Exhibit 99.14


                            POINTS INTERNATIONAL LTD.

                                  FORM OF PROXY

                                 FOR USE AT THE
                   ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
                                 MAY 11TH, 2005

The undersigned shareholder of Points International Ltd. (the "CORPORATION")
hereby appoints Robert MacLean, Chief Executive Officer of the Corporation, or
failing him, Christopher Barnard, the President of the Corporation, OR INSTEAD
OF EITHER OF THE FOREGOING, __________________________________, as the nominee
of the undersigned to attend and act for and on behalf of the undersigned at the
annual and special meeting (the "MEETING") of the shareholders of the
Corporation to be held on the 11th day of May, 2005, and at any adjournment(s)
or postponement(s) thereof, to the same extent and with the same power as if the
undersigned were personally present at the said meeting or such adjournment(s)
or postponement(s) thereof and, without limiting the generality of the power
hereby conferred, the nominees designated above are specifically directed:

     1.   TO VOTE FOR [ ] OR WITHHOLD FROM VOTING FOR [ ] the election of
          directors nominated in the Management Information Circular
          accompanying this form of proxy.

     2.   TO VOTE FOR [ ] OR WITHHOLD FROM VOTING FOR [ ] the appointment of
          Mintz & Partners LLP as the auditors of the Corporation until the next
          annual meeting and the authorization of the board of directors of the
          Corporation to fix the remuneration of the auditors.

     3.   TO VOTE FOR [ ] OR AGAINST [ ] the resolution attached as Schedule C
          to the Management Information Circular 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 (the "PCI OPTION RESOLUTION").

All shares of the Corporation represented at the Meeting by properly executed
proxies will be voted, and such shares represented by the proxy will be voted or
withheld from voting in accordance with the instructions of a shareholder on any
ballot that may be called for, and where a choice to vote for or against any
matter to be acted upon has been specified in a proxy, such shares shall be
voted accordingly. IF NO SPECIFICATION AS TO VOTING IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF MANAGEMENT'S NOMINEES AS DIRECTORS, FOR THE
APPOINTMENT OF MANAGEMENT'S NOMINEES AS AUDITORS AND THE AUTHORIZATION OF THE
BOARD OF DIRECTORS OF THE CORPORATION TO FIX THE REMUNERATION OF THE AUDITORS
AND FOR THE PCI OPTION RESOLUTION, ALL AS DESCRIBED IN THE MANAGEMENT
INFORMATION CIRCULAR. IF ANY AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN
THE NOTICE OF MEETING ARE PROPOSED AT THE MEETING OR IF ANY OTHER MATTERS
PROPERLY COME BEFORE THE MEETING, DISCRETIONARY AUTHORITY IS HEREBY CONFERRED
WITH RESPECT TO SUCH MATTERS. THE UNDERSIGNED HEREBY REVOKES ANY PROXY
PREVIOUSLY GIVEN BY THE UNDERSIGNED.

THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF THE CORPORATION. A
SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER OF
THE CORPORATION) TO REPRESENT HIM OR HER AND TO ATTEND AND ACT FOR HIM OR HER ON
HIS OR HER BEHALF AT THE MEETING OTHER THAN THE NOMINEES DESIGNATED ABOVE AND
MAY EXERCISE SUCH RIGHT BY INSERTING THE NAME OF HIS OR HER NOMINEE IN THE SPACE
PROVIDED ABOVE FOR THAT PURPOSE.

DATED the ____ day of ________, 2005.


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     Name of Shareholder (Print)                Signature of Shareholder



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NOTES:

1.   This proxy form must be signed and dated by the shareholder or his attorney
     authorized in writing, or, if the shareholder is a corporation, by any
     officer or attorney thereof duly authorized. If the proxy form is not dated
     in the space provided it is deemed to bear the date on which it is mailed
     by management of the Corporation. This proxy ceases to be valid one year
     from its date.

2.   Properly executed forms of proxy must be deposited with (i) with
     Computershare Trust Corporation of Canada, Suite 600, 530 8th Ave. S.W.,
     Calgary, Alberta, Canada T2P 3S8 or to the Secretary of the Corporation at
     the offices of the Corporation, Nash Building, Suite 800, 179 John Street,
     Toronto, Ontario, Canada M5T 1X4, in either case, at least one day
     (excluding Saturdays, Sundays and holidays) before the date of the Meeting
     or any adjournment(s) or postponement(s) thereof, or (ii) be deposited with
     the Chairman of the Meeting on the day of the Meeting, or any
     adjournment(s) or postponement(s) thereof, prior to the commencement
     thereof.