Safeco Insurance Company

                                               PO Box 34526

                                               Seattle, WA 98124-1526



                                GENERAL AGREEMENT

                                  OF INDEMNITY



THIS AGREEMENT is made by the Undersigned Corporation in favor of the Surety (as

hereafter defined) for the purpose of indemnifying it from all loss and expense

in connection with any Bonds for which it now is or hereafter becomes surety for

Kukui'Ula Development Company (Hawaii), LLC.



DEFINITIONS: Where they appear in this agreement, the following terms shall be

considered as defined below:

BOND: Any and all bonds, undertakings or instruments of guarantee and any

renewals or extensions thereof executed by Surety for Kukui'Ula Development

Company (Hawaii), LLC.

SURETY: Any one or combination of the following: Safeco Insurance Company of

America; General Insurance Company of America; First National Insurance Company

of America; Safeco National Insurance Company; any person or company joining

with any of the aforesaid companies in executing any Bond, executing any Bond at

their request or providing reinsurance to them with respect to any Bond.

INDEMNITY TO SURETY: The Undersigned Corporation agrees to pay to Surety upon

demand all loss and expense, including reasonable attorney fees, incurred by

Surety by reason of having executed any Bond. An itemized statement of loss and

expense incurred by Surety, sworn to by an officer of Surety, shall be prima

facie evidence of the fact and extent of the liability of the Undersigned

Corporation to Surety in any claim or suit by Surety against the Undersigned

Corporation. Separate suits may be brought under this agreement as causes of

action accrue, and the pendency or termination of any such suit shall not bar

subsequent action by Surety.

GENERAL PROVISIONS:

1. Surety shall have the right to decline to execute any Bond.

2. Assent by Surety to changes in any Bond or refusal so to assent shall not

release or affect the obligations of the Undersigned Corporation to Surety.

3. Surety shall have every right, defense or remedy which a personal surety

without compensation would have, including the right to exoneration.

4. The Undersigned Corporation will on request of Surety procure the discharge

of Surety from any Bond and all liability by reason thereof. If such discharge

is unattainable, the Undersigned Corporation will, if requested by Surety,

either deposit collateral with surety, acceptable to Surety, sufficient to cover

all exposure under such bond or bonds, or make provisions acceptable to Surety

for the funding of bonded obligation(s).

5. The Undersigned Corporation will on request of Surety pay any premium due for

any Bond, computed according to the rates currently charged by Surety, including

renewal premiums until proof satisfactory to Surety is furnished if its

discharge from liability under any Bond.

6. The Undersigned Corporation warrants that it is specifically and beneficially

interested in the obtaining of each Bond.

7. Invalidity of any provision of this agreement by reason of the laws of any

state, or for any other reason, shall not render the other provisions hereof

invalid.

8. The Undersigned Corporation may cause a cessation of its indemnity so as not

to cover any new Bonds for any of the entities for which it has indemnified

under this agreement. To do so, the Undersigned Corporation must send written

notice to Surety by registered or certified mail to Safeco Insurance Company of

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