Exhibit 4.6

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK FOR WHICH IS IT  EXERCISABLE
(THIS  WARRANT  AND  SUCH  SHARES  COLLECTIVELY,  THE  "SECURITIES")  HAVE  BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR
APPLICABLE  STATE  SECURITIES  LAWS AND MAY NOT BE OFFERED,  SOLD,  TRANSFERRED,
ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i)
AN EFFECTIVE  REGISTRATION  STATEMENT WITH RESPECT TO THE SECURITIES  UNDER SUCH
ACT AND APPLICABLE STATE  SECURITIES LAWS OR (ii) AVAILABLE  EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND SAID STATE LAWS PROVIDED THE COMPANY IS
GIVEN AN OPINION OF COUNSEL OR OTHER INFORMATION AND DOCUMENTATION  SATISFACTORY
TO THE COMPANY THAT SUCH EXEMPTIONS ARE AVAILABLE.

                                                                   July 12, 2005

Warrant to Purchase 500,000
Shares of Common Stock (the "Purchasable
Shares") at $1.00 (the "Exercise Price")
                                               Tall Oaks Group L.L.C. ("Holder")



              COMMON STOCK PURCHASE WARRANT OF DIRECT INSITE CORP.

                            Void after July 11, 2010

     This Warrant ("Warrant") to purchase Common Stock of Direct Insite Corp., a
Delaware  corporation (the "Company"),  is issued by the Company on the date set
forth above (the "Issue Date") to Holder pursuant to the terms of an Amended and
Restated Reimbursement Agreement executed  contemporaneously  herewith. The term
"Warrant" as used herein shall include this Warrant and any warrant(s) delivered
in  substitution  or  exchange  for this  Warrant in  accordance  with the terms
hereof.

     This  certifies  that,  for  value  received,  Holder  identified  above or
his/her/its registered assigns (hereinafter,  "Holder") is entitled,  subject to
the terms set forth below, to purchase from the Company the Purchasable  Shares,
subject to adjustment as  hereinafter  provided,  upon  surrender  hereof at the
principal office of the Company identified below, with the warrant exercise form
attached hereto duly executed, and simultaneous payment therefor in lawful money
of the United States or otherwise as hereinafter provided, at the Exercise Price
set forth in Section 3 below. The number, character and Exercise Price per share
of Common Stock are subject to adjustment as provided below.

     1. Certain  Definitions.  As used herein,  the following  capitalized terms
shall have the respective meanings set forth below:

                                       1
<PAGE>


     (a) "Common  Stock" shall mean the common  stock of the Company,  par value
$0.0001 per share, and any other securities or property of the Company or of any
other  person  (corporate  or  otherwise)  which the Holder at any time shall be
entitled to receive upon the exercise hereof,  in lieu of or in addition to such
common  stock,  or which at any time shall be  issuable  in  exchange  for or in
replacement of such common stock.

     (b) "Independent Appraiser" means a nationally recognized or major regional
investment  banking firm or firm of independent  certified public accountants of
recognized standing (which may be the firm that regularly examines the financial
statements  of the  Company)  that  is  regularly  engaged  in the  business  of
appraising the capita stock or assets of corporations or other entities as going
concerns,  and which is not affiliated  with either the Company or the Holder of
any Warrant.

     (b) "Per Share Market Value" means on any  particular  date (a) the closing
bid price per share of the Common Stock on such date on the OTC  Bulletin  Board
or another registered  national stock exchange on which the Common Stock is then
listed, or if there is no such price on such date, then the closing bid price on
such exchange or quotation  system on the date nearest  preceding  such date, or
(b) if the Common  Stock is not  listed  then on the OTC  Bulletin  Board or any
registered national stock exchange,  the closing bid price for a share of Common
Stock in the  over-the-counter  market, as reported by the OTC Bulletin Board or
in the National Quotation Bureau Incorporated or similar  organization or agency
succeeding  to its  functions of  reporting  prices) at the close of business on
such date,  or (c) if the Common Stock is not then  reported by the OTC Bulletin
Board or the National Quotation Bureau Incorporated (or similar  organization or
agency succeeding to its functions of reporting prices), then the average of the
"Pink  Sheet"  quotes  for the five (5)  Trading  Days  preceding  such  date of
determination,  or (d) if the Common Stock is not then publicly  traded the fair
market  value  of a share  of  Common  Stock  as  determined  by an  Independent
Appraiser  selected in good faith by the  Holder;  provided,  however,  that the
Company, after receipt of the determination by such Independent Appraiser, shall
have the right to select an additional Independent Appraiser, in which case, the
fair market  value shall be equal to the average of the  determinations  by each
such Independent Appraiser; and provided, further that all determinations of the
Per Share Market Value shall be appropriately  adjusted for any stock dividends,
stock splits or other similar transactions during such period. The determination
of fair market value by an  Independent  Appraiser  shall be based upon the fair
market value of the Company  determined  on a going  concern  basis as between a
willing buyer and a willing seller and taking into account all relevant  factors
determinative  of value,  and  shall be final and  binding  on all  parties.  In
determining   the  fair  market  value  of  any  shares  of  Common  Stock,   no
consideration shall be given to any restrictions on transfer of the Common Stock
imposed by agreement or by federal or state securities laws, or to the existence
or absence of, or any limitations on, voting rights.

     (c) "Person" means an individual,  corporation,  limited liability company,
partnership,  joint stock company,  trust,  unincorporated  organization,  joint
venture, governmental authority or other entity of whatever nature.

                                       2
<PAGE>

     (d)  "Trading  Day" means (a) a day on which the Common  Stock is traded on
the OTC  Bulletin  Board,  or (b) if the  Common  Stock is not traded on the OTC
Bulletin   Board,   a  day  on  which  the   Common   Stock  is  quoted  in  the
over-the-counter   market  as  reported  by  the   National   Quotation   Bureau
Incorporated (or any similar  organization or agency succeeding its functions of
reporting prices); provided, however, that in the event that the Common Stock is
not listed or quoted as set forth in (a) or (b) hereof,  then  Trading Day shall
mean any day except Saturday,  Sunday and any day which shall be a legal holiday
or a day on which banking  institutions  in the State of New York are authorized
or required by law or other government action to close.

2. Term of Warrant.  Subject to the terms and conditions set forth herein,  this
Warrant shall be exercisable, in whole or in part, commencing on the date hereof
(the "Exercise Commencement Date") and continuing until 5:00 p.m., Eastern Time,
on the fifth  anniversary  of the date  hereof  (the  "Exercise  Period").  This
Warrant shall be void  following the Exercise  Period.  The term of this Warrant
shall  commence  on the  date  hereof  and  continue  until  the last day of the
Exercise Period (the "Term").

3.  Exercise  Price.  The price per share of Common Stock for which this Warrant
may be  exercised  shall be $1.00  per  share,  as  adjusted  from  time to time
pursuant to Section 13 hereof.  All shares of Common  Stock or other  securities
issued pursuant to this Warrant shall be fully-paid and non-assessable.

4. Exercise of Warrant.

     (a) During the Exercise  Period,  the purchase  rights  represented by this
Warrant  shall be  exercisable  by Holder in whole or in part,  but not for less
than five hundred  (500) shares of Common Stock at a time (or such lesser number
of shares which may then constitute the maximum number  purchasable  pursuant to
this Warrant  (such number being subject to adjustment as provided in Section 13
below),  at any time,  or from time to time during the Term, by the surrender of
this  Warrant  and the Notice of Exercise  annexed  hereto  duly  completed  and
executed  on behalf of the  Holder,  at the office of the Company (or such other
office or agency of the Company as it may  designate by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company), upon
payment in cash or by certified or official  bank check  payable to the order of
the  Company in the amount of the  aggregate  Exercise  Price,  or by  "cashless
exercise" as provided in Section 5 below.


     (b) This Warrant shall be deemed to have been exercised  immediately  prior
to the close of business on the date of its  surrender  for exercise as provided
above,  and the person  entitled to receive the shares of Common Stock  issuable
upon such exercise  shall be treated for all purposes as the holder of record of
such shares as of the close of business on such date. As promptly as practicable
on or after  such date and in any event  within  three (3)  Trading  Days  after
exercise  (the  "Delivery  Date"),  the Company at its  expense  shall issue and
deliver to the person or persons entitled to receive,  or as otherwise  directed
by the Holder,  the same a certificate or certificates  for the number of shares
issuable upon such exercise. In the event that this Warrant is exercised in part
and it can  thereafter be exercised for additional  shares of Common Stock,  the
Company at its  expense  will  execute  and  deliver a new Warrant of like tenor
exercisable  for the number of shares for which this Warrant may  thereafter  be
exercised.

                                       3
<PAGE>

     (c) In addition to any other rights available to the Holder, if the Company
fails to deliver to the Holder a certificate or  certificates  representing  the
Common  Stock  pursuant to an exercise on or before the  Delivery  Date,  and if
after such date the Holder is  required  by its broker to  purchase  (in an open
market   transaction  or  otherwise)  shares  of  Common  Stock  to  deliver  in
satisfaction  of a sale by the  Holder of the  Common  Stock  which  the  Holder
anticipated  receiving  upon such exercise (a "Buy-In"),  then the Company shall
(1) pay in cash to the  Holder  the  amount  by  which  (x) the  Holder's  total
purchase  price  (including  brokerage  commissions,  if any) for the  shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Common Stock that the Company was required to deliver to the
Holder in connection with the exercise at issue times (B) the price at which the
sell order giving rise to such purchase obligation was executed,  and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of shares of Common  Stock for which  such  exercise  was not  honored or
deliver to the Holder the number of shares of Common  Stock that would have been
issued  had  the  Company  timely   complied  with  its  exercise  and  delivery
obligations hereunder.  For example, if the Holder purchases Common Stock having
a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an  aggregate  sale price giving rise to
such  purchase  obligation  of  $10,000,  under  clause  (1) of the  immediately
preceding  sentence the Company shall be required to pay the Holder $1,000.  The
Holder shall provide the Company  written notice  indicating the amounts payable
to the Holder in respect of the Buy-In,  together with applicable  confirmations
and other  evidence  reasonably  requested by the Company.  Nothing herein shall
limit a Holder's right to pursue any other  remedies  available to it hereunder,
at  law or in  equity  including,  without  limitation,  a  decree  of  specific
performance  and/or  injunctive  relief with respect to the Company's failure to
timely deliver certificates representing shares of Common Stock upon exercise of
this Warrant as required pursuant to the terms hereof.

5.  Exercise by  Surrender of Warrant.  In addition to and without  limiting the
rights of the Holder, the Holder may, at its election,  in lieu of paying to the
Company an amount  equal to the  aggregate  Exercise  Price for the Common Stock
being purchased,  convert this Warrant into the number of shares of Common Stock
equal to the value (as  determined  below) of this  Warrant,  in which event the
Company shall issue to the Holder the number of shares of Common Stock  computed
by using the following formula:

     X = Y - (A)(Y)
             ------
               B

     X =  the number of shares of Common Stock to be issued to the Holder.

     Y =  the number of shares of Common Stock  purchasable upon exercise of all
          of  the  Warrant  or,  if  only a  portion  of the  Warrant  is  being
          exercised, the portion of the Warrant being exercised.

     A =  the Exercise Price.

     B =  the Per Share Market Value of one share of Common Stock.

                                       4
<PAGE>

6. No Fractional  Shares or Scrip.  No fractional  shares or scrip  representing
fractional shares shall be issued upon the exercise of this Warrant.  In lieu of
any  fractional  share to which the Holder  would  otherwise  be  entitled,  the
Company shall make a cash payment equal to the Exercise Price multiplied by such
fraction.

7. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft,  destruction,  or mutilation of this Warrant and, in
the case of loss, theft, or destruction,  on delivery of an indemnity  agreement
reasonably  satisfactory in form and substance to the Company or, in the case of
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense  shall execute and deliver,  in lieu of this  Warrant,  a new warrant of
like tenor and amount.

8. Rights of  Stockholders.  Subject to Section 13 of this  Warrant,  the Holder
shall not be entitled to vote or receive  dividends  or be deemed to be a holder
of Common Stock, nor shall anything contained herein be construed to confer upon
the Holder,  as such,  any of the rights of a stockholder  of the Company or any
right to vote for the  election of  directors  or upon any matter  submitted  to
stockholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate  action  (whether  upon  any  recapitalization,   issuance  of  stock,
reclassification  of stock,  change of par  value,  or change of stock to no par
value, consolidation,  merger, conveyance, or otherwise) or to receive notice of
meetings,  or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised.

9. Transfer of Warrant.

     (a) Warrant  Register.  The Company shall maintain a register (the "Warrant
Register")  containing  the names and  addresses  of the Holder or Holders.  Any
Holder of this Warrant or any portion  thereof may change such Holder's  address
as shown on the  Warrant  Register by written  notice to the Company  requesting
such  change.  Any notice or written  communication  required or permitted to be
given to the Holder may be delivered or given by mail to such Holder as shown on
the Warrant  Register and at the address  shown on the Warrant  Register.  Until
this Warrant is transferred on the Warrant Register of the Company,  the Company
may treat the Holder as shown on the Warrant  Register as the absolute  owner of
this Warrant for all purposes, notwithstanding any notice to the contrary.

     (b)  Warrant  Agent.  The  Company  may,  by written  notice to the Holder,
appoint an agent for the purpose of maintaining the Warrant Register referred to
in Section 9(a) above, issuing Common Stock upon exercise hereof,  exchanging or
replacing  this Warrant,  or any or all of the foregoing.  Thereafter,  any such
registration,  issuance,  exchange, or replacement, as the case may be, shall be
made at the office of such agent.

     (c) Transferability and  Non-Negotiability of Warrant. This Warrant may not
be  transferred  or assigned  in whole or in part  without  compliance  with all
applicable  federal  and  state  securities  laws  by  the  transferor  and  the
transferee  (including  the delivery of  investment  representation  letters and
legal  opinions  reasonably  satisfactory  to the  Company,  if requested by the
Company).  Subject to the  provisions of this Warrant with respect to compliance
with the Securities  Act of 1933, as amended (the "Act"),  title to this Warrant

                                       5
<PAGE>

may be transferred by endorsement  (by the Holder  executing the Assignment Form
annexed  hereto)  and  delivery in the same  manner as a  negotiable  instrument
transferable by endorsement and delivery.

     (d) Exchange of Warrant  Upon a Transfer.  On surrender of this Warrant for
exchange, properly endorsed on the Assignment Form and subject to the provisions
of this Warrant with respect to compliance with the Act and with the limitations
on  assignments  and  transfers  contained in this Section 9, the Company at its
expense  shall  issue to or on the order of the Holder a new warrant or warrants
of like  tenor,  in the name of the Holder or as the  Holder (on  payment by the
Holder of any applicable  transfer  taxes) may direct,  for the number of shares
issuable upon exercise thereof.

     (e) Compliance with Securities Laws.

          (i) The Holder of this  Warrant,  by acceptance  hereof,  acknowledges
     that this Warrant and the securities to be issued upon exercise  hereof are
     being acquired solely for the Holder's own account and not as a nominee for
     any other party,  and for  investment,  and that the Holder will not offer,
     sell, or otherwise dispose of this Warrant or any shares of Common Stock to
     be issued upon  exercise  hereof except under  circumstances  that will not
     result  in a  violation  of the  Act or any  state  securities  laws.  Upon
     exercise of this Warrant,  the Holder  shall,  if requested by the Company,
     confirm in writing, in a form satisfactory to the Company,  that the shares
     of Common Stock so purchased are being acquired solely for the Holder's own
     account for  investment  and not as a nominee for any other party,  and not
     with a view toward the resale or distribution thereof.

          (ii) This Warrant and  certificates  representing any shares of Common
     Stock  issuable upon exercise  hereof shall bear a legend in  substantially
     the following form (in addition to any legend required by state  securities
     laws):

          THE  SECURITIES  REPRESENTED  HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
          AND HAVE NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 OR
          APPLICABLE  STATE  SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES
          OR  SHARES  ISSUED   HEREUNDER  OR  THEREUNDER  MAY  NOT  BE  SOLD  OR
          TRANSFERRED  IN THE  ABSENCE  OF  SUCH  REGISTRATION  OR AN  EXEMPTION
          THEREFROM UNDER SAID ACT AND LAWS.  COPIES OF THE WARRANT COVERING THE
          PURCHASE OF THESE  SECURITIES AND  RESTRICTING  THEIR TRANSFER OR SALE
          MAY BE  OBTAINED AT NO COST BY WRITTEN  REQUEST  MADE BY THE HOLDER OF
          RECORD  HEREOF  TO THE  SECRETARY  OF  THE  COMPANY  AT ITS  PRINCIPAL
          EXECUTIVE OFFICES.

10.  Reservation  of Stock.  The Company  covenants  that  during the Term,  the
Company  will  reserve  from its  authorized  Common  Stock a number  of  shares
sufficient to provide for the issuance of such Common Stock upon the exercise of
this Warrant and, from time to time,  will take all steps necessary to amend the
certificate of  incorporation of the Company to ensure that there are sufficient
reserves of shares of Common Stock  issuable upon exercise of this and the other
Warrants on the conditions herein provided and, from time to time, will take all
steps necessary to amend its Certificate of Incorporation (the "Certificate") to

                                       6
<PAGE>

provide sufficient  reserves of shares of Common Stock issuable upon exercise of
the Warrant.  The Company  further  represents,  warrants and covenants that all
shares  that may be  issued  upon the  exercise  of rights  represented  by this
Warrant and payment of the Exercise Price, all as set forth herein, will be free
from all taxes, liens,  charges and other similar encumbrances in respect of the
issue  thereof   (other  than  taxes  in  respect  of  any  transfer   occurring
contemporaneously  or otherwise  specified herein).  The Company agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing  stock  certificates to execute and issue the
necessary  certificates  for shares of Common  Stock upon the  exercise  of this
Warrant.

     11.  Notice of Adjustment.

     (a)  Whenever the Company is required to issue a  certificate  following an
adjustment  pursuant to Section 13 hereof, the Company shall issue a certificate
signed by its Chief Financial  Officer or Chief Executive Officer setting forth,
in reasonable  detail,  the event  requiring the  adjustment,  the amount of the
adjustment,  the method by which such adjustment was calculated and the Exercise
Price and number of shares  purchasable  hereunder  after giving  effect to such
adjustment,  and shall cause a copy of such  certificate  to be mailed (by first
class mail, postage prepaid) to the Holder of this Warrant.

     (b) In case:

          (i)  of   any   capital    reorganization   of   the   Company,    any
               reclassification  of  the  capital  stock  of  the  Company,  any
               consolidation  or  merger  of the  Company  with or into  another
               entity,  or any  conveyance  of all or  substantially  all of the
               assets of the Company to another entity, or

          (ii) of any voluntary  dissolution,  liquidation  of winding-up of the
               Company.

the  Company  shall take a record of the  holders  of its  Common  Stock for the
purpose of entitling them to receive any dividend or other distribution,  or any
right to subscribe for or purchase any shares of stock of any class or any other
securities,  or to receive any other right,  and in each such case,  the Company
shall mail or cause to be mailed to the  Holder or Holders a notice  specifying,
as the case  may be,  (A) the  date on  which a  record  is to be taken  for the
purpose of such  dividend,  distribution  or right,  and  stating the amount and
character of such dividend, distribution or right, or (B) the date on which such
reorganization,    reclassification,    consolidation,    merger,    conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock shall be entitled
to  exchange  their  shares of Common  Stock for  securities  or other  property
deliverable upon such reorganization,  reclassification,  consolidation, merger,
conveyance, dissolution,  liquidation or winding-up. Such notice shall be mailed
at least fifteen (15) days prior to the date therein specified.

     (c) All such  notices  and  communications  shall be  deemed  to have  been
received (i) in the case of personal delivery, on the date of such delivery, and
(ii) in the case of mailing,  on the third  business day  following  the date of
such mailing.

                                       7
<PAGE>

12. Amendments.  Any provision of this Warrant may be amended and the observance
of any  provision  of this  Warrant  may be  waived  (either  generally  or in a
particular instance and either retroactively or prospectively), with the written
consent of the Company  and the  Holder.  Any  amendment  or waiver  effected in
accordance with this Section 12 shall be binding upon the Holder of this Warrant
and the Company. No waivers of or exceptions to any term, condition or provision
of this  Warrant,  in any one or more  instances,  shall  be  deemed  to be,  or
construed  as, a further or  continuing  waiver of any such term,  condition  or
provision.

13.  Adjustments.  The Exercise Price and the Purchasable  Shares  hereunder are
subject to adjustment from time to time as follows:

     (a) Reclassification, etc.

          (i) If the  Company  at any time while this  Warrant,  or any  portion
     thereof,  remains  outstanding  and  unexpired  shall (each,  a "Triggering
     Event"):  (a)  consolidate  or merge with or into any other  Person and the
     Company  shall  not be the  continuing  or  surviving  corporation  of such
     consolidation or merger, or (b) permit any other Person to consolidate with
     or merge  into the  Company  and the  Company  shall be the  continuing  or
     surviving Person but, in connection with such  consolidation or merger, any
     capital  stock  of the  Company  shall be  changed  into or  exchanged  for
     securities  of any  other  Person  or cash or any  other  property,  or (c)
     transfer all or substantially  all of its properties or assets to any other
     Person, or (d) effect a capital  reorganization or  reclassification of its
     Capital Stock, then, and in the case of each such Triggering Event,  proper
     provision  shall be made so that,  upon the  basis and the terms and in the
     manner  provided  in this  Warrant,  the  Holder of this  Warrant  shall be
     entitled  upon the exercise  hereof at any time after the  consummation  of
     such Triggering Event, to the extent this Warrant is not exercised prior to
     such  Triggering  Event,  to receive at the Exercise Price in effect at the
     time immediately prior to the consummation of such Triggering Event in lieu
     of the Common Stock  issuable  upon such  exercise of this Warrant prior to
     such  Triggering  Event,  the  securities,  cash and property to which such
     Holder would have been entitled upon the  consummation  of such  Triggering
     Event if such Holder had exercised the rights  represented  by this Warrant
     immediately  prior thereto  (including  the right of a shareholder to elect
     the type of consideration it will receive upon a Triggering Event), subject
     to adjustments  (subsequent to such corporate  action) as nearly equivalent
     as possible to the  adjustments  provided for elsewhere in this Section 13.
     Notwithstanding the foregoing to the contrary,  this Section 13(a)(i) shall
     only apply if the surviving entity pursuant to any such Triggering Event is
     a public company that is registered pursuant to the Securities Exchange Act
     of 1934, as amended, and its common stock is listed or quoted on a national
     exchange or the OTC Bulletin Board. In the event that the surviving  entity
     pursuant  to any such  Triggering  Event is not a  public  company  that is
     registered  pursuant to the Securities Exchange Act of 1934, as amended, or
     its common stock is not listed or quoted on a national  exchange or the OTC
     Bulletin  Board,  then the Holder  shall have the right to demand  that the
     Company  pay to the  Holder  an amount  equal to the value of this  Warrant
     according to the Black-Scholes formula.

                                       8
<PAGE>

          (ii)  Notwithstanding  anything  contained  in  this  Warrant  to  the
     contrary and so long as the  surviving  entity  pursuant to any  Triggering
     Event is a public  company that is  registered  pursuant to the  Securities
     Exchange Act of 1934, as amended,  and its common stock is listed or quoted
     on a national  exchange or the OTC Bulletin Board, a Triggering Event shall
     not be deemed to have occurred if, prior to the consummation  thereof, each
     Person  (other  than the  Company)  which may be  required  to deliver  any
     securities,  cash or property upon the exercise of this Warrant as provided
     herein shall assume,  by written  instrument  delivered to, and  reasonably
     satisfactory  to, the Holder of this Warrant,  (A) the  obligations  of the
     Company   under  this  Warrant  (and  if  the  Company  shall  survive  the
     consummation of such Triggering Event, such assumption shall be in addition
     to, and shall not release the Company from, any  continuing  obligations of
     the Company under this  Warrant) and (B) the  obligation to deliver to such
     Holder  such  Securities,  cash or  property  as,  in  accordance  with the
     foregoing  provisions of this subsection (a), such Holder shall be entitled
     to receive,  and such Person shall have similarly  delivered to such Holder
     an opinion of counsel for such Person,  which  counsel  shall be reasonably
     satisfactory   to  such   Holder,   or  in  the   alternative,   a  written
     acknowledgement executed by the President or Chief Financial Officer of the
     Company,  stating that this Warrant shall thereafter continue in full force
     and effect and the terms hereof (including,  without limitation, all of the
     provisions of this  subsection  (a)) shall be applicable to the securities,
     cash or property  which such  Person may be  required  to deliver  upon any
     exercise of this Warrant or the exercise of any rights pursuant hereto.

     (b) Split, Subdivision or Combination of Shares. If the Company at any time
while this Warrant,  or any portion thereof,  remains  outstanding and unexpired
shall split,  subdivide or combine the  securities as to which  purchase  rights
under this Warrant  exist,  into a different  number of  securities  of the same
class,  then (1) the number of shares of Common  Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the happening of such event,  and (2) the Exercise  Price then in
effect  shall be  adjusted  to  equal  (A) the  Exercise  Price  then in  effect
multiplied  by the number of shares of Common  Stock for which  this  Warrant is
exercisable  immediately  prior to the  adjustment  divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable  immediately  after
such adjustment.

                                       9
<PAGE>

     (c) Adjustments for Dividends in Stock or Other Securities or Property.  If
while this Warrant,  or any portion hereof,  remains  outstanding and unexpired,
the holders of the  securities  as to which  purchase  rights under this Warrant
exist at the time shall have received, or, on or after the record date fixed for
the  determination  of  eligible  stockholders,  shall have  become  entitled to
receive, without payment therefore: (i) cash (other than a cash dividend payable
out of earnings or earned surplus legally available for the payment of dividends
under the laws of the jurisdiction of  incorporation  of the Company);  (ii) any
evidences  of its  indebtedness,  any  shares of stock of any class or any other
securities or property of any nature  whatsoever (other than cash); or (iii) any
warrants or other  rights to  subscribe  for or purchase  any  evidences  of its
indebtedness,  any  shares  of stock of any  class or any  other  securities  or
property of any nature  whatsoever  (other than cash), then and in each case (1)
the number of shares of Common Stock for which this Warrant is exercisable shall
be  adjusted  to equal the  product of the number of shares of Common  Stock for
which  this  Warrant  is  exercisable   immediately  prior  to  such  adjustment
multiplied  by a  fraction  (A) the  numerator  of which  shall be the Per Share
Market  Value of Common  Stock at the date of  taking  such  record  and (B) the
denominator  of which  shall be such Per Share  Market  Value  minus the  amount
allocable to one share of Common Stock of any such cash so distributable  and of
the fair value (as  determined  in good faith by the Board of  Directors  of the
Company  and  supported  by an  opinion  from  an  investment  banking  firm  of
recognized national standing acceptable to (but not affiliated with) the Holder)
of any and all such evidences of indebtedness, shares of stock, other securities
or  property  or  warrants  or  other   subscription   or  purchase   rights  so
distributable,  and (2) the  Exercise  Price then in effect shall be adjusted to
equal (A) the Exercise  Price then in effect  multiplied by the number of shares
of Common Stock for which this Warrant is exercisable  immediately  prior to the
adjustment  divided by (B) the  number of shares of Common  Stock for which this
Warrant is exercisable immediately after such adjustment.

     (d) Adjustment for Financing(s).  Notwithstanding anything contained herein
to the  contrary,  the  rights  and  terms of the  Holder  as set  forth in this
Warrant, including,  without limitation, the Exercise Price and number of shares
of Common Stock  issuable  upon  exercise of the  Warrant,  shall be adjusted to
reflect any more favorable terms or rights that may be included in any financing
consummated  prior to September  30, 2005,  or series of related  financings  in
respect of such  financing  (irrespective  of whether any such series of related
financings  occurs  prior  to  September  30,  2005),  or,  if no  financing  is
consummated  prior to September 30, 2005,  then in the  Company's  next round of
financing,  or series of related  financings,  whichever  financing  is the most
favorable.

     (e) Certificate as to Adjustments.  The Company shall, at its expense, upon
the written request any holder of this Warrant  following the occurrence of each
adjustment or readjustment pursuant to this Section 13 hereof,  promptly compute
such  adjustment or readjustment in accordance with the terms hereof and furnish
to each holder of this Warrant a certificate  setting  forth such  adjustment or
readjustment  and  showing in detail the facts  upon  which such  adjustment  or
readjustment is based.

     (f) No Impairment. The Company shall not, by any voluntary action, avoid or
seek to avoid the  observance or  performance of any of the terms to be observed
or  performed  hereunder  by the  Company,  but will at all times in good  faith
assist in the carrying out of all the provisions of this Section 13 and (subject
to  Section 1 above) in the  taking of all such  action as may be  necessary  or
appropriate  in order to protect  the rights of the  Holder(s)  of this  Warrant
against impairment.

                                       10
<PAGE>

     13.  Miscellaneous.  This  Warrant  shall be governed by and  construed  in
accordance  with  the  laws of the  State  of New  York  without  regard  to the
principles  thereof relating to the conflict of laws,  except to the extent that
matters  of due  authorization  and  issuance  of  this  Warrant  or  any  other
securities of the Company or the rights,  privileges and  obligations of holders
of securities of the Company.  Any action brought  concerning  the  transactions
contemplated  by this  Warrant  shall be brought only in the state courts of New
York  or  in  the  federal  courts  located  in  the  state  of  New  York.  The
individual(s) executing this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury. The prevailing  party
shall be entitled to recover from the other party its reasonable attorney's fees
and  costs.  In the event  that any  provision  of this  Warrant  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or  enforceability  of any other  provision of this Warrant.
The headings in this Warrant are for purposes of reference  only,  and shall not
limit  or  otherwise  affect  any  of  the  terms  hereof.   The  invalidity  or
unenforceability  of any provision hereof shall in no way affect the validity or
enforceability  of any other  provision.  This Warrant and the rights  evidenced
hereby  shall inure to the  benefit of and be binding  upon the  successors  and
assigns of the Company,  the Holder hereof and (to the extent  provided  herein)
the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by
any such  Holder or Holder of Warrant  Stock.  The Company  stipulates  that the
remedies  at law of the Holder of this  Warrant  in the event of any  default or
threatened  default by the Company in the  performance of or compliance with any
of the terms of this Warrant are not and will not be adequate  and that,  to the
fullest extent  permitted by law, such terms may be  specifically  enforced by a
decree for the specific  performance of any agreement  contained herein or by an
injunction against a violation of any of the terms hereof or otherwise

     IN WITNESS  WHEREOF,  DIRECT  INSITE  CORP.  has caused this  Warrant to be
executed by a duly authorized officer as of the date first set forth above.

                                DIRECT INSITE CORP.



                                By:/s/ Michael J. Beecher
                                Michael J. Beecher
                                Chief Financial Officer

                                       11
<PAGE>


                               NOTICE OF EXERCISE
To:     Direct Insite Corp.

1. The  undersigned  hereby elects to purchase $ _____ of shares of common stock
of Direct Insite Corp., a Delaware corporation ("Common Stock"), pursuant to the
terms of the  attached  Warrant,  and tenders  herewith  payment of the Exercise
Price for such shares in full.

2. In exercising this Warrant,  the undersigned hereby confirms and acknowledges
that the shares of Common Stock are being acquired solely for the account of the
undersigned  for investment  and not as a nominee for any other party,  and that
the undersigned will not offer, sell, assign, transfer, pledge,  hypothecate, or
otherwise dispose of any such shares of Common Stock except under  circumstances
that will not result in a violation of the  Securities  Act of 1933, as amended,
or any state securities laws.

3. Please issue a certificate or certificates representing said shares of Common
Stock in the  name of the  undersigned  or in such  other  name as is  specified
below:



                                        ----------------------------------------
                                        [Name]

                                        ----------------------------------------

                                        ----------------------------------------

                                        [Name]

                                        ----------------------------------------

1.  Please  issue a new  Warrant  for the  unexercised  portion of the  attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below:




                                        ----------------------------------------
                                        [Name]

                                        ----------------------------------------

------------------------------
                                        ----------------------------------------

[Date]                                  [Signature]

                                        ----------------------------------------

                                      -a-

<PAGE>

                                ASSIGNMENT FORM

FOR VALUE  RECEIVED,  the  undersigned  registered  owner of this Warrant hereby
sells,  assigns and transfers unto the Assignee named below all of the rights of
the undersigned under the within Warrant:

Name of Assignee                 Address                    No. of Shares
--------------------------------------------------------------------------------



and does hereby irrevocably constitute and appoint ____________________ Attorney
to  make  such  transfer  on the  books  of  Direct  Insite  Corp.,  a  Delaware
corporation  (the  "Company"),  maintained  for the purpose,  with full power of
substitution in the premises.

DATED: _____________________


                                        ----------------------------------------

                                        Signature of Holder

                                        ----------------------------------------

                                        ----------------------------------------

                                        (Witness)

                                        ----------------------------------------

     The Assignee  acknowledges  that this Warrant and the shares of stock to be
issued upon exercise hereof are being acquired for investment for Assignee's own
account for investment and not as a nominee for any other party, not with a view
toward the resale or distribution  thereof,  and that the  undersigned  will not
offer, sell, assign, transfer, pledge, hypothecate, or otherwise dispose of this
Warrant or any shares of stock to  be issued on the exercise hereof except under

                                      -i-


<PAGE>

circumstances that will not result in a violation of the Securities Act of 1933,
as amended,  or any state securities laws.  Further,  the Assignee  acknowledges
that upon  exercise of this  Warrant,  the Assignee  shall,  if requested by the
Company,  confirm in writing,  in a form  satisfactory to the Company,  that the
shares of stock so purchased are being  acquired for  investment  and not with a
view toward distribution or resale.

DATED:  _____________________



                                        ----------------------------------------

                                        Signature of Assignee

                                        ----------------------------------------

                                        ----------------------------------------

                                        (Witness)

                                        ----------------------------------------




                                      -ii-