FIRST RESTATED SECURITY AGREEMENT

     This  First  Restated  Security  Agreement  is  made  as of the 16th day of
December,  2002  by  and  between  John  W. Meyers, an individual ("Meyers") and
William Michael Sessions ("Sessions" who, along with Meyers shall be referred to
as  a  "Debtor" and collectively as the "Debtors"), on the one hand, and Matthew
P.  Dwyer,  an  individual (the "Secured Party"), on the other hand.  This First
Restated  Security  Agreement  replaces  the Security Agreement between the same
parties  dated  November  22,  2002.

     The  parties  hereto  agree  as  follows:

     1.     SECURITY  INTEREST.  In  consideration of that certain loan extended
by  the Secured Party as set forth in the Note of even date herewith executed in
favor of the Secured Party by the Debtor, of which this Agreement is attached as
an  exhibit  (the  "Note"),  the  terms  of  which  are  incorporated  herein by
reference,  the  Debtor  hereby  grants  to  Secured Party a continuing security
interest in and a right of setoff against, the Collateral described in Paragraph
2,  to  secure  the  prompt payment, performance and observance of the Note (the
"Obligations").   THE  SECURITY  INTEREST  GRANTED  HEREIN IS SUBORDINATE TO THE
SECURITY  INTEREST  OF  MARC  DOUGLAS  CREATED  AS  OF  THE  DATE  HEREOF.

     2.     THE  COLLATERAL.  The  Collateral  is  Two  Hundred  Fifty  Thousand
(250,000)  shares  of  Series  A  Preferred  Stock  of  TMI  Holdings,  Inc.

     3.     REPRESENTATIONS AND WARRANTIES.  The Debtor warrants, represents and
covenants  that:

     (a)  the  Collateral is now, and at all times will be, owned by Debtor free
and  clear  of  all  liens,  security  interest,  claims  and  encumbrances;

     (b)  Debtor 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 Debtor suffer or permit any of the same to occur with respect
to,  any  part or all of the Collateral, without prior written notice to Secured
Party;  Debtor  has  made,  and  will  continue  to  make  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 Debtor with respect to any of the Collateral; Secured Party shall at all
times  have  free  access  to  and right of inspection of the Collateral and any
records  pertaining thereto; at any time and from time to time, Debtor shall, at
its  sole  cost and expense, execute and deliver to Secured Party such financing
statements  pursuant  to  the  Uniform Commercial Code ("UCC"), applications for
certificate  of  title  and  other  papers,  documents  or instruments as may be
requested  by  Secured  Party  in  connection  with this Security Agreement, and
Debtor  hereby authorizes Secured Party to execute and file at any time and from
time to time one or more financing statements or copies thereof of this Security
Agreement  with  respect  to  the  Collateral  signed  only  by  Secured  Party.

     4.     EVENTS OF DEFAULT.  Each of the following events shall constitute an
event  of  default  ("Default")  under  this  Security  Agreement:

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     (a)  Debtor  shall  default in the punctual payment of any sum payable with
respect  to,  or  in  the  observance  or  performance  of  any of the terms and
conditions  of  any  Obligations;

     (b)  the  making  or  filing of any lien, levy, or execution on or seizure,
attachment  of  or  garnishment  of,  any  Collateral;

     (c) Debtor shall become insolvent or commit an act of bankruptcy or make an
assignment  for  the  benefit  of  creditors;

     (d)  there  shall be filed by or against Debtor any petition for any relief
under  the  bankruptcy  laws  of  the  United States now or hereafter in effect;

     5.     REMEDIES  UPON  DEFAULT.  Upon the  occurrence of any Default and at
any time thereafter, Secured Party may, without notice to or demand upon Debtor,
declare any Obligations immediately due and payable and Secured Party shall have
all  rights  and  remedies  of  a  secured  party  under  the  UCC.

     6.     MISCELLANEOUS.   Debtor  hereby  releases  Secured  Party  from  any
claims,  causes of action and demands at any time arising out of or with respect
to  this  Security Agreement, the Obligations, the Collateral and its use and/or
actions  taken or omitted to be taken by Secured Party with respect thereto, and
Debtor hereby agrees to hold Secured Party harmless from and with respect to any
and all such claims, causes of action and demands.  No act, omission or delay by
Secured  Party shall constitute a waiver of its rights and remedies hereunder or
otherwise.  Debtor  hereby waives presentment, notice of dishonor and protest of
all instruments included in or evidencing any Obligations or Collateral, and all
other  notices and demands whatsoever (except as expressly provided herein.)  No
provision  hereof  shall  be  modified,  altered  or limited except by a written
instrument expressly referring to this Security Agreement and to such provision,
and  executed  by  the  party  to  be  charged.   This  Security  Agreement  and
all Obligations shall be binding  upon  the  heirs,  executors,  administrators,
successors,  or  assigns  of  Debtor  and  shall,  together  with the rights and
remedies  of Secured Party hereunder, inure to the benefit of Secured Party, its
successors,  endorses  and assigns.  This Security Agreement and the Obligations
shall be governed in all respects by the laws of the State of Florida applicable
to  contracts  executed  and to be performed in such State.  If any term of this
Security  Agreement  shall  be held to be invalid, illegal or unenforceable, the
validity  of  all  other  terms  hereof  shall  in  no  way be affected thereby.

<PAGE>

IN  WITNESS  WHEREOF,  the  undersigned  has  executed  or  caused this Security
Agreement  to  be  executed  in the State of Florida on the date first above set
forth.

SECURED  PARTY:                  DEBTORS:


/s/ Matthew P. Dwyer             /s/ John W. Meyers
--------------------------       ----------------------------
Matthew  P.  Dwyer               John  W.  Meyers



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