<PAGE>


                         LOAN AGREEMENT BY AND BETWEEN
                                   CITIBANK
                                      and

PRICSMARLANDCO, S.A., PRISMAR DE COSTA RICA, S.A., PSMT CARIBE, INC.,
PRICESMART, INC., P.S.C., S.A., AND VENTURES SERVICES, INC.

THIS LOAN AGREEMENT IS ENTERED INTO, ON THE DATE INDICATED ON THE SIGNATURE
PAGE HERETO, BY AND BETWEEN, on the first part, CITIBANK, N.A. -
INTERNATIONAL BANKING FACILITY, a banking entity established, organized and
existing under the laws of the United States of America ("CREDITOR") and, on
the second part, PRICSMARLANDCO, SOCIEDAD ANONIMA, a corporation organized
and existing under the laws of the country of Costa Rica ("DEBTOR"), and as
guarantors PRISMAR DE COSTA RICA, SOCIEDAD ANONIMA, a corporation organized
and existing under the laws of the country of Costa Rica, PRICESMART, INC., a
corporation organized and existing under the laws of Delaware, P.S.C.,
SOCIEDAD ANONIMA, a corporation organized and existing under the laws of
Delaware, P.S.C., SOCIEDAD ANONIMA, a corporation organized and existing
under the laws of Panama, and PSMT CARIBE, INC., a corporation organized and
existing under the laws of the British Virgin Islands ("GUARANTORS"), and
VENTURES SERVICES, INC., a corporation organized and existing under the laws
of Delaware, as technology licensor ("LICENSOR").

                                  RECITALS:

WHEREAS, DEBTOR, PRICSMARLANDCO, SOCIEDAD ANONIMA, Costa Rican corporate
identification number three hyphen one hundred and one hyphen two hundred
twenty nine thousand nine hundred forty-eight (3-101-229,948), domiciled in
San Jose, Costa Rica, entity registered in the Mercantile Section of the
Public Registry, book one thousand two hundred two (1,202) page seventy-eight
(78), entry seventy-five (75), has applied to CREDITOR CITIBANK N.A. -
INTERNATIONAL BANKING FACILITY, a bank entity established, organized and
existing under the laws of the United States of America, for a medium term
non-revolving mercantile loan in the amount of five million nine hundred
thousand dollars ($5,900,000.00), legal tender of the United States of
America (the "LOAN");

WHEREAS, THE DEBTOR proposes to use the LOAN for costs of construction,
including furniture, fixture and equipment, of PRICESMART membership shopping

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<PAGE>


warehouse with an area of approximately five thousand (5,000) square meters,
on a parcel of land owned by THE DEBTOR in San Jose, Costa Rica, Central
America, more accurately described below ("THE PROPERTY");

WHEREAS, THE DEBTOR has offered a security interest in THE PROPERTY,
including any improvements thereto, in favor of THE CREDITOR;

WHEREAS, THE DEBTOR has agreed to continue being responsible for the
operation, management and administration of the PRICESMART mercantile
establishment;

WHEREAS, THE DEBTOR has complied with the following conditions precedent to
the grant of the loan:  a) THE DEBTOR has offered loan guarantees acceptable
to THE CREDITOR, b) the parties have reached an agreement concerning the
terms and conditions of the loan and the form and content of documentation
necessary for the completion of this transaction, including but not limited
to credit agreements and insurance policies, c) THE DEBTOR has provided an
appraisal of THE PROPERTY and furniture, fixtures and equipment offered as
security for this loan which was conducted by an expert appraiser selected by
THE CREDITOR, and; d) the appraisal reflected an appraised value in an amount
sufficient to qualify THE PROPERTY TOGETHER WITH FURNITURE, FIXTURES AND
EQUIPMENT as security for the loan in the amount contemplated;

WHEREAS, THE DEBTOR has agreed that THE CREDITOR reserves the right not to
make any disbursement in cash if there is: a) any adverse material change in
the financial condition of THE DEBTOR and/or any of THE GUARANTORS between
the date of the execution of this LOAN AGREEMENT and the date on which the
disbursement becomes due, and; b) if at the time of the disbursement,
political conditions in the Republic of Costa Rica materially and adversely
affect the risks to THE CREDITOR in making the loan disbursement;

WHEREAS, it has been deemed beneficial by THE CREDITOR, THE DEBTOR and each
of THE GUARANTORS, to grant, receive and guarantee, respectively, the loan
set forth in this document, in accordance with the terms and conditions
herein set forth;

THEREFORE, in accordance with the foregoing clauses, and being deemed
beneficial for all the parties hereto, the undersigned enter into this LOAN
AGREEMENT, subject to the following terms and conditions:

AGREEMENT:

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<PAGE>


1.  DEFINITIONS:
For purposes of this LOAN AGREEMENT, the following terms shall mean:
THE PROPERTY: That property registered in the Public Registry Office,
   Province of San Jose, real estate registration numbers: 1) four hundred
   and eighty-six thousand one hundred and ninety-eight hyphen zero zero zero
   (486,198-000), described as parking lot and warehouse, located in San
   Jose, eighteenth canton, first district, with an area twenty one thousand
   three hundred fifty three meters with twenty seven square decimeters
   (21,353,27 m2), and the following boundary lines: North: Pricsmarlando,
   S.A. and public road South: National Insurance Institute; East: Republic
   Tobacco Company; and West: Negocios Nacional Nortenos, S.A. and partially
   Pricsmarlando, S.A. 2) four hundred and ninety four thousand eight
   hundred fifty six hyphen zero zero zero (494,856-000), described as land
   for construction, located in San Jose, eighteenth canton, first district,
   with an area two thousand two hundred forty nine meters two square
   decimeters (2,249,02 m2), and the following boundary lines: North: public
   road South: Pricsmarlando, S.A.; East: Republic Tobacco Company; and West:
   Pricsmarlando, S.A. and which constitutes the encumbered property that
   secures payment under this LOAN AGREEMENT.
LOAN AGREEMENT or AGREEMENT:  The agreement stipulated, agreed upon and
   subscribed by means of this written instrument.
DISBURSEMENT: The delivery of the DOLLARS lent to THE DEBTOR by THE CREDITOR,
   in cash or by means of check, transfer or deposit.
BUSINESS DAY: Any day that the offices of THE CREDITOR are open to the
   general public in the cities of New York and San Jose, Costa Rica.  With
   regard to the six (6) month LIBOR RATE, a day on which THE CREDITOR's
   banks in the cities of New York and San Jose, Costa Rica are all open.
DOLLARS OR DOLLAR: The legal tender of the United States of America.
MATERIAL ADVERSE CHANGE: The negative impact on THE DEBTOR resulting from any
   unfavorable action of any kind or nature, including, but not limited to
   any disadvantageous determination in any suit, arbitration proceeding,
   judicial, extrajudicial or administrative proceedings, or any investigation
   of any government or other authority, which may impose a negative and
   adverse burden, which may make materially difficult and alter adversely
   the financial condition, the business operations, the assets or the
   securities of THE DEBTOR.  For purposes of this definition, "material
   adverse change" shall mean: Any variation related to the business,
   financial conditions, or of other nature, operations, results, properties
   or perspectives of the DEBTOR and/or Prismar de Costa Rica, S.A. and/or
   political, economical or financial conditions of the Republic of Costa
   Rica, or in the Costa Rican market of debtors of loans or loan securities,
   which, in good faith opinion of the CREDITOR, could reasonably be expected
   to significantly diminish the BORROWER'S ability to perform its
   obligations under THE LOAN.
SELF-GUARANTEED LOAN: That certain loan dated as of May 27, 1999 by and
   between Prismar de Costa Rica, S.A. and Banco Bilbao Viscaya as amended,
   evidenced by


                                      3
<PAGE>

     a Promissory Note. BORROWER, PRISMAR DE COSTA RICA, S.A. and each of the
     GUARANTORS agree that the SELF-GUARANTEED LOAN will not be materially
     modified without Creditor's prior written consent.
FINANCIAL STATEMENT: the balance sheet, profit and loss statement, and the
     cash flow statement, including any accompanying note; and in the case of
     audited Financial Statements, including the auditors' report and the
     report of the President or the managers of THE DEBTOR and each of THE
     GUARANTORS.
LEGALLY IN ARREARS: Failure to make a timely payment to interest or to pay
     one of the installments to principal as agreed upon, thereby authorizing
     THE CREDITOR to consider the loan one hundred percent due and payable.
FISCAL YEAR: The period of time that starts on the first day of September of
     every year and ends on the thirty-first day of August of the following
     year. If there is any change in the fiscal year of THE DEBTOR or any of
     THE GUARANTORS, it shall be communicated, and the appropriate addendum
     to this AGREEMENT shall be subscribed.
SIX (6) MONTH LIBOR RATE: Six (6) Month LIBOR Rate on a given date shall mean
     the rate offered by Citibank N.A. London Branch to prime banks in the
     London interbank market at 11 a.m. (London Time) two London Banking Days
     prior to that due date with reference to advances of six months' tenor
     of amounts approximately equal to the principal amount of the Advance
     then outstanding; further, a "London Banking Day" shall mean a day on
     which banks are not required or authorized to close in London.

THE LOAN:
     Subject to the terms and conditions stipulated in this LOAN AGREEMENT,
     THE CREDITOR agrees to lend to THE DEBTOR, and THE DEBTOR agrees to
     borrow from THE CREDITOR, the amount of five million nine hundred
     thousand DOLLARS ($5,900,000.00), legal tender of the United States of
     America, non-revolving mercantile loan, which THE DEBTOR shall use to
     cover the costs of construction including furniture, fixture and
     equipment a PRICESMART membership shopping warehouse on THE PROPERTY.

DISBURSEMENT:
THE DEBTOR shall receive from THE CREDITOR the amount of five million nine
     hundred thousand DOLLARS ($5,900,000.00), amount that shall be disbursed
     subject to: 1) THE DEBTOR offering loan guarantees acceptable to THE
     CREDITOR, 2) the parties reaching an agreement concerning the terms and
     conditions of the loan and the form and content of documentation
     necessary for the completion of this transaction, including but not
     limited to credit agreements and insurance policies, 3) THE DEBTOR
     providing an appraisal of THE PROPERTY offered as security for this loan
     conducted by an expert appraiser selected by THE CREDITOR, and; 4) the
     appraisal reflecting an appraised value in an amount sufficient to
     qualify THE PROPERTY as security for the loan in the amount


                                       4

<PAGE>

     contemplated.
By its execution of this AGREEMENT, THE CREDITOR expressly acknowledges that
     all conditions above have been met.
THE DEBTOR authorizes THE CREDITOR to deduct from this sum the amount
     required to cover the structuring fee referenced in Section 4.c. below.

 4. INTEREST, FEES AND INCREASE IN COSTS:
REGULAR INTEREST: This loan will accrue interests on the remnant of the
     debted amount, equivalent to the Six (6) Month LIBOR Rate plus four
     percentage points. The Six (6) Month LIBOR Rate will be reviewed,
     adjusted and modified on a monthly basis. The interests will be due and
     payable on a monthly basis and will be calculated on the basis of three
     hundred sixty days of a calendar year  and according to the number of
     days that have passed. The interest will start to be counted from today
     and will be payable every fifteen day of every month starting on the
     fifteen day of November, 1999.
OVERDUE INTEREST: If THE DEBTOR fails to make a principal payment on the
     agreed upon date, the DEBTOR will acknowledge interests in the ordinary
     rate that in each opportunity will be in force, plus a surcharge of
     three percentage points, applicable on the principle due. Said overdue
     interest shall also be paid by THE DEBTOR in DOLLARS.
STRUCTURING FEE: THE DEBTOR shall pay, one time only, the amount of
     eighty-eight thousand five hundred DOLLARS ($88,500.00) to THE CREDITOR,
     as a credit structuring fee, which amount THE DEBTOR authorizes and
     requests be deducted from the amount of the disbursement.
TAXES: (a) Any and all payments made hereunder shall be made free and clear of
     and without deduction for any present of future taxes, levies, imposts,
     deductions, charges or withholdings, and all liabilities with respect
     hereto, excluding taxes imposed on net income and all income and
     franchise taxes and any political subdivisions thereof (all such
     non-excluded taxes, levies, imposts, deductions, charges, withholdings
     and liabilities being hereinafter referred to as "Taxes"). If any taxes
     are required by law to be deducted from or in respect of any sum payable
     hereunder (i) the sum payable shall be increased as may be necessary so
     that after making all required deductions the Bank receives an amount
     equal to the sum it would have received had no such deductions been
     made, (ii) the DEBTOR shall make such deductions and (iii) the DEBTOR
     shall pay the full amount deducted to the relevant taxation authority or
     other authority in accordance with applicable law. (b) In addition, the
     DEBTOR agrees to pay any present or future documentary stamp or
     intangible taxes or any other excise or property taxes, charges or
     similar levies which arise from any payments made hereunder or from the
     execution, delivery or registration of, or otherwise with respect to,
     this agreement (hereinafter referred to as "Other taxes"). (c) The
     DEBTOR will indemnify the Bank for the full amount of Taxes or Other
     taxes (including, without limitation, any Taxes or Other taxes imposed
     by any jurisdiction on amount payable under this Section) paid


                                       5

<PAGE>

     by the Bank and any liability (including penalties, interest and
     expenses) arising therefrom or with respect thereto, whether or not such
     Taxes or Other taxes were correctly or legally asserted. This
     indemnification shall be made within 30 days from the date the Bank
     makes written demand therefor. (d) Within 30 days after the date of
     repayment of Taxes, the DEBTOR will furnish to the Bank the original or
     a certified copy of a receipt evidencing payment thereof. If no Taxes
     are payable in respect of any payment, the DEBTOR will furnish to the
     Bank a certificate from each appropriate taxing authority, or an opinion
     of counsel acceptable to the Bank, in either case stating that such
     payment is exempt from or not subject to Taxes. (c) Without prejudice to
     the survival of another agreement of the DEBTOR hereunder, the
     agreements and obligations of the DEBTOR contained in subsections (a)
     through (d) above shall survive the payment in full of principal and
     interest hereunder.

5. TERM:
The term is five (5) years, commencing the 12th day of October 1999 and
expiring on the 15th day of October 2004.

6. PROCEDURE AND PLACE OF PAYMENT OF THE AMOUNTS OWED:
INSTALLMENTS: THE DEBTOR shall pay to THE CREDITOR the amount of principal
owed, by means of the timely payment of twenty fixed and consecutive
quarterly installments to capital, in arrears, in the amount of two hundred
fifteen thousand one hundred four dollars and sixteen cents ($215,104.16)
each, payable on the fifteen of the initial month of each quarter, starting on
the fifteen day of January 2000, and a twenty-first and final installment in
the amount of one million five hundred and ninety-seven thousand nine hundred
sixteen dollars and sixty-seven cents ($1,597,916.67) on the fifteenth day of
October, 2004, plus any outstanding balance. The quarterly installments
payable to THE CREDITOR shall be debited on each date of payment scheduled
from the current account that THE DEBTOR will have with THE CREDITOR OR ANY
SUBSIDIARY OR AFFILIATE OF THE CREDITOR denominated in Dollars, or paid by
means of check, transfer or any other means to the full satisfaction of THE
CREDITOR. Interest shall be payable on a monthly basis, in accordance with
Section 4 above.

7. CONDITIONS PRECEDENT TO THE DISBURSEMENT OF THE CREDIT:
Prior to the disbursement of the credit, the following Conditions Precedent
must be meet:

A.     THE DEBTOR shall have delivered the following to THE CREDITOR:
   Three years of financial statements, including balance sheet, profit and
       loss statement and cash flow statement, of PRICESMART, INC.
   Business plan and cash flow projections for the term of the credit of THE
       DEBTOR and PRISMAR DE COSTA RICA, S.A. on a consolidated basis.


                                       6

<PAGE>

     Business plan and cash flow projections of PRICESMART, INC. AND PSMT
          CARIBE, INC. for 1999-2000 period.
     Final plans of the construction and its specifications.
   e.  Environmental impact assessment, if required by THE CREDITOR.
   f.  Soil study, if required by THE CREDITOR.
     Occupancy permits and other permits and authorizations required for
          operation of the mercantile establishment.
     Leases, shareholder's agreement and license grants, including: license
          agreement, technology transfer, training and sourcing
          agreements subscribed by and among PRICESMART, INC., VENTURES
          SERVICES, INC. and PRISMAR DE COSTA RICA, S.A., and the lease
          agreement subscribed by and between PRICSMARLANDCO, S.A. and
          PRISMAR DE COSTA RICA, S.A. Appraisal of the assets given as a
          security, with form and contents acceptable to THE CREDITOR, which
          shall be for an amount of no less than eight million six
          hundred thousand Dollars ($8,600,000.00) for the real estate and
          the personal property located inside the real property, as it is
          as of the date hereof. PriceSmart, Inc., Ventures Services, Inc.,
          and Prismar de Costa Rica, S.A. hereby expressly amend the
          Licensing, Technology Transfer, Training and Sourcing Agreement
          dated September 14, 1998 in the terms and to grant, in favor of
          CREDITOR, the rights indicated in clause 12 point p of this
          document.

   i.   Any other document that may be reasonably required by THE CREDITOR.
 B.       CITIBANK, N.A. - IBF shall have finalized and signed a Participation
 Agreement with BANCA PROMERICA for its participation in the credit, for an
 amount of nine hundred thousand Dollars ($900,000.00). Said participation
 shall include the collateral on a PARI PASSU basis; however, in an event of
 default, CITIBANK, N.A. - International Banking Facility shall have priority
 over Banca Promerica, its participation being subordinated to the recovery of
 the part of the credit lent by CITIBANK, N.A. - International Banking
 Facility. In any case, the insurance of the Overseas Private Investment
 Corporation (OPIC) shall not cover Banca Promerica.

SPECIAL CONDITIONS OF THE LOAN:
INSURANCE: THE DEBTOR agrees to deliver to THE CREDITOR proof of insurance
     coverage over all the facilities and assets given as security, including
     the property and the buildings, improvements and equipment, against every
     risk, including but not limited to fire, hurricane, civil riot,
     earthquake, floods, liability for accidents and business interruption,
     and any other damage, in an amount deemed satisfactory to THE CREDITOR.
     The rights derived from the existing insurance policies shall be
     assigned in favor of THE CREDITOR effect for the term of this LOAN
     AGREEMENT. The application of the amounts paid on any insurance policy
     claim to the reduction or satisfaction of any outstanding amount of the
     loan, or to the restoration of all or part of the facilities given in
     guarantee to THE CREDITOR, shall be without prejudice of any other right
     or remedy that THE

                                       7
<PAGE>

     CREDITOR may have as established in this LOAN AGREEMENT. Without notice
     being required on the anniversary of each insurance policy, or at the
     request of THE CREDITOR, THE DEBTOR shall deliver to THE CREDITOR
     duplicates of all the original insurance contracts or policies
     subscribed in accordance with the previous provisions, as well as copies
     of the receipts of the premiums paid, and a confirmation issued by the
     insurer certifying that the policies are in force and fully in effect,
     and that THE DEBTOR appears registered as mortgage creditor and
     beneficiary of the policies.
   b. TITLE INSURANCE: The DEBTOR has provided title insurance policy issued
     by Stewart Title which the CREDITOR acknowledges receipt and deems
     acceptable. Such title policy shall be in place in the same terms and
     conditions during the term of the Loan Agreement, except otherwise agree
     between DEBTOR and CREDITOR.

c. PREPAYMENT: THE DEBTOR reserves the right to repay the loan earlier but,
     in such a circumstance, it shall not have any right to any discount or
     to the return of interest already paid. Every prepayment shall be
     applied to the principal in a reverse order to that of the loan
     maturity. All interest due on the prepayment is payable at the same
     time. Said prepayment can be total or partial. If THE DEBTOR makes a
     partial prepayment, the payment must be in an amount of no less than
     two hundred fifteen thousand one hundred four dollars and sixteen cents
     ($215,104.16.00), and shall not be required to pay any prepayment
     penalty. It is understood that an prepayment shall necessarily coincide
     with the dates of payment of interest. In any event of prepayment, THE
     DEBTOR shall give notice of its intent to THE CREDITOR two business days
     prior to the actual payment. THE DEBTOR shall indemnify THE CREDITOR
     against any loss, cost or expense incurred by THE CREDITOR as a result
     of not honoring a prepayment requested and confirmed by THE DEBTOR.

 9. OBLIGATIONS OF THE DEBTOR AND PRISMAR DE COSTA RICA, S.A.:
 THE DEBTOR and PRISMAR DE COSTA RICA, S.A. do expressly agree and undertake
 for the whole term of the loan and until all the monetary obligations derived
 from it have been paid in full and during the term of effectiveness of all
 the securities granted under this AGREEMENT, to the following:
EXISTENCE AND OPERATING LICENSES: THE DEBTOR and PRISMAR DE COSTA RICA, S.A.
     shall obtain, preserve and keep in full legal force their corporate
     existence and full capacity to operate in Costa Rica, as well as all
     types of licenses and permits to operate their activities, including
     but not limited to: all local zoning, land use permits and tax approvals
     needed to convert the garden/soccer field into a shopping warehouse.
     Likewise, THE DEBTOR and PRISMAR DE COSTA RICA, S.A. shall comply with
     all material aspects of the governing laws, regulations, decrees,
     resolutions, judgments, opinions and orders or restrictions imposed by
     any government, judicial or administrative authority or entity, which
     are applicable to the management of their businesses and activities, and
     the

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<PAGE>

     ownership of their property and assets and related subsidiaries,
     including environmental laws, and they shall pay when due all the
     material obligations they may have now or in the future during the term
     of effectiveness of this loan.
BUSINESS MANAGEMENT: They shall continue conducting and operating their
     businesses substantially as described to THE CREDITOR in connection with
     this LOAN AGREEMENT. THE DEBTOR and PRISMAR DE COSTA RICA, S.A. shall
     conduct its business in compliance with all applicable laws and
     directives of Governmental Bodies having the force of law, including
     without limitation Corrupt Practices Laws, and shall implement internal
     management and accounting practices and controls adequate to ensure
     compliance with applicable Corrupt Practices Laws. For purposes of the
     previous sentence, the term "Governmental Body" means any national,
     state or local governmental entity, inside or outside Costa Rica, with
     de facto or de jure authority over any of the Debtor, GUARANTORS, or
     Citibank, and the term "Corrupt Practices Law" means any law prohibiting
     (or imposing sanctions for) bribery, kickbacks, or similar business
     practices. The DEBTOR shall not use the proceeds of the loan for any
     purpose other than meeting the expenses of the project, and shall not
     engage in any business in connection with the project other than the
     DEBTOR's present business activities and those related to the project
     (as each are described in the information provided to OPIC by Citibank)
     and other activities similar thereto, without the prior consent of OPIC.
ASSETS AND PROPERTIES: They shall keep all assets and properties they have
     used in the management of their businesses, in particular those that
     secure payment of the LOAN AGREEMENT, undertaking to maintain the
     securities granted under this LOAN AGREEMENT in the same condition they
     are; and in particular THE DEBTOR and PRISMAR DE COSTA RICA, S.A. cannot
     alienate, transfer or otherwise dispose of any of the securities to
     which this AGREEMENT refers.
BANK BUSINESS: to the extent that the prices and services of THE CREDITOR are
     competitive in the local market, THE DEBTOR, PRISMAR DE COSTA RICA, S.A.
     and their subsidiary and related companies shall strive to obtain their
     needed bank services from THE CREDITOR.
AUDITS AND INSPECTIONS: THE DEBTOR and PRISMAR DE COSTA RICA, S.A. agree to
     collaborate in the inspections regarding the loans and their securities
     which may be conducted by CREDITOR. Futhermore, THE DEBTOR and PRISMAR
     DE COSTA RICA, S.A. agree to accompany the legal representatives of THE
     CREDITOR to inspect THE PROPERTY given as a security, whenever THE
     CREDITOR may deem it reasonably necessary.

FINANCIAL STATEMENTS: THE DEBTOR and each of THE GUARANTORS shall submit to
     THE CREDITOR, within ninety (90) days following the end of their fiscal
     year, their Annual Financial Statements duly audited by a firm of
     external auditors accepted by THE CREDITOR. In the case of THE DEBTOR
     and PRISMAR DE COSTA RICA, S.A., said Financial Statements shall be
     consolidated and consolidating. If at any time THE CREDITOR does not
     approve


                                       9

<PAGE>

     of the firm of external auditors utilized by THE DEBTOR it shall give
     notice to THE DEBTOR and/or any of THE GUARANTORS indicating the
     reasons for the disapproval. In said case, THE DEBTOR and/or THE
     GUARANTORS shall have thirty days counted from the date of
     communication to designate a new company that shall also be subject to
     the same examination and approval of THE CREDITOR, which shall not be
     unreasonably withheld. If approval is not granted by THE CREDITOR in
     this period, THE CREDITOR shall have the right to consider all monetary
     obligations in its favor as due and payable jointly and in advance.

INTERNAL FINANCIAL STATEMENTS: THE DEBTOR and each of THE GUARANTORS shall
     submit to THE CREDITOR on a quarterly basis within forty-five days
     following the end of each quarter, their interim and internal financial
     statements. In the case of THE DEBTOR and PRISMAR DE COSTA RICA, S.A., they
     shall be consolidated and consolidating. All statements shall include an
     affidavit by the legal representative, stating compliance with the
     undertakings hereunder made, including but not limited to: the respective
     financial ratios.
Y2K  PREPAREDNESS: THE DEBTOR and PRISMAR DE COSTA RICA, S.A. shall submit to
     THE CREDITOR a statement of Y2K preparedness including a duly approved
     contingency plan.
PAYMENT OF TAXES: THE DEBTOR and PRISMAR DE COSTA RICA, S.A. shall submit on
     time and in the appropriate form all income tax returns and reports,
     and pay when due all municipal and property taxes and other government
     charges, or those that for any reason have been levied on their
     activities and real and personal property, in particular those that are
     securities under this instrument. THE DEBTOR and PRISMAR DE COSTA RICA,
     S.A. shall not be required to pay said taxes while they are contesting,
     in good faith, their validity or amount following the appropriate legal
     procedures; but they shall reflect in their financial statements the
     reserve fund or allowance for payment thereof, if said payment has to
     be made.
MAINTENANCE OF CERTAIN FINANCIAL RATIOS: Financial ratios will be reviewed on a
     quarterly basis, calculated and measured using a 12 month rolling basis,
     commencing with the conclusion of the first full year of operation from the
     date of the loan. During the term of the credit, THE DEBTOR y PRISMAR DE
     COSTA RICA, S.A., shall maintain on a consolidated basis the following
     financial ratios: Debt service ratio (defined as: net income + interest +
     depreciation + amortization/principal + payment of interest), excluding the
     SELF-GUARANTEED LOAN, shall not fall below the level of one point one zero
     (1.10) for the year 2000; one point fifteen (1.15) for the year 2001, one
     point twenty-five (1.25) for the year 2002 and one point five (1.50)
     thereafter. Interest coverage ratio (defined as: Net income + interest +
     depreciation + depreciation + amortization/interest payment) excluding the
     Self-Guaranteed Loan, shall not fall below the level of one point seven
     five (1.75) for the year 2000, two point zero (2.0) for the year 2001, two
     point five (2.5) for the year 2002 and three point zero (3.0) thereafter.
     Leverage Ratio (defined as:


                                       10

<PAGE>

     total debt - Self-Guaranteed Loan/net worth + Self-Guaranteed Loan)
     shall not be greater than the level of three point zero (3.0) for the
     year 2000, two point five (2.5) for the year 2001 and two point zero
     (2.0) thereafter; The total debt, excluding the Self-Guaranteed Loan
     /EBITDA ratio cannot exceed five point zero (5.0) for the year 2000;
     four point zero (4.0) for the year 2001; two point seventy-five (2.75)
     for the year 2002 and two point five (2.50) thereafter. EBITDA shall be
     calculated using the past twelve (12) months at the time of the
     calculation, and shall be defined as: the amount (without duplication)
     of: net income + depreciation and amortization + interest expense + all
     accounting expenses that do not represent a cash expenditure during the
     period, including but not limited to: unrealized losses derived from
     the exchange differential or monetary corrections and, only when said
     expense has been deducted in connection with the determination of the
     nets profits + expenses of taxes on profits, only when the expense has
     been deducted in connection with the determination of the net income -
     accounting income that does not represent cash income during the year,
     including but not limited: profits from the exchange difference and
     monetary corrections - capital income from their interest in
     subsidiaries or affiliates + dividends in cash received from
     subsidiaries and affiliates.

NOTICE OF LITIGATION, ADMINISTRATIVE PROCEEDINGS AND TAX RE-QUALIFICATIONS: THE
     DEBTOR and each of the GUARANTORS, shall give written notice to THE
     CREDITOR, immediately after THE DEBTOR learns of any litigation or
     administrative or arbitration proceeding, or tax re-qualifications,
     which may affect THE DEBTOR, that is developing adversely or that
     threatens to be initiated against it, and which may have an adverse
     material effect on the business, assets or financial condition of THE
     DEBTOR, or which may affect or which can materially affect the capacity
     of THE DEBTOR to comply with its obligations acquired under this
     instrument and this LOAN AGREEMENT.
ANNUAL REVIEWS OF THE LOAN: THE DEBTOR and PRISMAR DE COSTA RICA, S.A., agree
     and undertake to respect to respect the annual reviews of the loan to
     be conducted by THE CREDITOR, and respect all those additional
     requirements that may be necessary to impose on THE DEBTOR and PRISMAR
     DE COSTA RICA, S.A. as a result of such reviews.
  a. THE DEBTOR agrees that each year during the term of the loan, it will
     complete and submit OPIC's form of "Self-Monitoring Questionnaire for
     Insurance & Financial Projects" (as that form may be amended from time to
     time) with respect to the operation of the project. Also, THE DEBTOR agrees
     that it will, upon OPIC's request, permit OPIC representatives to inspect
     the Debtor's facilities and properties during normal business hours.
KEEPING OF BOOKS AND RECORDS: THE DEBTOR and PRISMAR DE COSTA RICA, S.A.
     undertake to adequately and accurately keep all the books and records
     necessary and common in similar companies.
BUSINESS WITH AFFILIATES: Both THE DEBTOR and PRISMAR DE COSTA RICA, S.A. can
     undertake business or transactions with affiliates, provided said business


                                       11

<PAGE>

     or transactions are undertaken as arm's length transactions.
COMPLIANCE OF ALL THE TERMS AND CONDITIONS ESTABLISHED BY OPIC (OVERSEAS PRIVATE
     INVESTMENT CORPORATION), RELATED TO THE ENVIRONMENTAL STANDARDS, LABOR
     RIGHTS AND HEALTH AND SECURITY OF THE WORKERS: THE DEBTOR and Prismar
     de Costa Rica, S.A. must comply with the following requirements: (1)
     Labor Rights. THE DEBTOR and Prismar de Costa Rica, S.A. agree not to
     take any action, and to ensure that no action will be taken by any
     contractor (or any subcontractor) performing engineering, procurement
     and construction services, contracted for after the date of this
     document, or providing operating and management services contracted for
     after this date, for the project (each a "contractor" and collectively
     the "contractors"), to prevent employees of the DEBTOR and/or Prismar
     de Costa Rica, S.A. or of any such contractors performing such services
     for the project, legally exercise according to the Costa Rican Law,
     their right of associations and their right to bargain collectively.
     The DEBTOR and Prismar de Costa Rica, S.A. agree to observe, and to
     cause each contractor to observe, with respect to their respective
     employees, applicable laws relating to acceptable conditions of work,
     with respect to minimum wages, work schedule and occupational health
     and safety. Furthermore, in connection with the project, accept and
     agree to cause each contractor (i) not to use forced labor, (ii) not to
     employ any person under age fifteen years and not to employ any person
     under age eighteen for hazardous activity, and (iii) that all the
     employees will have the right to remove themselves from hazardous
     situations without jeopardizing their continued employment. In the
     event of non-compliance or possible non-compliance with the above
     requirements with respect to the employees of the DEBTOR and Prismar de
     Costa Rica or any contractor comes to the attention of the DEBTOR
     and/or Prismar de Costa Rica, S.A. it shall give prompt notice thereof
     to the Bank and OPIC and, if applicable, to such contractor. It (i)
     shall (a) cure such non-compliance or (b) cause such contractor to cure
     such non-compliance, in either case to the satisfaction of OPIC, and
     (ii) shall terminate the contract with such contractor (the "contract")
     unless such non-compliance is cured to the satisfaction of OPIC within
     90 days of such notice, or notice thereof from the Bank or OPIC to it,
     whichever first occurs. The failure of the DEBTOR and/or Prismar de
     Costa Rica, S.A. to (a) promptly to notify OPIC and, if applicable, the
     contractor of such non-compliance; or (b) (i) to cure such
     non-compliance or cause such contractor to cure such non-compliance, in
     either case to the satisfaction of OPIC, or (ii) to terminate the
     contract, shall constitute a default of the present agreement
     permitting the Bank to accelerate the maturity of the Facility Loan.
     Notwithstanding the above, the DEBTOR and Prismar de Costa Rica, S.A.
     and the contractors are not responsible under this Section for the
     actions of the Government of Costa Rica. The DEBTOR and Prismar de
     Costa Rica, S.A. shall comply with (i) International Finance
     Corporation's Environmental, Health and Safety Guidelines for Office
     Buildings, dated July 1, 1998, and (ii) the provisions of all
     applicable environmental, health and safety laws, codes and ordinances,
     and all rules and regulations promulgated thereunder, with respect to
     the project.

                                            12

<PAGE>

Access to the Premises: THE DEBTOR and Prismar de Costa Rica, S.A. grant the
     CREDITOR with the right of access to the premises when reasonable to
     protect the right of THE CREDITOR under the Loan and the Security.

RIGHT TO SETOFF: after the occurrence and during the continuance of any event
     of default, the Bank is hereby authorized at any time and from time to
     time, to the fullest extent permitted by law, to set off and apply any
     and all deposits (general or special, time or demand, provisional or
     final) at any time held and other indebtedness at any time owing by the
     Bank to or for the credit of the account of the DEBTOR and Prismar de
     Costa Rica, S.A. against any and all of the obligations of the DEBTOR
     now or hereafter existing under this agreement, irrespective or whether
     or not the Bank shall have made any demand under this agreement and
     although such obligations may be unmatured. The Bank agrees promptly to
     notify the DEBTOR after any such setoff and application, provided that
     the failure to give such notice shall not affect the validity of such
     setoff and application. The rights of the Bank under this Section are in
     addition to other rights and remedies (including, without limitation,
     other rights of setoff) which the Bank may have.

10. RESTRICTIONS ON THE DEBTOR AND PRISMAR DE COSTA RICA, S.A.:
THE DEBTOR and PRISMAR DE COSTA RICA, S.A. do expressly agree and undertake
for the whole term of the loan and until all the monetary obligations derived
from it have been paid in full and during the term of effectiveness of all
the guarantees granted under this AGREEMENT, to the following:

STOCK OWNERSHIP: No change in the stock structure shall be made or permitted
     if it implies a change in the stock control in THE DEBTOR and/or in
     PRISMAR DE COSTA RICA, S.A., as long as this AGREEMENT is in effect or
     there is any monetary obligation derived from this AGREEMENT or its
     securities, not paid on a full or partial basis. Any change which
     results in PriceSmart, Inc. have a greater direct or indirect ownership
     in THE CREDITOR or PRISMAR DE COSTA RICA, S.A., is expressly exempted
     from this restriction.

STATUS OF THE DEBTOR AND PRISMAR DE COSTA RICA, S.A.: THE DEBTOR and PRISMAR
     DE COSTA RICA, S.A. shall not adopt any resolution of merger, liquidation
     or dissolution or consolidation with any other company or entity; and
     they shall not make any investments in subsidiaries, affiliates or third
     entities, or guarantee obligations of third parties without the prior
     written consent of THE CREDITOR, which shall not be unreasonably
     withheld. Neither THE DEBTOR nor PRISMAR DE COSTA RICA, S.A. shall
     invest in the capital stock or the shares of any subsidiary or
     affiliate, except in the regular course of business.

LIMITATION ON TRANSACTIONS: THE DEBTOR and PRISMAR DE COSTA RICA, S.A.,
     excluding capital expenditures, cannot make any of the following
     transactions if they exceed two hundred and fifty thousand DOLLARS
     ($250,000.00) per year, unless they have the express authorization of
     THE CREDITOR, which shall not

                                       13

<PAGE>

     be unreasonably withheld: acquisitions, sales or transfers of assets,
     leases or sales, leasing, repurchase or redeeming of shares issued and
     outstanding (including stock options and coupons), swaps, revocations or
     resolutions, reforms, repurchases of debt and obligations under capital
     and operational leases. Notwithstanding the above, Borrower and/or
     Prismar de Costa Rica, S.A. might enter into a negotiations involving
     the sale of adjacent land, property number 494856-000, measuring
     2,249.02 m2 for an amount not less than the "release price"; however
     Borrower and Prismar de Costa Rica, S.A. acknowledge that they will need
     Creditor's approval in order to execute any final transaction with such
     property. Such approval will be at the sole discretion of Creditor and
     in any event, the Creditor will require that all proceeds from the sale
     of such property be applied to the outstanding balance of the Loan. For
     this purposes, RELEASE PRICE is set at the higher of the appraised value
     of said land (US$281,127.50), or 90% of sale price, provided that the
     sale price is based on an "arms-length" transaction.

LIMITATION ON CAPITAL EXPENDITURES: THE DEBTOR and PRISMAR DE COSTA RICA,
     S.A. undertake not to exceed the amount of four hundred thousand DOLLARS
     ($400,000.00) in their annual capital expenditures. This amount refers
     to capital expenditures in addition and incremental to the financing
     provided by CITIBANK N.A. --International Banking Facility.

LIMITATION ON ENCUMBRANCES: THE DEBTOR and PRISMAR DE COSTA RICA, S.A. agree
     not to mortgage, pledge or otherwise encumber any of the assets that
     they currently own, without the prior express consent of THE CREDITOR,
     which shall not be unreasonably withheld.

CONDITIONS ON CONTRACTORS AND SUBCONTRACTORS: THE DEBTOR and PRISMAR DE COSTA
     RICA, S.A. undertake, during the term of effectiveness of this LOAN
     AGREEMENT, not to take any action, and assure that no contractor or
     subcontractor of the project may take any action that may prevent or
     hinder the employees of THE DEBTOR or any of the contractors or
     subcontractors working in the project of THE DEBTOR from or in the
     exercise of their rights of association and their rights of joint
     claims and defense. They also undertake, during the term of
     effectiveness of this LOAN AGREEMENT, to respect and have the
     contractors and subcontractors related to the project of THE DEBTOR
     respect all the laws that govern work conditions, including but not
     limited to those related to minimum wages, work schedules, occupational
     health and safety. They further undertake that they and the contractors
     or the subcontractors related to the project, (i) shall not force
     anybody to hard labor, (ii) shall not employ persons under fifteen
     years old, or persons under eighteen years old for dangerous works; and
     (iii) all their employees shall have the right to withdraw from
     dangerous situations, without thereby affecting their continuity as
     such. If THE DEBTOR is aware of any failure to comply with the
     provisions indicated in subsections (i), (ii) and (iii) above, whether
     in connection with the employees of THE DEBTOR or with any contractor
     or subcontractor, THE DEBTOR shall report it immediately to THE
     CREDITOR and OPIC and, when appropriate, to the contractor or
     subcontractor.

                                       14

<PAGE>

     Furthermore, THE DEBTOR shall: (a) cure the default or (b) force the
     contractor or subcontractor to cure the default, in both cases to the
     satisfaction of OPIC, and (ii) Terminate the contract with the
     contractor; in both cases unless the default is cured to the
     satisfaction of OPIC within ninety calendar days following notice of the
     default by THE CREDITOR or OPIC, whichever is first. Notwithstanding the
     above, THE DEBTOR and the contractors shall not be responsible, with
     respect to the provisions of this subsection, for the actions of the
     Government of Costa Rica.

11. REPRESENTATIONS AND WARRANTIES:
For the purpose of inducing THE CREDITOR to execute this LOAN AGREEMENT, the
following representations are made:

THE DEBTOR is a company duly organized under the laws of Costa Rica, with
     legal existence as of the date hereof and full legal capacity to execute
     this LOAN AGREEMENT and the documents that supplement it.

THE DEBTOR and each of the GUARANTORS individually represent and warrant that
     they have the power and/or authorizations, as required by law, to act in
     their individual capacity and to execute this loan agreement and the
     documents that supplement it.

THE DEBTOR and each of the GUARANTORS individually represent and warrant that
     they have filed without omission all tax returns required by law and
     have paid without omission all taxes resulting from such returns or any
     tax assessment, requalification or requirement; and neither THE DEBTOR
     nor any of the GUARANTORS are aware of any obligation, assessment,
     tax, requirement or requalification with regard to the periods covered
     by the returns or communications filed or given before the date hereof,
     beyond what appear in such returns and communications, and neither
     DEBTOR nor any of the GUARANTORS have been notified by the appropriate
     authorities of any deficiency, error or requalification of their
     individual tax and/or other obligations of any nature, and neither THE
     DEBTOR nor any of the GUARANTORS foresee any likelihood for such an
     event.

THE DEBTOR and Prismar de Costa Rica, S.A. individually consent to cooperate
     with any inspections conducted by the Office of the Superintendent
     General of Financial Entities and/or THE CREDITOR directed to verify
     compliance with the investment plan that has been submitted and is
     included in the credit records concerning this LOAN AGREEMENT and
     undertakes and bind themselves to provide to THE CREDITOR any report
     with regard to the investment of the loan, as well as updated report of
     their financial statements.

THE DEBTOR and PRISMAR DE COSTA RICA, S.A. represent and warrant that they
     have obtained all the authorizations, licenses and permits necessary to
     perform all the activities related to their businesses and commercial
     operations, and that they will remain in force during the entire term
     of this agreement.

THE DEBTOR and each of the GUARANTORS represent and warrant that all the

                                       15
<PAGE>

     obligations and covenants hereunder expressed and assumed by them
     respectively, are legal and valid obligations, binding on and enforceable
     on each with accordance with their respective terms, and they do not
     require any additional authorization.

THE DEBTOR and each of the GUARANTORS individually represent and warrant that
     they, as of the date of execution of this instrument, are not in default
     under any law, regulation, undertaking, contract, mortgage, trust,
     resolution, license or any other instrument, obligation or duty, that binds
     or affects them individually or any of their properties, and which may be a
     default that significantly and adversely affects their capacity to comply
     with or perform any of their obligations under this LOAN AGREEMENT.

THE DEBTOR and each of the GUARANTORS individually represent and warrant that
     there are no current or threatened litigation, arbitration or claim that
     may by itself or together with any other procedure or claim, significantly
     and adversely affect their capacity to comply with or perform their
     obligations under this LOAN AGREEMENT.

THE DEBTOR and each of the GUARANTORS individually represent and warrant that
     they have fully disclosed to THE CREDITOR all facts concerning what they
     know or should reasonably know, would be a material fact to THE CREDITOR
     regarding the creditor's decision to execute this agreement.

THE DEBTOR and each of the GUARANTORS individually represent and warrant that
     they have not taken any action or step towards, liquidation, dissolution,
     bankruptcy or reorganization, or for the appointment of a receiver, a
     trustee, an administrator or a similar officer with respect to any or all
     of their assets or income.

THE DEBTOR and each of the GUARANTORS individually represent and warrant that
     they do not have any significant or contingent obligation that has not
     been duly disclosed to THE CREDITOR.

THE DEBTOR acknowledges and agrees that THE CREDITOR has received the approval
     of the Overseas Private Investment Corporation (OPIC) against risks as
     inconvertibility of the currency, impossibility or repatriation of the
     funds facilitated to the DEBTOR, expropriation and political violence, and
     that the terms of this credit are granted under the assumption that said
     insurance granted by the OPIC will continue in force in the same terms
     during the entire term of the credit. THE DEBTOR agrees that OPIC shall
     bear no liability if CREDITOR shall fail to make any disbursement of the
     loan (or any part of such disbursement) to THE DEBTOR as would otherwise
     be required under this instrument. THE DEBTOR agrees to pay all the
     expenses and professional fees related to the processing and issuance of
     this insurance, and THE CREDITOR recognizes that all the expenses and
     professional fees foreseeable with regard to said insurance are already
     included in the charges detailed in this document. THE DEBTOR acknowledges
     and agrees that if OPIC makes any payment to CREDITOR in connection with
     OPIC's guarantee of the loan, OPIC shall be entitled to require that
     CREDITOR transfer


                                      16
<PAGE>

     to OPIC CREDITOR'S entire interest in the loan and in any collateral
     provided for the loan, and THE DEBTOR hereby provides its consent to such
     transfer. The representations, statements and warranties set forth in this
     clause shall survive the performance of this LOAN AGREEMENT and they shall
     be considered repeated on any subsequent day until the loan and any other
     amounts due under it have been duly repaid to THE CREDITOR, and all the
     obligations herein set forth have been complied.

12.  DEFAULT

     Any of the following will be considered individually as a default of this
LOAN AGREEMENT:

delay in a payment to principal by THE DEBTOR, as agreed upon;
delay in making one or more monthly payments of interest, as agreed upon;
failure to pay the structuring fee, as agreed upon;
failure to pay any of the obligations of THE DEBTOR and/or PRISMAR DE COSTA
     RICA, S.A. to any individual or legal entity, when such a failure to
     comply persists for more than thirty (30) days after the due date, with the
     exception of debts with PriceSmart Inc., in which case the term of default
     can be extended to ninety (90) days; and those obligations that are
     self-guaranteed loans, and in all other cases, provided the obligations
     collected are not being reasonably questioned;
the failure to comply with any monetary or non-monetary obligations set forth in
     this AGREEMENT;
THE DEBTOR and/or each of the GUARANTORS file for or initiate proceedings for
     dissolution, liquidation or receivership, or are declared in bankruptcy, or
     request any meeting of creditors or consent to the appointment of a
     receiver, or cease to make payments, with the exception of those debts
     that are self-guaranteed;
b.   failure to comply with any representation or guarantee made by THE DEBTOR,
     PRISMAR DE COSTA RICA, S.A. or any of the other GUARANTORS, or the
     determination that any warranty or representation is materially incorrect,
     or if any of the agreements are not complied with by them;
c.   the securities created to secure this loan cannot be registered in the
     Public Registry due to causes imputable to THE DEBTOR;
d.   this LOAN AGREEMENT or any of the securities provided by THE DEBTOR ceases
     to be a valid and perfect security right, or have in the future, due to any
     circumstance, a Material Adverse Change on their nature as securities for
     THE CREDITOR;
e.   any legal or administrative proceeding materially prevents THE DEBTOR
     and/or Prismar de Costa Rica, S.A. from continuing the regular course of
     its business and operations, or they have in the future a Material Adverse
     Change on the business, operations and financial statements of THE DEBTOR
     AND PRISMAR DE COSTA RICA;
f.   the validity or effectiveness of this LOAN AGREEMENT or any security issued


                                      17
<PAGE>

    in connection with it is successfully challenged by any Government
    authority, or any third party, whether an individual or a legal entity;
g.  the Board of Directors or the senior management of THE DEBTOR and/or PRISMAR
    DE COSTA RICA, S.A. made decisions that, together with others or on a
    separate basis, affect or may affect adversely the net worth of THE DEBTOR,
    or the quality, preservation and/or state of the security, in the terms of
    the Article 777 of the Civil Code of the Republic of Costa Rica, for which
    THE DEBTOR expressly states that the encumbrances hereunder created in favor
    of THE CREDITOR, are those appropriate in accordance with the financial
    situation of THE DEBTOR as of the date hereof. Accordingly, any
    deterioration shall imply that it may have to grant an excess security and
    it is in default with regard to the security. For all purposes, THE DEBTOR
    recognizes as sufficient to certify such deterioration or imminent
    possibility of deterioration the opinion of its external auditors, together
    with the opinion of the credit department and the General Management of THE
    CREDITOR,
h.  a change in the ownership, management or control of THE DEBTOR, or PRISMAR
    DE COSTA RICA, S.A., without the prior written consent of THE CREDITOR,
    excepting increases in direct or indirect ownership by PriceSmart, Inc.;
ANY OF THE GUARANTORS fail to comply with any obligations assumed under this
    LOAN AGREEMENT; or
i.  if there is any materially adverse or other change in the financial
    condition, or in the business or in the business perspectives of THE
    DEBTOR and/or PRISMAR DE COSTA RICA, S.A. then: THE CREDITOR shall have
    the right to have all monetary obligations in its favor as due and
    payable earlier, being also empowered at its sole discretion to: (i)
    pursue the assets of THE DEBTOR and THE GUARANTORS, on a simultaneous
    or a subsidiary basis, at the exclusive judgment of THE CREDITOR, but
    in proportion to the guarantees, by means of the enforcement of bills
    of exchange and/or notes, or filing action to initiate proceedings in
    accordance with its rights; and/or (ii) also in the exclusive judgment
    of THE CREDITOR, as expressly accepted by THE DEBTOR, to enforce the
    securities received by THE CREDITOR with no need of Court proceedings
    to demonstrate the termination of the AGREEMENT or the failure to
    comply with the obligations derived from this AGREEMENT. The failure or
    delay by THE CREDITOR to enforce or exercise any right under this
    AGREEMENT shall not be interpreted as a waiver of that right or any
    other right or power it may have under this AGREEMENT or the Law. All
    the rights contained in this AGREEMENT and any securities herein
    established are cumulative and can be exercised jointly or separately.
Termination, by PriceSmart, Inc., or any other party to the Licensing,
    Technology Transfer, Training & Sourcing Agreement, pursuant to Section 12
    of said Licensing Agreement. In the event PriceSmart, Inc. elects to
    terminate said Licensing Agreement during the term of the Loan, it shall
    provide Creditor with

                                       18
<PAGE>

written notice of its intent thereof, six months prior to said election and
shall grant creditor the right to substitute Prismar de Costa Rica, S.A. in said
agreement or to elect another substitute that shall be acceptable to PriceSmart,
Inc.

13. EARLY TERMINATION
The AGREEMENT may be subject to early termination if;

a.   There is any material change in laws or regulations which may materially
     affect THE DEBTOR'S ability to comply with the obligations herein agreed
     upon; or

b.   If the security granted is not considered to be in first position with
     regard to other debts of THE DEBTOR and/or PRISMAR DE COSTA RICA, S.A. or

c.   if there is any materially adverse or other change in the financial
     condition, or in the business or in the business perspectives of THE DEBTOR
     and/or PRISMAR DE COSTA RICA, S.A., or

d.   if there is a failure to comply with the obligations set forth in Section
     10 above, then: THE CREDITOR shall have the right to have all monetary
     obligations in its favor together as due and payable earlier, being
     empowered at its sole discretion to; i) pursue the assets of THE DEBTOR
     and THE GUARANTORS, on a simultaneous or a subsidiary basis, at the sole
     discretion of THE CREDITOR, but in proportion to the guarantees, by means
     of the enforcement of bills of exchange and/or notes, or filing action to
     initiate proceedings in accordance with its rights; and/or (ii) also in the
     sole discretion of THE CREDITOR, as expressly accepted by THE DEBTOR, to
     enforce the securities received by THE CREDITOR with no need of Court
     proceedings to demonstrate the termination of the AGREEMENT or the failure
     to comply with the obligations derived from this AGREEMENT. The failure or
     delay by THE CREDITOR to enforce or exercise any right under this AGREEMENT
     shall not be interpreted as a waiver of that right or any other right or
     power it may have under this AGREEMENT or the Law. All the rights contained
     in this AGREEMENT and any securities herein established are cumulative and
     can be exercised jointly or separately.

In any of these events, CREDITOR will have the right to immediately collect the
Loan with all consequences thereof.

14. TERM TO CURE DEFAULTS AND REASONS FOR EARLY TERMINATION:
Without prejudice of the provisions of Sections 12. and 13. above, and without
affecting the consequences of the early termination or the default, including
but not limited to: the right to charge overdue interest, THE CREDITOR shall be
required provide, prior to filing any action at Court to which it may be
entitled under the guarantees issued, a cure period in which THE DEBTOR may
correct any defaults, in accordance with the following:

In cases in which there is failure to make timely payment of any amount owing
under


                                       19

<PAGE>


   the LOAN AGREEMENT, THE CREDITOR shall grant a non-extendable term of ten
   (10) calendar days from the date of non-payment to complete the payment in
   full and cure default, provided that in such case that this provision cannot
   be exercised more than twice per year; otherwise an immediate "Event of
   Default" shall occur.

In any other case of default or event of early termination, that is, those
   termination conditions that do not involve the failure to pay an amount owing
   under this LOAN AGREEMENT, THE CREDITOR shall give notice to THE DEBTOR of
   the existence of said default or reason for early termination, granting to
   THE DEBTOR a non-extendable term of thirty (30) calendar days to immediately
   and definitively cure the cause of the default or the reason for the early
   termination.

15. SECURITY:
For purposes of securing payment of the amount of principal owed, the fee,
regular interest, overdue interest if any, the personal and procedural costs of
any eventual proceedings for collection, and all other monetary or other
responsibilities of THE DEBTOR set forth in this LOAN AGREEMENT, and/or the
damages caused by the failure of THE DEBTOR to comply, THE DEBTOR will grant
sufficient security to the satisfaction of THE CREDITOR.

In addition to the above, the following companies do hereby become GUARANTORS of
the monetary obligations of THE DEBTOR as set forth in this LOAN AGREEMENT, in
the proportions hereunder indicated:

   PRISMAR DE COSTA RICA, S.A. and PSMT CARIBE, INC. on a jointly and absolute
   basis for the total amount of the debt.

   PRICESMART, INC., for an amount not to exceed sixty percent (60%) of the
   principal, that is, the amount of three million five hundred forty thousand
   DOLLARS ($3,540,000), plus the appropriate interest, and,

   PSC, S.A., for an amount not to exceed forty percent (40%) of the principal,
   that is, the amount of two million three hundred sixty thousand DOLLARS
   ($2,360,000.00), plus the appropriate interest. These companies make the
   same waivers and covenants that the THE DEBTOR has made and do hereby give
   their authorization to grant extensions or other facilities, without further
   consultation or notice, waiving the application of the laws of their domicile
   as well as payment demands.

 16. REDUCTION OF GUARANTORS' LIABILITIES:
 THE CREDITOR shall reduce the liability of each of the GUARANTORS, in
 accordance with the following:

Dollar per dollar upon repayment of the credit in accordance with the table of
amortizations, provided that the maximum reduction shall be as follows:

Fifty percent (50%) of the LOAN, or two million nine hundred fifty thousand
dollars ($2,950,000), at such time as the loan to value is equal to or less than
50% and, for


                                       20
<PAGE>

   the prior 12 month period, the net operating income from the project covered
   combined debt service (interest and principal amortization) on the loan at
   the minimum 1.50:1 ratio and:

Thirty percent (30%) of the LOAN, or one million seven hundred seventy dollars
   ($1,770,000), at such time as the loan to value is equal to or less than 30%
   and, for the 12 month period, the net operating income from the project
   covered combined debt service on the loan at a minimum 1.75:1 ratio.

THE CREDITOR at the express request of each of THE GUARANTORS shall grant these
   reductions; otherwise, the guarantees shall remain in force as originally
   agreed upon. In any case, this reduction does not apply to the guarantee
   issued by PRISMAR DE COSTA RICA, S.A., which shall remain in force in the
   same terms during the entire term of effectiveness of the debt.

17. WAIVER:
THE DEBTOR and each of THE GUARANTORS waive application of the laws of their
domicile, payment demands and summary proceedings for collection. The
encumbrances include, but are not limited to: any current or future improvement
to THE PROPERTY and/or improvements thereon, including those made by third
parties, as well as any excess area that may exist between the area registered
in the Public Registry and the actual area of the property, all of which is
accepted by THE DEBTOR. In case of a foreclosure auction, the base shall be the
balance of the principle and interest owed at the time the collection
proceedings are initiated, in accordance with the liquidation of THE CREDITOR.
THE DEBTOR expressly and irrevocably waives in favor of THE CREDITOR any benefit
of order in any eventual judicial proceedings. Consequently, THE CREDITOR can,
in the event of a failure to comply with these monetary and non-monetary
obligations, enforce the any security related to this Loan, and collect upon
other assets of THE DEBTOR and/or any of THE GUARANTORS, all of this on a
simultaneous or subsidiary basis, at the exclusive judgement of THE CREDITOR.
The application of payments shall be made at the exclusive discretion of THE
CREDITOR, even after the eventual auction. THE DEBTOR agrees to pay all taxes
levied on the Property and deliver to THE CREDITOR during the entire term of
effectiveness of The Loan Agreement, all communications about taxes that it may
receive as well as the receipts of their effective payment, including any
applicable interest or fine. THE DEBTOR agrees and binds itself not to transfer,
consent to or grant any other encumbrance on the properties, without the prior
written consent of THE CREDITOR, as well as to discharge any other encumbrance
that may be in force over THE PROPERTY while any balance due under this
AGREEMENT is still pending.

18. ADDITIONAL UNDERTAKINGS OF EACH OF THE GUARANTORS:
PriceSmart, Inc. undertakes to maintain a minimum net worth of fifty-five
million DOLLARS ($55,000,000.00) during the entire term of effectiveness of the
debt. Likewise, PRICESMART INC. undertakes to not diminish the interest that it
currently has


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<PAGE>

in PSMT CARIBE, INC., a company established and organized under the laws of the
British Virgin Islands. In turn, PSC, S.A. undertakes to maintain a minimum
net worth of ten million DOLLARS ($10,000,000.00) during the entire term of
effectiveness of the debt. Likewise, PSC, S.A. undertakes to not diminish the
interest that it currently has in PSMT CARIBE, INC., a company established
and organized under the laws of the British Virgin Islands, with the
exception that it may sell any part of its interest therein to PRICESMART,
INC. PSMT Caribe, Inc. undertakes to maintain a minimum net worth of twenty
five million dollars ($25,000,000.00) during the entire term of effectiveness
of the debt. In the event that any of the GUARANTORS anticipate a variance
from any of the above covenants, except wherein PRICESMART, INC. obtains
greater percentage interest in PSMT CARIBE, INC., BORROWER and/or PRISMAR DE
COSTA RICA, S.A., such GUARANTORS must obtains CREDITOR'S consent thereto
with an advance sixty (60) days notice, which consent may be withheld at
CREDITOR'S (sole) discretion.

19. HEDGING:
CREDITOR agrees that, prior to LOAN closing, it will not require DEBTOR to
enter into a non-delivery forward contract in order to hedge local currency
devaluation risk, based upon CREDITOR'S current policies and practices
regarding devaluation risk. However, CREDITOR and DEBTOR agree that this
policy will be reviewed on quarterly basis, and, in the event that market
conditions so dictate, CREDITOR reserves the right to require that the DEBTOR
enter into such hedge. DEBTOR acknowledges CREDITOR'S rights in this regard
and agrees to act in good faith in order to mitigate any devaluation risk.

20. ASSIGNMENT AND PARTICIPATION IN THE CREDIT:
THE CREDITOR reserves the right to assign its rights under this LOAN
AGREEMENT on a full or a partial basis, with no further obligation but to
notify such a circumstance to THE DEBTOR. THE CREDITOR reserves the right and
the option to offer participation in this credit at the time of or after
subscription of this AGREEMENT, to a financial institution duly recognized as
a First Rate institution by an international standards or by the Central Bank
of Costa Rica, for the purpose of making the disbursements in excess of any
actually then disbursed by THE CREDITOR. For all legal and judicial purposes,
THE DEBTOR recognizes CITIBANK N.A. - International Banking Facility as sole
creditor of this loan. No notice shall be required if THE CREDITOR offers
participation in this credit to a financial institution.

21. EXPENSES AND PROFESSIONAL FEES:
All the expenses and professional fees, including but not limited to
appraisal and attorney's fees, taxes, rates, legal tax stamps and charges in
connection with the negotiation, preparation, execution, administration and
performance of this LOAN AGREEMENT, its securities and other related acts and
documents, shall be defrayed


                                       22

<PAGE>

by THE DEBTOR and be immediately paid by it upon request of THE CREDITOR.
THE DEBTOR agrees and consents to assume and pay the personal and procedural
costs of all and any eventual actions that may be filed by THE CREDITOR
against THE DEBTOR to enforce THE DEBTOR's performance under this AGREEMENT.

22. PARTIAL NULLITY AND FAILURE TO COMPLY WITH OBLIGATIONS:
The nullity or illegality of any of the provisions of this LOAN AGREEMENT
shall not affect the validity, legality and enforceability of the remaining
clauses. All the rights and remedies established in this instrument or in any
security document are cumulative and can be exercised contemporaneously or
successively, in addition and not in exclusion of any other right or remedy
established by law. Failure by THE CREDITOR to demand the exact compliance
with all or any of the obligations of THE DEBTOR under this AGREEMENT does
not imply and cannot be considered as an exemption, modification, acceptance
or waiver of the terms, conditions and rights set forth in the LOAN
AGREEMENT, because in order that such an exemption, modification, acceptance
or waiver be valid, it has to be duly set forth in a writing accepted by both
parties.

23. ABSENCE OF JOINT VENTURE:
Nothing herein stipulated or contained constitutes or may be interpreted as
the creation of a joint venture or partnership for the achievement of a
common purpose by and between THE DEBTOR and THE CREDITOR. THE CREDITOR shall
not assume any liability for any obligation or risk derived from the business
and activities of THE DEBTOR directly or indirectly.

24. STATEMENT OF MUTUAL BENEFIT:
THE CREDITOR and THE DEBTOR, expressly certify that the matters agreed upon by
them in this LOAN AGREEMENT are the result of negotiations and mutual
concessions that favor and benefit them.

25. GOVERNING LAW AND JURISDICTION:
THE CREDITOR and THE DEBTOR shall abide by the laws of the State of New York,
United States of America, for interpretation of this LOAN AGREEMENT. Any
complaint, action or procedure in connection with this LOAN AGREEMENT or its
enforcement shall be subject to the jurisdiction of the U.S.Federal Court in
the State of New York, for which purpose all parties waive application of the
laws of their domicile and residence.

26. COMMUNICATIONS AND NOTICE REQUIREMENTS:
Any communication or notice required by this LOAN AGREEMENT shall be made in
writing by means of certified letter, with receipt acknowledged, at the
domicile


                                       23



















<PAGE>

indicated in this AGREEMENT, and the following addresses:

  TO THE CREDITOR:
  Citibank, N.A.
  General Manager
  Oficentro Ejecutivo Sabana Sur,
  Numero 3, Primer Piso
  San Jose, Costa Rica
  Fax (506) 296--24-58

  With a Copy to:

  Lic. David Arturo Campos B. and/or Lic. Rolando Lacle Zuniga
  Lacle & Gutierrez,
  Avenida 6, entre calles 21 y 25
  C.P. 794-1,000
  San Jose, Costa Rica
  Fax: (506) 221-61-62

  TO THE DEBTOR AND each of THE GUARANTORS:

  Ernesto Grijalva
  Vice President Latin America Legal Affairs
  PriceSmart, Inc.,
  4649 Morena Boulevard
  San Diego, CA 92107
  FAX: 858-581-4707

  With a copy to:

  Lic. Edgar Zurcher Gurdian
  Zurcher Montoya & Zurcher
  Calle 1a, entre avenidas 9 y 11
  CP 4066-1000,
  San Jose, Costa Rica
  FAX: 221-9127

26. SERVICE OF NOTICE

Finally, THE DEBTOR and each of THE GUARANTORS, through their officers


                                      24

<PAGE>
duly authorized and indicated in this instrument, state that, without
prejudice of waiving application of the laws of their domicile, they can be
served in case of failure to comply with any obligation hereunder, at the
address indicated in this document, and declare that they can be served
personally or by means of notice at this address, and that they understand
that if their address is inaccurate or non-existent, they can be served by
means of notice published in a newspaper of the State of New York with a
copy published in a newspaper in Costa Rica.

After reading the above, the parties agree on it, and sign on the dates and
places indicated below.

CITIBANK, N.A.-IBF                     PRICSMARLANDCO, S.A.

Place: San Jose, Costa Rica            Place: San Jose, Costa Rica

Date: Oct. 7, 1999                     Date: Oct. 19, 1999

/s/ Victor Balcazar Banegas            /s/ Joseph William Martin
--------------------------------       ---------------------------------------
Victor Balcazar Banegas                Joseph William Martin
                                       Treasurer


PRISMAR COSTA RICA, S.A.,              PRICESMART, INC.,

Place: San Jose, Costa Rica            Place: San Diego, CA

Date: Oct. 19, 1999                    Date: Oct. 10, 1999

/s/ Joseph William Martin              /s/ Karen J. Ratcliff
--------------------------------       ---------------------------------------
Joseph William Martin                  Karen J. Ratcliff
President                              Executive VP Finance

P.S.C., S.A.                           VENTURES SERVICES, INC.
                                       (With respect to Sections 7 (h) and 12
                                       (p) of this Agreement.)
Place: San Jose, Costa Rica            Place: San Diego, CA

Date: Oct. 19, 1999                     Date: Oct. 10, 1999

/s/ Joseph William Martin              /s/ Karen J. Ratcliff
--------------------------------       ---------------------------------------
Joseph William Martin                  Karen J. Ratcliff
                                       Chief Finance Officer


                                     25

<PAGE>

PSMT Caribe, Inc.

Place: San Diego, CA

Date: Oct. 10, 1999

/s/ Karen J. Ratcliff
--------------------------------
Karen J. Ratcliff
Treasurer Chief Financial Officer


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