Exhibit 10.3 MAUI LAND &
PINEAPPLE COMPANY, INC.  2006 EQUITY
AND INCENTIVE AWARD PLAN  STOCK OPTION
GRANT NOTICE  Maui Land &
Pineapple Company, Inc., a Hawaii corporation (the Company), pursuant
to its 2006 Equity and Incentive Award Plan (the Plan), hereby
grants to the holder listed below (Participant), an
option to purchase the number of shares of the Companys common stock, no par
value (Stock), set forth below (the
Option).  This
Option is subject to all of the terms and conditions set forth herein and in
the Stock Option Agreement attached hereto as Exhibit A (the Stock Option Agreement) and the
Plan, which are incorporated herein by reference.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Grant Notice.  Participant:
  John P. DurkinGrant
  Date:
  April 15, 2009Exercise
  Price per Share:
  $7.78Total
  Number of Shares Subject to the Option:
  20,000Expiration
  Date:
  April 15, 2019  Type of Option:
  Non-Qualified Stock OptionVesting Schedule:
  Subject to the terms and conditions of the Plan, this Grant Notice
  and the Stock Option Agreement, this Option shall vest and become exercisable
  as to:(i)20% of the total
  number of shares of Stock subject to the Option on April 15, 2010.,
  (ii)20% of the total number
  of shares of Stock subject to the Option on April 15, 2011,
  (iii)20% of the total number of
  shares of Stock subject to the Option on April 15, 2012,
  (iv)20% of the total number of
  shares of Stock subject to the Option on April 15, 2013, and
  (v)20% of the total number of
  shares of Stock subject to the Option on April 15, 2014.In no
  event, however, shall this Option vest and become exercisable for any
  additional shares of Stock following Participants Termination of Employment.
  
  Notwithstanding the vesting schedule stated above, in the event of a
  Change-In-Control as defined in Section 1.6 of the Plan, all Options
  shall immediately vest.  Remainder
of page intentionally left blank.


By his or her signature,
Participant agrees to be bound by the terms and conditions of the Plan, the
Stock Option Agreement and this Grant Notice. 
Participant has reviewed the Stock Option Agreement, the Plan and this
Grant Notice in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Grant Notice and fully understands all
provisions of this Grant Notice, the Stock Option Agreement and the Plan.  Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under or relating to the Plan, this
Grant Notice or the Stock Option Agreement.   MAUI LAND & PINEAPPLE COMPANY, INC.:
  PARTICIPANT:By:
  /S/
  WARREN H. HARUKI
  
  By:
  /S/
  JOHN P. DURKINPrint
  Name:
  Warren
  H. Haruki
  
  Print
  Name:
  John
  P. DurkinTitle:
  Executive
  ChairmanAddress:
  P.O. Box
  187
  
  Address:Kahului,
  Maui, Hawaii 96733Date:
  May 4,
  2009   Attachments:
  Stock Option Agreement (Exhibit A)Form of Exercise Notice (Exhibit B)Maui Land & Pineapple Company, Inc. 2006 Equity and
  Incentive Award Plan (Exhibit C)Maui Land & Pineapple
  Company, Inc. 2006 Equity and Incentive Award Plan Prospectus (Exhibit D)


EXHIBIT A  TO STOCK
OPTION GRANT NOTICE  STOCK OPTION
AGREEMENT  Pursuant to the Stock Option
Grant Notice (the Grant Notice) to which
this Stock Option Agreement (this Agreement) is attached,
Maui Land & Pineapple Company, Inc., a Hawaii corporation (the Company), has granted to Participant an option
under the Companys 2006 Equity and Incentive Award Plan (the Plan) to purchase the number of shares of
the Companys common stock, no par value (Stock),
indicated in the Grant Notice.  ARTICLE I  GENERAL  1.1Defined
Terms.  Wherever the following terms
are used in this Agreement they shall have the meanings specified below, unless
the context clearly indicates otherwise. 
Capitalized terms not specifically defined herein shall have the
meanings specified in the Grant Notice or, if not defined therein, the Plan.  Cause shall mean (i) the
commission of any act of fraud, embezzlement or dishonesty by Participant that
adversely affects the Company or any Subsidiary, (ii) any unauthorized use
or disclosure by Participant of confidential information or trade secrets of
the Company or any Subsidiary that adversely affects the Company or any
Subsidiary, (iii) any willful and continued failure by Participant to
substantially perform his or her duties with the Company or any  Subsidiary (other than any such failure
resulting from Participants incapacity due to physical or mental illness),
after a written demand for substantial performance is delivered to Participant
by the Board, which demand specifically identifies the manner in which the
Board believes that Participant has not substantially performed such duties, or
(iv) any willful and continued failure by Participant to substantially
follow and comply with the specific and lawful directives of the Board, as
reasonably determined by the Board (other than any such failure resulting from
Participants incapacity due to physical or mental illness), after a written
demand for substantial performance is delivered to Participant by the Board,
which demand specifically identifies the manner in which the Board believes
that Participant has not substantially performed such directives.  The foregoing definition shall not in any way
preclude or restrict the right of the Company (or any Subsidiary) to discharge
or dismiss Participant or any other person in the service of the Company (or
any Subsidiary) for any other acts or omissions, but such other acts or
omissions shall not be deemed, for purposes of this Agreement, to constitute
grounds for termination for Cause.  1.2Incorporation
of Terms of Plan.  The Option is subject
to the terms and conditions of the Plan which are incorporated herein by
reference.  ARTICLE II  GRANT OF OPTION  2.1Grant
of Option.  In consideration of
Participants past and/or continued employment with or service to the Company
or a Parent or Subsidiary and for other good and valuable consideration,
effective as of the Grant Date set forth in the Grant Notice (the Grant Date), the
Company irrevocably grants to Participant the Option to purchase any part or
all of an aggregate of the number of shares of Stock set forth in the Grant
Notice, upon the terms and conditions set forth in the Plan and this


Agreement.  Unless designated as a Non-Qualified Stock
Option in the Grant Notice, the Option shall be an Incentive Stock Option to
the maximum extent permitted by law.  2.2Exercise
Price.  The exercise price of the
shares of Stock subject to the Option shall be as set forth in the Grant
Notice, without commission or other charge; provided,
however, that the exercise price
per share of Stock subject to the Option shall not be less than 100% of the
Fair Market Value of a share of Stock on the Grant Date.  Notwithstanding the foregoing, if this Option
is designated as an Incentive Stock Option and Participant owns (within the
meaning of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company or any subsidiary
corporation of the Company or any parent corporation of the Company (each
within the meaning of Section 424 of the Code), the exercise price per
share of Stock subject to the Option shall not be less than 110% of the Fair
Market Value of a share of Stock on the Grant Date.  2.3Consideration
to the Company; No Employment Rights. 
In consideration of the grant of the Option by the Company, Participant
agrees to render faithful and efficient services to the Company or any Parent
or Subsidiary.  Nothing in the Plan or
this Agreement shall confer upon Participant any right to continue in the
employ or service of the Company or any Parent or Subsidiary or shall interfere
with or restrict in any way the rights of the Company and its Parents and
Subsidiaries, which rights are hereby expressly reserved, to discharge or
terminate the services of Participant at any time for any reason whatsoever,
with or without cause, except to the extent expressly provided otherwise in a
written agreement between the Company, a Parent or a Subsidiary and
Participant.  ARTICLE III  PERIOD OF EXERCISABILITY  3.1Commencement
of Exercisability.  (a)Subject to Sections 3.2, 3.3, and 5.8, the
Option shall become vested and exercisable in such amounts and at such times as
are set forth in the Grant Notice.  (b)No portion of the Option which has not become
vested and exercisable at the date of Participants Termination of Employment,
Termination of Directorship or Termination of Consultancy shall thereafter
become vested and exercisable, except as may be otherwise provided by the
Administrator or as set forth in a written agreement between the Company and
Participant.  3.2Duration
of Exercisability.  The installments
provided for in the vesting schedule set forth in the Grant Notice are
cumulative.  Each such installment which
becomes vested and exercisable pursuant to the vesting schedule set forth in
the Grant Notice shall remain vested and exercisable until it becomes
unexercisable under Section 3.3.  3.3Expiration
of Option.  The Option may not be
exercised to any extent by anyone after the first to occur of the following
events:  (a)The expiration of ten years from the Grant
Date;  (b)If this Option is designated as an Incentive
Stock Option and Participant owned (within the meaning of Section 424(d) of
the Code), at the time the Option was granted, more than 10% of the total
combined voting power of all classes of stock of the Company or any subsidiary
corporation of the Company or any parent corporation of the Company (each
within the meaning of Section 424 of the Code), the expiration of five
years from the Grant Date;  A-2


(c)The expiration of six months following the
date of Participants Termination of Employment, Termination of Directorship or
Termination of Consultancy, unless such termination occurs by reason of
Participants death or Disability or Participants discharge for Cause;  (d)The expiration of twelve months following the
date of Participants Termination of Employment, Termination of Directorship or
Termination of Consultancy by reason of Participants death or Disability; or  (e)The date of Participants Termination of
Employment, Termination of Directorship or Termination of Consultancy by the
Company or any Parent or Subsidiary by reason of Participants discharge for
Cause.  Participant acknowledges
that an Incentive Stock Option exercised more than three months after
Participants Termination of Employment, other than by reason of death or
Disability, will be taxed as a Non-Qualified Stock Option.  3.4Special Tax Consequences. 
Participant acknowledges that, to the extent that the aggregate Fair
Market Value (determined as of the time the Option is granted) of all shares of
Stock with respect to which Incentive Stock Options, including the Option, are
exercisable for the first time by Participant in any calendar year exceeds
$100,000, the Option and such other options shall be Non-Qualified Stock
Options to the extent necessary to comply with the limitations imposed by Section 422(d) of
the Code.  Participant further
acknowledges that the rule set forth in the preceding sentence shall be
applied by taking the Option and other incentive stock options into account
in the order in which they were granted, as determined under Section 422(d) of
the Code and the Treasury Regulations thereunder.  ARTICLE IV  EXERCISE OF OPTION  4.1Person
Eligible to Exercise.  Except as
provided in Section 5.2, during the lifetime of Participant, only
Participant may exercise the Option or any portion thereof.  After the death of Participant, any
exercisable portion of the Option may, prior to the time when the Option
becomes unexercisable under Section 3.3, be exercised by Participants
personal representative or by any person empowered to do so under the deceased
Participants will or under the then applicable laws of descent and
distribution.  4.2Partial
Exercise.  Any exercisable portion of
the Option or the entire Option, if then wholly exercisable, may be exercised
in whole or in part at any time prior to the time when the Option or portion
thereof becomes unexercisable under Section 3.3.  4.3Manner
of Exercise.  The Option, or any
exercisable portion thereof, may be exercised solely by delivery to the
Secretary of the Company or the Secretarys office of all of the following
prior to the time when the Option or such portion thereof becomes unexercisable
under Section 3.3:  (a)An Exercise Notice in writing signed by
Participant or any other person then entitled to exercise the Option or portion
thereof, stating that the Option or portion thereof is thereby exercised, such
notice complying with all applicable rules established by the
Administrator.  Such notice shall be
substantially in the form attached as Exhibit B to the Grant Notice
(or such other form as is prescribed by the Administrator);  A-3


(b)The receipt by the Company of full payment
for the shares with respect to which the Option or portion thereof is
exercised, including payment of any applicable withholding tax, which may be in
one or more of the forms of consideration permitted under Section 4.4;  (c)A bona fide written representation and
agreement, in such form as is prescribed by the Administrator, signed by
Participant or the other person then entitled to exercise such Option or
portion thereof, stating that the shares of Stock are being acquired for
Participants own account, for investment and without any present intention of
distributing or reselling said shares or any of them except as may be permitted
under the Securities Act and then applicable rules and regulations
thereunder and any other applicable law, and that Participant or other person
then entitled to exercise such Option or portion thereof will indemnify the
Company against and hold it free and harmless from any loss, damage, expense or
liability resulting to the Company if any sale or distribution of the shares by
such person is contrary to the representation and agreement referred to
above.  The Administrator may, in its
absolute discretion, take whatever additional actions it deems appropriate to
ensure the observance and performance of such representation and agreement and
to effect compliance with the Securities Act and any other federal or state
securities laws or regulations and any other applicable law.  Without limiting the generality of the
foregoing, the Administrator may require an opinion of counsel acceptable to it
to the effect that any subsequent transfer of shares acquired on an Option
exercise does not violate the Securities Act, and may issue stop-transfer
orders covering such shares.  Share
certificates evidencing Stock issued on exercise of the Option shall bear an
appropriate legend referring to the provisions of this subsection (c) and
the agreements herein.  The written
representation and agreement referred to in the first sentence of this
subsection (c) shall, however, not be required if the shares to be issued
pursuant to such exercise have been registered under the Securities Act, and
such registration is then effective in respect of such shares; and  (d)In the event the Option or portion thereof
shall be exercised pursuant to Section 4.1 by any person or persons other
than Participant, appropriate proof of the right of such person or persons to
exercise the Option.  4.4Method
of Payment.  Payment of the exercise
price shall be by any of the following, or a combination thereof, at the
election of the Participant:  (a)cash;  (b)check;  (c)to the extent permitted under applicable
laws, delivery of a notice that the Participant has placed a market sell order with a broker with respect to shares of
Stock then issuable upon exercise of the Option, and that the broker has been
directed to pay a sufficient portion of the net proceeds of the sale to the
Company in satisfaction of the aggregate exercise price;  provided, that
payment of such proceeds is then made to the Company upon settlement of such
sale;  (d)with the consent of the Administrator,
through the delivery of shares of Stock which have been owned by the
Participant for at least six (6) months, duly endorsed for transfer to the
Company with a Fair Market Value on the date of exercise equal to the aggregate
exercise price of the Option or exercised portion thereof; or  (e)any combination of the consideration provided
in the foregoing.  4.5Conditions
to Issuance of Stock Certificates. 
The shares of Stock deliverable upon the exercise of the Option, or any
portion thereof, may be either previously authorized but unissued shares or  A-4


issued shares which have
then been reacquired by the Company. 
Such shares shall be fully paid and nonassessable.  The Company shall not be required to issue or
deliver any shares of Stockpurchased upon
the exercise of the Option or portion thereof prior to fulfillment of all of
the following conditions:  (a)The admission
of such shares to listing on all stock exchanges on which such Stock is then
listed;  (b)The completion
of any registration or other qualification of such shares under any state or
federal law or under rulings or regulations of the Securities and Exchange
Commission or of any other governmental regulatory body, which the
Administrator shall, in its absolute discretion, deem necessary or advisable;  (c)The obtaining
of any approval or other clearance from any state or federal governmental
agency which the Administrator shall, in its absolute discretion, determine to
be necessary or advisable;  (d)The receipt by
the Company of full payment for such shares, including payment of any applicable
withholding tax, which may be in one or more of the forms of consideration
permitted under Section 4.4; and  (e)The lapse of
such reasonable period of time following the exercise of the Option as the
Administrator may from time to time establish for reasons of administrative
convenience.  4.6Rights as
Stockholder.  The holder
of the Option shall not be, nor have any of the rights or privileges of, a
stockholder of the Company in respect of any shares purchasable upon the
exercise of any part of the Option unless and until such shares shall have been
issued by the Company to such holder (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the
Company).  No adjustment will be made for
a dividend or other right for which the record date is prior to the date the
shares are issued, except as provided in Section 11.3 of the Plan.  ARTICLE
V
OTHER PROVISIONS  5.1Administration.  The Administrator shall have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules.  All actions taken and all interpretations and
determinations made by the Administrator in good faith shall be binding,
conclusive and final upon Participant, the Company and all other interested
persons.  No member of the Administrator
shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan, this Agreement or the Option.  In its absolute discretion, the Board may at
any time and from time to time exercise any and all rights and duties of the
Administrator under the Plan and this Agreement.  5.2Option Not
Transferable.  (a)Subject to Section 5.2(b),
the Option may not be sold, pledged, assigned or transferred in any manner
other than by will or the laws of descent and distribution.  Neither the Option nor any interest or right
therein shall be liable for the debts, contracts or engagements of Participant
or his or her successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by  A-5


operation
of law by judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect,
except to the extent that such disposition is permitted by the preceding
sentence.  (b)Notwithstanding
any other provision in this Agreement, with the consent of the Administrator
and to the extent the Option is not intended to qualify as an Incentive Stock
Option, the Option may be transferred to one or more Permitted Transferees,
subject to the terms and conditions set forth in Section 11.1(b) of
the Plan.  (c)Unless
transferred to a Permitted Transferee in accordance with Section 5.2(b),
during the lifetime of Participant, only Participant may exercise the Option or
any portion thereof.  Subject to such
conditions and procedures as the Administrator may require, a Permitted
Transferee may exercise the Option or any portion thereof during Participants
lifetime.  After the death of
Participant, any exercisable portion of the Option may, prior to the time when
the Option becomes unexercisable under Section 3.3, be exercised by
Participants personal representative or by any person empowered to do so under
the deceased Participants will or under the then applicable laws of descent
and distribution.  5.3Restrictive
Legends and Stop-Transfer Orders.  (a)The share
certificate or certificates evidencing the shares of Stock purchased hereunder
shall be endorsed with any legends that may be required by state or federal
securities laws.  (b)Participant
agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate stop transfer instructions to its transfer
agent, if any, and that, if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records.  (c)The Company
shall not be required: (i) to transfer on its books any shares of Stock
that have been sold or otherwise transferred in violation of any of the
provisions of this Agreement, or (ii) to treat as owner of such shares of
Stock or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such shares shall have been so transferred.  5.4Shares to Be
Reserved.  The Company
shall at all times during the term of the Option reserve and keep available
such number of shares of Stock as will be sufficient to satisfy the
requirements of this Agreement.  5.5Notices.  Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of the
Secretary of the Company at the address given beneath the signature of the
Companys authorized officer on the Grant Notice, and any notice to be given to
Participant shall be addressed to Participant at the address given beneath
Participants signature on the Grant Notice. 
By a notice given pursuant to this Section 5.5, either party may
thereafter designate a different address for notices to be given to that
party.  Any notice which is required to
be given to Participant shall, if Participant is then deceased, be given to the
person entitled to exercise his or her Option pursuant to Section 4.1 by
written notice under this Section 5.5. 
Any notice shall be deemed duly given when sent via email or when sent
by certified mail (return receipt requested) and deposited (with postage
prepaid) in a post office or branch post office regularly maintained by the
United States Postal Service.  5.6Titles.  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.  A-6


5.7Governing Law;
Severability.  This
Agreement shall be administered, interpreted and enforced under the laws of the
State of Hawaii, without regard to the conflicts of law principles
thereof.  Should any provision of this
Agreement be determined by a court of law to be illegal or unenforceable, the
other provisions shall nevertheless remain effective and shall remain
enforceable.  5.8Conformity to
Securities Laws.  Participant
acknowledges that the Plan is intended to conform to the extent necessary with
all provisions of the Securities Act and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange
Commission thereunder, and state securities laws and regulations.  Notwithstanding anything herein to the
contrary, the Plan shall be administered, and the Option is granted and may be
exercised, only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by
applicable law, the Plan and this Agreement shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.  5.9Amendments.  This Agreement may not be modified, amended
or terminated except by an instrument in writing, signed by Participant or such
other person as may be permitted to exercise the Option pursuant to Section 4.1
and by a duly authorized representative of the Company.  5.10Successors and
Assigns.  The Company may assign any of
its rights under this Agreement to single or multiple assignees, and this
Agreement shall inure to the benefit of the successors and assigns of the
Company.  Subject to the restrictions on
transfer herein set forth in Section 5.2, this Agreement shall be binding
upon Participant and his or her heirs, executors, administrators, successors
and assigns.  5.13Notification of
Disposition.  If this
Option is designated as an Incentive Stock Option, Participant shall give
prompt notice to the Company of any disposition or other transfer of any shares
of Stock acquired under this Agreement if such disposition or transfer is made (a) within
two years from the Grant Date with respect to such shares or (b) within
one year after the transfer of such shares to him.  Such notice shall specify the date of such
disposition or other transfer and the amount realized, in cash, other property,
assumption of indebtedness or other consideration, by Participant in such
disposition or other transfer.  5.14Limitations
Applicable to Section 16 Persons.  Notwithstanding any other provision of the
Plan or this Agreement, if Participant is subject to Section 16 of the
Exchange Act, the Plan, the Option and this Agreement shall be subject to any
additional limitations set forth in any applicable exemptive rule under Section 16
of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange
Act) that are requirements for the application of such exemptive rule.  To the extent permitted by applicable law,
this Agreement shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.  5.15Entire
Agreement.  The Plan
and this Agreement (including all Exhibits hereto) constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject
matter hereof.  A-7


EXHIBIT B  TO STOCK
OPTION GRANT NOTICE  FORM OF
EXERCISE NOTICE  Effective
as of today,                                 
      , 20      ,
the undersigned (Participant)
hereby elects to exercise Participants option to purchase the number of shares
of common stock specified below (the Shares)of Maui Land & Pineapple
Company, Inc., a Hawaii corporation (the Company),under and pursuant to the Maui Land &
Pineapple Company, Inc. 2006 Equity and Incentive Award Plan (the Plan), the Stock Option Grant
Notice dated as of
           ,
20       and the Stock Option Agreement attached
thereto (the Option Agreement).Capitalized
terms used herein without definition shall have the meanings given in the Plan
and, if not defined in the Plan, the Option Agreement.  Grant Date:Number of Shares as to which Option is Exercised:Exercise Price per Share:
  
  $Total Exercise Price:
  
  $Certificate to be issued in name of:Payment delivered herewith:
  
  $
  
  (Representing
  the full exercise price forthe
  Shares, as well as any applicable withholding tax)Form of
  Payment:(Please specify)Type of Option:
  
  oIncentive
  Stock OptionoNon-Qualified
  Stock Option  Participant
acknowledges that Participant has received, read and understood the Plan and
the Option Agreement.  Participant agrees
to abide by and be bound by their terms and conditions.  Participant understands that Participant may
suffer adverse tax consequences as a result of Participants purchase or
disposition of the Shares.  Participant
represents that Participant has consulted with any tax consultants Participant
deems advisable in connection with the purchase or disposition of the Shares
and that Participant is not relying on the Company for any tax advice.  The Plan and Option Agreement are
incorporated herein by reference.  This
Exercise Notice, the Plan and the Option Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject
matter hereof.  ACCEPTED BY:
  MAUI LAND & PINEAPPLE COMPANY, INC.
  
  SUBMITTED BY:By:
  
  
  By:Print
  Name:
  
  
  Print
  Name:Title:Address:


EXHIBIT C  TO STOCK
OPTION GRANT NOTICE  MAUI LAND &
PINEAPPLE COMPANY, INC. 
2006 EQUITY AND INCENTIVE AWARD PLAN


EXHIBIT D  TO STOCK
OPTION GRANT NOTICE  MAUI LAND &
PINEAPPLE COMPANY, INC. 
2006 EQUITY AND INCENTIVE AWARD PLAN PROSPECTUS