Exhibit 10.2

                      EMPLOYMENT AND CONSULTING AGREEMENT


     THIS EMPLOYMENT  AGREEMENT effective as of the 1st day of January,  2003 by
and  between  DIRECT  INSITE  CORP,  a  Delaware  corporation  (hereinafter  the
"Company")  and ROBERT L.  CARBERRY,  an individual  residing at 6494 NW 32 Way,
Boca Raton, Florida 33496. (hereinafter called "Carberry").

                              W I T N E S S E T H:

     WHEREAS,  the Company  desires to enter into an Employment  Agreement  with
Carberry (the "Agreement"); and

     WHEREAS, Carberry desires to enter into the Agreement.

     NOW, THEREFORE, it is agreed as follows:

     1. Prior Agreements  Superseded.  This Agreement supersedes any employment,
consulting or other agreements,  oral or written, entered into between, Carberry
and or  Telluride  Group,  and the Company  prior to the date of this  Agreement
except for stock options or stock issuances  previously granted to, Carberry and
or Telluride  Group,  which stock options and stock  issuances shall continue in
full force and effect.

     2.  Employment.  The Company hereby agrees to employ  Carberry and Carberry
hereby  agrees to serve as  President  or Vice  Chairman of the Company  through
August  15,  2004  reporting  to the  CEO  and  Chairman;  and  as a  Consultant
contiguously  thereafter  until  February 15,  2007.  Carberry's  employment  as
President or Vice Chairman  hereunder shall be on a full-time basis and he shall
not engage in any other  business,  except with the prior  approval of the Board
and Chief Executive Officer. . Notwithstanding  the foregoing,  it is understood
that the duties of Carberry  during the  performance of employment  shall not be
inconsistent with his then position and title.

     3.  Term.  Subject  to  earlier  termination  on the terms  and  conditions
hereinafter provided, the Term of this Agreement is:

     (a) the Employment  Term of this  Agreement  shall end on August 15, , 2004
and

     (b) the Consulting Period of this Agreement shall end February 15, 2007.

     (c) these terms shall run sequentially.

     4.  Compensation.   For  all  services  rendered  by  Carberry  during  the
Employment Term under this Agreement,  compensation shall be paid to Carberry as
follows:

     (a) Carberry shall be paid at the annual rate of Two Hundred Forty Thousand
($240,000) Dollars.

     (b) Carberry  shall be granted stock options to purchase  200,000 shares of
the  Company's  common  stock  at fair  market  value  per  share on the date of
issuance. 150,000 options shall vest immediately and the remaining options shall
vest pro rata on a monthly basis between the date of execution of this Agreement
and  January 1,  2004.  . During the  period of  employment,  Carberry  shall be
eligible to further participate in the Company's stock option and stock purchase
plans to the extent determined in the discretion of the Board.

     (c)  Carberry  shall  be  entitled  to  participate  in any  short-term  or
long-term incentive plan available to executive employees.

     (d) Carberry shall receive a  transportation  allowance of $600 monthly and
also be  reimbursed  for  weekend  transportation  expenses  from the  Company's
offices in New York to his home in Florida during the Employment Term.


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     (e) During the  period of  employment,  Carberry  shall be  furnished  with
office  space and  secretarial  service  and  facilities  commensurate  with his
position  and adequate for the  performance  of his duties at 80 Orville  Drive,
Bohemia, New York.

     (f) Carberry shall be entitled to fully participate in all benefit programs
available to executive  employees of the Company  throughout the Employment Term
and the Consulting Period of this Agreement.

     5. Expenses.  Carberry,  during both the Employment Term and the Consulting
Period, shall be reimbursed for all out-of-pocket expenses,  reasonably incurred
by  him in the  performance  of his  duties  hereunder.  Expense  reports,  with
receipts and  justifications,  must be submitted to the Chief Executive  Officer
for approval.  During the  Employment  Term such expenses may include but not be
limited to temporary  living  accommodation  expenses  which are not to exceed $
2,500.00 per month.

     6. Severance Benefits. Carberry shall be entitled to the severance benefits
provided for in  subsection  (c) hereof in the event of the  termination  of his
employment  by  the  Company  without  cause  or in  the  event  of a  voluntary
termination of employment by Carberry for good reason.  In such event,  Carberry
shall have no duty to  mitigate  damages  hereunder.  Carberry  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) Carberry'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 Carberry by the Chairman of the
     Board of the Company which specifically  identifies the manner in which the
     Board believes Carberry has not substantially performed his duties pursuant
     to 30 days'  written  notice by the  Company  to  Carberry  of the  grounds
     constituting such failure and reasonable  opportunity  afforded Carberry to
     cure the alleged failure.

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

          (iii) Any act or fraud,  embezzlement  or theft  committed by Carberry
     whether  or not in  connection  with his  duties  or in the  course  of his
     employment  which  substantially  impairs his ability to perform his duties
     hereunder.

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

          For purposes of this paragraph, no act or failure to act on Carberry's
     part shall be considered  "willful"  unless done, or omitted to be done, by
     Carberry not in good faith. . Notwithstanding the foregoing, Carberry 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
     Chairman of the Board of the Company  after  reasonable  notice to Carberry
     and an  opportunity  for  Carberry  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 Carberry committed  prohibited conduct as set forth
     in clauses (i),  (ii),(iii) or (iv) of this  paragraph and  specifying  the
     particulars thereof in detail.


     (b) For these purposes,  Carberry shall have "good reason" to terminate the
Employment Term of this Agreement if:


          (i) the Company removes Carberry from his then current position.or
          (ii) if the  Company  has a change of control  defined as in the event
     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,  or if any entity acquires voting control
     of the Company with or without the consent of Carberry and as a consequence
     of such change of control Jim Cannavino is no longer the CEO of the Company
     during the Employment  Term of this  Agreement;  (iii) the Company fails to
     comply with the terms and conditions under this Agreement;

     (c) The severance  benefits  under this section in the event of termination
without cause or by Carberry for "good  reason",  shall consist of the continued
payment to Carberry for the remaining term of Employment Term this Agreement, of
the annual salary provided in Section 4(a) hereof plus the immediate  vesting of
all outstanding options; and of the payment to Carberry of the Consulting Period
fees provided in the Section 8.

     7.  Death.  In the  event  of  Carberry's  death  during  the  term of this
Agreement,  Carberry's legal representative shall be entitled to receive his per
annum base salary as provided in  paragraph  4(a) of this  Agreement to the last
day of the calendar  quarter  following the calendar quarter in which Carberry's
death shall have occurred.

     8.  Consulting  Period.  (a) Effective upon the end of the Employment  Term
(unless the Agreement is terminated  for cause by the Company),  Carberry  shall
become a consultant to the Company in recognition of the continued  value to the
Company of his extensive  knowledge and expertise.  Unless earlier terminated as
provide in Section 8(g), the consulting  period shall continue for two years and
six months. ("Consulting Period").

     (b) During the Consulting  Period,  Carberry 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,  nor more than four days in any month,  it being  understood and
agreed  that  during  the  Consulting  Period  Carberry  shall  have the  right,
consistent  with the  prohibitions of Section 9 below, to engage in full time or
part-time  employment  with any business  enterprise that is not a competitor of
the Company.

     (c)  Carberry'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 Carberry'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.

     (d) During the Consulting Period,  Carberry shall not be obligated to serve
as a member of the Board or to occupy any office on behalf of the Company or any
of its subsidiaries.

     (e) During the Consulting  Period,  Carberry shall receive from the Company
each month the sum of Twelve Thousand Dollars ($12,000).

     (f) In the event of disability during the Consulting Period, the Company or
Carberry may terminate Carberry's  consulting services. If Carberry's consulting
services are terminated due to disability, he shall be entitled to compensation,
in accordance with Section 8(e), for the remainder of the Consulting Period.

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     (g) The Consulting Period shall terminate earlier, upon Carberry's death or
upon his  failure  to  perform  consulting  services  as  provided  in Section 8
pursuant  to 30 days'  written  notice by the Company to Carberry of the grounds
constituting such failure and reasonable  opportunity  afforded Carberry to cure
the alleged failure.  Upon any such termination,  payment of consulting fees and
benefits shall cease.

     9 Non-Competition.

     (a) Carberry agrees that,  during the term of this Agreement,  he will not,
without the prior written approval of the Board, directly or indirectly, through
any other individual or entity,  (a) become an officer or employee of, or render
any services [including consulting services] to, any competitor. of the Company,
(b)  solicit,  raid,  entice or induce  any  customer  of the  Company  to cease
purchasing  goods or  services  from the  Company or to become a customer of any
competitor  of the Company,  and Carberry will not approach any customer for any
such purpose or authorize the taking of any such actions by any other individual
or entity,  or (c) solicit,  raid, entice or induce any employee of the Company,
and  Carberry  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 9 shall be construed as preventing
Carberry  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,  Carberry 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 Carberry  during  Carberry's  relationship
with the Company and shall not engage in any unfair trade practices with respect
to the Company provided that the Company has not ceased operations.

     10 Enforcement.

     (a) The  necessity  for  protection  of the  Company  and its  subsidiaries
against  Carberry'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 Carberry's talent and his importance to the Company.  Accordingly,
Carberry  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  Carberry
from any actual or threatened  breach of the covenants  contained in paragraph 9
of this Agreement.

     (b) If for any  reason  a court  determines  that  the  restrictions  under
paragraph 9 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 9 as will render the restrictions
valid and enforceable.

     11. Jurisdiction and Venue.

     It is hereby irrevocably agreed that all disputes or controversies  between
the Company and Employee  arising out of, in 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

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conducted before a single arbitrator, who shall be either an attorney or retired
judge  licensed to practice law in the State of New York. 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.

     12. Notices.

     Any notice to be given to the Company or Carberry hereunder shall be deemed
given if delivered  personally,  telefaxed 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
                        Attn:  James A. Cannavino
                        Chairman and Chief Executive Officer

        Copy to:        David H. Lieberman, Esq.
                        Beckman, Lieberman & Barandes, LLP
                        100 Jericho Quadrangle
                        Suite 225
                        Jericho, NY  11753

        To Carberry:    Robert L. Carberry
                        6494 NW 32 Way
                        Boca Raton, Florida    33496

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

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

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

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


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


                                    DIRECT INSITE CORP.

                                    By:  /s/ James A. Cannavino
                                         ---------------------------------------
                                         James A. Cannavino
                                         Chairman and Chief Executive Officer

                                         /s/ Robert L.Carberry
                                         ---------------------------------------
                                         Robert L. Carberry
                                         Employee