THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 29th day of
September, 1997, by and between PriceSmart, Inc., a Delaware corporation ("Employer"), and Karen Ratcliff
A. Employer desires to employ Executive as Chief Financial Officer and Executive Vice-President of Employer.
B. Executive desires to accept 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 Chief Financial Officer and Executive 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 her by
the Chief Executive Officer or the Board of Directors of Employer. Executive shall discharge her duties in a
diligent and professional manner.
1.2 OUTSIDE BUSINESS ACTIVITIES PRECLUDED. During her employment, Executive shall devote her
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 her duties under this
Agreement. Executive shall not, without the prior written consent of Employer, engage in any activity adverse to
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 she is requir