**Exhibit 10.1**

**OPTION AGREEMENT**

ThisOption Agreement is made this 6th day of August, 2007, and is executed by andbetween **MAUI LAND & PINEAPPLE COMPANY,INC.**(“MLP”) and **ROBERT I. WEBBER**(“Optionee”).

RECITALS

MLP is the owner in fee simple of certain propertyat 300 Inu Road, bearing TMK (2) 2-2-013:31 and described as Royal Patent 2204,Land Commission Award 8654, Apana 1 to Kapaole, situated at Waiakoa, Kula,Maui, Hawaii, consisting of 3.367 acres, more or less  (the “Optioned Property”). MLP desires to grantto the Optionee an option to purchase the Optioned Property, on all of theterms and conditions hereof.

AGREEMENT

Forvaluable consideration, receipt of which by each party is hereby acknowledged,the parties hereby agree as follows:

1              Grant of Option. MLP hereby grants to Optioneethe exclusive option to purchase the Optioned Property from the MLP, upon andsubject to all of the terms and conditions set forth in this agreement.

2              Option Consideration. As mutual considerationfor the grant of this option, MLP has made and Optionee has accepted an offerof employment.

3              Option Term. The term of this Option shall beginon the date hereof and shall terminate upon the earlier of (a) July 30, 2010 or(b) the termination of Optionee’s employment by MLP or by a subsidiary of MLP.

4              Option Exercise. This Option may be exercised atany time before the termination of the Option Term (time being of the essence)by Optionee giving written notice to MLP at its address set forth at thebeginning of this agreement, pursuant to the notice procedure set forth inSection 6 below. If Optionee shall fail to timely exercise this Option inaccordance with this Section, then this Option shall expire and thereafterOptionee shall have no further option, right or interest of any kind withrespect to the Optioned Property or the acquisition thereof.

5              Terms and Conditions. In the event this Optionis exercised as required above, the parties agree that MLP shall sell toOptionee and Optionee shall purchase from MLP the Optioned Property inaccordance with all the terms and conditions contained in this OptionAgreement:

(a) Purchase Price.The purchase price shall be the fair market value of the Optioned Property atthe date of exercise of the Option in its then-current condition and use, lessthe discounts described below, payable in cash at closing. The fair marketvalue of the Optioned

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Property shall be determined by appraisal. Uponexercise of the Option, the parties shall agree on and shall hire an appraiserto determine the fair market value of the Optioned Property.

If the parties cannotagree upon an appraiser, either party can petition the Circuit Court of theSecond Circuit, State of Hawaii, for an order appointing a neutral appraiser.The determination of fair market value by the appraiser shall be final, and theexpenses of the appraiser shall be split equally between the parties.

The purchase price shallbe the fair market value of the Optioned Property less the following:

i.                  Three Percent(3%) of the fair market value;

ii.               The total amount ofrent payments for the Optioned Property made by Optionee during the periodAugust 1, 2007 to Closing; and

iii.            The total amount paidby Optionee to improve the Optioned Property (such as adding a heating systemfor the swimming pool), provided that Optioner has granted prior writtenapproval allowing Optionee to make such improvement.

Optionee acknowledgesthat the reduction in sales price for rental lease payments will become taxableincome to the Optionee as an employee of the company if this Option isexercised.  No real estate broker’scommissions shall be paid for the sale to Optionee.

(b) Closing. Theclosing shall occur not earlier than the 30th day following Optionee’s exercise of thisOption as provided in Section 4 above and not later than the 90th day following such exercise.  Closing shall be handled by First AmericanTitle Company, Kahului Branch (“Escrow”).

(c) Title. Atclosing, MLP shall transfer to Optionee, by warranty deed, fee simplemarketable title to the Optioned Property together with all appurtenances,easements and improvements, subject to no liens, encumbrances or other mattersexcept as referred to on Exhibit A hereto.

(d) Property sold “ASIS” and Without Representation. The conveyance of the Optioned Propertyshall be “AS IS” and with all faults. It is Optionee’s sole responsibility toexercise due diligence review of the Optioned Property prior to exercising thisOption.

(e) Prorations andClosing Costs. At closing, Escrow shall prorate real property taxes andrents as of the closing date. If taxes for the current period are not yetknown, the proration shall be made upon a reasonable estimate and at therequest of either party, a cash adjustment shall be made between the parties atsuch later date as the taxes shall become known.  At closing, Optionee shall pay 50% of Escrow’sfees, all recording fees (except for documents to clear MLP’s title), Optionee’sown attorney’s fees, all costs associated with Optionee’s financing (if any),40% of the premium for “Hawaii standard” title insurance policy, and all of thecost of ALTA and extended coverage endorsements for Optionee’s owner’s titleinsurance policy, as may be requested by Optionee. MLP shall pay 50% of Escrow’sfees, all of the cost of preparing the deed, the Hawaii conveyance tax, therecording fees for documents to clear MLP’s title, the amount of any taxwithholding (FIRPTA and HARPTA), if any, and 60% of the cost of a “Hawaiistandard” policy of owner’s title insurance in favor of Optionee.

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Allother closing costs shall be allocated in the customary manner for Hawaii realestate transactions. No brokerage commissions are payable in connection withthis transaction, and each party agrees to hold the other harmless from andagainst any claim for commission or other similar compensation arising byreason of services alleged to have been rendered to, or at the request of, suchparty.

(f) 1031 Exchange. Optionee acknowledgesthat MLP may sell the Optioned Property by a 1031 Exchange, and Optionee agreesto cooperate with and take such steps as may be required to effectuate MLP’s1031 Exchange, at no cost to Optionee.

(g) Notifications.All offers, acceptances, and notices (including Optionee’s notice of exerciseof this Option) which are required or permitted to be given or served hereundershall be in writing and shall be sent by first class, registered or certifiedmail, postage prepaid or by hand delivery or by facsimile telecopiertransmission (with a copy to be sent by first class mail), addressed as providedat the beginning of this agreement. Any such address or fax number may bechanged from time to time by serving notice to all other parties as aboveprovided. Any offer, acceptance or notice shall be deemed to have been given orserved as of the date and time of actual delivery or actual completion offacsimile telecopier transmission (evidenced by the confirmation memo appearingon the confirmation copy produced by the sending parties telecopier) or at theexpiration of the second full day after the date of mailing.

6              No Assignment. Optionee shall have no right toassign this Agreement to any other person or entity.

7              Time Is Of The Essence.Time is of the essence hereof.

8              Eminent Domain. If any of the lands subject tothis agreement shall be condemned by paramount authority prior to Optionee’sexercise of this option or prior to closing, such condemnation shall not affector terminate this Agreement, but in such event upon the Optionee’s exercise ofthis option, all proceeds on account of such condemnation received by MLP shallbe credited against the total purchase price or if said proceeds shall not havebeen received prior to closing, MLP shall assign, to Optionee at closing allrights and claims with respect to said proceeds.

9              Survival of Warranties and Covenants. Whereappropriate and applicable, all covenants, conditions and agreements of theparties hereto shall survive the closing of Optionee’s purchase of the OptionedProperty.

10            Governing Law. This option shall be governed byand construed in accordance with the laws of the State of Hawaii.

11            Modification and Amendment.This option may not be modified or amended in any way whatsoever except bywritten instrument executed by MLP and Optionee or their duly authorized agentsor attorneys-in-fact.  No oralmodification, extension, waiver, or amendment shall be valid or effective. Anywaiver shall not be construed as further or continuing waiver.

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12            Entire Agreement. This option supersedes any andall oral or written agreements or understandings now exiting with respect tothe subject matter hereof.

13            Attorney’s Fees. The party prevailing in any causeof action brought before a court of law or equity to enforce the covenants andagreements herein contained shall be entitled to collect, as a part of thejudgment or decision entered in its favor, all of its costs and expensesincurred in connection with such action, including, without limiting thegenerality of the foregoing, reasonable attorneys’ fees.

14            Successors. The terms and conditions of this optionshall apply to and bind the successors and assigns of MLP and Optionee.

15            Headings. All headings used in this Agreement arefor convenience only and are not to be construed as limiting in any manner thecontent of any paragraph or particular provision.

16            Miscellaneous.

(a) All periods of time referred to in thisagreement shall include all Saturdays, Sundays and state or national holidays;provided that if the date of the last day to perform any act or give any offer,acceptance or notice with respect to this agreement shall fall on a Saturday,Sunday or state or national holiday, such act or notice may be timely performedor given on the next succeeding day which is not a Saturday, Sunday or state ornational holiday.

(b) No party shall bedeemed to be the drafter of this agreement; and in the event this agreement isever construed by a court of law, the court shall not construe this agreementor any provision against any party as the drafter.

(c) The execution ofthis agreement or the exercise of any rights hereunder is not intended andshall not be construed as creating a partnership or joint venture between MLPand Optionee.

**MAUI LAND & PINEAPPLE COMPANY, INC.**
| By                    | /S/ FRED W.  RICKERT                          |   |
|-----------------------|-----------------------------------------------|--------|
|                  | Its   Vice President/ Treasurer     |   |
|                  |                                          |   |
| By                    | /S/ RANDALL H.  ENDO                          |   |
|                  | Its   Vice President/Community Dev. |   |
|                  |                                          |   |
| “MLP”       |                                          |   |
|                  |                                          |   |
| /S/ ROBERT I. WEBBER  |                                          |   |
| **ROBERT  I. WEBBER** |                                          |   |
| ** **            |                                          |   |
| “Optionee”  |                                          |   |
|                       |                                               |        |  |  |

 

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