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-2007-05-01
                        EDS/ (*)-IOL On-Going Support

This  Statement of Work  #EDS-2007-05-01  ("SOW")  dated May 8th, 2007 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 Rd. 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   the
(*).

     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    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 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 an Account Manager

     o    Provide access to IOL subject  matter  experts,  Mark Diminico,  Damon
          Santangelo and Arnold Leap.

     o    Document all meetings,  findings, designs,  dependencies,  issues, and
          risks. Such materials will remain on file at DI corporate office

     1.4 Client Responsibilities

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

     o    Provide access to billing, invoice validation,  and recharging subject
          matter experts

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

                                      -1-
<PAGE>

     o    Provide access with appropriate  permissions to existing  applications
          and system documentation as needed for IOL support.

     o    Provide  and  maintain  the  hardware  infrastructure  to host the IOL
          application.

          o    Client will provide application  hosting,  accordingly during the
               term of this SOW,  Direct Insite 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 in the United Kingdom 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.

          o    Direct Insite will provide  application support effective May 8th
               2007 through  November  8th 2007,  (Application  Go-live)  Monday
               through  Friday  from 0800 to 1800 hours for the first six months
               of  application  operation  with the  exception  of English  Bank
               Holidays.  Effective November 8th 2007 Direct Insite will provide
               application support Monday through Friday from 0900 to 1700 hours
               with the exception of English Bank Holidays.  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 One  Thousand  (1,000)
               hours of (Account & Development  Support).  Client will pay to DI
               for such block of One  Thousand  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

                                      -2-
<PAGE>
               for additional blocks of hours will be requested by Client and an
               amendment to this SOW shall be created.

          o    This initial block of 1000 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 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.


5.0  Fee  Rate  and  Schedule  (Fees  are  exclusive  of  Expenses  incurred  in
     connection with the Services).
<TABLE>
<CAPTION>
Table 1.0 Summary of IOL Monthly Fee Schedule
--------------------------------------------------------------------------------------------------------------------

     Release 1.0 Monthly  OGS Service Fee for the period May 1st,  2007  through August 30th, 2010.

-------------------------------------------------------------------------------------------------------------------
Line #                                                            Quantity                        Price
-------------------------------------------------------------------------------------------------------------------
    <S>   <C>                                                 <C>                              <C>
    1     Application Instance: (1 Production                       1                          (*)
          Environment / 1 Test Environment)
-------------------------------------------------------------------------------------------------------------------
    2     Max Number of Active Users                             Up to 500                     Included*
-------------------------------------------------------------------------------------------------------------------
    3     Data Files per Management Period                       Up to 750                     Included*
-------------------------------------------------------------------------------------------------------------------
    4     Invoice and Reapportionment Statement               Up to 5 million                  Included*
          Processing per Management Period
-------------------------------------------------------------------------------------------------------------------
    5     Monthly Total OGS                                                                    (*) USD
-------------------------------------------------------------------------------------------------------------------
<FN>
                      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.
</FN>
</TABLE>

     5.1 Block Hour Provision Schedule
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                             Block Hour Provision
-------------------------------------------------------------------------------------------------------------------
Line #                                                            Quantity                        Price
-------------------------------------------------------------------------------------------------------------------
    <S>   <C>                                            <C>                                  <C>
    1     Account & Development Support                  1000 hours @ (*) USD                  (*) USD
-------------------------------------------------------------------------------------------------------------------
</TABLE>
                         Table 2.0 Block Hour Provision

                                      -3-
<PAGE>
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.
     4. Decide if CR should be implemented.
     5. Communicate decision and update project plans
     6. Implement CR.

     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  Authorized Signatures

     By  signing  below  Client  acknowledges  its  acceptance  of this  SOW and
     represents that the signer is an authorized representative of Client.

                                      -4-
<PAGE>

Direct Insite Corp.                    Electronic Data Systems Corp.


By:                                    By:
    --------------------------------       -------------------------------

Name: Matthew E. Oakes                 Name: Graham Chalmers

Title: Chief Operating Officer         Title: EMEA Supply Chain Director

Date:                                  Date:
     -------------------------------       ------------------------------


                                      -5-