PURCHASE AND SALE AGREEMENT

Exhibit 10.12

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made effective August 7, 2006 (the “Effective Date”) by and between MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation, whose address is 120 Kane St., Kahului, Hawaii 96732 (“Seller”) and DUNCAN MACNAUGHTON, whose address is 1001 Bishop Street, Suite 1050,

Honolulu, HI 96813 (hereinafter referred to as “Buyer”).

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, Seller and Buyer agree as follows:

1.                                       Property. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the real properties identified as the southern portion of Tax Map Key No. (2) 2-3-7:1, consisting of approximately 89.203 acres, more or less, including access to and from Lower Kula Road, located in Kula, Maui, Hawaii, as shown in Exhibit A, together with all of Seller’s interest in any other appurtenant rights, privileges, easements, licenses, permits, or rights of way appurtenant to such real property (“Property”).

The Buyer and Seller understand and agree that the Seller received in February 2006 a separate lot determination from the County of Maui, recognizing seven (7) lots within the existing Tax Map Key No. (2) 2-3-7:1, which includes the Property. However, the lot configuration established by the County does not follow the original Land Grant boundaries (which the Property is based upon) and therefore a consolidation and resubdivision of a portion of said tax map parcel is required in order to establish the Property as a separate parcel as shown on Exhibit A.

In accordance with Maui County Code Section 18.04.020(B) it is expressly agreed that the sale of the Property pursuant to this Agreement shall not close unless and until final subdivision approval is granted for the consolidation and resubdivision described herein.

2.                                       Purchase Price. The purchase price (“Purchase Price”) for the Property shall be THREE MILLION SIX HUNDRED FORTY-TWO THOUSAND THREE HUNDRED FIFTY AND NO/100 UNITED STATES DOLLARS (US $3,642,350.00).

3.                                       Payment of Purchase Price. Buyer shall pay the Purchase Price as follows:

a.                                       Upon full execution of this Agreement, Buyer shall make a cash deposit of FIFTY THOUSAND U.S. DOLLARS (US $50,000.00) with Escrow (defined below).

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b.                                      The deposit required under paragraphs 3(a) shall be held in Escrow in an interest-bearing account and at Closing shall be applied to the Purchase Price. Upon the expiration of the Due Diligence Period, these deposits shall become non-refundable, unless Seller is in default. Accordingly, Buyer hereby irrevocably instructs Escrow that, if the Due Diligence Period expires and Buyer has not exercised its Due Diligence right to cancel, then if Buyer fails to close in accordance with the terms of this Agreement for any reason (other than a material breach of this Agreement by Seller), Escrow shall, upon written demand from Seller, and without any requirement for further authorization or approval from Buyer, disburse Buyer’s deposit to Seller. Seller and Buyer acknowledge that this forfeiture of the deposits is intended and understood to be compensation for the losses that Seller will incur if Buyer fails to close, including without limitation lost opportunities to market the Property, and not as a penalty, and further that the sum to be forfeited is a reasonable estimate of the damages Seller will suffer if Buyer defaults.

c.                                       Buyer shall pay the balance of the Purchase Price in cash at Closing.

d.                                      Buyer’s obligations under this Agreement are not contingent on or subject to mortgage financing.

4.                                       Due Diligence.

a.                                       Due Diligence Period. From the date of execution of this Agreement until 5:00 p.m. (HST) on the 60th day following the Effective Date (the “Due Diligence Period”), Buyer, at Buyer’s expense, may review, survey and investigate (a) the physical and environmental condition of the Property, (b) the character, quality, and general utility of the Property, (c) the zoning, land use, environmental and building requirements and restrictions applicable to the Property, (d) the state of title to the Property, and (e) any and all other documents and matters Buyer feels are necessary to evaluate the Property and determine its acceptability to Buyer (“Due Diligence”). The Seller shall make available to Buyer, for Buyer’s review and use, copies of all maps, surveys, appraisals, reports or other investigative studies conducted by Seller regarding the Property. Such information shall include, but not be limited to, future anticipated farming activities upon the Property and adjacent properties owned by the Seller, water supplies, reservoirs and waterlines located on the Property and maintenance and repair of such facilities, existing and future agreements with third parties regarding the use and maintenance of the water supplies and facilities, anticipated easements for access and utilities, available precipitation reports, any existing leases issued to third parties for the use of the Property, and a history of the farming of the Property and occupancy of the residential improvements located thereon. Seller shall permit Buyer to inspect and, at Buyer’s expense, copy the files provided by Seller pursuant to this section (excluding any confidential or privileged materials).

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b.                                      Title Report. No later than fifteen (15) days after the Effective Date, Seller shall secure a current title report regarding the Property (the “Title Report”) from Escrow, and provide a copy of it to Buyer. No later than five (5) days following Seller’s delivery of the Title Report and copies of documents listed in the Title Report to Buyer, Buyer shall notify Seller in writing of any liens, restrictions or other encumbrances shown on the Title Report that are objectionable. No later than ten (10) days following Buyer’s delivery of such notification to Seller, Seller shall notify Buyer whether Seller agrees to remove any such objectionable encumbrance from title prior to Closing. If Seller does not agree to remove an encumbrance and Buyer nevertheless waives the Due Diligence right to cancel this Agreement set forth below and proceeds to close its purchase, Buyer’s objections to that encumbrance shall be deemed waived. All liens, restrictions and other encumbrances shown on the Title Report, excluding any that Seller agrees to remove, shall be called “Permitted Encumbrances”.

c.                                       Allocation of Future Subdivision Rights. Under the existing Agricultural Zoning Ordinance, Maui County Code Section 19.30A.030.G, Tax Map Key No. (2) 2-3-7:1 has the potential to be subdivided into at least thirty-six (36) developable lots. Four (4) potential agricultural lots are intended to be allocated to the Property as follows:

2 lots of 2-acre minimum size

2 lots of 15-acre minimum size

In the event that the total agricultural subdivision potential needs to be adjusted due to unforeseen circumstances, the revised allocation shall be set prior to the end of the Due Diligence period.

d.                                      Waterline and Access Easements. Within thirty (30) days of the Effective Date, the Seller shall make a good faith effort to provide a map to the Buyer which shall identify all existing waterlines, reservoirs and access easements that exist on the Property for the benefit of the Seller, the County of Maui, or any other party, for the Buyer’s review. Provided that Buyer understands that it bears the obligation to conduct his own due diligence investigation of the Property.

e.                                       Due Diligence Cancellation Right. If during the Due Diligence Period, Buyer determines in its sole discretion that the Property is not acceptable for any reason, Buyer shall have the right before the expiration of the Due Diligence Period to terminate this Agreement by giving written notice to Seller. Upon such termination by Buyer, this Agreement shall terminate, Buyer’s deposits together with any interest earned thereon, less any incurred escrow fees or expenses, shall be refunded to Buyer, all documents/information about the Property obtained by Buyer shall be delivered forthwith to Seller and the parties hereto shall be released from all further obligations and liabilities hereunder, except that Buyer shall restore any damage done to the Property as a result of its Due Diligence inspections. If Buyer fails to exercise this right to cancel on or

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before such date and time, then Buyer shall be deemed to have waived its right to cancel this Agreement. Buyer shall defend, indemnify, and hold Seller harmless against any losses, damages, costs, and expenses including reasonable attorney’s fees, arising from any entry on the Property by Buyer or any of its agents, employees, contractors or representatives to conduct Due Diligence.

5.                                       Escrow, Closing, Prorations and Expenses.

a.                                       Escrow. The transfer of the Property shall occur through Title Guaranty Escrow Services, Kahului Branch, attention Lynn Sueda (“Escrow”).

b.                                      Closing Date. Payment of the Purchase Price and recording of the Warranty Deed conveying the Property to Buyer (“Closing”) shall occur 90 days following the County of Maui’s issuance of final subdivision approval for the consolidation and resubdivision described above, or on another date mutually agreed upon by the parties. Provided, however, that Seller shall have the sole right to extend Closing by up to an additional 120 days, whereby Closing could occur up to 210 days beyond the date of said final subdivision approval. Seller shall provide Buyer with at least 30 days prior notice of any change in the closing date.

c.                                       Seller’s Closing Obligations. On or before Closing Date, Seller shall deliver the following to Escrow:

(1)                                  Four (4) duplicate original copies of a Warranty Deed in a form reasonably acceptable to Buyer and Seller, duly executed and acknowledged by Seller, conveying to Buyer Seller’s fee simple interest in the Property free and clear of any liens or encumbrances, except the Permitted Encumbrances;

(2)                                  A State of Hawaii conveyance tax certificate appropriately completed and executed by Seller;

(3)                                  Certifications in the forms required by Section 1445(e) of the Internal Revenue Code (FIRPTA), and Section 235-68 of the Hawaii Revised States, as amended (HARPTA), duly executed by Seller;

(4)                                  Resolutions of Seller authorizing the execution of this Agreement and the transaction contemplated herein; and

(5)                                  Such funds as are necessary to cover expenses which are to be paid by Seller under this Agreement. Seller may, as an alternative to providing such funds, deposit with Escrow a written authorization satisfactory to Escrow providing for the payment of such expenses out of the sales proceeds due Seller.

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(6)                                  Seller shall have the property surveyed by a surveyor licensed in the State of Hawaii, and provide a map (with surveyor’s stamp) and accompanying report, showing the perimeter of the Property and the location of any improvements within the vicinity of the perimeter boundaries of the Property.

d.                                      Buyer’s Closing Obligations. On or before the Closing Date, Buyer shall deliver to Escrow such cash funds as are necessary to pay the balance of the Purchase Price and to cover expenses which are to be paid by Buyer under this Agreement.

e.                                       Closing Costs. Seller shall pay the following closing costs:  (a) costs of drafting the deed; (b) Seller’s notary fees; (c) conveyance tax; (d) the recording fees for the deed; (e) 50% of Escrow’s fees; (f) sixty percent (60%) of the premium for the title insurance policy and (g) Seller’s attorney’s fees. Buyer shall pay the following closing costs:  (a) forty percent (40%) of the costs of the title insurance policy in the amount of the Purchase Price; (b) Buyer’s notary fees; (c) 50% of Escrow’s fees; and (d) Buyer’s attorney’s fees.

f.                                         Prorations. All real property taxes shall be prorated between Seller and Buyer as of the Closing Date. Other assessments, if any, shall be paid by Seller at Closing.

6.                                       1031 Exchange. Seller reserves the right to sell the Property in a tax-deferred exchange under Section 1031 of the Internal Revenue Code (a “1031 Exchange”). Buyer agrees to cooperate fully with Seller to effectuate Seller’s 1031 Exchange by, among other things, (1) executing all necessary agreements, instruments, addenda, assignments, escrow instructions, consents and other documents necessary or convenient to implement the 1031 Exchange, and (2) entering into an exchange agreement with a qualified intermediary which provides for the 1031 Exchange, provided that Buyer shall not be required to incur any additional expenses or delay Closing due to the 1031 Exchange.

Buyer reserves the right to buy the Property in a tax-deferred exchange under Section 1031 of the Internal Revenue Code (a “1031 Exchange”). Seller agrees to cooperate fully with Buyer to effectuate Seller’s 1031 Exchange by, among other things, (1) executing all necessary agreements, instruments, addenda, assignments, escrow instructions, consents and other documents necessary or convenient to implement the 1031 Exchange, and (2) entering into an exchange agreement with a qualified intermediary which provides for the 1031 Exchange, provided that Seller shall not be required to incur any additional expenses or delay Closing due to the 1031 Exchange.

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7.                                       General Representations and Covenants.

a.                                       Seller’s Representations. Seller hereby represents and warrants to Buyer, which representations and warranties are true as of the date of this Agreement, will be true as of the Closing Date and will survive the Closing:

(1)                                  The execution and delivery of this Agreement and consummation of the transaction contemplated hereby have been duly authorized by Seller. All the documents executed by Seller which are to be delivered to Buyer at Closing will be:  duly authorized, executed, and delivered by Seller; legal, valid, and binding obligations of Seller; sufficient to convey good marketable fee simple title to the Property (if they purport to do so); and not in violation of any mortgage, agreement or undertaking to which Seller is a party or to which Seller is subject or by which Seller or the Property, may be bound or affected.

(2)                                  Seller is duly organized, existing and authorized to do business under the laws of the State of Hawaii.

(3)                                  Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code (the “Code”) and is not a “nonresident person” within the meaning of §235-68(a) of the Hawaii Revised Statutes.

(4)                                  From the Effective Date until Closing, any Agreement by Seller for the sale, use or occupancy of the Property shall be subject to this Agreement and all rights of Buyer hereunder.

b.                                      Seller’s Covenants. Seller covenants and agrees as follows:

(1)                                  From the Effective Date until Closing Date, Seller shall not enter into, modify, or amend any agreement pertaining to and affecting the Property, without the prior written consent of Buyer, which may be withheld in Buyer’s sole discretion. Provided that Seller may enter into other agreements for the sale of the Property to third parties, provided that such agreements shall be contingent upon the termination of this Agreement.

(2)                                  From the Effective Date until Closing Date, Seller shall not mortgage, pledge or grant or convey any interest in the Property without the prior written consent of Buyer unless such mortgage, pledge, grant or conveyance shall be released at Closing, which may be withheld in Buyer’s sole discretion.

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c.                                       Buyer’s Representations. Buyer hereby represents and warrants to Seller, which representations and warranties are true as of the Effective Date, will be true as of the Closing Date and will survive the Closing:

(1)                                  All the documents executed by Buyer which are to be delivered to Seller at Closing will be:  duly authorized, executed, and delivered by Buyer; legal, valid, and binding obligations of Buyer; and not in violation of any mortgage, agreement or undertaking to which Buyer is a party or to which Buyer is subject or by which Buyer may be bound or affected.

(2)                                  Buyer has not filed or been the subject of any filing of a petition under the Federal Bankruptcy Law or any federal or state insolvency laws or laws for composition of indebtedness or for the reorganization of debtors.

8.                                       Leaseback of Pineapple Fields. The Buyer shall lease to Seller the currently existing pineapple fields located on a portion of the Property pursuant to the terms set forth in the lease agreement (which include a lease term through August 30, 2007) attached hereto as Exhibit B. Said lease to be executed by the parties prior to or concurrently with Closing.

9.                                       Seller’s Agricultural Reservation Regarding the Property. The deed conveying the Property shall contain the following reservation:

(a)                                  The Grantee acknowledges that the Property is adjacent to, nearby or in the vicinity of lands which were, are, or will in the future be actively used for the growing, harvesting and processing of pineapple and all other agricultural activities permitted by applicable land use and zoning laws (such activities being herein collectively called the “Agricultural Activities”). Grantee also acknowledges that Agricultural Activities may from time to time bring upon the Property or result in noise, odors, dust, smoke, fumes, vibrations, shock waves, heat, traffic, traffic noise, pesticides, herbicide and other agricultural chemicals, particulates, similar substances and nuisances and other impacts of normal and accepted agricultural practices and operations (collectively, the “Agricultural By-Products”).

(b)                                 Grantee acknowledges that the Property was formerly used for the cultivation of pineapple and other Agricultural Activities and that Agricultural By-Products of such Activities may remain on the Property and in its soils. Construction, Agricultural Activities, and other activities on the Property may thus result in exposure to Agricultural By-Products present on the Property.

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(c)                                  The Grantor reserves, for itself and for its successors and assigns the perpetual right and easement over, above and upon the Property to discharge, emit, transmit, diffuse and/or inflict Agricultural By-Products.

(d)                                 The Grantee hereby assumes complete risk of and forever releases the Grantor, its successors and assigns from all claims for nuisances affecting the Property and from all claims for injury or damages (including, but not limited to, consequential damages, general damages, damages for emotional distress or mental anguish, statutory damages, special damages, exemplary and punitive damages) arising from past, present or future Agricultural Activities or from Agricultural By-Products that currently or in the future affect the Property. Without limiting the generality of the foregoing, the Grantee hereby, with full knowledge of its rights, forever: (i) waives any right to require the Grantor, its successors or assigns, and releases the Grantor, its successors and assigns from any obligation to take any action to correct, remediate, modify, alter, eliminate, abate or clean-up any Agricultural Activities or Agricultural By-Products, and (ii) waives any right to file any suit or claim against the Grantor, its successors or assigns for injunction or abatement of nuisances arising from Agricultural Activities or Agricultural By-Products.

(e)                                  The Grantee shall indemnify, defend and hold harmless the Grantor to the fullest extent allowed by law from and against all claims, demands, actions, losses, damages, liabilities, costs and expenses, including, without limitation, attorneys’ fees, asserted against or incurred by the Grantor, which arise out of any injury, death or damage to person, property or business that occurs on the Property and is the result of any Agricultural Activities or Agricultural By-Products, irrespective of the theory of liability asserted against the Grantor; provided, however, this indemnification shall not apply to claims, demands, actions, losses, damages, liabilities, costs and expenses caused by the proven (and not merely alleged) willful misconduct of the Grantor, but unless the Grantor’s willful misconduct shall be established by a final, nonappealable judgment of a court of competent jurisdiction, the Grantor shall be entitled to the full benefits of this indemnification, including the right to reimbursement for all costs and expenses, including attorneys’ fees, incurred in the defense of any claims or demands asserted by any party against the Grantor.

(f)                                    Any Agricultural Activities or Agricultural By-Products, and any claim, demand, action, loss, damage, liability, cost or expense arising therefrom, shall not constitute a breach of

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any covenant or warranty of the Grantor under this deed or any other agreement between Grantor and Grantee or otherwise be the basis for a suit or other claim, including without limitation a claim for injunction or abatement of nuisances, and the Grantee hereby forever waives any right to file any such suit or claim.

(g)                                 As used in this section regarding Agricultural Activities, all references to the “Grantor” shall mean and include the Grantor and Maui Land & Pineapple Company, Inc., Maui Pineapple Company, Ltd., and all subsidiary, sister and other affiliated companies of the Grantor, and all successors and assigns of the Grantor and its parent, subsidiary, sister and affiliated companies.

10.                                 Water Service; Waterlines. A County of Maui Department of Water Supply water meter shall be transferred to the Buyer by the Seller at the Closing. Seller believes that the meter is a one-inch meter, but makes no representations or warranties as to the size. The meter is not located on the Property. Buyer will bear all expenses to construct waterlines from the meter to the Property. In the alternative, Buyer may seek to have the meter relocated to the Property at his sole cost. Seller will cooperate with Buyer’s efforts to relocate the meter, provided that Seller shall liable for any expenses related to such relocation. If the waterline must cross over other land owned by Seller, outside the Property, Seller shall grant an appropriate waterline easement to Buyer.

There may be existing private waterlines that cross through the Property, the locations of which shall be described during the Due Diligence Period, and for which easements shall be granted to the benefiting parties, provided, however, all easements benefiting the farming activities of the Seller shall terminate if and when Maui Pineapple Company ceases to cultivate crops in the fields currently served or otherwise benefited by said waterline easements. Seller shall survey and reserve waterline easements for the benefit of its other lands, prior to Closing.

11.                                 “AS IS” Sale. Notwithstanding any other provision of this Agreement, Buyer acknowledges that except as specifically represented and warranted by Seller in this Agreement:

(a)                                  Seller makes no warranties or disclosures regarding the property, and any and all information supplied or made available by Seller, whether written or oral, prepared by Seller or other party, and whether in the form of maps, surveys, plats, reports, studies or plans, or any other type of materials or information, whatsoever, is furnished to Buyer solely as a courtesy and is without representation or warranty on the part of Seller, express or implied; and

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(b)                                 Buyer is purchasing the Property on a strictly “AS IS, WHERE IS, WITH ALL FAULTS” basis. Buyer further acknowledges that no representation, written or oral, has been made by Seller, its officers, agents or employees in order to induce Buyer to enter into this Agreement. Buyer represents and warrants that neither Seller nor its officers, agents or employees has made any representation or statement to Buyer concerning the condition, development potential, merchantability, fitness for a particular purpose, operation, resale or investment potential of the Property, nor has Seller or its officers, agents or employees rendered any advice or expressed any opinion to Buyer regarding any tax consequences of ownership of the Property, and Buyer expressly waives any duty by Seller to make any such disclosures or render such opinions. Buyer represents and warrants that as of the Closing Date, Buyer will be familiar with the Property and will have made such independent investigation as Buyer deems necessary or appropriate in order for Buyer to have determined to acquire the Property.

12.                                 Additional Conditions Precedent to Closing.

a.                                       Buyer’s Conditions Precedent to Closing. The obligations of Buyer hereunder are subject to satisfaction of all the conditions set forth in this section. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing:

(1)                                  All of Seller’s representations and warranties shall be true and correct in all material respects as if made on and as of the Closing Date;

(2)                                  Seller shall not be in default in the performance of any material covenant to be performed by Seller under this Agreement;

(3)                                  Escrow shall have provided Buyer a commitment to issue to Buyer an Owner’s Policy of Title Insurance, Form B-1970 or equivalent, with such endorsements as Buyer may request (the “Title Policy”) insuring fee simple to the Property, subject to:  (a) the Permitted Encumbrances, and (b) the standard terms, conditions, exclusions and exceptions contained in the Title Policy that have not been deleted by the extended coverage form or endorsement;

(4)                                  There has been no material damage or adverse developments to the condition of the Property since the expiration of the Due Diligence Period; and

(5)                                  There shall be no legal action or governmental action pending or threatened against the Property since the expiration of the Due Diligence Period.

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b.                                      Seller’s Conditions Precedent. The obligations of Seller hereunder are subject to satisfaction of all the conditions set forth in this section. Seller may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing:

(1)                                  All of Buyer’s representations and warranties shall be true and correct in all material respects as if made on and as of the Closing Date; and

(2)                                  Buyer shall not be in default in the performance of any material covenant or duty to be performed by Buyer under this Agreement.

13.                                 [Reserved].

14.                                 Assignment. This Agreement may not be assigned by Buyer without the prior written consent of Seller, which may be withheld or conditioned in Seller’s sole discretion. Notwithstanding the foregoing, Buyer shall have the right at closing to have the Property conveyed to a legal entity that is a subsidiary or affiliate of Buyer, provided that Buyer shall remain fully obligated under this Agreement.

15.                                 Default; Remedies; Attorneys’ Fees & Costs. Except as otherwise provided in this Agreement, in the event that a party shall fail to perform its obligations under this Agreement, the other party may:  (a) bring an action for damages for breach of contract; (b) file and maintain a suit for specific performance of this Agreement; or (c) pursue any other legal remedy as shall be allowed at law or in equity. If any party hereto shall ever be in default or breach with respect to this Agreement, and the other party shall incur expenses, fees and costs or employ legal counsel to make any demand or otherwise to protect or enforce its rights herein, the party in default or breach shall pay all such costs and expenses incurred by the other party, including court costs and reasonable attorneys’ fees.

16.                                 Indemnity.

a.                                       Indemnity from Seller. Seller shall hold harmless, indemnify and defend Buyer, its successors and assigns and their respective partners, joint venturers, members, agents, employees, officers, and directors, and the Property from and against any and all obligations, liabilities, claims, liens, encumbrances, demands, losses, damages, causes of action judgments, costs and expenses (including, without limitation, attorney’s fees and expenses), whether direct, contingent, or consequential and no matter how arising (“Losses and Liabilities”) in any way resulting from any material breach of any representations and warranties or covenants by Seller in this Agreement.

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b.                                      Indemnity from Buyer. Buyer shall hold harmless, indemnify and defend Seller, its successors and assigns and their respective agents, employees, officers and partners, from and against any and all Losses and Liabilities in any way resulting from any material breach of any representations and warranties or covenants of Buyer in this Agreement.

17.                                 Brokerage; Commission. No brokers are involved in this transaction. In the event of any claim, for a broker’s fee, finder’s fee, commission or other similar compensation in connection with this transaction arising out of any claim by reason of services alleged to have been rendered to, or at the request of either party, such party agrees to indemnify, defend, protect and hold the other party harmless against any and all liability, loss, cost, damage or expense (including reasonable attorneys’ fees and costs) which the other party may sustain or incur by reason of such claim. The provisions of this Section shall survive the termination of this Agreement or the Closing.

18.                                 Miscellaneous.

a.                                       Entire Agreement. This Agreement is the entire agreement between the parties and shall not be modified except by an instrument in writing signed by all of the parties. This Agreement supersedes any and all other understandings or agreements, whether written or oral, between Seller and Buyer concerning the sale and purchase of the Property.

b.                                      No Waiver; Time of the Essence. No failure by either party to insist upon strict performance by the other party of any of the terms and provisions of this Agreement shall constitute or be deemed to be a waiver of any such term or provision, or constitute an amendment or waiver of any such term or provision by course of performance. Time is of the essence with respect to the obligations under this Agreement.

c.                                       Notices. Any notice given by either party pursuant to this Agreement shall be valid if in writing and personally delivered, sent by facsimile transmission, or if sent by registered or certified mail, return receipt requested, postage prepaid, to the last known address of the other party. Such notice shall be effective upon such personal delivery, completion of facsimile transmission with confirmation of successful transmission, or two (2) days after such mailing. Either party may, at any time and from time to time, in the manner set forth for the giving of notices, give notice to the other party hereunder of any change of address, and such address shall be sufficient as the last known address of the party hereunder. The following addresses, telephone numbers and facsimile numbers shall be used until notice to the contrary:

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d.                                      Headings. All headings used in this Agreement are for reference convenience only and are not to be construed as limiting in any manner the content of any Section, paragraph or particular provision.

e.                                       Applicable Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Hawaii.

f.                                         Severability. If any provisions of this Agreement is held invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof.

g.                                      Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties herein named and their respective successors and permitted assigns.

h.                                      Multiple Buyers. In the event that more than one buyer has entered into this Agreement, then all such buyers shall be jointly and severally bound by the terms of this Agreement.

i.                                          Counterparts. This Agreement may be executed in counterparts and transmitted by fax or email. Each counterpart shall, irrespective of the date of its execution and delivery, be deemed an original, and the counterparts together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

MAUI LAND & PINEAPPLE COMPANY, INC.

Attachments:

Exhibit A – Property Description

Exhibit B – Leaseback of pineapple fields

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