STOCK PURCHASE AGREEMENT

     THIS  STOCK  PURCHASE AGREEMENT (this "Agreement") is made and entered into
as  of  February 21, 2003 ("Effective Date"), by and among TMI Holdings, Inc., a
Florida  corporation,  ("TMI"),  John  W.  Meyers, an individual ("Meyers"), and
William  Michael  Sessions,  an individual ("Sessions" who shall, along with TMI
and  Meyers,  be  called  the  "Sellers"), on the one hand, and Scott Siegel, an
individual  ("Siegel"),  on  the  other  hand.

                                 R E C I T A L S

     A.     TMI  is  a  Florida  corporation  with  a  wholly  owned subsidiary,
Kina'ole, which  is  a  seller  of  manufactured  homes  in  Hawaii.

     B.     Sessions  and  Meyers  each  own  125,000  shares  of TMI's Series A
Preferred  Stock,  which  is  100%  of  the  Series  A  Preferred  Stock.

     C.     Siegel  wishes  to  pay  off  certain  outstanding  debts of TMI and
Sessions  and  Meyers  in  exchange  for  1,050,000  shares  of TMI common stock
("Common  Stock"),  which will be issued by TMI, and all 250,000 shares of TMI's
Series  A  Preferred  Stock  ("Series  A  Preferred  Stock"),  which is owned by
Sessions  and  Meyers.

     D.     Sellers  wish  to  sell  the Common Stock and the Series A Preferred
Stock  on  the  terms  and  conditions  set  forth  in  this  Agreement.

     E.     Siegel  acknowledges that he has had an opportunity to ask questions
of  appropriate persons, including Sessions and Meyers, concerning the business,
financial  condition  and  results  of  operations  of  TMI.

     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.     CONSIDERATION OF SELLERS.  In exchange of certain obligations of the
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Sellers  being  paid by Siegel, the Sellers agree to sell and transfer to Siegel
the  following:

     1.1  TMI  will  issue  and grant to Siegel 1,050,000 shares of TMI's common
stock, with restrictive legend,  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.

     1.2  Sessions  and  Meyers  will  each transfer to Siegel 125,000 shares of
Series  A  Preferred  Stock,  with  restrictive  legend,  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. These 250,000 shares of Series A Preferred Stock represent 100%
of  the  authorized  and  outstanding  Series  A  Preferred  Stock  of  TMI.

<PAGE>
     2.     CONSIDERATION  OF SIEGEL.  In exchange for the Common Stock from TMI
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and  the Series A Preferred Stock from Sessions and Meyers, Siegel agrees to pay
the  following:

     2.1  Marc  Douglas  -  $150,000

     2.2  The  Lebrecht  Group,  APLC  -  $15,000

     2.3  Broad  &  Cassel  -  $38,000

     2.4  Charles  N.  Auerbach,  CPA  -  $7,500

     2.5  Berkowitz,  Dick,  Pollack,  Brandt  -  $12,000

     3.     CLOSING.
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     3.1  Closing of the transactions contemplated hereby ("Closing") shall take
place  upon satisfaction of the following conditions, but in no event later than
21  days  following  the  Effective  Date.

     3.2  At  Closing,  Sellers shall deliver certificates evidencing the Common
Stock  and  the  Series  A  Preferred  Stock to Siegel, with duly executed stock
powers  by Sessions and Meyers, for transfer to Siegel, and Siegel shall deliver
to  the  Sellers  proof  of  payment  of the amounts listed in Section 2, above.

     4.     SELLERS'  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.
            ------------------------------------------------------

     4.1  As  of  the  Closing,  TMI will issue to Siegel the Common Stock, 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, assessments or restrictions or any other
defects  in  title  of  any  nature  whatsoever  on  the  Common  Stock.

     4.2  As  of the Closing, Sessions and Meyers each have and will transfer to
Siegel  all  their  interest  in  the Series A Preferred Stock, and, except with
respect  to the restrictions on transfer under federal and state securities laws
specified  in  this  Agreement, after Siegel pays the amounts listed in Sections
2.1-2.5,  above,  there will not be any security interests, liens, encumbrances,
claims,  charges,  assessments  or restrictions or any other defects in title of
any  nature whatsoever on any of the Shares. Notwithstanding the above, Sessions
and Meyers do not possess the Series A Preferred Stock certificates, since those
were  misplaced,  but  they represent and warrant that they possess an affidavit
signed  by  Marc  Douglas  (individual  Sessions  and  Meyers purchased Series A
Preferred  Stock from) on December 17, 2002, under penalty of perjury, admitting
there  is  no  stock  certificate  representing the Series A Preferred Stock. In
reliance  on  the  affidavit,  Sessions and Meyers further represent and warrant
that  they do own 100% of the Series A Preferred Stock and are transferring that
interest  to  Siegel  under  this  Agreement.

<PAGE>
     4.3  Sellers  have  the right, power, legal capacity and authority to enter
into  and  perform  Sellers'  obligations  under  this  Agreement.

     4.4  Except  as  set  forth  herein,  Sellers  make  no  representations or
warranties  with  respect to TMI or the Common Stock or Series A Preferred Stock
and  Siegel is purchasing the Common Stock and Series A Preferred Stock "as is".

     4.5 Sellers 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  Sellers suffer or permit any of the same to occur with
respect  to,  any  part  or all of the Common Stock or Series A Preferred Stock,
without  the  prior  written  consent  of  Siegel;  Sellers  have 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  Sellers with respect to the Common Stock or the Series A
Preferred  Stock.

     5.     SIEGEL'S  REPRESENTATIONS  AND  WARRANTIES.
            ------------------------------------------
Siegel  hereby  represents  and  warranties  as  follows:

     5.1  Siegel  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").

     5.2  Siegel has the right, power, legal capacity  and  authority  to  enter
into and  perform  his  obligations  under  this  Agreement.

     5.3  Siegel  has  received,  read  carefully  and  is  familiar  with  this
Agreement.  With  respect  to TMI, Siegel is familiar with TMI's business, plans
and  financial  condition,  and  any  other  matters relating to TMI; Siegel has
received  all  materials  that  have  been requested by Siegel; Siegel has had a
reasonable  opportunity to ask questions of TMI and its representatives; and TMI
has  answered  all  inquiries that Siegel or his representatives have put to it.
Siegel  has had access to all additional non-confidential information necessary,
in  Siegel's judgment, to evaluate the merits and risks of an investment in TMI.
Siegel  acknowledges  that Sellers have made no representations or warranties of
any  kind  to  Siegel  regarding  TMI,  its  business,  finances  or  prospects.

     5.4  Siegel  has  such  knowledge  and  experience  in finance, securities,
investments and other business matters so as to be able to protect his interests
in connection with this transaction, and Siegel's investment in TMI hereunder is
not  material  when  compared  to  Siegel's  total  financial  capacity.

     5.5  Siegel  understands  the various risks of an investment in TMI and can
afford  to  bear  such risks, including, without limitation, the risks of losing
the  entire  investment.

     5.6  Siegel  acknowledges  that no liquid market for the Series A Preferred
Stock  currently  exists  and none may develop in the future and that Siegel may
find  it  impossible  to  liquidate  the  investment  at  a  time when it may be
desirable  to  do  so,  or  at  any  other  time.

<PAGE>
     5.7  Siegel  will acquire the Common Stock and the Series A Preferred Stock
for  Siegel'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.

     5.8  Siegel  has  been advised by Sellers that neither the Common Stock nor
the  Series  A  Preferred Stock have been registered under the Securities Act or
applicable  state  securities  law  and  that they will be sold in a transaction
exempt therefrom. Siegel acknowledges that he is familiar with the nature of the
limitations  imposed  by  the  Securities  Act  and  the  rules  and regulations
thereunder  on the transfer of the Common Stock and Series A Preferred Stock. In
particular, Siegel agrees that TMI 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  stock is registered under the Securities Act, and applicable
state  securities laws, it being understood that the Common Stock and the Series
A  Preferred  Stock  are  not  currently registered for sale and that TMI has no
obligation  or  intention  to  so  register  those  shares  or  (ii)  such sale,
assignment  or  transfer  is  otherwise  exempt  from  registration  under  the
Securities  Act and applicable state securities laws. Siegel further understands
that  an  opinion of counsel and other documents may be required to transfer the
Common  Stock  and the Series A Preferred Stock. Siegel acknowledges that Common
Stock  and the Series A Preferred Stock shall be subject to stop transfer orders
and  the  certificate  or certificates evidencing any of those shares shall bear
the  following  or  a  substantially  similar legend or such other legend as may
appear  on  the forms of common stock and preferred stock 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."

     6.     BINDING  UPON  SUCCESSORS  AND  ASSIGNS.  Subject  to,  and  unless
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otherwise provided in, this Agreement, and 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.

     7.     ENTIRE AGREEMENT.  This Agreement constitutes the entire understand-
            -----------------
ing  and  agreement  of  the  parties  hereto with respect to the subject matter
hereof  and  supersedes  all  prior  and  contemporaneous  agreements  or under-
standings,  inducements  or  conditions,  express  or  implied, written or oral,
between  the  parties  with  respect  hereto  and  thereto.

<PAGE>
     8.     COUNTERPARTS.  This  Agreement  may  be  executed  in  any number of
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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.

     9.     AMENDMENT AND WAIVERS.  Any  term or provision of this Agreement may
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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.

     10.     ATTORNEYS' FEES.  Should  suit  be  brought to enforce or interpret
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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.

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

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<PAGE>
     12.     RELIANCE BY TMI.    The parties hereto expressly authorize TMI  and
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its counsel to rely upon the representations set forth herein in connection with
the  transfer  of  the  Shares.

SELLERS:                                     SIEGEL:


/s/  W.  Michael  Sessions                   /s/ Scott Siegel
--------------------------------------       -------------------------------
TMI  Holdings,  Inc.,  by                    Scott Siegel, an individual
W. Michael Sessions, President



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



/s/  W.  Michael  Sessions
--------------------------------------
W.  Michael  Sessions,  an  individual