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                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


This Second Amendment to Employment Agreement is made and entered into as of
January 7, 2000, by and between PriceSmart, Inc., a Delaware Corporation
("Employer") and Gilbert A. Partida ("Executive").


                                    RECITALS

         A)  On December 15, 1997, an Employment Agreement was made and entered
             into by and between Employer and Executive.

         B)  Effective as of January 12, 1999 said Employment Agreement was
             amended, to provide that the base salary under said Employment
             Agreement is increased, from $225,000 to $275,000.

         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 currently provides:

                      3.1 TERM. The term of Executive's employment hereunder
             shall commence on January 12, 1998 and shall continue until January
             11, 2000 unless sooner terminated or extended as hereinafter
             provided (the "Employment Term").


         is hereby amended, effective as of January 10, 2000, to provide as
follows:

                      3.1 TERM. The term of Executive's employment hereunder
             shall commence on January 12, 1998 and shall continue until January
             11, 2003 unless sooner terminated or extended as hereinafter
             provided (the "Employment Term").


         2.  Section 4.1 of the Employment Agreement, which currently provides:

                      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
             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

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             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 cease concurrently with
             Executive having commenced comparable employment with, or Executive
             receiving comparable compensation from, another employer. 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.


         is hereby amended, effective as of January 10, 2000, to provide as
follows:

                   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 thereafter be entitled
             to continuation of Executive's base salary through the period
             ending January 11, 2003, payable in equal installments in
             conformity with Employer's normal payroll schedule; provided,
             however, that Employer's obligation to pay such installments after
             such termination shall be reduced by the amount of the employment
             compensation (if any) received by Executive from a subsequent
             employer of Executive during said period. 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.

         3.  All other terms of the Employment Agreement (as amended as of
             January 12, 1999) shall remain unaltered and fully effective.


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


         EXECUTIVE                              EMPLOYER

                                                PriceSmart, Inc.

         Gilbert A. Partida                     By: /s/ Robert M. Gans

         /s/ Gilbert A. Partida                 Name: Robert M. Gans

                                                Its: Executive Vice President