  parties  hereto.

     6.     ENTIRE AGREEMENT.  This Agreement constitutes the entire understand-
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ing  and  agreement  of  the  parties  hereto with respect to the subject matter
hereof  and  supersedes  all  prior  and  contemporaneous  agreements  or under-
standings, inducements  or  conditions,  express  or  implied,  written or oral,
between  the  parties  with  respect  hereto  and  thereto.

     7.     COUNTERPARTS.  This  Agreement  may  be  executed  in  any number of
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counterparts,  each  of  which  shall  be an original as against any party whose
signature appears thereon and all of which together shall constitute one and the
same  instrument.

     8.     AMENDMENT  AND WAIVERS.  Any term or provision of this Agreement may
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be  amended,  and  the  observance  of  any term of this Agreement may be waived
(either  generally  or  in  a  particular  instance  and either retroactively or
prospectively)  only  by  a writing signed by the party to be bound thereby. The
waiver  by a party of any breach hereof for default in payment of any amount due
hereunder or default in the performance hereof shall not be deemed to constitute
a  waiver  of  any  other  default  or  any  succeeding  breach  or  default.

     9.     ATTORNEYS' FEES.  Should suit be brought to enforce or interpret any
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part of this Agreement, the prevailing party shall be entitled to recover, as an
element  of  the costs of suit and not as damages, reasonable attorneys' fees to
be fixed by the court (including without limitation, costs, expenses and fees on
any  appeal).  The  prevailing  party shall be the party entitled to recover its
costs  of  suit,  regardless of whether such suit proceeds to final judgment.  A
party  not  entitled  to  recover  its  costs  shall  not be entitled to recover
attorneys' fees.  No sum for attorneys' fees shall be counted in calculating the
amount  of  a  judgment  for  purposes  of determining if a party is entitled to
recover  costs  or  attorneys'  fees.

<PAGE>

     10.     GOVERNING  LAW.  This  Agreement shall be governed by and construed
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in  accordance  with  the  laws  of  the State of Florida, without regard to its
choice  of  law  principles.

     11.     RELIANCE  BY COMPANY.    The parties hereto expressly authorize the
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Company  and  its  counsel  to rely upon the representations set forth herein in
connection  with  the  transfer  of  the  Shares.

SELLER:                               BUYERS:


/s/ Matthew P. Dwyer                  /s/ John W. Meyers
--------------------------            ----------------------------
Matthew  P.  Dwyer                    John  W.  Meyers



                                      /s/ William Michael Sessions
                                      ----------------------------
                                      William Michael Sessions



<PAGE>
                                    EXHIBIT A
                      STATEMENT OF DESIGNATION OF SERIES A
                                 PREFERRED STOCK

<PAGE>
                                    EXHIBIT B
                                 PROMISSORY NOTE