WHEREAS, the undersigned, Bill Naylon ("Borrower") previously executed that certain Promissory Note in
favor of PriceSmart, Inc., a Delaware corporation (the "Company") in the principal amount of $81,375 (the
WHEREAS, in order to amend the Note in certain respects, the Company and Borrower hereby agree as
follows effective as of June 1, 1999.
The first sentence of the first full paragraph of the Note is hereby amended in its entirety to read as follows:
FOR VALUE RECEIVED, the undersigned Bill Naylon (the "Borrower") promises to pay to PriceSmart, Inc., a
Delaware corporation, (the "Company"), or order, the principal amount of eighty one thousand three hundred
seventy five dollars ($81,375) with interest from the date hereof on the unpaid principal balance under this Note
at the rate of five and eighty-five one hundredths percent (5.85%) per annum (on the basis of a 360-day year and
the actual number of days elapsed).
The twelfth full paragraph of the Note shall be amended in its entirety to read as follows:
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.
Except as expressly provided in this Amendment, all of the terms, covenants, conditions, restrictions and other
provisions contained in the Note shall remain in full force and effect.