SECURITIES ASSIGNMENT AND CANCELLATION AGREEMENT

     THIS  SECURITIES  ASSIGNMENT  AND CANCELLATION AGREEMENT (this "Agreement")
is  made  and  entered  into  as  of  November  22,  2002  by  and  among  TMI
Holdings, Inc., a Florida corporation ("TMI" or the "Company"), Marc Douglas, an
individual  ("Douglas"),  Douglas  Family  Holdings, Inc., a Florida corporation
("DFCorp"),  Douglas  Family  Limited Partnership, a Florida limited partnership
("DFPartnership"),  and  Thrift  Ventures,  Inc., a Florida corporation ("TVI").
Each  of  TMI, Douglas, DFCorp, DFPartnership, and TVI shall be referred to as a
"Party"  and  collectively  as  the  "Parties."

                                    RECITALS

     A.     TVI  is  the  obligor under that certain promissory note dated as of
August  27,  2001  (the "2001 Note") in favor of TMI (referred to in the note as
Thrift Management, Inc., the prior name of TMI) in the original principal amount
of  $1,175,000  (the  "2001  Note  Principal").

     B.     As  of  the  date  of this Agreement, the accrued interest under the
2001  Note  is  $116,405.48  (the  "2001  Note  Interest").

     C.     Douglas  is  a  party,  along  with  Matthew P. Dwyer, an individual
("Dwyer"),  to that certain Stock Purchase Agreement dated October 28, 2002 (the
"Stock Purchase Agreement") which requires, as a condition to the closing of the
transactions  contemplated  thereby, the taking of the actions set forth in this
Agreement.

     D.     TMI  desires  to  assign  to Douglas, DF Corp and DFPartnership, and
Douglas,  DF  Corp,  and  DFPartnership, and each of them, desires to accept the
assignment  of,  that portion of the 2001 Note Principal equal to $675,000, plus
all  of the 2001 Note Interest, effective as of the date hereof, as set forth on
Schedule  A  attached  hereto  and  incorporated  herein by reference (the "2001
Assignment").

     E.     Pursuant  to  the  terms  of  the Stock Purchase Agreement, and as a
condition  to  the  closing  of  the  transactions contemplated thereby, TMI has
agreed  to  enter  into  a  Consulting  Agreement  with Douglas (the "Consulting
Agreement"),  which  provides  for compensation to Douglas equal to $100,000 per
year  for  each of five years, all of which is to be applied towards the payment
of  principal  due  to  TMI  under  the  2001  Note.

     F.     Pursuant  to  the  terms  of  the Stock Purchase Agreement, and as a
condition  to  the  closing  of  the transactions contemplated thereby, Douglas,
DFCorp,  and  DFPartnership,  and  each  of  them,  has  agreed to cancel (i) an
aggregate  of  1,567,167  shares  of TMI common stock as set forth on Schedule B
attached  hereto  and  incorporated herein by reference (the "TMI Shares"), (ii)
any and all of the options and warrants to acquire TMI securities currently held
by Douglas or his affiliates, including but not limited to the option to acquire
105,000  shares  as  set  forth in that certain Incentive Stock Option Agreement
dated  as  of December 27, 1998 and the warrant to acquire 500,000 shares as set
forth  in  that  certain Warrant dated as of March 16, 2001 (the "TMI Options"),
and  (iii)  all consulting and reimbursement agreements between TMI and Douglas,
including but not limited to those set forth in the Written Consent of Directors
effective  as  of  August 1, 2002 and the Written Consent of Directors dated May
15,  2002  (the  "2002  Consulting  Agreements").

<PAGE>

     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:

                                    AGREEMENT

     1.     ASSIGNMENT  OF  2001  NOTE.  TMI  hereby assigns that portion of the
            --------------------------
2001  Note  Principal  equal to $675,000, plus all of the 2001 Note Interest, to
Douglas,  DFCorp,  and  DFPartnership  as  set forth on Schedule A.  TMI further
agrees  that  effective as of the date of this Agreement, after giving effect to
the  assignment,  the  outstanding  principal  balance  under  the  2001 Note is
$500,000,  and that no further interest shall accrue under the 2001 Note as long
as  the Consulting Agreement is in effect.  TMI agrees to apply the compensation
due  to Douglas under the Consulting Agreement against the outstanding principal
balance  of  the  2001  Note  at  the  rate of $100,000 per year, with the first
payment  to  be applied as of January 1, 2003.  TVI acknowledges and consents to
the  2001  Assignment  and  the  other  actions  set  forth  in  this Agreement.

     2.     CANCELLATION  OF SHARES, OPTIONS, AND WARRANTS.  Douglas, DFCorp and
            ----------------------------------------------
DFPartnership  shall,  simultaneous  with  the  execution  and  delivery of this
Agreement,  deliver to TMI the TMI Shares, along with an irrevocable stock power
with  signature  medallion  guaranteed,  for  cancellation by TMI.  In addition,
Douglas,  DFCorp  and  DFPartnership shall deliver to TMI the TMI Options, along
with  written  instructions  to  cancel  same.

     3.     TERMINATION  OF  2002 CONSULTING AGREEMENTS.  Douglas and TMI hereby
            -------------------------------------------
acknowledge  and agree that the 2002 Consulting Agreements are hereby terminated
in  their  entirety, and the obligations of all parties thereto are deemed to be
satisfied  in  full.

     4.     REPRESENTATIONS  AND  WARRANTIES  OF  DOUGLAS,  DFCORP,  AND
            ------------------------------------------------------------
DFPARTNERSHIP.  Douglas,  DFCorp,  and DFPartnership, and each of them, have and
-------------
will transfer to TMI, good, valid and marketable title to the TMI Shares and the
TMI  Options,  and,  except  with  respect to the restrictions on transfer under
federal  and  state  securities  laws,  there  are no security interests, liens,
encumbrances,  claims, charges, assessments or restrictions or any other defects
in  title  of  any  nature  whatsoever on any of the TMI Shares and TMI Options.
Douglas,  DFCorp,  and  DFPartnership,  and each of them, 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 they suffer or permit any
of  the same to occur with respect to, any part or all of the TMI Shares and the
TMI  Options,  and  have  made  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 them with respect to any of
the TMI Shares and TMI Options.  Seller has the right, power, legal capacity and
authority to transfer the Shares and enter into and perform Seller's obligations
under  this  Agreement.  Douglas,  DFCorp,  and DFPartnership, and each of them,
have  the  right, power, legal capacity and authority to transfer the TMI Shares
and  TMI  Options  and  enter  into  and  perform  their  obligations under this
Agreement.

<PAGE>

     5.     REPRESENTATIONS  AND  WARRANTIES OF TVI.  TVI has the right,  power,
            ---------------------------------------
legal  capacity  and  authority  to enter into and perform its obligations under
this  Agreement.

     6.     REPRESENTATIONS  AND  WARRANTIES OF TMI.  TMI has the right,  power,
            ---------------------------------------
legal  capacity  and  authority  to enter into and perform its obligations under
this  Agreement.

     7.     BINDING  UPON  SUCCESSORS  AND  ASSIGNS.   Subject  to,  and  unless
            ---------------------------------------
otherwise  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.

     8.     ENTIRE  AGREEMENT.  This  Agreement,  along  with the Stock Purchase
            -----------------
Agreement  and  other  documents  executed in connection with the Stock Purchase
Agreement,  constitutes  the  entire  understanding 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.

     9.     COUNTERPARTS.  This  Agreement  may  be  executed  in  any number of
            ------------
counterparts,  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.

     10.    AMENDMENT AND  WAIVERS.  Any term or provision of this Agreement may
            -----------------------
be  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.

     11.    ATTORNEYS'  FEES.  Should  suit  be  brought to enforce or interpret
            ----------------
any  part  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>

     12.    GOVERNING  LAW.  This  Agreement shall be governed by and  construed
            --------------
in  accordance  with  the  laws  of  the State of Florida, without regard to its
choice  of  law  principles.

DOUGLAS:                                    DFCORP:
                                            Douglas Family Holdings, Inc.,
                                            a Florida corporation

/s/ Marc Douglas                            /s/ Marc Douglas
------------------------------------        ------------------------------------
Marc  Douglas                               By:  Marc Douglas
                                            Its:  President


DFPARTNERSHIP:                              TVI:
Douglas Family Limited Partnership,         Thrift  Ventures,  Inc.,
a Florida Limited Partnership               a  Florida  corporation

/s/ Marc Douglas                            /s/ Marc Douglas
------------------------------------        ------------------------------------
By  Douglas Family Holdings, Inc.           By:  Marc Douglas
Its:  General Partner                       Its:  President
      Marc Douglas, President


TMI:
TMI  Holdings,  Inc.,
a  Florida  corporation


/s/ W. Michael Sessions
------------------------------------
By: W. Michael Sessions
Its:  Chief Executive Officer

<PAGE>

                                   SCHEDULE A

                                 2001 ASSIGNMENT

                                               Assignment            Assignment
                                               ----------            ----------
Name                                           of  Principal         of Interest
----                                           -------------         -----------

Marc  Douglas                                  $ 500,129.65          $ 86,248.64
Douglas  Family  Holdings,  Inc.               $   2,584.29          $    445.67
Douglas  Family  Limited  Partnership          $ 172,286.06          $ 29,711.17

     Total                                     $ 675,000.00          $116,405.48




                                   SCHEDULE B

                           TMI SHARES TO BE CANCELLED

Name                                      No. of Shares
----                                      -------------

Marc Douglas                                1,161,167
Douglas Family Holdings, Inc.                   6,000
Douglas Family Limited Partnership            400,000

     Total                                  1,567,167