Exhibit 4.3


NEITHER THIS WARRANT NOR ISSUANCE OF THE  SECURITIES  ISSUABLE UPON THE EXERCISE
HEREOF TO THE HOLDER HAVE BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933 OR
QUALIFIED OR REGISTERED  UNDER STATE  SECURITIES OR BLUE SKY LAWS.  NEITHER THIS
WARRANT NOR SUCH SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED
OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES
ACT OF 1933,  APPLICABLE  STATE  SECURITIES OR BLUE SKY LAWS AND THE  APPLICABLE
RULES AND REGULATIONS THEREUNDER.

THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT AS PROVIDED IN SECTION 24.


No. SF- ___                             Right to Purchase __________ Shares of
                                        Common Stock of Direct Insite Corp.


                              DIRECT INSITE CORP.

                         Common Stock Purchase Warrant


     DIRECT INSITE CORP., a Delaware  corporation,  hereby  certifies  that, for
value  received,  _______________  or  registered  assigns  (the  "Holder"),  is
entitled,  subject to the terms set forth below, to purchase from the Company at
any time or from time to time on or after the  Exercisability  Date  until  5:00
p.m., New York City time, on the Expiration Date (such  capitalized term and all
other  capitalized  terms used herein having the  respective  meanings  provided
herein),  __________  fully paid and  nonassessable  shares of Common Stock at a
purchase price per share equal to the Purchase Price.  The number of such shares
of Common Stock and the Purchase  Price are subject to adjustment as provided in
this Warrant.

     As  used  herein  the  following  capitalized  terms,  unless  the  context
otherwise requires, have the following respective meanings:

     "Aggregate Purchase Price" means at any time an amount equal to the product
obtained by multiplying (x) the Purchase Price times (y) the number of shares of
Common Stock for which this Warrant may be exercised at such time.

     "AMEX" means the American Stock Exchange, Inc.

     "Board of Directors" means the Board of Directors of the Company.

<PAGE>


     "Business Day" means any day other than a Saturday,  Sunday or other day on
which commercial banks in The City of New York are authorized or required by law
or executive order to remain closed.

     "Closing Date" shall have the meaning  provided in the Securities  Purchase
Agreement.

     "Common Stock"  includes the Company's  Common Stock,  par value $.0001 per
share (and any  purchase  rights  issued with respect to the Common Stock in the
future),  as authorized on the date hereof,  and any other securities into which
or for which the Common  Stock (and any such rights  issued with  respect to the
Common   Stock)  may  be  converted   or   exchanged   pursuant  to  a  plan  of
recapitalization,  reorganization,  merger,  sale of assets or otherwise and any
stock (other than Common Stock) and other securities of the Company or any other
Person which the Holder at any time shall be entitled to receive,  or shall have
received,  on the exercise of this Warrant,  in lieu of or in addition to Common
Stock.

     "Common  Stock  Equivalents"  means any warrant,  option,  subscription  or
purchase right with respect to shares of Common Stock, any security  convertible
into,  exchangeable  for, or otherwise  entitling the holder thereof to acquire,
shares of Common Stock or any warrant,  option,  subscription  or purchase right
with respect to any such convertible, exchangeable or other security.

     "Company"  shall include Direct Insite Corp., a Delaware  corporation,  and
any corporation that shall succeed to or assume the obligations of Direct Insite
Corp. hereunder in accordance with the terms hereof.

     "Current  Fair  Market  Value"  means when used with  respect to the Common
Stock as of a specified  date with  respect to each share of Common  Stock,  the
average  of the  closing  prices  of the  Common  Stock  sold on all  securities
exchanges  (including the Nasdaq,  the Nasdaq SmallCap and the  Over-the-Counter
Bulletin  Board) on which the  Common  Stock may at the time be  listed,  or, if
there have been no sales on any such  exchange  on such day,  the average of the
highest bid and lowest  asked  prices on all such  exchanges  at the end of such
day, or, if on such day the Common Stock is not so listed,  the closing price on
such day in the  domestic  over-the-counter  market as reported by the  National
Quotation Bureau, Incorporated,  or any similar successor organization,  in each
such case averaged  over a period of five Trading Days  consisting of the day as
of which the Current Fair Market Value of Common Stock is being  determined  (or
if such day is not a Trading Day, the Trading Day next  preceding  such day) and
the four  consecutive  Trading  Days prior to such day. If on the date for which
Current Fair Market Value is to be determined  the Common Stock is not listed on
any securities  exchange or quoted in the NASDAQ System or the  over-the-counter
market, the Current Fair Market Value of Common Stock shall be the highest price
per share  which the  Company  could then  obtain  from a willing  buyer (not an
employee  or  director  of the  Company  at the  time  of  determination)  in an
arms'-length  transaction  for shares of Common Stock sold by the Company,  from
authorized  but unissued  shares,  as  determined  in good faith by the Board of
Directors.


                                       2


<PAGE>

     "Exercisability  Date" shall mean the date on which the warrants  issued in
the Follow-on Financing become exercisable or as may otherwise be agreed between
the Company and Holder in connection  with the Follow-on  Financing,  or, if the
Follow-on Financing does not occur by May 13, 2005, then the Exercisability Date
shall be May 13,  2005  (unless  a later  date is agreed  to in  writing  by the
Company and Holder).

     "Expiration Date" means March 28, 2012.

     "Follow-on  Financing"  shall mean a private  placement  consummated by the
Company  within 45 days after the Closing  Date, or such longer period as agreed
in writing  between the  Company and Sigma,  pursuant to which Sigma is the lead
investor and Sigma and its Affiliates and appointees  invest between  $2,500,000
and $3,500,000.

     "Issuance Date" means the date of original issuance of this Warrant.

     "Nasdaq" means the Nasdaq National Market.

     "Nasdaq SmallCap" means the Nasdaq SmallCap Market.

     "1934 Act" means the Securities Exchange Act of 1934, as amended.

     "1933 Act" means the Securities Act of 1933, as amended.

     "Notes"  means any of the Senior  Subordinated  Secured Notes issued by the
Company pursuant to the Securities Purchase Agreement.

     "NYSE" means the New York Stock Exchange, Inc.

     "Other  Securities"  means any stock  (other than  Common  Stock) and other
securities of the Company or any other Person which the Holder at any time shall
be entitled to receive, or shall have received, on the exercise of this Warrant,
in lieu of or in  addition  to  Common  Stock,  or which  at any  time  shall be
issuable or shall have been issued in exchange for or in  replacement  of Common
Stock or Other Securities pursuant to Section 4.

     "Other Warrants" means the Common Stock Purchase  Warrants (other than this
Warrant) issued or issuable by the Company  pursuant to the Securities  Purchase
Agreement.

     "Person" means an individual,  partnership,  corporation, limited liability
company, trust, unincorporated organization,  business trust, association, joint
stock company, joint venture, pool, syndicate, sole proprietorship, governmental
agency or any other form of entity not specifically listed herein.

     "Purchase Price" means $.90, except that if the Follow-on Financing occurs,
the  Purchase  Price  shall be as  agreed  between  the  Company  and  Holder in

                                       3
<PAGE>


connection  with the  Follow-on  Financing,  subject  to the  same  antidilution
adjustments as provided in the warrants  issued in connection with the Follow-on
Financing,  or, if the Follow-on  Financing is not consummated within 45 days of
the  Closing  Date or such later date as agreed to in writing by the Company and
Holder,  then the  Purchase  Price  shall be $.01  effective  45 days  after the
Closing  Date or such  later date as agreed to in  writing  by the  Company  and
Holder.  In the event that the Purchase  Price is adjusted to $.01, it shall not
be subject to further adjustment except as required by Section 5 and 9 hereof.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

     "Registration  Period"  shall have the meaning  provided in the  Securities
Purchase Agreement.

     "Registration  Statement" shall have the meaning provided in the Securities
Purchase Agreement.

     "Restricted  Securities"  means securities that are not eligible for resale
pursuant to Rule 144(k) under the 1933 Act (or any successor provision).

     "Reorganization  Event"  means  the  occurrence  of any  one or more of the
following events:

     (i) any consolidation,  merger or similar transaction of the Company or any
Subsidiary with or into another entity (other than a merger or  consolidation or
similar  transaction  of  a  Subsidiary  into  the  Company  or  a  wholly-owned
Subsidiary);  or the sale or transfer of all or substantially  all of the assets
of the  Company  and the  Subsidiaries  in a single  transaction  or a series of
related transactions; or

     (ii) the occurrence of any  transaction  or event in connection  with which
all or  substantially  all the Common  Stock shall be exchanged  for,  converted
into,  acquired for or constitute  the right to receive  securities of any other
Person (whether by means of a Tender Offer, liquidation,  consolidation, merger,
share exchange, combination, reclassification,  recapitalization, or otherwise);
or

     (iii) the  acquisition by a Person or group of Persons acting in concert as
a partnership, limited partnership,  syndicate or group, as a result of a tender
or exchange offer,  open market  purchases,  privately  negotiated  purchases or
otherwise, of beneficial ownership of securities of the Company representing 50%
or more of the combined voting power of the outstanding voting securities of the
Company  ordinarily  (and apart from rights  accruing in special  circumstances)
having the right to vote in the election of directors;

provided  that there shall be excluded  from the  definition  of  Reorganization
Event any event described in (i), (ii), or (iii) above that is consummated  with
a publicly traded company with a market capitalization in excess of $100 million
and so long as the Holder has received at least ten  Business  Days prior notice
of same (a "$100M event").

                                       4
<PAGE>


     "Rule 144A" means Rule 144A as promulgated under the 1933 Act.

     "Securities  Purchase  Agreement" means the Securities  Purchase Agreement,
dated as of March 29, 2005, by and between the Company and the  investors  named
therein.

     "SEC" means the Securities and Exchange Commission.

     "SEC  Effective  Date"  shall have the meaning  provided in the  Securities
Purchase Agreement.

     "Sigma" means Sigma Opportunity Fund, LLC.

     "Subsidiary"  means any  corporation or other entity of which a majority of
the capital stock or other ownership  interests  having ordinary voting power to
elect a majority of the board of directors or other Persons  performing  similar
functions are at the time directly or indirectly owned by the Company.

     "Tender  Offer" means a tender offer,  exchange offer or other offer by the
Company to repurchase outstanding shares of its capital stock.

     "Trading Day" means at any time a day on which any of a national securities
exchange, Nasdaq or such other securities market as at such time constitutes the
principal  securities market for the Common Stock is open for general trading of
securities.

     "Warrant Shares" means the shares of Common Stock issuable upon exercise of
this Warrant.

     1. Exercise of Warrant.

     (a)  Exercise.  This Warrant may be exercised by the Holder in whole at any
time or in part  from  time to time  on or  before  the  Expiration  Date by (x)
surrendering this Warrant to the Company,  (y) giving a subscription form in the
form of Exhibit 1 to this Warrant (duly  executed by the Holder) to the Company,
and (z) making  payment,  in cash or by certified or official bank check payable
to the order of the Company,  or by wire transfer of funds to the account of the
Company,  in any such case, in the amount obtained by multiplying (a) the number
of shares of Common Stock designated by the Holder in the  subscription  form by
(b) the Purchase Price then in effect.  On any partial exercise the Company will
forthwith  issue and deliver to or upon the order of the Holder a new Warrant or
Warrants of like tenor, in the name of the Holder or as the Holder (upon payment
by the Holder of any applicable  transfer  taxes) may request,  providing in the
aggregate on the face or faces  thereof for the purchase of the number of shares
of Common Stock for which such Warrant or Warrants may still be  exercised.  The
subscription form may be surrendered by telephone line facsimile transmission to
such telephone number for the Company as shall have been specified in writing to
the Holder by the Company;  provided,  however, that if the subscription form is
given to the Company by telephone line facsimile  transmission  the Holder shall
send an original of such  subscription  form to the Company  within ten Business
Days after such subscription form is so given to the Company;  provided further,
however,  that any  failure  or delay on the part of the  Holder in giving  such
original of any  subscription  form shall not affect the validity or the date on
which  such   subscription   form  is  so  given  by  telephone  line  facsimile
transmission.

                                       5
<PAGE>


     (b) Net Exercise.  The Holder may elect to exercise this Warrant,  in whole
at any time or in part from time to time,  by  receiving  shares of Common Stock
equal to the net issuance  value (as determined  below) of this Warrant,  or any
part hereof,  upon  surrender  of the  subscription  form  annexed  hereto (duly
executed by the Holder) to the Company (followed by surrender of this Warrant to
the Company  within  three  Trading Days after  surrender  of such  subscription
form),  in which event the Company  shall issue to the Holder a number of shares
of Common Stock computed using the following formula:

                                X = Y x (A - B)
                                       A

where,

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

     Y    = the number of shares of Common  Stock as to which this Warrant is to
          be exercised

     A    = the  Current  Fair  Market  Value  of  one  share  of  Common  Stock
          calculated  as of the  last  Trading  Day  immediately  preceding  the
          exercise of this Warrant

     B    = the Purchase Price


     2.  Delivery  of  Stock  Certificates,   etc.,  on  Exercise.  As  soon  as
practicable  after the  exercise of this  Warrant  and in any event  within five
Trading Days  thereafter,  upon the terms and subject to the  conditions of this
Warrant,  the  Company  at  its  expense  (including  the  payment  by it of any
applicable  issue or stamp  taxes)  will  cause to be  issued in the name of and
delivered  to the Holder,  or as the Holder  (upon  payment by the Holder of any
applicable  transfer taxes) may direct,  a certificate or  certificates  for the
number  of fully  paid and  nonassessable  shares  of  Common  Stock  (or  Other
Securities)  to which the Holder  shall be  entitled on such  exercise,  in such
denominations as may be requested by the Holder, plus, in lieu of any fractional
share to which the  Holder  would  otherwise  be  entitled,  cash  equal to such
fraction  multiplied  by the then  Current  Fair Market Value of one full share,
together  with any other stock or Other  Securities  or any property  (including
cash,  where  applicable)  to which the Holder is  entitled  upon such  exercise
pursuant to Section 1 or  otherwise.  The Company  shall pay any taxes and other
governmental  charges that may be imposed under the laws of the United States of
America or any political  subdivision or taxing authority  thereof or therein in
respect of the issue or delivery of shares of Common Stock (or Other Securities)
or payment of cash upon  exercise  of this  Warrant  (other  than  income  taxes
imposed on the Holder).  The Company shall not be required,  however, to pay any
tax or other charge  imposed in  connection  with any  transfer  involved in the
issue of any  certificate  for  shares  of Common  Stock  (or Other  Securities)

                                       6
<PAGE>


issuable  upon  exercise of this  Warrant or payment of cash to any Person other
than the Holder,  and in case of such  transfer or payment the Company shall not
be  required  to deliver any  certificate  for shares of Common  Stock (or Other
Securities) upon such exercise or pay any cash until such tax or charge has been
paid or it has been established to the Company's reasonable satisfaction that no
such tax or charge is due. Upon exercise of this Warrant as provided herein, the
Company's  obligation  to issue and deliver the  certificates  for Common  Stock
shall be absolute and  unconditional,  irrespective of the absence of any action
by the Holder to enforce  the same,  any waiver or consent  with  respect to any
provision hereof,  the recovery of any judgment against any Person or any action
to  enforce  the same,  any  failure  or delay in the  enforcement  of any other
obligation  of  the  Company  to  the  Holder,  or  any  setoff,   counterclaim,
recoupment,  limitation or  termination,  or any breach or alleged breach by the
Holder or any other Person of any  obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person,  and irrespective of
any other  circumstance  which  might  otherwise  limit such  obligation  of the
Company to the Holder in connection with such exercise.  If the Company fails to
issue and deliver the  certificates  for the Common Stock to the Holder pursuant
to the  first  sentence  of this  paragraph  as and when  required  to do so, in
addition  to any other  liabilities  the Company  may have  hereunder  and under
applicable  law, the Company shall pay or reimburse the Holder on demand for all
out-of-pocket  expenses,  including,  without  limitation,  fees and expenses of
legal counsel, incurred by the Holder as a result of such failure.

     3.   Adjustment   for   Dividends   in   Other   Stock,   Property,   etc.;
Reclassification,  etc. In case at any time or from time to time on or after the
Issuance Date, all the holders of Common Stock (or Other  Securities) shall have
received,  or (on or after  the  record  date  fixed  for the  determination  of
stockholders eligible to receive) shall have become entitled to receive, without
payment therefor,

     (a) other or  additional  stock,  rights,  warrants or other  securities or
property (other than cash) by way of dividend, or

     (b) any cash  (excluding  cash dividends  payable solely out of earnings or
earned surplus of the Company), or

     (c) other or  additional  stock,  rights,  warrants or other  securities or
property  (including  cash)  by way  of  spin-off,  split-up,  reclassification,
recapitalization, combination of shares or similar corporate rearrangement,

otherthan (i) additional shares of Common Stock (or Other Securities)  issued as
a stock  dividend  or in a  stock-split  (adjustments  in  respect  of which are
provided for in Section 5) and (ii) rights or warrants to  subscribe  for Common
Stock at less than the Current  Fair  Market  Value  (adjustments  in respect of
which are provided in Section 6), then and in each such case the Holder,  on the
exercise  hereof as  provided  in Section 1, shall be  entitled  to receive  the
amount of stock,  rights,  warrants and Other Securities and property (including
cash in the cases  referred to in  subdivisions  (b) and (c) of this  Section 3)
which the Holder would hold on the date of such  exercise if on the date thereof
the Holder had been the holder of record of the number of shares of Common Stock

                                       7
<PAGE>


called for on the face of this  Warrant  and had  thereafter,  during the period
from the date thereof to and including the date of such exercise,  retained such
shares  and all such  other or  additional  stock,  rights,  warrants  and Other
Securities and property  (including cash in the case referred to in subdivisions
(b) and (c) of this Section 3) receivable by the Holder as aforesaid during such
period,  giving  effect to all  adjustments  called  for during  such  period by
Section 4.

     4.  Exercise upon a  Reorganization  Event.  In case of any  Reorganization
Event,  and except to the extent that the  Purchase  Price has been  adjusted to
$.01 as  provided  herein and so long as the Holder  has  received  at least ten
Business Days notice prior to the consummation of the Reorganization  Event, the
Company shall, as a condition  precedent to the consummation of the transactions
constituting,  or  announced  as, such  Reorganization  Event,  cause  effective
provisions  to be made so that the Holder  shall have the right  thereafter,  by
exercising  this  Warrant (in lieu of the shares of Common  Stock of the Company
and Other Securities or property purchasable and receivable upon exercise of the
rights represented hereby immediately prior to such transaction) to purchase the
kind and amount of shares of stock and Other Securities and property  (including
cash)  receivable  upon such  Reorganization  Event by a holder of the number of
shares of Common  Stock that  might have been  received  upon  exercise  of this
Warrant immediately prior to such Reorganization Event. Any such provision shall
include  provisions for adjustments in respect of such shares of stock and Other
Securities and property that shall be as nearly equivalent as may be practicable
to the adjustments  provided for in this Warrant. The provisions of this Section
4 shall apply to successive Reorganization Events.

     5.  Adjustment for Certain  Extraordinary  Events.  In the event that on or
after the Issuance  Date the Company  shall (i) issue  additional  shares of the
Common Stock as a dividend or other  distribution  on outstanding  Common Stock,
(ii) subdivide or reclassify its  outstanding  shares of Common Stock,  or (iii)
combine its  outstanding  shares of Common Stock into a smaller number of shares
of  Common  Stock,   then,  in  each  such  event,  the  Purchase  Price  shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
Purchase  Price in effect  immediately  prior to such event by a  fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 5.
The Holder shall thereafter, on the exercise hereof as provided in Section 1, be
entitled  to  receive  that  number  of shares of  Common  Stock  determined  by
multiplying the number of shares of Common Stock which would be issuable on such
exercise  immediately  prior to such  issuance  by a  fraction  of which (i) the
numerator is the Purchase Price in effect immediately prior to such issuance and
(ii)  the  denominator  is the  Purchase  Price  in  effect  on the date of such
exercise.

     6. [Reserved]

     7. [Reserved]

     8. [Reserved]

     9. Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of
the following  events occur,  namely (i) any  reclassification  or change of the
outstanding  shares of Common Stock  (other than a change in par value,  or from

                                       8
<PAGE>


par value to no par value,  or from no par value to par value, or as a result of
a subdivision or combination), (ii) any consolidation,  merger or combination of
the Company  with  another  corporation  as a result of which  holders of Common
Stock shall be entitled to receive stock, securities or other property or assets
(including  cash) with respect to or in exchange for such Common Stock, or (iii)
any sale or  conveyance  of the  properties  and  assets of the  Company  as, or
substantially  as, an entirety to any other Person as a result of which  holders
of Common Stock shall be entitled to receive stock, securities or other property
or assets (including cash) with respect to or in exchange for such Common Stock,
then the Company or the  successor  or  purchasing  Person,  as the case may be,
shall  execute  with the  Holder a  written  agreement  providing  that (x) this
Warrant shall  thereafter  entitle the Holder to purchase the kind and amount of
shares of stock and Other  Securities  or  property or assets  (including  cash)
receivable   upon  such   reclassification,   change,   consolidation,   merger,
combination,  sale or  conveyance  by the holder of a number of shares of Common
Stock issuable upon exercise of this Warrant  (assuming,  for such  purposes,  a
sufficient  number of  authorized  shares of Common Stock  available to exercise
this Warrant) immediately prior to such reclassification, change, consolidation,
merger, combination, sale or conveyance assuming such holder of Common Stock did
not exercise such holder's rights of election,  if any, as to the kind or amount
of  securities,  cash or other  property  receivable  upon  such  consolidation,
merger,  statutory exchange,  sale or conveyance  (provided that, if the kind or
amount of securities, cash or other property receivable upon such consolidation,
merger, statutory exchange, sale or conveyance is not the same for each share of
Common  Stock in respect of which such  rights of  election  shall not have been
exercised  ("non-electing  share"),  then for the purposes of this Section 9 the
kind and  amount of  securities,  cash or other  property  receivable  upon such
consolidation,   merger,   statutory  exchange,  sale  or  conveyance  for  each
non-electing  share shall be deemed to be the kind and amount so receivable  per
share by a plurality of the  non-electing  shares),  (y) in the case of any such
successor or purchasing Person,  upon such consolidation,  merger,  combination,
sale or  conveyance  such  successor or  purchasing  Person shall be jointly and
severally  liable with the Company for the  performance  of all of the Company's
obligations under this Warrant and the Securities  Purchase Agreement and (z) if
registration or qualification is required under the 1933 Act or applicable state
law for the  public  resale  by the  Holder  of such  shares  of stock and Other
Securities  so issuable  upon exercise of this  Warrant,  such  registration  or
qualification  shall  be  completed  prior  to  such  reclassification,  change,
consolidation, merger, combination or sale. Such written agreement shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments  provided  for in  this  Warrant.  If,  in  the  case  of  any  such
reclassification,   change,   consolidation,   merger,   combination,   sale  or
conveyance,  the stock or other securities and assets receivable  thereupon by a
holder of shares of Common Stock  includes  shares of stock or other  securities
and assets of a corporation other than the successor or purchasing  corporation,
as the case may be, in such  reclassification,  change,  consolidation,  merger,
combination,  sale or  conveyance,  then such  written  agreement  shall also be
executed by such other corporation and shall contain such additional  provisions
to  protect  the  interests  of the  Holder  as the  Board  of  Directors  shall
reasonably consider necessary by reason of the foregoing.

     (b) The  above  provisions  of this  Section  9 shall  similarly  apply  to
successive reclassifications,  changes,  consolidations,  mergers, combinations,
sales and conveyances.

     (c) If Section 4 applies to any event or  occurrence,  this Section 9 shall
not apply to such event or occurrence. Further this Section 9 shall not apply to
a $100M event.

                                       9
<PAGE>


     10. Tax  Adjustments.  The Company may make such reductions in the Purchase
Price,  in  addition  to those  required by Sections 3, 4, 5, 6, 7 and 8, as the
Board of Directors considers to be advisable to avoid or diminish any income tax
to holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes.

     11.  Minimum  Adjustment.  (a) No adjustment in the Purchase  Price (and no
related  adjustment in the number of shares of Common Stock which may thereafter
be  purchased  upon  exercise of this  Warrant)  shall be  required  unless such
adjustment  would require an increase or decrease of at least 1% in the Purchase
Price;  provided,  however, that any adjustments which by reason of this Section
11 are not  required to be made shall be carried  forward and taken into account
in any subsequent adjustment.  All such calculations under this Warrant shall be
made by the Company and shall be made to the nearest  cent or to the nearest one
hundredth of a share, as the case may be.

     (b) No adjustment  need be made for a change in the par value of the Common
Stock or from par value to no par value or from no par value to par value.

     12.  Notice of  Adjustments.  Whenever  the  Purchase  Price is adjusted as
herein  provided,  the Company shall  promptly,  but in no event later than five
Trading Days thereafter,  give a notice to the Holder setting forth the Purchase
Price and number of shares of Common Stock which may be purchased  upon exercise
of this Warrant after such adjustment and setting forth a brief statement of the
facts  requiring such  adjustment but which such statement shall not include any
information which would be material  non-public  information for purposes of the
1934 Act.  Failure to deliver  such  notice  shall not  affect the  legality  or
validity of any such adjustment.

     13.  Further  Assurances.  The  Company  will take all  action  that may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of stock,  free from all taxes,  liens and
charges with respect to the issue thereof, on the exercise of all or any portion
of this Warrant from time to time outstanding.

     14.  Notice to Holder  Prior to  Certain  Actions.  In case on or after the
Issuance Date:

     (a) the Company shall declare a dividend (or any other distribution) on its
Common Stock (other than in cash out of retained earnings); or

     (b) the Company  shall  authorize the granting to the holders of its Common
Stock of rights or warrants to subscribe  for or purchase any share of any class
or any other rights or warrants; or

     (c) the Board of Directors  shall  authorize  any  reclassification  of the
Common Stock (other than a subdivision or combination of its outstanding  Common
Stock,  or a change in par value,  or from par value to no par value, or from no
par value to par  value),  or any  consolidation  or  merger  or other  business

                                       10
<PAGE>


combination  transaction  to which the Company is a party and for which approval
of any  stockholders of the Company is required,  or the sale or transfer of all
or substantially all of the assets of the Company; or

     (d) there  shall be  pending  the  voluntary  or  involuntary  dissolution,
liquidation or winding-up of the Company;

the Company  shall give the Holder,  as promptly as possible but in any event at
least ten Trading Days prior to the applicable  date  hereinafter  specified,  a
notice  stating (x) the date on which a record is to be taken for the purpose of
such dividend,  distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend,  distribution or rights are to be determined,  or (y) the date
on  which  such   reclassification,   consolidation,   merger,   other  business
combination transaction, sale, transfer, dissolution,  liquidation or winding-up
is  expected  to  become  effective  or  occur,  and the  date as of which it is
expected  that  holders  of Common  Stock of record  who  shall be  entitled  to
exchange their Common Stock for securities or other  property  deliverable  upon
such  reclassification,   consolidation,   merger,  other  business  combination
transaction,  sale,  transfer,  dissolution,  liquidation or winding-up shall be
determined.  Such  notice  shall not  include  any  information  which  would be
material  non-public  information for purposes of the 1934 Act.  Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
such dividend,  distribution,  reclassification,  consolidation,  merger,  sale,
transfer, dissolution, liquidation or winding-up. In the case of any such action
of which the Company gives such notice to the Holder or is required to give such
notice to the Holder,  the Holder shall be entitled to give a subscription  form
to  exercise  this  Warrant  in  whole  or in  part  that is  contingent  on the
completion of such action.

     15.  Reservation  of Stock,  etc.,  Issuable on Exercise of  Warrants.  The
Company will at all times reserve and keep  available out of its  authorized but
unissued  shares of capital  stock,  solely for  issuance  and  delivery  on the
exercise of this  Warrant,  a  sufficient  number of shares of Common  Stock (or
Other  Securities) to effect the full exercise of this Warrant and the exercise,
conversion  or  exchange  of any  other  warrant  or  security  of  the  Company
exercisable for,  convertible into,  exchangeable for or otherwise entitling the
holder to acquire  shares of Common Stock (or Other  Securities),  and if at any
time the number of  authorized  but  unissued  shares of Common  Stock (or Other
Securities)  shall not be  sufficient  to effect such  exercise,  conversion  or
exchange, the Company shall take such action as may be necessary to increase its
authorized  but unissued  shares of Common Stock (or Other  Securities)  to such
number as shall be sufficient for such purposes.

     16.  Transfer of Warrant.  This  Warrant  shall inure to the benefit of the
successors to and assigns of the Holder.  This Warrant and all rights hereunder,
in whole or in part,  are  registrable  at the  office or agency of the  Company
referred  to below by the Holder in Person or by his duly  authorized  attorney,
upon surrender of this Warrant  properly  endorsed  accompanied by an assignment
form in the form  attached  to this  Warrant,  or  other  customary  form,  duly
executed by the transferring Holder.

     17.  Register of Warrants.  The Company  shall  maintain,  at the principal
office of the Company (or such other office as it may designate by notice to the
Holder),  a register in which the Company  shall  record the name and address of
the Person in whose name this Warrant has been  issued,  as well as the name and
address of each successor and prior owner of such Warrant.  The Company shall be
entitled to treat the Person in whose name this Warrant is so  registered as the
sole and absolute owner of this Warrant for all purposes.


                                       11
<PAGE>


     18. Exchange of Warrant.  This Warrant is exchangeable,  upon the surrender
hereof by the  Holder at the  office or  agency of the  Company  referred  to in
Section  16,  for one or more new  Warrants  of like tenor  representing  in the
aggregate the right to subscribe for and purchase the number of shares of Common
Stock which may be  subscribed  for and  purchased  hereunder,  each of such new
Warrants to  represent  the right to subscribe  for and purchase  such number of
shares as shall be designated by the Holder at the time of such surrender.

     19.  Replacement  of  Warrant.  On  receipt  by  the  Company  of  evidence
reasonably  satisfactory  to it  of  the  ownership  of  and  the  loss,  theft,
destruction or mutilation of this Warrant and (a) in the case of loss,  theft or
destruction, of indemnity from the Holder reasonably satisfactory in form to the
Company (and without the requirement to post any bond or other security), or (b)
in the case of mutilation,  upon surrender and cancellation of this Warrant, the
Company  will  execute  and  deliver to the  Holder a new  Warrant of like tenor
without charge to the Holder.

     20.  Warrant  Agent.  The  Company  may,  by written  notice to the Holder,
appoint the transfer  agent and  registrar for the Common Stock as the Company's
agent for the  purpose  of issuing  Common  Stock (or Other  Securities)  on the
exercise of this Warrant  pursuant to Section 1, and the Company may, by written
notice to the Holder,  appoint an agent having an office in the United States of
America for the purpose of exchanging  this Warrant  pursuant to Section 18, and
replacing  this  Warrant  pursuant to Section 19, or any of the  foregoing,  and
thereafter any such exchange or  replacement,  as the case may be, shall be made
at such office by such agent.

     21. Remedies. The Company stipulates that the remedies at law of the Holder
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 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.

     22. No Rights or  Liabilities  as a  Stockholder.  This  Warrant  shall not
entitle the Holder to any voting rights or other rights as a stockholder  of the
Company. Nothing contained in this Warrant shall be construed as conferring upon
the Holder the right to vote or to consent or to receive notice as a stockholder
of the  Company on any  matters or with  respect to any rights  whatsoever  as a
stockholder of the Company. No dividends or interest shall be payable or accrued
in respect  of this  Warrant or the  interest  represented  hereby or the Common
Stock (or Other Securities)  purchasable hereunder until, and only to the extent
that, this Warrant shall have been exercised in accordance with its terms.

     23. Notices,  etc. All notices and other communications from the Company to
the Holder shall be mailed by first class certified mail,  postage  prepaid,  at
such address as may have been  furnished to the Company in writing by the Holder
or at the address  shown for the Holder on the register of Warrants  referred to
in Section 16.


                                       12
<PAGE>


     24.  Transfer  Restrictions.  This  Warrant  has not been and is not  being
registered under the provisions of the 1933 Act or any state securities laws and
this Warrant may not be transferred  unless (1) the transferee is an "accredited
investor" (as defined in Regulation D under the 1933 Act) or a QIB in a transfer
that meets the requirements of Rule 144A and (2) the Holder shall have delivered
to the Company an opinion of counsel, reasonably satisfactory in form, scope and
substance  to the  Company,  to the  effect  that  this  Warrant  may be sold or
transferred without registration under the 1933 Act. Prior to any such transfer,
such  transferee  shall have  represented  in writing to the  Company  that such
transferee has requested and received from the Company all information  relating
to the business, properties, operations, condition (financial or other), results
of operations or prospects of the Company  deemed  relevant by such  transferee;
that such  transferee has been afforded the  opportunity to ask questions of the
Company  concerning  the  foregoing  and has had the  opportunity  to obtain and
review  the  Registration  Statement  (as  defined  in the  Securities  Purchase
Agreement) and the prospectus included therein,  each as amended or supplemented
to the  date  of  transfer  to  such  transferee,  and  the  reports  and  other
information  concerning the Company which at the time of such transfer have been
filed by the  Company  with the SEC  pursuant  to the  1934  Act and  which  are
incorporated by reference in such prospectus as of the date of such transfer. If
such transfer is intended to assign the rights and obligations under Sections 5,
8, 9 and 10 of the Securities Purchase Agreement,  such transfer shall otherwise
be made in compliance with Section 10(j) of the Securities  Purchase  Agreement.
The Company  shall provide such  assistance  as reasonably  necessary to allow a
transfer of this Warrant.

     25.  Rule 144A  Information  Requirement.  Within the  period  prior to the
expiration  of the holding  period  applicable to sales hereof under Rule 144(k)
under the 1933 Act (or any  successor  provision),  the  Company  covenants  and
agrees that it shall, during any period in which it is not subject to Section 13
or 15(d) under the 1934 Act, make  available to the Holder and the holder of any
shares of Common Stock issued upon exercise of this Warrant which continue to be
Restricted  Securities in connection  with any sale thereof and any  prospective
purchaser of this Warrant from the Holder, the information  required pursuant to
Rule  144A(d)(4)  under the 1933 Act upon the  request of the Holder and it will
take such further action as the Holder may reasonably request, all to the extent
required  from time to time to enable  the Holder to sell this  Warrant  without
registration  under the 1933 Act within the limitation of the exemption provided
by Rule 144A, as Rule 144A may be amended from time to time. Upon the request of
the Holder,  the Company  will  deliver to the Holder a written  statement as to
whether it has complied with such requirements.

     26. Legend.  Unless  theretofore  registered for resale under the 1933 Act,
each  certificate for shares issued upon exercise of this Warrant shall bear the
following legend:

     The securities  represented by this  certificate  have not been  registered
     under  the  Securities  Act of 1933,  as  amended  (the  "1933  Act").  The
     securities  have  been  acquired  for  investment  and may  not be  resold,
     transferred  or  assigned  in  the  absence  of an  effective  registration
     statement for the  securities  under the 1933 Act, or an opinion of counsel

                                       13
<PAGE>


     reasonably satisfactory in form, scope and substance to the Company and its
     counsel that registration is not required under the 1933 Act.

     27.  Amendment;  Waiver.  This Warrant and any terms hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.

     28.  Miscellaneous.  This  Warrant  shall  be  construed  and  enforced  in
accordance  with and governed by the internal law of the State of New York.  The
headings,  captions  and footers 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.

     29.  Attorneys'  Fees. In any litigation,  arbitration or court  proceeding
between the Company and Holder relating  hereto,  the prevailing  party shall be
entitled to attorneys'  fees and expenses and all costs of proceedings  incurred
in enforcing this Warrant.


     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
on its behalf by one of its officers thereunto duly authorized.

Dated: March 29, 2005                   DIRECT INSITE CORP.


                                        By:
                                        Name:
                                        Title:


                                       14

<PAGE>

                                   ASSIGNMENT

     For value __________________hereby  sell(s), assign(s) and transfer(s) unto
________________________(Please   insert  social   security  or  other  Taxpayer
Identification Number of assignee: _____________________) the attached original,
executed  Warrant to purchase  share of Common Stock of Direct Insite  Corp.,  a
Delaware  corporation (the "Company"),  and hereby  irrevocably  constitutes and
appoints  ____________________________  attorney to transfer  the Warrant on the
books of the Company, with full power of substitution in the premises.

     In connection  with any transfer of the Warrant  within the period prior to
the  expiration  of the holding  period  applicable  to sales thereof under Rule
144(k) under the 1933 Act (or any successor  provision) (other than any transfer
pursuant to a registration  statement that has been declared effective under the
1933 Act), the undersigned confirms that such Warrant is being transferred:

[  ]  To the Company or a subsidiary thereof; or

[  ]  To a QIB pursuant to and in compliance with Rule 144A; or

[  ]  To an "accredited investor" (as defined in Regulation D under the 1933
      Act) pursuant to and in compliance with the 1933 Act; or

[  ]  Pursuant to and in compliance with Rule 144 under the 1933 Act;

and unless the box below is  checked,  the  undersigned  confirms  that,  to the
knowledge  of the  undersigned,  such  Warrant  is not being  transferred  to an
"affiliate" (as defined in Rule 144 under the 1933 Act) of the Company.

[  ]  The transferee is an affiliate of the Company.

     Capitalized  terms  used  in  this  Assignment  and  not  defined  in  this
Assignment shall have the respective meanings provided in the Warrant.


Dated:                          NAME: __________________________________



                                _________________________________________
                                              Signature(s)


<PAGE>

                                                        Exhibit 1

                              FORM OF SUBSCRIPTION

                              DIRECT INSITE CORP.

                   (To be signed only on exercise of Warrant)

TO:     Direct Insite Corp.
        80 Orville Drive
        Bohemia, New York 11716

        Attention:  Chief Executive Officer

        Facsimile No.: (631) _____________

     1. The undersigned Holder of the attached original, executed Warrant hereby
elects to exercise its purchase  right under such Warrant with respect to shares
(the "Exercise  Shares") of Common Stock,  as defined in the Warrant,  of Direct
Insite Corp., a Delaware corporation (the "Company").

     2. The undersigned Holder (check one):

     [ ] [ ] (a) elects to pay the Aggregate  Purchase  Price for such shares of
Common  Stock  (i) in  lawful  money of the  United  States  or by the  enclosed
certified or official bank check  payable in United States  dollars to the order
of the Company in the amount of $ , or (ii) by wire  transfer  of United  States
funds to the account of the Company in the amount of $ , which transfer has been
made before or  simultaneously  with the  delivery of this Form of  Subscription
pursuant to the instructions of the Company;

or

     [ ] [ ] (b) elects to receive  shares of Common  Stock having a value equal
to the value of the Warrant  calculated in  accordance  with Section 1(b) of the
Warrant.

     3.  Please  issue a stock  certificate  or  certificates  representing  the
appropriate  number of shares of Common Stock in the name of the  undersigned or
in such other name(s) as is specified below:

        Name:________________________________________

        Address: ____________________________________

                 ____________________________________

        Social Security or Tax Identification Number (if any):

                _____________________________________


Dated:________________  ______________________________________________
                        (Signature must conform to name of Holder as
                        specified on the face of the Warrant)

                        ______________________________________________

                        ______________________________________________
                                          Address