Exhibit 10.23

                              AMENDMENT AND NOTICE

     AMENDMENT AND NOTICE, dated January 13, 2003 (this "Agreement"),  is by and
among  Direct  Insite  Corp.,  a  Delaware  corporation  having an address at 80
Orville Drive,  Bohemia,  New York 11716 (the "Company"),  Metropolitan  Venture
Partners II, L.P., a Delaware limited  partnership having an address at 257 Park
Avenue South, 15th Floor, New York, New York 10010 ("MetVP") and Tall Oaks Group
L.L.C., a New Jersey limited  liability  company having an address at 40 Beekman
Terrace, Summit, New Jersey 07901 ("Tall Oaks").

     WHEREAS, the Company and MetVP entered into that certain Stock Purchase and
Registration Rights Agreement, dated as of December 24, 2002 (the "December 2002
Agreement"),  and that certain Stock Purchase and Registration Rights Agreement,
dated as of September 25, 2002 (the "September  2002  Agreement"  and,  together
with the December 2002 Agreement, the "Stock Purchase Agreements"),  pursuant to
which MetVP  purchased an aggregate of 116,823 shares of the Company's  Series A
Convertible  Preferred  Stock,  par  value  $0.0001  per share  (the  "Preferred
Stock"); and

     WHEREAS,  pursuant  to  Section  5.2  of  each  respective  Stock  Purchase
Agreement,  under certain circumstances  specified therein,  MetVP was granted a
right of first  refusal to provide funds to the Company in the event the Company
desired  to incur  indebtedness  other  than  Senior  Indebtedness  (as  defined
therein); and

     WHEREAS,  the Company and MetVP  desire to amend  Section 5.2 of each Stock
Purchase  Agreement  to  provide  that in the event  the right of first  refusal
provided  therein shall be exercised by MetVP,  MetVP shall have the right,  but
not the obligation,  to assign the obligation to provide funds to the Company to
any of MetVP's direct  Affiliates (as defined in the Stock Purchase  Agreements)
(the "MetVP  Affiliates");  and

     WHEREAS,  the  Company  has  provided  MetVP with notice that it desires to
incur  indebtedness  (other than Senior  Indebtedness) in the amount of $500,000
(the  "Indebtedness");  and

     WHEREAS,  MetVP has  elected  to  exercise  the right of first  refusal  in
respect of the  Indebtedness  and pursuant to the  amendment  being made in this
Agreement to Section 5.2 of the Stock Purchase  Agreements (as set forth below),
MetVP has elected to assign its  obligation  to provide  funds to the Company in
respect of the Indebtedness to Tall Oaks, a MetVP Affiliate,  which Indebtedness
is to be evidenced by a promissory note  substantially  in the form of Exhibit A
attached hereto (the "Note").

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and conditions  contained  herein,  the parties hereto,  intending to be legally
bound, do hereby agree as follows:

     1.  Amendment to Stock  Purchase  Agreements.  Section 5.2 of the September
2002  Agreement  and the December  2002  Agreement  are each hereby  amended and
restated in their entirety by the language set forth on Exhibit B hereto.

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     2.  Assignment  of Funding  Obligations  to Tall Oaks.  By  executing  this
Agreement, MetVP hereby notifies the Company that pursuant to Section 5.2 of the
Stock Purchase  Agreements (as amended by Section 1 above),  MetVP hereby elects
to exercise the right of first refusal in respect of the  Indebtedness  pursuant
to clause (b)(ii) of Section 5.2 of the Stock Purchase Agreements (as amended by
Section 1 above) and assigns its  obligation  to provide funds in respect of the
Indebtedness  to Tall Oaks and Tall Oaks hereby  accepts such  assignment of the
obligation to provide said funds to the Company.

     3. Consent of the Company.  The Company  hereby  expressly  consents to the
assignment  being made by MetVP pursuant to Section 2 above and acknowledges and
agrees  that the  obligation  of MetVP to provide a Funding  Notice  pursuant to
Section 5.2 of the Stock Purchase  Agreements has been timely  fulfilled by this
Agreement, in all respects.

     4. Representations and Warranties.

(a) The Company hereby represents and warrants to MetVP and Tall Oaks as
follows:

     (i) the Company is a corporation,  duly organized,  validly existing and in
good standing under the laws of the State of Delaware;

     (ii) the  Company  has full power and  authority  to  execute,  deliver and
perform its obligations under this Agreement;

     (iii) the  execution,  delivery  and  performance  by the  Company  of this
Agreement and the consummation by the Company of the  transactions  contemplated
hereby  have been  duly  authorized  by all  necessary  corporate  action of the
Company;

     (iv) this Agreement constitutes the legal, valid and binding obligations of
the  Company,  enforceable  against  the Company in  accordance  with its terms,
subject to applicable bankruptcy,  insolvency,  moratorium or other similar laws
affecting the rights of creditors; and

     (v) the  execution,  delivery  and  performance  of this  Agreement  by the
Company and the  consummation  of the  transactions  contemplated  hereby by the
Company do not and will not, with or without the giving of notice or the passage
of time or both, when duly executed and delivered by MetVP,  violate or conflict
with or result in a breach or  termination  of any provision of, or constitute a
default  under  any  organizational  instrument  of the  Company  or any  order,
judgment,  decree,  statute,  regulation,   contract,  agreement  or  any  other
restriction  of any kind or  description  to which the  Company is a party or by
which the Company is or may be bound.

     (b) MetVP hereby represents and warrants to the Company as follows:

     (i) MetVP is a limited partnership duly organized,  validly existing and in
good standing under the laws of the State of Delaware;


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     (ii) MetVP has full power and authority to execute, deliver and perform its
obligations under this Agreement; and

     (iii) the  execution,  delivery and  performance by MetVP of this Agreement
and the  consummation by it of the  transactions  contemplated  hereby have been
duly authorized by all necessary partnership action on the part of MetVP.

     (c) Tall Oaks hereby represents and warrants to the Company as follows:

     (i) Tall  Oaks is a  limited  liability  company  duly  organized,  validly
existing and in good standing under the laws of the State of New Jersey;

     (ii) Tall Oaks has full power and authority to execute, deliver and perform
its obligations under this Agreement; and

     (iii)  the  execution,  delivery  and  performance  by  Tall  Oaks  of this
Agreement and the  consummation by it of the  transactions  contemplated  hereby
have been duly authorized by all necessary  limited  liability company action on
the part of Tall Oaks.

     (iv)  Tall  Oaks   represents   and  warrants  that  it  is  aware  of  the
confidentiality  restrictions  set forth in  Section  5.6 of the  December  2002
Agreement,  a copy of which is annexed hereto as Exhibit C, and agrees to comply
with the provisions set forth therein, to the extent applicable.

     5. Entire  Agreement;  Amendments.  This  Agreement and the Stock  Purchase
Agreements,  as modified and amended by the terms of this Agreement,  constitute
the entire  agreement of the parties with respect to the subject  matter hereof,
and  supersede  all other  prior  agreements  and  understandings  with  respect
thereto,  whether written or oral. This Agreement may not be modified or amended
except as provided in the December  2002  Purchase  Agreement.  All terms of the
Stock Purchase Agreements,  except as modified hereby,  remain in full force and
effect and shall apply to the terms hereof.

     6. Execution in Counterparts. This Agreement may be executed in two or more
counterparts,  each of which, when executed and delivered, shall be deemed to be
an original, and all of which, taken together, shall constitute one and the same
Agreement.

     7. Successors and Assigns.  All covenants and other agreements contained in
this  Agreement  by or on behalf of any of the parties  hereto bind and inure to
the benefit of their  respective  successors and assigns whether so expressed or
not.

     8.  Severability.  Any  provision of this  Agreement  that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction  shall (to the full  extent  permitted  by law) not  invalidate  or
render unenforceable such provision in any other jurisdiction.

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     9.  Governing  Law.  This  Agreement  shall be  construed  and  enforced in
accordance  with, and the rights of the parties shall be governed by, the law of
the  State of New York  excluding  choice-of-law  principles  of the law of such
State that would require the  application  of the laws of a  jurisdiction  other
than such State.

                            [SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.

                                        DIRECT INSITE CORP.

                                        By: /s/ George Aronson
                                            -------------------------
                                            Name: George Aronson
                                            Title:  CFO

                                        METROPOLITAN VENTURE PARTNERS II, L.P.

                                        By: METROPOLITAN VENTURE PARTNERS
                                        (Advisors), L.P., as general partner

                                        By: METROPOLITAN VENTURE PARTNERS
                                        CORP., as general partner

                                        By: /s/ Michael Levin
                                            -------------------------
                                            Michael Levin
                                            Vice President of Finance



                                        TALL OAKS GROUP L.L.C.

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



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                                   EXHIBIT A

                                PROMISSORY NOTE

                                 See attached.

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                                   EXHIBIT B

                                  SECTION 5.2

     5.2 Incurrence of Indebtedness; Right of First Refusal.

     (a) If, at any time when the Purchaser owns the Threshold Percentage and at
least 25% of the Preferred Stock outstanding  immediately following the Closing,
the Company desires to incur any indebtedness (other than Senior  Indebtedness),
the Company  shall  deliver a written  notice to the  Purchaser of the Company's
good  faith  desire  to  incur  such  indebtedness,  specifying  the  amount  of
indebtedness  the Company  desires to incur and a detailed  explanation  for the
reason it desires to incur such  indebtedness  (the "Offer  Notice").  The Offer
Notice shall set forth the  principal  amount of the desired  indebtedness,  the
term, the facilities for payment,  schedule of payments,  interest rate, and any
other material terms and conditions of the desired indebtedness.

     (b) As promptly as practicable  but in no event later than 15 calendar days
after receipt of an Offer Notice (the "Offer Period"),  the Purchaser shall have
the right, but not the obligation,  to elect to (i) provide the Company with all
the financing so desired, (ii) assign its obligation to provide the Company with
all the financing so desired to one or more of the Company's  direct  Affiliates
or (iii)  provide the Company with less than all of the financing so desired and
assign its  obligation to provide the Company with any remaining  portion of the
financing  so  desired  and not  provided  by the  Company to one or more of the
Company's  direct  Affiliates,  and whether in the case of clause  (i),  (ii) or
(iii) above,  in accordance  with such Offer Notice.  If the Purchaser  makes an
election pursuant to this clause (b), the Purchaser shall give written notice to
the Company,  prior to the  expiration of the Offer Period,  of the  Purchaser's
election and indicate whether the Purchaser has made such election in accordance
with clause (i), (ii) or (iii) of this clause (b) (a "Funding  Notice").  In the
event such  election  is made in  accordance  with  clause (ii) or (iii) of this
clause  (b),  the  Funding  Notice  shall  state the name or names of the direct
Affiliates  to whom the  Purchaser has assigned its  obligation  hereunder  (the
"Specified Affiliates").

     (c) Any financing to be provided by the Purchaser  and/or any of its direct
Affiliate(s)  pursuant  to this  Section  5.2 shall close  within  fifteen  (15)
calendar days after the date of the applicable  Funding Notice.  The Company and
the Purchaser and/or the Specified Affiliate(s) shall enter into an agreement to
effect  such  transaction  on the  terms and  conditions  set forth in the Offer
Notice and with such  representations,  warranties,  covenants,  conditions  and
indemnities as are customary under the circumstances and otherwise  commercially
reasonable.

     (d) In the event the Purchaser  declines (by written  notice  declining the
offer  pursuant to the Offer  Notice) or shall fail to provide a Funding  Notice
prior to the expiration of the Offer Period (the "Date of Rejection"),  then the
Company  shall have the right to engage in a  transaction  pursuant to the terms
set forth in the  Offer  Notice  at any time  within  45 days  after the Date of
Rejection  (the "Sale  Period") upon terms and  conditions no more  favorable to
such party than those specified in the Offer Notice.

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     (e) For the  purposes of this Section 5.2,  "terms and  conditions  no more
favorable"  shall mean that the  price,  facilities  for  payment,  schedule  of
payments,  interest  rates,  indemnification  provisions  and any other material
terms and  conditions  of the  agreement  pursuant  to which such  financing  is
obtained  by the Company  shall not,  in the  aggregate,  be  economically  more
favorable to such Person than the terms and conditions offered to the Purchaser.

     (f) If such  financing  is not  obtained  by the  Company  within  the Sale
Period, any proposed incurrence of indebtedness (other than Senior Indebtedness)
shall again be subject to the notice  requirements  and rights of first  refusal
set forth in this Section  5.2.

     (g) For purposes of this Section 5.2 only,  the term "the Company" shall be
deemed to include the Company and any of its subsidiaries.

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                                   EXHIBIT C

                                  SECTION 5.6

        5.6 Confidentiality. The Purchaser covenants and agrees to keep
confidential any and all material non-public information which it has heretofore
obtained or shall hereafter obtain, directly or indirectly, from the Company
pursuant to this Agreement or otherwise, and agrees not to use the same except
for the purpose of this Agreement or to disclose the same to any party except as
provided below, without the Company's prior written consent; provided that the
terms of this Section 5.6 shall not extend to any such information that:

          (a)  is already publicly known;

          (a)  has become  publicly  known without any fault of the Purchaser or
               anyone to whom the  Purchaser  has made  disclosure in compliance
               with the terms of this Section 5.6; or

          (b)  is required to be disclosed to any  governmental  authorities  or
               courts of law as a result of  operation  of law,  regulation,  or
               court order;  provided,  however,  that the Purchaser  shall have
               first given  prompt  written  notice of such  requirement  to the
               Company  (if  permissible)  and  cooperates  with the  Company to
               restrict such  disclosure  and/or obtain  confidential  treatment
               thereof.

The foregoing  notwithstanding,  the Purchaser may disclose such  information to
each of its  directors,  officers,  employees,  partners  (including its limited
partners),  members, managers and representatives,  which representatives have a
need to know such information;  provided that the Purchaser informs such persons
of the  restrictions  set  forth  in  this  Section  5.6  with  respect  to such
information and such persons agree to comply with the provisions of this Section
5.6. The  Purchaser  further  agrees to give prompt notice to the Company of any
disclosure made by the Purchaser or any of its directors,  officers,  employees,
partners (including limited partners),  members,  managers or representatives in
breach of this Section 5.6, to the extent the  Purchaser  has  knowledge of such
disclosure;  provided  that the  Purchaser  shall have no  liability  for losses
incurred  by  the  Company  or  any  of  its  directors,   officers,  employees,
stockholders or  representatives  solely as the result of the Company's failure,
following  its actual  receipt of notice from the  Purchaser  of  disclosure  of
information in breach of this Agreement, to make prompt public disclosure of the
information so disclosed. For purposes of this Section 5.6, the knowledge of the
Purchaser  shall mean the actual  knowledge of Peter B. Yunich or any successors
to him as Managing Partner of the Purchaser.

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