EMPLOYMENT AGREEMENT


     This EMPLOYMENT AGREEMENT ("Agreement") is made and entered
into in Honolulu, Hawaii, effective as of the 6th day of
October 2003, by and between MAUI LAND & PINEAPPLE COMPANY, INC.
("Company" or "MLP"), a Hawaii corporation, whose principal place
of business is in the State of Hawaii, and DAVID C. COLE (the
"Executive").

     WHEREAS, Company desires to employ the Executive as its
President and Chief Executive Officer ("CEO"), and Executive is
willing to accept such employment with Company on the terms and
conditions set forth below;

     NOW THEREFORE, in consideration of the premises and
promises contained herein, the parties agree as follows:

     1.  Employment. Company hereby employs Executive and
Executive hereby accepts employment with Company on the terms and
subject to the conditions set forth in this Agreement.  Executive
shall be based for work purposes at Company's principal place of
business in Hawaii.

     2.  Employment Period. Executive's employment hereunder
shall commence on October 15, 2003, and shall continue for an
indefinite term at the pleasure of Company's Board of Directors.
Unless terminated sooner or continued longer as provided in
Section 8 below the terms and conditions set forth herein shall
apply during Executive's initial four (4) years of employment.

     3.  Position and Duties. Executive shall serve as Company's
President & CEO. Executive shall also serve on Company's Board of
Directors, the Company having committed expeditiously to expand
the Board of Directors from six persons to nine, which will
include Executive, and to take Executive's recommendations into
account in nominating other new Directors. Company will also use
its best efforts to seek the election of Executive as Chairman of
the Board of Directors.  Executive shall have the authority and
responsibilities for the management of Company's business
consistent with the President and CEO of a publicly traded
corporation, including general and active authority and
responsibility for Company's business operations and affairs
serving subject to the authority and at the pleasure of Company's
Board of Directors.  Executive shall perform his duties and
exercise his authority in accordance with the lawful directives
and announced policies of the Board of Directors.  Executive
shall:
         (i)    devote his full time (except for absence for
       reasonable vacation, illness or injury), undivided
       attention, skill and best efforts to the Company's
       business and the proper discharge of his fiduciary and
       employment duties;

         (ii)   use his best efforts to promote the success of
       the Company's business; and

         (iii)  cooperate fully with the Board of Directors in
       advancing the best interest of the Company and its
       Shareholders.

Notwithstanding the foregoing, Executive may make and manage
personal investments, serve as manager of his existing private
ventures or similar activities, serve on the boards of, or in
similar capacities for, other for-profit companies and/or non-
profit associations or charitable organizations, and engage in
other incidental activities provided that such investments,
ventures, services, and activities: (i) are not competitive with
Company's business, (ii)  do not subject Company to any violation
of law  or bring Company into disrepute or could be reasonably
expected to subject Company to adverse publicity, and (iii) do
not interfere with Executive's performance of his duties and
responsibilities to Company.  Executive shall notify Company's
Board of Directors of any new active investments, ventures,
services or business-oriented or profit-oriented activities begun
after October 15, 2003.

     4. Compensation.

           4(a)    Base Salary. Executive shall receive an
          annualized base salary of Four Hundred Fifty Thousand
          and No/i 00 Dollars ($450,000.00), subject to
          applicable payroll taxes and deductions.  The Base
          Salary shall be paid in equal periodic installments
          according to Company's customary payroll practices.
          Company's Board of Directors shall review Executive's
          performance annually to determine whether an increase
          in salary is warranted.

           4(b)    Equity-Based Compensation. Subject to
          receiving, and in accordance with, all required
          regulatory and shareholder requirements and approvals,
          which the Company will use its diligent-best efforts
          to obtain expeditiously and in full, Company shall
          provide Executive with performance-based restricted
          stock grants ("Stock Grants") and non-qualified stock
          options ("Stock Options") in accordance with the
          Restricted Share Agreement and the Stock Option
          Agreement attached hereto as Exhibits 1 and 2 and
          incorporated herein by reference.

Without limiting the foregoing, for all necessary Shareholder
approvals, Company shall use its best efforts:

               (i) to present the above mentioned matters
          requiring Shareholder approval to the Shareholders for
          approval as expeditiously as possible;

               (ii) to include favorable recommendations of at
          least a majority of Directors;

               (iii) to obtain favorable Shareholder action;
          and,

               (iv) to have any Shareholder vote take place at a
          time that if favorable would permit implementation of
          the equity-based compensation arrangements referred to
          above by no later than December 31, 2003 or such later
          date as Executive may agree in writing (it being
          understood that Executive shall be under no obligation
          to agree to any such extension).

     5.  Employment Benefits. Executive shall be eligible to
participate in the Company's employee and executive benefit plans
and programs in accordance with the terms of such plans and
programs but excluding Company's Annual Incentive, Long Term
Incentive and Executive Separation Plans.  These include:

            An annualized car allowance program indexed to IRS
            reimbursement standards adjusted each January 1 for
            the calendar year in accordance with Company
            practice, but, in any event, no less than $13,000
            per year.

            Medical, dental, prescription drug and vision
            benefits that use a base plan premium-sharing
            arrangement between Company and Executive;

            Group life insurance and AD&D coverage, travel
            accident insurance, and long-term disability
            insurance benefits;

            A defined benefit pension plan and an "excess"
            supplemental plan, with an initial vesting period of
            five years;

            A 401k plan and/or an executive deferred
            compensation plan with voluntary contributions.

            Four (4) weeks of paid vacation annually to be
            scheduled at a mutually convenient time with
            accumulation and carryover provisions in accordance
            with Company practice.

Executive understands and agrees that all non-equity employment
benefits are subject to change or termination (if done as to all
participants) at any time in the sole discretion of Company's
Board of Directors provided that no change shall reduce any
vested benefits or apply disproportionately to Executive.

     6.   Reimbursement for Reasonable Business and Relocation
Expenses.  Company shall pay or reimburse Executive for
reasonable expenses incurred by Executive in connection with the
performance of Executive's duties pursuant to this Agreement.
Company shall also reimburse Executive for reasonable expenses
related to Executive's relocation to Maui, Hawaii, upon
submission of documentation reasonably satisfactory to the
Company of such expenses and for up to ten thousand dollars
($10,000.00) of costs incurred by Executive for the review and
negotiation of this Agreement, the terms of the offer letter on
which it is based, and/or the documentation relating to
Executive's equity-based compensation.  Such reimbursements shall
be included in Executive's Form W-2 to the extent required by and
in accordance with IRS regulations.

     7.  Key Man Insurance. Company shall have the option to
purchase one or more key man life insurance policies upon the
life of the Executive.  The Company shall own and shall have the
absolute right to name the beneficiary or beneficiaries of the
policy.  Executive agrees to cooperate fully with the Company in
securing the policy, including without limitation, submitting to
any physical examination which may be required at such reasonable
times and places as the Company shall specify.

     8.  Termination. The Employment Period shall continue at
the pleasure of Company's Board of Directors until terminated
with or without cause by Company's Board of Directors or by
Executive's death, disability as defined below, voluntary
resignation, or resignation for good reason, as defined below.
Any termination by Company shall be made by written notice from
Company to Executive stating specifically: (a) whether the
termination is (i) for disability or (ii) with cause or (iii)
without cause and (b) if it is with cause, stating the nature and
specifics of the cause and the circumstances thereof and (c) if
it is for disability, stating the nature and specifics of the
disability and the basis on which Company believes that
disability exists, provided that Company may give the foregoing
notice orally so long as it provides the notice in writing within
two (2) business days after giving the oral notice.

       8(a) Termination Due to Death. In the Event Executive's
       employment is terminated due to his death, his estate or
       beneficiaries as the case may be, shall be entitled to:

                 (i) The portion of Executive's Base Salary
            earned but not yet paid through the date of death,
            subject to applicable payroll taxes and deductions;

                 (ii)The right to exercise any Stock Option
            which was exercisable at the date of Executive's
            death for a period of one (1) year following
            Executive's death;

                 (iii) Any Stock Grants or other amounts earned,
            vested, accrued or owing to Executive as of
            Executive's death but not yet paid and any Stock
            Grants that would be deemed to have accrued or
            vested based on the Company's financial performance
            for periods ended prior to Executive's death
            although financial reports may not become available,
            or a determination of vesting may not be made, until
            after such death and provided further that, if
            Executive should die after June 30 but prior to the
            end of either 2005, 2006, or 2007 and the Company's
            financial performance for such year is such that a
            share grant would have vested in full or in part for
            such, year if Executive had survived the year,
            Executive shall be entitled to a fraction of the
            amount that would have vested for the year whose
            numerator is the number of days in the year prior to
            Executive's death and the denominator is 365; and

                 (iv) Other vested employment benefits, if any,
            in accordance with the applicable plans and programs
            of Company.

       8(b)   Termination Due to Disability. In the event
       Executive suffers a physical or mental impairment that
       prevents him from performing the essential duties of his
       position to the reasonable satisfaction of Company's
       Board of Directors, with or without reasonable
       accommodation, for a continuous period in excess of three
       (3) months, or an aggregate period in excess of four (4)
       months in any one (1) calendar year, Company's Board of
       Directors shall have the right at any time after the end
       of such period to terminate Executive's employment under
       this Agreement.

              In the event Executive's employment is terminated
       due to disability, Executive shall be entitled to:

                 (i) The portion of Executive's Base Salary
            earned but not yet paid through the effective date
            of Executive's termination due to disability,
            subject to applicable payroll taxes and deductions.

                 (ii)The right to exercise any Stock Option
            which is exercisable on the date of termination for
            a period of one (1) year thereafter.

                 (iii)     Any Stock Grants or other amounts
            earned, vested, accrued or owing to Executive as of
            the date of termination but not yet paid and any
            Stock Grants that would be deemed to have accrued or
            vested based on the Company's financial performance
            for periods ended prior to Executive's death
            although financial reports may not become available,
            or a determination of vesting may not be made, until
            after such death and provided further that, if
            Executive should die after June 30 but prior to the
            end of either 2005, 2006, or 2007 and the Company's
            financial performance for such year is such that a
            share grant would have vested in full or in part for
            such, year if Executive had survived the year,
            Executive shall be entitled to a fraction of the
            amount that would have vested for the year whose
            numerator is the number of days in the year prior to
            Executive's death and the denominator is 365; and

                 (iv)Disability and other vested employment
            benefits, if any, in accordance with the applicable
            plans and programs of the Company.

       8(c) Termination By Company for Cause. In the event the
       Company terminates Executive's employment for cause as
       defined in Section 8(D, Executive shall only be entitled
       to:

                 (i) The portion of Executive's Base Salary
            earned but not yet paid through the date of such
            termination subject to applicable payroll taxes and
            deductions.

                 (ii)Any stock grants or other amounts earned,
            vested, accrued or owing to Executive and not yet
            paid (but excluding unexercised Stock Options)

                 (iii)     Other vested employment benefits, if
            any, in accordance with applicable plans and
            programs of the Company.

       8(d)   Termination Without Cause or Resignation For Good
       Reason. In the event Executive's employment is terminated
       without cause or in the event Executive resigns for good
       reason, as defined in Section 8(g) Executive shall be
       entitled to:

                 (i) The portion of Executive's Base Salary
            earned but not yet paid through the date of such
            termination, subject to applicable payroll taxes and
            deductions.

                 (ii)A Severance Payment in lieu of any other
            severance plan benefit provided by Company in the
            amount of $450,000.00, less applicable payroll taxes
            payable in a lump sum immediately after such
            termination (the "Severance Payment").  Provided
            that the foregoing Severance Payment obligation
            shall only arise if Executive, in conjunction with
            the employment termination without cause or
            resignation for good reason, agrees to waive,
            release, and covenant not to sue or otherwise
            institute legal or administrative proceedings or
            make any claim of any nature against Company, its
            successors, assigns, Board of Directors, officers,
            employees or agents based on actual or alleged
            employment discrimination under federal or Hawaii
            employment discrimination laws (e.g. Title VII of
            the 1964 Civil Rights Act, as amended, Age
            Discrimination in Employment Act, or the Americans
            with Disabilities Act., and the Hawaii Fair
            Employment Practices act (Hawaii Revised Statutes
            Chapters 368 and 378) (hereinafter referred to as
            the "Waiver and Release of Claims") and does in fact
            execute an appropriate agreement reflecting the then-
            current requirements of law for such a Waiver and
            Release of Claims.  The Waiver and Release of Claims
            shall not apply to any rights, claims, or causes of
            action of Executive other than those for employment
            discrimination as described above.
            If Executive fails to execute the Waiver and Release
            of Claims agreement, Executive shall not receive the
            Severance Payment.  If after entering into the
            Waiver and Release of Claims agreement, Executive
            fails to comply with the terms of said Waiver and
            Release of Claims agreement, Executive shall
            immediately forfeit any right to the Severance
            Payment, and Executive shall be required to
            forthwith reimburse Company for any portion of the
            Severance Payment already received.

                 (iii)     The immediate vesting of any and all
            unvested Stock Grants and the immediate vesting and
            exerciseability of all unvested or unexerciseable
            Stock Options granted to Executive pursuant to
            Section 4(b), which shall remain exercisable for a
            period of six (6) months after termination without
            cause or resignation for good reason provided that,
            if any necessary shareholder approval in connection
            with any such Stock Grants or Stock Options shall
            have been obtained by the time of such termination
            without cause or resignation for good reason but any
            Board or other Company action shall still be
            necessary to grant and implement any such Stock
            Grants or Stock Options, the Board and Company shall
            promptly take all such action; and provided further
            that, (i) if such shareholder approval shall not
            have been obtained by the date of such termination
            or resignation, or (ii) if Executive resigns for
            good reason due to his not being elected Chairman of
            the Board within the time specified by Section
            8(g)(ii), Executive shall instead of the foregoing
            Stock Grants and Options have a right to be paid an
            additional severance payment under Section 8(d)(ii)
            above in the amount of Fifty Thousand Dollars
            ($50,000.00) subject to applicable payroll taxes.

                 (iv)Any other amounts earned, vested, accrued
            or owing to Executive but not yet paid; and

                 (v) Other vested Employment Benefits, if any,
            in accordance with applicable plans and programs of
            the Company.

       8(e)   Voluntary Resignation.In the event of a voluntary
       resignation not covered by Section 8(d) Executive shall
       be entitled only to those payments and benefits described
       in Section 8(c) above; provided, however, that Executive
       shall have the right to exercise any Stock Option which
       is exercisable on the effective date of such resignation
       for a period of six (6) months after such effective date.

       8(f)   Definition of Cause.    Termination for cause
       shall be deemed to exist if Executive is terminated for
       any of the following reasons:

                 (i) Executive's breach of this Agreement which
            continues uncured for fifteen (15) days after
            receipt by Executive of written notice from Company
            identifying such breach with reasonable specificity
            and demanding an immediate cure thereof;

                 (ii)Executive's failure or refusal to comply
            with any lawful and reasonable Board of Director's
            policy or directive which failure or refusal
            continues uncured for fifteen (15) days after
            receipt by Executive of written notice from Company
            identifying such failure or refusal with reasonable
            specificity and demanding an immediate cure thereof;

                 (iii)     Executive's material and intentional
            or grossly negligent breach of Executive's fiduciary
            duty of care to the Company or Executive's willful
            or grossly negligent breach of Executive's fiduciary
            duty of loyalty to the Company, which, in either
            case, results in material injury to the Company or
            its shareholders;

                 (iv)Executive's conviction or entry of a plea
            of guilty or no contest to any crime for which
            imprisonment is a possibility or which results in a
            monetary fine or penalty payment by Company;

                 (v) Any violation of a law or regulation
            carried out by or at the direction of Executive
            acting knowingly that results in payment by the
            Company of a fine, penalty or forfeiture in excess
            of $50,000.00 or a civil damages judgment of One
            Million Dollars ($1,000,000) or more.

       8(g)   Definition of Resignation for Good Reason. A
       resignation for good reason will occur if Executive
       resigns his employment within one hundred eighty (180)
       days after any of the following events:

                 (i) Any element of the equity-based
            compensation described in Section 4(b) and Exhibits
            1 and 2 of this Agreement is not fully granted,
            implemented, and effective (including, without
            limitation, the completion of any necessary
            shareholder and Board actions and approvals, the
            granting and issuance of all options and shares, and
            the execution and delivery of all associated
            agreements) by December 31, 2003 or such later date
            as Executive may agree in writing (it being
            understood that Executive shall be under no
            obligation to agree to any such extension);

                 (ii)The Board of Directors has not been
            expanded to nine (9) members or Executive is not
            elected or appointed as a Director of the Company by
            December 31, 2003, or Executive is not elected
            Chairman of the Board of Directors on or before
            April 15, 2004 (or such later date as Executive may
            agree in writing, it being understood that Executive
            shall be under no obligation to agree to any such
            extension) or Executive is not retained as a
            Director (provided Executive remains willing and
            able to serve);

                 (iii)     Company materially breaches this
            Agreement;

                 (iv)Company interferes materially with
            Executive's access or reporting to, or
            communications with, the Board of Directors or with
            any member or committee thereof;

                 (v) Company purports to terminate Executive's
            employment without complying fully with the notice
            provisions in the first paragraph of Section 8
            hereof;

                 (vi)Company decreases Executive's title or
            compensation or materially decreases Executive's
            authority or responsibilities or assigns to
            Executive duties inconsistent with the position of
            President and  CEO of the Company or Chairman of the
            Board of Directors if Executive holds that position
            (other than-a temporary, non-recurring assignment
            that does not materially interfere with the
            performance of Executive's duties);

                 (vii)     A "Change of Control," as defined
            below, occurs prior to the fourth anniversary of
            this Agreement.

       8(h)   Definition of Change of Control: A "Change of
       Control" means and includes any of the following events:

                 (i) a "person" or "group" (within the meaning
            of Sections 13(d) of the Securities Exchange Act of
            1934, as amended), other than any Existing
            Stockholder (as defined below) or its Affiliates,
            becomes the ultimate "beneficial owner" (as defined
            in Rule 13d-3 under such Act) of Voting Stock (as
            defined below) representing more than 30% of the
            total voting power of the Voting Stock of the
            Company on a fully-diluted basis and such ownership
            represents a greater percentage of the total voting
            power of the Voting Stock of the Company, on a fully-
            diluted basis, than is held by any Existing
            Stockholder and its Affiliates, taken together, on
            such date or

                 (ii)A majority of Company's Board of Directors
            comes to consist of persons who were neither (a)
            members of the Board of Directors as of the
            effective date of this Agreement nor (b) elected or
            nominated for election by Directors who comprised
            two-thirds (2/3rd) of the Board of Directors on the
            effective date of this Agreement.

                 (iii)     A merger or consolidation of Company
            after which one or more of the current Shareholders
            retain less than sixty percent (60%) of the voting
            shares of the surviving entity; or

                 (iv)A sale or other transfer in one transaction
            or a series of transactions that was not
            affirmatively recommended by Executive of 50% or
            more, by value, of the Company's assets, it being
            agreed that merely presenting a transaction to the
            Board for its consideration and possible approval
            and providing truthful information thereon shall not
            be deemed an affirmative recommendation.

                 (v) Company's approval and implementation of a
            plan for liquidation or dissolution of the Company
            or the filing of a petition in bankruptcy.

        For purposes of this definition, (a) "Existing
        Stockholders" means each person or group (each as
        defined above) that is the ultimate beneficial owner
        (also as defined above) of the common stock of the
        Company ("Common Stock"), or of securities of the
        Company convertible into or exchangeable for, Common
        Stock, in each case, representing ten percent (10%) or
        more of the Company's total Common Stock on a fully-
        diluted basis as of the date of the effectiveness of
        this Agreement and (b) "Voting Stock" means capital
        stock of the Company of any class or kind ordinarily
        having the power to vote for the election of directors,
        managers or other voting members of the Board of
        Directors.

     9.Resolution of Disputes. Any disputes or claims by
Executive or Company arising under or in connection with this
Agreement or Executive's recruitment, employment or termination
from employment with Company, including but not limited to any
claims under any employment or age discrimination law or any
employee benefit plan or program shall be resolved by binding
arbitration in Honolulu, Hawaii, in accordance with the rules and
procedures of the American Arbitration Association ("AAA")
governing employment disputes.  Judgment upon the award rendered
by the arbitrator(s) may be entered in any Hawaii court having
jurisdiction thereof.  Costs of the arbitrator and the AAA shall
be borne initially by the Company, provided that the arbitrator
shall award fees and  costs to the prevailing party in accordance
with Section 28 hereof.  Executive and Company agree that this
Section 9 shall not preclude either party from seeking interim
judicial injunctive relief to prevent any irreparable harm that
might occur prior to completion of the arbitration.

     10. Indemnification.

         10(a) Executive shall be entitled to indemnification by
       the Company (i) in accordance with applicable law and the
       provisions of the Company's Articles of Association and
       Board of Directors' resolutions and any agreement with
       any officer or director as in effect as to the most
       favorably indemnified officer or director of the Company
       on the date of this Agreement or, if more favorable to
       Executive, (ii) in accordance with the provisions of such
       Articles of Association, Bylaws or resolution and any
       agreement with any officer or director as may be in
       effect as to such officer or director at any time
       hereafter during the term of Executive's employment by
       the Company.

         10(b). Company shall include Executive continuously as
       a fully insured person under its directors' and officers'
       liability insurance which shall be maintained by the
       Company during the term of Executive's employment.

     11.  Assignability. Without the prior written consent of
Company, no rights or obligations of Executive under this
Agreement may be assigned or transferred by Executive other than
his rights to compensation and benefits, which may be transferred
only by will or other means or arrangements of inheritance or
succession or operation of law.

     12.  Conflicts of Interest and Business Ethics Policies.
Executive agrees to comply with the conflict of interest and
business ethics policies for officers and for directors now in
effect at the Company, copies of which are attached hereto as
Exhibits 3 and 4.  Company agrees to apply its policies with
reasonable uniformity to all of its officers and directors.

     13. Confidentiality. Disclosure of Information; Company
Property.

       13(a)     Executive recognizes and acknowledges that
       during or as an incident to Executive's employment with
       Company he will have access to Confidential Information
       (as defined below) relating to the business or interest
       of Company or of persons and entities with whom Company
       may have business or other relationships.  Except as
       permitted herein or as may be approved by Company's Board
       of Directors from time to time, Executive will not during
       his employment or at any time thereafter, use, disclose
       or permit to be known by any other person or entity, any
       Confidential Information of the Company (except as
       required by applicable law or in connection with the
       performance of the Executive's duties and
       responsibilities hereunder).  If Executive is requested
       or becomes legally compelled to disclose any of the
       Confidential Information, he will give prompt notice of
       such request or legal compulsion to Company's Board of
       Directors. Company's Board of Directors may then elect in
       its sole discretion to waive compliance with this section
       13(a) or may provide Executive with legal counsel at no
       cost to Executive to seek an appropriate remedy.  The
       term "Confidential Information" means information
       relating to Company's business affairs, proprietary
       technology, trade secrets, patented processes, research
       and development data, know-how, market studies and
       forecasts, competitive analyses, pricing policies,
       employee lists, employment agreements (other than this
       Agreement), personnel policies, the substance of
       agreements with customers, suppliers and other marketing
       arrangements, customer lists, commercial arrangements, or
       any other information relating to the Company's business
       that is not generally known to the public or to actual or
       potential competitors of the Company (other than through
       a breach of this Agreement) and which Executive is not
       required to disclose by law. Executive's obligation under
       this Section 13 shall continue until such confidential
       Information becomes publicly available, other than
       pursuant to a breach of this section 13 by Executive,
       regardless of whether Executive continues to be employed
       by the Company.

       13(b)      It is further agreed and understood by and
       between the parties to this Agreement that all "Company
       Property," which includes, but is not limited to, keys,
       computers, computer software, computer disks, tapes
       printouts, source, HTML and other code, flowcharts,
       schematics, designs, graphics, drawings, photographs,
       charts, notebooks, customer lists, sound recordings,
       other tangible or intangible manifestations of content,
       and all other documents whether printed, typewritten,
       handwritten, electronic, or stored on computer disks,
       tapes, hard drives, or any other tangible medium, as well
       as samples, prototypes, models, products and the like,
       shall be the exclusive property of the Company and, upon
       termination of Executive's employment with Company and/or
       upon the request of Company's Board of Directors, all
       Company Property including copies thereof, as well as all
       other Company property then in Executive's possession or
       control, shall be returned to and left with the Company.
       Anything in this Section 13(b) to the contrary
       notwithstanding, Executive' shall be entitled to retain
       any personal property acquired prior to Executive's
       employment with Company or during his employment with
       Company if purchased with his personal funds so long as
       Executive does not disclose any Confidential Information
       to any third parties.

  14. Inventions Discovered by Executive.

       14(a) Executive shall promptly disclose to Company any
       invention, improvement, discovery, process, formula or
       method or other intellectual property, whether or not
       patentable or copyrightable (collectively "Inventions"),
       conceived or first reduced to practice by Executive,
       either alone or jointly with others, while performing
       services hereunder (or, if based on any Confidential
       Information within one (1) year after the termination of
       Executive's employment with Company).

          (i) which pertain to any line of business activity of
              the Company, if then conducted or then being
              actively planned by the Company, with which
              Executive was or is directly involved,

          (ii)which is developed using time, material or
              facilities of the Company, whether or not during
              working hours or on the Company premises; or

          (iii)    which directly related to any of Executive's
              work during his employment with Company whether or
              not during normal working hours.

       14(b)     Executive hereby quitclaims to Company all of
       Executive's right, title and interest in and to any such
       inventions.  During, and after the termination of
       Executive's employment with Company, Executive shall
       execute any truthful documents necessary to perfect the
       quitclaim of such inventions to the Company and to enable
       Company to apply for, obtain and enforce patents,
       trademarks and copyrights in any and all countries on
       such inventions, including, without limitation, the
       execution of any instruments and the giving of evidence
       and testimony at times and places reasonably convenient
       for Executive (i) without further compensation to the
       extent such activities take place during Executive's
       employment, or (ii) if such activities take place after
       the end of such employment, provided that payment is made
       for Executive's time, including any preparation, travel
       and waiting time, at the rate of $400 per hour.  Without
       limiting the foregoing, Executive further acknowledges
       that all original works of authorship created by
       Executive, alone or jointly with others, during and as
       part of Executive's employment by Company, and which are
       protectable by copyrights, are "works made for hire"
       within the meaning of the United States Copyright Act, 17
       U.S.C. Section 101, as amended, and the copyright of
       which shall be owned solely, completely and exclusively
       by the Company.  If any Invention is considered to be a
       work, not included in the categories of work covered by
       the United States Copyright Act, 17 U.S.C., Section 101
       as amended, such work is hereby conveyed and transferred
       completely and exclusively to Company.

       14(c)     Executive hereby irrevocably designates counsel
       to the Company as Executive's agent and attorney-in-fact
       to do all lawful acts necessary to apply for and obtain
       patents and copyrights and to enforce the Company's
       rights under this section.  This Section 14, shall
       survive the termination of this agreement.  Any
       conveyance of copyright hereunder includes all legal or
       equitable rights of ownership or use related to any
       Inventions of Executive (hereafter collectively called
       "Invention Rights") and to the extent any of such
       Invention Rights cannot be conveyed under applicable law
       and to the extent the following is allowed by the laws in
       the various countries where such Invention Rights exist,
       Executive hereby waives such Invention Rights and
       consents to any action of Company that would violate such
       Invention Rights in the absence of such consent.  The
       Executive agrees to confirm any such waivers and consents
       from time to time as requested by Company.

     15. Non-Solicitation. Executive acknowledges that the
Company has invested substantial time, money and resources in the
development and retention of its Executives, Inventions,
Confidential Information (including trade secrets), customers,
accounts and business partners, and further acknowledges that
during the course of Executive's employment with Company
Executive has had and will have access to the Company's
Inventions and Confidential Information (including Trade
secrets), and will be introduced to existing and prospective
employees, customers, accounts and business partners of the
Company. Executive acknowledges and agrees that any and all
"goodwill" associated with any existing or prospective customer,
account or business partner belongs exclusively to the Company,
including, but not limited to, any goodwill created as a result
of direct or indirect contacts or relationships between Executive
and any existing or prospective customers, accounts or business
partners.  Additionally, the parties acknowledge and agree that
Executive possesses skills that are special, unique or
extraordinary and that the value of the Company depends upon his
use of such skills on its behalf.

     Accordingly, Executive covenants and agrees that:

          1.   During the Executive's employment with Company,
     and for a period of one (1) year thereafter, Executive shall
     not entice, solicit or encourage any Company employee to
     leave the employ of Company or any independent contractor to
     sever its engagement with Company, absent prior written
     consent from the Company's Board of Directors

          2.   During Executive's employment with Company, and
     for a period of one (1) year thereafter, Executive may not,
     directly or indirectly, entice, solicit or encourage any
     customer or prospective customer of Company to cease doing
     business with Company, reduce its relationship with Company
     or refrain from establishing or expanding a relationship
     with the Company

     16. Non-Disparagement. Non-Disclosure. Executive agrees
that during his employment with Company and at all times
thereafter, Executive will not make any public statement, or
engage in any conduct, that is disparaging to the Company, any of
its officers, directors, or shareholders known to Executive,
including, but not limited to, any public statement that
disparages the products, services, finances, financial condition,
capabilities or other aspects of the business of Company, its
shareholders, directors, officers or Executives.  Notwithstanding
any term to the contrary herein, the Executive shall not be in
breach of this Section 16 for the making of any truthful
statements under oath or for legitimate business purposes for
Company or, in any case, for making any reasonable and non-
malicious statements not intended or likely to injure the
Company.

     17. Provisions Necessary and Reasonable.

         17(a)  Executive agrees that:

              (i)   The provisions of Sections 13, 14, 15 and 16
                    of this Agreement are necessary and
                    reasonable to protect the Company's
                    Confidential Information, Inventions and
                    goodwill;

              (ii)  The specific temporal, geographic and
                    substantive provisions set forth in Section
                    15 of this Agreement are reasonable and
                    necessary to protect Company's business
                    interests; and,

              (iii) In the event of any breach of any of
                    the covenants set forth in Sections 13, 14,
                    15 and 16 herein, the Company would suffer
                    substantial irreparable harm and would not
                    have an adequate remedy at law for such
                    breach.

          In recognition of the foregoing, Executive agrees that
       in the event of a breach or threatened breach of any of
       these covenants, in addition to such remedies as Company
       may have at law, Company shall be entitled to seek and
       obtain judicial equitable relief, in the form of specific
       performance, and/or temporary, preliminary or permanent
       injunctive relief, or any other equitable remedy which
       then may be available.  The seeking of such judicial
       equitable relief or order shall not affect Company's
       right to seek and obtain damages or other equitable
       relief on account of any such actual or threatened breach
       pursuant to Section 9 of this Agreement.

         17(b)  If any of the covenants contained in Sections
        13, 14, 15 and 16 hereof, or any part thereof, are
        hereafter construed to be invalid or unenforceable, the
        same shall not affect the remainder of the covenants,
        which shall be given full effect without regard to the
        invalid portions.

         17(c) If any of the covenants contained in Sections 13,
        14, 15 and 16 hereof, or any part thereof are held to be
        unenforceable by a court of competent jurisdiction
        because of the temporal or geographic scope of such
        provision or the area covered thereby, the parties agree
        that the court making such determination shall have the
        power to reduce the duration and/or geographic area of
        such provision and, in its reduced form, such provision
        shall be enforceable.

     18. Representations Regarding Prior Work and Legal
Obligations.

         18(a)  Executive represents that Executive has no
        agreement or other legal obligation with any prior
        employer, or any other person or entity, that restricts
        the Executive's ability to accept employment with, or to
        perform any function for, Company.

         18(b)  Executive has been advised by Company that at no
       time should Executive divulge to or use for the benefit
       of Company any trade secret or confidential or
       proprietary information of any previous employer.
       Executive expressly acknowledges that Executive has not
       divulged or used any such information for the benefit of
       Company.

          18(c)  Executive acknowledges that Company is basing
        important business decisions on these representations,
        and affirms that all of the statements included herein
        are true.

     19. Entire Agreement. This Agreement contains the entire
understanding and agreement between the parties concerning the
subject matter of this Agreement including but not limited to
Executive's recruitment, employment and termination of employment
with Company and supersedes all prior agreements, understandings,
discussions, negotiations and undertakings, whether written or
oral, between the parties with respect thereto.

     20. Amendment Or Waiver. No provision in this Agreement may
be amended or waived unless such amendment is in writing and
signed by Executive and signed by Executive and by an authorized
representative of the Company.  No waiver by either party of any
breach by the other party of any condition or provision contained
in this Agreement to be performed by such other party shall be
deemed a waiver of a similar or dissimilar condition or provision
at the same or any prior or subsequent time.

     21. Severability. In the event that any provision or
portion of this Agreement shall be determined to be invalid or
unenforceable for any reason, in whole or in part, the remaining
provisions of this Agreement shall be unaffected thereby and
shall remain in full force and effect to the fullest extent
permitted by law.

     22. Survivorship. The respective rights and obligations of
the parties hereunder shall survive any termination of
Executive's employment to the extent necessary to the intended
preservation of such rights and obligations and shall be binding
upon and inure to the benefit of Company's successors and
assigns, and Executive's heirs and personal representatives.

     23. Interpretation. Company and Executive have each been
represented by experienced legal counsel in the negotiation and
drafting of this agreement and agree that this Agreement will not
be interpreted as the product of either party alone.

     24. Governing Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of Hawaii
without reference to any otherwise applicable principles of
conflict of laws. Any judicial proceeding involving any claim
arising out of this agreement or Executive's recruitment by,
employment with, or termination from Company shall be conducted
in Hawaii.

     25. Notices. Any notice given to a party shall be in
writing and shall be deemed to have been given when delivered
personally or sent by registered mail, postage prepaid, return
receipt requested, duly addressed to the Party concerned at the
address indicated below or to such changed address as such party
may subsequently give such notice of:

   If to Company, to:      Maui Land & Pineapple Company, Inc.
                           P. O. Box 187
                           Kahului, Hawaii  96732

     With a copy to:       Robert S. Katz, Esq.
                           Torkildson, Katz, Fonseca, Moore
                           & Hetherington
                           700 Bishop Street, 15th Floor
                           Honolulu, Hawaii  96813

   If to Executive, to:    David C. Cole
                           360 Main Street
                           Washington, VA 22747-0478

     With a copy to:       James R. Farrand
                           Arnold & Porter
                           1900 Avenue of the Stars, 17th Flr.
                           Los Angeles, CA  90067

     26. Headings. The headings of the sections contained in
this Agreement are for convenience only and shall not be deemed
to control or affect the meaning or construction of any provision
of this Agreement.

     27. Counterparts. This Agreement may be executed in one (1)
or more counterparts, and by facsimile signature, each of which
will be deemed to be an original copy of this Agreement and all
of which when taken together will be deemed to constitute one and
the same Agreement.

     28.  Costs and Attorney Fees. If litigation, arbitration, or
similar proceedings should be instituted based on, arising out
of, or in connection with, this agreement or the employment
relationship provided for herein (including, without limitation,
the compensation, indemnification, or other aspects thereof), the
prevailing party shall be entitled to an award of such party's
costs and expenses in connection therewith, including reasonable
attorney fees and including costs and expenses in any appeal.

COMPANY                          EXECUTIVE

MAUI LAND & PINEAPPLE
COMPANY, INC.
                                 /S/ DAVID C. COLE
By: /S/ DAVID A. HEENAN              DAVID C. COLE

Its Chairman of the Board
                                 Date: October 10, 2003
Date: October 6, 2003


Attachments:
     Exhibit 1:          Maui Land & Pineapple Company, Inc.
                         Stock Option Agreement For David Cole

     Exhibit 2:          Maui Land & Pineapple Company, Inc.
                         Restricted Share Agreement For David Cole

     Exhibit 3:          Maui Land & Pineapple Company, Inc.
                         Code of Ethics for Members of the Board
                         of Directors

     Exhibit 4:          Maui Land & Pineapple Company, Inc.
                         Policy on Business Ethics and Conflicts
                         of Interest