STOCK PLEDGE AGREEMENT


     This  Stock  Pledge  Agreement (the "Pledge Agreement") is made and entered
into as of November 22, 2002, by and between MATTHEW P. DWYER ("Dwyer") and MARC
DOUGLAS  ("Douglas").

     A.  Dwyer has purchased from Douglas 250,000 outstanding shares of Series A
Preferred  Stock  (the  "Shares")  of  TMI  Holdings,  Inc., pursuant to a Stock
Purchase  Agreement  dated October 28, 2002 (the "Agreement"). Capitalized terms
used  in  the  Pledge  Agreement  without  definition  shall have the respective
meanings  given  to  them  in  the  Agreement.

     B.     Pursuant  to  the Agreement, Dwyer purchased the Shares from Douglas
and  delivered  to  Douglas a Promissory Note (the "Note") of even date herewith
payable  to  Douglas  representing  the  purchase  price  for  the  Shares.

     C.     Dwyer  is  willing  to pledge the marketable securities set forth on
Schedule  A annexed hereto (the "Pledged Shares") subject to adjustment pursuant
to  Section  1(b)  hereof  as  security for payment of the Note on the terms and
conditions  of  this Pledge Agreement.  The Pledged Shares shall be delivered to
the  Escrow  Agent  and  distributed  pursuant  to the Escrow Agreement attached
hereto  as  Exhibit  B.

     D. Douglas is willing to accept the pledge of the Pledged Shares as receipt
on  the  terms  and  conditions  of  this  Pledge  Agreement.

     Now,  therefore,  in  consideration of the premises and the mutual promises
herein  made,  and  in  consideration  of  the  representations, warranties, and
covenants  herein  contained,  the  parties  agree  as  follows:

     1.     PLEDGE  AND  DELIVERY  OF  THE  SHARES.
            ---------------------------------------

     (a)  Dwyer  hereby  delivers,  pledges,  assigns  and transfers the Pledged
Shares,  along  with  appropriate  stock  powers executed in blank to the Escrow
Agent  with  signature  pledged guaranteed. The Pledged Shares together with all
distributions  in  the  form of common stock comprises the collateral subject to
this  Pledge  Agreement  (the  "Collateral").  Dwyer  grants  Douglas a security
interest  in  the  Collateral  in  order  to  secure  the  payment  of the Note.

     (b)  Dwyer  acknowledges  and  agrees  that the Pledged Shares shall at all
times have a fair market value at least equal to $200,000 (the "Minimum Value").
The  Pledged  Shares  shall be valued initially at the Closing Price on the date
hereof.  Thereafter,  the  Pledged  Shares  shall  be  valued at the end of each
successive ten day period (a "Valuation Period") using an average of the closing
bid  prices  for each day in the Valuation Period. In the event the value of the
Pledged  Shares  at  the  end  of  any Valuation Period is less than the Minimum
Value,  then Dwyer shall add marketable securities to the Pledged Shares so that
the  value  of  the Pledged Shares is not less than the Minimum Value, and shall
deliver  such  additional  shares to the Escrow Agent. Dwyer shall have the sole
discretion to select which securities constitute the Pledged Securities, and may
add or delete securities at any time as long as the Minimum Value is maintained.

<PAGE>

     2.     TERM.  The  Shares  pledged  hereunder shall remain so pledged until
            ----
the  Note  is  paid  in  full  unless  released pursuant to Section 1(b) hereof.

     3.     WARRANTY  OF  OWNERSHIP.  Dwyer  represents  and warrants to Douglas
            -----------------------
that  Dwyer  is the lawful owner of the Collateral, free of all claims and liens
with  full  right  to  deliver,  hypothecate,  pledge,  assign  and transfer the
interest  of  Dwyer  in the Collateral and that the Collateral is not subject to
any  option  or  similar  arrangement.

     4.     COVENANTS;  VOTING  RIGHTS;  DIVIDENDS, ETC.  So long as no Event of
            --------------------------------------------
Default  (as  defined in Section 5 hereof) shall have occurred and be continuing
Dwyer  shall  be  entitled  to  exercise  his voting rights and other consensual
rights  and  to receive and retain any cash dividends, or other distributions of
property  paid,  payable  or  otherwise  distributed  in cash, in respect of the
Collateral.

     5.     DEFAULT.
            -------

     (a)  EVENTS  OF DEFAULT. The occurrence of any one or more of the following
events  with  respect  to  Dwyer  shall constitute an event of default hereunder
("Events  of  Default")  with  respect  to  Dwyer:

          (i) Dwyer shall assign, attempt to encumber, subject to further pledge
     or  security  interest,  sell,  transfer or otherwise dispose of any of the
     Collateral  without  the  prior  written  consent  of  Douglas;

          (ii)  Dwyer  shall  fail  to pay the principal of the Note when due in
     accordance  with  the  terms  of  the  Note or otherwise default under this
     Pledge  Agreement;

          (iii)  Dwyer  shall fail to observe or perform in any material respect
     any  material  covenant,  condition or agreement required to be observed or
     performed  by  Dwyer  hereunder  or  under  the  Note;

          (iv)  any  material representation or warranty made by Dwyer herein is
     false  or  incorrect  in  any  material  respect;

          (v)  If,  pursuant  to  or  within  the  meaning  of the United States
     Bankruptcy Code or any other federal or state law relating to insolvency or
     relief  of  debtors  (a  "Bankruptcy  Law"),  Dwyer  shall  (i)  commence a
     voluntary  case  or  proceeding;  (ii) consent to the entry of an order for
     relief against him in an involuntary case; (iii) consent to the appointment
     of a trustee, receiver, assignee, liquidator or similar official; (iv) make
     an assignment for the benefit of his creditors; or (v) admit in writing his
     inability  to  pay  his  debts  as  they  become  due.

     (b)  REMEDIES UPON DEFAULT. If any Event of Default shall have occurred and
be  continuing:

<PAGE>

          (i)  All  rights  of Dwyer to exercise his voting and other consensual
     rights  which  he  would otherwise be entitled to exercise shall cease, and
     all  such  rights  shall  thereupon  become  vested  in  Douglas  who shall
     thereupon  have the sole right to exercise such voting and other consensual
     rights.

          (ii)  All  rights  of  Dwyer  to  receive  cash  dividends  or  other
     distributions  in  cash,  which he would otherwise be authorized to receive
     and  retain  pursuant  to Section 4 shall cease and all rights to dividends
     and  other  distributions  shall  thereupon be vested in Douglas, who shall
     thereupon  have  the sole right to receive and hold as Collateral such cash
     dividends  or  other  distributions.  All dividends and other distributions
     which  are received by Dwyer contrary to these provisions shall be received
     in  trust  for  the  benefit  of  Douglas,  shall  be segregated from other
     property  or  funds of Dwyer and shall be forthwith delivered to Douglas as
     Collateral  in  the  same  form  as  so  received  (with  any  necessary
     endorsement).

          (iii) All rights of Dwyer to sell all or any portion of the Collateral
     which  they  would  otherwise be entitled to exercise pursuant to Section 4
     shall  cease,  and all such rights shall thereupon become vested in Douglas
     who  shall  thereupon  have  the  sole  right  to  sell  the  Collateral in
     accordance  with  the  provisions  of  this  Pledge  Agreement.

          (iv) Douglas may exercise in respect of the Collateral, in addition to
     other rights and remedies provided for herein or otherwise available to it,
     all the rights and remedies of a secured party on default under the Uniform
     Commercial Code in effect in the State of Florida at that time, and Douglas
     may  also, without notice except as specified below, sell the Collateral at
     a  public  or  private  sale, for cash and at such price or prices and upon
     such  other  terms  as  are  commercially  reasonable and in such manner as
     necessary  to  comply  with  applicable  federal and state securities laws.
     Douglas  shall  be authorized at any such sale (if it deems it advisable to
     do  so)  to  restrict  the prospective bidders or purchasers to persons who
     will  represent and agree that they are purchasing the Collateral for their
     own  account for investment and not with a view to the distribution or sale
     thereof,  and  upon  consummation  of  any such sale Douglas shall have the
     right to assign, transfer and deliver to the purchaser or purchasers at any
     such sale and such purchasers shall hold the property sold absolutely, free
     from  any claim or right on the part of Dwyer. To the extent notice of sale
     shall  be  required  by law, Douglas shall give Dwyer at least ten business
     days  notice  of  the  time  and place of any public sale or the time after
     which  any  private  sale  is  to  be  made, which Shareholder agrees shall
     constitute  reasonable  notification.  At  any  such  sale, Douglas may bid
     (which  bid may be, in whole or in part, in the form of cancellation of the
     Note)  for  and  purchase the whole of the Collateral. Douglas shall not be
     obligated  to  make  any  sale  of  Collateral regardless of notice of sale
     having been given. Douglas may adjourn any public or private sale from time
     to time by announcement at the time and place fixed therefor, and such sale
     may,  without further notice, be made at the time and place to which it was
     so  adjourned.  Dwyer  agrees  that any sale of the Collateral conducted by
     Douglas in accordance with the foregoing provisions of this Section 6 shall
     be  deemed  to  be  a  commercially  reasonable  sale. As an alternative to
     exercising  the power of sale herein conferred upon it, Douglas may proceed
     by  a  suit or suits at law or in equity to foreclose the security interest
     granted  under  this  Agreement  and to sell the Collateral, or any portion
     thereof, pursuant to a judgment or decree of a court or courts of competent
     jurisdiction.

<PAGE>

          (v)  All  cash proceeds received by Douglas in respect of any sale of,
     collection  from,  or  other realization upon or any part of the Collateral
     following  the  occurrence  of  an  Event  of Default must be applied first
     against  all  reasonable  costs  and  expenses  incurred by or on behalf of
     Douglas  in  connection  with Douglas' exercise of any or all of its rights
     and  remedies  under  this  Pledge Agreement, including without limitation,
     reasonable  attorneys'  fees,  and  then  against  the  Note  upon receipt.

          (vi)  Any  surplus  of  such cash or cash proceeds held by Douglas and
     remaining  after payment in full of the Note shall be paid over to Dwyer or
     to  whomsoever  may  be  lawfully  entitled  to  receive  such  surplus.

     6.     MISCELLANEOUS.
            -------------

     (a)  NO  THIRD  PARTY BENEFICIARIES. This Pledge Agreement shall not confer
any  rights  or  remedies  upon  any  person  other  than  the parties and their
respective  successors  and  permitted  assigns.

     (b)  ENTIRE AGREEMENT.  This Pledge Agreement constitutes the entire agree-
ment between the parties and supersedes any prior understandings, agreements, or
representations  by  or between the parties, written or oral, to the extent they
related  in  any  way  to  the  subject  matter  hereof.

     (c)  SUCCESSION AND ASSIGNMENT. This Pledge Agreement shall be binding upon
and  inure  to  the  benefit  of  the  parties named herein and their respective
successors  and  permitted  assigns.  No  party  may  assign  either this Pledge
Agreement  or any of its rights, interests, or obligations hereunder without the
prior  written  approval  of  the  other  party.

     (d)  COUNTERPARTS.  This  Pledge  Agreement  may be executed in one or more
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
together  will  constitute  one  and  the  same  instrument.

     (e)  HEADINGS.  The section headings contained in this Pledge Agreement are
inserted  for  convenience  only  and shall not affect in any way the meaning or
interpretation  of  this  Pledge  Agreement.

     (f)  NOTICES.  All  notices,  requests, demands, claims, and other communi-
cations  hereunder  will  be  in writing. Any notice, request, demand, claim, or
other  communication  hereunder  shall  be  deemed  duly  given if (and then two
business  days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

                                  If to Dwyer:
                                  -----------

                                1410  Tuscany  Way
                            Boynton  Beach,  FL  33435

<PAGE>

                                 If to Douglas:
                                 -------------

                       3141  W.  Hallandale  Beach  Blvd.
                            Hallandale,  FL  33009


Any  party  may  send any notice, request, demand, claim, or other communication
hereunder  to  the  intended  recipient at the address set forth above using any
other  means (including personal delivery, expedited courier, messenger service,
telecopy,  telex,  ordinary  mail,  or  electronic  mail),  but  no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given  unless  and until it actually is received by the intended recipient.  Any
party  may  change  the address to which notices, requests, demands, claims, and
other  communications  hereunder  are  to be delivered by giving the other party
notice  in  the  manner  herein  set  forth.

     (g) GOVERNING LAW. This Pledge Agreement shall be governed by and construed
in  accordance  with  the  domestic  laws of the State of Florida without giving
effect  to any choice or conflict of law provision or rule (whether of the State
of  Florida  or  any other jurisdiction) that would cause the application of the
laws  of  any  jurisdiction  other  than  the  State  of  Florida.

     (h)  AMENDMENTS  AND  WAIVERS. No amendment of any provision of this Pledge
Agreement  shall be valid unless the same shall be in writing and signed by both
of  the  parties.  No  waiver by any party of any default, misrepresentation, or
breach  of  warranty or covenant hereunder, whether intentional or not, shall be
deemed  to  extend  to  any  prior  or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights arising
by  virtue  of  any  prior  or  subsequent  such  occurrence.

     (i)  SEVERABILITY.  Any  term or provision of this Pledge Agreement that is
invalid  or  unenforceable in any situation in any jurisdiction shall not affect
the  validity  or enforceability of the remaining terms and provisions hereof or
the  validity  or enforceability of the offending term or provision in any other
situation  or  in  any  other  jurisdiction.

     (j)  CONSTRUCTION. The parties have participated jointly in the negotiation
and  drafting of this Pledge Agreement. In the event an ambiguity or question of
intent  or interpretation arises, this Pledge Agreement shall be construed as if
drafted jointly by the parties and no presumption or burden of proof shall arise
favoring  or  disfavoring  any  party  by virtue of the authorship of any of the
provisions of this Pledge Agreement. Any reference to any federal, state, local,
or  foreign  statute  or  law  shall  be  deemed  also to refer to all rules and
regulations  promulgated  thereunder, unless the context otherwise requires. The
word  "including"  shall  mean  including  without  limitation.

                      [SIGNATURES BEGIN ON FOLLOWING PAGE]

<PAGE>

     IN  WITNESS  WHEREOF,  the  parties have executed and delivered this Pledge
Agreement  as  of  the  date  first  written  above.
DWYER                                    DOUGLAS

/s/ Matthew P. Dwyer                     /s/ Marc Douglas
---------------------------              --------------------------
Matthew  P.  Dwyer                       Marc  Douglas


<PAGE>
                                   SCHEDULE A


     The  Pledged  Shares  shall  be  500,000  shares of common stock of Housing
Solutions  Hawaii,  Inc.  (Pink  Sheet  trading  symbol  "HSHI").