2010
STOCK OPTION PLAN


OF


DOCUMENT
CAPTURE TECHNOLOGIES, INC.





1.
            PURPOSES
      OF THE PLAN





The
purposes of the 2010 Stock Option Plan (the “Plan”) of Document Capture
Technologies, Inc., a Delaware corporation (the “Company”), are to:





(a)                 Encourage
selected employees, directors and consultants to improve operations and increase
profits of the Company;





(b)                 Encourage
selected employees, directors and consultants to accept or continue employment
or association with the Company or its Affiliates; and





(c)                 Increase
the interest of selected employees, directors and consultants in the Company's
welfare through participation in the growth in value of the common stock of the
Company (the “Shares”).





Options
granted under this Plan (“Options”) may be “incentive stock options” (“ISOs”)
intended to satisfy the requirements of Section 422 of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder (the “Code”), or
“non-qualified stock options” (“NQSOs”).





2.
            ELIGIBLE
      PERSONS





Every
person who at the date of grant of an Option is an employee of the Company or of
any Affiliate (as defined below) of the Company is eligible to receive NQSOs or
ISOs under this Plan.  Every person who at the date of grant is a
consultant to, or non-employee director of, the Company or any Affiliate (as
defined below) of the Company is eligible to receive NQSOs under this
Plan.  The term “Affiliate” as used in the Plan means a parent or
subsidiary corporation as defined in the applicable provisions (currently
Sections 424(e) and (f), respectively) of the Code.  The term
“employee” (within the meaning of Section 3401(c) of the Code) includes an
officer or director who is an employee of the Company.  The term
“consultant” includes persons employed by, or otherwise affiliated with, a
consultant.





3.
            STOCK
      SUBJECT TO THIS PLAN; MAXIMUM NUMBER OF
GRANTS





Subject
to the provisions of Section 6.1.1 of the Plan, the total number of Shares which
may be issued under Options granted pursuant to this Plan shall not exceed two
million (2,000,000) Shares. The Shares covered by the portion of any grant under
the Plan which expires unexercised shall become available again for grants under
the Plan.





4.
            ADMINISTRATION





(a)                 The
Plan shall be administered by either the Board of Directors of the Company (the
“Board”) or by a committee (the “Committee”) to which administration of the
Plan, or of part of the Plan, may be delegated by the Board (in either case, the
“Administrator”).  The Board shall appoint and remove members of such
Committee, if any, in its discretion in accordance with applicable laws. If
necessary in order to comply with Rule 16b-3 under the Exchange Act and Section
162(m) of the Code, the Committee shall, in the Board's discretion, be comprised
solely of “non-employee directors” within the meaning of said Rule 16b-3 and
“outside directors” within the meaning of Section 162(m) of the Code. The
foregoing notwithstanding, the Administrator may delegate nondiscretionary
administrative duties to such employees of the Company as it deems proper and
the Board, in its absolute discretion, may at any time and from time to time
exercise any and all rights and duties of the Administrator under the
Plan.





(b)                 Subject
to the other provisions of this Plan, the Administrator shall have the
authority, in its discretion: (i) to grant Options; (ii) to determine the fair
market value of the Shares subject to Options; (iii) to determine the exercise
price of Options granted; (iv) to determine the persons to whom, and the time or
times at which, Options shall be granted, and the number of shares subject to
each Option; (v) to interpret this Plan; (vi) to prescribe, amend, and rescind
rules and regulations relating to this Plan; (vii) to determine the terms and
provisions of each Option granted (which need not be identical), including but
not limited to, the time or times at which Options shall be exercisable; (viii)
with the consent of the optionee, to modify or amend any Option; (ix) to defer
(with the consent of the optionee) the exercise date of any Option; (x) to
authorize any person to execute on behalf of the Company any instrument
evidencing the grant of an Option; and (xi) to make all other determinations
deemed necessary or advisable for the administration of this
Plan.  The Administrator may delegate nondiscretionary administrative
duties to such employees of the Company as it deems proper.





(c)                 All
questions of interpretation, implementation, and application of this Plan shall
be determined by the Administrator.  Such determinations shall be
final and binding on all persons.





5.
            GRANTING
      OF OPTIONS; OPTION AGREEMENT





(a)                 No
Options shall be granted under this Plan after 10 years from the date of
adoption of this Plan by the Board.





(b)                 Each
Option shall be evidenced by a written stock option agreement, in form
satisfactory to the Administrator, executed by the Company and the person to
whom such Option is granted.





(c)                 The
stock option agreement shall specify whether each Option it evidences is an NQSO
or an ISO.





(d)                 Subject
to Section 6.3.3 with respect to ISOs, the Administrator may approve the grant
of Options under this Plan to persons who are expected to become employees,
directors or consultants of the Company, but are not employees, directors or
consultants at the date of approval, and the date of approval shall be deemed to
be the date of grant unless otherwise specified by the
Administrator.





6.
            TERMS
      AND CONDITIONS OF OPTIONS





Each
Option granted under this Plan shall be subject to the terms and conditions set
forth in Section 6.1.   NQSOs shall also be subject to the terms
and conditions set forth in Section 6.2, but not those set forth in Section 6.3.
ISOs shall also be subject to the terms and conditions set forth in Section 6.3,
but not those set forth in Section 6.2.





6.1                 Terms
and Conditions to Which All Options Are Subject.  All Options granted
under this Plan shall be subject to the following terms and
conditions:





6.1.1                    Changes
in Capital Structure.  Subject to Section 6.1.2, if the stock of the
Company is changed by reason of a stock split, reverse stock split, stock
dividend, or recapitalization, combination or reclassification, appropriate
adjustments shall be made by the Board in (a) the number and class of shares of
stock subject to this Plan and each Option outstanding under this Plan, and (b)
the exercise price of each outstanding Option; provided, however, that the
Company shall not be required to issue fractional shares as a result of any such
adjustments.  Each such adjustment shall be subject to approval by the
Board in its sole discretion.





6.1.2                    Corporate
Transactions.  In the event of the proposed dissolution or liquidation
of the Company, the Administrator shall notify each optionee at least 30 days
prior to such proposed action.  To the extent not previously
exercised, all Options will terminate immediately prior to the consummation of
such proposed action; provided, however, that the Administrator, in the exercise
of its sole discretion, may permit exercise of any Options prior to their
termination, even if such Options were not otherwise exercisable.  In
the event of a merger or consolidation of the Company with or into another
corporation or entity in which the Company does not survive, or in the event of
a sale of all or substantially all of the assets of the Company in which the
shareholders of the Company receive securities of the acquiring entity or an
affiliate thereof, all Options shall be assumed or equivalent options shall be
substituted by the successor corporation (or other entity) or a parent or
subsidiary of such successor corporation (or other entity); provided, however,
that if such successor does not agree to assume the Options or to substitute
equivalent options therefor, the Administrator, in the exercise of its sole
discretion, may permit the exercise of any of the Options prior to consummation
of such event, even if such Options were not otherwise exercisable.





6.1.3                    Time
of Option Exercise.  Subject to Section 5 and Section 6.3.4, Options
granted under this Plan shall be exercisable (a) immediately as of the effective
date of the stock option agreement granting the Option, or (b) in accordance
with a schedule as may be set by the Administrator (each such date on such
schedule, the “Vesting Base Date”) and specified in the written stock option
agreement relating to such Option. In any case, no Option shall be exercisable
until a written stock option agreement in form satisfactory to the Company is
executed by the Company and the optionee.





6.1.4                    Option
Grant Date.  The date of grant of an Option under this Plan shall be
the date as of which the Administrator approves the grant.





6.1.5                    Nontransferability
of Option Rights.  Except with the express written approval of the
Administrator which approval the Administrator is authorized to give only with
respect to NQSOs, no Option granted under this Plan shall be assignable or
otherwise transferable by the optionee except by will, by the laws of descent
and distribution or pursuant to a qualified domestic relations
order.  During the life of the optionee, an Option shall be
exercisable only by the optionee.





6.1.6                    Payment.  Except
as provided below, payment in full, in cash, shall be made for all stock
purchased at the time written notice of exercise of an Option is given to the
Company, and proceeds of any payment shall constitute general funds of the
Company.  The Administrator, in the exercise of its absolute
discretion, may authorize any one or more of the following additional methods of
payment:





(a)         Subject
to the discretion of the Administrator and the terms of the stock option
agreement granting the Option, delivery by the optionee of Shares already owned
by the optionee for all or part of the Option price, provided the fair market
value (determined as set forth in Section 6.1.10) of such Shares being delivered
is equal on the date of exercise to the Option price, or such portion thereof as
the optionee is authorized to pay by delivery of such stock; and





(b)         Subject
to the discretion of the Administrator, through the surrender of Shares then
issuable upon exercise of the Option, provided the fair market value (determined
as set forth in Section 6.1.10) of such Shares is equal on the date of exercise
to the Option price, or such portion thereof as the optionee is authorized to
pay by surrender of such stock.





6.1.7                    Termination
of Employment.  If for any reason other than death or permanent and
total disability, an optionee ceases to be employed by the Company or any of its
Affiliates (such event being called a “Termination”), Options held at the date
of Termination (to the extent then exercisable) may be exercised in whole or in
part at any time within three months of the date of such Termination, or such
other period of not less than 30 days after the date of such Termination as is
specified in the Option Agreement or by amendment thereof (but in no event after
the Expiration Date); provided, however, that if such exercise of the Option
would result in liability for the optionee under Section 16(b) of the Exchange
Act, then such three-month period automatically shall be extended until the
tenth day following the last date upon which optionee has any liability under
Section 16(b) (but in no event after the Expiration Date).  If an
optionee dies or becomes permanently and totally disabled (within the meaning of
Section 22(e)(3) of the Code) while employed by the Company or an Affiliate or
within the period that the Option remains exercisable after Termination, Options
then held (to the extent then exercisable) may be exercised, in whole or in
part, by the optionee, by the optionee's personal representative or by the
person to whom the Option is transferred by devise or the laws of descent and
distribution, at any time within twelve months after the death or twelve months
after the permanent and total disability of the optionee or any longer period
specified in the Option Agreement or by amendment thereof (but in no event after
the Expiration Date). For purposes of this Section 6.1.7, “employment” includes
service as a director or as a consultant.  For purposes of this
Section 6.1.7, an optionee's employment shall not be deemed to terminate by
reason of sick leave, military leave or other leave of absence approved by the
Administrator, if the period of any such leave does not exceed 90 days or, if
longer, if the optionee's right to reemployment by the Company or any Affiliate
is guaranteed either contractually or by statute.





6.1.8                    Withholding
and Employment Taxes.  At the time of exercise of an Option and as a
condition thereto, or at such other time as the amount of such obligations
becomes determinable (the “Tax Date”), the optionee shall remit to the Company
in cash all applicable federal and state withholding and employment
taxes.  Such obligation to remit may be satisfied, if authorized by
the Administrator in its sole discretion, after considering any tax, accounting
and financial consequences, by the optionee's (i) delivery of a promissory note
in the required amount on such terms as the Administrator deems appropriate,
(ii) tendering to the Company previously owned Shares or other securities of the
Company with a fair market value equal to the required amount, or (iii) agreeing
to have Shares (with a fair market value equal to the required amount) which are
acquired upon exercise of the Option withheld by the Company.





6.1.9                    Other
Provisions.  Each Option granted under this Plan may contain such
other terms, provisions, and conditions not inconsistent with this Plan as may
be determined by the Administrator, and each ISO granted under this Plan shall
include such provisions and conditions as are necessary to qualify the Option as
an “incentive stock option” within the meaning of Section 422 of the
Code.





6.1.10                  Determination
of Value.  For purposes of the Plan, the fair market value of Shares
or other securities of the Company shall be determined as follows:





(a)         Fair
market value shall be the closing price of such stock on the date before the
date the value is to be determined on the principal recognized securities
exchange or recognized securities market on which such stock is reported, but if
selling prices are not reported, its fair market value shall be the mean between
the high bid and low asked prices for such stock on the date before the date the
value is to be determined (or if there are no quoted prices for such date, then
for the last preceding business day on which there were quoted
prices).





(b)         In
the absence of an established market for the stock, the fair market value
thereof shall be determined in good faith by the Administrator, with reference
to the Company's net worth, prospective earning power, dividend-paying capacity,
and other relevant factors, including the goodwill of the Company, the economic
outlook in the Company's industry, the Company's position in the industry, the
Company's management, and the values of stock of other corporations in the same
or similar line of business.





6.1.11                  Option
Term.  Subject to Section 6.3.4, no Option shall be exercisable more
than 10 years after the date of grant, or such lesser period of time as is set
forth in the stock option agreement (the end of the maximum exercise period
stated in the stock option agreement is referred to in this Plan as the
“Expiration Date”).





6.2                 Terms
and Conditions to Which Only NQSOs Are Subject.  Options granted under
this Plan which are designated as NQSOs shall be subject to the following terms
and conditions:





6.2.1                    Exercise
Price.





(a)         Except
as set forth in Section 6.2.1(b), the exercise price of an NQSO shall be not
less than 85% of the fair market value (determined in accordance with Section
6.1.10) of the stock subject to the Option on the date of grant.





(b)         To
the extent required by applicable laws, rules and regulations, the exercise
price of a NQSO granted to any person who owns, directly or by attribution under
the Code (currently Section 424(d)), stock possessing more than ten percent of
the total combined voting power of all classes of stock of the Company or of any
Affiliate (a “Ten Percent Shareholder”) shall in no event be less than 110% of
the fair market value (determined in accordance with Section 6.1.10) of the
stock covered by the Option at the time the Option is granted.





6.3                 Terms
and Conditions to Which Only ISOs Are Subject. Options granted under this Plan
which are designated as ISOs shall be subject to the following terms and
conditions:





6.3.1                    Exercise
Price.





(a)         Except
as set forth in Section 6.3.1(b), the exercise price of an ISO shall be
determined in accordance with the applicable provisions of the Code and shall in
no event be less than the fair market value (determined in accordance with
Section 6.1.10) of the stock covered by the Option at the time the Option is
granted.





(b)         The
exercise price of an ISO granted to any Ten Percent Shareholder shall in no
event be less than 110% of the fair market value (determined in accordance with
Section 6.1.10) of the stock covered by the Option at the time the Option is
granted.





6.3.2                    Disqualifying
Dispositions.  If stock acquired by exercise of an ISO granted
pursuant to this Plan is disposed of in a “disqualifying disposition” within the
meaning of Section 422 of the Code (a disposition within two years from the date
of grant of the Option or within one year after the transfer such stock on
exercise of the Option), the holder of the stock immediately before the
disposition shall promptly notify the Company in writing of the date and terms
of the disposition and shall provide such other information regarding the Option
as the Company may reasonably require.





6.3.3                    Grant
Date.  If an ISO is granted in anticipation of employment as provided
in Section 5(d), the Option shall be deemed granted, without further approval,
on the date the grantee assumes the employment relationship forming the basis
for such grant, and, in addition, satisfies all requirements of this Plan for
Options granted on that date.





6.3.4                    Term.  Notwithstanding
Section 6.1.11, no ISO granted to any Ten Percent Shareholder shall be
exercisable more than five years after the date of grant.





7.
            MANNER
      OF EXERCISE





(a)                 An
optionee wishing to exercise an Option shall give written notice to the Company
at its principal executive office, to the attention of the officer of the
Company designated by the Administrator, accompanied by payment of the exercise
price and withholding taxes as provided in Sections 6.1.6 and 6.1.8. The date
the Company receives written notice of an exercise hereunder accompanied by
payment of the exercise price will be considered as the date such Option was
exercised.





(b)                 Promptly
after receipt of written notice of exercise of an Option and the payments called
for by Section 7(a), the Company shall, without stock issue or transfer taxes to
the optionee or other person entitled to exercise the Option, deliver to the
optionee or such other person a certificate or certificates for the requisite
number of shares of stock.  An optionee or permitted transferee of the
Option shall not have any privileges as a shareholder with respect to any shares
of stock covered by the Option until the date of issuance (as evidenced by the
appropriate entry on the books of the Company or a duly authorized transfer
agent) of such shares.





8.
            EMPLOYMENT
      OR CONSULTING RELATIONSHIP





Nothing
in this Plan or any Option granted hereunder shall interfere with or limit in
any way the right of the Company or of any of its Affiliates to terminate any
optionee's employment or consulting at any time, nor confer upon any optionee
any right to continue in the employ of, or consult with, the Company or any of
its Affiliates.





9.
            CONDITIONS
      UPON ISSUANCE OF SHARES





Shares
shall not be issued pursuant to the exercise of an Option unless the exercise of
such Option and the issuance and delivery of such shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended (the “Securities Act”).





10.
            NON-EXCLUSIVITY
      OF THE PLAN





The
adoption of the Plan shall not be construed as creating any limitations on the
power of the Company to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options other
than under the Plan.





11.
            AMENDMENTS
      TO PLAN





The Board
may at any time amend, alter, suspend or discontinue this Plan. Without the
consent of an optionee, no amendment, alteration, suspension or discontinuance
may adversely affect outstanding Options except to conform this Plan and ISOs
granted under this Plan to the requirements of federal or other tax laws
relating to incentive stock options.  No amendment, alteration,
suspension or discontinuance shall require shareholder approval unless (a)
shareholder approval is required to preserve incentive stock option treatment
for federal income tax purposes or (b) the Board otherwise concludes that
shareholder approval is advisable.





12.
            EFFECTIVE
      DATE OF PLAN; TERMINATION





This Plan
shall become effective upon adoption by the Board; provided, however, that no
Option shall be exercisable unless and until written consent of the shareholders
of the Company, or approval of shareholders of the Company voting at a validly
called shareholders' meeting, is obtained within twelve months after adoption by
the Board.  If such shareholder approval is not obtained within such
time, Options granted hereunder shall be of the same force and effect as if such
approval was obtained except that all ISOs granted hereunder shall be treated as
NQSOs. Options may be granted and exercised under this Plan only after there has
been compliance with all applicable federal and state securities
laws.  This Plan shall terminate within ten years from the date of its
adoption by the Board.