SECURITY AGREEMENT

     This Security Agreement is made as of the 22nd day of November, 2002 by and
between  John  W.  Meyers, an individual ("Meyers") and William Michael Sessions
("Sessions"  who,  along  with  Meyers  shall  be  referred to as a "Debtor" and
collectively  as  the  "Debtors"),  on  the  one  hand, and Matthew P. Dwyer, an
individual  (the  "Secured  Party"),  on  the  other  hand.

     The  parties  hereto  agree  as  follows:

     1.     SECURITY  INTEREST.  In  consideration of that certain loan extended
by  the Secured Party as set forth in the Note of even date herewith executed in
favor of the Secured Party by the Debtor, of which this Agreement is attached as
an  exhibit  (the  "Note"),  the  terms  of  which  are  incorporated  herein by
reference,  the  Debtor  hereby  grants  to  Secured Party a continuing security
interest in and a right of setoff against, the Collateral described in Paragraph
2,  to  secure  the  prompt payment, performance and observance of the Note (the
"Obligations").

     2.     THE  COLLATERAL.  The  Collateral  is  Two  Hundred  Fifty  Thousand
(250,000)  shares  of  Series  A  Preferred  Stock  of  TMI  Holdings,  Inc.

     3.     REPRESENTATIONS AND WARRANTIES.  The Debtor warrants, represents and
covenants  that:

          (a)  the  Collateral is now, and at all times will be, owned by Debtor
     free  and  clear  of all liens, security interest, claims and encumbrances;

          (b)  Debtor  will not assign, sell, mortgage, lease, transfer, pledge,
     grant  a  security interest in or lien upon, encumber, or otherwise dispose
     of  or  abandon,  nor will Debtor suffer or permit any of the same to occur
     with  respect  to, any part or all of the Collateral, without prior written
     notice to Secured Party; Debtor has made, and will continue to make 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 Debtor with respect to any of the Collateral;
     Secured  Party  shall  at  all  times  have  free  access  to  and right of
     inspection  of  the  Collateral  and any records pertaining thereto; at any
     time  and  from  time  to time, Debtor shall, at its sole cost and expense,
     execute  and deliver to Secured Party such financing statements pursuant to
     the  Uniform Commercial Code ("UCC"), applications for certificate of title
     and  other  papers, documents or instruments as may be requested by Secured
     Party  in  connection  with  this  Security  Agreement,  and  Debtor hereby
     authorizes  Secured  Party to execute and file at any time and from time to
     time  one  or  more financing statements or copies thereof of this Security
     Agreement  with  respect  to  the  Collateral signed only by Secured Party.

     4.     EVENTS OF DEFAULT.  Each of the following events shall constitute an
event  of  default  ("Default")  under  this  Security  Agreement:

          (a)  Debtor  shall  default in the punctual payment of any sum payable
     with  respect  to,  or in the observance or performance of any of the terms
     and  conditions  of  any  Obligations;

          (b)  the  making  or  filing  of  any  lien,  levy, or execution on or
     seizure,  attachment  of  or  garnishment  of,  any  Collateral;

          (c)  Debtor  shall  become insolvent or commit an act of bankruptcy or
     make  an  assignment  for  the  benefit  of  creditors;

          (d)  there  shall  be  filed by or against Debtor any petition for any
     relief  under  the bankruptcy laws of the United States now or hereafter in
     effect;

     5.     REMEDIES  UPON  DEFAULT.  Upon  the occurrence of any Default and at
any time thereafter, Secured Party may, without notice to or demand upon Debtor,
declare any Obligations immediately due and payable and Secured Party shall have
all  rights  and  remedies  of  a  secured  party  under  the  UCC.

     6.     MISCELLANEOUS.   Debtor  hereby  releases  Secured  Party  from  any
claims,  causes of action and demands at any time arising out of or with respect
to  this  Security Agreement, the Obligations, the Collateral and its use and/or
actions  taken or omitted to be taken by Secured Party with respect thereto, and
Debtor hereby agrees to hold Secured Party harmless from and with respect to any
and all such claims, causes of action and demands.  No act, omission or delay by
Secured  Party shall constitute a waiver of its rights and remedies hereunder or
otherwise.  Debtor  hereby waives presentment, notice of dishonor and protest of
all instruments included in or evidencing any Obligations or Collateral, and all
other  notices and demands whatsoever (except as expressly provided herein.)  No
provision  hereof  shall  be  modified,  altered  or limited except by a written
instrument expressly referring to this Security Agreement and to such provision,
and  executed  by  the  party  to  be  charged.  This Security Agreement and all
Obligations  shall  be  binding  upon  the  heirs,  executors,  administrators,
successors,  or  assigns  of  Debtor  and  shall,  together  with the rights and
remedies  of Secured Party hereunder, inure to the benefit of Secured Party, its
successors,  endorses  and assigns.  This Security Agreement and the Obligations
shall be governed in all respects by the laws of the State of Florida applicable
to  contracts  executed  and to be performed in such State.  If any term of this
Security  Agreement  shall  be held to be invalid, illegal or unenforceable, the
validity  of  all  other  terms  hereof  shall  in  no  way be affected thereby.


<PAGE>
     IN WITNESS WHEREOF, the undersigned has  executed  or  caused this Security
Agreement  to  be  executed  in the State of Florida on the date first above set
forth.

SECURED  PARTY:                            DEBTORS:


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



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