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                                                              Exhibit 10.5 (b)

                                 AUGUST 16, 1941

                                   15:15 hours

         FIRST PAGE STAMPED IN THE NATIONAL SHOP OF ENGRAVING IN STEEL.

NUMBER SIXTY ONE (61). In the city of Guatemala, the nineteenth (19th) day of
the year two thousand, Before me: GUILLERMO ANDRES CASTILLO RUIZ, Notary,
appears on one hand Mr. JUAN ANTONIO MIRO LLORT, forty six, married, banker,
Salvadorian, of this domicile, who intervenes in capacity of Vice-President and
General Chairman with Representation of Citibank, N. A., capacity accredited
with the following documents, respectively: I) first testimony of the public
document number ninety three (93), authorized in this city the ninth day of
December of the year nineteen hundred ninety eight by Notary Public Fernando
Quezada Toruno, which contains the Protocol Act of Notarial Act authorized by
Notary Karin Johanna Herman Zachrisson the ninth day of July of the year
nineteen hundred ninety eight in the city of New York, State of New York, United
States of America, and contains its appointment as Vice-President. The document
remained duly subscribed in the General Mercantile Registration of the Republic
to number one hundred fifty thousand two hundred twenty nine (150,229) folio
three hundred ninety eight (398) of book seventy five (75) of Auxiliary of
Commerce on the twenty first of December of the year nineteen hundred ninety
eight; and II) first testimony of the public document number forty nine (49)
authorized in this city by Notary Annabella Bruni de Bermudez, the fourth day of
September of the year nineteen hundred ninety six, which contains Protocol of
General Order with representation granted by Citibank, N. A. in favor of Mr.
Juan Antonio Miro Llort, document which remained subscribed in the Offices of
the General Archives of Protocols to number four hundred sixteen thousand eight
hundred thirty seven (416,837), the seventeenth day of September of nineteen
hundred ninety six, the same document remained subscribed in the General
Mercantile Registration of the Republic, with number twenty one thousand five
hundred seventeen (21,517), folio three hundred twenty four (324) of book
fifteen (15) of Orders, with date nineteen of September of nineteen hundred
ninety six. On the other hand, appears Mr. MICHAEL EDWARD ASCOLI GIRON, forty
seven years old, married, Guatemalan, executive, of this domicile, bearer of
personal identification number of order A dash one and

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of registration five hundred fourteen thousand nine hundred eighty five (A-1
514,985) issued by the Municipal Registrar of Guatemala, who acts in their
capacities of: a) GENERAL MANAGER and as such in representation of the entity
PRICESMART (GUATEMALA), SOCIEDAD ANONIMA, which accredits with notarial act of
its appointment authorized in this city the twenty fifth of September of
nineteen hundred ninety eight by Notary Beatriz Beltranena Wer, which is duly
subscribed in the General Mercantile Registration of the Republic with number
one hundred forty four thousand four hundred two (144,402), folio one hundred
twenty one (121) of book seventy five (75) of Auxiliary of Commerce. Likewise,
it states that is duly faculted for the granting of this contract, which
accredits wit Notarial Act authorized in this city the fifteenth of December of
the year two thousand, for which Notary Liliana Yolanda Sanchez Mack, who
transcribes the authorization of the Board of Directors of PRICESMART
(GUATEMALA), SOCIEDAD ANONIMA; and b) GENERAL CHAIRMAN with Representation in
the entity GRUPO SOLID, S. A. (constituted with initials), capacity which
accredits with the first testimony of the public document number thirteen (13),
authorized in the city of Guatemala the fourteenth day of February of nineteen
hundred ninety four by Notary Mario Rodolfo Virula Boy, which Protocols the
Notarial Act dated twenty first of January of nineteen hundred ninety four,
authorized in the city of Panama, Capital of the Republic of Panama, by Notary
Public Tenth, Noemi Moreno Alba, which contains General Order with
Representation granted by GRUPO SOLID, S. A. (Constituted with initials), in
favor of Mr. Michael Edward Ascoli Giron, document which remained subscribed in
the Office of the General Archive of Protocols number four hundred thirty eight
thousand seven hundred fifteen (438,715), the twenty sixth day of February of
nineteen hundred ninety seven; the same document remained subscribed in the
General Mercantile Registration of the Republic, number twenty two thousand
three hundred four (22,304), folio four hundred fifteen (415) of book fifteen
(15) of Orders, dated tenth of March of the year nineteen hundred ninety seven.
ATTEST: to know the first deponent, not as well the second who identifies
himself with personal identity card above identified, that the representations
exercised are enough according to the law and to my judgment for the granting of
this contract; that according to statement made by Messrs. Juan Antonio Miro
Llort and Michael Edward Ascoli Giron, such representations are in effect and
their appointments and orders have not suffered any restriction or amendment
avoiding them or conditioning the

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granting of this document; that I have at sight the documents accrediting them;
and assuring that all are in the free exercise of their civil rights, state that
hereby they grant the CONTRACT OF CREDIT AND CONSTITUTION PLEDGE GUARANTEE OVER
THE MERCANTILE COMPANY according to the following clauses: FIRST: BACKGROUND.
Messrs. Juan Antonio Miro and Michael Edward Ascoli Giron state that CITIBANK,
N. A. through its INTERNATIONAL BANKING FACILITY ("INTERNATIONAL BANKING
FACILITY" or "IBF") constitutes a set of accounting books used by Citibank, N.
A. according to the Regulation D issued by the Board of Governors of the System
of Federal Reserve of the United States of America, entity that hereinafter this
document shall also be named "THE BANK", grants a credit to PRICESMART
(GUATEMALA), SOCIEDAD ANONIMA, entity that in this document shall also be
identified as THE DEBTOR, for the amount of ONE MILLION FIVE HUNDRED THOUSAND
DOLLARS OF THE UNITED STATES OF AMERICA ($1,500,000.00), which will be disbursed
and delivered to the Debtor the next following day of the date in which the
testimony of this document is presented to the Bank indicating the reason of the
subscription of the pledge guarantees placed by the General Mercantile
Registrator of the Republic in the indicated manner hereinafter, as
certification of the same Registration of the Mercantile Companies encumbered
and that the pledge to which this document refers are in first place. The date
of the joint presentation of these documents shall be the one on the receipt
stamp of the Bank. SECOND: STIPULATIONS OF CREDIT. The referred credit in the
above clause is subject, along others, to the following stipulations: a)
Destination: The debtor shall destine the credit to refinance debts with the
shareholders. B) Term: The term of the credit is ONE (1) YEAR counted upon on
this day, for which it will expire the eighteenth of December of the year two
thousand one. If such date is holiday, the period shall conclude the immediate
previous banking working day. C) Payment Method: The Debtor shall pay the credit
in the following manner: THREE (3) QUARTERLY AND CONSECUTIVE PAYMENT OF ONE
HUNDRED TWELVE THOUSAND FIVE HUNDRED DOLLARS OF THE UNITED STATES OF AMERICA
($112,500) EACH, IN MONTHS OF MARCH, JUNE AND SEPTEMBER ALL OF YEAR TWO THOUSAND
ONE; AND THE BALANCE UPON EXPIRATION OF THE CURRENT OBLIGATION. Such amounts do
not include the interests pertaining to the period of time

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elapsed, and the payments shall be made the last working day of the month to
which corresponds the payment of capital, according to what is established in
this clause. During the period of this contract, it is not permitted to the
Debtor to make anticipated payments of capital during the Periods of Interests
(as defined hereinafter), agreed. If notwithstanding this prohibition, the
debtor expresses the desire to make anticipated advance of capital, it is bound
to pay a recharge that the bank may impose over such anticipated payment. d)
INTERESTS: Over the amount owed or their balances shall pay interest at rate
equal to the rate offered for the deposits equal or close to NINETY (90)
CALENDAR DAYS, in Dollars of the United States of America in the Interbanking
Market of London, United Kingdom (LIBO RATE), at eleven hours in the morning,
London time, the second previous working day prior to the beginning of the
period of interests to which the rate will be applied, increasing in THREE POINT
SEVENTY FIVE percentage points (3.75%), as appears on page three thousand seven
hundred fifty (3750) of Telerate. If Libro Rate cannot be determined according
to what is above established, Libo Rate shall mean an annual rate equal to the
rate indicated in page "LIBOR" of the Reuters Screen (or any other page which
substitutes the mentioned page from time to time) upon eleven hours before noon
(11:00 A.M.) (London Time) the second previous working day prior to the
beginning of the period of interests to which the rate will be applied, for
deposits in Dollars of the United States equal or closer to the duration of such
interest period. In the event that one or more interest rates appear on page
three thousand seven hundred fifty (3750) or "LIBOR" as the case may be, the
Libo Rate shall be the average (rounded to the superior multiple number closer
to the 1/16 of the 1% annual, if such average is not a multiple) of such rates
offered. For the effects of this clause, `Period of Interest' shall mean the
period beginning the nineteenth of December of the year two thousand and ends
three months after, that is, the nineteenth of March of the year two thousand,
and ends each consecutive period of three months, beginning on the date of
expiration of the immediate pervious interest period. Interests shall be paid in
MONTHLY manner the last working day of each of the indicated months. The
variation in the interest rate for each period of interests shall make effect
automatically without need of any formal requirement, although, for the effects
purely informative, it shall be sent to the debtor a written communication to
the address stated in this document. The interests shall be calculated based on
one year of three hundred sixty (360) days and collected for those days
effectively elapsed in the period in which

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such interests are payable. E) Moratorium Interests: In the event that the
debtor incurs in moratorium any of the obligations corresponding by virtue of
the credit, shall pay over the balances owed, moratorium interests at an
interest rate equal to the LIBO rate defined in the above clause, in effect on
the date of payment, increased in SEVEN POINT FIFTY percentage point (7.50%),
which shall be calculated upon the first date in which has incurred the
moratorium until the date in which the bank receives upon complete satisfaction
the amounts owed, and without prejudice to the right f this to give as expired
in anticipation the period of the contract and demand judicially the payment of
the obligation. F) Common dispositions to the payment method. The capital and
interests shall be paid in Dollars of the United States of America since it is
an obligation of payment from Guatemala to abroad, without need of collection or
requirement in the account of the Bank that the first indicates to the Debtor,
in the offices located in the City of New York, State of New York, United States
of America, that the Debtor already knows, or in the offices of the branch in
Guatemala on the date in which corresponds to make the payment according to the
credit. The payments of capital and interests in all cases, shall be made on or
before twelve hours, hour of the city of New York, State of New York of the
United States of America. In the event that a date of expiration is a banking
holiday, the obligation shall be complied the first previous working day and the
interest shall be calculated and paid until such date. A banking holiday is a
day in which the banks will not serve the public in the State of New York,
United States of America and in the City of Guatemala, Republic of Guatemala.
All payment that must be done according to the credit shall be free of any and
all retention or reduction of the taxes, exchange commissions, charges, expenses
or any concept, current or future, that implies one reduction in the amount that
the Bank must receive according to such credit. In consequence, the debtor shall
pay to whom corresponds all the obligations before third parties that affect or
implies, currently or in the future, in the amounts owed to the Bank according
to the current credit contract. In the eventual case that for disposition of law
is prohibited to the debtor to make payments owed to the Bank without making
deductions or retentions or payment of any other amount or reimburse to the Bank
the amounts paid for such concept, the payments for interest owed upon the date
of payment in the necessary amount in order to, once complied the obligations
for those concepts indicated, the Bank receives in integral manner the amounts
established in this credit contract. The debtor shall also provide the Bank, in
the term above

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indicated, authenticated copy of the proofs of having negotiated the currencies
derived of this loan by means of the national banking system or authorized
entities by the Monetary Board of Guatemala to operate the change of currency.
In the event that the debtor does not complies with any of the payments
mentioned and as consequence the Bank is bound to make the same, the first shall
reimburse the Bank within three (3) following working days after notice that the
Bank has made one, several or all those payments, the amounts for such concepts
have paid, plus interests under a rate equal to the one agreed for the total of
the credit, and in such case, the expenses and commissions caused. THIRD: OF THE
PROPERTIES OF THE GOODS THAT BE GIVEN IN PLEDGE: Mr. MICHAEL EDWARD ASCOLI
GIRON, in representation of the entity PRICESMART (GUATEMALA), SOCIEDAD ANONIMA,
declares under faith of oath and advised by the Notary Undersigning of the
penalties related to the fault for perjury, that its represented, PRICESMART
(GUATEMALA): a) PRICESMART PLAZA, located in sixth avenue zero dash seventy nine
of the zone four, city of Guatemala (6th Avenue 0-79, zone 4) registered under
number two hundred thirty five thousand four hundred ninety four (235,494),
folio two hundred thirty six (236) book one hundred ninety seven (197) of
Mercantile Business, file number eighteen thousand one hundred ninety tree dash
two thousand (18,193-2000); and b) PRICESMART (GUATEMALA), SOCIEDAD ANONIMA,
located in twenty first avenue seven dash ninety of zone eleven, city of
Guatemala (21 Avenue 7-90, zone 11) registered under number one hundred ninety
thousand two hundred twenty seven A (190,227 A), folio ninety (90), book one
hundred fifty five (155) of Mercantile Business, file number twenty eight
thousand nine hundred thirty four dash nineteen hundred ninety eight
(28,934-1998). States Mr. MICHAEL EDWARD ASCOLI GIRON, in capacity in which
acts: a) That accredits the property of Mercantile Business property of
PRICESMART (GUATEMALA), SOCIEDAD ANONIMA, through the presentation to the Notary
Undersigned of the documents consisting in Certifications issued by the General
Mercantile Registration of the Republic of dates twenty ninth of November and
fifth of December of the current year, referring to Mercantile Business
described and identified in clauses "a" and "b" of this clause, in which it is
established that the owner of the same is PRICESMART (GUATEMALA), SOCIEDAD
ANONIMA; b) That all taxes of any type currently existing and are in effect,
that the charges and taxes against all and each of the Mercantile Business
required by any governmental authority of the Republic of

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Guatemala or any political or fiscal authority, have been complete and finally
paid or provisioned, specially in the Tax to Mercantile and Agropecuary
Business; c) That Mercantile Business of its represented, PRICESMART
(GUATEMALA), SOCIEDAD ANONIMA, are free and over them there are no encumbrances,
notes, leases, impediments, embargoes, charges, rights against, pledges, use or
usufruct or limitations that may affect rights of third parties, except the
pledge constituted over variable inventory not perishable consisting in
merchandise, that guarantees the hundred twenty five percent of the margin of
the loan with Banco Uno, for the amount of two million of dollars of the United
States of America. Adds Mr MICHAEL EDWARD ASCOLI GIRON that the statements made
correspond to the goods encumbered. The Notary advises the civil and penal
responsibilities incurred in the event that the above statements are not true.
FOURTH: CONSTITUTION OF PLEDGE OF MERCANTILE BUSINESS. A) Mr MICHAEL EDWARD
ASCOLI GIRON, expresses that its represented, PRICESMART (GUATEMALA), SOCIEDAD
ANONIMA, constitutes in favor of CITIBANK, N. A., in guarantee of the payment of
the totality of the obligations herein contracted by the entity PRICESMART
(GUATEMALA), SOCIEDAD ANONIMA, including capital, interests, fees, collection
expenses and any other obligations demandable by virtue of law and this contract
FIRST, SOLE AND SPECIAL PLEDGE over the Mercantile Business property of its
represented, described and identified in paragraphs "a" and "b" of the third
clause immediately previous to this instrument, as well as over all results and
performances produced by such Mercantile Business. In addition, declares in name
of its represented, that in the pledge are included all elements of the
Mercantile Business, inventories, all assets and all accounts payable ordinary
and extraordinary of PRICESMART (GUATEMALA), SOCIEDAD ANONIMA, (particularly
accounts receivables derived of credit titles) that in fact and right
corresponds to PRICESMART (GUATEMALA), SOCIEDAD ANONIMA, as well as the
mentioned Mercantile Business; adds that, according to article six hundred fifty
five (655) of the Code of Commerce, it is understood as Mercantile Business the
set of work, of material elements and coordinated incorporating values, to offer
the public with lucrative purpose or in systematic manner, goods or services.
Likewise, the pledge of Mercantile Business include all the elements that
establishes article six hundred fifty seven (657) of the Code of Commerce..
Continues stating MICHAEL EDWARD ASCOLI GIRON, in his capacity, that its
represented, PRICESMART (GUATEMALA), SOCIEDAD

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ANONIMA, has expressly contracted with Citibank, N. A. that the pledge of
Mercantile Business, also includes copyrights, manufacturing secrets and the
business, exclusive and concessions, as well as all registration maintained in
regard to the GOODS PLEDGED, including any and all diaries, books, operations
registry, sales and maintenance and other information related to these, as well
as all rights, titles and interests of PRICESMART (GUATEMALA), SOCIEDAD ANONIMA,
with goods pledges, all the authorizations, permits, ordinances, consents,
privileges, immunities, licenses, and rights of all type, description and
characters, options, registration, inspection, documents currently are or in the
future may be property or controlled by PRICESMART (GUATEMALA), SOCIEDAD
ANONIMA, for the use in connection to the effect, use, operation and maintenance
of the GOODS PLEDGED and all other previously indicated. It is understood
between the parties of this contract that the debtor shall not have limitation
or prohibition for the purchase and sale of products as well as for all the
operations that are of the ordinary draft of the Mercantile Business; b)
Outstanding Balance. The parties convene that MICHAEL EDWARD ASCOLI GIRON in
representation of GRUPO SOLID, S.A (constituted with initials), and Pricesmart
(Guatemala), Sociedad Anonima, shall respond all the goods current and future
for any outstanding balance that may be left in pledge, in a joint and solidary
manner; c) Deposit. All contacting parties appoint PRICESMART (GUATEMALA),
SOCIEDAD ANONIMA, as depositary of the goods pledged, which through its legal
representative, Michael Edward Ascoli Giron, expresses that is aware of the
obligations pertaining to such position, and who accepts to take for free. The
depositary declares that is in effective and total possession of the Mercantile
Business encumbered. Likewise, declares that is bound to allow that the persons
or entities appointed by the Bank may anytime inspect the status of the same and
if found suffering damages or deterioration or are not receiving the pertaining
attention and maintenance or are found in stage of abandonment, all upon the
judgment of the Bank, the same may address to a Judge to request the immediate
substitution in the charge of depositary, request tat shall be solved simply,
without article, previous and sole audience to the interested party. In the
event of execution, the depositary shall be removed by the judge through simple
request in such sense by the Bank. In this case, it shall be named as depositary
to the person proposed. The depositary assigned upon request of the Bank, shall
be exempted from the payment of any bond or guarantee for the performance of the
position. D) The debtor is

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bound to respond for the remedy for the eviction and other hidden causes of
the goods affected by the pledge. E) Insurance. The Debtor is bound to contract
and keep in effect during the period of the contract and all its extensions, and
in all case until the effective payment of capital, interests, commissions,
recharges, expenses and any other amount duly agreement of this contract, an
insurance with any of the authorized insurers to operate in the country - that
previously has been accepted expressly by the Bank - for the amounts and against
the risks that may affect the good or properties pledged tat are accustomed,
including accidents, force majeure and malicious prejudice, extremes that, in
case of discrepancies between the parties, shall be determined by the Bank. The
insurance shall be contracted in favor of the Bank as beneficiary of the
insurance and shall cover, as minimum the total amount of the credit and
interests or the balance outstanding from time to time. The Debtor shall provide
to the Bank authenticated copy of the insurance policy with all endorsements and
documents attached in which the deductible amount is stated and all other
conditions of the insurance. In addition, the same shall sent authenticated copy
of the receipt of payment of the premium and if this has been paid in
installments, it is bound to send the Bank a copy of the receipts within the
five (5) working days following the date of payment set in the policy. It is
also bound to send to the Bank an authenticated proof subscribed by the legal
representative of the insurer in the same that in the event of accident, the
indemnization shall be paid directly to the Bank, once deducted the payments for
taxes, commissions and any other concept that is legally bound to pay the
insurer before paying the indemnization. The Debtor shall provide the Bank the
above documents within the three following working days upon signing this
contract and, if may correspond to make a renewal or extension or any amendment
and/or endorsement of the insurance during the period of the contract, the
delivery shall be within fifteen (15) working days following the renewal,
extension, amendment and/or endorsement. If upon judgment of the Bank the
estimate of the remaining of the eventual indemnization were not enough to cover
the commercial value of the goods insured in the event of accident, for any
reason, the debtor shall contract according to the instructions of the Bank an
additional insurance for the difference or shall guarantee the same constituting
bond or any guarantee upon satisfaction of the Bank. In any case, if the Bank
considers for any reason or circumstance tat the insurance if not enough, or in
the event that the Debtor does not contract and/or maintains in effect the
insurance in the indicated manner, the Bank shall have the right,

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even though not the obligation, of requesting and contracting the insurance to
the account of the Debtor, who through this act authorizes such request and
contracting. F) By virtue of the grantors hereby request to Mr General
Mercantile Registrator of the Republic, to register and note in favor of
CITIBANK, N. A., the pledge of Mercantile Business, according to the testimony
of this document, in the registration inscriptions pertaining to PRICESMART
(GUATEMALA), SOCIEDAD ANONIMA, and made certification in the respective
testimony the pledges that through this act are constituted, as well as these
occupy the first place. g) On his side, Mr. Juan Antonio Miro Llort, on behalf
and representation of CITIBANK, N. A., accepts the pledges that through this act
are constituted in his favor. FIFTH: OTHER STIPULATIONS. a) It is convened that
the effect of the credit and until the cancellation of the amounts owed to the
Bank, the owner of the goods may not, without the previous and written
authorization of the same, encumber, lease, pledge, constitute usufruct, assign
any title or pledge again the Mercantile Business already given as guarantee,
under sanction of nullity of the acts or contracts that are held and without
prejudice of the right of the Bank to consider as terminated in advance the
period of the credit. B) It is expressly convened that the pledge constituted by
this act shall remain in effect and will have all the effects until the
effective cancellation of the totality of the credit and its extensions. C)
Maintenance of the Pledge. The Debtor is bound to keep the Mercantile Business
pledged in perfect state of operation, preservation, and maintenance imposing
equal obligations of its employees and dependants. The Debtor shall communicate
to the Bank, immediately, that is, the date in which occurs the first following
working day in case of holiday, the existence of any risk of any of the GOODS
PLEDGED. SIXTH: STATEMENTS AND OBLIGATIONS. Without prejudice to other
statements and obligations contracted according to this credit contract, the
legal representative of the debtor declares and assures through this act: a)
That its represented is a mercantile society duly organized, existing and in
good state of solvency according to the laws of the Republic of Panama and that
is bound to keep and maintain in during the effect of the of the credit its
legal existence and judicial personality, as well as all rights, including
privileges, commercial names, and to conduct its business in an organized,
efficient and regular manner; b) tat such entity has capacity to be owner of the
properties and to carry out businesses in the manner currently kept; c) that the
execution and compliance of this contract does not contravene any legal or
contracting precept that constitutes an event of

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non-compliance according to other contract or instrument in which its
represented is part of, or by obligation that may be contracted, or that is
prohibited for another reason; d) That the financial statements of its
represented for the fiscal year ended on the thirtieth of June of the year two
thousand were prepared according to the principles of accounting generally
accepted and applied upon a consistent basis for the specific period, and
present reasonably the financial situation of the debtor to the date of this
contract; e) Without prejudice of the above, the Debtor is bound to provide the
Bank the financial statements in any period in which this may request so. In any
case, it is bound to provide the Bank within the one hundred twenty (120)
calendar days following the fiscal closing of each of the years during which the
period of the credit or its extensions and until the total cancellation of the
credit, the financial statements for the pertaining year, including the balance
sheet, loss and profit statements, statements of change of capital of the
shareholders and statement of change in the financial situation of the Debtor.
The financial statements referred pertaining to each fiscal year shall be
presented audited by an auditing firm and independent public accountants whose
name is known and acceptable to the Bank, and shall be prepared according to the
principles of accounting generally accepted and calculated upon a consistent
basis for the specified periods and shall be presented reasonably the financial
situation of the Debtor to the date of the same. If the Debtor may be required
by the Bank, the same shall provide or place at the disposition of the Bank,
upon choice of this latter, the books of the acts, accounting books and the
documentation support, providing all the necessary cooperation with the experts
appointed by the Bank for the duly understanding of the same. Of this account,
such technicians shall interview with the persons and officers of the Debtor to
provide explanations on the financial situation; f) The registered address of
the debtor is twenty first avenue seven dash ninety of zone eleven, city of
Guatemala, and this address belongs exactly to the location where the main
offices and place of activities are found; g) That the contract contained in
this document legally binds the Debtor according to each of the clauses
demanding its compliance; h) States the legal representative of the Debtor that
since the date of the financial statements and patrimony state presented to the
Bank upon request of the credit herein mentioned until this date, there have
been no material adverse changes in the assets, obligations (contingent or
others) or in the financial situation or business of the Debtor. The same is
bound to provide the Bank, within the following three (3) working days to the
date in which is known a substantial adverse

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change in its financial situation, a detailed and precise report that contains,
at least, the nature of the change, the obligation or obligations affecting the
situation or situations in moratorium in which it may incurred, the time in
which has been in moratorium, the proposed measures to remedy such situation and
other information related to the adverse financial situation; I) The debtor is
bound to pay on a timely basis, all taxes, rates, arbitrations, contributions or
any other charges to which the same is bound, unless those in good faith may
have decided to refute, circumstance that will communicate to the Bank
immediately, or at least one day prior to the expiration of the period to
present the refusal. When related to taxes over the pledged properties, and/or
the credit contract, and with the purpose to prove that the same have been duly
paid, the debtor is bound to deliver the Bank within the following fifteen
working days of making the payment, the authenticated copy of the receipts
accrediting the compliance of such obligations. In the event that the debtor
does not comply with the payment mentioned in this literal, the same authorizes
upon this moment the Bank to make such payment on its behalf, provided that the
Bank may choose to do so. In this case, it shall reimburse the Bank within the
next three working days after been advised that the Bank as made such payment,
the quantities that for such concept this latter has paid, plus interests
equivalent to an equal rate agreed for the amount of the credit, and in its
case, the expenses and commissions caused; j) the goods pledged shall be
inspected periodically by the person or persons appointed by the Ban, and in any
case no less than twice (2) a year. The owner shall allow such persons to access
the place and shall provide the cooperation and assistance that may be required
for the effects of the inspection; k) The debtor shall keep in effect the
contracts and/or work relations or services with the current management team,
being able to substitute only with personnel of equal capacity or better
qualified than the current; I) That there is no litigation or administrative
procedure pending before the court or authority or arbitrators that may affect
in negative or adverse manner the financial situation of the Debtor or the
legitimacy, validity or demandability of this contract. The debtor shall inform
the Bank in an immediate manner any litigious matter that may be part of, and
the following day be notified of all action and/or judicial diligence placed
against it. In regards precautious measures, the same shall inform the Bank
immediately upon having knowledge of the same. It shall also inform the Bank of
any obligation that the same may have; m) The Debtor shall not contact
encumbrance, pledge or any other obligations, of any nature that may lead to
encumbrances or limitations over the

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current properties or those that may acquire in the future, without the previous
and written consent of the Bank; n) The Debtor shall comply all the regulations,
rules, laws, orders and in general, all the standards of any nature issued by
the competent authority that may be applicable; o) the Debtor shall provide
notice in writing to the Bank, no later than the following day of the
occurrence, any non-compliance accompanied by a statement of the action proposed
by the Debtor to remedy the unfulfillment; p) The Debtor shall not sell, lease
or in any manner dispose of a substantial portion of the assets in any fiscal
exercise except with the previous and written consent of the Bank; and q) Upon
concluding the fiscal period of the year two thousand one, THE DEBTOR may keep
and reflect the next financial situation; i) That by reason of coverage of
service of debt be in any moment less than one point five (1.5) to one (1.00).
For the purpose of calculation of "Reason of Coverage of Debt Service" shall be
calculated annually upon the last day of each fiscal year of the Debtor for the
period of one year concluding in the date of determination of the same and shall
be defined, as the guarantees of the Debtor prior to the interests, taxes,
depreciation and amortization (EBITDA), over the amount of payment of interests,
capital, and the current portion of the long term debt (those payments of debts
to be made during the period following such for which the determination was
carried out, all determined according to the principles of accounting generally
accepted and applied in such consistent manner; ii) That for Debt or Leverage be
in any moment no more than three point eight (3.80) to one (1.00). For the
purpose of the calculation, it shall be defined the "Reason of Debt", as the
total of liabilities of the Debtor (including the obligations owed to the
headquarters, PriceSmart, Inc. and any other company related to the
headquarter), over the profits of the Debtor before the interests, taxes,
depreciation and amortization (EBITDA), all as determined according to the
principles of accounting generally accepted and applied in consistent manner;
and iii) That the maximum level of the total outstanding balance of the Debtor,
over the profits of the Debtor before the interests, taxes, depreciation and
amortization (EBITDA), may not be in any moment higher than two point five (2.5)
to one (1.00). For the purpose of the calculation, it shall define "Total of the
Debt" as debt with the banks, debts to banks, short and long term debts, plus
any other amount owed to PriceSmart, Inc, and any other company related to the
headquarters. SEVENTH: NON COMPLIANCE AND PREMATURE TERMINATION: The Bank shall,
upon discretion, consider terminated the period of the contract in a premature

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manner and demand the payment of the capital, interests, expenses, and in its
case, judicial fees as any other obligation or payment owed according to this
contract, in the event of occurring any of the following issues: a) If the
debtor does not comply with the payment of interests or capital, expenses or
commissions to the Bank when are owed or payable, be it upon expiration or in
any date established for its payment; b) For lack of compliance of the debtor to
any of the obligations assumed in this credit contract, or those that according
to the law corresponds to assume; c) For lack of compliance of the debtor
PRICESMART (GUATEMALA), SOCIEDAD ANONIMA, to cancel in its totality, the banking
credit granted by Banco Uno, Sociedad Anonima, for the amount of up to two
million dollars of the United States of America, on the date of the expiration,
March nineteen of the year two thousand one; d) When occurring a material
adverse change in the financial condition or in the business of the debtor, that
to the opinion of the Bank, affects the guarantee or increase the risk; e) When
occurring a material change in the political, economic, monetary situation or of
the other type in the Republic of Guatemala that in the opinion of the Bank,
could increase the risk; f) If the debtor is object of demand, embargo, kidnap
or intervention, or if declared in bankruptcy or if promoting voluntary bid of
creditors or if is created against it a forced bid of creditors or bankruptcy;
g) If any of the goods of the debtor, but specially the pledge movables, suffer
such depreciation or reduction that does no longer constitute enough support to
the Bank, unless the same offers and effectively constitutes a guarantee
satisfactory to the Bank; h) If the debtor reduces its capital, amortizes or
acquires its own shares, begins dissolution, liquidation, merges by absorption
or consolidation in or with other person without previous consent and approval
of the Bank; i) If the meeting of shareholders of the debtor agrees to
distribute dividends in each fiscal period, be that these provide from current,
retained and/or accumulated utilities for an amount superior to the amount
equivalent to the sixty percent (60%) of the positive annual net income; j) If
the debtor encumbers a substantial part of the goods to any other title without
previous authorization of the Bank; k) If the debtor does not comply with the
payment of any other debt including capital, interests, premiums or commissions
or does not comply in any other manner its obligations in its charge and in
favor of the Bank, be it upon expiration of the natural period or in case of
anticipated expiration; l) If the Debtor does not comply with the payment of any
other debt contracted with third parties while become demandable, if stops in
the payment of its obligations or if it makes an

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general assignment in favor of its creditors; mm) If any sentence or order is
dictated against the Debtor demanding the payment or more than the amount of ONE
MILLION DOLLARS OF THE UNITED STATES OF AMERICA ($1,000,000.00), or its
equivalent in other currency; n) If any governmental, judicial, or other
authority of the Republic of Guatemala initiates actions to expropriate, kidnap,
take over all or substantial part of the goods of the debtor or in other manner
assumes the custody or control of the properties be it by execution or in any
other manner and/or restricts, limits or prohibits the Debtor the handling and
faculty to control its business; and o) If the debtor merges with other company
or if in any other manner transfers the companies through which performs its
activities and carries out businesses. EIGHTH: AUTHORIZATION TO DEBIT. If the
credit against the Debtor is demandable by virtue of any case expected as
non-compliance for this contract or by law, the Bank may retain the goods of the
Debtor found in their power or at their disposition. Likewise, if the mentioned
non-compliance occurs, the Debtor authorizes in an irrevocable manner to the
Bank to debit any account of deposits that the same maintains with the Bank to
the effect of extinguishing any debt to its charge, and until the maximum amount
necessary to extinguish the amounts owed. NINT: ASSIGNMENT. The debtor accepts
and recognizes expressly that the Bank may assign, encumber, or negotiate in any
manner its rights derived from the credit and over the pledge guarantees,
without need of previous or further notice or consent of the Debtor, by only
notifying the name of the new creditor and the place in which such payment shall
be made for both capital and interests. The Debtor shall not assign or transfer
the rights and obligations that corresponds to the same according to this
contract, direct or indirectly without the previous consent of the Bank. TENTH:
RESIGNATION. No lack or delay of the Bank in the exercise of any right or
faculty corresponding to the same according to this contract, shall produce
effects of a resignation of these. It shall neither impede for the same reason
any other right or future exercise of such rights or of a faculty, action,
pretension, exception or resource. Likewise, shall effect shall not happen for
the partial exercise of the same. The rights, actions, pretensions, exceptions
and resources established in this contract do not exclude any other established
by law. ELEVENTH: HONORARY AND EXPENSES. The honoraries and expenses that cause
with reason the present business and the registration of the pledge in the
General Mercantile Registration of the Republic as well as the judicial and
extrajudicial related with its collection, shall be to the account of the
debtor. TWELFTH:

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APPLICABLE LAW. This contract shall be ruled, governed, and interpreted
according to the laws of the Republic of Guatemala. THIRTEENTH: PROCESSING
EFFECTS. The Debtor recognizes as perfect executive title the testimony of this
document, waiver of domicile and submits expressly to the competence of the
courts of the Department of Guatemala, Republic of Guatemala, the one chosen by
the Bank. Likewise, the Debtor accepts as liquid, demandable and of expired term
the amount that the Bank demands and as good and precise the accounts that the
Bank presents, in regards to the credit. b) The debtor exempts the Bank of the
obligation to provide bond, guarantee or counterguarantee for the exercise of
its rights or derived of a precautious measure. c) For the effects of this
contract, the Debtor establishes and designates as place to receive notices,
summons, communications and correspondence the address indicated in clause six
of this document, and is bound to advise in writing to the Bank any change that
may result in the understanding the if not doing so, shall be considered valid
and well done the communications, summons and notices sent, practiced or
destined to such address. FOURTEENTH: SUBSTITUTION OF OTHER CONVENTIONS. This
contract and any other documents subscribed as result or in compliance of the
same, express the complete understanding of the parties regarding the judicial
business executed between the parties in this document. Any extension,
amendment, innovation, resignation of right and termination shall be made with
the written authorization and approval of the Bank. FIFTEENTH: SEVERABILITY. If
any convention of credit or of this contract or the application of the same to
any person, by any circumstance is considered invalid, void, inefficient or for
any reason avoids legal effects, such invalidity, nullity, inefficiency or
impediment shall not affect any other contract that may have effects without the
affected agreement. For such purpose, the agreements, conventions, rights and
obligations contained in this contract of credit shall be severable. SIXTEENTH:
SENTECE OR AUTO: If with the purpose of obtaining a sentence or final act is
necessary to convert the amounts owed in Dollars of the United States of America
to another currency according to this contract, the parties convene that the
type of exchange to be used shall be such which allows the Bank acquire all the
proper currencies in accordance to the normal banking procedures the previous
working day to such in which is dictated the final sentence, or related to the
execution under judicial order, the previous working day to which is dictated in
the auto solving definitely the liquidation project of the debt and the
processing fees. Without prejudice that a sentence is

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dictated or not in Dollars of the United States of America, the obligation of
the Debtor in regards to the any amount owed to the Bank according to this
contract shall be considered paid only if on the following working day to the
date in which Bank has received this other currency, any amount taken by the
court as owed under this contract, the Bank may agree with the normal banking
procedures, purchase dollars of the United States of America with such other
currency which satisfy total or partially the balance outstanding. If the debt
is covered only partially by virtue that the Dollars of the United States of
America so compared result in a less amount than the total originally owed to
the Bank according to this contract, the Debtor agrees, as an obligation
different and independently of such sentence or auto, indemnize the Bank for the
difference resulting from the Dollars acquired and the amount effectively owed
according to this contract. SEVENTEENTH: ACCEPTANCE. The grantors, in capacity
with those acting, state the acceptance of the clauses and stipulations of this
document. I, the Notary, ATTEST: a) of total exposed; b) that I have seen the
related documentation, and the certifications issued by the General Mercantile
Registration of the Republic, in which are stated the movable goods pledge
belonging to the Debtor; and c) that I have read what is written by the
grantors, who after having personally be aware of its contents, objective,
validity, legal effects and obligations, do confirm, accept and sign jointly
with the Notary Undersigned.

[Two illegible signatures]

Before me:

[Signature of the Notary]