CONSULTING AGREEMENT
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THIS  CONSULTING  AGREEMENT (the "Agreement") is made and entered into effective
as  of  November  22,  2002  (the "Effective Date") by and between MARC DOUGLAS,
(the  "Consultant"),  and  TMI  HOLDINGS,  INC.,  a  Florida  corporation  (the
"Company").

                               W I T N E S S E T H
                               -------------------

WHEREAS,  the  Company  desires  to  retain  the  Consultant to consult with the
Company  regarding  strategies  for  development  and expansion of the Company's
business,  including  advice  with  respect  to  mergers  and  acquisitions; and

WHEREAS,  the  Consultant  and  the  Company desire to enter into this Agreement
under  the  terms  and  conditions  set  forth  herein.

NOW,  THEREFORE, in consideration of the mutual covenants and promises contained
herein,  the  parties  hereto  agree  as  follows:

1.     ENGAGEMENT.  The  Company  hereby  retains  the  Consultant,  and  the
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Consultant hereby accepts such engagement, on the terms and conditions set forth
herein.  During  the  term  of  this  Agreement  and  any renewal(s) hereof (all
references  herein  to  the  term  of  this Agreement shall be deemed to include
references  to all periods of renewal, if any), the Consultant shall devote such
time  and  perform  diligently such services as provided in Section 3, but shall
not  be  required  to  devote  any  specific  number  of  hours to such service.

2.     TERM.  The  term  of this Agreement shall be five years commencing on the
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Effective  Date  (the "Contract Term").  The Agreement will automatically expire
upon  the  expiration  of  the  preceding  Contract  Term.

3.     CONSULTANT'S  SERVICES;  EXPENSES.
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     a.     During  the  term  of  this  Agreement,  the  Consultant  shall:

          i.  provide  consultation  services  to the Company for the purpose of
     assisting  the  Company  in  developing  and  expanding the business of the
     Company;

          ii.  assist  the  Company  in  developing,  studying  and  evaluating
     capital-raising  and  merger  and  acquisition  proposals;  and

          iii.  report  to  the  Company  and  perform  such  services as may be
     requested  by  the  Company  in  accordance  with  this  Agreement.

     b.     The  Company agrees to reimburse the Consultant for any pre-approved
out-of-pocket  expenses  related to duties undertaken by the Consultant pursuant
to  this  Agreement.

<PAGE>

4.     COMPENSATION.  As  compensation for services rendered by Consultant under
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this Agreement, the Company shall pay Consultant an aggregate of $500,000, which
shall  be  paid  in  five equal annual installments, commencing on the Effective
Date of $100,000 each by the Company assigning to Consultant the sum of $100,000
per  year  each  year during the term hereof of the sum due to the Company under
that  original  Promissory  Note  in the original principal amount of $1,175,000
made  by  Thrift  Ventures,  Inc.,  to  the Company, a copy of which is attached
hereto  as  Exhibit  A.

5.     TERMINATION.  This  Agreement  is non-cancelable.  This Agreement  may be
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terminated  only in the event Consultant is not available at reasonable times to
perform  his  duties  hereunder.

6.     CONFIDENTIAL INFORMATION.  The Company and the Consultant understand that
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prior  to  and  during the term of this Agreement, the Company may, from time to
time,  make  available  to the Consultant, certain financial, business and other
proprietary  information  concerning  the  Company's  operations  (collectively,
"Confidential Information") and that such Confidential Information may otherwise
come  into the possession of the Consultant.  Confidential Information includes,
without  limitation,  information  relating  to  the  strategies, plans, assets,
customers,  suppliers,  employees,  and business activities of the Company.  The
Consultant  agrees that all such Confidential Information furnished or disclosed
to  it  or otherwise obtained by it will be treated as confidential and will not
be disclosed or divulged by the Consultant, directly or indirectly, to any other
person  or entity.  Confidential Information shall not include information which
becomes  generally  available  to  the public other than as a direct or indirect
result  of  a  disclosure  by  the  Consultant.

7.     INDEPENDENT  CONTRACTOR.  Nothing in this Agreement is intended nor shall
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be  construed  to  create  an employer/employee relationship, or a joint venture
relationship,  or  to allow the Company to exercise control or direction (except
as specifically set forth in the Agreement) in the manner or method by which the
Consultant  performs  the  services required under this Agreement; provided that
the  Consultant performs such services in a manner consistent with the standards
governing  such  services  and the provisions of this Agreement.  The Consultant
understands  and  agrees that:  (a) it will not be treated as an employee of the
Company  for  federal tax purposes; (b) it shall not by virtue of this Agreement
be  entitled  to  any  of the benefits afforded to any employees of the Company,
except  as  specifically  set forth in the Agreement; and (c) it shall indemnify
and  hold  the  Company  harmless from and against any and all loss or liability
arising  with  respect  to  such  payments,  withholdings  and  benefits.

8.     ATTORNEYS'  FEES.  In  the event any litigation or controversy arises out
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of  or  in  connection  with  this  Agreement  between  the  parties hereto, the
prevailing  party in such litigation or controversy shall be entitled to recover
from  the  other  party all reasonable attorneys' fees, expenses and suit costs,
including  those  associated  with  any  appellate  or  post-judgment collection
proceedings.

<PAGE>

9.     SURVIVAL.  Notwithstanding  anything  to  the  contrary  herein,  the
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provisions  of  Sections 7, 8, and 9 shall survive any termination or expiration
of  this  Agreement.

10.    NOTICES  AND  DEMANDS.  Any  notice,  request, demand, offer, payment  or
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communication  required  or  permitted  to  be  given  by  any provision of this
Agreement  shall  be deemed to have been delivered and given for all purposes if
written  and  (a)  if delivered personally or by courier or delivery service, at
the  time of such delivery, or (b) if directed by registered or certified United
States mail, postage and charges prepaid, addressed to the intended recipient at
the  address  specified  below,  at such time that the intended recipient or his
agent signs or executes the receipt or (c) if by telefax (facsimile) at the time
received  by  the  intended  recipient  as  evidenced  by  the  confirmation:

     if  to  the  Consultant:     Marc  Douglas


or  at any other address designated by the Consultant to the Company in writing,
and

     if  to  the  Company:        TMI  Holdings,  Inc.

or  at  any  other  address  and/or  telefax  designated  by  the Company to the
Consultant  in  writing.

11.    SEVERABILITY.  If any provision of this Agreement, the deletion of  which
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would  not  adversely  affect  the  receipt of any material benefit by any party
hereunder  or  substantially  increase  the burden of any party hereto, shall be
held  to be invalid or unenforceable to any extent, the same shall not affect in
any  respect  whatsoever the validity or enforceability of the remainder of this
Agreement.

12.    WAIVER  OR MODIFICATION.  No waiver or modification of this Agreement  of
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any  covenant, condition or limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged therewith.  Furthermore, no
evidence  of any waiver or modification shall be offered or received in evidence
in  any proceeding, arbitration or litigation between the parties arising out of
or  affecting  this  Agreement,  or  the  rights  or  obligations  of  any party
hereunder, unless such waiver or modification is in writing and duly executed as
aforesaid.

13.    ENTIRE  AGREEMENT AND ASSIGNMENT.  This Agreement constitutes the  entire
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agreement  of  the  parties  hereto  with  respect to the subject matter of this
Agreement  and  supersedes  any and all previous agreements between the parties,
whether  written  or  oral, with respect to such matter.  The parties agree that
this  Agreement  may  not  be assigned by either party without the prior written
consent  from  the  other  party.

14.    APPLICABLE  LAW,  BINDING  EFFECT  AND  VENUE.  This  Agreement shall  be
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construed  and  regulated  under and by the laws of the State of Florida without
application  of  the principles of conflicts of laws.  The Agreement shall inure
to  the  benefit  of  and  be  binding  upon the parties hereto and their heirs,
personal  representatives,  successors  and  permitted  assigns.  Venue  for any
arbitration  or  action related to or arising out of this Agreement shall lie in
Broward  County,  Florida.

<PAGE>

15.    MULTIPLE  COPIES OR COUNTERPARTS OF THE AGREEMENT.  The original and  one
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or  more  copies of this Agreement may be executed by one or more of the parties
hereto.  In  such  event,  all of such executed copies shall have the same force
and  effect as the executed original and all of such counterparts taken together
shall  have  the  effect  of  a  fully  executed  original.

IN  WITNESS  WHEREOF,  the  parties  have executed this Agreement as of the date
indicated  above.

                                   CONSULTANT:


                                   /s/ Marc Douglas
                                   --------------------------
                                   MARC  DOUGLAS

                                   COMPANY:

                                   TMI  HOLDINGS,  INC.

                                   /s/ John W. Meyers
                                   --------------------------
                                   By:  John W. Meyers