AMENDMENT TO LOAN AGREEMENT


     This  Amendment to loan Agreement ("Agreement") is made
as  of  December 31, 2001, by and between American AgCredit,
FlCA  successor  in  interest to Pacific Coast  Farm  Credit
Services,  FlCA successor in interest to Pacific Coast  Farm
Services,  ACA ("FlCA") and American AgCredit, PCA successor
in  interest  to  Pacific Coast Farm  Credit  Services,  PCA
successor in interest to Pacific Coast Farm Credit Services,
ACA  ("PCA")  and  Maui Land & Pineapple  Company,  Inc.,  a
Hawaii corporation ("Borrower").

                          RECITALS

     A.    Borrower  and PCA entered into a  loan  agreement
dated  April  18,  1997  (the  "Equipment  Loan  Agreement")
whereby  PCA made available to Borrower a revolving line  of
credit  and  term loan ("Loan") pursuant to  the  terms  and
conditions  set  forth in the Equipment Loan  Agreement  and
evidenced by a promissory note dated April 18, 1997  in  the
amount   of   Five  Million  Dollars  ($5,000,000.00).   The
Equipment  Loan  Agreement was amended on October  5,  1998,
February 16, 2000, May 16, 2000, March 23, 2001, May 4, 2001
and August 10, 2001.

     B.    Borrower  and FLCA entered into a loan  agreement
dated  June 1 I 1999 (the "Term Loan Agreement")  which  was
amended  on  February 16, 2000, May 16, 2000 and  March  23,
2001.

     C.    Borrower,  PCA  and FLCA now wish  to  amend  the
Equipment  Loan  Agreement and the Term  Loan  Agreement  to
revise  the definition of Consolidated Cash Flow to  include
cash distributions from and contributions to joint ventures.
Additionally,  Borrower and PCA wish to amend the  Equipment
Loan  Agreement provision on Capital Expenditures to exclude
Investments  so  that  the  provision  is  consistent   with
Borrower's other loans.

ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:

     1.     The  definition  of  "Consolidated  Cash   Flow"
contained  in Section 1 of both the Equipment Loan Agreement
and the Term Loan Agreement is amended to read as follows:

          "Consolidated Cash Flow" shall mean, for  any
     period,  for  Borrower and its Subsidiaries  on  a
     consolidated  basis, the sum (without duplication)
     of:  (a) Consolidated Net Income; plus (b) the sum
     of  (i)  Equity in Losses of Joint Ventures,  (ii)
     extraordinary  non-  cash losses,  (iii)  interest
     expense  (including the interest  portion  of  any
     capitalized  lease obligations);  (iv)  depletion,
     depreciation,  and  amortization,  (v)  losses  on
     assets  sales  and (vi) actual cash  distributions
     from  joint  ventures; minus (c) the  sum  of  (i)
     Equity   in  Earnings  of  Joint  Ventures,   (ii)
     extraordinary   gains,  (iii)   non-cash   amounts
     resulting from Adjusted Gains on Asset Sales, (iv)
     Maintenance Capital Expenditures, (v) actual  cash
     distribution  to joint ventures, (vi) expenditures
     for  other investments, (vii) partner advances  to
     related  entities, and (viii) Restricted  Payments
     made  during  such period, other  than  Restricted
     Payments  referred  to  in  clause  (iii)  of  the
     definition of Restricted Payments.

     3.    Section 14(f) of the Equipment Loan Agreement
is amended to read as follows:

          Make Capital Expenditures, other than Capital
     Expenditures  for  or  Investments  in  Borrower's
     "Kaahumanu   Center  Associates"  Subsidiary,   in
     excess of the following amounts:

          Year                In Excess of
          2000                $18,500,000
          2001                $13,500,000
          2002                $12,500,000

     4.   The Recitals are acknowledged as true and correct.

     5.    Any capitalized term herein not otherwise defined
shall  have  the  meaning set forth in  the  Equipment  Loan
Agreement and the Term Loan Agreement.

     6.    The Borrower represents and warrants that,  after
giving  effect  to this Agreement, it is in compliance  with
the terms and conditions of the Equipment Loan Agreement and
the Term Loan Agreement.

     7.    Except as expressly modified or changed  by  this
Agreement,   the  terms  of  the  original  Equipment   Loan
Agreement, the Term Loan Agreement as previously amended and
modified,  and  all  other  related  loan  documents  remain
unchanged and in full force and effect. Consent by  PCA  and
FLCA  to  the changes described herein does not waive  their
right  to  strict  performance of the terms  and  conditions
contained  in  the Equipment Loan Agreement  and  Term  Loan
Agreement  as  amended, nor obligate  them  to  make  future
changes  in terms. Nothing in this Agreement will constitute
a  satisfaction of the Indebtedness. It is the intention  of
PCA  and  FLCA  to  retain  as liable  parties  all  makers,
guarantors,  endorsers of the original Indebtedness,  unless
such party is expressly released by PCA and FLCA in writing.


     8.    The  amendments set forth herein shall be binding
when this Agreement has been signed and returned to the  PCA
and the FLCA.

     IN  WITNESS  WHEREOF  the parties  have  executed  this
Agreement on the date first above written.




BORROWER:

MAUl LAND & PINEAPPLE COMPANY, INC.,
a Hawaii corporation


By:  /S/ PAUL J. MEYER
      Paul J. Meyer
Title:  Executive Vice President/Finance

By:  /S/DARRYL Y.H. CHAI
      Darryl Y.H. Chai
Title:  Treasurer



PCA and FLCA

AMERICAN AGCREDIT, FLCA
and AMERICAN AGCREDIT, PCA


By:  /S/GARY VAN SCHUYVER
      Gary Van Schuyver
Title:  Vice President