Exhibit 10.1


CONSULTING AGREEMENT


THIS AGREEMENT made this 9th day of April 2007, between Maui Land &
Pineapple Company (hereinafter “MLP”) and BC & G International, LLC (hereinafter
“Consultant”).


RECITALS:


WHEREAS, MLP is engaged in the agriculture business and desires to have
certain services performed by Consultant; and


WHEREAS, Consultant is an independent business person engaged in the
business of consulting on agricultural matters and is currently registered with
the State of Hawaii under Hawaii Tax Identification Number W40370092-01; and


WHEREAS, Consultant agrees to perform these services for MLP as an
independent contractor under the terms and conditions set forth in this
Agreement;


NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, the parties agree as follows:


1.                                       DURATION


The term of this Agreement shall be from March 12, 2007 to March 11,
2008, unless sooner terminated, solely under conditions in Section 12, by
either party upon thirty (30) days’ written notice to either party.


2.                                       SERVICES TO BE PROVIDED BY CONSULTANT


a.                                       The services to be performed by Consultant
for MLP includes, but not limited to, the following:  (1) assisting Maui Pineapple Company (“MPC”)
and MLP in transitioning projects or work to the incoming President/Chief



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Executive Officer of MPC, the incoming Executive
Vice President/Agricultural Operations of MLP, and/or their designees; (2)
notifying MPC Vice President – Human Resources Holly Ka`akimaka of any state or
federal compliance issues at MPC and/or MLP’s Agricultural Operations division;
and (3) upon request, assisting MPC, MLP and their attorneys in the defense of
legal claims that have arisen or may arise over matters for which Consultant
has knowledge.


b.                                      MLP may, during the term of this Agreement,
engage other independent Consultants to perform the same work that Consultant
performs hereunder.


c.                                       Consultant may perform services for any other
entity or person, or otherwise conduct business, during the term of this
Agreement so long as such work does not constitute a conflict of interest with Consultant’s
obligations hereunder.


3.                                       PAYMENT FOR SERVICES; REIMBURSEMENT OF
EXPENSES


a.                                       MLP will pay Consultant the total sum of Two
Hundred Forty-One Thousand Three Hundred Two Dollars And Eighty-Eight Cents
($241,302.88) for the services provided under this Agreement.  Payment shall be made in equal monthly
installments, on the first business day of each month.  All service fees are inclusive of the
applicable general excise tax.


b.                                      MLP agrees to reimburse Consultant for
pre-approved expenses incurred by Consultant on MLP’s behalf, including without
limitation, expenses associated with ground and air transportation and telephone
calls.  The expenses shall



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be
repaid promptly upon Consultant’s submission to MLP of receipts for such
expenses, but in no event later than thirty (30) days after Consultant’s
submission of his receipts.


4.                                       RELATIONSHIP OF PARTIES


a.                                       It is expressly agreed by the parties hereto
that Consultant is not hereunder an agent or employee of MLP or any of its
subsidiaries and affiliates for any purpose whatsoever, but is an independent contractor.  Furthermore, no relationship of joint venture
or partnership of any form is created by this Agreement.


b.                                      MLP neither reserves, nor will it exercise,
any control or direction over the method or manner by which Consultant provides
his services, including whether and on what terms Consultant hires his
employees, agents, or subordinates, nor will MLP exercise any control over Consultant
as to how Consultant provides his services so as to best achieve the objectives
of this Agreement.


c.                                       Consultant agrees that he will not hold out
to the general public, customers, clients or others that Consultant is an
agent, officer, or employee of MLP, its subsidiaries or affiliates.  Consultant further agrees and understands
that he has no authority to bind or obligate MLP, with respect to third
parties, in any way whatsoever.  In the
event Consultant does bind or obligate MLP, with respect to third parties, in
some way, Consultant shall be solely liable for performance and payment of such
commitments and for any costs and damages to MLP and/or its subsidiaries and
affiliates in connection therewith.



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5.                                       RESPONSIBILITY FOR EMPLOYEES, AGENTS AND
EXPENSES


a.                                       Consultant shall furnish, at Consultant’s own
expense, all personnel, materials, equipment and other items necessary to carry
out the terms of this Agreement.


b.                                      No agent, employee or servant of Consultant,
if any, shall be or shall be deemed to be the employee, agent or servant of
MLP, its subsidiaries or affiliates. 
None of the benefits provided by MLP, its subsidiaries or affiliates to
their respective employees including, but not limited to, medical benefits,
disability compensation insurance and unemployment insurance, are available
from MLP, its subsidiaries or affiliates to the employees, agents or servants
of Consultant.


c.                                       Consultant represents and warrants that he
provides all benefits and insurance to his employees as required by state and
federal laws.  Consultant agrees that all
state and federal taxes, fees, assessment or contributions, or insurance
payments covering Consultant and his employees, if any, shall be the sole
responsibility of Consultant including, but not limited to, state and federal
withholding taxes, social security taxes, workers’ compensation insurance,
general excise taxes and self-employment taxes.


6.                                       LIABILITY AND INDEMNIFICATION


a.                                       Consultant shall bear full and exclusive
responsibility and liability for compliance with all duties and obligations
imposed on employers by all state and federal laws covering Consultant and his
employees, if any, engaged in the performance of this Agreement.  Consultant agrees to indemnify and hold MLP,
its subsidiaries or affiliates harmless from and against any and all
liabilities, claims, demands, costs, fees and expenses (including attorneys’
fees) arising out of Consultant’s failure to meet the obligations imposed on
employers by the state and federal laws covering Consultant and his employees.



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b.                                      Consultant further agrees to accept full and
exclusive responsibility and liability for his own acts and those of his
employees, agents and servants, if any, and to indemnify and hold MLP, its
subsidiaries or affiliates harmless from any and all liabilities, claims,
demands, costs, fees and expenses (including attorneys’ fees) arising out of
any damages or injuries (including death) to any persons or property caused by
any acts of Consultant or any of his employees, agents or servants.


c.                                       If a lawsuit, administrative complaint, or
other similar action is filed by a third party against Consultant and MLP
arising from any services provided hereunder, both parties agree to cooperate
with one another in the investigation and defense of the suit, administrative
complaint or other action.


7.                                       CONFIDENTIALITY OF INFORMATION


a.                                       All information of any nature that is made
available by MLP, its subsidiaries and/or affiliates or that becomes available
to Consultant by virtue of this Agreement or the relationship created by this
Agreement, other than public information, shall be held in strict confidence by
Consultant.  Such confidential
disclosures made available by MLP to Consultant are made in reliance of this
promise.



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b.                                      All parties hereto acknowledge and recognize
that Consultant has and will have access to and shall acquire knowledge of
confidential information and that in the event of the breach of the terms and
conditions of this Agreement, then MLP shall be entitled to, if it so elects,
to institute and prosecute proceedings in any court of competent jurisdiction,
either in law or in equity, to obtain damages for any breach of this Agreement,
and/or to enjoin Consultant from disclosing such information, but nothing
herein contained shall be construed or interpreted to prevent such remedy in
the courts, in the case of any breach of this Agreement by Consultant, as MLP may
elect to invoke.


8.                                       ARBITRATION OF DISPUTES


a.                                       Any disputes arising out of the terms and
conditions of this Agreement shall be promptly resolved by final and binding
arbitration in Honolulu, Hawaii in accordance with the provisions of the
Hawaii Uniform Arbitration Act, Haw. Rev. Stat. Chapter 658A, by a single arbitrator
mutually agreed upon by the parties.  The
arbitrator shall be required to abide by the provisions of this Agreement and
all applicable laws and regulations.


b.                                      In arbitrations under this Agreement, each
party shall bear the costs, fees and expenses of presenting its own case, and
half of the arbitrator’s fees and administration expenses, unless otherwise
ordered by the arbitrator.


10.                                 ENTIRE AGREEMENT


This Agreement embodies the entire agreement of the parties and
supersedes any other agreements or understandings, oral or written, with
respect thereto that may ever have existed between the parties hereto.



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11.                                 ASSIGNMENT


This Agreement may not be assigned, in whole or part, by either party
without the other party’s prior written consent.


12.                                 DEFAULT


In the event that either party fails to substantially perform any of
the covenants under this Agreement, the non-breaching party shall provide
written notice of such failure and provide the breaching party a fifteen (15)
days’ period to cure such failure. 
Should the failure not be cured within the 15-day period, the
non-breaching party may, at its option, terminate this Agreement on fifteen (15)
days’ written notice.


13.                                 NOTICES


All notices, requests, demands, consents and other communications which
are required to be given in writing shall be given by registered or certified
mail, return receipt requested, postage prepaid, addressed to MLP or Consultant,
as the case may be, at such address either party may from time to time
designate by writing or by personally delivering such notice to the other
party.  Any such notice, request, demand,
consent or other communication shall be deemed to have been given on the date
of such mailing or personal delivery.


14.                                 SEVERABILITY


If any provision of this Agreement or the application thereof to any
person or circumstance is invalid or unenforceable to any extent, the remainder
of this Agreement and the application thereof to other persons or circumstances
shall not be affected thereby.



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15.                                 WAIVER


The failure of any party to enforce, at any time, any provision of this
Agreement shall not constitute a waiver of the right thereafter to enforce the
same or any other provision of this Agreement.


16.                                 AMENDMENT


This Agreement may be
amended only by an instrument in writing signed by both parties.


17.                                 APPLICABLE LAW


This Agreement shall be
governed by the laws of the State of Hawaii both as to interpretation and
performance.


IN WITNESS WHEREOF, the
parties have signed this Agreement on the day and year first above written.


	
  CONSULTANT

  	
  MAUI LAND & PINEAPPLE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/     BRIAN NISHIDA

  	
   

  	
  By

  	
      /s/    ROBERT
  I. WEBBER

  
	
  Brian Nishida

  	
   

  	
  Robert I. Webber

  
	
   

  	
   

  	
  Its CFO & SVP/Business

  
	
   

  	
   Development

  
					



 



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