Exhibit 10.22

                                PROMISSORY NOTE

U.S. $500,000.00                                              New York, New York
                                                                January 13, 2003


     FOR VALUE  RECEIVED,  the  undersigned,  DIRECT  INSITE  CORP.,  a Delaware
corporation ("Maker"),  hereby  unconditionally  promises to pay to the order of
Tall Oaks Group L.L.C., a New Jersey limited  liability company  ("Payee"),  the
principal sum of Five Hundred  Thousand  Dollars  ($500,000.00)  (the "Principal
Amount"),  together  with  interest  thereon  as set forth  below.

     This Note is subject to the following additional terms:

     1.  Interest.  Interest  shall be  payable  on the  unpaid  balance  of the
Principal Amount from and after the date hereof,  commencing on the first day of
each calendar quarter commencing April 1, 2003, at the rate of nine and one-half
percent (9%) per annum. All computations of interest payable  hereunder shall be
on the basis of a 365-day  year and the  actual  number of days  elapsed  in the
period in which such interest is payable.

     2. Maturity  Date. The entire unpaid  Principal  Amount and all accrued and
unpaid  interest  shall be due and  payable to Payee by Maker on March 31,  2005
(the "Maturity Date"), or earlier as herein provided.

     3.  Prepayment.  Maker shall have the right,  upon prior written consent of
Payee,  to prepay the entire unpaid  Principal  Amount and any accrued by unpaid
interest on this Note.

     4. Place of Payment.  All payments on account of this Note,  including  any
Principal  Amount and  interest,  shall be payable in lawful money of the United
States of America, to Payee at 40 Beekman Terrace,  Summit, New Jersey 07901, or
such other place as Payee may designate in writing to Maker.

     5. Rank.  This Note shall rank junior in right of payment  and  performance
upon liquidation or dissolution of Maker or otherwise to any and all obligations
of Maker  (whether  contingent or  otherwise),  including,  without  limitation,
credit facilities,  secured and unsecured loans, equipment loans and financings,
and inventory or receivable financings. Notwithstanding the foregoing, this Note
shall  rank  senior  to any  preferred  stock  of the  Company,  whether  now or
hereafter authorized, issued and outstanding, including, without limitation, the
Series A  Convertible  Preferred  Stock of the  Company,  par value  $0.0001 per
share,  in right of payment and performance  upon  liquidation or dissolution of
Maker or otherwise.

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     6.  Definitions.  Capitalized terms not otherwise defined herein shall have
the  meaning  ascribed to them in the Stock  Purchase  and  Registration  Rights
Agreement between Maker and Metropolitan  Venture Partners II, L.P., dated as of
December 24, 2002 (as the same has been or may be further amended,  supplemented
or modified, the "Stock Purchase Agreement").

     7. Representations and Warranties.  Maker hereby represents and warrants to
Payee (which  representations  and warranties  shall be deemed to be repeated by
Maker on each day on which any amounts remain outstanding hereunder) as follows:

     (a)  Corporate  Status.  Maker is a  corporation  duly  organized,  validly
existing  and in good  standing  under the laws of the State of Delaware and has
all  requisite  corporate  power and  authority  to own,  lease and  operate its
properties  and  assets and to carry on its  business  as now  conducted  and as
proposed to be conducted. Maker is duly qualified or licensed to do business and
is in good  standing in each  jurisdiction  in which the  properties  and assets
owned, leased or operated by it makes such qualification or licensing necessary,
except where the failure to be so qualified,  licensed or in good standing would
not have a Material Adverse Effect.

     (b) Authorization;  Binding  Agreement.  Maker has the full corporate power
and  authority  to  execute  and  deliver  this  Note  and  to  consummate   the
transactions  contemplated hereby or thereby. The execution and delivery of this
Note and the consummation of the transactions contemplated hereby have been duly
and validly  authorized  by all  necessary  action on the part of Maker,  and no
other action on the part of Maker is necessary to authorize  the  execution  and
delivery of the Note or to consummate the transactions contemplated hereby. This
Note has been duly and  validly  executed  and  delivered  by  Maker.  This Note
constitutes the legal, valid and binding agreement of Maker, enforceable against
Maker  in  accordance  with  its  terms,   subject  to  applicable   bankruptcy,
insolvency,  reorganization,  moratorium,  and similar laws affecting creditors'
rights  generally  and to general  principles  of equity,  regardless of whether
enforcement is sought in a proceeding at law or in equity.

     (c) No  Conflict.  Neither the  execution  or delivery of this Note nor the
consummation  of the  transactions  contemplated  hereby will conflict  with, or
result in any violation of, or cause a default (with or without  notice or lapse
of time,  or both)  under,  or give rise to a right of  termination,  amendment,
cancellation or acceleration of any obligation  contained in, or the loss of any
material  benefit  under,  or result in the creation of any Lien upon any of the
properties or assets of Maker under any term,  condition or provision of (a) the
organizational documents of Maker, (b) any loan or credit agreement, note, bond,
mortgage, indenture, license, lease, permit, agreement,  instrument,  obligation
or  contract  to which  Maker  is a  party,  or (c) any  applicable  law,  rule,
regulation, judgment, injunction, order or decree binding upon Maker or to which
any of its properties and assets is subject.

(d) Approvals. No consent, approval or authorization of, or declaration or
filing with, any Person on the part of Maker is required in connection with the
execution or delivery by Maker of this Note which has not been previously
obtained.

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     (e)   Proceedings.   There  are  no  legal  actions,   suits,   arbitration
proceedings,  official  investigations or other  proceedings  pending or, to the
knowledge of Maker,  threatened against Maker that if adversely determined would
materially  affect  the  financial   condition  of  Maker  or  the  validity  or
enforceability  of, or Maker's  ability to perform  its  obligations  under this
Note.

          (f) Other  Obligations.  Maker is not in default  under any  agreement
     relating to, or instrument  evidencing,  indebtedness or any other material
     agreement to which Maker is a party or by which Maker or Maker's assets are
     bound.

          8. Covenants.  In addition to the other undertakings herein contained,
     Maker  hereby  covenants  to  Payee  that,  so long as any  amount  payable
     hereunder is outstanding, Maker shall perform the following obligations:

          (a)  Maintenance  and Continuity of Business.  Maker shall,  and shall
     cause its  subsidiaries  to,  conduct its or their  respective  business in
     material compliance with all applicable laws and maintain adequate licenses
     and authorization to conduct its or their respective business.

          (b) Notice of Defaults and Other Matters.  Maker shall,  promptly upon
     acquiring  knowledge of such matters,  give written notice to Payee of each
     of the  following  events:  (i)  any  material  loss  of or  damage  to the
     properties  or  assets  of  Maker  or  any of its  subsidiaries;  (ii)  the
     commencement  of any litigation or proceedings  against Maker or any of its
     subsidiaries; which may have, individually, or in the aggregate, a Material
     Adverse  Effect;  (iii) any other  circumstances  that would  reasonably be
     expected to have a Material  Adverse Effect the performance by Maker of its
     obligations  under  this  Note;  and (iv) the  occurrence  of any  Event of
     Default described in this Note or of any event or circumstance  which, with
     the  giving of notice or the  lapse of time or both,  would  constitute  an
     Event of Default.

          (c)  Use of  Proceeds.  Maker  shall  use  the  proceeds  of the  loan
     evidenced by this Note for Maker's working capital needs in connection with
     its business.

          (d) Further  Documents.  Maker shall  execute and deliver to Payee all
     such other  documents and instruments and do all such other acts and things
     as Payee may reasonably require to carry out the transactions  contemplated
     herein.

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9. Events of Default. Each of the following events shall be deemed an Event of
Default ( "Event of Default"):

     (a) principal, interest or any other amount due under the Note shall not be
paid as and when due, whether at maturity, by declaration or otherwise, and such
failure to pay is not cured with five (5) days after notice of such  non-receipt
from Payee;

     (b) any  representation or warranty made or repeated or deemed to have been
made or repeated by Maker in this Note shall prove to be false or  misleading in
any material respect as of the date made or repeated or deemed to have been made
or repeated;

     (c) Maker shall  default in any material  respect in the due  observance or
performance  of any term,  obligation,  agreement  or  covenant  (other  than as
specified  in clause  (a),  (b) or (d) of this  Section 9) of this  Note,  which
default is not cured within  thirty (30) days after  notice  thereof is given by
Payee to Maker;

     (d) the  occurrence  and  continuation  of an Event of  Default  after  the
expiration of all applicable grace or notice periods;

     (e) a material adverse order, judgment or decree shall be entered,  without
the application,  approval or consent of Maker with respect to Maker or all or a
substantial part of the assets of the Maker, or appointing a receiver or trustee
for Maker,  and such order,  judgment or decree shall  continue  unstayed and in
effect for a period of sixty (60) days;

     (f) Maker shall default in the due  observance or  performance of any term,
obligation,  agreement or covenant to be observed or performed by Maker pursuant
to any evidence of  indebtedness  or liability  for borrowed  money in an amount
that exceeds $100,000 (other than the Note) of Maker if such default permits the
obligee  thereof to accelerate the maturity of such evidence of  indebtedness or
liability  for  borrowed  money  (other  than the Note) or any such  evidence of
indebtedness or liability shall not be paid as and when due after the expiration
of all applicable grace or notice periods; or

     (g) Maker,  pursuant  to or within the  meaning of any  Bankruptcy  Law (as
defined below) (i) commences a voluntary  case or  proceeding,  (ii) consents to
the  entry  of  an  order  for  relief  against  it in an  involuntary  case  or
proceeding,  (iii) consents to the appointment of a Custodian (as defined below)
of it or for all or  substantially  all of its  property,  (iv)  makes a general
assignment for the benefit of its creditors, (v) admits in writing its inability
to pay  its  debts  as the  same  become  due,  or  (vi) a  court  of  competent
jurisdiction  enters an order or decree under any Bankruptcy Law that (1) is for
relief  against  Maker in an  involuntary  case,  (2)  appoints a Custodian  (as
defined  below)  of Maker or for all or  substantially  all of the  property  of
Maker,  or (3) orders the  liquidation of Maker and, in each case, such order or
decree remains unstayed and in effect for thirty (30) consecutive days. The term

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"Bankruptcy  Law" means title 11 of the U.S.  Code or any similar  United States
federal or state law for the relief of debtors.  The term "Custodian"  means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

In each case,  where an Event of Default occurs (other than the Event of Default
specified  in Section  9(g)  hereof),  Payee,  by notice in writing  Maker,  may
declare the aggregate  outstanding  Principal  Amount,  together with all unpaid
accrued interest thereon and all other amounts then due hereunder, to be due and
payable  immediately,  and upon  any such  declaration  the  same  shall  become
immediately due and payable;  provided that if an Event of Default  specified in
Section 9(g) occurs, the outstanding Principal Amount,  together with all unpaid
accrued interest thereon and all other amounts then due hereunder,  shall become
and be immediately  due and payable  without any declaration or other act on the
part of Payee. Upon the occurrence of, and during the continuation of, any Event
of Default the outstanding  principal and, to the extent permitted by applicable
law, all accrued and unpaid  interest  thereon and other  amounts due  hereunder
shall bear  interest at a rate of eleven  percent  (11.0%)  per annum  ("Default
Interest").

     10.  Application of Proceeds.  The holder of this Note by its acceptance of
this Note agrees that each payment or prepayment  received by it hereunder shall
be applied,  first, to the payment of Default Interest,  if any, on this Note to
the date of such  payment;  second,  to the payment of accrued  interest on this
Note to the date of such  payment;  and third,  to the payment of the  remaining
unpaid principal amount of this Note.

     11. Governing Law and Adjudication;  Related Matters; Waiver of Jury Trial.
(a) This Note shall be governed by and construed in accordance with the internal
laws of the  State of New York  applicable  to  contracts  made and to be wholly
performed  within such State,  without  reference to  principles of conflicts of
laws. Each party hereby irrevocably consents that any suit, action or proceeding
against such party or any of its assets or  properties  arising out of or in any
way  connected  with this Note may be instituted in any New York State or United
States  federal court located in the Borough of Manhattan in New York City,  and
by execution and delivery of this Note, each party hereby irrevocably submits to
the jurisdiction of the aforesaid courts in any such suit, action or proceeding.
Each party hereby irrevocably waives any objection which it may have at any time
to the laying of venue of any such  suit,  action or  proceeding  brought in any
such court,  waives any claim that any such suit,  action or proceeding has been
brought in an  inconvenient  forum and  further  waives the right to object with
respect to any such suit, action or proceeding that such court does not have any
jurisdiction over it. Each party irrevocably  consents to the service of process
out of any of the above-mentioned  courts in any such suit, action or proceeding
by the  delivery of copies  thereof in any manner  prescribed  in Section  12(l)
hereof,  except by facsimile.  Maker  acknowledges that, in enforcing this Note,
Payee in its sole discretion may use the procedures specified in Section 3213 of
New York State's  Civil  Practice Law and Rules,  if allowed by law, as the same
may be amended or modified from time to time, in any suit, action or proceeding.

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     (b) THE  PARTIES  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVE,  TO THE FULLEST
EXTENT  PERMITTED  BY LAW,  ALL RIGHTS TO TRIAL BY JURY IN ANY  ACTION,  SUIT OR
PROCEEDING  ARISING  OUT  OF OR  RELATING  TO  THIS  NOTE  OR  THE  TRANSACTIONS
CONTEMPLATED  HEREBY,  INCLUDING,   WITHOUT  LIMITATION,  ANY  COUNTERACTION  OR
COUNTERCLAIM, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION,
NEGLIGENCE) OR OTHERWISE.

     12. Miscellaneous.

     (a) Certain Waivers.  Maker hereby waives diligence,  presentment,  demand,
protest and notice  (except as herein noted) of any kind in the  enforcement  of
this Note.

     (b)  Amendment  and  Modification.  This Note may be  amended,  modified or
supplemented only by a written agreement signed by each of the parties hereto.

     (c) Waivers;  Consents. Any failure of Maker to comply with any obligation,
covenant,  agreement or condition herein may be waived by Payee, only by written
instrument signed by Payee to Maker. The waiver by Payee of any breach hereof or
failure  to  insist  upon  strict  compliance  with such  obligation,  covenant,
agreement  or  condition  shall  not be  deemed to  constitute  a waiver  of, or
estoppel with respect to, any other breach or default or any  subsequent  breach
or default.  Whenever this Note  requires or permits  consent by or on behalf of
any party hereto,  such consent shall be given in writing in a manner consistent
with the requirements for a waiver as set forth in this Section 12(c).

     (d)  Construction  of Note. This Note has been negotiated by the respective
parties  hereto and their  legal  counsel  and the  language  hereof will not be
construed  for or against any party.  The Article and Section  headings  used or
contained  in this Note are for  convenience  and  reference  only and shall not
affect the construction of this Note.  References herein to Articles,  Sections,
Schedules or Exhibits  mean and refer to Articles and Sections of, and Schedules
and Exhibits to, this Note,  unless otherwise  specified.  Words in the singular
include the plural,  and words in the plural  include the  singular.  Words used
herein in the neuter gender include the masculine and feminine genders.

     (e) Other Remedies.  Any and all remedies herein  expressly  conferred upon
Payee  will be deemed  cumulative  with and not  exclusive  of any other  remedy
conferred  hereby or by law or contract or in equity or otherwise on Payee,  and
the exercise of one remedy will not preclude the exercise of another.

     (f)  Counterparts.  This Note may be executed in one or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

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     (g)  Severability.  If any provision of this Note or the application of any
such provision to any party or  circumstances  shall be determined by a court of
competent  jurisdiction  to be  invalid  or  unenforceable  to any  extent,  the
remainder of this Note, or the  application  of such  provision to such party or
circumstances  other  than those to which it is so  determined  to be invalid or
unenforceable, shall not be affected thereby, and each provision hereof shall be
enforced  to the fullest  extent  permitted  by law. If the final  judgment of a
court of competent  jurisdiction  declares that any term or provision  hereof is
invalid or  unenforceable,  the parties  hereto  agree that the court making the
determination of invalidity or  unenforceability  shall have the power to reduce
the scope,  duration or area of the term or provision,  to delete specific words
or phrases and to replace any invalid or unenforceable  term or provision with a
term or  provision  that is valid and  enforceable  and that  comes  closest  to
expressing the intention of the invalid or unenforceable term or provision,  and
this Note shall be enforceable as so modified.

     (h) No Third Party  Beneficiaries.  This Note is not  intended to, and does
not,  provide  or create  any rights or  benefits  of any Person  other than the
parties hereto.

     (i)  Entire  Agreement.  This Note  constitutes  the entire  agreement  and
understanding  of the parties hereto in respect of the subject matter hereof and
thereof and supersedes all prior agreements and understandings, both written and
oral,  between  the  parties,  with  respect to the  subject  matter  hereof and
thereof.   The  express  terms  hereof  control  and  supersede  any  course  of
performance or usage of the trade inconsistent with any of the terms hereof.

     (j)  Certain  Costs and  Expenses.  Maker  agrees  to pay on demand  all of
Payee's costs and expenses, including, without limitation, reasonable attorneys'
fees,  in  connection  with the  collection  of any  sums  due to Payee  and the
enforcement, protection or perfection of its rights or interests hereunder. Each
party  shall  bear  the  costs  and  expenses  incurred  by  such  party  in the
preparation,  execution and delivery of this Note; provided, however, that Maker
shall be  responsible  for the  payment of Payee's  legal fees and  expenses  in
respect of the negotiation, execution and delivery of this Note in an amount not
to exceed  $3,500.00,  which payment shall be made out of the proceeds from this
Note.

     (k) Assignments.  Neither Maker nor Payee may assign or otherwise  transfer
any of its rights or delegate any of its obligations under this Note without the
express prior written consent of the other party; provided,  however, that Payee
may assign or transfer any or all of its rights  under this  Agreement to one or
more of its Affiliates upon written notice to Maker.

     (l) Notices. All notices and other communications given or made pursuant to
this Note shall be in writing and shall be (i) sent by  registered  or certified
mail, return receipt requested, postage prepaid, (ii) hand delivered, (iii) sent
by prepaid overnight carrier, with a record of receipt or (iv) sent by facsimile
(with confirmation of receipt), to the parties at the following addresses (or at
such other  addresses as shall be specified by the parties by like notice):

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     (i) if to Maker, at the address  specified below Maker's  signature hereon;
and

     (ii)if to Payee:

         Tall Oaks Group L.L.C.
         40 Beekman Terrace
         Summit, New Jersey 07901
         Facsimile No. 908-273-7913

Each  notice or  communication  shall be  deemed to have been  given on the date
received.

     (m) Setoff.  Payee may set off against any and all amounts payable by Payee
to Maker,  any and all amounts then due and payable  under this Note to Payee by
Maker.

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     IN WITNESS  WHEREOF,  Maker has caused this Note to be duly  executed as of
the date hereof.



                                DIRECT INSITE CORP.


                                By: /s/ George Aronson
                                   --------------------------------
                                    Name: George Aronson
                                    Title: CFO
                                80 Orville Drive
                                Bohemia, New York 11716
                                Facsimile No. (631)563-8085



Accepted and agreed:

TALL OAKS GROUP L.L.C.

By: /s/   Lawrence D. Hite
    --------------------------
        Name: Lawrence D. Hite
        Title:  Manager