Exhibit 99.18


                            POINTS INTERNATIONAL LTD.

                                  FORM OF PROXY

                                 FOR USE AT THE
                   ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
                                 JUNE 24TH, 2004

The undersigned shareholder of Points International Ltd. (the "CORPORATION")
hereby appoints, Christopher Barnard, the President of the Corporation, or
failing him, Robert MacLean, Chief Executive Officer 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 24th day of June, 2004, 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 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 B
          to the Management Information Circular to increase the number of
          common shares of the Corporation issuable pursuant to the
          Corporation's stock option plan (the "OPTION PLAN RESOLUTION").

     4.   TO VOTE FOR [ ] OR AGAINST [ ] the resolution attached as Schedule C
          to the Management Information Circular authorizing the continuance of
          the Corporation under the Canada Business Corporations Act (the
          "CBCA") (the "CONTINUANCE RESOLUTION").

     5.   TO VOTE FOR [ ] OR AGAINST [ ] the resolution attached as Schedule F
          to the Management Information Circular 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").

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,
FOR THE OPTION PLAN RESOLUTION, FOR THE CONTINUANCE RESOLUTION AND FOR THE
BY-LAW 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 AND TO ATTEND AND ACT FOR HIM ON HIS BEHALF AT
THE MEETING OTHER THAN THE NOMINEES DESIGNATED ABOVE AND MAY EXERCISE SUCH RIGHT
BY INSERTING THE NAME OF HIS NOMINEE IN THE SPACE PROVIDED ABOVE FOR THAT
PURPOSE.



                                      -2-


DATED the ____________ day of __________________, 2004.


- -------------------------------------   ----------------------------------------
Name of Shareholder (Print)             Signature of Shareholder

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, 600,530-8th Ave. S.W., Calgary,
     Alberta, Canada, T2P 3S8 or to the Secretary of the Corporation at the
     offices of the Corporation, #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.