**Exhibit10.38**

**AMENDMENT**

**THIS AMENDMENT** is made as ofOctober 23, 2006 and amends the Employment Agreement dated as of November 10,2000, and as amended as of February 13, 2006 (collectively the “EmploymentAgreement”) between **DENDRITE INTERNATIONAL,INC.**(“Dendrite”) and **GARRY JOHNSON**(“Employee”).  Unless defined in this Amendment, capitalizedterms used in this Amendment will have the meaning set forth in the EmploymentAgreement.

WHEREAS,the Company and the Employee are parties to the Employment Agreement and wishto amend the Employment Agreement; and

WHEREAS,the Company considers it essential to the best interests of its shareholders tofoster the continuous employment of key management;

NOWTHEREFORE, in consideration of the premises and mutual covenants contained inthis Amendment, the Company and the Employee agree as follows:

1.             A new Section 3(b) is added to theEmployment Agreement providing as follows:

3B.          **SEVERANCE**

(a)           If Employee’semployment hereunder is terminated by Dendrite for any reason other thantermination by Dendrite for Cause, Disability or upon Employee’s death,Employee shall solely be entitled to (subject to any applicable off-sets)applicable payments and benefits in Sections 3A (the “Change in ControlSeverance Payment”) or 3B and Employee’s base salary through the date of histermination.

(b)           IfEmployee’s employment hereunder is terminated by Dendrite for any reason otherthan death, Cause, or Disability, Employee shall be entitled to receiveseverance payments of his monthly base salary for 12 months following hisemployment termination (calculated at the rate of base salary then being paidto Employee as of the date of termination) and his Final Annual Target Bonus(as defined below in Section 3B(e)).  Theseverance payments to be paid to Employee under this Section 3B shall bereferred to herein as the “Severance Payment.” The Severance Payment shall be paid to Employee in twelve consecutiveequal monthly payments commencing in the payroll period following the dateEmployee signs the separation agreement described in Section 3B(d) below.  No interest shall accrue or be payable on orwith respect to any Severance Payment. In the event of a termination of Employee’s employment described in thisSection 3B, he shall be provided continued “COBRA” coverage pursuant toSections 601 et seq. of ERISA under Dendrite’s group health plan.  During the period which Employee receives theSeverance Payment, his cost of COBRA coverage shall be the same as the amountpaid by employees of Dendrite for the same coverage under Dendrite’s grouphealth plan.  Notwithstanding theforegoing, in the event Employee becomes re-employed with another employer andbecomes eligible to receive health coverage from such employer, the payment ofCOBRA coverage by Dendrite as described herein shall cease.  Employee agrees to notify Dendrite of anyfull-time employment that he begins while receiving the Severance Payment.

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(c)            Forpurposes of clarification, under no circumstances is Employee entitled toreceive payments under both Sections 3A and 3B, and Employee will not beentitled to any other severance payments from Dendrite.

(d)           The making of anySeverance Payments, and the provision of benefits under Section 3B, isconditioned upon the signing of a general release in form and substancesatisfactory to Dendrite under which Employee releases Dendrite and itsaffiliates together with their respective officers, directors, shareholders,employees, agents and successors and assigns from any and all claims he may haveagainst them.  In the event Employeebreaches any provisions of Sections 5 through 11 of the Employment Agreement,in addition to any other remedies at law or in equity, Dendrite may ceasemaking any Severance Payment and any payments for COBRA coverage otherwise dueunder Section 3B.  Nothing herein shallaffect any of Employee’s obligations or Dendrite’s rights under this Agreement.

(e)           FinalAnnual Target Bonus means the annual target bonus established for Employee inthe fiscal year in which Employee’s employment terminates, or, if the annualtarget bonus has not been established for Employee in such fiscal year, thenthe annual target bonus for the prior fiscal year shall be used.

(f)            Notwithstandingthe foregoing, any payments under this Section 3B may be delayed, for no morethan six (6) months following termination of Employee’s employment, pursuant toSection 409A of the Internal Revenue Code (the “Code”), and, to the extent thatany delay in any Severance Payment is attributable to Code Section 409A,interest on such Severance Payment shall accrue from the date otherwisescheduled for such payment under the terms of this Amendment until the date ofactual payment at an annual rate of six percent (6%).

2.             Exceptas expressly modified by this Amendment, all of the terms and conditions of theEmployment Agreement shall remain in full force and effect.

IN WITNESSWHEREOF, the parties have signed this Amendment as of the first date writtenabove.

**DENDRITE INTERNATIONAL, INC.**
|        | By:    | /s/ Christine A. Pellizzari                       |
|--------|--------|---------------------------------------------------|
|   | Name:  | Christine A. Pellizzari                           |
|   | Title: | Sr. Vice President, General Counsel and Secretary |
|   | Date:  | November     , 2006           |
|   |   |                                              |
|   |   | /s/ Garry  Johnson                                |
|   | Name:  |  Garry Johnson                               |
|   | Date:  | November     , 2006           |

 

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