Investor's Rights Agreement - POINTS INTERNATIONAL LTD - 8-30-2005

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Investor's Rights Agreement - POINTS INTERNATIONAL LTD - 8-30-2005 Powered By Docstoc
					Exhibit 99.25 INVESTOR'S RIGHTS AGREEMENT BETWEEN POINTS INVESTMENTS, INC. AND USA INTERACTIVE AND POINTS INTERNATIONAL LTD. April 11, 2003

TABLE OF CONTENTS ARTICLE I DEFINITIONS..................................................... 1.1 Defined Terms..................................................... ARTICLE II RESTRICTIONS ON ADDITIONAL REGISTRATION RIGHTS................. 2.1 Registration Rights Agreements.................................... ARTICLE 3.1 3.2 3.3 3.4 3.5 3.6 III REGISTRATION RIGHTS........................................... Demand Registration............................................... Piggyback Registrations........................................... Expenses of Registration.......................................... Obligation of the Corporation..................................... Miscellaneous..................................................... Indemnification................................................... 1 1 5 5 5 5 6 8 8 11 11 14 14 16 16 16 17 17 18 18 18 18 18 19 20 20 20 21 21 21 22 22 22 22 22 23 23

ARTICLE IV PRE-EMPTIVE RIGHTS............................................. 4.1 Pre-emptive Rights................................................ ARTICLE 5.1 5.2 5.3 5.4 5.5 5.6 5.7 ARTICLE 6.1 6.2 6.3 V MATCHING RIGHT.................................................. Notification of Matching Right Transaction........................ Matching Right.................................................... Acceptance of Matching Right Transaction.......................... Unsolicited Take-over Bids........................................ No Break Fee...................................................... Amendments to Matching Right Transaction.......................... CIBC Debenture.................................................... VI BOARD OF DIRECTORS; GOVERNANCE................................. Size and Composition of Board of Directors and Committees......... Board of Directors Representation................................. Shareholders' Meetings............................................

ARTICLE VII RIGHTS OF APPROVAL............................................ 7.1 Rights of Approval................................................ ARTICLE 8.1 8.2 8.3 8.4 ARTICLE 9.1 9.2 9.3 9.4 VIII INFORMATION RIGHTS AND OPERATIONAL COVENANTS................. Information Delivered to Common Shareholders...................... Cash Flow Management.............................................. Use of Proceeds - Issuance of Preferred Share and Warrants........ Use of Proceeds - Exercise of Warrants............................ IX MISCELLANEOUS.................................................. No Derogation of Rights........................................... Term of Agreement................................................. Public Announcements.............................................. Assignment........................................................

TABLE OF CONTENTS ARTICLE I DEFINITIONS..................................................... 1.1 Defined Terms..................................................... ARTICLE II RESTRICTIONS ON ADDITIONAL REGISTRATION RIGHTS................. 2.1 Registration Rights Agreements.................................... ARTICLE 3.1 3.2 3.3 3.4 3.5 3.6 III REGISTRATION RIGHTS........................................... Demand Registration............................................... Piggyback Registrations........................................... Expenses of Registration.......................................... Obligation of the Corporation..................................... Miscellaneous..................................................... Indemnification................................................... 1 1 5 5 5 5 6 8 8 11 11 14 14 16 16 16 17 17 18 18 18 18 18 19 20 20 20 21 21 21 22 22 22 22 22 23 23 23 23

ARTICLE IV PRE-EMPTIVE RIGHTS............................................. 4.1 Pre-emptive Rights................................................ ARTICLE 5.1 5.2 5.3 5.4 5.5 5.6 5.7 ARTICLE 6.1 6.2 6.3 V MATCHING RIGHT.................................................. Notification of Matching Right Transaction........................ Matching Right.................................................... Acceptance of Matching Right Transaction.......................... Unsolicited Take-over Bids........................................ No Break Fee...................................................... Amendments to Matching Right Transaction.......................... CIBC Debenture.................................................... VI BOARD OF DIRECTORS; GOVERNANCE................................. Size and Composition of Board of Directors and Committees......... Board of Directors Representation................................. Shareholders' Meetings............................................

ARTICLE VII RIGHTS OF APPROVAL............................................ 7.1 Rights of Approval................................................ ARTICLE 8.1 8.2 8.3 8.4 VIII INFORMATION RIGHTS AND OPERATIONAL COVENANTS................. Information Delivered to Common Shareholders...................... Cash Flow Management.............................................. Use of Proceeds - Issuance of Preferred Share and Warrants........ Use of Proceeds - Exercise of Warrants............................

ARTICLE IX MISCELLANEOUS.................................................. 9.1 No Derogation of Rights........................................... 9.2 Term of Agreement................................................. 9.3 Public Announcements.............................................. 9.4 Assignment........................................................ 9.5 Binding Effect.................................................... 9.6 Time...............................................................

-ii9.7 9.8 9.9 9.10 9.11 9.12 9.13 9.14 9.15 9.16 9.17 9.18 9.19 Notices........................................................... Governing Law..................................................... Injunctive Relief................................................. Currency.......................................................... Entire Agreement.................................................. Further Assurances................................................ Waivers and Modifications......................................... Counterparts...................................................... Date For Any Action............................................... Construction...................................................... Interpretation.................................................... Knowledge......................................................... Severability...................................................... 23 24 25 25 25 25 25 25 26 26 26 26 26

-ii9.7 9.8 9.9 9.10 9.11 9.12 9.13 9.14 9.15 9.16 9.17 9.18 9.19 Notices........................................................... Governing Law..................................................... Injunctive Relief................................................. Currency.......................................................... Entire Agreement.................................................. Further Assurances................................................ Waivers and Modifications......................................... Counterparts...................................................... Date For Any Action............................................... Construction...................................................... Interpretation.................................................... Knowledge......................................................... Severability...................................................... 23 24 25 25 25 25 25 25 26 26 26 26 26

INVESTOR'S RIGHTS AGREEMENT THIS AGREEMENT made as of the 11th day of April, 2003. BETWEEN: POINTS INVESTMENTS, INC., a corporation incorporated under the laws of Delaware (the "Investor") -andUSA INTERACTIVE, a corporation incorporated under the laws of Delaware (the "Parent") -andPOINTS INTERNATIONAL LTD., a corporation continued under the laws of Ontario (the "Corporation") RECITALS: WHEREAS the Investor owns one Preferred Share, Series 2 (the "Preferred Share"); AND WHEREAS the Investor is the holder of warrants (the "Warrants") dated April 11, 2003 to purchase common shares (the "Common Shares") in the capital of the Corporation; AND WHEREAS the Investor and the Corporation wish to set forth certain rights of the Investor for so long as the Investor owns the Preferred Share, Common Shares and/or any of the Warrants, as the case may be; NOW THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby covenant and agree as follows: ARTICLE I DEFINITIONS 1.1 DEFINED TERMS.

INVESTOR'S RIGHTS AGREEMENT THIS AGREEMENT made as of the 11th day of April, 2003. BETWEEN: POINTS INVESTMENTS, INC., a corporation incorporated under the laws of Delaware (the "Investor") -andUSA INTERACTIVE, a corporation incorporated under the laws of Delaware (the "Parent") -andPOINTS INTERNATIONAL LTD., a corporation continued under the laws of Ontario (the "Corporation") RECITALS: WHEREAS the Investor owns one Preferred Share, Series 2 (the "Preferred Share"); AND WHEREAS the Investor is the holder of warrants (the "Warrants") dated April 11, 2003 to purchase common shares (the "Common Shares") in the capital of the Corporation; AND WHEREAS the Investor and the Corporation wish to set forth certain rights of the Investor for so long as the Investor owns the Preferred Share, Common Shares and/or any of the Warrants, as the case may be; NOW THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby covenant and agree as follows: ARTICLE I DEFINITIONS 1.1 DEFINED TERMS. As used herein: (a) "Act" means the Business Corporations Act (Ontario). (b) "affiliate" shall be construed such that one person shall be deemed to be an affiliate of another person if one of them is controlled (directly or indirectly) by

-2the other or both are controlled (directly or indirectly) by the same person or group of persons, and for this purpose "control" shall be construed such that any combination of a person, its affiliates and persons acting jointly or in concert with either of them (the "Control Group") shall control another person if the Control Group is the beneficial owner of securities of such person sufficient to elect a majority of the board of directors (or, if the person is not a corporation, any comparable body) of such person.

-2the other or both are controlled (directly or indirectly) by the same person or group of persons, and for this purpose "control" shall be construed such that any combination of a person, its affiliates and persons acting jointly or in concert with either of them (the "Control Group") shall control another person if the Control Group is the beneficial owner of securities of such person sufficient to elect a majority of the board of directors (or, if the person is not a corporation, any comparable body) of such person. (c) "Agency" means any domestic or foreign court, tribunal, federal, state, provincial or local government or governmental agency or authority or other regulatory authority (including the TSXV) or administrative agency or commission (including the Ontario Securities Commission and the U.S. Commission) or any elected or appointed public official. (d) "Agreement" means this investor's rights agreement between the Corporation and the Investor, as amended from time to time. (e) "Board of Directors" means the Board of Directors of the Corporation. (f) "Business Day" means every day except a Saturday, Sunday or a day, which is a statutory holiday in Toronto, Ontario or a federal holiday in the United States of America. (g) "Canadian Prospectus" means a prospectus filed by the Corporation with a Canadian Securities Regulator for a public offering and sale of securities of the Corporation. (h) "Canadian Securities Act" means the Securities Act (Ontario). (i) "CIBC Debenture" has the meaning ascribed thereto in Section 2.1. (j) "Common Shares" means the common shares in the capital of the Corporation. (k) "Consent and Amending Agreement" means the agreement dated March 21, 2003 between the Corporation, the Parent and CIBC Capital Partners. (l) "Corporation" means Points International Ltd., a corporation continued under the laws of Ontario. (m) "Employee Option Plan" means the Corporation's Amended and Restated Employee Option Plan, dated June 26, 2002, as the same may be amended, restated or replaced from time to time. (n) "Exchange Act" means the United States Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the U.S. Commission issued under such Act, as they each may, from time to time, be in effect.

-3(o) "Investor" means Points Investments, Inc., a corporation incorporated pursuant to the laws of Delaware. (p) "Investor Directors" shall have the meaning ascribed thereto in Section 6.2(a). (q) "Jurisdictions" means those provinces and territories of Canada in which the Corporation is now or at any relevant time a reporting issuer or equivalent status (including, without limitation, Ontario, Alberta and British Columbia) and at any time includes the United States of America if the Corporation has previously registered any securities pursuant to applicable securities Laws. (r) "Laws" means all laws, statutes, by-laws, rules, regulations, orders, decrees, ordinances, protocols, codes, guidelines, policies, notices, directions and judgements or other requirements of any Agency, including the Canadian Securities Act, the U.S. Securities Act and the Exchange Act.

-3(o) "Investor" means Points Investments, Inc., a corporation incorporated pursuant to the laws of Delaware. (p) "Investor Directors" shall have the meaning ascribed thereto in Section 6.2(a). (q) "Jurisdictions" means those provinces and territories of Canada in which the Corporation is now or at any relevant time a reporting issuer or equivalent status (including, without limitation, Ontario, Alberta and British Columbia) and at any time includes the United States of America if the Corporation has previously registered any securities pursuant to applicable securities Laws. (r) "Laws" means all laws, statutes, by-laws, rules, regulations, orders, decrees, ordinances, protocols, codes, guidelines, policies, notices, directions and judgements or other requirements of any Agency, including the Canadian Securities Act, the U.S. Securities Act and the Exchange Act. (s) "Matching Notice" shall have the meaning ascribed thereto in Section 5.2(b). (t) "Matching Offer" shall have the meaning ascribed thereto in Section 5.2(d). (u) "Matching Right Transaction" means an offer to effect any transaction (by purchase, merger, amalgamation, arrangement, business combination, liquidation, dissolution, recapitalization, take-over bid or otherwise) that could result in any person (or group of persons) other than the Investor or its affiliates acquiring (a) assets of the Corporation and/or its Subsidiaries that are, individually or in the aggregate, material to the Corporation or any of its Subsidiaries, or (b) 20% or more of the equity of, or voting rights in respect of, (or rights thereto) the Corporation or any of its Subsidiaries. (v) "Minimum Amount" has the meaning ascribed thereto in Section 3.1(c). (w) "Outstanding Rights" means the rights to acquire Common Shares set out in Schedule 1.1(w). (x) "Parent" means USA Interactive, a corporation incorporated under the laws of Delaware and any successors thereto. (y) "person" means an individual, corporation, incorporated or unincorporated association, syndicate or organization, partnership, trust, trustee, executor, administrator or other legal representative. (z) "Pre-emptive Right" has the meaning ascribed thereto in Section 4.1 (a). (aa) "Preferred Share" has the meaning ascribed thereto in the recitals to this Agreement. (bb) "Registrable Securities" has the meaning ascribed thereto in Section 3.1(a). (cc) "Registration Expenses" shall mean all expenses incurred by the Corporation in complying with Sections 3.1 or 3.2, including, without limitation, all registration,

-4filing and qualification fees, printing expenses, accounting fees, state Blue Sky fees and expenses and fees and disbursements of counsel for the Corporation. (dd) "Registration Statement" means a registration statement filed by the Corporation with the U.S. Commission for a public offering and sale of securities of the Corporation (other than a registration statement on Form S-8, Form F-8, Form S-4, or Form F-4 or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation).

-4filing and qualification fees, printing expenses, accounting fees, state Blue Sky fees and expenses and fees and disbursements of counsel for the Corporation. (dd) "Registration Statement" means a registration statement filed by the Corporation with the U.S. Commission for a public offering and sale of securities of the Corporation (other than a registration statement on Form S-8, Form F-8, Form S-4, or Form F-4 or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation). (ee) "Response Period" shall have the meaning ascribed thereto in Section 5.2(c). (ff) "Second Response Period shall have the meaning ascribed thereto in Section 5.3(c). (gg) "Securities Regulators" shall mean the Canadian and U.S. securities regulatory authorities. (hh) "Selling Expenses" shall mean, with respect to any sale of Registrable Securities effected pursuant to Article III hereof, all underwriting fees and selling commissions applicable to such sale. (ii) "Subscription Agreement" means the subscription agreement, dated March 21, 2003, pursuant to which the Investor subscribed for the Preferred Share and the Warrants. (jj) "Subsidiaries" means, in respect of a person, each of the corporate entities, partnerships and other entities over which it exercises direction or control. (kk) "Transfer" means to directly or indirectly sell, give, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of in any manner whatsoever. (ll) "U.S. Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the U.S. Securities Act. (mm) "U.S. Securities Act" means the United States Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the U.S. Commission issued under such Act, as they each may, from time to time, be in effect. (nn) "U.S. Prospectus" means the prospectus included in any Registration Statement, as amended or supplemented by an amendment or prospectus supplement, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such U.S. Prospectus. (oo) "Warrants" has the meaning ascribed thereto in the recitals to this Agreement.

-5ARTICLE II RESTRICTIONS ON ADDITIONAL REGISTRATION RIGHTS 2.1 REGISTRATION RIGHTS AGREEMENTS. The Corporation represents and warrants that, other than certain registration rights provided to CIBC Capital Partners pursuant to an Amended and Restated Convertible Debenture (the "CIBC Debenture") in the original principal amount of $6,000,000 issued by the Corporation on March 15, 2001 and amended and restated on February 8, 2002, no person has any right to require the Corporation to qualify for distribution or register the sale of any securities under any applicable securities Laws and the Corporation covenants that it will not grant or permit to exist any such right, other than under the CIBC Debenture, during the term of this Agreement. ARTICLE III

-5ARTICLE II RESTRICTIONS ON ADDITIONAL REGISTRATION RIGHTS 2.1 REGISTRATION RIGHTS AGREEMENTS. The Corporation represents and warrants that, other than certain registration rights provided to CIBC Capital Partners pursuant to an Amended and Restated Convertible Debenture (the "CIBC Debenture") in the original principal amount of $6,000,000 issued by the Corporation on March 15, 2001 and amended and restated on February 8, 2002, no person has any right to require the Corporation to qualify for distribution or register the sale of any securities under any applicable securities Laws and the Corporation covenants that it will not grant or permit to exist any such right, other than under the CIBC Debenture, during the term of this Agreement. ARTICLE III REGISTRATION RIGHTS 3.1 DEMAND REGISTRATION. (a) Subject to the conditions of this Section 3.1, if the Investor delivers to the Corporation a written request that the Corporation file a Registration Statement or file and obtain a receipt for a (final) Canadian Prospectus to qualify the distribution of or register in the Jurisdictions the Common Shares held or to be held by the Investor (including, without limitation, the Common Shares issued or issuable on the conversion of the Preferred Share and the exercise of the Warrants, and, for the purposes of this Article III, shares that are issued or distributed to the Investor in respect of the Common Shares by way of conversion, stock dividends or stock split or other distribution, recapitalization or reclassification) (the "Registrable Securities") then the Corporation shall, subject to the limitations of this Section 3.1, use its best efforts to file, as soon as practicable and in any event within twenty (20) Business Days a preliminary Canadian Prospectus or a Registration Statement with respect to the subject Registrable Securities and use its best efforts to cause such preliminary Canadian Prospectus to be cleared and a receipt for a final Canadian Prospectus to be obtained as soon as practicable thereafter. The qualification and/or registration of Registrable Securities pursuant to this Article III, as the case may be, is sometimes referred to in this Agreement as either a "qualification" or a "registration". (b) If the Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, the Investor shall so advise the Corporation as a part of its request made pursuant to Section 3.1(a). The Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting (which underwriter or underwriters shall be reasonably acceptable to the Corporation). Notwithstanding any other provision of Section 3.1, if the underwriter advises the Corporation that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Corporation shall so advise the Investor, and the number of shares that may be included in the underwriting shall be reduced accordingly; provided, however, that the number of shares of

-6Registrable Securities to be included in such underwriting shall not be reduced unless all other securities of the Corporation are first entirely excluded from the underwriting. If the number of Registrable Securities requested to be registered pursuant to Section 3.1(a), but that are excluded from registration pursuant to this Section 3.1(b), is equal to or greater than thirty percent (30%) of the total number of Registrable Securities requested to be so registered, then such registration by the Corporation shall not count as a registration for the purposes of Section 3.l(c)(iii). (c) The Corporation shall not be required to effect a registration pursuant to this Section 3.1: (i) prior to that date that is the one year anniversary of the date hereof; or (ii) unless the number of Registrable Securities to be included in such registration is not less than the greater of (the "Minimum Amount"):

-6Registrable Securities to be included in such underwriting shall not be reduced unless all other securities of the Corporation are first entirely excluded from the underwriting. If the number of Registrable Securities requested to be registered pursuant to Section 3.1(a), but that are excluded from registration pursuant to this Section 3.1(b), is equal to or greater than thirty percent (30%) of the total number of Registrable Securities requested to be so registered, then such registration by the Corporation shall not count as a registration for the purposes of Section 3.l(c)(iii). (c) The Corporation shall not be required to effect a registration pursuant to this Section 3.1: (i) prior to that date that is the one year anniversary of the date hereof; or (ii) unless the number of Registrable Securities to be included in such registration is not less than the greater of (the "Minimum Amount"): (A) 25% of the aggregate number of Registrable Securities held by the Investor and its affiliates at the time of delivery of a request for registration of Registrable Securities; and (B) such number of Registrable Securities as is required to effect a distribution of Common Shares pursuant to such registration of at least $2,500,000; or (iii) if a registration has been completed within the preceding six (6) month period; or (iv) if the Corporation shall furnish to the Investor a certificate signed by the Chief Executive Officer of the Corporation stating that in the good faith judgment of the Board of Directors, in accordance with the advice of applicable counsel, it would be materially detrimental to the Corporation and its shareholders (including, without limitation, materially interfering with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Corporation or any of its Subsidiaries for which a letter of intent has been entered into and the disclosure of which would be required in any Canadian Prospectus or Registration Statement utilized in a registration) for such registration to be effected at such time, in which event the Corporation shall have the right to defer such preparation and filing for a period of not more than ninety (90) days after receipt of the request of the Investor; provided that such right to delay a request shall be exercised by the Corporation not more than once per request for registration of Registrable Securities. 3.2 PIGGYBACK REGISTRATIONS. (a) The Corporation shall promptly notify (which notice shall indicate an outside date for the proposed distribution) the Investor in writing if the Corporation proposes to distribute securities by way of a Registration Statement or a Canadian

-7Prospectus (including, but not limited to, Registration Statements or Canadian Prospectuses relating to secondary offerings of securities of the Corporation) (other than a Registration Statement or Canadian Prospectus filed pursuant to Section 3.1), and will afford the Investor an opportunity to include in such Registration Statement or Canadian Prospectus not less than the Minimum Amount of the Registrable Securities. If the Investor desires to have included in such Registration Statement or such Canadian Prospectus not less than the Minimum Amount of the Registrable Securities, it shall, within ten (10) Business Days after the above-described notice from the Corporation, so notify the Corporation in writing. Such notice shall state the intended method of disposition of the Registrable Securities by the Investor. If the Investor decides not to include all of its Registrable Securities in any Registration Statement or Canadian Prospectus thereafter filed by the Corporation, the Investor shall nevertheless continue to have the right to include not less than the Minimum Amount of Registrable Securities in any subsequent Registration Statement or Canadian Prospectus as may be filed by the Corporation with respect to offerings of its securities, all upon the terms and conditions set forth herein. Nothing contained in this Section 3.2 shall in any way be construed so as to limit any of the Investor's rights under Section 3.1.

-7Prospectus (including, but not limited to, Registration Statements or Canadian Prospectuses relating to secondary offerings of securities of the Corporation) (other than a Registration Statement or Canadian Prospectus filed pursuant to Section 3.1), and will afford the Investor an opportunity to include in such Registration Statement or Canadian Prospectus not less than the Minimum Amount of the Registrable Securities. If the Investor desires to have included in such Registration Statement or such Canadian Prospectus not less than the Minimum Amount of the Registrable Securities, it shall, within ten (10) Business Days after the above-described notice from the Corporation, so notify the Corporation in writing. Such notice shall state the intended method of disposition of the Registrable Securities by the Investor. If the Investor decides not to include all of its Registrable Securities in any Registration Statement or Canadian Prospectus thereafter filed by the Corporation, the Investor shall nevertheless continue to have the right to include not less than the Minimum Amount of Registrable Securities in any subsequent Registration Statement or Canadian Prospectus as may be filed by the Corporation with respect to offerings of its securities, all upon the terms and conditions set forth herein. Nothing contained in this Section 3.2 shall in any way be construed so as to limit any of the Investor's rights under Section 3.1. (b) If the Canadian Prospectus or Registration Statement in respect of which the Corporation gives notice under this Section 3.2 is for an underwritten offering, the Corporation shall so advise the Investor. In such event, the right of the Investor to have Registrable Securities qualified for distribution by the Canadian Prospectus or included in the Registration Statement pursuant to this Section 3.2 shall be conditioned upon the Investor's participation in such underwriting and the inclusion of the Registrable Securities in the underwriting to the extent provided herein. If the Investor proposes to distribute its Registrable Securities through such underwriting, it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Corporation. Notwithstanding any other provision of this Agreement, if the underwriter determines in its sole discretion that marketing factors make it advisable to limit the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, (i) if such Canadian Prospectus or Registration Statement filing was initiated by the Corporation in respect of an offering of treasury securities, then first to the Corporation and second to the Investor and any selling shareholder pursuant to rights granted in the CIBC Debenture on a pro rata basis, (ii) if such Canadian Prospectus or Registration Statement filing was initiated by a selling shareholder in respect of a secondary offering pursuant to a right to require the Corporation to file a Canadian Prospectus or a Registration Statement under the CIBC Debenture, then first to such initiating selling shareholder, second to the Investor and third to the Corporation, or (iii) in such manner as may be agreed among the Corporation and any selling shareholders. If the Investor disapproves of the terms of any such underwriting or the amount of securities of the Investor included in the qualification or registration is reduced below 30% of the Registrable Securities it had proposed to include in such qualification or registration, the Investor may elect to withdraw therefrom by written notice to the Corporation and the

-8underwriter, delivered at least fifteen (15) Business Days prior to the filing of the (final) Canadian Prospectus or the effective date of the Registration Statement. (c) The Corporation shall have the right to terminate or withdraw any qualification or registration initiated by it under this Section 3.2 prior to the effectiveness of such qualification or registration, upon notice to the Investor, whether or not the Investor has elected to include Registrable Securities in such qualification or registration. Notwithstanding anything else contained herein, the Registration Expenses and Selling Expenses in connection with such qualification or registration shall be borne by the Corporation. (d) Subject to the approval of the managing underwriter as to the size of its participation, the Corporation shall be entitled to include in any Canadian Prospectus or Registration Statement filed pursuant to a registration request under Section 3.1 in respect of an underwritten offering, Common Shares to be sold by the Corporation for its own account. 3.3 EXPENSES OF REGISTRATION. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration,

-8underwriter, delivered at least fifteen (15) Business Days prior to the filing of the (final) Canadian Prospectus or the effective date of the Registration Statement. (c) The Corporation shall have the right to terminate or withdraw any qualification or registration initiated by it under this Section 3.2 prior to the effectiveness of such qualification or registration, upon notice to the Investor, whether or not the Investor has elected to include Registrable Securities in such qualification or registration. Notwithstanding anything else contained herein, the Registration Expenses and Selling Expenses in connection with such qualification or registration shall be borne by the Corporation. (d) Subject to the approval of the managing underwriter as to the size of its participation, the Corporation shall be entitled to include in any Canadian Prospectus or Registration Statement filed pursuant to a registration request under Section 3.1 in respect of an underwritten offering, Common Shares to be sold by the Corporation for its own account. 3.3 EXPENSES OF REGISTRATION. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Sections 3.1 and 3.2 shall be borne as follows: (a) if initiated prior to the date that is six (6) years following the date hereof, by the Corporation; and (b) if initiated on or after the date that is six (6) years following the date hereof, all Registration Expenses shall be borne by the Corporation, other than an amount equal to the Investor's pro rata portion thereof in accordance with the proceeds received by the Investor in such registration or qualification, which amount shall be borne by the Investor. All Selling Expenses incurred in connection with any registration or qualification pursuant to Sections 3.1 and 3.2 shall be borne by the participants in such registration or qualification pro rata in accordance with the proceeds received by such participants in such registration or qualification. 3.4 OBLIGATION OF THE CORPORATION. Whenever required to effect the qualification or registration of any Registrable Securities, the Corporation shall, as soon as reasonably practicable: (a) prepare and file with the Securities Regulators in the Jurisdictions in which the Registrable Securities are to be distributed a Registration Statement or a preliminary Canadian Prospectus with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective or such preliminary Canadian Prospectus to be cleared and a receipt for a final prospectus to be obtained within one hundred and twenty (120) days thereafter, and, upon the request of the Investor, provided the Investor is

-9holding Registrable Securities qualified thereunder, keep such Canadian Prospectus or Registration Statement effective for up to one hundred and eighty days (180) or, if earlier, until the Investor has completed the distribution related thereto; (b) prepare and file with the Securities Regulators in the Jurisdictions referred to in Section 3.4(a) such amendments and supplements to the Registration Statement and the U.S. Prospectus included therein or Canadian Prospectus used in connection with such registration and qualification as may be necessary to comply with the provisions of the applicable securities Laws with respect to the disposition of all securities covered by such Canadian Prospectus or Registration Statement for the period set forth in Section 3.4(a); (c) furnish to the Investor such number of copies of the U.S. Prospectus, including any preliminary U.S. Prospectus, or such number of copies of the Canadian Prospectus, in the English and, if applicable, French language, including a preliminary Canadian Prospectus, in conformity with the requirements of the applicable

-9holding Registrable Securities qualified thereunder, keep such Canadian Prospectus or Registration Statement effective for up to one hundred and eighty days (180) or, if earlier, until the Investor has completed the distribution related thereto; (b) prepare and file with the Securities Regulators in the Jurisdictions referred to in Section 3.4(a) such amendments and supplements to the Registration Statement and the U.S. Prospectus included therein or Canadian Prospectus used in connection with such registration and qualification as may be necessary to comply with the provisions of the applicable securities Laws with respect to the disposition of all securities covered by such Canadian Prospectus or Registration Statement for the period set forth in Section 3.4(a); (c) furnish to the Investor such number of copies of the U.S. Prospectus, including any preliminary U.S. Prospectus, or such number of copies of the Canadian Prospectus, in the English and, if applicable, French language, including a preliminary Canadian Prospectus, in conformity with the requirements of the applicable securities Laws, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Securities owned by it; (d) use all commercially reasonable efforts to register and qualify the securities covered by such Canadian Prospectus or Registration Statement under such other securities laws of such other jurisdictions (for greater certainty, other than the Jurisdictions) as shall be reasonably requested by the Investor provided that (i) notwithstanding Section 3.3, all Registration Expenses incurred in connection with such registration and qualification and all expenses that may thereafter be incurred by the Corporation as a result of complying with any ongoing requirements under applicable Laws that the Corporation was not subject to prior to such registration or qualification in such other jurisdiction (the "Ongoing Expenses") shall be borne by the participants in such registration or qualification pro rata in accordance with the proceeds received by such participants in such registration or qualification (provided, however, if the Corporation participates in such registration, then the Ongoing Expenses shall be borne entirely by the Corporation, or if the Corporation at any time otherwise registers or qualifies any securities in such jurisdiction, the Ongoing Expenses shall thereafter be borne entirely by the Corporation), and (ii) the average closing price of the Common Shares, on the stock exchange or quotation system on which they are then listed, for the forty (40) trading days preceding such request is not less than US$1.00; (e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering; (f) notify the Investor if a U.S. Prospectus or Canadian Prospectus relating to Registrable Securities, as then in effect, to its knowledge, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and, as promptly as practicable, prepare and file

-10with the applicable Securities Regulators an amendment to such U.S. Prospectus or amend or supplement such Canadian Prospectus such that such U.S. Prospectus or Canadian Prospectus, as so amended, shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and, as promptly as is practicable, furnish to the Investor a reasonable number of copies of the supplement to or the amendment of such U.S. Prospectus or Canadian Prospectus; (g) promptly notify the Investor (i) when a Registration Statement relating to Registrable Securities has become effective or any supplement to or amendment of any U.S. Prospectus forming a part of such Registration Statement has been filed, (ii) when a receipt is obtained for a (final) Canadian Prospectus relating to Registrable Securities, (iii) when any amendment of or supplement to a Canadian Prospectus relating to Registrable Securities shall have been filed, (iv) of any request by the applicable Securities Regulators to amend or supplement such Registration Statement, U.S. Prospectus or Canadian Prospectus or for additional information, (v) of the issuance by the Securities

-10with the applicable Securities Regulators an amendment to such U.S. Prospectus or amend or supplement such Canadian Prospectus such that such U.S. Prospectus or Canadian Prospectus, as so amended, shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and, as promptly as is practicable, furnish to the Investor a reasonable number of copies of the supplement to or the amendment of such U.S. Prospectus or Canadian Prospectus; (g) promptly notify the Investor (i) when a Registration Statement relating to Registrable Securities has become effective or any supplement to or amendment of any U.S. Prospectus forming a part of such Registration Statement has been filed, (ii) when a receipt is obtained for a (final) Canadian Prospectus relating to Registrable Securities, (iii) when any amendment of or supplement to a Canadian Prospectus relating to Registrable Securities shall have been filed, (iv) of any request by the applicable Securities Regulators to amend or supplement such Registration Statement, U.S. Prospectus or Canadian Prospectus or for additional information, (v) of the issuance by the Securities Regulators of any order preventing or suspending the use of any preliminary Canadian Prospectus or U.S. Prospectus, and (vi) of the suspension of the qualification of such securities for offering or sale in any jurisdiction, or of the institution of any proceedings for any such purposes; (h) use commercially reasonable efforts (i) to list such securities on any securities exchange and automated quotation system on which the Common Shares are then listed or, if no Common Shares are then listed, on an exchange or automated quotation system selected by the Corporation, if such listing is then permitted under the rules of such exchange or automated quotation system, (ii) to provide a transfer agent and registrar for such Registrable Securities not later than the date of the receipt for the (final) Canadian Prospectus or the effective date of the Registration Statement relating to such securities, and (iii) to obtain a CUSIP number for the Registrable Securities; (i) use commercially reasonable efforts to obtain the lifting of any order that might be issued preventing or suspending the use of any preliminary Canadian Prospectus or U.S. Prospectus; (j) use commercially reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) opinions, dated as of such date, of the counsel representing the Corporation for the purposes of such prospectus, in form and substance as is customarily given to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any; and

-11(k) cooperate in reasonable marketing efforts, including participation by senior executives of the Corporation in any "roadshow" or similar meeting with potential investors, in order to expedite or facilitate the disposition of the Registrable Securities. 3.5 MISCELLANEOUS. The Corporation may require the Investor, in connection with a prospectus relating to Registrable Securities, to: (a) furnish to the Corporation such information regarding such seller and the distribution of such securities as the Corporation may from time to time reasonably request in writing and as shall be required by Law in connection therewith; (b) execute any certificate forming part of a preliminary Canadian Prospectus, final Canadian Prospectus, amendment or supplement thereto to be filed with the applicable Securities Regulators; (c) notify the Corporation if a Canadian Prospectus or U.S. Prospectus relating to Registrable Securities, as then in effect, to the knowledge of the Investor, would include an untrue statement of a material fact or omit to state a

-11(k) cooperate in reasonable marketing efforts, including participation by senior executives of the Corporation in any "roadshow" or similar meeting with potential investors, in order to expedite or facilitate the disposition of the Registrable Securities. 3.5 MISCELLANEOUS. The Corporation may require the Investor, in connection with a prospectus relating to Registrable Securities, to: (a) furnish to the Corporation such information regarding such seller and the distribution of such securities as the Corporation may from time to time reasonably request in writing and as shall be required by Law in connection therewith; (b) execute any certificate forming part of a preliminary Canadian Prospectus, final Canadian Prospectus, amendment or supplement thereto to be filed with the applicable Securities Regulators; (c) notify the Corporation if a Canadian Prospectus or U.S. Prospectus relating to Registrable Securities, as then in effect, to the knowledge of the Investor, would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, insofar as such facts or statements were provided by or relate to the Investor, provided that the Corporation shall, at all times during the preparation of any Canadian Prospectus or U.S. Prospectus in respect of Registrable Securities, keep the Investor fully apprised of all developments in respect of the registration of Registrable Securities and shall provide the Investor with the right to review and participate in the preparation of such Canadian Prospectus or U.S. Prospectus prior to the filing thereof; (d) not breach any applicable published policies, rules and regulations of the applicable Securities Regulators and any stock exchange, automated quotation system and over-the-counter market on which the Common Shares are then listed or quoted; and (e) not take any action that would reasonably be expected to restrain, enjoin, materially hinder or materially delay any registration or prospectus qualification under the securities Laws as the result of any disagreement that may arise with respect to the interpretation of this Agreement, and the Investor agrees not to do so. 3.6 INDEMNIFICATION. (a) In the event that any Registrable Securities are registered or qualified for distribution by way of a Canadian Prospectus or Registration Statement filed with the Securities Regulators pursuant to this Article III, the Corporation will indemnify and hold harmless the seller of such securities, its directors, officers,

-12and employees and each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities, and each person, if any, who controls such seller or underwriter within the meaning of the U.S. Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such seller or any such director, officer, employee or participating person may become subject under the applicable securities Laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any Registration Statement, including any preliminary or final U.S. Prospectus contained therein, or any preliminary Canadian Prospectus or final Canadian Prospectus, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state a fact required to be stated in any Registration Statement, including any preliminary or final U.S. Prospectus contained herein, or any preliminary Canadian Prospectus or final Canadian Prospectus, amendment or supplement or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Corporation of any applicable securities Laws; and the Corporation will reimburse such seller and each such director, officer, employee and participating person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Corporation shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or

-12and employees and each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities, and each person, if any, who controls such seller or underwriter within the meaning of the U.S. Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such seller or any such director, officer, employee or participating person may become subject under the applicable securities Laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any Registration Statement, including any preliminary or final U.S. Prospectus contained therein, or any preliminary Canadian Prospectus or final Canadian Prospectus, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state a fact required to be stated in any Registration Statement, including any preliminary or final U.S. Prospectus contained herein, or any preliminary Canadian Prospectus or final Canadian Prospectus, amendment or supplement or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Corporation of any applicable securities Laws; and the Corporation will reimburse such seller and each such director, officer, employee and participating person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Corporation shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or omission made in any such Registration Statement, including any preliminary or final U.S. Prospectus contained herein, or any preliminary Canadian Prospectus, final Canadian Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by such seller or participating person expressly for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, employee or participating person and shall survive the transfer of such securities by such seller. (b) In the event that any Registrable Securities are registered or qualified for distribution by way of a Canadian Prospectus or Registration Statement filed with the Securities Regulators pursuant to this Article III, each of the prospective sellers of such securities will indemnify and hold harmless the Corporation, each director of the Corporation, each officer of the Corporation who shall sign such Registration Statement or Canadian Prospectus, and each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities, and each person, if any, who controls the Corporation or any such underwriter within the meaning of the U.S. Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Corporation or any such director, officer, employee or participating person may become subject under the applicable securities Laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any Registration Statement, including any preliminary or final U.S. Prospectus contained therein, or any preliminary

-13Canadian Prospectus or final Canadian Prospectus, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation by such seller expressly for use in the preparation of such Registration Statement, including any preliminary or final U.S. Prospectus contained herein, or any preliminary Canadian Prospectus, final Canadian Prospectus, amendment or supplement, or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such Registration Statement, including any preliminary or final U.S. Prospectus contained therein, or any preliminary Canadian Prospectus, final Canadian Prospectus, amendment or supplement or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the seller of any applicable securities Laws; and the seller will reimburse the Corporation and each such director, officer, employee and participating person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net proceeds received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement or Canadian Prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Corporation or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding

-13Canadian Prospectus or final Canadian Prospectus, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Corporation by such seller expressly for use in the preparation of such Registration Statement, including any preliminary or final U.S. Prospectus contained herein, or any preliminary Canadian Prospectus, final Canadian Prospectus, amendment or supplement, or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such Registration Statement, including any preliminary or final U.S. Prospectus contained therein, or any preliminary Canadian Prospectus, final Canadian Prospectus, amendment or supplement or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the seller of any applicable securities Laws; and the seller will reimburse the Corporation and each such director, officer, employee and participating person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net proceeds received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such Registration Statement or Canadian Prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Corporation or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding paragraphs of this Section 3.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunder, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided therein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 3.6. In case any such action is brought against an indemnified party, the indemnified party will be entitled to assume the defence thereof by representatives of their own choosing and shall provide the indemnifying party with the right to participate in the defence of such Claim or co-defend such Claim, at the indemnifying party's own cost. No indemnifying party, in the defence of any such claim or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement, provided that any withholding of consent to any judgement or settlement involving an admission of wrongdoing shall not be considered unreasonable. The indemnified party will have the right to employ counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent the indemnified party and the fees and expenses of such counsel shall be paid as incurred by the indemnifying party. Each party will provide the other party reasonable access to all records and documents of the other in relation to any claim hereunder, other than any claim by one party or its affiliates against the other party or its affiliates.

-14(d) If for any reason the foregoing indemnity is unavailable, or is insufficient to hold harmless an indemnified party, other than by reason of the exceptions provided therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other from the offering of Registrable Securities (taking into account the portion of the proceeds of the offering realized by each such party), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentations shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. No party shall be liable for contribution under this Section 3.6(d) except to the extent and under such circumstances as such party would have been liable to indemnify under Sections 3.6(a) or 3.6(b) if such indemnification were enforceable under applicable law. (e) The obligations of the Corporation and the Investor under this Section 3.6 shall survive the completion of any offering of Registrable Securities in a Canadian Prospectus or Registration Statement under this Article III or otherwise.

-14(d) If for any reason the foregoing indemnity is unavailable, or is insufficient to hold harmless an indemnified party, other than by reason of the exceptions provided therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other from the offering of Registrable Securities (taking into account the portion of the proceeds of the offering realized by each such party), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentations shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. No party shall be liable for contribution under this Section 3.6(d) except to the extent and under such circumstances as such party would have been liable to indemnify under Sections 3.6(a) or 3.6(b) if such indemnification were enforceable under applicable law. (e) The obligations of the Corporation and the Investor under this Section 3.6 shall survive the completion of any offering of Registrable Securities in a Canadian Prospectus or Registration Statement under this Article III or otherwise. (f) As used in this Section 3.6, the terms "officers" and "directors" shall include the general partners of the holders of Registrable Securities which are partnerships and the trustees of the holders of Registrable Securities which are trusts. ARTICLE IV PRE-EMPTIVE RIGHTS 4.1 PRE-EMPTIVE RIGHTS. (a) If (and, for greater certainty, every time) the Corporation proposes to issue, grant or sell any securities, the Corporation shall first give to the Investor, on behalf of the Investor and its affiliates, written notice setting forth in reasonable detail the price and other terms on which such securities are proposed to be issued or sold, the terms of any such securities and the amount thereof proposed to be issued, granted or sold. The Investor and its affiliates shall thereafter have the pre-emptive right (the "Pre-emptive Right"), exercisable by written notice to the Corporation no later than fifteen (15) Business Days after the Corporation's notice is given, to purchase any or all of such securities as the Investor and its affiliates set forth in such notice (provided that if the Investor and its affiliates wish to exercise the Preemptive Right in respect of greater than 75% of the securities subject thereto, the Pre-Emptive Right must be exercised for 100% of such securities), at the price and on the other terms set forth in the Corporation's notice. Any notice by the Investor and its affiliates exercising the Pre-emptive

-15Right to purchase securities shall constitute a commitment to purchase from the Corporation the securities specified in such notice, subject only to obtaining any necessary regulatory approvals. If the Investor and its affiliates exercise the Preemptive Right to the full extent and thereby commits to purchase all of the securities proposed to be issued, granted or sold by the Corporation, then the closing of the purchase of securities by the Investor and its affiliates shall take place on such date, no less than ten (10) and no more than fifteen (15) Business Days after the expiration of the fifteen (15) Business Day period referred to above (or, if all necessary regulatory approvals have not been obtained or received upon the expiry of such period, then such period shall be extended until such time as all necessary regulatory approvals have been obtained or received), as the Corporation may select, and the Corporation shall notify the Investor on behalf of the Investor and its affiliates of such closing at least five (5) Business Days prior thereto. If the Investor and its affiliates do not exercise the Pre-emptive Right to the full extent and thereby commit to purchase less than all of the securities proposed to be issues, granted or sold by the Corporation or do not exercise the Pre-emptive Right in any way, and the Corporation proposes to issue, grant or sell securities to persons other than the Investor and its affiliates, then the closing of the purchase of such securities shall take place at the same time as the reasonable closing of such

-15Right to purchase securities shall constitute a commitment to purchase from the Corporation the securities specified in such notice, subject only to obtaining any necessary regulatory approvals. If the Investor and its affiliates exercise the Preemptive Right to the full extent and thereby commits to purchase all of the securities proposed to be issued, granted or sold by the Corporation, then the closing of the purchase of securities by the Investor and its affiliates shall take place on such date, no less than ten (10) and no more than fifteen (15) Business Days after the expiration of the fifteen (15) Business Day period referred to above (or, if all necessary regulatory approvals have not been obtained or received upon the expiry of such period, then such period shall be extended until such time as all necessary regulatory approvals have been obtained or received), as the Corporation may select, and the Corporation shall notify the Investor on behalf of the Investor and its affiliates of such closing at least five (5) Business Days prior thereto. If the Investor and its affiliates do not exercise the Pre-emptive Right to the full extent and thereby commit to purchase less than all of the securities proposed to be issues, granted or sold by the Corporation or do not exercise the Pre-emptive Right in any way, and the Corporation proposes to issue, grant or sell securities to persons other than the Investor and its affiliates, then the closing of the purchase of such securities shall take place at the same time as the reasonable closing of such issuance, grant or sale (or, if all necessary regulatory approvals have not been obtained or received at such time, then five (5) Business Days following all necessary regulatory approvals being obtained or received). (b) If not all securities proposed to be issued, granted or sold are purchased pursuant to Section 4.1(a), the Corporation shall use commercially reasonable efforts to issue, grant or sell the remaining subject securities on the terms set forth in its notice to the Investor, unless the Board of Directors determines in good faith that the remaining number or amount is too small to be reasonably sold. From the expiration of the fifteen (15) Business Day period first referred to in Section 4.1(a) and for a period of forty-five (45) Business Days thereafter, the Corporation may offer, issue, grant and sell (for greater certainty, the closing of such sale to take place within such forty-five (45) Business Day period) to any person or entity securities having the terms set forth in the Corporation's notice relating to such securities at a price and on other terms no less favourable to the Corporation than those set forth in such notice (without deduction for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, however, that the Corporation may not issue, grant or sell securities in an amount greater than the amount set forth in such notice minus the amount purchased or committed to be purchased by the Investor. For greater certainty, following the expiry of such forty-five (45) Business Day period, the Pre-emptive Right shall again apply to any and each issue, grant or sale of any securities by the Corporation. (c) Notwithstanding the foregoing provisions of this Section 4.1, the Pre-emptive Right shall not apply in respect of: (i) issuances of securities in the ordinary course of business pursuant to the Employee Option Plan, (ii) issuances of securities pursuant to the Outstanding Rights, including under the provisions attaching to the Series One Preferred Share of the Corporation or the CIBC

-16Debenture (as modified by the Consent and Amending Agreement), or (iii) issuances of securities pursuant to the exercise of rights to acquire such securities granted or issued after the date hereof with the consent of the Investor pursuant to Section 7.1(d). ARTICLE V MATCHING RIGHT 5.1 NOTIFICATION OF MATCHING RIGHT TRANSACTION. The Corporation shall immediately notify the Investor, at first orally and then promptly in writing, if management of the Corporation is considering recommending to the Board of Directors or the Board of Directors is otherwise considering a Matching Right Transaction. Subject to the Investor agreeing to requirements as to the confidentiality to be afforded in respect of the Matching Right Transaction that the person proposing such transaction may reasonably request (which, for greater certainty, shall not include any standstill or noncompetition requirements), such notice shall include a description of the material terms and conditions of the Matching Right Transaction, the status of the negotiations regarding the Matching Right Transaction, the identity

-16Debenture (as modified by the Consent and Amending Agreement), or (iii) issuances of securities pursuant to the exercise of rights to acquire such securities granted or issued after the date hereof with the consent of the Investor pursuant to Section 7.1(d). ARTICLE V MATCHING RIGHT 5.1 NOTIFICATION OF MATCHING RIGHT TRANSACTION. The Corporation shall immediately notify the Investor, at first orally and then promptly in writing, if management of the Corporation is considering recommending to the Board of Directors or the Board of Directors is otherwise considering a Matching Right Transaction. Subject to the Investor agreeing to requirements as to the confidentiality to be afforded in respect of the Matching Right Transaction that the person proposing such transaction may reasonably request (which, for greater certainty, shall not include any standstill or noncompetition requirements), such notice shall include a description of the material terms and conditions of the Matching Right Transaction, the status of the negotiations regarding the Matching Right Transaction, the identity of the third party proposing the Matching Right Transaction, inquiry or contact and such other details of and information relating to the Matching Right Transaction as the Investor may, in its sole discretion, request, and shall attach copies of all letters, agreements and other documentation (whether executed or in draft) in respect of such Matching Right Transaction. The Corporation shall further provide to the Investor access to all information provided to the person proposing the Matching Right Transaction or its representatives in connection with the Matching Right Transaction. Notwithstanding any other provision of this Agreement, the Corporation shall keep the Investor informed by way of further such notices of the status (including any change to the material terms) of any such Matching Right Transaction. The Corporation shall not enter into any non-disclosure agreement or other agreement with a person proposing a Matching Right Transaction that prohibits or restricts the Corporation from providing any information contemplated by this section to the Investor (who may provide any of such information to its and its affiliates' directors, officers, employees, financial advisors, legal counsel and other professional advisors). 5.2 MATCHING RIGHT Before the Board of Directors considers a Matching Right Transaction: (a) the Corporation shall have complied with its obligations under Sections 5.1 and 5.2; (b) the Corporation shall have provided written notice (the "Matching Notice") to the Investor of the bona fide intention of the Board of Directors to consider a Matching Right Transaction and confirmation that the Corporation has complied with its obligations under Sections 5.1 and 5.2; (c) a period (the "Response Period") of twelve (12) Business Days shall have elapsed from the date on which the Investor has received the Matching Notice; and

-17(d) the Board of Directors shall review, consider and discuss with its financial advisors and outside legal counsel and management of the Corporation the terms of any offer (the "Matching Offer") proposed by the Investor during the Response Period (which Matching Offer, for greater certainty, may include an offer of securities of the Investor or its affiliates). 5.3 ACCEPTANCE OF MATCHING RIGHT TRANSACTION. The Board of Directors may accept, approve or recommend or enter into an agreement, understanding or arrangement to implement a Matching Right Transaction only if: (a) the Corporation has complied with its obligations under Sections 5.1 and 5.2;

-17(d) the Board of Directors shall review, consider and discuss with its financial advisors and outside legal counsel and management of the Corporation the terms of any offer (the "Matching Offer") proposed by the Investor during the Response Period (which Matching Offer, for greater certainty, may include an offer of securities of the Investor or its affiliates). 5.3 ACCEPTANCE OF MATCHING RIGHT TRANSACTION. The Board of Directors may accept, approve or recommend or enter into an agreement, understanding or arrangement to implement a Matching Right Transaction only if: (a) the Corporation has complied with its obligations under Sections 5.1 and 5.2; (b) a period (the "Second Response Period") of ten (10) Business Days shall have elapsed from the date upon which the Investor received written notice from the Board of Directors that (i) the Board of Directors has determined by formal resolution, in good faith, acting reasonably and in the proper discharge of its fiduciary duties after considering any Matching Offer then proposed by the Investor (after consultation with its financial advisors and outside legal counsel), subject only to compliance with this Section 5.3, to accept, approve or recommend or enter into an agreement to implement the Matching Right Transaction, and (ii) the Corporation has complied with its obligations under Sections 5.1 and 5.2; and (c) the Board of Directors has considered every Matching Offer (including, for greater certainty, any revised Matching Offer delivered after the commencement of the Second Response Period) proposed by the Investor before the end of the Second Response Period and has determined by formal resolution, in good faith, acting reasonably and in the proper discharge of its fiduciary duties after consultation with its financial advisors and outside legal counsel, that the Matching Right Transaction is more favourable to the shareholders of the Corporation from a financial point of view than each such Matching Offer. Notwithstanding the foregoing, if a notice referred to in Section 5.3(b) is received by the Investor without a Matching Notice having been received by the Investor pursuant to Section 5.2(c) in connection with the applicable Matching Right Transaction, then the Second Response Period shall be twenty-two (22) Business Days instead of ten (10) Business Days. 5.4 UNSOLICITED TAKE-OVER BIDS. For greater certainty, in the event of a Matching Right Transaction that is an unsolicited takeover bid under applicable securities Laws, the provisions of Sections 5.2 and 5.3 shall not restrict the Board of Directors from the exercise of its obligation to issue a directors' circular in respect of a take-over bid pursuant to applicable securities Laws, provided that the provisions of this Article V, including for greater certainty, the time periods in Sections 5.2 and 5.3, shall otherwise continue to apply to the maximum extent, including that the Board of Directors shall, prior to entering into an agreement, understanding or arrangement to implement such a Matching Right Transaction, have considered every Matching Offer and shall have determined by formal resolution, in good faith, acting reasonably and in the proper discharge of its fiduciary duties

-18after consultation with its financial advisors and outside legal counsel, that the Matching Right Transaction is more favourable to the shareholders of the Corporation from a financial point of view than each Matching Offer. 5.5 NO BREAK FEE. In no event shall the Corporation or the Board of Directors take any action that could obligate the Corporation to pay or otherwise become liable for a "break fee", reimbursement or other inducement to pursue a Matching Right Transaction to a person proposing a Matching Right Transaction unless and until the expiry of the Second Response Period and the Board of Directors has determined in accordance with Section 5.3(c) that the Matching Right Transaction is more favourable to the shareholders of the Corporation from a financial point of view than each Matching Offer proposed by the Investor.

-18after consultation with its financial advisors and outside legal counsel, that the Matching Right Transaction is more favourable to the shareholders of the Corporation from a financial point of view than each Matching Offer. 5.5 NO BREAK FEE. In no event shall the Corporation or the Board of Directors take any action that could obligate the Corporation to pay or otherwise become liable for a "break fee", reimbursement or other inducement to pursue a Matching Right Transaction to a person proposing a Matching Right Transaction unless and until the expiry of the Second Response Period and the Board of Directors has determined in accordance with Section 5.3(c) that the Matching Right Transaction is more favourable to the shareholders of the Corporation from a financial point of view than each Matching Offer proposed by the Investor. 5.6 AMENDMENTS TO MATCHING RIGHT TRANSACTION. (a) Each successive amendment to the terms and conditions of any Matching Right Transaction that solely results in an increase in the amount of consideration to be received by the Corporation or its shareholders under the Matching Right Transaction shall extend the then current Response Period or Second Response Period, as the case may be, by five (5) Business Days; (b) For greater certainty, each successive amendment to the terms and conditions of any Matching Right Transaction other than an amendment referred to in Section 5.6(a) shall constitute a new Matching Right Transaction for the purposes of this Article V and, without limiting the foregoing, a new Response Period shall commence in respect of each such new Matching Right Transaction. 5.7 CIBC DEBENTURE Notwithstanding anything contained in this Article V, any receiver properly appointed pursuant to the provisions of the CIBC Debenture upon a default of any payment under the CIBC Debenture shall have no obligation under any provision of this Article V in respect of the sale of any assets of the Corporation and/or its Subsidiaries. ARTICLE VI BOARD OF DIRECTORS; GOVERNANCE 6.1 SIZE AND COMPOSITION OF BOARD OF DIRECTORS AND COMMITTEES. Effective as of the date of this Agreement, the Corporation shall use its best efforts to cause: (a) the Board of Directors to be comprised of not more that eleven (11) directors (including, without limitation, to cause an amendment to the articles of the Corporation to be approved at the next annual meeting or special meeting of shareholders of the Corporation to fix the maximum number of directors of the Corporation at eleven (11) directors);

-19(b) each committee of the Board of Directors and each committee of the boards of directors of the Corporation's Subsidiaries to be comprised of not more than four (4) directors (other than any independent committee formed in connection with matters that relate to the Investor or its affiliates); and (c) such members of the Board of Directors, each committee of the Board of Directors and each committee of the boards of directors of the Corporation's Subsidiaries, other than the nominees of the Investor, to be "resident Canadians" (as defined in the Act) to the extent necessary to at all times enable any nominees of the Investor to be non-residents of Canada. 6.2 BOARD OF DIRECTORS REPRESENTATION.

-19(b) each committee of the Board of Directors and each committee of the boards of directors of the Corporation's Subsidiaries to be comprised of not more than four (4) directors (other than any independent committee formed in connection with matters that relate to the Investor or its affiliates); and (c) such members of the Board of Directors, each committee of the Board of Directors and each committee of the boards of directors of the Corporation's Subsidiaries, other than the nominees of the Investor, to be "resident Canadians" (as defined in the Act) to the extent necessary to at all times enable any nominees of the Investor to be non-residents of Canada. 6.2 BOARD OF DIRECTORS REPRESENTATION. Following the conversion of the Preferred Share into Common Shares, for so long as the Investor or any affiliate of the Investor holds any Warrants and, in the event of the exercise of such Warrants in full by the Investor, until the first annual meeting following the exercise of all of such Warrants at which the Investor or an affiliate of the Investor may vote the Common Shares received upon such exercise of all the Warrants: (a) the Investor or such affiliate of the Investor shall, subject to compliance with applicable Laws with respect to qualification for service as a director, be entitled to nominate two (2) directors (the "Investor Directors") to stand for election to the Board of Directors and the Corporation shall use its best efforts to have the Investor Directors so elected to the Board of Directors; (b) except as required by applicable Laws regarding committees of boards of directors, to the extent that any committees of the Board of Directors are established, one (1) Investor Director shall be entitled to participate on each such committee, other than any independent committee formed in connection with matters that may relate to the Investor or its affiliates; (c) the Investor or such affiliate of the Investor shall, subject to compliance with applicable Laws with respect to qualification for service as a director, be entitled to nominate one (1) director to the Board of Directors of each Subsidiary of the Corporation, and the Corporation, as shareholder of such Subsidiaries, shall vote its shares and take all actions that may be required to ensure the election or appointment of the nominees contemplated by this Section 6.2(c); (d) except as required by applicable Laws regarding committees of boards of directors, to the extent that any committees of any board of directors of any Subsidiary of the Corporation are established, one (1) member of each such committee shall be the person nominated pursuant to Section 6.2(c), other than any independent committee formed in connection with matters that may relate to the Investor or its affiliates; and (e) if a vacancy is created on the Board of Directors or the board of directors of any of the Subsidiaries of the Corporation at any time by reason of death, disability, retirement, resignation, removal or otherwise of an Investor Director or the nominee of the investor or the affiliate of the Investor, as the case may be, the

-20Investor or such affiliate of the Investor shall be entitled to forthwith designate a successor director to fill the vacancy created thereby and the Corporation shall use its best efforts to have such successor director elected or appointed to the Board of Directors. 6.3 SHAREHOLDERS' MEETINGS. Not earlier than ninety (90) days prior to any shareholder meeting at which any Investor Director is to be elected, the Corporation shall request that the Investor provide it with the name of its proposed nominee(s) for election as a director of the Corporation and shall allow the Investor no less than ten (10) Business Days to respond. The Investor shall provide such name to the Corporation, accompanied by such other information as the Corporation may reasonably request, for inclusion in a management proxy circular, and the Corporation shall solicit proxies in favour of the nominee(s) of the Investor. If the Corporation does not approve of the person proposed or nominated by the Investor (which approval shall not be unreasonably or arbitrarily withheld), the Corporation

-20Investor or such affiliate of the Investor shall be entitled to forthwith designate a successor director to fill the vacancy created thereby and the Corporation shall use its best efforts to have such successor director elected or appointed to the Board of Directors. 6.3 SHAREHOLDERS' MEETINGS. Not earlier than ninety (90) days prior to any shareholder meeting at which any Investor Director is to be elected, the Corporation shall request that the Investor provide it with the name of its proposed nominee(s) for election as a director of the Corporation and shall allow the Investor no less than ten (10) Business Days to respond. The Investor shall provide such name to the Corporation, accompanied by such other information as the Corporation may reasonably request, for inclusion in a management proxy circular, and the Corporation shall solicit proxies in favour of the nominee(s) of the Investor. If the Corporation does not approve of the person proposed or nominated by the Investor (which approval shall not be unreasonably or arbitrarily withheld), the Corporation shall request the name of a new proposed nominee from the Investor. ARTICLE VII RIGHTS OF APPROVAL 7.1 RIGHTS OF APPROVAL. The Corporation covenants and agrees to and in favour of the Investor that, without the prior written approval of: (a) the holder of the Warrants, until such time as all of the Warrants are exercised or terminated; and (b) the Investor, for the period from the exercise of all of the Warrants until the first annual meeting of shareholders of the Corporation thereafter at which the Investor or affiliate of the Investor may vote the Common Shares received upon such exercise of all of the Warrants, the Corporation shall not, and shall not permit any of its Subsidiaries to: (c) except in compliance with Article V, enter into any transaction or series of related transactions whereby all or any material assets of the Corporation or its Subsidiaries (or, in the case of the Corporation, any of the securities of its Subsidiaries) would become the property of any other person (other than the Corporation or any of its wholly-owned Subsidiaries) whether by way of reorganization, consolidation, amalgamation, arrangement, winding-up, merger, transfer, sale, sale-leaseback or otherwise; (d) create any class or series of securities of the Corporation (including, without limitation, equity, debt or hybrid securities) or issue any securities of the Corporation other than pursuant to (i) the Outstanding Rights, (ii) options issued in the ordinary course pursuant to the Employee Option Plan and (iii) the exercise of rights to acquire such securities granted or issued after the date hereof with the consent of the Investor pursuant to this Section 7.1 (d);

-21(e) without limiting Section 7.1(d), create, incur, assume, or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any debt, other than in the ordinary course of business; (f) except in compliance with Article V, without limiting Section 7.1(d), propose or effect a capital restructuring, reorganization, amalgamation, merger, arrangement, continuation, liquidation, dissolution or winding-up or any other corporate reorganization or restructuring of the Corporation; (g) redeem, repurchase, purchase for cancellation or otherwise acquire for value any of its outstanding securities; or (h) cease to carry on in any material respect the business currently carried on by the Corporation and its Subsidiaries or engage in any business not currently carried on or undertaken by or reasonably related to the business currently carried on and undertaken by the Corporation or its Subsidiaries,

-21(e) without limiting Section 7.1(d), create, incur, assume, or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any debt, other than in the ordinary course of business; (f) except in compliance with Article V, without limiting Section 7.1(d), propose or effect a capital restructuring, reorganization, amalgamation, merger, arrangement, continuation, liquidation, dissolution or winding-up or any other corporate reorganization or restructuring of the Corporation; (g) redeem, repurchase, purchase for cancellation or otherwise acquire for value any of its outstanding securities; or (h) cease to carry on in any material respect the business currently carried on by the Corporation and its Subsidiaries or engage in any business not currently carried on or undertaken by or reasonably related to the business currently carried on and undertaken by the Corporation or its Subsidiaries, provided that no such approval shall be required for the Corporation to comply with its legal obligations under the terms (as they exist on the date hereof) of the Series One Preferred Share of the Corporation or the CIBC Debenture (as modified by the Consent and Amending Agreement), or for the holder of the Series One Preferred Share or the CIBC Debenture to exercise their rights thereunder. ARTICLE VIII INFORMATION RIGHTS AND OPERATIONAL COVENANTS 8.1 INFORMATION DELIVERED TO COMMON SHAREHOLDERS. The Corporation shall deliver to the Investor all financial statements, meeting materials, proxy and management information circulars and other information delivered to the holders of Common Shares, and such delivery to the Investor shall be made concurrently with delivery to the holders of Common Shares. 8.2 CASH FLOW MANAGEMENT. The Corporation shall, within thirty (30) days from the date hereof: (a) put into effect cash management procedures and policies to ensure that any funds received from third parties by the Corporation or any of its Subsidiaries in trust, deemed trust or implied trust shall not be used to finance the operations of the business of the Corporation or any of its Subsidiaries except in payment of obligations to the intended recipient or beneficiary of such trust, deemed trust or implied trust; and (b) take all necessary actions to ensure that as of the date hereof and for a period of 36 months following the date hereof the aggregate of (i) the Corporation's cash on hand (which includes cash received from customers that is payable to the Corporation's corporate partners) and cash due from but not yet received from any of the Corporation's credit card processing vendors is greater than (ii) the

-22aggregate of the Corporation's deposits categorized as liabilities (which includes liabilities in respect of cash received from customers that is payable to the Corporation's corporate partners). 8.3 USE OF PROCEEDS - ISSUANCE OF PREFERRED SHARE AND WARRANTS. The Corporation shall, within sixty (60) days from the date hereof, deliver to the Investor a plan describing the intended use of the proceeds of the issuance of the Preferred Share and the Warrants, and shall, following meaningful consultations with the Investor, submit such plan to the Board of Directors for approval. 8.4 USE OF PROCEEDS - EXERCISE OF WARRANTS.

-22aggregate of the Corporation's deposits categorized as liabilities (which includes liabilities in respect of cash received from customers that is payable to the Corporation's corporate partners). 8.3 USE OF PROCEEDS - ISSUANCE OF PREFERRED SHARE AND WARRANTS. The Corporation shall, within sixty (60) days from the date hereof, deliver to the Investor a plan describing the intended use of the proceeds of the issuance of the Preferred Share and the Warrants, and shall, following meaningful consultations with the Investor, submit such plan to the Board of Directors for approval. 8.4 USE OF PROCEEDS - EXERCISE OF WARRANTS. The Corporation shall, upon receipt of the proceeds received on exercise in full of the Warrants, use such proceeds to repay, on or before the date which is thirty (30) days following such exercise, all amounts owing under, and in accordance with, the terms of the CIBC Debenture and the Series One Preferred Share of the Corporation. ARTICLE IX MISCELLANEOUS 9.1 NO DEROGATION OF RIGHTS. The granting of any rights hereunder to the Investor, and the exercise thereof, shall in no way detract from or restrict the rights otherwise possessed by the Investor as a holder of securities of the Corporation, including, without limitation, the right of the Investor to exercise its ability to exercise the Warrants or its rights, voting or otherwise, as a shareholder of the Corporation. 9.2 TERM OF AGREEMENT. Except as specifically provided herein, this Agreement shall terminate upon the earlier of: (a) the written agreement of the Investor and the Corporation; (b) with respect to the provisions of this Agreement other than Article III, the earliest of: (i) the date which is thirty-one (31) days following the date on which the Investor or an affiliate of the Investor has exercised the Warrants in full; (ii) the date on which the Investor of an affiliate of the Investor no longer holds the Warrants; and (iii) the date on which the Warrants expire, unless exercised in full on or prior thereto, and with respect to Article III, together with the relevant provisions of Article I, until 5:01 p.m. (local time in Toronto) on March 31, 2013; and

-23(c) the date on which the Investor or any successor to the Investor hereunder ceases to be an affiliate of USA Interactive. 9.3 PUBLIC ANNOUNCEMENTS. The Corporation shall not make any press release or other public announcement concerning the transactions contemplated by this Agreement without the prior written consent of the Investor except as and to the extent that the Corporation shall be obligated to make any such disclosure under applicable Law and then only after reasonable consultation with the Investor regarding the basis of such obligation and the content of such press release or other public announcement. The Investor shall be entitled to make any such press release or other

-23(c) the date on which the Investor or any successor to the Investor hereunder ceases to be an affiliate of USA Interactive. 9.3 PUBLIC ANNOUNCEMENTS. The Corporation shall not make any press release or other public announcement concerning the transactions contemplated by this Agreement without the prior written consent of the Investor except as and to the extent that the Corporation shall be obligated to make any such disclosure under applicable Law and then only after reasonable consultation with the Investor regarding the basis of such obligation and the content of such press release or other public announcement. The Investor shall be entitled to make any such press release or other announcement without the consent of the Corporation provided that such release or announcement does not contain any misrepresentation or any misleading information pertaining to the Corporation or the transactions contemplated by this Agreement. 9.4 ASSIGNMENT. No assignment of this Agreement may be made by either party at any time, whether or not by operation of Law, without the other party's prior written consent; provided, however, the Investor may assign any of its rights hereunder to an affiliate of the Investor to whom the Preferred Share or Warrants are transferred without the Corporation's consent provided that such affiliate or other party expressly assumes in writing all of the Investor's obligations hereunder as if an original signatory hereto. 9.5 BINDING EFFECT. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by the Corporation and the Investor and their respective successors and permitted assigns. 9.6 TIME. Time shall be of the essence of this Agreement in each and every matter or thing herein provided. 9.7 NOTICES. (a) Each party shall give prompt notice to the other of any breach of its obligations under this Agreement, provided that no such notification shall affect the covenants or agreements of the parties under this Agreement. (b) Any notice or other communications required or permitted to be given under this Agreement shall be sufficiently given if delivered in person or if sent by facsimile transmission (provided such transmission is recorded as being transmitted successfully):

-24(i) in the case of the Investor, to the following address: Points Investments, Inc. c/o USA Interactive 152 West 57th Street, 42nd Floor New York, New York 10019 Telecopier: 212-977-3041 Attention: General Counsel with a copy to: Goodmans LLP 250 Yonge Street, Suite 2400 Toronto, Ontario M5B 2M6 Telecopier: 416-979-1234 Attention: Jonathan Lampe

-24(i) in the case of the Investor, to the following address: Points Investments, Inc. c/o USA Interactive 152 West 57th Street, 42nd Floor New York, New York 10019 Telecopier: 212-977-3041 Attention: General Counsel with a copy to: Goodmans LLP 250 Yonge Street, Suite 2400 Toronto, Ontario M5B 2M6 Telecopier: 416-979-1234 Attention: Jonathan Lampe (ii) in the case of the Corporation, to the following address: Points International Ltd., 134 Peter Street, Suite 300 Toronto, Ontario M5V 2H2 Telecopier: 416-595-6444 Attention: President with a copy to: Davies Ward Phillips & Vineberg LLP P.O. Box 63 44th Floor 1 First Canadian Place Toronto, Ontario M5X 1B1 Telecopier: 416-863-0871 Attention: William M. Ainley or at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this Section 9.7, and if so given the same shall be deemed to have been received on the date of such delivery or sending. 9.8 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party hereto irrevocably

-25submits to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect to any matter arising hereunder or related hereto. 9.9 INJUNCTIVE RELIEF. The parties agree that the remedy at law for any breach of the provisions of this Agreement will be inadequate and that the party that is not in breach, on any application to a court, shall be entitled, without the need to post any bond or provide any indemnity, to temporary and permanent injunctive relief, specific performance and any other equitable relief against the party or parties in breach of the provisions of this Agreement. 9.10 CURRENCY. Except as expressly indicated otherwise, all sums of money referred to in this Agreement are expressed and shall be payable in Canadian dollars. 9.11 ENTIRE AGREEMENT.

-25submits to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect to any matter arising hereunder or related hereto. 9.9 INJUNCTIVE RELIEF. The parties agree that the remedy at law for any breach of the provisions of this Agreement will be inadequate and that the party that is not in breach, on any application to a court, shall be entitled, without the need to post any bond or provide any indemnity, to temporary and permanent injunctive relief, specific performance and any other equitable relief against the party or parties in breach of the provisions of this Agreement. 9.10 CURRENCY. Except as expressly indicated otherwise, all sums of money referred to in this Agreement are expressed and shall be payable in Canadian dollars. 9.11 ENTIRE AGREEMENT. This Agreement, together with the Subscription Agreement and the Warrants, constitutes the entire agreement of the Corporation and the Investor with respect to the subject matter hereof, as of the date of this Agreement, and shall supersede all agreements, understanding, negotiations and discussions whether oral or written, between the parties with respect to the subject matter hereof on or prior to the date of this Agreement. 9.12 FURTHER ASSURANCES. Each party shall, from time to time, and at all times hereafter, at the request of the other party hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof. 9.13 WAIVERS AND MODIFICATIONS. The Corporation and the Investor may waive or consent to the modification of, in whole or in part, any inaccuracy of any representation or warranty made to it under this Agreement or in any document to be delivered pursuant to this Agreement and may waive or consent to the modification of any of the obligations contained in this Agreement for its benefit or waive or consent to the modification of any of the obligations of the other party. Any waiver or consent to the modification of any of the provisions of this Agreement, to be effective, must be in writing executed by the party granting such waiver or consent. 9.14 COUNTERPARTS. This Agreement may be signed in any number of counterparts (by facsimile or otherwise), each of which shall be deemed to be original and all of which, when taken together, shall be deemed to constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce more than one counterpart.

-269.15 DATE FOR ANY ACTION. In the event that any date on which any action is required to be taken under this Agreement by either of the parties hereto is not a Business Day, such actions shall be required to be taken on the next succeeding day which is a Business Day. 9.16 CONSTRUCTION. In this Agreement: (a) words denoting the singular include the plural and vice versa and words denoting any gender include all

-269.15 DATE FOR ANY ACTION. In the event that any date on which any action is required to be taken under this Agreement by either of the parties hereto is not a Business Day, such actions shall be required to be taken on the next succeeding day which is a Business Day. 9.16 CONSTRUCTION. In this Agreement: (a) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (b) the words "including", "include", and "includes" shall mean "including without limitation", "include, without limitation" and "includes, without limitation", respectively; (c) any reference to a statute shall mean the statute in force as at the date hereof and any regulation in force thereunder, unless otherwise expressly provided; and (d) the use of headings is for convenience of reference only and shall not affect the construction of this Agreement. 9.17 INTERPRETATION. When a reference is made in this Agreement to a Section or Schedule, such reference shall be to a Section or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this agreement are for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this Agreement. 9.18 KNOWLEDGE. Where a statement is made "to the knowledge of" the Corporation or refers to information "known to" the Corporation, it is based on information available to any of the Chief Executive Officer, Chief Financial Officer and President of the Corporation after due enquiry. Those officers will be deemed to have "knowledge" of a particular fact or other matter if a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matters, including having had complete and thorough consultations with the Chief Technology Officer, General Counsel, Executive Vice-President Business Development, Executive Vice-President Marketing, and each of William Thompson and Iain Webster, or their successors. 9.19 SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the matters that are the subject of this Agreement is not affected in a manner materially adverse to

-27any party to this Agreement. Upon a determination by an Agency having jurisdiction that any term or other provision of this Agreement is invalid, illegal or incapable of being enforced, the Corporation and the Investor shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

-27any party to this Agreement. Upon a determination by an Agency having jurisdiction that any term or other provision of this Agreement is invalid, illegal or incapable of being enforced, the Corporation and the Investor shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. POINTS INVESTMENTS, INC.
By: /s/ Dan Marriott -----------------------------------Name: Dan Marriott Title: Vice President

USA INTERACTIVE
By: /s/ Dan Marriott -----------------------------------Name: Dan Marriott Title: Senior Vice President, Strategic Planning

POINTS INTERNATIONAL LTD.
By: /s/ Illegible -----------------------------------Name: ---------------------------------Title: ---------------------------------

By: /s/ Illegible -----------------------------------Name: ---------------------------------Title: ---------------------------------

-28SCHEDULE 1.1(W) OUTSTANDING RIGHTS TO ACQUIRE COMMON SHARES AS AT APRIL 11, 2003 See attached.

SCHEDULE 1.1 (W) RIGHTS TO ACQUIRE COMMON SHARES OF POINTS INTERNATIONAL LTD. (PIL) CIBC Debenture 18,908,070

-28SCHEDULE 1.1(W) OUTSTANDING RIGHTS TO ACQUIRE COMMON SHARES AS AT APRIL 11, 2003 See attached.

SCHEDULE 1.1 (W) RIGHTS TO ACQUIRE COMMON SHARES OF POINTS INTERNATIONAL LTD. (PIL) CIBC Debenture 18,908,070 Series One Preferred Preferred Share 1 PIL Options
Holder -----Richard Martin William Thompson Morley lvers Dena Kuzyk Darran Poole Adam Clark Chris Kashuba Sara Wenman Dan Degasperis Matthew Whiteside Michael Baruch James Redekop Ono De Melo Cori McVeigh Ryan Daum Maryam Salehabadi Laura Sonia Cathy Randy Meli Walia Rivard Rossi Date of Grant ------------28-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 15-Nov-02 15-Nov-02 15-Nov-02 15-Nov-02 26-Jun-02 26-Jun-02 26-Jun-02 26-Jun-02 26-Jun-02 26-Jun-02 17-Apr-02 05-Apr-02 05-Apr-02 2l-Feb-02 21-Feb-02 21-Feb-02 21-Feb-02 21-Feb-02 21-Feb-02 21-Feb-02 21-Feb-02 21-Feb-02 08-Feb-02 08-Feb-02 Options ------10,000 50,000 10,000 65,000 65,000 5,000 65,000 5,000 5,000 5,000 10,000 5,000 5,000 3,000 5,000 3,000 5,000 5,000 5,000 10,000 120,000 10,000 7,500 7,500 5,000 5,000 40,000 3,000 3,000 30,000 30,000 30,000 30,000 30,000 3,000 3,000 3,000 15,000 100,000 100,000 Exercise Price -------------$0.280 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.380 $0.280 $0.280 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.270 $0.270 Expiration Date ---------27-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 14-Nov-07 14-Nov-07 14-Nov-07 14-Nov-07 26-Jun-07 26-Jun-07 26-Jun-07 26-Jun-07 26-Jun-07 26-Jun-07 17-Apr-07 05-Apr-07 05-Apr-07 21-Feb-07 21-Feb-07 21-Feb-07 21-Feb-07 21-Feb-07 21-Feb-07 21-Feb-07 21-Feb-07 21-Feb-07 08-Feb-07 08-Feb-07

Iain Webster Matthew Whiteside Adam Clark Onofre De Melo James Redekop Sunil Kathakkal Morley Ivers Joanne Chupa Fatma Jahazi Jim Kranias John Orr John Thompson Doug Carty Rowland Fleming Bruno Lutterotti Erin Skrypnyk Jesse Johnson Darran Poole Doug Carly John Orr

SCHEDULE 1.1 (W) RIGHTS TO ACQUIRE COMMON SHARES OF POINTS INTERNATIONAL LTD. (PIL) CIBC Debenture 18,908,070 Series One Preferred Preferred Share 1 PIL Options
Holder -----Richard Martin William Thompson Morley lvers Dena Kuzyk Darran Poole Adam Clark Chris Kashuba Sara Wenman Dan Degasperis Matthew Whiteside Michael Baruch James Redekop Ono De Melo Cori McVeigh Ryan Daum Maryam Salehabadi Laura Sonia Cathy Randy Meli Walia Rivard Rossi Date of Grant ------------28-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 17-Feb-03 15-Nov-02 15-Nov-02 15-Nov-02 15-Nov-02 26-Jun-02 26-Jun-02 26-Jun-02 26-Jun-02 26-Jun-02 26-Jun-02 17-Apr-02 05-Apr-02 05-Apr-02 2l-Feb-02 21-Feb-02 21-Feb-02 21-Feb-02 21-Feb-02 21-Feb-02 21-Feb-02 21-Feb-02 21-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 Options ------10,000 50,000 10,000 65,000 65,000 5,000 65,000 5,000 5,000 5,000 10,000 5,000 5,000 3,000 5,000 3,000 5,000 5,000 5,000 10,000 120,000 10,000 7,500 7,500 5,000 5,000 40,000 3,000 3,000 30,000 30,000 30,000 30,000 30,000 3,000 3,000 3,000 15,000 100,000 100,000 100,000 100,000 100,000 90,000 20,000 20,000 20,000 20,000 20,000 80,000 120,000 10,000 10,000 15,000 10,000 Exercise Price -------------$0.280 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.220 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.380 $0.280 $0.280 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.270 $0.270 $0.270 $0.270 $0.270 $0.270 $0.270 $0.270 $0.270 $0.270 $0.270 $0.270 $0.270 $0.270 $0.270 $0.270 $0.270 Expiration Date ---------27-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 16-Feb-08 14-Nov-07 14-Nov-07 14-Nov-07 14-Nov-07 26-Jun-07 26-Jun-07 26-Jun-07 26-Jun-07 26-Jun-07 26-Jun-07 17-Apr-07 05-Apr-07 05-Apr-07 21-Feb-07 21-Feb-07 21-Feb-07 21-Feb-07 21-Feb-07 21-Feb-07 21-Feb-07 21-Feb-07 21-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07

Iain Webster Matthew Whiteside Adam Clark Onofre De Melo James Redekop Sunil Kathakkal Morley Ivers Joanne Chupa Fatma Jahazi Jim Kranias John Orr John Thompson Doug Carty Rowland Fleming Bruno Lutterotti Erin Skrypnyk Jesse Johnson Darran Poole Doug Carly John Orr John Thompson Marc Lavine Rowland Fleming Anne Parkinson Barbara Amster Bruce Chemel Diane Brisboise Don Tapscott Sanjeev Chandrasekharan Morley Ivers Moira Wright Sara Wenman Dan DeGasperis Dena Kuzyk David Balme

David Perlman Chris Kashuba Michael Baruch Tarek Sheta Andrew Isherwood Cori McVeigh Marc Lavine Stephen Yuzpe David Keeler John Levy

08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 07-May-01 07-May-01 03-Nov-00 05-Sep-00

7,500 15,000 15,000 5,000 3,000 3,000 637,500 33,750 250,000 25,000

$0.270 $0.270 $0.270 $0.270 $0.270 $0.270 $0.560 $0.560 $1.000 $0.690

08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 08-Feb-07 07-May-06 07-May-06 03-Nov-05 22-Aug-05

Page 1 of 3
Arif Bhalwani Bill Tharp Alexander Logie Rick Kojfman Eric Goodwin Roland Fleming Michael Mcmillan Gerald Bedrin Connor O'Brien Chris Loftus Marc Lavine Christopher Barnard Stephen Yuzpe Robert Munro Robert MacLean Vahan Kololian Grant McCutcheon Jim Kranias Humberto Acquino Stuart Berkowitz Bernard Jacond Norman Seagram Mandrake Management Consultants Bruce Powell, Senior Consultant at Mandrake Mark Atkins, Consultant at Mandrake Continental Communications Jean Dams Christopher Barnard Gowling Strathy & Henderson (Mary Martin) Geoff Rotstein Total PIL Options 14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 22-Mar-99 22-Mar-99 22-Mar-99 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 1,400 350,000 650,000 150,000 75,000 125,000 100,000 100,000 100,000 25,000 25,000 25,000 25,000 30,000 10,000 10,000 25,000 2,000 531,250 50,000 162,500 --------5,442,900 --------$0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.200 $0.200 $0.200 14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 22-Mar-04 22-Mar-04 22-Mar-04

PCI Options With Put Adjusted to PIL Shares Issuable
Holder -----Rob Maclean Jerry philip Steve Ogden Darlene Higbee-Clarkin Rob Maclean Jerry philip Steve Ogden Darlene Higbee-Clarkin B. Thompson C Vandaele Sacha Diab Marc Lavine Christopher Barnard Steve Yuzpe Dave Keeler Robert Munro Jim Kranias Date of Grant ------------31-Mar-00 31-Mar-00 31-Mar-00 09-Jul-00 31-Mar-00 31-Mar-00 31-Mar-00 09-Jul-00 13-Aug-00 01-Sep-00 20-Aug-00 17-Feb-00 17-Feb-00 17-Feb-00 17-Feb-00 17-Feb-00 17-Feb-00 Options --------1,060,745 655,567 655,567 655,567 988,120 752,854 752,854 262,850 306,658 216,337 144,225 135,211 135,211 99,155 --36,056 Exercise Price -------------$0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 Expiration Date ---------31-Mar-05 31-Mar-05 31-Mar-05 09-Jul-05 31-Mar-05 31-Mar-05 31-Mar-05 09-Jul-05 13-Aug-05 01-Sep-05 20-Aug-05 17-Feb-05 17-Feb-05 17-Feb-05 17-Feb-05 17-Feb-05 17-Feb-05

Arif Bhalwani Bill Tharp Alexander Logie Rick Kojfman Eric Goodwin Roland Fleming Michael Mcmillan Gerald Bedrin Connor O'Brien Chris Loftus Marc Lavine Christopher Barnard Stephen Yuzpe Robert Munro Robert MacLean Vahan Kololian Grant McCutcheon Jim Kranias Humberto Acquino Stuart Berkowitz Bernard Jacond Norman Seagram Mandrake Management Consultants Bruce Powell, Senior Consultant at Mandrake Mark Atkins, Consultant at Mandrake Continental Communications Jean Dams Christopher Barnard Gowling Strathy & Henderson (Mary Martin) Geoff Rotstein Total PIL Options

14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Mar-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 14-Feb-00 22-Mar-99 22-Mar-99 22-Mar-99

25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 1,400 350,000 650,000 150,000 75,000 125,000 100,000 100,000 100,000 25,000 25,000 25,000 25,000 30,000 10,000 10,000 25,000 2,000 531,250 50,000 162,500 --------5,442,900 ---------

$0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.200 $0.200 $0.200

14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Mar-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 14-Feb-05 22-Mar-04 22-Mar-04 22-Mar-04

PCI Options With Put Adjusted to PIL Shares Issuable
Holder -----Rob Maclean Jerry philip Steve Ogden Darlene Higbee-Clarkin Rob Maclean Jerry philip Steve Ogden Darlene Higbee-Clarkin B. Thompson C Vandaele Sacha Diab Marc Lavine Christopher Barnard Steve Yuzpe Dave Keeler Robert Munro Jim Kranias Vahan Koloian Grant McCutcheon Geoff Rotstein Delta between Option Agreements and TSXV Approval Total PIL Shares Issuable Date of Grant ------------31-Mar-00 31-Mar-00 31-Mar-00 09-Jul-00 31-Mar-00 31-Mar-00 31-Mar-00 09-Jul-00 13-Aug-00 01-Sep-00 20-Aug-00 17-Feb-00 17-Feb-00 17-Feb-00 17-Feb-00 17-Feb-00 17-Feb-00 17-Feb-00 17-Feb-00 17-Feb-00 Options --------1,060,745 655,567 655,567 655,567 988,120 752,854 752,854 262,850 306,658 216,337 144,225 135,211 135,211 99,155 --36,056 36,056 36,056 36,056 (126,207) --------6,838,938 --------Exercise Price -------------$0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 $0.005 Expiration Date ---------31-Mar-05 31-Mar-05 31-Mar-05 09-Jul-05 31-Mar-05 31-Mar-05 31-Mar-05 09-Jul-05 13-Aug-05 01-Sep-05 20-Aug-05 17-Feb-05 17-Feb-05 17-Feb-05 17-Feb-05 17-Feb-05 17-Feb-05 17-Feb-05 17-Feb-05 17-Feb-05

Warrants
Holder -----CIBC World Markets Kensington Capital Partners Limited Lawrence & Company Inc. Date of Grant ------------08-Feb-02 08-Feb-02 08-Feb-02 Warrants --------595,667 966,985 539,797 Exercise Price -------------$0.250 $0.250 $0.250 Expiration Date ---------15-Mar-06 30-Nov-04 30-Nov-04

-

John Thompson 1216752 Ontario Inc. Jeffery Shaul David Williams Gregory Cochrane Canada World Wide Trading Corp. Romajola Holdings Inc. Stephen Moore 1381931 Ontario Ltd. Mark Benadiba Davies Ward Phillips & Vineberg Kensington Securities Inc. Lauruss Investments Limited PFDL Investments Limited Permanent Developments Limited Casaral Inc. Shulwood Inc.

08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02 08-Feb-02

298,997 298,997 298,997 298,997 293,847 290,093 209,317 203,067 188,931 137,196 120,902 88,525 49,185 29,511 22,975 22,974 19,671

$0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250 $0.250

30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04 30-Nov-04

Page 2 of 3
Philip Lamb First Associates Investments Inc. Orbiz Kensington Securities Inc. Mallet Group Total Warrants 08-Feb-02 15-Feb-02 18-Jul-02 24-Jul-02 22-Oct-02 17,485 318,286 1,000,000 50,000 92,000 --------6,452,402 --------$0.250 $0.250 $0.250 $0.280 $0.280 30-Nov-04 15-Aug-03 18-Jul-05 08-Feb-04 21-Oct-04

Page 3 of 3

Exhibit 99.26 CONSENT AND AMENDMENT AGREEMENT MEMORANDUM OF AGREEMENT made as of the 21st day of March, 2003. BETWEEN: CIBC CAPITAL PARTNERS, a division of CANADIAN IMPERIAL BANK OF COMMERCE (hereinafter referred to as "CIBC") - and POINTS INTERNATIONAL LTD., a corporation continued under the laws of the Province of Ontario (hereinafter referred to as "Points") - and USA INTERACTIVE, a corporation incorporated under the laws of Delaware. (hereinafter referred to as "USAI") WHEREAS Points has issued to, and CIBC is the holder of, an 11% $6,000,000 convertible debenture, amended and restated as of February 8, 2002, (the "CIBC Debenture") and a series one preferred share in the capital of Points (the "Series One Share");

Philip Lamb First Associates Investments Inc. Orbiz Kensington Securities Inc. Mallet Group Total Warrants

08-Feb-02 15-Feb-02 18-Jul-02 24-Jul-02 22-Oct-02

17,485 318,286 1,000,000 50,000 92,000 --------6,452,402 ---------

$0.250 $0.250 $0.250 $0.280 $0.280

30-Nov-04 15-Aug-03 18-Jul-05 08-Feb-04 21-Oct-04

Page 3 of 3

Exhibit 99.26 CONSENT AND AMENDMENT AGREEMENT MEMORANDUM OF AGREEMENT made as of the 21st day of March, 2003. BETWEEN: CIBC CAPITAL PARTNERS, a division of CANADIAN IMPERIAL BANK OF COMMERCE (hereinafter referred to as "CIBC") - and POINTS INTERNATIONAL LTD., a corporation continued under the laws of the Province of Ontario (hereinafter referred to as "Points") - and USA INTERACTIVE, a corporation incorporated under the laws of Delaware. (hereinafter referred to as "USAI") WHEREAS Points has issued to, and CIBC is the holder of, an 11% $6,000,000 convertible debenture, amended and restated as of February 8, 2002, (the "CIBC Debenture") and a series one preferred share in the capital of Points (the "Series One Share"); AND WHEREAS Points proposes to enter into and effect the transactions (including the relevant agreements and issuance of securities), (the "Transactions") substantially as set out in the letters to the TSX Venture Exchange attached hereto as Schedule A; AND WHEREAS Points is required to obtain the prior written consent of CIBC under the terms of the CIBC Debenture and the Series One Share in respect of, and to implement, certain aspects of the Transactions; AND WHEREAS the parties desire to amend the CIBC Debenture as set out herein;

-2AND WHEREAS the parties desire to set out their agreement as to the interpretation of certain terms of the CIBC Debenture and the Series One Share; AND WHEREAS the parties desire to amend the provisions of the Series One Share pursuant to the Articles of

Exhibit 99.26 CONSENT AND AMENDMENT AGREEMENT MEMORANDUM OF AGREEMENT made as of the 21st day of March, 2003. BETWEEN: CIBC CAPITAL PARTNERS, a division of CANADIAN IMPERIAL BANK OF COMMERCE (hereinafter referred to as "CIBC") - and POINTS INTERNATIONAL LTD., a corporation continued under the laws of the Province of Ontario (hereinafter referred to as "Points") - and USA INTERACTIVE, a corporation incorporated under the laws of Delaware. (hereinafter referred to as "USAI") WHEREAS Points has issued to, and CIBC is the holder of, an 11% $6,000,000 convertible debenture, amended and restated as of February 8, 2002, (the "CIBC Debenture") and a series one preferred share in the capital of Points (the "Series One Share"); AND WHEREAS Points proposes to enter into and effect the transactions (including the relevant agreements and issuance of securities), (the "Transactions") substantially as set out in the letters to the TSX Venture Exchange attached hereto as Schedule A; AND WHEREAS Points is required to obtain the prior written consent of CIBC under the terms of the CIBC Debenture and the Series One Share in respect of, and to implement, certain aspects of the Transactions; AND WHEREAS the parties desire to amend the CIBC Debenture as set out herein;

-2AND WHEREAS the parties desire to set out their agreement as to the interpretation of certain terms of the CIBC Debenture and the Series One Share; AND WHEREAS the parties desire to amend the provisions of the Series One Share pursuant to the Articles of Amendment (as defined in section 2.1(a)) and to provide their agreement to seek approval to amend the provision of the Series One Share pursuant to Section 4.4; NOW THEREFORE, in consideration of the premises, covenants and agreements herein contained and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties covenant and agree as follows: ARTICLE I INTERPRETATION 1.1 DEFINITIONS

-2AND WHEREAS the parties desire to set out their agreement as to the interpretation of certain terms of the CIBC Debenture and the Series One Share; AND WHEREAS the parties desire to amend the provisions of the Series One Share pursuant to the Articles of Amendment (as defined in section 2.1(a)) and to provide their agreement to seek approval to amend the provision of the Series One Share pursuant to Section 4.4; NOW THEREFORE, in consideration of the premises, covenants and agreements herein contained and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties covenant and agree as follows: ARTICLE I INTERPRETATION 1.1 DEFINITIONS Except as otherwise expressly set out herein, capitalized terms shall have the meaning ascribed thereto herein. References in this Agreement to the "parties" shall mean the parties to this Agreement and a reference to a "party" shall mean one of the parties to this Agreement. 1.2 CONSTRUCTION In this Agreement, unless otherwise expressly stated or the context otherwise requires: (a) references to "herein", "hereby", "hereunder", "hereof" and similar expressions are references to this Agreement and not to any particular Article, Section or Appendix; (b) references to an "Article", "Section" or "Schedule" are references to an article, section or schedule of or to this Agreement; (c) words importing the singular shall include the plural and vice versa, words importing gender shall include the masculine, feminine and neuter genders, and references to a "person" or "persons" shall include individuals, corporations, partnerships, associations, bodies politic and other entities, all as may be applicable in the context; (d) the use of headings is for convenience of reference only and shall not affect the construction or interpretation hereof; and (e) the word "including", when following any general term or statement, is not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but as referring to all other items or

-3matters that could reasonably fall within the broadest possible scope of the general term or statement. ARTICLE II CONSENTS AND WAIVERS 2.1 CONSENTS CIBC hereby consents to the Transactions and the implementation thereof. Without limiting the foregoing, CIBC hereby consents: (a) pursuant to section 5.3.2 of the CIBC Debenture to the change in the capital structure of Points resulting from the creation of preferred shares (the "Series Two Share" and "Series Three Share", respectively) and the amendment of the provisions attaching to the Series One Share on substantially the terms set out in the articles of

-3matters that could reasonably fall within the broadest possible scope of the general term or statement. ARTICLE II CONSENTS AND WAIVERS 2.1 CONSENTS CIBC hereby consents to the Transactions and the implementation thereof. Without limiting the foregoing, CIBC hereby consents: (a) pursuant to section 5.3.2 of the CIBC Debenture to the change in the capital structure of Points resulting from the creation of preferred shares (the "Series Two Share" and "Series Three Share", respectively) and the amendment of the provisions attaching to the Series One Share on substantially the terms set out in the articles of amendment (the "Articles of Amendment") attached as Schedule B; (b) pursuant to section 5.3.3 of the CIBC Debenture to the issuance of the Series Two Share and the Series Three Share, and the issuance of common shares of Points ("Common Shares") from time to time upon the exercise of the warrant (the "Warrant") to be issued by Points and upon the conversion of the Series Two Share pursuant to the Transactions, to the extent that they may constitute sales of shares of Points from treasury at a price per share less than $0.40 (subject to adjustment as contemplated by section 5.4(a) of the CIBC Debenture); (c) pursuant to section 5.3.5 of the CIBC Debenture to the increase in the size of the board of directors of Points to eleven (11) persons, the decrease in the authorized size of the board of directors of Points to eleven (11) persons and the appointment or election of directors thereto from time to time pursuant to the terms of the Series Two Share and otherwise pursuant to the investor's rights agreement (the "Investor's Agreement") to be entered into between Points and the holder of the Series Two Share pursuant to the Transactions; (d) pursuant to section 5.3.8 of the CIBC Debenture to the creation and issuance of the Series Two Share and Series Three Share; (e) pursuant to section 5.3.11 of the CIBC Debenture to the amendment of the articles of Points to create the Series Two Share and the Series Three Share, to amend the Series One Share on substantially the terms set out in the Articles of Amendment and to amend the articles to decrease the authorized size of the board of directors of Points to eleven (11) persons; and (f) pursuant to section 5.3.12 of the CIBC Debenture to the entry into of the subscription agreement, the Investor's Agreement and the warrant certificates by Points in connection with the Transactions.

-42.2 WAIVER OF RIGHT OF FIRST REFUSAL For the purposes of, and in connection with, the Transactions CIBC hereby waives its rights under section 5.3.8 of the CIBC Debenture respecting the provision to Points of additional capital by way of debt and, for greater certainty, waives the notice requirements associated therewith. 2.3 CHANGE OF CONTROL Points and CIBC hereby agree that (i) the issuance of the Series Two Share and the Warrant do not constitute a "Change of Control" under the definition of such term as set out in section 1.1 of the CIBC Debenture and (ii) for purposes of determining whether or not USAI (together with its "Associates" and "Affiliates" (as such terms are defined in the CIBC Debenture) and any persons acting jointly or in concert therewith) will acquire greater than 50% of the equity (by value) of Points, the Series Two Share shall have a value, at any given point in time, equal to the value of the Common Shares into which it is convertible at that point in time, and the Warrants will have a value of zero. This Section 2.3 shall not restrict the interpretation of the definition of "Change of Control" under

-42.2 WAIVER OF RIGHT OF FIRST REFUSAL For the purposes of, and in connection with, the Transactions CIBC hereby waives its rights under section 5.3.8 of the CIBC Debenture respecting the provision to Points of additional capital by way of debt and, for greater certainty, waives the notice requirements associated therewith. 2.3 CHANGE OF CONTROL Points and CIBC hereby agree that (i) the issuance of the Series Two Share and the Warrant do not constitute a "Change of Control" under the definition of such term as set out in section 1.1 of the CIBC Debenture and (ii) for purposes of determining whether or not USAI (together with its "Associates" and "Affiliates" (as such terms are defined in the CIBC Debenture) and any persons acting jointly or in concert therewith) will acquire greater than 50% of the equity (by value) of Points, the Series Two Share shall have a value, at any given point in time, equal to the value of the Common Shares into which it is convertible at that point in time, and the Warrants will have a value of zero. This Section 2.3 shall not restrict the interpretation of the definition of "Change of Control" under section 1.1 of the CIBC Debenture in the event of the issuance of Common Shares on the exercise of the Warrant such that USAI (together with its "Associates" and "Affiliates" and any persons acting jointly or in concert therewith) acquires greater than 50% of the votes attached to Points' securities entitled to vote for the election of Points' board of directors. 2.4 IRREVOCABLE APPROVAL CIBC, as the sole holder of the Series One Share, irrevocably approves, authorizes and consents to the Articles of Amendment and the filing thereof with the Director under the Business Corporations Act (Ontario). ARTICLE III CIBC DEBENTURE 3.1 AMENDMENT OF CIBC DEBENTURE Effective upon the issuance of the Series Two Share and the Warrant, the CIBC Debenture shall be amended as follows automatically and without further formality: (a) the text of section 2.3 of the CIBC Debenture is amended by inserting a new second paragraph as follows: "Notwithstanding any other provision hereof, in the event of a Change of Control as a result of the exercise of that certain warrant (the "Specified Warrant") to be issued to USA Interactive ("USAI") or an Affiliate thereof pursuant to the terms of a subscription agreement (the "Subscription Agreement") dated March 21, 2003 entered into between USAI and the Borrower, the

-5Borrower shall be entitled to prepay the Principal Amount of this Debenture together with all other amounts payable under this Debenture provided, for greater certainty, in this circumstance the Lender waives repayment of all accrued and unpaid interest (such that accrued interest is and shall be deemed to be nil). No Event of Default shall occur under this Debenture as a result of such Change of Control (including, for greater certainty, pursuant to Section 7.1.18 as a result of the exercise of the Specified Warrant) provided that the Borrower shall have prepaid this Debenture, in accordance with the preceding sentence, within 30 days of such Change of Control."; (b) the text of section 3.1 of the CIBC Debenture is amended by inserting a new second paragraph as follows: "Notwithstanding any other provision hereof, the Conversion Right shall (i) not be exercisable for so long as the Specified Warrant is outstanding and held by USA Interactive or an Affiliate thereof and (ii) terminate on that date upon which the Specified Warrant is exercised in full provided that the Borrower has repaid the Debenture in accordance with the second paragraph of Section 2.3 hereof. The Borrower shall

-5Borrower shall be entitled to prepay the Principal Amount of this Debenture together with all other amounts payable under this Debenture provided, for greater certainty, in this circumstance the Lender waives repayment of all accrued and unpaid interest (such that accrued interest is and shall be deemed to be nil). No Event of Default shall occur under this Debenture as a result of such Change of Control (including, for greater certainty, pursuant to Section 7.1.18 as a result of the exercise of the Specified Warrant) provided that the Borrower shall have prepaid this Debenture, in accordance with the preceding sentence, within 30 days of such Change of Control."; (b) the text of section 3.1 of the CIBC Debenture is amended by inserting a new second paragraph as follows: "Notwithstanding any other provision hereof, the Conversion Right shall (i) not be exercisable for so long as the Specified Warrant is outstanding and held by USA Interactive or an Affiliate thereof and (ii) terminate on that date upon which the Specified Warrant is exercised in full provided that the Borrower has repaid the Debenture in accordance with the second paragraph of Section 2.3 hereof. The Borrower shall promptly notify the Lender of the termination of the Specified Warrant or the exercise thereof in full."; and (c) the text of section 3.12 of the CIBC Debenture is amended by adding a subsection (d) as follows: "Notwithstanding any other provision hereof, if the underwriter in connection with a Prospectus or a registration under Section 3.12(c) that is an underwritten offering determines in its sole discretion that marketing factors make it advisable to limit the number of Common Shares to be underwritten, the number of Common Shares that may be included in the underwriting shall be allocated, (i) if such registration under Section 3.12(c) was initiated by the Borrower in respect of an offering of treasury securities, then first to the Borrower and second to the selling securityholder pursuant to a right to require the Borrower to file a prospectus under the investor's right agreement (the "Investor's Rights Agreement") between the Borrower and USAI (or an Affiliate thereof) to be entered into pursuant to the Subscription Agreement and the Lender on a pro rata basis, (ii) if such prospectus filing was initiated by the Lender in respect of a secondary offering pursuant to a right to require the Borrower to file a prospectus hereunder, then first to the Lender, second to the

-6selling securityholder pursuant to a right to require the Borrower to file a prospectus under the Investor's Rights Agreement and third to the Borrower, or (iii) in such manner as may be agreed among the Borrower and any selling securityholders." 3.2 CONFIRMATION The parties hereby confirm and agree that, except as amended hereby, the provisions of the CIBC Debenture remain in full force and effect. CIBC confirms that, as of the date of this Agreement, to the knowledge of Christopher Payne and Nolan Bederman (for greater certainty without any investigation of Points), no "Event of Default" (as such term is defined in the CIBC Debenture) has occurred and is continuing or would arise through either or both of the passage of time or giving of notice. ARTICLE IV SERIES ONE PREFERRED SHARE 4.1 DETERMINATION OF DIVIDEND AMOUNT The parties hereto hereby acknowledge and agree for all purposes that in the event of the occurrence of a "Dividend Event" (as such term is defined in the terms of the Series One Share) as a result of the exercise of the Warrant, the operation of the terms of the Series One Share result in the amount payable to the holder of the Series One Share for purposes of section 3(a) of the terms of the Series One Share being equal to the lesser of: (a) $24,000,000 less the amount paid-up on the Series One Share; and (b) the sum of:

-6selling securityholder pursuant to a right to require the Borrower to file a prospectus under the Investor's Rights Agreement and third to the Borrower, or (iii) in such manner as may be agreed among the Borrower and any selling securityholders." 3.2 CONFIRMATION The parties hereby confirm and agree that, except as amended hereby, the provisions of the CIBC Debenture remain in full force and effect. CIBC confirms that, as of the date of this Agreement, to the knowledge of Christopher Payne and Nolan Bederman (for greater certainty without any investigation of Points), no "Event of Default" (as such term is defined in the CIBC Debenture) has occurred and is continuing or would arise through either or both of the passage of time or giving of notice. ARTICLE IV SERIES ONE PREFERRED SHARE 4.1 DETERMINATION OF DIVIDEND AMOUNT The parties hereto hereby acknowledge and agree for all purposes that in the event of the occurrence of a "Dividend Event" (as such term is defined in the terms of the Series One Share) as a result of the exercise of the Warrant, the operation of the terms of the Series One Share result in the amount payable to the holder of the Series One Share for purposes of section 3(a) of the terms of the Series One Share being equal to the lesser of: (a) $24,000,000 less the amount paid-up on the Series One Share; and (b) the sum of: (i) $4,000,000; and (ii) the amount determined as the number of common shares into which the CIBC Debenture is then convertible multiplied by the exercise price paid per share by USAI on the exercise of the Warrants, less the amount paid-up on the Series One Share. 4.2 CONVERTIBILITY OF CIBC DEBENTURE Points and CIBC hereby acknowledge and agree that notwithstanding that the conversion right of CIBC under the CIBC Debenture shall not be exercisable in the circumstances set out in Section 3.1(b), the CIBC Debenture remains automatically convertible under section 3.2 thereof and therefore remains convertible for the purposes of section 5 of the terms of the Series One Share.

-74.3 DIVIDEND EVENT The parties hereby agree that the issuance of the Series Two Share and the Warrant do not constitute "Dividend Events" under the definition of such term as set in section 2 of the terms of the Series One Share and that ownership of such securities do not constitute beneficial ownership of the Common Shares underlying such securities. This Section 4.3 shall not restrict the interpretation of the definition of "Dividend Event" in the event of the issuance of Common Shares on the exercise of the Warrant and the conversion of the Series Two Share. 4.4 CONVERSION EVENT For greater certainty, the parties hereby agree that the waiver of payment of interest in the circumstances described in the second paragraph of section 2.3 of the CIBC Debenture results in no accrued interest outstanding and therefore acknowledge and agree that the repayment of the CIBC Debenture in such circumstance shall be interpreted under section 2(b)(i) of the terms of the Series One Share as repayment in full

-74.3 DIVIDEND EVENT The parties hereby agree that the issuance of the Series Two Share and the Warrant do not constitute "Dividend Events" under the definition of such term as set in section 2 of the terms of the Series One Share and that ownership of such securities do not constitute beneficial ownership of the Common Shares underlying such securities. This Section 4.3 shall not restrict the interpretation of the definition of "Dividend Event" in the event of the issuance of Common Shares on the exercise of the Warrant and the conversion of the Series Two Share. 4.4 CONVERSION EVENT For greater certainty, the parties hereby agree that the waiver of payment of interest in the circumstances described in the second paragraph of section 2.3 of the CIBC Debenture results in no accrued interest outstanding and therefore acknowledge and agree that the repayment of the CIBC Debenture in such circumstance shall be interpreted under section 2(b)(i) of the terms of the Series One Share as repayment in full of the principal and accrued interest owing under the CIBC Debenture. 4.5 NON-DIVIDEND EVENT CHANGE OF CONTROL (a) The parties hereto hereby acknowledge that, under the terms of the Series One Share, the holder of the Series One Share is entitled to payment of a dividend upon the occurrence of, among other things, any person (other than CIBC) owning greater than 50% of the outstanding Common Shares. The parties further acknowledge that, by virtue of CIBC consenting to the creation and issuance of the Series Two Share, it will become possible for a person to have greater than 50% voting control of Points without owning greater than 50% of the outstanding Common Shares and that, accordingly, CIBC has suffered a diminishment of its rights under the Series One Share. (b) In consideration of CIBC consenting to the creation and issuance of the Series Two Share, Points hereby agrees that, subject to Sections 4.5(c), in the event of any Person (and such Person's Affiliates and Associates, and any person acting jointly or in concert with such Person) acquiring greater than 50% of the votes attached to Points' securities entitled to vote for the election of Points' board of directors or greater than 50% of the equity (by value) of Points (a "New Change of Control"), and provided that such New Change of Control is not a "Dividend Event" as such term is defined in the terms of the Series One Share, Points shall pay to the holder of the Series One Share, within 30 days of the New Change of Control, an amount equal to the amount that would have been payable to the holder of the Series One Share had the New Change of Control also constituted a "Dividend Event" under the Series One Share. For the purposes of this Section 4.5(b), "Affiliate" means an "affiliate" as defined by the Business Corporations Act (Ontario), "Associate" means an "associate" as defined by the Business Corporations Act (Ontario), and "Person" means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative.

-8(c) Notwithstanding any other provision hereof, (i) in no event will an amount be payable under this Section 4.4 if there has been a "Liquidation Event" or a "Dividend Event" under the terms of the Series One Share prior to or contemporaneously with the New Change of Control and (ii) upon the filing of articles of amendment to give effect to the Amendments (as defined below) the obligations of Points under Section 4.5(b) shall immediately terminate other than in respect of any payment obligation arising as a result of a New Change of Control occurring prior to the filing of such articles of amendment. (d) Points hereby agrees to propose, at its next annual meeting or special meeting of shareholders, amendments to the articles of Points (the "Amendments") to: (i) amend section 2(c)(ii) of the terms of the Series One Share by deleting section 2(c)(ii) thereof and inserting in place thereof "any Person (other than Canadian Imperial Bank of Commerce) (and such Person's Affiliates and Associates, and any person acting jointly or in concert with such Person) (collectively, an "Acquiror") acquiring greater than 50% of the votes attached to the Corporation' securities entitled to vote for the election of the

-8(c) Notwithstanding any other provision hereof, (i) in no event will an amount be payable under this Section 4.4 if there has been a "Liquidation Event" or a "Dividend Event" under the terms of the Series One Share prior to or contemporaneously with the New Change of Control and (ii) upon the filing of articles of amendment to give effect to the Amendments (as defined below) the obligations of Points under Section 4.5(b) shall immediately terminate other than in respect of any payment obligation arising as a result of a New Change of Control occurring prior to the filing of such articles of amendment. (d) Points hereby agrees to propose, at its next annual meeting or special meeting of shareholders, amendments to the articles of Points (the "Amendments") to: (i) amend section 2(c)(ii) of the terms of the Series One Share by deleting section 2(c)(ii) thereof and inserting in place thereof "any Person (other than Canadian Imperial Bank of Commerce) (and such Person's Affiliates and Associates, and any person acting jointly or in concert with such Person) (collectively, an "Acquiror") acquiring greater than 50% of the votes attached to the Corporation' securities entitled to vote for the election of the Corporation's board of directors or greater than 50% of the equity (by value) of the Corporation"; (ii) amend section 2 of the terms of the Series One Share by inserting a new paragraph (d) as follows ""Affiliate" means an "affiliate" as defined by the Business Corporations Act (Ontario)."; (iii) amend section 2 of the terms of the Series One Share by inserting a new paragraph (e) as follows ""Associate" means an "associate" as defined by the Business Corporations Act (Ontario)."; and (iv) amend section 2 of the terms of the Series One Share by inserting a new paragraph (f) as follows ""Person" means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative." (e) Points and CIBC hereby agree that (i) the issuance of the Series Two Share and the Warrant do not constitute a New Change of Control and (ii) for purposes of determining whether or not USAI (together with its "Associates" and "Affiliates" (as such terms are defined in Section 4.5(b)) and any persons acting jointly or in concert therewith) will acquire greater than 50% of the equity (by value) of Points, the Series Two Share shall have a value, at any given point in time, equal to the value of the Common Shares into which it is convertible at that point in time, and the Warrants will have a value of zero. This Section 4.5(e) shall not restrict the interpretation of the definition of New Change of Control in the event of the issuance of Common Shares on the exercise of the Warrant such that USAI (together with its "Associates" and "Affiliates" and any persons acting jointly or in concert therewith) acquires greater than 50%

-9of the votes attached to Points' securities entitled to vote for the election of Points' board of directors. 4.6 USE OF PROCEEDS - EXERCISE OF WARRANTS Points shall, upon receipt of the proceeds received on exercise in full of the Warrants, use such proceeds to repay, on or before the date which is thirty (30) days following such exercise, all amounts owing under, and in accordance with, the terms of the CIBC Debenture and the Series One Share or Section 4.4, as applicable. ARTICLE V GENERAL 5.1 BINDING EFFECT This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and assigns under section 9.6 of the CIBC Debenture.

-9of the votes attached to Points' securities entitled to vote for the election of Points' board of directors. 4.6 USE OF PROCEEDS - EXERCISE OF WARRANTS Points shall, upon receipt of the proceeds received on exercise in full of the Warrants, use such proceeds to repay, on or before the date which is thirty (30) days following such exercise, all amounts owing under, and in accordance with, the terms of the CIBC Debenture and the Series One Share or Section 4.4, as applicable. ARTICLE V GENERAL 5.1 BINDING EFFECT This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and assigns under section 9.6 of the CIBC Debenture. 5.2 GOVERNING LAW This Agreement shall governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. 5.3 TIME Time shall be of the essence of this Agreement. 5.4 AMENDMENTS IN WRITING No amendment, variation or waiver of the provisions of this Agreement shall be effective unless made in writing and signed by each of the parties hereto, either individually by counterpart or collectively. Any amendment, variation or waiver shall take effect on the date specified in the amendment, variation or waiver or, if not so specified, on the date on which the last party executes and delivers the amendment, variation or waiver. 5.5 SEVERABILITY If any portion of this Agreement or the application thereof to any circumstance shall be held invalid or unenforceable, unless such invalid provision is fundamental to the efficacy of this Agreement, the remainder of the provision in question, or its application to any circumstance other than that to which it has been held invalid or unenforceable, and the remainder of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.

-105.6 COUNTERPARTS This Agreement and any amendment, supplement or restatement thereof may be executed in one or more counterparts, each of which shall be deemed to constitute an original. IN WITNESS WHEREOF the Parties hereto have executed this Agreement. CIBC CAPITAL PARTNERS, a division of CANADIAN IMPERIAL BANK OF COMMERCE by Name:

-105.6 COUNTERPARTS This Agreement and any amendment, supplement or restatement thereof may be executed in one or more counterparts, each of which shall be deemed to constitute an original. IN WITNESS WHEREOF the Parties hereto have executed this Agreement. CIBC CAPITAL PARTNERS, a division of CANADIAN IMPERIAL BANK OF COMMERCE by Name: Title: Name: Title: POINTS INTERNATIONAL LTD. by Name: Title: Name: Title: USA INTERACTIVE by Name: Title:

Exhibit 99.27 AMENDED AND RESTATED CONVERTIBLE DEBENTURE in the original principal amount of $6,000,000 issued by EXCLAMATION INTERNATIONAL INCORPORATED IN FAVOUR OF CIBC CAPITAL PARTNERS originally issued on March 15, 2001 and

Exhibit 99.27 AMENDED AND RESTATED CONVERTIBLE DEBENTURE in the original principal amount of $6,000,000 issued by EXCLAMATION INTERNATIONAL INCORPORATED IN FAVOUR OF CIBC CAPITAL PARTNERS originally issued on March 15, 2001 and amended and restated on February 8, 2002

TABLE OF CONTENTS
ARTICLE 1 INTERPRETATION 1.1. 1.2. 1.3. 1.4. 1.5. 1.6. 1.7. 1.8. 1.9. 1.10. Definitions.......................................................... Invalidity, etc...................................................... Headings, etc........................................................ Governing Law........................................................ Attornment........................................................... Currency............................................................. This Agreement to Govern............................................. Actions on Days Other Than Business.................................. Interest Act......................................................... Schedules, etc....................................................... ARTICLE 2. PAYMENTS 2.1. 2.2. 2.3. 2.4. 2.5. 2.6. 2.7. 2.8. 2.9. 2.10. 2.11. 2.12. 2.13. 2.14. Interest Rate........................................................ Calculation and Payment of Interest.................................. Repayment of the Debenture........................................... Right of Postponement................................................ Sale from Treasury................................................... Defeasance........................................................... Application of Prepayments and Repayments............................ Payments Generally................................................... Payments - No Deduction.............................................. Illegality........................................................... Change in Circumstances.............................................. Payment of Costs and Expenses........................................ Indemnities.......................................................... Maximum Rate of Interest............................................. ARTICLE 3. CONVERSION OF DEBENTURE 3.1. 3.2. 3.3. Conversion Right..................................................... Automatic Conversion................................................. Conversion Price..................................................... 20 20 21 14 14 14 14 15 15 15 15 16 16 16 18 18 19 1 12 12 12 13 13 13 13 13 13

TABLE OF CONTENTS
ARTICLE 1 INTERPRETATION 1.1. 1.2. 1.3. 1.4. 1.5. 1.6. 1.7. 1.8. 1.9. 1.10. Definitions.......................................................... Invalidity, etc...................................................... Headings, etc........................................................ Governing Law........................................................ Attornment........................................................... Currency............................................................. This Agreement to Govern............................................. Actions on Days Other Than Business.................................. Interest Act......................................................... Schedules, etc....................................................... ARTICLE 2. PAYMENTS 2.1. 2.2. 2.3. 2.4. 2.5. 2.6. 2.7. 2.8. 2.9. 2.10. 2.11. 2.12. 2.13. 2.14. Interest Rate........................................................ Calculation and Payment of Interest.................................. Repayment of the Debenture........................................... Right of Postponement................................................ Sale from Treasury................................................... Defeasance........................................................... Application of Prepayments and Repayments............................ Payments Generally................................................... Payments - No Deduction.............................................. Illegality........................................................... Change in Circumstances.............................................. Payment of Costs and Expenses........................................ Indemnities.......................................................... Maximum Rate of Interest............................................. ARTICLE 3. CONVERSION OF DEBENTURE 3.1. 3.2. 3.3. Conversion Right..................................................... Automatic Conversion................................................. Conversion Price..................................................... 20 20 21 14 14 14 14 15 15 15 15 16 16 16 18 18 19 1 12 12 12 13 13 13 13 13 13

-ii3.4. 3.5. Manner of Exercise of Conversion..................................... Adjustment of Conversion Price and Number of Common Shares Issuable Upon Conversion.......................................... 3.6. Rules Regarding Calculation of Adjustment of Conversion Price and Number of Common Shares Issuable Upon Conversion........ 3.7. Postponement of Subscription......................................... 3.8. No Requirement to Issue Fractional Shares............................ 3.9. Company to Reserve Common Shares..................................... 3.10. Taxes and Charges on Conversion...................................... 3.11. Notice of Adjustment................................................. 3.12. Registration Rights.................................................. ARTICLE 4. SECURITY 4.1. 4.2. 4.3. 4.4. 4.5. Security............................................................. Further Assurances - Security........................................ Security Effective Notwithstanding Date of Advance................... No Merger............................................................ Release of Security.................................................. ARTICLE 5. COVENANTS 5.1. Affirmative Covenants................................................ 5.1.1. Punctual Payment.......................................... 28 28 27 27 27 28 28 21 22 23 24 25 25 25 25 25

-iiManner of Exercise of Conversion..................................... Adjustment of Conversion Price and Number of Common Shares Issuable Upon Conversion.......................................... 3.6. Rules Regarding Calculation of Adjustment of Conversion Price and Number of Common Shares Issuable Upon Conversion........ 3.7. Postponement of Subscription......................................... 3.8. No Requirement to Issue Fractional Shares............................ 3.9. Company to Reserve Common Shares..................................... 3.10. Taxes and Charges on Conversion...................................... 3.11. Notice of Adjustment................................................. 3.12. Registration Rights.................................................. ARTICLE 4. SECURITY 4.1. 4.2. 4.3. 4.4. 4.5. Security............................................................. Further Assurances - Security........................................ Security Effective Notwithstanding Date of Advance................... No Merger............................................................ Release of Security.................................................. ARTICLE 5. COVENANTS 5.1. Affirmative Covenants................................................ 5.1.1. Punctual Payment.......................................... 5.1.2. Conduct of Business....................................... 5.1.4. Compliance with Applicable Law and Contracts.............. 5.1.6. Maintenance of Property................................... 5.1.7. Financial Reporting....................................... 5.1.8. Insurance................................................. 5.1.9. Ownership of Subsidiaries................................. 5.1.10. Security.................................................. 5.1.11. Inspections............................................... 5.1.12. Notice of Litigation and Other Matters.................... 5.1.13. Consents and Approvals.................................... 5.1.14. Payment of Taxes and Claims............................... 5.1.15. Use of Proceeds........................................... 5.1.16. Other Matters............................................. 5.1.17. Further Assurances........................................ 28 28 28 29 29 29 30 30 31 31 31 31 32 32 32 32 27 27 27 28 28 3.4. 3.5. 21 22 23 24 25 25 25 25 25

-iii5.1.18. Liquidity Event............................................... 5.2. Lender Entitled to Perform Covenants.................................. 5.3. Negative Covenants.................................................... 5.3.1. Merger: Sale or Disposition of All or a Significant Part of its Assets.................................................. 5.3.2. Reorganizations, etc.......................................... 5.3.3. Sale of Capital Stock......................................... 5.3.4. Ranking....................................................... 5.3.5. Board Composition............................................. 5.3.6. Negative Pledge............................................... 5.3.7. Restricted Payments........................................... 5.3.8. Debt.......................................................... 5.3.9. Financial Assistance.......................................... 5.3.10. Investments and Acquisitions.................................. 5.3.11. Charter Documents............................................. 5.3.12. Shareholder Agreements........................................ 5.3.13. Lines of Business............................................. 5.3.14. Transactions with Affiliates.................................. 5.4. Exceptions............................................................ 5.5. Environmental Compliance.............................................. ARTICLE 6. BOARD REPRESENTATION 6.1. The Lender's Board Representation..................................... 36 32 32 33 33 33 33 33 33 33 33 33 34 34 34 35 35 35 35 35

-iii5.1.18. Liquidity Event............................................... 5.2. Lender Entitled to Perform Covenants.................................. 5.3. Negative Covenants.................................................... 5.3.1. Merger: Sale or Disposition of All or a Significant Part of its Assets.................................................. 5.3.2. Reorganizations, etc.......................................... 5.3.3. Sale of Capital Stock......................................... 5.3.4. Ranking....................................................... 5.3.5. Board Composition............................................. 5.3.6. Negative Pledge............................................... 5.3.7. Restricted Payments........................................... 5.3.8. Debt.......................................................... 5.3.9. Financial Assistance.......................................... 5.3.10. Investments and Acquisitions.................................. 5.3.11. Charter Documents............................................. 5.3.12. Shareholder Agreements........................................ 5.3.13. Lines of Business............................................. 5.3.14. Transactions with Affiliates.................................. 5.4. Exceptions............................................................ 5.5. Environmental Compliance.............................................. ARTICLE 6. BOARD REPRESENTATION 6.1. The Lender's Board Representation..................................... 6.2. Shareholders' Meetings................................................ 6.3. Termination of Entitlement............................................ ARTICLE 7. EVENTS OF DEFAULT AND REMEDIES 7.1. Events of Default..................................................... 7.1.1. Default in Payment............................................ 7.1.2. Other Covenants............................................... 7.1.3. Representations and Warranties................................ 7.1.4. Default in other Indebtedness................................. 7.1.5. Subscriber Documents.......................................... 7.1.6. Voluntary Insolvency Actions.................................. 7.1.7. Involuntary Insolvency Proceedings............................ 7.1.8. Appointment of Receiver....................................... 37 37 37 37 37 37 38 38 38 36 36 37 32 32 33 33 33 33 33 33 33 33 33 34 34 34 35 35 35 35 35

-iv7.1.9. Bankruptcy Statutes........................................... 7.1.10. Judgments..................................................... 7.1.11. Encumbrances.................................................. 7.1.12. Cease to carry on Business.................................... 7.1.13. Qualified Auditor's Report.................................... 7.1.14. Cease Trading Order........................................... 7.1.15. Ceases to be Reporting Issuer................................. 7.1.16. Change of Control............................................. 7.1.17. Material Adverse Effect....................................... 7.1.18. Liquidation Event or a Dividend Event......................... Remedies Upon Default................................................. Set-Off .............................................................. Distributions......................................................... Overdue Amounts....................................................... ARTICLE 8. REORGANIZATION 8.1. Reorganization........................................................ 8.2. Covenants............................................................. 8.3. Confirmations......................................................... ARTICLE 9. GENERAL 41 41 42 38 39 39 39 39 39 39 39 40 40 40 40 40 41

7.2. 7.3. 7.4. 7.5.

-iv7.1.9. Bankruptcy Statutes........................................... 7.1.10. Judgments..................................................... 7.1.11. Encumbrances.................................................. 7.1.12. Cease to carry on Business.................................... 7.1.13. Qualified Auditor's Report.................................... 7.1.14. Cease Trading Order........................................... 7.1.15. Ceases to be Reporting Issuer................................. 7.1.16. Change of Control............................................. 7.1.17. Material Adverse Effect....................................... 7.1.18. Liquidation Event or a Dividend Event......................... Remedies Upon Default................................................. Set-Off .............................................................. Distributions......................................................... Overdue Amounts....................................................... ARTICLE 8. REORGANIZATION 8.1. Reorganization........................................................ 8.2. Covenants............................................................. 8.3. Confirmations......................................................... ARTICLE 9. GENERAL 9.1. 9.2. 9.3. 9.4. 9.5. 9.6. 9.7. Reliance and Non-Merger............................................... Amendment and Waiver.................................................. Notices............................................................... Time ................................................................. Further Assurances.................................................... Assignment............................................................ Entire Agreement...................................................... 42 42 42 43 44 44 45 41 41 42 38 39 39 39 39 39 39 39 40 40 40 40 40 41

7.2. 7.3. 7.4. 7.5.

SCHEDULE A Compliance Certificate SCHEDULE B General Disclosure

-vSCHEDULE C Permitted Liens SCHEDULE D Reorganization Term Sheet

EXCLAMATION INTERNATIONAL INCORPORATED (CONTINUED UNDER THE LAWS OF ONTARIO) AMENDED AND RESTATED DEBENTURE Exclamation International Incorporated (the "Borrower") for value received hereby acknowledges itself indebted to and unconditionally promises to pay to or to the order of CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce (the "Lender") on March 15, 2004, or such earlier date as all or any part of the Principal Amount hereof may become due in accordance with the provisions hereof or such later date as elected by the Lender in accordance with the provisions hereof (such date being the "Maturity Date"), the aggregate principal sum of SIX MILLION DOLLARS ($6,000,000) (the "Original Principal Amount") in lawful money of Canada, on presentation and surrender of this Debenture (in the case of payment of all of the Principal Amount

-vSCHEDULE C Permitted Liens SCHEDULE D Reorganization Term Sheet

EXCLAMATION INTERNATIONAL INCORPORATED (CONTINUED UNDER THE LAWS OF ONTARIO) AMENDED AND RESTATED DEBENTURE Exclamation International Incorporated (the "Borrower") for value received hereby acknowledges itself indebted to and unconditionally promises to pay to or to the order of CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce (the "Lender") on March 15, 2004, or such earlier date as all or any part of the Principal Amount hereof may become due in accordance with the provisions hereof or such later date as elected by the Lender in accordance with the provisions hereof (such date being the "Maturity Date"), the aggregate principal sum of SIX MILLION DOLLARS ($6,000,000) (the "Original Principal Amount") in lawful money of Canada, on presentation and surrender of this Debenture (in the case of payment of all of the Principal Amount hereof) to the Borrower at its registered office, and to pay interest on the Principal Amount of this Debenture outstanding from time to time at the rate and times and in the manner set forth herein. ARTICLE 1. INTERPRETATION 1.1. DEFINITIONS For the purposes of this Debenture: "1933 ACT" has the meaning attributed to such term in Section 3.12; "ACQUISITION" means, with respect to any Person, any purchase or other acquisition by such Person, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of (a) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an equity interest in, such other Person that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the property of any other Person, or (b) any division, business, operation or undertaking of any other Person or of all or substantially all of the property of any division, business, operation or undertaking of any other Person; "AFFILIATE" means an "affiliate" as defined by the Business Corporations Act (Ontario); "APPLICABLE LAW" means, in respect of any Person, property, transaction, event or course of conduct, all applicable laws, statutes, rules, by-laws and regulations, regulatory policies and all applicable official directives, orders, judgments and decrees of Governmental Authorities;
"ASSOCIATE" means an "associate" as defined in the Business Corporations Act (Ontario);

-2-

"BORROWER" means Exclamation International Incorporated, a corporation continued

EXCLAMATION INTERNATIONAL INCORPORATED (CONTINUED UNDER THE LAWS OF ONTARIO) AMENDED AND RESTATED DEBENTURE Exclamation International Incorporated (the "Borrower") for value received hereby acknowledges itself indebted to and unconditionally promises to pay to or to the order of CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce (the "Lender") on March 15, 2004, or such earlier date as all or any part of the Principal Amount hereof may become due in accordance with the provisions hereof or such later date as elected by the Lender in accordance with the provisions hereof (such date being the "Maturity Date"), the aggregate principal sum of SIX MILLION DOLLARS ($6,000,000) (the "Original Principal Amount") in lawful money of Canada, on presentation and surrender of this Debenture (in the case of payment of all of the Principal Amount hereof) to the Borrower at its registered office, and to pay interest on the Principal Amount of this Debenture outstanding from time to time at the rate and times and in the manner set forth herein. ARTICLE 1. INTERPRETATION 1.1. DEFINITIONS For the purposes of this Debenture: "1933 ACT" has the meaning attributed to such term in Section 3.12; "ACQUISITION" means, with respect to any Person, any purchase or other acquisition by such Person, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of (a) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an equity interest in, such other Person that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the property of any other Person, or (b) any division, business, operation or undertaking of any other Person or of all or substantially all of the property of any division, business, operation or undertaking of any other Person; "AFFILIATE" means an "affiliate" as defined by the Business Corporations Act (Ontario); "APPLICABLE LAW" means, in respect of any Person, property, transaction, event or course of conduct, all applicable laws, statutes, rules, by-laws and regulations, regulatory policies and all applicable official directives, orders, judgments and decrees of Governmental Authorities;
"ASSOCIATE" means an "associate" as defined in the Business Corporations Act (Ontario);

-2-

"BORROWER" means Exclamation International Incorporated, a corporation continued

under the laws of Ontario and its successors from time to time (including, if applicable, the amalgamated corporation arising from an amalgamation of Exclamation International Incorporated in connection with the transactions contemplated in section 8.1); "BUSINESS" means, before completion of the Reorganization, the creation, financing, managing and operating of Internet based businesses consistent with the business currently carried on by the Borrower and its Subsidiaries and, following completion of the Reorganization, the business currently carried on by Points; "BUSINESS DAY" means any day, other than a Saturday or Sunday, on which Canadian chartered banks are

-2-

"BORROWER" means Exclamation International Incorporated, a corporation continued

under the laws of Ontario and its successors from time to time (including, if applicable, the amalgamated corporation arising from an amalgamation of Exclamation International Incorporated in connection with the transactions contemplated in section 8.1); "BUSINESS" means, before completion of the Reorganization, the creation, financing, managing and operating of Internet based businesses consistent with the business currently carried on by the Borrower and its Subsidiaries and, following completion of the Reorganization, the business currently carried on by Points; "BUSINESS DAY" means any day, other than a Saturday or Sunday, on which Canadian chartered banks are open for business in Toronto, Canada; "CAPITALIZED LEASE OBLIGATION" means, with respect to any Person, any rental obligation which, under GAAP, is capitalized on the books of such Person, taken at the amount thereof accounted for as indebtedness (net of interest expense) in accordance with such principles, and may include Sale-Leaseback obligations; "CAPITAL REORGANIZATION" has the meaning attributed to such term in Section 3.5.2; "CHANGE OF CONTROL" means any Person (and such Person's Affiliates and Associates, and any person acting jointly on in concert with such Person) acquiring greater than 50% of the votes attached to the Borrower's securities entitled to vote for the election of the Borrower's board of directors or greater than 50% of the equity (by value) of the Borrower; "CLASS A CONVERTIBLE PREFERRED SHARES" means the 1.8% Class A convertible preferred shares in the capital of Points; "CLASS B CONVERTIBLE PREFERRED SHARES" means the 1.8% Class B convertible preferred shares in the capital of Points; "CLASS C CONVERTIBLE PREFERRED SHARES" means the 1.8% Class C convertible preferred shares in the capital of Points; "COMMON SHARES" means the common shares in the capital of the Borrower; "COMMON SHARE REORGANIZATION" has the meaning attributed to such term in Section 3.5.1; "CONTAMINANT" means (a) any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, petroleum product, oil, or radioactive material; (b) any substance, gas, material or chemical which is or may be defined as or included in the definition of "hazardous substances", "toxic substances", "hazardous materials", "hazardous wastes" or words of similar import under any Environmental Law; (c) any other chemical, material, gas or substance, the exposure or release of which is or may be prohibited, limited or regulated by any Environmental Law; or (d) any chemical, material,

-3gas or substance that does or may pose a hazard to health and/or safety of Persons or the Natural Environment; "CONVERSION PRICE" has the meaning attributed to such term in Section 3.3; "CONVERSION RIGHT" has the meaning attributed to such term in Section 3.1; "DATE OF AUTOMATIC CONVERSION" has the meaning attributed to such term in Section 3.2;

-3gas or substance that does or may pose a hazard to health and/or safety of Persons or the Natural Environment; "CONVERSION PRICE" has the meaning attributed to such term in Section 3.3; "CONVERSION RIGHT" has the meaning attributed to such term in Section 3.1; "DATE OF AUTOMATIC CONVERSION" has the meaning attributed to such term in Section 3.2; "DATE OF CONVERSION" means the date upon which the Conversion Right is exercised by the Lender by surrendering this Debenture in accordance with Section 3.4.2; "DEBENTURE" means this convertible debenture and all schedules attached to this convertible debenture, in each case as they may be amended, restated or replaced from time to time; the expressions "HEREOF", "HEREIN", "HERETO", "HEREUNDER", "HEREBY" and similar expressions refer to this convertible debenture as a whole and not to any particular article, section, schedule, or other portion hereof; "DEBT" means, with respect to any Person, without duplication: (a) all indebtedness for borrowed money of such Person (including, for greater certainty, reimbursement obligations in respect of letters of credit, bankers' acceptances and note purchase facilities, obligations of such Person evidenced by a bond, note, debenture or similar instrument, and obligations of such Person in relation to purchase money agreements, deferred purchase price payments (where payment of the purchase price is deferred more than 90 days from the date of purchase), prepaid contracts, conditional sales agreements, or title retention agreements (other than those characterized as operating leases under GAAP), or subordinated indebtedness whether or not classified as equity on a balance sheet of such Person, in any case whether or not recourse of the debtholder is limited in any way), (b) all Capitalized Lease Obligations of such Person, and without limitation, all Debt of such Person under SaleLeasebacks (other than Sale-Leasebacks that are characterized as operating leases under GAAP), (c) all indebtedness for borrowed money secured by a Lien on any property or asset owned or held by such Person, whether or not the obligations secured thereby shall have been assumed, (d) the marked-to-market of all obligations of the Person under Hedging Agreements, (e) all Redeemable Preferred Shares of such Person held by any Person, and (f) all Guarantees of such Person with respect to obligations of a type described in any of the preceding clauses;

-4"DEFAULT" means any event or condition which, upon notice, lapse of time, or both, would constitute an Event of Default; "DISPOSITION" means any sale, assignment, transfer, conveyance, lease, license, granting of an option or other disposition (or agreement to dispose) of any nature or kind whatsoever of any property or of any right, title or interest in or to any property, and the verb "DISPOSE" shall have a correlative meaning; "EMPLOYEE OPTIONS" means the options of Points granted to certain directors, officers, employees and associates of each of Points and the Borrower outstanding on February 8, 2002; "ENVIRONMENTAL LAW" means any and all present and future Canadian federal, provincial or territorial, or local and foreign laws, rules, regulations or obligations arising under common law, and any order or decrees, in each case as now or thereafter in effect, relating to the regulation or protection of human health, safety or the environment or to Releases or threatened Releases of pollutants, contaminants, chemicals or toxic or hazardous

-4"DEFAULT" means any event or condition which, upon notice, lapse of time, or both, would constitute an Event of Default; "DISPOSITION" means any sale, assignment, transfer, conveyance, lease, license, granting of an option or other disposition (or agreement to dispose) of any nature or kind whatsoever of any property or of any right, title or interest in or to any property, and the verb "DISPOSE" shall have a correlative meaning; "EMPLOYEE OPTIONS" means the options of Points granted to certain directors, officers, employees and associates of each of Points and the Borrower outstanding on February 8, 2002; "ENVIRONMENTAL LAW" means any and all present and future Canadian federal, provincial or territorial, or local and foreign laws, rules, regulations or obligations arising under common law, and any order or decrees, in each case as now or thereafter in effect, relating to the regulation or protection of human health, safety or the environment or to Releases or threatened Releases of pollutants, contaminants, chemicals or toxic or hazardous substances, Hazardous Materials, wastes or recyclables into the indoor or outdoor environment, including ambient air, soil, surface water, ground water, wetlands, land or subsurface strata, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or toxic or hazardous substances, wastes or recyclables; "EVENT OF DEFAULT" has the meaning attributed to such term in Section 7.1; "EXCLUDED TAXES" means, in relation to any Person, those taxes on income or capital which are imposed or levied by any jurisdiction or any political subdivision of such jurisdiction solely as a result of such Person (a) being organized under the laws of such jurisdiction or any political subdivision of such jurisdiction, (b) having its principal office or lending office in such jurisdiction, (c) being resident in such jurisdiction, (d) carrying on business in such jurisdiction, or (e) not dealing at arm's length (as defined for the purposes of any taxing statute in the applicable jurisdiction) with the Borrower, but for greater certainty shall not include any sales, goods or services, or harmonized sales and goods and services taxes payable under the laws of such jurisdiction or any political subdivision of such jurisdiction with respect to any goods or services made available by the Lender to the Borrower or any Subsidiary; "EXPIRY DATE" means the date that is three months prior to the date that the hold period (being the period, imposed by Ontario securities legislation, before this Debenture and Common Shares issuable upon conversion of this Debenture may be traded without a prospectus) lapses, provided that if such period is 18 months, then the date that is two months prior to the date that such hold period lapses; "FINANCIAL ASSISTANCE" given by any Person (the "FINANCIAL ASSISTANCE PROVIDER") to or for the account or benefit of any other Person (the "FINANCIAL ASSISTANCE RECIPIENT") means any direct or indirect financial assistance of any nature, kind or description

-5whatsoever (by means of loan, guarantee or otherwise) of or from such Financial Assistance Provider, or of or from any other Person with recourse against such Financial Assistance Provider or any of its property, to or for the account or benefit of the Financial Assistance Recipient (including Investments in a Financial Assistance Recipient, Acquisitions from a Financial Assistance Recipient, and gifts or gratuities to or for the account or benefit of a Financial Assistance Recipient); "FOUNDERS OPTIONS" means the options granted prior to the date hereof to the founders of Points to acquire up to 1,818,182 common shares in the capital of Points; "GAAP" means, in respect of the Borrower and its Subsidiaries, generally accepted accounting principles in Canada applied on a consistent basis; "GENERAL SECURITY AGREEMENT" means the general security agreement dated the Original Issue Date and entered into by the Borrower in favour of the Lender, in form and substance satisfactory to the Lender, as

-5whatsoever (by means of loan, guarantee or otherwise) of or from such Financial Assistance Provider, or of or from any other Person with recourse against such Financial Assistance Provider or any of its property, to or for the account or benefit of the Financial Assistance Recipient (including Investments in a Financial Assistance Recipient, Acquisitions from a Financial Assistance Recipient, and gifts or gratuities to or for the account or benefit of a Financial Assistance Recipient); "FOUNDERS OPTIONS" means the options granted prior to the date hereof to the founders of Points to acquire up to 1,818,182 common shares in the capital of Points; "GAAP" means, in respect of the Borrower and its Subsidiaries, generally accepted accounting principles in Canada applied on a consistent basis; "GENERAL SECURITY AGREEMENT" means the general security agreement dated the Original Issue Date and entered into by the Borrower in favour of the Lender, in form and substance satisfactory to the Lender, as amended, restated or replaced from time to time; "GOVERNMENTAL AUTHORITY" means, when used with respect to any Person, any government, parliament, legislature, regulatory authority, agency, tribunal, department, commission, board, instrumentality, court, arbitration board or arbitrator or other law, regulation or rule making entity (including a Minister of the Crown, any central bank, Superintendent of Financial Institutions or other comparable authority or agency) having or purporting to have jurisdiction on behalf of, or pursuant to the laws of, Canada or any country in which such Person is incorporated, continued, amalgamated, merged or otherwise created or established or in which such Person has an undertaking, carries on business or holds property, or any province, territory, state, municipality, district or political subdivision of any such country or of any such province, territory or state of such country; "GUARANTEE" means, with respect to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any indebtedness, letter of credit, lease, dividend or other obligation of another, including any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation of any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation (including keep-well covenants), or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or non-furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected against loss in respect thereof. The amount of any Guarantee shall be equal to

-6the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited; "HAZARDOUS MATERIAL" means, collectively, (a) any petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and transformers or other equipment that contain dielectric fluid containing polychlorinated biophyls ("PCB's"), (b) any chemicals or other materials or substances which are now or hereafter become defined as or included in the definition of "hazardous recyclables", "extremely hazardous wastes", "restricted hazardous wastes", "toxic substances", "toxic pollutants", "contaminants" "pollutants" or words of similar import under any Environmental Law, and (c) any other chemical, contaminant, pollutant, deleterious substance, dangerous good or other material or substance, which is limited or regulated under any Environmental Law; "HEDGING AGREEMENTS" means, for any Person, (a) an interest rate swap, cap or collar agreement or

-6the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited; "HAZARDOUS MATERIAL" means, collectively, (a) any petroleum or petroleum products, flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and transformers or other equipment that contain dielectric fluid containing polychlorinated biophyls ("PCB's"), (b) any chemicals or other materials or substances which are now or hereafter become defined as or included in the definition of "hazardous recyclables", "extremely hazardous wastes", "restricted hazardous wastes", "toxic substances", "toxic pollutants", "contaminants" "pollutants" or words of similar import under any Environmental Law, and (c) any other chemical, contaminant, pollutant, deleterious substance, dangerous good or other material or substance, which is limited or regulated under any Environmental Law; "HEDGING AGREEMENTS" means, for any Person, (a) an interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more financial institutions or other entities providing for the transfer or mitigation of interest risks, either generally or under specific contingencies, and (b) an agreement or arrangement between such Person and one or more financial institutions or other entities providing for the transfer or mitigation of risks of fluctuations in the exchange rate between any foreign currency and Canadian dollars either generally or under specific contingencies; "INVESTMENT" means, with respect to any Person, the making by such Person of (a) any direct or indirect investment in or purchase or other acquisition of the securities of or an equity interest in any other Person, (b) any loan or advance to, or arrangement for the purpose of providing funds or credit to (excluding extensions of trade credit in the ordinary course of business in accordance with customary commercial terms) any other Person, or (c) any capital contribution to (whether by means of a transfer of cash or other property or any payment for property or services for the account or use of) any other Person; provided that, for greater certainty, an Acquisition shall not be treated as an Investment; "LENDER" means CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce, and its successors and assigns; "LIEN" means any mortgage, charge, pledge, hypothecation, assignment, deposit arrangement, lien (statutory or otherwise), preference, security interest or other charge or encumbrance of any nature however arising, or any other agreement or arrangement creating in favour of any creditor a right in respect of any particular property that is prior to the right of any other creditor in respect of such property, and includes the right of a lessor under a Capitalized Lease Obligation, the right of a vendor under a conditional sale agreement and any easement, right of way or other encumbrance on real property; "LOAN DOCUMENTS" means this Debenture, the Security Documents, the Subscription Agreement and all other documents from time to time entered into by the Lender or for the benefit of the Lender in connection with this Debenture;

-7"MATERIAL ADVERSE EFFECT" means, individually or in the aggregate, a material adverse effect on (a) the business, operations, properties or condition (financial or otherwise) of the Borrower, XI or Points (b) the ability of the Borrower or its Subsidiaries to perform its obligations under the Subscriber Documents, or (c) the rights and remedies of the Lender under the Subscriber Documents; "MAXIMUM AMOUNT" has the meaning attributed to such term in Section 3.1; "NATURAL ENVIRONMENT" means the air, land, subsoil, surface water, ground water, and property or any combination or part thereof in any jurisdiction in which the Borrower or any Subsidiary carries on business; "NON-ARM'S LENGTH PERSON" means any director, senior or executive officer, Affiliate or Associate of the Borrower or any Subsidiary or any other Person who does not deal at arm's length with the Borrower or any of its Affiliates within the meaning of such concept as used in the Income Tax Act (Canada);

-7"MATERIAL ADVERSE EFFECT" means, individually or in the aggregate, a material adverse effect on (a) the business, operations, properties or condition (financial or otherwise) of the Borrower, XI or Points (b) the ability of the Borrower or its Subsidiaries to perform its obligations under the Subscriber Documents, or (c) the rights and remedies of the Lender under the Subscriber Documents; "MAXIMUM AMOUNT" has the meaning attributed to such term in Section 3.1; "NATURAL ENVIRONMENT" means the air, land, subsoil, surface water, ground water, and property or any combination or part thereof in any jurisdiction in which the Borrower or any Subsidiary carries on business; "NON-ARM'S LENGTH PERSON" means any director, senior or executive officer, Affiliate or Associate of the Borrower or any Subsidiary or any other Person who does not deal at arm's length with the Borrower or any of its Affiliates within the meaning of such concept as used in the Income Tax Act (Canada); "NON-VOTING SHARES" means the "non-voting shares" in the capital of Points; "OBLIGATIONS" means all indebtedness, liabilities and other obligations of the Borrower to the Lender hereunder or under any other Loan Document, whether actual or contingent, direct or indirect, matured or not, now existing or hereafter arising; "OFFICER'S CERTIFICATE" means a certificate, in form satisfactory to the Lender (a) in the case of any such certificate of the Borrower, signed by the Chairman, the President, the Chief Financial Officer or Vice President of the Borrower, and (b) in all other cases, of the applicable Person required to provide such certificate signed by the president or a vice president of such corporation or by such other of its senior officers as may be acceptable to the Lender, acting reasonably; "OPTION AGREEMENT" means the option agreement dated the Original Issue Date amongst the Borrower, XI and the Lender, substantially in the form attached as Exhibit B to the Subscription Agreement, as amended, restated or replaced from time to time; "ORIGINAL ISSUE DATE" means March 15, 2001; "ORIGINAL PRINCIPAL AMOUNT" has the meaning attributed to such term in the first paragraph of this Debenture; "PARTNER WARRANTS" means share purchase warrants (with an exercise price equal to or greater than US$1.96 (subject to anti-dilution adjustments)) to acquire up to 7,703,892 common shares in the capital of the Points issued by Points from time to time to Persons whose loyalty programs participate in the Points exchange; "PERMITS" means all permits, licenses, authorizations, approvals, franchises, rights-of-way, easements and entitlements which the Borrower or any Subsidiary requires, or is required to have, to own, lease or license its property or operate or carry on the Business;

-8"PERMITTED LIENS" means, in respect of any property of the Borrower or any Subsidiary, any of the following: (a) Liens for taxes, assessments or government charges, including charges for workers' compensation and employment insurance, which are not due or delinquent, or the validity of which is being contested by it in good faith, provided that the outcome of such contest would not reasonably be expected to have a Material Adverse Effect; (b) Liens imposed or permitted by law such as carriers' liens, builders' liens, materialmens' liens and other liens, privileges or other charges of a similar nature, in respect of obligations not yet due or delinquent, or the validity of which is being contested in good faith, provided that the outcome of such contest would not reasonably be

-8"PERMITTED LIENS" means, in respect of any property of the Borrower or any Subsidiary, any of the following: (a) Liens for taxes, assessments or government charges, including charges for workers' compensation and employment insurance, which are not due or delinquent, or the validity of which is being contested by it in good faith, provided that the outcome of such contest would not reasonably be expected to have a Material Adverse Effect; (b) Liens imposed or permitted by law such as carriers' liens, builders' liens, materialmens' liens and other liens, privileges or other charges of a similar nature, in respect of obligations not yet due or delinquent, or the validity of which is being contested in good faith, provided that the outcome of such contest would not reasonably be expected to have a Material Adverse Effect; (c) undetermined or inchoate Liens arising in the ordinary course of and incidental to construction or current operations which have not been filed pursuant to law and in respect of which no steps or proceedings to enforce such liens have been initiated, and which relate to obligations which are not due or delinquent or which, although filed, relate to obligations not overdue or to obligations being contested by it in good faith with a reasonable likelihood of success, or which would not reasonably be expected to have a Material Adverse Effect; (d) the Security; (e) Liens securing Purchase Money Obligations provided such Liens charge only the asset subject to the Purchase Money Obligation and no other asset; (f) liens securing Capitalized Lease Obligations; (g) Liens of judgments rendered or claims filed which are being contested in good faith by it by proper legal proceedings, provided that such proceedings effectively postpone enforcement of any such Lien and do not otherwise result in an Event of Default hereunder; (h) easements, rights-of-way, servitudes, zoning, and similar rights in or restrictions in respect of land (including rights-of-way and servitudes for railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light and power and telephone or telegraph or cable television conduits, poles, wires and cables) granted to or reserved or taken by other Persons, which do no, individually or in the aggregate, materially detract from the use or value of the property subject thereto; (i) the reservations, limitations, provisos and conditions in any original grants from the Crown of any land or interests therein and statutory exceptions, qualifications and reservations in respect of title;

-9(j) the unexercised rights reserved or vested in any Governmental Authority by the terms of any title documents, or by any statutory provisions, to terminate any such title documents, or other interests in land, or to require annual or other periodic payments as a condition of the continuance thereof; (k) defects in title which are not general in application and which do not, individually or in the aggregate, materially detract from the value of the property or any significant part thereof or materially impair the use of any thereof in the operation of their respective businesses; and (l) all other items set out in Schedule "C". "PERSON" means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative or Governmental Authority; "PLEDGE AGREEMENT" means the pledge agreement dated the Original Issue Date, as amended, restated or

-9(j) the unexercised rights reserved or vested in any Governmental Authority by the terms of any title documents, or by any statutory provisions, to terminate any such title documents, or other interests in land, or to require annual or other periodic payments as a condition of the continuance thereof; (k) defects in title which are not general in application and which do not, individually or in the aggregate, materially detract from the value of the property or any significant part thereof or materially impair the use of any thereof in the operation of their respective businesses; and (l) all other items set out in Schedule "C". "PERSON" means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative or Governmental Authority; "PLEDGE AGREEMENT" means the pledge agreement dated the Original Issue Date, as amended, restated or replaced from time to time, entered into by the Borrower in favour of the Lender whereby the Borrower pledged to the Lender, as security for the Obligations, the Pledged Assets; "PLEDGED ASSETS" means the shares and other securities held by the Borrower in the capital of XI and all other securities of the Subsidiaries held by the Borrower from time to time, together with the related assets described in the Pledge Agreement; "POINTS" means Points.com Inc., a corporation incorporated under the laws of Ontario, its successors and assigns; "PRINCIPAL AMOUNT" means the principal amount outstanding under this Debenture from time to time, being the Original Principal Amount as increased or decreased pursuant to the terms and conditions of this Debenture; "PUBLIC OFFERING" means a sale or other distribution to the public of treasury shares of the Borrower by way of a prospectus, registration statement or other similar disclosure document which would result in those shares being freely tradeable in a jurisdiction in Canada or in the United States to and between members of the public without the requirement of filing a further prospectus or similar disclosure document; "PURCHASE MONEY OBLIGATIONS" means the outstanding balance of the purchase price of real and/or personal property, title to which has been acquired or will be acquired upon payment of such purchase price, or indebtedness to non-vendor third parties incurred to finance the acquisition of such new and not replacement real and/or personal property, or any refinancing of such indebtedness or outstanding balance; "QUALIFIED PUBLIC OFFERING" means a Public Offering having the following characteristics:

-10(i) the Borrower's Common Shares issued pursuant to the Public Offering are listed for trading on The Toronto Stock Exchange, The Nasdaq Stock Market or another senior securities exchange satisfactory to the Board of Directors; (ii) the gross proceeds from the Public Offering to the Borrower are at least $30,000,000 in the aggregate; (iii) the issue price per Common Share in the Public Offering is at least four times the Conversion Price; and (iv) the Borrower has an equity value (using the price at which the shares of the Borrower are being offered pursuant to the Public Offering) of at least $175,000,000 on a pre-offering basis; "QUALIFYING PROVINCES" has the meaning attributed to such term in Section 3.12; "REDEEMABLE PREFERRED SHARES" shall mean, in respect of any Person, shares of the capital stock (or

-10(i) the Borrower's Common Shares issued pursuant to the Public Offering are listed for trading on The Toronto Stock Exchange, The Nasdaq Stock Market or another senior securities exchange satisfactory to the Board of Directors; (ii) the gross proceeds from the Public Offering to the Borrower are at least $30,000,000 in the aggregate; (iii) the issue price per Common Share in the Public Offering is at least four times the Conversion Price; and (iv) the Borrower has an equity value (using the price at which the shares of the Borrower are being offered pursuant to the Public Offering) of at least $175,000,000 on a pre-offering basis; "QUALIFYING PROVINCES" has the meaning attributed to such term in Section 3.12; "REDEEMABLE PREFERRED SHARES" shall mean, in respect of any Person, shares of the capital stock (or other equity interests) of such Person that are entitled to preference or priority over any other shares of the capital stock (or other equity interests) of such Person in respect of payment of dividends (or their equivalent) or distribution of assets upon liquidation, and which are: (a) redeemable, payable or required to be purchased or otherwise retired or extinguished or convertible into Debt of such Person, in any case (a) at a fixed or determinable date, whether by operation of sinking fund or otherwise, (b) at the option of any Person other than such Person, or (c) upon the occurrence of a condition not solely within the control of such Person, or (b) convertible into other Redeemable Preferred Shares; "RELEASE" means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, including the movement of Hazardous Materials through ambient air, soil, surface water, ground water, wetlands, land or subsurface strata; "REORGANIZATION" has the meaning attributed to such term in Section 8.1; "RESTRICTED PAYMENT" means, with respect to the Borrower and any Subsidiary, any payment by such Person to any other Person (a) of any dividends or any other distribution on any shares of its capital, (b) on account of, or for the purpose of setting apart any property for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any shares of its capital or any warrants, options or rights to acquire any such shares, (c) of any principal of, or interest or premium on, or of any amount in respect of a sinking or analogous fund or defeasance fund for, any Debt of the Borrower ranking in right of payment pari passu with or subordinate to the Obligations or (d) of any management, consulting or similar fee, or any material bonus or comparable payment, or material payment by way of gift or other gratuity, to any Non-Arm's Length

-11Person, unless such payment is to a director or to a senior or executive officer of the Borrower or a Subsidiary either in the ordinary course of employment or with the approval of the board of directors of the Borrower or the applicable Subsidiary; "RIGHT OF POSTPONEMENT" has the meaning attributed to such term in Section 2.4; "SALE-LEASEBACK" means an arrangement under which title to any property or an interest therein is transferred by or on the direction of a Person ("X") to another Person which leases or otherwise grants the right to use such property, asset or interest (or other property, which X intends to use for the same or a similar purpose) to X (or nominee of X), whether or not in connection therewith X also acquires a right or is subject to an obligation to acquire the property, asset or interest, and regardless of the accounting treatment of such arrangement;

-11Person, unless such payment is to a director or to a senior or executive officer of the Borrower or a Subsidiary either in the ordinary course of employment or with the approval of the board of directors of the Borrower or the applicable Subsidiary; "RIGHT OF POSTPONEMENT" has the meaning attributed to such term in Section 2.4; "SALE-LEASEBACK" means an arrangement under which title to any property or an interest therein is transferred by or on the direction of a Person ("X") to another Person which leases or otherwise grants the right to use such property, asset or interest (or other property, which X intends to use for the same or a similar purpose) to X (or nominee of X), whether or not in connection therewith X also acquires a right or is subject to an obligation to acquire the property, asset or interest, and regardless of the accounting treatment of such arrangement; "SECURITY" means the Liens created by the Security Documents; "SECURITY DOCUMENTS" means the Pledge Agreement, the General Security Agreement, the XI Guarantee, the XI Pledge Agreement, the XI General Security Agreement and any other guarantees and security documents held from time to time by the Lender, securing or intended to secure repayment of the Obligations, including the security described in Section 4.1 hereunder and, in the singular, any one of such Security Documents; "SUBSCRIBER DOCUMENTS" has the meaning attributed to such term in the Subscription Agreement; "SUBSCRIPTION AGREEMENT" means the subscription agreement dated the Original Issue Date between the Borrower and the Lender pursuant to which the Lender subscribed for this Debenture, as amended, restated or replaced from time to time; "SUBSIDIARY" means, with respect to a corporation, a subsidiary body corporate within the meaning of the Business Corporations Act, (Ontario) as in force on the date of this Agreement, and any partnership or other organization in respect of which the corporation or any Subsidiary of the corporation has the right to make or control management decisions, and "SUBSIDIARIES" means all of them. Where the term "Subsidiary" or "Subsidiaries" is used herein without further qualification, such term shall mean a Subsidiary or the Subsidiaries of the Borrower. For greater certainty, ThinOffice shall at all times be deemed a Subsidiary of the Borrower until it is sold as contemplated by section 8.1(a) and each of XI and Points shall at all times be deemed Subsidiaries of the Borrower until, if applicable, it is amalgamated with the Borrower as contemplated by section 8.1(d); "TAXES" means all taxes of any kind or nature whatsoever including, without limitation, income taxes, sales or value-added taxes, levies, stamp taxes, royalties, duties, and all fees, deductions, compulsory loans and withholdings imposed, levied, collected, withheld or assessed as of the Original Issue Date or at any time in the future, by an Governmental

-12Authority of or within Canada or any other jurisdiction whatsoever having power to tax, together with penalties, fines, additions to tax and interest thereon; "THINOFFICE" means ThinOffice Inc., a corporation incorporated under the laws of Ontario, its successors and assigns; "XI" means Exclamation Inc., a corporation incorporated under the laws of Ontario, its successors and assigns; "XI DEBENTURE" means the debenture of XI dated the Original Issue Date in the aggregate principal amount of $4,000,000 to be issued to the Borrower, as amended, restated or replaced from time to time; "XI GENERAL SECURITY AGREEMENT" means the general security agreement to be dated the Original Issue Date and to be entered into by XI in favour of the Lender, in form and substance satisfactory to the Lender,

-12Authority of or within Canada or any other jurisdiction whatsoever having power to tax, together with penalties, fines, additions to tax and interest thereon; "THINOFFICE" means ThinOffice Inc., a corporation incorporated under the laws of Ontario, its successors and assigns; "XI" means Exclamation Inc., a corporation incorporated under the laws of Ontario, its successors and assigns; "XI DEBENTURE" means the debenture of XI dated the Original Issue Date in the aggregate principal amount of $4,000,000 to be issued to the Borrower, as amended, restated or replaced from time to time; "XI GENERAL SECURITY AGREEMENT" means the general security agreement to be dated the Original Issue Date and to be entered into by XI in favour of the Lender, in form and substance satisfactory to the Lender, as amended, restated or replaced from time to time; "XI GUARANTEE" means the guarantee dated the Original Issue Date and to be entered into by XI in favour of the Lender, in form and substance satisfactory to the Lender, as amended, restated or replaced from time to time; and "XI PLEDGE AGREEMENT" means the pledge agreement dated the Original Issue Date entered into by XI in favour of the Lender, in form and substance satisfactory to the Lender, as amended, restated or replaced from time to time. 1.2. INVALIDITY, ETC. Each of the provisions contained in this Debenture is distinct and severable and a declaration of invalidity, illegality or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. 1.3. HEADINGS, ETC. The division of this Debenture into articles, sections and clauses, the inclusion of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. 1.4. GOVERNING LAW This Debenture shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

-131.5. ATTORNMENT The parties hereto irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario for all matters arising out of or in connection with this Debenture. 1.6. CURRENCY Except as otherwise specifically provided herein, monetary amounts in this Debenture are stated in and will be paid in Canadian dollars. 1.7. THIS AGREEMENT TO GOVERN If there is any inconsistency between the terms of this Debenture and the terms of any Security Document, the provisions hereof shall prevail to the extent of the inconsistency.

-131.5. ATTORNMENT The parties hereto irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario for all matters arising out of or in connection with this Debenture. 1.6. CURRENCY Except as otherwise specifically provided herein, monetary amounts in this Debenture are stated in and will be paid in Canadian dollars. 1.7. THIS AGREEMENT TO GOVERN If there is any inconsistency between the terms of this Debenture and the terms of any Security Document, the provisions hereof shall prevail to the extent of the inconsistency. 1.8. ACTIONS ON DAYS OTHER THAN BUSINESS Except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a Business Day and, as a result, such payment cannot be made or action cannot be taken on such day, then this Debenture shall be deemed to provide that such payment shall be made or such action shall be taken on the first Business Day after such day. 1.9. INTEREST ACT For the purposes of the Interest Act (Canada) and disclosure under such act, whenever interest to be paid under this Debenture or any Loan Document is to be calculated on the basis of a year of 365 days or 360 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either 365, 360 or such other period of time, as the case may be. 1.10. SCHEDULES, ETC. The following are the schedules attached to this Agreement Schedule A - Compliance Certificate Schedule B - General Disclosure Schedule C - Permitted Liens Schedule D - Reorganization Term Sheet

-14ARTICLE 2. PAYMENTS 2.1. INTEREST RATE Interest shall accrue from the Original Issue Date on the outstanding Principal Amount of this Debenture from time to time at a rate of 11% per annum. 2.2. CALCULATION AND PAYMENT OF INTEREST Interest on the outstanding Principal Amount shall accrue from day to day, both before and after default, demand,

-14ARTICLE 2. PAYMENTS 2.1. INTEREST RATE Interest shall accrue from the Original Issue Date on the outstanding Principal Amount of this Debenture from time to time at a rate of 11% per annum. 2.2. CALCULATION AND PAYMENT OF INTEREST Interest on the outstanding Principal Amount shall accrue from day to day, both before and after default, demand, maturity and judgment, and shall be calculated on the basis of the actual number of days elapsed and on the basis of a year of 365 days. Unless payment is otherwise required in accordance with the terms and conditions of this Debenture, interest shall be payable on this Debenture in cash on the Maturity Date (for greater certainty, as contemplated by section 3.4.4, if the Lender prior to or on the Maturity Date exercises its Conversion Right, interest shall be payable in cash on the Maturity Date only in respect of interest which has accrued over the term of this Debenture on that portion of the Principal Amount which is not converted pursuant to the exercise of the Conversion Right). Interest shall compound on an annual basis on the last day immediately prior to each anniversary of the Original Issue Date (and thereafter interest shall accrue on such compounded interest at the rate set out in Section 2.1). 2.3. REPAYMENT OF THE DEBENTURE Subject to the terms and conditions of this Debenture, the Borrower shall not be required, and shall not be entitled, to make payments of principal on this Debenture except as set out in the next sentence, unless prepayment is required pursuant to the provisions of Section 2.9 hereof or the Obligations are declared due and payable in accordance with Section 7.2. Unless payment is otherwise required or made earlier in accordance with the terms and conditions of this Debenture, the Principal Amount of this Debenture, together with all accrued and unpaid interest and other amounts payable under this Debenture, shall be due and payable in full in cash on the Maturity Date. 2.4. RIGHT OF POSTPONEMENT The Lender shall be entitled to elect to extend the term of the Debenture (the "Right of Postponement") for a maximum of four (4) successive one year periods by providing up to four (4) notices (each, an "Extension Notice") to the Borrower, in each case no later than 95 days prior to the then Maturity Date. Each Extension Notice shall extend the term of the Debenture (and, as a result, the Maturity Date) by one year and must be delivered to the Borrower prior to the Maturity Date which is applicable prior to the delivery of the applicable Extension Notice (for greater certainty, if the Lender delivers an Extension Notice prior to March 15, 2004, the Maturity Date shall be extended to March 15, 2005 and if the Lender delivers a second

-15Extension Notice prior to March 15, 2005, the Maturity Date shall be extended to March 16, 2006 and so on). 2.5. SALE FROM TREASURY The Lender acknowledges that the Borrower may, at its option, and without the requirement of obtaining the Lender's consent make arrangements within 90 days prior to the Maturity Date: (a) complete the sale to third parties from treasury of the number of its Common Shares required to raise the cash necessary to repay this Debenture (including interest); or (b) charge assets of the Borrower, such charges subordinate to the Security, to raise the cash necessary to repay this Debenture (including interest) (and for greater certainty upon the due payment and performance in full of all the obligations of the Borrower under this Debenture and the other Loan Documents the Lender agrees to release the property of the Borrower and XI under the Security as required by Section 4.5); or (c) sell some or all of its assets (effective at the time repayment of this Debenture is due) and use

-15Extension Notice prior to March 15, 2005, the Maturity Date shall be extended to March 16, 2006 and so on). 2.5. SALE FROM TREASURY The Lender acknowledges that the Borrower may, at its option, and without the requirement of obtaining the Lender's consent make arrangements within 90 days prior to the Maturity Date: (a) complete the sale to third parties from treasury of the number of its Common Shares required to raise the cash necessary to repay this Debenture (including interest); or (b) charge assets of the Borrower, such charges subordinate to the Security, to raise the cash necessary to repay this Debenture (including interest) (and for greater certainty upon the due payment and performance in full of all the obligations of the Borrower under this Debenture and the other Loan Documents the Lender agrees to release the property of the Borrower and XI under the Security as required by Section 4.5); or (c) sell some or all of its assets (effective at the time repayment of this Debenture is due) and use the sale proceeds from such sale or sales to repay the Debenture (including interest) (provided that the proceeds of such sale or sales shall not exceed the amount required to be repaid on such date). 2.6. DEFEASANCE If the Borrower duly and irrevocably pays into a trust bank account, designated by the Lender, for the benefit of the Lender, the Principal Amount owing on such date plus the maximum total interest which may accrue and may be payable under this Debenture as of March 15, 2008 (being the latest possible date of the Maturity Date), then the Borrower and its Subsidiaries' obligations under Article 5 hereof (except for subsection 5.1.1) will cease and become null and void and the Security will revert to and revest in the Borrower and XI without any release, acquittance, reconveyance, re-entry or other act or formality whatsoever. The Lender shall, upon the written request and at the expense of the Borrower, in such circumstances, cancel and discharge the Security and execute and deliver to the Borrower such deeds or other instruments as shall be requisite to discharge the Security and to reconvey to the Borrower (or as it may in writing direct) any property subject to the Security (in each case, other than as set forth above). For greater certainty, no defeasance by the Borrower or release of covenants or Security shall affect the Lender's rights to extend the Maturity Date as permitted by Section 2.4 or to convert all or any part of this Debenture as permitted by Article 3. 2.7. APPLICATION OF PREPAYMENTS AND REPAYMENTS Any amounts prepaid or repaid with the consent of the Lender or where required pursuant to the terms hereof shall not be reborrowed. All amounts prepaid or repaid shall be applied firstly in reduction of the accrued and unpaid interest then outstanding and thereafter in reduction of the principal amount of this Debenture being prepaid or repaid. 2.8. PAYMENTS GENERALLY All payments made pursuant to this Debenture (in respect of principal, interest or otherwise) shall be made by the Borrower to the Lender by way of deposit by or on behalf of the

-16Borrower to the account specified therefor by the Lender no later than 3:00 p.m. (Toronto time) on the due date therefor. Any payments received after such time shall be considered for all purposes as having been made on the next following Business Day unless the Lender otherwise agrees in writing. 2.9. PAYMENTS - NO DEDUCTION All payments made in respect of this Debenture (in respect of principal, interest or otherwise) shall be made in full without set-off or counterclaim, and free of and without deduction or withholding for any present or future Taxes, other than Excluded Taxes, provided that if the Borrower shall be required by law to deduct or withhold any Taxes, other than Excluded Taxes, from or in respect of any payment or sum payable to the Lender, the payment or sum payable shall be increased as may be necessary so that after making all required deductions or withholdings, the Lender receives an amount equal to the sum it would have received if no deduction or

-16Borrower to the account specified therefor by the Lender no later than 3:00 p.m. (Toronto time) on the due date therefor. Any payments received after such time shall be considered for all purposes as having been made on the next following Business Day unless the Lender otherwise agrees in writing. 2.9. PAYMENTS - NO DEDUCTION All payments made in respect of this Debenture (in respect of principal, interest or otherwise) shall be made in full without set-off or counterclaim, and free of and without deduction or withholding for any present or future Taxes, other than Excluded Taxes, provided that if the Borrower shall be required by law to deduct or withhold any Taxes, other than Excluded Taxes, from or in respect of any payment or sum payable to the Lender, the payment or sum payable shall be increased as may be necessary so that after making all required deductions or withholdings, the Lender receives an amount equal to the sum it would have received if no deduction or withholding had been made and the Borrower shall pay the full amount deducted to the relevant taxation or other authority in accordance with Applicable Law. If the Lender becomes liable for any Tax in the jurisdiction in which the Borrower is located as a result of a payment being made without the required Tax in that jurisdiction having been deducted or withheld, the payor shall indemnify the Lender for such Tax and any interest and penalties thereon, and the indemnity payment shall be increased as necessary so that after the imposition of any Tax in that jurisdiction on the indemnity payment (including Tax in respect of any such increase in the indemnity payment), the Lender shall receive the full amount of Taxes, interest and penalties for which it is liable in that jurisdiction. 2.10. ILLEGALITY If any Applicable Law coming into force after the Original Issue Date, or if any change in any existing Applicable Law or in the interpretation or application thereof by any court or Governmental Authority, now or hereafter makes it unlawful for the Lender to have subscribed for or hold this Debenture or to give effect to its obligations in respect thereof, the Lender may, by written notice thereof to the Borrower, declare its obligations under this Debenture to be terminated, and the Borrower shall prepay, within the time required by such law, the Principal Amount of the Debenture together with accrued interest thereon and any other amounts owing under this Debenture as may be applicable to the date of such payment. If any such event shall, in the opinion of the Lender, only affect part of this Debenture, the remainder of the Debenture shall be unaffected and the obligations of the Borrower under the Loan Documents shall continue. 2.11. CHANGE IN CIRCUMSTANCES If the introduction of or any change in any Applicable Law relating to the Lender or any change in the interpretation of application thereof by any Governmental Authority or compliance by the Lender with any request or direction of any Governmental Authority:

-17(a) subjects the Lender or causes the withdrawal or termination of a previously granted exemption with respect to, any Taxes or changes the basis of taxation of payments due to the Lender or increases any existing Taxes on payments of amounts owning to the Lender (other than Taxes of application to the overall income of the Lender); (b) imposes, modifies or deems applicable any reserve, liquidity, cash margin, capital, special deposit, deposit insurance or assessment, or any other regulatory or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds for loans by, the Lender; (c) imposes on the Lender or requires there to be maintained by the Lender any capital adequacy or additional capital requirement (including, without limitation, a requirement which affects the Lender's allocation of capital resources to its obligations) in respect of the Lender's obligations hereunder; or (d) imposes on the Lender any other condition or requirement with respect to this Debenture (other than Taxes of application to the overall income of the Lender);

-17(a) subjects the Lender or causes the withdrawal or termination of a previously granted exemption with respect to, any Taxes or changes the basis of taxation of payments due to the Lender or increases any existing Taxes on payments of amounts owning to the Lender (other than Taxes of application to the overall income of the Lender); (b) imposes, modifies or deems applicable any reserve, liquidity, cash margin, capital, special deposit, deposit insurance or assessment, or any other regulatory or similar requirement against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds for loans by, the Lender; (c) imposes on the Lender or requires there to be maintained by the Lender any capital adequacy or additional capital requirement (including, without limitation, a requirement which affects the Lender's allocation of capital resources to its obligations) in respect of the Lender's obligations hereunder; or (d) imposes on the Lender any other condition or requirement with respect to this Debenture (other than Taxes of application to the overall income of the Lender); and such occurrence has the effect of: (e) increasing the cost to the Lender of agreeing to make or making, maintaining or funding this Debenture or any portion thereof; (f) reducing the amount of the Obligations owing to the Lender; (g) directly or indirectly reducing the effective return to the Lender under this Debenture or on its overall capital as a result of entering into this Debenture or as a result of any of the transactions or obligations contemplated by this Debenture (other than a reduction resulting from a higher rate of income tax being imposed on the Lender's overall income); or (h) causing the Lender to make any payment or to forego any interest, fees or other return on or calculated by reference to any sum received or receivable by the Lender hereunder; then, the Lender shall also advise the Borrower by way of a certificate of an officer of setting forth, with sufficient particulars (including for greater certainty, the details of calculations relevant thereto), the facts relevant to the application of this Section 2.11, and, absent manifest error in such officer's certificate, the Borrower shall promptly upon demand by the Lender pay or cause to be paid to the Lender such additional amounts as shall be sufficient to fully indemnify the Lender for such additional cost, reduction, payment, foregone interest or other return. A certificate of the Lender documenting the relevant calculations and submitted to the Borrower by the Lender shall be conclusive and binding for all purposes, absent manifest error.

-182.12. PAYMENT OF COSTS AND EXPENSES The Borrower shall pay to the Lender on demand all reasonable costs and expenses of the Lender and its agents and any receiver or receiver-manager appointed by it or by a court in connection with this Debenture and the Subscriber Documents, including, without limitation: 2.12.1. prior to the date of advance of the Original Principal Amount, the preparation of this Debenture or any of the Subscriber Documents (to a maximum of $[ ]); 2.12.2. following the date of advance of the Original Principal Amount, the preparation of any actual or proposed amendment or modification hereof or thereof or any waiver hereunder or thereunder and all instruments supplemental or ancillary thereto; 2.12.3. following the date of advance of the Original Principal Amount obtaining advice as to the Lender's rights and responsibilities under this Debenture or the Subscriber Documents; and

-182.12. PAYMENT OF COSTS AND EXPENSES The Borrower shall pay to the Lender on demand all reasonable costs and expenses of the Lender and its agents and any receiver or receiver-manager appointed by it or by a court in connection with this Debenture and the Subscriber Documents, including, without limitation: 2.12.1. prior to the date of advance of the Original Principal Amount, the preparation of this Debenture or any of the Subscriber Documents (to a maximum of $[ ]); 2.12.2. following the date of advance of the Original Principal Amount, the preparation of any actual or proposed amendment or modification hereof or thereof or any waiver hereunder or thereunder and all instruments supplemental or ancillary thereto; 2.12.3. following the date of advance of the Original Principal Amount obtaining advice as to the Lender's rights and responsibilities under this Debenture or the Subscriber Documents; and 2.12.4. the defence, establishment, protection or enforcement of any of the rights or remedies of the Lender under this Debenture or any of the Subscriber Documents including, without limitation, all costs and expenses of establishing the validity and enforceability of, or of collection of amounts owing under, any of the Security Documents or any enforcement of the Security; including, without limitation, all of the reasonable fees, expenses and disbursements of legal counsel to the Lender incurred in connection therewith. 2.13. INDEMNITIES 2.13.1. The Borrower shall indemnify and save harmless the Lender from all claims, demands, liabilities, damages, losses, costs, charges and expenses (including the reasonable fees, expenses and disbursements of legal counsel to the Lender), which may be incurred by the Lender as a consequence of or in respect of (i) default by the Borrower in the payment when due of any Obligation or any other Default or Event of Default hereunder, (ii) the application by the Borrower or any Subsidiary of the proceeds of this Debenture. A certificate of the Lender as to any such loss or expense and containing reasonable details of the calculation of such loss or expense shall be, absent manifest error, prima facie evidence of the amount of such loss or expense. 2.13.2. The Borrower shall indemnify and save harmless the Lender and its Affiliates, agents, officers, directors and employees (each an "Indemnified Party") from all claims, demands, liabilities, damages, losses, costs, charges and expenses (including without limitation any investigatory, remedial, clean-up, compliance or preventative costs, charges and expenses) (collectively, "Claims") which may be asserted against or incurred by such Indemnified Party under or on account of any applicable Environmental Law (including the assertion of any Lien thereunder), whether upon realization of the Security, or as a lender to the Borrower, or as successor to or assignee of any right or interest of the

-19Borrower or any of the Borrower's Subsidiaries or as a result of any order, investigation or action by any Governmental Authority relating to any one of its or their business or property, including without limitation any Claims arising from: (a) the Release of a Contaminant, the threat of the Release of any Contaminant, or the presence of any Contaminant affecting the real or personal property of the Borrower or any of its Subsidiaries, whether or not the Contaminant originates or emanates from such Person's property or any other real property or personal property located thereon; (b) the Release of a Contaminant owned by, or under the charge, management or control of, the Borrower or any of its Subsidiaries or any predecessors or assignors thereof;

-19Borrower or any of the Borrower's Subsidiaries or as a result of any order, investigation or action by any Governmental Authority relating to any one of its or their business or property, including without limitation any Claims arising from: (a) the Release of a Contaminant, the threat of the Release of any Contaminant, or the presence of any Contaminant affecting the real or personal property of the Borrower or any of its Subsidiaries, whether or not the Contaminant originates or emanates from such Person's property or any other real property or personal property located thereon; (b) the Release of a Contaminant owned by, or under the charge, management or control of, the Borrower or any of its Subsidiaries or any predecessors or assignors thereof; (c) any costs of removal or remedial action incurred by any Governmental Authority or any costs incurred by any other Person or damages from injury to, destruction of, or loss of natural resources in relation to, the real property or personal property of the Borrower or any of its Subsidiaries or any contiguous real property or elsewhere or personal property located thereon, including reasonable costs of assessing such injury, destruction or loss incurred pursuant to Environmental Law; (d) liability for personal injury or property damage arising by reason of any civil law offences or quasi-criminal offences or under any statutory or common tort law theory and any and all other third party claims of any and every nature whatsoever, including, without limitation, damages assessed for the maintenance of a public or private nuisance or for the carrying on of a dangerous activity at, near, or with respect to the real or personal property of the Borrower, or any of its Subsidiaries or elsewhere; and/or (e) any other matter relating to the Natural Environment and Environmental Law affecting the property or the operations and activities of the Borrower or any of its Subsidiaries within the jurisdiction of any Governmental Authority. 2.14. MAXIMUM RATE OF INTEREST Notwithstanding anything herein or in any Subscriber Document to the contrary: (a) In the event that any provision of this Debenture or any other Subscriber Documents would oblige the Borrower to make any payment of interest or other amount payable to the Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lender of interest at a criminal or prohibited rate (as such terms are construed under the Criminal Code (Canada) or any other Applicable Law), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with the same effect as if adjusted at the Original Issue Date to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by

-20the Lender of interest at a criminal or prohibited rate, such adjustment to be effected to the extent necessary in each case, as follows: (i) by reducing any fees and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada) or any other applicable law; and (ii) by reducing the amount or rate of interest exigible under Article 2 of this Debenture. (b) Any amount or rate of interest referred to in this Section 2.14 shall be determined in accordance with generally accepted actuarial practices and principles over the maximum term of this Debenture (or over such shorter term as may be required by Section 347 of the Criminal Code (Canada)) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Lender shall be conclusive for the purposes of such determination, absent manifest error.

-20the Lender of interest at a criminal or prohibited rate, such adjustment to be effected to the extent necessary in each case, as follows: (i) by reducing any fees and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada) or any other applicable law; and (ii) by reducing the amount or rate of interest exigible under Article 2 of this Debenture. (b) Any amount or rate of interest referred to in this Section 2.14 shall be determined in accordance with generally accepted actuarial practices and principles over the maximum term of this Debenture (or over such shorter term as may be required by Section 347 of the Criminal Code (Canada)) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Lender shall be conclusive for the purposes of such determination, absent manifest error. ARTICLE 3. CONVERSION OF DEBENTURE 3.1. CONVERSION RIGHT Upon and subject to the terms and conditions of this Article, the Lender shall have the right (the "Conversion Right"), at its option, at any time prior to the close of business on the Maturity Date to convert up to $6,000,000 (the "Maximum Amount") of the Principal Amount hereof into Common Shares at the Conversion Price. 3.2. AUTOMATIC CONVERSION The Maximum Amount of the Principal Amount of this Debenture shall be automatically converted at the Conversion Price into Common Shares on the date (the "Date of Automatic Conversion") immediately preceding one of the following events (each, a "Liquidity Event"): (i) All of the outstanding Common Shares are sold, transferred or otherwise Disposed of for a price per share of at least four times the Conversion Price; (ii) All or substantially all of the assets of the Borrower are sold for a price that, upon distribution of the net proceeds thereof to the shareholders of the Borrower, (after paying or making provisions for all creditors of the Borrower), would result in net proceeds per Common Share to the Lender, after conversion of the Maximum Amount of this Debenture into Common Shares and making of such distribution, of at least four times the Conversion Price; or (iii) A Qualified Public Offering;

-21provided that in the case of (i) or (ii) above, the Lender shall receive a payment (consisting of cash or readily liquid securities as determined by the Lender in its sole discretion) promptly after the Date of Automatic Conversion of the full value of the Common Shares received by the Lender pursuant to the automatic conversion (which payment shall be made pursuant to a sale or purchase for cancellation of, or receipt of a liquidating distribution on, the Common Shares received by the Lender pursuant to such automatic conversion). 3.3. CONVERSION PRICE The Conversion Price, subject to adjustment in accordance with this Article, shall be $0.31732 per Common Share. 3.4. MANNER OF EXERCISE OF CONVERSION The following rules apply with respect to the conversion of up to the Maximum Amount of this Debenture:

-21provided that in the case of (i) or (ii) above, the Lender shall receive a payment (consisting of cash or readily liquid securities as determined by the Lender in its sole discretion) promptly after the Date of Automatic Conversion of the full value of the Common Shares received by the Lender pursuant to the automatic conversion (which payment shall be made pursuant to a sale or purchase for cancellation of, or receipt of a liquidating distribution on, the Common Shares received by the Lender pursuant to such automatic conversion). 3.3. CONVERSION PRICE The Conversion Price, subject to adjustment in accordance with this Article, shall be $0.31732 per Common Share. 3.4. MANNER OF EXERCISE OF CONVERSION The following rules apply with respect to the conversion of up to the Maximum Amount of this Debenture: 3.4.1. To exercise the Conversion Right, or to give effect to the conversion of this Debenture upon Automatic Conversion, the Lender shall surrender this Debenture at the office of the Borrower in the City of Toronto together with (in the case of exercise of the Conversion Right) written notice (which shall be irrevocable) in a form satisfactory to the Borrower, duly executed by the Lender exercising the Conversion Right in respect of any amount of this Debenture in accordance with the provisions of this Article, stating the Principal Amount which the Lender elects to convert. In the case of exercise of the Conversion Right the surrender of this Debenture accompanied by such written notice shall be deemed to constitute a contract between the Lender and the Borrower whereby: (i) the Lender subscribes for the number of Common Shares which the Lender shall be entitled to receive on such conversion; (ii) the Lender releases the Borrower from all liability to pay the Principal Amount of this Debenture to be converted; (iii) the Borrower agrees that the surrender of this Debenture for conversion constitutes full payment of the subscription price for the Common Shares issuable upon such conversion. Thereupon the Lender will be entitled to be entered in the books of the Borrower as at the Date of Conversion or the Date of Automatic Conversion, as the case may be, as the holder of the number of Common Shares into which such Debenture has been converted in accordance with the provisions of this Article and, as soon as practicable thereafter, the Borrower will deliver to the Lender a certificate or certificates for such Common Shares entered. 3.4.2. For the purposes of the exercise of the Conversion Right, this Debenture will be deemed to be surrendered for conversion on the date (the "Date of Conversion") on which it is so surrendered in accordance with the provisions of this Article. 3.4.3. The Lender shall, upon the exercise of the Conversion Right, surrender this Debenture to the Borrower and the Borrower will cancel the same and will, without charge, promptly deliver to the Lender a new Debenture in an aggregate Principal Amount equal to the part of the Principal Amount of this Debenture that was not converted. For greater certainty, the Lender shall continue to have the right to convert the

-22new Debenture into Common Shares until the Maturity Date provided that in no case shall the aggregate Principal Amount converted exceed the Maximum Amount. 3.4.4. Upon conversion the Lender shall no longer be entitled to receive accrued and unpaid interest (other than capitalized interest (but excluding from capitalized interest compounded interest)) on the part of this Debenture surrendered for conversion up to but excluding the Date of Conversion, or the Date of Automatic Conversion, as the case may be, but Common Shares issued upon such conversion will rank only in respect of dividends declared in favour of shareholders of record on and after the Date of Conversion or the Date of Automatic Conversion, as the case may be, from which applicable date they will for all purposes be and be deemed to be issued and outstanding fully paid and non-assessable Common Shares. Interest on the Principal Amount of this Debenture which is converted (and any compounded interest in respect of the Principal Amount so converted) shall cease to accrue from and after the Conversion Date or the Date of Automatic Conversion, as the case may be.

-22new Debenture into Common Shares until the Maturity Date provided that in no case shall the aggregate Principal Amount converted exceed the Maximum Amount. 3.4.4. Upon conversion the Lender shall no longer be entitled to receive accrued and unpaid interest (other than capitalized interest (but excluding from capitalized interest compounded interest)) on the part of this Debenture surrendered for conversion up to but excluding the Date of Conversion, or the Date of Automatic Conversion, as the case may be, but Common Shares issued upon such conversion will rank only in respect of dividends declared in favour of shareholders of record on and after the Date of Conversion or the Date of Automatic Conversion, as the case may be, from which applicable date they will for all purposes be and be deemed to be issued and outstanding fully paid and non-assessable Common Shares. Interest on the Principal Amount of this Debenture which is converted (and any compounded interest in respect of the Principal Amount so converted) shall cease to accrue from and after the Conversion Date or the Date of Automatic Conversion, as the case may be. 3.5. ADJUSTMENT OF CONVERSION PRICE AND NUMBER OF COMMON SHARES ISSUABLE UPON CONVERSION The Conversion Price (and the number of Common Shares issuable upon conversion of this Debenture as provided below) is subject to adjustment from time to time in the events and in the manner provided as follows: 3.5.1. If and whenever at any time after the Original Issue Date the Borrower: (a) subdivides its outstanding Common Shares into a greater number of shares; or (b) consolidates its outstanding Common Shares into a smaller number of shares; or (c) distributes Common Shares or securities exchangeable for or convertible into Common Shares by way of a stock dividend or other distribution to all or substantially all holders of Common Shares, or distributes to all or substantially all holders of Common Shares any other securities or assets; (any such events being called a "Common Share Reorganization"), then the Conversion Price will be adjusted effective immediately after the effective date or record date for the happening of a Common Share Reorganization, as the case may be, at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the Conversion Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which is the number of Common Shares (on a fully diluted basis) outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which is the number of Common Shares (on a fully diluted basis) outstanding immediately after giving effect to such Common Share Reorganization. 3.5.2. If and whenever at any time after the Original Issue Date there is a reclassification of Common Shares outstanding at any time or change of the Common

-23Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation or merger of the Borrower with or into any other Borrower or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer of the undertaking or assets of the Borrower as an entirety or substantially as an entirety to another Borrower or other entity (any of such events being called a "Capital Reorganization"), the Lender, upon exercise of its right to convert this Debenture after the effective date of such Capital Reorganization, will be entitled to receive, and must accept for the same aggregate consideration in lieu of the number of Common Shares to which the Lender was theretofore entitled upon such conversion, the aggregate number of shares, other securities or other property which the Lender would have been entitled to receive as a result of such Capital Reorganization as if, on the effective date thereof, the Lender had been the registered holder of the number of Common Shares to which the Lender was theretofore entitled upon conversion. If determined appropriate by the Borrower, adjustments will be made as a result of any such Capital

-23Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation or merger of the Borrower with or into any other Borrower or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer of the undertaking or assets of the Borrower as an entirety or substantially as an entirety to another Borrower or other entity (any of such events being called a "Capital Reorganization"), the Lender, upon exercise of its right to convert this Debenture after the effective date of such Capital Reorganization, will be entitled to receive, and must accept for the same aggregate consideration in lieu of the number of Common Shares to which the Lender was theretofore entitled upon such conversion, the aggregate number of shares, other securities or other property which the Lender would have been entitled to receive as a result of such Capital Reorganization as if, on the effective date thereof, the Lender had been the registered holder of the number of Common Shares to which the Lender was theretofore entitled upon conversion. If determined appropriate by the Borrower, adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Article with respect to the rights and interests thereafter of the Lender to the end that the provisions set forth in this Article will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the conversion of this Debenture. Any such adjustment must be approved by action by the directors and will for all purposes be conclusively deemed to be an appropriate adjustment if so approved by the directors and the Lender. 3.6. RULES REGARDING CALCULATION OF ADJUSTMENT OF CONVERSION PRICE AND NUMBER OF COMMON SHARES ISSUABLE UPON CONVERSION For the purposes of Section 3.5: 3.6.1. The adjustments provided in Section 3.5 are cumulative and will, in the case of Adjustments to the Conversion Price, be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this section. 3.6.2. No adjustment in the Conversion Price will be made under Section 3.5 in respect of the issue from time to time of Common Shares issuable on conversion of this Debenture and any such issue will be deemed not to be a Common Share Reorganization. 3.6.3. If at any time a dispute arises with respect to the adjustments provided for in Section 3.5, such dispute will be conclusively determined by such firm of nationally recognized independent chartered accountants as may be selected by the Borrower and the Lender (or if they are unable to agree upon such a firm, then the Borrower and the Lender shall each select a representative from one such firm and those two individuals shall select a third firm) and any such determination will be binding upon the Borrower, the Lender and shareholders of the Borrower. The Borrower will provide such accountants

-24with access to all necessary records of the Borrower. If any such determination is made, the Borrower shall deliver a notice of the Lender describing such determination. 3.6.4. In case the Borrower after the Original Issue Date takes any action affecting the Common Shares, other than action described in Section 3.5, which in the opinion of the directors of the Borrower acting in good faith would materially affect the rights of the Lender, the Conversion Price or the number of Common Shares issuable upon conversion will be adjusted in such manner, if any, and at such time, by action of the directors of the Borrower as may be equitable in the circumstances. 3.6.5. If the Borrower sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price or the number of Common Shares issuable upon conversion of this Debenture will be required by reason of the setting of such record date.

-24with access to all necessary records of the Borrower. If any such determination is made, the Borrower shall deliver a notice of the Lender describing such determination. 3.6.4. In case the Borrower after the Original Issue Date takes any action affecting the Common Shares, other than action described in Section 3.5, which in the opinion of the directors of the Borrower acting in good faith would materially affect the rights of the Lender, the Conversion Price or the number of Common Shares issuable upon conversion will be adjusted in such manner, if any, and at such time, by action of the directors of the Borrower as may be equitable in the circumstances. 3.6.5. If the Borrower sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Conversion Price or the number of Common Shares issuable upon conversion of this Debenture will be required by reason of the setting of such record date. 3.6.6. As a condition precedent to the taking of any action which would require any adjustment in any of the conversion rights pursuant to this Debenture, including the Conversion Price and the number and class of shares or other securities which are to be received upon the conversion thereof, the Borrower shall take any corporate action which may, in the opinion of counsel, be necessary in order that the Borrower have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Lender is entitled to receive on the full conversion thereof in accordance with the provisions thereof. 3.7. POSTPONEMENT OF SUBSCRIPTION In any case in which this Article requires that an adjustment be effective immediately after a record date for an event referred to herein, the Borrower may defer, until the occurrence of such an event: 3.7.1. issuing to the Lender, if this Debenture is converted after such record date and before the occurrence of such event, the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event; and 3.7.2. delivering to the Lender any distributions declared with respect to such additional Common Shares after such exercise date and before such event; provided, however, that the Borrower delivers to the Lender an appropriate instrument evidencing the Lender's right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Conversion Price or the number of Common Shares issuable on the conversion of this Debenture and to such distributions declared with respect to any additional Common Shares issuable on the conversion of this Debenture.

-253.8. NO REQUIREMENT TO ISSUE FRACTIONAL SHARES The Borrower is not required to issue fractional Common Shares upon the conversion of this Debenture. If any fractional interest in a Common Share would, but for the provisions of this section, be deliverable upon the conversion of any Principal Amount of this Debenture, the number of Common Shares to which the Lender is entitled upon conversion will be rounded up to the next whole number. 3.9. COMPANY TO RESERVE COMMON SHARES The Borrower covenants with the Lender that it will at all times reserve and keep available out of its authorized Common Shares, solely for the purpose of issue upon conversion of this Debenture, such number of Common Shares as will then be issuable upon the conversion of the Maximum Amount of this Debenture. The Borrower covenants with the Lender that all Common Shares which will be so issuable will, on surrender and conversion of

-253.8. NO REQUIREMENT TO ISSUE FRACTIONAL SHARES The Borrower is not required to issue fractional Common Shares upon the conversion of this Debenture. If any fractional interest in a Common Share would, but for the provisions of this section, be deliverable upon the conversion of any Principal Amount of this Debenture, the number of Common Shares to which the Lender is entitled upon conversion will be rounded up to the next whole number. 3.9. COMPANY TO RESERVE COMMON SHARES The Borrower covenants with the Lender that it will at all times reserve and keep available out of its authorized Common Shares, solely for the purpose of issue upon conversion of this Debenture, such number of Common Shares as will then be issuable upon the conversion of the Maximum Amount of this Debenture. The Borrower covenants with the Lender that all Common Shares which will be so issuable will, on surrender and conversion of this Debenture in accordance with the terms hereof, be duly and validly issued as fully paid and non-assessable. 3.10. TAXES AND CHARGES ON CONVERSION The Borrower will from time to time promptly pay any and all taxes and charges which may be imposed by the laws of Canada or any province thereof (except income tax or security transfer tax, if any) which are payable by the Borrower with respect to the issuance and/or delivery to the Lender, upon the exercise of the Conversion Right, of Common Shares. 3.11. NOTICE OF ADJUSTMENT The Borrower shall forthwith give notice to the Lender specifying any event requiring any adjustment or readjustment and the results thereof, including the resulting Conversion Price. 3.12. REGISTRATION RIGHTS (a) If, at any time after the date hereof and on or prior to the Expiry Date, the Borrower shall be requested by the Lender to file and obtain a receipt for a (final) prospectus of the Borrower to qualify the distribution of the Common Shares issuable upon conversion of this Debenture (the "Prospectus"), which request shall specify the principal amount of the Debenture to be converted and the jurisdictions in which such Prospectus shall be filed), the Borrower shall, subject to Section 3.12(b), use its best efforts to file such Prospectus and obtain such receipt (the "Qualification Requirement"). (b) Anything contained in Section 3.12(a) to the contrary notwithstanding, the Borrower shall not be obligated to effect the Qualification Requirement pursuant to Section 3.12(a) except in accordance with the following provisions: (i) the Borrower shall not be obligated to use its best efforts to effect the Qualification Requirement pursuant to Section 3.12(a), (x) on more than two occasions, provided that on each occasion at least $1,500,000 of the

-26principal amount of this Debenture which may be converted is to be converted and the Common Shares issuable as a result thereof (the "Conversion Shares") are to be distributed to the Lender under the Prospectus, and (y) unless the jurisdictions in which such Prospectus is to be filed is limited to one or more of any of the jurisdictions in which the Borrower is a "reporting issuer" or has equivalent status in Canada; (ii) the Borrower may delay the filing or effectiveness of such Prospectus or delay the qualification of Conversion Shares pursuant to the issuance of a receipt for such Prospectus, for a period of up to 30 days after the receipt of a request under Section 3.12(a): (x) if at the time of such request the Borrower has entered into a commitment letter for an offering of Common Shares by way of a prospectus (in which case the Borrower will use its best efforts to permit

-26principal amount of this Debenture which may be converted is to be converted and the Common Shares issuable as a result thereof (the "Conversion Shares") are to be distributed to the Lender under the Prospectus, and (y) unless the jurisdictions in which such Prospectus is to be filed is limited to one or more of any of the jurisdictions in which the Borrower is a "reporting issuer" or has equivalent status in Canada; (ii) the Borrower may delay the filing or effectiveness of such Prospectus or delay the qualification of Conversion Shares pursuant to the issuance of a receipt for such Prospectus, for a period of up to 30 days after the receipt of a request under Section 3.12(a): (x) if at the time of such request the Borrower has entered into a commitment letter for an offering of Common Shares by way of a prospectus (in which case the Borrower will use its best efforts to permit the holder of this Debenture to qualify the conversion of the Debenture pursuant to Section 3.12(a)); or (y) if the Borrower has entered into a letter of intent in respect of any proposal or plan by the Borrower to engage in any acquisition of substantial assets or substantially all of the shares of another person or company, sale of all or substantially all of its shares or assets, merger, or consolidation (with an affiliated third party), disclosure of which would be required in such Prospectus, and the Corporation determines in good faith that such disclosure would be materially detrimental to the Borrower or would have a material adverse effect on any such confidential negotiations, provided that the Borrower may only exercise this right twice, not in succession, in respect of the Qualification Requirement. (iii) with respect to the Prospectus pursuant to Section 3.12(a), the Borrower may include in such Prospectus any Common Shares (the "Offered Shares"), provided, however, that if the Lender determines, acting reasonably and in good faith, that the inclusion of all of the Offered Shares in such Prospectus would materially and adversely effect the re-sale by the Lender of the Conversion Shares, then the number of Conversion Shares and/or Offered Shares proposed to be distributed under such Prospectus shall be included in the following order, (x) first, the Conversion Shares requested by the Lender to be distributed under such Prospectus, and (y) second, the Offered Shares. (c) If, at any time after the date hereof and on or prior to the Expiry Date, the Borrower decides to effect a registration under the Securities Act of 1933, as amended, of Common Shares (the "Registerable Shares"), it shall give written notice to the Lender of such decision and, upon the written request of the Lender (the "Registration Request"), delivered to the Borrower within 15 days after deliver of any such notice by the Borrower, to include in such registration the Conversion Shares (which request shall specify the number of Conversion Shares proposed to be included in such registration), the Borrower shall use its best effort to cause such Conversion Shares to be included in such registration, provided, however, that the underwriter advises the Borrower that the

-27inclusion of all the Conversion Shares requested to be included in such registration would materially interfere with the successful marketing (including pricing) of the Common Shares proposed to be included in such registration by the Borrower, then the number of Registerable Shares and Conversion Shares proposed to be included in such registration shall be included in the following order, (x) first, the Registerable Shares; and (y) second, the Conversion Shares requested to be included in such registration. ARTICLE 4. SECURITY 4.1. SECURITY As security for the due and punctual payment of all of the Obligations, the Borrower shall contemporaneously with the issuance of this Debenture deliver or cause to be delivered to and in favour of the Lender, in form and substance satisfactory to the Lender and its counsel: (a) the General Security Agreement; (b) the Pledge Agreement;

-27inclusion of all the Conversion Shares requested to be included in such registration would materially interfere with the successful marketing (including pricing) of the Common Shares proposed to be included in such registration by the Borrower, then the number of Registerable Shares and Conversion Shares proposed to be included in such registration shall be included in the following order, (x) first, the Registerable Shares; and (y) second, the Conversion Shares requested to be included in such registration. ARTICLE 4. SECURITY 4.1. SECURITY As security for the due and punctual payment of all of the Obligations, the Borrower shall contemporaneously with the issuance of this Debenture deliver or cause to be delivered to and in favour of the Lender, in form and substance satisfactory to the Lender and its counsel: (a) the General Security Agreement; (b) the Pledge Agreement; (c) the XI General Security Agreement (d) the XI Pledge Agreement (e) the XI Guarantee; and (f) all other share certificates, stock powers of attorney, documentation, consents and authorizations necessary in order to make valid and effective the aforementioned agreements. 4.2. FURTHER ASSURANCES - SECURITY The Borrower shall take, and shall cause XI to take, such action and execute and deliver to the Lender such documents and instruments as the Lender shall reasonably request, and register, file or record the same (or a notice or financing statement in respect thereof) in all offices where such registration, filing or recording is, in the opinion of the Lender or Lender's counsel, necessary or advisable to constitute, perfect and maintain the Security as first ranking Liens of the Borrower and XI (and, if applicable after completion of the Reorganization, Amalco) in all jurisdictions reasonably required by the Lender, in each case within a reasonable time after the request therefor by the Lender, and in each case in form and substance satisfactory to the Lender and Lender's counsel. 4.3. SECURITY EFFECTIVE NOTWITHSTANDING DATE OF ADVANCE The Security shall be effective and the undertakings in the Debenture and the other Subscriber Documents with respect thereto shall be continuing, whether the monies hereby

-28or thereby secured or any part thereof shall be advanced before or after or at the same time as the creation of any such Security or before or after or upon the date of execution of this Debenture. The Security shall not be affected by any payments on the Debenture, but shall constitute continuing security to the Lender for the Obligations from time to time. 4.4. NO MERGER The Security shall not merge in any other security. No judgment obtained by or on behalf of the Lender shall in any way affect any of the provisions of this Debenture or the Security. For greater certainty, no judgment obtained by or on behalf of the Lender shall in any way affect the obligation of the Borrower to pay interest or other amounts at the rates, times and in the manner provided in this Debenture.

-28or thereby secured or any part thereof shall be advanced before or after or at the same time as the creation of any such Security or before or after or upon the date of execution of this Debenture. The Security shall not be affected by any payments on the Debenture, but shall constitute continuing security to the Lender for the Obligations from time to time. 4.4. NO MERGER The Security shall not merge in any other security. No judgment obtained by or on behalf of the Lender shall in any way affect any of the provisions of this Debenture or the Security. For greater certainty, no judgment obtained by or on behalf of the Lender shall in any way affect the obligation of the Borrower to pay interest or other amounts at the rates, times and in the manner provided in this Debenture. 4.5. RELEASE OF SECURITY Following due payment and performance in full of all obligations of the Borrower under this Debenture and the Loan Documents, the Lender will, at the request, cost and expense of the Borrower, release and discharge the right and interest of the Lender in the property of the Borrower and XI under the Security. In addition, if any property of the Borrower or XI is Disposed of as permitted by this Debenture, or is otherwise released from the Security at the direction or with the consent of, among others, the Lender, the Lender, at the request and expense of the Borrower (on satisfaction, or on being assured of concurrent satisfaction, of any condition to or obligation imposed with respect to such Disposition), may discharge such property from the Security and deliver and reassign to the Borrower or XI any of such property as is then in the possession of the Lender. ARTICLE 5. COVENANTS 5.1. AFFIRMATIVE COVENANTS So long as any Obligations remain outstanding the Borrower shall, and (except as otherwise indicated herein) shall cause, as applicable, each of XI, Points and ThinOffice to: 5.1.1. PUNCTUAL PAYMENT. In the case of the Borrower only, pay or cause to be paid all Obligations falling due hereunder on the dates and in the manner specified herein; 5.1.2. CONDUCT OF BUSINESS. Do or cause to be done all things necessary or desirable to maintain its corporate existence in its present jurisdiction of incorporation, to maintain its corporate power and capacity to own its properties and assets, and to carry on its business in a commercially reasonable manner in accordance with normal industry standards; 5.1.3. PRESERVATION OF PERMITS, ETC. Preserve and maintain all material Permits, and material trademarks or trademark applications, trade names, certification marks, patents or patent applications, industrial designs, copyrights, URLs and Internet domain

-29names, as may be necessary or desirable for it to carry on the Business and comply with its obligations under this Debenture and the Subscriber Documents; 5.1.4. COMPLIANCE WITH APPLICABLE LAW AND CONTRACTS. Comply with the requirements of all Applicable Law, all obligations which, if contravened, could give rise to a Lien over any of its property, and all insurance policies and contracts to which it is a party or by which it or its properties are bound; 5.1.5. ACCOUNTING METHODS AND FINANCIAL RECORDS. Maintain a system of accounting which is established and administered in accordance with GAAP, keep adequate records and books of account in which accurate and complete entries shall be made in accordance with GAAP reflecting all transactions required to be reflected by GAAP and keep accurate and complete records of any property owned by it;

-29names, as may be necessary or desirable for it to carry on the Business and comply with its obligations under this Debenture and the Subscriber Documents; 5.1.4. COMPLIANCE WITH APPLICABLE LAW AND CONTRACTS. Comply with the requirements of all Applicable Law, all obligations which, if contravened, could give rise to a Lien over any of its property, and all insurance policies and contracts to which it is a party or by which it or its properties are bound; 5.1.5. ACCOUNTING METHODS AND FINANCIAL RECORDS. Maintain a system of accounting which is established and administered in accordance with GAAP, keep adequate records and books of account in which accurate and complete entries shall be made in accordance with GAAP reflecting all transactions required to be reflected by GAAP and keep accurate and complete records of any property owned by it; 5.1.6. MAINTENANCE OF PROPERTY. Maintain all of its property, used in its business, in good repair, working order and condition (ordinary wear and tear excepted); 5.1.7. FINANCIAL REPORTING. Deliver to the Lender: (A) QUARTERLY STATEMENTS. Within 60 days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Borrower, consolidated and, in the case of the Borrower, unconsolidated statements of income, retained earnings and cash flows of the Borrower, XI, Points and ThinOffice for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated and, in the case of the Borrower, unconsolidated balance sheets of the Borrower and XI, Points and ThinOffice, setting forth in each case in comparative form the corresponding consolidated or unconsolidated (as applicable) figures for the corresponding period in the preceding fiscal year. (B) ANNUAL STATEMENTS. As soon as available and in any event within 140 days after the end of each fiscal year of the Borrower, audited consolidated and, in the case of the Borrower, unconsolidated statements and, in the case of ThinOffice, unaudited statements of income, retained earnings and cash flows (in the case of ThinOffice if available) of the Borrower, XI, Points and ThinOffice for such fiscal year and the related consolidated and unconsolidated balance sheets of the Borrower, XI, Points, and ThinOffice as at the end of such fiscal year, setting forth in each case in comparative form the corresponding consolidated or unconsolidated (as applicable) figures for the preceding fiscal year, and accompanied by an unqualified opinion thereon of independent accountants of recognized national standing; (C) COMPLIANCE CERTIFICATE. At the time it furnishes each set of financial statements pursuant to paragraphs (a) or (b) above, an Officer's Certificate which shall state that:

-30(i) all such financial statements fairly present the consolidated or unconsolidated (as applicable) financial condition and results of operations of the respective entities, (ii) all such financial statements have been prepared in accordance with GAAP as at the end of, and for, such period (subject, where applicable, to normal year end audit adjustments), (iii) no Default or Event of Default has occurred and is continuing (or, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action that the Borrower has taken or proposes to take with respect thereto) (iv) except as disclosed in such certificate, no event or circumstance has occurred since the date of the last certificate delivered pursuant to this clause that has had or would reasonably be expected to have a Material Adverse Effect, and (v) reporting on all Restricted Payments and all Investments made in the applicable period pursuant to Section 5.3.7 and 5.3.10 such certificate to be substantially in the form of Schedule A;

-30(i) all such financial statements fairly present the consolidated or unconsolidated (as applicable) financial condition and results of operations of the respective entities, (ii) all such financial statements have been prepared in accordance with GAAP as at the end of, and for, such period (subject, where applicable, to normal year end audit adjustments), (iii) no Default or Event of Default has occurred and is continuing (or, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action that the Borrower has taken or proposes to take with respect thereto) (iv) except as disclosed in such certificate, no event or circumstance has occurred since the date of the last certificate delivered pursuant to this clause that has had or would reasonably be expected to have a Material Adverse Effect, and (v) reporting on all Restricted Payments and all Investments made in the applicable period pursuant to Section 5.3.7 and 5.3.10 such certificate to be substantially in the form of Schedule A; (D) BUDGET. As soon as available, but in any event not later than 30 days prior to the commencement of each fiscal year, a financial budget (including relevant narrative analysis and descriptions) for the Borrower, XI, Points and ThinOffice which shall consist of an operating budget, the forecasted consolidated balance sheet, forecasted statement of earnings and retained earnings, cash flow projections, proposed capital expenditures, proposed acquisition programs and proposed financing activities for such fiscal year; (E) MISCELLANEOUS. As soon as practicable following a request therefor from the Lender, financial statements and any income tax returns, other tax returns and any elections, remittance forms or other documents filed by the Borrower, XI, Points or ThinOffice pursuant to any legislation which requires the Borrower or any Subsidiary to pay, withhold, collect or remit such amounts; 5.1.8. INSURANCE. Keep insured by financially sound and reputable insurers all property of the Borrower, XI, Points and ThinOffice of a character usually insured by corporations engaged in the same or similar business against loss or damage of the kinds and in the amounts customarily insured against by such corporations and carry such other insurance as is usually carried by such corporations or as is required by law; 5.1.9. OWNERSHIP OF SUBSIDIARIES. Take such action from time to time as shall be necessary to ensure that the Borrower, either directly or indirectly through its Subsidiaries, continues to beneficially own all the shares of XI and of Points (other than shares of Points issuable on exercise of the Partner Warrants, Founders Options or

-31Employee Options) and, subject to the Reorganization (including any disposition of securities of Bigtree.com Ltd., ThinOffice Inc., Exponential Entertainment Inc. and ThinApse Corp. in connection therewith), at least the number of securities of each other Subsidiary that it owns on March 15, 2001 (as such number may be adjusted pursuant to share splits, consolidations and other reorganizations after March 15, 2001). Without limiting the foregoing, (a) none of the Borrower and its Subsidiaries will sell, transfer or otherwise Dispose of any shares of stock in XI or Points; (b) XI will not issue any shares other than to the Borrower; and (c) Points will not issue any shares other than to the Borrower or XI or pursuant to any Partner Warrant, Founders Option or Employee Option; 5.1.10. SECURITY. Take such action from time to time as shall be necessary to ensure that certain shares and securities of all present Subsidiaries (except the shares and securities which are disposed of pursuant to the Reorganization) are pledged to the Lender pursuant to the Pledge Agreement, that certain shares and securities held by XI (except the shares and securities which are disposed of pursuant to the Reorganization) are pledged to the Lender pursuant to the XI Pledge Agreement and that the Security all times constitutes a first ranking charge, subject only to Permitted Liens, over the assets subject to the Security;

-31Employee Options) and, subject to the Reorganization (including any disposition of securities of Bigtree.com Ltd., ThinOffice Inc., Exponential Entertainment Inc. and ThinApse Corp. in connection therewith), at least the number of securities of each other Subsidiary that it owns on March 15, 2001 (as such number may be adjusted pursuant to share splits, consolidations and other reorganizations after March 15, 2001). Without limiting the foregoing, (a) none of the Borrower and its Subsidiaries will sell, transfer or otherwise Dispose of any shares of stock in XI or Points; (b) XI will not issue any shares other than to the Borrower; and (c) Points will not issue any shares other than to the Borrower or XI or pursuant to any Partner Warrant, Founders Option or Employee Option; 5.1.10. SECURITY. Take such action from time to time as shall be necessary to ensure that certain shares and securities of all present Subsidiaries (except the shares and securities which are disposed of pursuant to the Reorganization) are pledged to the Lender pursuant to the Pledge Agreement, that certain shares and securities held by XI (except the shares and securities which are disposed of pursuant to the Reorganization) are pledged to the Lender pursuant to the XI Pledge Agreement and that the Security all times constitutes a first ranking charge, subject only to Permitted Liens, over the assets subject to the Security; 5.1.11. INSPECTIONS. Permit the Lender and its authorized employees, representatives and agents, upon giving at least 24 hours' prior notice, to (i) visit and inspect its properties during normal business hours, (ii) inspect and make extracts from and copies of its books and records, and (iii) discuss with senior management of the Borrower or any of the Subsidiaries, as may be reasonably designated by the Lender, its business, property, financial condition and prospects; 5.1.12. NOTICE OF LITIGATION AND OTHER MATTERS. As soon as practicable after it shall become aware of the same, give notice to the Lender of the following events: 5.1.12.1. the commencement of any action, proceeding, arbitration or investigation against or in any other way relating adversely to the Borrower or any Subsidiary or any of their respective properties, assets, Permits or businesses; 5.1.12.2. any other development which has had or could reasonably be expected to have a Material Adverse Effect; and 5.1.12.3. any Default or Event of Default, or the occurrence or non-occurrence of any event which constitutes, or which with the passage of time or giving of notice or both would constitute, a material default under any other Debt of the Borrower, XI, Points or ThinOffice giving in each case the details thereof and specifying the action proposed to be taken with respect thereto; 5.1.13. CONSENTS AND APPROVALS. Take all steps that are necessary to obtain any approvals or consents required now or in the future to permit any asset over which the Lender has or may have a security interest to be transferable to the Lender and by it to any

-32other Person free of any restrictions in transfer or to permit the Borrower and the Subsidiaries to perform their obligations under this Debenture and the other Loan Documents; 5.1.14. PAYMENT OF TAXES AND CLAIMS. Comply with the following: 5.1.14.1. pay and discharge all Taxes payable by it; 5.1.14.2. withhold and collect all Taxes required to be withheld and collected by it and remit such Taxes to the appropriate Governmental Authority at the time and in the manner required; and 5.1.14.3. pay and discharge all obligations incidental to any trust imposed upon it by statute which, if unpaid, might become a Lien upon any of its property;

-32other Person free of any restrictions in transfer or to permit the Borrower and the Subsidiaries to perform their obligations under this Debenture and the other Loan Documents; 5.1.14. PAYMENT OF TAXES AND CLAIMS. Comply with the following: 5.1.14.1. pay and discharge all Taxes payable by it; 5.1.14.2. withhold and collect all Taxes required to be withheld and collected by it and remit such Taxes to the appropriate Governmental Authority at the time and in the manner required; and 5.1.14.3. pay and discharge all obligations incidental to any trust imposed upon it by statute which, if unpaid, might become a Lien upon any of its property; in each case unless being contested in good faith by appropriate proceedings; 5.1.15. USE OF PROCEEDS. Use the proceeds of this Debenture only for: (i) the purpose of purchasing $4,000,000 of securities of Points and to the extent same is within the Borrower's reasonable control cause Points to use those proceeds only for working capital purposes; and (ii) working capital purposes at the Borrower (including advances to its other Subsidiaries); 5.1.16. OTHER MATTERS In the case of the Borrower and XI only, take all steps reasonably available to it to cause each of the other entities in which it has an investment interest in to comply with the covenants described in Sections 5.1.2, 5.1.4 and 5.1.14; 5.1.17. FURTHER ASSURANCES. After notice thereof from the Lender, do all such further acts and things and execute and deliver all such further documents as shall be reasonably requested by the Lender in order to give effect to the terms of this Debenture and the Subscriber Documents; and 5.1.18. LIQUIDITY EVENT. In the case of the Borrower only, use its commercially reasonable best efforts to complete a Liquidity Event on or before March 15, 2004. 5.2. LENDER ENTITLED TO PERFORM COVENANTS If the Borrower or any of its Subsidiaries fails to perform any covenant contained in Section 5.1, or in any other provision of any Loan Document, the Lender may, in its discretion, perform any such covenant capable of being performed by it and if any such covenant requires the payment of money the Lender may make such payments. All sums so expended by the Lender shall be deemed to form part of the Obligations, shall bear interest at the same rate as the Principal Amount and shall be payable by the Borrower on demand.

-335.3. NEGATIVE COVENANTS Except as otherwise provided in this Debenture, so long as any Obligations remain outstanding the Borrower covenants and agrees to and in favour of the Lender that it shall not without the consent of the Lender, and it shall not permit XI, Points or ThinOffice, without the consent of the Lender to: 5.3.1. MERGER, SALE OR DISPOSITION OF ALL OR A SIGNIFICANT PART OF ITS ASSETS. Enter into any transaction or series of related transactions whereby all or any significant part of its assets (or all or any

-335.3. NEGATIVE COVENANTS Except as otherwise provided in this Debenture, so long as any Obligations remain outstanding the Borrower covenants and agrees to and in favour of the Lender that it shall not without the consent of the Lender, and it shall not permit XI, Points or ThinOffice, without the consent of the Lender to: 5.3.1. MERGER, SALE OR DISPOSITION OF ALL OR A SIGNIFICANT PART OF ITS ASSETS. Enter into any transaction or series of related transactions whereby all or any significant part of its assets (or all or any significant part of its technology or intellectual property or, in the case of the Borrower, any of the securities of its Subsidiaries) would become the property of any other Person whether by way of reorganization, consolidation, amalgamation, arrangement, winding-up, merger, transfer, sale, Sale-Leaseback, or otherwise; 5.3.2. REORGANIZATIONS, ETC. Enter into any transaction to change or reorganize its capital structure or consolidate, amalgamate or merge with any other Person; 5.3.3. SALE OF CAPITAL STOCK. Except as expressly permitted by Section 5.4 and except for any issuance of shares by the Borrower upon the exercise of options and warrants granted by the Borrower as of the Original Issue Date and warrants issued by the Borrower upon the conversion of preferred shares of the Borrower issued and outstanding as of the Original Issue Date, sell 50% or more of its capital stock as of March 15,2001; 5.3.4. RANKING. Cause or permit the Lender, as holder of this Debenture, to rank subordinate or pari passu with any Debt of the Borrower, except Debt secured by Liens described in clause (e) of the definition of the Permitted Liens; 5.3.5. BOARD COMPOSITION. Increase or decrease the authorized size of its board of directors or in any way change its composition not in compliance with Article 6; 5.3.6. NEGATIVE PLEDGE. Create, incur, assume or suffer to exist any Lien upon any of its properties (including, for certainty, securities of any entity owned directly or indirectly by the Borrower or XI), whether now owned or hereafter acquired, other than (a) Permitted Liens or (b) pursuant to a debt financing permitted under Section 5.3.8; 5.3.7. RESTRICTED PAYMENTS. Make any Restricted Payment other than (i) Restricted Payments by a Subsidiary to the Borrower or by the Borrower to a Subsidiary or (ii) redemptions of any Common Shares pursuant to equity incentives agreements with employees, officers, directors or consultants which give the Borrower or a Subsidiary the right to repurchase Common Shares upon the termination of services, to a maximum amount of $ 100,000 in aggregate in any fiscal year of the Borrower; 5.3.8. DEBT. Create, incur, assume, or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any Debt other than: (a) in the case of the Borrower, this Debenture;

-34(b) in the case of the Borrower or the Subsidiaries, Debt in respect of Liens permitted by clause (e) of the definition of Permitted Liens; (c) Debt owing by one Subsidiary to the Borrower or another Subsidiary; (d) in the case of Points, the Non-Voting Shares, the Class A Convertible Preferred Shares, Class B Convertible Preferred Shares and Class C Convertible Preferred Shares (all of which are owned by the Borrower or XI); (e) in the case of XI, the XI Debenture; (f) obligations under Hedging Agreements incurred for bona fide hedging purposes and not for speculative

-34(b) in the case of the Borrower or the Subsidiaries, Debt in respect of Liens permitted by clause (e) of the definition of Permitted Liens; (c) Debt owing by one Subsidiary to the Borrower or another Subsidiary; (d) in the case of Points, the Non-Voting Shares, the Class A Convertible Preferred Shares, Class B Convertible Preferred Shares and Class C Convertible Preferred Shares (all of which are owned by the Borrower or XI); (e) in the case of XI, the XI Debenture; (f) obligations under Hedging Agreements incurred for bona fide hedging purposes and not for speculative purposes; and (g) as otherwise provided in this Agreement. Notwithstanding this Section 5.3.8 if the Borrower requires additional capital by way of debt, it shall first advise the Lender of its requirements in writing. Upon receiving such notice, the Lender shall have 20 days within which to notify the Borrower if it wishes to provide the required financing on such terms and conditions as may be negotiated between such parties. During that time, the Borrower shall provide to the Lender, at its request, all such information as the Lender may reasonably require to make its determination. In the event that the Borrower and the Lender are unable to agree upon the terms of the financing within such 20 day period, the Borrower shall deliver, within 5 days following the expiry of such 20 day period, a term sheet outlining the terms and conditions upon which it would be prepared to proceed with the financing. The Lender shall have a further period of 10 days within which to accept or reject the terms and conditions upon which it would be prepared to proceed with the financing. In the event that the Lender rejects the terms of financing or fails to give notice within the prescribed time period as aforesaid, the Borrower shall be free to pursue obtaining its debt financing with other Persons on terms no less favourable to the Borrower or more favourable to such Persons than those set forth in the term sheet provided to the Lender. 5.3.9. FINANCIAL ASSISTANCE. Except as otherwise provided in this Agreement, provide Financial Assistance, either directly or indirectly, to any Non-Arm's Length Person except Investments or Acquisitions by the Borrower in a current or proposed Subsidiary in the Business; 5.3.10. INVESTMENTS AND ACQUISITIONS. Make Investments or Acquisitions, or provide any Financial Assistance either directly or indirectly to Persons acting at arm's length except Investments by the Borrower in a Subsidiary in the Business or as set out in Schedule B attached hereto; 5.3.11. CHARTER DOCUMENTS. Amend its articles, by-laws or any other constating documents;

-355.3.12. SHAREHOLDER AGREEMENTS. Except in connection with the Reorganization, enter into a shareholder agreement, pooling agreement, voting trust or other agreement or understanding with respect to the voting, acquisition, disposition or other dealing or holding of shares of XI, Points or ThinOffice (or amend any such existing agreement); 5.3.13. LINES OF BUSINESS. Change in any material respect the nature of its business or operations from the Business, or the ownership of shares of any Subsidiary involved in any such business, nor engage directly or indirectly in any material business activity, or purchase or otherwise acquire any material property, in either case not reasonably related to or in furtherance of the conduct of the Business; and 5.3.14. TRANSACTIONS WITH AFFILIATES. Without the prior written consent of the Lender, such consent not to be unreasonably withheld, directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise deal with any Affiliate, except (i) in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms that are no less favourable to the Borrower or such Subsidiary, as the case may be, than those

-355.3.12. SHAREHOLDER AGREEMENTS. Except in connection with the Reorganization, enter into a shareholder agreement, pooling agreement, voting trust or other agreement or understanding with respect to the voting, acquisition, disposition or other dealing or holding of shares of XI, Points or ThinOffice (or amend any such existing agreement); 5.3.13. LINES OF BUSINESS. Change in any material respect the nature of its business or operations from the Business, or the ownership of shares of any Subsidiary involved in any such business, nor engage directly or indirectly in any material business activity, or purchase or otherwise acquire any material property, in either case not reasonably related to or in furtherance of the conduct of the Business; and 5.3.14. TRANSACTIONS WITH AFFILIATES. Without the prior written consent of the Lender, such consent not to be unreasonably withheld, directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise deal with any Affiliate, except (i) in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms that are no less favourable to the Borrower or such Subsidiary, as the case may be, than those that could be obtained in an arm's length transaction with an unrelated third party, (ii) transactions between Subsidiaries and (iii) the payment of management fees or other amounts to the Borrower. 5.4. EXCEPTIONS Notwithstanding any other provision of this Debenture including Section 5.3, the following are permitted without the consent of the Lender: (a) subject to Section 5.3.3, a sale of shares from treasury by the Borrower provided the price per share is not less that $0.40 (subject to necessary adjustment in the event of a subdivision, consolidation or other change to the capital of the Borrower); (b) a sale of all or substantially all of the assets of the Borrower, provided the Borrower is thereafter wound up and provided further that the assets are sold for a price that, upon distribution of the net proceeds thereof to the shareholders of the Borrower (after paying or making provisions for all creditors of the Borrower, would result in net proceeds per Common Share to the Lender, after conversion of the Maximum Amount of this Debenture into Common Shares and the making of such distribution, of at least four times the Conversion Price; and (c) an issuance of shares pursuant to a stock option plan or other employee incentive program for the Borrower. 5.5. ENVIRONMENTAL COMPLIANCE 5.5.1. The Borrower shall, and shall cause each of the Subsidiaries to, comply with all Environmental Laws and to promptly remedy any compliance issues.

-365.5.2. If the Borrower (a) receives notice that any violation of any Environmental Law may have been committed or is about to be committed by the Borrower or any other Subsidiary, (b) receives notice that any administrative or judicial complaint or order has been filed or is about to be filed against the Borrower or any other Subsidiary alleging violations of any Environmental Law or requiring the Borrower or any other Subsidiary to take any action in connection with the release of Substances into the Environment, or (c) receives any notice from a Governmental Authority or other Person alleging that the Borrower or any other Subsidiary may be liable or responsible for costs associated with a response to or clean-up of a release of a Substance into the Environment or any damages caused thereby, the Borrower shall provide the Lender with a written summary of such notice (and a copy of any written notice) within ten days of the Borrower's or any other Subsidiary's receipt thereof. The Borrower shall provide evidence satisfactory to the Lender of disbursements made from time to time to effect such clean-up or remedial action in a timely manner. 5.5.3. The Borrower shall provide to the Lender such information and reports relating to environmental matters as the Lender may reasonably request from time to time.

-365.5.2. If the Borrower (a) receives notice that any violation of any Environmental Law may have been committed or is about to be committed by the Borrower or any other Subsidiary, (b) receives notice that any administrative or judicial complaint or order has been filed or is about to be filed against the Borrower or any other Subsidiary alleging violations of any Environmental Law or requiring the Borrower or any other Subsidiary to take any action in connection with the release of Substances into the Environment, or (c) receives any notice from a Governmental Authority or other Person alleging that the Borrower or any other Subsidiary may be liable or responsible for costs associated with a response to or clean-up of a release of a Substance into the Environment or any damages caused thereby, the Borrower shall provide the Lender with a written summary of such notice (and a copy of any written notice) within ten days of the Borrower's or any other Subsidiary's receipt thereof. The Borrower shall provide evidence satisfactory to the Lender of disbursements made from time to time to effect such clean-up or remedial action in a timely manner. 5.5.3. The Borrower shall provide to the Lender such information and reports relating to environmental matters as the Lender may reasonably request from time to time. ARTICLE 6. BOARD REPRESENTATION 6.1. THE LENDER'S BOARD REPRESENTATION As long as this Debenture remains outstanding, the Borrower shall nominate one individual proposed by the Lender as its nominee to the board of directors of the Borrower (the "Board of Directors") in the Borrower's management proxy circular. For greater certainty, upon completion of the amendment and restatement of this Debenture, the Lender's nominee to the Board of Directors, John Orr, shall remain a director of the Borrower. Each individual proposed by the Lender for the position of director of the Corporation shall be a "resident Canadian" as that term is defined in the Business Corporations Act (Ontario) and an individual who is not disqualified under applicable corporate law from acting as a director. If a director of the Borrower, proposed by the Lender, ceases to be director for any reason, and the Board of Directors do not fill the vacancy thereby created by appointing, as soon as reasonably possible, that individual who is then proposed by the Lender and nominated by the Lender, or if the directors so fail to act, the Corporation shall convene a meeting of shareholders to elect a replacement director and the Borrower shall solicit proxies in favour of the individual proposed by the Lender. Any director proposed or nominated by the Lender shall be either (i) John Orr, Executive Director of the Lender or a senior officer of the Lender holding the position of Executive Director or a more senior position than Executive Director; or (ii) another person who is subject to the reasonable approval of the Borrower. 6.2. SHAREHOLDERS' MEETINGS Not earlier than 90 days prior to any shareholder meeting at which any director proposed by the Lender is to be elected, the Borrower shall request that the Lender provide it

-37with the names of its proposed nominee for election as a director and shall allow the Lender no less than ten Business Days to respond; the Lender shall provide such name to the Borrower accompanied by such other information as the Borrower may reasonably request for inclusion in a management proxy circular, and (subject to Section 6.1) the Corporation shall solicit proxies in favour of the nominee of the Lender. If the Borrower does not approve of the person proposed or nominated by the Lender, the Borrower shall request a new proposed nominee from the Lender. 6.3. TERMINATION OF ENTITLEMENT All rights of the Lender to propose a person to be nominated by the Borrower to be a director pursuant to this Article 6 shall terminate and be of no further force and effect if this Debenture is repaid in full. If this occurs, if requested by the Borrower or the Lender so elects, the Lender shall cause its nominee director to resign.

-37with the names of its proposed nominee for election as a director and shall allow the Lender no less than ten Business Days to respond; the Lender shall provide such name to the Borrower accompanied by such other information as the Borrower may reasonably request for inclusion in a management proxy circular, and (subject to Section 6.1) the Corporation shall solicit proxies in favour of the nominee of the Lender. If the Borrower does not approve of the person proposed or nominated by the Lender, the Borrower shall request a new proposed nominee from the Lender. 6.3. TERMINATION OF ENTITLEMENT All rights of the Lender to propose a person to be nominated by the Borrower to be a director pursuant to this Article 6 shall terminate and be of no further force and effect if this Debenture is repaid in full. If this occurs, if requested by the Borrower or the Lender so elects, the Lender shall cause its nominee director to resign. ARTICLE 7. EVENTS OF DEFAULT AND REMEDIES 7.1. EVENTS OF DEFAULT The occurrence of any of the following events shall constitute an Event of Default: 7.1.1. DEFAULT IN PAYMENT. If the Borrower defaults in the payment when due of any of the Obligations which require the payment of money to the Lender; or 7.1.2. OTHER COVENANTS. If the Borrower or any Subsidiary defaults in the performance or observance of any term, condition, covenant, or obligation contained in any Subscriber Document to which it is a party that does not require the payment of money to the Lender (including, for greater certainty, the covenants regarding the Reorganization set out in Section 8.2) unless such default is remedied within 15 Business Days after notice thereof by the Lender to the Borrower; or 7.1.3. REPRESENTATIONS AND WARRANTIES. If any representation or warranty made by or regarding the Borrower, XI, Points or ThinOffice in the Subscription Agreement or any other Subscriber Document is found to be false or incorrect in any way so as to make it materially misleading when made or deemed to have been made; or 7.1.4. DEFAULT IN OTHER INDEBTEDNESS. If the Borrower, XI, Points or ThinOffice is in default of any agreement relating to Debt in excess of $100,000 where such default would entitle the holder to accelerate repayment of the Debt and such default is not cured in any applicable grace period or waived in writing. 7.1.5. SUBSCRIBER DOCUMENTS. If any of this Debenture, the Security Documents, the other Subscriber Documents or any part thereof shall, at any time after its respective execution and delivery and for any reason, cease in any way to be in full force and effect or to be a legal, valid, binding and enforceable obligation of the Borrower or any Subsidiary that is a party to such document or if the Security or any part of the Security

-38shall, at any time after its execution and delivery and for any reason, cease to constitute a first Lien of the nature and priority specified in or contemplated by this Debenture or if it is or becomes unlawful for the Borrower or any of the Subsidiaries to perform or comply with any or all of its obligations under any of this Debenture, the Security Documents or the other Subscriber Documents, or if the validity or enforceability of any of this Debenture, the Security Documents or the other Subscriber Documents is disputed in any manner by the Borrower or any of the Subsidiaries; or 7.1.6. VOLUNTARY INSOLVENCY ACTIONS. If the Borrower, XI or Points institutes proceedings for its winding up, liquidation, or takes action to become a voluntary bankrupt, or consents to the filing of a bankruptcy proceeding against it, or files a proposal, a notice of intention to make a proposal, a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under any bankruptcy law or any

-38shall, at any time after its execution and delivery and for any reason, cease to constitute a first Lien of the nature and priority specified in or contemplated by this Debenture or if it is or becomes unlawful for the Borrower or any of the Subsidiaries to perform or comply with any or all of its obligations under any of this Debenture, the Security Documents or the other Subscriber Documents, or if the validity or enforceability of any of this Debenture, the Security Documents or the other Subscriber Documents is disputed in any manner by the Borrower or any of the Subsidiaries; or 7.1.6. VOLUNTARY INSOLVENCY ACTIONS. If the Borrower, XI or Points institutes proceedings for its winding up, liquidation, or takes action to become a voluntary bankrupt, or consents to the filing of a bankruptcy proceeding against it, or files a proposal, a notice of intention to make a proposal, a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under any bankruptcy law or any other similar applicable law or consents to the filing of any such petition, or consents to the appointment of a receiver, liquidator, trustee or assignee in bankruptcy or insolvency of all or a substantial part of the property of the Borrower, XI or Points or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due or commits any other act of bankruptcy, or suspends or threatens to suspend transaction of its usual business, or any action is taken by the Borrower, XI or Points in furtherance of any of the aforesaid; or 7.1.7. INVOLUNTARY INSOLVENCY PROCEEDINGS. If proceedings are instituted in any court of competent jurisdiction by any person other than the Borrower, XI or Points for the winding up, liquidation or dissolution of the Borrower, XI or Points or for any reorganization, readjustment, arrangement, composition or similar relief with respect to the Borrower, XI or Points under any bankruptcy law or any other applicable insolvency law, or for the appointment of a receiver, liquidator, trustee or assignee in bankruptcy or insolvency of the whole or any material part of the property of the Borrower, XI or Points, and (a) at any time thereafter (i) such proceeding is not being contested by the Borrower, XI or Points, or (ii) the effect of such proceeding has not been stayed; or (b) such proceeding has not been dismissed within 30 days from and including the day on which it was commenced; or (c) if any order sought in any such proceeding is granted; or 7.1.8. APPOINTMENT OF RECEIVER. If a receiver, manager, receiver and manager, trustee, custodian or other similar official is appointed in respect of the Borrower, XI or Points or any material part of their respective property and, in the case of any such involuntary appointment, at any time thereafter either the same is not being contested or the effect thereof has not been stayed; or 7.1.9. BANKRUPTCY STATUTES. If any proceeding, voluntary or involuntary, is commenced, or an order or petition is issued, respecting the Borrower, XI or Points

-39pursuant to any statute relating to bankruptcy, insolvency, reorganization of debts, liquidation, winding-up or dissolution, including any proceeding, proposal, notice of intention to make a proposal, order or petition under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada) or any similar legislation in any other jurisdiction and, in the case of any such involuntary proceeding, (a) at any time thereafter (i) such proceeding is not being contested by the Borrower, XI or Points or (ii) the effect of such proceeding has not been stayed; or (b) such proceeding has not been dismissed within 30 days from and including the day on which it was commenced; or (c) any order or petition sought in any such involuntary proceeding is issued; or

-39pursuant to any statute relating to bankruptcy, insolvency, reorganization of debts, liquidation, winding-up or dissolution, including any proceeding, proposal, notice of intention to make a proposal, order or petition under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada) or any similar legislation in any other jurisdiction and, in the case of any such involuntary proceeding, (a) at any time thereafter (i) such proceeding is not being contested by the Borrower, XI or Points or (ii) the effect of such proceeding has not been stayed; or (b) such proceeding has not been dismissed within 30 days from and including the day on which it was commenced; or (c) any order or petition sought in any such involuntary proceeding is issued; or 7.1.10. JUDGMENTS. If a final judgment is rendered against the Borrower, XI or Points which might reasonably be expected to have a Material Adverse Effect and, within 5 Business Days after entry thereof, such judgment has not been discharged or execution thereof stayed pending appeal or if, within 5 Business Days after the expiration of any such stay, such judgment has not been discharged; or 7.1.11. ENCUMBRANCES. If an encumbrancer takes possession of any material property of the Borrower, XI or Points or if a distress or execution or any similar process is levied or enforced against any material property of the Borrower, XI or Points; or 7.1.12. CEASE TO CARRY ON BUSINESS. If the Borrower, XI or Points ceases or threatens to cease to carry on in the ordinary course its business or a substantial part thereof; or 7.1.13. QUALIFIED AUDITOR'S REPORT. If any report of the Borrower's or XI's or Points' auditor contains any materially adverse qualification which is unacceptable to the Lender; or 7.1.14. CEASE TRADING ORDER. If a cease trading order, stop trading order or similar order, direction or ruling is issued by any Governmental Authority in respect of any of the securities of the Borrower, XI, Points or ThinOffice and is outstanding for a period of 10 consecutive trading days or any other event or circumstance shall occur which could reasonably be expected to materially restrict the ability of the Lender to realize on or transfer the Pledged Assets or to transfer any securities of the Borrower (including any shares obtainable upon conversion of this Debenture); or 7.1.15. CEASES TO BE REPORTING ISSUER. The Borrower ceases to be a reporting issuer not in default of any requirements of the laws in Alberta, Ontario or British Columbia; or 7.1.16. CHANGE OF CONTROL. If there shall occur a Change of Control in the Borrower; or

-407.1.17. MATERIAL ADVERSE EFFECT. If there shall occur any event or circumstance which has, or is reasonably likely to have, a Material Adverse Effect. 7.1.18. LIQUIDATION EVENT OR DIVIDEND EVENT. If there shall occur any event or circumstance which is a Liquidation Event or a Dividend Event as such terms are defined in the articles of amendment of the Borrower dated December 20, 2001 relating to the conditions attaching to the Series One Preferred Shares of the Borrower issued to the Lender on the date hereof. 7.2. REMEDIES UPON DEFAULT Upon the occurrence of any Event of Default, the Lender may by notice given to the Borrower declare all Obligations to be immediately due and payable and the Lender may:

-407.1.17. MATERIAL ADVERSE EFFECT. If there shall occur any event or circumstance which has, or is reasonably likely to have, a Material Adverse Effect. 7.1.18. LIQUIDATION EVENT OR DIVIDEND EVENT. If there shall occur any event or circumstance which is a Liquidation Event or a Dividend Event as such terms are defined in the articles of amendment of the Borrower dated December 20, 2001 relating to the conditions attaching to the Series One Preferred Shares of the Borrower issued to the Lender on the date hereof. 7.2. REMEDIES UPON DEFAULT Upon the occurrence of any Event of Default, the Lender may by notice given to the Borrower declare all Obligations to be immediately due and payable and the Lender may: 7.2.1. realize upon all or any part of the Security; and 7.2.2. take such actions and commence such proceedings as may be permitted at law or in equity (whether or not provided for herein or in the Security Documents) at such times and in such manner as the Lender in its sole discretion may consider expedient, all without, except as may be required by Applicable Law, any additional notice, presentment, demand, protest, notice of protest, dishonour or any other action. The rights and remedies of the Lender hereunder are cumulative and are in addition to and not in substitution for any other rights or remedies provided by Applicable Law or by any of the Subscriber Documents. 7.3. SET-OFF Upon the occurrence of an Event of Default, and subject to any third party rights with respect to Permitted Liens the Lender is hereby authorized by the Borrower at any time and from time to time without notice to the Borrower to combine, consolidate and merge all or any of the Borrower's accounts with, and liabilities to, the Lender and to set off, appropriate and apply any and all deposits by or for the benefit of the Borrower with any branch of the Lender, general or special, matured or unmatured, and any other indebtedness and liability of the Lender to the Borrower, matured or unmatured, against and on account of the Obligations when due. 7.4. DISTRIBUTIONS All distributions under or in respect of any of the Loan Documents shall be held by the Lender on account of the Obligations without prejudice to any claim by the Lender for any deficiency after such distributions are received by the Lender and the Borrower shall remain liable for any such deficiency. All such distributions may be applied to such part of the Obligations as the Lender may see fit in its sole discretion, and the Lender may at any time change any appropriation of any such distributions or other moneys received by it and to reapply the same on any other part of the Obligations as the Lender may see fit, notwithstanding any previous application.

-417.5. OVERDUE AMOUNTS All overdue amounts owing or deemed to be owing hereunder ("overdue amounts"), whether in respect of principal, interest, fees, expenses or otherwise, both before and after judgment, and in the case of expenses from the dates such expenses are incurred, shall (to the extent permitted by law) bear interest thereon at the rate specified in Section 2.1. Such interest on overdue amounts shall accrue from day to day, be payable in arrears on demand and shall be compounded monthly on the last Business Day of each calendar month. ARTICLE 8. REORGANIZATION 8.1. REORGANIZATION

-417.5. OVERDUE AMOUNTS All overdue amounts owing or deemed to be owing hereunder ("overdue amounts"), whether in respect of principal, interest, fees, expenses or otherwise, both before and after judgment, and in the case of expenses from the dates such expenses are incurred, shall (to the extent permitted by law) bear interest thereon at the rate specified in Section 2.1. Such interest on overdue amounts shall accrue from day to day, be payable in arrears on demand and shall be compounded monthly on the last Business Day of each calendar month. ARTICLE 8. REORGANIZATION 8.1. REORGANIZATION The Lender acknowledges the Borrower proposes to complete a reorganization (the "Reorganization") on the terms set out in the term sheet attached as Schedule D (the principal terms of which are as follows: (a) the Borrower and/or XI shall sell all its shares in its Subsidiaries (other than XI and Points) to third party purchasers or otherwise liquidate or wind-up such Subsidiaries; (b) the Lender terminates the Option Agreement and Right of Co-Sale Agreement in consideration for the amendment and restatement of this Debenture as set out herein and the issuance to the Lender of one Series One Preferred Share in the capital of the Borrower; (c) all shareholders, optionholders and warrantholders of Points, directly or indirectly, exchange their interests in Points (other than the Partner Warrants and the Employee Options) for interests in the Borrower; and (d) subject to section 8.2, the Borrower, XI and Points amalgamate and adopt a name reflective of the focus of the business of Points ("Amalco"). 8.2. COVENANTS The Borrower will complete the Reorganization as set out in Schedule D as soon as possible and will not take actions (or omit to take actions) which would impede the completion of the Reorganization. Notwithstanding the foregoing the Lender acknowledges and agrees that any amalgamation of the Borrower, XI and Points, and the timing thereof, shall be wholly at the discretion of the board of directors of the Borrower and that any failure to amalgamate the Borrower with one or both of XI and Points shall not constitute an event of default pursuant to Section 7.1.2 hereof; provided that the Borrower will not complete any such amalgamations if the amalgamated entity would be, immediately after the amalgamation, in Default or if secured parties of XI or Points, as applicable, do not execute estoppel letters in form and substance satisfactory to the Lender acting reasonably. The Lender agrees that it will give any consents necessary to complete the Reorganization on the terms set out in Schedule D.

-428.3. CONFIRMATIONS (a) Upon completion of the sale or other disposition of ThinOffice, references in this Debenture to ThinOffice shall no longer be relevant for the period after the date such sale is completed; and (b) Upon an amalgamation of the Borrower, XI and Points or any two of them, references to the preamalgamated entities shall be construed as references to the amalgamated entity from and after the date of completion of such amalgamation. ARTICLE 9. GENERAL

-428.3. CONFIRMATIONS (a) Upon completion of the sale or other disposition of ThinOffice, references in this Debenture to ThinOffice shall no longer be relevant for the period after the date such sale is completed; and (b) Upon an amalgamation of the Borrower, XI and Points or any two of them, references to the preamalgamated entities shall be construed as references to the amalgamated entity from and after the date of completion of such amalgamation. ARTICLE 9. GENERAL 9.1. RELIANCE AND NON-MERGER All covenants, agreements, representations and warranties of the Borrower or any Subsidiary made herein or in any other Loan Document or in any certificate or other document signed by any of its directors or officers and delivered by or on behalf of the Borrower pursuant hereto or thereto are material, shall be deemed to have been relied upon by the Lender notwithstanding any investigation heretofore or hereafter made by the Lender or counsel to or any employee or other representative of any of the Lender and shall survive the execution and delivery of this Debenture and the other Loan Documents until the Borrower shall have satisfied and performed all of its obligations under the Loan Documents. 9.2. AMENDMENT AND WAIVER No amendment or waiver of any provision of this Debenture or any Subscriber Document or consent to any departure by the Borrower or any Subsidiary from any provision thereof is effective unless it is in writing and signed by an officer of the Lender. Such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given. 9.3. NOTICES Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice, if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the day of sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below. Notice of change of address shall also be governed by this section. Notices and other communications shall be addressed as follows:

-43(a) if to the Borrower: 134 Peter Street Suite 300 Toronto, Ontario M5V 2H2 Attention: Christopher J.D. Barnard, President Facsimile number: (416)595-6444 with a copy to: Davies Ward Phillips & Vineberg LLP 44th Floor, 1 First Canadian Place Toronto, Ontario M5X 1B1 Attention: William Ainley Facsimile number: (416)863-0871

-43(a) if to the Borrower: 134 Peter Street Suite 300 Toronto, Ontario M5V 2H2 Attention: Christopher J.D. Barnard, President Facsimile number: (416)595-6444 with a copy to: Davies Ward Phillips & Vineberg LLP 44th Floor, 1 First Canadian Place Toronto, Ontario M5X 1B1 Attention: William Ainley Facsimile number: (416)863-0871 (b) if to the Lender: CIBC Capital Partners BCE Place 161 Bay Street 8th Floor Toronto, Ontario M5J 2S8 Attention: John Orr Facsimile number: (416)594-8037 with a copy to: Torys Suite 3000 Maritime Life Tower Box 270, TD Centre Toronto, Ontario M5K 1N2 Attention: Stephen Donovan and Cameron Koziskie Facsimile number: 416-865-7380 9.4. TIME Time is of the essence of this Debenture and the other Subscriber Documents.

-449.5. FURTHER ASSURANCES Whether before or after the happening of an Event of Default, the Borrower shall at its own expense do, make, execute or deliver, or cause to be done, made, executed or delivered by other Persons, all such further acts, documents and things in connection with this Debenture and the other Subscriber Documents as the Lender may reasonably require from time to time for the purpose of giving effect to this Debenture and the other Subscriber Documents including, without limitation, for the purpose of facilitating the enforcement of the Security, all promptly upon the request of the Lender. 9.6. ASSIGNMENT 9.6.1. This Debenture and the other Subscriber Documents shall enure to the benefit of the Lender and be

-449.5. FURTHER ASSURANCES Whether before or after the happening of an Event of Default, the Borrower shall at its own expense do, make, execute or deliver, or cause to be done, made, executed or delivered by other Persons, all such further acts, documents and things in connection with this Debenture and the other Subscriber Documents as the Lender may reasonably require from time to time for the purpose of giving effect to this Debenture and the other Subscriber Documents including, without limitation, for the purpose of facilitating the enforcement of the Security, all promptly upon the request of the Lender. 9.6. ASSIGNMENT 9.6.1. This Debenture and the other Subscriber Documents shall enure to the benefit of the Lender and be binding upon the Borrower, in each case together with their respective successors and any permitted assignee under this section of some or all of the parties' rights or obligations under this Debenture and the other Subscriber Documents. 9.6.2. The Borrower shall not assign all or any part of its obligations under this Debenture or the other Subscriber Documents without the prior written consent of the Lender. 9.6.3. Subject to section 9.6.4, the Lender shall not assign, transfer or encumber the Series One Preferred Share or any of its interest therein and the Borrower shall not recognize as effective any assignment, transfer or encumbrance of the Series One Preferred Share except in connection with section 9.6.4. 9.6.4. The Lender may at any time assign, transfer or encumber all or any part of its rights in respect of the Obligations, this Debenture and the other Subscriber Documents to or in favour of any Person without the consent of the Borrower; provided that in all cases, concurrently with any such assignment, transfer or encumbrance, the Lender shall assign, transfer or encumber to or in favour of the assignee the same portion of the Debenture and of the beneficial interest in the Series One Preferred Shares of the Borrower. Upon any such assignment, the Borrower acknowledges that customary agency arrangements may need to be implemented between the Lender and the assignee and certain intercreditor arrangements may need to be implemented between the holders of this Debenture and the assignee and the Borrower shall enter into any documents reasonably requested by the Lender to implement such arrangements. Where such assignment relates only to part of the Principal Amount of this Debenture, the Lender and the assignee shall be each entitled to receive (upon surrender of this Debenture to the Borrower for cancellation) a Debenture representing the part of the Principal Amount then owned by each of them. 9.6.5. The Lender may provide to any permitted assignee such information, including confidential information, concerning the Debenture and the financial position and the operations of the Borrower and the Subsidiaries as, in the opinion of the Lender, may be relevant or useful in connection with the Debenture or any portion thereof

-45proposed to be acquired by such assignee, provided that each recipient of such information agrees not to disclose such information to any other Person. 9.7. ENTIRE AGREEMENT This Debenture and the other Subscriber Documents constitute the entire agreement between the parties pertaining to the subject matter described therein. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in the Subscriber Documents. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into the Subscriber Documents, or any amendment or supplement thereto, by any party to the Subscriber Documents or its directors, officers, partners, employees or agents, where applicable, to any other party to the Subscriber Documents or its directors, officers, partners, employees or agents, where applicable, except to the extent that the same has been reduced to writing and included as a term of the Subscriber Documents.

-45proposed to be acquired by such assignee, provided that each recipient of such information agrees not to disclose such information to any other Person. 9.7. ENTIRE AGREEMENT This Debenture and the other Subscriber Documents constitute the entire agreement between the parties pertaining to the subject matter described therein. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in the Subscriber Documents. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into the Subscriber Documents, or any amendment or supplement thereto, by any party to the Subscriber Documents or its directors, officers, partners, employees or agents, where applicable, to any other party to the Subscriber Documents or its directors, officers, partners, employees or agents, where applicable, except to the extent that the same has been reduced to writing and included as a term of the Subscriber Documents. IN WITNESS WHEREOF the Borrower has executed this Amended and Restated Debenture, this 8th day of February, 2002, EXCLAMATION INTERNATIONAL INCORPORATED
/s/ Illegible ---------------------------------------By: Illegible Title: CFO

SCHEDULE A COMPLIANCE CERTIFICATE COMPLIANCE CERTIFICATE TO: CIBC CAPITAL PARTNERS RE: Amended and Restated Debenture dated February 8, 2002 (such debenture as amended to the date of this certificate and as such debenture may be further supplemented, amended or restated from time to time being the "DEBENTURE") between Exclamation International Incorporated, as borrower, and CIBC Capital Partners, as lender I, ___________________, [THE CHIEF FINANCIAL OFFICER] of the Borrower, hereby certify without personal liability on behalf of the Borrower as follows: 1. This Certificate is furnished pursuant to paragraph 4.1.7 of the Debenture and initially capitalized terms used in this Certificate and not otherwise defined in this Certificate shall have the respective meanings given to such terms in the Debenture. 2. I have read and am familiar with the Debenture including, in particular, the definitions of the various financial terms used in the Debenture, the covenants contained in Article Four and the Events of Default described in Article Six of the Debenture. 3. I have made or caused to be made such examinations or investigations as are, in my opinion, necessary to furnish this Certificate, and I have furnished this Certificate with the intent that it may be relied upon by the Lender as a basis for determining compliance by the Borrower with its covenants and obligations under the Debenture and the Security Documents as of the date of this Certificate. 4. I have obtained no knowledge that any Default or Event of Default has occurred and is continuing on the date

SCHEDULE A COMPLIANCE CERTIFICATE COMPLIANCE CERTIFICATE TO: CIBC CAPITAL PARTNERS RE: Amended and Restated Debenture dated February 8, 2002 (such debenture as amended to the date of this certificate and as such debenture may be further supplemented, amended or restated from time to time being the "DEBENTURE") between Exclamation International Incorporated, as borrower, and CIBC Capital Partners, as lender I, ___________________, [THE CHIEF FINANCIAL OFFICER] of the Borrower, hereby certify without personal liability on behalf of the Borrower as follows: 1. This Certificate is furnished pursuant to paragraph 4.1.7 of the Debenture and initially capitalized terms used in this Certificate and not otherwise defined in this Certificate shall have the respective meanings given to such terms in the Debenture. 2. I have read and am familiar with the Debenture including, in particular, the definitions of the various financial terms used in the Debenture, the covenants contained in Article Four and the Events of Default described in Article Six of the Debenture. 3. I have made or caused to be made such examinations or investigations as are, in my opinion, necessary to furnish this Certificate, and I have furnished this Certificate with the intent that it may be relied upon by the Lender as a basis for determining compliance by the Borrower with its covenants and obligations under the Debenture and the Security Documents as of the date of this Certificate. 4. I have obtained no knowledge that any Default or Event of Default has occurred and is continuing on the date of this Certificate except ___________________________. 5. Each of the attached financial statements for the [FISCAL QUARTER/FISCAL YEAR] ending [DATE] (the "REFERENCE DATE") when read with the reconciliation accompanying such financial statements fairly presents the consolidated financial condition and results of operations of the Borrower and the Subsidiaries as at the date of such statements and for the reporting period included in such statements, and such financial statements and presentation of financial information in this Certificate and the Appendices to this Certificate, have been prepared on a consolidated or unconsolidated (as applicable) basis in accordance with GAAP as at the end of, and for, the period. No event or circumstance has occurred since [date of Debenture or last Compliance Certificate whichever is more recent] that has had or would reasonably be expected to have a Material Adverse Effect except ______________.

-26. [A LIST OF ALL SUBSIDIARIES ACQUIRED OR FORMED BY THE BORROWER SINCE [THE DATE OF THE DEBENTURE/THE DATE OF THE LAST COMPLIANCE CERTIFICATE], TOGETHER WITH DETAILS OF THEIR SHARE OWNERSHIP, IS LISTED IN EXHIBIT _____.] 7. The following Restricted Payments and Investments have been made since [date of Debenture or last Compliance Certificate whichever is later]: _________________. DATED as of _____________, ____ EXCLAMATION INTERNATIONAL INCORPORATED By: Name:

-26. [A LIST OF ALL SUBSIDIARIES ACQUIRED OR FORMED BY THE BORROWER SINCE [THE DATE OF THE DEBENTURE/THE DATE OF THE LAST COMPLIANCE CERTIFICATE], TOGETHER WITH DETAILS OF THEIR SHARE OWNERSHIP, IS LISTED IN EXHIBIT _____.] 7. The following Restricted Payments and Investments have been made since [date of Debenture or last Compliance Certificate whichever is later]: _________________. DATED as of _____________, ____ EXCLAMATION INTERNATIONAL INCORPORATED By: Name: Title: Chief Financial Officer

SCHEDULE B General Disclosure 1. Changes in Financial Position The Borrower and Exclamation Inc. have continued to develop their businesses and the businesses of Points. ThinOffice and other subsidiaries (exponential entertainment and exclamation Europe) received funding to the end of fiscal 2001. The resulting effect on the financial statements is a significant reduction in the consolidated cash position of the Borrower and the unconsolidated cash position of Borrower, Exclamation, Points, ThinOffice and other subsidiaries (exponential entertainment and exclamation Europe). 2. Transfer of assets between the Borrower, Exclamation and any Subsidiaries Upon completion of the purchase of Points Class C Convertible Preferred shares by Exclamation Inc., the Borrower and Exclamation Inc. will transfer to Points all equipment currently being employed by Points. For greater clarification, this equipment assignment is for equipment currently being used, or already ordered to be used, exclusively for Points' business. Points will establish either an operating or capital lease, along with any security reported by the lessor, for the equipment for use solely for purposes of Bigtree. The Borrower and Exclamation are in the process of transferring all equipment currently being employed by Bigtree to Bigtree. Bigtree will establish either an operating or capital lease, along with any security required by the lessor, for the equipment. For greater clarification, this equipment assignment is for equipment currently being used, or already ordered to be used, exclusively for Bigtree's business. Prior to the disposition of ThinOffice, the Borrower and Exclamation will transfer to ThinOffice the hardware and software used by it together with its intellectual property rights. 3. Exercising Exclamation call on ThinApse shares Pending board approval, the Borrower is expected to exercise its call on ThinApse shares currently owned by Global Map Inc.

SCHEDULE B General Disclosure 1. Changes in Financial Position The Borrower and Exclamation Inc. have continued to develop their businesses and the businesses of Points. ThinOffice and other subsidiaries (exponential entertainment and exclamation Europe) received funding to the end of fiscal 2001. The resulting effect on the financial statements is a significant reduction in the consolidated cash position of the Borrower and the unconsolidated cash position of Borrower, Exclamation, Points, ThinOffice and other subsidiaries (exponential entertainment and exclamation Europe). 2. Transfer of assets between the Borrower, Exclamation and any Subsidiaries Upon completion of the purchase of Points Class C Convertible Preferred shares by Exclamation Inc., the Borrower and Exclamation Inc. will transfer to Points all equipment currently being employed by Points. For greater clarification, this equipment assignment is for equipment currently being used, or already ordered to be used, exclusively for Points' business. Points will establish either an operating or capital lease, along with any security reported by the lessor, for the equipment for use solely for purposes of Bigtree. The Borrower and Exclamation are in the process of transferring all equipment currently being employed by Bigtree to Bigtree. Bigtree will establish either an operating or capital lease, along with any security required by the lessor, for the equipment. For greater clarification, this equipment assignment is for equipment currently being used, or already ordered to be used, exclusively for Bigtree's business. Prior to the disposition of ThinOffice, the Borrower and Exclamation will transfer to ThinOffice the hardware and software used by it together with its intellectual property rights. 3. Exercising Exclamation call on ThinApse shares Pending board approval, the Borrower is expected to exercise its call on ThinApse shares currently owned by Global Map Inc. The last subscription for shares in ThinApse was at a price higher than the call strike price. The call is for 50,000 shares at $0.20 each.

-24. Voting Trust Christopher Barnard, President of the Borrower, and Marc Lavine, Chairman and CEO of the Borrower, have signed a voting trust to vote their shares in the Borrower in favour of the election of Mr. Grant McCutcheon to the board of directors. 5. Shares Pledged in Favour of Air Canada ("AC") and American Airlines ("AA") The Borrower and Exclamation have committed that AC will own at least 2,711,988 shares in Points and AA will own at least 4,000,000 shares.

-24. Voting Trust Christopher Barnard, President of the Borrower, and Marc Lavine, Chairman and CEO of the Borrower, have signed a voting trust to vote their shares in the Borrower in favour of the election of Mr. Grant McCutcheon to the board of directors. 5. Shares Pledged in Favour of Air Canada ("AC") and American Airlines ("AA") The Borrower and Exclamation have committed that AC will own at least 2,711,988 shares in Points and AA will own at least 4,000,000 shares. Any shares not earned by AC and AA will be sold to AC and AA by Exclamation as per the terms in the side letters also attached to this Schedule. The side letters, if unsigned, will not be materially different from the signed agreements. 6. Granting of Stock Options in Subsidiaries to employees and Directors of the Borrower The Borrower and its Subsidiaries have and will continue to grant a reasonable number of Stock Options to employees and Directors of the Borrower as a component of their compensation package. The Stock Options granted may be from any or all of the Borrower and its Subsidiaries. All such option grants will be approved by the appropriate Board of Directors and, if applicable, regulatory agencies.

SCHEDULE C Permitted Liens 1. PPSA (Ontario) Registrations against Exclamation Inc. by third parties: (a) Secured Party: Compaq Financial Services Canada Corporation File No.: 865939761 Registration No.: 20000921 1808 1531 5104 (b) Secured Party: Compaq Capital Canada Company File No.: 848953197 Registration No.: 19990308 1007 7029 9655 (c) Secured Party: Xerox Canada Ltd.

File No.: 861941583 Registration No.: 20000517 1357 1715 5537 (d) Secured Party: Royal Bank of Canada File No.: 861756723 Registration No.: 20000511 1804 1531 0065 (e) Secured Party: Royal Bank of Canada File No.: 858466845 Registration No.: 20000117 1820 1531 2605 2. PPSA (Ontario) Registrations against Exclamation International Incorporated and Exclamation Inc. by CIBC Capital Partners (a) Secured Party: CIBC Capital Partners Debtor: Exclamation International Incorporated File No.: 870507477 Registration No.: 20010309 1811 1531 2961 (b) Secured Party: CIBC Capital Partners Debtor: Exclamation Inc. File No.: 870507486 Registration No.: 20010309 1811 1531 2962

SCHEDULE C Permitted Liens 1. PPSA (Ontario) Registrations against Exclamation Inc. by third parties: (a) Secured Party: Compaq Financial Services Canada Corporation File No.: 865939761 Registration No.: 20000921 1808 1531 5104 (b) Secured Party: Compaq Capital Canada Company File No.: 848953197 Registration No.: 19990308 1007 7029 9655 (c) Secured Party: Xerox Canada Ltd.

File No.: 861941583 Registration No.: 20000517 1357 1715 5537 (d) Secured Party: Royal Bank of Canada File No.: 861756723 Registration No.: 20000511 1804 1531 0065 (e) Secured Party: Royal Bank of Canada File No.: 858466845 Registration No.: 20000117 1820 1531 2605 2. PPSA (Ontario) Registrations against Exclamation International Incorporated and Exclamation Inc. by CIBC Capital Partners (a) Secured Party: CIBC Capital Partners Debtor: Exclamation International Incorporated File No.: 870507477 Registration No.: 20010309 1811 1531 2961 (b) Secured Party: CIBC Capital Partners Debtor: Exclamation Inc. File No.: 870507486 Registration No.: 20010309 1811 1531 2962 3. PPSA (Ontario) security interests to be registered against Exclamation Inc. in favour of Exclamation International Incorporated as a result of the XI Debenture.

SCHEDULE D REORGANIZATION TERM SHEET

NOVEMBER 1, 2001 EXCLAMATION INTERNATIONAL INC. POINTS.COM INC. RESTRUCTURING SUMMARY OF TERMS (ALL S CANADIAN)
EXCLAMATION INTERNATIONAL INC. ("XII") CURRENT SHAREHOLDINGS: XII is an Ontario Corporation whose common shares are listed on the Canadian Venture Exchange ("CDNX"). The XII common shares currently outstanding, and the XII common shares issuable on the exercise of currently outstanding options held by XII employees, share purchase warrants held by CIBC capital Partners ("CIBC CP") and convertible securities are set forth on Schedule A attached.

SCHEDULE D REORGANIZATION TERM SHEET

NOVEMBER 1, 2001 EXCLAMATION INTERNATIONAL INC. POINTS.COM INC. RESTRUCTURING SUMMARY OF TERMS (ALL S CANADIAN)
EXCLAMATION INTERNATIONAL INC. ("XII") CURRENT SHAREHOLDINGS: XII is an Ontario Corporation whose common shares are listed on the Canadian Venture Exchange ("CDNX"). The XII common shares currently outstanding, and the XII common shares issuable on the exercise of currently outstanding options held by XII employees, share purchase warrants held by CIBC capital Partners ("CIBC CP") and convertible securities are set forth on Schedule A attached. PCI is an Ontario private corporation. The transfer of PCI common shares is restricted by its articles and by a unanimous shareholders agreement ("USA"). The PCI common shares currently outstanding, and the PCI common shares issuable on the exercise of currently outstanding (i) options held by founders and PCI employees, (ii) Class C shares held by XII and Kensington Capital Partners ("KCP) and certain other outside investors ("KS&I"), and (iii) preferred shares held by XII subject to the terms of its option agreement with CIBC CP are set forth in Schedule A attached. XII will purchase from KS&I and KS&I will sell to XII 1,106,559 PCI common shares and 64,910 Class C shares of PCI and XII will issue from treasury to KS&I as consideration therefore 6,588,703 XII common shares and 492,971 XII common shares, respectively. All Class C shares of PCI held by KS&I other than the 64,910 Class C shares referred to above will be converted into PCI common shares. In addition XII will issue to KS&I warrants to purchase 4,187,026 XII common shares, with an exercise price of $0.25 per XII common share expiring on November 30, 2004, or such earlier date as CDNX may require, and will amend and restate the broker warrants currently held by KCP to provide that they shall entitle KCP to purchase

POINTS.COM INC. ("PCI") CURRENT SHAREHOLDINGS:

XII PURCHASE OF PCI COMMON SHARES FROM KENSINGTON CAPITAL PARTNERS AND OTHER INVESTORS:

-288,525 XII common shares at $0.25 per share and expire November 30, 2004 or such earlier date as CDNX may require. XII will purchase from DWPV and DWPV will sell to XII 34,343 PCI common shares and XII will issue from treasury as consideration therefore 204,486 XII common shares and warrants to purchase 120,902 XII common shares with an

NOVEMBER 1, 2001 EXCLAMATION INTERNATIONAL INC. POINTS.COM INC. RESTRUCTURING SUMMARY OF TERMS (ALL S CANADIAN)
EXCLAMATION INTERNATIONAL INC. ("XII") CURRENT SHAREHOLDINGS: XII is an Ontario Corporation whose common shares are listed on the Canadian Venture Exchange ("CDNX"). The XII common shares currently outstanding, and the XII common shares issuable on the exercise of currently outstanding options held by XII employees, share purchase warrants held by CIBC capital Partners ("CIBC CP") and convertible securities are set forth on Schedule A attached. PCI is an Ontario private corporation. The transfer of PCI common shares is restricted by its articles and by a unanimous shareholders agreement ("USA"). The PCI common shares currently outstanding, and the PCI common shares issuable on the exercise of currently outstanding (i) options held by founders and PCI employees, (ii) Class C shares held by XII and Kensington Capital Partners ("KCP) and certain other outside investors ("KS&I"), and (iii) preferred shares held by XII subject to the terms of its option agreement with CIBC CP are set forth in Schedule A attached. XII will purchase from KS&I and KS&I will sell to XII 1,106,559 PCI common shares and 64,910 Class C shares of PCI and XII will issue from treasury to KS&I as consideration therefore 6,588,703 XII common shares and 492,971 XII common shares, respectively. All Class C shares of PCI held by KS&I other than the 64,910 Class C shares referred to above will be converted into PCI common shares. In addition XII will issue to KS&I warrants to purchase 4,187,026 XII common shares, with an exercise price of $0.25 per XII common share expiring on November 30, 2004, or such earlier date as CDNX may require, and will amend and restate the broker warrants currently held by KCP to provide that they shall entitle KCP to purchase

POINTS.COM INC. ("PCI") CURRENT SHAREHOLDINGS:

XII PURCHASE OF PCI COMMON SHARES FROM KENSINGTON CAPITAL PARTNERS AND OTHER INVESTORS:

-288,525 XII common shares at $0.25 per share and expire November 30, 2004 or such earlier date as CDNX may require. XII will purchase from DWPV and DWPV will sell to XII 34,343 PCI common shares and XII will issue from treasury as consideration therefore 204,486 XII common shares and warrants to purchase 120,902 XII common shares with an exercise price of $0.25 per XII common share expiring on November 30, 2004. The issuances of common shares and share purchase warrants are subject to CDNX approval.

-288,525 XII common shares at $0.25 per share and expire November 30, 2004 or such earlier date as CDNX may require. XII will purchase from DWPV and DWPV will sell to XII 34,343 PCI common shares and XII will issue from treasury as consideration therefore 204,486 XII common shares and warrants to purchase 120,902 XII common shares with an exercise price of $0.25 per XII common share expiring on November 30, 2004. The issuances of common shares and share purchase warrants are subject to CDNX approval. After completing these purchases XII will own 100% of the issued and outstanding common shares of PCI and the XII shareholdings will be as reflected on Schedule B. AMENDMENT OF XII DEBENTURE HELD BY CIBC CP: XII will amend and restate the currently outstanding debenture of XII held by CIBC CP on the terms and subject to the conditions set forth in Schedule C hereto. The amendment of the XII debenture held by CIBC CP is subject to CDNX approval. XII will grant to each holder of outstanding PCI founders options and employee options that have an exercise price of less than $1.00 (the "Specified Options") the right to sell all but not less than all the PCI common shares acquired by such holder upon the exercise by such holder of Specified Options in consideration for the issuance by XII to such holders of XII common shares having a fair market value at the time of such exchange equal to the fair market value of the PCI common shares at such date. The parties agree that on the foregoing basis at the date hereof the PCI common shares issuable on exercise of all the Specified Options would be exchangeable with XII on the basis of 2.5039 XII common shares for each share of PCI, representing 10,622,511.42 XII common shares in total for the PCI common shares underlying the Specified Options. The Specified Options will be amended to make XII a party thereto and to provide such put rights in order that the option

PCI EMPLOYEE PUT RIGHT:

-3holders have some liquidity for the shares under option. All other PCI founders options and employee options will remain outstanding and be amended to contain the same right to sell each PCI common share acquired on exercise of the option to XII in exchange for 2.5039 XII common shares. The issuance of XII common shares on the exercise of the put rights will be subject to the approval of CDNX.

-3holders have some liquidity for the shares under option. All other PCI founders options and employee options will remain outstanding and be amended to contain the same right to sell each PCI common share acquired on exercise of the option to XII in exchange for 2.5039 XII common shares. The issuance of XII common shares on the exercise of the put rights will be subject to the approval of CDNX. PCI PARTNERS WARRANTS: PCI has issued warrants to partners in its exchange program to acquire PCI common shares, and may issue further common shares purchase warrants to partners in the future. The PCI USA will remain in effect notwithstanding that XII will own all of the outstanding PCI common shares after giving effect to the foregoing, to govern the parties' rights in the event any of the partners' warrants are exercised. CIBC CP and KS&I will consent to amendments to the USA to terminate their rights and obligations under the USA. XII BOARD OF DIRECTORS: It is proposed that three or four members of the board of directors of XII will resign and the vacancies created will be filed by Rob MacLean, Doug Carty, a nominee of KCP and one other director to be determined. Rob MacLean and Chris Barnard will remain as the only directors of PCI. XII's wholly owned subsidiary Exclamation Inc. will sell its shares of all corporations owned by it (other than PCI) or their assets and shall be released from any and all related obligations and liabilities, so that XII shall become a single purpose publicly traded holding corporation. After completing the restructuring XII will use its cash reserves to fund PCI's business. At the next annual general meeting of shareholders of XII, it is XII's current intention to propose an amalgamation of XII with XI and PCI. In any event, XII shareholders will be asked to approve a change in XII's name to "Points International Inc." Pursuant to the terms of the partners' warrants and any then outstanding PCI founders options and employee options, the holders of such warrants and options who exercise a warrant or option after the effective date of

XII SALE OF NON-CORE ASSETS:

XII AMALGAMATION WITH PCI:

-4the amalgamation will receive for each PCI common share they would have received that number of common shares of the amalgamated company as have at the amalgamation date a fair market value equal to the fair market value of one PCI common share.

-4the amalgamation will receive for each PCI common share they would have received that number of common shares of the amalgamated company as have at the amalgamation date a fair market value equal to the fair market value of one PCI common share.

SCHEDULE C The proposed board of directors of Exclamation International Inc. are: - Doug Carty - Rowland Fleming* - John Thompson - John Orr - Jim Kranias - Marc Lavine - Christopher Barnard - Rob MacLean - Grant McCutcheon * or Vahan Kololian

POINTS.COM INC.

KENSINGTON CAPITAL PARTNERS LIMITED

/s/ Robert MacLean ------------------------------------Robert MacLean

/s/ Tom Kennedy ------------------------------------Tom Kennedy

CIBC CAPITAL PARTNERS

LAWRENCE & CO.

/s/ John Orr ------------------------------------John Orr

/s/ Grant McCutcheon ------------------------------------Grant McCutcheon

/s/ Robert MacLean ------------------------------------Robert MacLean

/s/ Stephen Moore ------------------------------------Stephen Moore

/s/ Jeffrey Shaul

SCHEDULE C The proposed board of directors of Exclamation International Inc. are: - Doug Carty - Rowland Fleming* - John Thompson - John Orr - Jim Kranias - Marc Lavine - Christopher Barnard - Rob MacLean - Grant McCutcheon * or Vahan Kololian

POINTS.COM INC.

KENSINGTON CAPITAL PARTNERS LIMITED

/s/ Robert MacLean ------------------------------------Robert MacLean

/s/ Tom Kennedy ------------------------------------Tom Kennedy

CIBC CAPITAL PARTNERS

LAWRENCE & CO.

/s/ John Orr ------------------------------------John Orr

/s/ Grant McCutcheon ------------------------------------Grant McCutcheon

/s/ Robert MacLean ------------------------------------Robert MacLean

/s/ Stephen Moore ------------------------------------Stephen Moore

/s/ Jeffrey Shaul ------------------------------------Jeffrey Shaul

/s/ Tom Kennedy ------------------------------------Tom Kennedy

/s/ John Thompson ------------------------------------John Thompson

POINTS.COM INC.

KENSINGTON CAPITAL PARTNERS LIMITED

/s/ Robert MacLean ------------------------------------Robert MacLean

/s/ Tom Kennedy ------------------------------------Tom Kennedy

CIBC CAPITAL PARTNERS

LAWRENCE & CO.

/s/ John Orr ------------------------------------John Orr

/s/ Grant McCutcheon ------------------------------------Grant McCutcheon

/s/ Robert MacLean ------------------------------------Robert MacLean

/s/ Stephen Moore ------------------------------------Stephen Moore

/s/ Jeffrey Shaul ------------------------------------Jeffrey Shaul

/s/ Tom Kennedy ------------------------------------Tom Kennedy

/s/ John Thompson ------------------------------------John Thompson

Exhibit 99.28 FORM 51-102F3 MATERIAL CHANGE REPORT UNDER NATIONAL INSTRUMENT 51-102 1. NAME AND ADDRESS OF COMPANY Points International Ltd. ("Points") 179 John Street, 8th Floor, Toronto, Ontario M5T 1X4 2. DATE OF MATERIAL CHANGE March 28, 2005 and April 4, 2005. 3. NEWS RELEASE News releases with respect to the material change referred to in this report were issued through newswire services on March 29, 2005 and April 4, 2005 and filed on the system for electronic document analysis and retrieval (SEDAR).

Exhibit 99.28 FORM 51-102F3 MATERIAL CHANGE REPORT UNDER NATIONAL INSTRUMENT 51-102 1. NAME AND ADDRESS OF COMPANY Points International Ltd. ("Points") 179 John Street, 8th Floor, Toronto, Ontario M5T 1X4 2. DATE OF MATERIAL CHANGE March 28, 2005 and April 4, 2005. 3. NEWS RELEASE News releases with respect to the material change referred to in this report were issued through newswire services on March 29, 2005 and April 4, 2005 and filed on the system for electronic document analysis and retrieval (SEDAR). Copies of the news releases are attached hereto as Schedule A. 4. SUMMARY OF MATERIAL CHANGE On March 29, 2005, Points announced that it had entered into binding agreements to issue approximately 18.1 million common shares at $0.683 per share and one Series Four Preferred Share for approximately $3.5 million (collectively, the "Private Placement Transaction"). On the same date Points also announced that CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce, ("CIBC") agreed to sell to the purchasers in the Private Placement Transaction an amended version of the $6 million debenture issued by Points to CIBC in 2001 and the Series One Preferred Share in the capital of Points held by CIBC (the "Debenture Transaction"). On April 4, 2005, Points announced the closing of the Private Placement Transaction and the Debenture Transaction. 5. FULL DESCRIPTION OF MATERIAL CHANGE Private Placement Transaction On March 29, 2005, Points announced that it had entered into binding agreements to issue 18,134,300 common shares to a group of accredited investors and to issue to Points Investments, Inc. one Series Four Preferred Share. On April 4, 2005, Points announced the closing of the Private Placement Transaction. Not for distribution to United States newswire services or for dissemination in the United States.

-2The common shares were issued for $0.683 per share. The Series Four Preferred Share was issued for $3,454,620.90. The terms of the Series Four Preferred Share provide as follows: - Dividends: Points will not be entitled to declare or pay any dividend on the common shares unless it concurrently declares and pays a dividend on the Series Four Preferred Share in an amount equal to the product of the number of common shares comprising the Underlying Shares (see "Conversion Right" below) and the dividend declared or paid per common share. Any such dividend will be paid to the holder of the Series Four

-2The common shares were issued for $0.683 per share. The Series Four Preferred Share was issued for $3,454,620.90. The terms of the Series Four Preferred Share provide as follows: - Dividends: Points will not be entitled to declare or pay any dividend on the common shares unless it concurrently declares and pays a dividend on the Series Four Preferred Share in an amount equal to the product of the number of common shares comprising the Underlying Shares (see "Conversion Right" below) and the dividend declared or paid per common share. Any such dividend will be paid to the holder of the Series Four Preferred Share in the same form as it is paid to the holders of the common shares. - Conversion Right: The holder of the Series Four Preferred Share will have the right, exercisable at any time prior to 5:00 p.m. (Toronto time) on March 31, 2013 to convert the Series Four Preferred Share, for no additional consideration, into 4,504,069 common shares subject to anti-dilution adjustment (the "Underlying Shares"). In addition to anti-dilution adjustments for stock splits, consolidations, etc., the number of common shares issuable on the conversion of the Series Four Preferred Share will be subject to adjustment in connection with any issuance of common shares to extinguish rights to acquire securities in Points' subsidiaries and in connection with the conversion of the Point's outstanding convertible debenture. - Automatic Conversion: The Series Four Preferred Share will automatically convert into one Series Five Preferred Share on the earlier of the date that (i) the Series Four Preferred Share is directly or indirectly transferred to a person that is not an affiliate of InterActiveCorp., and (ii) the holder of the Series Four Preferred Share ceases to be an affiliate of InterActiveCorp. - Redemption Right: Unless a notice of conversion has been delivered, Points will redeem the Series Four Preferred Share upon the earlier of (i) March 31, 2013 and (ii) the third business day following a "Change of Control" of Points. For this purpose, a "Change of Control" of Points will be deemed to have occurred if, before April 11, 2006, any combination of a person (other than the holder of the Series Four Preferred Share), its affiliates or associates and persons acting jointly or in concert with any of them becomes the beneficial owner of shares of Points sufficient to elect a majority of the board of directors of Points. In the event of redemption on March 31, 2013, the amount payable on redemption will equal the greater of (i) the subscription price of the Series Four Preferred Share plus a return on that subscription price equal to 7% per annum, calculated from the date of issue of the Series Four Preferred Share to the date on which the Series Four Preferred Share is redeemed and (ii) the market value of the common shares into which the Series Four Preferred Share may then be converted. In the event of redemption on a Change of Control, the amount payable on redemption will equal an amount equal to the greater of (i) 125% of the amount specified in clause (i) of the preceding sentence and (ii) the greater of (A) the value of the common shares into which the Series Four Preferred Share then could be converted on the day immediately prior to public announcement of the Change of Not for distribution to United States newswire services or for dissemination in the United States.

-3Control and (B) the product of the common shares into which the Series Four Preferred Share then could be converted and the fair market value of the consideration paid per common share in the transaction resulting in the Change of Control. - Voting Rights: The holder of the Series Four Preferred Share will be entitled to receive notice of and attend all meetings of shareholders of Points. In addition to the right to vote separately as a series and as part of a class of shares, the holder of the Series Four Preferred Share shall be entitled to vote, together with the holders of common shares, on all matters at all meetings of holders of common shares. In each case, the holder of the Series Four Preferred Share shall be entitled to cast that number of votes equal to the number of Underlying Shares (provided that until the warrants previously issued by Points to an affiliate of InterActiveCorp. on April 11, 2003 have been exercised in whole or in part, the number of votes will not exceed 19.9% of the votes that may be cast at meetings of holders of common shares). Without the approval of the holder of the Series Four Preferred Share

-3Control and (B) the product of the common shares into which the Series Four Preferred Share then could be converted and the fair market value of the consideration paid per common share in the transaction resulting in the Change of Control. - Voting Rights: The holder of the Series Four Preferred Share will be entitled to receive notice of and attend all meetings of shareholders of Points. In addition to the right to vote separately as a series and as part of a class of shares, the holder of the Series Four Preferred Share shall be entitled to vote, together with the holders of common shares, on all matters at all meetings of holders of common shares. In each case, the holder of the Series Four Preferred Share shall be entitled to cast that number of votes equal to the number of Underlying Shares (provided that until the warrants previously issued by Points to an affiliate of InterActiveCorp. on April 11, 2003 have been exercised in whole or in part, the number of votes will not exceed 19.9% of the votes that may be cast at meetings of holders of common shares). Without the approval of the holder of the Series Four Preferred Share by ordinary resolution, voting separately as a series, Points shall not and shall not, to the extent permitted by applicable law, permit its subsidiaries to: (i) create any class or series of securities of Points (including, without limitation, equity, debt or hybrid securities); (ii) create, incur, assume, or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any indebtedness for borrowed money, other than in the ordinary course of business; (iii) redeem, repurchase, purchase for cancellation or otherwise acquire for value any of its outstanding securities; (iv) declare or pay any dividends; or (v) amend the articles of Points. - Liquidation Entitlement: In the event of the liquidation, dissolution or winding-up of Points or other distribution of assets of Points among its shareholders for the purpose of winding-up its affairs, the holder of the Series Four Preferred Share will be entitled to receive from the assets of Points an amount equal to the greater of (i) the subscription price of the Series Four Preferred Share plus a return on that subscription price equal to 7% per annum, calculated on a daily basis from the date of issue of the Series Four Preferred Share to the date on which the liquidation event occurred and (ii) the product of the number of Underlying Shares and the per share amount to be distributed to the holders of the common shares upon the liquidation event after giving effect to any payments to be paid on the Series Four Preferred Share and any other shares (other than the Series Four Preferred Share) ranking prior to the common shares upon the liquidation event. - Board Representation: So long as the Series Four Preferred Share is outstanding, unless approved of the holder of the Series Four Preferred Share voting separately as a series, the board of directors shall include one director elected by the holder of the Series Four Preferred Share, voting separately and as a series. The terms of the Series Five Preferred Share into which the Series Four Preferred Share may convert provide as follows: Not for distribution to United States newswire services or for dissemination in the United States.

-4- Redemption Right: Points will redeem the Series Five Preferred Share upon the earlier of (i) March 31, 2013 and (ii) the third business day following a "Change of Control" of Points. For this purpose, a "Change of Control" of Points will be deemed to have occurred if, before April 11, 2006, any combination of a person (other than the holder of the Series Five Preferred Share), its affiliates or associates and persons acting jointly or in concert with any of them becomes the beneficial owner of shares of Points sufficient to elect a majority of the board of directors. In the event of redemption on March 31, 2013, the amount payable on redemption will equal the subscription price of the Series Four Preferred Share plus a return on that subscription price equal to 7% per annum, calculated from the date of issue of the Series Four Preferred Share to the date on which the Series Five Preferred Share is redeemed. In the event of redemption on a Change of Control, the amount payable on redemption will equal an amount equal to 125% of the amount specified in the preceding sentence. - Liquidation Entitlement: In the event of the liquidation, dissolution or winding-up of Points or other distribution of assets of Points among its shareholders for the purpose of winding-up its affairs, whether voluntary or involuntary, the holder of the Series Five Preferred Share will be entitled to receive from the assets of Points an amount equal to the subscription price of the Series Four Preferred Share plus a return on that subscription price equal to 7% per annum, calculated on a daily basis from the date of issue of the Series Four Preferred Share to

-4- Redemption Right: Points will redeem the Series Five Preferred Share upon the earlier of (i) March 31, 2013 and (ii) the third business day following a "Change of Control" of Points. For this purpose, a "Change of Control" of Points will be deemed to have occurred if, before April 11, 2006, any combination of a person (other than the holder of the Series Five Preferred Share), its affiliates or associates and persons acting jointly or in concert with any of them becomes the beneficial owner of shares of Points sufficient to elect a majority of the board of directors. In the event of redemption on March 31, 2013, the amount payable on redemption will equal the subscription price of the Series Four Preferred Share plus a return on that subscription price equal to 7% per annum, calculated from the date of issue of the Series Four Preferred Share to the date on which the Series Five Preferred Share is redeemed. In the event of redemption on a Change of Control, the amount payable on redemption will equal an amount equal to 125% of the amount specified in the preceding sentence. - Liquidation Entitlement: In the event of the liquidation, dissolution or winding-up of Points or other distribution of assets of Points among its shareholders for the purpose of winding-up its affairs, whether voluntary or involuntary, the holder of the Series Five Preferred Share will be entitled to receive from the assets of Points an amount equal to the subscription price of the Series Four Preferred Share plus a return on that subscription price equal to 7% per annum, calculated on a daily basis from the date of issue of the Series Four Preferred Share to the date on which the liquidation event occurred. In connection with the Private Placement Transaction, the size of the board of directors of Points will be reduced from eleven to seven. In addition, Points has agreed to apply to list its common shares on a US market within 200 days of the closing date of the Private Placement Transaction. Proceeds from the Private Placement Transaction will be used for marketing purposes, technology development and working capital. The form of share purchase agreement for the Private Placement Transaction is attached hereto as Schedule B. Debenture Transaction On March 29, 2005, Points announced that CIBC had agreed to sell to the purchasers in the Private Placement Transaction an amended version of the $6 million debenture (the "Debenture") issued by Points to CIBC in 2001 and the Series One Preferred Share in the capital of Points held by CIBC. In connection with this transaction, the Debenture was amended to, among other things, (i) reduce the interest rate from 11% to 8%, (ii) eliminate all negative covenants, (iii) eliminate certain positive covenants, (iv) remove certain events of default and (v) release all security over the assets of Points and its subsidiaries. Unless previously repaid, the Not for distribution to United States newswire services or for dissemination in the United States.

-5Debenture, as amended, will automatically convert in 18,908,070 common shares in April 2006. The form of Debenture acquired by each of the purchasers in the Debenture Transaction is attached hereto as Schedule C. 6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102 Not applicable. 7. OMITTED INFORMATION Not applicable. 8. EXECUTIVE OFFICER

-5Debenture, as amended, will automatically convert in 18,908,070 common shares in April 2006. The form of Debenture acquired by each of the purchasers in the Debenture Transaction is attached hereto as Schedule C. 6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102 Not applicable. 7. OMITTED INFORMATION Not applicable. 8. EXECUTIVE OFFICER For further information contact Stephen Yuzpe, Chief Financial Officer of Points at (416) 596-6382. 9. DATE OF MATERIAL CHANGE REPORT April 5, 2005. SIGNED at Toronto, Ontario.
Per: /s/ Stephen Yuzpe ----------------------------------Stephen Yuzpe Chief Financial Officer

Not for distribution to United States newswire services or for dissemination in the United States.

SCHEDULE A NEWS RELEASES Not for distribution to United States newswire services or for dissemination in the United States.

SCHEDULE B SHARE PURCHASE AGREEMENT Not for distribution to United States newswire services or for dissemination in the United States.

SCHEDULE C FORM OF DEBENTURE Not for distribution to United States newswire services or for dissemination in the United States.

Exhibit 99.29 MATERIAL CHANGE REPORT

SCHEDULE A NEWS RELEASES Not for distribution to United States newswire services or for dissemination in the United States.

SCHEDULE B SHARE PURCHASE AGREEMENT Not for distribution to United States newswire services or for dissemination in the United States.

SCHEDULE C FORM OF DEBENTURE Not for distribution to United States newswire services or for dissemination in the United States.

Exhibit 99.29 MATERIAL CHANGE REPORT SECTION 75 OF THE SECURITIES ACT (ONTARIO), SECTION 85 OF THE SECURITIES ACT (BRITISH COLUMBIA) SECTION 146 OF THE SECURITIES ACT (ALBERTA) ITEM 1: REPORTING ISSUER Points International Ltd. ("Points") 134 Peter Street Suite 333 Toronto, Ontario M5V 2H2 ITEM 2: DATE OF MATERIAL CHANGE March 11, 2004 ITEM 3: PRESS RELEASE A press release reporting the material change was disseminated from Toronto, Ontario by Points on March 11, 2004. A copy of the press release is attached hereto. ITEM 4: SUMMARY OF MATERIAL CHANGE On March 11, 2004 Points entered into an agreement to acquire substantially all of the assets of MilePoint, Inc., a loyalty program technology provider and operator. The purchase price is C$7.5 million to be satisfied through a combination of C$3.5 million in cash and four million common shares. ITEM 5: FULL DESCRIPTION OF MATERIAL CHANGE On March 11, 2004 Points entered into an agreement to acquire substantially all of the assets of MilePoint, Inc., a loyalty program technology provider and operator. The purchase price is C$7.5 million to be satisfied through a combination of C$3.5 million in cash and four million common shares. The cash payment will be satisfied by C$1.9 million on the closing date with the balance payable semi-annually over two years. The four million shares will be issued into escrow on the closing date and will be released to MilePoint in four tranches over two years.

SCHEDULE B SHARE PURCHASE AGREEMENT Not for distribution to United States newswire services or for dissemination in the United States.

SCHEDULE C FORM OF DEBENTURE Not for distribution to United States newswire services or for dissemination in the United States.

Exhibit 99.29 MATERIAL CHANGE REPORT SECTION 75 OF THE SECURITIES ACT (ONTARIO), SECTION 85 OF THE SECURITIES ACT (BRITISH COLUMBIA) SECTION 146 OF THE SECURITIES ACT (ALBERTA) ITEM 1: REPORTING ISSUER Points International Ltd. ("Points") 134 Peter Street Suite 333 Toronto, Ontario M5V 2H2 ITEM 2: DATE OF MATERIAL CHANGE March 11, 2004 ITEM 3: PRESS RELEASE A press release reporting the material change was disseminated from Toronto, Ontario by Points on March 11, 2004. A copy of the press release is attached hereto. ITEM 4: SUMMARY OF MATERIAL CHANGE On March 11, 2004 Points entered into an agreement to acquire substantially all of the assets of MilePoint, Inc., a loyalty program technology provider and operator. The purchase price is C$7.5 million to be satisfied through a combination of C$3.5 million in cash and four million common shares. ITEM 5: FULL DESCRIPTION OF MATERIAL CHANGE On March 11, 2004 Points entered into an agreement to acquire substantially all of the assets of MilePoint, Inc., a loyalty program technology provider and operator. The purchase price is C$7.5 million to be satisfied through a combination of C$3.5 million in cash and four million common shares. The cash payment will be satisfied by C$1.9 million on the closing date with the balance payable semi-annually over two years. The four million shares will be issued into escrow on the closing date and will be released to MilePoint in four tranches over two years. Closing of the acquisition is subject to regulatory approval and customary closing conditions. In connection with the acquisition, Points International will retain as consultants MilePoint's founders, and loyalty industry veterans, Mark Lacek and Peter Brennan. ITEM 6: RELIANCE ON SUBSECTION 75(3) OF THE ONTARIO SECURITIES ACT OR EQUIVALENT PROVISIONS

SCHEDULE C FORM OF DEBENTURE Not for distribution to United States newswire services or for dissemination in the United States.

Exhibit 99.29 MATERIAL CHANGE REPORT SECTION 75 OF THE SECURITIES ACT (ONTARIO), SECTION 85 OF THE SECURITIES ACT (BRITISH COLUMBIA) SECTION 146 OF THE SECURITIES ACT (ALBERTA) ITEM 1: REPORTING ISSUER Points International Ltd. ("Points") 134 Peter Street Suite 333 Toronto, Ontario M5V 2H2 ITEM 2: DATE OF MATERIAL CHANGE March 11, 2004 ITEM 3: PRESS RELEASE A press release reporting the material change was disseminated from Toronto, Ontario by Points on March 11, 2004. A copy of the press release is attached hereto. ITEM 4: SUMMARY OF MATERIAL CHANGE On March 11, 2004 Points entered into an agreement to acquire substantially all of the assets of MilePoint, Inc., a loyalty program technology provider and operator. The purchase price is C$7.5 million to be satisfied through a combination of C$3.5 million in cash and four million common shares. ITEM 5: FULL DESCRIPTION OF MATERIAL CHANGE On March 11, 2004 Points entered into an agreement to acquire substantially all of the assets of MilePoint, Inc., a loyalty program technology provider and operator. The purchase price is C$7.5 million to be satisfied through a combination of C$3.5 million in cash and four million common shares. The cash payment will be satisfied by C$1.9 million on the closing date with the balance payable semi-annually over two years. The four million shares will be issued into escrow on the closing date and will be released to MilePoint in four tranches over two years. Closing of the acquisition is subject to regulatory approval and customary closing conditions. In connection with the acquisition, Points International will retain as consultants MilePoint's founders, and loyalty industry veterans, Mark Lacek and Peter Brennan. ITEM 6: RELIANCE ON SUBSECTION 75(3) OF THE ONTARIO SECURITIES ACT OR EQUIVALENT PROVISIONS Not applicable.

-2ITEM 7: OMITTED INFORMATION

Exhibit 99.29 MATERIAL CHANGE REPORT SECTION 75 OF THE SECURITIES ACT (ONTARIO), SECTION 85 OF THE SECURITIES ACT (BRITISH COLUMBIA) SECTION 146 OF THE SECURITIES ACT (ALBERTA) ITEM 1: REPORTING ISSUER Points International Ltd. ("Points") 134 Peter Street Suite 333 Toronto, Ontario M5V 2H2 ITEM 2: DATE OF MATERIAL CHANGE March 11, 2004 ITEM 3: PRESS RELEASE A press release reporting the material change was disseminated from Toronto, Ontario by Points on March 11, 2004. A copy of the press release is attached hereto. ITEM 4: SUMMARY OF MATERIAL CHANGE On March 11, 2004 Points entered into an agreement to acquire substantially all of the assets of MilePoint, Inc., a loyalty program technology provider and operator. The purchase price is C$7.5 million to be satisfied through a combination of C$3.5 million in cash and four million common shares. ITEM 5: FULL DESCRIPTION OF MATERIAL CHANGE On March 11, 2004 Points entered into an agreement to acquire substantially all of the assets of MilePoint, Inc., a loyalty program technology provider and operator. The purchase price is C$7.5 million to be satisfied through a combination of C$3.5 million in cash and four million common shares. The cash payment will be satisfied by C$1.9 million on the closing date with the balance payable semi-annually over two years. The four million shares will be issued into escrow on the closing date and will be released to MilePoint in four tranches over two years. Closing of the acquisition is subject to regulatory approval and customary closing conditions. In connection with the acquisition, Points International will retain as consultants MilePoint's founders, and loyalty industry veterans, Mark Lacek and Peter Brennan. ITEM 6: RELIANCE ON SUBSECTION 75(3) OF THE ONTARIO SECURITIES ACT OR EQUIVALENT PROVISIONS Not applicable.

-2ITEM 7: OMITTED INFORMATION Not applicable. ITEM 8: SENIOR OFFICERS For further information, please contact Stephen Yuzpe, Chief Financial Officer of Points at (416) 596-6382. ITEM 9: STATEMENT OF SENIOR OFFICER

-2ITEM 7: OMITTED INFORMATION Not applicable. ITEM 8: SENIOR OFFICERS For further information, please contact Stephen Yuzpe, Chief Financial Officer of Points at (416) 596-6382. ITEM 9: STATEMENT OF SENIOR OFFICER The foregoing accurately discloses the material change referred to herein. DATED at Toronto, Ontario this 18th day of March, 2004. POINTS INTERNATIONAL LTD.
By: /s/ Stephen Yuzpe -----------------------------------Name: Steve Yuzpe Title: Chief Financial Officer

Exhibit 99.30 POINTS INTERNATIONAL LTD. HBC REWARDS LAUNCHES ON POINTS.COM New Agreement Offers Dozens of New Opportunities for Over 8.5 Million Hbc Reward Members TORONTO, (Date) - POINTS INTERNATIONAL LTD. (TSX: PTS), owner and operator of Points.com, the world's leading reward management portal, is pleased to announce an agreement with Hudson's Bay Company (Hbc) to provide Hbc Rewards members with the opportunity to swap Hbc Rewards with dozens of other reward and gift certificate programs on Points.com. "We are thrilled to have Canada's oldest corporation as a member of Points.com," said Rob MacLean, CEO of Points International Ltd. "This further enhances our relationship with Hbc and provides their Rewards members with numerous new redemption opportunities." In addition to joining Points.com, Hbc utilizes Points.com Business Solutions technology to facilitate the sale of loyalty program currencies to corporate customers. "This partnership will allow our 8.5 million members the chance to accumulate points faster and provide them with the broadest selection of goods and services available for redemption,' said Steve Allmen, General Manager, Hbc Rewards. "This partnership further strengthens the benefits of Hbc's rewards program for our customers." Hbc operates one of the country's largest loyalty programs. Members have a wide variety of options for redeeming points, including instant redemption for Hbc gift cards or hundreds of items from the Hbc Rewards catalogue. Information about the program and available merchandise can be found on Hbc's Web site, www.hbc.com. ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can Swap miles and points between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 25 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points(TM), American Airlines AAdvantage(R) program, S&H greenpoints, Cendant TripRewards(R), Starbucks, Asia Miles(R), and Intercontinental Hotels Group's Priority

Exhibit 99.30 POINTS INTERNATIONAL LTD. HBC REWARDS LAUNCHES ON POINTS.COM New Agreement Offers Dozens of New Opportunities for Over 8.5 Million Hbc Reward Members TORONTO, (Date) - POINTS INTERNATIONAL LTD. (TSX: PTS), owner and operator of Points.com, the world's leading reward management portal, is pleased to announce an agreement with Hudson's Bay Company (Hbc) to provide Hbc Rewards members with the opportunity to swap Hbc Rewards with dozens of other reward and gift certificate programs on Points.com. "We are thrilled to have Canada's oldest corporation as a member of Points.com," said Rob MacLean, CEO of Points International Ltd. "This further enhances our relationship with Hbc and provides their Rewards members with numerous new redemption opportunities." In addition to joining Points.com, Hbc utilizes Points.com Business Solutions technology to facilitate the sale of loyalty program currencies to corporate customers. "This partnership will allow our 8.5 million members the chance to accumulate points faster and provide them with the broadest selection of goods and services available for redemption,' said Steve Allmen, General Manager, Hbc Rewards. "This partnership further strengthens the benefits of Hbc's rewards program for our customers." Hbc operates one of the country's largest loyalty programs. Members have a wide variety of options for redeeming points, including instant redemption for Hbc gift cards or hundreds of items from the Hbc Rewards catalogue. Information about the program and available merchandise can be found on Hbc's Web site, www.hbc.com. ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can Swap miles and points between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 25 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points(TM), American Airlines AAdvantage(R) program, S&H greenpoints, Cendant TripRewards(R), Starbucks, Asia Miles(R), and Intercontinental Hotels Group's Priority Club(R) Rewards.

Website: http://www.points.com / ABOUT THE HUDSON'S BAY COMPANY (HBC) Hudson's Bay Company, established in 1670, is Canada's largest department store retailer and oldest corporation. The Company provides Canadians with the widest selection of goods and services available through retail channels that include 550 stores led by the Bay, Zellers and Home Outfitters chains. Hudson's Bay Company is one of Canada's largest employers with 70,000 associates and has operations in every province in Canada. +++ Source: Points International Ltd (TSX Exchange: PTS) For investor relations: Steve Yuzpe, CFO, Points International, +1 416 596-6382, steve.yuzpe@points.com For partnerships and other inquiries: Christopher Barnard, President, Points International, +1 416 596-6381, christopher.barnard@points.com

Website: http://www.points.com / ABOUT THE HUDSON'S BAY COMPANY (HBC) Hudson's Bay Company, established in 1670, is Canada's largest department store retailer and oldest corporation. The Company provides Canadians with the widest selection of goods and services available through retail channels that include 550 stores led by the Bay, Zellers and Home Outfitters chains. Hudson's Bay Company is one of Canada's largest employers with 70,000 associates and has operations in every province in Canada. +++ Source: Points International Ltd (TSX Exchange: PTS) For investor relations: Steve Yuzpe, CFO, Points International, +1 416 596-6382, steve.yuzpe@points.com For partnerships and other inquiries: Christopher Barnard, President, Points International, +1 416 596-6381, christopher.barnard@points.com

Exhibit 99.31 POINTS INTERNATIONAL ENTERS LUCRATIVE CORPORATE INCENTIVE MARKET Wednesday June 15, 8:02 am ET COMPANY LAUNCHES BUSINESS INCENTIVE PROGRAM, IN CONJUNCTION WITH SIX LEADING NORTH AMERICAN AIRLINES, TO ENHANCE SALES OF CONSUMER PRODUCTS TORONTO, June 15 /CNW/-- Points International Ltd. (TSX: PTS), owner and operator of Points.com, the world's leading reward program management portal, announced today that effective July 1, it will launch a new business incentive program utilizing frequent flyer miles from six major North American Airlines. Leveraging both its relationships and technology expertise, Points.com has created a unique online application that provides corporations with the ability to enhance product sales through offering airline frequent flyer miles purchased from Points International. Participating launch partners are Alaska Airlines Mileage Plan, America West Airlines FlightFund, Delta Air Lines SkyMiles, Midwest Airlines Midwest Miles, Northwest Airlines WorldPerks, and US Airways Dividend Miles. Corporations, consumer product manufacturers, and service providers can purchase bulk mileage codes via http://www.airincentives.com for distribution to customers and employees to incent trial and purchase or as a performance and reward incentive. Consumer products companies, in particular, will be able to use the currency to provide incentives to purchase their products and services. Mileage codes are delivered in product packaging or by certificate when a product is purchased or a service delivered. Upon receipt of an incentive mileage code, consumers will be directed to a secure, online website to deposit the miles into their favorite frequent flyer program. Once miles are deposited into an individual frequent flyer account, all normal rules, regulations and travel privileges of the applicable frequent flyer program apply. "We believe our entrance into the incentive market will create a highly attractive new vertical market for Points International, and bring an attractive, reliable, convenient and cost-effective sales tool for any national marketer" said Christopher Barnard, Points International's President. "Over the past twenty years, airline miles have proven to be one of the most valued consumer incentives. This is not surprising given that there are more than 100 million North American frequent flyer program members and over 300 million individual accounts. Now for the first time, through our new multi- airline incentive product, national marketers will have an efficient and cost effective way to tap into this proven promotional vehicle. We look forward to working closely with our airline partners to rapidly grow the program."

Exhibit 99.31 POINTS INTERNATIONAL ENTERS LUCRATIVE CORPORATE INCENTIVE MARKET Wednesday June 15, 8:02 am ET COMPANY LAUNCHES BUSINESS INCENTIVE PROGRAM, IN CONJUNCTION WITH SIX LEADING NORTH AMERICAN AIRLINES, TO ENHANCE SALES OF CONSUMER PRODUCTS TORONTO, June 15 /CNW/-- Points International Ltd. (TSX: PTS), owner and operator of Points.com, the world's leading reward program management portal, announced today that effective July 1, it will launch a new business incentive program utilizing frequent flyer miles from six major North American Airlines. Leveraging both its relationships and technology expertise, Points.com has created a unique online application that provides corporations with the ability to enhance product sales through offering airline frequent flyer miles purchased from Points International. Participating launch partners are Alaska Airlines Mileage Plan, America West Airlines FlightFund, Delta Air Lines SkyMiles, Midwest Airlines Midwest Miles, Northwest Airlines WorldPerks, and US Airways Dividend Miles. Corporations, consumer product manufacturers, and service providers can purchase bulk mileage codes via http://www.airincentives.com for distribution to customers and employees to incent trial and purchase or as a performance and reward incentive. Consumer products companies, in particular, will be able to use the currency to provide incentives to purchase their products and services. Mileage codes are delivered in product packaging or by certificate when a product is purchased or a service delivered. Upon receipt of an incentive mileage code, consumers will be directed to a secure, online website to deposit the miles into their favorite frequent flyer program. Once miles are deposited into an individual frequent flyer account, all normal rules, regulations and travel privileges of the applicable frequent flyer program apply. "We believe our entrance into the incentive market will create a highly attractive new vertical market for Points International, and bring an attractive, reliable, convenient and cost-effective sales tool for any national marketer" said Christopher Barnard, Points International's President. "Over the past twenty years, airline miles have proven to be one of the most valued consumer incentives. This is not surprising given that there are more than 100 million North American frequent flyer program members and over 300 million individual accounts. Now for the first time, through our new multi- airline incentive product, national marketers will have an efficient and cost effective way to tap into this proven promotional vehicle. We look forward to working closely with our airline partners to rapidly grow the program." Airline miles are currently being used by thousands of corporations as an incentive, reward or loyalty motivator, driving increased sales for a wide variety of products and services, from large purchases, such as cars and homes, to small purchases like groceries, gas and parking. Points.com now provides one place to aggregate the purchase and distribution of airline miles with all six of the participating frequent flyer programs. Interested parties may contact +1-888-570-4247 or go to http://www.AirIncentives.com About Points International Ltd. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can swap miles and points between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Cendant TripRewards, Starbucks, Asia Miles(R), and Intercontinental Hotels Group's Priority Club (R) Rewards. Website: http://www.points.com

FOR FURTHER INFORMATION

FOR FURTHER INFORMATION Investor Relations, Steve Yuzpe, +1-416-596-6382, steve.yuzpe@points.com, or for Business Development Inquiries, Christopher Barnard, +1-416-596-6381, christopher.barnard@points.com, both of Points International Ltd. or Ed Lewis of CEOcast, +1-212-732-4300, elewis@ceocast.com, for Points International Ltd.

Exhibit 99.32 POINTS INTERNATIONAL TO HOLD INVESTOR CALL ON TUESDAY, MAY 17TH AT 4:30 PM EASTERN COMPANY EXECUTIVES TO DISCUSS LAUNCH OF ENHANCED WEB SITE AND RECENT FINANCIAL RESULTS TORONTO--(BUSINESS WIRE)--May 16, 2005-- Points International Ltd. (TSX: PTS; OTC: PTSEF; "Points International" or the "Company"), the owner and operator of Points.com, the world's leading reward program management portal, announced today that its executives will hold a conference call for investors on Tuesday, May 17th at 4:30 pm eastern time. On the call, Rob MacLean, Chief Executive Officer and Steve Yuzpe, Chief Financial Officer will discuss the recent launch of the Company's enhanced web site and recent financial results. Interested participants should call (800) 639-1958 when calling within the United States or (706) 634-0645 when calling from Canada or internationally. Please refer to pass code 6392100. There will be a playback available as well. To listen to the playback, please call (800) 642-1687 when calling within the United States or (706) 645-9291 when calling from Canada or internationally. Please use pass code 6392100 for the replay. The replay will be available until June 17th. About Points International Ltd. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can Swap miles and points between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Cendant Trip Rewards, Starbucks Asia Miles(R), and Intercontinental Hotels Group's Priority Club (R) Rewards. Website: http://www.points.com / Contact: Points International Ltd. Investor Relations Steve Yuzpe, +1-416-596- 6382 steve.yuzpe@points.com or Business Development Inquiries Christopher Barnard, +1-416-596-6381 christopher.barnard@points.com or CEOcast, Inc. for Points International Ed Lewis, +1-212-732-4300 elewis@ceocast.com,

Exhibit 99.32 POINTS INTERNATIONAL TO HOLD INVESTOR CALL ON TUESDAY, MAY 17TH AT 4:30 PM EASTERN COMPANY EXECUTIVES TO DISCUSS LAUNCH OF ENHANCED WEB SITE AND RECENT FINANCIAL RESULTS TORONTO--(BUSINESS WIRE)--May 16, 2005-- Points International Ltd. (TSX: PTS; OTC: PTSEF; "Points International" or the "Company"), the owner and operator of Points.com, the world's leading reward program management portal, announced today that its executives will hold a conference call for investors on Tuesday, May 17th at 4:30 pm eastern time. On the call, Rob MacLean, Chief Executive Officer and Steve Yuzpe, Chief Financial Officer will discuss the recent launch of the Company's enhanced web site and recent financial results. Interested participants should call (800) 639-1958 when calling within the United States or (706) 634-0645 when calling from Canada or internationally. Please refer to pass code 6392100. There will be a playback available as well. To listen to the playback, please call (800) 642-1687 when calling within the United States or (706) 645-9291 when calling from Canada or internationally. Please use pass code 6392100 for the replay. The replay will be available until June 17th. About Points International Ltd. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can Swap miles and points between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Cendant Trip Rewards, Starbucks Asia Miles(R), and Intercontinental Hotels Group's Priority Club (R) Rewards. Website: http://www.points.com / Contact: Points International Ltd. Investor Relations Steve Yuzpe, +1-416-596- 6382 steve.yuzpe@points.com or Business Development Inquiries Christopher Barnard, +1-416-596-6381 christopher.barnard@points.com or CEOcast, Inc. for Points International Ed Lewis, +1-212-732-4300 elewis@ceocast.com, PRESS RELEASE Source: Points International Ltd.

Exhibit 99.33 POINTS INTERNATIONAL LTD. REPORTS FIRST QUARTER RESULTS Thursday May 12, 4:30 pm ET

Exhibit 99.33 POINTS INTERNATIONAL LTD. REPORTS FIRST QUARTER RESULTS Thursday May 12, 4:30 pm ET FIRST QUARTER REVENUE RISES 59% YEAR-OVER-YEAR TORONTO, May 12 /CNW/ - Points International Ltd. (TSX: PTS; OTC: PTSEF; "Points International" or the "Company"), the owner and operator of Points.com, the world's leading reward program management portal, announced financial results for the first quarter ended March 31, 2005. The Company reported revenue of $2.58 million in the 2005 first quarter, an increase of 59% versus $1.62 million during the same period in 2004. Adjusted for the impact of the weakened US dollar, Points International's Q1 revenue growth would have included a further $166,624, resulting in 70% growth vs. the same period in 2004. Strong growth at both Points.com and Points.com Business Solutions contributed to the growth in revenue. The Company powered the online exchange, sale and transfer of 1.62 billion points and miles in the first quarter of 2005, up from 1.45 billion during the fourth quarter of 2004 and 0.78 billion during the same period last year. The Company recorded an operating loss (i.e. loss before interest, amortization and other items) of $1.43 million for the first quarter of 2005, versus $1.16 million in the fourth quarter of 2004 and $1.09 million in the same period last year. The increased loss was a result of higher employment and product development costs in connection with the Company's launch of its enhanced consumer Website which went live on April 10, 2005. The Company reported a net loss of $2.57 million, or ($0.04) per share versus a net loss of $2.50 million, or ($0.04) per share, in the 2004 fourth quarter. Non-cash charges, including accrued interest, the amortization of property, plant and equipment, intangible assets and deferred costs accounted for $1.14 million of the first quarter 2005 net loss versus $1.18 million in the first quarter of 2004. "The first Quarter saw several key objectives met," said Rob MacLean, Points International's CEO. "Our success in developing important relationships with the major players in the loyalty industry continued with the launch of a comprehensive relationship with Cendant Corporation's Trip Rewards program, an important addition to our list of Hotel partners. Also, having identified the financial services sector as an important area of opportunity for Points.com, we were particularly pleased to have established a relationship with American Express." In addition, much of the Company's focus in the first quarter was associated with the development of its enhanced website. "I was particularly pleased with the efforts of our team working on the enhanced consumer application" said MacLean, "To deploy such a significant project ahead of schedule was a great accomplishment and allows us to accelerate our plan for additional functionality on the site." The site will continue to undergo development throughout the summer with market testing, partner integration and implementation of the ATG Marketing Enterprise System that will become an important tool to assist consumers in using the comprehensive Join, Earn, Buy and Swap tools most effectively. The Company also was active in closing a private placement on April 5, 2005 that raised gross proceeds of $15.8 million. This investment made by institutional and other accredited investors, including IAC/InterActiveCorp, will be primarily used for marketing and technology development associated with the Company's feature-rich reward management portal. The Company further strengthened its balance sheet through the sale by CIBC Capital Partners of its $6 million convertible debenture to this same investor group. The debenture was amended upon the sale, improving the terms and conditions for Points International. "We saw a solid increase in revenue and activity versus the first quarter of 2004," added Mr. MacLean. "This increase was achieved with very limited marketing. We are quite excited about upcoming

initiatives to begin driving significant consumer traffic to the Website at the end of the third quarter of the year."

initiatives to begin driving significant consumer traffic to the Website at the end of the third quarter of the year." First quarter highlights include: - Growing revenue from both Points.com and Points.com Business Solutions operations. Revenue from Points.com increased by 183%, over the same period in 2004, while Points.com Business Solutions grew by 58%. - Strong recurring revenues. 96% of Points.com's revenues were recurring versus 97% in the same period in 2004. - Increase in number of partners on Points.com. Points.com increased its partners to 47 in the first quarter of 2005, versus 36 in the same period last year - Increase in Points.com Business Solutions partners and products. 21 partners are now offering Points.com Business Solutions products to their members, increased from 18 in the same period last year. There are now 55 product installations in the market, up from 45 in the same period last year, providing a strong and growing recurring revenue base for the Company. - Growth in Transaction activity. Cumulative miles and points transacted increased to 9.57 billion, up 20% from 7.94 billion in the fourth quarter in 2004 and 151% from 3.81 billion in the same period last year. - Increase in size and commissions per transaction. The average number of miles or points exchanged per transaction was 19,907, an increase of 17% versus the first quarter of 2004. - Increase in Website traffic. Approximately 0.39 million unique visitors accessed the Company's Points.com Website in the first quarter of 2005, compared to 0.23 million visitors during the same period last year. - Strong User Registration. The Company's database of Registered Users increased to approximately 655,000 at the end of the first quarter in 2005. The Company expects that the second quarter 2005 results will be released on or about August 15, 2005. About Points International Ltd. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can Swap miles and points between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Cendant Trip Rewards, Starbucks Asia Miles(R), and Intercontinental Hotels Group's Priority Club (R) Rewards. Website: http://www.points.com / POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS

AS AT ----ASSETS

March 31, 2005 -----------

December 31, 2004 ------------

AS AT ----ASSETS CURRENT Cash and cash equivalents (Note 7) Accounts receivable Prepaids and sundry assets

March 31, 2005 -----------

December 31, 2004 ------------

PROPERTY, PLANT AND EQUIPMENT GOODWILL AND INTANGIBLE ASSETS DEFERRED COSTS FUTURE INCOME TAXES RECOVERABLE

19,654,600 1,609,279 1,352,473 ----------22,616,352 3,118,364 8,152,308 2,097,804 590,000 ----------13,958,476 ----------$36,574,828 -----------

13,754,818 2,024,342 1,229,091 ----------17,008,251 2,056,282 8,282,453 2,242,868 590,000 ----------13,171,603 ----------$30,179,854 -----------

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
March 31, 2005 -----------December 31, 2004 ------------

AS AT ----LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of loan payable Current portion of acquisition loan payable Convertible Debenture (Note 8)

1,694,133 17,776,537 33,515 765,123 ------------20,269,308 ------------

1,894,599 13,153,623 29,860 777,443 8,920,373 -----------24,775,898 ------------

LOAN PAYABLE ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE (NOTE 8) CONVERTIBLE PREFERRED SHARES (NOTE 9)

55,614 -9,150,169 17,564,089 -----------26,769,872 -----------47,039,180 -----------23,659,566 2,610,992 567,949 (37,302,859) -----------(10,464,352) -----------$ 36,574,828 ------------

67,186 380,118 -13,892,478 -----------14,339,782 -----------39,115,680 -----------22,705,734 2,610,992 482,092 (34,734,644) -----------(8,935,826) -----------$ 30,179,854 ------------

SHAREHOLDERS' EQUITY CAPITAL STOCK WARRANTS CONTRIBUTED SURPLUS DEFICIT

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
March 31, 2005 March 31, 2004

FOR THE THREE MONTHS ENDED

LOAN PAYABLE ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE (NOTE 8) CONVERTIBLE PREFERRED SHARES (NOTE 9)

55,614 -9,150,169 17,564,089 -----------26,769,872 -----------47,039,180 -----------23,659,566 2,610,992 567,949 (37,302,859) -----------(10,464,352) -----------$ 36,574,828 ------------

67,186 380,118 -13,892,478 -----------14,339,782 -----------39,115,680 -----------22,705,734 2,610,992 482,092 (34,734,644) -----------(8,935,826) -----------$ 30,179,854 ------------

SHAREHOLDERS' EQUITY CAPITAL STOCK WARRANTS CONTRIBUTED SURPLUS DEFICIT

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
March 31, 2005 -----------$ 2,540,658 37,251 -----------2,577,909 March 31, 2004 -----------$ 1,532,513 85,052 -----------1,617,565

FOR THE THREE MONTHS ENDED -------------------------REVENUES Points operations Interest income

GENERAL AND ADMINISTRATION EXPENSES LOSS - Before interest, amortization and other items Interest on convertible debenture Interest on Series Two Preferred Share Interest and bank charges Amortization of property, plant and equipment, intangible assets and deferred costs

4,005,639 -----------(1,427,730) -----------229,796 217,000 4,791 688,898 -----------1,140,485 -----------(2,568,215) (34,734,644) (37,302,859) -----------($0.04) ------------

2,711,438 -----------(1,093,874) -----------207,024 217,000 261 443,917 -----------868,202 -----------(1,962,076) (25,926,361) (27,888,437) -----------($0.03) ------------

LOSS DEFICIT - Beginning of period DEFICIT - End of period LOSS PER SHARE (Note 2)

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
March 31, 2005 -----------($2,568,215) March 31, 2004 -----------($1,962,076)

FOR THE THREE MONTHS ENDED -------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net Loss Items not affecting cash

GENERAL AND ADMINISTRATION EXPENSES LOSS - Before interest, amortization and other items Interest on convertible debenture Interest on Series Two Preferred Share Interest and bank charges Amortization of property, plant and equipment, intangible assets and deferred costs

4,005,639 -----------(1,427,730) -----------229,796 217,000 4,791 688,898 -----------1,140,485 -----------(2,568,215) (34,734,644) (37,302,859) -----------($0.04) ------------

2,711,438 -----------(1,093,874) -----------207,024 217,000 261 443,917 -----------868,202 -----------(1,962,076) (25,926,361) (27,888,437) -----------($0.03) ------------

LOSS DEFICIT - Beginning of period DEFICIT - End of period LOSS PER SHARE (Note 2)

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
March 31, 2005 -----------($2,568,215) March 31, 2004 -----------($1,962,076)

FOR THE THREE MONTHS ENDED -------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net Loss Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs Amortization of intangible assets Deferred costs on convertible debenture Employee stock option expense (Note 5) Cancellation of warrants issued for

102,467 132,925 453,506 12,139 99,503

56,354 199,346 188,217 -60,482

services Interest on Series Two Preferred Shares Interest accrued on convertible debenture

-217,000 229,796 -----------(1,320,879) 4,714,130 -----------3,393,251 ------------

(1,167) 217,000 207,024 -----------(1,034,820) 5,159,380 -----------4,124,560 ------------

Changes in non-cash balances related to operations (Note 6 (a)) CASH FLOWS PROVIDED BY OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment, net of proceeds Purchase of intangible assets Payments for the acquisition of MilePoint, Inc. Costs related to the acquisition of MilePoint, Inc. CASH FLOWS USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Series Four Preferred Share (Note 9) Repayments on loan payable Deferred financing costs Issuance of capital stock, net of share issue costs

(1,164,548) (9,662) (400,000) (306,138) -----------(1,880,348) ------------

(211,664) (17,004) -(200,000) -----------(428,668) ------------

3,454,611 (7,917) -940,186 ------------

--70,018 202,485 ------------

services Interest on Series Two Preferred Shares Interest accrued on convertible debenture

-217,000 229,796 -----------(1,320,879) 4,714,130 -----------3,393,251 ------------

(1,167) 217,000 207,024 -----------(1,034,820) 5,159,380 -----------4,124,560 ------------

Changes in non-cash balances related to operations (Note 6 (a)) CASH FLOWS PROVIDED BY OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment, net of proceeds Purchase of intangible assets Payments for the acquisition of MilePoint, Inc. Costs related to the acquisition of MilePoint, Inc. CASH FLOWS USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Series Four Preferred Share (Note 9) Repayments on loan payable Deferred financing costs Issuance of capital stock, net of share issue costs CASH FLOWS PROVIDED BY FINANCING ACTIVITIES INCREASE (DECREASE) IN CASH CASH AND CASH EQUIVALENTS - Beginning of period CASH AND CASH EQUIVALENTS - End of period

(1,164,548) (9,662) (400,000) (306,138) -----------(1,880,348) ------------

(211,664) (17,004) -(200,000) -----------(428,668) ------------

3,454,611 (7,917) -940,186 -----------4,386,880 -----------5,899,782 13,754,818 -----------$ 19,654,600 ------------

--70,018 202,485 -----------272,503 -----------3,968,395 $ 20,274,836 -----------$ 24,243,231 ------------

POINTS INTERNATIONAL LTD. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 1. Accounting policies The company's interim financial statements have been prepared using accounting policies consistent with those used for the preparation of its annual financial statements. These interim financial statements should be read in conjunction with the company's 2004 audited consolidated financial statements. These financial statements contain all adjustments which management believes necessary for fair presentation of the financial position, results of operations and cash flows. a. Basis of presentation The consolidated financial statements include the accounts of the Company and from their respective dates of acquisition of control or formation of its wholly owned subsidiaries. All inter-company transactions and amounts have been eliminated on consolidation. 2. Loss per share a. Loss per share Loss per share is calculated on the basis of the weighted average number of common shares outstanding for the

POINTS INTERNATIONAL LTD. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 1. Accounting policies The company's interim financial statements have been prepared using accounting policies consistent with those used for the preparation of its annual financial statements. These interim financial statements should be read in conjunction with the company's 2004 audited consolidated financial statements. These financial statements contain all adjustments which management believes necessary for fair presentation of the financial position, results of operations and cash flows. a. Basis of presentation The consolidated financial statements include the accounts of the Company and from their respective dates of acquisition of control or formation of its wholly owned subsidiaries. All inter-company transactions and amounts have been eliminated on consolidation. 2. Loss per share a. Loss per share Loss per share is calculated on the basis of the weighted average number of common shares outstanding for the three months ended March 31, 2005 that amounted to 71,561,017 shares (March 31, 2004 - 63,394,531). b. Fully-diluted loss per share The fully-diluted loss per share has not been computed, as the effect would be anti-dilutive. 3. Segmented information Reportable segments: The company has only one operating segment whose operating results are regularly reviewed by the company's chief operating decision maker and for which complete and discrete financial information is available. The company's business is carried on in the industry of loyalty program asset management. The attached consolidated balance sheets as at March 31, 2005 and December 31, 2004 present the financial position of this segment. The continuing operations reflected on the attached consolidated statements of operations are those of this operating segment. Enterprise-wide disclosures: $2,389,066 (March 31, 2004 - $1,475,886) of the company's revenues were generated in the U.S. for the quarter, with the remaining revenues generated in Canada, Europe and Asia. A significant majority of the company's assets are located in Canada. 4. Major Customers For the quarter ended March 31, 2005, there are four customers that individually represent greater than ten percent of the Corporation's consolidated revenues. In aggregate, the four customers represent approximately 64% of the Corporation's consolidated revenues. Two customers individually represented greater than ten percent of consolidated revenues in the first quarter of 2004 (65% in aggregate) and two customers individually represented greater than ten percent of

consolidated revenues in the fourth quarter of 2004 (34% in aggregate). In addition, as at March 31, 2005, 63% (first quarter 2004 - 80% and fourth quarter 2004 - 59%) of the Corporation's deposits are due to these customers.

consolidated revenues in the fourth quarter of 2004 (34% in aggregate). In addition, as at March 31, 2005, 63% (first quarter 2004 - 80% and fourth quarter 2004 - 59%) of the Corporation's deposits are due to these customers. 5. Stock-based compensation The Corporation accounts for stock options granted in this stock option plan in accordance with the fair value based method of accounting for stock-based compensation. The compensation cost that has been charged against income for this plan is $99,503 for the three months ended March 31, 2005 ($60,482 for the three months ended March 31, 2004). During the quarter ended March 31, 2005, 200,000 options were issued to employees and 40,000 options previously granted were cancelled (no options were issued in the first quarter of 2004). 6. Statement of Cash Flows a. Changes in non-cash balances related to operations are as follows:
Three Months Ended Mar. 31 ----------------------2005 2004 ------------------$ 415,063 $ 117,270 $ (123,382) $ (300,445) $ -$ 74,509 $ (200,466) $ (225,791) $4,622,914 $5,493,837 ------------------$4,714,130 $5,159,380 ========== ==========

Decrease Decrease Increase Increase Increase

(Increase) in accounts receivable (Increase) in prepaid and sundry assets in liability related to the Acquisition of MilePoint, Inc. (Decrease) in accounts payable and accrued liabilities (Decrease) in deposits

b. Supplemental information Interest and taxes Interest of $4,631 was paid during the quarter ended March 31, 2005. Interest of $35,412 was received during the quarter ended March 31, 2005. No income taxes have been paid. Non-cash transactions Non-cash transactions for the quarter ended March 31, 2005 are as follows: (i) 475,600 shares of Points.com Inc. were acquired in exchange for 1,190,856 shares of the Corporation. (ii) $9,000 of revenue earned for hosting services provided was paid in loyalty currency. The currency was valued at the purchase price of the miles and the amount is included in prepaid and sundry assets. The expense will be recognized as the currency is used.

(iii) $39,786 of revenue earned for membership fees provided was paid in one-week accommodation certificates. The certificates are valued at their average cost and are included in prepaid and sundry assets. The expense will be recognized as the accommodation certificates are used. (iv) The Corporation received $43,539 of loyalty currency from a partner as reimbursement of a portion of the partner's direct expenses for the services provided by the Corporation. This amount is included in prepaid and sundry assets and will be expensed as the currency is used.

(iii) $39,786 of revenue earned for membership fees provided was paid in one-week accommodation certificates. The certificates are valued at their average cost and are included in prepaid and sundry assets. The expense will be recognized as the accommodation certificates are used. (iv) The Corporation received $43,539 of loyalty currency from a partner as reimbursement of a portion of the partner's direct expenses for the services provided by the Corporation. This amount is included in prepaid and sundry assets and will be expensed as the currency is used. (v) Interest of $7,562 was accrued on the acquisition of MilePoint, Inc. (vi) Interest of $229,796 was accrued on the convertible debenture. (vii) Interest of $217,000 was accrued on the Series Two Preferred Share. c. Cash and cash equivalents consist of:
March 31, 2005 ----------$16,124,713 46,073 3,483,814 ----------19,654,600 =========== December 31, 2004 -----------$10,086,111 544,945 3,123,762 ----------13,754,818 ===========

AS AT ----Cash Short-Term Investments Cash held by credit card processor Total

7. Private Placement On March 29, 2005, the Corporation entered into binding agreements to issue approximately 18.1 million common shares at $0.683 per share and one Series Four Preferred Share for approximately $3.5 million (collectively, the "Private Placement Transaction"). On the same date CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce, ("CIBC") agreed to sell to the purchasers in the Private Placement Transaction an amended version of the $6 million debenture issued by the Corporation to CIBC in 2001 (the "Debenture") and the Series One Preferred Share in the capital of the Corporation held by CIBC (the "Debenture Transaction"). The Private Placement Transaction and the Debenture Transaction closed on April 4, 2005. The Series Four Preferred Share has been included, and the Debenture reclassified to long-term liabilities, in the Corporation's unaudited consolidated balance sheet as at March 31, 2005. See Notes 8 and 9 for additional information. The Pro Forma effect of the Private Placement Transaction is an increase to share capital and cash of approximately $11 million. As a result the Corporation's working capital at March 31, 2005 on a Pro Forma basis would be increased to $13.3 million. UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEETS

AS AT ----ASSETS CURRENT Cash and cash equivalents Accounts receivable Prepaids and sundry assets

March 31, 2005 ---------------POST TRANSACTION ----------------

Transaction Adjustments -----------

March 31, 2005 -----------ACTUAL ------------

$ 30,654,600 1,609,279 1,352,473 -----------33,616,352 3,118,364 8,152,308

$11,000,000 ------------11,000,000 ---

$ 19,654,600 1,609,279 1,352,473 -----------22,616,352 3,118,364 8,152,308

PROPERTY, PLANT AND EQUIPMENT GOODWILL AND INTANGIBLE ASSETS

AS AT ----ASSETS CURRENT Cash and cash equivalents Accounts receivable Prepaids and sundry assets

March 31, 2005 ---------------POST TRANSACTION ----------------

Transaction Adjustments -----------

March 31, 2005 -----------ACTUAL ------------

$ 30,654,600 1,609,279 1,352,473 -----------33,616,352 3,118,364 8,152,308 2,097,804 590,000 -----------13,958,476 $ 47,574,828 ============

$11,000,000 ------------11,000,000 ---------------$11,000,000 ===========

$ 19,654,600 1,609,279 1,352,473 -----------22,616,352 3,118,364 8,152,308 2,097,804 590,000 -----------13,958,476 $ 36,574,828 ============

PROPERTY, PLANT AND EQUIPMENT GOODWILL AND INTANGIBLE ASSETS DEFERRED COSTS FUTURE INCOME TAXES RECOVERABLE

LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of loan payable Current portion of acquisition loan payable

1,694,133 17,776,537 33,515 765,123 -----------20,269,308 55,614 -9,150,169 17,564,089 -----------47,039,180 -----------34,472,862 567,949 2,797,696 (37,302,859) -----------535,648 -----------$ 47,574,828 ------------

$

----

1,694,133 17,776,537 33,515 765,123 -----------20,269,308 55,614 -9,150,169 17,564,089 -----------47,039,180 -----------23,659,566 567,949 2,610,992 (37,302,859) -----------(10,464,352) -----------$ 36,574,828 ------------

-------------------------------------10,813,296 186,704 -----------11,000,000 ----------$11,000,000 -----------

LOAN PAYABLE ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK(1) CONTRIBUTED SURPLUS WARRANTS DEFICIT

Note: 1 - Capital stock is net of share issue costs of CAD $1.3M. 8. Sale of the Convertible Debenture On March 29, 2005 the Corporation and the purchasers in the Private Placement Transaction had entered into a binding agreement to purchase the Debenture (in its amended and restated form) from CIBC. As a result, the Debenture was reclassified to long-term liabilities in the Corporation's unaudited consolidated balance sheet as at March 31, 2005. In connection with this transaction, the Debenture was amended to, among other things, (i) reduce the interest rate from 11% to 8%, (ii) eliminate all negative covenants, (iii) eliminate certain positive covenants, (iv) remove certain events of default and (v) release all security over the assets of Points and its subsidiaries. Under the terms of the Debenture, (i) the Debenture is repayable (without accrued interest, the repayment of

Note: 1 - Capital stock is net of share issue costs of CAD $1.3M. 8. Sale of the Convertible Debenture On March 29, 2005 the Corporation and the purchasers in the Private Placement Transaction had entered into a binding agreement to purchase the Debenture (in its amended and restated form) from CIBC. As a result, the Debenture was reclassified to long-term liabilities in the Corporation's unaudited consolidated balance sheet as at March 31, 2005. In connection with this transaction, the Debenture was amended to, among other things, (i) reduce the interest rate from 11% to 8%, (ii) eliminate all negative covenants, (iii) eliminate certain positive covenants, (iv) remove certain events of default and (v) release all security over the assets of Points and its subsidiaries. Under the terms of the Debenture, (i) the Debenture is repayable (without accrued interest, the repayment of which is waived) by the Corporation within 30 days of a change of control of the Corporation resulting from the exercise of certain warrants issued by the Corporation on April 11, 2003 to Points Investments, Inc, an affiliate of InterActiveCorp and (ii) the principal amount of the Debenture will automatically convert into Common Shares immediately preceding certain liquidity events and, unless previously repaid, will automatically convert in 18,908,070 common shares in April 2006. Except in connection with the exercise of the Warrants, Points is not entitled to pre-pay the Debenture. 9. Issuance of Series Four Preferred Share In the 2005 investment, Points issued one Series Four Preferred Share for aggregate cash consideration of $3,454,611. On March 29, 2005 the Corporation and IAC entered into a binding agreement to issue the Series Four Preferred Share and the cash was received by the Corporation prior to quarter end. As a result, the cash and the preferred share are included in the Corporation's unaudited consolidated balance sheet as at March 31, 2005. The Series Four Preferred Share is convertible, for no additional consideration, into 4,504,069 Common Shares. The Series Four Preferred Share contains anti-dilution protection provisions identical to the Series Two Preferred Share (see the Corporation's 2004 audited consolidated financial statements for information with respect to the terms of the Series Two Preferred Share).

http://www.newswire.ca/en/releases/orgDisplay.cgi?okey=48358 FOR FURTHER INFORMATION Steve Yuzpe, Investor Relations, Chief Financial Officer, (416) 596-6382, steve.yuzpe@points.com or Business Development Inquiries, Christopher Barnard, President, (416) 596-6381, christopher.barnard@points.com, both of Points International Ltd. or Ed Lewis of CEOcast, Inc., (212) 732-4300, elewis@ceocast.com, for Points International Source: Points International Ltd.

POINTS INTERNATIONAL LTD. REPORTS FIRST QUARTER RESULTS FIRST QUARTER REVENUE RISES 59% YEAR-OVER-YEAR TORONTO, May 12th, 2005 - POINTS INTERNATIONAL LTD. (TSX: PTS; OTC: PTSEF) ("Points International" or the "Company"), the owner and operator of Points.com, the world's leading reward program management portal, announced financial results for the first quarter ended March 31, 2005.

http://www.newswire.ca/en/releases/orgDisplay.cgi?okey=48358 FOR FURTHER INFORMATION Steve Yuzpe, Investor Relations, Chief Financial Officer, (416) 596-6382, steve.yuzpe@points.com or Business Development Inquiries, Christopher Barnard, President, (416) 596-6381, christopher.barnard@points.com, both of Points International Ltd. or Ed Lewis of CEOcast, Inc., (212) 732-4300, elewis@ceocast.com, for Points International Source: Points International Ltd.

POINTS INTERNATIONAL LTD. REPORTS FIRST QUARTER RESULTS FIRST QUARTER REVENUE RISES 59% YEAR-OVER-YEAR TORONTO, May 12th, 2005 - POINTS INTERNATIONAL LTD. (TSX: PTS; OTC: PTSEF) ("Points International" or the "Company"), the owner and operator of Points.com, the world's leading reward program management portal, announced financial results for the first quarter ended March 31, 2005. The Company reported revenue of $2.58 million in the 2005 first quarter, an increase of 59% versus $1.62 million during the same period in 2004. Adjusted for the impact of the weakened US dollar, Points International's Q1 revenue growth would have included a further $166,624, resulting in 70% growth vs. the same period in 2004. Strong growth at both Points.com and Points.com Business Solutions contributed to the growth in revenue. The Company powered the online exchange, sale and transfer of 1.62 billion points and miles in the first quarter of 2005, up from 1.45 billion during the fourth quarter of 2004 and 0.78 billion during the same period last year. The Company recorded an operating loss (i.e. loss before interest, amortization and other items) of $1.43 million for the first quarter of 2005, versus $1.16 million in the fourth quarter of 2004 and $1.09 million in the same period last year. The increased loss was a result of higher employment and product development costs in connection with the Company's launch of its enhanced consumer Website which went live on April 10, 2005. The Company reported a net loss of $2.57 million, or ($0.04) per share versus a net loss of $2.50 million, or ($0.04) per share, in the 2004 fourth quarter. Non-cash charges, including accrued interest, the amortization of property, plant and equipment, intangible assets and deferred costs accounted for $1.14 million of the first quarter 2005 net loss versus $1.18 million in the first quarter of 2004. "The first Quarter saw several key objectives met," said Rob MacLean, Points International's CEO. "Our success in developing important relationships with the major players in the loyalty industry continued with the launch of a comprehensive relationship with Cendant Corporation's Trip Rewards program, an important addition to our list of Hotel partners. Also, having identified the financial services sector as an important area of opportunity for Points.com, we were particularly pleased to have established a relationship with American Express." Page 1 of 15

In addition, much of the Company's focus in the first quarter was associated with the development of its enhanced website. "I was particularly pleased with the efforts of our team working on the enhanced consumer application" said MacLean, "To deploy such a significant project ahead of schedule was a great accomplishment and allows us to accelerate our plan for additional functionality on the site." The site will continue to undergo development throughout the summer with market testing, partner integration and implementation of the ATG Marketing Enterprise System that will become an important tool to assist consumers in using the comprehensive Join, Earn, Buy and Swap tools most effectively. The Company also was active in closing a private placement on April 5, 2005 that raised gross proceeds of $15.8 million. This investment made by institutional and other accredited investors, including IAC/InterActiveCorp, will be primarily used for marketing and technology development associated with the

POINTS INTERNATIONAL LTD. REPORTS FIRST QUARTER RESULTS FIRST QUARTER REVENUE RISES 59% YEAR-OVER-YEAR TORONTO, May 12th, 2005 - POINTS INTERNATIONAL LTD. (TSX: PTS; OTC: PTSEF) ("Points International" or the "Company"), the owner and operator of Points.com, the world's leading reward program management portal, announced financial results for the first quarter ended March 31, 2005. The Company reported revenue of $2.58 million in the 2005 first quarter, an increase of 59% versus $1.62 million during the same period in 2004. Adjusted for the impact of the weakened US dollar, Points International's Q1 revenue growth would have included a further $166,624, resulting in 70% growth vs. the same period in 2004. Strong growth at both Points.com and Points.com Business Solutions contributed to the growth in revenue. The Company powered the online exchange, sale and transfer of 1.62 billion points and miles in the first quarter of 2005, up from 1.45 billion during the fourth quarter of 2004 and 0.78 billion during the same period last year. The Company recorded an operating loss (i.e. loss before interest, amortization and other items) of $1.43 million for the first quarter of 2005, versus $1.16 million in the fourth quarter of 2004 and $1.09 million in the same period last year. The increased loss was a result of higher employment and product development costs in connection with the Company's launch of its enhanced consumer Website which went live on April 10, 2005. The Company reported a net loss of $2.57 million, or ($0.04) per share versus a net loss of $2.50 million, or ($0.04) per share, in the 2004 fourth quarter. Non-cash charges, including accrued interest, the amortization of property, plant and equipment, intangible assets and deferred costs accounted for $1.14 million of the first quarter 2005 net loss versus $1.18 million in the first quarter of 2004. "The first Quarter saw several key objectives met," said Rob MacLean, Points International's CEO. "Our success in developing important relationships with the major players in the loyalty industry continued with the launch of a comprehensive relationship with Cendant Corporation's Trip Rewards program, an important addition to our list of Hotel partners. Also, having identified the financial services sector as an important area of opportunity for Points.com, we were particularly pleased to have established a relationship with American Express." Page 1 of 15

In addition, much of the Company's focus in the first quarter was associated with the development of its enhanced website. "I was particularly pleased with the efforts of our team working on the enhanced consumer application" said MacLean, "To deploy such a significant project ahead of schedule was a great accomplishment and allows us to accelerate our plan for additional functionality on the site." The site will continue to undergo development throughout the summer with market testing, partner integration and implementation of the ATG Marketing Enterprise System that will become an important tool to assist consumers in using the comprehensive Join, Earn, Buy and Swap tools most effectively. The Company also was active in closing a private placement on April 5, 2005 that raised gross proceeds of $15.8 million. This investment made by institutional and other accredited investors, including IAC/InterActiveCorp, will be primarily used for marketing and technology development associated with the Company's feature - rich reward management portal. The Company further strengthened its balance sheet through the sale by CIBC Capital Partners of its $6 million convertible debenture to this same investor group. The debenture was amended upon the sale, improving the terms and conditions for Points International. "We saw a solid increase in revenue and activity versus the first quarter of 2004," added Mr. MacLean. "This increase was achieved with very limited marketing. We are quite excited about upcoming initiatives to begin driving significant consumer traffic to the Website at the end of the third quarter of the year." Page 2 of 15

In addition, much of the Company's focus in the first quarter was associated with the development of its enhanced website. "I was particularly pleased with the efforts of our team working on the enhanced consumer application" said MacLean, "To deploy such a significant project ahead of schedule was a great accomplishment and allows us to accelerate our plan for additional functionality on the site." The site will continue to undergo development throughout the summer with market testing, partner integration and implementation of the ATG Marketing Enterprise System that will become an important tool to assist consumers in using the comprehensive Join, Earn, Buy and Swap tools most effectively. The Company also was active in closing a private placement on April 5, 2005 that raised gross proceeds of $15.8 million. This investment made by institutional and other accredited investors, including IAC/InterActiveCorp, will be primarily used for marketing and technology development associated with the Company's feature - rich reward management portal. The Company further strengthened its balance sheet through the sale by CIBC Capital Partners of its $6 million convertible debenture to this same investor group. The debenture was amended upon the sale, improving the terms and conditions for Points International. "We saw a solid increase in revenue and activity versus the first quarter of 2004," added Mr. MacLean. "This increase was achieved with very limited marketing. We are quite excited about upcoming initiatives to begin driving significant consumer traffic to the Website at the end of the third quarter of the year." Page 2 of 15

First quarter highlights include: - Growing revenue from both Points.com and Points.com Business Solutions operations. Revenue from Points.com increased by 183%, over the same period in 2004, while Points.com Business Solutions grew by 58%. - Strong recurring revenues. 96% of Points.com's revenues were recurring versus 97% in the same period in 2004. - Increase in number of partners on Points.com. Points.com increased its partners to 47 in the first quarter of 2005, versus 36 in the same period last year - Increase in Points.com Business Solutions partners and products. 21 partners are now offering Points.com Business Solutions products to their members, increased from 18 in the same period last year. There are now 55 product installations in the market, up from 45 in the same period last year, providing a strong and growing recurring revenue base for the Company. - Growth in Transaction activity. Cumulative miles and points transacted increased to 9.57 billion, up 20% from 7.94 billion in the fourth quarter in 2004 and 151% from 3.81 billion in the same period last year. - Increase in size and commissions per transaction. The average number of miles or points exchanged per transaction was 19,907, an increase of 17% versus the first quarter of 2004. - Increase in Website traffic. Approximately 0.39 million unique visitors accessed the Company's Points.com Website in the first quarter of 2005, compared to 0.23 million visitors during the same period last year. - Strong User Registration. The Company's database of Registered Users increased to approximately 655,000 at the end of the first quarter in 2005. The Company expects that the second quarter 2005 results will be released on or about August 15, 2005. Page 3 of 15

First quarter highlights include: - Growing revenue from both Points.com and Points.com Business Solutions operations. Revenue from Points.com increased by 183%, over the same period in 2004, while Points.com Business Solutions grew by 58%. - Strong recurring revenues. 96% of Points.com's revenues were recurring versus 97% in the same period in 2004. - Increase in number of partners on Points.com. Points.com increased its partners to 47 in the first quarter of 2005, versus 36 in the same period last year - Increase in Points.com Business Solutions partners and products. 21 partners are now offering Points.com Business Solutions products to their members, increased from 18 in the same period last year. There are now 55 product installations in the market, up from 45 in the same period last year, providing a strong and growing recurring revenue base for the Company. - Growth in Transaction activity. Cumulative miles and points transacted increased to 9.57 billion, up 20% from 7.94 billion in the fourth quarter in 2004 and 151% from 3.81 billion in the same period last year. - Increase in size and commissions per transaction. The average number of miles or points exchanged per transaction was 19,907, an increase of 17% versus the first quarter of 2004. - Increase in Website traffic. Approximately 0.39 million unique visitors accessed the Company's Points.com Website in the first quarter of 2005, compared to 0.23 million visitors during the same period last year. - Strong User Registration. The Company's database of Registered Users increased to approximately 655,000 at the end of the first quarter in 2005. The Company expects that the second quarter 2005 results will be released on or about August 15, 2005. Page 3 of 15

ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can Swap miles and points between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Cendant Trip Rewards, Starbucks Asia Miles(R), and Intercontinental Hotels Group's Priority Club (R) Rewards. Website: http://www.points.com/ FOR FURTHER INFORMATION Steve Yuzpe, Investor Relations, Chief Financial Officer, 416-596-6382, steve.yuzpe@points.com, or Business Development Inquiries, Christopher Barnard, President, 416-596-6381, christopher.barnard@points.com, both of Points International Ltd. or Ed Lewis of CEOcast, Inc., +1-212-732-4300, elewis@ceocast.com, for Points International Page 4 of 15

POINTS INTERNATIONAL LTD.

ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can Swap miles and points between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Cendant Trip Rewards, Starbucks Asia Miles(R), and Intercontinental Hotels Group's Priority Club (R) Rewards. Website: http://www.points.com/ FOR FURTHER INFORMATION Steve Yuzpe, Investor Relations, Chief Financial Officer, 416-596-6382, steve.yuzpe@points.com, or Business Development Inquiries, Christopher Barnard, President, 416-596-6381, christopher.barnard@points.com, both of Points International Ltd. or Ed Lewis of CEOcast, Inc., +1-212-732-4300, elewis@ceocast.com, for Points International Page 4 of 15

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 Page 5 of 15

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2005 ----------ASSETS CURRENT Cash and cash equivalents (Note 7) Accounts receivable Prepaids and sundry assets 19,654,600 1,609,279 1,352,473 ----------22,616,352 3,118,364 8,152,308 2,097,804 590,000 ----------13,958,476 ----------$36,574,828 =========== 13,754,818 2,024,342 1,229,091 ----------17,008,251 2,056,282 8,282,453 2,242,868 590,000 ----------13,171,603 ----------$30,179,854 =========== DECEMBER 31, 2004 ------------

AS AT -----

PROPERTY, PLANT AND EQUIPMENT GOODWILL AND INTANGIBLE ASSETS DEFERRED COSTS FUTURE INCOME TAXES RECOVERABLE

Page 6 of 15

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 Page 5 of 15

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2005 ----------ASSETS CURRENT Cash and cash equivalents (Note 7) Accounts receivable Prepaids and sundry assets 19,654,600 1,609,279 1,352,473 ----------22,616,352 3,118,364 8,152,308 2,097,804 590,000 ----------13,958,476 ----------$36,574,828 =========== 13,754,818 2,024,342 1,229,091 ----------17,008,251 2,056,282 8,282,453 2,242,868 590,000 ----------13,171,603 ----------$30,179,854 =========== DECEMBER 31, 2004 ------------

AS AT -----

PROPERTY, PLANT AND EQUIPMENT GOODWILL AND INTANGIBLE ASSETS DEFERRED COSTS FUTURE INCOME TAXES RECOVERABLE

Page 6 of 15

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2005 -----------LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of loan payable Current portion of acquisition loan payable Convertible Debenture (Note 8) DECEMBER 31, 2004 ------------

AS AT -----

1,694,133 17,776,537 33,515 765,123 ------------20,269,308 -----------55,614 -9,150,169 17,564,089 -----------26,769,872 -----------47,039,180

1,894,599 13,153,623 29,860 777,443 8,920,373 -----------24,775,898 -----------67,186 380,118 -13,892,478 -----------14,339,782 -----------39,115,680

LOAN PAYABLE ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE (NOTE 8) CONVERTIBLE PREFERRED SHARES (NOTE 9)

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2005 ----------ASSETS CURRENT Cash and cash equivalents (Note 7) Accounts receivable Prepaids and sundry assets 19,654,600 1,609,279 1,352,473 ----------22,616,352 3,118,364 8,152,308 2,097,804 590,000 ----------13,958,476 ----------$36,574,828 =========== 13,754,818 2,024,342 1,229,091 ----------17,008,251 2,056,282 8,282,453 2,242,868 590,000 ----------13,171,603 ----------$30,179,854 =========== DECEMBER 31, 2004 ------------

AS AT -----

PROPERTY, PLANT AND EQUIPMENT GOODWILL AND INTANGIBLE ASSETS DEFERRED COSTS FUTURE INCOME TAXES RECOVERABLE

Page 6 of 15

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2005 -----------LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of loan payable Current portion of acquisition loan payable Convertible Debenture (Note 8) DECEMBER 31, 2004 ------------

AS AT -----

1,694,133 17,776,537 33,515 765,123 ------------20,269,308 -----------55,614 -9,150,169 17,564,089 -----------26,769,872 -----------47,039,180 ------------

1,894,599 13,153,623 29,860 777,443 8,920,373 -----------24,775,898 -----------67,186 380,118 -13,892,478 -----------14,339,782 -----------39,115,680 ------------

LOAN PAYABLE ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE (NOTE 8) CONVERTIBLE PREFERRED SHARES (NOTE 9)

SHAREHOLDERS' EQUITY CAPITAL STOCK WARRANTS CONTRIBUTED SURPLUS DEFICIT 23,659,566 2,610,992 567,949 (37,302,859) -----------(10,464,352) -----------$ 36,574,828 22,705,734 2,610,992 482,092 (34,734,644) -----------(8,935,826) -----------$ 30,179,854

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2005 -----------LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of loan payable Current portion of acquisition loan payable Convertible Debenture (Note 8) DECEMBER 31, 2004 ------------

AS AT -----

1,694,133 17,776,537 33,515 765,123 ------------20,269,308 -----------55,614 -9,150,169 17,564,089 -----------26,769,872 -----------47,039,180 ------------

1,894,599 13,153,623 29,860 777,443 8,920,373 -----------24,775,898 -----------67,186 380,118 -13,892,478 -----------14,339,782 -----------39,115,680 ------------

LOAN PAYABLE ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE (NOTE 8) CONVERTIBLE PREFERRED SHARES (NOTE 9)

SHAREHOLDERS' EQUITY CAPITAL STOCK WARRANTS CONTRIBUTED SURPLUS DEFICIT 23,659,566 2,610,992 567,949 (37,302,859) -----------(10,464,352) -----------$ 36,574,828 ============ 22,705,734 2,610,992 482,092 (34,734,644) -----------(8,935,826) -----------$ 30,179,854 ============

Page 7 of 15

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
MARCH 31, 2005 -----------$ 2,540,658 37,251 -----------2,577,909 4,005,639 -----------(1,427,730) -----------229,796 217,000 4,791 688,898 -----------MARCH 31, 2004 -----------$ 1,532,513 85,052 -----------1,617,565 2,711,438 -----------(1,093,874) -----------207,024 217,000 261 443,917 ------------

FOR THE THREE MONTHS ENDED -------------------------REVENUES Points operations Interest income

GENERAL AND ADMINISTRATION EXPENSES LOSS - Before interest, amortization and other items Interest on convertible debenture Interest on Series Two Preferred Share Interest and bank charges Amortization of property, plant and equipment, intangible assets and deferred costs

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
MARCH 31, 2005 -----------$ 2,540,658 37,251 -----------2,577,909 4,005,639 -----------(1,427,730) -----------229,796 217,000 4,791 688,898 -----------1,140,485 -----------(2,568,215) (34,734,644) (37,302,859) ============ ($0.04) ============ MARCH 31, 2004 -----------$ 1,532,513 85,052 -----------1,617,565 2,711,438 -----------(1,093,874) -----------207,024 217,000 261 443,917 -----------868,202 -----------(1,962,076) (25,926,361) (27,888,437) ============ ($0.03) ============

FOR THE THREE MONTHS ENDED -------------------------REVENUES Points operations Interest income

GENERAL AND ADMINISTRATION EXPENSES LOSS - Before interest, amortization and other items Interest on convertible debenture Interest on Series Two Preferred Share Interest and bank charges Amortization of property, plant and equipment, intangible assets and deferred costs

LOSS DEFICIT - Beginning of period DEFICIT - End of period LOSS PER SHARE (Note 2)

Page 8 of 15

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
MARCH 31, 2005 -----------($2,568,215) 102,467 132,925 453,506 12,139 99,503 -217,000 229,796 -----------(1,320,879) 4,714,130 -----------3,393,251 -----------MARCH 31, 2004 -----------($1,962,076) 56,354 199,346 188,217 -60,482 (1,167) 217,000 207,024 -----------(1,034,820) 5,159,380 -----------4,124,560 ------------

FOR THE THREE MONTHS ENDED -------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net Loss Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs Amortization of intangible assets Deferred costs on convertible debenture Employee stock option expense (Note 5) Cancellation of warrants issued for services Interest on Series Two Preferred Shares Interest accrued on convertible debenture

Changes in non-cash balances related to operations (Note 6 (a)) CASH FLOWS PROVIDED BY OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment, net of proceeds Purchase of intangible assets Payments for the acquisition of MilePoint, Inc. Costs related to the acquisition of MilePoint, Inc.

(1,164,548) (9,662) (400,000) (306,138)

(211,664) (17,004) -(200,000)

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
MARCH 31, 2005 -----------($2,568,215) 102,467 132,925 453,506 12,139 99,503 -217,000 229,796 -----------(1,320,879) 4,714,130 -----------3,393,251 -----------MARCH 31, 2004 -----------($1,962,076) 56,354 199,346 188,217 -60,482 (1,167) 217,000 207,024 -----------(1,034,820) 5,159,380 -----------4,124,560 ------------

FOR THE THREE MONTHS ENDED -------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net Loss Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs Amortization of intangible assets Deferred costs on convertible debenture Employee stock option expense (Note 5) Cancellation of warrants issued for services Interest on Series Two Preferred Shares Interest accrued on convertible debenture

Changes in non-cash balances related to operations (Note 6 (a)) CASH FLOWS PROVIDED BY OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment, net of proceeds Purchase of intangible assets Payments for the acquisition of MilePoint, Inc. Costs related to the acquisition of MilePoint, Inc. CASH FLOWS USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Series Four Preferred Share (Note 9) Repayments on loan payable Deferred financing costs Issuance of capital stock, net of share issue costs CASH FLOWS PROVIDED BY FINANCING ACTIVITIES INCREASE (DECREASE) IN CASH CASH AND CASH EQUIVALENTS - Beginning of period CASH AND CASH EQUIVALENTS - End of period

(1,164,548) (9,662) (400,000) (306,138) -----------(1,880,348) -----------3,454,611 (7,917) -940,186 -----------4,386,880 -----------5,899,782 13,754,818 ============ $ 19,654,600 ============

(211,664) (17,004) -(200,000) -----------(428,668) -------------70,018 202,485 -----------272,503 -----------3,968,395 $ 20,274,836 ============ $ 24,243,231 ============

POINTS INTERNATIONAL LTD. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 1. Accounting policies The company's interim financial statements have been prepared using accounting policies consistent with those used for the preparation of its annual financial statements. These interim financial statements should be read in conjunction with the company's 2004 audited consolidated financial statements. These financial statements contain all adjustments which management believes necessary for fair presentation of the financial position, results of operations and cash flows. a. Basis of presentation

POINTS INTERNATIONAL LTD. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 1. Accounting policies The company's interim financial statements have been prepared using accounting policies consistent with those used for the preparation of its annual financial statements. These interim financial statements should be read in conjunction with the company's 2004 audited consolidated financial statements. These financial statements contain all adjustments which management believes necessary for fair presentation of the financial position, results of operations and cash flows. a. Basis of presentation The consolidated financial statements include the accounts of the Company and from their respective dates of acquisition of control or formation of its wholly owned subsidiaries. All inter-company transactions and amounts have been eliminated on consolidation. 2. Loss per share a) Loss per share Loss per share is calculated on the basis of the weighted average number of common shares outstanding for the three months ended March 31, 2005 that amounted to 71,561,017 shares (March 31, 2004 - 63,394,531). b) Fully-diluted loss per share The fully-diluted loss per share has not been computed, as the effect would be anti-dilutive. 3. Segmented information Reportable segments: The company has only one operating segment whose operating results are regularly reviewed by the company's chief operating decision maker and for which complete and discrete financial information is available. The company's business is carried on in the industry of loyalty program asset management. The attached consolidated balance sheets as at March 31, 2005 and December 31, 2004 present the financial position of this segment. The continuing operations reflected on the attached consolidated statements of operations are those of this operating segment. Enterprise-wide disclosures: $2,389,066 (March 31, 2004 - $1,475,886) of the company's revenues were generated in the U.S. for the quarter, with the remaining revenues

generated in Canada, Europe and Asia. A significant majority of the company's assets are located in Canada. 4. Major Customers For the quarter ended March 31, 2005, there are four customers that individually represent greater than ten percent of the Corporation's consolidated revenues. In aggregate, the four customers represent approximately 64% of the Corporation's consolidated revenues. Two customers individually represented greater than ten percent of consolidated revenues in the first quarter of 2004 (65% in aggregate) and two customers individually represented greater than ten percent of consolidated revenues in the fourth quarter of 2004 (34% in aggregate). In addition, as at March 31, 2005, 63% (first quarter 2004 - 80% and fourth quarter 2004 - 59%) of the Corporation's deposits are due to these customers. 5. Stock-based compensation

generated in Canada, Europe and Asia. A significant majority of the company's assets are located in Canada. 4. Major Customers For the quarter ended March 31, 2005, there are four customers that individually represent greater than ten percent of the Corporation's consolidated revenues. In aggregate, the four customers represent approximately 64% of the Corporation's consolidated revenues. Two customers individually represented greater than ten percent of consolidated revenues in the first quarter of 2004 (65% in aggregate) and two customers individually represented greater than ten percent of consolidated revenues in the fourth quarter of 2004 (34% in aggregate). In addition, as at March 31, 2005, 63% (first quarter 2004 - 80% and fourth quarter 2004 - 59%) of the Corporation's deposits are due to these customers. 5. Stock-based compensation The Corporation accounts for stock options granted in this stock option plan in accordance with the fair value based method of accounting for stock-based compensation. The compensation cost that has been charged against income for this plan is $99,503 for the three months ended March 31, 2005 ($60,482 for the three months ended March 31, 2004). During the quarter ended March 31, 2005, 200,000 options were issued to employees and 40,000 options previously granted were cancelled (no options were issued in the first quarter of 2004). 6. Statement of Cash Flows a. Changes in non-cash balances related to operations are as follows:
THREE MONTHS ENDED MAR, 31 ----------------------2005 2004 ------------------$ 415,063 $ 117,270 $ (123,382) $ (300,445) $ -$ 74,509

Decrease (Increase) in accounts receivable Decrease (Increase) in prepaid and sundry assets Increase in liability related to the Acquisition of MilePoint, Inc. Increase (Decrease) in accounts payable and accrued liabilities Increase (Decrease) in deposits

$ (200,466) $4,622,914 ---------$4,714,130 ==========

$ (225,791) $5,493,837 ---------$5,159,380 ==========

b. Supplemental information Interest and taxes Interest of $4,631 was paid during the quarter ended March 31, 2005. Interest of $35,412 was received during the quarter ended March 31, 2005. No income taxes have been paid. Non-cash transactions Non-cash transactions for the quarter ended March 31, 2005 are as follows: (i) 475,600 shares of Points.com Inc. were acquired in exchange for 1,190,856 shares of the Corporation. (ii) $9,000 of revenue earned for hosting services provided was paid in loyalty currency. The currency was valued at the purchase price of the miles and the amount is included in prepaid and sundry assets. The expense will be recognized as the currency is used.

b. Supplemental information Interest and taxes Interest of $4,631 was paid during the quarter ended March 31, 2005. Interest of $35,412 was received during the quarter ended March 31, 2005. No income taxes have been paid. Non-cash transactions Non-cash transactions for the quarter ended March 31, 2005 are as follows: (i) 475,600 shares of Points.com Inc. were acquired in exchange for 1,190,856 shares of the Corporation. (ii) $9,000 of revenue earned for hosting services provided was paid in loyalty currency. The currency was valued at the purchase price of the miles and the amount is included in prepaid and sundry assets. The expense will be recognized as the currency is used. (iii) $39,786 of revenue earned for membership fees provided was paid in one-week accommodation certificates. The certificates are valued at their average cost and are included in prepaid and sundry assets. The expense will be recognized as the accommodation certificates are used. (iv) The Corporation received $43,539 of loyalty currency from a partner as reimbursement of a portion of the partner's direct expenses for the services provided by the Corporation. This amount is included in prepaid and sundry assets and will be expensed as the currency is used. (v) Interest of $7,562 was accrued on the acquisition of MilePoint, Inc. (vi) Interest of $229,796 was accrued on the convertible debenture. (vii) Interest of $217,000 was accrued on the Series Two Preferred Share. c. Cash and cash equivalents consist of:
March 31, 2005 ----------$16,124,713 46,073 3,483,814 ----------19,654,600 =========== December 31, 2004 -----------$10,086,111 544,945 3,123,762 ----------13,754,818 ===========

AS AT ----Cash Short-Term Investments Cash held by credit card processor Total

7. Private Placement On March 29, 2005, the Corporation entered into binding agreements to issue approximately 18.1 million common shares at $0.683 per share and one Series Four Preferred Share for approximately $3.5 million (collectively, the "Private Placement Transaction"). On the same date CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce, ("CIBC") agreed to sell to the purchasers in the Private Placement Transaction an amended version of the $6 million debenture issued by the Corporation to CIBC in 2001 (the "Debenture") and the Series One Preferred Share in the capital of the Corporation held by CIBC (the "Debenture Transaction"). The Private Placement Transaction and the Debenture Transaction closed on April 4, 2005. The Series Four Preferred Share has been included, and the Debenture reclassified to long-term liabilities, in the Corporation's unaudited consolidated balance sheet as at March 31, 2005. See Notes 8 and 9 for additional information.

7. Private Placement On March 29, 2005, the Corporation entered into binding agreements to issue approximately 18.1 million common shares at $0.683 per share and one Series Four Preferred Share for approximately $3.5 million (collectively, the "Private Placement Transaction"). On the same date CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce, ("CIBC") agreed to sell to the purchasers in the Private Placement Transaction an amended version of the $6 million debenture issued by the Corporation to CIBC in 2001 (the "Debenture") and the Series One Preferred Share in the capital of the Corporation held by CIBC (the "Debenture Transaction"). The Private Placement Transaction and the Debenture Transaction closed on April 4, 2005. The Series Four Preferred Share has been included, and the Debenture reclassified to long-term liabilities, in the Corporation's unaudited consolidated balance sheet as at March 31, 2005. See Notes 8 and 9 for additional information. The Pro Forma effect of the Private Placement Transaction is an increase to share capital and cash of approximately $11 million. As a result the Corporation's working capital at March 31, 2005 on a Pro Forma basis would be increased to $13.3 million.

UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEETS
MARCH 31, 2005 ---------------POST TRANSACTION TRANSACTION ADJUSTMENTS ----------MARCH 31, 2005 -----------ACTUAL

AS AT -----

ASSETS CURRENT Cash and cash equivalents Accounts receivable Prepaids and sundry assets $ 30,654,600 1,609,279 1,352,473 -----------33,616,352 3,118,364 8,152,308 2,097,804 590,000 -----------13,958,476 $ 47,574,828 ============ LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of loan payable Current portion of acquisition loan payable $11,000,000 ------------11,000,000 ---------------$11,000,000 =========== $ 19,654,600 1,609,279 1,352,473 -----------22,616,352 3,118,364 8,152,308 2,097,804 590,000 -----------13,958,476 $ 36,574,828 ============

PROPERTY, PLANT AND EQUIPMENT GOODWILL AND INTANGIBLE ASSETS DEFERRED COSTS FUTURE INCOME TAXES RECOVERABLE

1,694,133 17,776,537 33,515 765,123 -----------20,269,308 55,614 -9,150,169 17,564,089 -----------47,039,180 ------------

$

----

1,694,133 17,776,537 33,515 765,123 -----------20,269,308 55,614 -9,150,169 17,564,089 -----------47,039,180 ------------

--------------------------------------

LOAN PAYABLE ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY

UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEETS
MARCH 31, 2005 ---------------POST TRANSACTION TRANSACTION ADJUSTMENTS ----------MARCH 31, 2005 -----------ACTUAL

AS AT -----

ASSETS CURRENT Cash and cash equivalents Accounts receivable Prepaids and sundry assets $ 30,654,600 1,609,279 1,352,473 -----------33,616,352 3,118,364 8,152,308 2,097,804 590,000 -----------13,958,476 $ 47,574,828 ============ LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of loan payable Current portion of acquisition loan payable $11,000,000 ------------11,000,000 ---------------$11,000,000 =========== $ 19,654,600 1,609,279 1,352,473 -----------22,616,352 3,118,364 8,152,308 2,097,804 590,000 -----------13,958,476 $ 36,574,828 ============

PROPERTY, PLANT AND EQUIPMENT GOODWILL AND INTANGIBLE ASSETS DEFERRED COSTS FUTURE INCOME TAXES RECOVERABLE

1,694,133 17,776,537 33,515 765,123 -----------20,269,308 55,614 -9,150,169 17,564,089 -----------47,039,180 ------------

$

----

1,694,133 17,776,537 33,515 765,123 -----------20,269,308 55,614 -9,150,169 17,564,089 -----------47,039,180 ------------

--------------------------------------

LOAN PAYABLE ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK(1) CONTRIBUTED SURPLUS WARRANTS DEFICIT 34,472,862 567,949 2,797,696 (37,302,859) -----------535,648 -----------$ 47,574,828 ============ 10,813,296 186,704 -----------11,000,000 ----------$11,000,000 =========== 23,659,566 567,949 2,610,992 (37,302,859) -----------(10,464,352) -----------$ 36,574,828 ============

Note: (1) - Capital stock is net of share issue costs of CAD $1.3M.

8. Sale of the Convertible Debenture On March 29, 2005 the Corporation and the purchasers in the Private Placement Transaction had entered into a

8. Sale of the Convertible Debenture On March 29, 2005 the Corporation and the purchasers in the Private Placement Transaction had entered into a binding agreement to purchase the Debenture (in its amended and restated form) from CIBC. As a result, the Debenture was reclassified to long-term liabilities in the Corporation's unaudited consolidated balance sheet as at March 31, 2005. In connection with this transaction, the Debenture was amended to, among other things, (i) reduce the interest rate from 11% to 8%, (ii) eliminate all negative covenants, (iii) eliminate certain positive covenants, (iv) remove certain events of default and (v) release all security over the assets of Points and its subsidiaries. Under the terms of the Debenture, (i) the Debenture is repayable (without accrued interest, the repayment of which is waived) by the Corporation within 30 days of a change of control of the Corporation resulting from the exercise of certain warrants issued by the Corporation on April 11, 2003 to Points Investments, Inc, an affiliate of InterActiveCorp and (ii) the principal amount of the Debenture will automatically convert into Common Shares immediately preceding certain liquidity events and, unless previously repaid, will automatically convert in 18,908,070 common shares in April 2006. Except in connection with the exercise of the Warrants, Points is not entitled to pre-pay the Debenture. 9. Issuance of Series Four Preferred Share In the 2005 investment, Points issued one Series Four Preferred Share for aggregate cash consideration of $3,454,611. On March 29, 2005 the Corporation and IAC entered into a binding agreement to issue the Series Four Preferred Share and the cash was received by the Corporation prior to quarter end. As a result, the cash and the preferred share are included in the Corporation's unaudited consolidated balance sheet as at March 31, 2005. The Series Four Preferred Share is convertible, for no additional consideration, into 4,504,069 Common Shares. The Series Four Preferred Share contains anti-dilution protection provisions identical to the Series Two Preferred Share (see the Corporation's 2004 audited consolidated financial statements for information with respect to the terms of the Series Two Preferred Share).

Exhibit 99.34 Not for Distribution outside of Canada POINTS INTERNATIONAL ANNOUNCES THE COMPLETION OF THE SALE OF CONVERTIBLE DEBENTURE IMPROVED TERMS FOR POINTS INTERNATIONAL TORONTO -- Points International Ltd. (TSX: PTS, OTC: PTSEF), the owner and operator of Points.com, the world's most popular site to earn and swap reward program miles and points, announced today that CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce, has completed the sale of its $6 million convertible debenture issued by the Company to CIBC Capital Partners (CIBC) in 2001 to a group of institutional and accredited investors as had been announced on March 29th, 2005. The purchasers also acquired from CIBC Capital Partners the outstanding Series One Preferred Share in the capital of Points International Ltd. In connection with the purchase and sale of the debenture, the debenture has been amended in a number of significant respects. Among these amendments, the interest rate on the debenture has been reduced from 11% to 8%, all negative and certain positive covenants under the debenture have been eliminated and all security previously held by CIBC Capital Partners in connection with the debenture has been released. In addition, unless previously repaid, the debenture will convert into common shares of the Company in April, 2006. ABOUT POINTS INTERNATIONAL LTD.

Exhibit 99.34 Not for Distribution outside of Canada POINTS INTERNATIONAL ANNOUNCES THE COMPLETION OF THE SALE OF CONVERTIBLE DEBENTURE IMPROVED TERMS FOR POINTS INTERNATIONAL TORONTO -- Points International Ltd. (TSX: PTS, OTC: PTSEF), the owner and operator of Points.com, the world's most popular site to earn and swap reward program miles and points, announced today that CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce, has completed the sale of its $6 million convertible debenture issued by the Company to CIBC Capital Partners (CIBC) in 2001 to a group of institutional and accredited investors as had been announced on March 29th, 2005. The purchasers also acquired from CIBC Capital Partners the outstanding Series One Preferred Share in the capital of Points International Ltd. In connection with the purchase and sale of the debenture, the debenture has been amended in a number of significant respects. Among these amendments, the interest rate on the debenture has been reduced from 11% to 8%, all negative and certain positive covenants under the debenture have been eliminated and all security previously held by CIBC Capital Partners in connection with the debenture has been released. In addition, unless previously repaid, the debenture will convert into common shares of the Company in April, 2006. ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's most popular site to earn and swap reward program miles and points. Over 45 of the world's leading programs participate on Points.com, including American Airlines AAdvantage(R) program, Delta SkyMiles(R), eBay Anything Points(TM), TripRewards(R), Priority Club(R) Rewards, Asia Miles(R) and S&H greenpoints. Source: Points International Ltd (TSX Exchange: PTS, OTC: PTSEF)

FOR FURTHER INFORMATION Investor Relations: Steve Yuzpe, Chief Financial Officer, Points International Ltd., Direct: (416) 596-6382, Email: steve.yuzpe@points.com; or Ed Lewis, CEOcast, Inc. for Points International, (212) 732-4300, elewis@ceocast.com Business Development Inquiries: Christopher Barnard, President, Points International Ltd., Direct: (416) 5966381, Email: christopher.barnard@points.com

Exhibit 99.35 Not for Distribution outside of Canada POINTS INTERNATIONAL CLOSES $15.8 MILLION PRIVATE PLACEMENT TORONTO -- Points International Ltd. (TSX: PTS, OTCBB: PTSEF), the owner and operator of Points.com, the world's leading reward program management portal, announced today that it closed the private placement with institutional and other accredited investors that had been announced on March 29, 2005. The Company raised gross proceeds of approximately $15.8 million through the issuance of 18.1 million common shares at a price of $0.68 per share, including one convertible preferred share for cash consideration of $3.5 million to InterActiveCorp (NASDQ:IACI). As of today's date the preferred share is convertible into 4.5 million common

FOR FURTHER INFORMATION Investor Relations: Steve Yuzpe, Chief Financial Officer, Points International Ltd., Direct: (416) 596-6382, Email: steve.yuzpe@points.com; or Ed Lewis, CEOcast, Inc. for Points International, (212) 732-4300, elewis@ceocast.com Business Development Inquiries: Christopher Barnard, President, Points International Ltd., Direct: (416) 5966381, Email: christopher.barnard@points.com

Exhibit 99.35 Not for Distribution outside of Canada POINTS INTERNATIONAL CLOSES $15.8 MILLION PRIVATE PLACEMENT TORONTO -- Points International Ltd. (TSX: PTS, OTCBB: PTSEF), the owner and operator of Points.com, the world's leading reward program management portal, announced today that it closed the private placement with institutional and other accredited investors that had been announced on March 29, 2005. The Company raised gross proceeds of approximately $15.8 million through the issuance of 18.1 million common shares at a price of $0.68 per share, including one convertible preferred share for cash consideration of $3.5 million to InterActiveCorp (NASDQ:IACI). As of today's date the preferred share is convertible into 4.5 million common shares, resulting in an effective price per underlying common share of $0.77. Proceeds from the placement will be used for marketing purposes, technology development and working capital in connection with the ongoing evolution of the Company's feature-rich reward management portal. About Points International Ltd. Points International Ltd. is the owner and operator of Points.com, the world's most popular site to earn and swap reward program miles and points. Over 45 of the world's leading programs participate on Points.com, including American Airlines AAdvantage(R) program, Delta SkyMiles(R), eBay Anything Points(TM), TripRewards(R), Priority Club(R) Rewards, Asia Miles(R) and S&H greenpoints. +++ Source: Points International Ltd (TSX Exchange: PTS, OTC: PTSEF) FOR FURTHER INFORMATION Investor Relations: Steve Yuzpe, Chief Financial Officer, Points International Ltd., Direct: (416) 596-6382, Email: steve.yuzpe@points.com; or Ed Lewis, CEOcast, Inc. for Points International, (212) 732-4300, Email: elewis@ceocast.com Business Development Inquiries: Christopher Barnard, President, Points International Ltd., Direct: (416) 5966381, Email: christopher.barnard@points.com

Exhibit 99.36 Not for Distribution outside of Canada

Exhibit 99.35 Not for Distribution outside of Canada POINTS INTERNATIONAL CLOSES $15.8 MILLION PRIVATE PLACEMENT TORONTO -- Points International Ltd. (TSX: PTS, OTCBB: PTSEF), the owner and operator of Points.com, the world's leading reward program management portal, announced today that it closed the private placement with institutional and other accredited investors that had been announced on March 29, 2005. The Company raised gross proceeds of approximately $15.8 million through the issuance of 18.1 million common shares at a price of $0.68 per share, including one convertible preferred share for cash consideration of $3.5 million to InterActiveCorp (NASDQ:IACI). As of today's date the preferred share is convertible into 4.5 million common shares, resulting in an effective price per underlying common share of $0.77. Proceeds from the placement will be used for marketing purposes, technology development and working capital in connection with the ongoing evolution of the Company's feature-rich reward management portal. About Points International Ltd. Points International Ltd. is the owner and operator of Points.com, the world's most popular site to earn and swap reward program miles and points. Over 45 of the world's leading programs participate on Points.com, including American Airlines AAdvantage(R) program, Delta SkyMiles(R), eBay Anything Points(TM), TripRewards(R), Priority Club(R) Rewards, Asia Miles(R) and S&H greenpoints. +++ Source: Points International Ltd (TSX Exchange: PTS, OTC: PTSEF) FOR FURTHER INFORMATION Investor Relations: Steve Yuzpe, Chief Financial Officer, Points International Ltd., Direct: (416) 596-6382, Email: steve.yuzpe@points.com; or Ed Lewis, CEOcast, Inc. for Points International, (212) 732-4300, Email: elewis@ceocast.com Business Development Inquiries: Christopher Barnard, President, Points International Ltd., Direct: (416) 5966381, Email: christopher.barnard@points.com

Exhibit 99.36 Not for Distribution outside of Canada POINT INTERNATINAL LTD. POINTS INTERNATIONAL ANNOUNCES C$15.8 MILLION PRIVATE PLACEMENT FUNDS TO DRIVE DEVELOPMENT AND MARKETING OF ENHANCED CONSUMER OFFERING AT POINTS.COM TORONTO -- Points International Ltd. (TSX: PTS, OTC: PTSEF), the owner and operator of Points.com, the world's most popular site to earn and swap reward program miles and points, announced today that it intends to complete a private placement with institutional and other accredited investors. The Company expects to raise gross proceeds of approximately $15.8 million through the issuance of up to 18.1 million common shares at a price of $0.68 per share, including one convertible preferred share for cash consideration of $3.5 million. As at

Exhibit 99.36 Not for Distribution outside of Canada POINT INTERNATINAL LTD. POINTS INTERNATIONAL ANNOUNCES C$15.8 MILLION PRIVATE PLACEMENT FUNDS TO DRIVE DEVELOPMENT AND MARKETING OF ENHANCED CONSUMER OFFERING AT POINTS.COM TORONTO -- Points International Ltd. (TSX: PTS, OTC: PTSEF), the owner and operator of Points.com, the world's most popular site to earn and swap reward program miles and points, announced today that it intends to complete a private placement with institutional and other accredited investors. The Company expects to raise gross proceeds of approximately $15.8 million through the issuance of up to 18.1 million common shares at a price of $0.68 per share, including one convertible preferred share for cash consideration of $3.5 million. As at today's date the preferred share is convertible into 4.5 million common shares, resulting in an effective price per underlying common share of $0.77. Proceeds from the placement will be used for marketing purposes, technology development and working capital in connection with the ongoing evolution of the Company's feature-rich reward management portal. "We have attracted an impressive group of new investors who share our belief that Points International is well positioned to provide unique and valuable services to the millions of members of the world's most successful loyalty programs." said Rob MacLean, Points International's CEO. "We have built the world's most popular site to earn and swap reward program miles and points by establishing strong relationships with our Partners and developing unique and robust technologies that now are integrated with over 60 of these great organizations. This financing will allow us to accelerate the development of our consumer offering and we are now even better positioned to commence an aggressive marketing campaign, capitalizing on many of the new features that will augment our member's experience." Among the investors is IAC/InterActiveCorp (NASDAQ:IACI), which owns 19.1% of the adjusted fully diluted common shares of the Company. IAC will maintain its percentage ownership interest through

the purchase of a Series Four Preferred Shares in the capital of the Company, that is convertible into 4.5 million Common Shares. The Series Four Preferred Share has substantially the same terms as the Company's outstanding Series Two Preferred Share, including as to dividend rights, voting rights and the right to elect one member of the Board of Directors. Merriman Curhan Ford & Co. is acting as lead placement agent for this transaction. In connection with the private placement, the Company expects to issue broker warrants, with a term of three years, exercisable to acquire up to 757,378 common shares at a price of $0.83 per common share. In connection with this transaction, with a view to more closely aligning the size and composition of the Board of Directors with the needs of the Company and with current trends in corporate governance, the size of the Board of Directors will be reduced to 7 from the current 11. Each of Christopher Barnard, Rowland Fleming, Jim Kranias, and Grant McCutcheon intend to tender their resignations from the Board effective upon the closing of the private placement. "I would like to thank the departing Board Members, who have played an important role in the stewardship of the Company from the very inception of Points.com," said MacLean, "The support and commitment offered by these people to the Company and to the Management team has been invaluable to our development and success to date. We are confident that the smaller Board, with the increased representation of some key stakeholders, will continue to effectively and efficiently represent all shareholders." The Company also announced today that CIBC Capital Partners, a division of Canadian Imperial Bank of

the purchase of a Series Four Preferred Shares in the capital of the Company, that is convertible into 4.5 million Common Shares. The Series Four Preferred Share has substantially the same terms as the Company's outstanding Series Two Preferred Share, including as to dividend rights, voting rights and the right to elect one member of the Board of Directors. Merriman Curhan Ford & Co. is acting as lead placement agent for this transaction. In connection with the private placement, the Company expects to issue broker warrants, with a term of three years, exercisable to acquire up to 757,378 common shares at a price of $0.83 per common share. In connection with this transaction, with a view to more closely aligning the size and composition of the Board of Directors with the needs of the Company and with current trends in corporate governance, the size of the Board of Directors will be reduced to 7 from the current 11. Each of Christopher Barnard, Rowland Fleming, Jim Kranias, and Grant McCutcheon intend to tender their resignations from the Board effective upon the closing of the private placement. "I would like to thank the departing Board Members, who have played an important role in the stewardship of the Company from the very inception of Points.com," said MacLean, "The support and commitment offered by these people to the Company and to the Management team has been invaluable to our development and success to date. We are confident that the smaller Board, with the increased representation of some key stakeholders, will continue to effectively and efficiently represent all shareholders." The Company also announced today that CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce, has agreed to sell the $6 million convertible debenture issued by the Company to CIBC Capital Partners in 2001; the purchasers will also acquire from CIBC Capital Partners the outstanding Series One Preferred Share in the capital of Points International Ltd. The closing of this transaction is anticipated this week and is subject to customary closing conditions including receipt of applicable regulatory approvals. About Points International Ltd.

Points International Ltd. is the owner and operator of Points.com, the world's most popular site to earn and swap reward program miles and points. Over 45 of the world's leading programs participate on Points.com, including American Airlines AAdvantage(R) program, Delta SkyMiles(R), eBay Anything Points(TM), TripRewards(R), Priority Club(R) Rewards, Asia Miles(R) and S&H greenpoints. +++ Source: Points International Ltd (TSX Exchange: PTS, OTC: PTSEF) FOR FURTHER INFORMATION Investor Relations: Steve Yuzpe, Chief Financial Officer, Points International Ltd., Direct: (416) 596-6382, Email: steve.yuzpe@points.com; or Ed Lewis, CEOcast, Inc. for Points International, (212) 732-4300, elewis@ceocast.com Business Development Inquiries: Christopher Barnard, President, Points International Ltd., Direct: (416) 5966381, Email: christopher.barnard@points.com

Exhibit 99.37 Not for Distribution outside of Canada

Points International Ltd. is the owner and operator of Points.com, the world's most popular site to earn and swap reward program miles and points. Over 45 of the world's leading programs participate on Points.com, including American Airlines AAdvantage(R) program, Delta SkyMiles(R), eBay Anything Points(TM), TripRewards(R), Priority Club(R) Rewards, Asia Miles(R) and S&H greenpoints. +++ Source: Points International Ltd (TSX Exchange: PTS, OTC: PTSEF) FOR FURTHER INFORMATION Investor Relations: Steve Yuzpe, Chief Financial Officer, Points International Ltd., Direct: (416) 596-6382, Email: steve.yuzpe@points.com; or Ed Lewis, CEOcast, Inc. for Points International, (212) 732-4300, elewis@ceocast.com Business Development Inquiries: Christopher Barnard, President, Points International Ltd., Direct: (416) 5966381, Email: christopher.barnard@points.com

Exhibit 99.37 Not for Distribution outside of Canada POINTS INTERNATIONAL LTD. POINTS INTERNATIONAL ANNOUNCES THE SALE OF CONVERTIBLE DEBENTURE IMPROVED TERMS FOR POINTS INTERNATIONAL TORONTO -- Points International Ltd. (TSX: PTS, OTC: PTSEF), the owner and operator of Points.com, the world's most popular site to earn and swap reward program miles and points, announced today that CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce, has agreed to sell to a group of institutional and accredited investors, the $6 million convertible debenture issued by the Company to CIBC Capital Partners (CIBC) in 2001. The purchasers will also acquire from CIBC Capital Partners the outstanding Series One Preferred Share in the capital of Points International Ltd. In connection with the purchase and sale of the debenture, the debenture will be amended in a number of significant respects. Among these amendments, the interest rate on the debenture will be reduced from 11% to 8%, all negative and certain positive covenants under the debenture will be eliminated and all security previously held by CIBC Capital Partners in connection with the debenture will be released. In addition, unless previously repaid, the debenture will convert into the previously disclosed 18,908,070 common shares of the Company in April, 2006. "This transaction better aligns the interests of the debenture holders with the long-term objectives of shareholders and allows the company to focus its resources on growing our business," said Rob MacLean, Points International's CEO. The Company also announced today that it has agreed to a private placement with IAC/InterActiveCorp (NASDAQ: IACI), institutional and other accredited investors. The Company expects to raise gross proceeds of approximately $15.8 million through the issuance of a convertible preferred share and the issuance of common shares to the other investors. The purchasers of the debenture are the same parties that are expected to participate in the private placement.

Exhibit 99.37 Not for Distribution outside of Canada POINTS INTERNATIONAL LTD. POINTS INTERNATIONAL ANNOUNCES THE SALE OF CONVERTIBLE DEBENTURE IMPROVED TERMS FOR POINTS INTERNATIONAL TORONTO -- Points International Ltd. (TSX: PTS, OTC: PTSEF), the owner and operator of Points.com, the world's most popular site to earn and swap reward program miles and points, announced today that CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce, has agreed to sell to a group of institutional and accredited investors, the $6 million convertible debenture issued by the Company to CIBC Capital Partners (CIBC) in 2001. The purchasers will also acquire from CIBC Capital Partners the outstanding Series One Preferred Share in the capital of Points International Ltd. In connection with the purchase and sale of the debenture, the debenture will be amended in a number of significant respects. Among these amendments, the interest rate on the debenture will be reduced from 11% to 8%, all negative and certain positive covenants under the debenture will be eliminated and all security previously held by CIBC Capital Partners in connection with the debenture will be released. In addition, unless previously repaid, the debenture will convert into the previously disclosed 18,908,070 common shares of the Company in April, 2006. "This transaction better aligns the interests of the debenture holders with the long-term objectives of shareholders and allows the company to focus its resources on growing our business," said Rob MacLean, Points International's CEO. The Company also announced today that it has agreed to a private placement with IAC/InterActiveCorp (NASDAQ: IACI), institutional and other accredited investors. The Company expects to raise gross proceeds of approximately $15.8 million through the issuance of a convertible preferred share and the issuance of common shares to the other investors. The purchasers of the debenture are the same parties that are expected to participate in the private placement.

The closing of this transaction is anticipated this week and is subject to customary closing conditions including receipt of applicable regulatory approvals. About Points International Ltd. Points International Ltd. is the owner and operator of Points.com, the world's most popular site to earn and swap reward program miles and points. Over 45 of the world's leading programs participate on Points.com, including American Airlines AAdvantage(R) program, Delta SkyMiles(R), eBay Anything Points(TM), TripRewards(R), Priority Club(R) Rewards, Asia Miles(R) and S&H greenpoints. Source: Points International Ltd (TSX Exchange: PTS, OTC: PTSEF) FOR FURTHER INFORMATION Investor Relations: Steve Yuzpe, Chief Financial Officer, Points International Ltd., Direct: (416) 596-6382, Email: steve.yuzpe@points.com; or Ed Lewis, CEOcast, Inc. for Points International, (212) 732-4300, elewis@ceocast.com Business Development Inquiries: Christopher Barnard, President, Points International Ltd., Direct: (416) 5966381, Email: christopher.barnard@points.com

The closing of this transaction is anticipated this week and is subject to customary closing conditions including receipt of applicable regulatory approvals. About Points International Ltd. Points International Ltd. is the owner and operator of Points.com, the world's most popular site to earn and swap reward program miles and points. Over 45 of the world's leading programs participate on Points.com, including American Airlines AAdvantage(R) program, Delta SkyMiles(R), eBay Anything Points(TM), TripRewards(R), Priority Club(R) Rewards, Asia Miles(R) and S&H greenpoints. Source: Points International Ltd (TSX Exchange: PTS, OTC: PTSEF) FOR FURTHER INFORMATION Investor Relations: Steve Yuzpe, Chief Financial Officer, Points International Ltd., Direct: (416) 596-6382, Email: steve.yuzpe@points.com; or Ed Lewis, CEOcast, Inc. for Points International, (212) 732-4300, elewis@ceocast.com Business Development Inquiries: Christopher Barnard, President, Points International Ltd., Direct: (416) 5966381, Email: christopher.barnard@points.com

Exhibit 99.38 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL LTD. REPORTS FOURTH QUARTER AND YEAR-END RESULTS INCREASE OF 33% IN REVENUE; FOURTH QUARTER REVENUE RISES 49% YEAR-OVERYEAR TORONTO, March 10th, 2005 - POINTS INTERNATIONAL LTD. (TSX: PTS; OTC: PTSEF) ("Points International" or the "Company"), the owner and operator of Points.com, the world's leading reward program management portal, announced financial results for the fourth quarter and the year ended December 31, 2004. The Company reported revenue of $2.16 million in the 2004 fourth quarter, an increase of 49% versus $1.45 million during the same period in 2003. Adjusted for the impact of the weakened US dollar, Points International's Q4 revenue growth would have included a further $323,200, resulting in 72% growth vs. 2003. Strong growth at both Points.com and Points.com Business Solutions contributed to the growth in revenue. The Company powered the online exchange, sale and transfer of 1.45 billion points and miles in the fourth quarter of 2004, up from 0.54 billion during the fourth quarter of 2003. The Company recorded an operating loss of $1.41 million for the fourth quarter of 2004, versus $1.20 million in the fourth quarter in the previous year. The increased loss was a result of higher employment and product development costs in connection with the Company's anticipated launch of its enhanced consumer Website. The Company reported a net loss of $2.75 million, or ($0.04) per share versus a net loss of $2.61 million, or ($0.03) per share, in the 2003 fourth quarter. Non-cash charges, including accrued interest, the amortization of property, plant and equipment, intangible assets and deferred costs accounted for $1.28 million of the fourth quarter 2004 net loss versus $1.40 in the fourth quarter of 2003. For the fiscal year ended December 31, 2004, Points International reported revenue of $7.79 million, a 32.9% increase versus $5.86 million in the 2003 fiscal year. Adjusted for the impact of the weakened US dollar, the Company's annual revenue growth would have included a further $900,000, resulting in 48% growth vs. the comparable prior year. The Company powered the online exchange, sale and transfer of 4.92 billion miles and points versus 2.0 billion in the year-earlier period. The Company had an operating loss of $4.44 million

Exhibit 99.38 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL LTD. REPORTS FOURTH QUARTER AND YEAR-END RESULTS INCREASE OF 33% IN REVENUE; FOURTH QUARTER REVENUE RISES 49% YEAR-OVERYEAR TORONTO, March 10th, 2005 - POINTS INTERNATIONAL LTD. (TSX: PTS; OTC: PTSEF) ("Points International" or the "Company"), the owner and operator of Points.com, the world's leading reward program management portal, announced financial results for the fourth quarter and the year ended December 31, 2004. The Company reported revenue of $2.16 million in the 2004 fourth quarter, an increase of 49% versus $1.45 million during the same period in 2003. Adjusted for the impact of the weakened US dollar, Points International's Q4 revenue growth would have included a further $323,200, resulting in 72% growth vs. 2003. Strong growth at both Points.com and Points.com Business Solutions contributed to the growth in revenue. The Company powered the online exchange, sale and transfer of 1.45 billion points and miles in the fourth quarter of 2004, up from 0.54 billion during the fourth quarter of 2003. The Company recorded an operating loss of $1.41 million for the fourth quarter of 2004, versus $1.20 million in the fourth quarter in the previous year. The increased loss was a result of higher employment and product development costs in connection with the Company's anticipated launch of its enhanced consumer Website. The Company reported a net loss of $2.75 million, or ($0.04) per share versus a net loss of $2.61 million, or ($0.03) per share, in the 2003 fourth quarter. Non-cash charges, including accrued interest, the amortization of property, plant and equipment, intangible assets and deferred costs accounted for $1.28 million of the fourth quarter 2004 net loss versus $1.40 in the fourth quarter of 2003. For the fiscal year ended December 31, 2004, Points International reported revenue of $7.79 million, a 32.9% increase versus $5.86 million in the 2003 fiscal year. Adjusted for the impact of the weakened US dollar, the Company's annual revenue growth would have included a further $900,000, resulting in 48% growth vs. the comparable prior year. The Company powered the online exchange, sale and transfer of 4.92 billion miles and points versus 2.0 billion in the year-earlier period. The Company had an operating loss of $4.44 million compared to $2.17 million in the 2003 fiscal year. Higher

employment costs and marketing and communications expenses in connection with the upcoming launch of Points.com's new consumer Website contributed to the increased loss. The Company reported a net loss of $8.81 million, or $(0.13) per share, versus a net loss of $6.54 million, or $(0.11) per share for the 2003 fiscal year. Non-cash charges, including: accrued interest, the amortization of property, plant and equipment, intangible assets and deferred costs accounted for $4.24 million of the net loss in 2004 versus $4.36 in 2003. "2004 was marked by significant accomplishments," said Rob MacLean, Points International's CEO. "We added many new partners, including British Airways, US Airways, Starbucks, Goldpoints, Frontier Airlines and Hawaiian Airlines. We will continue to add great partners to our business in 2005 as demonstrated by our recent introduction of Cendant Corporation's Trip Rewards program and other recent announcements. We also took important steps to prepare for the launch of our feature-rich reward management portal, which will provide consumers and loyalty partners with numerous advantages. We are on schedule to commence launch of the new Website next month." The new Web site will include broader consumer offerings, and present each consumer with a comprehensive personalized view of their entire reward program universe. New management tools, such as Join, Earn and Buy, will help consumers realize more value from their favorite reward programs, to help them "Get More Rewards, Faster(TM)". These tools will also add additional revenue streams for the Company. The system will be driven by an ATG Marketing Enterprise System that will use the consumer's unique reward program, reward goals and point balance mix to suggest ways to use the Join, Earn, Buy and Swap tools most effectively.

employment costs and marketing and communications expenses in connection with the upcoming launch of Points.com's new consumer Website contributed to the increased loss. The Company reported a net loss of $8.81 million, or $(0.13) per share, versus a net loss of $6.54 million, or $(0.11) per share for the 2003 fiscal year. Non-cash charges, including: accrued interest, the amortization of property, plant and equipment, intangible assets and deferred costs accounted for $4.24 million of the net loss in 2004 versus $4.36 in 2003. "2004 was marked by significant accomplishments," said Rob MacLean, Points International's CEO. "We added many new partners, including British Airways, US Airways, Starbucks, Goldpoints, Frontier Airlines and Hawaiian Airlines. We will continue to add great partners to our business in 2005 as demonstrated by our recent introduction of Cendant Corporation's Trip Rewards program and other recent announcements. We also took important steps to prepare for the launch of our feature-rich reward management portal, which will provide consumers and loyalty partners with numerous advantages. We are on schedule to commence launch of the new Website next month." The new Web site will include broader consumer offerings, and present each consumer with a comprehensive personalized view of their entire reward program universe. New management tools, such as Join, Earn and Buy, will help consumers realize more value from their favorite reward programs, to help them "Get More Rewards, Faster(TM)". These tools will also add additional revenue streams for the Company. The system will be driven by an ATG Marketing Enterprise System that will use the consumer's unique reward program, reward goals and point balance mix to suggest ways to use the Join, Earn, Buy and Swap tools most effectively. In connection with the expanded offering, the Company will change the pricing and structure of its current PointsPlus membership. The enhanced pricing model, which will be unveiled during the second quarter in greater detail, will include a recurring subscription model and higher price points, supported by pricing research and market comparatives. "We increased revenue from our Points.com business by 160% during 2004 with very limited marketing to a vast consumer base," added Mr. MacLean. "We believe with our marketing plan to drive cost-effective traffic and membership to the new Points.com Website that we will be able to substantially increase our customer base. We expect to begin

driving significant consumer traffic to the Website during the third quarter of the year. With the new products and services we will offer, combined with notable new partnerships, we are excited about the many opportunities we will have to monetize both existing and prospective consumers." Some of the highlights of 2004 include: - Growing revenue from both Points.com and Points Business Solutions operations. Revenue from Points.com increased by 160%, in fiscal 2004, while Points.com's Business Solutions grew by 30%. - Strong recurring revenues. 95% of Points.com's revenues were recurring versus 80% in 2003. - Increase in number of partners on Points.com. Points.com increased its partners to 45 at the end of 2004, versus 35 at 2003 year-end. - Increase in Points.com Business Solutions partners and products. 21 partners are now offering Points.com Business Solutions products to their members, increased from 12 at the end of 2003. There are now 55 product installations in the market, up from 30 at the end of 2003, providing a strong and growing recurring revenue base for the company. - Growth in Transaction activity. Total miles and points transacted increased 140% from 2.0 billion in fiscal 2003 to 4.92 billion in fiscal 2004. - Increase in size and commissions per transaction. The average number of miles or points exchanged per transaction was 17,920, an increase of 8% versus 2003. The average commission generated by Points per transaction also was up 9% from the year-earlier period.

driving significant consumer traffic to the Website during the third quarter of the year. With the new products and services we will offer, combined with notable new partnerships, we are excited about the many opportunities we will have to monetize both existing and prospective consumers." Some of the highlights of 2004 include: - Growing revenue from both Points.com and Points Business Solutions operations. Revenue from Points.com increased by 160%, in fiscal 2004, while Points.com's Business Solutions grew by 30%. - Strong recurring revenues. 95% of Points.com's revenues were recurring versus 80% in 2003. - Increase in number of partners on Points.com. Points.com increased its partners to 45 at the end of 2004, versus 35 at 2003 year-end. - Increase in Points.com Business Solutions partners and products. 21 partners are now offering Points.com Business Solutions products to their members, increased from 12 at the end of 2003. There are now 55 product installations in the market, up from 30 at the end of 2003, providing a strong and growing recurring revenue base for the company. - Growth in Transaction activity. Total miles and points transacted increased 140% from 2.0 billion in fiscal 2003 to 4.92 billion in fiscal 2004. - Increase in size and commissions per transaction. The average number of miles or points exchanged per transaction was 17,920, an increase of 8% versus 2003. The average commission generated by Points per transaction also was up 9% from the year-earlier period. - Increase in Website traffic. Approximately 1.1 million unique visitors accessed the Company's Points.com Website in 2004, compared to 781,000 visitors during fiscal 2003. - Strong User Registration. The Company's database of Registered Users increased to approximately 606,000 at the end of 2004. As the Company launches the new Website in April, it will also establish a more comprehensive approach to reporting on key metrics associated with the business. The current transactional metrics will be supplemented with information relevant to the enhanced consumer offering. The company expects that the first quarter 2005 results will be released on or about May 13, 2005 and will include an investor conference call.

ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can Swap miles and points between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Cendant Trip Rewards, Starbucks Asia Miles(R), and Intercontinental Hotels Group's Priority Club (R) Rewards. Website: http://www.points.com / FOR FURTHER INFORMATION Steve Yuzpe, Investor Relations, Chief Financial Officer, 416-596-6382, steve.yuzpe@points.com, or Business Development Inquiries, Christopher Barnard, President, 416-596-6381, christopher.barnard@points.com, both of Points International Ltd.

ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can Swap miles and points between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Cendant Trip Rewards, Starbucks Asia Miles(R), and Intercontinental Hotels Group's Priority Club (R) Rewards. Website: http://www.points.com / FOR FURTHER INFORMATION Steve Yuzpe, Investor Relations, Chief Financial Officer, 416-596-6382, steve.yuzpe@points.com, or Business Development Inquiries, Christopher Barnard, President, 416-596-6381, christopher.barnard@points.com, both of Points International Ltd. or Ed Lewis of CEOcast, Inc., +1-212-732-4300, elewis@ceocast.com, for Points International

POINTS INTERNATIONAL LTD. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003

POINTS INTERNATIONAL LTD. CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31 ----------------ASSETS CURRENT Cash and cash equivalents Accounts receivable Prepaids and sundry assets 2004 ----------2003 -----------

$13,754,818 2,024,342 1,229,091 ----------17,008,251 2,056,282 8,282,453 2,242,868 -590,000 ----------13,171,603 $30,179,854 ===========

$20,274,836 1,004,370 825,221 ----------22,104,427 513,723 1,320,692 2,790,816 161,629 590,000 ----------5,376,859 $27,481,286 ===========

PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS DEFERRED COSTS LONG-TERM INVESTMENTS FUTURE INCOME TAXES RECOVERABLE

POINTS INTERNATIONAL LTD. CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31 ----------------2004 -----------2003 ------------

POINTS INTERNATIONAL LTD. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003

POINTS INTERNATIONAL LTD. CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31 ----------------ASSETS CURRENT Cash and cash equivalents Accounts receivable Prepaids and sundry assets 2004 ----------2003 -----------

$13,754,818 2,024,342 1,229,091 ----------17,008,251 2,056,282 8,282,453 2,242,868 -590,000 ----------13,171,603 $30,179,854 ===========

$20,274,836 1,004,370 825,221 ----------22,104,427 513,723 1,320,692 2,790,816 161,629 590,000 ----------5,376,859 $27,481,286 ===========

PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS DEFERRED COSTS LONG-TERM INVESTMENTS FUTURE INCOME TAXES RECOVERABLE

POINTS INTERNATIONAL LTD. CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31 ----------------LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of loan payable Current portion of acquisition loan payable Convertible debenture 2004 -----------2003 ------------

$

1,894,599 13,153,623 29,860 777,443 8,920,373 -----------24,775,900 67,186 380,118 -13,892,478 -----------39,115,681 ------------

$

1,187,598 10,455,646 --------------11,643,244 -8,036,372 13,024,478 -----------32,704,094 ------------

LOAN PAYABLE ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK CONTRIBUTED SURPLUS WARRANTS DEFICIT 22,705,734 482,092 2,610,992 (34,734,645) -----------(8,935,827) -----------30,179,854 17,728,461 -2,785,737 (25,737,007) -----------(5,222,809) -----------27,481,286

POINTS INTERNATIONAL LTD. CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31 ----------------ASSETS CURRENT Cash and cash equivalents Accounts receivable Prepaids and sundry assets 2004 ----------2003 -----------

$13,754,818 2,024,342 1,229,091 ----------17,008,251 2,056,282 8,282,453 2,242,868 -590,000 ----------13,171,603 $30,179,854 ===========

$20,274,836 1,004,370 825,221 ----------22,104,427 513,723 1,320,692 2,790,816 161,629 590,000 ----------5,376,859 $27,481,286 ===========

PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS DEFERRED COSTS LONG-TERM INVESTMENTS FUTURE INCOME TAXES RECOVERABLE

POINTS INTERNATIONAL LTD. CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31 ----------------LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of loan payable Current portion of acquisition loan payable Convertible debenture 2004 -----------2003 ------------

$

1,894,599 13,153,623 29,860 777,443 8,920,373 -----------24,775,900 67,186 380,118 -13,892,478 -----------39,115,681 ------------

$

1,187,598 10,455,646 --------------11,643,244 -8,036,372 13,024,478 -----------32,704,094 ------------

LOAN PAYABLE ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK CONTRIBUTED SURPLUS WARRANTS DEFICIT 22,705,734 482,092 2,610,992 (34,734,645) -----------(8,935,827) -----------30,179,854 ============ 17,728,461 -2,785,737 (25,737,007) -----------(5,222,809) -----------27,481,286 ============

POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF OPERATIONS

POINTS INTERNATIONAL LTD. CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31 ----------------LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of loan payable Current portion of acquisition loan payable Convertible debenture 2004 -----------2003 ------------

$

1,894,599 13,153,623 29,860 777,443 8,920,373 -----------24,775,900 67,186 380,118 -13,892,478 -----------39,115,681 ------------

$

1,187,598 10,455,646 --------------11,643,244 -8,036,372 13,024,478 -----------32,704,094 ------------

LOAN PAYABLE ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK CONTRIBUTED SURPLUS WARRANTS DEFICIT 22,705,734 482,092 2,610,992 (34,734,645) -----------(8,935,827) -----------30,179,854 ============ 17,728,461 -2,785,737 (25,737,007) -----------(5,222,809) -----------27,481,286 ============

POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31 ------------------------------REVENUES Points operations Interest income 2004 ----------$ 7,560,012 231,579 ----------7,791,591 12,230,652 ----------(4,439,061) ----------884,001 868,000 132,843 161,629 2,322,749 ----------4,369,223 ----------(8,808,284) ----------($0.13) =========== 2003 ----------$ 5,502,744 355,960 ----------5,858,704 8,029,471 ----------(2,170,767) ----------853,872 624,478 9,753 -2,877,321 ----------4,365,424 ----------(6,536,191) ----------($0.11) ===========

GENERAL AND ADMINISTRATION EXPENSES LOSS- Before interest, amortization and other items Interest on convertible debenture Interest on Series Two Preferred Share Interest, loss on short-term investments and bank charges Write-off of ThinApse Corporation Amortization of property, plant and equipment, intangible assets and deferred costs

LOSS LOSS PER SHARE

POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31 ------------------------------REVENUES Points operations Interest income 2004 ----------$ 7,560,012 231,579 ----------7,791,591 12,230,652 ----------(4,439,061) ----------884,001 868,000 132,843 161,629 2,322,749 ----------4,369,223 ----------(8,808,284) ----------($0.13) =========== 2003 ----------$ 5,502,744 355,960 ----------5,858,704 8,029,471 ----------(2,170,767) ----------853,872 624,478 9,753 -2,877,321 ----------4,365,424 ----------(6,536,191) ----------($0.11) ===========

GENERAL AND ADMINISTRATION EXPENSES LOSS- Before interest, amortization and other items Interest on convertible debenture Interest on Series Two Preferred Share Interest, loss on short-term investments and bank charges Write-off of ThinApse Corporation Amortization of property, plant and equipment, intangible assets and deferred costs

LOSS LOSS PER SHARE

POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31 ------------------------------DEFICIT - Beginning of year As previously reported Change in accounting policy As restated LOSS - For the year 2004 -----------($25,737,007) (189,354) -----------(25,926,361) (8,808,284) -----------($34,734,645) ============ 2003 -----------($19,200,816) ------------(19,200,816) (6,536,191) -----------($25,737,007) ============

DEFICIT - End of year

POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED SEPTEMBER 30, 2004
12 Month Period --------------------------2004 2003 ----------------------($8,808,284) 312,617 601,319 ($6,536,191) 1,589,206 531,914

FOR THE YEARS ENDED DECEMBER 31 ------------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net Loss Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs

POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31 ------------------------------DEFICIT - Beginning of year As previously reported Change in accounting policy As restated LOSS - For the year 2004 -----------($25,737,007) (189,354) -----------(25,926,361) (8,808,284) -----------($34,734,645) ============ 2003 -----------($19,200,816) ------------(19,200,816) (6,536,191) -----------($25,737,007) ============

DEFICIT - End of year

POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED SEPTEMBER 30, 2004
12 Month Period --------------------------2004 2003 ----------------------($8,808,284) 312,617 601,319 1,408,813 362,343 161,629 (1,179) 868,000 884,001 -----------(4,210,741) 1,857,746 -----------(2,352,995) -----------($6,536,191) 1,589,206 531,914 756,201 ---624,478 853,872 -----------(2,180,520) 774,066 -----------(1,406,454) ------------

FOR THE YEARS ENDED DECEMBER 31 ------------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net Loss Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs Amortization of intangible assets Employee stock option expense Writedown of long term investment Cancellation of warrants issued for services Interest on Series Two Preferred Shares Interest accrued on convertible debenture

Changes in non-cash balances related to operations

CASH FLOWS USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment, net of proceeds Purchase of intangible assets Payments for the acquisition of MilePoint, Inc. Costs related to the acquisition of MilePoint, Inc.

(1,855,177) (128,428) (2,300,000) (728,534) -----------(5,012,139) ------------

(338,730) (130,353) -------------(469,083) ------------

CASH FLOWS USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Warrants Issuance of Series Two Preferred Share Loan payable, net of repayments Deferred financing costs Repayment of obligations under capital leases Issuance of capital stock, net of share issue costs

--97,047 13,967 -734,101 -----------845,115 ------------

2,700,000 12,400,000 -(3,039,774) (407,128) 3,155,575 -----------14,808,673 ------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED SEPTEMBER 30, 2004
12 Month Period --------------------------2004 2003 ----------------------($8,808,284) 312,617 601,319 1,408,813 362,343 161,629 (1,179) 868,000 884,001 -----------(4,210,741) 1,857,746 -----------(2,352,995) -----------($6,536,191) 1,589,206 531,914 756,201 ---624,478 853,872 -----------(2,180,520) 774,066 -----------(1,406,454) ------------

FOR THE YEARS ENDED DECEMBER 31 ------------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net Loss Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs Amortization of intangible assets Employee stock option expense Writedown of long term investment Cancellation of warrants issued for services Interest on Series Two Preferred Shares Interest accrued on convertible debenture

Changes in non-cash balances related to operations

CASH FLOWS USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment, net of proceeds Purchase of intangible assets Payments for the acquisition of MilePoint, Inc. Costs related to the acquisition of MilePoint, Inc.

(1,855,177) (128,428) (2,300,000) (728,534) -----------(5,012,139) ------------

(338,730) (130,353) -------------(469,083) ------------

CASH FLOWS USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Warrants Issuance of Series Two Preferred Share Loan payable, net of repayments Deferred financing costs Repayment of obligations under capital leases Issuance of capital stock, net of share issue costs

--97,047 13,967 -734,101 -----------845,115 -----------(6,520,019) 20,274,836 -----------$ 13,754,818 ============

2,700,000 12,400,000 -(3,039,774) (407,128) 3,155,575 -----------14,808,673 -----------12,933,136 7,341,700 -----------$ 20,274,836 ============

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

INCREASE (DECREASE) IN CASH CASH AND CASH EQUIVALENTS - Beginning of period CASH AND CASH EQUIVALENTS - End of period

(POINTS INTERNATIONAL LTD LOG0) POINTS INTERNATIONAL LTD. SIGNS AGREEMENT WITH THE MEMBERSHIP REWARDS(R) PROGRAM FROM AMERICAN EXPRESS TORONTO, March 10th, 2005 - POINTS INTERNATIONAL LTD. (TSX: PTS, OTCBB: PTSEF), the owner and operator of Points.com, the world's leading reward program management portal, announced today that it has entered an agreement with American Express Travel Related Services Company Inc. The agreement

(POINTS INTERNATIONAL LTD LOG0) POINTS INTERNATIONAL LTD. SIGNS AGREEMENT WITH THE MEMBERSHIP REWARDS(R) PROGRAM FROM AMERICAN EXPRESS TORONTO, March 10th, 2005 - POINTS INTERNATIONAL LTD. (TSX: PTS, OTCBB: PTSEF), the owner and operator of Points.com, the world's leading reward program management portal, announced today that it has entered an agreement with American Express Travel Related Services Company Inc. The agreement enables the Membership Rewards Program(R) from American Express to participate on the Points.com portal. Additionally, the Membership Rewards Program(R) will use Points.com technology services to offer real-time point transfers for select partners. Public launch is expected during the second quarter of this year. ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can earn, buy, and swap miles and points between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including American Express Membership Rewards(R), Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Cendant's Trip Rewards, Asia Miles(R), and Priority Club(R) Rewards. +++ SOURCE: Points International Ltd (TSX Exchange: PTS) THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE FOR POINTS INTERNATIONAL: INVESTOR RELATIONS Steve Yuzpe Chief Financial Officer, Points International Ltd. Direct: +1 416 596-6382 Email: steve.yuzpe@points.com Or Ed Lewis CEOcast, Inc. for Points International Michael Wachs, 212-732-4300 elewis@ceocast.com

BUSINESS DEVELOPMENT INQUIRIES Christopher Barnard, President, Points International Ltd. Direct: +1 416 596-6381 Email: christopher.barnard@points.com

Exhibit 99.39 CHRISTOPHER PAYNE RESIGNS FROM POINTS INTERNATIONAL'S BOARD OF DIRECTORS TORONTO, Mar 1 /CNW/ -- Points International Ltd. (TSX: PTS; OTC: PTSEF), the owner and operator of Points.com, the world's leading reward program management portal, announced today that Christopher E.M.

BUSINESS DEVELOPMENT INQUIRIES Christopher Barnard, President, Points International Ltd. Direct: +1 416 596-6381 Email: christopher.barnard@points.com

Exhibit 99.39 CHRISTOPHER PAYNE RESIGNS FROM POINTS INTERNATIONAL'S BOARD OF DIRECTORS TORONTO, Mar 1 /CNW/ -- Points International Ltd. (TSX: PTS; OTC: PTSEF), the owner and operator of Points.com, the world's leading reward program management portal, announced today that Christopher E.M. Payne has resigned from the Company's Board of Directors. According to its rights under the Debenture, CIBC has the right to nominate a replacement Director. About Points International Ltd. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can exchange points and miles between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Asia Miles(R), and Priority Club(R) Rewards. THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE Web site: http://www.points.com / FOR FURTHER INFORMATION Investor Relations, Steve Yuzpe, Chief Financial Officer, +1-416-596-6382, steve.yuzpe@points.com, or Business Development Inquiries, Christopher Barnard, President, +1-416-596-6381, christopher.barnard@points.com, both of Points International Ltd. or Ed Lewis of CEOcast, Inc., +1-212-732-4300, elewis@ceocast.com, for Points International

(POINTS INTERNATIONAL LTD LOG0) POINTS INTERNATIONAL LTD. OPTIONS EXERCISED INSIDERS INCREASE DIRECT OWNERSHIP POSITION THROUGH ACQUISITION OF 1.475 MILLION SHARES TORONTO, February 22nd, 2005 - POINTS INTERNATIONAL LTD. (: PTS, OTCBB: PTSEF), the owner and operator of Points.com, the world's leading reward program management portal, announced today that 1,727,000 options have been recently exercised of which 1.475 million options were exercised by Company insiders and executives. The options exercised by Company insiders and executives were granted on February 14th, 2000 and were otherwise set to expire on February 14th,2005. Of the 1,727,000 options exercised, 1,702,000 were exercised in 2005 and 25,000 were exercised in 2004. The Company raised $863,500 in total. ABOUT POINTS INTERNATIONAL LTD.

Exhibit 99.39 CHRISTOPHER PAYNE RESIGNS FROM POINTS INTERNATIONAL'S BOARD OF DIRECTORS TORONTO, Mar 1 /CNW/ -- Points International Ltd. (TSX: PTS; OTC: PTSEF), the owner and operator of Points.com, the world's leading reward program management portal, announced today that Christopher E.M. Payne has resigned from the Company's Board of Directors. According to its rights under the Debenture, CIBC has the right to nominate a replacement Director. About Points International Ltd. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can exchange points and miles between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Asia Miles(R), and Priority Club(R) Rewards. THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE Web site: http://www.points.com / FOR FURTHER INFORMATION Investor Relations, Steve Yuzpe, Chief Financial Officer, +1-416-596-6382, steve.yuzpe@points.com, or Business Development Inquiries, Christopher Barnard, President, +1-416-596-6381, christopher.barnard@points.com, both of Points International Ltd. or Ed Lewis of CEOcast, Inc., +1-212-732-4300, elewis@ceocast.com, for Points International

(POINTS INTERNATIONAL LTD LOG0) POINTS INTERNATIONAL LTD. OPTIONS EXERCISED INSIDERS INCREASE DIRECT OWNERSHIP POSITION THROUGH ACQUISITION OF 1.475 MILLION SHARES TORONTO, February 22nd, 2005 - POINTS INTERNATIONAL LTD. (: PTS, OTCBB: PTSEF), the owner and operator of Points.com, the world's leading reward program management portal, announced today that 1,727,000 options have been recently exercised of which 1.475 million options were exercised by Company insiders and executives. The options exercised by Company insiders and executives were granted on February 14th, 2000 and were otherwise set to expire on February 14th,2005. Of the 1,727,000 options exercised, 1,702,000 were exercised in 2005 and 25,000 were exercised in 2004. The Company raised $863,500 in total. ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can exchange points and miles between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Asia Miles(R), and Priority Club(R) Rewards. +++

(POINTS INTERNATIONAL LTD LOG0) POINTS INTERNATIONAL LTD. OPTIONS EXERCISED INSIDERS INCREASE DIRECT OWNERSHIP POSITION THROUGH ACQUISITION OF 1.475 MILLION SHARES TORONTO, February 22nd, 2005 - POINTS INTERNATIONAL LTD. (: PTS, OTCBB: PTSEF), the owner and operator of Points.com, the world's leading reward program management portal, announced today that 1,727,000 options have been recently exercised of which 1.475 million options were exercised by Company insiders and executives. The options exercised by Company insiders and executives were granted on February 14th, 2000 and were otherwise set to expire on February 14th,2005. Of the 1,727,000 options exercised, 1,702,000 were exercised in 2005 and 25,000 were exercised in 2004. The Company raised $863,500 in total. ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can exchange points and miles between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Asia Miles(R), and Priority Club(R) Rewards. +++ SOURCE: Points International Ltd (TSX Exchange: PTS) THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE FOR POINTS INTERNATIONAL: INVESTOR RELATIONS Steve Yuzpe Chief Financial Officer, Points International Ltd. Direct: +1 416 596-6382 Email: steve.yuzpe@points.com Or CEOcast, Inc. for Points International Ed Lewis, 212-732-4300 mwachs@ceocast.com

BUSINESS DEVELOPMENT INQUIRIES Christopher Barnard, President, Points International Ltd. Direct: +1 416 596-6381 Email: christopher.barnard@points.com

Exhibit 99.41 (POINTS INTERNATIONAL LTD LOG0) POINTS INTERNATIONAL LTD. AND INTRAWEST CORPORATION ESTABLISH PARTNERSHIP AGREEMENT

BUSINESS DEVELOPMENT INQUIRIES Christopher Barnard, President, Points International Ltd. Direct: +1 416 596-6381 Email: christopher.barnard@points.com

Exhibit 99.41 (POINTS INTERNATIONAL LTD LOG0) POINTS INTERNATIONAL LTD. AND INTRAWEST CORPORATION ESTABLISH PARTNERSHIP AGREEMENT TORONTO, January 5th, 2004 - POINTS INTERNATIONAL LTD. (TSX: PTS), owner and operator of Points.com, the world's leading reward program management portal, announced today an agreement with Intrawest Corporation (NYSE: IDR, TSX: ITW), the leading developer and operator of village-centered destination resorts across North America. The agreement with Intrawest will provide Points.com's members with the ability to exchange the miles and points from their favorite loyalty programs for gift certificates that can be used at many Intrawest owned and/or operated ski or golf resorts. This agreement also gives Points.com the ability to reach Intrawest's members through resort publications and other communication channels. "Intrawest Corporation is a well recognized and respected brand and represents a new and exciting opportunity for us to add breadth to the Points.com business," said Rob MacLean, CEO of Points International Ltd. "With ski and golf resort destinations throughout North America, Intrawest provides both American and Canadian Points.com members with a unique redemption opportunity for their loyalty program points and miles." ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can exchange points and miles between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Asia Miles(R), and Priority Club(R) Rewards. ABOUT INTRAWEST CORPORATION Intrawest Corporation is one of the world's leading destination resort and adventure travel companies. Intrawest has interests in 10 mountain resorts in North America's most popular mountain destinations, including Whistler Blackcomb, a host venue for the 2010 Winter Olympic and Paralympic Games. The company owns Canadian Mountain Holidays, the largest heli-skiing operation in the world, and a 67 percent interest in Abercrombie & Kent, the world leader in luxury adventure travel. The Intrawest network also includes Sandestin Golf and Beach Resort in Florida and Club Intrawest - a private resort club with nine locations throughout North America. Intrawest is developing five additional resort village developments at locations in North America and Europe. Intrawest is headquartered in Vancouver, British Columbia. For more information, visit www.intrawest.com.

+++ SOURCE: Points International Ltd (TSX Exchange: PTS) THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE FOR POINTS INTERNATIONAL:

Exhibit 99.41 (POINTS INTERNATIONAL LTD LOG0) POINTS INTERNATIONAL LTD. AND INTRAWEST CORPORATION ESTABLISH PARTNERSHIP AGREEMENT TORONTO, January 5th, 2004 - POINTS INTERNATIONAL LTD. (TSX: PTS), owner and operator of Points.com, the world's leading reward program management portal, announced today an agreement with Intrawest Corporation (NYSE: IDR, TSX: ITW), the leading developer and operator of village-centered destination resorts across North America. The agreement with Intrawest will provide Points.com's members with the ability to exchange the miles and points from their favorite loyalty programs for gift certificates that can be used at many Intrawest owned and/or operated ski or golf resorts. This agreement also gives Points.com the ability to reach Intrawest's members through resort publications and other communication channels. "Intrawest Corporation is a well recognized and respected brand and represents a new and exciting opportunity for us to add breadth to the Points.com business," said Rob MacLean, CEO of Points International Ltd. "With ski and golf resort destinations throughout North America, Intrawest provides both American and Canadian Points.com members with a unique redemption opportunity for their loyalty program points and miles." ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can exchange points and miles between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, S&H greenpoints, Asia Miles(R), and Priority Club(R) Rewards. ABOUT INTRAWEST CORPORATION Intrawest Corporation is one of the world's leading destination resort and adventure travel companies. Intrawest has interests in 10 mountain resorts in North America's most popular mountain destinations, including Whistler Blackcomb, a host venue for the 2010 Winter Olympic and Paralympic Games. The company owns Canadian Mountain Holidays, the largest heli-skiing operation in the world, and a 67 percent interest in Abercrombie & Kent, the world leader in luxury adventure travel. The Intrawest network also includes Sandestin Golf and Beach Resort in Florida and Club Intrawest - a private resort club with nine locations throughout North America. Intrawest is developing five additional resort village developments at locations in North America and Europe. Intrawest is headquartered in Vancouver, British Columbia. For more information, visit www.intrawest.com.

+++ SOURCE: Points International Ltd (TSX Exchange: PTS) THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE FOR POINTS INTERNATIONAL: INVESTOR RELATIONS Steve Yuzpe Chief Financial Officer, Points International Ltd. Direct: +1 416 596-6382 Email: steve.yuzpe@points.com Or

+++ SOURCE: Points International Ltd (TSX Exchange: PTS) THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE FOR POINTS INTERNATIONAL: INVESTOR RELATIONS Steve Yuzpe Chief Financial Officer, Points International Ltd. Direct: +1 416 596-6382 Email: steve.yuzpe@points.com Or Ed Lewis CEOcast, Inc. for Points International Michael Wachs, 212-732-4300 elewis@ceocast.com BUSINESS DEVELOPMENT INQUIRIES Christopher Barnard, President, Points International Ltd. Direct: +1 416 596-6381 Email: christopher.barnard@points.com

Exhibit 99.42 (POINTS.COM LOGO) GET MORE REWARDS, FASTER(TM) POINTS INTERNATIONAL LTD. SELECTS SPENCER FRANCEY PETERS (SFP) TO DEVELOP NEW BRAND IDENTITY FOR POINTS.COM TORONTO, ONTARIO - January 5th, 2004 - POINTS INTERNATIONAL LTD. (TSX: PTS), owner and operator of Points.com, the world's leading reward program management portal, is pleased to announce that Spencer Francey Peters, one of Canada's leading branding and design agencies, will develop the new corporate and brand identity for Points.com. The agreement initiated in September 2004 will encompass a complete revamping of the Points.com corporate identity including a new logo, the creation of a unique brand character, along with the launch of the new Points.com Web site in the spring of 2005. "We are truly thrilled by the opportunity to work with Points.com because it is a really deep consumer play, and they are willing to try new things," says Peter Francey, president, Spencer Francey Peters. "We are very excited at the opportunity to work with SFP on the re-launch of Points.com," says Grad Conn, chief marketing officer of Points.com. "Spencer Francey Peters has an outstanding reputation along with a great knowledge and understanding of the travel category." ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can exchange points and miles between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, and Priority Club(R) Rewards.

Exhibit 99.42 (POINTS.COM LOGO) GET MORE REWARDS, FASTER(TM) POINTS INTERNATIONAL LTD. SELECTS SPENCER FRANCEY PETERS (SFP) TO DEVELOP NEW BRAND IDENTITY FOR POINTS.COM TORONTO, ONTARIO - January 5th, 2004 - POINTS INTERNATIONAL LTD. (TSX: PTS), owner and operator of Points.com, the world's leading reward program management portal, is pleased to announce that Spencer Francey Peters, one of Canada's leading branding and design agencies, will develop the new corporate and brand identity for Points.com. The agreement initiated in September 2004 will encompass a complete revamping of the Points.com corporate identity including a new logo, the creation of a unique brand character, along with the launch of the new Points.com Web site in the spring of 2005. "We are truly thrilled by the opportunity to work with Points.com because it is a really deep consumer play, and they are willing to try new things," says Peter Francey, president, Spencer Francey Peters. "We are very excited at the opportunity to work with SFP on the re-launch of Points.com," says Grad Conn, chief marketing officer of Points.com. "Spencer Francey Peters has an outstanding reputation along with a great knowledge and understanding of the travel category." ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can exchange points and miles between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's leading reward programs including Delta SkyMiles(R), eBay Anything Points, American Airlines AAdvantage(R) program, and Priority Club(R) Rewards. ABOUT SPENCER FRANCEY PETERS SFP is one of Canada's leading branding and design agencies. Established in 1977, the company specializes in brand strategy, naming and identity development, communications design, digital media and proprietary brand management tools. SFP is part of the Cundari Group of Companies, which includes Cundari Integrated Advertising, Cundari Health and Cundari PR. For more information, please visit www.sfpinc.com. +++ SOURCE: Points International Ltd (TSX Exchange: PTS)

THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE FOR POINTS INTERNATIONAL: INVESTOR RELATIONS Steve Yuzpe Chief Financial Officer, Points International Ltd. Direct: +1 416 596-6382 Email: steve.yuzpe@points.com OR Michael Wachs

THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE FOR POINTS INTERNATIONAL: INVESTOR RELATIONS Steve Yuzpe Chief Financial Officer, Points International Ltd. Direct: +1 416 596-6382 Email: steve.yuzpe@points.com OR Michael Wachs CEOcast, Inc. for Points International Michael Wachs, 212-732-4300 mwachs@ceocast.com BUSINESS DEVELOPMENT INQUIRIES Christopher Barnard, President, Points International Ltd. Direct: +1 416 596-6381 Email: christopher.barnard@points.com

Exhibit 99.43 (POINTS INTERNATIONAL LTD LOG0) POINTS INTERNATIONAL AND DELTA AIR LINES EXPAND RELATIONSHIP WITH NEW MILEAGE TRANSFER PROGRAM TORONTO - November 17th, 2004 - POINTS INTERNATIONAL LTD. (TSX: PTS), owner and operator of Points.com, the world's leading reward program portal, is pleased to announce an agreement with Delta Air Lines' (NYSE: DAL) SkyMiles(R) program, one of the world's leading airline loyalty programs. Revolutionary Points.com Business Solutions technology now powers the online transfer of miles between SkyMiles program member accounts. Members can transfer miles at delta.com/transfermiles. Full terms and conditions are available at the website. "We are very pleased to work with Delta Air Lines to enhance their SkyMiles program," said Rob MacLean, CEO of Points International Ltd. "Delta has participated in the Points.com program since December 2001, and they also utilize our technology to enable their members to purchase miles from Delta as gifts and for employee and customer incentives. This relationship continues to offer great benefits to SkyMiles program members while also adding new revenue streams for both Delta and Points International." "Points International's powerful and effective solutions have enabled us to expand our offerings to SkyMiles program members," said Christine Pierce, Delta's director of Partnership Marketing. "Delta and SkyMiles program members benefit greatly from our relationship with Points International, and we will continue to explore additional opportunities to work together." ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can exchange points and miles between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's most important reward programs, including industry leaders Delta Air Lines (SkyMiles(R)), eBay (Anything Points), American Airlines (the AAdvantage(R) program), InterContinental Hotels (Priority Club(R) Rewards), and Starbucks.

Exhibit 99.43 (POINTS INTERNATIONAL LTD LOG0) POINTS INTERNATIONAL AND DELTA AIR LINES EXPAND RELATIONSHIP WITH NEW MILEAGE TRANSFER PROGRAM TORONTO - November 17th, 2004 - POINTS INTERNATIONAL LTD. (TSX: PTS), owner and operator of Points.com, the world's leading reward program portal, is pleased to announce an agreement with Delta Air Lines' (NYSE: DAL) SkyMiles(R) program, one of the world's leading airline loyalty programs. Revolutionary Points.com Business Solutions technology now powers the online transfer of miles between SkyMiles program member accounts. Members can transfer miles at delta.com/transfermiles. Full terms and conditions are available at the website. "We are very pleased to work with Delta Air Lines to enhance their SkyMiles program," said Rob MacLean, CEO of Points International Ltd. "Delta has participated in the Points.com program since December 2001, and they also utilize our technology to enable their members to purchase miles from Delta as gifts and for employee and customer incentives. This relationship continues to offer great benefits to SkyMiles program members while also adding new revenue streams for both Delta and Points International." "Points International's powerful and effective solutions have enabled us to expand our offerings to SkyMiles program members," said Christine Pierce, Delta's director of Partnership Marketing. "Delta and SkyMiles program members benefit greatly from our relationship with Points International, and we will continue to explore additional opportunities to work together." ABOUT POINTS INTERNATIONAL LTD. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can exchange points and miles between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's most important reward programs, including industry leaders Delta Air Lines (SkyMiles(R)), eBay (Anything Points), American Airlines (the AAdvantage(R) program), InterContinental Hotels (Priority Club(R) Rewards), and Starbucks. ABOUT DELTA'S SKYMILES PROGRAM Delta SkyMiles program members earn miles by flying Delta, Song, Delta Shuttle, Delta Connection, Delta AirElite and Delta's worldwide partners, including Northwest Airlines, Continental Airlines and the airline's other SkyTeam partners. The program offers additional mileage-building opportunities through SkyMiles

partners such as the Delta SkyMiles Credit Card from American Express, EarthLink Internet services, participating hotels, car rental companies, telecommunication services, restaurants, floral purchases and financial, mortgage and realty services. Miles may be redeemed for upgrades, Crown Room Club memberships and Award Travel to more than 400 worldwide destinations. ABOUT DELTA AIR LINES Delta Air Lines is proud to celebrate its 75th anniversary in 2004. Delta is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 496 destinations in 88 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. Delta's marketing alliances allow customers to earn and redeem frequent flier miles on more than 14,000 flights offered by SkyTeam and other partners. Delta is a founding member of SkyTeam, a global airline alliance that provides customers with extensive worldwide destinations, flights and services. For more information, please visit delta.com. +++

partners such as the Delta SkyMiles Credit Card from American Express, EarthLink Internet services, participating hotels, car rental companies, telecommunication services, restaurants, floral purchases and financial, mortgage and realty services. Miles may be redeemed for upgrades, Crown Room Club memberships and Award Travel to more than 400 worldwide destinations. ABOUT DELTA AIR LINES Delta Air Lines is proud to celebrate its 75th anniversary in 2004. Delta is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 496 destinations in 88 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. Delta's marketing alliances allow customers to earn and redeem frequent flier miles on more than 14,000 flights offered by SkyTeam and other partners. Delta is a founding member of SkyTeam, a global airline alliance that provides customers with extensive worldwide destinations, flights and services. For more information, please visit delta.com. +++ Source: Points International Ltd (TSX Exchange: PTS) THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE For information or questions regarding Delta's SkyMiles program, please contact April Jordin, 404 287 8069 or Stephanie Fitzsimmons, 404 724 2509 For investor relations, partnerships and other inquiries: Christopher Barnard, President, Points International, +1 416 596-6381, christopher.barnard@points.com

Exhibit 99.44 (POINTS INTERNATIONAL LTD LOG0) POINTS INTERNATIONAL LTD. REPORTS 2004 THIRD QUARTER RESULTS New partner relationships and development of consumer enhancements position company for growth TORONTO, NOVEMBER 10, 2004 - Points International Ltd. (TSX: PTS, OTC: PTSEF), operator of the world's leading reward program management portal - at www.points.com - reported financial results for the third quarter and nine months ended September 30, 2004. The Company reported revenues of $1.98 million in the 2004 third quarter, an increase of 20% versus $1.65 million during the same period in 2003. New business established in both the second and third quarters, as well as price increases for consumer activity implemented at the end of the third quarter, contributed to the increase in revenue, and are expected to generate revenue growth in subsequent periods. Points powered the cumulative online exchange, sale and transfer of 6.5 billion points and miles, up from 5.3 billion at the end of the third quarter of 2004 and 3.0 billion at 2003 year end. "Points.com continued its successful strategy of establishing partner relationships with the world's most important and successful loyalty program operators," noted CEO Rob MacLean. "New relationships launched or announced in the third and early fourth quarter include partners such as British Airways, Prime Hospitality, Goldpoints, Frontier Airlines and Hawaiian Airlines." Several new partners will be joining Points.com and/or launching additional private branded solutions with Points.com in the fourth quarter, including the previously announced relationship with Frontier Airlines. These new partners are expected to increase the number of transactions we perform and grow traffic significantly." In addition to ongoing efforts to establish additional partner relationships, the third quarter saw the company begin development on the next version of its consumer experience at the website www.points.com. In the second

Exhibit 99.44 (POINTS INTERNATIONAL LTD LOG0) POINTS INTERNATIONAL LTD. REPORTS 2004 THIRD QUARTER RESULTS New partner relationships and development of consumer enhancements position company for growth TORONTO, NOVEMBER 10, 2004 - Points International Ltd. (TSX: PTS, OTC: PTSEF), operator of the world's leading reward program management portal - at www.points.com - reported financial results for the third quarter and nine months ended September 30, 2004. The Company reported revenues of $1.98 million in the 2004 third quarter, an increase of 20% versus $1.65 million during the same period in 2003. New business established in both the second and third quarters, as well as price increases for consumer activity implemented at the end of the third quarter, contributed to the increase in revenue, and are expected to generate revenue growth in subsequent periods. Points powered the cumulative online exchange, sale and transfer of 6.5 billion points and miles, up from 5.3 billion at the end of the third quarter of 2004 and 3.0 billion at 2003 year end. "Points.com continued its successful strategy of establishing partner relationships with the world's most important and successful loyalty program operators," noted CEO Rob MacLean. "New relationships launched or announced in the third and early fourth quarter include partners such as British Airways, Prime Hospitality, Goldpoints, Frontier Airlines and Hawaiian Airlines." Several new partners will be joining Points.com and/or launching additional private branded solutions with Points.com in the fourth quarter, including the previously announced relationship with Frontier Airlines. These new partners are expected to increase the number of transactions we perform and grow traffic significantly." In addition to ongoing efforts to establish additional partner relationships, the third quarter saw the company begin development on the next version of its consumer experience at the website www.points.com. In the second quarter of 2005, several significant changes to the Points.com consumer experience will be launched. The company is working closely with its partners, and industry experts, on the development of the next version of the Points.com website, which represents a major enhancement in the relationship with both reward program partners and consumers. Today, the consumer interacts with a site that centers on a single feature: Exchange. The new Points.com website will broaden its offerings, and present each consumer with a personalized view of their reward program universe. "As a result of this personalized view, Points.com will help consumers realize more value from their favorite programs, and "Get More Rewards, Faster(TM)". This is accomplished by adding new mile and point management tools such as ways to purchase and earn more miles or points in their favorite programs. In addition, the system will be driven by an Amazon-style associative relevance suggestion engine that will use the consumer's unique program, reward goals and point Page 1 of 13

balance mix to suggest ways to use the earn, buy and exchange tools to "Get More Rewards, Faster(TM)", stated Mr. MacLean The result of these changes is the evolution of Points.com to a "reward management portal", providing a more comprehensive and engaging consumer experience. This reward program management utility will add new revenue streams to the Points.com business model, including a focus on subscription membership. Management anticipates accessing significant revenue streams from the additional functionality on the site. Investment is well underway, and these changes will be phased in over the course of 2005, with monthly releases beginning in the second quarter. During the second quarter, Points.com users will immediately notice a new look

balance mix to suggest ways to use the earn, buy and exchange tools to "Get More Rewards, Faster(TM)", stated Mr. MacLean The result of these changes is the evolution of Points.com to a "reward management portal", providing a more comprehensive and engaging consumer experience. This reward program management utility will add new revenue streams to the Points.com business model, including a focus on subscription membership. Management anticipates accessing significant revenue streams from the additional functionality on the site. Investment is well underway, and these changes will be phased in over the course of 2005, with monthly releases beginning in the second quarter. During the second quarter, Points.com users will immediately notice a new look and feel, reflecting the more consumer-focused approach. Over the course of the spring and summer, Points.com will add purchase, earn, and suggestion functionality. In the second half of 2005, management will begin driving significant consumer traffic to the new Points.com website to leverage the site's ongoing evolution. Third quarter highlights include: - Strong recurring revenues, as 92% of Points.com's revenues were recurring. - General and administrative expenses were $2.91 million for the quarter, up from $2.16 million in 2003 and down from $3.10 million in the second quarter of 2004. As Points continues to enhance the consumer functionality of Points.com, general and administrative expenses in the fourth quarter are likely to be marginally higher than the third quarter of 2004. - Loss before interest, amortization and other deductions ("EBITDA") was reduced to ($926,256) for the third quarter of 2004 compared with ($1.07 million) in the prior quarter and ($513,413) for the same period in 2003. - The period net loss decreased to ($2.0 million) compared with ($2.15 million) in the prior quarter, and ($1.63 million) for the previous year. - Cash was $15.25 million at quarter-end, compared to $18.43 million in the prior quarter. Decreased cash is attributed to a lower foreign exchange rate, decreased deposits and the operating loss for the third quarter. - As at quarter-end, Points.com's activity continued to demonstrate strong growth as there was a 186% increase in points transacted versus the year earlier period. This represented a record level of transactions. - The transaction size of each exchange increased to 18,041 points per exchange, up from 15,663 in the third quarter of 2003, and 15,060 in the prior quarter. The company expects that the fourth quarter and year-end results will be released on or about March 10, 2005. Page 2 of 13

About Points International Ltd. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can exchange points and miles between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's most important reward programs, including industry leaders American Airlines (the AAdvantage(R) program), Delta Air Lines (SkyMiles(R)), eBay (Anything Points), InterContinental Hotels (Priority Club(R) Rewards), and Starbucks. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.
Contacts: For investor relations: Steve Yuzpe, CFO (416) 596-6382

For partnerships and other inquiries: Christopher Barnard, President (416) 596-6381

About Points International Ltd. Points International Ltd. is the owner and operator of Points.com, the world's leading reward program management portal. At Points.com consumers can exchange points and miles between reward programs so that they can Get More Rewards, Faster(TM). Points.com has attracted over 40 of the world's most important reward programs, including industry leaders American Airlines (the AAdvantage(R) program), Delta Air Lines (SkyMiles(R)), eBay (Anything Points), InterContinental Hotels (Priority Club(R) Rewards), and Starbucks. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.
Contacts: For investor relations: Steve Yuzpe, CFO (416) 596-6382 steve.yuzpe@points.com Ed Lewis CEOcast, Inc. for Points International (212) 732-4300 elewis@ceocast.com

For partnerships and other inquiries: Christopher Barnard, President (416) 596-6381 christopher.barnard@points.com.

THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE ATTACHMENT: POINTS INTERNATIONAL LTD. EXCERPTS FROM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Page 3 of 13

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2004 Page 4 of 13

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
September 30, 2004 ------------December 31, 2003 ------------

AS AT ----ASSETS CURRENT Cash and cash equivalents

15,251,307

20,274,836

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2004 Page 4 of 13

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
September 30, 2004 ------------December 31, 2003 ------------

AS AT ----ASSETS CURRENT Cash and cash equivalents

15,251,307

20,274,836

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
September 30, 2004 ------------December 31, 2003 ------------

AS AT ----ASSETS CURRENT Cash and cash equivalents Accounts receivable Prepaid and sundry assets

15,251,307 1,196,865 1,228,039 ----------17,676,211 161,629 1,700,903 8,705,708 2,375,793 590,000 ----------13,534,032 $31,210,243 ===========

20,274,836 1,004,370 825,221 ----------22,104,427 161,629 513,723 1,320,692 2,790,816 590,000 ----------5,376,859 $27,481,286 ===========

LONG-TERM INVESTMENTS PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS DEFERRED COSTS FUTURE INCOME TAXES RECOVERABLE

Page 5 of 13

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
September 30, 2004 ------------December 31, 2003 ------------

AS AT ----LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of loan payable Current portion of acquisition loan payable

1,199,546 12,974,925 29,860 1,174,921 -----------15,379,252 72,163 380,118 8,694,714 13,675,478 -----------38,201,725 ------------

1,187,598 10,455,646 -------------11,643,244 --8,036,372 13,024,478 -----------32,704,094 ------------

LOAN PAYABLE ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK WARRANTS RETAINED EARNINGS 22,057,996 2,743,957 (31,793,434) -----------(6,991,482) -----------$ 31,210,243 ============ 17,728,461 2,785,737 (25,737,007) -----------(5,222,809) -----------$ 27,481,286 ============

Page 6 of 13

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
September 30, 2004 ------------December 31, 2003 ------------

AS AT ----LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of loan payable Current portion of acquisition loan payable

1,199,546 12,974,925 29,860 1,174,921 -----------15,379,252 72,163 380,118 8,694,714 13,675,478 -----------38,201,725 ------------

1,187,598 10,455,646 -------------11,643,244 --8,036,372 13,024,478 -----------32,704,094 ------------

LOAN PAYABLE ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK WARRANTS RETAINED EARNINGS 22,057,996 2,743,957 (31,793,434) -----------(6,991,482) -----------$ 31,210,243 ============ 17,728,461 2,785,737 (25,737,007) -----------(5,222,809) -----------$ 27,481,286 ============

Page 6 of 13

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
9 Month Period ----------------------------Jan-Sep 30/04 Jan-Sep 30/03 ------------------------5,426,681 201,961 -----------5,628,642 8,654,946 -----------(3,026,304) -----------658,342 651,000 72,448 1,648,334 -----------3,030,123 ============ (6,056,427) -----------(25,737,007) $ 4,166,147 243,179 -----------4,409,326 5,378,154 -----------(968,828) -----------495,000 407,478 9,537 2,049,372 -----------2,961,386 ============ (3,930,215) -----------(19,200,816) $ 3 Month Period -----------------------Jul-Sep 30/04 Jul-Sep -------------------1,945,599 33,343 -----------1,978,942 2,905,198 -----------(926,256) -----------225,659 217,000 1,745 631,105 -----------1,075,509 ============ (2,001,764) -----------(29,791,670) $ 1,539 107 -------1,647 2,160 -------(513 -------165 217 2 730 -------1,114 ======== (1,628 -------(21,502 $

FOR THE PERIOD ENDED SEPTEMBER 30, 2004 --------------------------------------REVENUES Points operations Interest income

GENERAL AND ADMINISTRATION LOSS- Before interest, amortization and other items

Interest on Convertible Debenture Interest on Series Two Preferred Shares Interest and Bank Charges Amortization of Capital & Intangible Assets and Deferred Costs

LOSS DEFICIT - Beginning of period

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
9 Month Period ----------------------------Jan-Sep 30/04 Jan-Sep 30/03 ------------------------5,426,681 201,961 -----------5,628,642 8,654,946 -----------(3,026,304) -----------658,342 651,000 72,448 1,648,334 -----------3,030,123 ============ (6,056,427) -----------(25,737,007) (31,793,434) -----------($0.09) ============ $ 4,166,147 243,179 -----------4,409,326 5,378,154 -----------(968,828) -----------495,000 407,478 9,537 2,049,372 -----------2,961,386 ============ (3,930,215) -----------(19,200,816) (23,131,031) -----------($0.07) ============ $ 3 Month Period -----------------------Jul-Sep 30/04 Jul-Sep -------------------1,945,599 33,343 -----------1,978,942 2,905,198 -----------(926,256) -----------225,659 217,000 1,745 631,105 -----------1,075,509 ============ (2,001,764) -----------(29,791,670) (31,793,434) -----------($0.03) ============ $ 1,539 107 -------1,647 2,160 -------(513 -------165 217 2 730 -------1,114 ======== (1,628 -------(21,502 (23,131 -------($ ======== $

FOR THE PERIOD ENDED SEPTEMBER 30, 2004 --------------------------------------REVENUES Points operations Interest income

GENERAL AND ADMINISTRATION LOSS- Before interest, amortization and other items

Interest on Convertible Debenture Interest on Series Two Preferred Shares Interest and Bank Charges Amortization of Capital & Intangible Assets and Deferred Costs

LOSS DEFICIT - Beginning of period DEFICIT - End of period LOSS PER SHARE (Note 2)

Page 7 of 13

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
9 Month Period ----------------------------Jan-Sep 30/04 Jan-Sep 30/03 ------------------------($6,056,427) ($3,930,215) ------Jul-Sep ------($2,00

FOR THE PERIOD ENDED SEPTEMBER 30, 2004 --------------------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net Loss Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs Amortization of intangible assets Cancellation of warrants issued for services Interest on Series Two Preferred Shares Interest accrued on convertible debenture

Changes in non-cash balances related to operations (Note 6 (a)) CASH FLOWS USED IN OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment, net of proceeds Purchase of intangible assets Payments for the acquisition of MilePoint, Inc. Costs related to the acquisition of MilePoint, Inc. (Note 7)

229,125 467,934 951,275 (1,167) 651,000 658,342 -----------(3,099,918) 1,812,985 -----------(1,286,934) -----------(1,416,305) (96,646) (1,900,000) (784,608) ------------

1,162,453 319,766 567,150 407,478 495,000 -----------(978,368) 778,853 -----------(199,515) -----------(234,774) (118,155) -------------

8 14 41 21 22 ------(92 (1,33 ------(2,26 ------(66 (7 (33 -------

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
9 Month Period ----------------------------Jan-Sep 30/04 Jan-Sep 30/03 ------------------------($6,056,427) ($3,930,215) ------Jul-Sep ------($2,00

FOR THE PERIOD ENDED SEPTEMBER 30, 2004 --------------------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net Loss Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs Amortization of intangible assets Cancellation of warrants issued for services Interest on Series Two Preferred Shares Interest accrued on convertible debenture

Changes in non-cash balances related to operations (Note 6 (a)) CASH FLOWS USED IN OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment, net of proceeds Purchase of intangible assets Payments for the acquisition of MilePoint, Inc. Costs related to the acquisition of MilePoint, Inc. (Note 7) CASH FLOWS USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Warrants Issuance of Series Two Preferred Share Loan payable Deferred financing costs Repayment of obligations under capital leases Issuance of capital stock, net of share issue costs CASH FLOWS PROVIDED BY FINANCING ACTIVITIES INCREASE (DECREASE) IN CASH CASH AND CASH EQUIVALENTS - Beginning of period CASH AND CASH EQUIVALENTS - End of period

229,125 467,934 951,275 (1,167) 651,000 658,342 -----------(3,099,918) 1,812,985 -----------(1,286,934) -----------(1,416,305) (96,646) (1,900,000) (784,608) -----------(4,197,558) -------------102,023 70,018 -288,921 -----------460,963 -----------(5,023,529) 20,274,836 -----------$ 15,251,307 ============

1,162,453 319,766 567,150 407,478 495,000 -----------(978,368) 778,853 -----------(199,515) -----------(234,774) (118,155) ------------(352,929) -----------2,700,000 12,400,000 -(717,048) (252,230) 913,309 -----------15,044,031 -----------14,491,587 7,341,700 -----------$ 21,833,287 ============

8 14 41 21 22 ------(92 (1,33 ------(2,26 ------(66 (7 (33 ------(1,07 -------

10

5 ------16 ------(3,17 18,42 ------$ 15,25 =======

POINTS INTERNATIONAL LTD. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2004 1. Accounting policies The company's interim financial statements have been prepared using accounting policies consistent with those used for the preparation of its annual financial statements. These interim financial statements should be read in conjunction with the company's 2003 audited consolidated financial statements. These financial statements contain all adjustments which management believes necessary for fair presentation of the financial position, results of operations and cash flows. a. Basis of presentation The consolidated financial statements include the accounts of the Company and from their respective dates of acquisition of control or formation of its wholly owned subsidiaries. All inter-company transactions and amounts

POINTS INTERNATIONAL LTD. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2004 1. Accounting policies The company's interim financial statements have been prepared using accounting policies consistent with those used for the preparation of its annual financial statements. These interim financial statements should be read in conjunction with the company's 2003 audited consolidated financial statements. These financial statements contain all adjustments which management believes necessary for fair presentation of the financial position, results of operations and cash flows. a. Basis of presentation The consolidated financial statements include the accounts of the Company and from their respective dates of acquisition of control or formation of its wholly owned subsidiaries. All inter-company transactions and amounts have been eliminated on consolidation. b. Goodwill Goodwill represents the excess of the purchase price of acquired companies over the estimated fair value of the tangible and intangible net assets acquired. Goodwill is not amortized. The company currently compares the carrying amount of the goodwill to the fair value, at least annually, and recognizes in net income any impairment in value. c. Intangible assets Intangible assets represent the fair value of contracts acquired by the company on MilePoint, Inc, acquisition. The carrying value of these contracts will be amortized on a straight-line basis over the life of the contracts. 2. Loss per share a) Loss per share Loss per share is calculated on the basis of the weighted average number of common shares outstanding for the nine months ended September 30, 2004 that amounted to 65,810,352 shares (September 30, 2003 56,773,936). b) Fully-diluted loss per share The fully-diluted loss per share has not been computed, as the effect would be anti-dilutive.

3. Segmented information Reportable segments: The company has only one operating segment whose operating results are regularly reviewed by the company's chief operating decision maker and for which complete and discrete financial information is available. The company's business is carried on in the industry of loyalty program asset management. The attached consolidated balance sheets as at September 30, 2004 and December 31, 2003 present the financial position of this segment. The continuing operations reflected on the attached consolidated statements of operations are those of this operating segment. Enterprise-wide disclosures: $5,204,733 (September 30, 2003 - $4,110,915) of the company's revenues were generated in the U.S. for the nine month period, with the remaining revenues generated in Canada, Europe and Asia. A significant majority of the company's assets are located in Canada. 4. Economic dependence

3. Segmented information Reportable segments: The company has only one operating segment whose operating results are regularly reviewed by the company's chief operating decision maker and for which complete and discrete financial information is available. The company's business is carried on in the industry of loyalty program asset management. The attached consolidated balance sheets as at September 30, 2004 and December 31, 2003 present the financial position of this segment. The continuing operations reflected on the attached consolidated statements of operations are those of this operating segment. Enterprise-wide disclosures: $5,204,733 (September 30, 2003 - $4,110,915) of the company's revenues were generated in the U.S. for the nine month period, with the remaining revenues generated in Canada, Europe and Asia. A significant majority of the company's assets are located in Canada. 4. Economic dependence For the nine-month period ended September 30, 2004, approximately 46% of the company's revenues are from its two largest customers (65% at September 30, 2003). In addition, as at September 30, 2004, 64% of the company's deposits are due to these customers (59% as at September 30, 2003). 5. Stock-based compensation Effective January 1, 2002 the company adopted CICA 3870 ("Stock-based Compensation and Other Stockbased Payments"). As permitted by CICA 3870 the company has applied this change prospectively for new awards granted on or after January 1, 2002. The company has chosen to recognize no compensation when stock options are granted to employees and directors under stock option plans with no cash settlement features. In periods prior to January 1, 2002 the company recognized no compensation when stock or stock options were issued to employees. Supplementary pro forma information regarding net income is required by CICA 3870 as if the company had accounted for its employee stock options granted after December 31, 2001 under the fair value method. During the quarter ended September 30, 2004, 510,000 options were issued to employees. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting periods. The company's pro forma net income under Canadian GAAP would be reduced [loss increased] by approximately $288,290 for the nine months ended September 30, 2004. Loss-per-share figures would not have changed.

6. Statement of Cash Flows a. Changes in non-cash balances related to operations are as follows:
THREE MONTHS ENDED SEPT 30, ------------------------2004 2003 --------------------$ 142,373 $ 189,234 $ 43,411 $ (52,506) $ (95,509) $ 268,358 $ (346,789) $(1,693,663) $(1,777,089) --------------------$(1,335,031) $(1,987,151) =========== =========== NINE MON SEP ----------2004 ---------$ (192,495) $ (402,819) $ (122,929) $ 11,948 $2,519,279 ---------$1,812,985 ==========

Decrease Decrease Decrease Increase Increase

(Increase) (Increase) (Increase) (Decrease) (Decrease)

in in in in in

accounts receivable prepaid and sundry assets deferred costs accounts payable and accrued liabilities deposits

b. Supplemental information Interest and taxes

6. Statement of Cash Flows a. Changes in non-cash balances related to operations are as follows:
THREE MONTHS ENDED SEPT 30, ------------------------2004 2003 --------------------$ 142,373 $ 189,234 $ 43,411 $ (52,506) $ (95,509) $ 268,358 $ (346,789) $(1,693,663) $(1,777,089) --------------------$(1,335,031) $(1,987,151) =========== =========== NINE MON SEP ----------2004 ---------$ (192,495) $ (402,819) $ (122,929) $ 11,948 $2,519,279 ---------$1,812,985 ==========

Decrease Decrease Decrease Increase Increase

(Increase) (Increase) (Increase) (Decrease) (Decrease)

in in in in in

accounts receivable prepaid and sundry assets deferred costs accounts payable and accrued liabilities deposits

b. Supplemental information Interest and taxes Interest of $72,488 was paid during the nine month period ended September 30, 2004. Interest of $194,408 was received during the nine month period ended September 30, 2004. No income taxes have been paid. Non-cash transactions Non-cash transactions for the nine months ended September 30, 2004 are as follows: (i) 406,954 shares of Points.com Inc. were acquired in exchange for 1,018,974 shares of the Corporation. (ii) 4,000,000 shares (valued at $4,000,000) of the Corporation were issued as part consideration in the acquisition of MilePoint, Inc. (see Note 7). (iii) $30,000 of revenue earned for hosting services provided was paid in loyalty currency. The currency was valued at the purchase price of the miles. The expense will be recognized as the currency is used. (iv) $82,044 of revenue earned for membership fees provided was paid in one week accommodation certificates. The certificates are valued at their average cost. The expense will be recognized as the accommodation certificates are used. (v) The Corporation received $107,905 of loyalty currency from a partner as reimbursement of a portion of the partner's direct expenses for the services provided by the Corporation. (vi) Interest of $5,062 was accrued on the acquisition of MilePoint, Inc. (vii) Interest of $658,342 was accrued on the convertible debenture. (viii) Interest of $651,000 was accrued on the Series Two Preferred.

c. Cash and cash equivalents consist of:
September 30, 2004 ------------$11,360,089 1,236,162 2,655,055 ----------15,251,307 December 31, 2003 -----------$ 9,046,701 9,627,468 1,600,667 ----------20,274,836

AS AT ----Cash Short -Term Investments Cash held by credit card processor Total

c. Cash and cash equivalents consist of:
September 30, 2004 ------------$11,360,089 1,236,162 2,655,055 ----------15,251,307 =========== December 31, 2003 -----------$ 9,046,701 9,627,468 1,600,667 ----------20,274,836 ===========

AS AT ----Cash Short -Term Investments Cash held by credit card processor Total

7. MilePoint Inc. Acquisition On March 31, 2004 Points acquired substantially all of the assets of MilePoint, Inc., a loyalty program technology provider and operator. The purchase price of $7.5 million was satisfied through a combination of $3.5 million in cash payable, without interest, over two years and four million common shares. The cost of the acquisition and the fair values assigned are as follows:
Intangibles Contracts with Partners Goodwill $ 225,000 3,455,062 4,559,584 ---------$8,239,646 ==========

Consideration: Cost of Transaction Capital Stock Issued Acquisition Loan Payable

$ 784,584 4,000,000 3,455,062 ---------$8,239,646 ==========

The acquired contracts with partners will be amortized over the life of the contracts. The goodwill and other intangibles will not be amortized; these will be reviewed annually and any permanent impairment will be recorded and charged to income in the year that the impairment has occurred. The loan payable, which has a face value of $3,500,000, is discounted to its fair value as it is non interest bearing and due over two years. 8. MilePoint Inc. Acquisition Payments Remaining payments under the terms of the acquisition loan payable are as follows:
Acquisition Loan Payable Current Portion Long-Term Portion Accretion of Interest Total

$1,174,921 380,118 44,961 ---------$1,600,000 ==========

Exhibit 99.45 (POINTS INTERNATIONAL LTD LOGO)

Exhibit 99.45 (POINTS INTERNATIONAL LTD LOGO) HAWAIIAN AIRLINE'S HAWAIIANMILES TEAMS WITH POINTS.COM; ADDED VALUE TO HAWAIIANMILES MEMBERS Toronto, September 8, 2004 - Points International Ltd. (TSX Venture Exchange: PTS) is pleased to announce an agreement with Hawaiian Airlines' HawaiianMiles Program. Through its Points Exchange(TM) technology solution, Points International is now facilitating the online exchange of HawaiianMiles. HawaiianMiles members now have the opportunity to consolidate their other loyalty currencies into HawaiianMiles or exchange their HawaiianMiles for the currencies of other loyalty programs in order to reach their reward goals faster. Members of Points.com have the added convenience of being able to earn, redeem, exchange, and manage their loyalty currencies in one place. "We are delighted that another world class airline has joined our Points Exchange(TM) said Rob MacLean, CEO of Points International. "The Hawaiian Airlines partnership is significant in that it illustrates the effectiveness of our strategic relationships with MilePoint and Sabre, with Hawaiian being a partner of both companies. We are enthusiastic about continuing to add partners to the Exchange as well as offering more specialized services for HawaiianMiles members in the future." HawaiianMiles has been called the most innovative frequent flyer program in Hawaii. HawaiianMiles can be earned by shopping at various stores, eating at restaurants throughout Hawaii, flying with Hawaiian Airlines, as well as through their partners. Some of their partners include America West and Alaska Airlines, all of which are partners with Points.com. "HawaiianMiles is a program that adds real value for the traveler, offering a multitude of ways to earn and use miles. Through Points.com, that value is now magnified many times over, as HawaiianMiles members now have access to all the other Points.com programs," said Rick Peterson, Sr. Director - E Business and Marketing Programs. ABOUT HAWAIIAN AIRLINES The nation's number one on-time airline, Hawaii's largest carrier is recognized as one of the best airlines in America. Business travelers recently surveyed by Conde Nast Traveler rated Hawaiian Airlines as having the best in-flight service and meals of any U.S. carrier. In addition, Hawaiian is ranked as the nation's fifth best airline overall by Travel + Leisure, ahead of every other carrier flying to Hawaii. Additional information on Hawaiian Airlines is available at www.HawaiianAir.com.

ABOUT POINTS INTERNATIONAL LTD Points International Ltd. operates the only independent loyalty points exchange - at www.points.com - allowing consumers to earn, redeem, exchange and manage their participating loyalty currencies to achieve the rewards they want faster. Points to date has attracted over 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage(R) program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan(R)), Delta Air Lines (Sky Miles(R)), Imperial Oil (Esso Extra), GiftCertificates.com(TM), Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles(R)), Starbucks and many more. For investor relations: Steve Yuzpe CFO, Points International +1 416 596-6382 STEVE.YUZPE@POINTS.COM Partnerships and other inquiries: Christopher Barnard

ABOUT POINTS INTERNATIONAL LTD Points International Ltd. operates the only independent loyalty points exchange - at www.points.com - allowing consumers to earn, redeem, exchange and manage their participating loyalty currencies to achieve the rewards they want faster. Points to date has attracted over 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage(R) program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan(R)), Delta Air Lines (Sky Miles(R)), Imperial Oil (Esso Extra), GiftCertificates.com(TM), Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles(R)), Starbucks and many more. For investor relations: Steve Yuzpe CFO, Points International +1 416 596-6382 STEVE.YUZPE@POINTS.COM Partnerships and other inquiries: Christopher Barnard President, Points International +1 416 596-6381 CHRISTOPHER.BARNARD@POINTS.COM Based in Toronto, Points International's shares trade on the TSX Venture Exchange under the stock symbol PTS. Points.com Inc. is a wholly owned subsidiary of Points International Ltd. For more information, visit us at www.points.com.

Exhibit 99.46 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL LTD. REPORTS 2004 SECOND QUARTER RESULTS HIGHLIGHTS INCLUDE 26% REVENUE GROWTH, OVER 5 BILLION CUMULATIVE POINTS TRANSACTED TORONTO, AUGUST 10, 2004 - Points International Ltd. (TSX: PTS), operator of the only independent loyalty program currency exchange - at www.points.com - reported financial results for the second quarter of 2004. "Points has continued to be successful in growing our business, improving our brand recognition and acquiring new partner relationships." noted CEO Rob MacLean. "Relationships forged in Q2 and early Q3 include premier partners like Interval International, Starbucks, Frontier Airlines, S&H greenpoints, KnowledgeFlow, ACCENT Training and Quantum Loyalty Solutions. Adding additional, world-class partners will continue to expand the breadth of the Points Exchange and make it a more valuable consumer proposition for a larger audience. Having recently passed the 5 billion mark of total points transacted, we are pleased that members of the worlds best loyalty programs are continuing to engage with our services." "Once again, our recurring revenues showed another quarter of strong growth. Points recurring revenues grew by 26% quarter over quarter and by 63% year over year. Excluding the impact of seasonal products, recurring revenue growth was 65% year over year and 41% quarter over quarter. While expenses grew in the quarter, much of the increase was attributed to increased marketing expenses associated with activity growth. Significant resources are being allocated to further enhance the customer experience at Points.com, and we look forward to introducing these innovative new services to our database of over 500,000 registered users and the Loyalty industry over the next 12 months." Second quarter highlights include: - As at quarter-end, Points has powered the cumulative online exchange, sale and transfer of 4.9 billion points and miles, up from 3.8 billion at the end of the first quarter 2004 and 3.0 billion at 2003 year end. Cumulative points transacted increased to over 5.2 billion in July 2004.

Exhibit 99.46 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL LTD. REPORTS 2004 SECOND QUARTER RESULTS HIGHLIGHTS INCLUDE 26% REVENUE GROWTH, OVER 5 BILLION CUMULATIVE POINTS TRANSACTED TORONTO, AUGUST 10, 2004 - Points International Ltd. (TSX: PTS), operator of the only independent loyalty program currency exchange - at www.points.com - reported financial results for the second quarter of 2004. "Points has continued to be successful in growing our business, improving our brand recognition and acquiring new partner relationships." noted CEO Rob MacLean. "Relationships forged in Q2 and early Q3 include premier partners like Interval International, Starbucks, Frontier Airlines, S&H greenpoints, KnowledgeFlow, ACCENT Training and Quantum Loyalty Solutions. Adding additional, world-class partners will continue to expand the breadth of the Points Exchange and make it a more valuable consumer proposition for a larger audience. Having recently passed the 5 billion mark of total points transacted, we are pleased that members of the worlds best loyalty programs are continuing to engage with our services." "Once again, our recurring revenues showed another quarter of strong growth. Points recurring revenues grew by 26% quarter over quarter and by 63% year over year. Excluding the impact of seasonal products, recurring revenue growth was 65% year over year and 41% quarter over quarter. While expenses grew in the quarter, much of the increase was attributed to increased marketing expenses associated with activity growth. Significant resources are being allocated to further enhance the customer experience at Points.com, and we look forward to introducing these innovative new services to our database of over 500,000 registered users and the Loyalty industry over the next 12 months." Second quarter highlights include: - As at quarter-end, Points has powered the cumulative online exchange, sale and transfer of 4.9 billion points and miles, up from 3.8 billion at the end of the first quarter 2004 and 3.0 billion at 2003 year end. Cumulative points transacted increased to over 5.2 billion in July 2004. - Points.com activity continued to demonstrate strong growth with 102% more points exchanged vs. Q1 and 74% more than in the same period in 2003. - Transaction size exceeded 15,060 points per exchange down from 17,900 in the previous quarter as exchange volume increased. - Revenue of $2.03 million for the second quarter of 2004 (2003 - $1.46 million), compared with revenue of $1.62 million earned in the first quarter of 2004. Points' recurring revenues grew by 26% over the first quarter of 2004. - General and administrative expenses were $3.10 million for the quarter (2003 - $1.71 million) and compared with $2.65 million in the first quarter of 2004. As Points Page 1 of 11

continues to accelerate the marketing, branding and consumer functionality of the Points Exchange, general and administrative expenses in the third quarter are likely to be higher than the second quarter of 2004. - Earnings (loss) before interest, amortization and other deductions ("EBITDA") of ($1.07 million) for the second quarter of 2004 compared with ($1.03 million) in the prior quarter and ($252,887) for the same period in 2003. - The period net loss increased to $2.15 million compared with $1.90 million in the prior quarter. The loss for the previous year was $1.28 million.

continues to accelerate the marketing, branding and consumer functionality of the Points Exchange, general and administrative expenses in the third quarter are likely to be higher than the second quarter of 2004. - Earnings (loss) before interest, amortization and other deductions ("EBITDA") of ($1.07 million) for the second quarter of 2004 compared with ($1.03 million) in the prior quarter and ($252,887) for the same period in 2003. - The period net loss increased to $2.15 million compared with $1.90 million in the prior quarter. The loss for the previous year was $1.28 million. - Cash decreased to $18.43 million at quarter end, compared to $24.24 million in the prior quarter. Decreased cash is attributed to payments for the MilePoint Acquisition, decreased deposits and the period loss before interest, amortization and other deductions. Management expects that the third quarter results will be released November 10 or 11, 2004. Additional financial and business metrics will be discussed in the Corporation's Interim Management's Discussion and Analysis and the unaudited consolidated financial statements. ABOUT POINTS INTERNATIONAL LTD. Points operates the Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 40 partners, including industry leaders eBay (Anything Points), American Airlines ( the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), US Airways (Dividend Miles), Alaska Airlines, (Mileage Plan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), Starbucks, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), JCPenney, GiftCertificates.com and many more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com. CONTACT: FOR INVESTOR RELATIONS: Steve Yuzpe, CFO, Points International (416) 596-6382, steve.yuzpe@points.com FOR PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard, President, Points International (416) 596-6381, christopher.barnard@points.com. THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE ATTACHMENT: POINTS INTERNATIONAL LTD. EXCERPTS FROM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Page 2 of 11

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2004 Page 3 of 11

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2004 Page 3 of 11

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
June 30, 2004 ----------ASSETS CURRENT Cash and cash equivalents Accounts receivable Prepaids and sundry assets 18,427,174 1,339,237 1,271,451 ----------21,037,862 161,629 1,116,157 8,736,664 2,420,745 590,000 ----------13,025,194 $34,063,056 =========== 20,274,836 1,004,370 825,221 ----------22,104,427 161,629 513,723 1,320,692 2,790,816 590,000 ----------5,376,859 $27,481,286 =========== December 31, 2003 ------------

AS AT -----

LONG-TERM INVESTMENTS PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS (Note 7) DEFERRED COSTS FUTURE INCOME TAXES RECOVERABLE

Page 4 of 11

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
June 30, 2004 -----------LIABILITIES CURRENT Accounts payable andaccrued liabilities Deposits Current portion of acquisition loan payable 931,188 14,668,589 819,208 -----------16,418,985 765,123 8,469,055 13,458,478 -----------39,111,640 -----------1,187,598 10,455,646 ------------11,643,244 -8,036,372 13,024,478 -----------32,704,094 -----------December 31, 2003 ------------

AS AT -----

ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK 21,983,696 17,728,461

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
June 30, 2004 ----------ASSETS CURRENT Cash and cash equivalents Accounts receivable Prepaids and sundry assets 18,427,174 1,339,237 1,271,451 ----------21,037,862 161,629 1,116,157 8,736,664 2,420,745 590,000 ----------13,025,194 $34,063,056 =========== 20,274,836 1,004,370 825,221 ----------22,104,427 161,629 513,723 1,320,692 2,790,816 590,000 ----------5,376,859 $27,481,286 =========== December 31, 2003 ------------

AS AT -----

LONG-TERM INVESTMENTS PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS (Note 7) DEFERRED COSTS FUTURE INCOME TAXES RECOVERABLE

Page 4 of 11

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
June 30, 2004 -----------LIABILITIES CURRENT Accounts payable andaccrued liabilities Deposits Current portion of acquisition loan payable 931,188 14,668,589 819,208 -----------16,418,985 765,123 8,469,055 13,458,478 -----------39,111,640 -----------1,187,598 10,455,646 ------------11,643,244 -8,036,372 13,024,478 -----------32,704,094 -----------December 31, 2003 ------------

AS AT -----

ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK WARRANTS RETAINED EARNINGS 21,983,696 2,759,390 (29,791,670) -----------(5,048,584) -----------$ 34,063,056 ============ 17,728,461 2,785,737 (25,737,007) -----------(5,222,809) -----------$ 27,481,286 ============

Page 5 of 11

POINTS INTERNATIONAL LTD. UNAUDITED CONSOLIDATED BALANCE SHEETS
June 30, 2004 -----------LIABILITIES CURRENT Accounts payable andaccrued liabilities Deposits Current portion of acquisition loan payable 931,188 14,668,589 819,208 -----------16,418,985 765,123 8,469,055 13,458,478 -----------39,111,640 -----------1,187,598 10,455,646 ------------11,643,244 -8,036,372 13,024,478 -----------32,704,094 -----------December 31, 2003 ------------

AS AT -----

ACQUISITION LOAN PAYABLE CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK WARRANTS RETAINED EARNINGS 21,983,696 2,759,390 (29,791,670) -----------(5,048,584) -----------$ 34,063,056 ============ 17,728,461 2,785,737 (25,737,007) -----------(5,222,809) -----------$ 27,481,286 ============

Page 5 of 11

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT FOR THE PERIOD ENDED JUNE 30, 2004
6 Month Period ----------------------------Jan-Jun 30/04 Jan-Jun 30/03 ------------------------REVENUES Points operations Interest revenue 3,481,082 168,618 -----------3,649,700 5,749,749 -----------(2,100,048) -----------432,683 434,000 70,702 1,017,229 -----------1,954,614 -----------$ 2,626,368 135,393 -----------2,761,761 3,217,177 -----------(455,416) -----------330,000 190,478 6,912 1,319,019 -----------1,846,409 -----------$ 3 Month Period ------------------------Apr-Jun 30/04 Apr-Jun 3 --------------------1,948,570 83,566 -----------2,032,136 3,098,792 -----------(1,066,656) -----------225,659 217,000 70,441 573,312 -----------1,086,412 -----------$ 1,342, 114, --------1,457, 1,710, --------(252, --------165, 190, 2, 672, --------1,030, --------$

GENERAL AND ADMINISTRATION LOSS- Before interest, amortization and other deductions Interest on Convertible Debt Interest on Series Two Preferred Share Interest and Bank Charges Amortization of Capital & Intangible Assets and Deferred Costs

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT FOR THE PERIOD ENDED JUNE 30, 2004
6 Month Period ----------------------------Jan-Jun 30/04 Jan-Jun 30/03 ------------------------REVENUES Points operations Interest revenue 3,481,082 168,618 -----------3,649,700 5,749,749 -----------(2,100,048) -----------432,683 434,000 70,702 1,017,229 -----------1,954,614 -----------(4,054,663) -----------(4,054,663) (25,737,007) (29,791,670) ============ ($0.06) ============ $ 2,626,368 135,393 -----------2,761,761 3,217,177 -----------(455,416) -----------330,000 190,478 6,912 1,319,019 -----------1,846,409 -----------(2,301,825) -----------(2,301,825) (19,200,816) (21,502,641) ============ ($0.04) ============ $ 3 Month Period ------------------------Apr-Jun 30/04 Apr-Jun 3 --------------------1,948,570 83,566 -----------2,032,136 3,098,792 -----------(1,066,656) -----------225,659 217,000 70,441 573,312 -----------1,086,412 -----------(2,153,069) -----------(2,153,069) (27,638,601) (29,791,670) ============ ($0.03) ============ $ 1,342, 114, --------1,457, 1,710, --------(252, --------165, 190, 2, 672, --------1,030, --------(1,283, --------(1,283, (20,219, (21,502, ========= ($0 ========= $

GENERAL AND ADMINISTRATION LOSS- Before interest, amortization and other deductions Interest on Convertible Debt Interest on Series Two Preferred Share Interest and Bank Charges Amortization of Capital & Intangible Assets and Deferred Costs

LOSS - From continuing operations NET LOSS DEFICIT - Beginning of period DEFICIT - End of period LOSS PER SHARE (Note 2)

Page 6 of 11

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED JUNE 30, 2004
6 Month Period -----------------------------Jan-June 30/04 Jan-Jun 30/03 -------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net loss Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs Amortization of intangible assets Cancellation of warrants issued for services Interest on Series Two Preferred Shares Interest accrued on convertible debenture $(4,054,663) $(2,301,825) -----Apr-Ju -----$(2,1

149,061 327,472 540,696 (1,167) 434,000 432,683 ----------(2,171,918) 3,182,347

758,611 182,306 378,100 -190,478 330,000 ----------(462,330) 2,766,004

1 3 2 2 ----(1,1 (1,9

Changes in non-cash balances related to operations (Note 6 a)

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD ENDED JUNE 30, 2004
6 Month Period -----------------------------Jan-June 30/04 Jan-Jun 30/03 -------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net loss Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs Amortization of intangible assets Cancellation of warrants issued for services Interest on Series Two Preferred Shares Interest accrued on convertible debenture $(4,054,663) $(2,301,825) -----Apr-Ju -----$(2,1

149,061 327,472 540,696 (1,167) 434,000 432,683 ----------(2,171,918) 3,182,347 ----------1,010,429 ----------(751,495) (20,283) (1,900,000) (486,385) ----------(3,158,163) -----------

758,611 182,306 378,100 -190,478 330,000 ----------(462,330) 2,766,004 ----------2,303,674 ----------(121,711) (91,962) -----------(213,673) -----------

1 3 2 2 ----(1,1 (1,9 ----(3,1 ----(5 (1,9 (2 ----(2,7 -----

Changes in non-cash balances related to operations (Note 6 a) CASH FLOWS PROVIDED BYOPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment, net of proceeds Purchase of intangible assets Payments for the acquisition of MilePoint, Inc. Costs related to the acquisition of MilePoint, Inc. (Note 7) CASH FLOWS USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Warrants Issuance of Series Two Preferred Share Deferred financing costs Repayment of obligations under capital leases Issuance of capital stock, net of share issue costs CASH FLOWS PROVIDED BY FINANCING ACTIVITIES INCREASE (DECREASE) IN CASH CASH AND CASH EQUIVALENTS - Beginning of period CASH AND CASH EQUIVALENTS - End of period

--70,018 -230,053 ----------300,071 ----------(1,847,662) 20,274,836 ----------$18,427,174 ===========

2,700,000 12,400,000 (717,048) (235,716) 817,942 ----------14,965,178 ----------17,055,179 7,341,700 ----------$24,396,879 ===========

--------(5,8 24,2 ----$18,4 =====

POINTS INTERNATIONAL LTD. NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2004 1. Accounting Policies The company's interim financial statements have been prepared using accounting policies consistent with those used for the preparation of its annual financial statements. These interim financial statements should be read in conjunction with the company's 2003 audited consolidated financial statements. These financial statements contain all adjustments which management believes necessary for fair presentation of the financial position, results of operations and cash flows.

POINTS INTERNATIONAL LTD. NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2004 1. Accounting Policies The company's interim financial statements have been prepared using accounting policies consistent with those used for the preparation of its annual financial statements. These interim financial statements should be read in conjunction with the company's 2003 audited consolidated financial statements. These financial statements contain all adjustments which management believes necessary for fair presentation of the financial position, results of operations and cash flows. a. Basis of presentation The consolidated financial statements include the accounts of the Company and from their respective dates of acquisition of control or formation of its wholly owned subsidiaries. All inter-company transactions and amounts have been eliminated on consolidation. b. Goodwill Goodwill represents the excess of the purchase price of acquired companies over the estimated fair value of the tangible and intangible net assets acquired. Goodwill is not amortized. The company currently compares the carrying amount of the goodwill to the fair value, at least annually, and recognizes in net income any impairment in value. c. Intangible assets Intangible assets represent the fair value of contracts acquired by the company on MilePoint, Inc, acquisition. The carrying value of these contracts will be amortized on a straight-line basis over the life of the contracts. 2. Loss Per Share a) Loss per share Loss per share is calculated on the basis of the weighted average number of common shares outstanding for the six months ended June 30, 2004 that amounted to 64,250,018 shares (June 30, 2003 - 55,287,446). b) Fully-diluted loss per share The fully-diluted loss per share has not been computed, as the effect would be anti-dilutive.

3. Segmented Information Reportable segments: The company has only one operating segment whose operating results are regularly reviewed by the company's chief operating decision maker and for which complete and discrete financial information is available. The company's business is carried on in the industry of loyalty program asset management. The attached consolidated balance sheets as at June 30, 2004 and December 31, 2003 present the financial position of this segment. The continuing operations reflected on the attached consolidated statements of operations are those of this operating segment. Enterprise-wide disclosures: $3,351,765 (June 30, 2003 - $2,598,340) of the company's revenues were generated in the U.S. for the six month period, with the remaining revenues generated in Canada, Europe and Asia. A significant majority of the company's assets are located in Canada.

3. Segmented Information Reportable segments: The company has only one operating segment whose operating results are regularly reviewed by the company's chief operating decision maker and for which complete and discrete financial information is available. The company's business is carried on in the industry of loyalty program asset management. The attached consolidated balance sheets as at June 30, 2004 and December 31, 2003 present the financial position of this segment. The continuing operations reflected on the attached consolidated statements of operations are those of this operating segment. Enterprise-wide disclosures: $3,351,765 (June 30, 2003 - $2,598,340) of the company's revenues were generated in the U.S. for the six month period, with the remaining revenues generated in Canada, Europe and Asia. A significant majority of the company's assets are located in Canada. 4. Economic Dependence For the six-month period ended June 30, 2004, approximately 51% of the company's revenues are from its two largest customers (63% at June 30, 2003). In addition, as at June 30, 2004, 73% of the company's deposits are due to these customers (64% as at June 30, 2003). 5. Stock-based Compensation Effective January 1, 2002 the company adopted CICA 3870 ("Stock-based Compensation and Other Stockbased Payments"). As permitted by CICA 3870 the company has applied this change prospectively for new awards granted on or after January 1, 2002. The company has chosen to recognize no compensation when stock options are granted to employees and directors under stock option plans with no cash settlement features. In periods prior to January 1, 2002 the company recognized no compensation when stock or stock options were issued to employees. Supplementary pro forma information regarding net income is required by CICA 3870 as if the company had accounted for its employee stock options granted after December 31, 2001 under the fair value method. During the quarter ended June 30, 2004, 869,407 were issued to employees. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting periods. The company's pro forma net income under Canadian GAAP would be reduced [loss increased] by approximately $173,579 for the six months ended June 30, 2004. Loss-per-share figures would not have changed.

6. Statement of Cash Flows a. Changes in non-cash balances related to operations are as follows:
THREE MONTHS ENDED JUNE 30, ----------------------2004 2003 ------------------$ (452,137) $(458,002) (145,784) 36,166 (27,420) -(30,620) 357,722 (1,280,895) (582,572) (40,176) -------------------$(1,977,032) $(646,686) =========== ========= S ----20 ----$ (33 (44 (2 (25 4,21 3 ----$3,18 =====

Decrease Decrease Decrease Increase Increase Increase

(Increase)in accounts receivable (Increase)in prepaid and sundry assets (Increase)in deferred costs (Decrease)in accounts payable and accrued liabilities (Decrease)in deposits (Decrease) in liability related to MilePoint, Inc. acquisition

b. Supplemental information Interest and taxes

6. Statement of Cash Flows a. Changes in non-cash balances related to operations are as follows:
THREE MONTHS ENDED JUNE 30, ----------------------2004 2003 ------------------$ (452,137) $(458,002) (145,784) 36,166 (27,420) -(30,620) 357,722 (1,280,895) (582,572) (40,176) -------------------$(1,977,032) $(646,686) =========== ========= S ----20 ----$ (33 (44 (2 (25 4,21 3 ----$3,18 =====

Decrease Decrease Decrease Increase Increase Increase

(Increase)in accounts receivable (Increase)in prepaid and sundry assets (Increase)in deferred costs (Decrease)in accounts payable and accrued liabilities (Decrease)in deposits (Decrease) in liability related to MilePoint, Inc. acquisition

b. Supplemental information Interest and taxes Interest of $70,702 was paid during the six month period ended June 30, 2004. Interest of $154,354 was received during the six month period ended June 30, 2004. No income taxes have been paid. Non-cash transactions Non-cash transactions for the six months ended June 30, 2004 are as follows: (i) 406,954 shares of Points.com Inc. were acquired in exchange for 1,018,974 shares of the Corporation. (ii) 4,000,000 shares (valued at $4,000,000) of the Corporation were issued as part consideration in the acquisition of MilePoint, Inc. (see Note 7). (iii) $20,000 of revenue earned for hosting services provided was paid in loyalty currency. The currency was valued at the purchase price of the miles. The expense will be recognized as the currency is used. (iv) The Corporation received $80,643 of loyalty currency from a partner as reimbursement of a portion of the partner's direct expenses for the services provided by the Corporation. (v) Interest of $432,683 was accrued on the convertible debenture. (vi) Interest of $434,000 was accrued on the Series Two Preferred.

c. Cash and cash equivalents consist of:
June 30, 2004 ----------$11,826,968 $ 4,366,931 $ 2,233,275 ----------$18,427,174 =========== December 31, 2003 -----------$ 9,046,701 $ 9,627,468 $ 1,600,667 ----------$20,274,836 ===========

AS AT ----Cash Short-term investments Cash held by credit card processor Total

7. MilePoint Inc. Acquisition

c. Cash and cash equivalents consist of:
June 30, 2004 ----------$11,826,968 $ 4,366,931 $ 2,233,275 ----------$18,427,174 =========== December 31, 2003 -----------$ 9,046,701 $ 9,627,468 $ 1,600,667 ----------$20,274,836 ===========

AS AT ----Cash Short-term investments Cash held by credit card processor Total

7. MilePoint Inc. Acquisition On March 31, 2004 Points acquired substantially all of the assets of MilePoint, Inc., a loyalty program technology provider and operator. The purchase price of $7.5 million was satisfied through a combination of $3.5 million in cash payable, without interest, over two years and four million common shares. The cost of the acquisition and the fair values assigned are as follows:
Intangibles Contracts with Partners Goodwill $ 225,000 3,450,000 4,261,385 ---------$7,936,385 ==========

Consideration: Cost of Transaction Capital Stock Issued Acquisition Loan Payable

$ 486,385 4,000,000 3,450,000 ---------$7,936,385 ==========

The acquired contracts with partners will be amortized over the life of the contracts. The goodwill and other intangibles will not be amortized; these will be reviewed annually and any permanent impairment will be recorded and charged to income in the year that the impairment has occurred. The loan payable, which has a face value of $3,500,000, is discounted to its fair value as it is non interest bearing and due over two years. 8. MilePoint Inc. Acquisition Payments Remaining payments under the terms of the acquisition loan payable are as follows:
Acquisition Loan Payable Less: Current Portion Long-Term Portion $1,584,331 819,208 ---------$ 765,123 ==========

Exhibit 99.47 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL PARTNERS WITH BRITISH AIRWAYS (BA), ENABLING EXECUTIVE CLUB MEMBERS WORLDWIDE TO BUY MILES ONLINE

Exhibit 99.47 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL PARTNERS WITH BRITISH AIRWAYS (BA), ENABLING EXECUTIVE CLUB MEMBERS WORLDWIDE TO BUY MILES ONLINE TORONTO - JULY 29, 2004 - Points International Ltd. (TSX: PTS), operator of The Points Exchange(R), the only independent loyalty program currency exchange - at www.points.com, today announced that it has launched a POINTSpurchase SM solution for British Airways (BA). Members of the British Airways Executive Club program in over 190 countries can now buy BA Miles online at www.ba.com, enabling them to reach reward redemption levels faster. "At British Airways, we are continually looking for ways we can add value for our most loyal customers," said Simon Parks-Smith, British Airways, head of product management. "Using Points International's expertise in this area has enabled us to quickly implement an online tool for purchasing miles so that members can easily top up their balance of BA Miles accounts and book reward flights sooner." British Airways, a leading international carrier, last year carried over 38 million passengers to 550 destinations. The airline has over 4 million global members in its Executive Club program, which has offered mileage rewards since 1991. POINTSpurchase is part of Points International's growing portfolio of custom products - Points Solutions - that enable loyalty programs to enhance customer service and generate additional revenue. Built on leading edge technology and developed and managed in-house, Points Solutions are internationally marketed to travel providers and loyalty programs.

"Points has seen strong consumer demand for the purchase of miles online, and through the POINTSpurchase solution, we are now regularly selling several million miles per day across our partner base," said Rob MacLean, CEO of Points International. "Following on from our POINTSpurchase partnerships with Lufthansa and Scandinavian Airlines, Points is expanding its presence in Europe by working with British Airways. We look forward to supporting British Airways in offering this new feature to their Executive Club members around the world." ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Points Exchange(R) has, to date, attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage(R) program), InterContinental Hotels (Priority Club (R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles(R)), Imperial Oil (Esso Extra), GiftCertificates.com(TM), Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles(R)), America West Airlines (FlightFund(R)), Alaska Airlines (Mileage Plan), Sprint, JCPenney(R) and many more. Points International shares trade on the Toronto Stock Exchange (TSX) under the symbol PTS.
### FOR PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 Christopher.barnard@points.com FOR INVESTOR RELATIONS INQUIRIES: Steve Yuzpe CFO, Points International +1 416 596-6382 steve.yuzpe@points.com

Source: Points International Ltd (TSX Exchange: PTS)

"Points has seen strong consumer demand for the purchase of miles online, and through the POINTSpurchase solution, we are now regularly selling several million miles per day across our partner base," said Rob MacLean, CEO of Points International. "Following on from our POINTSpurchase partnerships with Lufthansa and Scandinavian Airlines, Points is expanding its presence in Europe by working with British Airways. We look forward to supporting British Airways in offering this new feature to their Executive Club members around the world." ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Points Exchange(R) has, to date, attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage(R) program), InterContinental Hotels (Priority Club (R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles(R)), Imperial Oil (Esso Extra), GiftCertificates.com(TM), Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles(R)), America West Airlines (FlightFund(R)), Alaska Airlines (Mileage Plan), Sprint, JCPenney(R) and many more. Points International shares trade on the Toronto Stock Exchange (TSX) under the symbol PTS.
### FOR PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 Christopher.barnard@points.com FOR INVESTOR RELATIONS INQUIRIES: Steve Yuzpe CFO, Points International +1 416 596-6382 steve.yuzpe@points.com

Source: Points International Ltd (TSX Exchange: PTS)

THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.48 (POINTS INTERNATIONAL LTD LOGO) (ACCENT TRAINING LOGO) POINTS.COM PARTNERS WITH ACCENT TRAINING TO OFFER A NEW CHANNEL FOR CUSTOMER LOYALTY REWARDS ACCENT Becomes the First Online Training Program to Join The Points Exchange TORONTO AND JEFFERSONVILLE, IN. - JUNE 29, 2004 - Points International Ltd. (TSX: PTS) operator of The Points Exchange, the only independent loyalty points exchange - at www.points.com - today announced it has signed a three-year Points Exchange agreement with ACCENT Training, a company which specializes in online training. ACCENT Training offers courses, which include end user desktop skills, leadership development skills and a wide variety of other offerings. The partnership with ACCENT Training will bring forth more opportunities and added value to Smart Rewards, the rewards program of ACCENT Training. Beginning in September, ACCENT Training will join The Points Exchange as an official partner, which will allow Smart Rewards members to exchange their Smart Rewards for redemption opportunities on Points.com. As a two-way trading partner, Smart Rewards members may exchange points from the 42 participating Points.com partners and apply them toward their next program certification, instruction course or another loyalty program of their choice. Points currently offers more than 3,600 exchange options with leading loyalty programs such as eBay Anything Points, the American Airlines AAdvantage(R) program, and Priority Club(R) Rewards, the InterContinental Hotels Group loyalty program.

THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.48 (POINTS INTERNATIONAL LTD LOGO) (ACCENT TRAINING LOGO) POINTS.COM PARTNERS WITH ACCENT TRAINING TO OFFER A NEW CHANNEL FOR CUSTOMER LOYALTY REWARDS ACCENT Becomes the First Online Training Program to Join The Points Exchange TORONTO AND JEFFERSONVILLE, IN. - JUNE 29, 2004 - Points International Ltd. (TSX: PTS) operator of The Points Exchange, the only independent loyalty points exchange - at www.points.com - today announced it has signed a three-year Points Exchange agreement with ACCENT Training, a company which specializes in online training. ACCENT Training offers courses, which include end user desktop skills, leadership development skills and a wide variety of other offerings. The partnership with ACCENT Training will bring forth more opportunities and added value to Smart Rewards, the rewards program of ACCENT Training. Beginning in September, ACCENT Training will join The Points Exchange as an official partner, which will allow Smart Rewards members to exchange their Smart Rewards for redemption opportunities on Points.com. As a two-way trading partner, Smart Rewards members may exchange points from the 42 participating Points.com partners and apply them toward their next program certification, instruction course or another loyalty program of their choice. Points currently offers more than 3,600 exchange options with leading loyalty programs such as eBay Anything Points, the American Airlines AAdvantage(R) program, and Priority Club(R) Rewards, the InterContinental Hotels Group loyalty program. Smart Rewards members can earn points by taking any one of ACCENT Training's online courses on subjects, which include desktop applications, business fundamentals,

operating systems and Microsoft certifications. Members can also earn points on consumer goods and services purchased at the Smart Rewards site. They may then apply their accrued member points towards redemptions with Points.com's partners including most major loyalty programs including eBay's Anything Points Program. "Customer loyalty rewards are expanding beyond the familiar frequent flier programs, and ACCENT Training is a clear indication of the depth and breadth of exchange opportunities that Points is continually seeking out for our customers," said Rob MacLean, Chief Executive Officer for Points International. "This partnership provides an excellent doorway for Points and Smart Rewards customers to freely trade and redeem their miles and points and unlock the potential value of all their loyalty currencies." ###

ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.

Exhibit 99.48 (POINTS INTERNATIONAL LTD LOGO) (ACCENT TRAINING LOGO) POINTS.COM PARTNERS WITH ACCENT TRAINING TO OFFER A NEW CHANNEL FOR CUSTOMER LOYALTY REWARDS ACCENT Becomes the First Online Training Program to Join The Points Exchange TORONTO AND JEFFERSONVILLE, IN. - JUNE 29, 2004 - Points International Ltd. (TSX: PTS) operator of The Points Exchange, the only independent loyalty points exchange - at www.points.com - today announced it has signed a three-year Points Exchange agreement with ACCENT Training, a company which specializes in online training. ACCENT Training offers courses, which include end user desktop skills, leadership development skills and a wide variety of other offerings. The partnership with ACCENT Training will bring forth more opportunities and added value to Smart Rewards, the rewards program of ACCENT Training. Beginning in September, ACCENT Training will join The Points Exchange as an official partner, which will allow Smart Rewards members to exchange their Smart Rewards for redemption opportunities on Points.com. As a two-way trading partner, Smart Rewards members may exchange points from the 42 participating Points.com partners and apply them toward their next program certification, instruction course or another loyalty program of their choice. Points currently offers more than 3,600 exchange options with leading loyalty programs such as eBay Anything Points, the American Airlines AAdvantage(R) program, and Priority Club(R) Rewards, the InterContinental Hotels Group loyalty program. Smart Rewards members can earn points by taking any one of ACCENT Training's online courses on subjects, which include desktop applications, business fundamentals,

operating systems and Microsoft certifications. Members can also earn points on consumer goods and services purchased at the Smart Rewards site. They may then apply their accrued member points towards redemptions with Points.com's partners including most major loyalty programs including eBay's Anything Points Program. "Customer loyalty rewards are expanding beyond the familiar frequent flier programs, and ACCENT Training is a clear indication of the depth and breadth of exchange opportunities that Points is continually seeking out for our customers," said Rob MacLean, Chief Executive Officer for Points International. "This partnership provides an excellent doorway for Points and Smart Rewards customers to freely trade and redeem their miles and points and unlock the potential value of all their loyalty currencies." ###

ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.
### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-1226 FOR PARTNERSHIPS INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381

operating systems and Microsoft certifications. Members can also earn points on consumer goods and services purchased at the Smart Rewards site. They may then apply their accrued member points towards redemptions with Points.com's partners including most major loyalty programs including eBay's Anything Points Program. "Customer loyalty rewards are expanding beyond the familiar frequent flier programs, and ACCENT Training is a clear indication of the depth and breadth of exchange opportunities that Points is continually seeking out for our customers," said Rob MacLean, Chief Executive Officer for Points International. "This partnership provides an excellent doorway for Points and Smart Rewards customers to freely trade and redeem their miles and points and unlock the potential value of all their loyalty currencies." ###

ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.
### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR PARTNERSHIPS INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com FOR INVESTOR INQUIRIES: Steven Yuzpe CFO, Points International +1 416 596-6382 steve.yuzpe@points.com

Source: Points International Ltd (TSX: PTS) THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.49 (POINTS INTERNATIONAL LTD LOGO) FRONTIER AIRLINES PARTNERS WITH POINTS INTERNATIONAL Frontier Becomes the First Low Cost Airline to Join the Points Exchange Program TORONTO - JUNE 24, 2004 - Points International Ltd. (TSX: PTS) operator of The Points Exchange, the only independent loyalty points exchange - at www.points.com - today announced it has signed an exclusive agreement with Frontier Airlines (NASDAQ: FRNT) to increase the potential of EarlyReturns, the carrier's award-winning loyalty program. The terms of the relationship are set for five years, with subsequent one year automatic renewals.

ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.
### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR PARTNERSHIPS INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com FOR INVESTOR INQUIRIES: Steven Yuzpe CFO, Points International +1 416 596-6382 steve.yuzpe@points.com

Source: Points International Ltd (TSX: PTS) THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.49 (POINTS INTERNATIONAL LTD LOGO) FRONTIER AIRLINES PARTNERS WITH POINTS INTERNATIONAL Frontier Becomes the First Low Cost Airline to Join the Points Exchange Program TORONTO - JUNE 24, 2004 - Points International Ltd. (TSX: PTS) operator of The Points Exchange, the only independent loyalty points exchange - at www.points.com - today announced it has signed an exclusive agreement with Frontier Airlines (NASDAQ: FRNT) to increase the potential of EarlyReturns, the carrier's award-winning loyalty program. The terms of the relationship are set for five years, with subsequent one year automatic renewals. Beginning in late August, EarlyReturns will join The Points Exchange as a tradable loyalty currency on Points.com. Both Points and EarlyReturns members can partake in the partnership by exchanging miles and points with over 3600 exchange options, from more than 42 partners listed, on The Points Exchange and earning instant rewards from their preferred loyalty programs. Points will also be granting Frontier's top-tier, Summit Level, members with a free pointsplus membership. Other Frontier frequent fliers can earn bonus EarlyReturns miles by purchasing a pointsplus membership and extra-bonus EarlyReturns by using their Frontier MasterCard. A pointsplus membership is $19.95 per year and offers unlimited exchanges on Points.com. Frontier will also begin using the Points Suite of online loyalty management solutions to support the airline's loyalty program. These components, hosted and maintained by Points International, work seamlessly with Frontier's website to enhance the capabilities of EarlyReturns, allowing members to buy, share, or transfer Frontier airline miles among

Exhibit 99.49 (POINTS INTERNATIONAL LTD LOGO) FRONTIER AIRLINES PARTNERS WITH POINTS INTERNATIONAL Frontier Becomes the First Low Cost Airline to Join the Points Exchange Program TORONTO - JUNE 24, 2004 - Points International Ltd. (TSX: PTS) operator of The Points Exchange, the only independent loyalty points exchange - at www.points.com - today announced it has signed an exclusive agreement with Frontier Airlines (NASDAQ: FRNT) to increase the potential of EarlyReturns, the carrier's award-winning loyalty program. The terms of the relationship are set for five years, with subsequent one year automatic renewals. Beginning in late August, EarlyReturns will join The Points Exchange as a tradable loyalty currency on Points.com. Both Points and EarlyReturns members can partake in the partnership by exchanging miles and points with over 3600 exchange options, from more than 42 partners listed, on The Points Exchange and earning instant rewards from their preferred loyalty programs. Points will also be granting Frontier's top-tier, Summit Level, members with a free pointsplus membership. Other Frontier frequent fliers can earn bonus EarlyReturns miles by purchasing a pointsplus membership and extra-bonus EarlyReturns by using their Frontier MasterCard. A pointsplus membership is $19.95 per year and offers unlimited exchanges on Points.com. Frontier will also begin using the Points Suite of online loyalty management solutions to support the airline's loyalty program. These components, hosted and maintained by Points International, work seamlessly with Frontier's website to enhance the capabilities of EarlyReturns, allowing members to buy, share, or transfer Frontier airline miles among

friends, family and other members. The components being launched in September include POINTSpurchase, POINTSgift and POINTStransfer. Frontier has also selected the POINTScorporate solution to enable their partner and third-party organizations to purchase its frequent flier miles for distribution as incentives to individual customers, business associates, employees, and charities. "This agreement establishes the framework for a truly comprehensive partnership between Points International and Frontier Airlines to deliver a unique and consumer-friendly loyalty program to travelers," said Rob MacLean, CEO of Points International. "Frontier Airlines and its EarlyReturns loyalty program are rapidly growing and we look forward to fueling this momentum with our own loyalty program expertise and resources." ### ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit WWW.POINTS.COM.

ABOUT FRONTIER AIRLINES Currently in its tenth year of operations, Denver-based Frontier Airlines is the second largest jet service carrier at Denver International Airport with a fleet of 44 aircraft and employing approximately 4,500 aviation professionals.

friends, family and other members. The components being launched in September include POINTSpurchase, POINTSgift and POINTStransfer. Frontier has also selected the POINTScorporate solution to enable their partner and third-party organizations to purchase its frequent flier miles for distribution as incentives to individual customers, business associates, employees, and charities. "This agreement establishes the framework for a truly comprehensive partnership between Points International and Frontier Airlines to deliver a unique and consumer-friendly loyalty program to travelers," said Rob MacLean, CEO of Points International. "Frontier Airlines and its EarlyReturns loyalty program are rapidly growing and we look forward to fueling this momentum with our own loyalty program expertise and resources." ### ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit WWW.POINTS.COM.

ABOUT FRONTIER AIRLINES Currently in its tenth year of operations, Denver-based Frontier Airlines is the second largest jet service carrier at Denver International Airport with a fleet of 44 aircraft and employing approximately 4,500 aviation professionals. Frontier, in conjunction with Frontier JetExpress operated by Horizon Air, operates routes linking our Denver hub to 42 destinations in 23 states spanning the nation from coast-to-coast and to five cities in Mexico. Frontier's maintenance and engineering department has received the Federal Aviation Administration's highest award, the Diamond Certificate of Excellence, in recognition of 100 percent of its maintenance and engineering employees completing advanced aircraft maintenance training programs, for five consecutive years. In August 2003, Frontier ranked as one of the "Top 10 Domestic Airlines" as determined by readers of Travel + Leisure magazine. Frontier provides capacity information and other operating statistics on its Web site, which may be viewed at www.frontierairlines.com.
### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Source: Points International Ltd (TSX: PTS) THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.50 (POINTS INTERNATIONAL LTD LOGO) (ASSISTANT(TM) LOGO) IT PAYS TO ADVERTISE WITH US

ABOUT FRONTIER AIRLINES Currently in its tenth year of operations, Denver-based Frontier Airlines is the second largest jet service carrier at Denver International Airport with a fleet of 44 aircraft and employing approximately 4,500 aviation professionals. Frontier, in conjunction with Frontier JetExpress operated by Horizon Air, operates routes linking our Denver hub to 42 destinations in 23 states spanning the nation from coast-to-coast and to five cities in Mexico. Frontier's maintenance and engineering department has received the Federal Aviation Administration's highest award, the Diamond Certificate of Excellence, in recognition of 100 percent of its maintenance and engineering employees completing advanced aircraft maintenance training programs, for five consecutive years. In August 2003, Frontier ranked as one of the "Top 10 Domestic Airlines" as determined by readers of Travel + Leisure magazine. Frontier provides capacity information and other operating statistics on its Web site, which may be viewed at www.frontierairlines.com.
### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Source: Points International Ltd (TSX: PTS) THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.50 (POINTS INTERNATIONAL LTD LOGO) (ASSISTANT(TM) LOGO) IT PAYS TO ADVERTISE WITH US ASSISTANT(TM) JOINS POINTS INTERNATIONAL'S POINTS EXCHANGE Users Can Now Redeem Their assistant(TM) Points by Exchanging at www.points.com TORONTO & VALLEY FORGE, PA - JUNE 23, 2004 - Points International Ltd. (TSX: PTS), operator of The Points Exchange, the only independent loyalty points exchange--at www.points.com-today announced that assistant(TM) has joined The Points Exchange program. The loyalty currency offered through assistant(TM), a service of KnowledgeFlow, Inc., can now be tracked, and exchanged, with a growing list of over 3600 unique exchange options on The Points Exchange. assistant(TM) is a new way to shop and collect points. It is the only web-based service that proactively matches an online shopper's buying intent with opportunities to earn loyalty points and now, with assistant(TM) joining The Points Exchange program, users can collect assistant(TM) points and exchange them for their favorite currency or shopping experience. assistant(TM) users receive points simply for viewing advertising based on their immediate interests. The service is keyword-activated, so users are only informed of relevant offers. assistant(TM) offers appear in a new shopping information format away from email and pop ups, adding value to shopper and advertiser alike. When the offer is viewed, the user automatically has assistant(TM) currency deposited into their account. assistant(TM) holds onto advertising that users like until the user discards the offer or until the offer expires. Consumers may participate in the assistant(TM) program by downloading and installing a small application on their local PC. The offers they see and respond to are under their direct control, ensuring that assistant(TM)

Exhibit 99.50 (POINTS INTERNATIONAL LTD LOGO) (ASSISTANT(TM) LOGO) IT PAYS TO ADVERTISE WITH US ASSISTANT(TM) JOINS POINTS INTERNATIONAL'S POINTS EXCHANGE Users Can Now Redeem Their assistant(TM) Points by Exchanging at www.points.com TORONTO & VALLEY FORGE, PA - JUNE 23, 2004 - Points International Ltd. (TSX: PTS), operator of The Points Exchange, the only independent loyalty points exchange--at www.points.com-today announced that assistant(TM) has joined The Points Exchange program. The loyalty currency offered through assistant(TM), a service of KnowledgeFlow, Inc., can now be tracked, and exchanged, with a growing list of over 3600 unique exchange options on The Points Exchange. assistant(TM) is a new way to shop and collect points. It is the only web-based service that proactively matches an online shopper's buying intent with opportunities to earn loyalty points and now, with assistant(TM) joining The Points Exchange program, users can collect assistant(TM) points and exchange them for their favorite currency or shopping experience. assistant(TM) users receive points simply for viewing advertising based on their immediate interests. The service is keyword-activated, so users are only informed of relevant offers. assistant(TM) offers appear in a new shopping information format away from email and pop ups, adding value to shopper and advertiser alike. When the offer is viewed, the user automatically has assistant(TM) currency deposited into their account. assistant(TM) holds onto advertising that users like until the user discards the offer or until the offer expires. Consumers may participate in the assistant(TM) program by downloading and installing a small application on their local PC. The offers they see and respond to are under their direct control, ensuring that assistant(TM) meets all national and international privacy requirements. Earning assistant(TM) points begins immediately after downloading the application. "The Points Exchange is a smart extension to the assistant(TM) service and a unique way for our users to monitor and take full advantage of their assistant(TM) currency", said Dana Hoffer, CEO of KnowledgeFlow Inc. "Now, with our Points Exchange relationship, assistant(TM) customers have the freedom to exchange for points, miles, and literally -more-

2-2-2-2 thousands of unique retail and other redemption opportunities, including their preferred major loyalty programs and eBay's Anything Points Program through Points.com's exclusive eBay exchange relationship." The Points Exchange network consists of more than 3,600 unique exchange options with airline, hotel and other travel providers, major retailers and eBay's eBay Anything Points program. assistant(TM) consumers who maintain Points.com accounts will be able to exchange their assistant(TM) points with participating Points Exchange programs partners with the simple click of a mouse. "Today's announcement with assistant(TM) demonstrates Points International's commitment to partnering with highly regarded proponents of loyalty currencies," said Rob MacLean, CEO of Points International. "assistant (TM) is an inventive service that helps online shoppers accelerate their points collecting, and we look forward to growing its relationship within The Points Exchange." ###

2-2-2-2 thousands of unique retail and other redemption opportunities, including their preferred major loyalty programs and eBay's Anything Points Program through Points.com's exclusive eBay exchange relationship." The Points Exchange network consists of more than 3,600 unique exchange options with airline, hotel and other travel providers, major retailers and eBay's eBay Anything Points program. assistant(TM) consumers who maintain Points.com accounts will be able to exchange their assistant(TM) points with participating Points Exchange programs partners with the simple click of a mouse. "Today's announcement with assistant(TM) demonstrates Points International's commitment to partnering with highly regarded proponents of loyalty currencies," said Rob MacLean, CEO of Points International. "assistant (TM) is an inventive service that helps online shoppers accelerate their points collecting, and we look forward to growing its relationship within The Points Exchange." ### ABOUT KNOWLEDGEFLOW, INC KnowledgeFlow was founded in 1995 by two executives from IBM as a supplier of advanced online sales and marketing solutions successfully serving top companies like AT&T, Dun & Bradstreet, Apple and Unisys. The company is now focused upon the creation and operation of assistant(TM), the next generation of direct marketing systems for loyalty program operators. eBay is the first deployment. MORE ABOUT POINTS INTERNATIONAL LTD. AND WWW.POINTS.COM Points operates The Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 35 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), US Airways (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney and many more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com. FURTHER INFORMATION CONTACT: FOR POINTS INTERNATIONAL: Jeremy Adams Tel: (312)233-1226

3-3-3-3 jeremy.adams@edelman.com FOR KNOWLEDGEFLOW, INC: Chris Jacobs Tel: (215)843-7494 Mobile: (215)518-6531 cjacobs@knowledgeflow.com

Exhibit 99.51 (POINTS INTERNATIONAL LTD LOGO) POINTS.COM OFFERS COFFEE LOVERS THE ABILITY TO EXCHANGE MILES

3-3-3-3 jeremy.adams@edelman.com FOR KNOWLEDGEFLOW, INC: Chris Jacobs Tel: (215)843-7494 Mobile: (215)518-6531 cjacobs@knowledgeflow.com

Exhibit 99.51 (POINTS INTERNATIONAL LTD LOGO) POINTS.COM OFFERS COFFEE LOVERS THE ABILITY TO EXCHANGE MILES AND OTHER LOYALTY POINTS FOR STARBUCKS CARDS TORONTO - MAY 19, 2004 - Points International Ltd. (TSX: PTS) operator of The Points Exchange, the only independent loyalty points exchange - at www.points.com - today welcomed Starbucks Coffee Company, the leading retailer, roaster and brand of specialty coffee in the world, into The Points Exchange program. Points.com customers can now turn their unused loyalty currencies into Starbucks Cards, which are redeemable for Starbucks beverages and other products at all participating Starbucks stores. "Points.com offers Starbucks an innovative way to introduce new customers to the Starbucks Experience and reward existing customers with the opportunity to indulge in their favorite Starbucks treats by exchanging their airline and hotel points into Starbucks Cards," said Colette Courtion, director of Starbucks Global Card Services. "The Starbucks Card is a natural fit for frequent Points.com travelers who can find their favorite beverages and coffee in Starbucks stores across the US and Canada. This is also a great opportunity to introduce Points.com, and everything that it has to offer, to current Starbucks Card holders," said Rob MacLean, CEO, for Points.com. By logging onto www.points.com and creating an account, Points members can begin managing and tracking their loyalty currencies and choose from one of the following new exchange options:

- Points members can convert their miles or points into a new Starbucks Card that is good for anything at Starbucks in over 4,000 participating Starbucks locations. Starbucks Cards are available in increments of $25, $50, $75, $100, $200, and $250 - Current Starbucks Card holders can conveniently add to their balance on existing Starbucks Cards by trading in loyalty currencies through The Points Exchange at www.points.com. Users with a premium pointsplus membership can select an autoexchange function that will allow them to reload their Starbucks Card monthly by automatically exchanging out of selected loyalty programs - All Points members can use their miles to send a Starbucks Card to anyone in the US or Canada, excluding Quebec ### ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso

Exhibit 99.51 (POINTS INTERNATIONAL LTD LOGO) POINTS.COM OFFERS COFFEE LOVERS THE ABILITY TO EXCHANGE MILES AND OTHER LOYALTY POINTS FOR STARBUCKS CARDS TORONTO - MAY 19, 2004 - Points International Ltd. (TSX: PTS) operator of The Points Exchange, the only independent loyalty points exchange - at www.points.com - today welcomed Starbucks Coffee Company, the leading retailer, roaster and brand of specialty coffee in the world, into The Points Exchange program. Points.com customers can now turn their unused loyalty currencies into Starbucks Cards, which are redeemable for Starbucks beverages and other products at all participating Starbucks stores. "Points.com offers Starbucks an innovative way to introduce new customers to the Starbucks Experience and reward existing customers with the opportunity to indulge in their favorite Starbucks treats by exchanging their airline and hotel points into Starbucks Cards," said Colette Courtion, director of Starbucks Global Card Services. "The Starbucks Card is a natural fit for frequent Points.com travelers who can find their favorite beverages and coffee in Starbucks stores across the US and Canada. This is also a great opportunity to introduce Points.com, and everything that it has to offer, to current Starbucks Card holders," said Rob MacLean, CEO, for Points.com. By logging onto www.points.com and creating an account, Points members can begin managing and tracking their loyalty currencies and choose from one of the following new exchange options:

- Points members can convert their miles or points into a new Starbucks Card that is good for anything at Starbucks in over 4,000 participating Starbucks locations. Starbucks Cards are available in increments of $25, $50, $75, $100, $200, and $250 - Current Starbucks Card holders can conveniently add to their balance on existing Starbucks Cards by trading in loyalty currencies through The Points Exchange at www.points.com. Users with a premium pointsplus membership can select an autoexchange function that will allow them to reload their Starbucks Card monthly by automatically exchanging out of selected loyalty programs - All Points members can use their miles to send a Starbucks Card to anyone in the US or Canada, excluding Quebec ### ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many

more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.
###

- Points members can convert their miles or points into a new Starbucks Card that is good for anything at Starbucks in over 4,000 participating Starbucks locations. Starbucks Cards are available in increments of $25, $50, $75, $100, $200, and $250 - Current Starbucks Card holders can conveniently add to their balance on existing Starbucks Cards by trading in loyalty currencies through The Points Exchange at www.points.com. Users with a premium pointsplus membership can select an autoexchange function that will allow them to reload their Starbucks Card monthly by automatically exchanging out of selected loyalty programs - All Points members can use their miles to send a Starbucks Card to anyone in the US or Canada, excluding Quebec ### ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many

more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.
### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Source: Points International Ltd (TSX: PTS) THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.52 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL APPOINTS CHIEF MARKETING OFFICER TORONTO - MAY 10, 2004 - Points International Ltd. (TSX: PTS), the only independent loyalty exchange service and operator of The Points Exchange at www.points.com, today announced the appointment of Grad Conn as its Chief Marketing Officer. In this new role, Conn will be responsible for the overall direction of Points International's consumer and product strategies. "After carving out a unique position in the loyalty business over the past three years, Points now has the opportunity to capitalize on its momentum to create a powerful brand name for our business partners and

more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.
### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Source: Points International Ltd (TSX: PTS) THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.52 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL APPOINTS CHIEF MARKETING OFFICER TORONTO - MAY 10, 2004 - Points International Ltd. (TSX: PTS), the only independent loyalty exchange service and operator of The Points Exchange at www.points.com, today announced the appointment of Grad Conn as its Chief Marketing Officer. In this new role, Conn will be responsible for the overall direction of Points International's consumer and product strategies. "After carving out a unique position in the loyalty business over the past three years, Points now has the opportunity to capitalize on its momentum to create a powerful brand name for our business partners and customers to rely on." said Rob MacLean, CEO of Points International. "Conn has the experience and expertise to lead this charge by helping us to continue building our business and by helping us to continually refine the consumer proposition for our loyalty point exchange. He is joining Points at an exciting time in our young history, and we're pleased to welcome him to the company." "Points.com is an incredibly exciting opportunity," says Conn "since they're using their loyalty exchange to add liquidity to the 8.5 trillion loyalty miles outstanding in the marketplace. When you realize that loyalty points are the world's second largest currency next to the U.S. dollar; when you look at the partners like IAC, American Airlines, and eBay; and when you look at the 400% year over year growth in the exchange -- it all adds up to a unique and revolutionary marketing opportunity." Among Conn's first tasks will be to find world-class agency partners in the fields of branding, database, direct and interactive marketing to supplement the existing team at Points. Conn's professional background is steeped in both consumer and technology marketing, as well as start-up experience and agency leadership. Prior to joining Points International, Conn served as Vice President and Managing Director for Grey Direct & Interactive, part of the Grey Global Group, one of the world's most successful advertising and marketing agencies. He was also CEO and Founder of the software company OpenCola Inc., which Fortune magazine named "one of the 25 coolest technology companies" in 2001. Conn began his professional career with Procter & Gamble, where he

marketed a wide spectrum of consumer goods for nine years and he also ran his own direct & interactive agency for six years. ABOUT POINTS INTERNATIONAL LTD.

Exhibit 99.52 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL APPOINTS CHIEF MARKETING OFFICER TORONTO - MAY 10, 2004 - Points International Ltd. (TSX: PTS), the only independent loyalty exchange service and operator of The Points Exchange at www.points.com, today announced the appointment of Grad Conn as its Chief Marketing Officer. In this new role, Conn will be responsible for the overall direction of Points International's consumer and product strategies. "After carving out a unique position in the loyalty business over the past three years, Points now has the opportunity to capitalize on its momentum to create a powerful brand name for our business partners and customers to rely on." said Rob MacLean, CEO of Points International. "Conn has the experience and expertise to lead this charge by helping us to continue building our business and by helping us to continually refine the consumer proposition for our loyalty point exchange. He is joining Points at an exciting time in our young history, and we're pleased to welcome him to the company." "Points.com is an incredibly exciting opportunity," says Conn "since they're using their loyalty exchange to add liquidity to the 8.5 trillion loyalty miles outstanding in the marketplace. When you realize that loyalty points are the world's second largest currency next to the U.S. dollar; when you look at the partners like IAC, American Airlines, and eBay; and when you look at the 400% year over year growth in the exchange -- it all adds up to a unique and revolutionary marketing opportunity." Among Conn's first tasks will be to find world-class agency partners in the fields of branding, database, direct and interactive marketing to supplement the existing team at Points. Conn's professional background is steeped in both consumer and technology marketing, as well as start-up experience and agency leadership. Prior to joining Points International, Conn served as Vice President and Managing Director for Grey Direct & Interactive, part of the Grey Global Group, one of the world's most successful advertising and marketing agencies. He was also CEO and Founder of the software company OpenCola Inc., which Fortune magazine named "one of the 25 coolest technology companies" in 2001. Conn began his professional career with Procter & Gamble, where he

marketed a wide spectrum of consumer goods for nine years and he also ran his own direct & interactive agency for six years. ABOUT POINTS INTERNATIONAL LTD. Points operates The Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 39 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), S&H greenpoints, InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), US Airways (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney and many more. Through a portfolio of custom technology solutions, Points is building rewarding partnerships with the world's leading loyalty players. Additional Points Solutions include the innovative pointspurchase(TM) and pointsgift solutions, which power the online sale of miles and points to members of leading loyalty programs. Points Solutions, including The Points Exchange, are internationally marketed to travel providers and loyalty programs through a distribution alliance with Sabre, the leading provider of technology, distribution and marketing services for the travel industry.
###

marketed a wide spectrum of consumer goods for nine years and he also ran his own direct & interactive agency for six years. ABOUT POINTS INTERNATIONAL LTD. Points operates The Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 39 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), S&H greenpoints, InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), US Airways (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney and many more. Through a portfolio of custom technology solutions, Points is building rewarding partnerships with the world's leading loyalty players. Additional Points Solutions include the innovative pointspurchase(TM) and pointsgift solutions, which power the online sale of miles and points to members of leading loyalty programs. Points Solutions, including The Points Exchange, are internationally marketed to travel providers and loyalty programs through a distribution alliance with Sabre, the leading provider of technology, distribution and marketing services for the travel industry.
### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR INVESTOR RELATIONS, Steve Yuzpe CFO, Points International +1 416 596 6382 Steve.Yuzpe@points.com FOR PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.

Exhibit 99.53 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL LTD. REPORTS 2004 FIRST QUARTER RESULTS HIGHLIGHTS INCLUDE 12% REVENUE GROWTH OVER PREVIOUS QUARTER; COMPLETED MILEPOINT ACQUISITION TORONTO, MAY 7, 2004 - Points International Ltd (TSX: PTS), operator of the only independent loyalty program currency exchange - at www.points.com - reported financial results for the first quarter of 2004. "The first quarter of 2004 continues Points' success in growing our business." noted CEO Rob MacLean. "Relationships forged in Q1 and early Q2 with Interval International (an affiliate of InterActiveCorp), US Airways and S&H greenpoints, continue to enhance our roster of world-class partners, expanding the high value exchange opportunities for our customers." As previously released, on March 31, 2004, Points completed the acquisition of substantially all the assets of MilePoint, Inc. "The MilePoint acquisition brings partner relationships with Northwest Airlines, Delta Air Lines and Starwood Hotels & Resorts, and will provide additional impetus for progress in 2004." said MacLean. The

Exhibit 99.53 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL LTD. REPORTS 2004 FIRST QUARTER RESULTS HIGHLIGHTS INCLUDE 12% REVENUE GROWTH OVER PREVIOUS QUARTER; COMPLETED MILEPOINT ACQUISITION TORONTO, MAY 7, 2004 - Points International Ltd (TSX: PTS), operator of the only independent loyalty program currency exchange - at www.points.com - reported financial results for the first quarter of 2004. "The first quarter of 2004 continues Points' success in growing our business." noted CEO Rob MacLean. "Relationships forged in Q1 and early Q2 with Interval International (an affiliate of InterActiveCorp), US Airways and S&H greenpoints, continue to enhance our roster of world-class partners, expanding the high value exchange opportunities for our customers." As previously released, on March 31, 2004, Points completed the acquisition of substantially all the assets of MilePoint, Inc. "The MilePoint acquisition brings partner relationships with Northwest Airlines, Delta Air Lines and Starwood Hotels & Resorts, and will provide additional impetus for progress in 2004." said MacLean. The MilePoint transaction is expected to positively impact the company's financial results effective April 1, 2004. MilePoint's unaudited annual revenues for fiscal and calendar year 2003 were approximately $2.2 million. "We are particularly pleased with the 31% growth of our recurring revenues from existing products and relationships this quarter over the fourth quarter of 2003. With strong transactional growth and more partners and exchange options coming online each month, we continue to be excited about the progress and prospects for the business." First quarter financial highlights include: - Revenue of $1.62 million for the first quarter of 2004 (2003 - $1.30 million), compared with revenue of $1.45 million earned in the fourth quarter of 2003. Points' recurring revenues grew by 31% over the fourth quarter of 2003 and by 53% year over year. As a result of this strong growth and the partners acquired, Management expects the second quarter revenues to experience higher growth rates than first quarter of 2004. - General and administrative expenses were $2.65 million for the quarter (2003 - $1.50 million) and flat compared to the fourth quarter of 2003. Points expects the second quarter general and administrative expenses to be similar to the first quarter of 2004. - Earnings (loss) before interest, amortization and other deductions ("EBITDA") of ($1.03) million for the first quarter of 2004 compared with ($1.20 million) in the prior quarter and ($202,000) for the same period in 2003. Page 1 of 10

- A 25% reduction in the period net loss, to $1.90 million compared with $2.61 million in the prior quarter. The loss for the previous year was $1.02 million. - Cash increased to $24.24 million at quarter end, compared to $20.27 million at 2003 year end. Increased cash is attributed to growth in Points' business and, as a result, deposits have also increased. - As at quarter-end, Points has powered the cumulative online exchange, sale and transfer of over 3.8 billion points and miles, up from 3.0 billion at year-end 2003. - Points Exchange activity continued to demonstrate strong growth in the first quarter of 2004, with over 400% more points and miles being exchanged versus the same period in 2003. The transaction size of each exchange also grew to 17,900 points per exchange, an increase of 42% over the first quarter of 2003. Additional financial and business metrics will be discussed in the Corporation's Interim Management's Discussion

- A 25% reduction in the period net loss, to $1.90 million compared with $2.61 million in the prior quarter. The loss for the previous year was $1.02 million. - Cash increased to $24.24 million at quarter end, compared to $20.27 million at 2003 year end. Increased cash is attributed to growth in Points' business and, as a result, deposits have also increased. - As at quarter-end, Points has powered the cumulative online exchange, sale and transfer of over 3.8 billion points and miles, up from 3.0 billion at year-end 2003. - Points Exchange activity continued to demonstrate strong growth in the first quarter of 2004, with over 400% more points and miles being exchanged versus the same period in 2003. The transaction size of each exchange also grew to 17,900 points per exchange, an increase of 42% over the first quarter of 2003. Additional financial and business metrics will be discussed in the Corporation's Interim Management's Discussion and Analysis and the unaudited consolidated financial statements. ABOUT POINTS INTERNATIONAL LTD. Points operates the Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 35 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), US Airways(R) (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney and many more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com. CONTACT: FOR PRESS ONLY: Jeremy Adams, Edelman Public Relations (312) 233-1226, jeremy.adams@edelman.com FOR INVESTOR RELATIONS: Steve Yuzpe, CFO, Points International (416) 596-6382, Steve.Yuzpe@points.com FOR PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard, President, Points International (416) 596-6381, christopher.barnard@points.com. THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE ATTACHMENT: POINTS INTERNATIONAL LTD. EXCERPTS FROM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Page 2 of 10

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
March 31, 2004 December 31, 2003

AS AT

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
March 31, 2004 ----------December 31, 2003 ------------

AS AT ----ASSETS CURRENT Cash and cash equivalents Accounts receivable Prepaids and sundry assets

$24,243,231 887,100 1,125,666 ----------26,255,997 161,629 669,032 8,799,479 590,000 2,521,451 ----------$38,997,588 ===========

$20,274,836 1,004,370 825,221 ----------22,104,427 161,629 513,723 1,320,692 590,000 2,790,816 ----------$27,481,286 ===========

LONG-TERM INVESTMENTS PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS (Note 7) FUTURE INCOME TAXES RECOVERABLE DEFERRED COSTS

Page 3 of 10

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
March 31, 2004 -----------LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of acquisition loan payable December 31, 2003 ------------

AS AT -----

$

961,807 15,949,483 2,759,384 -----------19,670,674 765,123 8,243,396 13,241,478 -----------41,920,671 ------------

$

1,187,598 10,455,646 ------------11,643,245 -8,036,372 13,024,478 -----------32,704,095 ------------

ACQUISITION LOAN PAYABLE (Note 8) CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK WARRANTS DEFICIT 21,948,908 2,766,610 (27,638,601) -----------(2,923,083) -----------$ 38,997,588 ============ 17,728,461 2,785,737 (25,737,007) -----------(5,222,809) -----------$ 27,481,286 ============

Page 4 of 10

POINTS INTERNATIONAL LTD.

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
March 31, 2004 -----------LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of acquisition loan payable December 31, 2003 ------------

AS AT -----

$

961,807 15,949,483 2,759,384 -----------19,670,674 765,123 8,243,396 13,241,478 -----------41,920,671 ------------

$

1,187,598 10,455,646 ------------11,643,245 -8,036,372 13,024,478 -----------32,704,095 ------------

ACQUISITION LOAN PAYABLE (Note 8) CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK WARRANTS DEFICIT 21,948,908 2,766,610 (27,638,601) -----------(2,923,083) -----------$ 38,997,588 ============ 17,728,461 2,785,737 (25,737,007) -----------(5,222,809) -----------$ 27,481,286 ============

Page 4 of 10

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
March 31, 2004 -----------$ 1,532,513 85,052 -----------1,617,565 2,650,957 -----------(1,033,392) -----------207,024 217,000 261 March 31, 2003 -----------$ 1,283,521 20,671 -----------1,304,192 1,506,721 -----------(202,529) -----------165,000 -4,549

FOR THE THREE MONTHS ENDED -------------------------REVENUES Points operations Interest revenue

GENERAL AND ADMINISTRATION LOSS - Before interest, amortization and other deductions Interest on convertible debenture Interest on Series Two Preferred Share Interest and bank charges Amortization of property, plant and equipment, intangible assets and deferred costs

443,917 -----------868,202 -----------(1,901,594) (25,737,007)

646,411 -----------815,960 -----------(1,018,489) (19,200,816)

NET LOSS DEFICIT - Beginning of period

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
March 31, 2004 -----------$ 1,532,513 85,052 -----------1,617,565 2,650,957 -----------(1,033,392) -----------207,024 217,000 261 March 31, 2003 -----------$ 1,283,521 20,671 -----------1,304,192 1,506,721 -----------(202,529) -----------165,000 -4,549

FOR THE THREE MONTHS ENDED -------------------------REVENUES Points operations Interest revenue

GENERAL AND ADMINISTRATION LOSS - Before interest, amortization and other deductions Interest on convertible debenture Interest on Series Two Preferred Share Interest and bank charges Amortization of property, plant and equipment, intangible assets and deferred costs

443,917 -----------868,202 -----------(1,901,594) (25,737,007) $(27,638,601) ============ $ (0.03) ============

646,411 -----------815,960 -----------(1,018,489) (19,200,816) $(20,219,305) ============ $ (0.02) ============

NET LOSS DEFICIT - Beginning of period DEFICIT - End of period LOSS PER SHARE (Note 2)

Page 5 of 10

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
March 31, 2004 ----------$(1,901,594) 56,354 199,346 188,217 (1,167) 217,000 207,024 ----------(1,034,820) 5,159,380 ----------4,124,560 ----------(211,664) (17,004) (200,000) ----------(428,668) March 31, 2003 ----------$(1,018,489) 375,171 82,190 189,050 --165,000 ----------(207,077) 3,412,690 ----------3,205,613 ----------(79,947) (35,374) -----------(115,321)

FOR THE THREE MONTHS ENDED -------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net loss Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs Amortization of intangible assets Cancellation of warrants issued for services Interest on Series Two Preferred Shares Interest accrued on convertible debenture

Changes in non-cash balances related to operations (Note 6 a) CASH FLOWS PROVIDED BY OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment, net of proceeds Purchase of intangible assets Costs related to the acquisition of MilePoint, Inc. (Note 7) CASH FLOWS USED IN INVESTING ACTIVITIES

POINTS INTERNATIONAL LTD. UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
March 31, 2004 ----------$(1,901,594) 56,354 199,346 188,217 (1,167) 217,000 207,024 ----------(1,034,820) 5,159,380 ----------4,124,560 ----------(211,664) (17,004) (200,000) ----------(428,668) ----------70,018 -202,485 ----------272,503 ----------3,968,395 20,274,836 ----------$24,243,231 =========== March 31, 2003 ----------$(1,018,489) 375,171 82,190 189,050 --165,000 ----------(207,077) 3,412,690 ----------3,205,613 ----------(79,947) (35,374) -----------(115,321) -----------(114,912) 153,655 ----------38,743 ----------3,129,035 7,341,700 ----------$10,470,735 ===========

FOR THE THREE MONTHS ENDED -------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net loss Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs Amortization of intangible assets Cancellation of warrants issued for services Interest on Series Two Preferred Shares Interest accrued on convertible debenture

Changes in non-cash balances related to operations (Note 6 a) CASH FLOWS PROVIDED BY OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment, net of proceeds Purchase of intangible assets Costs related to the acquisition of MilePoint, Inc. (Note 7) CASH FLOWS USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Deferred financing costs Repayment of obligations under capital leases Issuance of capital stock, net of share issue costs CASH FLOWS PROVIDED BY FINANCING ACTIVITIES INCREASE IN CASH CASH AND CASH EQUIVALENTS - Beginning of period CASH AND CASH EQUIVALENTS - End of period

POINTS INTERNATIONAL LTD. NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2004 1. ACCOUNTING POLICIES The company's interim financial statements have been prepared using accounting policies consistent with those used for the preparation of its annual financial statements. These interim financial statements should be read in conjunction with the company's 2003 audited consolidated financial statements. These financial statements contain all adjustments which management believes necessary for fair presentation of the financial position, results of operations and cash flows. a. Basis of presentation The consolidated financial statements include the accounts of the Company and from their respective dates of acquisition of control or formation of its wholly owned subsidiaries. All inter-company transactions and amounts have been eliminated on consolidation. b. Goodwill

POINTS INTERNATIONAL LTD. NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2004 1. ACCOUNTING POLICIES The company's interim financial statements have been prepared using accounting policies consistent with those used for the preparation of its annual financial statements. These interim financial statements should be read in conjunction with the company's 2003 audited consolidated financial statements. These financial statements contain all adjustments which management believes necessary for fair presentation of the financial position, results of operations and cash flows. a. Basis of presentation The consolidated financial statements include the accounts of the Company and from their respective dates of acquisition of control or formation of its wholly owned subsidiaries. All inter-company transactions and amounts have been eliminated on consolidation. b. Goodwill Goodwill represents the excess of the purchase price of acquired companies over the estimated fair value of the tangible and intangible net assets acquired. Goodwill is not amortized. The company currently compares the carrying amount of the goodwill to the fair value, at least annually, and recognizes in net income any impairment in value. c. Intangible assets Intangible assets represent the fair value of contracts acquired by the company on MilePoint, Inc, acquisition. The carrying value of these contracts will be amortized on a straight-line basis over the life of the contracts. 2. LOSS PER SHARE a) Basic loss per share Loss per share is calculated on the basis of the weighted average number of common shares outstanding for the three months ended March 31 that amounted to 63,394,531 shares (March 31, 2003 - 54,606,209). b) Fully-diluted loss per share The fully-diluted loss per share has not been computed, as the effect would be anti-dilutive.

3. SEGMENTED INFORMATION Reportable segments: The company has only one operating segment whose operating results are regularly reviewed by the company's chief operating decision maker and for which complete and discrete financial information is available. The company's business is carried on in the industry of loyalty program asset management. The attached consolidated balance sheets as at March 31, 2004 and December 31, 2003 present the financial position of this segment. The continuing operations reflected on the attached consolidated statements of operations are those of this operating segment. Enterprise-wide disclosures: $1,475,886 (March 31, 2003 - $1,319,997) of the company's revenues were generated in the U.S. for the three month period, with the remaining revenues generated in Canada, Europe and Asia. A significant majority of the company's assets are located in Canada. 4. ECONOMIC DEPENDENCE

3. SEGMENTED INFORMATION Reportable segments: The company has only one operating segment whose operating results are regularly reviewed by the company's chief operating decision maker and for which complete and discrete financial information is available. The company's business is carried on in the industry of loyalty program asset management. The attached consolidated balance sheets as at March 31, 2004 and December 31, 2003 present the financial position of this segment. The continuing operations reflected on the attached consolidated statements of operations are those of this operating segment. Enterprise-wide disclosures: $1,475,886 (March 31, 2003 - $1,319,997) of the company's revenues were generated in the U.S. for the three month period, with the remaining revenues generated in Canada, Europe and Asia. A significant majority of the company's assets are located in Canada. 4. ECONOMIC DEPENDENCE For the three-month period ended March 31, 2004, approximately 65% of the company's revenues are from its two largest customers (65% at March 31, 2003). In addition, as at March 31, 2004, 80% of the company's deposits are due to these customers (58% as at December 31, 2003). 5. STOCK-BASED COMPENSATION Effective January 1, 2002 the company adopted CICA 3870 ("Stock-based Compensation and Other Stockbased Payments"). As permitted by CICA 3870 the company has applied this change prospectively for new awards granted on or after January 1, 2002. The company has chosen to recognize no compensation when stock options are granted to employees and directors under stock option plans with no cash settlement features. In periods prior to January 1, 2002 the company recognized no compensation when stock or stock options were issued to employees. Supplementary pro forma information regarding net income is required by CICA 3870 as if the company had accounted for its employee stock options granted after December 31, 2001 under the fair value method. During the quarter ended March 31, 2004, no options were issued to employees. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting periods. The company's pro forma net income under Canadian GAAP would be reduced by approximately $56,100 for the three months ended March 31, 2004. Basic loss-per-share figures would not have changed.

6. STATEMENT OF CASH FLOWS a. Changes in non-cash balances related to operations are as follows:
MARCH 31, 2004 ---------$ 117,270 (300,445) (225,791) 5,493,837 74,509 ---------$5,159,380 ========== MARCH 31, 2003 ---------$ (234,143) (172,762) (139,018) 3,958,613 ----------$3,412,690 ==========

FOR THE THREE MONTHS ENDED -------------------------Decrease (Increase) in accounts receivable Increase in prepaid and sundry assets Decrease in accounts payable and accrued liabilities Increase in deposits Increase in liability related to MilePoint, Inc. acquisition

b. Supplemental information Interest and taxes Interest of $261 was paid during the three month period ended March 31, 2004 (three months ended March 31, 2003 - $4,549). Interest revenue of $85,052 was earned during the three month period ended March 31, 2004

6. STATEMENT OF CASH FLOWS a. Changes in non-cash balances related to operations are as follows:
MARCH 31, 2004 ---------$ 117,270 (300,445) (225,791) 5,493,837 74,509 ---------$5,159,380 ========== MARCH 31, 2003 ---------$ (234,143) (172,762) (139,018) 3,958,613 ----------$3,412,690 ==========

FOR THE THREE MONTHS ENDED -------------------------Decrease (Increase) in accounts receivable Increase in prepaid and sundry assets Decrease in accounts payable and accrued liabilities Increase in deposits Increase in liability related to MilePoint, Inc. acquisition

b. Supplemental information Interest and taxes Interest of $261 was paid during the three month period ended March 31, 2004 (three months ended March 31, 2003 - $4,549). Interest revenue of $85,052 was earned during the three month period ended March 31, 2004 (three months ended March 31, 2003 - $20,671). No income taxes have been paid. Non-cash transactions Non-cash transactions for the quarter ended March 31, 2004 are as follows: (i) 185,999 shares of Points.com Inc. were acquired in exchange for 465,724 shares of the Corporation. (ii) 4,000,000 shares (valued at $4,000,000) of the Corporation were issued as part consideration in the acquisition of MilePoint, Inc. (see Note 6). (iii) $9,937 of revenue earned for hosting services provided was paid in loyalty currency. The currency was valued at the purchase price of the miles. The expense will be recognized as the currency is used. (iv) The Corporation received $41,415 of loyalty currency from a partner as reimbursement of a portion of the partner's direct expenses for the services provided by the Corporation. (v) Interest of $207,024 was accrued on the convertible debenture. (vi) Interest of $217,000 was accrued on the Series Two Preferred.

c. Cash and cash equivalents consist of:
MARCH 31, 2004 ----------$16,656,147 5,680,274 1,906,810 ----------$24,243,231 =========== DECEMBER 31, 2003 -----------$ 9,046,701 9,627,468 1,600,667 ----------$20,274,836 ===========

Cash Short-term investments Cash held by credit card processor

7. MILEPOINT INC. ACQUISITION On March 31, 2004 Points acquired substantially all of the assets of MilePoint, Inc., a loyalty program

c. Cash and cash equivalents consist of:
MARCH 31, 2004 ----------$16,656,147 5,680,274 1,906,810 ----------$24,243,231 =========== DECEMBER 31, 2003 -----------$ 9,046,701 9,627,468 1,600,667 ----------$20,274,836 ===========

Cash Short-term investments Cash held by credit card processor

7. MILEPOINT INC. ACQUISITION On March 31, 2004 Points acquired substantially all of the assets of MilePoint, Inc., a loyalty program technology provider and operator. The purchase price of $7.5 million was satisfied through a combination of $3.5 million in cash payable, without interest, over two years and four million common shares. The cost of the acquisition and the fair values assigned are as follows:
Intangibles Contracts with Partners Goodwill $ 225,000 3,450,000 3,975,000 ---------$7,650,000 ==========

Consideration: Cost of Transaction Capital Stock Issued Acquisition Loan Payable

$ 200,000 4,000,000 3,450,000 ---------$7,650,000 ==========

The acquired contracts with partners will be amortized over the life of the contracts. The goodwill and other intangibles will not be amortized; these will be reviewed annually and any permanent impairment will be recorded and charged to income in the year that the impairment has occurred. The loan payable, which has a face value of $3,500,000, is discounted to its fair value as it is non interest bearing and due over two years. 8. MILEPOINT INC. ACQUISITION PAYMENTS Payments under the terms of the acquisition loan payable are as follows:
Acquisition Loan Payable Less: Current Portion Long-Term Portion $3,450,000 2,684,877 ---------$ 765,123 ==========

Exhibit 99.54 (POINTS INTERNATIONAL LTD LOGO) (INTERVAL INTERNATIONAL(R) LOGO) THE QUALITY VACATION EXCHANGE NETWORK INTERVAL INTERNATIONAL JOINS WITH POINTS.COM TO OFFER ITS

Exhibit 99.54 (POINTS INTERNATIONAL LTD LOGO) (INTERVAL INTERNATIONAL(R) LOGO) THE QUALITY VACATION EXCHANGE NETWORK INTERVAL INTERNATIONAL JOINS WITH POINTS.COM TO OFFER ITS MEMBERS UNLIMITED EXCHANGES ON THE POINTS EXCHANGE VACATION EXCHANGE COMPANY BECOMES POINTS INTERNATIONAL'S FIRST TIMESHARE PARTNER MIAMI, FL, AND TORONTO -- APRIL 29, 2004 -- Interval International, a leading global vacation exchange company, today announced that it has signed an agreement with Points International Ltd. (TSX: PTS), the only independent loyalty exchange service and operator of The Points Exchange at www.points.com. The multi-year exclusive agreement expands Interval's affinity-building, value-added services to its consumer members by providing them with unlimited exchanges on The Points Exchange network. Points.com's pointsplus membership, valued at $19.95, will now be included in Interval's basic U.S., Caribbean, and Canadian membership packages available to more than one million consumer members. Pointsplus gives all current and future Interval members the opportunity to instantly combine points and miles from their favorite loyalty programs. The Points Exchange network consists of more than 3,600 exchange options with travel providers, retailers and more. Interval members with Points.com accounts will be able to exchange loyalty points among participating pointsxchange(R) programs with the simple click of a mouse. "Since our members are frequent travelers and the majority are currently affiliated with loyalty-based programs, we know this additional layer of flexibility will enhance our already robust year-round offerings," said Jeanette Marbert, chief operating officer of Interval International. "We are extremely pleased to partner with Points.com on this unique benefit that results from both company's relationship with IAC/InterActiveCorp." "Interval's experience and expertise in the timeshare industry adds a completely new and unique vertical to our partner base. We look forward to welcoming their members to our ever-expanding network," said Rob MacLean, chief executive officer of Points International Ltd.

The agreement makes Interval International the second IAC/InterActiveCorp operating business to partner with Points.com and expands Points International's involvement with the IAC/InterActiveCorp (Nasdaq: IACI) group of companies. In April 2003, IAC acquired 19.9 percent of Points International, as well as an option on an additional 35 percent over the next 25 months. Last December, Points partnered with Reserve America, a camping reservation and campground management resource, to provide The Points Exchange as a trading forum for its Reserve Rewards loyalty currency. ABOUT INTERVAL INTERNATIONAL Since 1976, Interval International has led the vacation ownership industry with innovative products and the highest levels of quality, service, and value complemented by a global network of more than 2,000 resorts in 75 countries. With its headquarters located in Miami, Florida, Interval employs nearly 1,700 people worldwide and serves its developer clients and over 1.6 million member families through 26 offices in 17 countries. Interval provides its members - timeshare owners from around the world - with a variety of exchange services and yearround travel related benefits to enhance their vacation experiences. Interval International is an operating business

The agreement makes Interval International the second IAC/InterActiveCorp operating business to partner with Points.com and expands Points International's involvement with the IAC/InterActiveCorp (Nasdaq: IACI) group of companies. In April 2003, IAC acquired 19.9 percent of Points International, as well as an option on an additional 35 percent over the next 25 months. Last December, Points partnered with Reserve America, a camping reservation and campground management resource, to provide The Points Exchange as a trading forum for its Reserve Rewards loyalty currency. ABOUT INTERVAL INTERNATIONAL Since 1976, Interval International has led the vacation ownership industry with innovative products and the highest levels of quality, service, and value complemented by a global network of more than 2,000 resorts in 75 countries. With its headquarters located in Miami, Florida, Interval employs nearly 1,700 people worldwide and serves its developer clients and over 1.6 million member families through 26 offices in 17 countries. Interval provides its members - timeshare owners from around the world - with a variety of exchange services and yearround travel related benefits to enhance their vacation experiences. Interval International is an operating business of IAC/InterActiveCorp. ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com. ###

FOR MORE INFORMATION, PRESS ONLY:

FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES ABOUT POINTS INTERNATIONAL: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR INTERVAL Chris Boesch 1 305 666-1861 ext. 7267

CHRIS.BOESCH@INTERVALINTL.COM Source: Points International Ltd (TSX:PTS) THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Exhibit 99.55 (POINTS INTERNATIONAL LTD LOGO) (S&H GREENPOINTS(R) LOGO) S&H GREENPOINTS(R) JOINS POINTS INTERNATIONAL'S POINTS EXCHANGE

FOR MORE INFORMATION, PRESS ONLY:

FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES ABOUT POINTS INTERNATIONAL: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR INTERVAL Chris Boesch 1 305 666-1861 ext. 7267

CHRIS.BOESCH@INTERVALINTL.COM Source: Points International Ltd (TSX:PTS) THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Exhibit 99.55 (POINTS INTERNATIONAL LTD LOGO) (S&H GREENPOINTS(R) LOGO) S&H GREENPOINTS(R) JOINS POINTS INTERNATIONAL'S POINTS EXCHANGE LONGEST-RUNNING LOYALTY PROGRAM IS NEWEST CURRENCY CONSUMERS CAN TRADE ON POINTS.COM TORONTO & SALEM, MA - APRIL 28, 2004 - Points International Ltd. (TSX: PTS), operator of The Points Exchange, the only independent loyalty points exchange - at www.points.com - today announced that S&H greenpoints has joined The Points Exchange program. The S&H greenpoints rewards program is the digital reinvention of The Sperry & Hutchinson Company's Green Stamps, which originated in 1896. The greenpoints program enables consumers to earn points on the things they buy every day at participating grocery stores, with service partners via the www.greenpoints.com shopping portal or through the S&H credit card. S&H greenpoints helps to drive more than $4 billion in annual grocery sales with 3 million consumers enrolled in the program across 11 states. Under the agreement, Points.com members can exchange miles or points from airlines, hotels, and other retailers into greenpoints, gaining access to the company's extensive rewards catalog that includes home goods, jewelry, electronics, and much more. S&H greenpoints can also be redeemed at participating grocery stores. In addition, members with accumulated greenpoints can trade their value on Points.com, which offers more than 3,600 exchange options with leading loyalty programs such as eBay Anything Points, American Airlines AAdvantage program, US Airways Dividend Miles(R), and Priority Club(R) Rewards. "At S&H greenpoints, we're always looking for new ways to add value for our membership base, and the partnership with Points International is a great way for our members to earn even more greenpoints and do more with the greenpoints they earn on purchases from participating retailers," said Ron Pedersen, President and CEO of S&H greenpoints. "The Points Exchange, and the hundreds of retailers associated with it, is a natural complement to the broad appeal of greenpoints." Rob MacLean, CEO of Points International, added: "Today's announcement demonstrates our commitment to partnering with highly regarded leaders in the loyalty space on behalf of Points.com members. The Sperry & Hutchinson Company has been an innovator in loyalty and rewards for more than 100 years, and we look

Exhibit 99.55 (POINTS INTERNATIONAL LTD LOGO) (S&H GREENPOINTS(R) LOGO) S&H GREENPOINTS(R) JOINS POINTS INTERNATIONAL'S POINTS EXCHANGE LONGEST-RUNNING LOYALTY PROGRAM IS NEWEST CURRENCY CONSUMERS CAN TRADE ON POINTS.COM TORONTO & SALEM, MA - APRIL 28, 2004 - Points International Ltd. (TSX: PTS), operator of The Points Exchange, the only independent loyalty points exchange - at www.points.com - today announced that S&H greenpoints has joined The Points Exchange program. The S&H greenpoints rewards program is the digital reinvention of The Sperry & Hutchinson Company's Green Stamps, which originated in 1896. The greenpoints program enables consumers to earn points on the things they buy every day at participating grocery stores, with service partners via the www.greenpoints.com shopping portal or through the S&H credit card. S&H greenpoints helps to drive more than $4 billion in annual grocery sales with 3 million consumers enrolled in the program across 11 states. Under the agreement, Points.com members can exchange miles or points from airlines, hotels, and other retailers into greenpoints, gaining access to the company's extensive rewards catalog that includes home goods, jewelry, electronics, and much more. S&H greenpoints can also be redeemed at participating grocery stores. In addition, members with accumulated greenpoints can trade their value on Points.com, which offers more than 3,600 exchange options with leading loyalty programs such as eBay Anything Points, American Airlines AAdvantage program, US Airways Dividend Miles(R), and Priority Club(R) Rewards. "At S&H greenpoints, we're always looking for new ways to add value for our membership base, and the partnership with Points International is a great way for our members to earn even more greenpoints and do more with the greenpoints they earn on purchases from participating retailers," said Ron Pedersen, President and CEO of S&H greenpoints. "The Points Exchange, and the hundreds of retailers associated with it, is a natural complement to the broad appeal of greenpoints." Rob MacLean, CEO of Points International, added: "Today's announcement demonstrates our commitment to partnering with highly regarded leaders in the loyalty space on behalf of Points.com members. The Sperry & Hutchinson Company has been an innovator in loyalty and rewards for more than 100 years, and we look forward to building off of their expertise in the industry." ###

MORE ABOUT POINTS INTERNATIONAL LTD. AND WWW.POINTS.COM Points operates The Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 35 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), US Airways (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney and many more. Through a portfolio of custom technology solutions, Points is building rewarding partnerships with the world's leading loyalty players. Additional Points Solutions include the innovative pointspurchase(TM) and pointsgift

MORE ABOUT POINTS INTERNATIONAL LTD. AND WWW.POINTS.COM Points operates The Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 35 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), US Airways (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney and many more. Through a portfolio of custom technology solutions, Points is building rewarding partnerships with the world's leading loyalty players. Additional Points Solutions include the innovative pointspurchase(TM) and pointsgift solutions, which power the online sale of miles and points to members of leading loyalty programs. Points Solutions, including The Points Exchange, are internationally marketed to travel providers and loyalty programs through a distribution alliance with Sabre, the leading provider of technology, distribution and marketing services for the travel industry. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com. ABOUT S&H GREENPOINTS S&H greenpoints, one of the country's leading retail loyalty solutions providers, is the digital reinvention of S&H Green Stamps. The Sperry & Hutchinson Company, Inc., which markets the S&H greenpoints program, has been in the rewards business for more than 100 years. All S&H programs operate using state-of-the-art proprietary technology. S&H, S&H greenpoints, greenpoints and Green Stamps are registered service marks of The Sperry & Hutchinson Company, Inc. Additional information is available at www.greenpoints.com.
FOR MORE INFORMATION, PRESS ONLY: FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES ABOUT POINTS INTERNATIONAL: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR S&H SOLUTIONS Ronald Margulis RAM Communications 908.232.3230 ron@rampr.com

Source: Points International Ltd (TSX: PTS) THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.56 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL LTD. REPORTS 2003 YEAR END RESULTS HIGHLIGHTS INCLUDE 147% ANNUAL REVENUE GROWTH; NEW PARTNERSHIPS WITH INDUSTRY LEADERS

Exhibit 99.56 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL LTD. REPORTS 2003 YEAR END RESULTS HIGHLIGHTS INCLUDE 147% ANNUAL REVENUE GROWTH; NEW PARTNERSHIPS WITH INDUSTRY LEADERS TORONTO, APRIL 26, 2004 - Points International Ltd (TSX: PTS), operator of the only independent loyalty program currency exchange - at www.points.com - reported financial results for 2003. "Points marked an impressive year in 2003," noted CEO Rob MacLean. "In addition to 147% revenue growth, we are pleased with the results of our focus on major new partners and corporate relationships. During 2003 and into early 2004, our team launched and enhanced several important relationships with the world's leading loyalty players, including American Airlines, eBay, US Airways, Lufthansa and Priority Club Rewards, just to name a few. Our 2003 partnership with strategic investor and major online player InterActiveCorp was also a major achievement and significant corporate watershed event." In addition, on March 31, 2004, Points completed the acquisition of substantially all of the assets of MilePoint, Inc. "We look forward to building on the long term customer relationships acquired from MilePoint, including Northwest Airlines, Delta Air Lines, Midwest Airlines and Starwood Hotels & Resorts," MacLean said. "With this dynamic partner base, the opportunity for Points Solutions, particularly our key focus - The Points Exchange - is impressive. Billions of points and miles have now been transacted through our Points Solutions platform and we look forward to accelerating this growth." 2003 Financial Highlights include: - Revenue of $5.86 million for 2003, compared with revenue of $2.37 million earned during 2002. Management continues to expect solid revenue growth in 2004. - G&A expenses were $8.03 million, up from $6.94 million for 2002. The 15% growth in G&A expenses was related to investments for new partner acquisitions and the expanding eBay relationship. Points continues to expect managed growth in G&A expenses. - A reduction in the annual net loss, to $6.54 million for 2003 compared with $7.81 for 2002. Growth in revenue was the major contributor to the reduction of net losses. Non-cash expenses were $4.36 million during 2003, accounting for approximately 66% of the net loss. Non cash charges included $1.48 million in interest accrued on the convertible debenture and the Series Two Preferred Share and $2.88 million in amortization of property, plant and equipment, intangible assets and deferred costs. - Earnings before interest, taxes, depreciation and amortization ("EBITDA") of negative $2.17 million for 2003, a significant improvement compared with negative $4.57 million for 2002. The decrease in the loss was related to the growth of revenues, partially offset by the 15% increase in the general and administration expenses. - Cash at year-end 2003 of $20.27 million, compared with $7.34 million at December 31, 2002. Increased cash is attributed to growth in Points business and the $15.1 million strategic investment of InterActiveCorp ("IAC") in April 2003.

- As at year-end, Points has powered the online exchange, sale and transfer of over 3.03 billion points and miles, up from 977 million at year-end 2002. - Points Exchange activity continued to demonstrate strong growth in 2003, with 500% more points and miles being exchanged vs. 2002. The transaction size of each exchange also grew in 2003, to 16,000 points per exchange, an increase of 30% over 2002. Additional financial and business metrics will be discussed in the Corporation's annual continuous disclosure

- As at year-end, Points has powered the online exchange, sale and transfer of over 3.03 billion points and miles, up from 977 million at year-end 2002. - Points Exchange activity continued to demonstrate strong growth in 2003, with 500% more points and miles being exchanged vs. 2002. The transaction size of each exchange also grew in 2003, to 16,000 points per exchange, an increase of 30% over 2002. Additional financial and business metrics will be discussed in the Corporation's annual continuous disclosure materials, including Management's Discussion and Analysis and the audited financial statements. The annual continuous disclosure materials are expected to be released on or about May 19, 2004. 2003 Business Developments Highlights: - A key strategic relationship with IAC, a leading online travel and retail player. Points looks forward to the business and marketing opportunities presented within the IAC group of companies and their numerous partners in the travel, retail, ticketing, personals, local services and financial services. - A new multi-year agreement with cornerstone partner American Airlines AAdvantage program, the world's largest loyalty program. The new agreement extends a number of existing short-term agreements through 2007, including those for the Points Exchange. - An exciting new relationships with eBay. Points invested significant resources and effort to build and launch several solutions for the eBay Anything Points program - solutions that are critical to eBay's new loyalty program. These solutions, along with participation in the Points Exchange, have provided the early basis for a great long term relationship. - Expansion of the Points Exchange to include offerings from programs such as US Airways(R), eBay Anything Points, Marriott International Inc., Cathay Pacific, Priority Club Rewards(R) and ReserveAmerica, an IAC affiliate. Points continues to focus on adding partners to enhance the 3,600 exchange options available to consumers. "Starting 2004 with the acquisition of MilePoint's assets, and with other significant business development progress, I feel that 2004 holds much promise for Points," MacLean said. "The Points team looks forward to continued revenue growth as we capitalize on our newly enhanced partner base and build upon a year of successes in all areas of our business."

ABOUT POINTS INTERNATIONAL LTD. Points operates The Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 35 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club Rewards(R)), Air Canada (Aeroplan), US Airways (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney(R) and many more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com. CONTACT: FOR PRESS ONLY: Jeremy Adams, Edelman Public Relations (312) 233-1226, jeremy.adams@edelman.com FOR INVESTOR RELATIONS: Steve Yuzpe, CFO, Points International

ABOUT POINTS INTERNATIONAL LTD. Points operates The Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 35 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club Rewards(R)), Air Canada (Aeroplan), US Airways (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney(R) and many more. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com. CONTACT: FOR PRESS ONLY: Jeremy Adams, Edelman Public Relations (312) 233-1226, jeremy.adams@edelman.com FOR INVESTOR RELATIONS: Steve Yuzpe, CFO, Points International (416) 596-6382, Steve.Yuzpe@points.com FOR PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard, President, Points International (416) 596-6381, christopher.barnard@points.com. THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE ATTACHMENT: POINTS INTERNATIONAL LTD. EXCERPTS FROM CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003

POINTS INTERNATIONAL LTD. CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31 ----------------ASSETS CURRENT Cash and short-term investments (Note 3) Accounts receivable Prepaids and sundry assets 2003 ----------2002 -----------

$20,274,836 1,004,370 825,221 ----------22,104,427 161,629 513,723 1,320,692 590,000 2,790,816 ----------$27,481,286 ===========

$ 7,341,700 267,632 657,367 ----------8,266,699 161,629 1,764,199 1,946,539 590,000 410,954 ----------$13,140,020 ===========

LONG-TERM INVESTMENTS PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS FUTURE INCOME TAXES RECOVERABLE DEFERRED COSTS

POINTS INTERNATIONAL LTD. CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31 ----------------ASSETS CURRENT Cash and short-term investments (Note 3) Accounts receivable Prepaids and sundry assets 2003 ----------2002 -----------

$20,274,836 1,004,370 825,221 ----------22,104,427 161,629 513,723 1,320,692 590,000 2,790,816 ----------$27,481,286 ===========

$ 7,341,700 267,632 657,367 ----------8,266,699 161,629 1,764,199 1,946,539 590,000 410,954 ----------$13,140,020 ===========

LONG-TERM INVESTMENTS PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS FUTURE INCOME TAXES RECOVERABLE DEFERRED COSTS

POINTS INTERNATIONAL LTD. CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31 ----------------LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of obligation under capital leases 2003 -----------2002 ------------

$

1,187,598 10,455,646

$

1,017,955 8,946,631

------------11,643,245 8,036,372 13,024,478 -----------32,704,095 ------------

407,128 -----------10,371,715 7,182,500 ------------17,554,215 ------------

CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK WARRANTS DEFICIT 17,728,461 2,785,737 (25,737,007) -----------(5,222,809) -----------$ 27,481,286 ============ 14,361,033 425,588 (19,200,816) -----------(4,414,195) -----------$ 13,140,020 ============

See Accompanying Notes 5.

POINTS INTERNATIONAL LTD.

POINTS INTERNATIONAL LTD. CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31 ----------------LIABILITIES CURRENT Accounts payable and accrued liabilities Deposits Current portion of obligation under capital leases 2003 -----------2002 ------------

$

1,187,598 10,455,646

$

1,017,955 8,946,631

------------11,643,245 8,036,372 13,024,478 -----------32,704,095 ------------

407,128 -----------10,371,715 7,182,500 ------------17,554,215 ------------

CONVERTIBLE DEBENTURE CONVERTIBLE PREFERRED SHARES

SHAREHOLDERS' EQUITY CAPITAL STOCK WARRANTS DEFICIT 17,728,461 2,785,737 (25,737,007) -----------(5,222,809) -----------$ 27,481,286 ============ 14,361,033 425,588 (19,200,816) -----------(4,414,195) -----------$ 13,140,020 ============

See Accompanying Notes 5.

POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE YEARS ENDED DECEMBER 31 ------------------------------REVENUES Points operations Interest and other revenue 2003 -----------$ 5,502,744 355,960 -----------5,858,704 8,029,471 -----------(2,170,767) -----------853,872 624,478 9,753 2,877,321 -----------4,365,424 -----------(6,536,191) ------------(6,536,191) (19,200,816) -----------2002 -----------$ 2,308,846 59,446 -----------2,368,292 6,941,069 -----------(4,572,777) -----------660,000 -50,071 2,408,800 -----------3,118,871 -----------(7,691,648) (115,730) -----------(7,807,378) (11,393,438) ------------

GENERAL AND ADMINISTRATION LOSS - Before interest, amortization and other deductions Interest on convertible debenture Interest on Series Two Preferred Share Interest and bank charges Amortization of property, plant and equipment, intangible assets and deferred costs

LOSS - From continuing operations Loss from discontinued operations NET LOSS DEFICIT - Beginning of year

POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE YEARS ENDED DECEMBER 31 ------------------------------REVENUES Points operations Interest and other revenue 2003 -----------$ 5,502,744 355,960 -----------5,858,704 8,029,471 -----------(2,170,767) -----------853,872 624,478 9,753 2,877,321 -----------4,365,424 -----------(6,536,191) ------------(6,536,191) (19,200,816) -----------$(25,737,007) ============ $ (0.11) ============ $ (0.11) ============ 2002 -----------$ 2,308,846 59,446 -----------2,368,292 6,941,069 -----------(4,572,777) -----------660,000 -50,071 2,408,800 -----------3,118,871 -----------(7,691,648) (115,730) -----------(7,807,378) (11,393,438) -----------$(19,200,816) ============ $ (0.15) ============ $ (0.15) ============

GENERAL AND ADMINISTRATION LOSS - Before interest, amortization and other deductions Interest on convertible debenture Interest on Series Two Preferred Share Interest and bank charges Amortization of property, plant and equipment, intangible assets and deferred costs

LOSS - From continuing operations Loss from discontinued operations NET LOSS DEFICIT - Beginning of year DEFICIT - End of year LOSS PER SHARE - From continuing operations NET LOSS PER SHARE

POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31 ------------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net loss from continuing operations Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs Amortization - acquired technology Shares issued in exchange for services Warrants issued in exchange for services Interest on Series Two Preferred Share Interest accrued on convertible debenture 2003 ----------$(6,536,191) 2002 ----------$(7,691,648)

1,589,206 531,914 756,201 --624,478 853,872 ----------(2,180,520) 774,066 ----------(1,406,454) -----------

1,512,887 328,763 567,150 366,379 2,775 -660,000 ----------(4,253,694) 7,130,198 ----------2,876,504 -----------

Changes in non-cash balances related to operations (Note 12 (a)) CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES Repayment of loans receivable from significantly influenced companies Purchase of property, plant and equipment, net of proceeds Purchase of intangible assets

-(338,730) (130,353)

19,500 (45,551) (144,774)

POINTS INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31 ------------------------------CASH FLOWS FROM OPERATING ACTIVITIES Net loss from continuing operations Items not affecting cash Amortization of property, plant and equipment Amortization of deferred costs Amortization - acquired technology Shares issued in exchange for services Warrants issued in exchange for services Interest on Series Two Preferred Share Interest accrued on convertible debenture 2003 ----------$(6,536,191) 2002 ----------$(7,691,648)

1,589,206 531,914 756,201 --624,478 853,872 ----------(2,180,520) 774,066 ----------(1,406,454) -----------

1,512,887 328,763 567,150 366,379 2,775 -660,000 ----------(4,253,694) 7,130,198 ----------2,876,504 -----------

Changes in non-cash balances related to operations (Note 12 (a)) CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES Repayment of loans receivable from significantly influenced companies Purchase of property, plant and equipment, net of proceeds Purchase of intangible assets Fees paid on acquisition (Note 13) CASH FLOWS USED IN INVESTING ACTIVITIES

-(338,730) (130,353) -----------(469,083) -----------

19,500 (45,551) (144,774) (139,750) ----------(310,575) -----------

CASH FLOWS FROM FINANCING ACTIVITIES Costs (issuance of Series Two Preferred Share & warrant) Deferred financing costs Repayment of obligations under capital leases Issuance of warrants Issuance of Series Two Preferred Share Issuance of capital stock, net of share issue costs CASH FLOWS PROVIDED BY FINANCING ACTIVITIES INCREASE IN CASH FROM CONTINUING ACTIVITIES CASH FLOWS USED IN DISCONTINUED OPERATIONS INCREASE IN CASH FROM ALL ACTIVITIES CASH AND SHORT TERM INVESTMENTS - Beginning of year CASH AND SHORT TERM INVESTMENTS - End of year

(717,048) (2,194,728) (407,128) 2,700,000 12,400,000 3,027,577 ----------14,808,673 ----------12,933,136 -----------12,933,136 7,341,700 ----------$20,274,836 ===========

--(634,795) --2,631,916 ----------1,997,121 ----------4,563,050 (115,730) ----------4,447,320 2,894,380 ----------$ 7,341,700 ===========

Exhibit 99.57 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL COMPLETES ACQUISITION OF ASSETS OF MILEPOINT, INC. Combined solutions to create loyalty industry's most comprehensive product offerings TORONTO - APRIL 2, 2004 - Points International Ltd. (TSX: PTS), the only independent loyalty exchange service and operator of The Points Exchange at www.points.com, completed the acquisition of substantially all of the assets of MilePoint, Inc., on March 31, 2004. This transaction was announced on March 11, 2004. The purchase price of C$7.5 million was satisfied through a combination of C$3.5 million in cash and four million

Exhibit 99.57 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL COMPLETES ACQUISITION OF ASSETS OF MILEPOINT, INC. Combined solutions to create loyalty industry's most comprehensive product offerings TORONTO - APRIL 2, 2004 - Points International Ltd. (TSX: PTS), the only independent loyalty exchange service and operator of The Points Exchange at www.points.com, completed the acquisition of substantially all of the assets of MilePoint, Inc., on March 31, 2004. This transaction was announced on March 11, 2004. The purchase price of C$7.5 million was satisfied through a combination of C$3.5 million in cash and four million common shares. With the completion of the acquisition, Points International has taken another step forward in adding to its impressive partner base and to the potential of both The Points Exchange and its broad portfolio of customer loyalty solutions. Points International looks forward to building on the long term customer relationships acquired from MilePoint, including Northwest Airlines, Delta Air Lines, and Starwood Hotels. Points International also welcomes new relationships with several loyalty market experts who have been instrumental in the success of MilePoint. In connection with the acquisition, Points International has retained the consulting services of MilePoint's founders, and loyalty industry veterans, Mark Lacek and Peter Brennan. ABOUT POINTS INTERNATIONAL LTD. Points operates The Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one

participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 35 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), US Airways (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney and many more.
### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR INVESTOR RELATIONS, Steve Yuzpe CFO, Points International +1 416 596 6382 Steve.Yuzpe@points.com FOR PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.

Exhibit 99.58

participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 35 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), US Airways (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney and many more.
### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR INVESTOR RELATIONS, Steve Yuzpe CFO, Points International +1 416 596 6382 Steve.Yuzpe@points.com FOR PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.

Exhibit 99.58 (POINTS INTERNATIONAL LTD LOGO) EBAY AND POINTS INTERNATIONAL ENHANCE POINTS EXCHANGE AGREEMENT THE POINTS EXCHANGE WILL BE THE EXCLUSIVE VEHICLE FOR EBAY'S ANYTHING POINTS MEMBERS TO CONVERT ANYTHING POINTS TO AND FROM FUTURE AIRLINE, HOTEL, AND MAJOR ONLINE LOYALTY PROGRAM PARTNERS. POINTS EXCHANGE CONTRACT TERM IS ALSO EXTENDED. TORONTO - MARCH 23RD, 2004 - Points International Ltd. (TSX: PTS), operator of The Points Exchange, the only independent loyalty program currency exchange at www.points.com, and eBay Inc. of San Jose, CA announced today enhancements to their current partnership. The Points Exchange becomes the primary vehicle for all airline, hotel, and major online loyalty program partners wanting to trade with eBay's Anything Points program. "This is a great win for Points and eBay as well as our current and potential partners," said Rob MacLean, CEO of Points International. "With this partnership, we will manage all future airline, hotel and other major loyalty program exchange relationships for eBay's Anything Points program." In conjunction with The Points Exchange becoming the primary trading vehicle for the Anything Points program, the agreement has two other important aspects: 1) When users sign up to become an Anything Points member, they will be given the option to also become a Points.com member and will receive their first exchange free. 2) Points and eBay will award a 2,100 Anything Points bonus (worth $21 USD) for eBay users who purchase a PointsPlus membership from Points.com. The PointsPlus membership, which is $19.95 per year, offers unlimited exchanges.

This promotion will be marketed to eBay members on the Anything Points website and Points.com.

Exhibit 99.58 (POINTS INTERNATIONAL LTD LOGO) EBAY AND POINTS INTERNATIONAL ENHANCE POINTS EXCHANGE AGREEMENT THE POINTS EXCHANGE WILL BE THE EXCLUSIVE VEHICLE FOR EBAY'S ANYTHING POINTS MEMBERS TO CONVERT ANYTHING POINTS TO AND FROM FUTURE AIRLINE, HOTEL, AND MAJOR ONLINE LOYALTY PROGRAM PARTNERS. POINTS EXCHANGE CONTRACT TERM IS ALSO EXTENDED. TORONTO - MARCH 23RD, 2004 - Points International Ltd. (TSX: PTS), operator of The Points Exchange, the only independent loyalty program currency exchange at www.points.com, and eBay Inc. of San Jose, CA announced today enhancements to their current partnership. The Points Exchange becomes the primary vehicle for all airline, hotel, and major online loyalty program partners wanting to trade with eBay's Anything Points program. "This is a great win for Points and eBay as well as our current and potential partners," said Rob MacLean, CEO of Points International. "With this partnership, we will manage all future airline, hotel and other major loyalty program exchange relationships for eBay's Anything Points program." In conjunction with The Points Exchange becoming the primary trading vehicle for the Anything Points program, the agreement has two other important aspects: 1) When users sign up to become an Anything Points member, they will be given the option to also become a Points.com member and will receive their first exchange free. 2) Points and eBay will award a 2,100 Anything Points bonus (worth $21 USD) for eBay users who purchase a PointsPlus membership from Points.com. The PointsPlus membership, which is $19.95 per year, offers unlimited exchanges.

This promotion will be marketed to eBay members on the Anything Points website and Points.com. "The Points Exchange provides Anything Points members with a broad range of trading options, and we look forward to continuing to grow this relationship." - says, Todd Kurie, Director of eBay Anything Points. Points International and eBay have also agreed to extend the term of their original Points Exchange Agreement, executed in August 2003, until December 2005. Beginning in 2003, Points International has implemented several Points Solutions that are used by the Anything Points program, including: - POINTSXCHANGE - Allowing users to exchange their loyalty currencies with eBay Anything Points on Points.com, the world's only independent loyalty currency exchange, located at www.points.com. - POINTSINTEGRATE - Integrating the Anything Points program with its "earn" partners with many industry leaders. Today's announcement is one in a series of recent agreements between Points International and eBay. In addition, in November 2003, Points International developed for eBay the eBay Offer Manager Tool, a custom technology application that allows eBay sellers to issue Anything Points to buyers who purchase their items on eBay. ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve

This promotion will be marketed to eBay members on the Anything Points website and Points.com. "The Points Exchange provides Anything Points members with a broad range of trading options, and we look forward to continuing to grow this relationship." - says, Todd Kurie, Director of eBay Anything Points. Points International and eBay have also agreed to extend the term of their original Points Exchange Agreement, executed in August 2003, until December 2005. Beginning in 2003, Points International has implemented several Points Solutions that are used by the Anything Points program, including: - POINTSXCHANGE - Allowing users to exchange their loyalty currencies with eBay Anything Points on Points.com, the world's only independent loyalty currency exchange, located at www.points.com. - POINTSINTEGRATE - Integrating the Anything Points program with its "earn" partners with many industry leaders. Today's announcement is one in a series of recent agreements between Points International and eBay. In addition, in November 2003, Points International developed for eBay the eBay Offer Manager Tool, a custom technology application that allows eBay sellers to issue Anything Points to buyers who purchase their items on eBay. ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points International shares trade on the Toronto Stock Exchange (TSX) under the symbol PTS.

### FOR MORE INFORMATION, PRESS ONLY: Scott Goldberg Edelman Public Relations +1 312 297-7414 scott.goldberg@edelman.com FOR INVESTOR RELATIONS INQUIRIES: Steve Yuzpe CFO, Points International Ltd. +1 416 596-6382 steve.yuzpe@points.com FOR PARTNERSHIP AND OTHER INQUIRES: Christopher Barnard President, Points International +1 416-596-6393 Christopher.barnard@points.com

Source: Points International Ltd (TSX: PTS). THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.59 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL ANNOUNCES AGREEMENT TO ACQUIRE

### FOR MORE INFORMATION, PRESS ONLY: Scott Goldberg Edelman Public Relations +1 312 297-7414 scott.goldberg@edelman.com FOR INVESTOR RELATIONS INQUIRIES: Steve Yuzpe CFO, Points International Ltd. +1 416 596-6382 steve.yuzpe@points.com FOR PARTNERSHIP AND OTHER INQUIRES: Christopher Barnard President, Points International +1 416-596-6393 Christopher.barnard@points.com

Source: Points International Ltd (TSX: PTS). THE TSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.59 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL ANNOUNCES AGREEMENT TO ACQUIRE ASSETS OF MILEPOINT, INC. FOR CASH AND SHARES Combined solutions to create loyalty industry's most comprehensive product offerings MINNEAPOLIS AND TORONTO - MARCH 11, 2004 - Points International Ltd. (TSX: PTS), the only independent loyalty exchange service and operator of The Points Exchange at www.points.com, announced today that it has entered into an agreement to acquire substantially all of the assets of MilePoint, Inc., a loyalty program technology provider and operator. The purchase price is C$7.5 million to be satisfied through a combination of C$3.5 million in cash and four million common shares. Once the transaction closes, Points International will take another step forward in adding to its impressive partner base and the potential of both The Points Exchange and its broad portfolio of customer loyalty solutions. MilePoint's current clients include long term relationships with Northwest Airlines, Delta Air Lines, and Starwood Hotels. In addition to The Points Exchange, Points International develops and hosts technology solutions to power the online exchange or sale of miles and points for leading loyalty programs. Similar to Points International's custom technology solutions, MilePoint's products are hosted by MilePoint and include several private label services for loyalty programs. Points International expects to realize economies of scale after integrating MilePoint's solutions into its business. "With the acquisition of the assets of MilePoint, we are building on the tremendous successes of these two entrepreneurial organizations. Both MilePoint and Points have successfully enhanced the loyalty experience for members of the world's largest and most successful loyalty programs." said Rob MacLean, CEO of Points International. "MilePoint's strong relationships with Northwest, Delta, and Starwood Hotels, among

others, will be added to Points International's current roster of partnerships with airlines, hotel and major online entities such as American Airlines(R), eBay, USAirways(R), Alaska Airlines, Priority Club Rewards(R) and Aeroplan(R). Following the acquisition, Points International will be working with an impressive group of the world's top loyalty programs and will continue to add a depth and breadth of options for both consumers and programs alike." Mark Lacek, CEO and President of MilePoint added, "With this transaction, we will be in a position to provide the most comprehensive suite of loyalty and online promotional technologies found with any single provider."

Exhibit 99.59 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL ANNOUNCES AGREEMENT TO ACQUIRE ASSETS OF MILEPOINT, INC. FOR CASH AND SHARES Combined solutions to create loyalty industry's most comprehensive product offerings MINNEAPOLIS AND TORONTO - MARCH 11, 2004 - Points International Ltd. (TSX: PTS), the only independent loyalty exchange service and operator of The Points Exchange at www.points.com, announced today that it has entered into an agreement to acquire substantially all of the assets of MilePoint, Inc., a loyalty program technology provider and operator. The purchase price is C$7.5 million to be satisfied through a combination of C$3.5 million in cash and four million common shares. Once the transaction closes, Points International will take another step forward in adding to its impressive partner base and the potential of both The Points Exchange and its broad portfolio of customer loyalty solutions. MilePoint's current clients include long term relationships with Northwest Airlines, Delta Air Lines, and Starwood Hotels. In addition to The Points Exchange, Points International develops and hosts technology solutions to power the online exchange or sale of miles and points for leading loyalty programs. Similar to Points International's custom technology solutions, MilePoint's products are hosted by MilePoint and include several private label services for loyalty programs. Points International expects to realize economies of scale after integrating MilePoint's solutions into its business. "With the acquisition of the assets of MilePoint, we are building on the tremendous successes of these two entrepreneurial organizations. Both MilePoint and Points have successfully enhanced the loyalty experience for members of the world's largest and most successful loyalty programs." said Rob MacLean, CEO of Points International. "MilePoint's strong relationships with Northwest, Delta, and Starwood Hotels, among

others, will be added to Points International's current roster of partnerships with airlines, hotel and major online entities such as American Airlines(R), eBay, USAirways(R), Alaska Airlines, Priority Club Rewards(R) and Aeroplan(R). Following the acquisition, Points International will be working with an impressive group of the world's top loyalty programs and will continue to add a depth and breadth of options for both consumers and programs alike." Mark Lacek, CEO and President of MilePoint added, "With this transaction, we will be in a position to provide the most comprehensive suite of loyalty and online promotional technologies found with any single provider." Once the acquisition is completed and both companies' offerings are combined, MilePoint's partners will be able to participate in The Points Exchange and add their own loyalty currency to the site's growing list of more than 3,600 exchange options. Both MilePoint's and Points International's partners will also be able to seamlessly implement any of the custom loyalty solutions offered by the two companies', including pointselite(TM), a channel for consumers to purchase tiered frequent flier status online, and pointsclub(TM), an online tool for selling and renewing airline lounge and private club memberships. With the acquisition of MilePoint's assets, Points International's current partners will be able to access additional MilePoint products. These include private label magazine subscriptions in exchange for miles and points and the M)Promo online customer acquisition and promotion tool. Points International will also welcome new relationships with several loyalty market experts who have been instrumental in the success of MilePoint. In connection with the acquisition, Points International will retain as consultants MilePoint's founders, and loyalty industry veterans, Mark Lacek and Peter Brennan

Pursuant to the purchase agreement, Points International will pay C$3.5 million in cash and issue four million

others, will be added to Points International's current roster of partnerships with airlines, hotel and major online entities such as American Airlines(R), eBay, USAirways(R), Alaska Airlines, Priority Club Rewards(R) and Aeroplan(R). Following the acquisition, Points International will be working with an impressive group of the world's top loyalty programs and will continue to add a depth and breadth of options for both consumers and programs alike." Mark Lacek, CEO and President of MilePoint added, "With this transaction, we will be in a position to provide the most comprehensive suite of loyalty and online promotional technologies found with any single provider." Once the acquisition is completed and both companies' offerings are combined, MilePoint's partners will be able to participate in The Points Exchange and add their own loyalty currency to the site's growing list of more than 3,600 exchange options. Both MilePoint's and Points International's partners will also be able to seamlessly implement any of the custom loyalty solutions offered by the two companies', including pointselite(TM), a channel for consumers to purchase tiered frequent flier status online, and pointsclub(TM), an online tool for selling and renewing airline lounge and private club memberships. With the acquisition of MilePoint's assets, Points International's current partners will be able to access additional MilePoint products. These include private label magazine subscriptions in exchange for miles and points and the M)Promo online customer acquisition and promotion tool. Points International will also welcome new relationships with several loyalty market experts who have been instrumental in the success of MilePoint. In connection with the acquisition, Points International will retain as consultants MilePoint's founders, and loyalty industry veterans, Mark Lacek and Peter Brennan

Pursuant to the purchase agreement, Points International will pay C$3.5 million in cash and issue four million common shares in consideration for the assets of MilePoint. The cash payment will be satisfied by C$1.9 million on the closing date with the balance payable semi-annually over two years. The four million shares will be issued into escrow on the closing date and will be released to MilePoint in four tranches over two years. Closing of the acquisition is subject to regulatory approval and customary closing conditions. ABOUT MILEPOINT, INC. Based in Minneapolis, MilePoint gained immediate interest in the Fall of 2000 when it introduced a new way for frequent flyers to utilize their miles and points as a form of payment for the purchase of goods and services on the Internet. MilePoint continues to provide this service with a broad offering of magazines, cruises, condo and resort stays through its milepoint.com site. MilePoint is now primarily focused on providing services to the loyalty industry helping them to generate new revenues, manage customer relationships, reduce operational and award costs and add new member benefits to their respective programs. ABOUT POINTS INTERNATIONAL LTD. Points operates The Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 35 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), US Airways (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney and

many more. Through a portfolio of custom technology solutions, Points is building rewarding partnerships with the world's leading loyalty players. Additional Points Solutions include the innovative pointspurchase(TM) and pointsgift

Pursuant to the purchase agreement, Points International will pay C$3.5 million in cash and issue four million common shares in consideration for the assets of MilePoint. The cash payment will be satisfied by C$1.9 million on the closing date with the balance payable semi-annually over two years. The four million shares will be issued into escrow on the closing date and will be released to MilePoint in four tranches over two years. Closing of the acquisition is subject to regulatory approval and customary closing conditions. ABOUT MILEPOINT, INC. Based in Minneapolis, MilePoint gained immediate interest in the Fall of 2000 when it introduced a new way for frequent flyers to utilize their miles and points as a form of payment for the purchase of goods and services on the Internet. MilePoint continues to provide this service with a broad offering of magazines, cruises, condo and resort stays through its milepoint.com site. MilePoint is now primarily focused on providing services to the loyalty industry helping them to generate new revenues, manage customer relationships, reduce operational and award costs and add new member benefits to their respective programs. ABOUT POINTS INTERNATIONAL LTD. Points operates The Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 35 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), US Airways (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney and

many more. Through a portfolio of custom technology solutions, Points is building rewarding partnerships with the world's leading loyalty players. Additional Points Solutions include the innovative pointspurchase(TM) and pointsgift solutions, which power the online sale of miles and points to members of leading loyalty programs. Points Solutions, including The Points Exchange, are internationally marketed to travel providers and loyalty programs through a distribution alliance with Sabre, the leading provider of technology, distribution and marketing services for the travel industry.
### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR INVESTOR RELATIONS, Steve Yuzpe CFO, Points International +1 416 596 6382 Steve.Yuzpe@points.com FOR PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.

Exhibit 99.60 (POINTS INTERNATIONAL LTD LOGO)

many more. Through a portfolio of custom technology solutions, Points is building rewarding partnerships with the world's leading loyalty players. Additional Points Solutions include the innovative pointspurchase(TM) and pointsgift solutions, which power the online sale of miles and points to members of leading loyalty programs. Points Solutions, including The Points Exchange, are internationally marketed to travel providers and loyalty programs through a distribution alliance with Sabre, the leading provider of technology, distribution and marketing services for the travel industry.
### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-1226 jeremy.adams@edelman.com FOR INVESTOR RELATIONS, Steve Yuzpe CFO, Points International +1 416 596 6382 Steve.Yuzpe@points.com FOR PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.

Exhibit 99.60 (POINTS INTERNATIONAL LTD LOGO) US AIRWAYS JOINS POINTS INTERNATIONAL'S POINTS EXCHANGE US AIRWAYS DIVIDEND MILES MEMBERS CAN MANAGE THEIR ACCOUNTS AND ENTER TO WIN THEIR SHARE OF ONE MILLION DIVIDEND MILES AT POINTS.COM TORONTO MARCH 2ND, 2004 - Points International Ltd. (TSX: PTS), operator of The Points Exchange the only independent loyalty points exchange - at www.points.com - announced today that US Airways(R) has joined The Points Exchange program. US Airways Dividend Miles (R) are now the newest Points Exchange loyalty currency. Dividend Miles members can visit www.points.com to register for a free Points membership, view their account balances in participating loyalty programs, or exchange miles/points from other programs into their Dividend Miles account. Members who hold a Dividend Miles Visa Card issued by Bank of America can also exchange Dividend Miles into other loyalty program currencies through The Points Exchange program. To celebrate the addition of US Airways, Points International is giving away one million Dividend Miles, which consists of ten grand prizes of 100,000 miles. Customers who sign up for a free Points membership, upgrade to pointsplus membership or make an exchange between February 12 and April 30, 2004 are eligible for the drawing. Visit www.points.com for details. "The Points team is proud to expand our relationship with US Airways, and we commend the airline for offering this new exchange benefit to their members," said Rob MacLean, CEO of Points International. "We are also pleased to once again enhance the exchange options for the 150 million plus Points member accounts represented by our growing family of Points Exchange participants."

Exhibit 99.60 (POINTS INTERNATIONAL LTD LOGO) US AIRWAYS JOINS POINTS INTERNATIONAL'S POINTS EXCHANGE US AIRWAYS DIVIDEND MILES MEMBERS CAN MANAGE THEIR ACCOUNTS AND ENTER TO WIN THEIR SHARE OF ONE MILLION DIVIDEND MILES AT POINTS.COM TORONTO MARCH 2ND, 2004 - Points International Ltd. (TSX: PTS), operator of The Points Exchange the only independent loyalty points exchange - at www.points.com - announced today that US Airways(R) has joined The Points Exchange program. US Airways Dividend Miles (R) are now the newest Points Exchange loyalty currency. Dividend Miles members can visit www.points.com to register for a free Points membership, view their account balances in participating loyalty programs, or exchange miles/points from other programs into their Dividend Miles account. Members who hold a Dividend Miles Visa Card issued by Bank of America can also exchange Dividend Miles into other loyalty program currencies through The Points Exchange program. To celebrate the addition of US Airways, Points International is giving away one million Dividend Miles, which consists of ten grand prizes of 100,000 miles. Customers who sign up for a free Points membership, upgrade to pointsplus membership or make an exchange between February 12 and April 30, 2004 are eligible for the drawing. Visit www.points.com for details. "The Points team is proud to expand our relationship with US Airways, and we commend the airline for offering this new exchange benefit to their members," said Rob MacLean, CEO of Points International. "We are also pleased to once again enhance the exchange options for the 150 million plus Points member accounts represented by our growing family of Points Exchange participants." US Airways Dividend Miles joins other Points Exchange participants, including eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund) and Alaska Airlines (Mileage Plan). ###

MORE ABOUT POINTS INTERNATIONAL LTD. AND WWW.POINTS.COM Points operates The Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 35 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), US Airways (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney and many more. Through a portfolio of custom technology solutions, Points is building rewarding partnerships with the world's leading loyalty players. Additional Points Solutions include the innovative pointspurchase(TM) and pointsgift solutions, which power the online sale of miles and points to members of leading loyalty programs. Points Solutions, including The Points Exchange, are internationally marketed to travel providers and loyalty programs through a distribution alliance with Sabre, the leading provider of technology, distribution and marketing

MORE ABOUT POINTS INTERNATIONAL LTD. AND WWW.POINTS.COM Points operates The Points Exchange, the only independent loyalty points exchange - at www.points.com allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted over 35 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), US Airways (Dividend Miles), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), American West Airlines (FlightFund), Alaska Airlines, (Mileage Plan), JCPenney and many more. Through a portfolio of custom technology solutions, Points is building rewarding partnerships with the world's leading loyalty players. Additional Points Solutions include the innovative pointspurchase(TM) and pointsgift solutions, which power the online sale of miles and points to members of leading loyalty programs. Points Solutions, including The Points Exchange, are internationally marketed to travel providers and loyalty programs through a distribution alliance with Sabre, the leading provider of technology, distribution and marketing services for the travel industry. Points' shares trade on the TSX under the stock symbol PTS. For more information, visit www.points.com.
FOR MORE INFORMATION, PRESS ONLY: Scott Goldberg Edelman Public Relations +1 312 297-7414 scott.goldberg@edelman.com FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES ABOUT POINTS INTERNATIONAL: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Source: Points International Ltd (TSX: PTS) THE TSX HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.61 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL GRADUATES TO TSX TORONTO - FEBRUARY 19, 2004 - Points International is pleased to announce that it has satisfied the conditions for its graduation to the Toronto Stock Exchange, Canada's senior stock exchange, from the TSX Venture. As of the opening of trading on Tuesday, February 24, the Company's common shares will trade on the TSX under the symbol "PTS". The Company's shares will cease to trade on the TSX Venture Exchange effectible the close of trading on Monday February 23. ### ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R)

Exhibit 99.61 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL GRADUATES TO TSX TORONTO - FEBRUARY 19, 2004 - Points International is pleased to announce that it has satisfied the conditions for its graduation to the Toronto Stock Exchange, Canada's senior stock exchange, from the TSX Venture. As of the opening of trading on Tuesday, February 24, the Company's common shares will trade on the TSX under the symbol "PTS". The Company's shares will cease to trade on the TSX Venture Exchange effectible the close of trading on Monday February 23. ### ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points International shares trade on the Toronto Stock Exchange (TSX Venture) under the symbol PTS.

### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-126 jeremy.adams@edelman.com FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Source: Points International Ltd (TSX Venture Exchange: PTS) THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.62 (POINTS INTERNATIONAL LTD LOGO) ONLINE ROMANTICS CAN EXCHANGE LOYALTY CURRENCY FOR VALENTINE'S DAY GIFTS ON POINTS.COM The Points Exchange Offers Thousands of Exchange Options to Shoppers Trading in Airline Miles and Other Loyalty Points TORONTO - FEBRUARY 2, 2004 - As Valentine's Day approaches, Points International Ltd. (TSXV: PTS), operator of The Points Exchange, is providing thousands of gift options on www.points.com, the only independent loyalty currency exchange. Points members can exchange as little as 2,800 frequent flier miles from leading airlines into a $25 gift certificate to use toward a bouquet of flowers, an assortment of chocolates or

### FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-126 jeremy.adams@edelman.com FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Source: Points International Ltd (TSX Venture Exchange: PTS) THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.62 (POINTS INTERNATIONAL LTD LOGO) ONLINE ROMANTICS CAN EXCHANGE LOYALTY CURRENCY FOR VALENTINE'S DAY GIFTS ON POINTS.COM The Points Exchange Offers Thousands of Exchange Options to Shoppers Trading in Airline Miles and Other Loyalty Points TORONTO - FEBRUARY 2, 2004 - As Valentine's Day approaches, Points International Ltd. (TSXV: PTS), operator of The Points Exchange, is providing thousands of gift options on www.points.com, the only independent loyalty currency exchange. Points members can exchange as little as 2,800 frequent flier miles from leading airlines into a $25 gift certificate to use toward a bouquet of flowers, an assortment of chocolates or whatever their heart desires. "There's no better way for shoppers to woo their special someone this Valentine's Day than by exchanging their accumulated frequent flier miles and loyalty points on Points.com," said Rob MacLean, CEO of Points International. "The Points Exchange helps romantics everywhere find the perfect Valentine's present for loved ones with more than 3,600 exchange options through partners such as FTD, and GiftCertificates.com." To redeem their frequent flier miles and loyalty points, members can navigate The Points Exchange network of more than 400 merchant vendors and nearly 40 loyalty partners for a gift to appease even the fussiest Valentine. For example, Points.com users can exchange miles and points for a SuperCertificate(R) from GiftCertificates.com(TM), that can be redeemed for original gift certificates from hundreds of restaurants, theaters, spas

and stores, including Zales, Barnes & Noble.com, Sephora.com, Lord & Taylor and more. Members planning an impromptu or surprise trip to see a loved one who's out of state may also build up their own frequent flier accounts by trading for miles and points to use toward a Valentine's Day weekend vacation or romantic getaway. Signing up for a Points membership is quick and easy for even the most old-fashioned romantic. After visiting www.points.com, users can choose from two membership options. Customers can receive their first exchange free by signing up for a free points membership, or upgrade to a pointsplus membership, which allows members to make unlimited exchanges for one year at an annual fee. ### ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to

Exhibit 99.62 (POINTS INTERNATIONAL LTD LOGO) ONLINE ROMANTICS CAN EXCHANGE LOYALTY CURRENCY FOR VALENTINE'S DAY GIFTS ON POINTS.COM The Points Exchange Offers Thousands of Exchange Options to Shoppers Trading in Airline Miles and Other Loyalty Points TORONTO - FEBRUARY 2, 2004 - As Valentine's Day approaches, Points International Ltd. (TSXV: PTS), operator of The Points Exchange, is providing thousands of gift options on www.points.com, the only independent loyalty currency exchange. Points members can exchange as little as 2,800 frequent flier miles from leading airlines into a $25 gift certificate to use toward a bouquet of flowers, an assortment of chocolates or whatever their heart desires. "There's no better way for shoppers to woo their special someone this Valentine's Day than by exchanging their accumulated frequent flier miles and loyalty points on Points.com," said Rob MacLean, CEO of Points International. "The Points Exchange helps romantics everywhere find the perfect Valentine's present for loved ones with more than 3,600 exchange options through partners such as FTD, and GiftCertificates.com." To redeem their frequent flier miles and loyalty points, members can navigate The Points Exchange network of more than 400 merchant vendors and nearly 40 loyalty partners for a gift to appease even the fussiest Valentine. For example, Points.com users can exchange miles and points for a SuperCertificate(R) from GiftCertificates.com(TM), that can be redeemed for original gift certificates from hundreds of restaurants, theaters, spas

and stores, including Zales, Barnes & Noble.com, Sephora.com, Lord & Taylor and more. Members planning an impromptu or surprise trip to see a loved one who's out of state may also build up their own frequent flier accounts by trading for miles and points to use toward a Valentine's Day weekend vacation or romantic getaway. Signing up for a Points membership is quick and easy for even the most old-fashioned romantic. After visiting www.points.com, users can choose from two membership options. Customers can receive their first exchange free by signing up for a free points membership, or upgrade to a pointsplus membership, which allows members to make unlimited exchanges for one year at an annual fee. ### ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points International shares trade on the Toronto Stock Exchange (TSX Venture) under the symbol PTS. ###

FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-126

FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381

and stores, including Zales, Barnes & Noble.com, Sephora.com, Lord & Taylor and more. Members planning an impromptu or surprise trip to see a loved one who's out of state may also build up their own frequent flier accounts by trading for miles and points to use toward a Valentine's Day weekend vacation or romantic getaway. Signing up for a Points membership is quick and easy for even the most old-fashioned romantic. After visiting www.points.com, users can choose from two membership options. Customers can receive their first exchange free by signing up for a free points membership, or upgrade to a pointsplus membership, which allows members to make unlimited exchanges for one year at an annual fee. ### ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. The Points Exchange has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points International shares trade on the Toronto Stock Exchange (TSX Venture) under the symbol PTS. ###

FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-126 jeremy.adams@edelman.com

FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Source: Points International Ltd (TSX Venture Exchange: PTS) THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.63 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL PARTNERS WITH SCANDINAVIAN AIRLINES SYSTEMS (SAS), ENABLING EUROBONUS MEMBERS TO BUY POINTS ONLINE TORONTO - JANUARY 29, 2004 - Points International Ltd. (TSXV: PTS), operator of The Points Exchange, the only independent loyalty program currency exchange - at www.points.com, today announced that it has launched a pointspurchase(TM) solution for Scandinavian Airlines System (SAS). Members of the SAS EuroBonus loyalty program can now buy points online at www.scandinavian.net, enabling them to reach reward redemption levels faster. "At SAS, we continually look for ways we can add value for our customers," said Filip Francke , VP Frequent Flyer Program/SAS EuroBonus of SAS. "Points International has expertise in this area, and our partnership has allowed us to quickly implement an online tool for purchasing points so that members can easily top up their EuroBonus accounts and book reward flights sooner." SAS is the seventh largest European airline and the national carrier of Denmark, Norway and Sweden. Today the

FOR MORE INFORMATION, PRESS ONLY: Jeremy Adams Edelman Public Relations +1 312 233-126 jeremy.adams@edelman.com

FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Source: Points International Ltd (TSX Venture Exchange: PTS) THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.63 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL PARTNERS WITH SCANDINAVIAN AIRLINES SYSTEMS (SAS), ENABLING EUROBONUS MEMBERS TO BUY POINTS ONLINE TORONTO - JANUARY 29, 2004 - Points International Ltd. (TSXV: PTS), operator of The Points Exchange, the only independent loyalty program currency exchange - at www.points.com, today announced that it has launched a pointspurchase(TM) solution for Scandinavian Airlines System (SAS). Members of the SAS EuroBonus loyalty program can now buy points online at www.scandinavian.net, enabling them to reach reward redemption levels faster. "At SAS, we continually look for ways we can add value for our customers," said Filip Francke , VP Frequent Flyer Program/SAS EuroBonus of SAS. "Points International has expertise in this area, and our partnership has allowed us to quickly implement an online tool for purchasing points so that members can easily top up their EuroBonus accounts and book reward flights sooner." SAS is the seventh largest European airline and the national carrier of Denmark, Norway and Sweden. Today the airline has 2,8 million members in its EuroBonus program. EuroBonus started in April 1992 and has since then constantly grown.. It has six times been elected "Best program of the year" in the Freddie Awards Pointspurchase(TM) is part of Points International's growing portfolio of custom products - Points Solutions that enable loyalty programs to enhance customer service and generate additional revenue. Built on leading edge technology and developed and

managed in-house, Points Solutions are internationally marketed to travel providers and loyalty programs "Points has seen strong consumer demand for the purchase of miles online, and through the pointspurchase(TM) solution, we have sold hundreds of millions of miles to date across our partner base," said Rob MacLean, CEO of Points International. "Following on from our pointspurchase(TM) partnership with Lufthansa Airlines, Points is expanding its presence in Europe by working with SAS. We look forward to helping Scandinavian Airlines offer this important feature to members of its popular EuroBonus program." ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points International shares trade on the Toronto Stock

Exhibit 99.63 (POINTS INTERNATIONAL LTD LOGO) POINTS INTERNATIONAL PARTNERS WITH SCANDINAVIAN AIRLINES SYSTEMS (SAS), ENABLING EUROBONUS MEMBERS TO BUY POINTS ONLINE TORONTO - JANUARY 29, 2004 - Points International Ltd. (TSXV: PTS), operator of The Points Exchange, the only independent loyalty program currency exchange - at www.points.com, today announced that it has launched a pointspurchase(TM) solution for Scandinavian Airlines System (SAS). Members of the SAS EuroBonus loyalty program can now buy points online at www.scandinavian.net, enabling them to reach reward redemption levels faster. "At SAS, we continually look for ways we can add value for our customers," said Filip Francke , VP Frequent Flyer Program/SAS EuroBonus of SAS. "Points International has expertise in this area, and our partnership has allowed us to quickly implement an online tool for purchasing points so that members can easily top up their EuroBonus accounts and book reward flights sooner." SAS is the seventh largest European airline and the national carrier of Denmark, Norway and Sweden. Today the airline has 2,8 million members in its EuroBonus program. EuroBonus started in April 1992 and has since then constantly grown.. It has six times been elected "Best program of the year" in the Freddie Awards Pointspurchase(TM) is part of Points International's growing portfolio of custom products - Points Solutions that enable loyalty programs to enhance customer service and generate additional revenue. Built on leading edge technology and developed and

managed in-house, Points Solutions are internationally marketed to travel providers and loyalty programs "Points has seen strong consumer demand for the purchase of miles online, and through the pointspurchase(TM) solution, we have sold hundreds of millions of miles to date across our partner base," said Rob MacLean, CEO of Points International. "Following on from our pointspurchase(TM) partnership with Lufthansa Airlines, Points is expanding its presence in Europe by working with SAS. We look forward to helping Scandinavian Airlines offer this important feature to members of its popular EuroBonus program." ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points International shares trade on the Toronto Stock Exchange (TSX Venture) under the symbol PTS.
### FOR MORE INFORMATION, PRESS ONLY: Scott Goldberg Edelman Public Relations +1 312 297-7414 scott.goldberg@edelman.com FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

managed in-house, Points Solutions are internationally marketed to travel providers and loyalty programs "Points has seen strong consumer demand for the purchase of miles online, and through the pointspurchase(TM) solution, we have sold hundreds of millions of miles to date across our partner base," said Rob MacLean, CEO of Points International. "Following on from our pointspurchase(TM) partnership with Lufthansa Airlines, Points is expanding its presence in Europe by working with SAS. We look forward to helping Scandinavian Airlines offer this important feature to members of its popular EuroBonus program." ABOUT POINTS INTERNATIONAL Points operates the only independent loyalty points exchange - at www.points.com - allowing consumers to exchange points and miles from one participating loyalty program to another to achieve the rewards they want faster than ever before. Pointsxchange(R) has to date attracted close to 40 partners, including industry leaders eBay (Anything Points), American Airlines (the AAdvantage program), InterContinental Hotels (Priority Club(R) Rewards), Air Canada (Aeroplan), Delta Air Lines (Sky Miles), Imperial Oil (Esso Extra), GiftCertificates.com, Fairmont Hotels & Resorts, Cathay Pacific Airways (Asia Miles), America West Airlines (FlightFund), Alaska Airlines (Mileage Plan), JCPenney and many more. Points International shares trade on the Toronto Stock Exchange (TSX Venture) under the symbol PTS.
### FOR MORE INFORMATION, PRESS ONLY: Scott Goldberg Edelman Public Relations +1 312 297-7414 scott.goldberg@edelman.com FOR INVESTOR RELATIONS, PARTNERSHIPS AND OTHER INQUIRIES: Christopher Barnard President, Points International +1 416 596-6381 christopher.barnard@points.com

Source: Points International Ltd (TSX Venture Exchange: PTS) THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.64 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the inclusion in this Registration Statement on Form 40-F of Points International Ltd. of our report dated February 16, 2005 relating to the consolidated financial statements for the years ended December 31, 2004 and 2003 and our report dated March 4, 2004 relating to the consolidated financial statements for the years ended December 31, 2003 and 2002. We also consent to the inclusion of the supplemental note entitled "Canadian and United States Accounting Policy Differences" in Exhibit 99.5, which appears in this Registration Statement and which we have also audited in accordance with Canadian Generally Accepted Auditing Standards. Mintz & Partners LLP
/s/ Mintz & Partners LLP

Chartered Accountants Toronto, Canada August 23, 2005

Source: Points International Ltd (TSX Venture Exchange: PTS) THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Exhibit 99.64 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the inclusion in this Registration Statement on Form 40-F of Points International Ltd. of our report dated February 16, 2005 relating to the consolidated financial statements for the years ended December 31, 2004 and 2003 and our report dated March 4, 2004 relating to the consolidated financial statements for the years ended December 31, 2003 and 2002. We also consent to the inclusion of the supplemental note entitled "Canadian and United States Accounting Policy Differences" in Exhibit 99.5, which appears in this Registration Statement and which we have also audited in accordance with Canadian Generally Accepted Auditing Standards. Mintz & Partners LLP
/s/ Mintz & Partners LLP

Chartered Accountants Toronto, Canada August 23, 2005

Exhibit 99.64 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the inclusion in this Registration Statement on Form 40-F of Points International Ltd. of our report dated February 16, 2005 relating to the consolidated financial statements for the years ended December 31, 2004 and 2003 and our report dated March 4, 2004 relating to the consolidated financial statements for the years ended December 31, 2003 and 2002. We also consent to the inclusion of the supplemental note entitled "Canadian and United States Accounting Policy Differences" in Exhibit 99.5, which appears in this Registration Statement and which we have also audited in accordance with Canadian Generally Accepted Auditing Standards. Mintz & Partners LLP
/s/ Mintz & Partners LLP

Chartered Accountants Toronto, Canada August 23, 2005