PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned PRICESMART, INC., a Delaware corporation (the Borrower), promises to pay to PS IVANHOE, LLC, a California limited liability company (the Lender), or order, at 7979 Ivanhoe Avenue, Suite 550, La Jolla, California 92037, or such other address as may be directed in writing, the principal sum of Twelve Million Five Hundred Thousand Dollars ($12,500,000), together with interest thereon at a rate of eight percent (8%) per annum, computed from the date hereof on the basis of a three hundred sixty (360) day year, actual days elapsed.

1. Payment of Principal and Interest. Interest accrued on this promissory note (the Note) shall be due and payable on the 1st day of each month commencing with the first month after the date of this Note. All unpaid principal and accrued unpaid interest shall be due and payable in full two (2) years from the date hereof (the Maturity Date).

2. Credit of Payments. Each payment under this Note shall be credited in the following order: (a) costs, fees, charges and advances paid or incurred by Lender and for which the Borrower is obligated under the terms herein; (b) interest payable under this Note; and (c) principal under this Note. All installments of principal and interest of this Note shall be payable in lawful money of the United States of America. Checks constitute payment only when collected.

3. Prepayment. The Borrower may prepay in whole or, from time to time, in part, and without any premium or penalty therefor, the principal amount hereof then remaining unpaid, together with accrued unpaid interest on this Note. Any such prepayment shall be applied first to accrued unpaid interest on this Note and the balance to principal due hereunder.

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