THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of February 1, 2000 by
and between PriceSmart, Inc., a Delaware corporation ("Employer"), and William Naylon, ("Executive").
A. Employer (through its wholly-owned subsidiary Ventures Services, Inc.) 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:
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
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 ser