TWELFTH AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.6

TWELFTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Twelfth Amendment to Employment Agreement is made and entered into as of January 1, 2008, by and between PriceSmart, Inc., a Delaware Corporation (“Employer”) and Xxxxxx Xxxxxx (“Executive”).

Recitals

A) On March 31, 1998 an Employment Agreement was made and entered into by and between Employer and Executive.

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

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

Agreement

1. Section 2.1 of the Agreement which provides:

2.1 Salary. For Executive’s services hereunder, Employer shall pay as base salary to Executive the amount of $228,200 during each year of the Employment Term. Said salary shall be payable in equal installments in conformity with Employer’s normal payroll period. Executive shall receive such salary increases, if any, as Employer, in its sole discretion, shall determine.

is hereby amended, effective January 1, 2008, to provide as follows:

2.1 Salary. For Executive’s services hereunder, Employer shall pay as base salary to Executive the amount of $241,892 during each year of the Employment Term. Said salary shall be payable in equal installments in conformity with Employer’s normal payroll period. Executive shall receive such salary increases, if any, as Employer, in its sole discretion, shall determine.

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.
Xxxxxx Xxxxxx						By:
						Name:		Xxxx Xxxx Xxxxxxx
						Its:		President