Exhibit 10.2


                         SERVICES AGREEMENT AMENDMENT #1

This Amendment  (#1),  dated June 1st, 2007 ("the Amendment  Date"),  is between
Matthew E. Oakes ("OAKES" or "the Executive") and Direct Insite Corp.  ("DIRI"),
and amends the Services  Agreement  between the parties dated August 1st,  2006,
(the "Agreement").

                                    RECITALS

WHEREAS,  DIRI and OAKES  entered into the Agreement and now desire to amend the
Agreement in certain respects,  with this Amendment to be effective on and after
June 1st, 2007, (the "Amendment Effective Date");

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby  acknowledged,  DIRI and OAKES agree to amend the sections of
the Agreement as follows:

3. Term. Subject to earlier termination on the terms and conditions  hereinafter
provided,  the term of this  Services  Agreement  shall be from August 1st, 2006
until December 31st, 2010.

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

     (a) Effective the date of this  Amendment and for the remaining term of the
Agreement  Oakes shall receive  $15,500 per month as  compensation.  Prior stock
option  awards to purchase  shares of Direct  Insite  Corp.  common  stock shall
continue to vest ratably on a monthly basis to July 31st, 2008. Effective August
1st, 2008 until December 31st, 2010 Oakes shall receive a monthly stock grant in
the amount of 5,000 shares of Direct Insite Corp.  restricted common stock, such
restriction  shall be removed upon  termination  of this  Agreement as set forth
below. As further consideration,  Oakes shall receive a $25,000 cash bonus to be
paid upon execution of this Amendment.

6. Severance Benefits.

     c)  The  severance  benefits  under  this  section  in  the  event  of  1.)
termination by the Company  without cause or 2.) by Oakes for Good Reason within
twelve  months  following a "Change of Control," as defined in Section 14 of the
Agreement,  shall  consist of the  immediate  vesting of all unvested  shares of
common stock and options,  and the removal of any restriction upon any shares of
common stock held in Oakes's  name.  "Good  Reason" is defined as (i) a material
reduction  of the  Executive's  authority,  duties or  responsibilities  and the
Executive has provided the Company with reasonable  notice and an opportunity to
cure, (ii) a reduction in the Executive's  base salary or (iii);  any failure of
the Company  materially to comply with and satisfy the terms of this  Agreement.
In the event of  termination  for cause by the Company or voluntary  termination
without  good  reason by  Oakes,  unvested  restricted  stock  amounts  shall be
forfeited.

     d) In the event that Company  elects to terminate  this  agreement  without
cause then as  severance  the  Company  will make a lump sum payment to Oakes of
twelve months salary, payable on the date of termination of this Agreement.

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Definitions.  Capitalized  terms  used  in  the  Amendment,  to the  extent  not
otherwise  defined in this  Amendment,  shall have the same  meanings  as in the
Agreement.

Ratifications.  The terms and provision set forth in this Amendment shall modify
and supersede all inconsistent  terms and provisions set forth in the Agreement.
The terms and provisions of the Agreement,  as expressly modified and superseded
by this  Amendment,  are ratified and confirmed and shall continue in full force
and effect,  and shall  continue  to be legal,  valid,  binding and  enforceable
obligations of the parties.

Counterparts.  This  Amendment may be executed in several  counterparts,  all of
which taken together shall constitute a single agreement between the parties.

IN WITNESS WHEREOF,  OAKES and DIRI have caused this Amendment to be executed as
of the date first set forth above.

ACCEPTED AND AGREED TO BY:

DIRECT INSITE CORP.                         OAKES

By: /s/ Michael Beecher                     By:  /s/ Matthew E. Oakes
Name:   Michael Beecher                     Name:   Matthew E. Oakes
Title:  CFO                                 Title: EVP & COO
Date:   8/22/07                             Date:  8/22/07