MARC DOUGLAS
                                2920 PADDOCK ROAD
                            FT. LAUDERDALE, FL  33331

                                December 18, 2002


Mr.  Matt  Dwyer
c/o  Brian  Lebrecht,  Esq.
2342  Avenida  Empresa
Suite  230
Rancho  Santa  Margarita,  CA  92688

     Re:     Stock  Purchase  Agreement (the "Purchase Agreement") dated October
             28,  2002  by  and  between  Matthew  Dwyer  and  Marc  Douglas.

Dear  Mr.  Dwyer:

     Pursuant  to Section 2.4 of the Purchase Agreement, you agreed to cause TMI
Holdings,  Inc. (the "Company") to pay certain liabilities of the Company within
21  days  of  the  closing  of  the  transaction  contemplated  by  the Purchase
Agreement.  This  letter  will confirm that I agree that such 21-day period will
begin  on  the  date  hereof.

     This  letter  also serve to advise you that I have paid, out of my personal
funds,  the  amount of $1,000 to the internal account listed on Exhibit C of the
Purchase  Agreement.  You had previously agreed to cause the Company to pay such
amount  to  the  internal  accountant.  Payment  by  the Company for this amount
should  be  paid  to  me  personally  and  not  to  the  internal  accountant.

     If  you  have  any  questions,  please  call  me  at  (954)  214-5912

                              Very  truly  yours,


                              /s/  Marc  Douglas
                              Marc  Douglas