Exhibit
10.1


Execution
Version


STOCK
PURCHASE AGREEMENT


This
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 12, 2007
is made by and among Maui Land & Pineapple Company, Inc., a Hawaii
corporation, with headquarters located at 120 Kane Street, P.O. Box 187,
Kahului, Maui, Hawaii 96733 (the “Company”), and the investors named on
the signature pages hereto, together with their permitted transferees (each, an
“Investor” and collectively, the “Investors”).


RECITALS:


A.                                   The
Company and the Investors are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by Section
4(2) of the Securities Act, as amended (the “Securities Act”), and Rule
506 of Regulation D promulgated thereunder; and


B.                                     The
Investors desire to purchase, and the Company wishes to sell, upon the terms
and conditions stated in this Agreement, an aggregate of 517,242 shares of the
Company’s Common Stock (the “Common Shares”) for an aggregate purchase
price of $15,000,018.00.


AGREEMENT


NOW THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Investors hereby agree as follows:


ARTICLE I


DEFINITIONS


1.1                                Definitions.  In addition to the terms defined elsewhere in
this Agreement, the following terms used in this Agreement shall be construed
to have the meanings set forth below:


(a)                                  “Affiliate” of
a Person means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with
such Person, as such terms are used in and construed under Rule 144.


(b)                                 “AMEX” means
the American Stock Exchange LLC.


(c)                                  “Business Day”
means any day except Saturday, Sunday and any day that is a federal legal
holiday or a day on which banking institutions in the State of Hawaii are
authorized or required by law or other governmental action to close.


(d)                                 “Closing” means
the closing of the purchase and sale of the Common Shares pursuant to Section
2.1.


(e)                                  “Closing Date”
means the Business Day immediately following the date on which all the
conditions set forth in Article VIII hereof are satisfied, or such other
date as the parties may mutually agree.



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(f)                                    “Commission”
means the United States Securities and Exchange Commission.


(g)                                 “Common Stock”
means the common stock, no par value, of the Company.


(h)                                 “Common Stock
Equivalents” means, collectively, Options and Convertible Securities.


(i)                                     “Company
Counsel” means Stradling Yocca Carlson & Rauth, P.C., counsel to the
Company.


(j)                                     “Convertible
Securities” means any stock or securities (other than Options) convertible
into or exercisable or exchangeable for shares of Common Stock.


(k)                                  “Effective Date”
means the date that the registration statement required to be filed by the
Registration Rights Agreement is first declared effective by the Commission.


(l)                                     “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


(m)                               “Excluded Securities”
means (A) any Common Stock issued or issuable (i) by reason of a dividend,
stock split, split-up or other distribution on shares of Common Stock; (ii)
pursuant to Options or restricted stock grants issued to employees or directors
of, or consultants or advisors to, the Company or any of its Subsidiaries
pursuant to a plan, agreement or arrangement approved by the Board of Directors
of the Company; (iii) upon exercise or conversion of any Options or Convertible
Securities which are outstanding on the day immediately preceding the date of
this Agreement; (iv) pursuant to any bona fide firm commitment underwritten
public offering with a nationally recognized underwriter; (v) directly to a
counterparty, its affiliates or their respective stockholders in connection
with any bona fide acquisitions, mergers, asset acquisitions and similar
transactions approved by the Company’s Board of Directors the primary purpose
of which is not to raise equity capital; (vi) in connection with transactions
with lenders, customers, vendors or other commercial or strategic partners, the
terms of which are approved by the Board, in each case, the primary purpose of
which is not to raise equity capital, and (B) any Convertible Securities
of the Company sold pursuant to Rule 144A.


(n)                                 “Lien” means
any lien, charge, claim, security interest, encumbrance, right of first refusal
or other restriction.


(o)                                 “Options” means
any rights, warrants or options to subscribe for or purchase shares of Common
Stock or Convertible Securities.


(p)                                 “Person” means
an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity
of any kind.


(q)                                 “Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened in writing.



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(r)                                    “Purchase Price”
means, for any Investor, the product of (i) $29.00, which is the purchase price
per share for the Common Shares, and (ii) the number of Common Shares set forth
beneath such Investor’s name on the signature pages hereof.


(s)                                  “Registration
Rights Agreement” means the Registration Rights Agreement, dated as of the
date of this Agreement, among the Company and the Investors, in the form of Exhibit
A hereto.


(t)                                    “Registration
Statement” means a registration statement meeting the requirements set
forth in the Registration Rights Agreement and covering the resale by the
Investors of the Common Shares.


(u)                                 “Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


(v)                                 “Rule 144A”
means Rule 144A promulgated by the Commission pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule.


(w)                               “Securities Act”
means the Securities Act of 1933, as amended.


(x)                                   “Short Sales”
means, without limitation, all “short sales” as defined in Rule 3b-3 of the
Exchange Act.


(y)                                 “Subsidiary”
means any “significant subsidiary” as defined in Rule 1-02(w) of the Regulation
S-X promulgated by the Commission under the Exchange Act.


(z)                                   “Trading Market”
means AMEX or any national securities exchange, market or trading or quotation
facility on which the Common Stock is then listed or quoted.


(aa)                            “Transaction Documents”
means this Agreement and the Registration Rights Agreement.


ARTICLE II

PURCHASE AND SALE OF COMMON SHARES


2.1                                 Closing.  Subject to the terms and conditions set forth
in this Agreement, at the Closing, the Company will issue and sell to each
Investor, and each Investor will, severally and not jointly, purchase from the
Company the number of Common Shares set forth beneath such Investor’s name on
the signature pages hereof.  The Closing
shall take place at the offices of the Company Counsel on the Closing Date or
at such other location or time as the parties may agree.


2.2                                 Closing
Deliveries.


(a)                                  At the Closing, the
Company shall deliver or cause to be delivered to each of the Investors the
following:



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(i)                                     evidence
of delivery of an irrevocable instruction letter to the Company’s transfer
agent instructing the transfer agent to deliver a stock certificate evidencing
the Common Shares so purchased to each Investor within three days of such
instruction;


(ii)                                  the
Registration Rights Agreement, duly executed by the Company;


(iii)                               a
legal opinion of Company Counsel executed by such counsel;


(iv)                              certificate
of the Company signed by its Chief Executive Officer or Chief Financial Officer
and dated the Closing Date stating that the conditions in Section 8.2(c)-(d)
have been satisfied; and


(v)                                 a
certificate of the Company’s Secretary, attaching thereto (A) a copy of the
Company’s articles of incorporation, bylaws or other organizational or charter documents,
as then in effect, (B) resolutions adopted by the Company’s Board of Directors
authorizing the transactions contemplated hereby, and (C) good standing
certificates (including tax good standing) with respect to the Company from
applicable authorities in Hawaii and any other jurisdiction in which the
Company is qualified to do business, dated a recent date before the Closing.


(b)                                 At the Closing, each
of the Investors shall deliver or cause to be delivered to the Company the
following:


(i)                                     the
Purchase Price, in United States dollars and in immediately available funds, by
wire transfer to an account designated in writing by the Company for such
purpose; and


(ii)                                  the
Registration Rights Agreement, duly executed by the Investors.


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


Except as may be
set forth on the Disclosure Schedule attached hereto as Exhibit B to
this Agreement, which exceptions shall be deemed to be part of the
representations and warranties made hereunder, the Company hereby represents
and warrants to the Investors that:


3.1                                 Subsidiaries.
The Company has no direct or indirect Subsidiaries other than as specified in
the SEC Reports. The Company owns, directly or indirectly, all of the capital
stock of each Subsidiary, as reported in the SEC Reports, free and clear of any
and all Liens, other than restrictions on transfer under applicable securities
laws, and all the issued and outstanding shares of capital stock of each
Subsidiary are validly issued and are fully paid, non-assessable and free of
preemptive and similar rights.


3.2                                 Organization
and Qualification.  Each of the
Company and each Subsidiary is an entity duly incorporated or otherwise
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, as applicable, with the
requisite power and authority to own, lease and use its properties and assets
and to carry on its business as currently conducted. Neither the Company nor
any Subsidiary is in violation of any of the provisions of its respective
certificate or articles of incorporation, bylaws or other organizational or
charter documents.  Each of the Company
and each Subsidiary is duly qualified to conduct business and is in 



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good standing as a foreign corporation or
other entity in each jurisdiction in which the nature of the business conducted
or property owned or leased by it makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the case may be,
would not, individually or in the aggregate, have (i) a material and adverse
effect on the legality, validity or enforceability of any Transaction Document,
(ii) a material and adverse effect on the results of operations, assets,
capitalization, business or condition (financial or otherwise) of the Company
and the Subsidiaries, taken as a whole, or (iii) a material adverse impairment
to the Company’s ability to perform on a timely basis its obligations under any
Transaction Document (as used in this Agreement, any of (i), (ii) or (iii),
shall be referred to as a “Material Adverse Effect”).


3.3                                 Authorization;
Enforcement.  The Company has the
requisite corporate power and authority to enter into and to consummate the
transactions contemplated by each of the Transaction Documents and otherwise to
carry out its obligations thereunder. 
The execution and delivery of each of the Transaction Documents by the
Company and the consummation by it of the transactions contemplated thereby
have been duly authorized by all necessary action on the part of the Company,
its officers, directors and stockholders and no further action is required by
such parties in connection therewith other than the filings referred to in Section
3.5 hereof and required pursuant to Section 6.4 hereof.  Each Transaction Document has been (or upon
delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof, will constitute the valid and binding
obligation of the Company enforceable against the Company in accordance with
its terms, except (i) as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally the enforcement of, creditors’ rights and
remedies or by other equitable principles of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may
be limited by applicable law.


3.4                                 No
Conflicts.  The execution, delivery
and performance of the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated thereby do not and
will not (i) conflict with or violate any provision of the Company’s or any
Subsidiary’s certificate or articles of incorporation, bylaws or other
organizational or charter documents, or (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both)
of, any agreement, credit facility, debt or other instrument (evidencing a
Company or Subsidiary debt or otherwise) or other understanding to which the
Company or any Subsidiary is a party or by which any property or asset of the
Company or any Subsidiary is bound or affected, or (iii) result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the Company or a
Subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii),
such as would not, individually or in the aggregate, have a Material Adverse
Effect.


3.5                                 Filings,
Consents and Approvals.  The Company
is not required to obtain any consent, waiver, authorization or order of, give
any notice to, or make any filing or registration with, any court or other
federal, state, local or other governmental authority or other Person in
connection with the execution, delivery and performance by the Company of the
Transaction Documents, other than (i) the filing with the Commission of one or
more Registration Statements in accordance with the requirements of the
Registration Rights Agreement, (ii) filings required by state securities laws,



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and the timely filing of a Notice of Sale of
Securities on Form D with the Commission, (iii) the filings required in
accordance with Section 6.4, and (iv) those that have been made or
obtained prior to the date of this Agreement.


3.6                                 Issuance
of the Common Shares.  The purchased
Common Shares have been duly authorized for issuance and sale pursuant to the
terms of the Transaction Documents by all necessary action by the Company and
its stockholders and, when issued, delivered and paid for in accordance with
the Transaction Documents, will be duly and validly issued, fully paid and
nonassessable, free and clear of all Liens and shall not be subject to
preemptive or similar rights of stockholders. 
The purchased Common Shares will be issued from a share reserve duly
established by the Company, and following the issuance of the purchased Common
Shares, the Company will have authorized and shall maintain sufficient reserves
of shares of Company capital stock to satisfy all outstanding options, warrants,
rights to subscribe to, or securities or rights convertible into, any shares of
capital stock of the Company


3.7                                 Capitalization.  The number of shares and type of all
authorized, issued and outstanding capital stock of the Company, and all shares
of Common Stock reserved for issuance under the Company’s various option and
incentive plans as of March 5, 2007 is set forth in Section 3.7 of the
Disclosure Schedule.  Except as set forth
in Section 3.7 of the Disclosure Schedule, there are no outstanding options,
warrants, rights to subscribe to, or securities or rights convertible into, any
shares of capital stock of the Company. 
No securities of the Company are entitled to preemptive or similar
rights, and no Person has any right of first refusal, preemptive right, right
of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents, and, except as set forth in the SEC
Reports, there are no outstanding options, warrants, scrip rights to subscribe
to, calls or commitments of any character whatsoever relating to, or
securities, rights or obligations convertible into or exchangeable for, or
giving any Person any right to subscribe for or acquire, any shares of Common
Stock, or contracts, commitments, understandings or arrangements by which the
Company or any Subsidiary is or may become bound to issue additional shares of
Common Stock, or securities or rights convertible or exchangeable into shares
of Common Stock.  The issue and sale of
the Common Shares will not, immediately or with the passage of time, obligate
the Company to issue shares of Common Stock or other securities to any Person
(other than the Investors) and will not result in a right of any holder of
Company securities to adjust the exercise, conversion, exchange or reset price
under such securities.


3.8                                 SEC
Reports.  Since January 1, 2004, the
Company has filed all reports required to be filed by it under the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials
(together with any materials filed by the Company under the Exchange Act,
whether or not required) being collectively referred to herein as the “SEC
Reports” and, together with this Agreement and the Disclosure Schedule, the
“Disclosure Materials”) on a timely basis or has properly filed a notice
on Form 12b-25 with respect to an extension of such time of filing and has
filed any such SEC Reports prior to the expiration of any such extension. As of
each of their respective dates of filing, the SEC Reports complied in all
material respects with the requirements of the Securities Act and the Exchange
Act and the rules and regulations of the Commission promulgated thereunder, and
none of the SEC Reports, when filed, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The Company has
attached to the SEC Reports each document, contract or other agreement that the
Company was required to attach to such report as a material contract pursuant
to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Material
Contract”). Each description 



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of each Material Contract in the SEC Reports
reflects in all material respects the material terms of such Material
Contract.  Each Material Contract is in
full force and effect and is valid and enforceable by and against the Company
or its subsidiaries, as the case may be, in accordance with its terms.  Neither the Company nor any of its
subsidiaries, if a subsidiary is a party, nor to the Company’s knowledge, any
other party is in default in the observance or performance of any term or
obligation to be performed by it under any Material Contract, and no event has
occurred which with notice or lapse of time or both would constitute such a
default by the Company or its subsidiaries, nor, to the Company’s Knowledge, by
any other party thereto, in any such case which default or event, individually
or in the aggregate, would result in a Material Adverse Effect.  No default exists, and no event has occurred
which with notice or lapse of time or both would constitute a default, in the
due performance and observance of any term, covenant or condition, by the
Company or its subsidiaries, if a subsidiary is a party thereto, of any other
agreement or instrument to which the Company or any of its subsidiaries is a
party or by which Company or its properties or business or a subsidiary or its properties
or business is bound which default or event, individually or in the aggregate,
would result in a Material Adverse Effect.


3.9                                 Financial
Statements. The financial statements of the Company included in the SEC
Reports comply in all material respects with applicable accounting requirements
and the rules and regulations of the Commission with respect thereto as in
effect at the time of filing.  Such
financial statements have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent basis during
the periods indicated (“GAAP”), except as may be otherwise specified in
such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its
consolidated Subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, year-end audit adjustments disclosed therein.


3.10                           Accountants.  Deloitte & Touche LLP, whose report on
the financial statements of the Company is filed with the SEC in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2005, are
independent registered public accountants as required by the Securities Act and
the Rules and Regulations.  Except as
described in the SEC Reports and as preapproved in accordance with the requirements
set forth in Section 10A of the Exchange Act, to the Company’s knowledge,
Deloitte & Touche LLP has not engaged in any non-audit services prohibited
by subsection (g) of Section 10A of the Exchange Act on behalf of the Company.


3.11                           Internal
Controls.   The Company has
established and maintains a system of internal accounting controls sufficient
to provide reasonable assurances that: 
(i) transactions are executed in accordance with management’s general or
specific authorization; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles in the United States and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.


3.12                           Audit Committee.  The Company’s Board of Directors
has validly appointed an Audit Committee whose composition satisfies the
requirements of Sections 121 and 803(a) of the AMEX Company Guide and the Board
of Directors and/or the Audit Committee has adopted a charter that satisfies
the requirements of Section 121 of the AMEX Company Guide.  The Audit Committee has reviewed the adequacy
of its charter within the past 12 months.



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3.13                           Disclosure
Controls.  The Company has
established and maintains disclosure controls and procedures (as such term is
defined in Rules 13a-15 and 15d-15 under the Exchange Act).  Since the date of the most recent evaluation
of such disclosure controls and procedures, there have been no significant
changes in internal controls or in other factors that could significantly
affect internal controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.  The Company is in compliance in all material
respects with all provisions currently in effect and applicable to the Company of
the Sarbanes-Oxley Act of 2002, and all rules and regulations promulgated
thereunder or implementing the provisions thereof.


3.14                           Absence
of Certain Changes.  Except as
disclosed in the SEC Reports, since September 30, 2006, there has been no
event, occurrence or development that has had or that would reasonably be
expected to result in a Material Adverse Effect, and the Company has not (i)
varied its business plan or practices, in any material respect, from past
practices, (ii) entered into any material financing, joint venture, license or similar
arrangements or (iii) suffered or permitted to be incurred any liability or
obligation against any of its properties or assets that would limit or restrict
its ability to perform its obligations hereunder.


3.15                           Absence
of Litigation.  Except as disclosed
in the Company’s SEC Reports, there is no Proceeding, or, to the Company’s
knowledge, inquiry or investigation, before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the
knowledge of the Company, threatened against or affecting the Company or any of
its Subsidiaries that would, individually or in the aggregate, have a Material
Adverse Effect.


3.16                           Compliance.  Neither the Company nor any Subsidiary (i) is
in violation of any order of any court, arbitrator or governmental body, or
(ii) is or has been in violation of any statute, rule or regulation of any
governmental authority, including without limitation all foreign, federal,
state and local laws relating to taxes, environmental protection, occupational
health and safety, product quality and safety and employment and labor matters,
except in each case as would not, individually or in the aggregate, have a
Material Adverse Effect.


3.17                           Regulatory
Permits. The Company and the Subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal, state, local or
foreign regulatory authorities necessary to conduct their respective businesses
as described in the SEC Reports, except where the failure to possess such
permits would not, individually or in the aggregate, have a Material Adverse
Effect (“Material Permits”), and neither the Company nor any Subsidiary
has received any notice of proceedings relating to the revocation or
modification of any Material Permit.


3.18                           Title
to Assets.  Each of the Company and
its Subsidiaries has good title to or a valid leasehold interest in all of its
properties that are material to their respective businesses, in each case free
and clear of all Liens, except for (1) statutory liens not yet delinquent which
are being contested in good faith by appropriate proceedings, and liens for
taxes not yet due, (2) pledges of assets in the ordinary course of business to
secure public deposits, (3) defects and irregularities of title and
encumbrances that do not materially impair the use thereof for the purposes for
which they are held, (4) mechanics’, materialmen’s, workmen’s, repairmen’s,
warehousemen’s, carriers’ and other similar liens arising in the ordinary
course of business, (5) properties and assets the loss of which would not,
individually or in the aggregate, have a Material Adverse Effect, and
(6) Liens disclosed in the SEC Reports.



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3.19                           Intellectual
Property Rights.  The Company owns or
possesses the licenses or rights to use all patents, patent applications,
patent rights, inventions, know-how, trade secrets, trademarks, trademark
applications, service marks, service names, trade names and copyrights
necessary to enable it to conduct its business as now operated or as currently
proposed to be operated (the “Intellectual Property”).  Except as set forth in the SEC Reports, there
are no material outstanding options, licenses or agreements relating to the
Intellectual Property, nor is the Company bound by or a party to any material
options, licenses or agreements relating to the patents, patent applications,
patent rights, inventions, know-how, trade secrets, trademarks, trademark
applications, service marks, service names, trade names or copyrights of any
other person or entity.  Except as disclosed
in the SEC Reports, there is no claim or action or proceeding pending or, to
the Company’s knowledge, threatened that challenges the right of the Company
with respect to any Intellectual Property. 
Except as set forth in the SEC Reports, to the knowledge of the Company,
the Company’s Intellectual Property does not infringe any intellectual property
rights of any other person which, if the subject of an unfavorable decision,
ruling or finding would have a Material Adverse Effect.


3.20                           Tax
Status.  The Company has timely made
or filed all federal, state and foreign income and all other tax returns,
reports and declarations required by any jurisdiction to which it is subject
(unless and only to the extent that the Company has set aside on its books
provisions reasonably adequate for the payment of all unpaid and unreported
taxes) and has timely paid all taxes and other governmental assessments and
charges, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith, and has set aside on
its books provisions reasonably adequate for the payment of all taxes for
periods subsequent to the periods to which such returns, reports or
declarations apply.  To the knowledge of
the Company, there are no unpaid taxes claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis
for any such claim.  Except as set forth
in Section 3.20 of the Disclosure Schedule, the Company has not executed a
waiver with respect to the statute of limitations relating to the assessment or
collection of any foreign, federal, state or local tax.  Except as set forth in Section 3.20 of
the Disclosure Schedule, none of the Company’s tax returns is presently being
audited by any taxing authority.


3.21                           Environmental
Laws.  Except as set forth in Section
3.21 of the Disclosure Schedule, the Company (i) is in compliance with all
applicable foreign federal, state and local laws and regulations relating to
the protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants (“Environmental Laws”),
(ii) has received all permits, licenses or other approvals required of them
under applicable Environmental Laws to conduct its business and (iii) is in
compliance with all terms and conditions of any such permit, license or
approval where, in each of the three foregoing clauses, the failure to so
comply would have, individually or in the aggregate, a Material Adverse Effect.


3.22                           Employment
Matters.  The Company is in
compliance with all federal, state, local and foreign laws and regulations
respecting employment and employment practices, terms and conditions of
employment and wages and hours, except where failure to be in compliance would
not, individually or in the aggregate, have a Material Adverse Effect.  Except for certain agricultural and resort
employees who are covered by collective bargaining agreements, the Company is
not bound by or subject to (and none of its assets or properties is bound by or
subject to) any written or oral, express or implied, contract, commitment or
arrangement with any labor union, and no labor union has requested or, to the
Company’s knowledge, has sought to represent any of the employees,
representatives or agents of the Company. 
There is no strike or other labor dispute involving the Company pending,
or to the Company’s knowledge, threatened nor is the Company aware of any 



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labor organization activity involving its
employees.  The Company is not aware that
any officer or key employee, or that any group of officers or key employees,
intends to terminate their employment with the Company, nor does the Company
have a present intention to terminate the employment of any of the foregoing.


3.23                           Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, none
of the officers or directors of the Company and, to the knowledge of the
Company, none of the employees of the Company is presently a party to any
transaction with the Company or any Subsidiary (other than for services as
employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the
Company, any entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner.


3.24                           No
Brokers.  The Company has taken no
action which would give rise to any claim by any person for brokerage
commissions, finder’s fees or similar payments relating to the Transaction
Documents.


3.25                           Insurance.  The Company and the Subsidiaries are insured
by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent
and customary in the businesses in which the Company and such Subsidiaries are
engaged.


3.26                           Investment
Company Status.  The Company is not
and upon consummation of the sale of the Common Shares will not be an “investment
company,” a company controlled by an “investment company” or an “affiliated
person” of, or “promoter” or “principal underwriter” for, an “investment company”
as such terms are defined in the Investment Company Act of 1940, as amended.


3.27                           Private
Placement.  Neither the Company nor
any of its subsidiaries or affiliates, nor any Person acting on its or their
behalf, (i) has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D under the Securities Act) in
connection with the offer or sale of the Common Shares, (ii) has, directly or
indirectly, made any offers or sales of any security or solicited any offers to
buy any security, under any circumstances that would require registration of
the Common Shares under the Securities Act or (iii) has issued any shares of
Common Stock or shares of any series of preferred stock or other securities or
instruments convertible into, exchangeable for or otherwise entitling the
holder thereof to acquire shares of Common Stock which would be integrated with
the sale of the Common Shares to such Purchaser for purposes of the Securities
Act or of any applicable stockholder approval provisions, including, without
limitation, under the rules and regulations of any exchange or automated
quotation system on which any of the securities of the Company are listed or
designated, nor will the Company or any of its subsidiaries or affiliates take
any action or steps that would require registration of any of the Common Shares
under the Securities Act or cause the offering of the Common Shares to be
integrated with other offerings. 
Assuming the accuracy of the representations and warranties of the
Investors, the offer and sale of the Common Shares by the Company to the Investors
pursuant to this Agreement will be exempt from the registration requirements of
the Securities Act.



 10
 









3.28                           Listing and Maintenance
Requirements. The Company is in compliance with the requirements of AMEX
for continued listing of the Common Stock thereon and has not received any
notification that, and has no knowledge that, AMEX is contemplating terminating
such listing nor, to the Company’s knowledge, is there any basis therefor. The
issuance and sale of the Common Shares under the Transaction Documents does not
contravene the rules and regulations of AMEX, and no approval of the
shareholders of the Company thereunder is required for the Company to issue and
deliver to the Investors the maximum number of Common Shares contemplated by
the Transaction Documents.  The Common
Shares contemplated by the Transaction Documents have been duly authorized for
listing on the AMEX.


3.29                           Application
of Takeover Protections. There is no control share acquisition, business
combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s charter documents
or the laws of its state of incorporation that is or could become applicable to
the Investors as a result of the Investors and the Company fulfilling their
obligations or exercising their rights under the Transaction Documents,
including, without limitation, as a result of the Company’s issuance of the
Common Shares and the Investors’ ownership of the Common Shares.


3.30                           Reporting
Status; Eligibility to Use Form S-3. 
The Company’s Common Stock is registered under Section 12(b) of the
Exchange Act.  The Company currently
meets the “registrant eligibility” requirements set forth in the general
instructions to Form S-3 to enable the registration of the Common Shares.


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE INVESTORS


Each
Investor represents and warrants to the Company, severally and solely with
respect to itself and its purchase hereunder and not with respect to any other
Investor, that:


4.1                                 Organization;
Authority.  Such Investor is an
entity duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization with the requisite corporate or
partnership power and authority to enter into and to consummate the
transactions contemplated by the applicable Transaction Documents and otherwise
to carry out its obligations thereunder. The execution, delivery and
performance by such Investor of the transactions contemplated by this Agreement
has been duly authorized by all necessary corporate or, if such Investor is not
a corporation, such partnership, limited liability company or other applicable
like action, on the part of such Investor. Each of this Agreement and the
Registration Rights Agreement has been duly executed by such Investor, and when
delivered by such Investor in accordance with terms the hereof, will constitute
the valid and legally binding obligation of such Investor, enforceable against
it in accordance with its terms, except (i) as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally the enforcement
of, creditors’ rights and remedies or by other equitable principles of general
application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.



 11
 









4.2                                 Investment
Purpose.  The Investor is purchasing
the Common Shares for its own account in the ordinary course of business and
not with a present view toward the public sale or distribution thereof, except
pursuant to sales registered or exempted from registration under the Securities
Act; provided, however, that by making the representation herein,
such Investor does not agree to hold any of the Common Shares for any minimum
or other specific term and reserves the right to dispose of the Securities at
any time in accordance with or pursuant to a registration statement or an
exemption from registration under the Securities Act.


4.3                                 Investor
Status; Reliance on Exemptions.  At
the time such Investor was offered the Common Shares, it was, and at the date
hereof it is an “accredited investor” as defined in Rule 501(a) under the
Securities Act.  Such Investor is not
required to be registered as a broker-dealer under Section 15 of the Exchange
Act.  Such Investor understands that the
Common Shares are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and
state securities laws and that the Company is relying upon the truth and
accuracy of, and such Investor’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of such Investor set
forth herein in order to determine the availability of such exemptions and the
eligibility of such Investor to acquire the Common Shares.


4.4                                 Experience
of the Investor. Such Investor has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Common Shares, and
has so evaluated the merits and risks of such investment. Such Investor is able
to bear the economic risk of an investment in the Common Shares and, at the
present time, is able to afford a complete loss of such investment.


4.5                                 General
Solicitation. Such Investor is not purchasing the Common Shares as a result
of any advertisement, article, notice or other communication regarding the
Common Shares published in any newspaper, magazine or similar media or
broadcast over television or radio or presented at any seminar or any other
general solicitation or general advertisement.


4.6                                 Access to
Information. Such Investor acknowledges that it has reviewed the Disclosure
Materials and has been afforded (i) the opportunity to ask such questions as it
has deemed necessary of, and to receive answers from, representatives of the
Company concerning the terms and conditions of the offering of the Common
Shares and the merits and risks of investing in the Common Shares; (ii) access
to information about the Company and the Subsidiaries and their respective
financial condition, results of operations, business, properties, management
and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or
can acquire without unreasonable effort or expense that is necessary to make an
informed investment decision with respect to the investment. Neither such
inquiries nor any other investigation conducted by or on behalf of such
Investor or its representatives or counsel shall modify, amend or affect such
Investor’s right to rely on the truth, accuracy and completeness of the
Disclosure Materials and the Company’s representations and warranties contained
in the Transaction Documents.


4.7                                 Governmental
Review.  Such Investor understands
that no United States federal or state agency or any other government or
governmental agency has passed on or made any recommendation or endorsement of
the Common Shares or the fairness or suitability of the investment in the
Common Shares nor have such authorities passed upon or endorsed the merits of
the offering of the Common Shares.



 12
 









4.8                                 Short
Sales. Such Investor has not directly or indirectly, nor has any Person
acting on behalf of or pursuant to any understanding with such Investor,
executed any Short Sales in the securities of the Company since the date that
such Investor was first contacted regarding an investment in the Company (“Discussion
Time”).


4.9                                 Transfer
or Resale.  Such Investor understands
that:


(a)                                  except as provided in
the Registration Rights Agreement, the Common Shares have not been and are not
being registered under the Securities Act or any applicable state securities
laws and, consequently, such Investor will not be afforded the protection of
Section 11 of the Securities Act, and such Investor may have to bear the risk
of owning the Common Shares for an indefinite period of time because the Common
Shares may not be transferred unless (i) the resale of the Common Shares is
registered pursuant to an effective registration statement under the Securities
Act; (ii) the Common Shares may be sold or transferred pursuant to an exemption
from such registration; or (iii) the Common Shares are sold or transferred
pursuant to Rule 144;


(b)                                 any sale of the Common
Shares made in reliance on Rule 144 may be made only in accordance with the
terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Common
Shares under circumstances in which the seller (or the person through whom the
sale is made) may be deemed to be an underwriter (as that term is defined in
the Securities Act) may require compliance with some other exemption under the
Securities Act or the rules and regulations of the SEC thereunder; and


(c)                                  except as set forth
in the Registration Rights Agreement, neither the Company nor any other person
is under any obligation to register the Common Shares under the Securities Act
or any state securities laws or to comply with the terms and conditions of any
exemption thereunder.


4.10                           Legends.  The Investor understands that until (a) the
Common Shares may be sold by such Investor under Rule 

144(k) or (b) such time as the resale of the Common Shares has been registered
under the Securities Act as contemplated by the Registration Rights Agreement,
the certificates representing the Common Shares will bear a restrictive legend
in substantially the following form (and a stop-transfer order may be placed
against transfer of the certificates for such Common Shares):


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.  THE SECURITIES MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR
TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THOSE LAWS.


The legend set forth
above will be removed and the Company will issue a certificate without the
legend to the holder of any certificate upon which it is stamped, in accordance
with the terms of Article VII hereof.



 13
 









4.11                           No
Legal, Tax or Investment Advice. Such Investor understands that nothing in
this Agreement or any other materials presented by or on behalf of the Company
to such Investor in connection with the purchase of Common Shares constitutes
legal, tax or investment advice. Such Investor has consulted such legal, tax
and investment advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its purchase of the purchased Common Shares.


4.12                           Residency.  Such Investor is a resident of (or, if an
entity, has its principal place of business in) the jurisdiction set forth
immediately below such Investor’s name on the signature pages hereto.


ARTICLE V


CERTAIN
OTHER AGREEMENTS OF THE PARTIES


5.1                                 Right
of First Refusal.  Subject to the
terms and conditions of this Section 5.1 and applicable securities laws,
if the Company proposes to offer or sell any newly issued shares of Common
Stock or Common Stock Equivalents (collectively, the “New Securities”),
the Company shall first offer such New Securities to each Investor (the “Offer”).


(a)                                  The Company shall
give notice (the “Offer Notice”) to each Investor, stating (i) its bona
fide intention to offer such New Securities, (ii) the number of such New
Securities to be offered, and (iii) the price and terms, if any, upon which it
proposes to offer such New Securities.


(b)                                 To accept an Offer, in
whole or in part, such Investor must deliver a written notice (“Notice of
Acceptance”) to the Company prior to the end of the tenth (10th) Business Day after such Investor’s
receipt of the Offer Notice (the “Offer Period”), setting forth the
amount of New Securities that such Investor elects to purchase or otherwise
acquire (at the price and on the terms specified in the Offer Notice), which
amount can be up to that portion of the New Securities equal to such Investor’s
pro rata equity investment in the Company (provided, for purposes of this Section
5.1, an Investor’s “pro rata equity investment,” shall mean the ratio of
(i) the total number of shares of Common Stock held by such Investor to (ii)
the total number of Common Shares sold by the Company to the Investors pursuant
to this Agreement.


(c)                                  The Company shall
have ninety (90) days after expiration of the Offer Period to sell or enter
into an agreement (pursuant to which the sale of New Securities covered thereby
shall be closed, if at all, within sixty (60) days from the date of said
agreement) to sell all or any part of such New Securities as to which a Notice
of Acceptance has not been given by the Investors (the “Refused Securities”),
but only to the offerees described in the Offer Notice (if so described
therein) and only upon terms and conditions that are not more favorable to the
acquiring person or persons or less favorable to the Company than those set
forth in the Offer Notice.


(d)                                 Upon the closing of
the issuance, sale or exchange of all or less than all of the Refused
Securities, the Investors shall acquire from the Company, and the Company shall
issue to the Investors, the number or amount of New Securities specified in the
Notices of Acceptance, upon the terms and conditions specified in the Offer.
The purchase by the Investors of any Offered Securities is subject in all cases
to the preparation, execution and delivery by the Company and the Investors of
a purchase agreement relating to such New Securities reasonably satisfactory in
form and substance to the Investors and their respective counsel.



 14
 









(e)                                  The right of first
refusal in this Section 5.1 shall not apply in connection with the
issuance of any Excluded Securities.


(f)                                    The obligations of
the Company under this Section 5.1 shall terminate on the earlier to occur of
the following: (i) a sale, merger, consolidation or reorganization of the
Company; or (ii) at any time after the date of this Agreement that an Investor
shall own less than 100,000 shares of Common Stock of the Company, but with
respect only to such Investor.


(g)                                 The
right of first refusal set forth in this Section 5.1 is nonassignable, except
that (a) such right is assignable by each Investor to any Affiliate of such
Investor, (b) such right is assignable between the Investors, (c) upon the
death of any individual Investor, such right shall pass to the beneficiaries
under the deceased Investor’s last will and testament or to the distributees of
the deceased Investor’s estate, and (d) such right is assignable by a
partnership or limited liability company to its partners or members, as
applicable.


5.2                                 Information
and Inspection Rights. For so long as an Investor (i) continues to hold at
least 100,000 shares of Common Stock of the Company, and (ii) executes and
delivers to the Company a confidentiality agreement in form and substance
reasonably satisfactory to the Company or is otherwise subject to obligations
of confidentiality resulting from a fiduciary relationship, then such Investor
(or its agents or representatives thereof in the case of Section 5.2(f)),
upon request, shall have the right to:


(a)                                  Monthly Reports:  as soon as available and in any event within
thirty (30) days after the end of each calendar month, a copy of (i) an
unaudited condensed consolidated balance sheet as of the end of such month and
as of the end of the preceding fiscal year, (ii) an unaudited condensed
consolidated statement of operations and retained earnings for such month and
for the period commencing at the end of the previous fiscal year and ending
with the end of such month, and (iii) an unaudited condensed consolidated
statement of cash flows for such month and for the period commencing at the end
of the previous fiscal year and ending with the end of such month, setting
forth in each case in comparative form the corresponding figures for the
corresponding period of the preceding fiscal year;


(b)                                 Quarterly Reports:  as soon as available and in any event within
forty (40) days after the end of each of the first three quarters of each
fiscal year of the Company, a copy of the unaudited quarterly financial
statements of the Company included in the SEC Reports;


(c)                                  Annual Reports:  as soon as available and in any event within
seventy-five (75) days after the end of each fiscal year of the Company, a copy
of the audited financial statements of the Company included in the SEC Reports;


(d)                                 Annual Budget:  within thirty (30) days after the beginning
of the Company’s fiscal year, a copy of the Company’s annual operating budget
and detailed income statement projections and cash flow projections for the
Company during each month during such period, all in reasonable detail together
with underlying assumptions, and including a reasonably detailed operating plan
for the year (“Annual Budget”).


(e)                                  Comparison of
Annual Budget:  if previously made
available to the Board of Directors, a comparison of the Annual Budget to the
audited financial statements of the Company included in the SEC Reports.



 15
 









(f)                                    Board and Board
Committee Meeting Materials:  any
documentation distributed to members before, during and after, all meetings of
the Board of Directors and all meetings of any committee of the Board of
Directors; provided, however, that the Company
reserves the right to withhold access to any material or portion thereof
provided to the directors or members of such committee, if the Board of
Directors believes in reliance upon the advice of counsel that such exclusion
is reasonably necessary to preserve the attorney-client privilege.


(g)                                 Inspection:  Visit and inspect the Company’s properties,
to examine its books of account and records, and to discuss the Company’s
affairs, finances and accounts with Company management, all at such times as
may be reasonably requested by such Investor during the Company’s normal
business hours.


5.3                                 Observation
Rights.  For so long as the Investors
continue to hold at least 300,000 shares of Common Stock of the Company, in the
aggregate, then the Investors shall have the right to designate one person who
shall be entitled to notice of, to attend, and participate in, as a non-voting
observer, and to any documentation distributed to members before, during and
after, all meetings of the Board of Directors and all meetings of any committee
of the Board of Directors excluding any committee meeting of the Board of
Directors where the committee is required to be comprised solely of independent
directors or, in the event that less than all of the committee members are
required to be independent, where the presence of such observer would cause the
composition of such committee to not be in compliance with the AMEX Company
Guide, as it exists at the time of the committee meeting at issue.  The Company reserves the right to exclude
such observer from any meeting of the Board of Directors or any committee
thereof, and to withhold access to any material or portion thereof provided to
the directors or members of such committee, if the Board of Directors believes
(a) in reliance upon the advice of counsel that such exclusion is reasonably
necessary to preserve the attorney-client privilege, or (b) the Board of
Directors determines in good faith that there exists a conflict of interest
with respect to such observer and a particular matter or transaction under
consideration by the Board of Directors. 
The Company will use its best efforts to ensure that any withholding of
information or any restriction on attendance as set forth above is strictly
limited only to the extent necessary as set forth in the two preceding sentences.  The Company will reimburse the observers
appointed pursuant to this Section 5.3 for all reasonable out-of-pocket
expenses incurred by them in attending meetings of the Board of Directors
and/or committees thereof.


ARTICLE
VI

COVENANTS


6.1                                 Best Efforts.  Each party will use its reasonable best
efforts to satisfy in a timely fashion each of the conditions to be satisfied
by it under Article VIII of this Agreement.


6.2                                 Form
D; Blue Sky Laws.  The Company will
timely file a Notice of Sale of Securities on Form D with respect to the Common
Shares, as required under Regulation D promulgated by the Commission under the
Securities Act.  The Company will, on or
before the Closing Date, take such action as it reasonably determines to be
necessary to qualify the Common Shares for sale to the Investors under this
Agreement under applicable securities (or “blue sky”) laws of the states of the
United States (or to obtain an exemption from such qualification).


6.3                                 No
Integration.  The Company shall not,
and shall use its best efforts to ensure that no Affiliate of the Company
shall, make any offers or sales of any security or solicit offers to buy or



 16
 









otherwise negotiate in respect of any offer
or sale of any security (other than the Common Shares) under circumstances that
would cause the offering of the Common Shares to be integrated with any other
offering of securities by the Company (i) for the purpose of any stockholder
approval provision applicable to the Company or its securities or (ii) for
purposes of any registration requirement under the Securities Act.


6.4                                 Securities
Laws Disclosure.  The Company will
file a Current Report on Form 8-K disclosing the material terms of the
Transaction Documents within four (4) Business Days after the date of this
Agreement; provided, that,
subject to such filing requirements, the Company shall provide the Investors with
a reasonable opportunity to review and comment on the Form 8-K before the
Company files it with the Commission.  In
addition, the Company will make such other filings and notices in the manner
and time required by the Commission and AMEX.


6.5                                 Indemnification.  In consideration of each Investor’s execution
and delivery of this Agreement and its acquisition of the Common Shares
hereunder, and in addition to all of the Company’s other obligations under this
Agreement and the Registration Rights Agreement, the Company will defend,
protect, indemnify and hold harmless each Investor and each other holder of the
Common Shares and all of their stockholders, officers, directors, employees and
direct or indirect investors and any of the foregoing person’s agents or other
representatives (collectively, the “Indemnitees”) from and against any
and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith (regardless
of whether any such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys’ fees
and disbursements (the “Indemnified Liabilities”), incurred by an
Indemnitee as a result of, or arising out of, or relating to (a) any breach of
any representation or warranty made by the Company herein or in any other
certificate, instrument or document contemplated hereby or thereby, (b) any
breach of any covenant, agreement or obligation of the Company contained herein
or in any other certificate, instrument or document contemplated hereby or
thereby or (c) any cause of action, suit or claim brought or made against such
Indemnitee and arising out of or resulting from the execution, delivery,
performance, breach or enforcement of this Agreement or the Registration Rights
Agreement by the Company.  To the extent
that the foregoing undertaking by the Company is unenforceable for any reason,
the Company will make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities that is permissible under applicable
law.


The
Indemnitees shall have the right to employ separate counsel in any such
proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnitees, unless: (i) the
Company has agreed in writing to pay such fees and expenses; (ii) the Company
shall have failed to promptly assume the defense of such proceeding and to
employ counsel reasonably satisfactory to such Indemnitees in any such
proceeding; or (iii) the named parties to any such proceeding (including any
impleaded parties) include both such Indemnitees and the Company, and such
Indemnitees shall have been advised by counsel that a conflict of interest is
likely to exist if the same counsel were to represent such Indemnitees and the
Company (in which case, if such Indemnitees notify the Company in writing that
they elect to employ separate counsel at the expense of the Company, the
Company shall not have the right to assume the defense thereof and such counsel
shall be at the reasonable expense of the Company; provided, however, that in no event shall the Company be
responsible for the fees and expenses of more than one separate counsel).  The Company shall not be liable for any
settlement of any such proceeding effected without its written consent, which
consent shall not be unreasonably withheld. 
The Company shall not, without the prior written consent of a majority
of the Indemnitees, effect any settlement of any pending 



 17
 









proceeding in respect of which Indemnitees
are a party, unless such settlement includes an unconditional release of such
Indemnitees from all liabilities that are the subject matter of such
proceeding.  Subject to the foregoing,
all fees and expenses (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend any such
proceeding in a manner inconsistent with this Article VI) of the
Indemnitees shall be paid to the Indemnitees as incurred, within twenty (20)
Business Days of written notice thereof to the Company, which notice shall be
delivered no more frequently than on a monthly basis; provided, that the Indemnitees shall
reimburse the Company for any and all such fees and expenses to the extent it
is finally judicially determined that such Indemnitees are not entitled to
indemnification hereunder.


6.6                                 No
Net Short Position. Each Investor covenants that neither it nor any
Affiliates acting on its behalf or pursuant to any understanding with it will
execute any Short Sales during the period from the Discussion Time until prior
to the time that the transactions contemplated by this Agreement are first
publicly announced as described in Section 6.4 hereof. Additionally,
each Investor understands and acknowledges, severally and not jointly with any
other Investor, that the Commission currently takes the position that coverage
of short sales of the Common Stock “against the box” prior to the Effective
Date of the Registration Statement issuable hereunder is a violation of Section
5 of the Securities Act, as set forth in Item 65 under Section A, of the Manual
of Publicly Available Telephone Interpretations, dated July 1997, compiled by
the Office of Chief Counsel, Division of Corporation Finance.


6.7                                 Sales
by Investors.  Each Investor will
sell any Common Shares sold by it in compliance with applicable prospectus
delivery requirements, if any, or otherwise in compliance with the requirements
for an exemption from registration under the Securities Act and the rules and
regulations promulgated thereunder.  No
Investor will make any sale, transfer or other disposition of the Common Shares
in violation of federal or state securities laws.


6.8                                 Future
Issuance of Equity Securities.  The
Company shall not award stock options or issue warrants, rights to subscribe
to, or securities or rights convertible into, shares of capital stock of the
Company which, when aggregated with outstanding stock options, warrants, rights
to subscribe to, or securities or rights convertible into, shares of capital
stock of the Company, would exceed the authorized but unissued number of shares
of Common Stock of the Company.


ARTICLE
VII

TRANSFER AGENT INSTRUCTIONS; REMOVAL OF LEGENDS


7.1                                 Issuance of
Certificates.  The Company will, or
will instruct its transfer agent to, issue certificates, registered in the name
of each Investor or its nominee, for the Common Shares.  All such certificates will bear the restrictive
legend described in Section 4.10, except as otherwise specified in this Article
VII.  The Company will not give to
its transfer agent any instruction other than as described in this Article
VII and stop transfer instructions to give effect to Section 4.10
hereof (prior to registration of the Common Shares under the Securities
Act).  Nothing in this Section Article
VII affects in any way the Investors’ obligations to comply with all
applicable prospectus delivery requirements, if any, upon resale of the Common
Shares.


7.2                                 Unrestricted
Securities.  If, unless otherwise
required by applicable state securities laws, (a) the Common Shares represented
by a certificate have been registered under an effective Registration Statement
filed under the Securities Act, (b) a holder of Common Shares provides the 



 18
 









Company and its transfer agent with an
opinion of counsel, in form, substance and scope customary for opinions of
counsel in comparable transactions, to the effect that a public sale or
transfer of such Common Shares may be made without registration under the
Securities Act and such sale either has occurred or may occur without
restriction on the manner of such sale or transfer, (c) such holder provides
the Company and its transfer agent with reasonable assurances that such Common
Shares can be sold under Rule 144, or (d) the Common Shares represented by a
certificate can be sold without restriction as to the number of securities sold
under Rule 144(k), the Company will permit the transfer of the Common Shares, and
the Company’s transfer agent will issue one or more certificates, free from any
restrictive legend, in such name and in such denominations as specified by such
holder.  Notwithstanding anything herein
to the contrary, the Common Shares may be pledged as collateral in connection
with a bona fide margin account or other lending arrangement; provided,
that such pledge will not alter the provisions of this Article VII with
respect to the removal of restrictive legends.


ARTICLE
VIII

CONDITIONS PRECEDENT


8.1                                 Conditions
Precedent to the Obligations of the Company to sell the Common Shares. The
obligation of the Company to issue and sell the Common Shares to each Investor
at the Closing is subject to the satisfaction by such Investor, on or before
the Closing Date, of each of the following conditions.  These conditions are for the Company’s sole
benefit and may be waived by the Company at any time in its sole discretion.


(a)                                  The Investors will
have executed this Agreement and the Registration Rights Agreement and will
have delivered those agreements to the Company.


(b)                                 The Investors will
have delivered the Purchase Price for the Common Shares to the Company in
accordance with this Agreement.


(c)                                  The representations
and warranties of the Investors must be true and correct in all material
respects as of the Closing Date as though made at that time (except for
representations and warranties that speak as of a specific date, which
representations and warranties must be correct as of such date).


(d)                                 The Investors shall have
performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by each such Investor at or prior to the
Closing.


(e)                                  No statute, rule,
regulation, executive order, decree, ruling or injunction will have been
enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation
of any of the transactions contemplated by this Agreement or the Registration
Rights Agreement, and which could, individually or in the aggregate, have a
Material Adverse Effect.


(f)                                    The
Closing shall have occurred on or before the fifth (5th) Business Day following the date of this
Agreement (the “Termination Date”).



 19
 









8.2                                 Conditions
Precedent to the Obligations of the Investors to Purchase the Common Shares.
The obligation of each Investor hereunder to purchase the Common Shares from
the Company at the Closing is subject to the satisfaction, on or before the
Closing Date, of each of the following conditions.  These conditions are for each Investor’s
respective benefit and may be waived by any Investor at any time in its sole
discretion.


(a)                                  The Company will have
executed this Agreement and the Registration Rights Agreement and will have
delivered those agreements to the Investor.


(b)                                 The Company will have
delivered or caused to be an irrevocable instruction letter to the Company’s
transfer agent instructing the transfer agent to deliver a stock certificate
evidencing the Common Shares so purchased to each Investor within one business
day of such instruction.


(c)                                  The representations
and warranties of the Company must be true and correct in all material respects
as of the Closing Date as though made at that time (except for representations
and warranties that speak as of a specific date, which representations and
warranties must be correct as of such date).


(d)                                 The Company shall have
performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by the Company at or prior to the Closing


(e)                                  The
Investor must have received a certificate or certificates dated as of the
Closing Date and executed by the Chief Executive Officer or the Chief Financial
Officer of the Company certifying as to the matters in contained in Section 

8.2(c)-(d).


(f)                                    The Investor must
have received a certificate of the Company’s Secretary, attaching thereto (i) a
copy of the Company’s articles of incorporation, bylaws or other organizational
or charter documents, as then in effect, (ii) resolutions adopted by the Company’s
Board of Directors authorizing the transactions contemplated hereby, and (iii)
good standing certificates (including tax good standing) with respect to the
Company from applicable authorities in Hawaii and any other jurisdiction in
which the Company is qualified to do business, dated a recent date before the
Closing.


(g)                                 No statute, rule,
regulation, executive order, decree, ruling or injunction will have been
enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation
of any of the transactions contemplated by this Agreement or the Registration
Rights Agreement, and which could, individually or in the aggregate, have a
Material Adverse Effect.


(h)                                 Trading and listing of
the Common Stock on AMEX must not have been suspended by the Commission or AMEX
(except for any suspensions of trading of not more than one Business Day solely
to permit dissemination of material information regarding the Company).


(i)                                     The Company shall
have received notification from AMEX that the purchased Common Shares have been
approved for listing with AMEX.



 20
 









(j)                                     The Investors
shall have received an opinion of Company Counsel, reasonably acceptable to
Investors and their counsel.


(k)                                  Since the date of
this Agreement, there shall not have occurred any Material Adverse Effect, and
no event shall have occurred or circumstance shall exist that, in combination with
any other events or circumstances, could reasonably be expected to have or
result in a Material Adverse Effect.


(l)                                     The average
closing price of one share of the Company’s Common Stock, as reported by AMEX,
for the five trading days immediately preceding the Closing Date shall be at
least $30.00.


(m)                               The Closing shall have
occurred on or before the Termination Date.


ARTICLE IX

MISCELLANEOUS


9.1                                 Fees
and Expenses. Each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution, delivery and
performance of the Transaction Documents; provided
however, that if the Closing is effected, the Company shall, in
connection with the Closing, reimburse (a) first, the reasonable fees and
expenses of Cooley Godward Kronish LLP, counsel for the lead Investor, up to
$75,000  and (b) second, the reasonable
fees and expenses of Latham & Watkins LLP, counsel to the co-investor, up
to $75,000 less the reasonable fees and expenses of Cooley Godward Kronish LLP.
The Company shall pay all stamp and other taxes and duties, if any, levied in
connection with the sale of the Common Shares.


9.2                                 Governing
Law; Jurisdiction; Jury Trial Waiver. 
All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of California,
without regard to the principles of conflicts of law thereof. Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the United States
federal and state courts located in the Northern District of the State of
California for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of the any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any
Proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, or that such Proceeding has been commenced in an improper or
inconvenient forum. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such Proceeding
by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law.  EACH PARTY
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT THAT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY. If either party shall commence a Proceeding to
enforce any provisions of a Transaction Document, then the prevailing party in
such Proceeding shall 



 21
 









be reimbursed by the other party for its
reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.


9.3                                 Counterparts;
Signatures by Facsimile.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original thereof.


9.4                                 Independent Nature
of Investors’ Obligations and Rights. 
The obligations of each Investor under any Transaction Document are
several and not joint with the obligations of any other Investor, and no
Investor shall be responsible in any way for the performance of the obligations
of any other Investor under any Transaction Document. The decision of each
Investor to purchase Common Shares pursuant to the Transaction Documents has
been made by such Investor independently of any other Investor. Nothing
contained herein or in any Transaction Document, and no action taken by any
Investor pursuant thereto, shall be deemed to constitute the Investors as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Investors are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by
the Transaction Document. Each Investor acknowledges that no other Investor has
acted as agent for such Investor in connection with making its investment
hereunder and that no Investor will be acting as agent of such Investor in
connection with monitoring its investment in the Common Shares or enforcing its
rights under the Transaction Documents. 
Each Investor shall be entitled to independently protect and enforce its
rights, including without limitation the rights arising out of this Agreement
or out of the other Transaction Documents, and it shall not be necessary for
any other Investor to be joined as an additional party in any proceeding for
such purpose. The Company acknowledges that each of the Investors has been provided
with the same Transaction Documents for the purpose of closing a transaction
with multiple Investors and not because it was required or requested to do so
by any Investor.


9.5                                 Headings.  The headings of this Agreement are for
convenience of reference only, are not part of this Agreement and do not affect
its interpretation.


9.6                                 Severability.  If any provision of this Agreement is invalid
or unenforceable under any applicable statute or rule of law, then such
provision will be deemed modified in order to conform with such statute or rule
of law.  Any provision hereof that may
prove invalid or unenforceable under any law will not affect the validity or
enforceability of any other provision hereof.


9.7                                 Entire
Agreement.  The Transaction
Documents, together with the exhibits and schedules thereto, contain the entire
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with
respect to such matters, which the parties acknowledge have been merged into
such documents, exhibits and schedules.


9.8                                 Amendments;
Waivers. No provision of this Agreement may be waived or amended except in
a written instrument signed, in the case of an amendment, by the Company and
the Investors or, in the case of a waiver, by the party against whom
enforcement of any such waiver is 



 22
 









sought. No waiver of any default with respect
to any provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right.


9.9                                 Notices.  Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of (a) the date
of transmission, if such notice or communication is delivered via facsimile
(provided the sender receives a machine-generated confirmation of successful
transmission) at the facsimile number specified in this Section prior to 6:30
p.m. (Eastern Standard Time) on a Business Day, (b) the next Business Day after
the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in this Section on a day that is
not a Business Day or later than 6:30 p.m. (Eastern Standard Time) on any
Business Day, (c) the Business Day following the date of mailing, if sent by
U.S. nationally recognized overnight courier service, or (d) upon actual
receipt by the party to whom such notice is required to be given. The address
for such notices and communications shall be as follows:


	
  If to the Company:

  	
  Chief Financial Officer

  
	
   

  	
  Maui Land &
  Pineapple Company, Inc.

  
	
   

  	
  120 Kane Street,
  P.O. Box 187, Kahului,

  
	
   

  	
  Maui, Hawaii
  96733-6687

  
	
   

  	
  Fax: (808)
  871-0953

  
	
   

  	
   

  
	
  With copies to:

  	
  Christopher D. Ivey, Esq.

  
	
   

  	
  Stradling Yocca
  Carlson & Rauth

  
	
   

  	
  660 Newport
  Center Drive, Suite 1600

  
	
   

  	
  Newport Beach,
  California 92660

  
	
   

  	
  Fax: (949)
  725-4100

  



If to an Investor:  To the address set forth immediately below
such Investor’s name on the signature pages hereto.


Each
party will provide written notice to the other parties of any change in its
address in accordance with the notice provisions hereof.


9.10                           Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Investors, and no Investor
may assign this Agreement or any rights or obligations hereunder without the
prior written consent of the Company. 
Notwithstanding the foregoing, an Investor may assign all or part of its
rights and obligations hereunder to any of its Affiliates without the consent
of the Company so long as the affiliate is an accredited investor (within the
meaning of Regulation D under the Securities Act) and agrees in writing to be
bound by this Agreement.  This provision
does not limit an Investor’s right to transfer the Common Shares pursuant to
the terms of this Agreement or to assign such Investor’s rights hereunder to
any such transferee pursuant to the terms of this Agreement.



 23
 









9.11                           No
Third Party Beneficiaries.  This
Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and, except as contemplated in
Section 6.6, is not for the benefit of, nor may any provision hereof be
enforced by, any other person.


9.12                           Survival.  The representations and warranties of the
Company set forth herein will survive the Closing hereunder until April 30,
2008.  The Company makes no
representations or warranties in any oral or written information provided to
Investors, other than the representations and warranties included herein.


9.13                           Further
Assurances.  Each party will do and
perform, or cause to be done and performed, all such further acts and things,
and will execute and deliver all other agreements, certificates, instruments
and documents, as another party may reasonably request in order to carry out
the intent and accomplish the purposes of this Agreement and the consummation
of the transactions contemplated hereby.


9.14                           No
Strict Construction.  The language
used in this Agreement is deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied
against any party.


9.15                           Equitable
Relief.  In addition to being
entitled to exercise all rights provided herein or granted by law, including
recovery of damages, the Investors and the Company will be entitled to specific
performance under the Transaction Documents. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any
breach of obligations described in the foregoing sentence and hereby agrees to
waive in any action for specific performance of any such obligation the defense
that a remedy at law would be adequate.


[Signature
page follows]



 24
 









IN WITNESS
WHEREOF, the Company and the undersigned Investors have caused this Stock
Purchase Agreement to be duly executed as of the date first above written.


	
  

  	
  COMPANY:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAUI LAND & PINEAPPLE COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     \s\ Robert I. Webber

  	
   

  
	
   

  	
  Name:

  	
  Robert I. Webber

  
	
   

  	
  Title:

  	
  Chief Financial Officer and Senior Vice

  President of Business Development

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
  OHANA HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
     \s\ Michael G. Mohr

  	
   

  
	
   

  	
  Name: Michael G.
  Mohr

  	
   

  
	
   

  	
  Title: Managing
  Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Number of Common Shares Purchased: Three 

  Hundred Forty-Four Thousand Eight Hundred 

  Twenty-Eight (344,828)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tax Identification Number:

  	
   

  	
   

  
															



 



 25
 









 


	
  

  	
  INVESTOR:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ZG
  VENTURES, LLC

  	
   

  
	
   

  	
  By:

  	
    \s\ Miles Gilburne

  	
   

  
	
   

  	
  Name: Miles Gilburne

  	
   

  
	
   

  	
  Title:   Managing
  Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Number of Common Shares Purchased: 

  
	
   

  	
   

  
	
   

  	
  One Hundred Seventy-Two Thousand Four Hundred 

  Fourteen (172,414)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tax Identification Number:

  	
   

  	
   

  
											



 



 26