Exhibit 10.31(b)


Exhibit 10.29(b)

Contract
  Number BJ003677.357 

SUPPLEMENTAL AGREEMENT
TO THE

PRC TECHNOLOGY LICENSE AGREEMENT (AMENDED)

BETWEEN

	 	 
	(1)	PRICESMART, INC. a
      corporation organized and existing under the laws of the State of Delaware,
      United States of America (USA), with a principal office and place of business
      at 4649 Morena Blvd., San Diego, CA 92117, USA (Licensor);
	 	 
	(2)	NOVONT HOLDINGS CO.,
      LTD., a limited liability company, organized and existing under the laws
      of the People's Republic of China (PRC), with its registered address at
      Xuhai Building, Room 601, No. 86 Haidian Road, Haidian District, Beijing,
      PRC (Licensee);
	 	 
	(3)	NOVONT, INC. dba TIMESTONE
      INTERNATIONAL GROUP, a corporation organized and existing under the laws
      of the State of California, USA, with its registered address at 444 South
      Flower St., Los Angeles, CA 90071;
	 	 
	(4)	CHENG CHENG IMPORT-EXPORT
      CO., LTD., a company organized and existing under the laws of the PRC possessing
      valid foreign trade rights, with its registered address at No. 18 Xueqing
      Road, Haidian District, Beijing, PRC, as agent on behalf of Licensee for
      the importation of the relevant technology and goods under this Agreement.
	 	 
	WHEREAS,
      the above-mentioned parties (the Parties) signed a “PRC Technology
      License Agreement (Amended)” (the Agreement) on 28 February
      2001; and
	 	 
	WHEREAS,
      the Parties wish to clarify certain questions regarding the Agreement; 
    
	 	 
	THEREFORE,
      the Parties hereby agree as follows: 
	 	 
	1.	The Parties agree
      to delete Articles 5.5, 15.2 and 16 of the original Agreement. 
	 	 
	2.	The Parties agree
      to add the following provisions to Article 5.6:
	 	 
	 	The Parties shall
      comply with the “Agreement between the Government of the United States
      of America and the Government of the People’s Republic of China for
      the Avoidance of Double Taxation and the Prevention of Tax Evasion with
      Respect to Taxes on Income”. As Licensor is the ultimate payor of taxes
      on the income obtained by it in the PRC, Licensor agrees that Licensee will
      withhold taxes and fees payable in accordance with PRC law from the payments
      which Licensee is to make to Licensor and provide to Licensor official receipts
      for all such taxes and fees.



 

	3.	The Parties agree
      to add the following provisions to Article 6.4:
	 	 
	 	All taxes in connection
      with the execution of this Agreement levied on the Licensee shall be borne
      by the Licensee. All taxes arising outside of the PRC in connection with
      the execution of this Agreement, shall be borne by the Licensor.
    
	 	 
	 4.	This Supplemental
      Agreement is supplemental to the Agreement and incorporates by reference
      Article 13 (Arbitration), Article 14.8 (Applicable Law) and Article 14.9
      (Language).
	 	 
	IN WITNESS
      WHEREOF, the parties, having full power and authority to enter into this
      Agreement, have executed this Agreement on ____June 2001.
	 	 


	LICENSEE	NOVONT HOLDINGS CO.,
      LTD.
	 	 
	 	By: /S/ (SIGNATURE
      ILLEGIBLE)

                  
      (Print Name and Title)
	 	 
	 	Xuhai Building,
        Room 601

        No. 86 Haidian Road,

        Haidian District,

        Beijing, PRC

        Fax Number: __________________________

	 	 
	LICENSOR	PRICESMART, INC.
	 	 
	 	By /S/ ROBERT M. GANS

      Robert M. Gans, Executive Vice President

                                     
      (Print Name and Title)
	 	 
	 	4649 Morena Blvd.

      San Diego, CA 92117

      Fax Number: 858-581-4707
	 	 
	US LICENSEE	NOVONT, INC., DBA
      TIMESTONE INTERNATIONAL GROUP
	 	 
	 	By: /S/ (SIGNATURE
      ILLEGIBLE)

                  
      (Print Name and Title)
	 	 
	 	444 South Flower Street

      Los Angeles, CA 90071

      Fax Number: 
	 	 
	IMPORT
      AGENT	CHENG CHENG IMPORT-EXPORT
      CO., LTD.
	 	 
	 	By: /S/ (SIGNATURE
      ILLEGIBLE)

                  
      (Print Name and Title)
	 	 
	 	 No. 18 Xueqing Road,

      Haidian District

      Beijing, PRC

      Fax Number: