0000950123-05-010513 Sample Contracts

ARTICLE I. DEFINITIONS
Securities Purchase Agreement • August 30th, 2005 • Points International LTD • Ontario
BETWEEN
Investor's Rights Agreement • August 30th, 2005 • Points International LTD • Ontario
WAIVER
Waiver • August 30th, 2005 • Points International LTD

Reference is made to the $6,000,000 11% Convertible Debenture dated March 15, 2001 issued to CIBC Capital Partners, a division of Canadian Imperial Bank of Commerce ("CIBC") by Points International Ltd. ("Points"), as amended and restated on February 8, 2002 and amended effective April 11, 2003 by agreement dated March 21, 2003 (the "Debenture"). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Debenture.