Promissory Note



 Exhibit 10.1 
  
 PROMISSORY NOTE 
  

			
	$3,000,000	 	November 3, 2004
	 	 	San Diego, California

  
 FOR VALUE
RECEIVED, the undersigned PRICESMART INC., a Delaware corporation, (the “Borrower”), promises to pay to THE PRICE GROUP, LLC, a California limited liability company, (the “Lender”) or order, at 7979 Ivanhoe
Avenue, Suite 520, La Jolla, California 92037, or such other address as may be directed in writing, the principal sum of Three Million Dollars ($3,000,000), together with interest thereon at a rate of five percent (5%) per annum, compounded
annually, computed from the date hereof on the basis of a three hundred sixty-five day (365) year, actual days elapsed. 
  
 1. Payment of Principal and Interest. All unpaid principal and accrued unpaid interest shall be due and payable in full ninety (90) days
from the date hereof. 
  
 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. 
  
 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. As a condition to any prepayment,
the Borrower must give the Lender at least five (5) days prior notice of intention to prepay. 
  
 4. Interest and Default. From and after the Maturity Date the entire unpaid principal balance and accrued unpaid interest shall
automatically bear an annual interest rate equal to the lesser of: (a) ten percent (10%) per annum or (b) the maximum interest rate allowed by law; in lieu of the rate provided above herein. 
  
 5. Attorney Fees. Borrower agrees to pay the following costs,
expenses, and attorney fees paid or incurred by Lender, or adjudged by a court: (a) reasonable costs of collection and costs, expenses, and attorney fees paid or incurred in connection with the collection or enforcement of this Note, whether or not
suit is filed; (b) reasonable costs, expenses, and attorney fees paid or incurred in connection with representing Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a
claim under this Note; and (c) costs of suit and such sum as the court may adjudge as attorney fees in any action to enforce payment of this Note or any part of it. 
  
 6. Waiver. Borrower, endorsers, and all other persons liable or to become liable on this Note waive
presentment, protest, and demand; notice of protest, demand, and dishonor; and all other notices or matters of a like nature. 
  
 7. Usury. All agreements between Borrower and Lender are expressly limited, so that in no event or contingency, whether because of the
advancement of the proceeds of this Note, acceleration of maturity of the unpaid principal balance, or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance, or retention of the money to be advanced under this Note
exceed the highest lawful rate permissible under applicable usury laws. If, under any circumstances, fulfillment of any provision of this Note or any other agreement pertaining to this Note, after timely performance of such provision is due, shall
involve exceeding the limit of validity prescribed by law that a court of competent jurisdiction deems applicable, then, ipso facto, the obligations to be fulfilled shall be reduced to the limit of such validity. If, under any circumstances, Lender
shall ever receive as interest an amount that exceeds the highest lawful rate, the amount that would be excessive interest shall be applied to reduce the unpaid principal balance under this Note and not to pay interest, or, if such 








 
excessive interest exceeds the unpaid principal balance under this Note, such excess shall be refunded to Borrower. This provision shall control every other
provision of all agreements between Borrower and Lender. 
  
 8.
Forbearance Not a Waiver. If Lender delays in exercising or fails to exercise any of its rights under this Note, that delay or failure shall not constitute a waiver of any Lender rights or of any breach, default, or failure of condition
under this Note. No waiver by Lender of any of its rights or of any such breach, default, or failure of condition shall be effective, unless the waiver is expressly stated in a writing signed by Lender. 
  
 9. Assignment. This Note inures to and binds the heirs, legal
representatives, successors, and assigns of Borrower and Lender; provided, however, that Borrower may not assign this Note or any proceeds of it, or assign or delegate any of its rights or obligations, without Lender’s prior written consent in
each instance. Lender, in its sole discretion, may transfer this Note, and may sell or assign participations or other interest in all or any part of this Note, all without notice to or the consent of Borrower. 
  
 10. Severability. If any provision of this Note, or the
application of it to any party or circumstance, is held void, invalid, or unenforceable by a court of competent jurisdiction, the remainder of this Note, and the application of such provision to other parties or circumstances, shall not be affected
thereby, the provisions of this Note being severable in any such instance. 
  
 11. Time is of the Essence. Time is of the essence with respect to all obligations of Borrower under this Note. 
  
 12. Waiver of Jury Trial. LENDER AND BORROWER EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED ON,
ARISING FROM, OR RELATED TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED BY THIS NOTE, IN ANY ACTION, PROCEEDING, OR OTHER LITIGATION OF ANY TYPE BROUGHT BY EITHER PARTY AGAINST THE OTHER, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR
OTHERWISE. BORROWER AND LENDER AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY
OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM, OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS NOTE. THIS WAIVER SHALL APPLY TO ANY FUTURE AMENDMENTS, RENEWALS, SUPPLEMENTS, OR
MODIFICATIONS TO THIS NOTE. 
  
 13. Governing
Law. This Note shall be construed and enforceable according to the laws of the State of California. 
  
 Executed as of the date first written above. 
  
 BORROWER 
  
 PriceSmart Inc. 
  
  
 By /s/ John Heffner 
 Chief
Financial Officer 
  
 By /s/ Atul Patel 
 SVP Finance