DENDRITE INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>5
<FILENAME>besharemp.htm
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<TITLE>
Beshar Employment Agreement
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<A NAME="EMPLOYMENT_AGREEMENT"></A>
<H2 ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EMPLOYMENT AGREEMENT</FONT></H2>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS AGREEMENT, dated
December&nbsp;10, 2001 between DENDRITE INTERNATIONAL, INC., a New Jersey
Corporation (&#147;Dendrite&#148;), having its principal place of business at
1200 Mt. Kemble Avenue, Morristown, New Jersey 07960, and LUKE BESHAR
(&#147;Employee&#148;), having an address at 12 Lorraine Road, Summit, New
Jersey 07901.</FONT> </P>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Dendrite, its affiliates,
and subsidiaries develop and own what is referred to as Territory Management
Systems and related hardware and equipment; </FONT></P>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Employee is or desires
to be employed by Dendrite and Dendrite desires to employ Employee; and</FONT></P>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Dendrite is willing to
provide certain confidential and proprietary information to Employee for the
limited purpose of enabling Employee to carry out duties in connection with his
employment by Dendrite. </FONT></P>

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<A NAME="RECITAL:"></A>
<H2 ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RECITAL:</FONT></H2>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE</B>, it is
agreed as follows: </FONT></P>

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<A NAME="A-1._EMPLOYMENT_AT_WILL"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>1. EMPLOYMENT
AT WILL</FONT></H2>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Dendrite hereby employs Employee,
and Employee hereby accepts such employment, as a Senior Vice President and
Chief Financial Officer of Dendrite. Dendrite hereby employs Employee as an
at-will employee. This employment may be terminated at any time for any reason
with or without cause by Dendrite. Employee agrees to provide two (2)
weeks&#146; notice to Dendrite before terminating his employment. </FONT></P>

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<A NAME="A-2._DUTIES"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>2. DUTIES</FONT></H2>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee shall perform those
duties as may from time to time be reasonably assigned to him and shall carry
out any assignments related to Dendrite or its affiliates as directed consistent
with his position as Chief Financial Officer of Dendrite. Employee shall report
to the Chief Executive Officer of Dendrite (currently John Bailye). Employee
shall devote his full time attention, energy, knowledge, skill and best efforts
solely and exclusively to the duties assigned to him which he shall faithfully
and diligently perform. Employee shall report to Dendrite as may be reasonably
required and will fully account for all records, data, materials or other
property belonging to Dendrite or its customers of which he is given custody.
Dendrite may, from time to time, establish rules and regulations and Employee
shall faithfully observe these in the performance of his duties. Employee shall
further comply with all policies and directives of Dendrite. </FONT></P>

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<A NAME="A-3._COMPENSATION"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>3. COMPENSATION</FONT></H2>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Dendrite shall pay Employee
for his services a base salary at a rate of $300,000 per annum to be paid on a
semi-monthly basis in accordance with Dendrite&#146;s regular payroll practices. </FONT></P>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Commencing on January 1, 2002,
Employee shall be eligible to receive an annual bonus (the &#147;Bonus&#148;)
with a target of $225,000, payable at the same time the Bonus is paid to other
similarly situated employees of Dendrite; provided, however, that the payment of
the Bonus is subject to: (a) Dendrite&#146;s achievement of annual financial
goals as set forth in the Board approved annual business plan, (b) such other
objectives as mutually agreed upon in writing, and (c) Employee remaining in the
employ of Dendrite as of the end of any such year. </FONT></P>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Pursuant to Dendrite&#146;s
1997 Stock Plan, as amended (the &#147;Stock Plan&#148;), upon the execution of
this Agreement, Dendrite shall give Employee an option to purchase 200,000
shares of the common stock of Dendrite. The price for such options shall be
determined by the Option Committee and Compensation Committee of the Board.
Employee&#146;s entitlement to such options shall be subject to (i) a four-year
vesting schedule, (ii) approval by the Board, which approval shall not be
unreasonably withheld, (iii) Employee&#146;s execution of a definitive option
agreement in form and substance satisfactory to Dendrite and (iv) in all
instances subject to the terms and conditions of the Stock Plan. Notwithstanding
anything to the contrary, in the event of a &#147;Change in Control&#148; (as
defined below), if Employee is not retained in a similar position or no similar
position is offered to Employee in the one year period following a &#147;Change
in Control,&#148; all of Employee&#146;s options previously granted to him at
the time of such event shall immediately vest. </FONT></P>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)      For purposes of this  Agreement,  "Change in  Control,"  means the  occurrence  of any one of the
following events:</FONT></P>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) any &#147;person&#148; (as
such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934
(the &#147;Exchange Act&#148;) and as used in Sections 13(d)(3) and 14(d)(2) of
the Exchange Act) is or becomes a &#147;beneficial owner&#148; (as defined in
rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
Dendrite representing 33% or more of the combined voting power of
Dendrite&#146;s then outstanding securities eligible to vote for the election of
the Board (the &#147;Dendrite Voting Securities&#148;); <U>provided</U>,
<U>however</U>, that the event described in this paragraph (i) shall not be
deemed to be a Change in Control by virtue of any of the following acquisitions:
(A) by Dendrite or any of its subsidiaries, (B) by any employee benefit plan
sponsored or maintained by Dendrite or any of its subsidiaries, (C) by any
underwriter temporarily holding securities pursuant to an offering of such
securities, (D) pursuant to a Non-Qualifying Transaction (as defined in
paragraph (iii)), (E) pursuant to any acquisition by Employee or any group of
persons including Employee or any entity controlled by Employee or such group
(&#147;Employee Holders&#148;), or (F) a transaction (other than one described
in paragraph (iii) below) in which Dendrite Voting Securities are acquired from
Dendrite, if a majority of the Board approves a resolution providing expressly
that the acquisition pursuant to this clause (F) does not constitute a Change in
Control under this paragraph (i). Notwithstanding the foregoing, a transaction
that would otherwise be considered a Change in Control but for the operation of
clauses D or F of this paragraph (i) will be deemed a Change in Control if John
Bailye immediately after the consummation of such a transaction is neither
Chairman, President or Chief Executive Officer (or holds a position comparable
to the foregoing positions) of Dendrite or any successor corporation to Dendrite
as a result of such Change in Control transaction;</FONT> </P>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) individuals who, on
Employee&#146;s first date of employment, constituted the Board (the
&#147;Incumbent Directors&#148;) cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to
such date, whose election or nomination for election was approved by a vote of
at least a majority of the Incumbent Directors then on the Board (either by a
specific vote or by approval of the proxy statement of Dendrite in which such
person is named as a nominee for director, without objection to such nomination)
shall be an Incumbent Director; <U>provided</U>, <U>however</U>, that no
individual elected or nominated as a director of Dendrite initially as a result
of an actual or threatened election contest with respect to directors or as a
result of any other actual or threatened solicitation of proxies or consents by
or on behalf of any person other than the Board shall be deemed to be an
Incumbent Director; </FONT></P>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) the consummation of a
merger, consolidation, share exchange or similar form of corporate
reorganization (other than a transaction with Employee, any group of persons
including Employee or any entity controlled by Employee or such a group of
persons) involving Dendrite or any of its subsidiaries that requires the
approval of Dendrite&#146;s stockholders whether for such transaction or the
issuance of securities in connection with the transaction or otherwise, (a
&#147;Business Combination&#148;), unless immediately following such Business
Combination: (A) more than 50% of the total voting power of (x) the corporation
resulting from such Business Combination (the &#147;Surviving
Corporation&#148;), or (y) if applicable, the ultimate parent corporation that
directly or indirectly has beneficial ownership of 100% of the voting securities
eligible to elect directors of the Surviving Corporation (the &#147;Parent
Corporation&#148;), is represented by Dendrite Voting Securities that were
outstanding immediately prior to the consummation of such Business Combination
(or, if applicable, is represented by shares into which such Dendrite Voting
Securities were converted pursuant to such Business Combination), and such
voting power among the holders thereof is in substantially the same proportion
as the voting power of such Dendrite Voting Securities among the holders thereof
immediately prior to the Business Combination, (B) no person (other than the
Employee Holders or any employee benefit plan sponsored or maintained by the
Surviving Corporation or the Parent Corporation), is or becomes the beneficial
owner, directly or indirectly, of 33% or more of the total voting power of the
outstanding voting securities eligible to elect directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation)
and (C) at least a majority of the members of the board of directors of the
Parent Corporation (or if there is no Parent Corporation, the Surviving
Corporation) were Incumbent Directors at the time of the Board&#146;s approval
of the execution of the initial agreement providing for such Business
Combination (any Business Combination which satisfies all of the criteria
specified in (A), (B) and (C) above shall be deemed to be a &#147;Non-Qualifying
Transaction&#148;); or </FONT></P>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)     the  stockholders  of  Dendrite  approve  a  sale  of all  or  substantially  all of the
Dendrite's assets.</FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" -->
<P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Notwithstanding the foregoing, a Change in Control of Dendrite
shall not be deemed to occur solely because any person acquires beneficial
ownership of more than 33% of Dendrite Voting Securities as a result of the
acquisition of Dendrite Voting Securities by Dendrite which, by reducing the
number of Dendrite Voting Securities outstanding, increases the percentage of
shares beneficially owned by such person; <U>provided</U> <U>that</U> if a
Change in Control of Dendrite would occur as a result of such an acquisition by
Dendrite (if not for the operation of this sentence), and after Dendrite&#146;s
acquisition such person becomes the beneficial owner of additional Dendrite
Voting Securities that increase the percentage of outstanding Dendrite Voting
Securities beneficially owned by such person, then a Change in Control of
Dendrite shall occur. </FONT></P>

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<A NAME="A-4._TERMINATION_SEVERANCE"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>4.
TERMINATION; SEVERANCE</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Upon Employee&#146;s
termination of employment by Dendrite for any reason other than termination by
Dendrite for Cause (as defined below), Disability (as defined below) or upon
Employee&#146;s death, Employee shall solely be entitled to (subject to any
applicable off-sets) applicable payments and benefits in Section 4(b) or 4(c),
his base salary through the date of his termination, and payment for any unused
but accrued vacation through the date of termination.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) If Employee&#146;s employment
is terminated for any reason other than death, Cause or Disability, the Employee
shall be entitled to receive severance payments in an aggregate amount equal to
the sum of twelve (12) months&#146; base salary (calculated at the rate of base
salary then being paid to Employee as of the date of termination). The severance
payments to be paid to Employee under this Section 4(b) shall be referred to
herein as the &#147;Severance Payment&#148;. Employee&#146;s Severance Payment
shall be paid by Dendrite in cash in consecutive equal monthly payments
commencing not later than thirty (30) days after the effective date of the
termination of Employee&#146;s employment. No interest shall accrue or be
payable on or with respect to any Severance Payment. In the event of a
termination of Employee&#146;s employment described in this Section 4(b),
Employee shall be provided continued &#147;COBRA&#148; coverage pursuant to
Sections 601 et seq. of ERISA under Dendrite&#146;s group medical and dental
plans. During the period which Employee receives the Severance Payment,
Employee&#146;s cost of COBRA coverage shall be paid by Dendrite, less the
employee contribution rate paid by active employees of Dendrite for the same
coverage under Dendrite&#146;s group health and dental plans. Notwithstanding
the foregoing, in the event Employee becomes re-employed with another employer
and becomes eligible to receive health coverage from such employer, the payment
of COBRA coverage by Dendrite as described herein shall cease. </FONT></P>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Employee may terminate his
employment and receive the Severance Payment and benefits under Section 4(b),
if, without Employee&#146;s express written consent, the occurrence of any of
the following events which is not corrected within ten (10) days following
written notice of such event given by Employee to Dendrite: (i) any requirement
of Dendrite that Employee be based anywhere other than Dendrite&#146;s current
executive offices; provided this subsection (i) shall not be triggered if such
executive offices are located within fifty (50) miles of its current location or
within the borough of Manhattan; (ii) a reduction in Employee&#146;s base salary
other than a proportional across-the-board reduction of base salary affecting
other senior executives of Dendrite; (iii) the assignment to Employee of any
duties or responsibilities materially and adversely inconsistent with
Employee&#146;s position (including any material reduction of such duties or
responsibilities) or (iv) a material and adverse change in Employee&#146;s
reporting responsibilities, titles or offices (other than membership on the
Board) with Dendrite, including but not limited to, not reporting to the Chief
Executive Officer of Dendrite. Employee must notify Dendrite of any event set
forth above within thirty (30) days following Employee&#146;s knowledge of its
existence or such event shall not trigger Employee&#146;s rights under this
Section 4(c). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) If Employee&#146;s employment
hereunder is terminated in the one year period following a Change in Control by
Employee for Good Reason (as defined below) or by Dendrite without Cause (as
defined below), the Employee shall be entitled to receive severance payments in
an aggregate amount equal to the sum of twelve (12) months base salary
(calculated at the rate of base salary then being paid to Employee as of the
date of termination). The severance payments to be paid to Employee under this
Section 4(d) shall be referred to herein as the &#147;Change in Control
Severance Payment&#148;. Employee&#146;s Change In Control Severance Payment
shall be paid by Dendrite in cash in twelve (12) consecutive equal monthly
payments commencing not later than thirty (30) days after the effective date of
the termination of Employee&#146;s employment. No interest shall accrue or be
payable on or with respect to any Severance Payment. In the event of a
termination of Employee&#146;s employment described in this Section 4(d),
Employee shall be provided continued &#147;COBRA&#148; coverage pursuant to
Sections 601 et seq. of ERISA under Dendrite&#146;s group medical and dental
plans. During the period which Employee receives the Change in Control Severance
Payment, Employee&#146;s cost of COBRA coverage shall be the same as the amount
paid by employees of Dendrite for the same coverage under Dendrite&#146;s group
health and dental plans. Notwithstanding the foregoing, in the event Employee
becomes re-employed with another employer and becomes eligible to receive health
coverage from such employer, the payment of COBRA coverage by Dendrite as
described herein shall cease. For purposes of clarification, Employee shall not
be entitled to payment and benefits under Sections 4(b), 4(c) and 4(d). </FONT></P>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) The making of any Severance
Payments under Sections 4(b), 4(c) or 4(d) hereunder is conditioned upon the
signing of a general release in a form substantially similar to the form
attached hereto as Exhibit A. In the event Employee breaches Sections 7, 8, 9,
11 or 12 of this Agreement, in addition to any other remedies at law or in
equity, Dendrite may cease making any severance payment or any payments for
COBRA coverage otherwise due under Sections 4(b), 4(c) or 4(d). Nothing herein
shall affect any of Employee&#146;s obligations or Dendrite&#146;s rights under
this Agreement.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) For purposes of this
Agreement, &#147;Cause&#148; as used herein shall mean (i) any gross misconduct
on the part of Employee with respect to his duties under this Agreement, which
is not cured (if curable) within 10 days after written notice of such gross
misconduct to Employee by Dendrite; (ii) any gross negligence on the part of
Employee with respect to his duties under this Agreement, which is not cured
within 10 days after written notice of such gross negligence to Employee by
Dendrite; (iii) the engaging by Employee in an indictable offense which relates
to Employee&#146;s duties under this Agreement or which is likely to have a
material adverse effect on the business of Dendrite, (iv) the commission by
Employee of any willful or intentional act which injures in any material respect
or could reasonably be expected to injure in any material respect the
reputation, business or business relationships of Dendrite, including without
limitation, a breach of Sections 6, 7, 8, 9, 11, 12 or 13 of this Agreement, or
(v) the engaging by Employee through gross misconduct in conduct which injures
materially or could reasonably be expected to injure materially the business or
reputation of Dendrite. </FONT></P>

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     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) For purposes of this
Agreement, &#147;Disabled&#148; as used herein shall have the same meaning as
that term, or such substantially equivalent term, has in any group disability
policy carried by Dendrite. If no such policy exists, the term
&#147;Disabled&#148; shall mean the occurrence of any physical or mental
condition which materially interferes with the performance of Employee&#146;s
customary duties in his capacity as an employee where such disability has been
in effect for a period of six (6) months (excluding permitted vacation time),
which need not be consecutive, during any single twelve (12) month period. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) For purposes of this
Agreement, &#147;Good Reason&#148; means, without Employee&#146;s express
written consent, the occurrence of any of the following events which is not
corrected within ten (10) days following written notice of such event given by
Employee to Dendrite:</FONT> </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) (A) the assignment to Employee
of any duties or responsibilities materially and adversely inconsistent with
Employee&#146;s position (including any material diminution of such duties or
responsibilities) or (B) a material and adverse change in Employee&#146;s
reporting responsibilities, titles or offices (other than membership on the
Board) with Dendrite, including but not limited to, not reporting to the Chief
Executive Officer of Dendrite. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
any material breach by Dendrite of Section 3 of this Agreement,</FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) the failure of Dendrite to
continue in effect any employee benefit plan, compensation plan, welfare benefit
plan or fringe benefit plan (such plans being referred to herein as
&#147;Welfare Plans&#148;) in which Employee is participating as of the
effective date of this Agreement (or as such benefits and compensation may be
increased from time to time), or the taking of any action by Dendrite which
would materially and adversely affect Employee&#146;s participation in or
materially reduce Employee&#146;s benefits under such Welfare Plans (other than
an across-the-board reduction of such benefits affecting senior executives of
Dendrite) unless (i) Employee is permitted to participate in other plans
providing Employee with substantially comparable benefits (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&#146;s compensation and benefits package), (iii) such failure or action
is taken at the direction of Employee or with his consent, or (iv) such failure
or action is required by law; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) the failure of Dendrite to
obtain the assumption of this Agreement from any successor in the event of a
sale of all or substantially all of the assets of Dendrite in one transaction or
a series of related transactions; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) any requirement of Dendrite
that Employee be based anywhere other than Dendrite&#146;s current executive
offices; provided it shall not constitute Good Reason if such executive offices
are located within thirty-five (35) miles of its current location or within the
borough of Manhattan.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Para Flush" -->
<P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Employee must notify Dendrite of any event constituting Good
Reason within ninety (90) days following Employee&#146;s knowledge of its
existence or such event shall not constitute Good Reason under this Agreement.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) In the event Employee
terminates his employment with Dendrite without Good Reason or Dendrite
terminates Employee&#146;s employment with Dendrite for &#147;Cause&#148; or
Employee&#146;s employment ends as a result of his death or becoming
&#147;Disabled,&#148; it is understood and agreed that Dendrite&#146;s only
obligation is to pay Employee any unused but accrued vacation days and his base
salary through the date of his termination, and provide him with an opportunity
to continue health coverage for himself and qualifying dependents under
Dendrite&#146;s group medical and health plans in accordance with COBRA.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-5._BENEFITS"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>5. BENEFITS</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Dendrite shall provide Employee:</FONT> </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)      <U>Vacation</U>.  Four weeks  vacation per annum in accordance  with Dendrite  policy in effect
from time to time.</FONT><P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) <U>Business Expenses</U>.
Reimbursement for all reasonable travel, entertainment and other reasonable and
necessary out-of-pocket expenses incurred by Employee in connection with the
performance of his duties. Reimbursement will be made upon the submission by the
Employee of appropriate documentation and verification of the expenses.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                  (iii)    Financial  Planning.  Reimbursement  of  financial  planning  of his choice in an amount
not to exceed $10,000 per annum in accordance with Dendrite's policy in effect from time to time.</FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)     Country  Club  Membership.   Dendrite  will  pay  Employee's   membership  fees  in  the
Fiddler's Elbow Country Club and entertainment expenses incurred by Employee on behalf of Dendrite.</FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) <U>Other</U>. Dendrite will
provide Employee other benefits to the same extent as may be provided to other
employees generally in accordance with Dendrite policy in effect from time to
time and subject to the terms and conditions of such benefit plans. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-6._BUSINESS_OPPORTUNITY"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>6. BUSINESS
OPPORTUNITY</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During Employee&#146;s employment
with Dendrite, Employee may acquire knowledge of business opportunities
pertaining to the business in which Dendrite or its affiliates are engaged.
Employee shall promptly disclose to Dendrite that business opportunity but shall
not disclose it to anyone else without Dendrite&#146;s written consent.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-7._DENDRITE_CONFIDENTIAL_INFORMATION"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>7. DENDRITE
CONFIDENTIAL INFORMATION</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Employee will, as a result of
his employment with Dendrite, acquire information which is proprietary and
confidential to Dendrite. This information includes, but is not limited to,
Dendrite&#146;s proprietary software, technical and commercial information,
instruction and product information, the design, &#147;look and feel,&#148;
navigation and capabilities of Dendrite&#146;s software and products,
Dendrite&#146;s proprietary training program methodology regarding the
utilization of electronic territory management software and associated customer
support services, Dendrite&#146;s methodology for promoting its products and
services to its clients, Dendrite&#146;s proprietary Graphic User Interface, the
navigational paths through which Dendrite&#146;s clients input and access
information stored in the proprietary software, the particularized needs and
demands of Dendrite&#146;s clients and the customizations Dendrite makes to its
proprietary software to meet those clients&#146; needs, financial arrangements,
salary and compensation information, competitive status, pricing policies,
knowledge of suppliers, technical capabilities, discoveries, algorithms,
concepts, software in any state of development, designs, drawings,
specifications, techniques, models, data, technical manuals, training guides and
manuals, research and development materials, processes, procedures, know-how and
other business affairs relating to Dendrite. Confidential information also
includes any and all technical information involving Dendrite&#146;s work.
Employee will keep all such information confidential and will not reveal it at
any time to any person or entity without the express written consent of
Dendrite. This obligation is to continue in force after employment terminates
for whatever reason. Notwithstanding the foregoing, Employee&#146;s obligations
hereunder shall not apply to information which: (i) is, or becomes, in the
public domain, unless this occurs through a breach of any of the obligations
hereunder, (ii) information in the possession of the Employee from a third party
source that is not in breach of any obligation owed to Dendrite; or (iii)
information required to be disclosed by law. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-8._CLIENT_CONFIDENTIAL_INFORMATION"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>8. CLIENT
CONFIDENTIAL INFORMATION</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Dendrite may, from time to time,
be furnished information and data which is proprietary and confidential to its
clients, customers or suppliers. Employee will not, at any time for any reason,
reveal any information provided by any of Dendrite&#146;s clients, customers or
suppliers to anyone, unless provided with prior written consent by Dendrite or
by the applicable client, customer or supplier. This obligation is to continue
in force after employment terminates for whatever reason. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-9._RETURN_OF_PROPERTY"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>9. RETURN OF
PROPERTY</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon termination of employment for
any reason or upon the request of Dendrite, Employee shall return to Dendrite
all property which Employee received, prepared or helped prepare in connection
with his employment including, but not limited to, all copies of any
confidential information or material, disks, notes, notebooks, blueprints,
customer lists or other papers or material in any tangible media or computer
readable form belonging to Dendrite or to any of its customers, clients and
suppliers. Employee will not retain any copies, duplicates, reproductions or
excerpts thereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-10._INVENTIONS"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>10. INVENTIONS</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All work performed by Employee and
all materials, products, deliverables, inventions, software, ideas, disclosures
and improvements, whether patented or unpatented, and copyrighted material made
or conceived by Employee, solely or jointly, in whole or in part, during the
term of Employee&#146;s employment by Dendrite which (i) relate to methods,
apparatus, designs, products, processes or devices sold, licensed, used or under
development by Dendrite, (ii) otherwise relate to or pertain to the present,
proposed or contemplated business, functions or operations of Dendrite, (iii)
relate to Dendrite actual or anticipated research or development, (iv) involve
the use of Dendrite&#146;s equipment, supplies or facilities, or (v) result from
access to any Dendrite assets, information, inventions or the like, are
confidential information, are the property of Dendrite and shall be deemed to be
a work made for hire. To the extent that title to any of the foregoing shall
not, by operation of law, vest in Dendrite, all right, title and interest
therein are hereby irrevocably assigned to Dendrite. Employee agrees to give
Dendrite or any person or entity designated by Dendrite reasonable assistance
required to perfect its rights therein. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If Employee conceives any idea,
makes any discovery or creates any invention within one (1) year after his
termination of employment with Dendrite that relate to any matters pertaining to
the business of Dendrite, it shall be deemed that it was conceived while in the
employ of Dendrite. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-11._RESTRICTION_ON_FUTURE_EMPLOYMENT"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>11.
RESTRICTION ON FUTURE EMPLOYMENT</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee acknowledges (i) the
highly competitive nature of the business and the industry in which Dendrite
competes; (ii) as Senior Vice President and Chief Financial Officer, he will
acquire and have access to confidential information as described in paragraph 7;
(iii) that as a key employee of Dendrite he has participated in and will
continue to participate in the servicing of current clients and/or the
solicitation of prospective clients, through which, among other things, Employee
has obtained and will continue to obtain knowledge of the &#147;know-how&#148;
and business practices of Dendrite, in which matters Dendrite has a substantial
proprietary interest; and (iv) that his employment hereunder requires the
performance of services which are special, unique, extraordinary and
intellectual in character, and his position with Dendrite placed and places him
in a position of confidence and trust with the clients and employees of
Dendrite. In the course of the Employee&#146;s employment with Dendrite,
Employee has and will continue to develop a personal relationship with the
clients of Dendrite and a knowledge of those clients&#146; affairs and
requirements, and that the relationship of Dendrite with their established
clientele will therefore be placed in Employee&#146;s hands in confidence and
trust. Employee consequently agrees that it is reasonable and necessary for the
protection of the confidential information, goodwill and business of Dendrite
that Employee makes the covenants contained herein and that Dendrite would not
have entered into this Agreement unless the covenants set forth in this
paragraph 10 were contained in this Agreement. Accordingly, Employee agrees that
during the period that he is employed by Dendrite and for a period of two (2)
years thereafter, he shall not, as an individual, employee, consultant, partner,
shareholder, or in association with any other person, business or enterprise,
except on behalf of Dendrite, directly or indirectly, and regardless of the
reason for his ceasing to be employed by Dendrite: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) perform services that compete
with the business or businesses conducted by Dendrite or any of its affiliates
or render services to any person or entity which competes with the business or
businesses conducted by Dendrite or any of its affiliates (or which business
Dendrite can at the time of Employee&#146;s termination of employment establish
it will likely conduct within one (1) year following the date of Employee&#146;s
termination); </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) attempt in any manner to
solicit or accept from any client business of the type performed by Dendrite or
to persuade any client to cease to do business or to reduce the amount of
business which any such client has customarily done or is reasonably expected to
do with Dendrite, whether or not the relationship between Dendrite and such
client was originally established in whole or in part through Employee&#146;s
efforts; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) employ, attempt to employ or
assist anyone else in employing any employee or contractor of Dendrite or induce
or attempt to induce any employee or contractor of Dendrite to terminate their
employment or engagement with Dendrite; or </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iv)     render to or for any client any services of the type rendered by Dendrite.</FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" -->
<P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As used in this paragraph 11, the term &#147;client&#148; shall
mean (1) anyone who is a client of Dendrite on the date of Employee&#146;s
termination or, if Employee&#146;s employment shall not have terminated, at the
time of the alleged prohibited conduct (any such applicable date being called
the &#147;Determination Date&#148;); (2) anyone who was a client of Dendrite at
any time during the one (1) year period immediately preceding the Determination
Date; (3) any prospective client to whom Dendrite had made a new business
presentation (or similar offering of services) at any time during the one (1)
year period immediately preceding the Determination Date; and (4) any
prospective client to whom Dendrite made a new business presentation (or similar
offering of services) at any time within six (6) months after the date of
Employee&#146;s termination (but only if the initial discussions between
Dendrite and such prospective client relating to the rendering of services
occurred prior to the date of Employee&#146;s termination, and only if Employee
actively participated in or supervised such discussions). For purposes of this
clause, it is agreed that a general mailing or an incidental contact shall not
be deemed a &#147;new business presentation or similar offering of
services&#148; or a &#147;discussion&#148;. In addition, if the client is part
of a group of companies which conducts business through more than one entity,
division or operating unit, whether or not separately incorporated (a
&#147;Client Group&#148;), the term &#147;client&#148; as used herein shall also
include each entity, division and operating unit of the Client Group where the
same management group of the Client Group has the decision making authority or
significant influence with respect to contracting for services of the type
rendered by Dendrite. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For a two (2) year period after
the termination of Employee&#146;s employment for any reason whatsoever,
Employee agrees to promptly notify Dendrite in writing the identity of all
subsequent employers. Employee agrees to provide such information as Employer
may from time to time request to determine Employee&#146;s employer. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-12._NON-DISPARAGEMENT"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>12.
NON-DISPARAGEMENT</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee agrees that he will not
at any time make any statement, observation or opinion, or communicate any
information (whether oral or written) that is likely to come to the attention of
any client or employee of Dendrite or any member of the media, which statement
is derogatory of or casts in a negative light Dendrite or its officers,
directors and employees and has a material adverse effect on such parties, or
otherwise engage in any activity which is inimical to the interests of Dendrite. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-13._OUTSIDE_CONTRACTING"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>13. OUTSIDE
CONTRACTING</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee shall not enter into any
agreements to provide programming or other services to any company, person or
organization outside of his employment by Dendrite (an &#147;Outside
Agreement&#148;) without the prior written express consent from Dendrite.
Employee must notify Dendrite of his intent to enter into an Outside Agreement
specifying therein the other party to such Outside Agreement and the type of
programming and/or services to be provided by Employee. Dendrite shall not
unreasonably withhold permission to Employee to enter into Outside Agreements
unless such Outside Agreements (i) are with competitors or potential competitors
of Dendrite, or (ii) as determined in Dendrite&#146;s sole discretion, shall
substantially hamper or prohibit Employee from satisfactorily carrying out all
duties assigned to Employee by Dendrite. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-14._AFTER-HOURS_DEVELOPMENT"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>14.
AFTER-HOURS DEVELOPMENT</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event that Employee shall
develop any software which, pursuant to Section 9 herein, is not the property of
Dendrite, Dendrite shall have a right of first refusal to publish and/or
purchase the rights to such software. Employee shall notify Dendrite of any such
after-hours development as soon as reasonably possible before or during the
development process including a description of the intended functions of the
after-hours development and the estimated date of completion.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-15._PRIOR_EMPLOYMENT"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>15. PRIOR
EMPLOYMENT</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee represents and warrants
that Employee has not taken or otherwise misappropriated and does not have in
Employee&#146;s possession or control any confidential and proprietary
information belonging to any of Employee&#146;s prior employers or connected
with or derived from Employee&#146;s services to prior employers. Employee
represents and warrants that Employee has returned to all prior employers any
and all such confidential and proprietary information. Employee further
acknowledges, represents and warrants that Dendrite has informed Employee that
Employee is not to use or cause the use of such confidential or proprietary
information in any manner whatsoever in connection with Employee&#146;s
employment by Dendrite. Employee agrees, represents and warrants that Employee
will not use such information. Employee shall indemnify and hold harmless
Dendrite from any and all claims arising from any breach of the representations
and warranties in this Section. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-16._REMEDIES"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>16. REMEDIES</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The parties agree that in the
event Employee breaches or threatens to breach this Agreement, money damages may
be an inadequate remedy for Dendrite and that Dendrite will not have an adequate
remedy at law. It is understood, therefore, that in the event of a breach or
threatened breach of this Agreement by Employee, Dendrite shall have the right
to obtain from a court of competent jurisdiction restraints or injunctions
prohibiting Employee from breaching or threatening to breach this Agreement. In
that event, the parties agree that Dendrite will not be required to post bond or
other security. It is also agreed that any restraints or injunctions issued
against Employee shall be in addition to any other remedies which Dendrite may
have available to it.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-17._APPLICABLE_LAW"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>17. APPLICABLE
LAW</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be governed
by and construed in accordance with the laws of the State of New Jersey without
regard to the conflicts of laws. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-18._NOTICES"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>18. NOTICES</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event any notice is
required to be given under the terms of this Agreement, it shall be delivered in
the English language, in writing, as follows: </FONT></P>
<TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="600">
<TR VALIGN="BOTTOM">
     <TH COLSPAN="2"><FONT FACE="Times New Roman, Times, Serif" SIZE="-1"></FONT></TH>
     <TH COLSPAN="2"><FONT FACE="Times New Roman, Times, Serif" SIZE="-1"></FONT></TH></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="62%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="-1">If to Employee:</FONT></TD>
     <TD WIDTH="2%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="-1">&nbsp;</FONT></TD>
     <TD WIDTH="34%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="-1"></FONT></TD>
     <TD WIDTH="2%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="-1">&nbsp;</FONT></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;Luke M. Beshar<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;
12 Lorraine Road<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;Summit, New Jersey 07901</FONT></TD>
</TR>
</TABLE>
<BR>
<BR>
<TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="600">
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="-1">If to Dendrite:<BR>
</FONT></TD><TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="-1">&nbsp;</FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="-1"></FONT></TD>
<TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="-1">&nbsp;</FONT></TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attn:  General Counsel<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Dendrite International, Inc.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1200 Mount Kemble Drive<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Morristown, New Jersey 07960</FONT></TD>
<TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="-1">&nbsp;</FONT></TD></TR>
</TABLE>



<!-- MARKER FORMAT-SHEET="Para Flush" -->
<P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>or to such other address as either party may have furnished to
the other in writing in accordance herewith, except that notices of changes of
address shall be effective only upon receipt. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-19._NON-ASSIGNABILITY"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>19.
NON-ASSIGNABILITY</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee&#146;s rights or
obligations under the terms of this Agreement or of any other agreement with
Dendrite may not be assigned. Any attempted assignment will be void as to
Dendrite. Dendrite may, however, assign its rights to any affiliated or
successor entity, except that the scope of Section 11 shall remain limited to
its scope prior to any such assignment.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-20._BINDING_AGREEMENT"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>20. BINDING
AGREEMENT</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be binding
upon and inure to the benefit of Employee&#146;s heirs and personal
representatives and to the successors and assigns of Dendrite.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-21._INTEGRATION"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>21. INTEGRATION</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement sets forth the
entire agreement between the parties hereto and fully supersedes any and all
prior negotiations, discussions, agreements or understandings between the
parties hereto pertaining to the subject matter hereof. No representations, oral
or otherwise, with respect to the subject matter of this Agreement have been
made by either party.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-22._WAIVER"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>22. WAIVER</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may not be modified
or waived except by a writing signed by both parties. No waiver by either party
of any breach by the other shall be considered a waiver of any subsequent breach
of the Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-23._ARBITRATION"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>23. ARBITRATION</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) If any dispute arises between
Employee and Dendrite that the parties cannot resolve themselves, including any
dispute over the application, validity, construction, or interpretation of this
Agreement, arbitration in accordance with the then-applicable rules of the
American Arbitration Association shall provide the exclusive remedy for
resolving any such dispute, regardless of its nature; provided, however, that
Dendrite may enforce Employee&#146;s obligations under Sections 6 through 13
hereof by an action for injunctive relief and damages in a court of competent
jurisdiction at any time prior or subsequent to the commencement of an
arbitration proceeding as herein provided.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) This Section 23 shall apply to
claims arising under state and federal statutes, local ordinances, and the
common law. The arbitrator shall apply the same substantive law that a court
with jurisdiction over the parties and their dispute would apply under the terms
of this Agreement. The arbitrator&#146;s remedial authority shall equal the
remedial power that a court with jurisdiction over the parties and their dispute
would have. The arbitrator shall, upon an appropriate motion, dismiss any claim
brought in arbitration if he or she determines that the claim could not properly
have been pursued through court litigation. If the then-applicable rules of the
American Arbitration Association conflict with the procedures of this Section
23, the latter shall apply. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) If the parties cannot agree
upon an arbitrator, the parties shall select a single arbitrator from a list of
seven arbitrators provided by the Somerset, New Jersey office of the American
Arbitration Association. All seven listed arbitrators shall be retired judges
experienced in employment law and/or persons actively involved in hearing
private cases. If the parties cannot agree on selecting an arbitrator from that
list, then the parties shall alternately strike names from the list, with the
first party to strike being determined by lot. After each party has used three
strikes, the remaining name on the list shall be the arbitrator.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Each party may be represented
by counsel or by another representative of the party&#146;s choice, and each
party shall pay the costs and fees of its counsel or other representative and
its own filing or administrative fees. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) The arbitrator shall render an
award and opinion in the form typical of those rendered in labor arbitrations,
and that award shall be final and binding and non-appealable. To the extent that
any part of this Section 23 is found to be legally unenforceable for any reason,
that part shall be modified or deleted in such a manner as to render this
Section 23 (or the remainder of this Section) legally enforceable and as to
ensure that except as provided in clause (b) of this Section 23, all conflicts
between Dendrite and Employee shall be resolved by neutral, binding arbitration.
The remainder of this Section 23 shall not be affected by any such modification
or deletion but shall be construed as severable and independent. If a court
finds that the arbitration procedures of this Section 23 are not absolutely
binding, then the parties intend any arbitration decision to be fully admissible
in evidence, given great weight by any finder of fact, and treated as
determinative to the maximum extent permitted by law. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) Unless the parties agree
otherwise, any arbitration shall take place in Newark, New Jersey in such
location as agreed to by Dendrite and Employee. If the parties cannot agree upon
a location for the arbitration, the arbitrator shall determine the location
within the State of New Jersey. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(g)</B>
 <B>Employee has read
and understands this Section 23 which discusses arbitration. Employee
understands that by signing this Agreement, Employee agrees to submit any claims
arising out of, relating to, or in connection with this Agreement, or the
interpretation, validity, construction, performance, breach or termination
thereof, or his employment or the termination thereof, to binding arbitration,
and that this arbitration provision constitutes a waiver of Employee&#146;s
right to a jury trial and relates to the resolution of all disputes relating to
all aspects of the employer/employee relationship, including but not limited to
the following:</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i)</B> <B>Any and all claims
for wrongful discharge of employment, breach of contract, both express and
implied; breach of the covenant of good faith and fair dealing, both express and
implied; negligent or intentional infliction of emotional distress; negligent or
intentional misrepresentation; negligent or intentional interference with
contract or prospective economic advantage; and defamation;</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ii)</B> <B>Any and all claims
for violation of any federal. state or municipal statute, including, without
limitation, Title VII of the Civil Rights Act of 1964, as amended, the Civil
Rights Act of 1991, the Equal Pay Act, the Employee Retirement Income Security
Act, as amended, the Age Discrimination in Employment Act of 1967, the Americans
with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the
Fair Labor Standards Act, the New Jersey Family Leave Act, the New Jersey
Conscientious Employee Protection Act and the New Jersey Law Against
Discrimination; and</B></FONT> </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iii)</B> <B>Any and all claims
arising out of any other federal, state or local laws or regulations relating to
employment or employment discrimination.</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(h)</B> <B>Employee (i)
understands that other options such as federal and state administrative remedies
and judicial remedies exist and (ii) knows that by signing this Agreement those
remedies are forever precluded and that regardless of the nature of
Employee&#146;s complaint, Employee knows that it can only be resolved by
arbitration.</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-24._SEVERABILITY"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>24.
SEVERABILITY</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If any provision of this Agreement
shall be declared invalid or illegal for any reason whatsoever, then
notwithstanding such invalidity or illegality, the remaining terms and
provisions of this Agreement shall remain in full force and effect in the same
manner as if the invalid or illegal provision had not been contained herein.
Moreover, if any one or more of the provisions contained in this Agreement is
held to be excessively broad as to duration, scope, activity or subject, such
provisions will be construed by limiting and reducing them so as to be
enforceable to the maximum extent compatible with applicable law. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<A NAME="A-25._JURISDICTION"></A>
<H2 ALIGN=LEFT><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>25.
JURISDICTION</FONT></H2>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The State of New Jersey shall have
exclusive jurisdiction to entertain any legal or equitable action with respect
to Sections 6-13 of this Agreement except that Dendrite may institute any such
suit against the Employee in any jurisdiction in which the Employee may be at
the time. In the event suit is instituted in New Jersey, it is agreed that
service of summons or other appropriate legal process may be effected upon any
party by delivering it to the address in this Agreement specified for that party
in Section 18. </FONT></P>





<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the
parties have signed this Agreement as of the first date written above.</FONT> </P>


<!-- MARKER FORMAT-SHEET="Signature (Single)" -->
<TABLE WIDTH=600 CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>DENDRITE INTERNATIONAL, INC.</B><BR><BR>
<BR>By:&nbsp;&nbsp;CHRISTINE A. PELLIZZARI<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
<BR><BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;LUKE M. BESHAR<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EMPLOYEE<BR><BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12/10/01<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>Date</FONT></TD>
</TR>
</TABLE>
<BR>





<!-- *************************************************************************** -->
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<HR SIZE=5 COLOR=GRAY NOSHADE>




<!-- MARKER FORMAT-SHEET="Head Major" -->
<A NAME="Exhibit_A"></A>
<H1 ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit A</FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major" -->
<A NAME="FORM_OF_SEVERANCE_AGREEMENT_AND_GENERAL_RELEASE"></A>
<H1 ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM OF SEVERANCE AGREEMENT AND GENERAL RELEASE</FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Center 10" -->
<P ALIGN=CENTER><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>(subject to
modification by virtue of applicable chances of law) </FONT></P>


<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Severance Agreement and
General Release (the &#147;Agreement&#148;) confirms the following
understandings and agreements between <B>DENDRITE INTERNATIONAL, INC.</B>
(&#147;Employer&#148;), and __________ (&#147;Employee&#148;) concerning
Employee&#146;s employment and termination thereof </FONT></P>

     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.       <B><U>Employment Status</U>:</B></FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Employee&#146;s last date of
employment with Employer pursuant to the Employment Agreement by and between
Employee and Employer dated as of _______ (the &#147;Employment Agreement&#148;)
or otherwise will be _________ (the &#147;Termination Date&#148;). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Employee will be paid his/her
salary through the Termination Date in accordance with normal payroll practices.
Employee will also be paid for any unused accrued vacation days, less applicable
withholding taxes. Employee expressly forfeits any rights he/she may have to any
unvested stock options under the Dendrite International, Inc. 1997 Stock
Incentive Plan, as amended, or otherwise. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Except as otherwise set forth
in this Agreement, from and after the Termination Date, Employee shall not be
entitled to receive any further compensation or monies from Employer or to
receive any benefits or participate in any benefit plan or program of Employer,
including but not limited to, the Employer&#146;s 401(k) Plan and Stock Purchase
Plan. Notwithstanding the foregoing, or any other provision of this Agreement,
Employee will retain any rights that he has to vested benefits under the
Dendrite&#146;s 401(k) Plan. </FONT></P>

     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         2.       <B><U>Severance</U>:</B>  Provided Employee complies with his/her  obligations under this Agreement,  including
but not limited to his/her obligations under paragraph 5, Employee shall be entitled to severance as follows:</FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Commencing on the Termination
Date and continuing for a period of ____________ thereafter (the &#147;Severance
Period&#148;), Employer will continue to pay Employee his/her base salary of
$_______, less applicable withholding taxes (the &#147;Severance
Payments&#148;). The Severance Payments will be paid to Employee in accordance
with the Employer&#146;s normal payroll policies. The first severance payment
will be made in the next payroll period following the Effective Date (as defined
in paragraph 8).</FONT> </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Employee&#146;s health
coverage under the Employee&#146;s group plan will terminate on the Termination
Date. Thereafter, Employee will be provided an opportunity to continue such
coverage under the Employer&#146;s group health plan in accordance with the
Consolidated Omnibus Budget Reconciliation Act (&#147;COBRA). Provided Employee
elects COBRA coverage, during the Severance Period, Employee&#146;s cost of
COBRA coverage shall be the same as the amount paid by employees of the Employer
for the same coverage under the Employer&#146;s group health and dental plans.
Notwithstanding the foregoing, in the event Employee becomes re-employed with
another employer and becomes eligible to receive health coverage from such
employer, the payment of COBRA coverage by the Employer as described in this
paragraph 2(b) shall cease. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. <B><U>Full Release</U>:</B> In
consideration of the compensation and benefits provided in paragraph 2 herein,
Employee, for himself/herself, his/her heirs, executors, administrator,
successors, and assigns (hereinafter referred to as the &#147;Releasors&#148;)
hereby fully releases and discharges Employer, and its subsidiaries, parents,
affiliates, successors or assigns together with their respective officers,
directors, employees, agents, insurers, underwriters (all such persons, firms,
corporations and entities being deemed beneficiaries hereof and are referred to
herein as the &#147;Releasees&#148;), from any and all actions, causes of
action, claims, obligations, costs, losses, liabilities, damages,
attorneys&#146; fees, and demands of whatsoever character, whether or not known,
suspected or claimed, which the Releasors have, or hereafter may have, against
the Releasees by reason of any matter, fact or cause whatsoever from the
beginning of time to the Effective Date of this Agreement, including, without
limitation, all claims arising out of or in any way related to Employee&#146;s
employment or the termination of his/her employment.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement of Employee shall
be binding on the executors, heirs, administrators, successors and assigns of
Employee and shall inure to the benefit of the respective executors, heirs,
administrators, successors and assigns of the Releasees. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4. <B><U>Confidentiality</U>:</B>
Employee agrees that the terms of this Agreement have been and shall be held
strictly confidential by him/her and his/her attorneys and accountants, and that
he/she shall not, and shall instruct his/her attorneys and accountants not to
disclose any such information, orally or in writing, to anyone else, including
without limitation, any past, present or future employee or agent of the
Employer. Employee recognizes that, in the event he/she or his/her attorneys
disclose any information contrary to the confidentiality provisions of this
Agreement, any such disclosure would be a material breach of the Agreement for
which the Employer shall be entitled to cease making any payments or providing
any benefits under paragraph 2 of this Agreement, recover payments made under
paragraph 2 of this Agreement, in addition to its other remedies in law, equity,
and under this Agreement. The foregoing shall not prohibit disclosure (i) as may
be ordered by any regulatory agency or court or as required by other lawful
process, or (ii) as may be necessary for the prosecution of claims relating to
the performance or enforcement of this Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5. <B><U>Return of
Property</U>:</B> Employee represents that he/she has returned to Employer all
property which Employee received, prepared or helped to prepare in connection
with his employment including, but not limited to, all confidential information
and all disks, notes, notebooks, blueprints, customer lists or other papers or
material in any tangible media or computer readable form belonging to Employer
or any of its customers, clients or suppliers, Employee represents he/she has
not retained any copies, duplicates or excerpts of any of the foregoing
materials. If Employee fails to comply with his/her obligations under this
paragraph 5, Employer will have no obligation to provide severance payments or
benefits pursuant to paragraph 2. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.
<B><U>Non-Disparagement</U>:</B> Employee agrees that he will not at any time
make any statement, observation or opinion, or communicate any information
(whether oral or written) that is likely to come to the attention of any client
or employee of Dendrite or any member of the media, which statement is
derogatory of or casts in a negative light Dendrite or its officers, directors
and employees and has a material adverse effect on such parties, or otherwise
engage in any activity which is inimical to the interests of Dendrite. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7. <B><U>No Effect on Duties,
Obligations or Restrictions Contained in Employment Agreement</U>:</B> This
Agreement does not amend, modify, waive or affect in any way Employee&#146;s
duties, obligations or restrictions under Sections 6, 7, 8, 9, 10, 11, 12, 15,
16, 17, 18, 19, 20, 21, 22, 23, and 24 of the Employment Agreement. Such
Sections are hereby incorporated by reference and Employee agrees to abide by
such provisions. </FONT></P>

     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         8.       <B><U>Releasees&#146;  Express  Denial of Liability</U>:</B>
  The payment by the  Releasees of the amount  specified
herein  above shall not be deemed an  admission  that any  liability of the  Releasees  exists,  and in making such
payment Releasees do not admit, and expressly deny, any liability.</FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9. <B><U>Waiver of Rights Under
Other Statutes</U>:</B> Employee understands that this Agreement includes the
waiver of claims and rights Employee may have under other applicable statutes,
including without limitation, Title VII of the Civil Rights Act of 1964; the
Civil Rights Act of 1991; the Employee Retirement Income Security Act; the Equal
Pay Act; the Rehabilitation Act of 1973; the Americans with Disabilities Act;
the Age Discrimination in Employment Act; the Family and Medical Leave Act; the
New Jersey Family Leave Act; the New Jersey Law Against Discrimination; the Fair
Labor Standards Act; the New Jersey Wage and Hour Act; and/or the New Jersey
Conscientious Employee Protection Act, and any and all amendments to any of
same. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10. <B><U>Waiver of Rights Under
the Age Discrimination Act</U>:</B> Employee understands that this Agreement,
and the release contained herein, waives claims and rights Employee might have
under the Age Discrimination in Employment Act (&#147;ADEA&#148;). The monies
and other benefits offered to Employee in this Agreement are in addition to any
sums or benefits that Employee would be entitled without signing this Agreement.
For a period of seven (7) days following execution of this Agreement, Employee
may revoke the terms of this Agreement by a written document received by
Employer on or before the end of the seven (7) day period (the &#147;Effective
Date&#148;). The Agreement will not be effective until said revocation period
has expired. Employee acknowledges that he/she been given up to twenty-one (21)
days to decide whether to sign this Agreement. Employee has been advised to
consult with an attorney prior to executing this Agreement.</FONT> </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11. <B><U>No Suit</U>:</B>
Employee represents that he/she not filed or permitted to be filed against the
Employer or any of the other Releasees, individually or collectively, any
lawsuits, and he/she covenants and agrees that he/she will not do so at any time
hereafter with respect to the subject matter of this Agreement and claims
released pursuant to this Agreement, except as may be necessary to enforce this
Agreement or to challenge the validity of the release of his/her rights under
the ADEA. Except as otherwise provided in the preceding sentence, Employee will
not voluntarily participate in any judicial proceeding against any of the
Releasees that in any way involve the allegations and facts that he/she could
have raised against any of the Releasees in any forum as of the date hereof.
Employee agrees that he/she will not encourage or cooperate with any other
current or former employee of Employer or any potential plaintiff to commence
any legal action or make any claim against the Employer or against the Releasees
in respect of such persons employment with the Employer or otherwise. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12. <B><U>Remedies</U>:</B> In the
event Employee breaches any of the provisions of this Agreement (and in addition
to any other legal or equitable remedy it may have), the Employer shall be
entitled to cease making any payments or providing any benefits under paragraph
2 of this Agreement, recover any payments made under paragraph 2 (except two
weeks), and recover the reasonable costs and attorneys&#146; fees incurred in
seeking relief for any such alleged breach. The remedies set forth in this
paragraph 12 shall not apply to any challenge to the validity of the waiver and
release of Employee&#146;s rights under the ADEA. In the event Employee
challenges the validity of the waiver and release of his/her rights under the
ADEA, then Employer&#146;s right to attorney&#146;s fees and costs shall be
governed by the provisions of the ADEA, so that Employer may recover such fees
and costs if the lawsuit is brought by Employee in bad faith. Nothing herein
shall affect in any way any of Employee&#146;s obligations under this Agreement,
including, but not limited to, his/her release of claims under paragraphs 3, 9
and 10. Employee further agrees that nothing in this Agreement shall preclude
Employer from recovering attorneys&#146; fees, costs or any other remedies
specifically authorized under applicable law. </FONT></P>

     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.      <B><U>Entire  Agreement</U>:</B>  Except as otherwise set forth herein,  this  Agreement  sets forth the entire
agreement  between the parties  relating to the subject  matter  hereof.  This  Agreement may not be changed orally
but changed only in a writing signed by both parties.</FONT></P>

     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.      <B><U>Miscellaneous</U>:</B></FONT></P>

     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)      This Agreement shall be governed
in all respects by laws of the State of New Jersey.</FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) In the event that any one or
more of the provisions of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby. Moreover, if any
one or more of the provisions contained in this Agreement is held to be
excessively broad as to duration, scope, activity or subject, such provisions
will be construed by limiting and reducing them so as to be enforceable to the
maximum extent compatible with the applicable law. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The paragraph headings used in
this Agreement are included solely for convenience and shall not affect or be
used in connection with the interpretation of this Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Employee represents that in
executing this Agreement, he/she has not relied upon any representation or
statement, whether oral or written, not set forth herein. </FONT></P>





<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS THEREOF</B>,
Employer and Employee have executed this Severance Agreement and General Release
on this ___ day of __________, 2001. </FONT></P>

<!-- MARKER FORMAT-SHEET="Signature (Single)" -->
<TABLE WIDTH=600 CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>DENDRITE INTERNATIONAL, INC.</B><BR><BR>
<BR>By: <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
<BR><BR>Date:  <BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;
</FONT></TD>
</TR>
</TABLE>
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