Exhibit 10.1

                               SERVICES AGREEMENT


     THIS SERVICES  AGREEMENT is effective  the 25th day of August,  2003 by and
between DIRECT INSITE CORP., a Delaware corporation  (hereinafter the "Company")
and James A. Cannavino,  an individual residing at #1 Lovango Cay, USVI (mailing
address 6501 Red Hook Plaza, Suite 201-PMB,  Red Hook, St. Thomas,  USVI 00802),
(hereinafter referred to as "Cannavino").


                              W I T N E S S E T H:

     WHEREAS,  the  Company  desires to enter into an  Services  Agreement  with
Cannavino; and

     WHEREAS,  Cannavino  desires to enter into a  Services  Agreement  with the
Company;

     NOW, THEREFORE, it is agreed as follows:

     1. Prior  Agreements  Superseded.  This Agreement  supersedes any services,
consulting or other agreements,  oral or written, entered into between Cannavino
and the Company prior to the date of this Agreement except for stock options and
restricted stock awards previously granted to Cannavino, which stock options and
restricted stock awards shall continue in full force and effect, under the terms
and conditions effective when they were issued.

     2. Services.  The Company  hereby agrees to employ  Cannavino and Cannavino
hereby  agrees  to serve as Chief  Executive  Officer  (until  such  time as the
planned  successor  is  appointed  C.E.O.  and  thereafter  as  a  consultant(as
hereinafter  defined)  to the  Company  through  the  end of the  Term  of  this
agreement)  and  Chairman  of  the  Board  of  the  Company  with   commensurate
responsibilities  and to  perform  such  services  as  directed  by the Board of
Directors. Cannavino shall serve in similar capacities of such of the subsidiary
corporations of the Company as may be selected by the Board of Directors without
additional  compensation.  Notwithstanding the foregoing,  it is understood that
the  duties  of  Cannavino  during  the  performance  of  services  shall not be
inconsistent with his position and title as Chief Executive Officer,  consultant
and or Chairman of the Board of the Company.

     3.  Term.  Subject  to  earlier  termination  on the terms  and  conditions
hereinafter  provided,  the term of this  Services  Agreement  shall be for four
years ending August 24, 2007 "Term" of this agreement..

     4.  Compensation.  For  all  services  rendered  by  Cannavino  under  this
Agreement, compensation shall be paid to Cannavino as follows:

     (a) Cannavino shall receive 360,000 stock options.  During the Term of this
Agreement,  Cannavino  shall  receive  $15,000  per month as  compensation.  The
360,000  stock  options shall vest ratably  during Term of this  Agreement.  The

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stock  options  shall have an exercise  price equal to the closing  price of the
Company's  common  stock as  indicated  on NASDAQ on the date this  agreement is
effective.

     (b) During the period of this  Agreement,  Cannavino  shall be  eligible to
participate in the Company's stock option and stock purchase plans to the extent
determined  in the  discretion  of the  Board of  Directors  of the  Company  or
committee thereof.

     (c)  Cannavino  shall be  entitled  to  participate  in any  short-term  or
long-term  incentive  plan which the  Company has in  existence  or which may be
adopted.

     (d) During the period of this Agreement,  Cannavino shall be furnished with
office  space and  secretarial  service  and  facilities  commensurate  with his
position and adequate for the performance of his duties.

     (e)  Cannavino  shall be  entitled  to  fully  participate  in all  benefit
programs available to executive  employees of the Company throughout the term of
this Agreement.

     5.  Expenses.  (a)  Cannavino  shall be  reimbursed  for all  out-of-pocket
expenses,  including  medical  expenses,  reasonably  incurred  by  him  in  the
performance  of his duties  hereunder.  (b)  During  the Term of this  agreement
Cannavino  shall be  provided  with New York City  office and  housing,  (Not to
exceed $10,000.00 per month for such office and housing) and (c) a car including
maintenance,  insurance, parking and all operation costs, with the monthly lease
cost of such car not to exceed  $1,000 per month unless  approved by the Company
prior to lease execution.  At the end of any lease Cannavino will have the right
to purchase the vehicle under the terms of any lease. (d) Additionally Cannavino
shall be reimbursed for his reasonable  expenses incurred  performing his duties
re: the following not for profit organizations, (National & International Center
for Missing and Exploited  Children and "BENS" Business  Executives for National
Security). All payments due to Cannavino under this Agreement which are not paid
when due will have  interest  added to them at a rate  equivalent to the average
rate of that paid on the Company's preferred stock outstanding.

     6.  Severance  Benefits.  Cannavino  shall  be  entitled  to the  severance
benefits  provided for in subsection (c) hereof in the event of the  termination
of this  Agreement,  by the Company without cause or in the event of a voluntary
termination  of this service  Agreement by  Cannavino  for good reason.  In such
event, Cannavino shall have no duty to mitigate damages hereunder. Cannavino and
the Company  acknowledge  that the foregoing  provisions of this paragraph 6 are
reasonable and are based upon the facts and  circumstances of the parties at the
time of entering  into this  Agreement,  and with this  Agreement,  and with due
regard to future expectations.

     (a) The term "cause" shall mean:

     (i) Cannavino's willful and continued failure to substantially  perform his
duties  under this  Agreement  (other than any such failure  resulting  from his
incapacity  due to  physical or mental  illness)  after  demand for  substantial
performance  is  delivered to Cannavino by the Board of Directors of the Company
which  specifically  identifies the manner in which the Board believes Cannavino
has not substantially performed his duties.

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     (ii) Cannavino's failure or refusal to follow directions from the Company's
Board of Directors  provided  that (a) Cannavino is provided  written  notice of
such  directions and a reasonable  period in which to comply and (b) Cannavino's
compliance with any such direction would not be illegal or unlawful.

     (iii)  Any act or  fraud,  embezzlement  or theft  committed  by  Cannavino
whether or not in connection with his duties or in the course of his performance
as defined in this Service Agreement, which substantially impairs his ability to
perform his duties hereunder.

     (iv) Any willful  disclosure by Cannavino of  confidential  information  or
trade secrets of the Company or its affiliates.

     For  purposes of this  paragraph,  no act or failure to act on  Cannavino's
part shall be  considered  "willful"  unless  done,  or  omitted to be done,  by
Cannavino  not in good faith and  without  reasonable  belief that his action or
omission was in the best interest of the Company. Notwithstanding the foregoing,
Cannavino shall not be deemed to have been terminated for cause unless and until
there shall have been  delivered to him a copy of a notice of  termination  from
the Board of Directors of the Company after  reasonable  notice to Cannavino and
an  opportunity  for Cannavino  with his counsel to be heard before the Board of
Directors of the Company finding that in the good faith opinion of such Board of
Directors  Cannavino  was guilty of the conduct set forth in clauses (i),  (ii),
(iii) or (iv) of this  paragraph  and  specifying  the  particulars  thereof  in
detail.

     (b) For these  purposes,  Cannavino  shall have "good  reason" to terminate
this Agreement if the Company removes Cannavino from the position of Chairman of
the Board at any time during the term of this Agreement.

     (c) The  severance  benefits  to be  paid  to  Cannavino  in the  event  of
termination  without cause or by Cannavino for "good  reason",  shall consist of
the  continued  payment to  Cannavino  for the  remaining  term of the Term this
Agreement,  of the  compensation  provided  in  Section  4(a)  hereof  plus  the
immediate  vesting of all outstanding  options;  and the payment to Cannavino of
the expenses provided for in paragraph 5 hereof.

     (d) Upon the termination of this agreement Cannavino can purchase , for the
depreciated net book value (as of 12-31 of the year of  termination)  all office
equipment,  furnishings,  cars etc.  which were used by or in the  possession of
Consultant as of the date of termination.


     7.  Death.  In the  event  of  Cannavino's  death  during  the term of this
Agreement, all shares and stock options issued hereunder shall immediately vest.


     8. Non-Competition.

     (a) Cannavino agrees that, during the term of this Agreement,  he will not,
without the prior  written  approval of the Board of  Directors  of the Company,
directly or indirectly,  through any other  individual or entity,  (i) become an
officer or employee of, or render any services [including  consulting  services]
to, any  competitor  of the Company,  (ii) solicit,  raid,  entice or induce any
customer of the Company to cease purchasing goods or services from the Company

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or to become a customer of any competitor of the Company, and Cannavino will not
approach any  customer for any such purpose or authorize  the taking of any such
actions by any other  individual or entity,  or (iii) solicit,  raid,  entice or
induce any employee of the  Company,  and  Cannavino  will not approach any such
employee for any such purpose or authorize  the taking of any such action by any
other individual or entity. However, nothing contained in this paragraph 8 shall
be construed as preventing  Cannavino  from investing his assets in such form or
manner as will not require  him to become an officer or  employee  of, or render
any services (including consulting services) to, any competitor of the Company.

     (b) During the term hereof and at all times thereafter, Cannavino shall not
disclose to any  person,  firm or  corporation  other than the Company any trade
secrets, trade information,  techniques or other confidential information of the
business of the Company, its methods of doing business or information concerning
its customers learned or acquired by Cannavino during  Cannavino's  relationship
with the Company and shall not engage in any unfair trade practices with respect
to the Company.

     9. Enforcement.

     (a) The  necessity  for  protection  of the  Company  and its  subsidiaries
against  Cannavino's  competition,  as  well as the  nature  and  scope  of such
protection,  has been carefully considered by the parties hereto in light of the
uniqueness of Cannavino's talent and his importance to the Company. Accordingly,
Cannavino  agrees that, in addition to any other relief to which the Company may
be entitled,  the Company shall be entitled to seek and obtain injunctive relief
(without the  requirement of any bond) for the purpose of restraining  Cannavino
from any actual or threatened  breach of the covenants  contained in paragraph 8
of this Agreement.

     (b) If for any  reason  a court  determines  that  the  restrictions  under
paragraph 8 of this Agreement are not reasonable or that consideration therefore
in adequate,  the parties  expressly  agree and covenant that such  restrictions
shall be interpreted,  modified or rewritten by such court to include as much of
the duration and scope identified in paragraph 8 as will render the restrictions
valid and enforceable.

     10. Notices.  Any notice to be given to the Company or Cannavino  hereunder
shall be deemed given if delivered  personally,  faxed or mailed by certified or
registered  mail,  postage  prepaid,  to the other party hereto at the following
addresses:



        To the Company: Direct Insite Corp.
                        80 Orville Drive
                        Bohemia, New York 11716

        Copy to:        David H. Lieberman, Esq.
                        Blau, Kramer, Wactlar & Lieberman, P.C.

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                        100 Jericho Quadrangle
                        Suite 225
                        Jericho, NY  11753

        To Cannavino:   James A. Cannavino
                        6501 Red Hook Plaza, Suite 201-PMB
                        Red Hook, St. Thomas, USVI 00802

     Either party may change the address to which notice may be given  hereunder
by giving notice to the other party as provided herein.

     11. Duties as a consultant.

     (a)  Cannavino  shall  consult  with the Company  and its senior  executive
officers  regarding its respective  businesses and  operations.  Such consulting
services  shall not require more than 48 days in any calendar year  inclusive of
the time required as chairman of the board of directors, nor more than four days
in any month, it being  understood and agreed that during the Consulting  Period
Cannavino shall have the right,  consistent  with the  prohibitions of Section 8
above , to  engage  in full  time or  part-time  employment  with  any  business
enterprise that is not a competitor of the Company.

     (b)  Cannavino's  services as a  consultant  shall only be required at such
times and such places as shall not result in unreasonable  inconvenience to him,
recognizing his other business  commitments  that he may have to accord priority
over  the  performance  of  services  for the  Company.  In  order  to  minimize
interference with Cannavino's other commitments,  his consulting services may be
rendered  by  personal   consultation   at  his  residence  or  office  wherever
maintained,  or by correspondence through mail, telephone,  fax or other similar
mode of communication at times, including weekends and evenings, most convenient
to him.

     (c) The Consulting Period shall terminate  earlier,  upon Cannavino's death
or upon his failure to perform  consulting  services as provided in this Section
11  pursuant  to 30 days'  written  notice by the  Company to  Cannavino  of the
grounds constituting such failure and reasonable  opportunity afforded Cannavino
to cure the alleged failure.  Upon any such  termination,  all payments of fees,
benefits and expenses shall cease.

     12.  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the Company, its successors and assigns, and upon Cannavino,
his heirs, executors, administrators and legal representatives.

     13. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the parties except as specifically otherwise indicated herein.

     14.  Jurisdiction  and  venue.  It is hereby  irrevocably  agreed  that all
disputes or controversies  between the Company and Cannavino  arising out of, in

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connection  with or  relating  to this  Agreement  shall be  exclusively  heard,
settled and determined by arbitration to be held in the City of New York, County
of New York, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association to be conducted before three arbitrators,  who shall all
be either  attorney(s) or retired judge(s) licensed to practice law in the State
of New York. York, New York. Any award made by such arbitrators shall be binding
and conclusive for all purpose thereof and may be entered as a final judgment in
any court of competent jurisdiction. The parties also agree that judgment may be
entered on the arbitrator's award by any court having  jurisdiction  thereof and
the parties consent to the  jurisdiction of any court located in the City of New
York, County of New York, or in the State of New York for this purpose. The cost
and  expenses  of such  arbitration  shall  be  borne  in  accordance  with  the
determination  of the arbitrators and may include  reasonable  attorney's  fees,
however,  Cannavino's  maximum  liability  for costs and fees  shall not  exceed
$5,000.  Each party  hereby  further  agrees that service of process may be made
upon it by  registered  or  certified  mail or  personal  service at the address
provided for herein.  In the event of any material  breach of this  Agreement by
the Company,  when no material breach has occurred by Cannavino , actual damages
would be  difficult to  determine , and the  parties,  therefore,  agree that as
liquidated  damages the  Consultant  shall be entitled to receive the balance of
the  compensation/  payments  specified  in paragraph 4 (a) 5 (b) 5 (c) plus the
immediate vesting of all unvested options..

     15. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of New York.

     16. Change of Control.  In the event (a) the Company has been  consolidated
or merged into or with any other  corporation or all or substantially all of the
assets of the Company have been sold to another corporation, with or without the
consent of  Employee,  in his sole  discretion;  or (b) the Company  undergoes a
Change of Control, as hereinafter  defined below,  without prior Board approval;
then  Cannavino  is  entitled to the  immediate  vesting of all shares of common
stock issued hereunder.

     A  "Change  of  Control"  of the  Company,  or in any  person  directly  or
indirectly controlling the Company, shall mean:

     (i) a change of control  as such term is  presently  defined in  Regulation
240.12b-2 under the Securities Exchange Act of 1934 (the "Exchange Act");

     (ii) if during the Term of this  services  agreement  any "person" (as such
term is used in  Section  13(d) and 14(d) of the  Exchange  Act)  other than the
Company or any person who on the date of this  Services  Agreement is a director
or officer of the Company,  becomes the  "beneficial  owner" (as defined in Rule
13(d)03 under the Exchange Act),  directly or  indirectly,  of securities of the
Company  representing  30% of the voting power of the Company's then outstanding
securities; or

     (iii) if during the Term of this services  agreement the individuals who at
the  beginning  of such period  constitute  the Board cease for any reason other
than death, disability or retirement to constitute at least a majority thereof."

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     17.  Consent  under Rights  Agreement.  The parties  acknowledge  that this
Agreement has been approved by the Company's  Board of Directors and accordingly
will not result in the issuance of any rights under the Rights  Agreement  dated
as of August 28, 2001.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Services
Agreement as of the day and year first above written.


DIRECT INSITE CORP.

By:  /s/ George Aronson
     ----------------------------
          George Aronson
       Chief Financial Officer


        /s/ James A. Cannavino
     ----------------------------
        James A. Cannavino


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