TMI HOLDINGS, INC.

                          2003 OMNIBUS SECURITIES PLAN
                          ----------------------------










<PAGE>

                                TABLE OF CONTENTS
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                                                                            Page
                                                                            ----

SECTION 1.  PURPOSE.                                                           1

SECTION 2.  DEFINITIONS.                                                       1

     (a)   "Award"                                                             1
     (b)   "Board  of  Directors"                                              1
     (c)   "Change  in  Control"                                               1
     (d)   "Code"                                                              1
     (e)   "Committee"                                                         1
     (f)   "Common-Law  Employee"                                              1
     (g)   "Company"                                                           2
     (h)   "Employee"                                                          2
     (i)   "Exchange  Act"                                                     2
     (j)   "Exercise  Price"                                                   2
     (k)   "Fair  Market  Value"                                               2
     (l)   "Incentive  Stock  Option"  or  "ISO"                               2
     (m)   "Nonstatutory  Option"  or  "NSO"                                   2
     (n)   "Offeree"                                                           2
     (o)   "Option"                                                            3
     (p)   "Optionee"                                                          3
     (q)   "Outside  Director"                                                 3
     (r)   "Participant"                                                       3
     (s)   "Plan"                                                              3
     (t)   "Plan  Year"                                                        3
     (u)   "Purchase  Price"                                                   3
     (v)   "Restricted  Share"                                                 3
     (w)   "Service"                                                           3
     (x)   "Share"                                                             3
     (y)   "Stock"                                                             3
     (z)   "Stock  Award  Agreement"                                           3
     (aa)  "Stock  Option  Agreement"                                          3
     (bb)  "Stock  Purchase  Agreement"                                        3
     (cc)  "Subsidiary"                                                        3
     (dd)  "Total  and  Permanent  Disability"                                 3
     (ee)  "W-2  Payroll"                                                      3

SECTION 3.  ADMINISTRATION.                                                    4

     (a)   Committee  Membership                                               4
     (b)   Committee  Procedures                                               4
     (c)   Committee  Responsibilities                                         4
     (d)   Committee  Liability                                                4
     (e)   Financial  Reports                                                  4

SECTION 4.  ELIGIBILITY.                                                       4

     (a)   General  Rule                                                       4
     (b)   Ten-Percent  Shareholders                                           4

<PAGE>

     (c)   Attribution  Rules                                                  5
     (d)   Outstanding  Stock                                                  5

SECTION 5.  STOCK  SUBJECT  TO  PLAN.                                          5

     (a)   Basic  Limitation                                                   5
     (b)   Additional  Shares                                                  5

SECTION 6.  TERMS  AND  CONDITIONS  OF  AWARDS  OR  SALES.                     5

     (a)   Stock  Purchase  Agreement                                          5
     (b)   Duration  of  Offers                                                5
     (c)   Purchase  Price                                                     5
     (d)   Payment  for  Shares                                                6
     (e)   Exercise  of  Awards  on  Termination  of  Service                  6

SECTION 7.  ADDITIONAL  TERMS  AND  CONDITIONS  OF  RESTRICTED                 6

     (a)   Form  and  Amount  of  Award                                        6
     (b)   Exercisability                                                      6
     (c)   Effect  of  Change  in  Control                                     6
     (d)   Voting  Rights                                                      7

SECTION 8.  TERMS  AND  CONDITIONS  OF  OPTIONS.                               7

     (a)   Stock  Option  Agreement                                            7
     (b)   Number  of  Shares                                                  7
     (c)   Exercise  Price                                                     7
     (d)   Exercisability                                                      7
     (e)   Effect  of  Change  in  Control                                     7
     (f)   Term                                                                7
     (g)   Exercise  of  Options  on  Termination  of  Service                 7
     (h)   Payment  of  Option  Shares                                         8
     (i)   No  Rights  as  a  Shareholder                                      8
     (j)   Modification,  Extension  and  Assumption  of  Options              8

SECTION 9.  ADJUSTMENT  OF  SHARES.                                            8
     (a)   General                                                             8
     (b)   Reorganizations                                                     9
     (c)   Reservation  of  Rights                                             9

SECTION 10.  WITHHOLDING  TAXES.                                               9
     (a)   General                                                             9
     (b)   Share  Withholding                                                  9
     (c)   Cashless  Exercise/Pledge                                           9
     (d)   Other  Forms  of  Payment                                           9

SECTION 11.  ASSIGNMENT  OR  TRANSFER  OF  AWARDS.                             9

     (a)   General                                                             9
     (b)   Trusts                                                              9

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SECTION  12.  LEGAL  REQUIREMENTS.                                            10

SECTION  13.  NO  EMPLOYMENT  RIGHTS.                                         10

SECTION  14.  DURATION  AND  AMENDMENTS.                                      10

     (a)   Term  of  the  Plan                                                10
     (b)   Right  to  Amend  or  Terminate  the  Plan                         10
     (c)   Effect  of  Amendment  or  Termination                             10

<PAGE>

                               TMI HOLDINGS, INC.
                               ------------------

                           2003 OMNIBUS SECURITES PLAN
                           ---------------------------

SECTION  1. PURPOSE.
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     The  purpose  of  the  TMI Holdings, Inc. 2003 Omnibus Securities Plan (the
"Plan") is to offer selected employees, directors and consultants an opportunity
to  acquire a proprietary interest in the success of the Company, or to increase
such interest, to encourage such selected persons to remain in the employ of the
Company, and to attract new employees with outstanding qualifications.  The Plan
seeks  to achieve this purpose by providing for Awards in the form of Restricted
Shares and Options (which may constitute Incentive Stock Options or Nonstatutory
Stock  Options)  as  well as the direct award or sale of Shares of the Company's
Common  Stock.  Awards  may  be granted under this Plan in reliance upon federal
and  state  securities  law  exemptions.

SECTION  2. DEFINITIONS.
----------- -----------

     (a)     "Award" shall  mean  any  award of  an Option,  Restricted Share or
              -----
other right under the Plan.

     (b)     "Board  of  Directors" shall  mean  the  Board of Directors of  the
              --------------------
Company, as constituted from time to time.

     (c)     "Change  in  Control"  shall  mean:
              -------------------

          (i) The consummation of a merger, consolidation, sale of the Company's
     stock, or other reorganization of the Company (other than a reincorporation
     of  the  Company),  if after giving effect to such merger, consolidation or
     other  reorganization  of  the  Company,  the  stockholders  of the Company
     immediately  prior to such merger, consolidation or other reorganization do
     not represent a majority interest of the holders of voting securities (on a
     fully  diluted  basis) with the ordinary voting power to elect directors of
     the surviving or resulting entity after such merger, consolidation or other
     reorganization;  or

          (ii) The sale of all or substantially all of the assets of the Company
     to  a  third  party  who is not an affiliate of the Company.

          (iii)  The  term  Change  in  Control  shall  not  include:  (a)  a
     transaction  the  sole  purpose  of  which  is  to  change the state of the
     Company's  incorporation,  or  (b)  the  Company's initial public offering.

     (d)     "Code" shall  mean the Internal Revenue Code  f  1986, as  amended.
              ----

     (e)     "Committee" shall  mean  a  committee  of  the  Board  of Directors
              ---------
which  is  authorized  to  administer  the  Plan  under  Section  3.

     (f)     "Common-Law  Employee" shall  mean  an  individual  paid  from  W-2
              --------------------
Payroll  of  the Company or a Subsidiary. If, during any period, the Company (or
Subsidiary,  as  applicable)  has  not  treated  an  individual  as a Common-Law
Employee  and,  for  that reason, has not paid such individual in a manner which
results  in the issuance of a Form W-2 and withheld taxes with respect to him or
her,  then  that  individual  shall not be an eligible Employee for that period,
even if any person, court of law or government agency determines, retroactively,
that  that  individual is or was a Common-Law Employee during all or any portion
of  that  period.

<PAGE>

     (g)     "Company" shall  mean  TMI  Holdings,  Inc., a Florida corporation.
              -------

     (h)     "Employee"  shall  mean  (i)  any individual  who  is  a Common-Law
              --------
Employee  of  the  Company  or  of  a  Subsidiary, (ii) a member of the Board of
Directors,  including  (without limitation) an Outside Director, or an affiliate
of  a member of the Board of Directors, (iii) a member of the board of directors
of a Subsidiary, or (iv) an independent contractor who performs services for the
Company or a Subsidiary. Service as a member of the Board of Directors, a member
of  the board of directors of a Subsidiary or an independent contractor shall be
considered employment for all purposes of the Plan except the second sentence of
Section  4(a).

     (i)     "Exchange  Act" means  the  Securities and Exchange  Act  of  1934,
              -------------
     as  amended.

     (j)     "Exercise  Price" shall  mean the amount for which one Share may be
              ---------------
     purchased  upon exercise of an Option, as specified by the Committee in the
     applicable  Stock  Option  Agreement.

     (k)     "Fair  Market Value" means the market price of  Shares,  determined
              -------------------
by the Committee as follows:

          (i) If the Shares were traded over-the-counter on the date in question
     but  were  not  traded  on  the  Nasdaq Stock Market or the Nasdaq National
     Market  System,  then  the  Fair  Market  Value  shall be equal to the mean
     between  the  last  reported representative bid and asked prices quoted for
     such date by the principal automated inter-dealer quotation system on which
     the  Shares are quoted or, if the Shares are not quoted on any such system,
     by  the  "Pink  Sheets"  published  by the National Quotation Bureau, Inc.;

          (ii)  If  the  Shares  were  traded  over-the-counter  on  the date in
     question  and were traded on the Nasdaq Stock Market or the Nasdaq National
     Market  System,  then  the  Fair  Market  Value  shall  be  equal  to  the
     last-transaction  price  quoted for such date by the Nasdaq Stock Market or
     the  Nasdaq  National  Market;

          (iii)  If  the  Shares  were traded on a stock exchange on the date in
     question,  then  the  Fair Market Value shall be equal to the closing price
     reported by the applicable composite transactions report for such date; and

          (iv)  If none of the foregoing provisions is applicable, then the Fair
     Market  Value  shall  be  determined by the Committee in good faith on such
     basis  as  it  deems  appropriate.

     In all cases, the determination of Fair Market Value by the Committee shall
be  conclusive  and  binding  on  all  persons.

     (l)     "Incentive  Stock Option" or "ISO" shall mean an employee incentive
              ------------------------------------
 stock option described in Code section 422(b).

     (m)     "Nonstatutory  Option"  or  "NSO"  shall  mean  an  employee  stock
              --------------------------------
option  that  is  not  an  ISO.

     (n)     "Offeree" shall  mean  an  individual  to  whom  the  Committee has
              -------
offered  the right to acquire Shares under the Plan (other than upon exercise of
an  Option).

<PAGE>

     (o)     "Option"shall  mean  an  Incentive  Stock  Option  or  Nonstatutory
              ------
Option  granted  under  the  Plan  and  entitling the holder to purchase Shares.

     (p)     "Optionee" shall  mean  an  individual  or  estate  who  holds   an
              --------
Option.

     (q)     "Outside  Director" shall  mean  a  member of  the Board who is not
              -----------------
a  Common-Law  Employee  of  the  Company  or  a  Subsidiary.

     (r)     "Participant" shall  mean  an  individual  or  estate  who holds an
              -----------
Award.

     (s)     "Plan"  shall  mean  this  2003  Omnibus  Securities  Plan  of  TMI
              ----
Holdings,  Inc.

     (t)     "Plan  Year  shall  mean  any  twelve (12) month period (or shorter
              ----------
period  during  the final year of this Plan) commencing May 1 during the term of
this  Plan.

     (u)     "Purchase  Price" shall mean the  consideration for which one Share
              ---------------
may  be  acquired  under  the  Plan  (other than upon exercise of an Option), as
specified  by  the  Committee.

     (v)     "Restricted  Share" shall  mean  a  Share  sold  or  granted  to an
              -----------------
eligible  Employee  which  is nontransferable and subject to substantial risk of
forfeiture  until  restrictions  lapse.

     (w)     "Service" shall  mean  service  as  an  Employee.
              -------

     (x)     "Share" shall  mean one  share  of Stock, as adjusted in accordance
              -----
with  Section  9  (if  applicable).

     (y)     "Stock" shall  mean  the  common  stock  of  the  Company.
              -----

     (z)     "Stock  Award  Agreement"  shall  mean  the  agreement  between the
              -----------------------
Company  and  the  recipient  of  a  Restricted  Share which contains the terms,
conditions  and  restrictions  pertaining  to  such  Restricted  Share.

     (aa)     "Stock  Option  Agreement"  shall  mean the agreement  between the
               ------------------------
Company  and  an  Optionee which contains the terms, conditions and restrictions
pertaining  to  his  or  her  Option.

     (bb)     "Stock  Purchase  Agreement" shall mean the agreement between  the
               --------------------------
Company  and  an  Offeree  who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.

     (cc)     "Subsidiary" means any  corporation (other  than  the  Company) in
               ----------
an  unbroken  chain  of  corporations beginning with the Company, if each of the
corporations  other  than  the last corporation in the unbroken chain owns stock
possessing  50%  or  more  of  the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the  status  of  a  Subsidiary on a date after the adoption of the Plan shall be
considered  a  Subsidiary  commencing  as  of  such  date.

     (dd)     "Total  and  Permanent  Disability" means  that  the  Optionee  is
               ---------------------------------
unable  to engage in any substantial gainful activity by reason of any medically
determinable  physical  or  mental  impairment.

<PAGE>

     (ee)     "W-2  Payroll"  means  whatever  mechanism or procedure  that  the
               ------------
Company  or  a  Subsidiary  utilizes  to pay any individual which results in the
issuance  of  Form  W-2  to  the  individual. "W-2 Payroll" does not include any
mechanism  or  procedure  which results in the issuance of any form other than a
Form  W-2  to  an individual, including, but not limited to, any Form 1099 which
may  be issued to an independent contractor, an agency employee or a consultant.
Whether  a  mechanism  or  procedure  qualifies  as  a  "W-2  Payroll"  shall be
determined  in  the  absolute  discretion  of  the  Company  (or  Subsidiary, as
applicable), and the Company or Subsidiary determination shall be conclusive and
binding  on  all  persons.

SECTION  3. ADMINISTRATION.
----------- --------------

     (a)     Committee  Membership.  The  Plan  shall  be  administered  by  the
             ---------------------
Compensation  Committee  (the  "Committee")  appointed by the Company's Board of
Directors  and  comprised  of  at  least two or more Outside Directors (although
Committee functions may be delegated to officers to the extent the awards relate
to  persons  who  are not subject to the reporting requirements of Section 16 of
the  Exchange  Act).  If no Committee has been appointed, the entire Board shall
constitute  the  Committee.

     (b)     Committee  Procedures.  The Board of Directors shall designate  one
             ---------------------
of  the members of the Committee as chairperson. The Committee may hold meetings
at  such  times  and places as it shall determine. The acts of a majority of the
Committee  members present at meetings at which a quorum exists, or acts reduced
to  or  approved in writing by all Committee members, shall be valid acts of the
Committee.

     (c)     Committee  Responsibilities.  The Committee  has  and may  exercise
             ---------------------------
such power and authority as may be necessary or appropriate for the Committee to
carry out its functions as described in the Plan. The Committee has authority in
its discretion to determine eligible Employees to whom, and the time or times at
which,  Awards  may  be  granted and the number of Shares subject to each Award.
Subject to the express provisions of the respective Award agreements (which need
not  be  identical)  and to make all other determinations necessary or advisable
for  Plan  administration,  the Committee has authority to prescribe, amend, and
rescind  rules  and  regulations  relating  to  the  Plan.  All interpretations,
determinations,  and  actions  by  the  Committee will be final, conclusive, and
binding  upon  all  persons.

     (d)     Committee  Liability.  No  member  of  the  Board  or the Committee
             --------------------
will  be  liable  for  any  action  or  determination  made in good faith by the
Committee  with  respect  to  the  Plan  or  any  Award  made  under  the  Plan.

     (e)     Financial  Reports.  To  the extent required by applicable law, and
             ------------------
not  less  often than annually, the Company shall furnish to Offerees, Optionees
and Shareholders who have received Stock under the Plan its financial statements
including  a  balance  sheet  regarding  the  Company's  financial condition and
results  of  operations,  unless  such  Offerees, Optionees or Shareholders have
duties  with the Company that assure them access to equivalent information. Such
financial  statements  need  not  be  audited.

SECTION  4. ELIGIBILITY.
----------- ----------

     (a)     General  Rule.  Only  Employees  shall  be eligible for designation
             -------------
as Participants by the Committee. In addition, only individuals who are employed
as Common-Law Employees by the Company or a Subsidiary shall be eligible for the
grant  of  ISOs.

     (b)     Ten-Percent  Shareholders.  An  Employee  who  owns  more  than ten
             -------------------------
percent  (10%)  of the total combined voting power of all classes of outstanding
stock  of  the  Company  or  any  of  its Subsidiaries shall not be eligible for
designation  as  an Offeree or Optionee unless (i) the Exercise Price for an ISO
(and a NSO to the extent required by applicable law) is at least one hundred ten
percent (110%) of the Fair Market Value of a Share on the date of grant, (ii) if
required by applicable law, the Purchase Price of Shares is at least one hundred
percent  (100%)  of  the  Fair Market Value of a Share on the date of grant, and
(iii)  in the case of an ISO, such ISO by its terms is not exercisable after the
expiration  of  five  years  from  the  date  of  grant.

<PAGE>

     (c)     Attribution  Rules.  For  purposes  of  Subsection  (b)  above,  in
             ------------------
determining stock ownership, an Employee shall be deemed to own the stock owned,
directly  or  indirectly, by or for his brothers, sisters, spouse, ancestors and
lineal  descendants.  Stock  owned,  directly  or  indirectly,  by  or  for  a
corporation,  partnership,  estate  or  trust  shall  be  deemed  to  be  owned
proportionately  by  or  for  its shareholders, partners or beneficiaries. Stock
with  respect  to  which  such  Employee  holds  an Option shall not be counted.

     (d)     Outstanding   Stock.  For   purposes   of   Subsection  (b)  above,
             ------------------
"outstanding  stock"  shall  include  all  stock actually issued and outstanding
immediately  after  the  grant.  "Outstanding  Stock"  shall  not include shares
authorized for issuance under outstanding Options held by the Employee or by any
other  person.

SECTION  5.  STOCK  SUBJECT  TO  PLAN.
-------------------------------------

     (a)     Basic  Limitation.   Shares  offered   under   the  Plan  shall  be
             -----------------
authorized  but unissued Shares. Subject to Sections 5(b) and 9 of the Plan, the
aggregate  number  of  Shares which may be issued or transferred as common stock
pursuant  to  an  Award  under  the  Plan  shall  not  exceed  140,000.

     In  any  event,  the  number of Shares which are subject to Awards or other
rights  outstanding  at  any  time under the Plan shall not exceed the number of
Shares  which  then  remain  available for issuance under the Plan. The Company,
during  the  term  of  the  Plan,  shall at all times reserve and keep available
sufficient  Shares  to  satisfy  the  requirements  of  the  Plan.

     (b)     Additional  Shares.  In  the  event  that  any  outstanding  Option
             ------------------
or  other  right  for any reason expires or is canceled or otherwise terminated,
the  Shares  allocable  to the unexercised portion of such Option or other right
shall  again be available for the purposes of the Plan. If a Restricted Share is
forfeited  before  any  dividends have been paid with respect to such Restricted
Share,  then  such Restricted Share shall again become available for award under
the  Plan.

SECTION  6. TERMS  AND  CONDITIONS  OF  AWARDS  OR  SALES.
----------- ---------------------------------------------

     (a)     Stock  Purchase Agreement.  Each  award or sale of Shares under the
             -------------------------
Plan  (other  than  upon  exercise  of  an Option) shall be evidenced by a Stock
Purchase Agreement between the Offeree and the Company. Such award or sale shall
be subject to all applicable terms and conditions of the Plan and may be subject
to  any  other terms and conditions which are not inconsistent with the Plan and
which  the  Committee  deems  appropriate  for  inclusion  in  a  Stock Purchase
Agreement.  The provisions of the various Stock Purchase Agreements entered into
under  the  Plan  need  not  be  identical.

     (b)     Duration  of  Offers.  Any  right  to acquire Shares under the Plan
             --------------------
(other  than  an  Option)  shall  automatically  expire  if not exercised by the
Offeree  within  thirty (30) days after the grant of such right was communicated
to  the  Offeree  by  the  Committee.

     (c)     Purchase  Price.  Unless otherwise permitted by applicable law, the
             ---------------
Purchase  Price  of  Shares  to be offered under the Plan shall not be less than
eighty-five  percent  (85%)  of  the Fair Market Value of a Share on the date of
grant (100% for 10% shareholders), except as otherwise provided in Section 4(b).
Subject to the preceding sentence, the Purchase Price shall be determined by the
Committee  in its sole discretion. The Purchase Price shall be payable in a form
described  in  Subsection  (d)  below.

<PAGE>

     (d)     Payment  for  Shares.  The entire Purchase Price of  Shares  issued
             --------------------
under  the Plan shall be payable in lawful money of the United States of America
at  the  time  when  such  Shares  are  purchased,  except  as  provided  below:

          (i) Surrender of Stock. To the extent that a Stock Option Agreement so
              ------------------
     provides, payment may be made all or in part with Shares which have already
     been owned by the Optionee or Optionee's representative for any time period
     specified by the Committee and which are surrendered to the Company in good
     form  for  transfer. Such shares shall be valued at their Fair Market Value
     on  the  date  when  the  new  Shares  are  purchased  under  the  Plan.

          (ii)  Promissory Notes. To the extent that a Stock Option Agreement or
                ----------------
     Stock  Purchase  Agreement  so provides, payment may be made all or in part
     with  a  full recourse promissory note executed by the Optionee or Offeree.
     The  interest  rate  and  other  terms and conditions of such note shall be
     determined by the Committee. The Committee may require that the Optionee or
     Offeree pledge his or her Shares to the Company for the purpose of securing
     the  payment  of  such  note.  In  no  event shall the stock certificate(s)
     representing  such Shares be released to the Optionee or Offeree until such
     note  is  paid  in  full.

          (iii)  Cashless  Exercise. To the extent that a Stock Option Agreement
                 ------------------
     so  provides and a public market for the Shares exists, payment may be made
     all  or  in  part by delivery (on a form prescribed by the Committee) of an
     irrevocable  direction to a securities broker to sell shares and to deliver
     all or part of the sale proceeds to the Company in payment of the aggregate
     Exercise  Price.

          (iv)  Other  Forms  of  Payment.  To  the extent provided in the Stock
         -------------------------
     Option  Agreement, payment may be made in any other form that is consistent
     with  applicable  laws,  regulations  and  rules.

     (e)     Exercise  of  Awards on  Termination of Service.  Each  Stock Award
             -----------------------------------------------
Agreement shall set forth the extent to which the recipient shall have the right
to  exercise the Award following termination of the recipient's Service with the
Company  and  its  Subsidiaries. Such provisions shall be determined in the sole
discretion  of  the  Committee,  need not be uniform among all the Awards issued
pursuant  to  the  Plan,  and  may reflect distinctions based on the reasons for
termination  of  employment.

SECTION  7. ADDITIONAL  TERMS  AND  CONDITIONS  OF  RESTRICTED  SHARES.
----------- -----------------------------------------------------------

     (a)     Form  and  Amount  of  Award..  Each  Stock Award  Agreement  shall
             ----------------------------
specify  the  number  of Shares that are subject to the Award. Restricted Shares
may  be  awarded in combination with NSOs and such an Award may provide that the
Restricted  Shares  will  be  forfeited  in  the event that the related NSOs are
exercised.

     (b)     Exercisability.  Each  Stock  Award  Agreement  shall  specify  the
             --------------
conditions  upon  which  Restricted  Shares  shall  become vested, in full or in
installments.  To  the extent required by applicable law, each Stock Award shall
become exercisable no less rapidly than the rate of 20% per year for each of the
first  five years from the date of grant. Subject to the preceding sentence, the
exercisability  of  any  Stock Award shall be determined by the Committee in its
sole  discretion.

     (c)     Effect  of  Change  in  Control.  The  Committee  may  determine at
             -------------------------------
the  time  of  making an Award or thereafter, that such Award shall become fully
vested,  in  whole or in part, in the event that a Change in Control occurs with
respect  to  the  Company.

<PAGE>

     (d)     Voting  Rights.  Holders  of  Restricted  Shares  awarded under the
             --------------
Plan  shall  have  the  same  voting, dividend and other rights as the Company's
other  stockholders.  A  Stock  Award  Agreement,  however, may require that the
holders  invested  any  cash dividends received in additional Restricted Shares.
Such  additional  Restricted  Shares shall be subject to the same conditions and
restrictions  as  the  Award with respect to which the dividends were paid. Such
additional  Restricted  Shares  shall  not reduce the number of Shares available
under  Section  5.

SECTION  8. TERMS  AND  CONDITIONS  OF  OPTIONS.
----------- -----------------------------------

     (a)     Stock  Option  Agreement.  Each  grant  of an Option under the Plan
             ------------------------
shall  be  evidenced  by  a  Stock Option Agreement between the Optionee and the
Company.  Such Option shall be subject to all applicable terms and conditions of
the  Plan  and  may  be  subject to any other terms and conditions which are not
inconsistent  with  the  Plan  and  which  the  Committee  deems appropriate for
inclusion  in  a  Stock  Option  Agreement.  The provisions of the various Stock
Option  Agreements  entered  into  under  the  Plan  need  not  be  identical.

     (b)     Number  of  Shares.  Each  Stock  Option  Agreement  shall  specify
             ------------------
the  number  of  Shares that are subject to the Option and shall provide for the
adjustment  of  such  number  in  accordance  with  Section  9. The Stock Option
Agreement  shall  also  specify  whether  the Option is an ISO or a Nonstatutory
Option.

     (c)     Exercise  Price.  Each  Stock  Option Agreement shall  specify  the
             ---------------
Exercise  Price. The Exercise Price of an ISO shall not be less than one hundred
percent  (100%) of the Fair Market Value of a Share on the date of grant, except
as  otherwise provided in Section 4(b). To the extent required by applicable law
and  except  as  otherwise  provided  in  Section  4(b), the Exercise Price of a
Nonstatutory Option shall not be less than eighty-five percent (85%) of the Fair
Market  Value  of  a  Share  on  the date of grant. Subject to the preceding two
sentences,  the  Exercise  Price  under  any  Option  shall be determined by the
Committee  in its sole discretion. The Exercise Price shall be payable in a form
described  in  Subsection  (h)  below.

     (d)     Exercisability.  Each  Stock  Option  Agreement  shall  specify the
             --------------
date  when all or any installment of the Option is to become exercisable. To the
extent  required  by  applicable law, an Option shall become exercisable no less
rapidly  than the rate of 20% per year for each of the first five years from the
date  of  grant.  Subject  to  the preceding sentence, the exercisability of any
Option  shall  be  determined  by  the  Committee  in  its  sole  discretion.

     (e)     Effect  of Change in  Control.  The Committee may determine, at the
             -----------------------------
time  of  granting  an Option or thereafter, that such Option shall become fully
exercisable  as  to all Shares subject to such Option in the event that a Change
in  Control  occurs  with  respect  to  the  Company.

     (f)     Term.  The  Stock  Option  Agreement shall specify the term of  the
             ----
Option. The term shall not exceed ten (10) years from the date of grant (or five
(5)  years  for  ten  percent  (10%)  shareholders as provided in Section 4(b)).
Subject  to  the  preceding sentence, the Committee at its sole discretion shall
determine  when  an  Option  is  to  expire.

     (g)     Exercise  of  Options  on  Termination  of  Service.   Each  Option
             ---------------------------------------------------
shall  set  forth  the  extent  to  which  the  Optionee shall have the right to
exercise  the  Option  following  termination of the Optionee's Service with the
Company  and  its  Subsidiaries. Such provisions shall be determined in the sole
discretion  of  the  Committee,  need  not  be  uniform among all Options issued
pursuant  to  the  Plan,  and  may reflect distinctions based on the reasons for
termination of employment. Notwithstanding the foregoing, to the extent required
by  applicable  law,  each Option shall provide that the Optionee shall have the
right  to  exercise  the vested portion of any Option held at termination for at
least  sixty (60) days following termination of Service with the Company for any
reason, and that the Optionee shall have the right to exercise the Option for at
least  six  (6)  months  if  the  Optionee's  Service terminates due to death or
Disability.

<PAGE>

     (h)     Payment  of  Option  Shares.  The entire  Exercise  Price of Shares
             ---------------------------
issued  under  the Plan shall be payable in lawful money of the United States of
America  at  the  time when such Shares are purchased, except as provided below:

          (i) Surrender of Stock. To the extent that a Stock Option Agreement so
              ------------------
     provides, payment may be made all or in part with Shares which have already
     been owned by the Optionee or Optionee's representative for any time period
     specified by the Committee and which are surrendered to the Company in good
     form  for  transfer. Such shares shall be valued at their Fair Market Value
     on  the  date  when  the  new  Shares  are  purchased  under  the  Plan.

          (ii)  Promissory Notes. To the extent that a Stock Option Agreement or
                ----------------
     Stock  Purchase  Agreement  so provides, payment may be made all or in part
     with  a  full recourse promissory note executed by the Optionee or Offeree.
     The  interest  rate  and  other  terms and conditions of such note shall be
     determined by the Committee. The Committee may require that the Optionee or
     Offeree pledge his or her Shares to the Company for the purpose of securing
     the  payment  of  such  note.  In  no  event shall the stock certificate(s)
     representing  such Shares be released to the Optionee or Offeree until such
     note  is  paid  in  full.

          (iii)  Cashless  Exercise. To the extent that a Stock Option Agreement
                 ------------------
     so  provides and a public market for the Shares exists, payment may be made
     all  or  in  part by delivery (on a form prescribed by the Committee) of an
     irrevocable  direction to a securities broker to sell shares and to deliver
     all or part of the sale proceeds to the Company in payment of the aggregate
     Exercise  Price.

          (iv)  Other  Forms  of  Payment.  To  the extent provided in the Stock
                -------------------------
     Option  Agreement, payment may be made in any other form that is consistent
     with  applicable  laws,  regulations  and  rules.

     (i)     Modification,  Extension  and  Assumption  of  Options. Within  the
             ------------------------------------------------------
limitations  of the Plan, the Committee may modify, extend or assume outstanding
Options  or  may accept the cancellation of outstanding Options (whether granted
by the Company or another issuer) in return for the grant of new Options for the
same  or  a  different  number of Shares and at the same or a different Exercise
Price  or  for  other  consideration.

SECTION  9.ADJUSTMENT  OF  SHARES.
---------------------------------

     (a)     General.  In  the  event of a subdivision of the outstanding Stock,
             -------
 a declaration of a
dividend  payable  in  Shares, a combination or consolidation of the outstanding
Stock  into a lesser number of Shares, a recapitalization, a reclassification or
a  similar occurrence, the Committee shall make appropriate adjustments, subject
to  the  limitations set forth in Section 9(c), in one or more of (i) the number
of Shares available for future Awards under Section 5, (ii) the number of Shares
covered  by  each outstanding Option or Purchase Agreement or (iii) the Exercise
Price  or  Purchase  Price  under  each  outstanding  Option  or  Stock Purchase
Agreement.

<PAGE>

     (b)     Reorganizations.  In  the  event  that  the  Company  is a party to
             ---------------
a  merger  or  reorganization,  outstanding  Options  shall  be  subject  to the
agreement  of  merger  or reorganization, provided however, that the limitations
set  forth  in  Section  9(c)  shall  apply.

     (c)     Reservation  of  Rights.  Except as provided in this  Section 9, an
             -----------------------
Optionee  or an Offeree shall have no rights by reason of (i) any subdivision or
consolidation  of shares of stock of any class, (ii) the payment of any dividend
or  (iii) any other increase or decrease in the number of shares of stock of any
class.  Any  issue by the Company of shares of stock of any class, or securities
convertible  into  shares  of  stock  of  any  class,  shall  not affect, and no
adjustment by reason thereof shall be made with respect to, the number, Exercise
Price  or  Purchase  Agreement  of Shares subject to an Option or Stock Purchase
Agreement.  The  grant  of an Award pursuant to the Plan shall not affect in any
way  the  right  or power of the Company to make adjustments, reclassifications,
reorganizations  or  changes  of  its capital or business structure, to merge or
consolidate  or  to dissolve, liquidate, sell or transfer all or any part of its
business  or  assets.

SECTION  10. WITHHOLDING  TAXES.
------------ ------------------

     (a)     General.  To  the  extent  required  by  applicable federal, state,
             -------
local  or  foreign  law,  a  Participant  or  his  or  her  successor shall make
arrangements  satisfactory  to  the  Committee  for  the  satisfaction  of  any
withholding  tax obligations that arise in connection with the Plan. The Company
shall  not  be  required  to issue any Shares or make any cash payment under the
Plan  until  such  obligations  are  satisfied.

     (b)     Share  Withholding.  The  Committee  may  permit  a  Participant to
             ------------------
satisfy  all  or  part  of  his  or her withholding or income tax obligations by
having  the Company withhold all or a portion of any Shares that otherwise would
be  issued  to him or her or by surrendering all or a portion of any Shares that
he  or she previously acquired. Such Shares shall be valued at their Fair Market
Value on the date when taxes otherwise would be withheld in cash. Any payment of
taxes  by  assigning  Shares  to  the  Company  may  be subject to restrictions,
including  any restrictions required by rules of any federal or state regulatory
body  or  other  authority.

     (c)     Cashless  Exercise/Pledge.   The  Committee  may  provide  that  if
             -------------------------
Company  Shares are publicly traded at the time of exercise, arrangements may be
made  to  meet  the  Optionee's  withholding  obligation by cashless exercise or
pledge.

     (d)     Other  Forms  of  Payment.  The Committee  may  permit  such  other
             -------------------------
means  of  tax  withholding  as  it  deems  appropriate.

SECTION  11. ASSIGNMENT  OR  TRANSFER  OF  AWARDS.
------------ ------------------------------------

     (a)     General.  An Award granted under the Plan shall not be anticipated,
             -------
assigned,  attached,  garnished,  optioned,  transferred  or made subject to any
creditor's  process,  whether voluntarily, involuntarily or by operation of law,
except as approved by the Committee. Notwithstanding the foregoing, ISOs may not
be  transferable. Also notwithstanding the foregoing, Offerees and Optionees may
not  transfer  their rights hereunder except by will, beneficiary designation or
the  laws  of  descent  and  distribution.

     (b)     Trusts.  Neither  this Section 11 nor  any other provision  of  the
             ------
Plan  shall  preclude  a  Participant  from transferring or assigning Restricted
Shares  to  (a)  the  trustee  of  a trust that is revocable by such Participant
alone,  both  at  the  time  of  the  transfer  or  assignment  and at all times
thereafter  prior  to  such Participant's death, or (b) the trustee of any other
trust  to  the  extent  approved  by  the  Committee  in  writing. A transfer or
assignment  of Restricted Shares from such trustee to any other person than such
Participant  shall  be  permitted  only to the extent approved in advance by the
Committee  in  writing,  and  Restricted  Shares  held  by such trustee shall be
subject  to all the conditions and restrictions set forth in the Plan and in the
applicable  Stock  Award  Agreement,  as  if  such  trustee were a party to such
Agreement.

<PAGE>

SECTION  12.  LEGAL  REQUIREMENTS.
------------  ------------------

     Shares  shall not be issued under the Plan unless the issuance and delivery
of  such Shares complies with (or is exempt from) all applicable requirements of
law,  including (without limitation) the Securities Act of 1933, as amended, the
rules  and  regulations  promulgated  thereunder,  state  securities  laws  and
regulations,  and  the  regulations of any stock exchange on which the Company's
securities  may  then  be  listed.

SECTION  13.  NO  EMPLOYMENT  RIGHTS.
------------  ----------------------

     No  provision  of the Plan, nor any right or Option granted under the Plan,
shall  be construed to give any person any right to become, to be treated as, or
to  remain  an  Employee.  The Company and its Subsidiaries reserve the right to
terminate  any  person's  Service  at  any  time  and  for  any  reason.

SECTION  14.  DURATION  AND  AMENDMENTS.
------------  -------------------------

     (a)     Term  of  the  Plan.  The  Plan,  as  set   forth   herein,   shall
             -------------------
become  effective on the date of its adoption by the Board of Directors, subject
to  the  approval  of  the  Company's  shareholders.  In  the  event  that  the
shareholders  fail  to  approve  the  Plan  within  twelve (12) months after its
adoption  by  the  Board of Directors, any grants already made shall be null and
void,  and  no  additional  grants shall be made after such date. The Plan shall
terminate  automatically  ten  (10)  years  after  its  adoption by the Board of
Directors  and  may be terminated on any earlier date pursuant to Subsection (b)
below.

     (b)     Right  to  Amend  or  Terminate the  Plan.  The  Board of Directors
             ------------------------------------------
may  amend  the  Plan  at any time and from time to time. Rights and obligations
under  any  right  or  Option  granted before amendment of the Plan shall not be
materially  altered,  or  impaired  adversely,  by  such  amendment, except with
consent  of  the person to whom the right or Option was granted. An amendment of
the  Plan shall be subject to the approval of the Company's shareholders only to
the extent required by applicable laws, regulations or rules including the rules
of  any  applicable  exchange.

     (c)     Effect  of  Amendment  or Termination.  No  Shares shall  be issued
             --------------------------------------
or sold under the Plan after the termination thereof, except upon exercise of an
Option  granted  prior  to such termination. The termination of the Plan, or any
amendment  thereof,  shall not affect any Shares previously issued or any Option
previously  granted  under  the  Plan.


[END  OF  PLAN]

<PAGE>

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  REGISTRATION  AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED.

                               TMI HOLDINGS, INC.
                          2003 OMNIBUS SECURITIES PLAN

                        INCENTIVE STOCK OPTION AGREEMENT

     TMI  Holdings,  Inc.  (the  "Company"), hereby grants an Option to purchase
shares  of  its  common stock ("Shares") to the Optionee named below.  The terms
and  conditions  of  the  Option  are  set  forth  in  this  cover sheet, in the
attachment  and  in  the  Company's  2003  Omnibus Securities Plan (the "Plan").

Date  of  Grant: ________________________________

Name  of  Optionee: _______________________________________

Optionee's  Social  Security  Number: _____________________

Number  of  Shares  Covered  by  Option: __________________

Exercise  Price  per  Share:  $__________________
[must  be  at  least  100%  fair  market  value  on  Date  of  Grant]

Vesting  Start  Date: ___________________________

___     Check  here  if  Optionee is a 10% owner (so that exercise price must be
110%  of  fair  market  value  and  term  will  not  exceed  5  years).

        BY  SIGNING  THIS  COVER  SHEET,  YOU  AGREE  TO  ALL OF THE TERMS AND
        CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY
        OF  WHICH  IS  ALSO  ATTACHED.

Optionee:   __________________________________________
                 (Signature)

Company:   ___________________________________________
                 (Signature)
          Title:

<PAGE>

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  REGISTRATION  AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED.

                               TMI HOLDINGS, INC.
                          2003 OMNIBUS SECURITIES PLAN

                        INCENTIVE STOCK OPTION AGREEMENT


INCENTIVE  STOCK     This  Option  is  intended to be an  incentive stock option
OPTION               under  section  422 of the Internal Revenue Code  and  will
                     be  interpreted  accordingly.

VESTING              No  Shares  will  vest  until you have  performed _________
                    (____)  months  of  Service  from  the  commencement of your
                    employment  with  the  Company. Your Option shall vest as to
                    --------  of  the  Shares  on the date _______ (____) months
                    from  the  Vesting  Start  Date as shown on the cover sheet.
                    Thereafter,  Shares shall vest at the rate of _______ of the
                    Shares  at  the end of each full month thereafter. After you
                    have  completed  _________  (____)  months  of  Service, the
                    number  of  Shares  which  vest  under  this  Option  at the
                    Exercise  Price  shall be equal to the product of the number
                    of  full  months  of  your  continuous  employment  with the
                    Company  ("Service")  (including  any  approved  leaves  of
                    absence)  from  the  Vesting  Start Date times the number of
                    Shares  covered by this Option times ________. The resulting
                    number  of  Shares  will  be  rounded  to  the nearest whole
                    number.  No  additional  Shares will vest after your Service
                    has  terminated  for  any  reason.

                    You  should  note  that you may exercise the Option prior to
                    vesting. In that case, the Company has a right to repurchase
                    the  unvested  shares  at the original exercise price if you
                    terminate  employment  before  vesting  in  all  shares  you
                    purchased.  Also, if you exercise before vesting, you should
                    consider  making  an 83(b) election. Please see the attached
                    Tax  Summary.  The 83(b) election  must be  filed  within 30
                                   ---------------------------------------------
                    days  of  the  date  you  exercise.
                    ----------------------------------

TERM                Your  Option  will  expire  in  any  event  at the close  of
                    business at Company headquarters on the day before the tenth
                    anniversary  (fifth anniversary for a 10% owner) of the Date
                    of  Grant,  as  shown  on  the  cover sheet. (It will expire
                    earlier  if  your  Service  terminates, as described below.)

<PAGE>

REGULAR             If your Service  terminates  for  any reason  except  death,
TERMINATION         Disability  or  for "Cause," your Option will expire  at the
                    close  of  business  at Company headquarters on the 30th day
                    after  your termination date. During that 30-day period, you
                    may  exercise that portion of your Option that was vested on
                    your  termination  date.

DEATH               If  you die while in Service with the Company, your  Option
                    will expire at the close of business at Company headquarters
                    on  the date six months after the date of death. During that
                    six-month  period,  your  estate  or heirs may exercise that
                    portion of your Option that was vested on the date of death.

DISABILITY          If  your Service terminates because of your Disability, your
                    Option  will  expire  at  the  close  of business at Company
                    headquarters  on  the date six months after your termination
                    date. (However, if your Disability is not expected to result
                    in  death  or to last for a continuous period of at least 12
                    months,  your  Option will be eligible for ISO tax treatment
                    only  if  it  is exercised within three months following the
                    termination  of your Service.) During that six-month period,
                    you may exercise that portion of your Option that was vested
                    on  the  date  of  your  Disability.

                    "Disability"  means  that  you  are   unable  to  engage  in
                    any  substantial gainful activity by reason of any medically
                    determinable  physical  or  mental  impairment.

LEAVES OF ABSENCE   For   purposes  of  this   Option,  your  Service  does  not
                    terminate  when  you go on a bona fide leave of absence that
                    was  approved by the Company in writing, if the terms of the
                    leave  provide  for  continued  service  crediting,  or when
                    continued  service  crediting is required by applicable law.
                    However, your Service will be treated as terminating 30 days
                    after  you  went  on  leave,  unless your right to return to
                    active  work  is  guaranteed  by  law or by a contract. Your
                    Service terminates in any event when the approved leave ends
                    unless  you  immediately  return to active work. The Company
                    determines  which  leaves  count  for this purpose, and when
                    your Service terminates for all purposes under the Plan. The
                    Company also determines the extent to which you may exercise
                    the vested portion of your Option during a leave of absence.

NOTICE OF EXERCISE  When  you  wish to  exercise  this  Option, you must execute
                    Exhibit  A  (and,  if exercise is prior to vesting, you must
                    ----------
                    also  execute  Exhibits  B and  D).  Your exercise  will  be
                                   ------------------
                    effective  when  it is received by the Company. If  someone
                    else  wants  to  exercise this Option after your death, that
                    person  must  prove to the Company's satisfaction that he or
                    she  is  entitled  to  do  so.

FORM  OF  PAYMENT   When  you  submit Exhibit A, you must include payment of the
                                      ---------
                    Exercise  Price  for  the Shares you are purchasing. Payment
                    may be made in one (or a combination) of the following forms
                    at  the  discretion  of  the  committee:

<PAGE>

                    -   Your personal check, a cashier's check or a money order.

                    -   Shares  which  you  have owned for six months  and which
                        are  surrendered  to  the  Company.  The  value  of  the
                        Shares,  determined  as  of  the  effective date of  the
                        Option exercise, will be applied to the Exercise Price.

                    -   To the extent that a public market for the Shares exists
                        as  determined  by  the Company, by  delivery (on a form
                        prescribed  by  the   Committee)   of   an   irrevocable
                        direction  to  a securities broker to sell Shares and to
                        deliver all  or part of the sale proceeds to the Company
                        in  payment  of  the  aggregate  Exercise  Price.

                    -   Any  other  form of legal consideration approved by  the
                        Committee.

WITHHOLDING TAXES   You will not be allowed to exercise this  Option  unless you
                    make acceptable arrangements to pay any withholding or other
                    taxes  that may be due as a result of the Option exercise or
                    the  sale  of  Shares acquired upon exercise of this Option.

RESTRICTIONS ON     By  signing  this  Agreement, you agree not to exercise this
RESALE              Option or sell any Shares  acquired  upon  exercise of this
                    Option  at  a  time  when  applicable  laws,  regulations or
                    Company or underwriter trading policies prohibit exercise or
                    sale.  In  particular,  the  Company shall have the right to
                    designate  one  or more periods of time, each of which shall
                    not  exceed  180  days  in  length, during which this Option
                    shall  not  be exercisable if the Company determines (in its
                    sole  discretion)  that such limitation on exercise could in
                    any  way  facilitate  a  lessening  of  any  restriction  on
                    transfer  pursuant  to  the  Securities  Act  or  any  state
                    securities  laws  with respect to any issuance of securities
                    by the Company, facilitate the registration or qualification
                    of any securities by the Company under the Securities Act or
                    any  state  securities laws, or facilitate the perfection of
                    any   exemption  from  the  registration  or   qualification
                    requirements  of  the Securities Act or any applicable state
                    securities  laws  for  the  issuance   or  transfer  of  any
                    securities.  Such limitation on exercise shall not alter the
                    vesting  schedule  set forth in this Agreement other than to
                    limit  the  periods  during  which  this  Option  shall   be
                    exercisable.

                    Furthermore,  in respect of any underwritten public offering
                    by  the  Company,  you  agree  that  you  will  not  sell or
                    otherwise  transfer or dispose of any Shares covered by this
                    Option  during  a reasonable and customary period of time as
                    agreed to by the Company and the underwriters, not to exceed
                    the  greater of (a) 180 days following the effective date of
                    the  registration  statement  of the Company filed under the
                    Securities  Act  in  respect  of  such offering and (b) such
                    other  period  of time as agreed to by holders of a majority
                    of  the  then  outstanding Shares. By signing this Agreement
                    you  agree  to  execute and deliver such other agreements as
                    may  be  reasonably  requested   by   the  Company   or  the
                    underwriter which are consistent with the foregoing or which
                    are  necessary  to  give further effect thereto. The Company
                    may  impose  stop-transfer  instructions with respect to the
                    Shares subject to the foregoing restriction until the end of
                    such  period.

<PAGE>

                    If  the  sale of Shares under the  Plan  is  not  registered
                    under   the  Securities  Act  of  1933,   as  amended   (the
                    "Securities  Act"),  but  an  exemption  is  available which
                    requires  an  investment  or other representation, you shall
                    represent  and agree at the time of exercise that the Shares
                    being  acquired  upon  exercise  of  this  Option  are being
                    acquired  for investment, and not with a view to the sale or
                    distribution   thereof,   and    shall   make   such   other
                    representations  as  are  deemed necessary or appropriate by
                    the  Company  and  its  counsel.

The Company's       In  the  event that you propose to sell, pledge or otherwise
Right of First      transfer to a third  party  any  Shares acquired under  this
Refusal             Agreement, or any interest in such Shares, the Company shall
                    have  the  "Right of First Refusal" with respect to all (and
                    not less than all) of such Shares. If you desire to transfer
                    Shares  acquired  under  this  Agreement,  you  must  give a
                    written  "Transfer  Notice"  to the Company describing fully
                    the  proposed  transfer,  including  the  number  of  Shares
                    proposed  to be transferred, the proposed transfer price and
                    the  name  and  address  of  the  proposed  transferee.  The
                    Transfer  Notice  shall  be  signed  both  by you and by the
                    proposed transferee and must constitute a binding commitment
                    of  both  parties  to  the  transfer  of  the  Shares.

                    The  Company  and  its  assignees  shall  have  the right to
                    purchase  all,  and  not less than all, of the Shares on the
                    terms described in the Transfer Notice (subject, however, to
                    any change in such terms permitted in the next paragraph) by
                    delivery  of  a  Notice  of  Exercise  of the Right of First
                    Refusal  within  30  days  after  the date when the Transfer
                    Notice  was  received  by  the Company. The Company's rights
                    under  this  Subsection shall be freely assignable, in whole
                    or  in  part.

                    If  the Company fails to exercise its Right of First Refusal
                    within  30 days after the date when it received the Transfer
                    Notice, you may, not later than 60 days following receipt of
                    the  Transfer  Notice by the Company, conclude a transfer of
                    the  Shares  subject to the Transfer Notice on the terms and
                    conditions  described  in  the Transfer Notice. Any proposed
                    transfer  on  terms  and  conditions  different  from  those
                    described  in the Transfer Notice, as well as any subsequent
                    proposed  transfer  by  you,  shall  again be subject to the
                    Right of First Refusal and shall require compliance with the
                    procedure  described  in the paragraph above. If the Company
                    exercises  its  Right  of First Refusal, you and the Company
                    (or  its  assignees) shall consummate the sale of the Shares
                    on  the  terms  set  forth  in  the  Transfer  Notice.

<PAGE>

                    The  Company's  Right  of First Refusal shall terminate upon
                    the  Company's  initial  public  offering.

                    The  Company's  Right  of  First  Refusal shall inure to the
                    benefit  of  its successors and assigns and shall be binding
                    upon  any  transferee  of  the  Shares.

RIGHT OF            Following  termination  of  your  Service  for  any  reason,
REPURCHASE          the Company shall have the right to purchase  all  of  those
                    vested  Shares  that  you  have  or  will acquire under this
                    Option  (unvested  Shares  which  have  been  exercised  are
                    subject  to  a Repurchase Option set forth in Exhibit A). If
                                                                  ---------
                    the  Company fails to provide you with written notice of its
                    intention  to  purchase such Shares before or within 30 days
                    of  the date the Company receives written notice from you of
                    your termination of Service, the Company's right to purchase
                    such  Shares  shall  terminate. If the Company exercises its
                    right  to  purchase such Shares, the Company will consummate
                    the  purchase  of  such Shares within 60 days of the date of
                    its written notice to you. The purchase price for any Shares
                    repurchased  shall be the higher of the fair market value of
                    the Shares on the date of purchase or the aggregate Exercise
                    Price  for  such  Shares  and  shall  be  paid  in cash. The
                    Company's  right  of repurchase shall terminate in the event
                    that  Stock is listed on an established stock exchange or is
                    quoted  regularly  on  the  Nasdaq National Market. The fair
                    market  value  shall be determined by the Board of Directors
                    in  its  sole  discretion.

TRANSFER OF OPTION  Prior  to  your  death,  only you  may exercise this Option.
                    You cannot transfer or assign this Option. For instance, you
                    may  not  sell this Option or use it as security for a loan.
                    If  you  attempt to do any of these things, this Option will
                    immediately  become  invalid.  You  may, however, dispose of
                    this  Option  in  your  will.

                    Regardless of any marital property settlement agreement, the
                    Company  is not obligated to honor a Notice of Exercise from
                    your  spouse  or former spouse, nor is the Company obligated
                    to  recognize  such  individual's interest in your Option in
                    any  other  way.

RETENTION  RIGHTS   This  Agreement does not  give  you the right to be retained
                    by  the  Company  in  any capacity. The Company reserves the
                    right  to  terminate  your  Service  at any time and for any
                    reason.

SHAREHOLDER RIGHTS  Neither you, nor your estate  or  heirs, have  any rights as
                    a  shareholder  of  the  Company until a certificate for the
                    Shares  acquired  upon  exercise  of  this  Option  has been
                    issued.  No  adjustments  are  made  for  dividends or other
                    rights  if  the  applicable  record  date occurs before your
                    stock  certificate  is  issued,  except  as described in the
                    Plan.

ADJUSTMENTS         In  the  event  of  a  stock  split,  a  stock dividend or a
                    similar  change in the Company's Stock, the number of Shares
                    covered  by this Option and the Exercise Price per share may
                    be  adjusted  pursuant  to  the  Plan.  Your Option shall be
                    subject to the terms of the agreement of merger, liquidation
                    or  reorganization  in  the  event the Company is subject to
                    such  corporate  activity.

<PAGE>

LEGENDS             All   certificates  representing  the  Shares  issued   upon
                    exercise  of  this  Option  shall,  where  applicable,  have
                    endorsed  thereon  the  following  legends:

                    "THE  SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
                    TO  CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE
                    SUCH  SHARES  SET  FORTH IN AN AGREEMENT BETWEEN THE COMPANY
                    AND  THE  REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN
                    INTEREST.   SUCH    AGREEMENT   IMPOSES   CERTAIN   TRANSFER
                    RESTRICTIONS  AND  GRANTS  CERTAIN  REPURCHASE RIGHTS TO THE
                    COMPANY (OR ITS ASSIGNS) UPON THE SALE OF THE SHARES OR UPON
                    TERMINATION  OF  SERVICE  WITH  THE  COMPANY. A COPY OF SUCH
                    AGREEMENT  IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY
                    AND  WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY
                    OF  THE  COMPANY BY THE HOLDER OF SHARES REPRESENTED BY THIS
                    CERTIFICATE.

                    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                    REGISTERED  UNDER  THE  SECURITIES   ACT  OF  1933,  OR  THE
                    SECURITIES  LAWS  OF  ANY STATE, AND MAY BE OFFERED AND SOLD
                    ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
                    PROVISIONS  OF  FEDERAL  AND STATE SECURITIES LAWS OR IF THE
                    COMPANY  IS  PROVIDED AN OPINION OF COUNSEL, SATISFACTORY TO
                    THE   COMPANY   AND  ITS   COUNSEL,  THAT  REGISTRATION  AND
                    QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
                    REQUIRED."

APPLICABLE  LAW     This  Agreement  will  be interpreted and enforced under the
                    laws of the State of Florida (without regard to their choice
                    of  law  provisions).

THE PLAN AND OTHER  The  text  of  the  Plan is  incorporated  in this Agreement
AGREEMENTS          by reference.  Certain  capitalized  terms   used  in   this
                    Agreement  are  defined  in  the  Plan.

                    This Agreement,  including  its  attachments, and  the  Plan
                    constitute  the  entire  understanding  between  you and the
                    Company   regarding  this  Option.  Any  prior   agreements,
                    commitments  or  negotiations  concerning  this  Option  are
                    superseded.

     BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS
     AND  CONDITIONS  DESCRIBED ABOVE AND IN THE PLAN. YOU ALSO ACKNOWLEDGE THAT
     YOU  HAVE  READ  SECTION  11,  "PURCHASER'S  INVESTMENT REPRESENTATIONS" OF
     ATTACHMENT  A  AND THAT YOU CAN AND HEREBY DO MAKE THE SAME REPRESENTATIONS
     WITH  RESPECT  TO  THE  GRANT  OF  THIS  OPTION.

<PAGE>

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  REGISTRATION  AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED.

                               TMI HOLDINGS, INC.
                          2003 OMNIBUS SECURITIES PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT

    TMI Holdings,  Inc.  (the  "Company"), hereby grants an Option  to  purchase
shares  of  its  common stock ("Shares") to the Optionee named below.  The terms
and  conditions  of  the  Option  are  set  forth  in  this  cover sheet, in the
attachment  and  in  the  Company's  2003  Omnibus Securities Plan (the "Plan").

Date  of  Grant: ________________________________

Name  of  Optionee: _______________________________________

Optionee's  Social  Security  Number: _____________________

Number  of  Shares  Covered  by  Option: __________________

Exercise  Price  per  Share:  $__________________

Vesting  Start  Date: ___________________________
[must  be  at  least  85%  fair  market  value  on  Date  of  Grant]

---       Check  here if Optionee is a 10% owner (so that exercise price must be
          110%  of  fair  market  value  and  term  will  not  exceed  5 years).

          BY  SIGNING  THIS  COVER  SHEET,  YOU  AGREE  TO  ALL OF THE TERMS AND
          CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY
          OF  WHICH  IS  ALSO  ATTACHED.

Optionee:     _____________________________________________
                     (Signature)

Company:      _____________________________________________
                     (Signature)

               Title: ______________________________________

<PAGE>

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  REGISTRATION  AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED.

                              TMI HOLDINGS, INC.
                          2003 OMNIBUS SECURITIES PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT


NONSTATUTORY STOCK  This Option  is not intended to be an incentive stock option
OPTION              under section  422  of the  Internal  Revenue  Code and will
                    be  interpreted  accordingly.

VESTING             No  Shares  will  vest  until  you  have  performed ________
                    (____)  months  of  Service  from  the  commencement of your
                    employment  with  the  Company. Your Option shall vest as to
                    _______ of the Shares on the date _______ (____) months from
                    the  Vesting  Start  Date  as  shown  on  the  cover  sheet.
                    Thereafter, Shares shall vest at the rate of ________ of the
                    Shares  at  the end of each full month thereafter. After you
                    have completed ________ (____) months of Service, the number
                    of Shares which vest under this Option at the Exercise Price
                    shall  be  equal to the product of the number of full months
                    of  your  continuous employment with the Company ("Service")
                    (including  any approved leaves of absence) from the Vesting
                    Start Date times the number of Shares covered by this Option
                    times  ________.  The  resulting  number  of  Shares will be
                    rounded  to  the  nearest whole number. No additional Shares
                    will  vest after your Service has terminated for any reason.

                    You  should  note  that you may exercise the Option prior to
                    vesting. In that case, the Company has a right to repurchase
                    the  unvested  shares  at the original exercise price if you
                    terminate  employment  before  vesting  in  all  shares  you
                    purchased.  Also, if you exercise before vesting, you should
                    consider  making  an 83(b) election. Please see the attached
                    Tax Summary. The 83(b) election must be filed within 30 days
                                 -----------------------------------------------
                    of  the  date  you  exercise.
                    ----------------------------

TERM                Your  Option  will  expire  in  any  event  at the  close of
                    business at Company headquarters on the day before the tenth
                    anniversary  (fifth anniversary for a 10% owner) of the Date
                    of  Grant,  as  shown  on  the  cover sheet. (It will expire
                    earlier  if  your  Service  terminates, as described below.)

REGULAR             If  your  Service  terminates  for  any reason except death,
TERMINATION         Disability,  or  for "Cause" your Option will expire at the
                    close  of  business  at Company headquarters on the 30th day
                    after  your termination date. During such 30-day period, you
                    may  exercise that portion of your Option that was vested on
                    your  termination  date.

<PAGE>

DEATH               If  you die while in Service with the Company,  your Option
                    will expire at the close of business at Company headquarters
                    on  the date six months after the date of death. During that
                    six-month  period,  your  estate  or heirs may exercise that
                    portion  of  your  Option  that  was  vested on your date of
                    death.

DISABILITY          If  your  Service  terminates  because  of   your Disability
                    Disability, your Option will expire at the close of business
                    at  Company  headquarters  on the date six months after your
                    termination  date.  During  that  six-month  period, you may
                    exercise that portion of your Option that was vested on your
                    date  of  Disability.

                    "Disability"  means  that  you  are  unable   to  engage  in
                    any  substantial gainful activity by reason of any medically
                    determinable  physical  or  mental  impairment.

LEAVES OF ABSENCE   For  purposes  of   this  Option,  your  Service  does   not
                    terminate  when  you go on a bona fide leave of absence that
                    was  approved by the Company in writing, if the terms of the
                    leave  provide  for  continued  service  crediting,  or when
                    continued  service  crediting is required by applicable law.
                    However, your Service will be treated as terminating 30 days
                    after you went on leave, unless your right to return to work
                    is  guaranteed  by  law  or  by  a  contract.  Your  service
                    terminates  in any event when the approved leave ends unless
                    you  immediately  return  to Service. The Company determines
                    which  leaves  count for this purpose, and when your Service
                    terminates for all purposes under the Plan. The Company also
                    determines  the  extent to which you may exercise the vested
                    portion  of  your  Option  during  a  leave  of  absence.

NOTICE OF EXERCISE  When you wish to  exercise  this  Option,  you  must execute
                    Exhibit A (and if exercise is prior to vesting you must also
                    ---------
                    execute  Exhibits  B and D). Your Exercise will be effective
                             -----------------
                    when it is received by the Company. If someone else wants to
                    exercise  this  Option  after  your  death, that person must
                    prove  to  the  Company's  satisfaction  that  he  or she is
                    entitled  to  do  so.

FORM  OF  PAYMENT   When  you  submit Exhibit A, you must include payment of the
                                      ---------
                    Exercise  Price  for  the Shares you are purchasing. Payment
                    may be made in one (or a combination) of the following forms
                    at  the  discretion  of  the  committee:

                    -  Your personal check, a cashier's check  or a money order.

                    -  Shares which  you have owned for six months and which are
                       surrendered  to the  Company. The value  of  the  Shares,
                       determined  as  of  the  effective  date  of  the  Option
                       exercise,  will  be  applied  to  the  Exercise  Price.
<PAGE>

                    -  To  the extent that a public market for the Shares exists
                       as  determined  by  the  Company, by delivery  (on a form
                       prescribed   by   the   Committee)  of   an   irrevocable
                       direction  to a securities broker to sell Shares  and  to
                       deliver  all  or part of the sale proceeds to the Company
                       in  payment  of  the  aggregate  Exercise  Price.

                    -  Any  other  form of legal  consideration  approved by the
                       Committee.

WITHHOLDING TAXES   You will not be allowed to exercise this Option  unless  you
                    make acceptable arrangements to pay any withholding or other
                    taxes  that may be due as a result of the Option exercise or
                    the  sale  of  Shares acquired upon exercise of this Option.

RESTRICTIONS ON     By  signing  this  Agreement, you agree not to exercise this
RESALE              Option or sell any Shares acquired  upon  exercise  of  this
                    Option  at  a  time  when  applicable  laws,  regulations or
                    Company or underwriter trading policies prohibit exercise or
                    sale.  In  particular,  the  Company shall have the right to
                    designate  one  or more periods of time, each of which shall
                    not  exceed  180  days  in  length, during which this Option
                    shall  not  be exercisable if the Company determines (in its
                    sole  discretion)  that such limitation on exercise could in
                    any  way  facilitate  a  lessening  of  any  restriction  on
                    transfer  pursuant  to  the  Securities  Act  or  any  state
                    securities  laws  with respect to any issuance of securities
                    by the Company, facilitate the registration or qualification
                    of any securities by the Company under the Securities Act or
                    any  state  securities laws, or facilitate the perfection of
                    any  exemption   from   the  registration  or  qualification
                    requirements  of  the Securities Act or any applicable state
                    securities  laws  for  the  issuance  or  transfer   of  any
                    securities.  Such limitation on exercise shall not alter the
                    vesting  schedule  set forth in this Agreement other than to
                    limit  the  periods  during  which  this  Option  shall  be
                    exercisable.

                    Furthermore,  in respect of any underwritten public offering
                    by  the  Company,  you  agree  that  you  will  not  sell or
                    otherwise  transfer or dispose of any Shares covered by this
                    Option  during  a reasonable and customary period of time as
                    agreed to by the Company and the underwriters, not to exceed
                    the  greater of (a) 180 days following the effective date of
                    the  registration  statement  of the Company filed under the
                    Securities  Act  in  respect  of  such offering and (b) such
                    other  period  of time as agreed to by holders of a majority
                    of  the  then  outstanding Shares. By signing this Agreement
                    you  agree  to  execute and deliver such other agreements as
                    may  be  reasonably   requested  by  the  Company   or   the
                    underwriter which are consistent with the foregoing or which
                    are  necessary  to  give further effect thereto. The Company
                    may  impose  stop-transfer  instructions with respect to the
                    Shares subject to the foregoing restriction until the end of
                    such  period.
<PAGE>

                    If the sale of Shares under the Plan is not registered under
                    the  Securities  Act  of  1933,  as amended (the "Securities
                    Act"),  but  an  exemption  is  available  which requires an
                    investment  or other representation, you shall represent and
                    agree at the time of exercise that the Shares being acquired
                    upon  exercise   of  this  Option  are  being  acquired  for
                    investment,  and not with a view to the sale or distribution
                    thereof,  and  shall  make such other representations as are
                    deemed  necessary  or  appropriate  by  the  Company and its
                    counsel.

THE COMPANY'S       In  the event  that you propose to sell, pledge or otherwise
RIGHT OF FIRST      transfer to a third  party  any  Shares acquired under  this
REFUSAL             Agreement, or any interest in such Shares, the Company shall
                    have  the  "Right of First Refusal" with respect to all (and
                    not less than all) of such Shares. If you desire to transfer
                    Shares  acquired  under  this  Agreement,  you  must  give a
                    written  "Transfer  Notice"  to the Company describing fully
                    the  proposed  transfer,  including  the  number  of  Shares
                    proposed  to be transferred, the proposed transfer price and
                    the  name  and  address  of  the  proposed  transferee.  The
                    Transfer  Notice  shall  be  signed  both  by you and by the
                    proposed transferee and must constitute a binding commitment
                    of  both  parties  to  the  transfer  of  the  Shares.

                    The  Company  and  its  assignees  shall  have  the right to
                    purchase  all,  and  not less than all, of the Shares on the
                    terms described in the Transfer Notice (subject, however, to
                    any change in such terms permitted in the next paragraph) by
                    delivery  of  a  notice  of  exercise  of the Right of First
                    Refusal  within  30  days  after  the date when the Transfer
                    Notice  was  received  by  the  Company.

                    The  Company's  rights under this Subsection shall be freely
                    assignable,  in  whole  or  in  part.

                    If  the Company fails to exercise its Right of First Refusal
                    within  30 days after the date when it received the Transfer
                    Notice, you may, not later than 60 days following receipt of
                    the  Transfer  Notice by the Company, conclude a transfer of
                    the  Shares  subject to the Transfer Notice on the terms and
                    conditions  described  in  the Transfer Notice. Any proposed
                    transfer  on  terms  and  conditions  different  from  those
                    described  in the Transfer Notice, as well as any subsequent
                    proposed  transfer  by  you,  shall  again be subject to the
                    Right of First Refusal and shall require compliance with the
                    procedure  described  in the paragraph above. If the Company
                    exercises  its  Right  of First Refusal, you and the Company
                    (or  its  assignees) shall consummate the sale of the Shares
                    on  the  terms  set  forth  in  the  Transfer  Notice.

                    The  Company's  Right  of First Refusal shall terminate upon
                    the  Company's  initial  public  offering.

                    The  Company's  Right  of  First  Refusal shall inure to the
                    benefit  of  its successors and assigns and shall be binding
                    upon  any  transferee  of  the  Shares.
<PAGE>

RIGHT  OF           Following termination  of  your Service for any reason,  the
REPURCHASE          Company shall have the right to purchase all of those vested
                    Shares  that  you  have  or  will  acquire under this Option
                    (unvested  Shares which have been exercised are subject to a
                    Repurchase  Option  set  forth in Exhibit A). If the Company
                                                      ---------
                    fails to provide you with written notice of its intention to
                    purchase  such  Shares  before or within 30 days of the date
                    the  Company  receives  written  notice  from  you  of  your
                    termination of Service, the Company's right to purchase such
                    Shares  shall  terminate. If the Company exercises its right
                    to  purchase  such  Shares,  the Company will consummate the
                    purchase  of  such  Shares within 60 days of the date of its
                    written  notice  to  you.  The purchase price for any Shares
                    repurchased  shall be the higher of the fair market value of
                    the Shares on the date of purchase or the aggregate Exercise
                    Price  for  such  Shares  and  shall  be  paid  in cash. The
                    Company's  right  of repurchase shall terminate in the event
                    that  Stock is listed on an established stock exchange or is
                    quoted  regularly  on  the  Nasdaq National Market. The fair
                    market  value  shall be determined by the Board of Directors
                    in  its  sole  discretion.

TRANSFER OF OPTION  Prior  to  your  death,  only you  may exercise this Option.
                    You cannot transfer or assign this Option. For instance, you
                    may  not  sell this Option or use it as security for a loan.
                    If  you  attempt to do any of these things, this Option will
                    immediately  become  invalid.  You  may, however, dispose of
                    this  Option  in  your  will.

                    Regardless of any marital property settlement agreement, the
                    Company  is not obligated to honor a Notice of Exercise from
                    your  spouse  or former spouse, nor is the Company obligated
                    to  recognize  such  individual's interest in your Option in
                    any  other  way.

RETENTION  RIGHTS   This  Agreement does not give you the right to  be  retained
                    by  the  Company  in  any capacity. The Company reserves the
                    right  to  terminate  your  Service  at any time and for any
                    reason.

SHAREHOLDER RIGHTS  Neither you, nor your estate or heirs, have  any  rights  as
                    a  shareholder  of  the  Company until a certificate for the
                    Shares  acquired  upon  exercise  of  this  Option  has been
                    issued.  No  adjustments  are  made  for  dividends or other
                    rights  if  the  applicable  record  date occurs before your
                    stock  certificate  is  issued,  except  as described in the
                    Plan.

ADJUSTMENTS         In  the  event  of  a  stock split, a stock  dividend  or  a
                    similar  change  in  the Company Stock, the number of Shares
                    covered  by this Option and the Exercise Price per share may
                    be  adjusted  pursuant  to  the  Plan.  Your Option shall be
                    subject to the terms of the agreement of merger, liquidation
                    or  reorganization  in  the  event the Company is subject to
                    such  corporate  activity.

LEGENDS             All  certificates  representing   the  Shares  issued   upon
                    exercise  of  this  Option  shall,  where  applicable,  have
                    endorsed  thereon  the  following  legends:
<PAGE>

                    "THE  SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
                    TO  CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE
                    SUCH  SHARES  SET  FORTH IN AN AGREEMENT BETWEEN THE COMPANY
                    AND  THE  REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN
                    INTEREST.    SUCH   AGREEMENT   IMPOSES   CERTAIN   TRANSFER
                    RESTRICTIONS  AND  GRANTS  CERTAIN  REPURCHASE RIGHTS TO THE
                    COMPANY (OR ITS ASSIGNS) UPON THE SALE OF THE SHARES OR UPON
                    TERMINATION  OF  SERVICE  WITH  THE  COMPANY. A COPY OF SUCH
                    AGREEMENT  IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY
                    AND  WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY
                    OF  THE  COMPANY BY THE HOLDER OF SHARES REPRESENTED BY THIS
                    CERTIFICATE.

                    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                    REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  OR   THE
                    SECURITIES  LAWS  OF  ANY STATE, AND MAY BE OFFERED AND SOLD
                    ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
                    PROVISIONS  OF  FEDERAL  AND STATE SECURITIES LAWS OR IF THE
                    COMPANY  IS  PROVIDED AN OPINION OF COUNSEL, SATISFACTORY TO
                    THE  COMPANY   AND  ITS  COUNSEL,  THAT   REGISTRATION   AND
                    QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
                    REQUIRED."

APPLICABLE  LAW     This  Agreement  will  be interpreted and enforced under the
                    laws of the State of Florida (without regard to their choice
                    of  law  provisions).

THE PLAN AND OTHER  The  text  of  the  Plan  is incorporated  in this Agreement
AGREEMENTS          by  reference.   Certain  capitalized   terms  used in  this
                    Agreement  are  defined  in  the  Plan.

                    This  Agreement  and   the  Plan   constitute   the   entire
                    understanding  between  you  and  the Company regarding this
                    Option.  Any  prior  agreements, commitments or negotiations
                    concerning  this  Option  are  superseded.

     BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS
     AND  CONDITIONS  DESCRIBED ABOVE AND IN THE PLAN. YOU ALSO ACKNOWLEDGE THAT
     YOU  HAVE  READ  SECTION  11,  "PURCHASER'S  INVESTMENT REPRESENTATIONS" OF
     ATTACHMENT  A  AND THAT YOU CAN AND HEREBY DO MAKE THE SAME REPRESENTATIONS
     WITH  RESPECT  TO  THE  GRANT  OF  THIS  OPTION.

<PAGE>

                                    EXHIBIT A

                               TMI HOLDINGS, INC.
                               ------------------

             Notice of Exercise and Common Stock Purchase Agreement
             ------------------------------------------------------

     THIS AGREEMENT is dated as of ___________, ____, between TMI Holdings, Inc.
(the  "Company"),  and  _________________("Purchaser").

                              W I T N E S S E T H:

     WHEREAS,  the  Company  and  Purchaser  are  parties  to  that  certain ___
Incentive  ___ Nonstatutory Stock Option Agreement dated as of ___________, ____
(the  "Option  Agreement")  pursuant  to  which  the  Purchaser has the right to
purchase  up  to  ___________ shares  of the Company's common stock (the "Option
Shares");  and

     WHEREAS,  the  Option  is exercisable with respect to certain of the Option
Shares  as  of  the  date  hereof;  and

     WHEREAS,  pursuant  to  the Option Agreement, Purchaser desires to purchase
shares of the Company as herein described, on the terms and conditions set forth
in  this Agreement, the Option Agreement and the TMI Holdings, Inc. 2003 Omnibus
Securities  Plan  (the "Plan"). Certain capitalized terms used in this Agreement
are  defined  in  the  Plan.

     NOW,  THEREFORE,  it  is  agreed  between  the  parties  as  follows:

SECTION  1:   PURCHASE  OF  SHARES.
-----------------------------------

     (a)     Pursuant  to  the  terms  of the Option Agreement, Purchaser hereby
agrees  to purchase from the Company and the Company agrees to sell and issue to
Purchaser  _________  shares of the Company's common stock (the "Stock") for the
Exercise  Price  per share specified in the Option Agreement payable by personal
check,  cashier's check or money order, if permitted by the Option Agreement, as
follows:  _______________________________.  Payment  shall  be  delivered at the
Closing,  as  such  term  is  hereinafter  defined.

     (b) The closing hereunder (the "Closing") shall occur at the offices of the
Company  on  ________, ______, or such other time and place as may be designated
by  the  Company  (the  "Closing  Date").

SECTION  2:   REPURCHASE  OPTION
--------------------------------

     All  unvested  shares  of  the Stock purchased by the Purchaser pursuant to
this Agreement (sometimes referred to as the "Repurchase Option Stock") shall be
subject  to  the  following  option  (the  "Repurchase  Option"):

     (a)     In  the  event  the  Purchaser  terminates service with the Company
("Service")  for any reason, with or without cause, the Company may exercise the
Repurchase  Option.

<PAGE>

     (b)  Purchaser  understands that the Stock is being sold in order to induce
Purchaser  to  become  and/or  remain  associated  with  the Company and to work
diligently  for  the success of the Company and that the Repurchase Option Stock
will  continue  to  vest in accordance with the schedule set forth in the Option
Agreement.  Accordingly,  the Company shall have the right at any time within 90
days  after the termination of Service to purchase from the Purchaser all shares
of  Stock purchased hereunder which have not vested in accordance with the terms
of  such  vesting  schedule in the Option Agreement. The purchase price for such
unvested shares of Repurchase Option Stock shall be the Exercise Price per share
paid  by  Purchaser for such shares pursuant to the Option (the "Option Price").
The  purchase  price  shall  be  paid  by  certified  or  cashier's  check or by
cancellation  of  any  indebtedness  of  Purchaser  to  the  Company.

     (c) Nothing in this Agreement shall be construed as a right by purchaser to
be  employed  by  Company,  or  a  parent  or  subsidiary  of  Company.

SECTION  3:   EXERCISE  OF  REPURCHASE  OPTION
----------------------------------------------

     The  Repurchase  Option  shall  be exercised by written notice signed by an
officer of the Company and delivered or mailed as provided in Section 16 of this
Agreement  and to the Escrow Agent as provided in Section 16 of the Joint Escrow
Instructions  attached  as  Exhibit  B  to  the  Option  Agreement.

SECTION  4:   WAIVER,  ASSIGNMENT,  EXPIRATION  OF  REPURCHASE  OPTION
----------------------------------------------------------------------

     If  the Company waives or fails to exercise the Repurchase Option as to all
of  the  shares subject thereto, the Company may, in the discretion of its Board
of  Directors,  assign  the  Repurchase Option to any other holder or holders of
preferred  or  common  stock of the Company in such proportions as such Board of
Directors may determine.  In the event of such an assignment, the assignee shall
pay  to  the  Company  in  cash  an amount equal to the fair market value of the
Repurchase  Option.  The  Company  shall promptly, upon expiration of the 90-day
period  referred to in Section 2 above, notify Purchaser of the number of shares
subject  to the Repurchase Option assigned to such stockholders and shall notify
both  the Purchaser and the assignees of the time, place and date for settlement
of  such  purchase, which must be made within 90 days from the date of cessation
of  continuous  employment.  In the event that the Company and/or such assignees
do  not  elect to exercise the Repurchase Option as to all or part of the shares
subject  to  it,  the  Repurchase Option shall expire as to all shares which the
Company  and/or  such  assignees  have  not  elected  to  purchase.

SECTION  5:   ESCROW  OF  SHARES
--------------------------------

     (a)     As  security  for  Purchaser's faithful performance of the terms of
this Agreement and to ensure the availability for delivery of Purchaser's shares
upon  exercise of the Repurchase Option herein provided for, Purchaser agrees at
the  Closing hereunder, to deliver to and deposit with the Escrow Agent named in
the Joint Escrow Instructions attached to the Option Agreement as Exhibit B, the
certificate  or  certificates  evidencing  the   Option  Stock  subject  to  the
Repurchase  Option  and  two Assignments Separate from Certificate duly executed
(with  date  and  number  of shares in blank) in the form attached to the Option
Agreement  as  Exhibit D.  Such documents are to be held by the Escrow Agent and
delivered  by  the Escrow Agent pursuant to the Joint Escrow Instructions, which
instructions  shall  also  be  delivered  to  the  Escrow  Agent  at the Closing
hereunder.

     (b)     Within  30  days  after  the  last day of each successive completed
calendar  quarter  after  the Closing Date, if Purchaser so requests, the Escrow
Agent  will  deliver  to  Purchaser  certificates representing so many shares of
Stock  as  are  no  longer subject to the Repurchase Option (less such shares as
have  been  previously  delivered).  Ninety  days after cessation of Purchaser's
employment  with the Company the Company will direct the Escrow Agent to deliver
to Purchaser a certificate or certificates representing the number of shares not
repurchased  by  the  Company  or  its  assignees  pursuant  to  exercise of the
Repurchase  Option  (less  such  shares  as  have  been  previously  delivered).

<PAGE>

SECTION  6:   ADJUSTMENT  OF  SHARES
------------------------------------

     Subject  to the provisions of the Articles of Incorporation of the Company,
if,  from  time  to  time  during  the  term  of  the  Repurchase  Option:

     (a)     there  is any stock dividend or liquidating dividend of cash and/or
property,  stock  split or other change in the character or amount of any of the
outstanding  securities  of  the  Company,  or

     (b) there is any consolidation, merger or sale of all or substantially all,
of  the  assets  of  the  Company,

then,  in  such  event, any and all new, substituted or additional securities or
other property to which Purchaser is entitled by reason of Purchaser's ownership
of  the  shares  shall be immediately subject to such Repurchase Option with the
same force and effect as the shares of Option Stock from time to time subject to
the Repurchase Option.  While the total Option Price shall remain the same after
each such event, the Option Price per share of Option Stock upon exercise of the
Repurchase Option shall be appropriately and equitably adjusted as determined by
the  Board  of  Directors  of  the  Company.

SECTION  7:   THE  COMPANY'S  RIGHT  OF  FIRST  REFUSAL.
--------------------------------------------------------

     Before  any  shares  of  Stock  registered in the name of Purchaser and not
subject  to  the Repurchase Option may be sold or transferred, such shares shall
first  be  offered  to  the  Company  as  set  forth  in  the  Option Agreement.

SECTION  8:   PURCHASER'S RIGHTS AFTER EXERCISE OF REPURCHASE OPTION OR RIGHT OF
--------------------------------------------------------------------------------
FIRST  REFUSAL.
---------------

     If the Company makes available, at the time and place and in the amount and
form  provided  in  this  Agreement,  the  consideration  for  the  Stock  to be
repurchased  in  accordance  with  the  provisions  of  Sections 2 and 7 of this
Agreement, then from and after such time the person from whom such shares are to
be repurchased shall no longer have any rights as a holder of such shares (other
than  the right to receive payment of such consideration in accordance with this
Agreement).  Such  shares shall be deemed to have been repurchased in accordance
with  the  applicable  provisions  hereof,  whether  or  not  the certificate(s)
therefor  have  been  delivered  as  required  by  this  Agreement.

SECTION  9:   TRANSFER  BY  PURCHASER  TO  CERTAIN  TRUSTS.
-----------------------------------------------------------

     Purchaser  shall  have  the  right  to  transfer  all  or  any  portion  of
Purchaser's  interest  in the shares issued under this Agreement which have been
delivered to Purchaser under the provisions of Section 5 of this Agreement, to a
trust  established by Purchaser for the benefit of Purchaser, Purchaser's spouse
or  Purchaser's  children,  without being subject to the provisions of Section 7
hereof,  provided that the trustee on behalf of the trust shall agree in writing
to be bound by the terms and conditions of this Agreement.  The transferee shall
execute  a  copy of Exhibit C attached to the Option Agreement and file the same
with  the  Secretary  of  the  Company.

<PAGE>

SECTION  10:   LEGEND  OF  SHARES.
----------------------------------

     All  certificates  representing  the  Stock  purchased under this Agreement
shall,  where  applicable,  have  endorsed  thereon the legends set forth in the
Option  Agreement  and any other legends required by applicable securities laws.

SECTION  11:   PURCHASER'S  INVESTMENT  REPRESENTATIONS.
--------------------------------------------------------

     (a)     This  Agreement is made with Purchaser in reliance upon Purchaser's
representation  to the Company, which by Purchaser's acceptance hereof Purchaser
confirms,  that  the  Stock  which  Purchaser will receive will be acquired with
Purchaser's  own  funds  for investment for an indefinite period for Purchaser's
own  account,  not  as  a  nominee  or agent, and not with a view to the sale or
distribution of any part thereof, and that Purchaser has no present intention of
selling,  granting  participation  in,  or  otherwise distributing the same, but
subject,  nevertheless,  to  any  requirement  of  law  that  the disposition of
Purchaser's  property  shall  at  all  times  be within Purchaser's control.  By
executing  this  Agreement, Purchaser further represents that Purchaser does not
have any contract, understanding or agreement with any person to sell, transfer,
or  grant  participation, to such person or to any third person, with respect to
any  of  the  Stock.

     (b)  Purchaser  understands  that  the  Stock  will  not  be  registered or
qualified  under  federal  or  state securities laws on the ground that the sale
provided  for  in  this  Agreement  is exempt from registration or qualification
under  federal  or state securities laws and that the Company's reliance on such
exemption  is  predicated  on  Purchaser's  representations  set  forth  herein.

     (c)  Purchaser agrees that in no event will Purchaser make a disposition of
any  of  the  Stock (including a disposition under Section 9 of this Agreement),
unless  and  until (i) Purchaser shall have notified the Company of the proposed
disposition  and  shall  have  furnished  the  Company  with  a statement of the
circumstances surrounding the proposed disposition and (ii) Purchaser shall have
furnished  the Company with an opinion of counsel satisfactory to the Company to
the  effect  that  (A)  such  disposition  will  not  require  registration  or
qualification  of  such  Stock  under  federal  or  state securities laws or (B)
appropriate action necessary for compliance with the federal or state securities
laws  has  been  taken  or (iii) the Company shall have waived, expressly and in
writing,  its  rights  under  clauses  (i)  and  (ii)  of  this  section.

     (d)  With respect to a transaction occurring prior to such date as the Plan
and  Stock  thereunder  are  covered  by  a  valid  Form  S-8 or similar federal
registration  statement,  this  subsection shall apply unless the transaction is
covered  by  the exemption in Florida General Corporation Law or a similar broad
based  exemption. In connection with the investment representations made herein,
Purchaser  represents  that  Purchaser is able to fend for himself or herself in
the  transactions  contemplated  by  this  Agreement,  has  such  knowledge  and
experience  in financial and business matters as to be capable of evaluating the
merits and risks of Purchaser's investment, has the ability to bear the economic
risks  of  Purchaser's investment and has been furnished with and has had access
to  such  information  as  would be made available in the form of a registration
statement  together  with  such additional information as is necessary to verify
the  accuracy  of the information supplied and to have all questions answered by
the  Company.

     (e)  Purchaser  understands  that if the Company does not register with the
Securities  and  Exchange  Commission  pursuant  to Section 12 of the Securities
Exchange  Act  of  1934,  as  amended  (the "Exchange Act") or if a registration
statement  covering  the  Stock  (or  a  filing  pursuant  to the exemption from
registration  under  Regulation  A  of  the  Securities  Act  of 1933) under the
Securities  Act  of  1933  is  not  in effect when Purchaser desires to sell the
Stock,  Purchaser may be required to hold the Stock for an indeterminate period.
Purchaser  also  acknowledges  that  Purchaser  understands that any sale of the
Stock  which  might  be  made  by  Purchaser in reliance upon Rule 144 under the
Securities  Act  of  1933 may be made only in limited amounts in accordance with
the  terms  and  conditions  of  that  Rule.

<PAGE>

SECTION  12:   ASSISTANCE  TO  PURCHASER  UNDER  RULE  144.
-----------------------------------------------------------

     The  Company  covenants  and  agrees  that  (a) at all times after it first
becomes  subject  to  the  reporting  requirements of Section 13 or 15(d) of the
Exchange  Act,  it  will  use its best efforts to comply with the current public
information requirements of Rule 144(c)(1) under the Securities Act of 1933, and
that  if   prior   to  becoming  subject  to  such  reporting  requirements   an
over-the-counter  market develops for the Stock, it will make publicly available
the  information required by Rule 144(c)(2); (b) it will furnish Purchaser, upon
request,  with  all  information required for the preparation and filing of Form
144;  and (c) it will on a timely basis use its best efforts to file all reports
required  to  be  filed  and  make  all  disclosures,  including  disclosures of
materially  adverse  information,  required  to  permit  Purchaser  to  make the
required  representations  in  Form  144.

SECTION  13:   NO  DUTY  TO  TRANSFER  IN  VIOLATION  HEREUNDER.
----------------------------------------------------------------

     The  Company  shall not be required (a) to transfer on its books any shares
of  Stock  of the Company which shall have been sold or transferred in violation
of any of the provisions set forth in this Agreement or (b) to treat as owner of
such  shares or to accord the right to vote as such owner or to pay dividends to
any  transferee  to  whom  such  shares  shall  have  been  so  transferred.

SECTION  14:   RIGHTS  OF  PURCHASER.
-------------------------------------

     Except  as  otherwise  provided herein, Purchaser shall, during the term of
this  Agreement,  exercise  all  rights  and  privileges of a stockholder of the
Company  with  respect  to  the  Stock.

SECTION  15:   OTHER  NECESSARY  ACTIONS.
-----------------------------------------

     The  parties  agree  to  execute  such further instruments and to take such
further  action  as  may reasonably be necessary to carry out the intent of this
Agreement.

SECTION  16:   NOTICE.
----------------------

     Any  notice  required  or permitted hereunder shall be given in writing and
shall  be  deemed  effectively  given  upon  the  earliest of personal delivery,
receipt or the third full day following deposit in the United States Post Office
with  postage  and  fees  prepaid,  addressed  to  the other party hereto at the
address  last  known  or at such other address as such party may designate by 10
days'  advance  written  notice  to  the  other  party  hereto.

SECTION  17:   SUCCESSORS  AND  ASSIGNS.
----------------------------------------

     This  Agreement shall inure to the benefit of the successors and assigns of
the  Company  and,  subject to the restrictions on transfer herein set forth, be
binding  upon  Purchaser  and  Purchaser's  heirs,   executors,  administrators,
successors  and assigns.  The failure of the Company in any instance to exercise
the  Repurchase  Option  or  rights  of  first  offer described herein shall not
constitute  a waiver of any other Repurchase Option or right of first offer that
may subsequently arise under the provisions of this Agreement.  No waiver of any
breach  or  condition  of  this  Agreement shall be deemed to be a waiver of any
other  or subsequent breach or condition, whether of a like or different nature.

<PAGE>

SECTION  18:   APPLICABLE  LAW.
-------------------------------

     This  Agreement shall be governed by, and construed in accordance with, the
laws of the State of Florida, as such laws are applied to contracts entered into
and  performed  in  such  state.

SECTION  19:   NO  STATE  QUALIFICATION.
----------------------------------------

     THE  SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT
BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF FLORIDA AND
THE  ISSUANCE  OF  SUCH  SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION  THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
OF  SECURITIES  IS  EXEMPT FROM THE QUALIFICATION.  THE RIGHTS OF ALL PARTIES TO
THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED,
UNLESS  THE  SALE  IS  SO  EXEMPT.

SECTION  20:   NO  ORAL  MODIFICATION.
--------------------------------------

     No modification of this Agreement shall be valid unless made in writing and
signed  by  the  parties  hereto.

SECTION  21:   ENTIRE  AGREEMENT.
---------------------------------

     This  Agreement and the Option Agreement constitute the entire complete and
final  agreement  between  the  parties hereto with regard to the subject matter
hereof.

     IN  WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the  day  and  year  first  above  written.


TMI HOLDINGS,  INC.                              PURCHASER


By  -----------------------------                ----------------------------

<PAGE>

                                    EXHIBIT B
                                    ---------
                            JOINT ESCROW INSTRUCTIONS
                            -------------------------


                              -------------, ----


Secretary
_____________________


Dear  Sir  or  Madam:

     As  Escrow  Agent  for  both  TMI  Holdings,  Inc.  (the  "Company"),  and
___________________  ("Purchaser"),  you  are  hereby authorized and directed to
hold the documents delivered to you pursuant to the terms of that certain Common
Stock  Purchase  Agreement  (the  "Agreement") of even date herewith, to which a
copy  of  these  Joint Escrow Instructions is attached as Exhibit B to a certain
Stock  Option  dated  ________  ("Option  Agreement"),  in  accordance  with the
following  instructions:

     1.     In  the  event  the  Company  shall elect to exercise the Repurchase
Option set forth in the Agreement, the Company shall give to Purchaser and you a
written  notice  as provided in the Agreement.  Purchaser and the Company hereby
irrevocably  authorize  and  direct you to close the transaction contemplated by
such  notice,  including  prompt  delivery  of  stock  certificates.

     2.  At  the closing, you are directed (a) to date the stock assignment form
or  forms  necessary  for the transfer in question, (b) to fill in the number of
shares being transferred, and (c) to deliver same, together with the certificate
or  certificates evidencing the shares to be transferred, to the Company against
the  simultaneous  delivery  to  you of the purchase price (by certified or bank
cashier's  check)  for  the  number  of  shares  being purchased pursuant to the
exercise  of  the  Repurchase  Option.

     3.  Purchaser  irrevocably  authorizes  the Company to deposit with you any
certificates evidencing shares to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement.  Purchaser does hereby
irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent
for  the  term  of  this  escrow  to execute with respect to such securities all
documents  necessary  or  appropriate  to make such securities negotiable and to
complete any transaction herein contemplated.  Subject to the provisions of this
Section 3, Purchaser shall exercise all rights and privileges, including but not
limited  to,  the  right  to  vote  and  to  receive  dividends  (if  any), of a
stockholder  of  the  Company  while  the  shares  are  held  by  you.

     4. In accordance with the terms of Section 5 of the Agreement, you may from
time  to time deliver to Purchaser a certificate or certificates representing so
many  shares  as  are  no  longer  subject  to  the  Repurchase  Option.

     5.  This  escrow  shall terminate upon the release of all shares held under
the  terms  and  provisions  hereof.

<PAGE>

     6.  If  at  the  time of termination of this escrow you should have in your
possession  any  documents, securities or other property belonging to Purchaser,
you  shall  deliver  all  of  same to Purchaser and shall be discharged from all
further  obligations  hereunder.

     7.  Your duties hereunder may be altered, amended, modified or revoked only
by  a  writing  signed  by  all  of  the  parties  hereto.

     8.  You  shall  be obligated only for the performance of such duties as are
specifically  set forth herein and may rely and shall be protected in relying or
refraining  from  acting  on  any  instrument  reasonably  believed by you to be
genuine  and  to  have  been signed or presented by the proper party or parties.
You  shall  not  be  personally  liable  for  any  act  you may do or omit to do
hereunder  as  Escrow  Agent or as attorney-in-fact of Purchaser while acting in
good  faith  and  in the exercise of your own good judgment, and any act done or
omitted  by you pursuant to the advice of your own attorneys shall be conclusive
evidence  of  such  good  faith.

     9.  You  are  hereby expressly authorized to disregard any and all warnings
given  by  any  of  the  parties  hereto  or by any other person or corporation,
excepting  only  orders  or  process  of courts of law, and are hereby expressly
authorized  to  comply  with and obey orders, judgments or decrees of any court.
In case you obey or comply with any such order, judgment or decree of any court,
you  shall  not  be  liable to any of the parties hereto or to any other person,
firm  or  corporation  by  reason  of  such compliance, notwithstanding any such
order,  judgment  or decree being subsequently reversed, modified, annulled, set
aside,  vacated  or  found  to  have  been  entered  without  jurisdiction.

     10.  You  shall  not  be  liable in any respect on account of the identity,
authority  or  rights  of  the  parties executing or delivering or purporting to
execute  or deliver the Agreement or any documents or papers deposited or called
for  hereunder.

     11.  You  shall  not  be  liable  for the outlawing of any rights under any
statute  of  limitations  with respect to these Joint Escrow Instructions or any
documents  deposited  with  you.

     12.  You shall be entitled to employ such legal counsel  and other  experts
as  you  may  deem  necessary  properly  to  advise  you in connection with your
obligations  hereunder  and  may  rely  upon  the  advice  of  such  counsel.

     13.  Your responsibilities as Escrow Agent hereunder shall terminate if you
shall  cease  to  be  Secretary of the Company or if you shall resign by written
notice  of  each party.  In the event of any such termination, the Company shall
appoint  any  officer  of  the  Company  as  successor  Escrow  Agent.

     14.  If  you  reasonably require other or further instruments in connection
with  these  Joint  Escrow  Instructions  or  obligations in respect hereto, the
necessary  parties  hereto  shall  join  in  furnishing  such  instruments.

     15.  It is understood and agreed that should any dispute arise with respect
to  the  delivery and/or ownership or right of possession of the securities held
by  you  hereunder, you are authorized and directed to retain in your possession
without  liability  to  anyone  all  or  any  part of said securities until such
dispute  shall  have  been  settled  either  by  mutual written agreement of the
parties  concerned  or  by  a  final  order,  decree  or  judgment of a court of
competent  jurisdiction  after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any  such  proceedings.

<PAGE>

     16.  Any  notice  required or permitted hereunder shall be given in writing
and  shall be deemed effectively given upon personal delivery or upon deposit in
the  United States Post Office, by registered or certified mail with postage and
fees  prepaid,  addressed  to  each  of  the  other  parties thereunto entitled.

     17.  By  signing these Joint Escrow Instructions, you become a party hereto
only  for  the  purpose  of  said Joint Escrow Instructions; you do not become a
party  to  the  Agreement.

     18.  This  instrument shall be governed by and construed in accordance with
the  laws  of  the  State  of  Florida.

     19.  This  instrument shall be binding upon and inure to the benefit of the
parties  hereto  and  their  respective  successors  and  permitted  assigns.


                                                 Very  truly  yours,

                                                 TMI  HOLDINGS,  INC.
                                                 By  ___________________________


ESCROW  AGENT:                                   PURCHASER:
__________________________                       _______________________________


<PAGE>

                                    EXHIBIT C
                                    ---------
                   ACKNOWLEDGMENT OF AND AGREEMENT TO BE BOUND
                   -------------------------------------------

        BY THE NOTICE OF EXERCISE AND COMMON STOCK PURCHASE AGREEMENT OF
        ----------------------------------------------------------------

                               TMI HOLDINGS, INC.
                               ------------------

     The  undersigned,  as  transferee  of  shares of TMI Holdings, Inc., hereby

acknowledges  that  he  or  she has read and reviewed the terms of the Notice of

Exercise  and  Common  Stock Purchase Agreement of TMI Holdings, Inc. and hereby

agrees  to  be  bound by the terms and conditions thereof, as if the undersigned

had  executed  said  Agreement  as  an  original  party  thereto.

     Dated:  ____________________,  ____.

                                                 By  ___________________________

<PAGE>

                                    EXHIBIT D
                                    ---------

                      ASSIGNMENT SEPARATE FROM CERTIFICATE
                      ------------------------------------

     FOR  VALUE RECEIVED _________________________________ hereby sells, assigns
and transfers unto _________________________ ________________________ (________)
shares  of  the  Common Stock of TMI Holdings, Inc. (the "Company"), standing in
___________________  name on the books of the Company represented by Certificate
No.  ___________  herewith  and  hereby  irrevocably  constitutes  and  appoints
________________  Attorney  to  transfer  said stock on the books of the Company
with  full  power  of  substitution  in  the  premises.

Dated:  ____________________,  ____.

<PAGE>