CERTAIN MATERIAL  (INDICATED BY AN ASTERICK) HAS BEEN OMITTED FROM THIS DOCUMENT
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.  THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


Direct Insite Confidential


                            MASTER SERVICES AGREEMENT
                                #EDS-2004-01-1005


     THIS SERVICES  AGREEMENT (the  "Agreement")  is entered into as of this 7th
day of May, 2004 (the "Effective  Date") by and between  Electronic Data Systems
Corporation  ("Client"),  a Delaware  corporation,  with its  principal  offices
located at 5400 Legacy  Drive Plano,  Texas  75024-3199  USA and Direct  Insite,
Corp. ("DI"), a Delaware  corporation,  with its principal offices located at 80
Orville  Dr.,  Bohemia,  NY 11716 USA  (Client  and DI  individually  a "Party",
together the "Parties").

                                    RECITALS
                                    --------

     WHEREAS,  Client desires to engage DI, and DI desires to provide to Client,
DI's  Electronic  Invoice  Presentment  and  Payment  (EIPP)  service  offering,
Invoices On-Line (IOL), within DI's hosted operating environment (the "Service")
under the terms and conditions hereof.

     NOW, THEREFORE, based on the foregoing premises and in consideration of the
mutual promises and covenants set forth herein, the Parties agree as follows:

                                   DEFINITIONS
                                   -----------

"Access" means the ability to connect to and be provided  Service from IOL using
HTTP Protocol.

"Availability"  means the user is provided all  functionality of the IOL Service
over a measured period of time.

"Availability  Credit"  means an agreed to amount of Client's  MRC for  services
purchased, with the exception of professional services, application services and
support services.

"Authorized  Program  Analysis  Report  Process  (APAR)" shall be defined as the
process by which a Client will request modifications to the Service and DI shall
communicate the effort required to implement such requested modifications.

"Base  Component"  means  a  module  within  the  Service,   including   invoice
presentment,   invoice  payer  workflow,  invoice  dispute  management,  invoice
payment, preliminary billing, document attachments, download PDF and download to
spreadsheet.

"Base Terms" means conditions associated with the applicability with the SLA.

"Billing  Feeds"  shall  be  defined  as  all  data  sent  to DI by  Client  for
consolidation and presentation in the Service.

"Business  Hours" shall be defined as 9:00 a.m.  until 5:00 p.m.  Monday through
Friday (Eastern Time), excluding all national holidays.

"Change  Management Process (CMP)" is the set of mutually agreed upon procedures
required to introduce changes to the IOL service.

"Client  Component"  means an element of service hardware or software managed by
EDS.

"Client Requirements" means the list of requirements as specified by EDS.

                                  Page 1 of 11
<PAGE>
                           Direct Insite Confidential

"Confidential   Information"  means  any  and  all  information   identified  as
confidential and disclosed by either party,  including third party  information,
to the other,  including but not limited to, the Service,  non-public  financial
information,  product plans, business plans, trade secrets, technology diagrams,
designs, drawings,  sketches, flow charts, or any other proprietary information,
whether transmitted orally, in writing, or by any other media.

"Content" means all data sources and application  programming interfaces (API's)
as specified in the  Functional  Specification  (Appendix A) deemed data sources
provided to Direct Insite by EDS.

"Deliverable" means all Work Products identified on a SOW for delivery to Client
hereunder.

"DI Managed  Device" means a Base Component or Client  Component for which DI is
performing management responsibilities.

"Feed  Certification  (Feed Cert)" is a process by which both  parties  mutually
demonstrate  compliance of the Billing Feed  specification to the data delivered
through the Billing Feed.

"Intellectual  Property  Rights" means all  worldwide  trade  secrets,  patents,
copyrights, mask work rights, trademarks,  service marks, moral rights and other
proprietary rights, and all applications and registrations therefore.

"Invoices On-Line (IOL)" means the suite of functional  components that comprise
the IOL service  offering.  The IOL components  include the  following:  Invoice
Presentment,  Invoice  Payment,  Automated  Payer Approval  Workflow,  Automated
Dispute Resolution,  Preliminary  Billing,  Document  Attachments,  Bill Package
Creation, Audit and Verification.

"Monthly Availability  Percentage" means the amount equal to the total number of
minutes in the  applicable  month minus the  Qualifying  Outage Minutes for that
month, divided by the total number of minutes in that month.

"Monthly  Service Fees" means those  payments and fees as identified in Appendix
B.

"MRC" means the total of Client's monthly recurring charges (exclusive of taxes)
as outlined Appendix B. For purposes of calculating  Availability  Credits,  MRC
shall not  include  professional  services,  application  services  and  support
services.

"Non  Business  Hours"  shall be  defined as 5:01 p.m.  until  8:59 a.m.  Monday
through Friday inclusive, excluding national holidays (Eastern Time).

"Non-Recurring  Engineering  (NRE)  Services"  means all  professional  services
activities related to the planning, configuration,  modification and integration
of the Service.  These services  include program  management  activities such as
project management, engineering and QA test.

"Outage"  means the period  (measured in minutes) of time that RedAlert  service
cannot validate or verify the site being available.

"Premium  Availability  Hours"  means the time period from 8:00 a.m.  until 8:00
p.m. Monday through Friday inclusive (Eastern Time).

"Qualifying IP Address" means an IP address in a qualifying path, which has been
selected by Client and approved by DI.

                                  Page 2 of 11
<PAGE>
                           Direct Insite Confidential

"Qualifying Outage Minutes" means the aggregate of all Outages in a month, minus
any Outages in that month resulting from any exclusion  described in Section 1.6
below.

"RedAlert" is a third party service  (Release level 5.1 or greater)  provided by
Keynote Systems with an address of 777 Mariners Island Blvd. San Mateo, Ca 94404
employed by DI for the purpose of measuring  Service  availability  and response
time.

"Reprocessing"  means specific  Billing Feed data processed by DI which needs to
be analyzed  and fixed by the Client  because it  contained  errors or anomalies
that prevented it from being  processed  successfully  and made available by the
Service.  Reprocessing is the subsequent Billing Feed processing once the Client
has  analyzed  and  corrected  the errors or  anomalies.  Reprocessing  does not
include errors of DI or subsequent Billing Feed processing  required for reasons
other than errors or anomalies in the Billing Feed data.

"Response Time" means the time measured from the Client initiated request to the
first byte of information available at the application level.

"Service Acceptance" means the Client has approved all DI deliverables under the
corresponding  work orders and agrees to all of the payment terms and conditions
in Appendix B (Payments and Fees).

"Service Fees" shall be defined in Appendix B (Payments and Fees).

"Service  Level  Agreement  (SLA)" shall be defined as attributes of the Service
such as Availability, Turn-around Time and Response Time.

"SLA Target Percentage" means the DI guaranteed Service Availability percentage.

"Standard  Availability  Hours" means the time period from 8:01 p.m.  until 7:59
a.m. Monday through Friday inclusive (Eastern Time).

"Statement of Work (SOW)" means an agreement between the parties identifying all
of their respective deliverables, duties and responsibilities.

"Specification  (Spec)" - means the DI delivered  design  specification as per a
SOW  detailing  the  implementation  of each  of the  functional  and  technical
attributes of the Service. This document will represent DI's response to each of
the elements of the Client Requirements.

"Support"  means the for fee activities  provided by DI at the request of EDS as
outlined in the Support Plan outlined and contained in Appendix E.

"Turn-around  Time"  means the  interval  between  the  receipt of a error free,
certified Billing Feeds,  delivered to DI as per the agreed to delivery schedule
and  format  and  the  processing  of such to make  the  Content  of such  feeds
generally available within the Service.

"Work Product" Work Product" means all  deliverables,  inventions,  innovations,
improvements,  or other works of  authorship  DI may  conceive or develop in the
course of supplying Service for Client, or as a result of that work,  whether or
not they are eligible for patent, copyright,  trademark,  trade secret, or other
legal protection.

                                  Page 3 of 11
<PAGE>
                           Direct Insite Confidential

                                    AGREEMENT
                                    ---------
1.0 Service
-----------

1.1  Service Specification
     ---------------------

     DI will provide the IOL service  offering in the DI hosting  environment to
     Client pursuant to the IOL Phase #1 Spec,  delivered to Client under an SOW
     and as Appendix A (IOL Service Specification).

1.2  Service Acceptance
     ------------------

     The Client shall accept the Service based upon DI demonstrating  compliance
     with the Service  Specification  in Appendix A (IOL Service  Acceptance) as
     per the SOW.

     Responsibilities
     ----------------

          The DI and Client  responsibilities  in  acceptance of the Service are
     detailed below:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Installation and setup of the Service                                              DI            Client
---------------------------------------------------------------------------------------------------------
<S>                                                                                <C>           <C>
Participate in Billing Feed certification process for all intended feeds                         Perform
of data into IOL.
---------------------------------------------------------------------------------------------------------
Participate in all end to end (E2E) system testing using end user level                          Perform
scenarios to verify feature and function.
---------------------------------------------------------------------------------------------------------
Report APAR's related to the E2E tests in a timely fashion.                                      Perform
---------------------------------------------------------------------------------------------------------
Procure all necessary infrastructure components (hardware, software, network,
backups, etc...) necessary to meet the Service Level Agreements                    Perform
detailed in section 1.3 (Service Level Agreements).
---------------------------------------------------------------------------------------------------------
Configure and operate an E2E system to allow Client to test.                       Perform
---------------------------------------------------------------------------------------------------------
Process all certified production data feeds in the E2E system to allow             Perform
Client to test.
---------------------------------------------------------------------------------------------------------
Respond appropriately to all reported APAR's during E2E to allow Client            Perform
to close test scenarios correctly.
---------------------------------------------------------------------------------------------------------
Ongoing management of the Service                                                     DI         Client
---------------------------------------------------------------------------------------------------------
Ensure ongoing service as defined by the MSA and all supporting                    Perform
appendices.
---------------------------------------------------------------------------------------------------------
Provide SLA metrics reporting DI performance measurement against the Service
Level Agreements detailed in section 1.3 (Service Level                            Perform
Agreements)
---------------------------------------------------------------------------------------------------------
Ensure ongoing compliance with Billing Feed certification and feed
specifications detailed in the IOL Phase 1 Spec delivered to client                             Perform
under SOW #1.
---------------------------------------------------------------------------------------------------------
</TABLE>
1.3  Service Level Agreements
     ------------------------

     Availability
     ------------

     DI will  provide a Service  Availability  SLA for a  Qualifying  IP Address
     based on the  applicable  SLA Target  Percentage.  The first  device in the
     Qualifying IP Address path must be a DI Managed Device, and the SLA applies
     up through the last DI Managed Device.

                                  Page 4 of 11
<PAGE>
                           Direct Insite Confidential

     The measurement criteria tool to determine Availability shall be Red Alert,
     using a five (5) minute interval  sample during the Access time period.  DI
     shall provide monthly reports to the Client which monitor Availability on a
     daily basis. DI shall net any  Availability  Credits,  Response Credits and
     Turn-around Credits against the next invoice due the Client.

     Availability Credit. If in any month the Monthly Availability Percentage is
     less than the SLA Target Percentage, Client shall be eligible to receive an
     Availability Credit, in accordance with Section 1.4, 1.5 and 1.6.

     Credit Application. If the Monthly Availability Percentage is less than the
     SLA Target  Percentage,  DI shall net any Availability  Credits against the
     next  invoice due the Client.  If the MRC for a subject  month has not been
     incurred, or for any other reason has been credited or waived, Client shall
     not be eligible for an Availability Credit for that month.

     Settlement of Credits. Any Availability Credits owed from DI to Client upon
     the  expiration or  termination  of the Services will be paid within ninety
     (90) days following the effective date of expiration or termination.

     Exclusions.  Client agrees that its sole remedy for DI's failure to meet an
     SLA Target Percentage is the Availability Credit as provided in section 1.3
     (Availability Credits). DI is not responsible for any Outage outside of its
     control, including but not limited to the following:

     o    Outage  due  to  problems  with  Client  provided  Content  or  Client
          programming errors including, but not limited to, Content installation
          and integration.
     o    Outages due to system administration,  commands, and or file transfers
          performed by Client representatives.
     o    Outage due to work performed at Client request (for example additional
          technical  assistance)  which  Client has agreed  cannot be  performed
          during standard maintenance periods.
     o    Denial  of  service  attacks  which  could  not have  been  reasonably
          prevented by the use of industry-standard security measures by DI.
     o    Lack of availability or untimely response time of Client, after DI has
          followed reasonable  notification procedures to Client as set forth in
          this Agreement, to respond to incidents that require its participation
          for source identification and/or resolution,  including meeting Client
          responsibilities for any prerequisite Services or failure of Client to
          provide appropriate maintenance on Client components which are located
          along the selected IP address path.
     o    Outage due to Client breach of its material obligations under the Base
          Terms.
     o    Outage due to failure of non-DI managed Client  Component  hardware or
          software.
     o    Periods of  scheduled or emergency  maintenance  activities  which are
          outside the established maintenance periods.

1.4  Credit Schedule
     ---------------

     DI and Client  agree to the  following  Availability  Credit  schedule  for
     Standard Availability Hours:

 Percent Availability per Month          Availability Credit from DI to Client
 ------------------------------          -------------------------------------
            (*)                                         (*)



                                  Page 5 of 11
<PAGE>
                           Direct Insite Confidential

        (*)


         DI and Client agree to the following Availability Credit schedule for
Premium Availability Hours:

  Percent Availability per Month        Availability Credit from DI to Client
  ------------------------------        -------------------------------------

             (*)                                        (*)



     Any and all cumulative  Availability  Credits may not be combined to exceed
     (*)% of MRC.

1.5  Response Time
     -------------

     DI will provide monthly reports to the Client and monitor average  Response
     Time on a monthly basis.  The measurement  criteria for Response Time shall
     be Red Alert. The measurement point is local to the application  server and
     begins once the request is launched until the expected  result is displayed
     and/or  available  for access.  The  Response  Time will be measured at the
     application level.  Internet delays and local Client network delays are not
     measured when  determining  Service Response Time. The Response Time Credit
     shall be applied by DI to the monthly invoice  following the month in which
     the actual Response Time did not meet the required Response Time.

     Average Monthly Response Time      Response Time Credits from DI to Client
     -----------------------------      ---------------------------------------

            (*)                                       (*)


     DI shall net any  Response  Time  Credits  against the next invoice due the
     Client.

     Any Response Time  calculation  shall  exclude times  allocated to mutually
     agreed to scheduled  maintenance  periods. Any degradation in Response Time
     as a result of extended  or  unexpected  data  processing  times  caused by
     Client's  lack of  advanced  notification  of Billing  Feed  changes as per
     Section 1.6 (Turn Around Time) shall be excluded from this SLA.

1.6  Turnaround Time
     ---------------

     DI will process Billing Feeds according to a mutually agreed-to schedule of
     the Certified Billing Feeds and notify the Client within two hours if there
     is a problem with the Billing Feeds transmission.

     If  Reprocessing  of the  Billing  Feeds is  required,  the Client  will be
     responsible for Reprocessing  fees.  Reprocessing  costs due to data errors
     caused by Client will be subject to a  surcharge  (as set forth in Appendix
     B) on the Monthly  Service Fees.

     All Billing Feed delivery times  specified in this section are based on the
     mutually agreed upon schedule detailed in Appendix D (Billing Feed Delivery
     Schedule).

                                  Page 6 of 11
<PAGE>
                           Direct Insite Confidential

     DI will make the  Deliverables and detail data available within the Service
     (*)  business  hours  after  acknowledgement  of receipt  of the  Certified
     Billing  Feeds.  These metrics are  contingent  upon no more than a fifteen
     (15%) percent increase in monthly volumes.

     The hours delayed (beyond 9 hours) and the associated  credits are measured
     monthly:

         Hours Delayed              Turnaround Time Credits Paid to Client by DI
         -------------              --------------------------------------------

             (*)                                       (*)


         DI shall net the assessed credits against the DI invoice to the Client
for the following billing period.

1.7 Access
    ------

     Access to the Service will provided  twenty-four  hours a day, seven days a
     week and three  hundred  and sixty  five days a year,  (24x7x365)  with the
     exception of scheduled maintenance times. DI will have a weekly maintenance
     time period from  Sunday  night at 11 PM EST to Monday  morning at 5 AM EST
     where the system will not be accessible.  The performance  measurements for
     Availability  and Access will be calculated  over the time period for which
     the Service is scheduled to be available for Access.

     1.8 Concurrent Connections
         ----------------------

     DI will provide the necessary  hardware and connectivity  infrastructure to
     support a minimum of (*)  concurrent  connections  with an Response Time of
     not more than (*) seconds and a daily average of not more (*) seconds.

2.0  Maintenance
     -----------

2.1  DI will provide  maintenance  in accordance  with  Appendix C  (Maintenance
     Plan).

3.0  Support
     -------

3.1  DI will provide Support in accordance with Appendix E (Support Pan).

4.0  Change Management
     -----------------

4.1  DI will provide  Change  Management in  accordance  with Appendix F (Change
     Management Process).

5.0  Payments and Fees
     -----------------
5.1  Applicable payments and fees are set forth in Appendix B.

6.0  Professional Services
     ---------------------

6.1  Professional  services shall be provided in accordance with each applicable
     SOW, attached as Appendix G.

                                  Page 7 of 11
<PAGE>
                           Direct Insite Confidential

7.0  Terms and Conditions
     --------------------

7.1  Ownership and Confidentiality.

     Ownership.  Client  acknowledges  that all Work Product,  all  Intellectual
     Property Rights embodied therein and all copies thereof, which are owned by
     and provided by DI hereunder,  are the sole and  exclusive  property of DI.
     Any   Intellectual   Property   which   Client  uses  in   performing   its
     responsibilities hereunder, as between DI and Client, shall be the sole and
     exclusive property of Client.

     Exclusivity.  Client  acknowledges  and agrees that nothing herein shall be
     deemed to  prohibit  or  preclude  DI from  performing  the same or similar
     Services (or from otherwise  providing  Deliverables  which are the same or
     substantially similar) to any other third party.

     Confidentiality.  DI shall maintain all Client Confidential  information as
     per the  Terms  and  Conditions  set  forth in the  Mutual  Confidentiality
     Agreement  executed on January 26, 2004 between the parties herein attached
     as Appendix H (Confidentiality Agreement), provided however, that the terms
     and conditions of such Mutual  Confidentiality  shall apply  throughout the
     term of this Agreement.

7.2  Limited Liability.
     -----------------

     Not  withstanding  anything  herein to the  contrary,  each  party's  total
     cumulative  liability,  if any  (including  but not  limited  to any  claim
     arising out of contract, tort, breach or otherwise) shall be limited to the
     fees paid by Client to DI  hereunder  for the  Service  giving rise to such
     liability. In addition,  except in connection with a breach by either party
     of Section 7.1 (Ownership and Confidentiality),  neither party hereto shall
     be liable to the other for  indirect,  special,  incidental,  exemplary  or
     consequential  damages (including without limitation loss of profits except
     for amounts  payable  under  Appendix B (Payments  and Fees) whether or not
     foreseeable and even if DI or Client has been advised of the possibility of
     such damages).


7.3  Term; Termination.
     -----------------

     Term.  This Agreement  shall become  effective as of the Effective Date and
     will remain in effect until  terminated in accordance with this Section 7.3
     (Term;   Termination).   This  Agreement  shall   automatically  renew  for
     successive  12-month terms unless  terminated by either Party in accordance
     with this Section 7.4.

     Termination.  Either  Party may  terminate  this  Agreement  at any time by
     giving the other Party a minimum of ninety (90) days' prior written notice.

     Effect of Termination or Expiration. If the Client elects to terminate this
     MSA without cause, then DI shall be due the following fees:

     o    (*)  processing  fees based upon the average  monthly  fee  calculated
          using the three months preceding the termination.

     o    If the termination  without cause is prior to the third anniversary of
          the  Effective  Date,  an  amount  calculated  using a  straight  line
          declining  balance  calculation  based upon (i) (*) or (ii) the actual
          value of assets  purchased  by DI in support  of Client  prior to such
          third anniversary, whichever is less.

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                           Direct Insite Confidential

         Within thirty (30) days of the termination of this Agreement, Client
         shall pay DI for all amounts due for Services completed as of such
         date; less any accumulated by as yet not applied Availability Credits,
         Response Time Credits, or Turnaround Credits.

8.0 General Terms
    -------------

8.1  Relationship of the Parties.  Notwithstanding any provision hereof, for all
     purposes of this  Agreement  each Party shall be and act as an  independent
     contractor and not as partner,  joint  venturer,  or agent of the other and
     shall not bind nor attempt to bind the other to any contract.

8.2  Assignment.  Neither this Agreement nor any rights under this Agreement may
     be assigned or otherwise  transferred by DI, in whole or in part, including
     by way of merger  acquisition or sale of stock or assets  without  Client's
     prior  written  consent  not to be  unreasonably  withheld.  Subject to the
     foregoing,  this  Agreement  shall be binding  upon and shall  inure to the
     benefit  of the  Parties  and their  respective  permitted  successors  and
     assigns.

8.3  Notice.  Any notice or other  communication  sent or given with  respect to
     this  Agreement  shall be sent in a manner  set forth  below,  and shall be
     deemed to be given as indicated:  (i) notices personally delivered shall be
     deemed to be given when they are delivered;  (ii) notices sent by overnight
     courier  shall be  deemed  to be given  on the  date on  which  the  sender
     designates  them for  delivery;  and (iii)  notices  sent by  certified  or
     registered mail shall be deemed to be given three (3) days after the sender
     mails them.

     DI shall send or give all notices or other  communications  with respect to
     this Agreement to Client at the following address (or to such other address
     of which Client notifies DI):

                            EDS / Attn: Joan Trusty
                            Mail Stop 19A
                            500 Renaissance Center MS 20A
                            Detroit, Michigan 48232-5640
                            Fax Number:  (13) 230-2666 8-230

     Client shall send or give all notices or other  communications with respect
     to this Agreement to DI at the following  address (or to such other address
     of which DI notifies Client):

                             Direct Insite Corp.
                             Attn: Matthew Ettinger Oakes
                             80 Orville Dr.
                             Bohemia, NY 11716
                             Fax Number: (631) 563-8085

8.4  Entire Agreement.  This Agreement  constitutes the entire agreement between
     Client and DI with respect to the subject matter of this Agreement and this
     Agreement  supersedes all other agreements and  understandings,  written or
     oral,   between  Client  and  DI  with  respect  to  such  subject  matter.
     Notwithstanding the foregoing, invoices, acknowledgements,  purchase orders
     and other similar documents  relating to services subject to this Agreement
     shall be binding only with respect to quantities  ordered,  the  particular
     type of services  ordered,  prices,  fees or other amounts  payable for the
     services ordered,  site for delivery and delivery dates.  Pre-printed order
     terms and any other  additional  terms, and any terms in conflict with this
     agreement shall be void and of no effect. No modification of this Agreement
     shall be  effective  unless it is in writing and such  writing is signed by
     authorized representatives of Client and DI.

                                  Page 9 of 11
<PAGE>
                           Direct Insite Confidential

8.5  Severability.  Any  provision  of this  Agreement  which is  prohibited  or
     unenforceable  in any  jurisdiction  shall,  as to  such  jurisdiction,  be
     ineffective to the extent of such prohibition or  unenforceability  without
     invalidating  the  remaining  provisions  of  this  Agreement,  and no such
     prohibition or  unenforceability  in any jurisdiction shall invalidate such
     provision in any other jurisdiction.

8.6  Waiver.  No waiver of any right or remedy  under  this  Agreement  shall be
     effective  unless  it is in  writing  and  such  writing  is  signed  by an
     authorized representative of the Party to be charged therewith. The failure
     of  Client  or DI at any time to  require  performance  of the other of any
     provision of this Agreement shall in no way affect its right  thereafter to
     require performance of the other of such provision,  nor shall such failure
     be held to be a waiver  of any  succeeding  breach of such  provision  or a
     waiver of such provision itself.

8.7  Force  Majeure.  Neither  Client nor DI shall be liable for any  failure to
     perform,  or any delay in  performing,  its  obligations  pursuant  to this
     Agreement  that arises out of, is caused by or results  from acts of God or
     other  circumstances that are beyond its reasonable  control.  In the event
     that any such  circumstances do arise, occur or result, DI and Client shall
     use reasonable  efforts to overcome them as promptly as practicable.  In no
     event  shall any of the events  described  herein  relieve  Client from its
     obligation to make the payments hereunder,  unless such Force Majeure event
     lasts longer than  fourteen  days;  in such event,  Client may  immediately
     terminate this Agreement without cause.

8.8  Headings.  The section  headings  used in this  Agreement  are intended for
     reference  purposes  only and shall not affect the  interpretation  of this
     Agreement.

8.9  Interpretation;  Governing  Law;  Jurisdiction.  This  Agreement  shall  be
     interpreted  in the English  language and governed by the laws of the State
     of New York, USA,  without regard to its conflicts of law  provisions.  The
     United Nations  Convention on Contracts for the International Sale of Goods
     shall not apply to this Agreement. In any action to enforce this Agreement,
     the prevailing  Party shall be entitled to costs and  attorneys'  fees. Any
     legal action or proceeding  relating to this Agreement  shall be instituted
     in a state or federal  court in New York,  New York. DI and Client agree to
     submit  jurisdiction of, and agree that venue is proper in, these courts in
     any such action or proceeding.

8.10 Binding Effect.  The provisions of this Agreement shall be binding upon and
     inure to the benefit of Client and DI and their  respective  successors and
     assigns.

8.11 Remedies.  Except as  expressly  provided  herein,  any and all  rights and
     remedies  which  either Party may have under this  Agreement,  at law or in
     equity,  shall be cumulative and shall not be deemed inconsistent with each
     other and any two or more of all such rights and  remedies may be exercised
     at the same time insofar as permitted by law.

8.12 Media Releases.  Except for any  announcement  intended solely for internal
     distribution  by DI or any  disclosure  required by legal,  accounting,  or
     regulatory  requirements  beyond  the  reasonable  control of DI, all media
     releases, public announcements,  or public disclosures (including,  but not
     limited to,  promotional  or marketing  material) by DI or its employees or
     agents relating to this Agreement or its subject  matter,  or including the
     name,  trade name,  trade mark,  or symbol of EDS or any  affiliate of EDS,
     shall be  coordinated  with and  approved in writing by Client prior to the
     release  thereof.  DI shall not represent  directly or indirectly  that any
     Product or Service  provided by DI to Client has been  approved or endorsed
     by EDS or include the name, trade name, trade mark, or symbol of EDS or any
     affiliate  of EDS on a list  of DI's  customers  without  Client's  express
     written consent.

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<PAGE>
                           Direct Insite Confidential

8.13 Dispute Resolution.  In the event of any disagreement regarding performance
     under or  interpretation of this Agreement and prior to the commencement of
     any formal proceedings, the parties shall continue performance as set forth
     in this  Agreement  and shall  attempt in good faith to reach a  negotiated
     resolution by  designating a  representative  of  appropriate  authority to
     resolve the dispute.

8.14 Compliance  with Laws.  In the  performance  of  Services  pursuant to this
     Agreement,  DI shall comply with the  requirements of all applicable  laws,
     ordinances,  and regulations of the United States or any state, country, or
     other  governmental  entity.  In  particular,  DI agrees to comply with the
     United States Export Administration Act; with Executive Order No. 11246, as
     amended by Executive Order No. 11375, the Vietnam Era Veterans Readjustment
     Assistance Act of 1974,  the  Rehabilitation  Act of 1973, the  Immigration
     Reform and Control Act of 1986,  and the Americans With  Disabilities  Act.
     This Section  incorporates  by reference  all  provisions  required by such
     laws,  orders,  rules,  regulations,  and ordinances.  DI shall  indemnify,
     defend,  and hold  Client  harmless  from and  against  any and all claims,
     actions,  or damages  arising from or caused by DI's failure to comply with
     the foregoing.

8.15 Export.  Neither party shall export any information  protected hereunder by
     an obligation of confidentiality from the United States, either directly or
     indirectly, without first obtaining a license or clearance as required from
     the U.S. Department of Commerce or other agency or department of the United
     States Government.

8.16 Survival of Terms.  Termination  or  expiration  of this  Agreement for any
     reason shall not release  either party from any  liabilities or obligations
     set forth in this  Agreement  which (i) the parties have  expressly  agreed
     shall  survive any such  termination  or  expiration,  or (ii) remain to be
     performed or by their nature would be intended to be  applicable  following
     any such termination or expiration.



IN WITNESS WHEREOF, Client and DI have caused duly authorized representatives of
their  respective  companies to execute this  Agreement on the date or dates set
forth below.



Direct Insite, Corp.                                     EDS


By______________________________________ By_____________________________________

Name____________________________________ Name___________________________________

Title___________________________________ Title__________________________________

Date____________________________________ Date___________________________________

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