SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)1

DIRECT INSITE CORP.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

25457C 20 7

(CUSIP Number)

Craig W. Thomas

S.A.V.E. Partners III, LLC

500 West Putnam Avenue

Greenwich, CT 06830

(203) 542-7330

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

With copies to:

STEVE WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, NY 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 22, 2011

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 25457C 20 7

1	NAME OF REPORTING PERSON S.A.V.E. Partners III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS 00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 585,348 (see Item 5)
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 585,348 (see Item 5)
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 585,348 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% (see Item 5)
14	TYPE OF REPORTING PERSON 00 (Limited Liability Company)

2

CUSIP NO. 25457C 20 7

1	NAME OF REPORTING PERSON Craig W. Thomas
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS 00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 585,348 (see Item 5)
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 585,348 (see Item 5)
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 585,348 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% (see Item 5)
14	TYPE OF REPORTING PERSON IN

3

CUSIP NO. 25457C 20 7

1	NAME OF REPORTING PERSON Bradley M. Tirpak
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS 00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 585,348 (see Item 5)
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 585,348 (see Item 5)
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 585,348 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% (see Item 5)
14	TYPE OF REPORTING PERSON IN

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CUSIP NO. 25457C 20 7

Introduction 

The following constitutes Amendment No. 4 to Schedule 13D filed by the undersigned (“Amendment No. 4”).  This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

This Amendment No. 4 is being filed jointly by S.A.V.E. Partners III, LLC, a Delaware limited liability company (“SAVE”), Craig W. Thomas and Bradley M. Tirpak (collectively referred to herein as the “Reporting Persons”).

Because of the activities of the Reporting Persons with Metropolitan Venture Partners II, L.P. (“MetVP II”) and certain of its affiliates (collectively, the “MetVP Group”) referred to in Item 4 and the agreement with the Reporting Persons referred to below, the Reporting Persons could be deemed to constitute a “group” with the MetVP Group within the meaning of Rule 13d-4 under the Exchange Act.  Reference is made to the Schedule 13D filed by MetVP II, Metropolitan Venture Partners (Advisors), L.P. (“MetVP Advisors”), Metropolitan Venture Partners Corp. (“MetVP Corp.”), Tall Oaks Group LLC (“Tall Oaks”), Lawrence D. Hite and Michael Levin with the Securities and Exchange Commission on March 11, 2011, as it may be amended from time to time (the “MetVP Group Schedule 13D”), for information concerning the interests of such parties in respect of the common stock of Direct Insite Corp.  Nothing contained herein shall be deemed to be an admission by the Reporting Persons that they constitute a group with the MetVP Group.

Because of the agreement of the Reporting Persons with Thomas C. Lund and Carol A. Lund referred to in Item 6 below and related discussions with Mr. Lund, the Reporting Persons could be deemed to constitute a “group” with Mr. Lund meaning of Rule 13d-4 under the Exchange Act. Reference is made to the Schedule 13D filed by Mr. Lund with the SEC on June 15, 2007, as amended from time to time, for information concerning the interests of Mr. and Mrs. Lund in respect of the common stock of Direct Insite Corp. Nothing contained herein shall be deemed to be an admission by the Reporting Persons that they constitute a group with Mr. Lund and Mrs. Lund.

Item 4. Purpose of Transaction.

Item is hereby amended by adding the following:

On April 28, 2011, the Reporting Persons and the Issuer, together with MetVP II, MetVP Advisors, MetVP Corp., Tall Oaks, Lawrence D. Hite, Michael Levin, John J. Murabito, Philip Summe, Thomas C. Lund, Carol A. Lund and James A. Cannavino, entered into an agreement (the “Agreement”).  Pursuant to the terms of the Agreement, the Issuer agreed to, among other things, (a) increase the size of the Board of Directors (the “Board’”) to six directors, such that a vacancy will exist in Class I of the Board; (b) nominate for election at the Annual Meeting (as defined in the Agreement) each of the Recommended Nominees (as defined in the Agreement) and James Cannavino; (c) recommend that the Company’s stockholders vote in favor of such slate; (d) amend its Proxy Statement and related proxy card to reflect such nominations and recommendations; (e) use its reasonable best efforts to solicit proxies in favor of the election of such slate, including voting all shares of Common Stock represented by proxies received pursuant to the amended definitive proxy statement and proxy card in connection with the Annual Meeting in favor of such individuals (except for any proxy that specifically indicates that such authority is withheld) and against any proposal inconsistent with the Agreement that may be raised at the Annual Meeting; and (f) not cancel or adjourn, nor propose any other matter to be voted upon at, the Annual Meeting.

In addition, the Issuer agreed not to, until after the Annual Meeting, (a) increase the size of the Board to more than six directors; (b) change any provisions, other than in a manner that is consistent with the terms of the Agreement, of the Issuer’s Bylaws or Certificate of Incorporation; (c) otherwise amend any charters or policies of the Board or committees of the Board in a manner that would be inconsistent with the terms of the Agreement or adverse to the stockholders of the Issuer; or (d) conduct its business other than in the ordinary course consistent with past practice.  In addition, except as provided in the amended employment agreement of Mr. Cannavino, as approved by the Board on April 26, 2011, and except with respect to certain persons other than officers and directors of the Issuer as would be immaterial in amount and significance to the Issuer, the Issuer agreed that it would not, without the written consent of the MetVP II, MetVP Advisors, MetVP Corp. and SAVE (a) enter into any employment or consulting agreements, (b) make any changes or amendments to any currently existing employment or consulting agreements, (c) make or commit to make any grants of bonuses, equity, options or cash or any other form of additional compensation, other than base salary, or (d) increase the base salary of any person.

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CUSIP NO. 25457C 20 7

Pursuant to the Agreement, MetVP II, MetVP Advisors, MetVP Corp. and SAVE have agreed, conditioned upon certain compliance by the Issuer with the Agreement, to, among other things, (a) withdraw the Section 220 Demand, (b) not file any proxy materials contrary to the Issuer’s proxy materials with respect to the Annual Meeting and (c) vote, together with certain other parties to the Agreement, all of their shares of Common Stock in favor of the slate of directors as described above at the Annual Meeting.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as an exhibit hereto and is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended by adding the following:

On April 22, 2011, the Reporting Persons, MetVP II, MetVP Advisors, MetVP Corp., Tall Oaks, Mr. Levin, Mr. Hite and Mr. Lund entered into a Voting and Joint Solicitation Agreement (the “Voting Agreement”).  Among other things, the Voting Agreement provides that the parties thereto will work in good faith to elect the nominees identified in Item 4 and to take such other action as they deem advisable or necessary to achieve such election.  In addition, the Voting Agreement provides that each of the parties thereto will vote or cause to be voted all shares of the Company he or it directly and beneficially owns in favor of the nominees.  The Voting Agreement will terminate on the earlier to occur of December 31, 2011 and the election of the nominees, unless earlier terminated in writing by the parties thereto. A copy of the Voting Agreement is filed as an exhibit to this Schedule 13D.

The Reporting Persons, MetVP II, MetVP Advisors, MetVP Corp. Tall Oaks, Mr. Levin, Mr. Hite, Mr. Lund and Mrs. Lund entered into a First Amendment to the Voting and Joint Solicitation Agreement, dated as of April 22, 2011 (the “First Amendment to the Voting Agreement”), which, among other things, added Mrs. Lund as a party thereto.  A copy of the First Amendment to the Voting Agreement is filed as an exhibit to this Schedule 13D.

On April 28, 2011, the Reporting Persons and the Issuer, together with MetVP II, MetVP Advisors, MetVP Corp., Tall Oaks, Lawrence D. Hite, Michael Levin, John J. Murabito, Philip Summe, Thomas C. Lund, Carol A. Lund and James A. Cannavino, entered into the Agreement defined and described in Item 4 above and filed as an exhibit hereto.

Item 7. Material to be Filed as Exhibits.

The following document is filed as an exhibit:

Exhibit 99.2	Voting and Joint Solicitation Agreement dated as of April 22, 2011 by and among the MetVP II, MetVP Advisors, MetVP Corp., Tall Oaks, Mr. Levin, Mr. Hite, SAVE, Mr. Thomas, Mr. Tirpak and Mr. Lund.
Exhibit 99.3	First Amendment to Voting and Joint Solicitation Agreement dated as of April 22, 2011 by and among the MetVP II, MetVP Advisors, MetVP Corp., Tall Oaks, Mr. Levin, Mr. Hite, SAVE, Mr. Thomas, Mr. Tirpak, Mr. Lund and Mrs. Lund.
Exhibit 99.4	Agreement, dated as of April 28, 2011 by and among the MetVP II, MetVP Advisors, MetVP Corp., Mr. Levin, Tall Oaks, Mr. Hite, the Reporting Persons, Mr. Murabito, Mr. Summe, Mr. Lund, Mrs. Lund, Mr. Cannavino and the Issuer (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K filed by the Issuer on April 29, 2011).

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CUSIP NO. 25457C 20 7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to S.A.V.E. Partners III, LLC is true, complete and correct.

Dated:  April 29, 2011

S.A.V.E. PARTNERS III, LLC

/s/ Craig W. Thomas

Name: Craig W. Thomas

Title:   Managing Member

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 29, 2011

/s/ Craig W. Thomas

Craig W. Thomas

/s/ Bradley M. Tirpak

Bradley M. Tirpak

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EX-99.2

Exhibit 99.2

VOTING AND JOINT SOLICITATION AGREEMENT

This Voting and Joint Solicitation Agreement (this “Agreement”), dated as of April 22, 2011, is made by and among Metropolitan Venture Partners II, L.P. (“MetVP II”), Metropolitan Venture Partners (Advisors), L.P. (“MetVP Advisors”), Metropolitan Venture Partners Corp. (“MetVP Corp.”, and, together with MetVP II and MetVP Advisors, the “MetVP Entities”), Michael Levin, Tall Oaks Group LLC (“Tall Oaks”), Lawrence D. Hite, Thomas C. Lund, Craig W. Thomas, Bradley M. Tirpak and S.A.V.E. Partners III, LLC (“SAVE” and, collectively with the MetVP Entities and Messrs. Levin, Hite, Lund, Thomas and Tirpak, the “Parties,” and each a “Party”), each solely in his or its capacity as a beneficial owner of shares of common stock, par value $0.0001 per share (the “Shares”), of Direct Insite Corp., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, the Parties wish to participate in a solicitation to elect the board of directors of the Company (the “Board”), by means of either (i) a solicitation of written consents (a “Consent Solicitation”) to elect directors without a meeting or (ii) a solicitation of proxies (a “Proxy Solicitation” and, together with the Consent Solicitation, a “Solicitation”) to elect directors at a meeting of stockholders held for that purpose.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.           Conduct of the Solicitation.

(a)           Each of the Parties agrees to (i) work in good faith towards conducting a Solicitation to elect as directors of the Company the slate of candidates (the “Slate”) as identified on Appendix I to this Agreement, (ii) take such other actions as the Parties deem advisable, and (iii) take all other action necessary or advisable to achieve the foregoing.

(b)           If any candidate on the Slate is unable or unwilling to serve, SAVE shall be entitled to select a replacement candidate for Craig W. Thomas and the MetVP Entities shall be entitled to select a replacement candidate for Michael Levin, John J. Murabito or Philip Summe.  Mr. Lund shall be entitled to select a replacement candidate for himself if he is unable or unwilling to serve.

(c)           Each of the Parties agrees to vote or to cause to be voted all Shares he or it directly and beneficially owns by virtue of his or its direct and indirect holdings of Shares (whether now owned or hereafter directly or indirectly acquired) in favor of the Slate (including any replacement candidate(s)) for election to the Board.

2.           Identity and Holdings of Parties.

(a)           Each of the Parties represents and warrants that Appendix II to this Agreement sets forth all of the Shares held by him or it as of the date hereof and that he or it owns all right, title and interest in the Shares listed next to his or its name on Appendix II attached hereto free and clear of all liens, claims, encumbrances and interests (by participation or otherwise) of others and has not hedged, acquired a put or otherwise shifted his or its risk of loss with respect to such Shares and is subject to all risk of loss in respect of such Shares and is not in possession of and has not acquired any contractual or derivative right to accomplish such a shifting of economic loss.

(b)           Except for the Shares set forth on Appendix II attached hereto, each of the Parties represents that neither he or it nor any of his or its respective affiliates has any beneficial ownership of any Shares, directly or indirectly.

(c)           Each of the Parties represents that he or it owns and has the right to vote or cause to be voted, or holds voting control and has the right to vote or cause to be voted, the number of Shares he or it directly and beneficially owns set forth opposite his or its name on Appendix II attached hereto.

(d)           Each of the Parties represents that he or it has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement with respect to the Shares.

3.           Sale of Shares.  For so long as this Agreement has not been terminated, each Party agrees not to sell, assign, transfer, hypothecate or otherwise dispose of, directly or indirectly, any Shares beneficially owned by him or it, or to issue or grant any option, interest in or right to acquire any Shares beneficially owned by him or it, or loan out shares to another so that they cannot be voted, except to an affiliate of the Party that agrees in writing to be bound by the terms of this Agreement.

4.           Other Activities.  No Party will, or will cause its affiliates to, “act in concert” (as contemplated in Rule 10b-18(a)(3)(i) of the Securities Exchange Act of 1934, as amended) or otherwise directly or indirectly seek to form a group with any person with respect to the Company or any Shares other than with the Parties hereto or persons, if any, that become parties hereto in accordance with the terms of this Agreement.

5.           Expenses.  Each Party shall be responsible for paying all of his or its own costs and expenses incurred in connection with the matters contemplated by this Agreement, unless otherwise provided for in a written nomination agreement.  In addition, the Parties agree to seek reimbursement from the Company for the aggregate of their respective expenses incurred in connection with a Solicitation.

6.           Termination.  This Agreement shall automatically terminate on the earlier of (i) December 31, 2011, or (ii) the election of the Slate to the Board, unless terminated prior to such date pursuant to a mutual written agreement of all Parties.

7.           No Breach of Duty.  Nothing in this Agreement shall require any Party to take any action that would cause his or its affiliate to breach any fiduciary duties owed to the Company or its stockholders under applicable law or judicial precedent.

2

8.           Relationship of Parties.  The relationship of the parties hereto shall be limited to carrying on the business of the Parties in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.

9.           Amendments.  This Agreement may not be modified or amended except in a writing signed by all Parties.

10.           Governing Law.  This Agreement shall be construed in accordance with, and shall be governed by, the laws of the State of New York, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction

11.           Headings.  The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

12.           Limitation on Assignment; Successors and Permitted Assigns.  Except as explicitly provided herein, none of the Parties hereto may assign any of his or its respective rights or obligations under this Agreement without the prior written consent of the other Party.  This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, heirs, executors, administrators and representatives.

13.           No Third Party Beneficiaries.  Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties hereto and no other person or entity.

14.           Specific Performance.  Each Party agrees that money damages would not be a sufficient remedy for a breach or a threatened breach of this Agreement and that each Party shall be entitled to specific performance and injunctive or other equitable relief without the posting of a bond or other security as a remedy for any such breach or threatened breach, in addition to all other remedies available at law or in equity.  Such injunctive or other equitable relief shall be available without the obligation to prove any damages underlying such breach or threatened breach.

15.           Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

[Signature page follows]

3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Metropolitan Venture Partners II, L.P.
By:	Metropolitan Venture Partners (Advisors), L.P., its general partner
By:	Metropolitan Venture Partners Corp., its general partner
By:	/s/ Michael Levin
	Name:	Michael Levin
	Title:	Vice President of Finance

Metropolitan Venture Partners (Advisors), L.P.
By:	Metropolitan Venture Partners Corp., its general partner
By:	/s/ Michael Levin
	Name:	Michael Levin
	Title:	Vice President of Finance

Metropolitan Venture Partners Corp.
By:	/s/ Michael Levin
	Name:	Michael Levin
	Title:	Vice President of Finance

/s/ Michael Levin

Michael Levin

Tall Oaks Group LLC
By:	/s/ Lawrence D. Hite
	Name:	Lawrence D. Hite
	Title:	Managing Member

/s/ Lawrence D. Hite

Lawrence D. Hite

/s/ Thomas C. Lund

Thomas C. Lund

/s/ Craig W. Thomas

Craig W. Thomas

/s/ Bradley M. Tirpak

Bradley M. Tirpak

S.A.V.E. Partners III, LLC
By:	/s/ Craig W. Thomas
	Name:	Craig W. Thomas
	Title:	Managing Member

4

APPENDIX I

Michael Levin

Thomas C. Lund

John J. Murabito

Philip Summe

Craig W. Thomas

5

APPENDIX II

Stockholder	Notice Information	Shares of Common Stock Directly Owned	Shares of Common Stock BeneficiallyOwned
Metropolitan Venture Partners II, L.P.	590 Madison Avenue 34th Floor New York, NY 10022 phone:  212-561-1219 fax:  212-561-1201	2,315,790
Metropolitan Venture Partners (Advisors), L.P.	590 Madison Avenue 34th Floor New York, NY 10022 phone:  212-561-1219 fax:  212-561-1201		2,315,790
Metropolitan Venture Partners Corp.	590 Madison Avenue 34th Floor New York, NY 10022 phone:  212-561-1219 fax:  212-561-1201	90,395	2,406,185
Michael Levin	590 Madison Ave 34th Floor New York, NY 10022 phone:  212-561-1219 fax:  212-561-1201	2,000	2,408,185
Tall Oaks Group LLC	205 Lexington Avenue 8th Floor New York, NY 10016 phone:  212-561-1202 fax:  212-561-1201	78,187
Lawrence D. Hite	205 Lexington Avenue 8th Floor New York, NY 10016 phone:  212-561-1202 fax:  212-561-1201	179,424	2,663,796
Thomas C. Lund	7613 Bay Colony Drive Naples, FL 34109		403,633

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Stockholder	Notice Information	Shares of Common Stock Directly Owned	Shares of Common Stock Beneficially Owned
Craig W. Thomas	500 West Putnam Avenue, Suite 400 Greenwich, CT 06830 phone:  203-542-7330		585,348
Bradley M. Tirpak	500 West Putnam Avenue, Suite 400 Greenwich, CT 06830 phone:  212-533-6940		585,348
S.A.V.E. Partners III, LLC	500 West Putnam Avenue, Suite 400 Greenwich, CT 06830 phone:  203-542-7330	585,348

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EX-99.3

Exhibit 99.3

FIRST AMENDMENT TO VOTING AND JOINT SOLICITATION AGREEMENT

This First Amendment to the Voting and Joint Solicitation Agreement, dated as of April 22, 2011 (the “Amendment”), is made by and among Metropolitan Venture Partners II, L.P. (“MetVP II”), Metropolitan Venture Partners (Advisors), L.P. (“MetVP Advisors”), Metropolitan Venture Partners Corp. (“MetVP Corp.”, and, together with MetVP II and MetVP Advisors, the “MetVP Entities”), Michael Levin, Tall Oaks Group LLC (“Tall Oaks”), Lawrence D. Hite, Thomas C. Lund, Carol A. Lund, Craig W. Thomas, Bradley M. Tirpak and S.A.V.E. Partners III, LLC (“SAVE” and, collectively with the MetVP Entities, Messrs. Levin, Hite, Lund Thomas, Tirpak and Mrs. Lund, the “Parties,” and each a “Party”), each solely in his, her or its capacity as a beneficial owner of shares of common stock, par value $0.0001 per share (the “Shares”), of Direct Insite Corp., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, SAVE, the MetVP Entities and Messrs. Levin, Hite, Lund, Thomas and Tirpak entered into the Voting and Joint Solicitation Agreement (the “Agreement”), dated as of April 22, 2011;

WHEREAS, the address set forth across from Mr. Lund’s name on Appendix II to the Agreement is incorrect;

WHEREAS, the 403,633 Shares set forth across from Mr. Lund’s name on Appendix II to the Agreement are not beneficially owned by Mr. Lund, but are directly owned by Mrs. Lund;

WHEREAS, the Parties wish to amend the Agreement to make Mrs. Lund a Party thereto;

WHEREAS, the Parties wish to amend Appendix II to the Agreement to reflect the change in address and the change in ownership of the 403,633 Shares.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.           Amendments to the Agreement.  Appendix II to the Agreement shall be amended and restated in its entirety in the form attached hereto as Appendix II.

2.           Acceptance of Terms of the Agreement.  Mrs. Lund hereby (a) agrees and accepts to be bound by all of the terms and conditions set forth in the Agreement and (b) makes all of the representations and warranties set forth in the Agreement with respect to the Shares directly owned by her.

3.           Governing Law.  This Amendment shall be construed in accordance with, and shall be governed by, the laws of the State of New York, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction.

4.           Headings.  The headings of the sections of this Amendment are inserted for convenience only and shall not affect the interpretation hereof.

5.           Counterparts.  This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

[Signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Metropolitan Venture Partners II, L.P.
By:	Metropolitan Venture Partners (Advisors), L.P., its general partner
By:	Metropolitan Venture Partners Corp., its general partner
By:	/s/ Michael Levin
	Name:	Michael Levin
	Title:	Vice President of Finance

Metropolitan Venture Partners (Advisors), L.P.
By:	Metropolitan Venture Partners Corp., its general partner
By:	/s/ Michael Levin
	Name:	Michael Levin
	Title:	Vice President of Finance

Metropolitan Venture Partners Corp.
By:	/s/ Michael Levin
	Name:	Michael Levin
	Title:	Vice President of Finance

/s/ Michael Levin

Michael Levin

Tall Oaks Group LLC
By:	/s/ Lawrence D. Hite
	Name:	Lawrence D. Hite
	Title:	Managing Member

/s/ Lawrence D. Hite

Lawrence D. Hite

/s/ Carol A. Lund

Carol A. Lund

/s/ Thomas C. Lund

Thomas C. Lund

/s/ Craig W. Thomas

Craig W. Thomas

/s/ Bradley M. Tirpak

Bradley M. Tirpak

S.A.V.E. Partners III, LLC
By:	/s/ Craig W. Thomas
	Name:	Craig W. Thomas
	Title:	Managing Member

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APPENDIX II

Stockholder	Notice Information	Shares of Common Stock Directly Owned	Shares of Common Stock BeneficiallyOwned
Metropolitan Venture Partners II, L.P.	590 Madison Avenue 34th Floor New York, NY 10022 phone:  212-561-1219 fax:  212-561-1201	2,315,790
Metropolitan Venture Partners (Advisors), L.P.	590 Madison Avenue 34th Floor New York, NY 10022 phone:  212-561-1219 fax:  212-561-1201		2,315,790
Metropolitan Venture Partners Corp.	590 Madison Avenue 34th Floor New York, NY 10022 phone:  212-561-1219 fax:  212-561-1201	90,395	2,406,185
Michael Levin	590 Madison Ave 34th Floor New York, NY 10022 phone:  212-561-1219 fax:  212-561-1201	2,000	2,408,185
Tall Oaks Group LLC	205 Lexington Avenue 8th Floor New York, NY 10016 phone:  212-561-1202 fax:  212-561-1201	78,187
Lawrence D. Hite	205 Lexington Avenue 8th Floor New York, NY 10016 phone:  212-561-1202 fax:  212-561-1201	179,424	2,663,796
Thomas C. Lund	801 Laurel Oak Drive, #102 Naples, FL 34108 phone: fax:		403,6331

_______________

1 Shares are directly owned by Carol A. Lund.

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Stockholder	Notice Information	Shares of Common Stock Directly Owned	Shares of Common Stock Beneficially Owned
Carol A. Lund	801 Laurel Oak Drive, #102 Naples, FL 34108 phone: fax:	403,633
Craig W. Thomas	500 West Putnam Avenue, Suite 400 Greenwich, CT 06830 phone:  203-542-7330		585,348
Bradley M. Tirpak	500 West Putnam Avenue, Suite 400 Greenwich, CT 06830 phone:  212-533-6940		585,348
S.A.V.E. Partners III, LLC	500 West Putnam Avenue, Suite 400 Greenwich, CT 06830 phone:  203-542-7330	585,348

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