Exhibit 99.13


                            POINTS INTERNATIONAL LTD.

                          NOTICE OF ANNUAL AND SPECIAL
                             MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "MEETING") of
shareholders of POINTS INTERNATIONAL LTD. (the "CORPORATION") will be held at
Stock Market Place, The Exchange Tower, 130 King Street West, Toronto, Ontario,
on Wednesday, the 11th day of May, 2005, at 12:00 p.m. (Eastern Standard Time)
for the following purposes:

1.   to receive and consider the Annual Report of the Corporation accompanying
     this notice, the financial statements of the Corporation for its financial
     year ended December 31, 2004 contained therein and the report of the
     auditors thereon;

2.   to elect directors to hold office until the next annual meeting of
     shareholders or until their respective successors are elected or appointed;

3.   to appoint Mintz & Partners LLP as the auditors of the Corporation until
     the next annual meeting of shareholders and authorize the directors to fix
     the auditors' remuneration; and

4.   to consider and, if thought advisable, to pass an ordinary resolution
     approving the extension of the term of outstanding options in the
     Corporation's subsidiary Points.com Inc. ("POINTS.COM") and the related
     rights to put any shares of Points.com issued on the exercise of such
     options to the Corporation in consideration of the issuance by the
     Corporation of common shares (THE "PCI OPTION RESOLUTION").

The text of the PCI Option Resolution is set forth in Schedule B of the
accompanying Management Information Circular and is incorporated by reference in
this notice.

Shareholders are requested to complete, sign, date and return the accompanying
form of proxy for use at the Meeting or any adjournment(s) or postponement(s)
thereof, in the envelope provided for that purpose, whether or not they are able
to attend personally.

Only shareholders of record at the close of business on March 23, 2005 will be
entitled to vote at the Meeting, except to the extent that a shareholder of
record has transferred any shares after that date and the transferee of such
shares establishes proper ownership and requests not later than 10 days before
the Meeting that the transferee's name be included in the list of shareholders
entitled to vote at the Meeting.

     DATED at Toronto, Ontario this 28th day of March, 2005.

                                        By Order of the Board of Directors


                                        ----------------------------------------
                                        T. ROBERT MACLEAN
                                        Chief Executive Officer