**Exhibit 10.2**

Mr. TomJuliano300 Inu RoadKula, Hawaii 96790

Re:       Separation from Employment

Dear Tom:

We recognize andappreciate the contributions you have made during your employment with KapaluaLand Company (“KLC”) and we wish you well in your future endeavors. We have setforth below the details of your separation from employment with KLC and fromyour relationships with other entities affiliated with Maui Land and PineappleCompany, collectively referred to as “MLP”.

1.     *Resignation*.   Your last day of active service with KLCshall be October 23, 2006 (“separation date”). You agree that you will notrepresent to the general public or to any individual that you are associated oraffiliated with KLC or any MLP entity after your separation date.

2.     *Vacation and Leave Time*.   You will be paid a lump sumamount of thirty-one thousand seven hundred thirty dollars and sixteen cents ($31,730.16)for your accrued vacation and four thousand eight hundred seven dollars andsixty-nine cents ($4,807.69) compensation time through your separation date. Thisamount will be paid to you within 30 days of your separation date. This paymentrepresents payment in full for all vacation and leave that you are entitled to.

3.     *Performance of Duties*.   Your duties, responsibilitiesand authority with KLC will cease as October 13, 2006. You will use yourbest efforts to coordinate any steps necessary to effect a smooth transition. Youagree that you will fully cooperate with KLC and MLP and their attorneys in thedefense of all claims that you have knowledge about even though yourcooperation may be necessary after your separation from KLC.

4.     *Consideration for Termination*.   You will be paid twohundred fifty thousand dollars ($250,000.00) in four equal payments on thefollowing four dates, beginning November 30, 2006, February 28, 2007,May 31, 2007, and August 31, 2007. This payment, in accord withparagraph 8 of this Agreement, is in full satisfaction of all implied orexpress contract claims, tort claims or statutory claims that you have against KLCor any MLP affiliated entities arising out of your employment or resignationfrom employment with KLC. The payments of the amounts in this paragraph areexpressly conditioned on your completion of all your duties, including thecompletion of all records and reports.

5.     *Return of Property*.   On or before your separation date,you will turn over to Holly Ka`akimaka, our keys and other KLC or MLPmaterials, records, supplies or equipment you may have in your possession. Youagree that you will not retain any documents, materials, supplies or equipmentthat you received from KLC or MLP without KLC’s written authorization.

6.     *Continuation of Health Care Benefits*.   KLC willcontinue your present health care insurance coverage through your separationdate and for four month thereafter. KLC will pay for this insurance coverageeither through direct payment to the insurance company or by reimbursing youfor COBRA payments. Thereafter, you may be eligible to continue medical and/ordental coverage under KLC’s medical and dental plans, at your own expense, inaccordance with the Consolidated Omnibus Budget Reconciliation Act of 1985.

7.     *Residence*.   You agree to vacate your company ownedresidence at 300 Inu Road on or before June 30, 2007. Your further agreethat you have no right to remain in this residence after that date. You agreethat you will pay KLC $200.00 per day for each day that you remain in theresidence after June 30, 2007.

8.     *Release of Claims*.   In consideration of the aboveparagraphs, you hereby release KLC, MLP, and their directors, officers,employees, and agents from any and all claims (including, but not limited to,claims for personal injury, infliction of emotional distress, breach of expressor implied contract, tort or for 

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violation of any federal,state or local statute, regulation or ordinance, including Title VII of theCivil Rights Act of 1964, the Age Discrimination in Employment Act, theRehabilitation Act of 1973, the Americans with Disabilities Act of 1990, theHawaii Civil Rights Act, and the Hawaii Employment Practices Law, H.R.S.Chapter 378) you now have, known or unknown, arising out of your employmentwith or separation from employment with KLC or your affiliation with any MLPentities.

9.     *Confidentiality*.   You agree to refrain from disclosingany confidential, commercial or financial information about KLC or any MLPentities which you acquired while an employee of KLC. You further agree thatyou will not disparage or make negative statements about KLC or MLP or any oftheir directors, officers or employees. KLC agrees that if asked for areference by a prospective employer, that it will not make negative ordisparaging comments about your performance.

10.   *Compliance*.   KLC and MLP strive to comply with allstate and federal requirements. You agree that if you are aware of any state orfederal requirement that has not been complied with, that you have reported thefailure of compliance to Holly Ka`akimaka or that you will do so prior to yourseparation date.

11.   *Stock Options*.   As of your separation date, you have10,000 vested options in MLP stock. In accordance with the terms of your StockOption Agreement, you will be able to exercise the vested options through April 13,2007.

12.   *Waiver of Rights and Claims under the ADEA.*   You areadvised that this Agreement specifically refers or may refer to rights andclaims arising under the Age Discrimination in Employment Act (“ADEA”), 29U.S.C. § 621, et seq. Pursuant to 29 U.S.C. § 626(f)(1)(F)(i), youhave twenty-one (21) days in which to consider the terms of this Agreement andto consult with your attorney. Pursuant to 29 C.F.R. § 1625.22(e)(6), andas indicated by your special signature below, you hereby knowingly and voluntarilywaive the twenty-one (21) day pre-execution consideration period set forth in29 U.S.C. § 626(f)(1)(F)(i). Therefore, pursuant to 29 U.S.C. § 626(f)(1)(G),you will have seven (7) days after your execution of this Agreement torevoke the ADEA portion of this Agreement. If you elect to so revoke the ADEAportion of this Agreement, you shall contact KLC immediately. In the event yourevoke your agreement, you will not receive the payment specified in paragraph4. Copies of the ADEA law and regulations may be accessed through the Internetincluding but not limited to http://www4.law.cornell.edu/uscode/ andhttp://www.access.gpo.gov/nara/cfr/cfr-retrieve.html#page1.

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Please indicate youragreement to the foregoing by signing and dating this page where indicatedbelow.
|                    |   | Very truly yours,                |
|--------------------|--------|----------------------------------|
|               |   | /s/ HOLLY KA`AKIMAKA             |
|               |   | Holly Ka`akimaka,                |
|               |   | *Director, Industrial Relations* |
| /s/ THOMAS JULIANO |   |                             |
| Tom Juliano        |   |                             |
| 10-24-06           |   |                             |
| Date               |   |                             |

 
| Approved:                                                                                                                                                                                        | /s/ ROBERT  I. WEBBER |     |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------|----------|
|                                                                                                                                                                                             | *CFO*                 |
| Date:                                                                                                                                                                                            | November 3, 2006 | * * |
| PURSUANT TO 29 C.F.R. §  1625.22(e)(6),  I HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE TWENTY-ONE (21) DAY PRE-EXECUTION  CONSIDERATION PERIOD SET FORTH IN 29 U.S.C. § 626(f)(1)(F)(i) |                  |     |
| /s/ THOMAS  JULIANO                                                                                                                                                                              |                  | 10-24-06 |   |
| Tom Juliano                                                                                                                                                                                      |                  | Date     |   |
|                                                                                                                                                                                                  |                       |          |  |  |  |  |

 

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