RIGHTS AGREEMENT ---------------- This Agreement, dated as of August 28, 2001, between DIRECT INSITE CORP., a Delaware corporation (the "Company"), and MANHATTAN TRANSFER REGISTRAR COMPANY (the "Rights Agent"). W I T N E S S E T H : WHEREAS, the Board...Rights Agreement • August 28th, 2001 • Direct Insite Corp • Services-computer integrated systems design • New York
