**Exhibit10.49**

**AMENDMENT**

**THIS AMENDMENT**is made as of October 23, 2006 and amends the Employment Agreement dated as ofSeptember 26, 2000, and as amended as of February 25, 2005 and as of February13, 2006 (collectively the “Employment Agreement”) between **DENDRITEINTERNATIONAL, INC.**(“Dendrite”) and **NATASHAGIORDANO**(“Employee”).  Unlessdefined in this Amendment, capitalized terms used in the Amendment will havethe meaning set forth in the Employment Agreement.

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 28 is added to the Employment Agreementproviding as follows:

28.                                 **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 27(a) (the “Change in ControlSeverance Payment”) or 28(b) and Employee’s base salary through the date of hertermination.

(b)           IfEmployee’s employment hereunder is terminated by Dendrite for any reason otherthan death, Cause, or Disability, Employee shall be entitled to receive severancepayments of her monthly base salary for 12 months following her employmenttermination (calculated at the rate of base salary then being paid to Employeeas of the date of termination) and her Final Annual Target Bonus (as definedbelow in Section 28(e)).  The severancepayments to be paid to Employee under this Section 28(b) shall be referred toherein as the “Severance Payment.”  TheSeverance Payment shall be paid to Employee in twelve consecutive equal monthlypayments commencing in the payroll period following the date Employee signs theseparation agreement described in Section 28(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 28(b), she 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 her 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 she 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 27(a) and 28(b), 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 28(b), 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 she mayhave against 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 Sections 28(b).  Nothing hereinshall affect any of Employee’s obligations or Dendrite’s rights under thisAgreement.

(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 28 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 WITNESS WHEREOF, theparties have signed this Amendment as of the first date written above.
|            | **DENDRITE INTERNATIONAL, INC.** |
|------------|----------------------------------|
| ** ** |                             | ** ** |
|       | By:                              | /s/ Christine A. Pellizzari |
|       | Name:                            | Christine A. Pellizzari |
|       | Title:                           | Sr. Vice President, General Counsel |
|       |                             | and Secretary |
|       | Date:                            | November       , 2006 |
|       |                             |   |
|       |                             |   |
|       |                             | /s/ Natasha Giordano |
|       | Name:                            | Natasha Giordano |
|       | Date:                            | November       , 2006 |
|            |                                  |  |  |

 

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