DOCUMENT
CAPTURE TECHNOLOGIES, INC.

    


    April
29, 2010

    


    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 #2 to the July 15, 2008 Business Advisory and Consulting Agreement
(the “Agreement”) and Amendment #1 thereto dated August 3, 2009 (“Amendment
#1”))

    


    Dear
Messrs. Dietl and DelGiorno:

    


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

    


    This
Amendment #2 (“Amendment #2”) to the Agreement by and between Document Capture
Technologies, Inc. (the “Company”), Richard “Bo” Dietl and Daniel DelGiorno
(“Consultants”), dated July 15, 2008 and Amendment #1 dated August 3, 2009
thereto, is entered into effective as of the date hereof, other than the
specific amendments enumerated in this Amendment #2, all other terms of the
Agreement and Amendment #1 shall remain in full force and effect, and shall not
be obviated or affected by this Amendment #2.

    


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

    


    Section 3
shall remain in full force and effect and Section 3 H. below shall be in
addition to the existing Section 3:

    


    “H.  Consultants will
work with the Company to structure and implement a marketing program designed to
create extensive financial market and investor awareness for the Company to
drive long-term shareholder support.  The core drivers of the program
will be to provide information to potential
institutional and retail investors about the
Company and its business and stimulate interest in investment in the
Company’s stock through a proactive sales and marketing program emphasizing
technology-driven communications and awareness through radio and television
appearances and leveraging the Company’s image to attract additional long term
investors and to create additional opportunities for the Company.

    


    Consultants
will work in conjunction with the Company’s management, securities counsel,
investment bankers, auditors and marketing director, and under supervision of
executive management.”


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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

    


    “Compensation.    (a)
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 (all of
which has previously been paid); 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 (all of which have previously been
issued).  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 date 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.

    


    (b)  For
the additional investor relations services (“IR Services”) to be performed by
the Consultants in accordance with the terms of Section 3 H. of the Agreement,
the Consultants shall be granted options to purchase an aggregate of 1,500,000
shares 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 April __, 2010 among the parties (1,000,000 options to be issued to Mr.
Dietl and 500,000 options to be issued to Mr. DelGiorno).  The options
shall vest over a two year period with 50% of such options vesting at the end of
the first and second 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.”

    


    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    This
Amendment #2 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 #2 DATED APRIL 29, 2010]