CONSTRUCTION LOAN AGREEMENT

for a loan in the aggregate amount of up to

$370,000,000

MADE BY AND BETWEEN

KAPALUA BAY, LLC,
a Delaware limited liability company,
as Borrower

and

LEHMAN BROTHERS HOLDINGS INC.,
a Delaware corporation,
as Lender

Dated as of July 14, 2006

?Residences at Kapalua Bay?

                      EMPLOYMENT AGREEMENT


     This EMPLOYMENT AGREEMENT ("Agreement") is made and entered
into in Honolulu, Hawaii, effective as of the 6th day of
October 2003, by and between MAUI LAND & PINEAPPLE COMPANY, INC.
("Company" or "MLP"), a Hawaii corporation, whose principal place
of business is in the State of Hawaii, and DAVID C. COLE (the
"Executive").

     WHEREAS, Company desires to employ the Executive as its
President and Chief Executive Officer ("CEO"), and Executive is
willing to accept such employment  . . .

EMPLOYMENT AGREEMENT

This Employment Agreement (�Agreement�) is entered into as of May 1, 2006 (�Effective Date�) between Maui Land & Pineapple Company, Inc. (�Company�) and Robert I. Webber (�Executive�).

RECITALS

Company wishes to employ Executive and Executive wishes to accept such employment under the terms and conditions set forth in this Agreement.

IT IS AGREED as follows:

1.                           . . .

GUARANTY AGREEMENT

Dated as of September 29, 2006

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce GE Capital Public Finance, Inc., a Delaware corporation (herein, with its participants, successors and assigns, �Lender�), at its option, to provide financing to or for the account of Maui Pineapple Company, Ltd. (�Borrower�) or to engage in any other transactions with Borrower, the undersigned hereby: (a) absolutely and unconditionally guarantees to Lender the full and prompt payment when due, whether at maturity or  . . .

           INDEPENDENT CONSULTING SERVICES AGREEMENT


     THIS AGREEMENT is made effective as of the 1st day of
January 2004, by and between Maui Land & Pineapple Company, Inc.,
a Hawaii corporation, whose principal place of business and
mailing address is 120 Kane Street, Kahului, Hawaii 96733 ("MLP")
and Donald A. Young whose mailing address is 307 Paani Place,
Paia, Hawaii 96779 (hereinafter referred to as the "Contractor").

                           RECITALS:

     A.   Kapalua Land Company ("KLC") is a business unit of MLP
and is engaged  . . .

           INDEPENDENT CONSULTING SERVICES AGREEMENT


     THIS AGREEMENT is made effective as of the 1st day of
January 2004, by and between Maui Land & Pineapple Company, Inc.,
a Hawaii corporation, whose principal place of business and
mailing address is 120 Kane Street, Kahului, Hawaii 96733 ("MLP")
and Douglas R. Schenk whose mailing address is 372 Hoopalua
Drive, Pukalani, Hawaii 96768 (hereinafter referred to as the
"Contractor").

                           RECITALS:

     A.   MLP is forming a new business unit to be named Maui
Agricultural  . . .

                         AMENDMENT NO. 2
                               TO
                  LIMITED PARTNERSHIP AGREEMENT
                               OF
                   KAAHUMANU CENTER ASSOCIATES



          THIS AMENDMENT is made this 30th day of December, 2002,
between MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation
("MLP") and the EMPLOYEES' RETIREMENT SYSTEM OF THE STATE OF
HAWAII, a quasi-governmental agency ("ERS"):

                        WITNESSETH THAT:

          WHEREAS, MLP and ERS entered into that certain  . . .

                              material has been filed separately
                              with the Securities and Exchange
                              Commission.  The omitted material
                              consists of approximately two
                              pages.



                         AMENDMENT NO. 2
                               TO
                  LIMITED PARTNERSHIP AGREEMENT
                               OF
                   KAAHUMANU CENTER ASSOCIATES



          THIS AMENDMENT is made this 30th day of December, 2002,
between MAUI LAND  . . .

                   LOAN MODIFICATION AGREEMENT
                        (September 2001)

     THIS  AGREEMENT effective as of September 30, 2001,  by  and
among  MAUI  LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation
(the  "Borrower"),  BANK OF HAWAII, a Hawaii banking  corporation
("BOH"),  FIRST  HAWAIIAN  BANK,  a  Hawaii  banking  corporation
("FHB"),  CENTRAL  PACIFIC  BANK, a  Hawaii  banking  corporation
("CPB")  (BOH, FHB and CPB are each sometimes called  a  "Lender"
and  collectively called the "Lenders"),  . . .

                   LOAN MODIFICATION AGREEMENT
                           (June 2001)

     THIS  AGREEMENT effective as of June 30, 2001, by and  among
MAUI  LAND  & PINEAPPLE COMPANY, INC., a Hawaii corporation  (the
"Borrower"),  BANK  OF  HAWAII,  a  Hawaii  banking   corporation
("BOH"),  FIRST  HAWAIIAN  BANK,  a  Hawaii  banking  corporation
("FHB"),  CENTRAL  PACIFIC  BANK, a  Hawaii  banking  corporation
("CPB")  (BOH, FHB and CPB are each sometimes called  a  "Lender"
and  collectively called the "Lenders"), and  . . .

                   LOAN MODIFICATION AGREEMENT
                          (December 2000)


     THIS AGREEMENT effective as of December 11, 2000, by
and among MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii
corporation (the  "Borrower"), BANK OF HAWAII, a Hawaii
banking corporation ("BOH"), FIRST HAWAIIAN BANK, a Hawaii
banking corporation ("FHB"), CENTRAL PACIFIC BANK, a
Hawaii banking corporation ("CPB")(BOH, FHB and CPB are
each sometimes called a  "Lender" and collectively called
the "Lenders"), and BANK OF HAWAII, as  . . .