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Exhibit 10.33(b)

                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement (the "AGREEMENT") is made as March
15, 2000, by and among PriceSmart, Inc., a Delaware corporation (the "COMPANY"),
and the shareholders listed on EXHIBIT A hereto, each of which is herein
referred to as a "SHAREHOLDER."

                                    RECITALS

         The Company and the Shareholders have entered into a Stock Purchase
Agreement (the "Purchase Agreement") of even date herewith pursuant to which the
Company will purchase all of the shares of PriceCostco de Panama, S.A. and P.B.
Real Estate, S.A. held by Bueller's Corporation Ltd., a British Virgin Islands
international business corporation ("Bueller's"), by issuing shares of the
Company's common stock, par value $.0001 per share (the "Common Stock"), to the
Shareholders. The Shareholders are all of the shareholders of Bueller's. A
condition to Bueller's and the Shareholders' obligations under the Purchase
Agreement is that the Company and the Shareholders enter into this Agreement in
order to provide the Shareholders with certain rights to register the shares of
the Company's Common Stock issued to the Shareholders pursuant to the Purchase
Agreement.

                                    AGREEMENT

         The parties hereby agree as follows:

1.   REGISTRATION RIGHTS. The Company and the Shareholders covenant and agree
as follows:

     1.1. DEFINITIONS.  For purposes of this Section 1:

                  a. The terms "REGISTER," "REGISTERED," and "REGISTRATION"
               refer to a registration effected by preparing and filing a
               registration statement or similar document in compliance with the
               Securities Act of 1933, as amended (the "SECURITIES ACT"), and
               the declaration or ordering of effectiveness of such registration
               statement or document;

                  b. The term "REGISTRABLE SECURITIES" means (i) the shares of
               Common Stock issued to the Shareholders pursuant to the Purchase
               Agreement, and (ii) any other shares of Common Stock of the
               Company issued as (or issuable upon the conversion or exercise of
               any warrant, right or other security which is issued as) a
               dividend or other distribution with respect to, or in exchange
               for or in replacement of, the shares listed in (i); PROVIDED,
               HOWEVER, that the foregoing definition shall exclude in all cases
               any Registrable Securities sold by a person in a transaction in
               which his or her rights under this Agreement are not assigned.
               Notwithstanding the foregoing, Common Stock or other securities
               shall only be treated as Registrable Securities if and so long as
               they have not been (A) sold to or through a broker or dealer or
               underwriter in a public distribution or a public securities
               transaction, or (B) sold in a transaction exempt from the
               registration and prospectus delivery requirements of the

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               Securities Act under Section 4(1) thereof so that all transfer
               restrictions, and restrictive legends with respect thereto, if
               any, are removed upon the consummation of such sale;

                  c. The number of shares of "REGISTRABLE SECURITIES THEN
               OUTSTANDING" shall be determined by the number of shares of
               Common Stock outstanding which are, and the number of shares of
               Common Stock issuable pursuant to then exercisable or convertible
               securities which are, Registrable Securities;

                  d. The term "HOLDER" means any person owning or having the
               right to acquire Registrable Securities or any assignee thereof
               in accordance with Section 1.9 of this Agreement; and

                  e. The term "SEC" means the Securities and Exchange
               Commission.

     1.2. COMPANY REGISTRATION. If the Company proposes to register any shares
          of its Common Stock under the Securities Act for resale by persons
          receiving such shares thirty (30) days or more after the date hereof
          as consideration for the Company's purchase of their direct or
          indirect interests in shares of the capital stock of any of the
          Company's subsidiaries, the Company shall, at such time, promptly give
          each Holder written notice of such registration (each, a "Demand
          Registration"). Upon the written request of each Holder given within
          twenty (20) days after mailing of such notice by the Company in
          accordance with Section 2.3, the Company shall, subject to the
          provisions of Section 1.4, cause to be registered under the Securities
          Act all of the Registrable Securities that each such Holder has
          requested to be registered, which shall be referred to herein as a
          "Piggyback Registration." Notwithstanding the foregoing, the Company
          shall have no obligation to include any Registrable Securities in any
          registration relating solely to the sale of securities to participants
          in a Company stock plan or a transaction covered by Rule 145 under the
          Securities Act, a registration in which the only stock being
          registered is Common Stock issuable upon conversion of debt securities
          which are also being registered, or any registration on any form which
          does not include substantially the same information as would be
          required to be included in a registration statement covering the sale
          of the Registrable Securities. In addition, the Company shall have no
          obligation to effect a Piggyback Registration pursuant to this Section
          1.2 if the Company does not proceed with Demand Registration.

               1.2(a)In the event that the Registrable Securities have not been
               registered, under the terms of this agreement within one year
               from the date of issuance of the Registrable Securities, then
               upon written notice within ten days after the expiration of said
               one year period, the Company shall promptly take all action
               necessary to register said Registrable Securities as otherwise
               provided herein.

     1.3. OBLIGATIONS OF THE COMPANY. Whenever required under this Section 1 to
          effect the registration of any Registrable Securities, the Company
          shall, as expeditiously as reasonably possible:

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                  a. Prepare and file with the SEC a registration statement with
               respect to such Registrable Securities and use its best efforts
               to cause such registration statement to become effective, and,
               upon the request of the Holders of a majority of the Registrable
               Securities registered thereunder, keep such registration
               statement effective for up to one hundred twenty (120) days.

                  b. Prepare and file with the SEC such amendments and
               supplements to such registration statement and the prospectus
               used in connection with such registration statement as may be
               necessary to comply with the provisions of the Securities Act
               with respect to the disposition of all securities covered by such
               registration statement for up to one hundred twenty (120) days.

                  c. Furnish to the Holders such numbers of copies of a
               prospectus, including a preliminary prospectus, in conformity
               with the requirements of the Securities Act, and such other
               documents as they may reasonably request in order to facilitate
               the disposition of Registrable Securities owned by them.

                  d. Use its best efforts to register and qualify the securities
               covered by such registration statement under such other
               securities or Blue Sky laws of such jurisdictions as shall be
               reasonably requested by the Holders, PROVIDED that the Company
               shall not be required in connection therewith or as a condition
               thereto to qualify to do business or to file a general consent to
               service of process in any such states or jurisdictions.

                  e. Notify each Holder of Registrable Securities covered by
               such registration statement at any time when a prospectus
               relating thereto is required to be delivered under the Securities
               Act of the happening of any event as a result of which the
               prospectus included in such registration statement, as then in
               effect, includes an untrue statement of a material fact or omits
               to state a material fact required to be stated therein or
               necessary to make the statements therein not misleading in the
               light of the circumstances then existing, such obligation to
               continue for one hundred twenty (120) days.

                  f. Cause all such Registrable Securities registered pursuant
               hereunder to be listed on each securities exchange on which
               similar securities issued by the Company are then listed.

                  g. Provide a transfer agent and registrar for all Registrable
               Securities registered pursuant hereunder and a CUSIP number for
               all such Registrable Securities, in each case not later than the
               effective date of such registration.

     1.4. FURNISH INFORMATION. It shall be a condition precedent to the
          obligations of the Company to take any action pursuant to this Section
          1 with respect to the Registrable Securities of any selling Holder
          that such Holder shall furnish to the Company such information
          regarding itself, the Registrable Securities held by it, and the
          intended method of disposition of such securities as shall be required
          to effect the registration of such Holder's Registrable Securities.

     1.5. EXPENSES OF REGISTRATION. The Company will bear the following expenses
          in

<PAGE>

          connection with registrations, filings or qualifications of
          Registrable Securities pursuant to Section 1.2 for each Holder: all
          registration, filing, and qualification fees, printers' and accounting
          fees and fees and disbursements of counsel for the Company. Each
          Holder shall be responsible for the following expenses in connection
          with registrations, filings or qualification of Registrable Securities
          pursuant to Section 1.2: underwriting discounts and commissions, if
          any, relating to the shares of Common Stock sold by such Holder and
          the fees and expenses of counsel to the Holder.

     1.6. DELAY OF REGISTRATION. No Holder shall have any right to obtain or
          seek an injunction restraining or otherwise delaying any such
          registration as the result of any controversy that might arise with
          respect to the interpretation or implementation of this Section 1.

     1.7. INDEMNIFICATION.  In the event any Registrable Securities are
          included in a registration statement under this Section 1:

                  a. To the extent permitted by law, the Company will indemnify
               and hold harmless each Holder and each person, if any, who
               controls such Holder within the meaning of the Securities Act or
               the Securities Exchange Act of 1934, as amended (the "EXCHANGE
               ACT"), against any losses, claims, damages, or liabilities (joint
               or several) to which they may become subject under the Securities
               Act, the Exchange Act or other federal or state law, insofar as
               such losses, claims, damages, or liabilities (or actions in
               respect thereof) arise out of or are based upon any of the
               following statements, omissions or violations (collectively a
               "VIOLATION"): (i) any untrue statement or alleged untrue
               statement of a material fact contained in such registration
               statement, including any preliminary prospectus or final
               prospectus contained therein or any amendments or supplements
               thereto, (ii) the omission or alleged omission to state therein a
               material fact required to be stated therein, or necessary to make
               the statements therein not misleading, or (iii) any violation or
               alleged violation by the Company of the Securities Act, the
               Exchange Act, any state securities law or any rule or regulation
               promulgated under the Securities Act, the Exchange Act or any
               state securities law; and the Company will pay to each such
               Holder or controlling person, as incurred, any legal or other
               expenses reasonably incurred by them in connection with
               investigating or defending any such loss, claim, damage,
               liability, or action; PROVIDED, HOWEVER, that the indemnity
               agreement contained in this subsection 1.7(a) shall not apply to
               amounts paid in settlement of any such loss, claim, damage,
               liability, or action if such settlement is effected without the
               consent of the Company (which consent shall not be unreasonably
               withheld), nor shall the Company be liable to any Holder or
               controlling person for any such loss, claim, damage, liability,
               or action to the extent that it arises out of or is based upon a
               Violation which occurs in reliance upon and in conformity with
               written information furnished expressly for use in connection
               with such registration by any such Holder or controlling person.

                  b. To the extent permitted by law, each selling Holder will
               indemnify and hold harmless the Company, each of its directors,
               each of its officers who has signed the registration statement,
               each person, if any, who controls the Company within the meaning
               of the Securities Act, and any other Holder selling securities in
               such registration statement against any losses, claims, damages,
               or liabilities (joint or several) to which any of the foregoing

<PAGE>

               persons may become subject, under the Securities Act, the
               Exchange Act or other federal or state law, insofar as such
               losses, claims, damages, or liabilities (or actions in respect
               thereto) arise out of or are based upon any Violation, in each
               case to the extent (and only to the extent) that such Violation
               occurs in reliance upon and in conformity with written
               information furnished by such Holder expressly for use in
               connection with such registration; and each such Holder will pay,
               as incurred, any legal or other expenses reasonably incurred by
               any person intended to be indemnified pursuant to this subsection
               1.7(b), in connection with investigating or defending any such
               loss, claim, damage, liability, or action; PROVIDED, HOWEVER,
               that the indemnity agreement contained in this subsection 1.7(b)
               shall not apply to amounts paid in settlement of any such loss,
               claim, damage, liability or action if such settlement is effected
               without the consent of the Holder, which consent shall not be
               unreasonably withheld; PROVIDED, that in no event shall any
               indemnity under this subsection 1.7(b) exceed the net proceeds
               from the offering received by such Holder, except in the case of
               willful fraud by such Holder.

                  c. Promptly after receipt by an indemnified party under this
               Section 1.7 of notice of the commencement of any action
               (including any governmental action), such indemnified party will,
               if a claim in respect thereof is to be made against any
               indemnifying party under this Section 1.7, deliver to the
               indemnifying party a written notice of the commencement thereof
               and the indemnifying party shall have the right to participate
               in, and, to the extent the indemnifying party so desires, jointly
               with any other indemnifying party similarly noticed, to assume
               the defense thereof with counsel mutually satisfactory to the
               parties; PROVIDED, HOWEVER, that an indemnified party (together
               with all other indemnified parties which may be represented
               without conflict by one counsel) shall have the right to retain
               one separate counsel, with the reasonable fees and expenses to be
               paid by the indemnifying party, if representation of such
               indemnified party by the counsel retained by the indemnifying
               party would be inappropriate due to actual or potential differing
               interests between such indemnified party and any other party
               represented by such counsel in such proceeding. The failure to
               deliver written notice to the indemnifying party within a
               reasonable time of the commencement of any such action, if
               prejudicial to its ability to defend such action, shall relieve
               such indemnifying party of any liability to the indemnified party
               under this Section 1.7, but the omission so to deliver written
               notice to the indemnifying party will not relieve it of any
               liability that it may have to any indemnified party otherwise
               than under this Section 1.7.

                  d. If the indemnification provided for in this Section 1.7 is
               held by a court of competent jurisdiction to be unavailable to an
               indemnified party with respect to any loss, liability, claim,
               damage or expense referred to therein, then the indemnifying
               party, in lieu of indemnifying such indemnified party hereunder,
               shall contribute to the amount paid or payable by such
               indemnified party as a result of such loss, liability, claim,
               damage, or expense in such proportion as is appropriate to
               reflect the relative fault of the indemnifying party on the one
               hand and of the indemnified party on the other in connection with
               the statements or omissions that resulted in such loss,
               liability, claim, damage or expense as well as any other relevant
               equitable considerations; PROVIDED, that in no event shall any
               contribution by a Holder under this Subsection 1.7(d) exceed the
               net proceeds from the offering received by such Holder, except in
               the case of willful fraud by such Holder. The

<PAGE>

               relative fault of the indemnifying party and of the indemnified
               party shall be determined by reference to, among other things,
               whether the untrue or alleged untrue statement of a material fact
               or the omission to state a material fact relates to information
               supplied by the indemnifying party or by the indemnified party
               and the parties' relative intent, knowledge, access to
               information, and opportunity to correct or prevent such statement
               or omission.

                  e. Notwithstanding the foregoing, to the extent that the
               provisions on indemnification and contribution contained in the
               underwriting agreement entered into in connection with the
               underwritten public offering are in conflict with the foregoing
               provisions, the provisions in the underwriting agreement shall
               control.

                  f. The obligations of the Company and Holders under this
               Section 1.7 shall survive the completion of any offering of
               Registrable Securities in a registration statement under this
               Section 1, and otherwise.

     1.8. REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to making
          available to the Holders the benefits of Rule 144 promulgated under
          the Securities Act and any other rule or regulation of the SEC that
          may at any time permit a Holder to sell securities of the Company to
          the public without registration, the Company agrees to:

                  a. make and keep public information available, as those terms
               are understood and defined in SEC Rule 144, so long as the
               Company remains subject to the periodic reporting requirements
               under Sections 13 or 15(d) of the Exchange Act;

                  b. file with the SEC in a timely manner all reports and other
               documents required of the Company under the Securities Act and
               the Exchange Act; and

                  c. furnish to any Holder, so long as the Holder owns any
               Registrable Securities, forthwith upon request (i) a written
               statement by the Company that it has complied with the reporting
               requirements of SEC Rule 144, the Securities Act and the Exchange
               Act, (ii) a copy of the most recent annual or quarterly report of
               the Company and such other reports and documents so filed by the
               Company, and (iii) such other information as may be reasonably
               requested in availing any Holder of any rule or regulation of the
               SEC which permits the selling of any such securities without
               registration or pursuant to such form.

     1.9. ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company to
          register Registrable Securities pursuant to this Section 1 may be
          assigned (but only with all related obligations) by a Holder to a
          transferee or assignee of at least 25,000 shares of such Registrable
          Securities, PROVIDED the Company is, within a reasonable time after
          such transfer, furnished with written notice of the name and address
          of such transferee or assignee and the securities with respect to
          which such registration rights are being assigned; and PROVIDED,
          FURTHER, that such assignment shall be effective only if immediately
          following such transfer the further disposition of such securities by
          the transferee or assignee is restricted under the Securities Act. For
          the purposes of determining the number of shares of Registrable
          Securities held by a transferee or assignee, the holdings of
          transferees and assignees of a partnership who are partners or

<PAGE>

          retired partners of such partnership (including spouses and
          ancestors, lineal descendants and siblings of such partners or
          spouses who acquire Registrable Securities by gift, will or
          intestate succession) shall be aggregated together and with the
          partnership; provided that all assignees and transferees who would
          not qualify individually for assignment of registration rights
          shall have a single attorney-in-fact for the purpose of exercising
          any rights, receiving notices or taking any action under Section 1.

     1.10.TERMINATION OF REGISTRATION RIGHTS. No Holder shall be entitled to
          exercise any right provided for in this Section 1 after Rule 144 or
          another similar exemption under the Securities Act is available for
          the sale of all of such Holder's shares during a three (3)-month
          period without registration.

     1.11.TERMINATION OF REDEMPTION RIGHTS. Upon the exercise by any Shareholder
          of its rights under Section 1.2, such Shareholder's rights to require
          the Company to redeem such Shareholder's shares of Common Stock
          pursuant to Section 8 of the Purchase Agreement shall immediately
          terminate.

2.   MISCELLANEOUS

     2.1. SUCCESSORS AND ASSIGNS. Except as otherwise provided in this
          Agreement, the terms and conditions of this Agreement shall inure to
          the benefit of and be binding upon the respective permitted successors
          and assigns of the parties (including transferees of any of the Common
          Stock issued pursuant to the Purchase Agreement). Nothing in this
          Agreement, express or implied, is intended to confer upon any party
          other than the parties hereto or their respective successors and
          assigns any rights, remedies, obligations, or liabilities under or by
          reason of this Agreement, except as expressly provided in this
          Agreement.

     2.2. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or
          waived only with the written consent of the Company and the holders of
          a majority of the Registrable Securities then outstanding. Any
          amendment or waiver effected in accordance with this paragraph shall
          be binding upon each holder of any Registrable Securities then
          outstanding, each future holder of all such Registrable Securities,
          and the Company.

     2.3. NOTICES. Unless otherwise provided, any notice required or permitted
          by this Agreement shall be in writing and shall be deemed sufficient
          upon delivery, when delivered personally or by overnight courier or
          sent by telegram or fax, or forty-eight (48) hours after being
          deposited in the U.S. mail, as certified or registered mail, with
          postage prepaid, and addressed to the party to be notified at such
          party's address or fax number as set forth below or on EXHIBIT A
          hereto or as subsequently modified by written notice.

     2.4  SEVERABILITY. If one or more provisions of this Agreement are held to
          be unenforceable under applicable law, the parties agree to
          renegotiate such provision in good faith. In the event that the
          parties cannot reach a mutually agreeable and enforceable
          replacement for such provision, then (a) such provision shall be
          excluded from this Agreement, (b) the

<PAGE>

          balance of the Agreement shall be interpreted as if such provision
          were so excluded and (c) the balance of the Agreement shall be
          enforceable in accordance with its terms.

     2.4. GOVERNING LAW. This Agreement and all acts and transactions pursuant
          hereto shall be governed, construed and interpreted in accordance with
          the laws of the State of California, without giving effect to
          principles of conflicts of laws.

     2.5. COUNTERPARTS. This Agreement may be executed in two or more
          counterparts, each of which shall be deemed an original, but all of
          which together shall constitute one and the same instrument.

     2.6. TITLES AND SUBTITLES. The titles and subtitles used in this Agreement
          are used for convenience only and are not to be considered in
          construing or interpreting this Agreement.


                               [Signature Page Follows]


<PAGE>


         The parties have executed this Registration Rights Agreement as of the
date first above written.

COMPANY:

PRICESMART, INC.
By: /s/ Gilbert A. Partida
   ----------------------------------------
     Gilbert A. Partida, President
Address:
Fax:

THE SHAREHOLDERS:

/s/ Rafael E. Barcenas
----------------------
Rafael E. Barcenas
Address for Notice:
Fax:

/s/ Uttam Nandwani
------------------
Uttam Nandwani
Address for Notice:
Fax:

First Federal Financial Corp:
By:  /s/ Hildaura de Salado
   ------------------------
   Hildaura de Salado, President
Address for Notice:
Fax:

/s/ Robert Novey
----------------
Robert Novey
Address for Notice:
Fax:

/s/ Joseph Azrak
----------------
Joseph Azrak
Address for Notice:
Fax:

/s/ Raymond Dayan
-----------------
Raymond Dayan
Address for Notice:
Fax:

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                                    EXHIBIT A

                                   SHAREHOLDERS

<TABLE>
<S>                                <C>
1. Roberto Novey:                   19,276

2. Rafael E. Barcena Perez:         64,442

3. Uttan Nandwani:                 104,380

4. Joseph Azrak:                    26,215

5. Raymond Dayan:                   15,337

6. First Federal Financial Corp.:   77,098

</TABLE>