**Exhibit10.74**

**AMENDMENT**

**THIS AMENDMENT** is made as of February28, 2007 and amends the Employment Agreement dated as of June 15, 1995, asamended by the Amendments dated as of March 2, 1998 and July 16, 2003, (together,the “Employment Agreement”) by and between **DENDRITE ITALIA S.r.l.**(“Dendrite”) including its predecessor companies and **MARIO MAURI**(“Employee”).  Unless defined in thisAmendment, capitalized terms used in this Amendment will have the meaning setforth in the Employment Agreement.

WHEREAS,Dendrite and Employee are parties to the Employment Agreement and wish to amendthe Employment Agreement; and

WHEREAS,the Company considers it essential to the best interests of the shareholders ofDendrite International, Inc., Dendrite’s parent company, to foster thecontinuous employment of key management; and

WHEREAS,the Compensation Committee of the Board of Directors of Dendrite International,Inc. recognizes that, as is the case with many publicly held corporations, thepossibility of a Change of Control always exists and that such possibility, andthe uncertainty it may raise among management, may result in the departure ordistraction of key management personnel, to the detriment of the Company andits shareholders; and

WHEREAS,the Compensation Committee has determined that appropriate steps should betaken to reinforce and encourage the continued attention and dedication of keymembers of the Company’s management, including the Employee, to their assignedduties without distraction in the face of potentially disturbing circumstancesarising from the possibility of any such Change of Control;

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

1.             The Employment Agreement is amendedby adding the following new Section 3A following the end of Section 3:

“**3A. ****CHANGE IN CONTROL**

(a)           Notwithstanding any other provisionof this Employment Agreement, the following severance payment only applies inthe event of a Change in Control.  IfEmployee’s employment is terminated within one (1) year following a Change inControl (i) by Dendrite for any reason other than death, Cause, or Disabilityor (ii) by Employee for Good Reason, the Employee shall be entitled to receivea lump sum indemnity severance payment equal to the sum of twenty-four (24)months base salary (calculated at the highest base salary rate in effect duringthe 12 month period preceding the termination of employment) plus two (2) timesthe Employee’s target bonus.  Theseverance payment to be paid to Employee under this Section 3A is referred toas the “Change in Control Severance Payment”. Employee’s Change In Control Severance Payment shall be paid by Dendrite- upon the conditions described under Section 3A(b) of this 

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Employment Agreement - incash not later than twenty (20) days after the formalization of the generalrelease as provided under Section 3A(b). No interest shall accrue or be payable on or with respect to any Changein Control Severance Payment, except only as otherwise expressly set forth inthis Amendment.

If Employee’semployment is terminated by Dendrite as described in this Section 3A, inaddition to the above Change in Control Severance Payment, Employee will beentitled also to receive Employee’s target bonus for the year in whichemployment is so terminated, assuming such bonus has not previously been paid, whichwill be pro-rated to reflect the percentage of days of the year during which Employeeperformed services for Dendrite and which shall also be considered to be aChange in Control Severance Payment.

In the event of a Change in Control all stock optionsand restricted stock or other outstanding equity awards granted to Employee byDendrite will immediately vest and all contractual sale conditions will belifted.

In the event Employee is entitled to the Change inControl Severance Payment as set forth in this Section 3A, Employee shall notbe entitled to any other severance payments, including any indemnity underapplicable legislation and under the National Collective Agreement applied,from Dendrite, under this Employment Agreement or otherwise.

(b)           The making of any Change in ControlSeverance Payment under this Employment Agreement is conditioned upon thesigning of a general release pursuant to section 2113 of the Italian Civil Codeduly formalized in front of the Labor Office or the Trade Unions according tosection 410 and/or 411 of the Italian Code of Civil procedure in form andsubstance satisfactory to Dendrite under which Employee releases Dendrite andits affiliates together with their respective officers, directors,shareholders, employees, agents and successors and assigns from any and allclaims Employee may have against them (“Release”). Nothing herein shall affectany of the Employee’s obligations or Dendrite’s rights under this EmploymentAgreement.  In the event Employee doesnot sign a Release, he shall not be entitled to any Change in ControlSeverance Payment under this Employment Agreement and instead shall be entitledto such severance and other payments he would be entitled to receive, ifany, under applicable legislation.

3.             For purposes of this Section 3A of the EmploymentAgreement, “target bonus” means the annual target bonus established for theEmployee for the fiscal year in which the Employee’s employment terminates, orif the annual target bonus has not been established for the Employee for suchfiscal year, then the annual target bonus for the prior fiscal year shall beused; *provided that*, in connection with aChange in Control Severance Payment, in no event shall target bonus be lessthan the annual target bonus most recently established for the Employee priorto the occurrence of the Change in Control.

4.             Certain capitalized terms used herein are defined inAppendix A attached hereto.

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

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**IN WITNESS WHEREOF,**theparties have signed this Amendment as of the first date written above.
|            | **DENDRITE  ITALIA S.r.l.**     |
|------------|---------------------------------|
| ** ** | ** **                      |
|       | /s/ Dario  Ghoddousi            |
|       | Name: Dario  Ghoddousi          |
|       | Title:  Administratore Delegato |
|       |                            |
|       |                            |
|       | /s/ Mario Mauri                 |
| ** ** | **MARIO  MAURI**                |

 

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**APPENDIXA**

1.             “Change in Control” shall mean theoccurrence of any one of the following events with reference to DendriteInternational Inc. (hereinafter, for purposes of this Section 1 of Appendix A only,“Dendrite”):

(i)            any “person” (as such term isdefined in Section 3(a) (9) of the Securities and Exchange Act of 1934, asamended (the “Exchange Act”), and as used in Sections 13(d) (3) and 14 (d) (2)of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities ofDendrite representing 33-1/3% or more of the combined voting power of Dendrite’sthen outstanding securities eligible to vote for the election of the Board (the“Dendrite Voting Securities”); provided, however, that the event described inthis paragraph (i) shall not be deemed to be a Change in Control by virtue ofany of the following acquisitions: (A) by Dendrite or any subsidiary, (B) byany employee benefit plan sponsored or maintained by Dendrite or anysubsidiary, (C) by any underwriter temporarily holding securities pursuant toan offering of such securities, (D) pursuant to a Non—Control Transaction (asdefined in paragraph (iii)), or (E) a transaction (other than one described in(iii) below) in which Dendrite Voting Securities are acquired from Dendrite, ifa majority of the Incumbent Board (as defined below) approves a resolutionproviding expressly that the acquisition pursuant to this clause (E) does notconstitute a Change in Control under this paragraph (i);

(ii)           individuals who, on the effectivedate of this Agreement, constitute the Board (the “Incumbent Board”) cease forany reason to constitute at least a majority thereof, provided that any personbecoming a director subsequent to the Effective Date, whose election ornomination for election was approved by a vote of at least two—thirds of thedirectors comprising the Incumbent Board (either by a specific vote or byapproval of the proxy statement of Dendrite in which such person is named as anominee for director, without objection to such nomination) shall be considereda member of the Incumbent Board; provided, however, that no individualinitially elected or nominated as a director of Dendrite as a result of anactual or threatened election contest with respect to directors or any otheractual or threatened solicitation of proxies or consents by or on behalf of anyperson other than the Board shall be deemed to be a member of the IncumbentBoard;

(iii)          the shareholders of Dendrite approve amerger, consolidation, share exchange or similar form of corporatereorganization of Dendrite or any such type of transaction involving Dendriteor any of its subsidiaries (whether for such transaction or the issuance ofsecurities in the transaction or otherwise) (a “Business Combination”), unlessimmediately following such Business Combination: (A) more than 50% of the totalvoting power of the publicly traded corporation resulting from such BusinessCombination (including, without limitation, any corporation which directly orindirectly has beneficial ownership of 100% of Dendrite Voting Securities orall or substantially all of the assets of Dendrite and its subsidiaries)eligible to elect directors of such corporation would be represented by sharesthat were Dendrite Voting Securities immediately prior to such BusinessCombination (either by remaining outstanding or being converted), and suchvoting power would be in substantially the same proportion as the voting powerof such Dendrite Voting Securities 

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immediately prior to theBusiness Combination, (B) no person (other than any publicly traded holdingcompany resulting from such Business Combination, any employee benefit plansponsored or maintained by Dendrite (or the corporation resulting from suchBusiness Combination), or any person which beneficially owned, immediatelyprior to such Business Combination, directly or indirectly, 33-1/3% or more ofDendrite Voting Securities (a “Dendrite 33-1/3% Stockholder”)) would become thebeneficial owner, directly or indirectly, of 33-1/3% or more of the totalvoting power of the outstanding voting securities eligible to elect directorsof the corporation resulting from such Business Combination and no Dendrite33-1/3% Stockholder would increase its percentage of such total voting power,and (C) at least a majority of the members of the board of directors of thecorporation resulting from such Business Combination would be members of theIncumbent Board at the time of the Board’s approval of the execution of theinitial agreement providing for such Business Combination (a “Non-ControlTransaction”); or

(iv)          the shareholders of Dendrite approve aplan of complete liquidation or dissolution of Dendrite or the sale ordisposition of all or substantially all of Dendrite’s assets.

Notwithstandingthe foregoing, a Change in Control of Dendrite shall not be deemed to occursolely because any person acquires beneficial ownership of more than 33-1/3% ofDendrite Voting Securities as a result of the acquisition of Dendrite VotingSecurities by Dendrite which, by reducing the number of Dendrite VotingSecurities outstanding, increases the percentage of shares beneficially ownedby such person; provided, that if a Change in Control of Dendrite would occuras a result of such an acquisition by Dendrite (if not for the operation ofthis sentence), and after Dendrite’s acquisition such person becomes thebeneficial owner of additional Dendrite Voting Securities that increases thepercentage of outstanding Dendrite Voting Securities beneficially owned by suchPerson then a Change in Control of Dendrite shall occur.

2.              “Cause” is defined as just causeaccording to section 2119 of the Italian Civil Code and as used herein shallmean, for example but not limited to (i) any gross misconduct on the part ofEmployee with respect to his duties under this Agreement, (ii) the engaging byEmployee in an indictable offense which relates to Employee’s duties under thisAgreement or which is likely to have a material adverse effect on the businessof Dendrite, (iii) the commission by Employee of any willful or intentional actwhich injures in any material respect or could reasonably be expected to injurein any material respect the reputation, business or business relationships ofDendrite, including without limitation, a breach of any of his covenants or agreementsof this Agreement, or (iv) the engaging by Employee through gross negligence inconduct which injures materially or could reasonably be expected to injurematerially the business or reputation of Dendrite.

3.              “Good Reason” is defined as resignationby the Executive for just cause according to section 2119 of the Italian CivilCode and as used herein shall mean, without Employee’s express written consent,concurrently with or within one (1) year following a 

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“Change in Control”(as defined above), the occurrence of any of the following events which is notcorrected within ten (10) days following notice of such event given by Employeeto Dendrite:

(i)            the assignment to Employee of anyduties or responsibilities materially and adversely inconsistent with Employee’sposition (including any material diminution of such duties or responsibilities)or a material and adverse change in Employee’s reporting responsibilities,titles or offices with Dendrite;

(ii)           any material breach by Dendrite ofthis Agreement with respect to the making of any compensation payments;

(iii)          any requirement of Dendrite thatEmployee be based anywhere other than in a thirty-five (35) mile radius of theDendrite office Employee is based in on the date of consummation of the Changein Control;

(iv)          the failure of Dendrite to continue ineffect any employee benefit plan, compensation plan, welfare benefit plan orfringe benefit plan (such plans being referred to herein as “Welfare plans”) inwhich Employee is participating as of the effective date of this Agreement (oras such benefits and compensation may be increased from time to time) or thetaking of any action by Dendrite which would materially and adversely affectEmployee’s participation in or materially reduce Employee’s benefits under suchWelfare Plans (other than an across-the-board reduction of such benefitsaffecting senior executives of Dendrite) unless (i) Employee is permitted toparticipate in other plans providing Employee with substantially comparablebenefits (at substantially comparable cost with respect to the Welfare Plans),(ii) any such Welfare Plan does not provide material benefits to Employee(determined in relation to Employee’s compensation and benefits package), (iii)such failure or action is taken at the direction of Employee or with hisconsent, or (iv) such failure or action is required by law; or

(v)           the failure of Dendrite to obtain anagreement from a successor employer to assume Dendrite’s obligations under thisAgreement in the event of a “Change in Control”.

Employee mustnotify Dendrite of any event constituting Good Reason within ninety (90) daysfollowing Employee’s knowledge of its existence, it being understood thatEmployee’s failure to do so shall deem such event not to constitute GoodReason.

4.              “Disabled” shall mean theoccurrence of any physical or mental condition which materially interferes withthe performance of Employee’s customary duties in his capacity as an employee accordingto the provisions of the Italian law.

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