Exhibit 10.2

                    FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Fourth Amendment to Employment Agreement is made and entered into as of
January 24, 2001, 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)     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, 2001 unless sooner
       terminated or extended as hereinafter provided (the "Employment Term").

    is hereby amended, effective as of January 24, 2001, 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, 2002 unless sooner
       terminated or extended as hereinafter provided (the "Employment Term").




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/ Gilbert A. Partida
                                          ----------------------------------
/s/ Thomas Martin                     Name:  Gilbert A. Partida
-------------------------             Its: President and Chief Executive Officer