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


                       STATEMENT OF WORK # EDS-2008-05-07
                      EDS/(*)-IOL On-Going Support

This  Statement of Work  #EDS-2008-05-07  ("SOW")  dated May 7th, 2008 is issued
pursuant to the Master Services  Agreement  dated May 7th, 2004,  ("MSA") 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  Drive.  Bohemia,  NY  11716  (Client  and  DI
individually a "Party",  together the "Parties").  Capitalized terms not defined
in this SOW shall have the meanings set forth in the MSA,

1.0  Description of Services to be Performed and Deliverables to be Provided:

     1.1 Scope of Work

The scope of work for this SOW  includes  on-going  support  of the DI  Invoices
Online (IOL) suite of components for EDS on behalf of (*).


     1.2 Key Assumptions

     o    EDS will  provide  DI access to subject  matter  experts  and  systems
          required to properly support the IOL system.

     o    All intellectual property as a result of this SOW will remain the sole
          and exclusive property of DI.

     o    If EDS elects to use the Change Requests or Enhancements, collectively
          (Works)  provided  during  the term of this SOW in other  Accounts  or
          Commercial  Situations,  DI  will  make  such  Works  available  at no
          additional  charge.  Such Works will be  provided  in  addition to any
          requested Non Recurring  Engineering (NRE) and or the monthly On Going
          Support (OGS) fees required to utilize the base DI application in such
          other  opportunities  and those  efforts will be subject of a separate
          SOW.

     o    Client  represents  and warrants  that it will not modify or alter the
          compiled byte code of the IOL Application.

     o    DI will be provided  office  space on the Client  premises and will be
          reimbursed for all reasonable  and pre-agreed  travel  expenses to and
          from the Client  locations  for the  facilitation  of on-going  system
          support.


     1.3 DI Responsibilities

DI Responsibilities

     DI has the following responsibilities as it relates to this SOW:

     o    Provide a suitably qualified Account Manager with sufficient authority
          to represent DI in senior level meetings.

     o    Provide  appropriate  and  reasonable  access  to IOL  subject  matter
          experts.

                                      -1-
<PAGE>
     o    Document all meetings,  findings, designs,  dependencies,  issues, and
          risks.  Such materials will remain on file at DI corporate  office but
          will  be  issued  electronically  to all  appropriate  parties  within
          reasonable agreed timescales.

     o    DI will be responsible for  maintaining  continuity and skill level of
          its  representatives  under this  agreement  in the event any of those
          persons should leave the business or be reassigned.

     o    Provide and maintain the hardware and software  infrastructure to host
          the IOL application if hosted by DI.

     1.4 Client Responsibilities

     Client has the following responsibilities as it relates to this work order

     o    Provide  appropriate  and  reasonable  access to billing  and  invoice
          validation subject matter experts

     o    Participate in all reasonably required review sessions and discussions
          in support of the IOL service.

     o    Provide access with appropriate  permissions to existing  applications
          and system documentation as needed for IOL support.  Where such access
          is  required to  (*)-owned  systems  Client  will make all  reasonable
          endeavors to secure appropriate permissions and access.

     o    Provide and maintain the hardware and software  infrastructure to host
          the IOL application if hosted by Client.

     o    If Client  chooses  to provide  application  hosting,  Direct  Insite,
          unless degradation is a direct result of IOL application failure, will
          not be responsible for the following Service Level Agreements  (SLA's)
          as described in the MSA:

               o    Response Time
               o    Availability
               o    Feed Turn around Time

2.0  Service Location(s):

     All  on-going  support  activity  in  association  with  this  SOW  will be
     performed in  designated  DI  facilities,  or on-site at Client  designated
     facilities.

3.0  Facilities and Equipment Requirements

     o    Client will provide DI with office space,  Internet  connectivity  and
          printer access for the duration of this SOW.

4.0  Application Support, Account & Development Support and Training Services

     4.1 Application Support

     o    DI per this SOW  will  provide  to  Client  comprehensive  application
          support.   Such   application   support   will   consist   of  problem
          determination  and  assignment  of a  defect  to  the  appropriate  DI
          resources to correct the identified issue at no cost to the Client.

                                      -2-
<PAGE>
     o    Direct Insite will provide  application  support  effective August 1st
          2008  (Application  Go-live)  Monday  through Friday from 0900 to 1700
          hours India (IST).  Additional support requests (weekends,  off hours,
          holidays) will be made with a minimum of seventy-two (72) hours notice
          by the Client to the DI Account  Manager.  Additional  support will be
          provided  upon  request  and  invoiced  at the  agreed  upon  rate  of
          (*) USD.

     o    Level of support,  roles and  responsibilities  and all other specific
          details are  provided  in the  Support  Plan which is attached to this
          document as EDS-(*) Support Plan.doc. (Appendix A).

     4.2 Account & Development Support

     o    Non  application  based  defects  reported by the Client to DI, Client
          requested  enhancements  and or change  requests will be provided as a
          for fee  service at the rate of (*) USD per hour.  See Table 2.0 Block
          Hour Provision Schedule in Section 5.0.

     o    DI will provide to the Client a block of Five  Hundred  (500) hours of
          (Account & Development Support).  Client will pay to DI for such block
          of Five Hundred hours a rate of (*) USD per hour for a total amount of
          (*) USD. DI will invoice Client for actual hours utilized on a monthly
          basis.  Any requests for additional  blocks of hours will be requested
          by Client and an amendment to this SOW shall be created.
<TABLE>
<CAPTION>
           ------------------------------------------------------------------------------
                                                  Block Hour Provision
           Line #                                                 Quantity          Price
             <S> <C>                                              <C>               <C>
             1   Account & Development Support                    (*)               (*)
           ------------------------------------------------------------------------------
</TABLE>
                         Table 2.0 Block Hour Provision

     o    This initial block of 500 support hours is a starting point and may be
          increased  as  needed;  such  additional  blocks of hours  will be the
          subject  of an  amendment  to this  SOW.  Actual  hours  utilized  for
          additional  support  requests or actual  change  requests (CR) will be
          invoiced  monthly.  The Direct  Insite  Account  Manager  will provide
          detailed reporting on support hour usage on each monthly invoice.  The
          level of effort for each  customer  change  requests will be sized and
          priced and  submitted  for the  customer's  sign off prior to any work
          taking place.

     o    Any on-site  Account & Development  Support  travel  related  expenses
          required per this SOW shall be reimbursed by EDS as per the EDS Travel
          Guidelines.

     4.3 Training

     o    Direct  Insite will provide two  business  days (16 hours) of training
          (Web  based or  On-site)  at no  additional  cost to  Client,  On-site
          training  assumes all travel related expenses are reimbursed by EDS as
          per the EDS Travel Guidelines.

     o    Additional  training and  documentation  services are available at the
          rate of (*) per hour.

                                      -3-
<PAGE>
5.0  Fee  Rate  and  Schedule  (Fees  are  exclusive  of  Expenses  incurred  in
     connection  with the  Services).  Table  1.0  Summary  of IOL  Monthly  Fee
     Schedule
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
         Release 1.0 Monthly OGS Service Fee for the period August 4th, 2008 through August 4th, 2013.
Line #                                                            Quantity                       Price
    <S>   <C>                                                    <C>                           <C>
    1     Monthly Processing                                       (TBD)                       (*)
    2     Max Number of Active Users                             Up to 500                     (*)
    3     Application Instance: (1 Production                        1                         (*)
          Environment / 1 Test Environment)
    4     Monthly Application Hosting                                1                         (*)
    5     Level 2 and 3 Support                                      1                         (*)
           Monthly Total OGS                                                                   (*)

-------------------------------------------------------------------------------------------------------
</TABLE>
                      Table 1.0 Summary of IOL Fee Schedule

     *    In the event that the  volumes in Table 1.0 under run or are  exceeded
          by more than (*) %) during any calendar  year of this  agreement,  the
          parties agree to interlock and discuss the Fee Rate and Schedule.


6.0  Status and Tracking

     Monthly Status Reports:

     DI will provide monthly Status Reports  advising the Client Project Manager
     of the progress and status of DI activities worked on during that period.

7.0  Change Management Process

     The  following  process  will be  utilized  for  the  Change  Requests  and
     Enhancements under this SOW as required.

     o    All Change Requests should be submitted to the DI Account Manager.
     o    The  Direct  Insite  Account  Manager  is  responsible  for  tracking,
          submitting  and receiving  sign off from the customer on all CR's in a
          customer acceptable  timeframe.  The CR document format is attached to
          the SOW as  Appendix  B.
     o    All Change  Requests  will be  tracked  via a change  request  log and
          reviewed on a weekly basis.
     o    The    following    steps   will   be   executed   for   each   Change
          Request/Enhancement (CR):

          1.   Submit CR to DI Account Manager.
          2.   Assign CR Number
          3.   Estimate Time and Cost and make a recommendation to Client.
          4.   Receive Client approval and acceptance criteria.
          5.   Communicate decision and update project plans
          6.   Implement  CR,  validate  successful  implementation  and invoice
               Client for CR.

                                      -4-
<PAGE>
Escalation Procedure

     The  following  procedure  will be followed if  resolution is required to a
     conflict arising during the performance of this SOW.

     When a conflict  arises  between  Client and DI, the project team member(s)
     will first strive to work out the problem internally.

     o    Level 1: If the project team cannot  resolve the conflict  within five
          (5) working days,  the Client Program  Manager and DI Account  Manager
          will meet to resolve the issue.

     o    Level 2: If the conflict is not resolved within three (3) working days
          after being  escalated to Level 1, the Client  Executive  Sponsor will
          meet with the DI Project Executive to resolve the issue.

     o    Level  3:  If  the   conflict   remains   unresolved   after  Level  2
          intervention,  resolution  will be  addressed in  accordance  with the
          Agreement or as determined or agreed to by the parties.

     o    During any conflict resolution, DI agrees to provide services relating
          to items not in dispute,  to the extent practicable pending resolution
          of the conflict.


8.0  Novation

If the contract between (*) and EDS is terminated for any reason during the term
of this  Agreement,  DI agrees that (*) will become the  recipient  party of the
Services  of this  Agreement  and such  Services  will  continue  to be provided
uninterrupted  for the term and in accordance with all of the provisions of this
Agreement.

9.0 Authorized Signatures

This  Agreement  between  Direct Insite Corp. and EDS Ltd is pursuant to the MSA
executed  between Direct Insite Corp. and EDS Corp. on May 7th, 2004. By signing
below Client  acknowledges  its acceptance of this SOW and  represents  that the
signer is an authorized representative of Client.


Direct Insite Corp.                      Electronic Data Systems Corp.


By: /s/ Matthew E. Oakes                 By:
Name: Matthew E. Oakes
                                         Name:
Title: Chief Operating Officer
                                         Title: ________________________________
Date:July 31, 2008
                                         Date:

                                      -5-