Exhibit 99.17


                            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 Thursday, the 24th day of June, 2004, at 4:30 p.m. (Toronto 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, 2003 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;

4.   to consider and, if thought advisable, to pass an ordinary resolution to
     increase the number of common shares of the Corporation issuable pursuant
     to the Corporation's stock option plan (the "OPTION PLAN RESOLUTION");

5.   to consider and, if thought advisable, to pass a special resolution
     authorizing the continuance of the Corporation under the Canada Business
     Corporations Act (the "CBCA") (the "CONTINUANCE RESOLUTION");

6.   to consider and, if thought advisable, to pass an ordinary resolution to
     confirm the repeal of the Corporation's existing by-laws and the adoption
     by the Corporation of a new by-law consistent with the CBCA, in each case,
     effective on the date the Corporation continues under the CBCA (the "BY-LAW
     RESOLUTION"); and

7.   to transact such other business as may properly be brought before the
     Meeting and any adjournment or postponement thereof.

The text of each of the Option Plan Resolution, Continuance Resolution and
By-Law Resolution are set forth in Schedules B, C and F, respectively, to the
accompanying Management Information Circular and are 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 May 14, 2004 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 22 day of April, 2004.

                                        By Order of the Board of Directors


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