REORGANIZATION

                                       AND

                            STOCK PURCHASE AGREEMENT

                                 by  and  between

                               TMI  Holdings,  Inc.
                             a  Florida  corporation,

                               on  the  one  hand


                                      and

                                Kina  'Ole,  Inc.
                             a  Hawaii  corporation

                             and  its  Shareholders

                              on  the  other  hand

<PAGE>

                   REORGANIZATION AND STOCK PURCHASE AGREEMENT

     REORGANIZATION  AND  STOCK  PURCHASE AGREEMENT ("Agreement"), dated January
31, 2003, by and among TMI Holdings, Inc., a Florida corporation ("TMI"), on the
one  hand,  and  Kina  'Ole,  Inc., a Hawaiian corporation ("KINA 'OLE") and Mr.
William  M. Sessions ("SESSIONS") and Mr. John W. Meyers ("MEYERS"), who are the
only  shareholders  of  KINA  OLE  (each  a  "Shareholder"  and collectively the
"Shareholders"), on the other hand.  Each of TMI, KINA OLE, and the Shareholders
shall  be  referred  to  herein  as a "Party" and collectively as the "Parties."

                          W  I  T  N  E  S  S  E  T  H

     WHEREAS,  the  Shareholders  collectively  own  100%  of  the  issued  and
outstanding  common  stock of KINA OLE as set forth in Exhibit A attached hereto
(the  "KINA  OLE  Shares");

     WHEREAS, the Shareholders desire to sell and TMI desires to purchase all of
the  KINA  'OLE  Shares  in  accordance  with  the  terms  set  forth  herein;

     WHEREAS,  the  Parties desire and intend that the transactions contemplated
by  this  Agreement will be a tax free reorganization under Section 368(a)(1)(A)
of  the  Internal  Revenue  Code  of  1986,  as  amended.

     NOW  THEREFORE,  in  consideration  of  the  premises and respective mutual
agreements,  covenants,  representations  and warranties herein contained, it is
agreed  between  the  parties  hereto  as  follows:

                                    ARTICLE 1
                    SALE AND PURCHASE OF THE KINA 'OLE SHARES

     1.1     Sale  of  the KINAOLE Shares.  At the Closing, subject to the terms
             ----------------------------
and  conditions  herein  set  forth,  and  on  the basis of the representations,
warranties  and  agreements herein contained, the Shareholders shall sell to TMI
and  TMI  shall purchase from the Shareholders, all of the KINA OLE Shares.  TMI
shall  pay  to William M. Sessions and John W. Meyers, the only Shareholders, as
consideration  for  the  receipt  of  the  KINA OLE Shares, an aggregate of Five
Hundred  Thousand  (500,000)  shares of TMI Series B Convertible Preferred stock
(the  "TMI  Shares").  The  TMI  Shares  will  be  split 250,000 to SESSIONS and
250,000  to  MEYERS.

                                    ARTICLE  2
                         REPRESENTATIONS  AND  WARRANTIES

     2.1     Representations and Warranties of KINAOLE and The Shareholders.  To
             --------------------------------------------------------------
induce  TMI  to  enter  into  this  Agreement and to consummate the transactions
contemplated  hereby, KINA OLE and the Shareholders represent and warrant, as of
the  date  hereof  and  as  of  the  Closing,  as  follows:

     2.1.1     Authority  of  KINAOLE  and  The  Shareholders.  KINA OLE and the
               ----------------------------------------------
Shareholders  have  the  full  right,  power  and  authority  to enter into this
Agreement  and to carry out and consummate the transactions contemplated herein.
This  Agreement  constitutes the legal, valid and binding obligation of KINA OLE
and  the  Shareholders.

<PAGE>

     2.1.2     Corporate  Existence  of KINAOLE.  KINA OLE is a corporation duly
               --------------------------------
organized,  validly existing and in good standing under the laws of the state of
Hawaii.  It has all requisite corporate power, franchises, licenses, permits and
authority  to  own  its properties and assets and to carry on its business as it
has  been  and is being conducted.  It is in good standing in each state, nation
or  other  jurisdiction  wherein  the character of the business transacted by it
makes  such  qualification  necessary.

     2.1.3     Capitalization  of  KINAOLE.  The authorized equity securities of
               ---------------------------
KINA  OLE  consist  of  500,000  shares  of common stock, no par value, of which
500,000  shares are issued and outstanding.  No other shares of capital stock of
KINA  OLE  are issued and outstanding.  All of the issued and outstanding shares
have  been  duly  and  validly  issued  in  accordance  and  compliance with all
applicable  laws,  rules  and  regulations and are fully paid and nonassessable.
There  are no options, warrants, rights, calls, commitments, plans, contracts or
other  agreements  of  any character granted or issued by KINA OLE which provide
for  the  purchase,  issuance  or transfer of any shares of the capital stock of
KINA  OLE nor are there any outstanding securities granted or issued by KINA OLE
that  are  convertible into any shares of the equity securities of KINA OLE, and
none  is authorized.  KINA OLE is not obligated or committed to purchase, redeem
or otherwise acquire any of its equity.  All presently exercisable voting rights
in  KINA  OLE  are vested exclusively in its outstanding shares of common stock,
each  share of which is entitled to one vote on every matter to come before it's
shareholders, and other than as may be contemplated by this Agreement, there are
no  voting trusts or other voting arrangements with respect to any of KINA OLE's
equity  securities.

     2.1.4     Subsidiaries.  "Subsidiary"  or "Subsidiaries" means all corpora-
               ------------
tions,  trusts,  partnerships, associations, joint ventures or other Persons, as
defined  below,  of  which  a  corporation  or  any  other  Subsidiary  of  such
corporation  owns not less than twenty percent (20%) of the voting securities or
other  equity  or  of  which  such  corporation  or any other Subsidiary of such
corporation  possesses, directly or indirectly, the power to direct or cause the
direction  of  the  management and policies, whether through ownership of voting
shares,  management  contracts  or  otherwise.  "Person"  means  any individual,
corporation,  trust,  association, partnership, proprietorship, joint venture or
other  entity.  KINA  OLE  does  not  have  any  subsidiaries.

      2.1.5    Execution  of Agreement.  The  execution  and  delivery  of  this
               -----------------------
Agreement does not, and the consummation of the transactions contemplated hereby
will  not:  (a)  violate,  conflict  with,  modify or cause any default under or
acceleration  of  (or  give  any  party  any  right  to  declare  any default or
acceleration  upon  notice or passage of time or both), in whole or in part, any
charter,  article  of  incorporation,  bylaw,  mortgage,  lien,  deed  of trust,
indenture,  lease,  agreement,  instrument, order, injunction, decree, judgment,
law  or  any  other  restriction  of  any  kind  to which either KINA OLE or the
Shareholders  are  a party or by which either of them or any of their properties
are  bound;  (b)  result  in  the  creation  of  any  security  interest,  lien,
encumbrance, adverse claim, proscription or restriction on any property or asset
(whether  real,  personal,  mixed,  tangible  or  intangible),  right, contract,
agreement or business of KINA OLE or the Shareholders; (c) violate any law, rule
or  regulation  of  any  federal  or  state regulatory agency; or (d) permit any
federal  or state regulatory agency to impose any restrictions or limitations of
any  nature  on KINA OLE or the Shareholders or any of their respective actions.

<PAGE>

     2.1.6     Taxes.
               -----

          2.1.6.1   All taxes, assessments, fees, penalties, interest and  other
governmental  charges  with respect to KINA OLE (or its subsidiaries) which have
become  due  and payable on the date hereof have been paid in full or adequately
reserved  against  by KINA OLE, (including without limitation, income, property,
sales,  use,  franchise,  capital  stock, excise, added value, employees' income
withholding,  social  security  and  unemployment  taxes),  and all interest and
penalties  thereon  with  respect  to the periods then ended and for all periods
thereto;

          2.1.6.2   There  are  no  agreements,  waivers  or  other arrangements
providing  for an extension of time with respect to the assessment of any tax or
deficiency  against  KINA  OLE,  nor  are there any actions, suits, proceedings,
investigations  or  claims  now  pending  against  KINA  OLE,  nor are there any
actions,  suits,  proceedings, investigations or claims now pending against KINA
OLE  in  respect  of any tax or assessment, or any matters under discussion with
any  federal,  state,  local  or  foreign  authority  relating  to  any taxes or
assessments,  or  any claims for additional taxes or assessments asserted by any
such  authority, and there is no basis for the assertion of any additional taxes
or  assessments  against  KINA  OLE;  and

          2.1.6.3   The consummation of the transactions  contemplated  by  this
Agreement  will  not  result  in  the  imposition  of any additional taxes on or
assessments  against  KINA  OLE.

     2.1.7     Disputes  and  Litigation.  There is no suit, action, litigation,
               -------------------------
proceeding,  investigation,  claim, complaint, or accusation pending, threatened
against or affecting KINA OLE or any of its properties, assets or business or to
which  KINA OLE is a party, in any court or before any arbitrator of any kind or
before  or  by  any  governmental  agency  (including,  without  limitation, any
federal,  state,  local,  foreign  or other governmental department, commission,
board,  bureau, agency or instrumentality), and there is no basis for such suit,
action,  litigation, proceeding, investigation, claim, complaint, or accusation;
(b)  there  is  no  pending or threatened change in any environmental, zoning or
building  laws,  regulations or ordinances which affect or could affect KINA OLE
or  any of its properties, assets or businesses; and (c) there is no outstanding
order,  writ,  injunction, decree, judgment or award by  any  court,  arbitrator
or governmental body against or affecting KINA OLE or  any  of  its  properties,
assets or business.  There is no litigation, proceeding,  investigation,  claim,
complaint  or  accusation, formal or informal, or arbitration pending, or any of
the  aforesaid  threatened, or any contingent liability which would give rise to
any  right  of  indemnification  or similar right on the part of any director or
officer  of  KINA OLE or any such person's heirs, executors or administrators as
against  KINA  OLE.

<PAGE>

     2.1.8     Compliance  with  laws.  KINA  OLE  has  at  all  times been, and
               ----------------------
presently  is,  in  full  compliance  with,  and  has not received notice of any
claimed  violation  of,  any applicable federal, state, local, foreign and other
laws,  rules and regulations.  KINA OLE has filed all returns, reports and other
documents  and  furnished  all information required or requested by any federal,
state,  local  or  foreign  governmental  agency  and all such returns, reports,
documents  and  information are true and complete in all respects.  All permits,
licenses,  orders,  franchises  and  approvals  of  all federal, state, local or
foreign  governmental  or regulatory bodies required of KINA OLE for the conduct
of  its  business have been obtained, no violations are or have been recorded in
respect  of  any  such  permits, licenses, orders, franchises and approvals, and
there is no litigation, proceeding, investigation, arbitration, claim, complaint
or  accusation,  formal  or  informal,  pending or threatened, which may revoke,
limit,  or question the validity, sufficiency or continuance of any such permit,
license,  order,  franchise  or  approval.  Such  permits,  licenses,  orders,
franchises  and  approvals are valid and sufficient for all activities presently
carried  on  by  KINA  OLE.

     2.1.9     Guaranties.  KINA OLE has not guaranteed any dividend, obligation
               -----------
or  indebtedness  of  any  Person;  nor  has any Person guaranteed any dividend,
obligation  or  indebtedness  of  KINA  OLE.

     2.1.10    Books  and  Records.  KINA  OLE  keeps  its  books,  records  and
               --------------------
accounts  (including,  without  limitation,  those  kept for financial reporting
purposes  and for tax purposes) in accordance with good business practice and in
sufficient  detail  to  reflect the transactions and dispositions of its assets,
liabilities  and equities.  The minute books of KINA 'OLE contain records of its
shareholders'  and  directors' meetings and of action taken by such shareholders
and  directors.  The  meeting  of directors and shareholders referred to in such
minute  books  were  duly called and held, and the resolutions appearing in such
minute  books  were  duly  adopted.  The  signatures  appearing on all documents
contained in such minute books are the true signatures of the persons purporting
to  have  signed  the  same.  A  true  and  accurate list of KINA OLE assets and
liabilities  as  of  the Closing Date is attached hereto as Exhibit B.  Further,
attached  hereto  as Exhibit C is a list of all contracts to which KINA OLE is a
party  or  obligated, and KINA OLE hereby represents and warrants that there are
no  other  material contracts or agreements in existence as of the Closing Date.

     2.1.11    The  Shareholders acknowledge that all of the TMI Shares will  be
"restricted  securities"(as  such  term is defined in Rule 144 promulgated under
the  Securities  Act  of  1933,  as  amended ("Rule 144")), and will include the
restrictive legend set forth in Section 3.2 hereof, and, except as otherwise set
forth in this Agreement, that the shares cannot be sold for a period of at least
one  year  from  the  date  of issuance unless registered with the United States
Securities  and  Exchange  Commission ("SEC") and qualified by appropriate state
securities  regulators,  or  unless  the  Shareholders  obtain  written  consent
from TMI and otherwise comply with  an  exemption  from  such  registration  and
qualification  (including,  without  limitation,  compliance  with  Rule  144).

     2.2     Representations  and Warranties of TMI.  To induce KINA OLE and the
             --------------------------------------
Shareholders  to  enter  into  this Agreement and to consummate the transactions
contemplated  hereby,  TMI represents and warrants, as of the date hereof and as
of  the  Closing,  as  follows:

<PAGE>

     2.2.1     Corporate  Existence  and Authority of TMI.  TMI is a corporation
               ------------------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State  of  Florida.  It has all requisite corporate power, franchises, licenses,
permits  and  authority  to  own  its  properties and assets and to carry on its
business  as it has been and is being conducted.  It is in good standing in each
state,  nation or other jurisdiction in each state, nation or other jurisdiction
wherein  the character of the business transacted by it makes such qualification
necessary.

     2.2.2     Capitalization  of  TMI.  The authorized equity securities of TMI
               ------------------------
consists of 1,500,000 shares of common stock, of which 189,631 shares are issued
and  outstanding as of the date hereof, and 1,500,000 shares of preferred stock,
of which 250,000 shares are issued or outstanding as Series A Preferred Stock as
of  the  date  hereof.  No  other  shares of capital stock of TMI are issued and
outstanding.  All  of  the  issued  and  outstanding  shares  have been duly and
validly  issued in accordance and compliance with all applicable laws, rules and
regulations  and  are  fully  paid and nonassessable.  All presently exercisable
voting  rights in TMI are vested exclusively in its outstanding shares of common
stock,  each  share  of  which  is  entitled to one vote on every matter to come
before  it's  shareholders,  and in its shares of Series A Preferred Stock, each
share  of  which is entitled to ten votes on every matter that comes before it's
shareholders.  Other than as may be contemplated by this Agreement, there are no
voting  trusts  or other voting arrangements with respect to any of TMI's equity
securities.

     2.2.3     Subsidiaries.  TMI  currently  has  no  subsidiaries.
               -------------

     2.2.4     Execution  of  Agreement.  The  execution  and  delivery  of this
               -------------------------
Agreement does not, and the consummation of the transactions contemplated hereby
will  not:  (a)  violate,  conflict  with,  modify or cause any default under or
acceleration  of  (or  give  any  party  any  right  to  declare  any default or
acceleration  upon  notice or passage of time or both), in whole or in part, any
charter,  article  of  incorporation,  bylaw,  mortgage,  lien,  deed  of trust,
indenture,  lease,  agreement,  instrument, order, injunction, decree, judgment,
law  or any other restriction of any kind to which TMI is a party or by which it
or  any  of its properties are bound; (b) result in the creation of any security
interest,  lien,  encumbrance, adverse claim, proscription or restriction on any
property  or  asset  (whether  real,  personal,  mixed, tangible or intangible),
right,  contract,  agreement  or  business  of TMI; (c) violate any law, rule or
regulation  of any federal or state regulatory agency; or (d) permit any federal
or  state  regulatory  agency  to  impose any restrictions or limitations of any
nature  on  TMI  or  any  of  its  actions.

     2.2.5     Series B Preferred Stock.  TMI will create a series of  preferred
               -------------------------
stock  entitled  TMI  Holdings,  Inc. Series B Convertible Preferred Stock, with
500,000  shares  authorized  and  the  rights and preferences as outlined in the
Certificate  of  Designation  attached hereto as Exhibit D. TMI will timely file
all  documentation  to  effectuate  the creation and issuance of the TMI Shares.

<PAGE>

                                    ARTICLE  3
                      CLOSING  AND  DELIVERY  OF  DOCUMENTS

     3.1     Closing.  The  Closing  shall  be deemed to have occurred as of the
             --------
date that each of the Parties hereto has executed this Agreement.  Subsequent to
the  Closing  the  following  shall  occur  as  a single integrated transaction:

     3.2     Delivery  by  TMI:
             ------------------

     (a)     TMI  shall  deliver  to the Shareholders the TMI Shares, fully paid
and  non-assessable  and  subject  to  no  liens,  security  interests, pledges,
encumbrances,  charges,  restrictions,  demands  or  claims  in  any other party
whatsoever,  except  as  set  forth  in  the legend on the certificate(s), which
legend  shall  provide  as  follows:

               THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE HAVE NOT BEEN
               REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE
               "ACT"),  OR  THE  SECURITIES  LAWS  OF  ANY STATE, AND MAY NOT BE
               OFFERED,  SOLD,  TRANSFERRED, PLEDGED, HYPO-THECATED OR OTHERWISE
               DISPOSED  OF  FOR  A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF
               EXCEPT  (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
               THE  ACT  AND  ANY APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS
               WRITTEN  AGREEMENT  OF  THE COMPANY AND COMPLIANCE, TO THE EXTENT
               APPLICABLE,  WITH  RULE  144  UNDER  THE ACT (OR ANY SIMILAR RULE
               UNDER  THE  ACT  RELATING  TO  THE  DISPOSITION  OF  SECURITIES).

     (b)     TMI  shall  deliver  to  KINA  OLE  and  the  Shareholders  written
confirmation of the approval of the herein described transactions by TMI's Board
of  Directors  as  set  forth  in  Section  4.1  hereof.

     (c)     TMI  shall  deliver  to  the  Shareholders  written confirmation of
the approval of the creation and  issuance of the TMI Shares with the rights and
preferences  as  described  in the Certificate of Designation attached hereto as
Exhibit  D.

     3.3     Delivery  by  The  Shareholders:
             --------------------------------

     (a)     The  Shareholders  shall deliver to TMI the KINA OLE Shares subject
to  no  liens, security interests, pledges, encumbrances, charges, restrictions,
demands  or  claims  in  any  other  party  whatsoever.

                                    ARTICLE  4
                 CONDITIONS,  TERMINATION,  AMENDMENT  AND  WAIVER

     4.1     Conditions Precedent.  This Agreement, and the transactions contem-
             ---------------------
plated  hereby,  shall  be  subject to the approval of the Board of Directors of
TMI,  which  shall  be  delivered  at  the  Closing.

<PAGE>

     4.2     Termination.  Notwithstanding anything to  the  contrary  contained
             ------------
in this Agreement,  this  Agreement  may  be  terminated  and  the  transactions
contemplated  hereby  may  be abandoned only by the mutual consent of all of the
parties.

     4.3     Waiver  and  Amendment.  Any  term, provision, covenant, represent-
             -----------------------
ation,  warranty  or  condition  of  this Agreement may be waived, but only by a
written  instrument  signed  by  the party entitled to the benefits thereof. The
failure or delay of any party at any time or times to require performance of any
provision  hereof or to exercise its rights with respect to any provision hereof
shall  in  no  manner  operate  as a waiver of or affect such party's right at a
later  time  to enforce the same. No waiver by any party of any condition, or of
the  breach  of  any  term,  provision,  covenant,  representation  or  warranty
contained in this Agreement, in any one or more instances, shall be deemed to be
or  construed  as a further or continuing waiver of any such condition or breach
or  waiver of any other condition or of the breach of any other term, provision,
covenant,  representation  or  warranty.  No  modification  or amendment of this
Agreement  shall  be valid and binding unless it be in writing and signed by all
parties  hereto.

                                    ARTICLE  5
                                    COVENANTS

     5.1     To  induce  TMI  to enter into this Agreement and to consummate the
transactions  contemplated hereby, and without limiting any covenant, agreement,
representation  or  warranty  made,  KINA  OLE and the Shareholders covenant and
agree  as  follows:

     5.1.1     Notices  and Approvals.  KINA OLE and the Shareholders agree: (a)
               ----------------------
to  give all notices to third parties which may be necessary or deemed desirable
by  TMI  in  connection  with  this  Agreement  and  the  consummation  of   the
transactions  contemplated  hereby;  (b)  to  use its best efforts to obtain all
federal  and  state  governmental regulatory agency approvals, consents, permit,
authorizations,  and  orders  necessary or deemed desirable by TMI in connection
with this Agreement and the consummation of the transaction contemplated hereby;
and (c) to use its best efforts to obtain all consents and authorizations of any
other third parties necessary or deemed desirable by TMI in connection with this
Agreement  and  the  consummation  of  the  transactions  contemplated  hereby.

     5.1.2     Information  for  TMI's  Statements and Applications.  The Share-
               ------------------------------------------------------
holders  and  KINA  OLE  and  their  employees,  accountants and attorneys shall
cooperate  fully  with  TMI in the preparation of any statements or applications
made by TMI to any federal or state governmental regulatory agency in connection
with  this Agreement and the transactions contemplated hereby and to furnish TMI
with  all  information  concerning  the  Shareholders  and KINA OLE necessary or
deemed  desirable  by  TMI  for  inclusion  in such statements and applications,
including, without limitation, all requisite financial statements and schedules.

     5.1.3     Access  to  Information.   TMI,  together  with  its  appropriate
               -----------------------
attorneys,  agents  and representatives, shall be permitted to make the full and
complete  investigation of the Shareholders and KINA OLE and have full access to
all  of  the  books  and  records of the other during reasonable business hours.
Notwithstanding  the foregoing, such parties shall treat all such information as
confidential  and  shall not disclose such information without the prior consent
of  the  other.

<PAGE>

     5.2     To  induce  KINA  OLE  and  the  Shareholders  to  enter  into this
Agreement  and  to  consummate the transactions contemplated hereby, and without
limiting any covenant, agreement, representation or warranty made, TMI covenants
and  agrees  as  follows:

     5.2.1     Access  to  Information.  The  Shareholders,  together with their
               -----------------------
appropriate  attorneys,  agents  and representatives, shall be permitted to make
the  full  and  complete investigation of TMI and have full access to all of the
books  and  records  of  the  other  during reasonable business hours.  Notwith-
standing  the  foregoing,  such  parties  shall  treat  all  such information as
confidential  and  shall not disclose such information without the prior consent
of  the  other.

                                    ARTICLE 6
                                  MISCELLANEOUS

     6.1     Expenses.  Except  as  otherwise  specifically provided for herein,
             ---------
whether or not the transactions contemplated hereby are consummated, each of the
parties  hereto  shall  bear  the  cost  of all fees and expenses relating to or
arising  from  its  compliance with the various provisions of this Agreement and
such  party's  covenants  to  be  performed  hereunder,  and except as otherwise
specifically  provided  for herein, each of the parties hereto agrees to pay all
of  its  own expenses (including, without limitation, attorneys and accountants'
fees  and  printing  expenses)  incurred  in connection with this Agreement, the
transactions  contemplated  hereby, the negotiations leading to the same and the
preparations  made  for  carrying  the  same  into effect, and all such fees and
expenses  of  the  parties  hereto  shall  be  paid  prior  to  Closing.

     6.2     Notices.  Any  notice,  request,  instruction  or  other  document
             --------
required  by the terms of this Agreement, or deemed by any of the parties hereto
to  be  desirable, to be given to any other party hereto shall be in writing and
shall be given by hand delivery, overnight mail with a recognized carrier, or by
facsimile  with  facsimile  confirmation,  to  the  following  addresses:

To  TMI:

     TMI  Holdings,  Inc.
     4463  Pahe'e  Street,  Suite  203-B
     Lihue,  HI  96766
     Attn:  President

with  a  copy  to:

     The  Lebrecht  Group,  APLC
     22342  Avenida  Empresa,  Suite  220
     Rancho  Santa  Margarita,  CA  92688
     Attn:  Craig  V.  Butler,  Esq.
     Facsimile  (949)  635-1244

<PAGE>

To  KINA  OLE  or  the  Shareholders:

     Kina  Ole
     4463  Pahe'e  Street,  Suite  203-B
     Lihue,  HI  96766

     William  M.  Sessions
     4463  Pahe'e  Street,  Suite  203-B
     Lihue,  HI  96766

     John  W.  Meyers
     4463  Pahe'e  Street,  Suite  203-B
     Lihue,  HI  96766

     Notice  shall be deemed to be given at the time of receipt of the notice by
the  recipient.  The  persons  and addresses set forth above may be changed from
time  to  time  by  a  notice  sent  as  stated  in  this  Section.

     6.3     Entire  Agreement.  This  Agreement,  together  with  the schedules
             ------------------
and  exhibits  hereto,  sets forth the entire agreement and understanding of the
parties  hereto  with  respect  to  the  transactions  contemplated  hereby, and
supersedes  all prior agreements, arrangements and understandings related to the
subject  matter  hereof.  No  understanding,  promise,  inducement, statement of
intention,  representation,  warranty,  covenant  or condition, written or oral,
express  or implied, whether by statute or otherwise, has been made by any party
hereto  which  is  not  embodied  in  this  Agreement, or exhibits hereto or the
written  statements,  certificates, or other documents delivered pursuant hereto
or  in connection with the transactions contemplated hereby, and no party hereto
shall  be bound by or liable for any alleged understanding, promise, inducement,
statement,  representation,  warranty,  covenant  or condition not so set forth.

     6.4     Survival  of  Representations.  All  statements  of fact (including
             ------------------------------
financial statements) contained in the schedules, the exhibits, the certificates
or  any  other instrument delivered by or on behalf of the  parties  hereto,  or
in connection  with  the  transactions  contemplated  hereby,  shall  be  deemed
representations  and  warranties  by  the  respective  party  hereunder.  All
representations,  warranties,  agreements, and covenants hereunder shall survive
the Closing and remain effective regardless of any investigation or audit at any
time  made by or on behalf of the parties or of any information a party may have
in  respect thereto.  Consummation of the transactions contemplated hereby shall
not  be  deemed  or construed to be a waiver of any right or remedy possessed by
any  party  hereto, notwithstanding that such party knew or should have known at
the  time  of  Closing  that  such  right  or  remedy  existed.

     6.5     Incorporated  by  Reference.  All  documents  (including,  without
             ----------------------------
limitation,  all  financial  statements)  delivered  as  part hereof or incident
hereto  are  incorporated  as  a  part  of  this  Agreement  by  reference.

     6.6     Remedies  Cumulative.  No remedy herein conferred upon any Party is
             ---------------------
intended  to  be  exclusive  of  any other remedy and each and every such remedy
shall  be  cumulative  and  shall  be  in  addition  to every other remedy given
hereunder  or  now  or  hereafter  existing at law or in equity or by statute or
otherwise.

<PAGE>

     6.7     Execution  of  Additional Documents.  Each party hereto shall make,
             ------------------------------------
execute,  acknowledge and deliver such other instruments and documents, and take
all  such other actions as may be reasonably required in order to effectuate the
purposes  of  this  Agreement  and  to  consummate the transactions contemplated
hereby.

     6.8     Finders'  and  Related  Fees.  Each  of  the  parties  hereto  is
             -----------------------------
responsible  for,  and shall indemnify the other against, any claim by any third
party to a fee, commission, bonus or other remuneration arising by reason of any
services  alleged  to  have been rendered to or at the instance of said party to
this  Agreement  with  respect  to  this Agreement or to any of the transactions
contemplated  hereby.

     6.9     Governing  Law.  This Agreement has been negotiated and executed in
             ---------------
the  State  of Hawaii and shall be construed and enforced in accordance with the
laws  of  such  state.

     6.10    Forum.  Each  of the parties hereto agrees that any action or  suit
             -----
which  may  be  brought  by  any  party hereto against any other party hereto in
connection  with  this  Agreement or the transactions contemplated hereby may be
brought  only  in  a  federal  or  state  court  in  Honolulu  County,  Hawaii.

     6.11    Attorneys'  Fees.   Except  as  otherwise  provided  herein,  if  a
             ----------------
dispute  should  arise  between  the  parties  including,  but  not  limited  to
arbitration,  the  prevailing  party  shall  be reimbursed by the non-prevailing
party  for all reasonable expenses incurred in resolving such dispute, including
reasonable  attorneys' fees exclusive of such amount of attorneys' fees as shall
be a premium for result or for risk of loss under a contingency fee arrangement.

     6.12    Binding  Effect  and  Assignment.  This  Agreement  shall  inure to
              ---------------------------------
the  benefit  of  and  be  binding  upon the parties hereto and their respective
heirs,  executors,  administrators,  legal  representatives  and  assigns.

     6.13    Counterparts.  This  Agreement  may  be  executed in  counterparts,
             -------------
each  of  which  shall  be  deemed  an original, but all of which together shall
constitute  one  and the same instrument.  In making proof of this Agreement, it
shall not be necessary to produce or account for more than one such counterpart.

     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement, as of
the  date  first  written  hereinabove.

"TMI"                                   "KINA  OLE"

TMI  HOLDINGS,  INC.                     KINA  OLE,  INC.
A  FLORIDA  CORPORATION                  A  HAWAIIAN  CORPORATION


/s/ William M. Sessions                  /s/ John W. Meyers
-------------------------------          -----------------------------
By:  William  M.  Sessions               By:  John  W.  Meyers
Its:  President                          Its:  President

<PAGE>

"Shareholders"


/s/ William M. Sessions
-------------------------------------------
By:  William  M.  Sessions,  an  individual


/s/ John W. Meyers
-------------------------------------------
By:  John  W.  Meyers,  an  individual


<PAGE>

                                    EXHIBIT  A


     Shareholder                      No.  of  Kina  'Ole  Shares
     -----------                      ---------------------------

     William  M.  Sessions                      250,000

     John  W.  Meyers                           250,000

<PAGE>
                                    EXHIBIT  B

                       ASSETS  AND  LIABILITIES  OF  KINA  OLE
                           AS  OF  THE  DATE  OF  CLOSING


<PAGE>
                                    EXHIBIT  C

                          CONTRACTS  TO  WHICH  KINA  'OLE
                           IS  A  PARTY  OR  IS  OBLIGATED

1.     Joint  venture  arrangement  with  Robert  Wilden,  under with Mr. Wilden
purchased  the  properties  and  Kina  Ole is doing improvements and selling two
lot/house  packages  in  exchange  for a 20% commission from final sale proceeds
going  to  Kina  Ole.

2.     Joint  venture  arrangement  with  Laurin and Kaye Davis, under which the
Davises  own  the  property  and  Kina Ole is doing improvements and selling the
house  in  exchange  for a commission from the final sale proceeds going to Kina
Ole.

3.     On  December  11,  2002, Kina Ole entered into three loans  for  a  total
of $670,000.  The loan agreements  are  with  three  investors,  Dudley  Leinani
Fullard-Leo,  trustee  of  the  Dudley  Leinani  Fullard-Leo Palmyra Trust dated
December  29,1995;  Ainsley  A.  K.  Fullard-Leo,  Trustee  of the Ainsley A. K.
Fullard-Leo  Revocable  Living Trust as amended dated April 30, 1992; and Dudley
Leinani  Fullard-Leo,  Trustee  of  The  L.V.F.L.  Family  Trust, as amended and
restated,  dated  December  14,  2000.  These  loans become due June 11, 2003.

<PAGE>
                                    EXHIBIT  D

                           CERTIFICATE OF DESIGNATION
                     OF THE RIGHTS, PREFERENCES, PRIVILEGES
                    AND RESTRICTIONS, WHICH HAVE NOT BEEN SET
                    FORTH IN THE CERTIFICATE OF INCORPORATION
                          OR IN ANY AMENDMENT THERETO,
                                     OF THE
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                               TMI HOLDINGS, INC.

     (Pursuant to Section 607.0602 of the Florida Business Corporation Act)


     The  undersigned,  William  M.  Sessions,  does  hereby  certify  that:

     A.     He is the duly elected and acting President of TMI Holdings, Inc., a
Florida  Corporation  (the  "Corporation").

     B.     Pursuant  to the Unanimous Written Consent of the Board of Directors
of  the  Corporation dated January 31, 2003, the Board of Directors duly adopted
the  following  resolutions:

     WHEREAS,  the  Certificate of Incorporation of the Corporation authorizes a
class  of  stock  designated  as  Preferred Stock, with a par value of $0.01 per
share  (the  "Preferred  Class"),  comprising  one million five hundred thousand
(1,500,000)  shares  and provides that the Board of Directors of the Corporation
may  fix  the  terms,  including any dividend rights, dividend rates, conversion
rights,  voting  rights,  rights  and  terms  of  any  redemption,  redemption,
redemption  price  or  prices,  and  liquidation  preferences,  if  any,  of the
Preferred  Class;

     WHEREAS,  the  Board  of Directors believes it in the best interests of the
Corporation  to  create a series of preferred stock consisting of 500,000 shares
and  designated  as  the  "Series  B Convertible Preferred Stock" having certain
rights,  preferences, privileges, restrictions and other matters relating to the
Series  B  Convertible  Preferred  Stock.

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby fix
and  determine  the  rights,  preferences,  privileges,  restrictions  and other
matters  relating  to  the  Series  B  Convertible  Preferred  Stock as follows:

     1.     Definitions.  For  purposes  of this Certificate of Designation, the
            ------------
following  definitions  shall  apply:

     1.1     "Board" shall mean the  Board  of  Directors  of  the  Corporation.

     1.2     "Corporation" shall mean TMI Holdings, Inc., a Florida Corporation.

<PAGE>

     1.3     "Common Stock" shall mean the Common Stock,  $0.01  par  value  per
share, of  the  Corporation.

     1.4     "Common  Stock Dividend" shall mean a stock dividend  declared  and
paid on  the  Common  Stock  that  is  payable  in  shares  of  Common  Stock.

     1.5     "Distribution"  shall  mean the transfer of cash or property by the
Corporation to one or more of its stockholders without consideration, whether by
dividend  or  otherwise  (except  a  dividend in shares of Corporation's stock).

     1.6     "Original  Issue Date" shall mean the date on which the first share
of Series  B  Convertible  Preferred  Stock  is  issued  by  the  Corporation.

     1.7     "Series  B  Convertible  Preferred  Stock"  shall mean the Series B
Convertible  Preferred  Stock,  $0.01  par  value per share, of the Corporation.

     1.8     "Subsidiary"  shall  mean  any  corporation  or  limited  liability
Corporation  of  which  at  least  fifty percent (50%) of the outstanding voting
stock or membership interests, as the case may be, is at the time owned directly
or  indirectly  by  the  Corporation  or  by  one  or  more  of  such subsidiary
corporations.

     2.     Dividend  Rights.
            ----------------

     2.1     In each calendar year, the holders of the then outstanding Series B
Convertible  Preferred  Stock  shall  be  entitled  to  receive, when, as and if
declared  by  the  Board, out of any funds and assets of the Corporation legally
available  therefor, noncumulative dividends in an amount equal to any dividends
or  other  Distribution  on the Common Stock in such calendar year (other than a
Common  Stock Dividend); provided however, no dividend shall be declared or paid
when  there  is  outstanding  indebtedness  of  the  Corporation  or any accrued
interest remains outstanding on such indebtedness unless the holder of such debt
waives  this condition.  No dividends (other than a Common Stock Dividend) shall
be  paid,  and  no  Distribution shall be made, with respect to the Common Stock
unless  dividends  in such amount shall have been paid or declared and set apart
for  payment  to  the  holders  of  the  Series  B  Convertible  Preferred Stock
simultaneously.  Dividends on the Series B Convertible Preferred Stock shall not
be  mandatory  or  cumulative,  and  no  rights  or interest shall accrue to the
holders  of  the Series B Convertible Preferred Stock by reason of the fact that
the  Corporation  shall  fail  to  declare  or  pay  dividends  on  the Series B
Convertible  Preferred  Stock, except for such rights or interest that may arise
as a result of the Corporation paying a dividend or making a Distribution on the
Common  Stock  in  violation  of  the  terms  of  this  Section  2.

     2.2     Participation  Rights.  Dividends  shall  be  declared  pro rata on
the  Common  Stock  and the Series B Convertible Preferred Stock on a pari passu
basis  according  to  the number of shares of Common Stock held by such holders,
where  each  holder  of  shares of Series B Preferred Stock is to be treated for
this  purpose  as  holding  the  number  of  shares of Common Stock to which the
holders  thereof  would  be  entitled if they converted their shares of Series B
Convertible  Preferred  Stock  at  the  time of such dividend in accordance with
Section  4  hereof.

<PAGE>

     2.3     Non-Cash  Dividends.  Whenever a dividend or Distribution  provided
for in this Section 2 shall be payable in property other than cash (other than a
Common  Stock  Dividend),  the  value  of such dividend or Distribution shall be
deemed  to be the fair market value of such property as determined in good faith
by  the  Board.

     3.     Liquidation  Rights.  The Series B Convertible Preferred Stock shall
            --------------------
have  the  same  liquidation  preference  as  the  Common  Stock.

     4.     Conversion  Rights.
            ------------------

     (a)     Conversion  of Preferred Stock.  Each share of Series B Convertible
Preferred  Stock  shall  be  convertible  into  thirty  (30) fully paid and non-
assessable  shares  of  Common  Stock  of the Corporation. This conversion shall
occur  automatically  at  the  time  the  Corporation  has  sufficient shares of
authorized  common stock to convert each share of Series B Convertible Preferred
Stock  into  thirty (30) shares of common stock. Notwithstanding the above, each
share  of  Series B Convertible Preferred Stock shall automatically be converted
into  one  fully paid and nonassessable share of Common Stock of the Corporation
described  herein  immediately  upon  the  resignation  or removal of the holder
thereof  from  the  Corporation's  Board  of  Directors.

     (b)     Procedures  for  Exercise  of  Conversion Rights.   The  shares  of
Series  B Convertible Preferred Stock will automatically convert to common stock
as  soon  as the Corporation has sufficient authorized shares of common stock to
convert  the  shares  of Series B Convertible Preferred Stock in accordance with
Section 4(a), above. Once the Corporation has sufficient authorized common stock
to  effectuate  the  conversion then the conversion shall be deemed to have been
effected  on  the  date  when  the  Corporation  first  had sufficient shares of
authorized  common  stock to effectuate the conversion (except that in the event
of an automatic conversion pursuant to Section 4(a) above, such conversion shall
be  deemed  to  have  been  made immediately prior to the holders resignation or
removal),  and  such  date  is  referred to herein as the "Conversion Date."  As
promptly  as  practicable after the Conversion Date, the Corporation shall issue
and deliver to or upon the written order of such holder, at such office or other
place  designated  by  the  Corporation,  a  certificate or certificates for the
number  of  full  shares  of Common Stock to which such holder is entitled and a
check  for  cash  with  respect  to any fractional interest in a share of Common
Stock  as  provided  in  section 4(c) below.  The holder shall be deemed to have
become  a  shareholder  of  record  on  the  Conversion  Date.

     (c)     No Fractional Shares.  No fractional  shares  of  Common  Stock  or
scrip  shall  be  issued  upon  conversion  of  shares  of  Series B Convertible
Preferred Stock.  If more than one share of Series B Convertible Preferred Stock
shall  be  surrendered  for  conversion  at any one time by the same holder, the
number  of full shares of Common Stock issuable upon conversion thereof shall be
computed  on the basis of the aggregate number of shares of Series B Convertible
Preferred  Stock  so  surrendered.  Instead  of  any fractional shares of Common
Stock  which would otherwise be issuable upon conversion of any shares of Series
B  Convertible  Preferred  Stock, the Corporation shall pay a cash adjustment in
respect  of  such  fractional  interest  equal  to the fair market value of such
fractional  interest  as  determined  by  the  Corporation's Board of Directors.

<PAGE>

     (d)     Payment  of  Taxes  for  Conversions.  The  Corporation  shall  pay
any and all issue and other taxes that may be payable in respect of any issue or
delivery  of  shares  of  Common Stock on conversion pursuant hereto of Series B
Convertible Preferred Stock.  The Corporation shall not, however, be required to
pay  any  tax  which  may  be payable in respect of any transfer involved in the
issue  and delivery of shares of Common Stock in a name other than that in which
the shares of Series B Convertible Preferred Stock so converted were registered,
and  no  such  issue  or  delivery  shall  be  made  unless and until the person
requesting such issue has paid to the Corporation the amount of any such tax, or
has  established, to the satisfaction of the Corporation, that such tax has been
paid.

     (e)     Reservation  of  Common  Stock.  The Corporation will  use its best
efforts,  but  is under no obligation, to keep available authorized but unissued
Common Stock for the purpose of effecting any requested conversion of the Series
B  Convertible  Preferred  Stock.

     (f)     Registration  or  Listing  of  Shares  of  Common  Stock.   If  any
shares of Common Stock to be reserved for the purpose of conversion of shares of
Series  B  Convertible  Preferred Stock require registration or listing with, or
approval of, any governmental authority, stock exchange or other regulatory body
under  any  federal  or state law or regulation or otherwise, before such shares
may be validly issued or delivered upon conversion, the Corporation will in good
faith  and  as  expeditiously  as possible endeavor to secure such registration,
listing  or  approval,  as  the  case  may  be.

     (g)     Status  of Common Stock  Issued  Upon  Conversion.  All  shares  of
Common  Stock  which  may  be  issued  upon conversion of the shares of Series B
Convertible  Preferred  Stock  will  upon issuance by the Corporation be validly
issued,  fully paid and nonassessable and free from all taxes, liens and charges
with  respect  to  the  issuance  thereof.

     (h)     Status  of  Converted  Preferred Stock.   In  case  any  shares  of
Series B Convertible Preferred Stock shall be converted pursuant to this Section
4,  the  shares  so converted shall be canceled and shall not be issuable by the
Corporation.

     5.     Adjustment  of  Conversion  Price.
            ---------------------------------

     (a)     General  Provisions.  In  case,  at any time after the date hereof,
of  any  capital  reorganization,  or  any  reclassification of the stock of the
Corporation (other than a change in par value or as a result of a stock dividend
or  subdivision,  split-up  or  combination  of shares),  or  the  consolidation
or merger  of  the  Corporation  with  or  into  another  person  (other  than a
consolidation  or  merger  in which the Corporation is the continuing entity and
which  does  not  result  in  any change in the Common Stock), or of the sale or
other  disposition  of all or substantially all the properties and assets of the
Corporation  as  an  entirety  to  any  other  person,  the  shares  of Series B
Convertible  Preferred Stock shall, after such reorganization, reclassification,
consolidation,  merger,  sale or other disposition, be convertible into the kind
and number of shares of stock or other securities or property of the Corporation
or  of  the entity resulting from such consolidation or surviving such merger or
to  which  such  properties  and  assets  shall  have  been  sold  or  otherwise
disposed  to  which such holder would have been entitled if immediately prior to
such  reorganization,  reclassification,  consolidation,  merger,  sale or other
disposition  it had converted its shares of Series B Convertible Preferred Stock
into  Common Stock. The provisions of this Section 5(a) shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers, sales or
other  dispositions.

     (b)     No Impairment.  The Corporation  will  not,  through  any reorgani-
tion,  transfer  of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, including amending this Certificate of
Designation,  avoid or seek to avoid the observance or performance of any of the
terms  to be observed or performed hereunder by the Corporation, but will at all
times  in  good  faith  assist in the carrying out of all the provisions of this
Section  5  and  in  the  taking  of  all  such  action  as  may be necessary or
appropriate in order to protect the conversion rights of the holders of Series B
Convertible  Preferred  Stock  against  impairment.  This  provision  shall  not
restrict  the  Corporation  from  amending  its  Articles  of  Incorporation  in
accordance  with  the  General  Corporation  Law of the State of Florida and the
terms  hereof.

     7.     Redemption.  The  Series  B Convertible Preferred Stock shall not be
            ----------
redeemable.

     8.     Notices.  Any notices required by the provisions of this Certificate
            -------
of  Designation  to  be  given  to the holders of shares of Series B Convertible
Redeemable  Preferred  Stock  shall  be  deemed given if deposited in the United
States  mail,  postage  prepaid,  and  addressed to each holder of record at its
address  appearing  on  the  books  of  the  Corporation.

     9.     Voting  Provisions.  Each  share  of Series B Convertible  Preferred
                 ------------------
Stock  shall  be  entitled  to  thirty  (30)  votes  on all matters to which the
shareholders  of  the  Corporation  are  entitled  or  required  to  vote.

     10.    Restriction  on  Issuance.  The Series B Convertible Preferred Stock
                  -------------------------
may  only  be  issued  to  and  held by members of the Board of Directors of the
Corporation. In the event of any holder's resignation or removal from the Board,
the  conversion  provisions  of  Section  4  shall  apply.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Designation  of  Series B Convertible Preferred Stock to be duly executed by its
President  and  attested  to  by  its  Secretary this 31st day of January, 2003.


By:  /s/ William M. Sessions
     ---------------------------------
     William  M.  Sessions,  President



By:  /s/ William M. Sessions
     ---------------------------------
     William  M.  Sessions,  Secretary