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 Corp. Confidential




                        Worldwide Invoices on-Line (IOL)


                                   Appendix A

                                Payments and Fees

                                       For

                             Ongoing Support (OGS) -
                         Invoice Processing, Archiving,
                            And Attachment Processing

                                        &

                         Non-Recurring Engineering (NRE)



                            Date: December 1st, 2008

File:  Appendix A Payments Fees December 30, 2004                    Page 1 of 7

<PAGE>
                        Direct Insite Corp. Confidential


1.0  Payment Process

Buyer  will  pay  Supplier   certain  amounts  for  the  Invoice   Applications,
Deliverables, and Services, as described below. All amounts stated herein are in
US Dollars.  Buyer will pay to the Supplier  certain amounts when  corresponding
milestones are achieved and accepted.  Additional  services if necessary must be
approved in advance and in writing per the Buyers change  request  procedure.  A
purchase order will be issued and will serve as the work  authorization  for any
such services.  This Appendix  applies to Invoice  processing and archiving fees
associated  with final  invoices  generated  by either the Invoice on Line (IOL)
application or the Customer Presentable Invoice (CPI) systems.  Other work scope
such as NRE will be covered  under a Separate  Statement of Work (SOW) or Change
Request (CR). The baseline for providing  Ongoing Support  Services (OGS) is the
functionality  supported by latest  release of the Invoices on Line  application
for each geographic area.

2.0  Invoices  -  Ongoing  Support  (OGS),   Non-Recurring   Engineering   (NRE)
     (Releases, Change Requests) & Support.

The  Supplier  shall  provide  the Buyer with three  levels of  services.  These
include:  (1)  OGS  which  is  includes  both  invoice  processing  and  invoice
archiving,   (2)  NRE  services  which  include   application   development  and
engineering   changes,  and  (3)  Support  which  includes  providing  technical
diagnostic  service  associated  with  problem   determination,   isolation  and
resolution

2.1  Ongoing Support (OGS)

The scope of OGS includes  both the  processing  of invoices  based upon billing
feeds provided by the Buyer to the Supplier; and archiving of processed invoices
for periods of time of 13 months and the  processing of  attachments  based upon
attachment feeds provided by the Buyer to the Supplier.

2.1.1 Ongoing Support - Invoice Processing

The Supplier  services  related to invoice  processing  shall be invoiced to the
Buyer according to the schedule defined in Table 1.0, or as otherwise specified,
for the prior performance  period's activity or agreed to minimum if applicable,
in accordance with the pricing fee structure.










               THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.






File:  Appendix A Payments Fees December 30, 2004                    Page 2 of 7
<PAGE>

                        Direct Insite Corp. Confidential

<TABLE>
<CAPTION>
          Performance  Performance                                     Payment
   Item   Period Start Period End  Proof of Performance  Invoice Date  Date         Amount
 -------------------------------------------------------------------------------------------
    <S>     <C>         <C>         <C>                   <C>         <C>          <C>
                                    TCR/DSR reports and
                                    SLA measurements for
     1      1-Jan-09    31-Jan-O9   Performance Period    31-Jan-02   31-Mar-09     $(*)
 -------------------------------------------------------------------------------------------
                                    TCR/DSR reports and
                                    SLA measurements for
     2      1-Feb-09    28-Feb-09   Performance Period    28-Feb-05   29-Apr-O9     $(*)
 -------------------------------------------------------------------------------------------
                                    TCR/DSR reports and
                                    SLA measurements for
     3      1-Mar-09    31-Mar-O9   Performance Period    31-Mar-O9   30-May-O9     $(*)
 -------------------------------------------------------------------------------------------
                                    TCR/DSR reports and
                                    SLA measurements for
     3      1-Apr-09    30-Apr-O9   Performance Period    30-Apr-O9   29-Jun-09     $(*)
 -------------------------------------------------------------------------------------------
                                    TCR/DSR reports and
                                    SLA measurements for
     5      1-May-O2    31-May-O9   Performance Period    31-May-O9   30-Jul-O9     $(*)
 -------------------------------------------------------------------------------------------
                                    TCR/DSR reports and
                                    SLA measurements for
     6      1-Jun-09    30-Jun-O9   Performance Period    30-Jun-O9   29-Aug-09     $(*)
 -------------------------------------------------------------------------------------------
                                    TCR/DSR reports and
                                    SLA measurements for
     7      1-Jul-O9    31-Jul-O9   Performance Period    31-Jul-O9   29-Sep-O9     $(*)
 -------------------------------------------------------------------------------------------
                                    TCR/DSR reports and
                                    SLA measurements for
     8     1-Aug-09     31-Aug-O9   Performance Period    31-Auq-09   30-Oct-O9     $(*)
 -------------------------------------------------------------------------------------------
                                    TCR/DSR reports and
                                    SLA measurements for
     9     1-Sep-O9     30-Sep-O9   Performance Period    30-Sep-O9   29-Nov-09     $(*)
 -------------------------------------------------------------------------------------------
                                    TCR/DSR reports and
                                    SLA measurements for
    10    1-Oct-O9      31-Oct-O9   Performance Period    31-Oct-O9   30-Dec-09     $(*)
 -------------------------------------------------------------------------------------------
                                    TCR/DSR reports and
                                    SLA measurements for
    11    1-Nov-09      30-Nov-09   Performance Period    30-Nov-09   29-Jan-10     $(*)
 -------------------------------------------------------------------------------------------
                                    TCR/DSR reports and
                                    SLA measurements for
    12    1-Dec-O9      31-Dec-O9   Performance Period    31-Dec-O9   28-Feb-10     $(*)
 -------------------------------------------------------------------------------------------
   Total                                                                            $(*)
 -------------------------------------------------------------------------------------------
</TABLE>
               Table 1.0 2008 OGS Milestones and Fee Structure OGS

An invoice from the Supplier  shall be  considered  valid if the invoice and all
necessary  supporting  information,  identified below, are provided to the Buyer
corresponding  to an  authorized  work  order.  Buyer may  reject  any  invoices
received that do not contain all required support  information.  The Buyer shall
issue a  "purchase  order"  for such  services.  The  Buyer  shall pay all valid
invoices (*) calendar days from receipt of such invoice as defined in Table 1.0.
Invoices shall be submitted to Buyer electronically using either traditional EDI
transmission,  Buyer's  Forms  Exchange  service,  or as  directed by the Buyer.
Supplier shall direct all invoice status  inquiries to Buyer's  Accounts Payable
Customer  Service  Center.  If exception is taken,  immediately  contact Buyer's
Business Coordinator listed in Section 9.0 of this document.

Invoice Support Information

     A)   The number of processing transactions during the performance period,
     B)   The  cumulative  number of archived  invoices (as defined in paragraph
          4.0 of this document).
     C)   The  "Preload" of historical  or  previously  viewed  invoices - where
          applicable;  D) The number of payment processing  transactions  during

File:  Appendix A Payments Fees December 30, 2004                    Page 3 of 7
<PAGE>
                        Direct Insite Corp. Confidential

          the  performance   period  where   applicable.   E)  Any  pre-approved
          miscellaneous charges with appropriate receipts. F) Invoice processing
          transactions   &   payment   processing   transactions    collectively
          ("Transactions")

2.1.2 Ongoing Support - Invoice Archiving

The Supplier shall archive invoices originating in all countries for a period of
13 months post the month in which the invoice is processed  and  presented.  The
fee for archiving services is included in the monthly processing fee included in
Table 1.0 above.

2.1.2 Ongoing Support - Attachments

An  attachment  shall be defined as any document  received  from the Buyer via a
specified  feed that  conforms  to the  format  and size as  defined in the most
recent IOL Functional Specification. Attachments shall be presented and archived
according to the same business rules as apply to the associated invoice. The OGS
fee shall be the same as applies to Buyers Customer Presentable Invoice.

2.1.3 Percentage Increase - Volumes

In the event that the invoice volumes,  attachments,  e-payments or archiving in
2009 exceed the volumes of 2008 by (*) or more the  parties  agree to  interlock
and mutually adjust pricing in the 2009 Appendix A Payments and Fees for OGS.


2.1.3 Security Standard

The Supplier  will adhere to the PCI DSS (Payment  Card  Industry  Data Security
Standard)  requirements  and by signing this agreement the Supplier accepts that
they are responsible for the security of the cardholder data they possess.

2.2 Non-recurring engineering (NRE) services

For   NRE   charges,    Releases    which   are   defined   as   projects   over
(*) dollars)  will be paid  according to the  following
milestones:


     Plan Phase Exit                25%
     Development Phase Exit         50%
     Move to Production    25%


For NRE charges that are less than  $(*)  dollars),
payment will be made in full upon a mutually  agreed to milestone  that shall be
documented as part of the  Non-recurring  engineering  estimate  provided by the
Supplier to the Buyer. If the Buyer authorizes a non-recurring  engineering work
and subsequently terminates the activity prior to the final milestone,  then the
Buyer and Supplier  shall enter into a good faith  negotiation  to determine the
appropriate termination fees.

Support is provided by the Supplier as a "For-Fee"  service.  Level 1 Support is
defined as basic  support and contact  between the end-user and the provider and
includes problem  identification and recording for reporting  purposes.  Level 2
Support is defined as system level problem determination where the resulting sub
system as having the problem is other than IOL.  Level 3 Support is defined as a

File:  Appendix A Payments Fees December 30, 2004                    Page 4 of 7
<PAGE>
                        Direct Insite Corp. Confidential

Supplier  responsible  trouble ticket being logged against the IOL  application,
the resulting problem  resolution shall be the  responsibility of the Supplier's
Customer  Support Team. Level 3 Support is provided under this SOW at no cost to
the Buyer. Level 1 & Level 2 Support shall be provided to the Buyer upon request
at the rate of (*) per hour.

3.0      Types of Users
There are nine general categories of users:
<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------------
                                                                                     Applicable
        Item    Category          Customer/Employee    Rights and Privileges         Geography
     -------------------------------------------------------------------------------------------------
         <S>    <C>               <C>                  <C>                           <C>
                                                       Customer  Allowed to view
                                                       invoices  based  on there
         1      Invoice User      Customer             approved customer numbers     IOL WW/CPI only
     -------------------------------------------------------------------------------------------------
                                                       Employee with access
         2      Invoice Viewer    Employee             to some customer numbers      OL WW/CPI only
     -------------------------------------------------------------------------------------------------
               Invoice Viewer                          Employee allowed to
         3     All Accounts                            look at all invoices
               Employee           Employee
     -------------------------------------------------------------------------------------------------
                                                       Employee allowed to look
                                                       at all invoices. Also,
                                                       has access to preliminary
                                                       bills. Can manipulate
                                                       preliminary bills
                                                       including rollup, sort order,
                                                       hold/release/issues and
                                                       hide any "problem" final
         4      Project Manager   Employee             invoice.                      IOL WW/CPI only
     -------------------------------------------------------------------------------------------------
                                                       Services Customer Support
                                                       Representatives. Assists
                                                       Project Managers in
                                                       assuring all attachments
                                                       are available on final
                                                       invoices.
                                                       Performs entitlement
         5      Services CSR      Employee             functions.                    IOLVVW/CPI only
     -------------------------------------------------------------------------------------------------
                                                       Customer Support
                                                       Representative -
                                                       performs entitlement
         6      CSR               Employee             functions                     IOL WW/CPI only
     -------------------------------------------------------------------------------------------------
                                                       AR  employee   with  billing
                                                       responsibility  has a number
                                                       of CSR  assigned to the
                                                       same set of customers.
                                  Employee             Responsible for billing
         7      Coordinator                            inquiry resolutions.          IOL WW/CPI only
     -------------------------------------------------------------------------------------------------
                                                       Customer Support
                                                       On-Line - Main support
                                                       for Employees and
         8      CSOL              Employee             customers.                    IOL WW/CPI only
     -------------------------------------------------------------------------------------------------
                                                       Has application
                                                       responsibility.  Can
                                                       manage all the  settings
         9      Application Owner Employee             within the Website.           IOL WW/CPI only
     -------------------------------------------------------------------------------------------------
                            Table 2.0 User Categories
</TABLE>
4.0      Elements of Ongoing Support (OGS) Fee Structure

Summary of Fee Schedule:  During calendar year 2009, the Fee Schedule defined in
Table 1.0 shall apply with the defined Fee Structure  and Terms and  Conditions.
The specific  Transaction  and  Archiving  fee  structure,  start and end of the
performance periods,  metrics to be used to verify delivery of service,  invoice
dates and payments dates shall be as defined in Table 1.0. As consideration  for
the 2009  Statement of Work (SOW)  extension  the monthly  payment  schedule the
monthly fee shall be $(*)  dollars) for a total  annual  payment and fee of $(*)
dollars).

During the calendar year 2009 the Supplier shall archive all processed  entitled
and unentitled invoices for a period of thirteen (13) months.

The Buyer shall use the Supplier  provided  Monthly  Invoice Report (MIR) and/or
entitled user report, or, if requested, the Supplier shall quarterly provide the

File:  Appendix A Payments Fees December 30, 2004                    Page 5 of 7
<PAGE>
                        Direct Insite Corp. Confidential

Buyer with a list of entitled and  un-entitled  customers  numbers such that the
Buyer can "filter" or remove un-entitled invoices from the feeds provided to the
Supplier so that volumes of invoices do not reach the penalty.

Inconsideration  of the above fee reductions and the  adjustments to the Service
Level  Agreements  stated in the  Statement of Work, in the event an SLA penalty
becomes  applicable,  the basis for the penalty shall be the penalty  percentage
minus  the  effective  discount  fee  of (*) discount  and (*) "buffer").
<TABLE>
<CAPTION>
---------- ---------------------------- ---------------------- -------------------------------------------------
Item       Schedule Description         Fee Per Event          Terms and Conditions
---------- ---------------------------- ---------------------- -------------------------------------------------
  <S>    <C>                          <C>                      <C>
                                                               a. "Invoice Presented" is defined as any
                                                               invoice received from any feed,
                                                               processed by the IOL system or final
                                                               invoice processed by the CPI system and made
         EBP&P Final Invoice          Fee Schedule as          available for viewing to any types of
  1      Presentment                  stated in Table 1.0      entitled or non-entitled user.
                                                               b. "PDF" form of invoice not greater than 2000
                                                               pages and an average PDF pages size of 25 pages
                                                               c. Sources of Invoice Data will be as per the set
                                                               of feeds from US, EMEA, Mexico, Latin America,
                                                               Asia Pacific and Canada as of January 1, 2009.
                                                               d. Monthly Invoice Processing volumes not to
                                                               exceed the quantity indicated in Table 4.0.
---------- ---------------------------- ---------------------- -------------------------------------------------
</TABLE>
      Table 3.0 Payments and Fees - Fee Structure and Terms and Conditions

5.0  Travel Expense Guidelines:

Buyer will reimburse Supplier for travel expenses, provided they are incurred in
the performance of this Agreement and with Buyer's prior written approval and in
accordance  with the IBM Travel  policy.  The Buyer  shall take such  actions as
necessary  for the  Supplier  to qualify  for the Buyer  rates  through  Buyer's
corporate travel agency.

6.0  Quarterly Ongoing Planning

During calendar 2009, the Buyer and the Seller shall  communicate  each quarter,
or other  referenced  period,  for the term of this agreement for the purpose of
confirming  the outlook for invoice  presentment  and archiving  volumes for the
subsequent two quarters.

7.0      Document Precedence

During  calendar  year  2009,  the  parties  agree to the  payments,  fees,  and
associated terms and conditions  defined in this document as such shall apply to
IOL or Archiving.  Such Payments,  Fees and Terms shall take precedence over any
other  pre-existing IOL Statements of Work or related work  authorizations.  The
payments,  fees and terms and  conditions of this document do not apply to other
work scope being  performed by the Supplier for the Buyer including the Customer
Presentable  Invoice  (CPI)  pre-bill  review and  attachment  presentation  and
archiving and processing applications.

File:  Appendix A Payments Fees December 30, 2004                    Page 6 of 7
<PAGE>
                        Direct Insite Corp. Confidential

8.0  Term and Termination

Should the Supplier  elect to terminate  with or without cause the processing of
the IOL invoices using the Deliverables  prior to 12/31/2009,  the Supplier must
provide the Buyer's contact point with  ninety-day  (90) written notice.  During
that  ninety-day  (90) day period both parties will  negotiate in good faith any
potential  termination fee. This fee will be limited to (*) during the period of
1/1/2009 to 12/31/2009.

9.0  Business Coordination Contacts:

The contact point for the Buyer shall be:
Carol Ingles Roth
cingles@us.ibm.com
IOL WW Application Owner
One Mack Drive.
Mack Centre II
Paramus, New Jersey 07652
877-279-9313

The contact for the Supplier shall be:
Matthew E. Oakes
(matthew.oakes@directinsite.com)
Chief Operating Officer
Direct Insite Corp.
80 Orville Drive
Bohemia, NY 11716
631-244-1500

11.0 Signatures

ACCEPTED AND AGREED TO:                      ACCEPTED AND AGREED TO:
International Business Machines Corporation  Direct Insite Corporation

By:                                          By:
-------------------------------------------  -----------------------------------
Buyer Signature  Date:                       Supplier Signature  Date:
Jerry Cooper                                 Matthew Ettinger Oakes

-------------------------------------------  -----------------------------------
Printed Name                                 Printed Name
Procurement Professional - N                 Chief Operating Officer

-------------------------------------------  -----------------------------------
Title & Organization                         Title & Organization
                                             Direct Insite Corp.

-------------------------------------------  -----------------------------------
Buyer Address:                               Supplier Address:
1701 North Street                            80 Orville Drive
Endicott, NY  13760                          Bohemia, NY  11716
                                             USA



File:  Appendix A Payments Fees December 30, 2004                    Page 7 of 7