Exhibit 10.51

                                 AMENDMENT NO. 1

                              EMPLOYMENT AGREEMENT

            THIS AMENDMENT NO. 1 to the Employment Agreement dated June 21, 2005
(the "Agreement"), by and between C&D Technologies, Inc., a Delaware corporation
(the "Company") and Dr. Jeffrey A. Graves (the "Executive").

            WHEREAS, the Executive is currently employed by the Company as the
Company's President and Chief Executive Officer; and

            WHEREAS, the Executive is currently employed by the Company as the
Company's President and Chief Executive Officer; and

            WHEREAS, the Company desires to continue to employ the Executive as
the Company's President and Chief Executive Officer and the Executive desires to
continue to be so employed, on the terms and conditions set forth in the
Employment Agreement as amended herein;

            NOW, THEREFORE, in consideration of the foregoing and the mutual
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree to amend the Employment Agreement as follows:

      1. Section 9(e) is deleted and shall be replaced in its entirety as
follows:

            (i) Notwithstanding the foregoing provisions of Section 9(c)(i), any
      Base Salary payments  provided for in Section 9(c)(i) 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  Base  Salary  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)  Notwithstanding  the foregoing  provisions of Section 9(c)(i),
      any Targeted Bonus Amount  payments  provided for in Section 9(c)(i) 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.



      2. In Exhibit A to Employment Agreement of Jeffrey A. Graves, in the first
sentence of Section III(a), delete the following:

            "(or as of the first business day after the period in which the
            Executive would have otherwise incurred adverse tax consequences
            under Section 409A of the Internal Revenue Code if such payment is
            made within such period)"

      3. In Exhibit A to Employment Agreement of Jeffrey A. Graves, in the first
sentence of Section IV(a), after "........and Excise Tax imposed upon the
Gross-Up Payment", insert the following:

            "and after the payment of all additional taxes and interest imposed
            under Code Section 409A(a)(1)(B) on the Gross-Up Payment and any
            severance payment made to the Executive hereunder,"

      4. In Exhibit A to Employment Agreement of Jeffrey A. Graves, in the fifth
sentence of Section IV(b), after "........within five business days of the
receipt of the Accounting Firm's determination,", insert the following:

            "which determination shall be made no later than the end of the
            second month following the later of (1) the calendar year in which
            the Executive's employment with the Company terminates and (2) the
            taxable year of the Company in which the Executive's employment with
            the Company terminates. In the event that such determination can not
            be made within such period, payment may be made as soon as
            practicable after such determination can be made."

The effective date of this Amendment No. 1 to the Employment Agreement shall be
February 1, 2006.

All other terms and conditions of the Employment Agreement shall remain
unchanged and in effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the first day
of February, 2006.

Attest:                                   C&D TECHNOLOGIES, INC.


/s/ James D. Dee                          By: /s/ William Harral
                                          --------------------------------------
- ----------------------
Secretary
                                          EXECUTIVE:


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/s/ Debora M. Castle                      /s/ Jeffrey A. Graves
- ---------------------                     --------------------------------------
Witness                                   Jeffrey A. Graves


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