Sixth Amendment of Employment Agreement



 Exhibit 10.8(h)(12) 
  
 SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT 
  
 This Sixth Amendment to Employment Agreement is made and entered into as of January 22, 2003, by and between PriceSmart, Inc., a Delaware
Corporation (“Employer”) and Thomas Martin (“Executive”). 
  
 Recitals 
  

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

  

	B)	On March 31, 1999 a First Amendment to Employment Agreement was made and entered into by and between Employer and Executive. 

  

	C)	On November 22, 1999, a Second Amendment to Employment Agreement was made and entered into by and between Employer and Executive. 

  

	D)	On January 11, 2000, a Third Amendment to Employment Agreement was made and entered into by and between Employer and Executive. 

  

	E)	On January 24, 2001, a Fourth Amendment to Employment Agreement was made and entered into by and between Employer and Executive. 

  

	F)	Pursuant to a Memorandum dated October 16, 2001, Executive’s Annual Base Salary was increased to $190,000, effective as of September 1, 2001. 

  

	G)	On January 16, 2002, a Fifth Amendment to Employment Agreement was made and entered into by and between Employer and Executive. 

  

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

  
 Agreement 
  

	1)	Section 3.1 of the Employment Agreement, which provides: 

  
 3.1 Term. The term of Executive’s employment hereunder shall commence on April 1, 1998 and shall continue until March 31, 2003 unless sooner
terminated or extended as hereinafter provided (the “Employment Term”). 
  
 is hereby amended, effective as of January 22, 2003, to provide as follows: 







 3.1 Term. The term of Executive’s employment hereunder shall commence on April 1, 1998 and
shall continue until March 31, 2004 unless sooner terminated or extended as hereinafter provided (the “Employment Term”). 
  

	2)	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 $190,000 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. 
  
 is hereby amended, effective January 22, 2003, to provide as follows:

  
 2.1 Salary. For Executive’s services hereunder,
Employer shall pay as base salary to Executive the amount of $200,000 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)	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.

		
	 Thomas Martin
	 	 By: /s/ ROBERT M. GANS


		
	 /s/ THOMAS MARTIN

	 	 Name: Robert M. Gans


		
	 	 	 Its: Executive Vice President