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                                                                 Exhibit 10.5(b)


                         BANCO NACIONAL DE CREDITO, S.A.
                                 PROMISSORY NOTE

The equivalent I US$1,000,000.00                       Maturity Date____________

I (we), PriceSmart Dominicana, S.A., hereby declare, that I (we) owe and will
pay to the order of BANCO NACIONAL DE CREDITO, S.A., domiciled in Ave. John F.
Kennedy esq. Tiradentes, Santo Domingo, Dominican Republic the sum of ONE
MILLION with 00/100 Dollars, currency of the United States of America, sum that
I (we) have received from the mentioned Bank in the condition as a loan, to my
(0ur) entire satisfaction, to finance imports under letters of credit or
supplier credit, and that I (we) am (are) bound to cancel it.

I (we) am (are) bound to pay the Bank interests on the owed sum at the LIBOR
RATE WITHIN SIX MONTHS plus 4.25% (Four point twenty-five percent) annually.
This interest rate may be increased or decreased, one or more times, by the
Bank. The interests will be calculated on the total of the sum of the
above-mentioned loan, and it will be in effect up to the date when the
obligation is cancelled. I (we) agree that the matured and unpaid interests on
their respective dates will be capitalized and they will earn the same interests
as those established for the capital.

In the case of repayment of the total or of a part of the indicated sum, before
the date of maturity of this promissory note, we authorize the Bank, to collect
a commission for penalty of two percent (2%), calculated on the sums paid in
advance.

Default of only just one monthly payment will convert this Credit into one of
expired term, whereby the total payment may be required. Likewise, the
expiration of this document will be accelerated in the case that an order for
sequestration or lien is dictated on any of my (our) assets, in the case of
death of one of us, injunction, Judiciary or out of court agreement of
creditors, suspension of payments, insolvency or declaration of bankruptcy
against me (one of us), and so on, due to default of any if the obligations that
I (we) acquire.

I (we) certify that the amount of this loan will be dedicated to operation for
mercantile matters. All expenses of this operation, including those for
judiciary or out of court collection and legal fees, if any, will be by my (our)
exclusive account.

I (we) certify that I (we) waive the domicile, upon protest, upon the
presentation of this document, the notice that it has been dishonored, to the
benefit of division and exclusion, upon any requirement called for in the case
of arrears to make the payment, for the proceeding of executory process and, as
of now, I (we)


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exonerate the Bank from the obligation of paying a security in relation with any
execution or proceeding regarding this obligation.

Likewise, I (we) manifest that I (we) know and take on all and each one of the
obligations, terms and conditions stipulated in this document. In witness
whereof I (we) sign this document in the city of Santiago, Dominican Republic,
on the ____ ( ) day of the month of _____________ of the year _____.





Debtor: PriceSmart Dominicana, S.A.       Authorized Signatures: NOT LEGIBLE
             (Rubber Stamp)                                     ---------------