TMI HOLDINGS, INC.
                               2003 NON-QUALIFIED
                           STOCK GRANT AND OPTION PLAN

     1.   PURPOSE:  This  Non-Qualified  Stock  Grant  and  Option  Plan  (the
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"Plan") is intended to serve as an incentive to and to encourage stock ownership
by  certain  directors,  officers,  employees  of  and certain persons rendering
service  to  TMI  Holdings,  Inc., a Florida corporation (the "Corporation"), so
that  they  may acquire or increase their proprietary interest in the success of
the  Corporation,  and to encourage them to remain in the Corporation's service.

     2.   ADMINISTRATION:  The  Plan  shall  be  administered  by  a  committee
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appointed  by  the  Corporation's  Board  of  Directors  (the  "Committee"). The
Committee  shall  consist  of  not  less  than  three  (3)  members who shall be
appointed  by,  and  serve  at  the  pleasure  of,  the  Corporation's  Board of
Directors.  The Board of Directors may from time to time remove members from, or
add members to, the Committee. Vacancies on the Committee, however caused, shall
be  filled only by the Board of Directors. The Committee shall select one of its
members  as Chairman, and shall hold meetings at such times and places as it may
determine. Acts by a majority of the Committee in a meeting at which a quorum is
present  and  acts  approved  in  writing  by  a  majority of the members of the
Committee  shall  be the valid acts of the Committee. No member of the Committee
shall  vote  on  any matter concerning his or her own participation in the Plan,
except  that  the  Board  of  Directors as a whole may act on options granted to
directors. If no Committee has been appointed, the entire Board shall constitute
the  Committee.

          The  Committee shall be authorized to grant stock and/or options under
the  Plan  to such directors, officers, employees of and other persons rendering
service  to  the  Corporation  or  any  parent  or subsidiary corporation of the
Corporation,  as  defined  for  purposes  of  Internal Revenue Code Section 422A
("Parent  or  Subsidiary"),  at such times and in such amounts as it may decide.

          The interpretation and construction by the Committee of any provisions
of  the  Plan  or of any option granted under it shall be final unless otherwise
determined  by  the  Board of Directors.  No member of the Committee or Board of
Directors  shall  be  liable  for any action or determination made in good faith
with  respect  to  the  Plan  or  any  option  granted  under  it.

     3.     ELIGIBILITY
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          3.1.  General:  Any person who performs services of special importance
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to  the  Corporation,  or  any  Parent  or  Subsidiary  thereof, relating to the
Corporation's  management, operation or development shall be eligible to receive
stock or options under the Plan.  The selection of stock and/or options received
shall  be within the sole and absolute discretion of the Committee, or the Board
of  Directors.

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          3.2.  Termination  of  Eligibility: Any option granted hereunder shall
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expire  if,  for any reason other than his or her death, the optionee (i) ceases
to  be employed by the Corporation or a Parent or Subsidiary thereof; (ii) is no
longer  a  member  of  the  Corporation's Board of Directors; or (iii) no longer
performs  services  for  the  Corporation  as  an  independent  contractor.  The
expiration  will  take  effect  at the earliest of the following times: four (4)
months  from  the  date  of  the  occurrence  causing termination of eligibility
(twelve  (12)  months if the optionee's eligibility ceases because of his or her
disability),  or  upon  the  date  the  option expires by its terms. During such
four-month period, the option may be exercised in accordance with its terms, but
only  in  respect  to  the  number of shares for which the right to exercise has
accrued  on  the  date  of termination of employment, or status as a director or
independent  contractor.  The Committee shall decide whether an authorized leave
of  absence  or absence for military or governmental service, or absence for any
other  reason,  shall constitute termination of eligibility for purposes of this
Section.  This  determination  shall  be  subject  to  review  by  the  Board of
Directors.

          3.3.  Death  of  Optionee and Transfer of Option: If the optionee dies
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while  eligible  to participate in the Plan, or within four (4) months after the
termination  of  his  or her eligibility, and shall not have fully exercised the
option,  the option may be exercised at any time within twelve (12) months after
the  optionee's  death  by  the optionee's executors or administrators or by any
person  or persons who acquired the option directly from the optionee by bequest
or  inheritance.  However,  no option shall be exercisable after it expires; and
options  may  be  exercised  only  to  the  extent  that the optionee's right to
exercise the option had accrued at the time of his or her death and had not been
previously  exercised.

          No option shall be transferable by the optionee otherwise than by will
or  the  laws  of  intestate  succession.

     4.     IDENTIFICATION OF STOCK:  The stock subject to grant and the options
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shall  be  shares  of  the  Corporation's authorized but unissued or acquired or
reacquired Common Stock, par value $0.01 (the "Stock").  The aggregate number of
shares  subject to outstanding options shall not exceed two million five hundred
thousand  (2,500,000)  shares  of  Stock  (subject  to adjustment as provided in
Section 5.6).  If any option granted hereunder shall expire or terminate for any
reason  without  having  been  exercised in full, the unpurchased shares subject
thereto  shall  again  be  available  for  purposes  of  this  Plan.

     5. TERMS AND CONDITIONS OF OPTIONS: Any option granted pursuant to the Plan
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shall be evidenced by an agreement in such form as the Committee shall from time
to  time  determine,  which  agreement  shall  comply with and be subject to the
following  terms  and  conditions:

          5.1. Number of Shares: Each option shall state the number of shares to
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which  it  pertains.

          5.2.  Option Exercise Price: Each option shall state the option price,
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which  shall  be  determined  at  the  Committee's  discretion.

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          5.3.  Method  of  Exercise:  An  option  shall be exercised by written
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notice to the Corporation stating the number of shares with respect to which the
option is being exercised and designating a time for the delivery thereof, which
shall  be  not  more than fifteen (15) days after notice is given unless another
date  was  mutually  agreed  upon.  At  the  time  specified  in the notice, the
Corporation shall deliver to the optionee at the Corporation's principal office,
or  other  appropriate place the Committee determines, a certificate(s) for such
shares  of  previously  authorized but unissued shares or acquired or reacquired
shares of Stock as the Corporation may elect. Notwithstanding the foregoing, the
Corporation may postpone delivery of any certificate(s) after notice of exercise
for  any  reasonable  period  required  to  comply  with  any applicable listing
requirements  of  any  national  or  other  securities exchange. In the event an
option  shall be exercisable by any person other than the optionee, the required
notice  under  this  section  shall  be accompanied by appropriate proof of such
person's  right  to  exercise  the  option.

          5.4.  Medium  and  Time  Payment: The option price shall be payable in
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full  upon  the exercise of the option by certified or bank cashier's check, the
promissory note of the optionee, or any equivalent form of payment acceptable to
the  Corporation.

          5.5.  Term of Option: The term of an option granted hereunder shall be
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determined  by the Committee at the time of grant, but shall not exceed ten (10)
years  from  the  day of the grant.  In no event shall any option be exercisable
after  the  expiration  of  its  term.

          5.6.  Adjustments  Upon  Changes  in  Capitalization:  Subject  to any
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required  shareholder  action,  the  number  of  shares of stock covered by each
outstanding  option  and  the  price  per  share  in  each  such option shall be
proportionately  adjusted  for  any increase or decrease in the number of issued
shares  of  Stock  of  the  Corporation  resulting  from:  (i)  a subdivision or
consolidation  of  shares; (ii) the payment of a stock dividend (but only on the
Stock);  (iii)  any  other  increase  or  decrease  in the number of such shares
effected  without  receipt  of  consideration by the Corporation; (iv) or, as to
Stock  issued  other  than  pursuant  to  a  stock option granted to a director,
officer, employee or a person rendering services as an independent contractor to
the  Corporation  or  any  Parent or Subsidiary, any increase or decrease in the
number  of shares made for per share consideration less than the option price of
such  option.  Any  fraction  of  a share subject to option that would otherwise
result  from  an  adjustment  pursuant  to  this  subparagraph  shall be rounded
downward  to  the  next  full  number  of  shares  without other compensation or
consideration  to  the  holder  of  the  option.

          Subject  to  any required shareholder action, if the Corporation shall
be  the  surviving  corporation in any merger or consolidation, each outstanding
option shall pertain and apply to the securities to which a holder of the number
of  shares  of  Stock  subject  to  the  option  would  have been entitled.  The
Corporation's  Board  of Directors may grant each optionee the right to exercise
his  or  her  option  in whole or in part immediately prior to the Corporation's
dissolution  or liquidation, or merger or consolidation in which the corporation
is  not  the  surviving corporation.  If the Corporation is consolidated with or
merged  into any other corporation, or if the Corporation sells or transfers all
or  substantially  all  of  its  assets, or if any other similar event affecting
shares  of  Stock  of the Corporation should occur, and if the exercisability of
the  options  is  not  accelerated  by  the Board of Directors and the acquiring
Corporation  assumes  the  Corporation's  obligations  under the options granted
under  this  Plan,  then  each optionee shall be entitled thereafter to purchase
shares of stock and other securities and property in the kind and amount, and at
the  price,  which  the  optionee would have been entitled had his or her option
been exercised prior to such event.  The Corporation shall make lawful provision
therefore  as  part  of  any  such  transaction.

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          To  the  extent  that  the  foregoing  adjustments  relate to stock or
securities  of  the  Corporation,  they  shall  be  made by the Committee, whose
determinations  shall  be  final,  binding  and  conclusive.

          The  grant  of  an option pursuant to the Plan shall not affect in any
way  the  Corporation's  right  or power to make adjustments, reclassifications,
reorganizations  or changes of its capital or business structure, or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its  business  or  assets.

          Whenever  the Corporation takes any action resulting in any adjustment
provided for in this Section 5.6, the Corporation shall forthwith deliver notice
of  the  action  to  optionee.  The  notice shall set forth the number of shares
subject  to  this  Option  and  the  purchase  price  thereof resulting from the
adjustment.

          5.7. Rights as a Shareholder: An optionee or a transferee of an option
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shall  have no rights as a shareholder with respect to any shares underlying his
or  her  option  until  the  date  the optionee is issued a certificate for such
shares.  No  adjustment  shall be made for dividends (ordinary or extraordinary,
whether  in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is issued,
except  as  provided  in  Section  5.6  above.

          5.8.  Modification,  Extension  and Renewal of Options: Subject to the
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terms  and  conditions and within the limitations of the Plan, the Committee may
modify,  extend  or  renew outstanding options granted under the Plan, or accept
the  surrender  of outstanding options (to the extent not theretofore exercised)
and  authorize  the  granting  of  new options in substitution therefore (to the
extent  not  theretofore  exercised).

          5.9. Other Provisions: The option agreements authorized under the Plan
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shall  contain such other provisions, including without limitation, restrictions
upon  the exercise of the option, as the Committee and the Board of Directors of
the  Corporation shall deem advisable.  Thus, for example, the Committee and the
Board  of  Directors  may  require  that all or any portion of an option granted
hereunder not be exercisable until a specified period of time has passed or some
other  event  has  occurred.

     6.     TERM OF PLAN:  Options may be granted pursuant to the Plan from time
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to  time  within a period of ten (10) years from the date the Plan is adopted by
the  Corporation's  Board  of  Directors  or  is  approved  by the Corporation's
shareholders,  whichever  occurs  earlier.  Termination  of  the  Plan shall not
affect  any  option  previously  granted.

          7.  AMENDMENT  OF THE PLAN: To the extent permitted by law and subject
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to  any  required  approval  by  the  Corporation's  shareholders,  the Board of
Directors  may  suspend or discontinue the Plan or revise or amend it in any way
with  respect  to  any  shares  not  subject  to  options  at  that  time.

          8. APPLICATION OF FUNDS: The proceeds received by the Corporation from
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the  sale  of  Stock  pursuant  to  options  may  be  used for general corporate
purposes.

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          9.  NO  OBLIGATION TO EXERCISE OPTION: The granting of an option shall
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impose  no  obligation  upon  the  optionee  to  exercise  such  option.

          10.  SECURITIES  LAWS  COMPLIANCE:  Notwithstanding anything contained
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herein,  the  Corporation  shall not be obligated to grant any option under this
Plan,  or  to  sell or issue any share pursuant to any option agreement executed
pursuant  to  the  Plan,  unless  the grant or sale is effectively registered or
exempt  from  registration  under the Securities Act of 1933, as amended, and is
qualified or exempt from qualification under the California Corporate Securities
Law  of  1968,  as  amended.

          As  adopted  by  the  Board  of  Directors  on May 2,  2003.

                                                 TMI  Holdings,  Inc.,
                                                 a  Florida  corporation



                                                  ______________________________
                                                  By:     Scott  Siegel
                                                  Its:     President