Exhibit 10.23

                          EMPLOYEE SEPARATION AGREEMENT

          This is an Employee Separation Agreement  ("Agreement")  between Larry
W. Moore ("Mr. Moore") and C & D Technologies,  Inc. (referred to herein as "C &
D" or "Company")  setting forth the terms of separation  from  employment of Mr.
Moore as an officer of C & D.

                                   WITNESSETH

          WHEREAS, Mr. Moore is the Vice President, Strategic Business Alliances
for the Powercom Division of C & D;

          WHEREAS,  Mr.  Moore and C&D are  parties to that  certain  employment
agreement dated August 1, 1997 (the "Employment Agreement"); and

          WHEREAS,  C&D advised  Mr.  Moore that it had elected not to renew the
Employment Agreement;

          WHEREAS,  Mr. Moore requested from C&D and C&D has agreed to grant Mr.
Moore certain  accommodations,  set forth herein,  which Mr. Moore  acknowledges
that C&D is not required to grant; and

          WHEREAS, C & D and Mr. Moore desire to settle and resolve the terms of
the separation  from employment of Mr. Moore as an officer of C & D and to fully
and finally settle all differences between them.

          NOW, THEREFORE, Mr. Moore and C & D, intending to be legally bound and
in  consideration  of the  mutual  promises  set forth  below,  hereby  agree as
follows.

          1. TERMS OF CONTINUATION AND TERMINATION OF EMPLOYMENT.

             a. Mr.  Moore's  employment by C & D  will terminate on the earlier
of (i) the date that Mr. Moore becomes self-employed; (ii) the date on which Mr.
Moore  commences  employment  for any  third  party;  or (iii)  October  1, 2000
(hereinafter  the  "Effective  Date").  C  & D  will  characterize  Mr.  Moore's
termination as a mutual  separation on the basis of a position  elimination  for
purposes of communications with third parties.

             b. Mr. Moore will be paid his regular salary  through the Effective
Date. Mr. Moore shall not be eligible to participate in the Management Incentive
Bonus  Program for the  Company's  fiscal year 2001.  Mr. Moore shall receive an
award under the Management Incentive Bonus Program for the Company's fiscal year
2000 in the gross amount of $49,088, net of standard payroll and tax deductions,
at the same time as bonus  awards are paid to program  participants,  generally.
Mr.  Moore  shall not be  eligible  to receive  any  additional  awards of stock
options under any of C&D's stock option plans.

             c. Until the  Effective  Date,  Mr.  Moore's  title  shall be "Vice
President -  Telecommunications  Consulting."  Mr. Moore shall perform only such
job  duties as may be  communicated  to him,  in  writing,  by either of Wade H.
Roberts,  Jr.,  Bernie Radecki or the Board of Directors of C&D. Mr. Moore shall
refrain from discussion with any employee, customer, supplier or any other party
with whom C&D has a commercial  relationship  regarding  his  employment  or the
anticipated  cessation  thereof or the subject matter of this agreement  without

<PAGE>


the prior written  consent of Wade H. Roberts,  Jr.,  Bernie  Radecki or the C&D
Board of Directors,  other than to say that the  relationship  between Mr. Moore
and C&D is being terminated due to a position elimination.

          2. TERMINATION OF EMPLOYMENT AGREEMENT.

             The parties mutually agree that the Employment Agreement shall,  as
of March 1, 2000, be null and void and of no force and effect.

          3. PAYMENTS BY C & D.

             C & D  shall pay  Mr. Moore  the sum  of $50,000,  less  applicable
federal,  state, and local payroll and other taxes ("Severance Pay") on or about
January 15, 2001,  provided  that Mr. Moore  complies with this  Agreement,  and
further  provided  that he  executes  a Release in the form  attached  hereto as
Exhibit A within thirty (30) days of the Effective Date.

          4. FRINGE BENEFITS.

             a. Mr. Moore may continue to participate in the Company's  medical,
dental, and life insurance programs through the Effective Date. Thereafter,  Mr.
Moore may continue, at his expense, his medical and dental insurance benefits to
the extent  permitted by the  Consolidated  Omnibus  Budget  Reconciliation  Act
("COBRA").

             b. Mr. Moore shall be paid for three (3) weeks vacation time banked
prior to December 31,  1999.  Mr. Moore will not receive pay in lieu of vacation
time that he would have been  entitled to take from  January 1, 2000 through the
Effective  Date,  and no  additional  vacation time shall accrue from January 1,
2000 through the Effective Date.

             c. Until the Effective Date, Mr. Moore may continue to  participate
in the C & D  Savings  Plan and  Pension  Plan for  salaried  employees  and the
Supplemental  Executive  Retirement  Program in accordance with the terms of the
respective Plans.

             d. Notwithstanding the terms of any stock  option  award agreements
or other agreement(s) between Mr. Moore and the Company, Mr. Moore may exercise,
in accordance with the terms of the applicable  Stock Option Plan(s),  only such
stock options which have vested or vest, in accordance  with their terms,  prior
to the Effective Date.

             e. All other  employee  benefits not specifically continued by this
Agreement shall terminate on the Effective Date.

          5. GENERAL RELEASE.

          After having had a reasonable opportunity to review this Agreement and
an  opportunity  to consult  with an advisor or an attorney  of his choice,  Mr.
Moore,  his  heirs,  administrators,  and  assigns,  knowingly  and  voluntarily
releases,  remises  and forever  discharges  C & D, its  subsidiary  and related
companies, and each of their respective officers,  directors,  employees, agents
and attorneys and all those charged or chargeable with liability on their behalf
(collectively  "Releasees"),  from any and all rights or  claims,  of any nature
whatsoever  which  he has or may  have  against  Releasees,  including,  but not
limited to those rights or claims  arising out of or in any way  connected  with
Mr.  Moore's  employment by C & D or his  separation  from  employment by C & D,
including, but not limited to claims for wrongful discharge, breach of

                                       2

<PAGE>

contract,  breach  of the  covenant  of good  faith,  intentional  or  negligent
infliction of emotional  distress,  defamation,  negligence,  misrepresentation,
fraud,  discrimination  on the basis of race, color,  religion,  marital status,
national origin, handicap or disability, or veteran's status, including, but not
limited to all rights or claims under Title VII of the Civil Rights Act of 1964,
as amended, 42 U.S.C. ss. 2000e-1, et seq., the Americans With Disabilities Act,
42 U.S.C. ss. 12101, et seq., and the Pennsylvania  Human Relations Act, 43 P.S.
ss. 951 et seq.,  as well as any other claim  arising  under any other  federal,
state, or local statute, ordinance, regulation, or common law that Mr. Moore now
has or ever had against Releasees from the beginning of time to the date of this
Agreement. It is expressly understood and agreed that the foregoing is a general
release.

          6. RELEASE OF AGE DISCRIMINATION CLAIMS.

          After having had a reasonable opportunity to review this Agreement and
an opportunity to consult with an attorney or adviser of his choice,  Mr. Moore,
his heirs,  administrators,  and assigns,  knowingly and  voluntarily  releases,
remises and forever  discharges C & D  Technologies,  Inc.,  its  subsidiary and
related companies, and each of their respective officers,  directors,  employees
and agents and all those charged or chargeable  with  liability on their behalf,
of and from any and all rights or claims  which he may have  against any of them
under the Age  Discrimination  in Employment Act of 1967, as amended,  29 U.S.C.
ss.  621  et.  seq.  or  under  any  other  federal  or  state  law  prohibiting
discrimination  based upon age,  from the  beginning of time to the date of this
Agreement.

          7. COMPLIANCE WITH OLDER WORKERS BENEFIT PROTECTION ACT.

          This  Agreement  is intended  to comply with  Section 201 of the Older
Workers Benefit Protection Act of 1990, 29 U.S.C. ss. 626(f).  Accordingly,  Mr.
Moore acknowledges and represents as follows:

             a. he waives  all  rights  or claims  against C & D  under the  Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C. ss. 621, et seq.
("ADEA")  knowingly and  voluntarily in exchange for  consideration  of value to
which he is not otherwise entitled;

             b. he has been  advised  in  writing  by  C & D to  consult with an
attorney in connection  with this Agreement and his decision to waive his rights
or claims under the ADEA;

             c. he has  been  given a period  of at least  twenty-one  (21) days
within which to consider this  Agreement and his decision to waive his rights or
claims under the ADEA; and

             d. he has  been  informed  by  C & D  and  understands  that he may
revoke this  Agreement  for a period of seven (7) days after signing it and that
this Agreement will not become  effective or enforceable  until after this seven
(7) day period has expired.

          8. REVOCATION OF THIS AGREEMENT.

          In the event that Mr. Moore  chooses to revoke his  acceptance of this
Agreement,  he will provide C & D with written notice of the  revocation,  which
shall be sent by  United  States  mail,  certified,  return  receipt  requested,
post-marked  within  seven  (7) days of the date that he signs  this  Agreement.
Notice to C & D shall be given to Mark Sappir, Vice President - Human Resources.


                                       3
<PAGE>

          9. COVENANT NOT TO SUE.

          Mr. Moore agrees and covenants  that he has not and will not bring any
action,  or file  any  claims  against  C & D and  its  subsidiary  and  related
companies, or any of their respective officers, directors,  employees or agents,
past and present, individually or collectively,  which relates in any way to his
employment or his separation from employment by C & D.

          10. NONDISCLOSURE OF INFORMATION.

          Mr.  Moore  acknowledges  that he signed  an  "Agreement  Relating  to
Intellectual  Property and Confidential  Information" with C & D on December 16,
1996  ("Confidentiality  Agreement").  A copy is attached to this  Agreement  as
Exhibit "1." Mr. Moore reaffirms the obligations and duties he assumed under the
Confidentiality  Agreement  and agrees  that he shall  continue  to abide by the
terms of the Confidentiality Agreement after the termination of his employment.

          11. RETURN OF PROPERTY.

          Mr.  Moore  represents  that he has  returned  to C & D or will return
prior to the  Effective  Date all  materials  in his  possession  or within  his
control  which relate to the business of C & D,  including,  but not limited to,
data,  documents,  reports,  programs,  diskettes,  computer printouts,  program
listings, computer hardware and/or software, memoranda, notes, records, reports,
plans,  studies,  price  lists,  customer  lists,  customer  contact  and  other
information,  and any and all similar  information without regard to the form in
which it is maintained.  Mr. Moore  acknowledges that all such materials are the
sole property of C & D and that he has no right,  title, or other interest in or
to such materials.  Mr. Moore further agrees to return all Company credit cards,
computers, printers, telephones and any similar or dissimilar items.

          12. NON-SOLICITATION OF EMPLOYEES AND CUSTOMERS.

              a. Mr. Moore agrees that  beginning  on the date hereof  and for a
period of one (1) year from The Effective Date, he shall not, either directly or
indirectly, induce, suggest, encourage, entice, or solicit any employee of C & D
to leave the employ of C & D.

              b. Mr. Moore agrees that  beginning on the date  hereof and  for a
period of one (1) year  from the date of this  Agreement,  he will  not,  either
directly or indirectly or by acting in concert with others, solicit,  influence,
or attempt  to solicit or  influence,  any  customers  of C & D or any  customer
prospects of C & D with whom Mr.  Moore had any contact  during the two (2) year
period prior to his  separation  from  employment  by C & D to purchase from any
other person,  partnership,  corporation  or other entity any products which are
the same, similar to or marketed as competitive with products sold by C & D.

          13. NON-COMPETITION.

              a. Mr.  Moore agrees that during such time as he shall be employed
by the Company,  and for the  applicable  Restricted  Period (as defined  below)
thereafter, he 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, agent of or consultant for, any business that, at the time
his employment  with the Company  ceases,  is  competitive  with the business in
which the

                                       4
<PAGE>


Company is engaged or in which the Company has taken affirmative steps to engage
(a "Competitive  Business");  provided,  however,  that nothing herein (i) shall
prevent Mr. Moore from investing  without limit in the securities of any company
listed on a national securities exchange, provided that his involvement with any
such  company is solely that of a  stockholder,  and (ii) is intended to prevent
him from being employed during the applicable  Restricted Period by any business
other than a Competitive Business. The applicable Restricted Period shall be the
one-year period following the Effective Date.

              b.  The  parties  hereto  intend  that  the  covenant contained in
this Section 13 shall be deemed a series of separate  covenants  for each state,
county and city. If, in any judicial proceeding, a court shall refuse to enforce
all the separate  covenants  deemed included in this Section 13, because,  taken
together,  they cover too extensive a geographic  area,  the parties intend that
those of such  covenants  (taken in order of the  states,  counties  and  cities
therein  which are least  populous),  which,  if  eliminated,  would  permit the
remaining separate  covenants to be enforced in such proceeding,  shall, for the
purpose of such  proceeding,  be deemed  eliminated  from the provisions of this
Section  13.


          14. NO DISPARAGEMENT.

          Mr. Moore shall not at any time make any disparaging remarks about C &
D, its products,  officers,  directors or employees, nor shall C&D's officers or
directors at any time make disparaging remarks about Mr. Moore.

          15. ENFORCEMENT.

          Mr. Moore acknowledges that he has received  sufficient  consideration
for the  covenants  and  restrictions  contained  in this  Agreement  including,
without limitation, those set forth in Sections 10, 12 and 13 of this Agreement;
that such  restrictions  are reasonable in time and scope, and are necessary for
the reasonable  protection of the business of C & D. Mr. Moore also acknowledges
that monetary damages would be an inadequate remedy for a breach by Mr. Moore of
the promises contained in Sections 10, 12 and 13 of this Agreement and, if found
by a court of competent jurisdiction to have breached any of these restrictions,
consents to the entry of an order granting  injunctive relief to prevent further
violations of those  restrictions  by Mr. Moore.  Mr. Moore agrees that the time
period of the  obligations set forth in Sections 10, 12 and 13 of this Agreement
shall be extended by any amount of time during  which he is in  violation of the
obligations  set  forth  therein.  Mr.  Moore  also  agrees  that  any  award of
injunctive  relief  shall be in  addition  to,  and in no way shall  serve as, a
limitation on any and all other  remedies C & D may have for  enforcement of the
obligations set forth in Sections 10, 12 and 13 of this Agreement.

          16. COOPERATION WITH C & D.

          Mr.  Moore  will  fully  cooperate  with and assist C & D or any other
company  affiliated  with C & D in connection with its defense or prosecution of
any  civil  action or other  legal  proceeding  involving  C & D, of which C & D
believes Mr. Moore has knowledge or information. This cooperation shall include,
but  it is  not  limited  to,  being  reasonably  available  to  participate  in
depositions,  providing accurate and truthful information about C & D, complying
with  requests by C & D to meet with its  attorneys for the purpose of providing
information  to them,  and  providing  any other form of  reasonable  assistance
requested.

                                       5
<PAGE>

          17. TERMS CONFIDENTIAL.

          Mr. Moore agrees to keep  confidential  and not disclose the financial
terms of this Agreement except to his immediate family (who agree to comply with
this obligation of confidentiality) and tax and legal advisers.

          18. ENTIRE AGREEMENT.

          This Agreement  replaces and supercedes all prior  agreements  between
the  parties  including,   without  limitation  the  Employment  Agreement,  and
constitutes the entire  agreement  between the parties.  No modification to this
Agreement shall be effective unless it is in writing and signed by an officer of
C & D and Mr. Moore.

          19. CHOICE OF LAW AND SELECTION OF FORUM.

          This Agreement shall be interpreted,  enforced, and governed under the
laws of the  Commonwealth  of  Pennsylvania.  All  disputes  arising  under this
Agreement shall be brought  exclusively in either the federal or state courts of
the Commonwealth of Pennsylvania. Mr. Moore consents to the exercise of personal
jurisdiction  by  the  federal  and/or  state  courts  of  the  Commonwealth  of
Pennsylvania.

          20. AGREEMENT ENTERED KNOWINGLY AND VOLUNTARILY.

          Mr. Moore acknowledges that he has been given a reasonable opportunity
to discuss this Agreement with an attorney or advisor of his choice; that he has
carefully read and fully  understands  all of the provisions of this  Agreement;
and that he is entering into this Agreement  knowingly,  voluntarily  and of his
own free will.

          IN WITNESS  WHEREOF,  the parties hereto have signed this Agreement on
the dates indicated next to their respective signature.



March 24, 2000                            /s/ Larry W. Moore  (SEAL)
-----------------                         -------------------------------
Date                                        Larry W. Moore





                                         C & D TECHNOLOGIES, INC.



March 28, 2000                           By:/s/ Mark Z. Sappir
-----------------                           -----------------------------
Date
                                         Title: Vice President -
                                                Human Resources


                                       6
<PAGE>


                                    EXHIBIT A

                                     RELEASE


     This Release is made this _____ day of _______________, 2000 by and between
C&D Technologies, Inc. ("C&D") and Larry W. Moore ("Mr. Moore").

                                    RECITALS:

     WHEREAS,  the parties are parties to an Employee Separation  Agreement (the
"Separation Agreement") dated___________:

     WHEREAS,  Mr. Moore's execution and delivery of this Release is a condition
to the C&D's obligations to pay certain compensation to him under the Separation
Agreement;

         NOW THEREFORE,  the parties  hereto,  intending to be legally bound, in
consideration  of the mutual  promises and  undertakings  set forth  herein,  do
hereby agree as follows:

          1. EFFECTIVE DATE AND TRANSITION.

          As of _____________________,  2000, (the "Effective Date") Mr. Moore's
employment   with  C&D   terminated,   and  Mr.   Moore  has  no   further   job
responsibilities  to perform for C&D;  provided,  however,  that Mr. Moore shall
cooperate  with C&D in  transitioning  Mr. Moore's job  responsibilities  as C&D
shall reasonably  request,  provided that Mr. Moore shall be entitled to receive
reasonable  compensation for any services rendered after such date and shall not
be  obligated  to take any  action  that  would  interfere  with any  subsequent
employment of Mr. Moore or otherwise result in economic hardship to Mr. Moore.

          2. CONSIDERATION.

          C&D shall pay to the Mr.  Moore the amounts  contemplated  pursuant to
Section  3  of  the  Separation  Agreement,  less  applicable  payroll  and  tax
deductions.

          3. GENERAL RELEASE.

          After having had a reasonable opportunity to review this Agreement and
an  opportunity  to consult  with an advisor or an attorney  of his choice,  Mr.
Moore,  his  heirs,  administrators,  and  assigns,  knowingly  and  voluntarily
releases,  remises  and forever  discharges  C & D, its  subsidiary  and related
companies, and each of their respective officers,  directors,  employees, agents
and attorneys and all those charged or chargeable with liability on their behalf
(collectively  "Releasees"),  from any and all rights or  claims,  of any nature
whatsoever  which  he has or may  have  against  Releasees,  including,  but not
limited to those rights or claims  arising out of or in any way  connected  with
Mr.  Moore's  employment by C & D or his  separation  from  employment by C & D,
including, but not limited to claims for wrongful discharge, breach of contract,
breach of the covenant of good faith,  intentional  or negligent  infliction  of
emotional   distress,   defamation,   negligence,   misrepresentation,    fraud,
discrimination on the basis of race, color, religion,  marital status,  national
origin, handicap or disability,  or veteran's status, including, but not limited
to all rights or claims  under  Title VII of the Civil  Rights  Act of 1964,  as
amended, 42 U.S.C. ss. 2000e-1, et seq., the Americans With Disabilities Act, 42
U.S.C. ss.

                                       7
<PAGE>

12101,  et seq., and the  Pennsylvania  Human  Relations Act, 43 P.S. ss. 951 et
seq.,  as well as any other claim  arising under any other  federal,  state,  or
local statute,  ordinance,  regulation,  or common law that Mr. Moore now has or
ever  had  against  Releasees  from  the  beginning  of time to the date of this
Agreement. It is expressly understood and agreed that the foregoing is a general
release.

          4. RELEASE OF AGE DISCRIMINATION CLAIMS.

          After having had a reasonable opportunity to review this Agreement and
an opportunity to consult with an attorney or adviser of his choice,  Mr. Moore,
his heirs,  administrators,  and assigns,  knowingly and  voluntarily  releases,
remises and forever  discharges C & D  Technologies,  Inc.,  its  subsidiary and
related companies, and each of their respective officers,  directors,  employees
and agents and all those charged or chargeable  with  liability on their behalf,
of and from any and all rights or claims  which he may have  against any of them
under the Age  Discrimination  in Employment Act of 1967, as amended,  29 U.S.C.
ss.  621  et.  seq.  or  under  any  other  federal  or  state  law  prohibiting
discrimination  based upon age,  from the  beginning of time to the date of this
Agreement.

          5. COMPLIANCE WITH OLDER WORKERS BENEFIT PROTECTION ACT.

          This  Agreement  is intended  to comply with  Section 201 of the Older
Workers Benefit Protection Act of 1990, 29 U.S.C. ss. 626(f).  Accordingly,  Mr.
Moore acknowledges and represents as follows:

             a. he  waives all  rights  or claims  against C & D  under the  Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C. ss. 621, et seq.
("ADEA")  knowingly and  voluntarily in exchange for  consideration  of value to
which he is not otherwise entitled;

             b. he has been  advised  in  writing  by  C & D to consult  with an
attorney in connection  with this Agreement and his decision to waive his rights
or claims under the ADEA;

             c. he has  been given a  period  of at least  twenty-one  (21) days
within which to consider this  Agreement and his decision to waive his rights or
claims under the ADEA; and

             d. he has been informed by C & D and understands that he may revoke
this  Agreement  for a period of seven (7) days  after  signing it and that this
Agreement will not become  effective or  enforceable  until after this seven (7)
day period has expired.

          6. REVOCATION OF THIS AGREEMENT.

          In the event that Mr. Moore  chooses to revoke his  acceptance of this
Agreement,  he will provide C & D with written notice of the  revocation,  which
shall be sent by  United  States  mail,  certified,  return  receipt  requested,
post-marked  within  seven  (7) days of the date that he signs  this  Agreement.
Notice to C & D shall be given to Mark Sappir, Vice President - Human Resources.

          7. COVENANT NOT TO SUE.

          Mr. Moore agrees and covenants  that he has not and will not bring any
action,  or file  any  claims  against  C & D and  its  subsidiary  and  related
companies, or any of their

                                       8
<PAGE>

respective  officers,   directors,   employees  or  agents,  past  and  present,
individually or collectively,  which relates in any way to his employment or his
separation from employment by C & D.

          8. NO ADMISSION OF LIABILITY.

          Mr.  Moore  agrees  that the  payments  made and  other  consideration
received  pursuant to this  Release are not to be  construed  as an admission of
legal  liability  by Releasees or any of them and that no person or entity shall
utilize this Release or the  consideration  received pursuant to this Release as
evidence of any admission of liability since Releasees expressly deny liability.

          9. NO OTHER INDUCEMENTS.

          Mr. Moore affirms that the only  consideration for the signing of this
Release are the terms stated herein and in the Separation  Agreement and that no
other  promise or agreement of any kind has been made to Mr. Moore by any person
or entity whatsoever to cause Mr. Moore to sign this Release.

          10. NO OTHER AGREEMENTS.

          Mr.  Moore  and C&D  affirm  that the  Separation  Agreement  and this
Release set forth the entire  agreement  between the parties with respect to the
subject  matter  contained  herein and  supersede  all prior or  contemporaneous
agreements  or  understandings  between the parties  with respect to the subject
matter contained herein. Further, there are no representations,  arrangements or
understandings, either oral or written, between the parties, which are not fully
expressed herein.  Finally,  no alteration or other modification of this Release
shall be effective unless made in writing and signed by both parties. All of the
provisions of the  Separation  Agreement that by their terms are to be performed
or that otherwise are to endure after  Effective Date shall survive and continue
in effect for the respective periods therein provided or contemplated.

          11. RETURN OF MATERIALS.

          Mr. Moore  represents that he has returned to C&D all materials in his
possession  or  within  his  control  which  relate  to the  business  of C & D,
including, but not limited to, data, documents,  reports,  programs,  diskettes,
computer  printouts,   program  listings,  computer  hardware  and/or  software,
memoranda, notes, records, reports, plans, studies, price lists, customer lists,
customer  contact and other  information,  and any and all  similar  information
without  regard to the form in which it is  maintained.  Mr. Moore  acknowledges
that all such materials are the sole property of C & D and that he has no right,
title,  or other interest in or to such materials.  Mr. Moore further  certifies
that he has returned all Company credit cards, computers,  printers,  telephones
and any similar or dissimilar items.

          12. CONSULTATION WITH COUNSEL.

          Mr. Moore  acknowledges  that C&D advised Mr. Moore to consult with an
attorney prior to executing this Release.

                                       9
<PAGE>


          13. CONFIRMATION OF UNDERSTANDING.

          Mr. Moore  affirms that he has carefully  read this  Release,  that he
fully  understands  the meaning and intent of this document,  that he has signed
this Release  voluntarily and knowingly,  and that he intends to be bound by the
promises contained in this Release for the consideration  described in Section 2
above.

          14. CHOICE OF LAW AND SELECTION OF FORUM.

          This Agreement shall be interpreted,  enforced, and governed under the
laws of the  Commonwealth  of  Pennsylvania.  All  disputes  arising  under this
Agreement shall be brought  exclusively in either the federal or state courts of
the Commonwealth of Pennsylvania. Mr. Moore consents to the exercise of personal
jurisdiction  by  the  federal  and/or  state  courts  of  the  Commonwealth  of
Pennsylvania.

          IN WITNESS WHEREOF, Mr. Moore and the authorized representative of C&D
have executed this Release on the dates indicated below:


C&D TECHNOLOGIES, INC.



Dated:___________________________


By:______________________________


Title:_____________________________





Dated:_____________________________


----------------------------------
                   Larry W. Moore

                                       10

<PAGE>


                                   ENDORSEMENT


         I,  ___________________________________,  hereby acknowledge that I was
given 21 days to consider the foregoing  Release and  voluntarily  chose to sign
the Release prior to the expiration of the 21-day period.

         I declare under  penalty of perjury under the laws of the  Commonwealth
of Pennsylvania that the foregoing is true and correct.

         EXECUTED    this   ________   day   of    ______________,    ____,   at
_______________________________________, Pennsylvania.



                  ---------------------------------
                         Larry W. Moore




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