DRTE

RESTATED CERTIFICATE OF INCORPORATION
OF
DENDRITE INTERNATIONAL, INC.

FIRST: The name of the corporation is Dendrite International, Inc. (the
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"Corporation").

SECOND: The purpose for which the corporation is organized is to engage
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in any activity within the purposes for which corporations may be organized
under Title 14A, Corporations, General, of the New Jersey Statutes.

THIRD: The address of the Corporation's registered office is 1200 Mount
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Kemble Avenue, Morristown, New Jersey 07960, and the name of the Corporation's
registered agent at such address is John Edward Bailye.

FOURTH: The Corporation shall indemnify every corporate agent as defined
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in, and to the full extent permitted by, Section 14A:3-5 of the New Jersey
Business Corporation Act, and to the full extent otherwise permitted by law.

FIFTH: The number of directors constituting the present Board of
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Directors is five, and the names and addresses of the current directors are as
follows:

John Edward Bailye Ofer Nemirovsky
1200 Mount Kemble Avenue c/o Hancock Venture Partners
Morristown, NJ 07960 One Financial Center
Boston, MA 02111

G. Robert Marcus John Martinson
721 Route 202-206 997 Lennox Drive
P.O. Box 1018 Unit # 3
Somerville, NJ 08876 Lawrenceville, NJ 08648

Paul A. Margolis
95 Wells Avenue
Newton, MA 02159

SIXTH: The following is a statement of the designations and powers,
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preferences and rights, and the relative participating, optional or other
special rights, and the qualifications, limitations and restrictions granted to
or imposed upon the respective classes of shares of capital stock of the
Corporation or the holders thereof:

This Corporation is authorized to issue an aggregate of 60,000,000 shares,
which shall have no par value per share. Of these shares, 50,000,000 shall
be Common Stock, and 10,000,000 shares shall be preferred stock without
designation until further action by the Board of Directors as provided
below. The division of authorized shares of preferred stock into series,
the determination of the designation and the number of shares of any
series, the determination of the relative rights, preferences and
limitations of the shares of any series, and any or all of such divisions
and determinations, may be accomplished by an amendment to this Restated
Certificate of Incorporation authorized and approved by the Board of
Directors of the Corporation. The Board of Directors is authorized to
change the designation or number of shares, or the relative rights,
preferences and limitations of shares of any theretofore established series
no shares of which have been issued. Notwithstanding the foregoing, the
Board of Directors of the Company shall retain no authority hereafter,
absent an affirmative vote of the requisite majority of holders of Common
Stock and of holders of the requisite majority of other classes of stock of
the Company entitled to vote thereon, if any, to redesignate the 10,000,000
shares of preferred stock as stock of an undesignated class of stock or of
Common Stock.

SEVENTH: To the extent permitted by New Jersey law, no director or
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officer of the Corporation shall be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed to the Corporation or its
shareholders except that this Article shall not relieve a director or officer
from liability for any breach of duty based on an act or omission (a) in breach
of such person's duty of loyalty to the Corporation or its shareholders, (b) not
in good faith or involving a knowing violation of law or (c) resulting in
receipt of such person of an improper personal benefit.

EIGHTH: Pursuant to Subsection 14A:9-5(6) of the New Jersey Business
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Corporation Act, this Restated Certificate of Incorporation shall become
effective on the date of filing of this Restated Certificate of Incorporation in
the office of the Secretary of State.