EXHIBIT 10.2

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement is made and entered into as of
March 31, 1999, by and between PriceSmart, Inc., a Delaware Corporation
("Employer") and Karen Ratcliff ("Executive").


                                    RECITALS

A)   On September 29, 1997 an Employment Agreement was made and entered into by
     and between Employer and Executive.

B)   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:

         The term of Executive's employment hereunder shall commence on
         September 29, 1997 and shall continue until September 28, 1999 unless
         sooner terminated or extended as hereinafter provided (the "Employment
         Term").

      is hereby amended, effective immediately, to provide as follows:

         The term of Executive's employment hereunder shall commence on
         September 29, 1997 and shall continue until September 28, 2000 unless
         sooner terminated or extended as hereinafter provided (the "Employment
         Term").

2)   Section 4.1 of the Employment Agreement, which provides:

         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 (prior to the expiration of the Employment term)
         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 six (6) months or for the remainder of the Employment
         Term, whichever is greater, 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 six (6) months, payable in equal
         installments in conformity with Employer's normal payroll period.
         Notwithstanding any of the foregoing, should Executive commence
         full-time employment as a financial officer with another company prior
         to the payments under this Section 4.1 becoming payable to Executive,
         any payments remaining payable to Executive shall then cease. 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 September 28, 1999, to provide as follows:

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         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 request by Employer.

3)   All other terms of the Employment Agreement shall remain unaltered and
fully effective.

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

EXECUTIVE                              EMPLOYER

                                       PRICESMART, INC.

/s/ Karen J. Ratcliff                  By: /s/ Gilbert A. Partida
- -----------------------------             ---------------------------
    Karen J. Ratcliff
                                       Name: Gilbert A. Partida
                                            -------------------------

                                       Its: President and Chief Executive
                                            Officer
                                           --------------------------

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