TWENTY-FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

TWENTY-FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Twenty-Fourth Amendment to Employment Agreement is made and entered into as of October 1, 2014, by and between PriceSmart, Inc., a Delaware Corporation ("Employer") and Xxxx Xxxx Xxxxxxx ("Executive").

Recitals

A) On June 3, 2004 an Employment Agreement was made and entered into by and between Employer and Executive.

B) Said Employment Agreement has been amended on twenty-three prior occasions;

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

Agreement

1. Section 3.1 of the Employment Agreement, which currently provides:

3.1 Term. The term of Executive's employment hereunder shall commence on October 8, 2004 and shall continue until October 7, 2014, unless sooner terminated or extended as hereinafter provided (the "Employment Term").

is hereby amended, to provide as follows:

1.Term. The term of Executive's employment hereunder shall commence on October 8, 2004 and shall continue until October 7, 2015, unless sooner terminated or extended as hereinafter provided (the "Employment Term").

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

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

EXECUTIVE EMPLOYER

PriceSmart, INC.

Xxxx Xxxx Xxxxxxx By:

______________________ Name: Xxxxxx X. Xxxx

Its: Executive Vice President