for PSMT Caribe, Inc.
This Members' Agreement (this "Agreement") is entered into as of September 14, 1998 by and between
PriceSmart, Inc., a corporation organized and existing under the laws of the State of Delaware, U.S.A.
("PriceSmart"), and PSC, S.A., a company organized and existing under the laws of Panama ("PSC"). Each of
PriceSmart and PSC are referred to in this Agreement as a "Shareholder," and collectively as the "Shareholders."
WHEREAS, the Shareholders intend to establish and invest in an International Business (Exempt) Company
("Newco") under the laws of the British Virgin Islands to be utilized as their joint venture vehicle for the
establishment and operation of a business in Costa Rica, the Dominican Republic, El Salvador, Honduras and
Nicaragua, said business being engaged in the sale of general merchandise, food and related products and
services (the "Merchandise Business System"), pursuant to the agreement described below;
WHEREAS, PriceSmart and its Affiliate intend to enter into, and the Shareholders intend to cause Newco or its
Affiliates to enter into, a Licensing, Technology Transfer, Training and Sourcing Agreement (the "Licensing
Agreement"), in the form attached hereto as Attachment A, pursuant to which PriceSmart will transfer a license to
utilize certain intellectual property owned by PriceSmart for the establishment and operation of the Merchandise
Business System, and PriceSmart and its Affiliate will provide certain training, management support and product
sourcing services; and
WHEREAS, in order to set forth certain rights and obligations of the Shareholders relating to Newco, the parties
desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties agree as
1. DEFINED TERMS. Capitalized terms not defined herein have the respective meanings ascribed