TWENTY- FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

TWENTY- FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This Twenty-First Amendment to Employment Agreement is made and entered into as of March 1, 2012, by and between PriceSmart, Inc., a Delaware Corporation ("Employer") and Xxxx Xxxxxxxxxxx ("Executive").

Recitals

A) On June 1, 2001 an Employment Agreement was made and entered into by and between Employer and Executive.

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

C) Employer and Executive now desire to further 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 June 1, 2001 and shall continue until March 31, 2012 unless sooner terminated or extended as hereinafter provided.

is hereby amended, effective March 1, 2012, to provide as follows:

3.1 Term. The term of Executive's employment hereunder shall commence on June 1, 2001 and shall continue until March 31, 2013 unless sooner terminated or extended as hereinafter provided.

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 Xxxxxxxxxxx By: ____________________

______________________ Name: Xxxx Xxxx Xxxxxxx

Its: CEO & President