LOAN MODIFICATION AGREEMENT
                        (September 2001)

     THIS  AGREEMENT effective as of September 30, 2001,  by  and
among  MAUI  LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation
(the  "Borrower"),  BANK OF HAWAII, a Hawaii banking  corporation
("BOH"),  FIRST  HAWAIIAN  BANK,  a  Hawaii  banking  corporation
("FHB"),  CENTRAL  PACIFIC  BANK, a  Hawaii  banking  corporation
("CPB")  (BOH, FHB and CPB are each sometimes called  a  "Lender"
and  collectively called the "Lenders"), and BANK OF  HAWAII,  as
Agent for the Lenders to the extent and in the manner provided in
the  Loan  Documents described below and in the Agency  Agreement
described  in  the  Loan  Agreement  described  below  (in   such
capacity, the "Agent"), and KAPALUA LAND COMPANY, LTD., a  Hawaii
corporation ("Accommodation Party")


                      W I T N E S S E T H:

     WHEREAS,  the  Borrower, the Lenders and  Bank  of  America,
National  Trust and Savings Association ("BOA") (the Lenders  and
BOA are collectively called the "Original Lenders") and the Agent
are  parties  to that certain Revolving and Term Loan  Agreement,
dated  as  of  December  31, 1992, as amended  by  a  First  Loan
Modification   Agreement,  dated  as  of  March  1,   1993,   and
supplemented by letter agreements dated April 30, 1993  and  June
24,  1993,  and  further  amended  by  Second  Loan  Modification
Agreement,  dated September 8, 1993, by a Third Loan Modification
Agreement,   dated  September  30,  1993,  by   a   Fourth   Loan
Modification  Agreement, dated March 8, 1994,  by  a  Fifth  Loan
Modification Agreement, dated effective as of December 31,  1994,
by  a  Sixth Loan Modification Agreement, dated effective  as  of
March  31,  1995,  and  by a Seventh Loan Modification  Agreement
dated effective as of December 31, 1995, each among the Borrower,
the   Original  Lenders  and  the  Agent  (as  so   amended   and
supplemented, the "Original Loan Agreement");

     WHEREAS,  the  Original Loan Agreement and the  other  "Loan
Documents"  referred  to  therein, as respectively  amended,  set
forth  the  terms and conditions upon which the Original  Lenders
(i)  have  made available to the Borrower the Revolving Loans  in
the  original aggregate principal amount of up to $40,000,000  at
any  one  time outstanding (subject to mandatory reduction,  from
time  to time, of such aggregate principal amount available)  and
(ii)  shall make available to the Borrower the Term Loans  in  an
amount  up  to  the aggregate principal amount of  the  Revolving
Loans  outstanding upon expiration of the Revolving Loan  Period,
all as more particularly described therein;

     WHEREAS,  the  parties  hereto  entered  into  that  certain
Amended  and  Restated Revolving Credit and Term  Loan  Agreement
dated  December  4,  1996, as amended by letter  agreement  dated
February  21,  1997, by First Loan Modification  Agreement  dated
December  31,  1997,  and  by Second Loan Modification  Agreement
dated March 17, 1998 (as so amended, the "First Restatement");

     WHEREAS,  the  parties  hereto  entered  into  that  certain
Amended  and  Second  Restated Revolving  Credit  and  Term  Loan
Agreement dated as of December 4, 1998 ("Second Restatement") to,
among other things, establish a development line in the aggregate
principal  amount  of  $15,000,000,  being  the  Village   Course
Facility more particularly described in the Second Restatement;

     WHEREAS,  the Lenders purchased the interests of  BOA  under
the Original Loan Agreement and the other Loan Documents referred
to therein;

     WHEREAS,  the parties hereto entered into that certain  1999
Loan  Modification Agreement dated as of December 30, 1999,  that
certain  2000  Loan Modification Agreement dated June  30,  2000,
that certain Loan Modification Agreement (December 2000) dated as
of   December  11,  2000,  and  that  certain  Loan  Modification
Agreement (June 2001) dated as of June 30, 2001;

     WHEREAS, the performance of Borrower's obligations under the
Loan  Documents  is  secured by the following (collectively,  the
"Mortgages"):

     (1)   Mortgage and Security Agreement dated March  1,  1993,
made  by  Borrower, as Mortgagor, and recorded in the  Bureau  of
Conveyances  of  the State of Hawaii as Document  No.  93-036896,
which  mortgage  was confirmed by instrument  dated  December  4,
1998, recorded in said Bureau as Document No. 98-185558;

     (2)   Mortgage and Security Agreement dated March  1,  1993,
made  by  Borrower, as Mortgagor, and recorded in the  Bureau  of
Conveyances  of  the State of Hawaii as Document  No.  93-036898,
which  mortgage  was confirmed by instrument  dated  December  4,
1998, recorded in said Bureau as Document No. 98-185558; and

     (3)   Additional  Security Mortgage and  Security  Agreement
dated March 1, 1993, made by KAPALUA LAND COMPANY, LTD., a Hawaii
corporation, ("Accommodation Party") and recorded in  the  Bureau
of  Conveyances of the State of Hawaii as Document No. 93-036900,
which  mortgage  was  amended and confirmed by  instrument  dated
December   4,   1998,  recorded  in  said  Bureau   as   Document
No. 98-185559;

     WHEREAS,  Borrower has requested a further  modification  of
the  Loan  Documents and Lenders are willing to accommodate  such
modification under the terms of this Agreement; and

     WHEREAS,  the Village Course Facility has been  fully  drawn
and Borrower is not entitled to any further Advances thereunder;

     NOW, THEREFORE, in consideration of the premises, the mutual
covenants   set  forth  herein  and  other  good   and   valuable
consideration,  the receipt and sufficiency of which  are  hereby
acknowledged,  the  Borrower, the Lenders and  the  Agent  hereby
agree as follows:

     1.   The Loan Documents are amended to conform to the
following:

          (a)  Current Ratio.  Section 5.1(e)(1) of the Second
Restatement is amended to read as follows:

               (1)   A  Current Ratio of not less  than
          1.90;   provided,  however,  that  Borrower's
          Current  Ratio  for the fiscal quarter  ended
          September  30, 2001, shall be not  less  than
          1.50.

     2.   Upon execution of this Agreement and in consideration
of these amendments:

          (a)  Borrower shall pay to the Agent, on demand, for
distribution to the Lenders on a pro rata basis, a $1,000.00 work
fee; and

	  (b)  Borrower shall reimburse the Agent for attorneys'
fee incurred by the Agent for the preparation of this Agreement.

     3.   Capitalized terms used, but not defined, in this
Agreement, shall have the definitions stated in the Loan
Agreement.

     4.   Borrower and Accommodation Party each agrees that to
its actual knowledge it has no claims, defenses, or offsets
against the Lenders or the Agent with respect to said credit
facility or to the enforcement of the Loan Documents arising
prior to the date of this Agreement and that all such claims,
defenses and offsets are hereby released.

     5.   The execution of this Agreement by the Borrower
constitutes the certification of the persons signing this
Agreement on behalf of the Borrower that, to the best of their
actual knowledge, the representations and warranties made in
Article IV of the Loan Agreement are true and correct as of the
date of this Agreement.

     6.   In all other respects, the Loan Documents, as amended,
remain in full force and effect and the provisions of the Loan
Documents including, without limitation, all promises,
representations, warranties, covenants, and conditions, are
ratified and confirmed as of the date of this Agreement by the
parties hereto.

     7.   Borrower and Accommodation Party acknowledge that the
Mortgages remain in full force and effect and continue to secure
the remaining Loan Documents.

     8.   This Agreement is binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors
and assigns.

     9.   The parties hereto agree that this instrument may be
executed in counterparts, each of which shall be deemed an
original, and said counterparts shall together constitute one
and the same agreement, binding all of the parties hereto,
notwithstanding all of the parties are not signatory to the
original or the same counterparts.  Duplicate unexecuted pages
of the counterparts may be discarded and the remaining pages
assembled as one document.

     To  signify their agreement, the parties have executed  this
Agreement as of the date first written above.


MAUI  LAND & PINEAPPLE COMPANY,  BANK   OF  HAWAII,  individually
INC.                             and as Agent

By:/S/PAUL J. MEYER              By:/S/JOHN P. MCKENNA
   Paul J. Meyer                    John P. McKenna
  Its Executive Vice President/    Its Assistant Vice President
        Finance

By:/S/GARY L. GIFFORD
   Gary L. Gifford               FIRST HAWAIIAN BANK
  Its President
                                 By:/S/LANCE A. MIZUMOTO
                                    Lance A. Mizumoto
KAPALUA LAND COMPANY, LTD.         Its Vice President

By:/S/PAUL J. MEYER
   Paul J. Meyer                 CENTRAL PACIFIC BANK
  Its Executive Vice President/
        Finance                  By:/S/ROBERT D. MURAKAMI
                                    Robert D. Murakami
By:/S/ADELE H. SUMIDA              Its Vice President
   Adele H. Sumida
  Its Secretary