DOCUMENT
CAPTURE TECHNOLOGIES, INC.

    


    August
3, 2009

    


    Mr.
Richard “Bo” Dietl

    One Penn
Plaza, 50th
Floor

    New York,
NY 10119

    


    Mr.
Daniel DelGiorno

    3880
Veterans Memorial Highway

    Suite
201

    Bohemia,
NY 11716

    


    Re:
Amendment to the July 15, 2008 Business Advisory and Consulting Agreement (the
“Agreement”)

    


    Dear
Messrs. Dietl and DelGiorno:

    


    Please
consider the following an addendum to the above referenced
Agreement.

    


    This
Amendment (“Amendment”) to the Agreement by and between Document Capture
Technologies, Inc. (the “Company”), Richard “Bo” Dietl and Daniel DelGiorno
(“Consultants”), dated July 15, 2008 is entered into effective as of the date
hereof, other than the specific amendments enumerated in the Amendment, all
other terms of the Consulting Agreement shall remain in the full force and
effect, and shall not be obviated or affected by this Amendment.

    


    Now
therefore, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:

    


    Section 7
is hereby replaced in its entirety to read as follows:

    


    “Compensation.    As
compensation for the services to be rendered by the Consultants to the Company
pursuant to Section 3 hereof, the Company shall pay the Consultants their fee
by: (i) the payment of $30,000 in cash on the date hereof; and (ii) issuance to
each Consultant of options to purchase 750,000 shares (for an aggregate total of
1,500,000) of the Company’s common stock exercisable for five years at $0.30 per
share pursuant to the terms and conditions of those certain option agreements
dated August 20, 2008 among the parties.  The options shall vest over
a four year period with 25% of such options vesting at the end of the first,
second, third and fourth years of the Agreement, however, in the event of a
change of control in the Company’s securities or assets pursuant to
introductions specifically made by Consultants to the Company, all of the
options shall immediately vest 100% in conjunction with such event.  A
change of control shall be defined as a change of ownership of 50% or more of
the Company’s securities, or voting control thereof, or a transfer of more than
50% of the Company’s tangible and/or intangible assets.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Of the
1,500,000 options, the Board of Directors will use their good faith efforts to
determine how many of such options shall be cancelled in exchange for the
payment of cash in accordance with (1) above and Consultant agrees to be bound
by the Board of Directors determination and to immediately thereafter return
such number of options for cancellation immediately upon the determination of
the Board of Directors without dispute thereof.”

    


    The
Amendment is agreed to and shall become effective as of the date first written
above.

    


    
      
        
          
            
              	
                      Very
      truly yours,

                    	 
	 
      	 
	
                      DOCUMENT
      CAPTURE

                    	 
	
                      TECHNOLOGIES,
      INC.

                    	 
	 
      	 
	
                      By:  

                    	
                      //s// David
      Clark

                    	 
	 
      	      
                      David
      Clark

                    	 
	 
      	      
                      Chief
      Executive Officer

                    	 


            

          

        

      

    

    


    
      
        	
                ACCEPTED
      AND AGREED TO

              
	
                AS
      OF THE DATE FIRST

              
	
                ABOVE
      WRITTEN:

              
	 
      
	
                //s// Richard Dietl

              
	
                Richard
      “Bo” Dietl, Individually

              
	 
      
	
                //s// Daniel DelGiorno

              
	
                Daniel
      DelGiorno

              


      

    

    


    [SIGNATURE
PAGE TO AMENDMENT DATED AUGUST 3, 2009]