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 will
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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.

<PAGE>

     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.

     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, assess-
ments  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 otherwise
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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 understanding
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and  agreement  of  the parties hereto with respect to the subject matter hereof
and  supersedes  all  prior  and  contemporaneous  agreements or understandings,
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 counter-
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parts,  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 be
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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 part
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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  in
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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