FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.4

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement is made and entered into as of August 2, 2004, by and between PriceSmart, Inc., a Delaware Corporation (“Employer”) and Jose Luis Laparte (“Executive”).

Recitals

A) On June 3, 2004 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

2.2 Bonus. Executive shall be entitled to receive a bonus in the amount of $100,000 if, but only if, Employer’s actual results for Employer’s Fiscal Year ending August 31, 2005 (“FY’05”) equal or exceed the planned results for FY’05 as reflected in Employer’s Annual Plan for FY’05 (to be established by the Employer’s Board of Directors in or about July, 2004). In the event Employer’s actual results for FY ‘05 do not equal or exceed said planned results for FY ‘05 then Executive’s bonus (if any) shall be determined in accordance with the following schedule:

The term “results” as used herein refers to Operating Income, but excluding the effect on Operating Income due to earnings or losses relating to real estate owned or leased by Employer upon which PriceSmart warehouse clubs (and adjacent facilities) formerly operated.

is hereby amended, effective August 2, 2004, to provide as follows:

2.2 Bonus. Executive shall be entitled to receive a bonus in the amount of $100,000 if, but only if, Employer’s actual results for Employer’s Fiscal Year ending August 31, 2005 (“FY’05”) equal or exceed the planned results for FY’05 as reflected in Employer’s Annual Plan for FY’05 (to be established by the Employer’s Board of Directors in or about July, 2004). In the event Employer’s actual results for FY’05 do not equal or exceed said planned results for FY’05 then Executive’s bonus (if any) shall be determined in accordance with the following schedule:

The term “results” as used herein refers to Operating Income, but excluding the effect on Operating Income due to earnings or losses relating to: (i) real estate owned or leased by Employer upon which PriceSmart warehouse clubs (and adjacent facilities) formerly operated; and (ii) severance and compensation expense attributable to the termination of Employer’s employees, where such termination was effected on or before August 31, 2004.

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