Exhibit 10.1

                               SERVICES AGREEMENT


     THIS  SERVICES  AGREEMENT  is  effective  the 1st day of June,  2007 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  Prior  Agreements  Superseded.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  reasonably  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 titles at such time.

3. Term. Subject to earlier termination on the terms and conditions  hereinafter
provided,  the term of this Services  Agreement shall cover the period June 1st,
2007 through and ending on December 31st, 2010 "Term" of this agreement..

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

     (a) During the Term of this Agreement,

     1. Cannavino shall receive $20,000 per month as  compensation  base..  This
will  increase  10% on  each  annual  anniversary  subject  to  approval  of the
Company's Compensation Committee and based on the performance of the Company.

     2. A one time grant of 100,000  shares of  restricted  common  stock.  This
restriction  shall  be  removed  on  a  change  of  control  or  termination  of
employment, whichever occurs first.

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     3. A grant of 10,000 shares of restricted  stock monthly  starting with the
signing of this contract and ending with the last grant on December  1st,  2010.
This  restriction  shall be removed on a change of  control  or  termination  of
employment, whichever occurs first.

     (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) During the period of this  Agreement,  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) During the period of this  Agreement,  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 a remote 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).  Upon its
expiration the Company will renew,  under  substantially the same original terms
and conditions,  the Airpass issued to Cannavino.  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  written  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

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Cannavino has not substantially performed his duties and provides Cannavino with
a reasonable period in which to comply.

     (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 which
has been finally adjudicated, 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,  or changes his duties without his written consent 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 removal of any restrictions on
common  stock  issued;  and the  continued  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 and/or
become unrestricted.

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.
                  Beckman, Lieberman & Barandes, LLP
                  100 Jericho Quadrangle
                  Suite #329
                  Jericho, New York 11753

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

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Copy to:          Jim.cannavino@mail.com


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) During the consulting  period, if any, 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 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

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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  payable  through the term of this Agreement  under
paragraphs 4 (a) and 5 plus the  immediate  vesting of all unvested  options and
removal of restrictions on common stock.

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 and options 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."

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 28th, 2001.

18.  Indemnification.  The Company  indemnifies  Cannavino to the maximum extent
permissible for all activities taken since he has been involved with the Company
and for 5 years thereafter in accordance with the 2004 Indemnification Agreement
executed between Cannavino and the Company.

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/ Michael Beecher                               /s/ James A. Cannavino
   --------------------------------------            ----------------------
Michael Beecher / Chief Financial Officer            James A. Cannavino

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