<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>gottlieb.txt
<DESCRIPTION>CANELLATION OF CONSULTING AGREEMENT BETWEEN THE COMPANY AND THOMAS M. GOTTLIEB
<TEXT>
            Cancellation of Consulting Agreement


     This Agreement (the "Agreement") is entered into
between Maui Land & Pineapple Company, Inc. (the "Company")
and Thomas M. Gottlieb ("Gottlieb") on October 29, 2004.

     WHEREAS, the Company and Gottlieb entered into an
arrangement effective as of June 15, 2004 (the "Consulting
Arrangement"), whereby Gottlieb agreed to provide resort
development consulting services to the Company, including:

     -    Participating in the process of optimizing the
          timing, marketing, pricing and product mix of the
          residential units to be developed by the Company
          and/or its partners within the Kapalua Resort Area;

     -    Providing input for the design, development,
          programming and operation for the Miraval project
          at KapaluaMauka;

     -    Providing input for the design, development,
          programming and operation for the Amenity core/beach
          club to be built adjacent to the KBH site;

     -    Participating in the process of optimizing the
          structure of Company's legal, financial and operating
          relationships with its key strategic partners in
          Kapalua - Miraval, Marriott/Ritz, Exclusive Resorts;

     -    Facilitating other Company corporate development
          projects related to greater Kapalua.

     WHEREAS, pursuant to the Consulting Arrangement, the
Company granted Gottlieb an option (the "Option") to
purchase 30,000 shares of the Company's common stock at an
exercise price of $31.75 per share and entered into
discussions to execute a consulting agreement containing
these terms and conditions;

     WHEREAS, the Company and Gottlieb hereby desire to
terminate the Consulting Arrangement and, except as
specifically stated below, to cancel all of Gottlieb's
rights pursuant to the Option without any consideration
payable by either party.

     NOW, THEREFORE, the parties hereto hereby agree as
follows:

     1.  The grant to Gottlieb under the Option for the
purchase of 2,500 shares of the Company's common stock at
$31.75 per share shall vest on the date hereof and shall be
exercisable through June 15, 2014 (i.e., 10th anniversary of
the date the options were granted).

     2.  Except for the option to purchase 2,500 shares of
the Company's common stock as stated in #1 above, all of the
Company's and Gottlieb's rights, covenants and obligations
pursuant to the Consulting Arrangement and the Option,
whether arising prior to the date hereof or that would
otherwise arise in the future, are hereby terminated and
cancelled as of September 15, 2004.

     3.  This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof, and
supersedes all prior understandings with respect to the
subject matter hereof.  No extension, change, modification,
addition or termination of this Agreement shall be
enforceable unless in writing and signed by each party
hereto.

     4.  This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of
which together shall constitute one and the same instrument.

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


COMPANY:                 MAUI LAND & PINEAPPLE
                         COMPANY, INC.

                         By: /S/ DAVID C. COLE
                         Name:   David C. Cole
                         Title:  Chairman, President and
                                 Chief Executive Officer

GOTTLIEB:                    /S/ THOMAS M. GOTTLIEB
                                 Thomas M. Gottlieb

</TEXT>
</DOCUMENT>
