PROMISSORY NOTE


$175,0000.00                                 Dated  as  of  November  22,  2002

     FOR  VALUE  RECEIVED,  the  undersigned, JOHN W. MEYERS and WILLIAM MICHAEL
SESSIONS,  and  each  of them, jointly and severally (collectively the "Maker"),
hereby promises to pay to the order of MATTHEW P. DWYER, (the "Holder"), at 1410
Tuscany  Way,  Boynton  Beach,  FL  33435,  or  such  other  place as Holder may
designate  in writing from time to time, in lawful money of the United States of
America,  the  principal  amount of $175,000.00 plus interest on the outstanding
balance  thereof at the fixed annual rate of 7.5%. A single payment of principal
and  accrued  interest  on  this Note shall be due and payable on the earlier to
occur of (i) July 31, 2003 (the "Maturity Date"), or (ii) at such time as Maker,
or  either  of  them,  receives  any  cash  sums from TMI Holdings, Inc. for any
reason.

     To  secure  payment  of  this  Note,  Maker  has  pledged Two Hundred Fifty
Thousand (250,000) shares of Series A Preferred Stock of TMI Holdings, Inc. held
in the name of Maker.  Such security is pursuant to a Security Agreement of even
date  herewith  between  the  Maker  and  Payee.  THE PROVISIONS OF THE SECURITY
AGREEMENT  ARE  INCORPORATED  HEREIN  BY  REFERENCE.

     Upon  the occurrence of any default hereunder or any Event of Default under
the  Security  Agreement,  and  so  long  as  such  default  or Event of Default
continues,  interest  shall  accrue  at  the  rate of two percent (2%) above the
interest  rate  stated  in  the  first paragraph of this Note. Upon a default or
Event  of  Default,  Holder may exercise any right, power or remedy permitted by
law  or  as  set  forth  herein or in the Security Agreement, including, without
limitation,  the  right to declare the entire unpaid principal amount hereof and
all  interest  accrued  hereon,  and  all  other  sums  secured  by the Security
Agreement,  to  be,  and such principal, interest and other sums shall thereupon
become,  immediately  due  and  payable.

     From  and  after  any  default  hereunder or any Event of Default under the
Security  Agreement,  any  amounts  past  due  may,  at the option of the holder
hereof,  be  added  to  principal  and  bear  interest  as  principal.

     This Note may be prepaid, in whole or in part, at any time and from time to
time.

     The  undersigned  hereby  waives presentment, demand for payment, notice of
dishonor  and  all  other  notices  or  demands in connection with the delivery,
acceptance, performance, default or enforcement of this Note and hereby consents
to any extensions of time, renewals, releases of any party to this Note, waivers
or  modifications that may be granted or consented to by the holder of this Note
in  respect  of  the  time  of  payment  or  any  other provisions of this Note.
In  the  event  that  the  holder  hereof  shall  institute  any  action for the
enforcement  of the collection of this Note, there shall be immediately due from
the undersigned, in addition to the unpaid interest and principal, all costs and
expenses  of  such  action,  including  attorneys'  fees.

     This  Note shall be governed by, and construed in accordance with, the laws
of  the  State  of  Florida.

     MAKER AND HOLDER AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY
SUIT,  ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY HOLDER OR
MAKER,  ON  OR WITH RESPECT TO THIS NOTE OR ANY OTHER DOCUMENT RELATED HERETO OR
THE  DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY
BY  A  COURT  AND  NOT  BY  A  JURY.  HOLDER  AND  MAKER  EACH HEREBY KNOWINGLY,
VOLUNTARILY,  INTENTIONALLY  AND  INTELLIGENTLY,  AND  WITH  THE ADVICE OF THEIR
RESPECTIVE  COUNSEL, WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
TO  A  TRIAL  BY  JURY  IN  ANY SUCH SUIT, ACTION OR PROCEEDING.  FURTHER, MAKER
WAIVES  ANY  RIGHT  IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR
PROCEEDING,  ANY  SPECIAL,  EXEMPLARY,  PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES
OTHER  THAN,  OR  IN ADDITION TO, ACTUAL DAMAGES.  MAKER ACKNOWLEDGES AND AGREES
THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND THAT HOLDER
WOULD  NOT  EXTEND CREDIT TO MAKER IF THE WAIVERS SET FORTH IN THIS SECTION WERE
NOT  A  PART  OF  THIS  NOTE.

                                   MAKER:


                                   /s/ John W. Meyers
                                   ---------------------------------
                                   John  W.  Meyers



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