AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                PRICESMART, INC.
 
    PRICESMART, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
 
        1.  The Corporation's original Certificate of Incorporation was filed on
    August 17, 1994. An amendment to said Certificate of Incorporation was filed
    on November 27, 1995 changing the name of the Corporation to PQI, Inc. A
    further amendment to said Certificate of Incorporation was filed on June 30,
    1997 changing the name of the Corporation to PriceSmart, Inc.
 
        2.  That by action taken by unanimous written consent of the Board of
    Directors on July 29, 1997, resolutions were duly adopted setting forth a
    proposed amendment and restatement of the Certificate of Incorporation of
    the Corporation, declaring said amendment and restatement to be advisable
    and directing its officers to submit said amendment and restatement to the
    sole stockholder of the Corporation for consideration thereof. The
    resolution setting forth the proposed amendment and restatement is as
    follows:
 
        "THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of the
    Corporation is hereby amended to read in its entirety as follows, subject to
    the required consent of the sole stockholder of the corporation:
 
        FIRST:  The name of the Corporation is PriceSmart, Inc. (hereinafter the
    "Corporation").
 
        SECOND:  The address of the registered office of the Corporation in the
    State of Delaware is 1209 Orange Street, in the City of Wilmington, County
    of New Castle. The name of its registered agent at that address is The
    Corporation Trust Company.
 
        THIRD:  The purpose of the Corporation is to engage in any lawful act or
    activity for which a corporation may be organized under the General
    Corporation Law of the State of Delaware (the "GCL").
 
        FOURTH:  The total number of shares of stock which the Corporation shall
    have the authority to issue is 17,000,000, which shall consist of 15,000,000
    shares of Common Stock, each having a par value of $.0001 (the "Common
    Stock") and 2,000,000 shares of Preferred Stock, each having a par value of
    $.0001 (the "Preferred Stock").
 
        The Board of Directors is hereby authorized from time to time to provide
    by resolution for the issuance of shares of preferred stock in one of more
    series not exceeding in the aggregate the number of shares of Preferred
    Stock authorized by this Certificate of Incorporation, as amended from time
    to time; and to determine with respect to each such series the voting
    powers, if any (which voting powers, if granted, may be full or limited),
    designations, preference and relative, participating, optional or other
    special rights, and the qualifications, limitations or restrictions relating
    thereto, including without limiting the generality of the foregoing, the
    voting rights relating to shares of Preferred Stock of any series (which may
    be one of more votes per share or a fraction of a vote per share, which may
    vary over time and which may be applicable generally or only upon the
    happening and continuance of stated events or conditions), the rate of
    dividend to which holders of Preferred Stock of any series may be entitled
    (which may be cumulative or noncumulative), the rights of holders of
    Preferred Stock of any series in the event of liquidation, dissolution or
    winding up of the affairs of the Corporation, the rights, if any, of holders
    of Preferred Stock of any series to convert or exchange such shares of
    Preferred Stock of such series for shares of any other class or series of
    capital stock or for any other securities, property or assets of the
    Corporation or any subsidiary (including the determination of the
 
 
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    price or prices or the rate or rates applicable to such rights to convert or
    exchange and the adjustment thereof, the time or times during which the
    right to convert or exchange shall be applicable and the time or times
    during which a particular price or rate shall be applicable), whether or not
    the shares of that series shall be redeemable, and, if so, the terms and
    conditions of such redemption, including the date or dates upon or after
    which they shall be redeemable, and the amount per share payable in case of
    redemption, which amount may vary under different conditions and at
    different redemption dates, and whether any shares of that series shall be
    redeemed pursuant to a retirement or sinking fund or otherwise and the terms
    and conditions of such obligation.
 
        Before the Corporation shall issue any shares of Preferred Stock of any
    series, a certificate setting forth a copy of the resolution or resolutions
    of the Board of Directors, fixing the voting powers, designations,
    preferences, the relative, participating, optional or other rights, if any,
    and the qualifications, limitations and restrictions, if any, relating to
    the shares of Preferred Stock of such series, and the number of shares of
    Preferred Stock of such series authorized by the Board of Directors to be
    issued shall be made under seal of the Corporation and signed by and shall
    be filed and a copy thereof recorded in the manner prescribed by the GCL.
    The Board of Directors is further authorized to increase or decrease (but
    not below the number of such shares of such series then outstanding) the
    number of shares of any series subsequent to the issuance of shares of that
    series.
 
        FIFTH:  The following provisions are inserted for the management of the
    business and the conduct of the affairs of the Corporation, and for further
    definition, limitation and regulation of the powers of the Corporation and
    of its directors and stockholders:
 
           (a) The business and affairs of the Corporation shall be managed by
       or under the direction of the Board of Directors.
 
           (b) The directors shall have concurrent power with the stockholders
       to make, alter, amend, change, add to or repeal the Bylaws of the
       Corporation.
 
           (c) The number of directors of the Corporation shall be as from time
       to time fixed by, or in the manner provided in, the Bylaws of the
       Corporation. The election of directors need not be by written ballot
       unless the Bylaws so provide.
 
           (d) In addition to the powers and authority hereinbefore or by
       statute expressly conferred upon them, the directors are hereby empowered
       to exercise all such powers and do all such acts and things as may be
       exercised or done by the Corporation, subject, nevertheless, to the
       provisions of the GCL, this Certificate of Incorporation, and any Bylaws
       adopted by the stockholders; PROVIDED, HOWEVER, that no Bylaws hereafter
       adopted by the stockholders shall invalidate any prior act of the
       directors which would have been valid if such Bylaws had not been
       adopted.
 
        SIXTH:  Meetings of stockholders may be held within or without the State
    of Delaware, as the Bylaws may provide. The books of the Corporation may be
    kept (subject to any provision contained in the GCL) outside the State of
    Delaware at such place or places as may be designated from time to time by
    the Board of Directors or in the Bylaws of the Corporation.
 
        SEVENTH:  The Corporation reserves the right to amend, alter, change or
    repeal any provision contained in this Certificate of Corporation in the
    manner now or hereafter prescribed by statute, and all rights conferred upon
    stockholders herein are granted subject to this reservation.
 
        EIGHTH:  (a) Subject to Article EIGHTH (c), the Corporation shall
    indemnify any person who was or is a party or is threatened to be made a
    party to any threatened, pending or completed action, suit or proceeding,
    whether civil, criminal, administrative or investigative (other than an
    action by or in the right of the Corporation) by reason of the fact that he
    is or was a director or officer of the Corporation, or is or was serving at
    the request of the Corporation as a director, officer, employee or
 
 
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    agent of another corporation, partnership, joint venture, trust, employee
    benefit plan or other enterprise, against expenses (including attorneys'
    fees), judgments, fines and amounts paid in settlement actually and
    reasonably incurred by him in connection with such action, suit or
    proceeding if he acted in good faith and in a manner he reasonably believed
    to be in or not opposed to the best interests of the Corporation, and, with
    respect to any criminal action or proceeding, had no reasonable cause to
    believe his conduct was unlawful. The termination of any action, suit or
    proceeding by judgment, order, settlement, conviction, or upon a plea of
    nolo contendere or its equivalent, shall not, of itself, create a
    presumption that the person did not act in good faith and in a manner which
    he reasonably believed to be in or not opposed to the best interests of the
    Corporation, and, with respect to any criminal action or proceeding, had
    reasonable cause to believe that his conduct was unlawful.
 
           (b) Subject to Article EIGHTH (c), the Corporation shall indemnify
       any person who was or is a party or is threatened to be made a party to
       any threatened, pending or completed action or suit by or in the right of
       the Corporation to procure a judgment in its favor by reason of the fact
       that he is or was a director or officer of the Corporation, or is or was
       serving at the request of the Corporation as a director, officer,
       employee or agent of another corporation, partnership, joint venture,
       trust, employee benefit plan or other enterprise against expenses
       (including attorneys' fees) actually and reasonably incurred by him in
       connection with the defense or settlement of such action or suit if he
       acted in good faith and in a manner he reasonably believed to be in or
       not opposed to the best interests of the Corporation; except that no
       indemnification shall be made in respect of any claim, issue or matter as
       to which such person shall have been adjudged to be liable to the
       Corporation unless and only to the extent that the Court of Chancery or
       the court in which such action or suit was brought shall determine upon
       application that, despite the adjudication of liability but in view of
       all the circumstances of the case, such person is fairly and reasonably
       entitled to indemnity for such expenses which the Court of Chancery or
       such other court shall deem proper.
 
           (c) Any indemnification under this Article EIGHTH (unless ordered by
       a court) shall be made by the Corporation only as authorized in the
       specific case upon a determination that indemnification of the director
       or officer is proper in the circumstances because he has met the
       applicable standard of conduct set forth in Article EIGHTH (a) or Article
       EIGHTH (b), as the case may be. Such determination shall be made (i) by
       the Board of Directors by a majority vote of a quorum consisting of
       directors who were not parties to such action, suit or proceeding, or
       (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum
       of disinterested directors so directs, by independent legal counsel in a
       written opinion, or (iii) by the stockholders. To the extent, however,
       that a present or former director or officer of the Corporation has been
       successful on the merits or otherwise in defense of any action, suit or
       proceeding referred to in Article EIGHTH (a) or Article EIGHTH (b), or in
       defense of any claim, issue or matter therein, he shall be indemnified
       against expenses (including attorneys' fees) actually and reasonably
       incurred by him in connection therewith, without the necessity of
       authorization in the specific case.
 
           (d) Notwithstanding any contrary determination in the specific case
       under Article EIGHTH (c), and notwithstanding the absence of any
       determination thereunder, any present or former director or officer of
       the Corporation may apply to any court of competent jurisdiction in the
       State of Delaware for indemnification to the extent otherwise permissible
       under Article EIGHTH (a) and Article EIGHTH (b). The basis of such
       indemnification by a court shall be a determination by such court that
       indemnification of such person is proper in the circumstances because he
       has met the applicable standards of conduct set forth in Article EIGHTH
       (a) or Article EIGHTH (b), as the case may be. Neither a contrary
       determination in the specific case under Article EIGHTH (c) nor the
       absence of any determination thereunder shall be a defense
 
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       to such application or create a presumption that such person seeking
       indemnification has not met any applicable standard of conduct. Notice of
       any application for indemnification pursuant to this Article EIGHTH (d)
       shall be given to the Corporation promptly upon the filing of such
       application. If successful, in whole or in part, such person seeking
       indemnification shall also be entitled to be paid the expense of
       prosecuting such application.
 
           (e) Expenses incurred by a person who is or was a director or officer
       of the Corporation in defending or investigating a threatened or pending
       action, suit or proceeding shall be paid by the Corporation in advance of
       the final disposition of such action, suit or proceeding upon receipt of
       an undertaking by or on behalf of such person to repay such amount if it
       shall ultimately be determined that he is not entitled to be indemnified
       by the Corporation as authorized in this Article EIGHTH.
 
           (f) The indemnification and advancement of expenses provided by or
       granted pursuant to this Article EIGHTH shall not be deemed exclusive of
       any other rights to which those seeking indemnification or advancement of
       expenses may be entitled under any Bylaw, agreement, contract, vote of
       stockholders or disinterested directors or pursuant to the direction
       (howsoever embodied) of any court of competent jurisdiction or otherwise,
       both as to action in his official capacity and as to action in another
       capacity while holding such office, it being the policy of the
       Corporation that indemnification of the persons specified in Article
       EIGHTH (a) and Article EIGHTH (b) shall be made to the fullest extent
       permitted by law. The provisions of this Article EIGHTH shall not be
       deemed to preclude the indemnification of any person who is not specified
       in Article EIGHTH (a) or Article EIGHTH (b) but whom the Corporation has
       the power or obligation to indemnify under the provisions of the GCL, or
       otherwise.
 
           (g) The Corporation may purchase and maintain insurance on behalf of
       any person who is or was a director or officer of the Corporation, or is
       or was serving at the request of the Corporation as a director, officer,
       employee or agent of another corporation, partnership, joint venture,
       trust, employee benefit plan or other enterprise against any liability
       asserted against him and incurred by him in any such capacity, or arising
       out of his status as such, whether or not the Corporation would have the
       power or the obligation to indemnify him against such liability under the
       provisions of this Article EIGHTH or Section 145 of the GCL.
 
           (h) For purposes of this Article EIGHTH, references to "the
       Corporation" shall include, in addition to the resulting corporation, any
       constituent corporation (including any constituent of a constituent)
       absorbed in a consolidation or merger which, if its separate existence
       had continued, would have had power and authority to indemnify its
       directors or officers, so that any person who is or was a director or
       officer of such constituent corporation, or is or was serving at the
       request of such constituent corporation as a director, officer, employee
       or agent of another corporation, partnership, joint venture, trust,
       employee benefit plan or other enterprise, shall stand in the same
       position under the provisions of this Article EIGHTH with respect to the
       resulting or surviving corporation as he would have with respect to such
       constituent corporation if its separate existence had continued. For
       purposes of this Article EIGHTH, references to "fines" shall include any
       excise taxes assessed on a person with respect to an employee benefit
       plan; and references to "serving at the request of the Corporation" shall
       include any service as a director, officer, employee or agent of the
       Corporation which imposes duties on, or involves services by, such person
       with respect to an employee benefit plan, its participants or
       beneficiaries; and a person who acted in good faith and in a manner he
       reasonably believed to be in the interest of the participants and
       beneficiaries of an employee benefit plan shall be deemed to have acted
       in a manner "not opposed to the best interests of the Corporation" as
       referred to in this Article EIGHTH. For purposes of any determination
       under Article EIGHTH (c), a person shall be deemed to have acted in good
       faith in a manner he reasonably believed to be in or not opposed to the
       best interests of the Corporation, or, with respect to any criminal
       action or proceeding, to
 
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       have had no reasonable cause to believe his conduct was unlawful, if his
       action is based on the records or books of account of the Corporation or
       another enterprise, or on information supplied to him by the officers of
       the Corporation or another enterprise in the course of their duties, or
       on the advice of legal counsel for the Corporation or another enterprise
       or on information or records given or reports made to the Corporation or
       another enterprise by an independent certified public accountant or by an
       appraiser or other expert selected with reasonable care by the
       Corporation or another enterprise. The term "another enterprise" is used
       in this Article EIGHTH (h) shall mean any other corporation or any
       partnership, joint venture, trust, employee benefit plan or other
       enterprise of which such person is or was serving at the request of the
       Corporation as a director, officer, employee or agent. The provisions of
       this Article EIGHTH (h) shall not be deemed to be exclusive or to limit
       in any way the circumstances in which a person may be deemed to have met
       the applicable standard of conduct set forth in Article EIGHTH (a) or
       (b), as the case may be.
 
           (i) The indemnification and advancement of expenses provided by, or
       granted pursuant to, this Article EIGHTH shall, unless otherwise provided
       when authorized or ratified, continue as to a person who has ceased to be
       a director or officer of the Corporation and shall inure to the benefit
       of the heirs, executors and administrators of such a person.
 
           (j) Notwithstanding anything contained in this Article EIGHTH to the
       contrary, except for proceedings to enforce rights to indemnification
       (which shall be governed by Article EIGHTH (d)), the Corporation shall
       not be obligated to indemnify any person in connection with a proceeding
       (or part, thereof) initiated by such person unless such proceeding (or
       part thereof) was authorized or consented to by the Board of Directors of
       the Corporation.
 
           (k) The Corporation may, to the extent authorized from time to time
       by the Board of Directors, provide rights to indemnification and to the
       advancement of expenses to employees and agents of the Corporation
       similar to those conferred in this Article EIGHTH to directors and
       officers of the Corporation.
 
        NINTH:  No director shall be personally liable to the Corporation or any
    of its stockholders for monetary damages for breach of fiduciary duty as a
    director, except for liability (i) for any breach of the director's duty of
    loyalty to the Corporation or its stockholders, (ii) for acts or omissions
    not in good faith or which involve intentional misconduct or a knowing
    violation of law, (iii) pursuant to Section 174 of the GCL, or (iv) for any
    transaction from which the director derived an improper personal benefit.
    Any repeal or modification of this Article NINTH by the stockholders of the
    Corporation shall not adversely affect any right or protection of a director
    of the Corporation existing at the time of such repeal or modification with
    respect to acts or omissions occurring prior to such repeal or
    modification."
 
    3.  That thereafter, by consent of the sole stockholder of all of the issued
and outstanding shares of stock of the Corporation in accordance with Section
228 of the General Corporation Law of the State of Delaware, all of the shares
of the Corporation were voted in favor of the amendment.
 
    4.  That said Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.
 
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    IN WITNESS WHEREOF, PRICESMART, INC. has caused this Certificate to be
signed by Robert E. Price, its President and Daniel T. Carter, its
Secretary, this 29th day of August, 1997.
 
                                          PRICESMART, INC.
 
                                          a Delaware corporation
 
                                          By: /s/ Robert E. Price
                                             -------------------------------
 
                                          Name: Robert E. Price
 
                                          Title:  President