EXHIBIT 10.42(b) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement is made and entered into as of January 24, 2001, by and between PriceSmart, Inc., a Delaware Corporation ("Employer") and William Naylon ("Executive").

                                                               EXHIBIT 10.42(b)

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT



This First Amendment to Employment Agreement is made and entered into as of
January 24, 2001, by and between PriceSmart, Inc., a Delaware Corporation
("Employer") and Xxxxxxx Xxxxxx ("Executive").

                                    RECITALS

A)   On February 1, 2000 an Employment Agreement was made and entered into by
     and between Employer and Executive.

B)   Employer and Executive now desire to amend the Employment Agreement, as set
     forth hereinbelow:

                                    AGREEMENT

1.   Section 3.1 of the Agreement which provides:

     3.1  TERM. The term of Executive's employment hereunder shall commence on
          February 1, 2000 and shall continue until March 31, 2001 unless sooner
          terminated or extended as hereinafter provided.

      is hereby amended, effective January 24, 2001, to provide as follows:

     3.1  TERM. The term of Executive's employment hereunder shall commence on
          February 1, 2000 and shall continue until March 31, 2002 unless sooner
          terminated or extended as hereinafter provided.

2.   All other terms of the Employment Agreement shall remain unaltered and
     fully effective.

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Executed in San Diego, California, as of the date first written above.




EXECUTIVE                                                 EMPLOYER
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                                                     PRICESMART, INC.

Xxxxxxx Xxxxxx                                       By: /s/ XXXXXXX X. XXXXXXX
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/s/ XXXXXXX XXXXXX                                   Name:   XXXXXXX X. XXXXXXX
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                                                     Its:    PRESIDENT/CEO
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