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

         1. PURPOSE: This Non-Qualified Stock Grant and Option Plan (the "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
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

                3.1.  General:  Any  person  who  performs  services  of special
importance 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.

                3.2.  Termination of Eligibility:  Any option granted  hereunder
shall  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


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(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 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
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 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 which it pertains.

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

                5.3. Method of Exercise: An option shall be exercised by written
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


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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 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 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
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  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 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 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
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 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
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
impose no obligation upon the optionee to exercise such option.

         10.  SECURITIES LAWS  COMPLIANCE:  Notwithstanding  anything  contained
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 April 29, 2003.

                                             TMI HOLDINGS, INC.,
                                             a Florida corporation


                                             /s/ Scott Siegel

                                             By:      Scott Siegel
                                             Its:     President