**Exhibit10.39**

**AMENDMENT**

**THIS AMENDMENT** is made as ofMarch 1, 2007 and amends the Employment Agreement dated as of November 11, 2000as amended through February 13, 2006 (the “Employment Agreement”) between **DENDRITE INTERNATIONAL, INC.** (“Dendrite”) and **GARRY JOHNSON** (“Employee”). Unless defined in this Amendment, capitalized terms used in thisAmendment will have the meaning set forth in the Employment Agreement.

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

WHEREAS, the Compensation Committee of the Board hasdetermined it to be in the best interests of the Company and its shareholdersfor the Company to commit to certain executives of the Company facing potentialexcise tax liability, that certain payments shall be made in the event suchliability exists upon the consummation of any Change of Control;

NOW, THEREFORE, in consideration of the premises andmutual covenants contained in this Amendment, the Company and the Employeeagree as follows:

1.             Section 3A(c) ofthe Employment Agreement is restated in its entirety to provide as follows:

“(c)         Notwithstanding anything else herein tothe contrary, in the event that the Company’s certified public accountants (oranother of the “big four” certified public accounting firm, if the Company’scertified public accountants may not provide such service due to independenceor other considerations) (the “Accountants”) determine that any actual orpotential payment or distribution by the Company to or for the benefit of theEmployee (whether paid, payable, distributed or distributable to the Employee,whether under this Agreement or otherwise) (a “Payment”) would likely subjectthe Employee to the imposition of an excise tax under Section 4999 of the Code(or any similar successor provision) (“Section 4999”), then the Company shallpay to the Employee an amount (the “Tax Gross-Up Payment”), to be calculated bythe Accountants, designed and calculated to fully negate the tax impact of anyexcise tax and any potential interest or penalties related thereto and anyexpenses incurred attributable to any claim contest or notice of allegeddeficiency or alleged underpayment imposed (or to be imposed) upon the Employeeas a result of Section 4999.  Any suchTax Gross-Up Payment will take into account the federal, state and localincome, employment and excise tax consequences of the Tax Gross-Up Payment,including the additional impact of Section 4999 on the Tax Gross-Up Paymentitself.  The Employee shall be deemed topay federal, state and local taxes at the highest marginal rate of taxation forthe applicable calendar year.  Theestimated Tax Gross-Up Payment due the Employee with respect to any Paymentshall be paid to the Employee in a lump sum not later than thirty (30) businessdays after such Payment is provided to the Employee.  In the event that the Tax Gross-Up Payment isless than the amount actually due to the Employee under this Section 3A(c) theamount of any such shortfall, plus applicable additional interest or penaltiesrelated thereto and any expenses incurred attributable to any claim contest ornotice of alleged deficiency or alleged underpayment, shall be paid to theEmployee within ten (10) days after the existence of the shortfall isdiscovered.  In the event the TaxGross-Up Payment is more

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than the amountactually due the Employee under this Section 3A(c), the Employee shall repaythe amount of such overpayment to the Company within a reasonable time afterthe overpayment is discovered.”

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.** |
|------------|-----------------------------------|
| ** ** | ** **                        |
| ** ** | ** **                        |
| ** ** | /s/ Christine Pellizzari          |
| ** ** | Name:                             | Christine  Pellizzari |
| ** ** | Title:                            | Senior Vice  President, General Counsel and  Secretary |
| ** ** | ** **                        |
| ** ** | ** **                        |
| ** ** | /s/ Garry Johnson                 |
| ** ** | Garry Johnson                     |

** **

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