PRC TECHNOLOGY LICENSE AGREEMENT

                                    (AMENDED)



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                                    CONTENTS



1.    Definitions And Interpretation..........................................6



2.    License.................................................................7



3.    Computer Software Systems...............................................8



4.    Technical Support Service..............................................10



5.    Consideration for License and Rights...................................12



6.    Additional Duties of Licensee..........................................14



7.    Merchandising..........................................................17



8.    Protection of Intellectual Property Rights.............................19



9.    Indemnities............................................................20



10.   Confidential Information And Non-competition...........................22



11.   Term; Termination......................................................23



12.   Termination............................................................23



13.   Arbitration............................................................25



14.   General Provisions.....................................................26



15.   Restriction on Transfers...............................................27



16.   [Intentionally deleted]................................................28



17.   Change Of Control Of Licensor..........................................28



Exhibit A    Agency Agreement between Novont Holdings Co., Ltd. andCheng Cheng

Import-Export Co., Ltd.......................................................31



Exhibit B    Territory.......................................................32



Exhibit C    J.D. Edwards Agreement..........................................33



Exhibit D    Form Of Gross Sales Report......................................34



Exhibit E    Territory Outlet Openings.......................................35



Exhibit F    Current Policies, Procedures and Quality Standards..............36



Exhibit G    Employee's Confidential Information Agreement...................41



Exhibit H    Key Employee's Confidentiality and Non-Competition Agreement

("Agreement")................................................................42





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THIS AGREEMENT, dated as of February 28, 2001, is made:



BETWEEN



(1)    PRICESMART, INC. a corporation organized and existing under the laws of

       the State of Delaware, United States of America (USA), with a principal

       office and place of business at 4649 Morena Blvd., San Diego, CA 92117,

       USA (LICENSOR);



(2)    NOVONT HOLDINGS CO., LTD., a limited liability company, organized and

       existing under the laws of the People's Republic of China (PRC), with its

       registered address at Xuhai Building, Room 601, No. 86 Haidian Road,

       Haidian District, Beijing, PRC (LICENSEE);



(3)    NOVONT, INC., dba TIMETONE INTERNATIONAL GROUP, a corporation organized

       and existing under the laws of the State of California, USA, with its

       registered address at 444 South Flower St., Los Angeles, CA., 90071 (US

       LICENSEE);



(4)    Cheng Cheng Import-Export Co., Ltd. a company organized and existing

       under the laws of the PRC possessing valid foreign trade rights, with its

       registered address at No. 18 Xueqing Road, Haidian District, Beijing,

       PRC, as agent on behalf of Licensee for the importation of the relevant

       technology and goods under this Agreement (IMPORT AGENT); the Agency

       Agreement between Licensee and the Import Agent is attached hereto as

       Exhibit A.



WHEREAS



(A)  Licensor owns the rights to certain trade secrets, know-how and other

intellectual property which have proven sufficient for the design,

establishment, management and operation of a business engaged in the sale of

general merchandise, food and related products and services (the MERCHANDISE

BUSINESS SYSTEM); and



(B)  Licensee desires that Licensor provide to Licensee the right to establish

the Merchandise Business System in the Territory and the right to receive

certain merchandising and technical support from Licensor, including training of

Licensee's personnel in the methods of establishing and operating the

Merchandise Business System;



(C)  Licensor is willing to provide  such rights to  Licensee,  subject to the

terms and conditions set forth below;





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(D)  US Licensee is willing to and agrees to facilitate the implementation of

this Agreement as may be necessary or appropriate;



(E)  The Import Agent has agreed to act as import agent for Licensee with regard

to Licensee's import requirements;



(F)  This Agreement is intended to and shall supercede the PRC Technology

License Agreement entered into on January 4, 1999 between Licensor, Licensee's

predecessor in interest BEIJING PRICESMART MEMBERSHIP SHOPPING ENTERPRISES

GROUP, US Licensee and Import Agent.



IT IS AGREED AS FOLLOWS:



1.     DEFINITIONS AND INTERPRETATION



1.1    In this Agreement:



AFFILIATE shall mean in relation to any individual, organization (unincorporated

or incorporated), association, trust, entity or partnership (collectively a

PERSON) any other Person which it controls or which controls it or with which it

is under common control. For this purpose, CONTROL means the direct or indirect

ownership or control of fifty percent (50%) or more of the interest or equity of

the relevant Person.



APPROVAL AUTHORITY shall mean the Ministry of Foreign Trade and Economic

Cooperation or its subsidiary agency, as applicable.



BUSINESS PLAN shall mean an operating plan prepared by Licensee for the

establishment and operation of the Merchandise Business System in the Territory,

including among other things, expenses and revenues.



GOVERNMENTAL APPROVAL shall mean any consent, permission, approval,

authorization, order or expiration of waiting period following filing or

notification, of any agency or instrumentality of the government(s) of the PRC

that is required in order for the parties to this Agreement to carry out all

provisions of this Agreement.





PERSON shall mean any individual, organization (unincorporated or incorporated),

association, trust, entity or partnership.



PRICESMART INTELLECTUAL PROPERTY shall mean all intangible proprietary rights

owned by or controlled by Licensor relating to the ownership and operation of

the Merchandise Business System in the PRC, including, without limitation,

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