<PAGE>

EXHIBIT 10.38



                                 PROMISSORY NOTE


$149,987.25                                                San Diego, California
                                                                  April 18, 2000


         FOR VALUE RECEIVED, the undersigned, John Hildebrandt (the "Borrower")
promises to pay to PriceSmart, Inc., a Delaware corporation, (the "Company"), or
order, the principal amount of one hundred forty nine thousand, nine hundred
eighty seven dollars and twenty five cents ($149,987.25) with interest from the
date hereof on the unpaid principal balance under this Note at the rate of six
percent (6%) per annum (on the basis of a 360-day year and the actual number of
days elapsed). The principal amount of this Note shall be due and payable on or
before the earlier of six years from the date of this Note, or the date on which
the indebtedness under this Note is accelerated as provided for under this Note
or the Pledge Agreement (as defined below). The interest payable under this Note
shall be payable in bi-monthly installments throughout the term of this Note.
Any accrued and unpaid interest under this Note shall be due and payable
concurrently with principal.

         Borrower agrees that, while Borrower is employed by the Company, all
bi-monthly interest payments under this Note shall be made to the Company or its
order in regular bi-monthly payroll deductions, beginning May 5, 2000. All
payments under this Note shall be made to the Company or its order in lawful
money of the United States of America at the offices of the Company at its then
principal place of business or at such other place as the Company or any holder
hereof shall designate for such purpose from time to time.

         Each payment under this Note shall be applied in the following order:
(i) to the payment of costs and expenses provided for under this Note or the
Pledge Agreement; (ii) to the payment of accrued and unpaid interest; and (iii)
to the payment of outstanding principal. The Company and each holder hereof
shall have the continuing and exclusive right to apply or reverse and reapply
any and all payments under this Note.

         This Note may be prepaid in whole or in part at any time, after five
(5) days written notice of Borrower's intention to make any such prepayment,
which notice shall specify the date and amount of such prepayment. Any
prepayment shall be without penalty except that interest shall be paid to the
date of payment on the principal amount prepaid. After any partial prepayment
hereunder, interest shall be computed on the principal balance due after
deducting the principal portion of such prepayment. Any such partial prepayment
shall be applied against the principal due at maturity.

         Upon the occurrence of a default under this Note or the Pledge
Agreement, including, without limitation, failure to make any principal or
interest payment by the stated maturity date (whether by acceleration, notice of
prepayment or otherwise), interest shall thereafter accrue on the entire unpaid
principal balance under this Note, including without limitation any delinquent
interest which has been added to the principal amount due under this Note
pursuant to the terms hereof, at the rate set forth herein. In addition, upon
the occurrence of a default under this Note or the Pledge Agreement the holder
of this Note may, at its option, without notice to

<PAGE>

or demand upon Borrower or any other party, declare immediately due and
payable the entire principal balance hereof together with all accrued and
unpaid interest thereon, plus any other amounts then owing pursuant to this
Note or the Pledge Agreement, whereupon the same shall be immediately due and
payable. On each anniversary of the date of any default under this Note and
while such default is continuing, all interest which has become payable and
is then delinquent shall, without curing the default under this Note by
reason of such delinquency, be added to the principal amount due under this
Note, and shall thereafter bear interest at the same rate as is applicable to
principal, with interest on overdue interest to bear interest, in each case
to the fullest extent permitted by applicable law, both before and after
default, maturity, foreclosure, judgment and the filing of any petition in a
bankruptcy proceeding. Notwithstanding anything in this Note to the contrary,
in no event shall interest be charged under this Note which would violate any
applicable law, and if the interest set forth in this Note would violate any
law it shall be reduced to an amount which would not violate any law.

         This Note is secured under that certain Pledge Agreement, dated as of
April 18, 2000, by and between Borrower and the Company (as amended, modified or
supplemented from time to time, the "Pledge Agreement"). Reference is hereby
made to the Pledge Agreement for a description of the nature and extent of the
security for this Note and the rights with respect to such security of the
holder of this Note. Nothing herein shall be deemed to limit the rights of the
Company under this Note or the Pledge Agreement, all of which rights and
remedies are cumulative.

         No waiver or modification of any of the terms of this Note shall be
valid or binding unless set forth in a writing specifically referring to this
Note and signed by a duly authorized officer of the Company or any holder of
this Note, and then only to the extent specifically set forth therein.

         If any default occurs in any payment due under this Note, Borrower and
all guarantors and endorsers hereof, and their successors and assigns, promise
to pay any expenses, including attorneys' fees, incurred by each holder hereof
in collecting or attempting to collect the indebtedness under this Note, whether
or not any action or proceeding is commenced. None of the provisions hereof and
none of the holder's rights or remedies under this Note on account of any past
or future defaults shall be deemed to have been waived by the holder's
acceptance of any past due payments or by any indulgence granted by the holder
to Borrower.

         Notwithstanding anything to the contrary herein, if Borrower's
employment with the Company shall be terminated for any reason, the outstanding
principal and accrued but unpaid interest under this Note shall become
immediately due and payable.

         Borrower and all guarantors and endorsers hereof, and their successors
and assigns, hereby waive presentment, demand, diligence, protest and notice of
every kind (except such notices as may be required under the Pledge Agreement),
and agree that they shall remain liable for all amounts due under this Note
notwithstanding any extension of time or change in the terms of payment of this
Note granted by any holder hereof, any change, alteration or release of any
property now or hereafter securing the payment hereof or any delay or failure by
the holder hereof to exercise any rights under this Note or the Pledge
Agreement. Borrower and all guarantors and endorsers hereof, and their
successors and assigns, hereby waive the right to plead any and all statutes of
limitation as a defense to a demand under this Note to the full extent permitted
by law.

<PAGE>

         This Note shall inure to the benefit of the Company, its successors and
assigns and shall bind the heirs, executors, administrators, successors and
assigns of Borrower. Each reference herein to powers or rights of the Company
shall also be deemed a reference to the same power or right of such assignees,
to the extent of the interest assigned to them.

         Notwithstanding anything to the contrary contained in this Note or in
the Pledge Agreement, Borrower hereby agrees that upon the occurrence of a
default under this Note or the Pledge Agreement, the Company, in enforcing its
rights and remedies hereunder and under the Pledge Agreement and any other
documents and instruments executed by Borrower in connection herewith, shall
have recourse to, and the right to proceed against, Borrower and any of his
assets in connection with such default.

         In the event that any one or more provisions of this Note shall be held
to be illegal, invalid or otherwise unenforceable, the same shall not affect any
other provision of this Note and the remaining provisions of this Note shall
remain in full force and effect.

         This Note shall be governed by and construed in accordance with the
laws of the State of California, without giving effect to the principles thereof
relating to conflicts of law.

         IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed
as of the day and year first written above.


                                             /s/ John Hildebrandt
                                             John Hildebrandt