Exhibit 10.58(a)


Exhibit
  10.56(a)  


EMPLOYMENT AGREEMENT

       THIS EMPLOYMENT AGREEMENT (the “Agreement”)
is made and entered into as of January 11, 2000, by and between PriceSmart, Inc.,
a Delaware corporation (“Employer”), and Edward Oats, (“Executive”).
RECITALS


       A.
  Employer currently employs and desires to continue to employ Executive as Senior
  Vice President of Employer. 

       B.
  Executive desires to retain such position upon the terms and subject to the
  conditions herein provided. 


TERMS AND CONDITIONS


       NOW,
  THEREFORE, in consideration of the foregoing premises and mutual covenants and
  conditions hereinafter set forth, and for other good and valuable consideration,
  the receipt and adequacy of which are hereby acknowledged, the parties hereto
  agree as follows:

ARTICLE
  I

  EMPLOYMENT AND DUTIES

       1.1
  Position and Duties. Executive shall serve as Senior Vice President
  of Employer. Executive shall have such duties and authority as are customary
  for, and commensurate with, such position, and such other related duties and
  authority as may from time to time be delegated or assigned to him by the Chief
  Executive Officer or the Board of Directors of Employer. Executive shall discharge
  his duties in a diligent and professional manner.

       1.2
  Outside Business Activities Precluded. During his employment, Executive
  shall devote his full energies, interest, abilities and productive time to the
  performance of this Agreement. Executive shall not, without the prior written
  consent of Employer, perform other services of any kind or engage in any other
  business activity, with or without compensation, that would interfere with the
  performance of his duties under this Agreement. Executive shall not, without
  the prior written consent of Employer, engage in any activity adverse to Employer’s
  interests.

       1.3
  Place of Employment. Unless the parties agree otherwise in writing,
  during the Employment Term (as defined in Section 3.1 below) Executive shall
  perform the services he is required to perform under this Agreement at Employer’s
  offices located in San Diego, California; provided, however, that Employer may
  from time to time require Executive to travel temporarily to other locations
  on Employer’s business.

ARTICLE
  II

  COMPENSATION

       2.1
  Salary. For Executive’s services hereunder, Employer shall pay
  as base salary to Executive the amount of $105,000 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.

       2.2
Bonus. During the Employment Term Executive shall be entitled to participate
in Employer’s Bonus Plan.  
       2.3
  Other Benefits. Executive shall be entitled to participate in and receive
  benefits under Employer’s standard company benefits practices and plans
  for officers of Employer, including medical insurance, long-term disability,
  life insurance, profit sharing and retirement plan, and Employer’s other
  plans, subject to and on a basis consistent with the terms, conditions and overall
  administration of such practices and plans. Employer may from time to time in
  its sole discretion grant such additional compensation or benefits to Executive
  as it deems proper and desirable.

       2.4
  Expenses. During the term of his employment hereunder, Executive shall
  be entitled to receive prompt reimbursement for all reasonable business-related
  expenses incurred by him, in accordance with the policies and procedures from
  time to time adopted by Employer, provided that Executive properly accounts
  for such business expenses in accordance with Employer policy.

       2.5
  Deductions and Withholdings. All amounts payable or which become payable
  under any provision of this Agreement shall be subject to any deductions authorized
  by Executive and any deductions and withholdings required by law.

ARTICLE
  III

  TERM OF EMPLOYMENT

       3.1
  Term. The term of Executive’s employment hereunder shall commence
  on March 31, 2000 and shall continue until March 31, 2001 unless sooner terminated
  or extended as hereinafter provided (the “Employment Term”).

       3.2
Extension of Term. The Employment Term may be extended by written amendment
to this Agreement signed by both parties. 
       3.3
  Early Termination by Executive. Executive may terminate this Agreement
  at any time by giving Employer written notice of his resignation ninety (90)
  days in advance; provided, however, that the Employer may determine upon receipt
  of such notice that the effective date of such resignation shall be immediate
  or some time prior to the expiration of the ninety day notice period. Executive’s
  employment shall terminate as of the effective date of his resignation as determined
  by Employer.

       3.4
  Termination for Cause. Prior to the expiration of the Employment Term,
  Executive’s employment may be terminated for Cause by Employer, immediately
  upon delivery of notice thereof. For these purposes, termination for “Cause”
  shall mean termination because of Executive’s (a) repeated and habitual
  failure to perform his duties or obligations hereunder; (b) engaging in any
  act that has a direct, substantial and adverse effect on Employer’s interests;
  (c) personal dishonesty, willful misconduct, or breach of fiduciary duty involving
  personal profit; (d) intentional failure to perform his stated duties; (e) willful
  violation of any law, rule or regulation which materially adversely affects
  his ability to discharge his duties or has a direct, substantial and adverse
  effect on Employer’s interests; (f) any material breach of this contract
  by Executive; or (g) conduct authorizing termination under Cal. Labor Code §
  2924.

       3.5
  Termination Due to Death or Disability. Executive’s employment
  hereunder shall terminate immediately upon his death. In the event that by reason
  of injury, illness or other physical or mental impairment Executive shall be:
  (a) completely unable to perform his services hereunder for more than three
  (3) consecutive months, or (b) unable to perform his services hereunder for
  fifty percent (50%) or more of the normal working days throughout six (6) consecutive
  months, then Employer may terminate Executive’s employment hereunder immediately
  upon delivery of notice thereof. Executive’s beneficiaries, estate, heirs,
  representatives, or assigns, as appropriate, shall be entitled to the proceeds,
  if any, due under any Employer-paid life insurance policy held by Executive,
  as determined by and in accordance with the terms of any such policy, as well
  as any vested benefits and accrued vacation benefits.


ARTICLE
  IV

  BENEFITS AFTER TERMINATION
  OF EMPLOYMENT

       4.1
  Benefits Upon Termination. Upon termination of this Agreement under
  Section 3.3 (Early Termination by Executive), Section 3.4 (Termination for Cause)
  or Section 3.5 (Termination Due to Death or Disability), all salary and benefits
  of Executive hereunder shall cease immediately. Upon termination of this Agreement
  by Employer for any reason other than those set forth in Section 3.4 or Section
  3.5, Executive shall be entitled to the continuation of Executive’s base
  salary for one (1) year, payable in equal installments in conformity with Employer’s
  normal payroll period. If this Agreement is not terminated, then, upon expiration
  of the Employment Term, and if Executive’s employment by Employer does
  not thereafter continue upon mutually agreeable terms, Executive shall be entitled
  to continuation of Executive’s base salary for one (1) year, payable in
  equal installments in conformity with Employer’s normal payroll period;
  provided, however, that Employer’s obligation to pay such installments
  after expiration of the Employment Term shall be reduced by the amount of employment
  compensation (if any) received by Executive from a subsequent employer of Executive
  during said one (1) year. During the period of this severance pay, Executive
  shall cooperate with Employer in providing for the orderly transition of Executive’s
  duties and responsibilities to other individuals, as reasonably requested by
  Employer.

       4.2
  Rights Against Employer. The benefits payable under this Article IV
  are exclusive, and no amount shall become payable to any person (including the
  Executive) by reason of termination of employment for any reason, with or without
  Cause, except as provided in this Article IV. Employer shall not be obligated
  to segregate any of its assets or procure any investment in order to fund the
  benefits payable under this Article IV.

ARTICLE
  V

  CONFIDENTIAL INFORMATION

       5.1
  Executive acknowledges that Employer holds as confidential, and Executive may
  have access to during the Employment Term, certain information and knowledge
  respecting the intimate and confidential affairs of Employer in the various
  phases of its business, including, but not limited to, trade secrets, data and
  know-how, improvements, inventions, techniques, marketing plans, strategies,
  forecasts, pricing information, and customer lists. During his employment by
  Employer and thereafter, Executive shall not directly or indirectly disclose
  such information to any person or use any such information, except as required
  in the course of his employment during the Employment Term. All records, files,
  keys, documents, and the like relating to Employer’s business, which Executive
  shall prepare, copy or use, or come into contact with, shall be and remain Employer’s
  sole property, shall not be removed from Employer’s premises without its
  written consent, and shall be returned to Employer upon the termination of this
  Agreement.

ARTICLE
  VI

  GENERAL PROVISIONS

       6.1
  Entire Agreement. This Agreement contains the entire understanding
  and sole and entire agreement between the parties with respect to the subject
  matter hereof, and supersedes any and all prior agreements, negotiations and
  discussions between the parties hereto with respect to the subject matter covered
  hereby. Each party to this Agreement acknowledges that no representations, inducements,
  promises or agreements, oral or otherwise, have been made by any party, or anyone
  acting on behalf of any party, which are not embodied herein, and that no other
  agreement, statement or promise not contained in this Agreement shall be valid
  or binding. This Agreement may not be modified or amended by oral agreement,
  but rather only by an agreement in writing signed by Employer and by Executive
  which specifically states the intent of the parties to amend this Agreement.


       6.2
  Assignment and Binding Effect. Neither this Agreement nor the rights
  or obligations hereunder shall be assignable by Executive. Employer may assign
  this Agreement to any successor or affiliate of Employer, and upon such assignment
  any such successor or affiliate shall be deemed substituted for Employer upon
  the terms and subject to the conditions hereof. In the event of any merger of
  Employer or the transfer of all (or substantially all) of Employer’s assets,
  the provisions of this Agreement shall be binding upon, and inure to the benefit
  of, the surviving business entity or the business entity to which such assets
  shall be transferred.

       6.3
  Arbitration. The parties hereto agree that any and all disputes (contract,
  tort, or statutory, whether under federal, state or local law) between Executive
  and Employer (including Employer’s employees, officers, directors, stockholders,
  members, managers and representatives) arising out of Executive’s employment
  with Employer, the termination of that employment, or this Agreement, shall
  be submitted to final and binding arbitration. Such arbitration shall take place
  in the County of San Diego, and may be compelled and enforced according to the
  California Arbitration Act (Code of Civil Procedure §§ 1280 et
  seq.). Unless the parties mutually agree otherwise, such arbitration shall
  be conducted before the American Arbitration Association, according to its Commercial
  Arbitration Rules. Judgment on the award the arbitrator renders may be entered
  in any court having jurisdiction over the parties. Arbitration shall be initiated
  in accordance with the Commercial Arbitration Rules of the American Arbitration
  Association.

       6.4
  No Waiver. No waiver of any term, provision or condition of this Agreement,
  whether by conduct or otherwise, in any one or more instances shall be deemed
  or be construed as a further or continuing waiver of any such term, provision
  or condition, or as a waiver of any other term, provision or condition of this
  Agreement.

       6.5
  Governing Law; Rules of Construction. This Agreement has been negotiated
  and executed in, and shall be governed by and construed in accordance with the
  laws of, the State of California. Captions of the several Articles and Sections
  of this Agreement are for convenience of reference only, and shall not be considered
  or referred to in resolving questions of interpretation with respect to this
  Agreement.

       6.6
  Notices. Any notice, request, demand or other communication required
  or permitted hereunder shall be deemed to be properly given when personally
  served in writing, or when deposited in the United States mail, postage pre-paid,
  addressed to Employer or Executive at his last known address. Each party may
  change its address by written notice in accordance with this Section.

	 	 	 
	 	Address
      for Employer:
	 	 	 
	 	 	PriceSmart,
      Inc.

      4649 Morena Boulevard

      San Diego, CA. 92117
	 	 	 
	 	Address
      for Executive:
	 	 	 
	 	________________________
	 	 	 
	 	________________________
	 	 	 
	 	________________________
	 	 	 


       6.7
  Severability. The provisions of this Agreement are severable. If any
  provision of this Agreement shall be held to be invalid or otherwise unenforceable,
  in whole or in part, the remainder of the provisions or enforceable parts hereof
  shall not be affected thereby and shall be enforced to the fullest extent permitted
  by law.


       6.8
  Attorneys’ Fees. In the event of any arbitration or litigation
  brought to enforce or interpret any part of this Agreement, the prevailing party
  shall be entitled to recover reasonable attorneys’ fees, as well as all
  other litigation costs and expenses as an element of damages.

       IN
  WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
  hereto as of the date first above written.

	 	 
	EMPLOYER	EXECUTIVE
	 	 
	PRICESMART,
      INC.	 
	 	 
	
      By: /s/ Kurt May

        

        Name: Kurt A. May

        

        Title: COO

      	Name:
      /s/ A. Edward Oats

      Edward Oats