Term of Employment

Exhibit 10.36

                                                     February 1, 2006

James D. Dee
157 Pheasant Fields Lane
Moorestown, NJ 08057

Dear Jim:

            C&D   Technologies,   Inc., a Delaware   corporation   (the   "Company"),
wishes to   continue   to employ   you in an   executive   capacity   and the   Company
desires to encourage such employment by providing certain protections for you by
entering   into   this   Agreement   with you,   in return   for which you agree to be
employed by the Company on the terms set forth   herein,   to refrain from certain
competitive   activity and to provide the Company with   certain   assurances   upon
your departure.   In consideration of same, the Company agrees to employ you, and
you agree to accept such employment, under the following terms and conditions:

            1. Term of Employment.   Your   employment   under this Agreement shall
continue in effect   until either party shall give to the other party at least 30
days' prior written   notice (or such other notice period as may be   specifically
provided   for in   this   Agreement)   of the   termination   of   this   Agreement   (a
"Termination   Notice"),   or until it is terminated in accordance with Section 8.
If a Termination Notice is given by either party the Company shall,   without any
liability to you, have the right,   exercisable   at any time after such notice is
sent to elect any other   person to the   office or   offices in which you are then
serving and to remove you from such office or offices.   The period   during which
you are employed under this Agreement is hereafter referred to as the "Term."

            2. Compensation and Benefits.

            (a) During the Term,   you shall receive a salary for   performance of
your   obligations   under this Agreement at an initial rate of $250,000 per year,
payable in such manner as is consistent with the Company's payroll practices for
executives   and subject to increase   (but not decrease   unless such   decrease is
applied at the same time to all   executive   officers of the Company and does not
exceed   10% of   such   Base   Salary)   by   the   Board   of   Directors   in its   sole
discretion. Such salary, as it may be adjusted from time to time, is hereinafter
referred to as the "Base Salary."

            (b) During the Term,   you shall have the   benefit of and be entitled
to   participate   in such employee   benefit plans and programs,   including   life,
disability and medical insurance,   savings,   retirement and other similar plans,
as the Company now has or   hereafter   may   establish   from time to time,   and in
which   you are   entitled   to   participate   pursuant   to the terms   thereof.   The
foregoing,   however,   shall not be construed to require the Company to establish
any such plans or to prevent the Company from modifying or terminating   any

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such plans, and no such action or failure thereof shall affect this Agreement.

            (c) During the Term, you shall be entitled (i) to participate in the
Company's Management   Incentive   Compensation Plan or any successor thereto each
year in   accordance   with   criteria   and for   amounts   approved   by the Board of
Directors, except as may otherwise be delegated to the Compensation Committee or
other relevant committee, and (ii) to be granted options to acquire stock of the
Company   or   other   equity   awards,   to the   extent   (if   any)   approved   by the
Compensation   Committee or the relevant   committee,   under the   Company's   stock
option or equity   incentive   plans in effect from time to time (all such options
and equity awards,   "Awards").   Without limiting the foregoing, you shall have a
minimum targeted bonus for each fiscal year of 35% of your Base Salary (with the
actual   payment of any bonus being   dependent   on your   achievement   of targeted
objectives except as otherwise set forth in this Agreement).   Each of the actual
annual   bonuses paid to you each year is   hereinafter   referred to as an "Annual
Bonus."

            (d) You shall be   entitled to payments   and   benefits in   connection
with a Change of Control   Termination   (as   defined in Exhibit A hereto)   and to
certain   additional   payments if you are subjected to the federal   excise tax on
excess parachute payments, as more fully set forth in Exhibit A.

            (e) You shall be entitled to four weeks of   vacation   each   calendar
year during the Term.

            (f) The   Company   will   provide   you at its   expense   with an annual
physical examination each year during the Term.

            3. Duties.

            (a) During the Term,   you shall serve and the Company   shall   employ
you as the Vice   President,   General   Counsel   and   Corporate   Secretary   of the
Company,   with such executive duties and   responsibilities   consistent with such
positions   and   stature as the Chief   Executive   Officer of the Company may from
time to time determine.   Your duties may be changed at any time and from time to
time hereafter, upon mutual agreement,   consistent with the office or offices in
which you serve as   deemed   necessary   by the   Chief   Executive   Officer   of the
Company.   You shall report to, and act under the general direction of, the Chief
Executive   Officer of the Company.   You shall use your best efforts to carry out
the instructions of the Chief Executive   Officer of the Company.   You also agree
to perform such other services and duties   consistent with the office or offices
in which you are   serving   from time to time and those   responsibilities   as may
from time to time be   prescribed   by the Board of   Directors.   You also agree to
serve as an officer   and/or   director of the Company and/or any of the Company's
other   direct or   indirect   subsidiaries,   in all cases in   conformity   with the
organizational documents and the policies of the Board of Directors of each such
subsidiary, without additional compensation. You will review and agree to comply
with the   Company's   then-current   Code of   Business   Conduct to the same extent
required   for other   United   States-based   employees   of the   Company.   You will
perform all of your responsibilities in compliance with all applicable laws.


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<PAGE>

            (b) During the Term, you shall devote your entire   business time and
energies during normal business hours to the business and affairs of the Company
and   its   subsidiaries.   Nothing   in   this   Section   3   shall   be   construed   as
prohibiting   you from investing your personal assets in businesses in which your
participation   is solely   that of a passive   investor   in such form or manner as
will not violate   Section 5 hereof or require   any   services on your part in the
operation   or   affairs   of   those   businesses.    You   may   also   participate   in
philanthropic   or civic   activities as long as they do not materially   interfere
with   your   performance   of your   duties   hereunder.   Service   on any   board   of
directors other than those of the Company and its subsidiaries must be approved,
in advance, by the Board of Directors of the Company.

            (c) During the Term,   you shall be subject to the   Company's   rules,
practices and policies applicable to the Company's senior executive employees.

            4.   Expenses.   The Company shall   reimburse   you for all   reasonable
expenses incurred by you during the Term in connection with your employment upon
presentation   of   appropriate   documentation   therefor   in   accordance   with the
Company's   expense   reimbursement   practices.   In the event   during the Term the
Company's principal executive offices are relocated to a location that increases
your commute to work by more than 35 miles,   the Company   shall   reimburse   your
moving   expenses    (including    reasonable   costs   relating   to   interim   living
accommodations).

            5. Restrictive Covenants.

            (a) During the Term,   and for the applicable   Restricted   Period (as
defined below)   thereafter,   you shall not,   without the written   consent of the
Board of Directors,   directly or   indirectly,   become   associated   with,   render
services   to,   invest   in,   represent,   advise or   otherwise   participate   as an
officer,   employee,   director,   stockholder,   partner   or   agent   of,   or   as   a
consultant for, any business   anywhere in the world that is competitive with the
business   in which the   Company   is engaged   or in which the   Company   has taken
affirmative   steps to   engage   (a   "Competitive   Business")   as of the time your
employment with the Company ceases;   provided,   however, that (i) nothing herein
shall   prevent you from   investing in up to 5% of the   securities of any company
listed on a   national   securities   exchange   or quoted on the   NASDAQ   quotation
system,   as long as your   involvement   with any such company is solely that of a
stockholder,   and (ii)   nothing   herein is   intended   to prevent   you from being
employed by, or   otherwise   rendering   services   to, any   business   other than a
Competitive   Business   following the   termination   of your   employment   with the
Company.   The Restricted   Period shall be the one-year period following the date
your employment terminates.   You acknowledge that the provisions of this Section
5 are reasonable in light of the Company's worldwide business operations and the
position in which you will serve at the Company and that the provisions will not
prevent you from obtaining employment after the termination of this Agreement.

            (b) The parties   hereto   intend that the covenant   contained in this
Section 5 shall be deemed a series of separate   covenants   for each   appropriate
jurisdiction.   If, in any judicial   proceeding,   a court shall refuse to enforce
all of the separate covenants deemed included in this Section 5 on grounds that,
taken together,   they cover too extensive a geographic   area, the parties intend
that those covenants (taken in order of the least populous jurisdictions) which,
if eliminated,   would permit the remaining   separate covenants to be enforced in
that proceeding,


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shall,   for the   purpose   of such   proceeding,   be   deemed   eliminated   from the
provisions of this Section 5.

            6. Confidentiality, Noninterference and Proprietary Information.

            (a) In the course of your   employment   by the Company   hereunder you
will have access to   Confidential   or   Proprietary   Data or   Information   of the
Company.   You shall not at any time divulge or   communicate   to any person,   nor
shall you direct any Company   employee to divulge or   communicate   to any person
(other than to a person bound by   confidentiality   obligations   similar to those
contained   herein   and   other   than   as   necessary   in   performing   your   duties
hereunder)   or use to the   detriment   of the   Company or for the   benefit of any
other person,   any of such   Confidential   or   Proprietary   Data or   Information,
except to the extent the same (i) becomes   publicly   known other than   through a
breach of this   Agreement by you, (ii) was known to you prior to the   disclosure
thereof by the Company to you from a source that was entitled to disclose it, or
(iii) is   subsequently   disclosed   to you by a third   party   who   shall not have
received it under any obligation of confidentiality to the Company. For purposes
of this Agreement,   the term   "Confidential   or Proprietary Data or Information"
shall mean data or information not generally available to the public,   including
personnel information,   financial   information,   customer lists, supplier lists,
product   and   tooling   specifications,   trade   secrets,   information   concerning
product   composition   and   formulas,   tools and dies,   drawings and   schematics,
manufacturing processes, information regarding operations, systems and services,
know-how,   computer   and any   other   electronic,   processed   or   collated   data,
computer programs, and pricing, marketing, sales and advertising data.

            (b) You shall not, during the Term and for the applicable Restricted
Period after the termination of your   employment with the Company,   for your own
account or for the   account of any other   person,   (i)   solicit or divert to any
Competitive   Business   any   individual   or entity who is then a customer   of the
Company or any   subsidiary   or affiliate of the Company or who was a customer of
the Company or any   subsidiary or affiliate   during the   preceding   twelve-month
period,   (ii) employ,   retain as a consultant,   attempt to employ or retain as a
consultant,   or solicit or assist   any   Competitive   Business   in   employing   or
retaining as a consultant   any individual who is then an employee of the Company
or any   subsidiary   or   affiliate   or who was   employed   by the   Company   or any
subsidiary   or affiliate   during the   preceding   twelve-month   period,   or (iii)
otherwise interfere in any material respect with the Company's relationship with
any of its suppliers,   customers,   employees or consultants;   provided, however,
that you shall not be prohibited   from   contacting   suppliers or customers after
termination of your   employment   with regard to matters that do not violate your
non-competition   or confidentiality   obligations   contained in Sections 5(a) and
6(a) or interfere in any material respect with the Company's   relationship   with
such parties.

            (c) You shall at all times promptly disclose to the Company, in such
form   and   manner   as   the   Company   reasonably   may   require,   any   inventions,
improvements or procedural or   methodological   innovations,   programs,   methods,
forms,   systems,   services,   designs,   marketing   ideas,   products or   processes
(whether or not capable of being trademarked, copyrighted or patented) conceived
or developed   or created by you during and in   connection   with your   employment
hereunder   and   which   relate   to the   business   of the   Company   ("Intellectual
Property").   All such   Intellectual   Property   shall be the sole property of the
Company.   You shall


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<PAGE>

execute such instruments and perform such acts as reasonably may be requested by
the Company to   transfer   to and perfect in the Company all legally   protectable
rights in such Intellectual Property. If the Company is unable for any reason to
secure your signature on such instruments,   you hereby   irrevocably   appoint the
Company   and its   officers   and agents as your agents and   attorneys-in-fact   to
execute   such   instruments   and to do such   things with the same legal force and
effect as if executed or done by you.

            (d) All written,   electronic and other tangible   materials,   records
and documents made by you or coming into your possession   during your employment
concerning any products, processes or equipment,   manufactured, used, developed,
investigated   or considered by the Company or otherwise   concerning the business
or affairs of the Company,   shall be the sole property of the Company,   and upon
termination of your   employment,   or upon the request of the Company during your
employment,   you   shall   deliver   the same to the   Company.   In   addition,   upon
termination   of your   employment,   or upon   request of the   Company   during your
employment,   you shall deliver to the Company all other Company property in your
possession or under your control,   including Confidential or Proprietary Data or
Information and all Company credit cards and computer and telephone equipment.

            7.   Equitable   Relief.   With respect to the   covenants   contained in
Sections 5 and 6 of this Agreement,   you acknowledge   that any remedy at law for
any breach of said covenants may be inadequate and that the Company, in addition
to its rights at law,   shall be entitled to   specific   performance   or any other
mode of injunctive or other equitable relief to enforce its rights hereunder.

            8.   Termination of Term. The Term shall terminate upon the following
terms and conditions:

            (a) The Term shall automatically terminate upon your death.

            (b) The Term may be terminated by the Company upon your   Disability.
For purposes of this Agreement,   "Disability" shall mean your inability,   due to
reasons of   physical   or mental   health,   to   discharge   properly a   substantial
portion of your duties   hereunder for any 180 days (whether or not   consecutive)
during any period of 365   consecutive   days,   as   determined in the opinion of a
physician reasonably satisfactory to both you and the Company. If the parties do
not agree on a mutually   satisfactory   physician   within ten days after   written
demand by one or the other,   a physician   shall be selected by the   president of
the Pennsylvania   Medical   Association,   and the physician shall, within 30 days
thereafter, make a determination as to whether Disability exists and certify the
same in writing. The services of the physician shall be paid for by the Company.
You shall fully   cooperate with the examining   physician,   including   submitting
yourself to such   examinations   as may be   requested   by the   physician   for the
purpose of determining whether you are disabled.

            (c) The Term shall terminate   immediately if the Company   terminates
your employment for Cause.   For purposes of this Agreement,   "Cause" shall exist
upon a finding by the Board of Directors of any of the following:   (i) an act or
acts of willful   material   misrepresentation,   fraud or   dishonesty   by you that
results in the   personal   enrichment   of you or another   person or entity at the
expense of the Company;   (ii) your   admission,   confession   or


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<PAGE>

conviction   of any   felony or any other   crime or   offense   involving   misuse or
misappropriation of money or other property; (iii) any act involving gross moral
turpitude   by you that   adversely   affects   the   Company;   (iv)   your   continued
material   breach of any   obligations   under   this   Agreement   30 days   after the
Company has given you notice   thereof in reasonable   detail,   if such breach has
not been cured by you during such period;   or (v) your willful   misconduct   with
respect to your duties or gross misfeasance of office.

            For purposes of this Section 8(c), no act or failure to act, on your
part shall be considered   "willful" unless it is done, or omitted to be done, by
you in bad faith or without   reasonable   belief that your action or omission was
in the best   interests   of the Company.   Any act, or failure to act,   based upon
authority   given pursuant to a resolution duly adopted by the Board of Directors
or based   upon the   advice of   counsel   for the   Company   shall be   conclusively
presumed to be done, or omitted to be done, by you in good faith and in the best
interests of the Company.   Your termination of employment shall not be deemed to
be for Cause   unless   prior to such   termination   you have   received a copy of a
resolution duly adopted by the   affirmative   vote of not less than a majority of
the   disinterested   membership   of the Board of   Directors   at a meeting of such
Board of Directors called and held for such purpose (after   reasonable notice is
provided to you and you are given an   opportunity   to be heard before such Board
of   Directors),   finding   that,   in the   good   faith   opinion   of the   Board   of
Directors,   you are guilty of the conduct   described in clause (i), (ii), (iii),
(iv) or (v) above.

            (d) The Term shall   terminate if your   employment is terminated in a
Change of Control Termination (as defined in Exhibit A).

            (e) The Term shall   terminate upon the expiration of the thirty (30)
day   period   after   delivery   of a   Termination   Notice   if your   employment   is
terminated by the Company without Cause or by you.

            9. Compensation Upon Termination of Term.

            (a) For Any Reason.   Upon   termination   of the Term: (i) you or your
estate,   as applicable,   shall be paid within   fifteen   business days after your
date of termination   (A) your Base Salary through the date of   termination,   (B)
any then-unpaid   Annual Bonus or other incentive   compensation that you may have
earned pursuant to the terms of any applicable   incentive   compensation or bonus
plan of the Company with respect to any fiscal year or other performance   period
completed   prior to your date of termination,   and (C) any   then-unused   accrued
vacation pay; (ii) you, your   beneficiaries   and/or your estate,   as applicable,
shall be entitled to any payments and benefits   under the benefits and incentive
plans and perquisite   programs of the Company, in accordance with the respective
terms of those plans and perquisite programs (including without limitation,   any
conversion option available to you under the Company's life insurance   plan(s));
and   (iii) you or your   estate,   as   applicable,   shall be   reimbursed   for your
business   expenses   incurred prior to   termination in accordance   with Section 4
above.

            (b) Change of Control Termination.   Upon the termination of the Term
by reason of a Change of Control Termination, you shall receive the payments and
benefits set forth in Exhibit A.


                                       -6-
<PAGE>

            (c) Other Involuntary   Terminations or Breach Termination.   Upon the
termination   of   the   Term   that   is   not   by   reason   of a   Change   of   Control
Termination,   but results from either a termination by the Company without Cause
other than as a result of your death or Disability,   or termination by you which
is a   Breach   Termination,   you   shall   also   receive   the   following   payments;
provided,   however,   that any   payment   made   under this   Section   9(c) shall be
reduced   by any amount   paid or payable to you with   respect to the same type of
payment under any other plan   maintained by the Company to avoid   duplication of
payments:

                  (i) The   Company   shall pay you an   amount   equal to your Base
            Salary at the rate in effect on the date of termination.   Payment of
            such amount will commence in the form of normal payroll installments
            through   the   period   ending   as of   the   end of   the   second   month
            following   the   later   of   (A)   the   calendar   year   in   which   your
            termination   of   employment   occurs or (B) the   taxable   year of the
            Company in which your termination of employment   occurs. The balance
             of such payments   shall be made in a single lump sum payable   within
            the fifteen day period immediately following the end of the month in
            which installment payments are to cease.

                  (ii) If you   terminate   employment   on or   after   May 1st of a
            fiscal   year,   you shall be   entitled   to an   Annual   Bonus for that
            fiscal year,   based on the actual bonus earned under the   applicable
            bonus plan for the fiscal   year,   pro-rated to reflect the number of
            business   days during the fiscal year in which you were   employed by
            the   Company.   This bonus shall be paid only when and if bonuses are
            paid to other senior   executives of the Company for such year,   but,
            if any such   bonus is   payable,   it shall be paid no later   than the
            15th day of the third month   following the later of (A) the calendar
            year in which   your   termination   of   employment   occurs   or (B) the
             taxable year of the Company in which your   termination of employment
            occurs.

            As used in this Section   9(c), a "Breach   Termination"   shall mean a
termination   of your   employment by you due to a material   breach by the Company
either prior to a Change of Control or following two years after the   occurrence
of a Change of Control, of the provisions of this Agreement, which breach is not
cured   within   thirty (30) days   following   notice by you to the Company of such
breach which specifies in detail the   circumstances   giving rise to such breach.
In order   for a   termination   by you to be a Breach   Termination,   you must give
notice to the   Company of a   material   breach by the   Company of this   Agreement
within 60 days of the date you learn of the   circumstances   giving   rise to such
material   breach and you must actually   give a Termination   Notice in accordance
with   Section   1 within   the   30-day   period   following   the   expiration   of the
Company's cure period for such breach.

            (d) The   payment   by the   Company   of any   compensation   or   Welfare
Benefits, if any, pursuant to Section 9(c) and Exhibit A shall be conditioned on
your   execution of a Release (a "Release") in a form provided by and   acceptable
to the Company.   Such Release   shall be   substantially   in the form of Exhibit B
hereto but may be   modified by the   Company in its sole   discretion   as it deems
appropriate to reflect changes in law or circumstances arising after the date of
this Agreement;   provided,   however, that no such modification shall reduce your
rights or


                                      -7-
<PAGE>

increase   your   obligations   to the   Company   over   those   contemplated   in this
Agreement, including the Exhibits hereto.

             10. Indemnification. Prior to a Change of Control, the Company shall
indemnify you for your acts as an officer and director in the manner provided in
the   by-laws   of the   Company,   as in effect   from time to time.   On and after a
Change of Control,   the Company shall   indemnify you for your acts as an officer
and   director   of the   Company   in a   manner   no less   favorable   to you than as
provided in the current by-laws of the Company.

            11.   Representations.   You hereby represent and warrant that you are
not subject to any   employment   agreement,   non-competition   or   confidentiality
agreement or other   commitment   that either   would be violated by your   entering
into or performing your obligations   under this Agreement or that would restrict
in any manner or interfere with the performance of your   obligations   under this
Agreement.   You hereby further   represent and warrant that you have not revealed
to the Company or any employee of the Company any   confidential   information   of
any former employer, and you agree that you will not do so in the future.

            12. Entire Agreement;   Modification;   Construction.   This Agreement,
together with the Exhibits   hereto and those   portions of the offer letter dated
August   9,   2005   (the   "Offer   Letter")   not   specifically   addressed   in   this
Agreement,   and all   other   employee   benefit   plans in which   you   participate,
constitute the full and complete understanding of the parties, and supersede all
prior agreements and understandings,   oral or written, between the parties, with
respect to the subject matter hereof;   provided,   however,   that if the terms of
any such employee benefit plan shall be inconsistent with the provisions to this
Agreement,   the terms of the   benefit   plan   shall   prevail.   The Offer   Letter,
Exhibit A and Exhibit B are hereby   incorporated by reference and made a part of
this    Agreement.    Each    party   to   this    Agreement    acknowledges    that   no
representations,   inducements,   promises or agreements,   oral or otherwise, have
been made by either party, or anyone acting on behalf of either party,   that are
not set forth or   referred   to herein.   This   Agreement   may not be   modified or
amended   except by an   instrument   in writing   signed by the party against which
enforcement thereof may be sought.

            13.   Severability.   Any term or provision of this   Agreement that is
held to be   invalid   or   unenforceable   in any   jurisdiction   shall,   as to that
jurisdiction,   be ineffective to the extent that invalidity or   unenforceability
without rendering invalid or unenforceable the remaining terms and provisions of
this Agreement or affecting the validity or   enforceability   of any of the terms
or provisions of this Agreement in any other jurisdiction.

            14. Waiver of Breach.   The waiver by either party of a breach of any
provision of this   Agreement,   which waiver must be in writing to be   effective,
shall not operate as or be construed as a waiver of any subsequent breach.

            15. Notices.   All notices hereunder shall be in writing and shall be
sent by messenger or by certified or registered mail,   postage   prepaid,   return
receipt   requested,   if to you, to your residence set forth above, and if to the
Company,   to the Vice   President-Human   Resources,   at the Company's address set
forth above,   or to such other address as either party to this   Agreement   shall
specify to the other.


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<PAGE>

            16.   Assignability;   Binding   Effect.   This   Agreement   shall not be
assignable by either party,   except that it may be assigned by the Company to an
acquiror   of all or   substantially   all of the   assets of the   Company   or other
successor   to the   Company,   subject   to your   rights   arising   from a Change of
Control as provided in Exhibit A and your other rights hereunder. This Agreement
shall   be   binding    upon   and   inure   to   the    benefit   of   you,    your   legal
representatives,   heirs and distributees, and shall be binding upon and inure to
the benefit and detriment of the Company, its successors and assigns.

            17. No Mitigation Required. No Offset.   Following any termination of
your employment hereunder, you shall have no obligation to