63330--3/8/2007--MAUI_LAND_&_PINEAPPLE_CO

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{loan, real, estate}

{cost, contract, operation}

{operation, natural, condition}

{competitive, industry, competition}

{personnel, key, retain}

{customer, product, revenue}

{cost, regulation, environmental}

{gas, price, oil}

{capital, credit, financial}

{tax, income, asset}

Our success depends in large part upon the continued services of a number of significant employees, the loss of which could adversely affect our business, financial condition and results of operation. Real estate investments are subject to numerous risks. If we are unable to complete land development projects within forecasted timing and budgeting, or at all, financial results may be negatively affected. If we are unable to obtain required land use entitlements at reasonable costs, or at all, our operating results would be adversely affected. Recent legislation adopted by the County of Maui may increase land use entitlement costs, negatively impact land values, defer planned development projects, and materially impact operating results. The historical price and market for luxury real estate on Maui has been highly cyclical and if the market demand for luxury real estate were to decrease, our operating results could be adversely affected. If we are unable to successfully compete with other developers of luxury real estate on Maui, our financial results could be materially affected. We have entered into limited guarantees under which we may be required to guarantee completion of the Kapalua Bay project or certain limited recourse obligations of Kapalua Bay, LLC. If ancient human remains continue to be uncovered at the construction site of the Residences at Kapalua Bay project, our expected financial returns from the project could be negatively impacted. If we cannot attract and retain skilled workers for our resort operations, our financial results could be negatively impacted. There is a potential lack of adequate skilled workers on Maui for larger development projects. We may be subject to certain environmental regulations under which we may have additional liability and experience additional costs for land development. Our agriculture operations face significant competition from companies with greater financial resources and from foreign competition with lower cost structures. Changes in weather conditions or natural disasters can have an adverse impact on crop production and materially affect our results of operations. If we are unable to successfully compete with other producers of fresh and processed pineapple, our financial results could be materially affected. One customer has provided a substantial portion of our processed pineapple sales; the loss of this customer may have a material adverse effect on operating results. Our ability to competitively serve our customers depends on the availability of reliable and low-cost transportation, and any increases in transportation-related costs could have material adverse impact on our results of operations. We rely upon co-packers to provide our supply of some products, and any failure by co-packers to fulfill their obligations could adversely affect our financial performance. Because we are located in Hawaii and therefore apart from the mainland United States, we are more sensitive to certain economic factors, which may adversely affect operating results.

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63330--3/8/2007--MAUI_LAND_&_PINEAPPLE_CO_INC