Exhibit 10.26

                             AMENDED AND RESTATED
                            REIMBURSEMENT AGREEMENT

     AMENDED AND RESTATED REIMBURSEMENT  AGREEMENT (this "Agreement"),  dated as
of June 27, 2005, by and among Direct Insite Corp., a Delaware  corporation (the
"Company")  and the  undersigned  parties set forth on Schedule A annexed hereto
(each a "Guarantor" and collectively, the "Guarantors").

     WHEREAS,  the Company  had  secured a  revolving  line of credit (the "2003
Credit  Facility") in the principal  amount of $500,000 from JPMorgan Chase Bank
(the  "Lender"),  as  evidenced  by that  certain  Grid Demand  Promissory  Note
(Libor/Prime) dated June 27, 2003; and

     WHEREAS,  the Company has negotiated a new line of credit with Lender dated
June 30, 2005 (the "Credit Facility") to provide,  among other things,  that the
original  Maturity  Date under the 2003 Credit  Facility be extended to June 30,
2007;

     WHEREAS,  as a condition  precedent to providing the Credit  Facility,  the
Lender requires that each Guarantor provide, as a financial accommodation to the
Company  and the  Lender,  a  guaranty  of the  obligations  of the  Company  in
substantially  the  forms  provided  by  the  Lender  (each,  a  "Guaranty"  and
collectively,  the "Guarantees") in the aggregate maximum amount of $500,000 (as
among all Guarantors) (the "Guaranty  Amount"),  which Guaranty Amount,  for the
purposes of the  reimbursement  obligations of the Company under this Agreement,
shall  include any  indebtedness,  liability,  obligation or expense of any kind
incurred by the Guarantors under or in connection with the Guarantees; and

     WHEREAS, as a condition precedent to providing the Credit Facility,  and in
addition to the  Guarantees,  the Lender  requires  that Tall Oaks Group  L.L.C.
execute and deliver, as a financial accommodation to the Company and the Lender,
a Collateral  Agreement in  substantially  the form  provided by the Lender (the
"Collateral  Agreement"  and,  together  with  the  Guarantees,   the  "Guaranty
Documents") in respect of the Guaranty Amount; and

     WHEREAS,  the  Company  and  Guarantors  are  parties  to  a  Reimbursement
Agreement dated June 27, 2003,  which,  in order to satisfy the  requirements of
Lender and reflect the current understanding of the parties, is replaced by this
Agreement; and

     WHEREAS,  as a condition precedent to executing and delivering the Guaranty
Documents  to the Lender and in order to induce the  Guarantors  to execute  and
deliver such Guaranty  Documents,  the Company has agreed to execute and deliver
this  Agreement to, among other  things,  provide (i) for the issuance of a Note
(as defined below) and associated securities to each Guarantor in the event that
the Lender exercises its right to payment under the Guaranty  Documents and (ii)
the  issuance  and  delivery  of  Warrants  (as  defined  below) to  purchase an
aggregate of 500,000 shares of the common stock of Company;

     NOW,  THEREFORE,  in  consideration  of the premises  and  representations,
warranties,  covenants  and  agreements  herein  contained,  and intending to be
legally bound hereby, the parties hereby agree as follows:

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                                   ARTICLE I.

                   REIMBURSEMENT AND CONSIDERATION PROVISIONS

           Section 1.01. Reimbursement Obligations and Consideration.

     (a) In the event that a Guarantor  shall, at any time or from time to time,
make a payment to the  Lender  under a  Guaranty  or draw down  funds  under the
Collateral  Agreement,  the  Company  agrees  to  simultaneously  issue  to such
Guarantor a senior subordinated  secured promissory note (each a "Note"),  which
Note  shall  be  issued  in an  amount  equal to any and all  amounts  paid by a
Guarantor  to  the  Lender  pursuant  to or in  connection  with  such  Guaranty
Documents, which shall constitute principal amounts due under the Note. The Note
shall be on such terms and conditions as to be consistent with: (i) the intended
financing  to be provided  to Company by Sigma  Opportunity  Fund LLC  currently
being  negotiated,  or (ii) at the  option of  Guarantors,  on such terms as are
offered in any  financing  obtained by the Company  prior to the issuance of the
Note (either (i) or (ii), a "Financing").  Notwithstanding the foregoing,  it is
understood  that the Notes shall be senior to the  repayment  of all other debt,
other than bank  financing.  In  addition  to the Note,  the  Company  agrees to
simultaneously  issue to the  Guarantor  such  securities  (which  may  include,
without  limitation,  warrants)  as are issued,  or as were  contemplated  to be
issued,  in  respect  of a  Financing,  and such  securities  shall be issued on
substantially  the same terms as the securities  issued,  or  contemplated to be
issued,  in such Financing;  provided that any terms of the Warrants (as defined
below)  that are more  favorable  than those  issued in the  Financing  shall be
included with the terms of such securities.

     (b) Upon  execution  and  delivery of this  Agreement,  the  Company  shall
further  issue and  deliver  to the  Guarantors  as they may  direct,  five-year
warrants  (the  "Warrants")  to purchase an aggregate  of 500,000  shares of the
Company's Common Stock, in the form attached as Exhibit A hereto. In addition to
such other terms as set forth in the Warrant,  the Warrants  shall:  (i) have an
initial  exercise price of $1.00 per share;  (ii) contain a "cashless  exercise"
feature;  and (iii)  provide that both the strike price and the number of shares
of the Company's Common Stock into which the Warrants are exercisable,  and such
other  rights and terms as are  provided in the  Warrants,  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.

     Section 1.02.  Obligations  Absolute.  The obligations of the Company under
this Agreement shall be absolute,  unconditional  and irrevocable,  and shall be
discharged strictly in accordance with the terms hereof, under all circumstances
whatsoever, including, without limitation, the following circumstances:

     (a) any lack of validity or enforceability of any of the Guaranty Documents
or any other agreement, instrument or document relating thereto;

                                      -2-
<PAGE>

     (b) any amendment or waiver of or any consent to departure  from any of the
Guaranty Documents;

     (c) any other defense  whatsoever that might constitute a defense available
to, or discharge of, the Company or the Guarantors;

     (d) the existence of any claim,  setoff,  defense or other rights which the
Company may have against a Guarantor or a Guarantor may have against the Lender,
whether in connection with this Agreement or any unrelated transaction; and

     (e) any other circumstance or happening whatsoever,  whether or not similar
to any of the foregoing.

                                  ARTICLE II.

                         REPRESENTATIONS AND WARRANTIES

     The Company hereby represents,  covenants and warrants to the Guarantors as
follows:

     Section 2.01.  Existence,  Power and  Qualification.  The Company is a duly
organized and validly existing company,  has the power to own its properties and
to carry on its business as is now being conducted,  and is duly qualified to do
business and is in good standing in every jurisdiction in which the character of
the properties owned by it or in which the transaction of its business makes its
qualification necessary.

     Section 2.02. Power and Authority. The Company has full power and authority
to enter into and perform its obligations under this Agreement.  The Company has
taken all necessary action to authorize the execution,  delivery and performance
of this Agreement in accordance with its terms.

     Section 2.03.  Validity.  This Agreement  constitutes the legal,  valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms,  except as such  enforceability  may be  limited by  bankruptcy,
insolvency,  or  other  similar  laws  of  general  application  relating  to or
affecting  the  enforcement  of  creditors'  rights  generally,  and by  general
principles of equity.

     Section 2.04. No Conflict. The execution,  delivery and performance of this
Agreement by the Company will not violate,  conflict  with,  or  constitute  any
default  under any provision of (a) the  Company's  charter or by-laws,  (b) any
applicable provisions of all constitutions, treaties, statutes, laws (including,
but not limited to, common law), rules, regulations, ordinances, codes or orders
of any governmental  authority or any order, writ, rule,  judgment,  injunction,
decree,  stipulation,  determination,  decision,  consent,  agreement  or  award
entered  into by or with  any  governmental  authority  (a  "Government  Order")
applicable  to the Company or its  properties  or assets,  or (c) any  mortgage,
agreement, contract or other undertaking or instrument to which the Company is a
party or by which the Company's properties or assets are bound.

                                      -3-
<PAGE>

     Section 2.05. Pending Matters. No action or investigation is pending or, to
the  best of the  Company's  knowledge,  threatened  before  or by any  court or
administrative  agency which might result in any material  adverse change in the
financial condition,  operations or prospects of the Company. The Company is not
in violation  of any  agreement,  the  violation  of which might  reasonably  be
expected to have a material  adverse  effect on its business or assets,  and the
Company is not in violation of any Governmental Order to which it is subject.

     Section   2.06.   Survival   of   Representations   and   Warranties.   All
representations and warranties made herein or made in any certificate  delivered
pursuant hereto shall survive the execution hereof or thereof.

     Section  2.07.  Issuance of  Securities.  The  issuance of the Warrants has
been, and upon issuance, if necessary, the Notes will be, duly authorized by all
necessary corporate action, and issued free and clear of all liens, encumbrances
and rights of refusal of any kind. When the shares of common stock issuable upon
exercise  of the  Warrant  (the  "Warrant  Shares")  are  issued and paid for in
accordance with the terms of the Warrant, such shares will be duly authorized by
all necessary  corporate action and validly issued and  outstanding,  fully paid
and  nonassessable,  free and clear of all  liens,  encumbrances  and  rights of
refusal of any kind and the holders shall be entitled to all rights  accorded to
a holder of Common Stock.

                                  ARTICLE III.

                                   COVENANTS

     Section 3.01.  Reservation of Common Stock.  For so long as any Warrants or
other securities convertible into shares of Common Stock held by a Guarantor and
issued pursuant to this Agreement, including under Section 1.01(a) hereof, shall
remain  outstanding,  the Company covenants and agrees that it will at all times
fully  reserve  from its  authorized  but  unissued  shares of Common Stock such
sufficient  number of shares  thereof to permit the  conversion  in full of such
Warrants or other securities in accordance with the terms thereof (the "Reserved
Common Stock").

     Section 3.02. Change of Control.  Upon any anticipated Change of Control of
the  Company,  the  Company  shall  take  all  commercially  reasonable  actions
necessary  to release the  Guaranty at the time of or  immediately  prior to the
consummation  of such Change of Control.  For  purposes  of this  Section  3.02,
"Change of Control"  shall be as defined as: (i) any  merger,  consolidation  or
reorganization  of the Company into or with any other person or entity (except a
merger,  consolidation or reorganization with or into a wholly-owned  subsidiary
of the Company or a merger,  consolidation or reorganization in which either (A)
the Company's  voting stock  outstanding  immediately  prior to such transaction
continues  to  represent  a  majority  by  voting  power  of  the  voting  stock
outstanding  immediately  following such transaction on a fully diluted basis or
(B) the shares of capital  stock  issued in exchange  for the  Company's  voting
stock outstanding  immediately prior to such transaction represent a majority by
voting  power  of  the  voting  stock  of the  continuing  or  resulting  entity

                                      -4-
<PAGE>

immediately  following  such  transaction  on a fully diluted  basis);  (ii) any
issuance, sale or other disposition (or series of related sales or dispositions)
of the capital stock of the Company by the Company and/or  stockholders in which
the  stockholders  immediately  prior to such  event do not hold a  majority  by
voting  power of the  outstanding  stock of the Company  immediately  after such
event (on a fully diluted basis) (other than in a public offering); or (iii) any
sale, license, lease or disposition of all or substantially all of the assets of
the Company.

     Section 3.03.  Additional  Agreements or Arrangements  with JPMorgan Chase.
The Company covenants and agrees that, other than the Note,  including,  but not
limited to, any  repayments  and drawdowns  under the Note, the Company will not
enter into or otherwise  engage in any other  arrangement  or agreement with the
Lender, and/or any of its subsidiaries or affiliates, of any kind, without first
obtaining the prior written consent of each Guarantor.

     Section 3.04. Registration of the Reserved Common Stock. The Company agrees
to register the Reserved Common Stock for resale on substantially the same terms
and conditions set forth in Section 6 (the  "Registration  Rights") of the Stock
Purchase  and  Registration  Rights  Agreement  dated as of June 3,  2003 by and
between the Company and  Metropolitan  Venture  Partners II, L.P., or such other
agreement  entered  into  after  the date  thereof  that  supersedes,  amends or
otherwise alters the Registration  Rights  thereunder,  as if the Holder of this
Warrant were the party entitled to the  Registration  Rights  thereunder,  which
terms and conditions of such  Registration  Rights are incorporated by reference
to and  made a part  of  this  Agreement.  Regardless  of  whether  the  Company
registers the resale of the Reserved  Common Stock,  the Company will,  upon the
presentation of an opinion (in form and substance reasonably satisfactory to the
Company) of counsel by a Guarantor,  allow such  Guarantor to offer and sell the
Reserved  Common  Stock  in  reliance  on  the  provisions  of  Rule  144 of the
Securities Act of 1933, as amended,  or other  exemption  from the  registration
provisions of state or federal law, at the option of the Guarantor.

                                  ARTICLE IV.

                                 MISCELLANEOUS

     Section 4.01. Term of Agreement.  This Agreement is effective commencing on
the date hereof.  This Agreement shall remain in full force and effect until the
later of (a) the date on which  the  Guarantor's  obligations  under  all of the
Guaranty  Documents  are  terminated  or  expired  and (b) the date on which all
reimbursement obligations of the Company to the Guarantors have been irrevocably
paid and satisfied in full. Any other  termination  of this Agreement  shall not
terminate or otherwise  affect in any way any  liability  or  obligation  of any
party  hereto to the  extent  such  liability  or  obligation  relates to events
occurring or  circumstances  existing prior to or as of, or as a result of, such
termination.  The Company reserves the right, at its sole option,  to extend the
Maturity  Date on the Credit  Facility for up to an  additional  12 months,  and
Guarantors  agree to remain  obligated  under the terms and  conditions  hereof,
without further consideration.  Where the Company elects to seek an extension of
the Maturity  Date,  Guarantors  shall use  commercially  reasonable  efforts to
assist the Company in the discussions with Lender.

     Section 4.02. Method of Communication. Except as otherwise provided in this
Agreement,  all notices and  communications  hereunder shall be in writing.  Any
notice shall be effective  if delivered by hand  delivery or sent via  telecopy,

                                      -5-
<PAGE>

recognized   overnight   courier  service  or  certified  mail,  return  receipt
requested,  and shall be presumed  to be  received by a party  hereto (a) on the
date of  delivery  if  delivered  by hand or sent by  telecopy,  (b) on the next
business  day if sent by  recognized  overnight  courier  service and (c) on the
third  business day following the date sent by certified  mail,  return  receipt
requested.

     Section  4.03.  Notices.  Notices  to any party  shall be sent to it at the
following addresses,  or any other address as to which all the other parties are
notified in writing.

     If to the Company:         Direct Insite Corp.
                                80 Orville Drive
                                Bohemia, New York  11716
                                Attention:  Chief Financial Officer
                                Fax:  (631) 563-8085

        With copies to:         Robert Barandes, Esq.
                                Beckman, Lieberman & Barandes, LLP
                                116 John Street, Suite 1313
                                New York, NY 10038
                                Fax: (212) 608-9687

        If to the Guarantors:   to the addresses set forth in Schedule A hereto.

     Section 4.04.  Amendments  and Waivers.  None of the terms or provisions of
this Agreement may be waived, amended, supplemented or otherwise modified except
by a written instrument executed by the parties hereto.

     Section  4.05.  Severability.  Any  provision  of this  Agreement  which 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  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     Section  4.06.  Integration.  This  Agreement,  together with the Exhibits,
represents  the  agreement  of the parties  hereto  with  respect to the subject
matter   hereof,   and  there  are  no   agreements,   promises,   undertakings,
representations  or warranties by the parties hereto  relative to subject matter
hereof  not  expressly  set  forth or  referred  to  herein,  all of  which  are
superceded by this Agreement to together with the Exhibits.

     Section 4.07. No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Guarantors,  any right, remedy, power or
privilege  hereunder shall operate as a waiver thereof;  nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further  exercise  thereof or the exercise of any other right,  remedy,
power or privilege. The rights, remedies,  powers and privileges herein provided
are cumulative and not exclusive of any rights, remedies,  powers and privileges
provided by law.

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     Section 4.08. Payment of Expenses; Indemnity. The Company shall (a) pay all
reasonable  out-of-pocket  expenses of the Guarantors in connection with (i) the
preparation,  execution and delivery of this Agreement,  whenever the same shall
be  executed  and  delivered,  not to  exceed  $10,000,  (ii)  the  preparation,
execution  and delivery of any waiver,  amendment  or consent by the  Guarantors
relating to this Agreement,  including  without  limitation  reasonable fees and
disbursements  of  counsel  for the  Guarantors  (iii)  the  administration  and
enforcement of any rights and remedies of the Guarantors  under this  Agreement,
including consulting with accountants and attorneys concerning the nature, scope
or value of any right or  remedy  of the  Guarantors  hereunder  or any  factual
matters in connection therewith, which expenses shall include without limitation
the  reasonable  fees  and  disbursements  of the  Guarantors,  and (b)  defend,
indemnify  and hold  harmless  the  Guarantors  from  and  against  any  losses,
penalties,  fines,  liabilities,  judgments,  settlements,  damages,  costs  and
expenses,   suffered  by  any  such  person  in   connection   with  any  claim,
investigation, litigation or other proceeding (whether or not the Guarantors are
a party thereto) and the prosecution and defense  thereof,  arising out of or in
any way connected  with this Agreement or the Guaranty  Documents  (after taking
into  account the  issuance of the Note in  accordance  with the terms  hereof),
including without limitation, reasonable attorneys' and consultants' fees of the
Guarantors,  except to the extent that any of the foregoing directly result from
the gross negligence or willful misconduct of the party seeking  indemnification
therefor.

     Section 4.09.  Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the Guarantors and their  respective  successors and
assigns, except that no party hereunder may assign or transfer any of its rights
or  obligations  under this Agreement  without the prior written  consent of the
other  parties  hereto,  except  by  intestate  transfer  under  the death of an
individual Guarantor.

     Section 4.10.  WAIVERS OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY
AND  UNCONDITIONALLY  WAIVE  TRIAL BY JURY IN ANY  LEGAL  ACTION  OR  PROCEEDING
RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

     Section 4.11. Section Headings. The section headings used in this Agreement
are for  convenience  of reference  only and are not to affect the  construction
hereof or be taken into consideration in the interpretation hereof.

     Section  4.12.  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE GOVERNED BY, AND
CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO LAWS RELATING TO CONFLICT OF LAWS.

     Section 4.13.  Counterparts.  This Agreement may be signed in any number of
counterparts,  each which shall be an  original,  with the same effect as if the
signatures  thereto and hereto were upon the same  instrument.

                            [SIGNATURE PAGE FOLLOWS]

                                      -7-
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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed by their respective  authorized officers as of its finalization on
July 12, 2005.

                                        DIRECT INSITE CORP.


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


                                        /s/  Lawrence D. Hite
                                        Lawrence D. Hite


                                        TALL OAKS GROUP L.L.C.


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

                                      -8-
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                                   SCHEDULE A

                                   GUARANTORS

Name/Address
------------

Lawrence D. Hite
c/o Tall Oaks Group L.L.C.
The Majestic
115 Central Park West, Apt. 5E
New York, NY  10023


Tall Oaks Group L.L.C.
The Majestic
115 Central Park West, Apt. 5E
New York, NY  10023
Attn: Lawrence D. Hite


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