Exhibit 10.19




January 29, 2004



Mr. David Fix
118 Rossmore Drive
Malvern, PA 19355

Dear Dave:

Congratulations  on your new  assignment  as Vice  President,  General  Manager,
Motive Power Division for C&D Technologies, Inc. This transfer becomes effective
February  1,  2004.   The  scope  of  this  position   includes  full  operating
responsibility  for the  Motive  Power  Division  of our  Company,  and  further
includes the significant  challenge of leading the transfer of work from various
C&D locations in the United States to our new plant in Reynosa, Mexico.

Your new base rate will be $8,333.34,  semi-monthly ($200,000.00 per year). This
represents an increase of $25,000 per year or 14.3  percent.  You will remain in
salary grade 62X,  and your bonus target will  continue to be 35% of your annual
base pay. You and I will meet separately to discuss enhanced bonus opportunities
for you  based  on  substantial  improvement  in the  operating  results  of the
Division,  and  expect  to  include  these  provisions  in the  customary  bonus
planning.  You will receive a written  performance review in 2004, and will next
be eligible for merit increase  consideration  in 2005 on a date consistent with
that of  other  similarly  situated  executives.  In  addition,  your  Executive
Employment Agreement is hereby modified,  effective February 1, 2004, to include
a  12-month  severance  provision  in  lieu  of the  current  6-month  severance
agreement.  We also expect, subject to Compensation Committee approval, to award
you a larger number of stock options in the coming year.

Subject to the approval of the Compensation  Committee of the Board of Directors
at its meeting of February 27, 2004,  in the event that  severance  benefits are
payable  to you under  the terms of your  Executive  Employment  Agreement  with
respect to a termination of your employment  occurring  between January 19, 2006
and January 18, 2007,  you shall receive  credit for service for the period from
the  date  of  your  termination  through  January  19,  2007  for  purposes  of
calculating any benefits due to you under the Company's  Supplemental  Executive
Retirement  Plan; and, under such  circumstances,  you shall be fully vested and
non-forfeitable  in such benefit provided that you are not, during the period of
time between the termination of your  employment and January 19, 2007,  directly
or indirectly associated with, rendering services to, representing,  advising or
otherwise participating as an officer, employee, director, stockholder,  partner
agent of or consultant for any third party. In addition,  if severance  benefits
commence on or before  January 19, 2007 the Company will  reimburse you for your
out-of-pocket COBRA expenses for the duration of the severance period.

Except as identified  above,  all other terms and  conditions of your  Executive
Employment Agreement will remain in full force and effect.

Obviously, your new role at C&D is considered a critically important position. I
am confident you are the ideal  individual  to address this enormous  challenge,
and help us return this Division to profitability.

Congratulations  and best wishes for continued  success.  You can count on me to
support your efforts and do  everything  reasonable  to achieve the  anticipated
turn-around.


Sincerely,

/s/ Wade H. Roberts, Jr.

Wade H. Roberts, Jr.

WHR/pw