<PAGE>


                                                                 Exhibit 10.7(b)


I, AMALIA CHIA SHUM, Judicial Interpreter of the Court of First Instance of the
National District, duly sworn for the legal exercise
of my duties; CERTIFY: That I have proceeded with a legal translation of a
document written in Spanish language, the English version of which, according to
the undersigned, reads as follows:
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NUMBER SEVENTEEN: Before me, ROBERTO LEON GOMEZ, Notary Public with office in
San Jose, appear: Mr. JORGE OSBORNE GUELL, of legal age, married, Business
Administrator, resident at Cartago, bearer of personal identification number one
- sixty hundred fifty three four hundred thirty five, acting in capacity of
Special Assignee with enough faculties for this act of the company named
FIDUCIARIA BFA, S. A., hereinafter denominated as "BFA", with domicile in San
Jose, La Uruca, next to LACSA, entity identification number three - hundred one
- one hundred seventy nine thousand eight hundred thirty five, capacity of which
the undersigning Notary attest under number sixty one of volume forty three of
the register of Notary Roberto Leon Gomez given in San Jose on the twelfth day
of January of the year 2000 document of which is not notarized since it appears
in the protocol ; and Mr. EDGAR ZURCHER GURDIAN, of legal age, divorced twice,
attorney, resident of San Jose, bearer of personal identification number one
-five hundred thirty two - three hundred ninety, acting in capacity of SPECIAL
ASSIGNEE, with enough faculties for this act of PRICSMARLANDCO, STOCK COMPANY,
entity identification number three - hundred one - two hundred twenty nine
thousand nine hundred forty eight, with domicile in San Jose, First Street,
Avenues Nine and Eleven, number nine hundred fifty nine, capacity of which the
undersigning Notary attest under number seventy of volume nine of the registry
of notary Fernando Alfaro Chamberlain, registration of act of the Extraordinary
General Meeting of Shareholders of the mentioned company, held in San Pedro
Sula, Republic of Honduras, at eight o'clock on the twenty-ninth day of the
month of September of the year nineteen hundred ninety nine, document of which
the undersigning Notary keeps a copy in my register of references. The
undersigning Notary certifies the validity of the business term of each of the
companies indicated in the deposition. The deponent STATE: FIRST CHAPTER,
CANCELLATION OF MORTGAGE: FIDUCIARIA BFA, S. A., fiduciary of the trust
subscribed in the Public Registration of Real Estate Property on VOLUME FOUR
HUNDRED FORTY FIVE,


<PAGE>


RECORD NINE THOUSAND EIGHT HUNDRED SIXTY FIVE, been duly authorized to this
effect by the Trustee of the Trust recently referred, be it COMMERCIAL
INTERNATIONAL BANK & TRUST CO. LTD., with entity identification number three -
zero twelve - one hundred twenty six thousand three hundred twenty four, upon
the non-existence of debt being guaranteed with mortgage certificates herein
below indicated, proceeds to cancel the same, discharging the property mortgage,
be it property of the Party of HEREDIA, registration of Mechanized Royal Folio
Number TWENTY THREE THOUSAND TWO HUNDRED FIVE - ZERO, ZERO, ZERO free of these
liens. The mortgage certificates cancelled upon this act are the following: 1)
Mortgage certificate of first degree registered on volume three hundred fifty
six, record eighteen thousand seven hundred of the Public Registration of Real
Estate Property. II) Mortgage Certificate of second degree on volume three fifty
six, record eighteen thousand seven hundred of the Public Registration of Real
Estate Property. III) Mortgage Certificate of third degreee on volume three
hundred seventy eight, record eight thousand four hundred seventy four of the
Public Registration of Real Estate Property. IV) Mortgage Certificate of fourth
degree on volume three hundred eighty three, record nine thousand seventy one
the Public Registration of Real Estate Property. V) Mortgage Certificate of
fifth degree on volume four hundred two, record eighteen thousand two hundred
thirty of the Public Registration of Real Estate Property. VI) Mortgage
Certificate of sixth degree on volume four hundred twenty, record eleven
thousand seven hundred thirty five of the Public Registration of Real Estate
Property. VII) Mortgage Certificate of seventh degree on volume four hundred
thirty eight, record twelve thousand five hundred fifty four of the Public
Registration of Real Estate Property. The mentioned mortgage certificates, duly
endorsed, are attached for their respective incineration, for which the Public
Registration of Real Estate Property is discharged of any responsibility.
CHAPTER SECOND: THE PURCHASE-SALE OF FARMING PROPERTY: FIRST: FIDUCIARIA BFA, S.
A., in capacity of fiduciary owner of farm of the Party of HEREDIA, license of
Mechanized Royal Folio Number TWENTY THREE THOUSAND TWO HUNDRED FIVE - ZERO,
ZERO, ZERO, which is a land to build industries, located in the First District
San Pablo, of Ninth =CANTON= San Pablo, of the Province of Heredia, with a
measure of FIFTY THREE THOUSAND EIGHTY SEVEN METERS WITH SIXTY NINE SQUARE
DECIMETERS; adjacent to the North with Francisco y Juan de Dios Murillo, to the
South


<PAGE>


with Arabela Villalobos Jimenez y Otra, to the East with Quebrada Jestrudio y
Linea Ferrea; and to the West with public street, with CADASTRAL PLAN number
H-Six Hundred Eighty One Thousand Seven Hundred Thirty Eight Eighty Seven, been
duly instructed and authorized to this effect by the trustee of the trust
indicated in Chapter one of this document, sells the mentioned farm to
PRICSMARLANDCO, S.A., which accepts in this act through its representative, the
indicated farm is sold free of any type of liens and notes. Likewise, it is
stated that the farm sold in this act is up to date in regards to the payment of
related taxes; SECOND: the price of the purchase-sale constitutes the amount of
NINE HUNDRED THOUSAND DOLLARS, currency of the United States of America, which
the representative of the seller confirms to receive in this act, upon its
entire satisfaction and acceptance. This is all. The undersigning notary attests
having explained to each of the deponents the value of its stipulations, upon
which the parties have indicated that it is their will to grant this document. I
issue a first testimony in the act of granting the property. Read the draft to
the deponents; who accepted and signed in the city of San Jose at fifteen hours
on the twenty eighth day of January of the year two thousand. (Signature)












IN FAITH OF WHICH, I sign and seal this document, upon the request of the
interested party, in Santo Domingo, National District, Capital of the Dominican
Republic, on this eighteenth (18th) day of the month of February of the year two
thousand. This is a faithful translation effected from the copy of the original.

Internal Revenue Stamps:
RD$1.00 No.                                 Amalia Chia Shum
RD$0.25 No.                                 Judicial Interpreter



<PAGE>


I, AMALIA CHIA SHUM, Judicial Interpreter of the Court of First Instance of the
National District, duly sworn for the legal exercise
of my duties; CERTIFY: That I have proceeded with a legal translation of a
document written in Spanish language, the English version of which, according to
the undersigned, reads as follows:
--------------------------------------------------------------------------------



NUMBER EIGHTEEN: Before me, ROBERTO LEON GOMEZ, Notary Public with office in San
Jose, appears: MR. EDGAR ZURCHER GURDIAN, of legal age, divorced twice,
attorney, resident at San Jose, bearer of personal identification number one -
five hundred thirty two - three hundred ninety, acting in capacity of SPECIAL
ASSIGNEE with enough faculties for this act of PRICSMARLANDCO, S. A., entity
hereinafter and for all the effects of the LOAN CONTRACT shall be denominated
THE DEBTOR, bearer of identification number three - one hundred one - two
hundred twenty nine thousand nine hundred forty eight, with domicile in San
Jose, First Street, Avenues Nine and Eleven, number nine hundred fifty nine, of
which the undersigning Notary attest under number seventy of volume nine of the
protocol of Notary Fernando Alfaro Chamberlain, which is protocol of the minutes
of the Extraordinary General Meeting of Shareholders of the mentioned company,
held in San Pedro Sula, Republic of Honduras at eight hours of the twenty ninth
day of September of the year nineteen hundred ninety nine, document of which
Notary Leon Gomez keeps copy in his protocol of reference; in his capacity of
this act of the society PRISMAR DE COSTA RICA, S. A., bearer of identification
number three - one hundred one - two hundred thirty one seven hundred seven,
with domicile in San Jose, First Street, Avenues Nine and Eleven, number nine
hundred fifty nine, entity of which the undersigning Notary attest under number
seventy one of volume nine of the protocol of the Notary Fernando Alfaro
Chamberlain, which is registration of the minutes of the Extraordinary General
Meeting of Shareholders of the mentioned company, held in San Pedro Sula,
Republic of Honduras at eight hours fifteen minutes of the twenty ninth day of
September of the year nineteen hundred ninety nine, document of which the Notary
keeps copy in his protocol of reference; and in capacity of SPECIAL ASIGNEE with
enough faculties for this act of the company PSC, S. A, an entity organized and
existing according to the laws of Panama, with offices in San Jose, First
Street, Avenues Nine and Eleven, number nine hundred fifty nine, entity of which
the undersigning Notary attest under number seventy two of volume nine of the
protocol of Notary Fernando Alfaro Chamberlain, which is registration of the
minutes of the Board of Directors Meeting of the mentioned company, held in
Miami, State of Florida, United States of America, at ten hours of the ninth day
of December of the year nineteen hundred ninety nine, document of which the
undersigning Notary keeps copy in his protocol of reference: Mr. JESUS ERNESTO
GRIJALVA, of legal age, married once, attorney, with only one last due to his US
citizenship, bearer of US Passport number zero three seven zero zero two six
eight nine, resident at San Diego, California, United States of America, acting
in this capacity of SPECIAL ASSIGNEE with enough faculty for this act of the
company named PSMT CARIBE, INC. a company duly constituted and existing
according to the laws of the Republic of British Virgin Islands, with offices in
forty six forty nine Morena Boulevard, San Diego, California, nine two one one
seven, company of which the undersigning Notary attest with Special Power
granted by the President of the mentioned company in San Diego, United States of
America on the fourth day of January of the year two thousand before Notary
Evelisse


<PAGE>


Hernandez, who holds one last due to her US citizenship, document of which the
undersigning Notary keeps certification, duly legalized by the Ministry of
Foreign Affairs of the Republic of Costa Rica in the file of reference; and in
his capacity of SPECIAL ASSIGNEE with enough faculties for this act of the
company PRICESMART INC., a company organized and existing according to the laws
of the State of Delaware, United States of America, with offices in forty
offices in forty six forty nine Morena Boulevard, San Diego, California, nine
two one one seven, company of which the undersigning Notary attest with Special
Power granted by the President of the mentioned company in San Diego, United
States of America on the fourth day of January of the year two thousand before
Notary Evelisse Hernandez, who holds one last due to her US citizenship,
document of which the undersigning Notary keeps certification, duly legalized by
the Ministry of Foreign Affairs of the Republic of Costa Rica in the file of
reference. The last four companies shall be identified in joint manner in this
contract as THE GUARANTORS. The undersigning Notary attest the validity of the
business period of each of the companies mentioned in the statement. The
deponents STATE: WHEREAS A-) That THE DEBTOR has requested a COMMERCIAL
INTERNATIONAL BANK & TRUST CO. LTD. hereinafter identified in this document as
"CIB", domiciled in Nassau, Bahamas, with offices in Nassau N. P. Bahamas, Post
Office Box four thousand eight hundred sixty eight, bearer of identification
number three - zero twelve one hundred twenty six thousand three hundred twenty
four, and BANCO BFA, S. A., hereinafter identified in this document as "BFA",
bearer of identification number three -one hundred one - zero fifty four
thousand fifty one, domiciled in San Jose, La Uruca, of Puente Juan Pablo II,
one hundred seventy five meters to the North, a commercial loan for the amount
of THREE MILLION NINE HUNDRED THOUSAND DOLLARS, CURRENCY OF THE UNITED STATES OF
AMERICA. From the resources of such loan, NINE HUNDRED THOUSAND DOLLARS,
CURRENCY OF THE UNITED STATES OF AMERICA shall be used for the financing of the
purchase of the farm of HEREDIA, license of the Mechanized Royal Folio number
TWENTY THREE THOUSAND TWO HUNDRED FIVE - ZERO ZERO ZERO, which is property to
build industries, located in Distrito Primero San Pablo, of Canton Noveno San
Pablo, of the Province of Heredia, with measure of FIFTY THREE THOUSAND EIGHT
HUNDRED SEVEN METERS WITH SEVENTY NINE SQUARE DECIMETERS, adjacent to the North
with Francisco y Juan de Dios Murillo, to the South with Arabela Villalobos
Jimenez y Otra, to the East with Quebrada Jestrudio y Linea Ferrea and to the
West with public street, with cadastral plan number H - SEVEN HUNDRED EIGTHY ONE
THOUSAND SEVEN HUNDRED THIRTY EIGHT - EIGHTY SEVEN. The remaining THREE MILLION
DOLLARS, CURRENCY OF THE UNITED STATES OF AMERICA, shall be used to finance the
construction of a store "PriceSmart" over the farm previously described. The
loan in reference shall be identified in this contract as the "LOAN" and, BFA
and CIB shall be identified jointly in this document as "THE CREDITORS". It is
noted that upon the LOAN, CIB will disburse the amount of TWO MILLION FIVE
HUNDRED THOUSAND DOLLARS, CURRENCY OF THE UNITED STATES OF AMERICA and BFA shall
disburse the amount of ONE MILLION FOUR HUNDRED THOUSAND DOLLARS, CURRENCY OF
THE UNITED STATES. In this sense, once executed all the disbursements, CIB shall
have a trusteeship participation of SIXTY FOUR POINT ONE PERCENT and BFA shall
have a trusteeship participation of THIRY FIVE POINT NINE PERCENT. The Agent
Bank of this loan will be


<PAGE>


BFA, which will be in charge of receiving all the payments that THE DEBTOR has
to make and transferring the pertaining monies to CIB. The Agent Bank will also
receive all the documentation and information to be remitted by THE DEBTOR to
THE CREDITORS. For the exercise of its tasks as Agent Bank, BFA will not earn
any remuneration. B -) That THE DEBTOR will give in guarantee to THE CREDITORS
the farm described in Clause A -) of this document, guarantee which will include
any improvement made to the same, including future constructions, [WITHOUT
TAKING NOTE ON THE REGISTRY]: C -) That THE DEBTOR has complied with the
following precedent conditions for the granting of the LOAN: I) THE DEBTOR has
given a scheme of guarantee acceptable by THE CREDITORS, and both parties have
reached an agreement of the terms and conditions of the LOAN, the documentation
related to this transaction, including but not limited to, credit contracts,
insurance policies, etc., both in form and substance; II) The appraisals of the
farm given as guarantee of the LOAN, were made by an expert chosen by THE
CREDITORS, who determined the value of the appraisal is acceptable in regards to
the amount of the LOAN. [CONTINUES TAKING NOTE ON THE REGISTRY]: D -) That is of
the benefit of THE CREDITORS, THE DEBTOR and THE GUARANTORS, to grant, receive
and guarantee, respectively the LOAN according to the terms and conditions
herein stipulated. E -) That according to the previous considerations, and for
the benefit of all the parties, it has been convened in this LOAN CONTRACT, that
the same will be ruled by the following clauses: First Clause - Definitions: For
the effects of this LOAN CONTRACT, the following expressions will have the
meaning: i) Mortgaged Farm: The farm described in Clause A -) of this document.
ii) Working Day: Any day on which the offices of BFA are open for the public.
iii) Dollars: the monetary unit of the United States of America. iv) Significant
Adverse Effect: means in regards to any entity, the negative effect resulting
from any act of any type or nature, including but not limited to any adverse
determination of a litigation, arbitration, judicial, extrajudicial or
administrative procedure, or any investigation of any governmental or
non-governmental authority which imposes a negative or contrary charge, impairs
in a material manner and alters negatively the financial condition, business
operations, assets or benefits of such entity. For the effects of this
definition, "in a material manner" shall mean the possibilities of compliance of
the established obligations in this contract and its guarantees. v) Financial
Statements: means the balance sheet and loss and profit statements, and the
statement of cash flow, including any note on the same. In case of audited
Financial Statements, the report of the auditors and the report of the President
or administrators of THE DEBTOR and THE GUARANTORS. vi) Legal Moratorium: lack
of payment of a period of interest of one of the settlements or parts of the
capital convened that THE CREDITORS authorize to consider payable on demand the
total of the debt. vii) Fiscal Year: With the period of time which begins the
first day of September of each year and concludes the thirtieth day of August of
the following year. In the event that any of the GUARANTORS counts on or arrives
with a fiscal year different to the one consigned in this paragraph, the same
shall be notified to the CREDITORS within the following thirty days upon the
date in which the change for the pertaining fiscal year has been made. viii)
Prime Rate: the variable interest rate of reference, according to the
publication of The Wall Street Journal. The parties consider and accept that the
indicated rate is an objective international rate and of public acknowledgment,
and it is so defined according to article four hundred ninety seven of the
Commercial Code of Costa Rica, considering this note as source of occasional


<PAGE>


certifications on the level of such rate, that the parties or administrative and
judicial authorities may require in regards to the present contract. In the
event of disappearance of The Wall Street Journal, the rate shall be the one
determined through a certification of the Central Bank of Costa Rica. The Prime
Rate will be revisable and adjustable to the rate applicable on the day that
each respective payment must be done. ix) Leverage Proportion: Relation of total
liability to patrimony. x) "Back to Back": Credit operations guaranteed in a
hundred percent with deposits of the same crediting entity. xi) Value Date: Is
the date upon which all the established periods established in this contract
will be counted, including but not limited to the period of the loan, the period
of grace. For all the effects of this contract, it is considered as value date
the seventh day of December of the year nineteen hundred ninety nine. Second
Clause: Destination of the Loan and participation of Trusteeship: Subject to the
terms and conditions stipulated in this LOAN CONTRACT, THE CREDITORS grant in
commercial trusteeship loan to THE DEBTOR, and THE DEBTOR agrees to take a loan
from THE CREDITORS, the amount of THREE MILLION NINE HUNDRED THOUSAND DOLLARS
WITH NO CENTS. The destination of the resources of the LOAN and the
participation in trusteeship of each of THE CREDITORS are stated in Clause A of
this document. Third Clause: Disbursement: From the resources of the LOAN, the
amount of NINE HUNDRED THOUSAND DOLLAS, minus the sum pertaining to the
structuring commission referred upon the fourth clause paragraph c) of this
contract, and the expenses and legal fees pertaining to the drafting and
registration of this document, which have been duly deducted by THE CREDITORS,
are disbursed in this same act through any check issued in favor of Fiduciaria
BFA, S. A., seller of the farm mentioned in Clause A) of this document. The
aforementioned has been executed following the precise instruction of THE DEBTOR
who in this act its full agreement and satisfaction with such procedure. It is
noted that the totality of the NINE HUNDRED THOUSAND DOLLARS already disbursed,
have been provided by CIB. The remaining THREE MILLION DOLLARS, of which CIB
will grant ONE MILLION SIX HUNDRED ONE THOUSAND and BFA shall grant ONE MILLION
FOUR HUNDRED THOUSAND DOLLARS, shall be placed at the disposal of the DEBTOR
once concluded the construction of the store "PriceSmart" which will be built on
the farm mortgaged in guarantee of the LOAN. Fourth Clause - Interests and
Commissions. a.- Current Interests: THE DEBTOR shall pay interests on unpaid
balances of capital, since the date of the disbursement and until completed the
payment at an annual rate equivalent to TWO percentage points above the PRIME
RATE. In consequence, up to this date, as reference for the first payment of
interests, the current interest rate is of TEN POINT FIVE percent annually, with
a basic PRIME RATE of eight point five percent annually. The current interests
shall be paid to THE CREDITORS in Dollars, on monthly expired and consecutive
installments, on the seventh day of each month, or in the event this date is
holiday, the payment shall be made the next working day available. Monthly
payments for concept of interests shall be paid through check, wire transfer or
any other means upon entire satisfaction of THE CREDITORS. Except in the event
of making transfer, all payments shall be made in the main offices of BANCO BFA,
S.A. or any of its branches. The interest rate shall be revisable and adjustable
every month according to the variation of the PRIME RATE. To the effects of the
adjustment, during any time and for any type of legal, judicial and
administrative effects, it will be enough the sole indication of THE CREDITORS,
to confirm that the type of interest notified by this latter, is


<PAGE>


the one indicated to be paid and that the new rate of interest is true, correct
and accepted by THE DEBTOR. Current interests shall be calculated based upon a
year of three hundred sixty five days by the exact amount of days occurred since
the date of the last payment of capital until the next date of payment of
capital, both dates included in the calculation of interests. b.- Moratorium
Interests: In its case, a variable interest rate equivalent to thirty percent
above the current agreed interest rate, calculated upon the basis of one year of
three hundred sixty days by the exact amount of days occurred since the date in
which THE DEBTOR failed in the payment of the pertaining capital until the
effective date of payment to THE CREDITORS, both dates included in the
calculation of interests. In this sense, while no adjustment is made to the
current interest rate, according to what is established in Paragraph A -) of
this clause, the moratorium rate would be THIRTEEN POINT SIXTY FIVE percent
annually. Such moratorium interests shall also be paid by THE DEBTOR in Dollars.
c.- Structuring Commission: THE DEBTOR must pay the amount of FIFTY EIGHT
THOUSAND FIVE HUNDRED DOLLARS to the CREDITORS, for concept of restructuring of
credit for the sole time, amount that THE DEBTOR authorizes and requests the
deduction of the amount of first disbursement. Fifth Clause: Duties and
Currency. All payments made by THE DEBTOR shall be free and without deduction of
any duty, rate, right, lien, retention or contribution, that may exist or is
imposed in the future by any political, administrative or judicial authority of
the domicile of THE DEBTOR. If The DEBTOR is or will be bound to deduct or
retain any amount for any reason, this shall increase the payment in such manner
that THE CREDITORS receive upon expiration the complete amount entitled
according to the terms of this contract. If THE CREDITORS pays any amount of
money charged to THE DEBTOR, for duties or to maintain the validity of the
guarantees, or assure payments or obligations of THE DEBTOR, this will reimburse
immediately the amount in the currency indicated in the receipt along with the
interests pertaining to the rates previously agreed. Considering the fact that
this loan is an operation in Dollars, currency of the United States of America,
THE DEBTOR is bound and irrevocably has the obligation to pay all the amount
required under this loan in the same currency. Sixth Clause - Period: The period
is five years and six months, counted upon the VALUE DATE, according to what is
stipulated in paragraph xi -) of the First Clause of this contract, be it the
expiration date June seven of the year two thousand five. Seventh Clause - Form
and Place of Payment of the capital owed: a.- Settlements: THE DEBTOR shall pay
THE CREDITORS the amount of the capital owed, through the pertaining payment of
twenty installments of capital, quarterly, expired, fixed and consecutive, for
the amount of ONE HUNDRED THIRTY NINE THOUSAND TWO HUNDRED EIGHTY FIVE DOLLARS
WITH SEVENTY TWO CENTS each, payable on the seventh day of each month beginning
every quarter, starting the SEVENTH DAY OF SEPTEMBER of the year two thousand,
by virtue of a period of grace of six months for the payment of capital which
has been granted by THE CREIDTORS to the DEBTOR. The balance, that is the amount
of ONE MILLION ONE HUNDRED FOURTEEN THOUSAND TWO HUNDRED EIGHTY FIVE DOLLARS
WITH SEVENTY CENTS shall be paid upon the expiration of the operation, be it the
seventh day of September of the year two thousand five. The quarterly
installments to be paid to THE CREDITORS shall be paid through checks, wire
transfer, or any other means to the entire satisfaction to THE CREDITORS. Unless
the payments are performed through wire transfer, these shall be made in the
main offices of Banco BFA, S. A., located in La Uruca, one


<PAGE>


hundred seventy five meters to the North of Puente Juan Pablo Segundo, or in any
branch of such Bank. For better understanding, it is noted that the interests
shall be paid monthly, according to the fourth clause. Eighth Clause: [WITHOUT
TAKING NOTE ON THE REGISTRY]: A.- Conditions preceeding to the disbursement of
the credit: Previous to the disbursement of the credit, THE DEBTOR shall have
delivered to THE CREDITORS the following: i.- Financial Statements: Three years
of financial statements, including the balance, statement of loss and profit,
and cash flow of PriceSmart, Inc.. PriceSmart, Inc. is bound to the
aforementioned through its representative. ii.- Business Plan and Projected Cash
Flow for the period of the credit of THE DEBTOR and PRISMAR DE COSTA RICA, S. A.
in a consolidated manner. iii.- Business Plan and Projected Cash Flow of
PriceSmart, Inc. for the period nineteen hundred ninety nine - two thousand.
PriceSmart, Inc. is bound to the aforementioned through its representative. B.-
Special Conditions of the loan: i.- Insurance: As constructions are been carried
out in the farm which guarantees the LOAN, THE DEBTOR is bound to subscribe by
means of INTERSEGUROS, S. A., insurance policies against all risk, including but
not limited to risks on fire, hurricane, civil disturbance, earthquake, floods,
responsibility of accidents and business interruption and any other prejudice,
for an amount reasonable to the satisfaction of THE CREDITORS which shall be
equal to the balances due for concept of capital of the LOAN. The rights derived
from previous insurance policies shall be assigned in favor of THE CREDITORS
while this LOAN CONTRACT is in force. The amounts paid by the insurance company
for an insurance policy shall be applied to the payment of capital and interests
of this trusteeship loan, or in its defect, with the authorization of the
creditors, it shall be used for the restoration of all or part of the facilities
which are guaranteeing the LOAN. The aforementioned fact will be without
prejudice to any other right or remedy that THE CREDITORS may have according to
this LOAN CONTRACT. THE CREDITORS may authorize THE DEBTOR to subscribe the
above indicated insurance policies by means of other company different to
INTERSEGUROS, S. A.. In this case, THE DEBTOR shall provide THE CREDITORS upon
their request, a certification of the existence of the policies herein stated.
In addition, THE DEBTOR shall give THE CREDITORS in the anniversary of each
insurance policy without requirement, or upon request of THE CREDITORS at the
moment this latter redeem necessary, the duplicated originals of all the
insurance policies or contracts executed according to the previous stipulations,
as well as copies of the receipts of premiums paid, an a confirmation issued by
the insurer stating that the policies are in force and in full effect, and that
THE CREDITORS are registered as mortgage creditors and beneficiary of the same.
It is understood that in the event the DEBTOR does not pay on the pertaining
date the quotas of the insurance policies herein stated, THE CREDITORS may
proceed to make such payments, and the DEBTOR will be bound to pay THE CREDITORS
the amount paid for insurance policy within the month following to the date in
which THE CREDITORS have made such payment. The noncompliance of this obligation
by THE DEBTOR shall be cause of anticipated expiration of the LOAN. ii.-
Prepayment: THE DEBTOR reserves the right to pay in advance the loan owed but,
in such case, shall not have right to any discount or return of the commissions
already paid. Any prepayment shall be applied to the capital in inverse order of
expiration of the loan and all the interests earned on the amount of such
prepayment shall be paid at the same time. The anticipated payment may be total
or partial. In the event THE DEBTOR makes partial prepayments, the same shall be
in quotas not less than TWO HUNDRED EIGHTY


<PAGE>


SIX THOUSAND SEVEN HUNDRED FIFTY DOLLARS, and will not be bound to the payment
of any fine. It is understood that any prepayment shall necessarily coincide
with the dates of payment of interests. In any case of prepayment, THE DEBTOR
shall notify THE CREDITORS four days in advance its intention. THE DEBTOR shall
compensate the CREDITORS against any loss, cost or expense incurred by THE
CREDITORS as result of noncompliance of a prepayment required and confirmed by
THE DEBTOR. [CONTINUES TAKING NOTE ON THE REGISTRY]: Ninth Clause: THE DEBTOR
and PRISMAR DE COSTA RICA, S. A. expressly bind themselves and agree for the
entire period of the loan and until all the financial obligations derived from
the same have been cancelled in its totality and during the period in force of
all the guarantees given and constituted according to this contract, to the
following: i) Existence and Licenses of Operation: THE DEBTOR and PRISMAR DE
COSTA RICA, S. A., shall keep and maintain with full legal effect its corporate
existence full capacity to operate in Costa Rica, as well as all type of
licenses and permits to operate its activities. Likewise, THE DEBTOR and PRISMAR
DE COSTA RICA, S. A. shall comply with all important aspects related to the
applicable laws, rules, decrees, resolutions, sentences, and orders or
restrictions imposed by any entity or governmental, judicial or administrative
authority, be it applicable to the performance of its business and activities,
and to the property of their properties and assets and the related subsidiaries,
including environmental laws; and shall pay and maintain updated all the
material obligations which they may have during the period of this loan. ii)
Performance of their business: They shall continue performing and operating
their business as described to THE CREDITORS in regards to this LOAN CONTRACT.
iii) Assets and Properties: The farm will be kept in guarantee of this
obligation in the same or better condition in which is currently found.
Likewise, the store "PriceSmart" is kept to build in the mentioned farm, in
perfect state of conservation and maintenance. THE DEBTOR and PRISMAR DE COSTA
RICA, S. A. in particular, may not lien, assign or dispose of in any manner the
farm mortgaged in guarantee of the LOAN. iv) Auditing and inspections: THE
DEBTOR and PRISMAR DE COSTA RICA, S. A. are bound to cooperate in the inspection
on loans and guarantees carried out by the General Superintendency of Financial
Entities. In addition, THE DEBTOR and PRISMAR DE COSTA RICA, S. A. are bound to
accompany the legal representatives of THE CREDITORS in order to inspect the
properties granted in guarantee, at the moment in which THE CREDITORS consider
necessary, provided that it is during working hours. v) Reports: Financial
Statements: THE DEBTOR and GUARANTORS shall present to THE CREDITORS within
ninety days following to the date of its business year, the Annual Financial
Statements audited by an external auditing firm accepted by THE CREDITORS. In
case of THE DEBTOR and PRISMAR DE COSTA RICA, S. A., the Financial Statements
above mentioned shall be consolidated. In the event that THE CREDITORS would not
approve in a determined moment the external auditing firm, the same shall notify
THE DEBTOR and/or the GUARANTORS indicating the reasons justifying its refusal.
In such case, THE DEBTOR and/or GUARANTORS shall have a period of thirty days
upon the date of the notice to appoint a new company that shall be subject in
the same manner to review and approval by THE CREDITORS. Once passed this period
without receiving the approval from THE CREDITORS these shall have right to
consider due in advance and along with all the financial obligations in its
favor. Internal Financial Statements: THE DEBTOR and GUARANTORS shall present to
THE CREDITORS quarterly within forty five days following the date of


<PAGE>


closing of each quarter, their internal financial statements. In case of the
DEBTOR and PRISMAR DE COSTA RICA, S. A., these shall be consolidated. All
statements shall obtain a sworn statement of a legal representative stating the
compliance of all the obligations herein contracted, including but not limited
to: the respective financial reasons. vi) Payment of duties: THE DEBTOR and
PRISMAR DE COSTA RICA, S. A. shall present on a timely basis all and every one
of the statements of rent and reports, and shall pay on a timely basis all
municipal and property duties and governmental taxes or charges that for any
other reason are due to their activities and real estate, in particular those
which affect the farm mortgaged under this document. THE DEBTOR and PRISMAR DE
COSTA RICA, S. A. shall have no obligation to pay such duties while claiming the
validity or the amount of the same, in good faith and through the proper legal
procedures; nevertheless, it shall present in their financial statements the
reserve or provision necessary for the payment of the same in the event that
such payment must be made. vii) Maintenance of such financial reasons that shall
be reviewed on a quarterly basis: During the period of the credit, THE DEBTOR
and PRISMAR DE COSTA RICA, S. A., in a consolidated manner, shall maintain the
following financial indexes calculated by fiscal year in case: a -) Reason of
the service of the debt excluding "Back to Back" type operations, provide at
least one point one for the year two thousand; one point fifteen for the year
two thousand one, one point twenty five for the year two thousand two and one
point five after year two thousand three and following; measure in all cases at
the end of each quarter and calculated in proportion to twelve renewable months.
It is defined the reason of service of the debt as: the net utility plus
interests, plus depreciation, plus amortization, all of the previous divided by
the capital plus the payment of interests: b -) The reason of coverage of
interests, excluding "Back to Back" type operations, it shall not be lower than
the level of one point seventy five percent for the year two thousand; of two
points for the year two thousand one; of two point five of the year two thousand
two; and of three for the following years; c -) The total debt, excluding "Back
to Back" type operations/ EDBITFA shall not be over: five for the year two
thousand; four for the year two thousand one; two point seventy five for the
year two thousand; two point five for the years two thousand three and two
thousand four. EDITDA shall be calculated using the past twelve months upon the
moment of the calculation, and shall be defined as: the amount (without
duplication) of: one -) net utility plus two -) depreciation and amortization,
plus three -) interest expenses, plus four -) all other accounting expenses
which do not represent outcome of cash during the period, including but not
limited to: losses not performed derived from the exchange differential or
currency corrections, and only when such expense has been deducted in regards to
the determination of the net utility; plus tax expenses to the profits, only
when this expense has been deducted in relation to the determination of the net
utility, minus accounting income which do not represent an income of cash during
the period, including but not limited to: profits due to exchange differential
and currency corrections, minus income of capital from participation in
subsidiaries or affiliates, plus dividends in cash received from subsidiaries
and affiliates. d -) The reason of leverage of THE DEBTOR must not be over three
for the year two thousand, two point five for the year two thousand one and two
for the following years. The reason of leverage is defined as "the total of the
debt" minus "back to back" type operations over the patrimony plus "back to
back" type operations. viii) Notice of litigation, administrative procedures,
requalification of taxes: THE DEBTOR shall notify in writing THE CREDITORS,
immediately after THE DEBTOR has knowledge of any litigation, administrative or


<PAGE>


arbitration procedure, or requalification of taxes, which affect THE DEBTOR,
developed adversely, or that threatens to be set against it, and it may be
possible to have an adverse material effect over the business, assets or
financial condition of THE DEBTOR, or that affects or may possibly affect the
capacity of THE DEBTOR to execute de obligations acquired by this document and
under the LOAN CONTRACT herein convened. ix) Annual reviews of the loan: THE
DEBTOR and PRISMAR DE COSTA RICA, S. A. bind themselves and agree to adhere to
the annual reviews of the loan carried out by THE CREDITORS, and to adhere to
those additional requirements which may be necessary to impose to THE DEBTOR and
PRISMAR DE COSTA RICA, S. A. due to such reviews. x) Maintenance of books and
registries: THE DEBTOR and PRISMAR DE COSTA RICA, S. A. are bound to maintain
properly and accurately all necessary and common books and registries used in
similar companies. xi) Business with affiliates: The parties agree that, both
THE DEBTOR and PRISMAR DE COSTA RICA, S. A. shall carry out business or
transactions with affiliates, provided that such negotiations are in the same
conditions as those carried out with independent third parties. Tenth clause:
Negative obligations of THE DEBTOR and PRISMAR DE COSTA RICA, S. A.: THE DEBTOR
and PRISMAR DE COSTA RICA, S. A. expressly bind themselves and agree for all the
period of the loan and until all the financial obligations derived from the same
have been cancelled entirely and during the term in force of all the guarantees
granted and constituted according to this contract, that: i) Shareholding
Property: Will not carry out or will not allow the performance of any change in
stock structure, which implies a change of stock control in THE DEBTOR and/or
PRISMAR DE COSTA RICA, S. A., while this contract is in effect or there is a
financial obligation derived from this contract or its guarantees, not paid in
part or totally, all of which without the previous express and written consent
of THE CREDITORS. It shall be excluded of this prohibition and of any
prohibition related to the change of stock participation of THE DEBTOR and THE
GUARANTORS, any transaction which implies an increase of the stock participation
of PRICESMART, INC. in any of its subsidiaries. ii) Existence of THE DEBTOR and
PRISMAR DE COSTA RICA, S. A.: THE DEBTOR and PRISMAR DE COSTA RICA, S. A. will
not adopt any agreement of merge, or shall not be liquidated, dissolved or
consolidated with any other society or entity, nor will carry out investments in
subsidiaries, affiliated or third parties, nor shall guarantee obligations of
this parties without the previous written consent of THE CREDITORS. In any
event, the refusal of THE CREDITORS shall be based upon reasonable criteria and
sustained in order to be discussed with THE DEBTOR and PRISMAR DE COSTA RICA, S.
A.. Neither THE DEBTOR or PRISMAR DE COSTA RICA, S. A. shall invest in the stock
capital or in titles of any subsidiary or affiliate, except in the ordinary
course of its business. iii) THE DEBTOR and PRISMAR DE COSTA RICA, S. A. shall
not carry out any of the following transactions in regards to the farm mortgaged
in this act, with the store to be built in the same and with the assets and
inventory of the same, if these exceed the two hundred fifty thousand dollars a
year, unless they count with express authorization of THE CREDITORS, which shall
not be denied without reasons: acquisitions, sales or transfer of shares, leases
or sales, sales with lease, repurchase or redemption of issued and outstanding
shares (including options and coupons of share subscription), exchanges,
cancellations or resolutions, reforms or repurchase of debts and obligations of
capital lease and operative leases. This restriction does not apply to
investments in improvements intended to be carried out in the farm mortgaged in
this act, as


<PAGE>


well as the store "PriceSmart" which will be built on such farm. It will be
considered as improvement the substitution of all the equipment found in the
store at the moment of its opening. iv) THE DEBTOR and PRISMAR DE COSTA RICA, S.
A. are bound to not mortgage, pledge or in any manner grant in guarantee the
farm mortgaged in this act, as well as any of the properties related with the
store to be built in such farm, without the previous and express authorization
of THE CREDITORS, which shall not be denied without reasonable basis. Eleventh
clause: Statement and Guarantees: With the purpose that THE CREDITORS have
convened with THE DEBTOR in this LOAN CONTRACT, furnished by the undersigning
Notary and understanding the penalties established by the Costarrican law for
fake statement and perjury, the representative of THE DEBTOR provides the
following statement and guarantees under faith of oath: i) the representative of
THE DEBTOR declares and guarantees that THE DEBTOR is a society duly organized
according the laws of Costa Rica, legally existing on this date and with full
judicial capacity to grant this LOAN CONTRACT and the documents which complement
it. ii) The representative of THE DEBTOR declares and guarantees that the same
counts with power and/or authorizations, according to law are necessary to act
in name and representation of the same and to subscribe this document, this LOAN
CONTRACT and the documents that complement it. iii) The representative of THE
DEBTOR declares and guarantees that THE DEBTOR has provided without omission,
all the tax statements that the law requires to be presented; that it has paid
without omission all the taxes resulting from such statements or from any
appraisal, requalification or requirements for duties; that neither him or THE
DEBTOR has knowledge of obligation, appraisal, tax, requirement or any
requalification in regards to periods covered by statements or notices presented
before today, further than those appearing in such statements and notices, that
neither him or THE DEBTOR have been notified by the competent authorities of any
deficiency, error or requalification of its tax obligations and/or any other
nature; and that neither him or THE DEBTOR expect any cause for this to happen.
iv) The representative of THE DEBTOR declares that the same consents and
guarantees the collaboration in the inspections carried out by the General
Superintendency of Financial Entities and/or THE CREDITORS to verify the
compliance of the investment plan found in the credit file to which this LOAN
CONTRACT refers to and binds himself and agrees to provide THE CREDITORS any
report related to the investment of the loan, as well as the updated report of
its financial statements. v) the representative of THE DEBTOR and PRISMAR DE
COSTA RICA, S. A. declares and guarantees that THE DEBTOR has obtained all the
authorizations, licenses and permits necessary to carry out all the activities
pertaining to its businesses and commercial operation and that the same shall
remain in effect during all the period of the debt. vi) The representative of
THE DEBTOR declares and guarantees that all the obligations and stipulations
expressed and assumed by THE DEBTOR through this document, constitute legal,
valid, relating and executable obligations against THE DEBTOR in accordance to
the pertaining terms, and that the same do not require any additional
authorization from its corporate structure, legal representatives,
administrative, governmental, judicial or arbitration authorities or by any
legislation or rule that may be applicable or related to THE DEBTOR. viii) The
representative of THE DEBTOR declares and guarantees that THE DEBTOR up to the
date of granting of this document is


<PAGE>


found complying any law, rule, agreement, contract, mortgage, trust, convention,
license or any other instrument, obligation or task by which the same or any of
its properties is related or affected, be it a noncompliance affecting
significantly and adversely its capacity to comply or execute any of the
obligation of this LOAN CONTRACT. viii) The representative of THE DEBTOR
declares and guarantees that no litigation, arbitration or claim which may, by
itself or jointly with any other procedure or claim, significantly and adversely
affect its faculty to comply or execute its obligations under this LOAN
CONTRACT, happening or pending or threatening against THE DEBTOR and its assets,
up to where the same has knowledge, estimate and information until this date.
ix) The representative of THE DEBTOR declares and guarantees that THE DEBTOR has
totally revealed to THE CREDITORS all the facts related to the same which are
known or which should be reasonably known, and that these have resulted useful
and necessary to the subscription of this LOAN CONTRACT and for THE CREDITORS to
convene the subscription of the same. x) The representative of THE DEBTOR and
PRISMAR DE COSTA RICA, S. A. declares and guarantees that he has not taken any
decision or any step for or against or related to THE DEBTOR for its
liquidation, dissolution, bankruptcy, reorganization or for the appointment of
an intermediary, trustee, or representative similar in regards to any or all the
assets or entries of THE DEBTOR. xi) The representative of THE DEBTOR declares
and guarantees that it does not have any significant obligation or any
significant contingent obligation which has not be revealed to THE CREDITORS.
The representations, statements and guarantees established in this clause will
continue after the execution of this LOAN CONTRACT and shall be considered as
repeated in any subsequent date until the loan and other outstanding amounts
originated in the same are duly cancelled to THE CREDITORS, as well as all the
obligations stipulated in the same have been complied. Twelfth Clause:
Non-compliance: i) The delay in the payment of capital, by THE DEBTOR according
to what has been agreed. ii) the delay in the payment of one or more
installments of outstanding interests, as convened. iii) the non-compliance of
the payment of any obligations of THE DEBTOR and/or of PRISMAR DE COSTA RICA, S.
A. with any individual or entity, when such non-compliance goes on for more than
thirty days after the due date, with exception of those debts existing with
PriceSmart, Inc., whose non-compliance shall be extended for ninety days; and
those obligations which are guaranteed with "back to back" and in all cases
provided that the obligations collected are not being reasonably questioned. iv)
the non-compliance of any other financial or non-financial obligations
established in this contract. v) if THE DEBTOR or PRISMAR DE COSTA RICA, S. A.
adheres to the dissolution, liquidation, administration and reorganization due
to judicial receiver, be it declared in bankruptcy or may request any type of
procedure, agreement with creditors, or if it is consented in the appointment of
any receiver or if begins the cease of payments, with exception of all those
debts guaranteed with "back to back". vi) the non-compliance of any
representation or guarantee made by the DEBTOR, Prismar de Costa Rica, S. A. or
any of the other guarantors or the determination that such guarantee or
representation was incorrect, or if any of the agreements are not complied by
these. vii) or if the guarantees constituted by this document may not be
registered in the Public Registry Office due to THE DEBTOR. viii) if this LOAN
CONTRACT or any guarantee of those granted by THE


<PAGE>


DEBTOR cease of being a valid and perfect right of guarantee, or if these may
have due to any circumstance a significant adverse effect in its nature of
guarantees for THE CREDITORS. ix) if any legal or administrative process objects
in a material manner THE DEBTOR to continue with the normal business and
operations, of if these may have a significant adverse effect in the business,
operations and financial statements of THE DEBTOR. x) if the validity or term of
this LOAN CONTRACT or any guarantee granted in regards to the same is
successfully executed by any authority of the Government or any individual or
entity third party. xi) If the Board of Directors or high management of THE
DEBTOR and/or PRISMAR DE COSTA RICA, S. A. make decisions which jointly with
others or in a separate manner affect or may adversely affect the patrimony of
THE DEBTOR, or the quality, preservation and/or status of the guarantee, in
terms of article seven hundred seventy seven of the Civil Code of the Republic
of Costa Rica, for which any damage shall imply that the same must grant
guarantee in excess and that it is involving the non-compliance of the
guarantee. For any effect THE DEBTOR recognizes as sufficient to consider such
deterioration or potentiality of deterioration the opinion of its external
auditors, along with the opinion of the department of Credit and the General
Management of THE CREDITORS. xii)a change of property, management or control
occurs in THE DEBTOR, PRISMAR DE COSTA RICA, S. A. without the previous and
written consent of THE CREDITORS. xiii) If the GUARANTORS do not comply with any
of the obligations assumed in this LOAN CONTRACT; or xiv) if any materially
adverse change occurs in the financial condition or of any other type or in the
business or in the perspective of business of THE DEBTOR and/or PRISMAR DE COSTA
RICA, S. A. xv) If any material changes happen in the laws or rules which may
seriously affect the possibility of complying the obligations herein stipulated.
xvi) If the guarantee granted in this act is not considered privileged before
the other debts of THE DEBTOR and/or PRISMAR DE COSTA RICA, S. A. xv) if any
materially adverse change occurs in the financial condition or of any other type
or in the business or in the perspective of business of THE DEBTOR and/or
PRISMAR DE COSTA RICA, S. A. xvi) If THE DEBTOR and/or PRISMAR DE COSTA RICA, S.
A. do not comply with any of the obligations assumed in the contract: and xviii)
If the statements and information provided by THE DEBTOR and PRISMAR DE COSTA
RICA, S. A. which lead to the concession of the LOAN were false or distorted;
THEN: THE CREDITORS shall have right to consider past due in an anticipated
manner and jointly with all financial obligations in its favor and shall have
the faculty to judicially demand the payment of the LOAN based upon the
contract, which for all legal effects constitute executory title. No fault or
delay from THE CREDITORS in executing or exercise any right resulting from the
present contract shall be interpreted as a resignation to this or any right or
faculty which corresponds according to this contract or the Law; all the rights
contained in this contract or any guarantee of the same are accrued and may be
exercised in jointly or separately. Thirteenth Clause: Period for the correction
of non-compliance and reasons for the anticipated expiration: Without prejudice
to what is established in the Eleventh Clause and without affecting the
consequences of the non-compliance or anticipated expiration, amongst them but
not limited to the right to collect moratorium interests, THE CREDITORS bind
themselves to grant, previous to the execution of any judicial action to which
the same


<PAGE>


is entitled according to the guarantees furnished, a period for the remedy of
such non-compliance or reasons for the anticipated expiration, according to the
following: i) In the event that the non-compliance is of the payment of any
amount owed by virtue of the LOAN CONTRACT. THE CREDITORS shall notify THE
DEBTOR of the existence of such non-compliance granting an unpostponable period
of thirty days for the immediate and definite correction of the cause for
non-compliance or reason of anticipated expiration. Fourteenth Clause:
Guarantee: To reply for the payment of the amount of capital owed, outstanding
interests, moratorium interests in case, personal and processing fees of an
possible collection and all other financial responsibilities or of other nature
charged to THE DEBTOR established in this LOAN CONTRACT, and/or damages and
prejudices caused due to the non-compliance of THE DEBTOR, THE DEBTOR grants:
A.- Mortgage in first degree for the amount of THREE MILLION NINE HUNDRED
THOUSAND DOLLARS, in favor of THE CREDITORS, over a farm described in Paragraph
A -) of this document. The participation that each of the debtors will have in
the guarantee constituted in this act is the one established in the mentioned
Paragraph A. Such farm shall cover the total amount of capital of the LOAN plus
the pertaining interests. In the event of a possible auction via judicial
processing, the base price for the sale of the farm herein mortgaged will be the
amount owed for concept of capital of the LOAN, according to what THE CREDITORS
establish upon the moment of presenting the corresponding executory demand. At
any moment in which THE DEBTOR, with the previous and discretional consent of
THE CREDITORS sells part of the mortgaged farm, the price per meter of partial
discharge of the guarantee constituted in this act that THE DEBTOR shall pay to
THE CREDITORS as installment to the capital of the LOAN, will consist in the
price per meter established on the last appraisal carried out over the farm in
reference or the ninety percent of the price per meter of the sale performed.
B.- Guarantee: Are constituted as solidary guarantors of the financial
obligations charged to THE DEBTOR consigned in this LOAN CONTRACT, the following
companies in the proportion hereinbelow indicated: i -) Prismar de Costa Rica,
S. A. and PSMT CARIBE, INC., each of them in solidary and absolute manner for
the total amount of the debt. ii) PriceSmart, Inc., for an amount which shall
not exceed the sixty percent of the capital, plus the pertaining interests, and
iii) PSC, S. A., for an amount which shall not exceed the forty percent of the
capital plus the pertaining interests. These companies make the same waivers and
stipulations that THE DEBTOR and grant from this moment their authorization to
provide extensions and other facilities, without need to advise or notify,
waiving its domicile and payment requirements. [WITHOUT TAKING NOTE ON THE
REGISTRY]: THE CREDITORS shall reduce the possibility of the guarantees
according to the following: a. Dollar per dollar with the repayment of the
credit in accordance to the amortization table, which is attached to the present
contract and shall be integral part of the same for all legal and contracting
effects. b.- The fifty percent of the outstanding debt is equal or lesser than
the fifty percent, and that in addition, during the previous twelve months, the
operating net utility of the project has covered the proportion of service of
debt (interests and capital amortization) in the loan in proportion of one point
five to one, as minimum; and c.- To thirty percent of the debt outstanding of
payment at the moment in which the relation between the original amount of the
credit and the outstanding balance of the payment is equal or lesser than the
thirty percent and, for the previous twelve months, the operating net


<PAGE>


utility of the project has covered the proportion of service of one point
seventy five to one, as minimum. These reductions shall be given by THE
CREDITORS upon express request of THE GUARANTORS, otherwise the guarantees will
remain in effect as originally agreed. In any event, this reduction does not
apply for the solidary guarantee granted by Prismar de Costa Rica, S. A., which
will remain in force in equal periods during the complete term of the debt. .
[CONTINUES TAKING NOTE ON THE REGISTRY]: THE DEBTOR and THE GUARANTORS waive to
the domicile, payment requirements and executory demand processing. The liens
cover, without been limited to: any improvement on the mortgaged farm, including
those made by third parties, as well as any excess room existing between the
measure indicated on the Public Registry and the actual measure of such farm,
all of which THE DEBTOR agrees with. The assignment of payment is upon exclusive
judgement of THE CREDITORS, even after the possible auction. THE DEBTOR is bound
to pay all the taxes applied to the farm mortgaged in this act and to give THE
CREDITORS during the complete period while the mortgage lien is in force, all
the communications received regarding duties and the receipts of payment in
cash, including any applicable interest or fine. THE DEBTOR is bound and agrees
not transfer, consent or grant any other lien over the mortgaged farm in this
document, without the previous and written consent of THE CREDITORS, and
likewise discharge another lien that may be valid over the properties given in
guarantee while the liens imposed through this document are in effect. Fifteenth
Clause: Additional obligations of the Guarantors: PriceSmart, Inc. binds itself
to maintain a net minimum patrimony of fifty five million dollars during the
period in which the debt is in force. Likewise, PriceSmart, Inc. is bound to
maintain a participation of sixty percent of the stock capital of PSMT Caribe,
Inc. an entity constituted and organized according to the laws of the British
Virgin Islands. PSMT CARIBE, INC. is bound to keep a minimum patrimony of twenty
five million dollars. In all of the above cases exceptions may exist if
authorized in a previous and written manner by THE CREDITORS. Sixteenth Clause:
Expenses and Honorary: All the expenses and honorary, taxes, rates stamps,
chares pertaining to the negotiation, preparation, granting, management and
execution of this LOAN CONTRACT, its guarantees and other acts and related
documents, shall be charged to THE DEBTOR and shall be paid by this latter
immediately upon request of THE CREDITORS. THE DEBTOR agrees and consents in
assuming and paying the personal and processing fees of all and each of the
possible actions that THE CREDITORS may execute against THE DEBTOR. Seventeenth
Clause: Partial cancellation and non-compliance of the obligation: The
cancellation or illegality of any of the stipulations of this LOAN CONTRACT
shall not affect the validity, legality or requirement of all other clauses. All
the rights and recourses established in this document or in any guarantee
document are accruable and may be executed contemporary or consecutively, are in
addition and not exclusive of any other right or recourse established by law.
The fact that THE CREDITORS do not require the precise compliance of all or any
of the obligations resulting for THE DEBTOR of this document, shall not imply or
shall be considered as an excuse, amendment, acceptance or resignation to the
terms, conditions and rights established in the LOAN CONTRACT, since in order to
be valid amongst the parties, the same shall be made in writing and accepted by
the parties. Eighteenth Clause: Lack of Joint Venture: Nothing of what is herein
stated and contained constitute or may be construed as creation of an joint
association or joint venture or society for the performance of a common goal
between THE DEBTOR and THE CREDITORS. THE CREDITORS do


<PAGE>


not assume the responsibility for any obligation or risk derived from the
business and activities of THE DEBTOR in a direct or indirect manner. Nineteenth
Clause: Statement of mutual benefit: THE CREDITORS and THE DEBTOR make express
statement

Nineteenth Clause: Statement of Mutual benefit: THE CREDITORS and THE DEBTOR
makes expressed consent that what have been convened by them in this LOAN
CONTRACT is the result of the mutual negotiations and concessions that benefit
them. Twentieth Clause: Applicable Law and Jurisdiction: THE CREDITORS, THE
DEBTOR and THE GUARANTORS adhere to the laws of the Republic of Costa Rica for
the interpretation of this LOAN CONTRACT. Any demand, action or procedure
related to this LOAN CONTRACT or its execution, shall be submitted to the
knowledge of the competent court f the city of San Jose, in the Republic of
Costa Rica, for which all the parties waive their domicile. Twentyfirst Clause:
Communications, notices and requirements: Any communication, notice or
requirement related to this LOAN CONTRACT, shall be made in writing through
certified letter with acknowledgment receipt in the domicile stated in this
contract, to the following addresses: To THE CREDITORS: In the offices of Banco
BFA, S. A. in La Uruca, next to the offices of Grupo Taca. To THE DEBTOR and THE
GUARANTORS: At the Attorney Office Zurcher Montoya & Zurcher, First Street,
Avenues Nine and Eleven, Post Office Box four zero six six thousand, San Jose or
at fax two two one nine one two seven, to the attention of Edgar Zurcher
Gurdian. In addition, copies shall be sent via fax to Mr. Ernesto Grijalva at
his offices in forty six forty nine Morena Boulevard, San Diego, California,
nine two one one seven. In closing, THE DEBTOR and THE GUARANTORS, through their
representatives duly credited and related to this document, without prejudice to
their waiver to domicile, expressly indicate to hear notices in the event of
non-compliance of the obligation herein contracted, the address stated in this
document, for the effects of article four of the Law number seven thousand six
hundred thirty seven of Judicial Summons and Notices and of article one hundred
sixty four bis of the Civil Processing Code, and declare that in the address
herein mentioned they may be notified personally or via identification, and that
they understand that in case their domicile may result inaccurate or inexistent,
they shall be summoned by means of the Order published in the Judicial Bulletin
and in a national newspaper. The parties authorize the undersigning Notary to
proceed joint or separately as notary to carry out all the corrections,
clarifications and additions in such necessary manner to the witness of this
document for its proper registration to the Public Registry, without affecting
the substance of the business between the parties. The undersigning Notary
informs the deponent the legal approaches of their waivers and stipulations and
the implied obligations related, who after understanding accept in full. This is
all. Issued in first testimony for the creditors in the act of granting the
document. Read the document to the deponents, who approve and jointly sign in
the city of San Jose, at fifteen hours thirty minutes of the twenty eighth day
of the year two thousand. [signed] [signed]


<PAGE>


IN FAITH OF WHICH, I sign and seal this document, upon the request of the
interested party, in Santo Domingo, National District, Capital of the Dominican
Republic, on this eighteenth (18th) day of the month of February of the year two
thousand. This is a faithful translation effected from the copy of the original.

Internal Revenue Stamps:
RD$1.00 No.                                 Amalia Chia Shum
RD$0.25 No.                                 Judicial Interpreter