<PAGE>

                                                                    EXHIBIT 10.4

                                PLEDGE AGREEMENT
                                ----------------

          THIS PLEDGE AGREEMENT (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Agreement") dated as
                                                           ---------
of November 24, 1999, is made by each of the persons named in Schedule I hereto
                                                              ----------
(such persons being referred to collectively as "Pledgors" and each individually
                                                 --------
as a "Pledgor"), in favor of UNION BANK OF CALIFORNIA, N.A. ("Bank").
      -------                                                 ----

                                    RECITALS
                                    --------

          A.   Pursuant to that certain Loan and Security Agreement of even date
herewith by and among Overhill Farms, Inc. ("Borrower"), Overhill L.C. Ventures,
                                             --------
Inc. ("Overhill Ventures"), and Bank (including all annexes, exhibits and
       -----------------
schedules thereto, as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "Loan Agreement"), Bank has agreed to
                                           --------------
make Loans to and incur Letter of Credit Obligations (each as defined in the
Loan Agreement) for the direct or indirect benefit of Borrower.

          B.   Each Pledgor is the record and beneficial owner of the shares of
Stock listed as owned by it in Part A of Schedule I hereto and the owner of the
                                         ----------
promissory notes and other Instruments and the beneficiary of the letters of
credit listed as held by it in Part B of Schedule I hereto.
                                         ----------

          C.   Each Pledgor is either a direct or indirect beneficiary of the
credit facilities made available to Borrower under the Loan Agreement.

          D.   In order to induce Bank to make the Loans and to incur the Letter
of Credit Obligations as provided for in the Loan Agreement, each Pledgor has
agreed to pledge the Pledged Collateral to Bank in accordance herewith.  These
recitals shall be construed as part of this Agreement.

                                   AGREEMENT
                                   ---------

          NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and to induce the Bank to make Loans and to incur Letter
of Credit Obligations under the Loan Agreement, it is agreed as follows:


1.   Definitions.  Unless otherwise defined herein, capitalized terms or matters
     -----------
     of construction defined or established in Schedule A to the Loan Agreement
                                               ----------
     shall be applied herein as defined or established therein, and the
     following terms shall have (unless otherwise provided elsewhere in this
     Agreement) the following respective meanings (such meanings being equally
     applicable to both the singular and plural form of the terms defined):

               "Bankruptcy Code" means title 11, United States Code, as amended
                ---------------
     from time to time, and any successor statute thereto.

               "Pledged Collateral" shall have the meaning assigned to it in
                ------------------
     Section 2.

               "Pledged Entity" shall mean an issuer of Pledged Stock or Pledged
                --------------
     Indebtedness.

               "Pledged Indebtedness" shall mean the Indebtedness evidenced by
                --------------------
     the promissory notes, instruments and letters of credit listed on Part B of
     Schedule I.
     ----------
<PAGE>

               "Pledged Stock" shall mean those shares listed in Part A of
                -------------
     Schedule I.
     ----------

               "Secured Obligations" shall have the meaning assigned to it in
                -------------------
     Section 3.

2.        Pledge.  Each Pledgor hereby pledges to Bank a first priority Lien
          ------
     on all of the following (collectively, the "Pledged Collateral"):
                                                 ------------------

                    (a)       the Pledged Stock owned by it and the certificates
                         representing such Pledged Stock, and all dividends,
                         distributions, cash, instruments and other property or
                         Proceeds from time to time received, receivable or
                         otherwise distributed in respect of or in exchange for
                         any or all of such Pledged Stock;

                    (b)       any additional shares of Stock of a Pledged Entity
                         from time to time acquired by such Pledgor in any
                         manner (which shares shall be deemed to be part of the
                         Pledged Stock owned by such Pledgor), and the
                         certificates representing such additional shares, and
                         all dividends, distributions, cash, instruments and
                         other property or Proceeds from time to time received,
                         receivable or otherwise distributed in respect of or in
                         exchange for any or all of such Stock;

                    (c)       the Pledged Indebtedness held by it and the
                         promissory notes, instruments and letters of credit
                         evidencing such Pledged Indebtedness, and all interest,
                         cash, instruments and other property and assets from
                         time to time received, receivable or otherwise
                         distributed in respect of such Pledged Indebtedness;
                         and

                    (d)       all additional Indebtedness arising after the date
                         hereof and owing to such Pledgor (other than Polyphase)
                         and evidenced by promissory notes, instruments or
                         letters of credit, together with such promissory notes,
                         instruments and letters of credit, and all interest,
                         cash, Instruments and other property and assets from
                         time to time received, receivable or otherwise
                         distributed in respect of such Pledged Indebtedness.

3.        Security for Obligations.  This Agreement secures, and the Pledged
          ------------------------
     Collateral is security for, the prompt payment and performance in full when
     due, whether at stated maturity, by acceleration or otherwise, of all
     Obligations of any kind under or in connection with the Loan Agreement, the
     Guaranty, and the other Loan Documents and all obligations of each Pledgor
     now or hereafter existing under this Agreement, the Guaranty, or any other
     Loan Document to which such Pledgor is a party, including all reasonable
     fees, costs and expenses incurred in connection with collection actions
     hereunder or thereunder (collectively, the "Secured Obligations").
                                                 -------------------

4.        Delivery of Pledged Collateral.  All certificates and all promissory
          ------------------------------
     notes, Instruments and letters of credit evidencing the Pledged Collateral
     shall be delivered to and held by or on behalf of Bank pursuant hereto. All
     Pledged Stock shall be accompanied by duly executed instruments of transfer
     or assignment in blank, all in form and substance satisfactory to Bank and
     all promissory notes or other instruments evidencing the Pledged
     Indebtedness shall be endorsed by the Pledgor pledging such Pledged
     Indebtedness.

                                       2
<PAGE>

5.        Representations and Warranties.  Each Pledgor represents and warrants
          ------------------------------
          to Bank that:

                    (a)       (i) Such Pledgor is, and at the time of delivery
                         of the Pledged Stock owned by it to Bank will be, the
                         sole holder of record and the sole beneficial owner of
                         such Pledged Collateral pledged by it free and clear of
                         any Lien thereon or affecting the title thereto, except
                         for any Lien created by this Agreement and the other
                         Loan Documents or the Subordinated Debt Documents, and
                         (ii) such Pledgor is, and at the time of delivery of
                         the Pledged Indebtedness held by it to Bank will be,
                         the sole owner and holder of such Pledged Collateral
                         free and clear of any Lien thereon or affecting title
                         thereto, except for (A) any Lien created by this
                         Agreement or the other Loan Documents and (B) Liens
                         granted pursuant to the Subordinated Debt Documents.

                    (b)       (i) All of the Pledged Stock owned by such Pledgor
                         have been duly authorized, validly issued and are fully
                         paid and nonassessable, and (ii) the Pledged
                         Indebtedness held by such Pledgor has been duly
                         authorized, authenticated or issued and delivered by,
                         and constitutes the legal, valid and binding obligation
                         of, each Pledged Entity issuing same, and no such
                         Pledged Entity is in default thereunder.

                    (c)       Such Pledgor has the right and requisite authority
                         to pledge, assign, transfer, deliver, deposit and set
                         over the Pledged Collateral pledged by such Pledgor to
                         Bank as provided herein.

                    (d)       None of the Pledged Stock or Pledged Indebtedness
                         owned or held by such Pledgor has been issued or
                         transferred in violation of the securities
                         registration, securities disclosure or similar laws of
                         any jurisdiction to which such issuance or transfer may
                         be subject.

                    (e)       Such Pledgor is the sole owner of the Pledged
                         Stock pledged by it hereunder and such Pledged Stock is
                         presently represented by the certificates listed in
                         Part A of Schedule I. As of the date hereof, there are
                                   ----------
                         no existing options, warrants, calls or commitments of
                         any character whatsoever relating to the Pledged Stock
                         pledged by such Pledgor hereunder other than those set
                         forth on Schedule III, and upon exercise of any such
                                  ------------
                         option, warrant, call or commitment set forth on
                         Schedule III, Bank agrees to deliver the Pledged Stock
                         ------------
                         to such Pledgor and release its Lien on such Pledged
                         Stock to effectuate such exercise.

                    (f)       No consent, approval, authorization or other order
                         or other action by, and no notice to or filing with,
                         any Governmental Authority or any other Person that has
                         not been obtained prior to the Closing Date is required
                         (i) for the pledge by such Pledgor of the Pledged
                         Collateral owned or held by it pursuant to this
                         Agreement or for the execution, delivery or performance
                         of this Agreement by such Pledgor, or (ii) for the
                         exercise by Bank of the

                                       3
<PAGE>

                         voting or other rights provided for in this Agreement
                         or the remedies in respect of such Pledged Collateral
                         pursuant to this Agreement, except as may be required
                         in connection with such disposition by laws affecting
                         the offering and sale of securities generally.

                    (g)       The pledge, assignment and delivery of the Pledged
                         Collateral owned or held by it pursuant to this
                         Agreement will create a valid first priority Lien in
                         favor of Bank upon such Pledged Collateral and the
                         Proceeds thereof, securing the payment of the Secured
                         Obligations, subject to no other Lien other than Liens
                         granted pursuant to the Subordinated Debt Documents.

               (h)  This Agreement has been duly authorized, executed and
delivered by such Pledgor and constitutes a legal, valid and binding obligation
of such Pledgor enforceable against such Pledgor in accordance with its terms.

               (i)  The Pledged Stock constitutes that percentage of the issued
and outstanding shares of Stock of each Pledged Entity set forth on Schedule I,
                                                                    ----------
which Stock is subject to the existing options, warrants, calls or commitments
set forth on Schedule III.
             ------------

               (j)  Except as disclosed in Part B of Schedule I, none of the
                                                     ----------
Pledged Indebtedness held by such Pledgor is subordinated in right of payment to
other Indebtedness (except for the Secured Obligations) or subject to the terms
of an indenture.

          The representations and warranties set forth in this Section 5 shall
survive the execution and delivery of this Agreement.

6.        Covenants.  Each Pledgor covenants and agrees that until the
          ---------
          Termination Date:

                    (a)       Without the prior written consent of Bank, such
                         Pledgor will not sell, assign, transfer, pledge, or
                         otherwise encumber any of its rights in or to any
                         Pledged Collateral owned or held by it, or any unpaid
                         dividends, interest or other distributions or payments
                         with respect to such Pledged Collateral, or grant a
                         Lien on such Pledged Collateral, except (i) that
                         Overhill Ventures may issue to Kings Hawaiian up to 10%
                         of the shares of its common Stock on a fully diluted
                         basis pursuant to the proposal being negotiated with
                         Kings Hawaiian as of the Closing Date and (ii) as
                         otherwise expressly permitted by the Loan Agreement or
                         this Agreement.

                    (b)       Such Pledgor will, at its expense, promptly
                         execute, acknowledge and deliver all such instruments
                         and deliver letters of credit and take all such actions
                         as Bank from time to time may request in order to
                         ensure to Bank the benefits of the Liens upon the
                         Pledged Collateral owned or held by it intended to be
                         created by this Agreement, including the filing of any
                         necessary UCC financing statements, that may be filed
                         by Bank with or (to the extent permitted by law)
                         without the signature of such Pledgor, and will
                         cooperate with Bank, at such Pledgor's expense, in
                         obtaining all necessary approvals and making all
                         necessary filings

                                       4
<PAGE>

                         under federal, state, local or foreign law in
                         connection with such Liens or any sale or transfer of
                         such Pledged Collateral.

                    (c)       Such Pledgor has and will defend the title to the
                         Pledged Collateral owned or held by it and the Liens of
                         Bank on such Pledged Collateral against the claim of
                         any Person and will maintain and preserve such Liens.

               (d)  Such Pledgor will, upon obtaining ownership of any
additional Stock, promissory notes or other instruments of a Pledged Entity, or
Stock, promissory notes or other instruments otherwise required to be pledged to
Bank pursuant to any of the Loan Documents that does not already constitute
Pledged Collateral hereunder, promptly (and in any event within three Business
Days after it acquires any such additional Stock, notes or other instruments)
deliver to Bank a Pledge Amendment, duly executed by such Pledgor, in
substantially the form of Schedule II (each, a "Pledge Amendment"), in respect
                          -----------
of any such additional Stock, notes or other instruments, pursuant to which such
Pledgor shall pledge to Bank all of such additional Stock, notes and other
Instruments. Such Pledgor hereby authorizes Lender to attach each such Pledge
Amendment to this Agreement and agrees that all Pledged Stock and Pledged
Indebtedness listed in any such Pledge Amendment delivered to Bank shall for all
purposes hereunder be considered Pledged Collateral.

7.        Pledgor's Rights.  So long as no Default or Event of Default shall
          ----------------
     have occurred and be continuing and until written notice shall be given to
     any Pledgor in accordance with Section 8(a):

                    (a)       Each Pledgor shall have the right to vote and give
                         consents with respect to the Pledged Collateral pledged
                         by it hereunder or any part thereof for all purposes
                         not inconsistent with the provisions of this Agreement,
                         the Loan Agreement or any other Loan Document;
                         provided, that no vote shall be cast, and no consent
                         --------
                         shall be given or action taken, that would have the
                         effect of impairing the position or interest of Bank in
                         respect of the Pledged Collateral or that would
                         authorize, effect or consent to (unless and to the
                         extent expressly permitted by the Loan Agreement or
                         consented to by Bank):

                         (i)       the dissolution or liquidation, in whole or
                               in part, of a Pledged Entity;

                         (ii)      the consolidation or merger of a Pledged
                               Entity with any other Person;

                         (iii)     the sale, disposition or encumbrance of all
                               or substantially all of the assets of a Pledged
                               Entity, except for Liens in favor of Bank;

                         (iv)      any change in the authorized number of
                               shares, the stated capital or the authorized
                               share capital of a Pledged Entity or the issuance
                               of any additional shares of its Stock; or

                         (v)       the alteration of the voting rights with
                              respect to the Stock of a Pledged Entity.

                                       5
<PAGE>

                    (b)       Each Pledgor shall be entitled, from time to time,
                         to collect and receive for its own use all cash
                         dividends and interest paid in respect of the Pledged
                         Stock and Pledged Indebtedness pledged by it hereunder
                         to the extent not in violation of the Loan Agreement,
                         except for any and all: (i) dividends and interest paid
                         or payable other than in cash in respect of any such
                         Pledged Collateral, instruments and other property
                         received, receivable or otherwise distributed in
                         respect of, or in exchange for, any such Pledged
                         Collateral; (ii) dividends and other distributions paid
                         or payable in cash in respect of any such Pledged Stock
                         in connection with a partial or total liquidation or
                         dissolution or in connection with a reduction of
                         capital, capital surplus or paid-in capital of a
                         Pledged Entity; and (iii) cash paid, payable or
                         otherwise distributed in respect of principal of, or in
                         redemption of, or in exchange for, any such Pledged
                         Collateral; provided, that until actually paid all
                                     --------
                         rights to such distributions shall remain subject to
                         the Lien in favor of Bank created by this Agreement and
                         the other Loan Documents.

                    (c)       All dividends and interest (other than such cash
                         dividends and interest as are permitted to be paid to
                         each Pledgor in accordance with Section 7(b) above) and
                         all other distributions in respect of any of the
                         Pledged Stock or Pledged Indebtedness, whenever paid or
                         made, shall be delivered to Bank to hold as Pledged
                         Collateral and shall, if received by such Pledgor, be
                         received in trust for the benefit of Bank, be
                         segregated from the other property or funds of such
                         Pledgor, and be forthwith delivered to Bank as Pledged
                         Collateral in the same form as so received (with any
                         necessary indorsements).

8.        Defaults and Remedies; Proxy.
          ----------------------------

                    (a)       Upon the occurrence and during the continuation of
                         any Event of Default, Bank (personally or through an
                         agent) is hereby authorized and empowered to transfer
                         and register in its name or in the name of its nominee
                         the whole or any part of the Pledged Collateral pledged
                         by such Pledgor hereunder, to exchange certificates or
                         instruments representing or evidencing such Pledged
                         Collateral for certificates or instruments of smaller
                         or larger denominations, to exercise the voting and all
                         other rights as a holder with respect thereto, to
                         collect and receive all cash dividends, interest,
                         principal and other distributions made thereon, to sell
                         in one or more sales after five days' notice of the
                         time and place of any public sale or of the time at
                         which a private sale is to take place (which notice
                         such Pledgor agrees is commercially reasonable) the
                         whole or any part of such Pledged Collateral and to
                         otherwise act with respect to such Pledged Collateral
                         as though Bank were the outright owner thereof. Any
                         sale shall be made at a public or private sale at
                         Bank's place of business, or at any place in Los
                         Angeles County, California to be named in the notice

                                       6
<PAGE>

                         of sale, either for cash or upon credit or for future
                         delivery at such price as Bank may deem fair, and Bank
                         may be the purchaser of the whole or any part of such
                         Pledged Collateral so sold and hold the same thereafter
                         in its own right free from any claim of any Pledgor or
                         any right of redemption. Each sale shall be made to the
                         highest bidder, but Bank reserves the right to reject
                         any and all bids at such sale that, in its discretion,
                         it shall deem inadequate. Demands of performance,
                         except as otherwise herein specifically provided for,
                         notices of sale, advertisements and the presence of
                         property at sale are hereby waived and any sale
                         hereunder may be conducted by an auctioneer or any
                         officer or agent of Bank. UPON THE OCCURRENCE AND
                         DURING THE CONTINUATION OF AN EVENT OF DEFAULT, EACH
                         PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS
                         BANK AS THE PROXY AND ATTORNEY-IN-FACT OF SUCH PLEDGOR
                         WITH RESPECT TO THE PLEDGED COLLATERAL PLEDGED BY SUCH
                         PLEDGOR HEREUNDER, INCLUDING THE RIGHT TO VOTE THE
                         PLEDGED STOCK OF SUCH PLEDGOR, WITH FULL POWER OF
                         SUBSTITUTION TO DO SO. THE APPOINTMENT OF BANK AS PROXY
                         AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND
                         SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE. IN
                         ADDITION TO THE RIGHT TO VOTE THE PLEDGED STOCK OF SUCH
                         PLEDGOR, THE APPOINTMENT OF BANK AS PROXY AND ATTORNEY-
                         IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER
                         RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A
                         HOLDER OF SUCH PLEDGED STOCK WOULD BE ENTITLED
                         (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF
                         SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS
                         AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE
                         EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF
                         ANY ACTION (INCLUDING ANY TRANSFER OF SUCH PLEDGED
                         STOCK ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY
                         PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED STOCK OR
                         ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND
                         DURING THE CONTINUATION OF AN EVENT OF DEFAULT.
                         NOTWITHSTANDING THE FOREGOING, BANK SHALL NOT HAVE ANY
                         DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME
                         AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR
                         ANY DELAY IN DOING SO.

                    (b)       If, at the original time or times appointed for
                         the sale of the whole or any part of the Pledged
                         Collateral pledged by any Pledgor hereunder, (i) the
                         highest bid, if there is but one sale, shall be
                         inadequate to discharge in full all the Secured

                                       7
<PAGE>

                         Obligations, or (ii) such Pledged Collateral is offered
                         for sale in lots, the highest bid for the lot offered
                         for sale at any of such sales would indicate to Bank,
                         in its discretion, that the proceeds of the sales of
                         the whole of such Pledged Collateral would be unlikely
                         to be sufficient to discharge all the Secured
                         Obligations, then Bank may, on one or more occasions
                         and in its discretion, postpone any of said sales by
                         public announcement at the time of sale or the time of
                         previous postponement of sale, and no other notice of
                         such postponement or postponements of sale need be
                         given, any other notice being hereby waived; provided,
                                                                      --------
                         that any sale or sales made after such postponement
                         shall be after ten days' notice to such Pledgor.

                    (c)       If, following the occurrence and during the
                         continuance of an Event of Default, Bank in its sole
                         discretion determines that, in connection with any
                         actual or contemplated exercise of its rights (when
                         permitted under this Section 8) to sell the whole or
                         any part of the Pledged Collateral hereunder, it is
                         necessary or advisable to effect a public registration
                         of all or part of the Pledged Collateral pursuant to
                         the Securities Act of 1933 (or any similar statute then
                         in effect, the "Act"), then each Pledgor shall, in an
                                         ---
                         expeditious manner, cause the Pledged Entity that
                         issued Pledged Collateral owned or held by it to:

                         (i)       Prepare and file with the Securities and
                               Exchange Commission (the "Commission") a
                                                         ----------
                               registration statement with respect to the
                               Pledged Stock owned by it and in good faith use
                               commercially reasonable efforts to cause such
                               registration statement to become and remain
                               effective;

                         (ii)      Prepare and file with the Commission such
                               amendments and supplements to such registration
                               statement and the prospectus used in connection
                               therewith as may be necessary to keep such
                               registration statement effective and to comply
                               with the provisions of the Act with respect to
                               the sale or other disposition of the Pledged
                               Stock covered by such registration statement
                               whenever Bank shall desire to sell or otherwise
                               dispose of such Pledged Stock;

                         (iii)     Furnish to Bank such numbers of copies of a
                               prospectus and a preliminary prospectus, in
                               conformity with the requirements of the Act, and
                               such other documents as Bank may request in order
                               to facilitate the public sale or other
                               disposition by Bank of the Pledged Stock owned by
                               it;

                         (iv)      Use commercially reasonable efforts to
                               register or qualify the Pledged Stock covered by
                               such registration statement under such other
                               securities or blue sky laws of such jurisdictions
                               within the United States and Puerto

                                       8
<PAGE>

                              Rico as Bank shall request, and do such other
                              reasonable acts and things as may be required of
                              it to enable Bank to consummate the public sale or
                              other disposition by Bank in such jurisdictions of
                              such Pledged Stock by Bank;

                         (v)       Furnish, at the request of Bank, on the date
                              that Pledged Stock owned or held by it are
                              delivered to the underwriters for sale pursuant to
                              such registration or, if the security is not being
                              sold through underwriters, on the date that the
                              registration statement with respect to such
                              Pledged Stock becomes effective, (A) an opinion,
                              dated such date, of the independent counsel
                              representing such registrant for the purposes of
                              such registration, addressed to the underwriters,
                              if any, and in the event such Pledged Stock is not
                              being sold through underwriters, then to Bank, in
                              customary form and covering matters of the type
                              customarily covered in such legal opinions; and
                              (B) a comfort letter, dated such date, from the
                              independent certified public accountants of such
                              registrant, addressed to the underwriters, if any,
                              and in the event such Pledged Stock is not being
                              sold through underwriters, then to Bank, in a
                              customary form and covering matters of the type
                              customarily covered by such comfort letters and as
                              the underwriters or Bank shall reasonably request.
                              The opinion of counsel referred to above shall
                              additionally cover such other legal matters with
                              respect to the registration in respect of which
                              such opinion is being given as Bank may reasonably
                              request. The comfort letter referred to above from
                              the independent certified public accountants shall
                              additionally cover such other financial matters
                              (including information as to the period ending not
                              more than five Business Days prior to the date of
                              such letter) with respect to the registration in
                              respect of which such letter is being given as
                              Bank may reasonably request; and

                         (vi)      Otherwise use commercially reasonable efforts
                              to comply with all applicable rules and
                              regulations of the Commission, and make available
                              to its security holders, as soon as reasonably
                              practicable but not later than 18 months after the
                              effective date of such registration statement, an
                              earnings statement covering the period of at least
                              12 months beginning with the first full month
                              after the effective date of such registration
                              statement, which earnings statement shall satisfy
                              the provisions of Section 11(a) of the Act.

                    (d)       All expenses incurred in complying with Section
                         8(c), including all registration and filing fees
                         (including all expenses incident to filing with the
                         National Association of Securities Dealers, Inc.),
                         printing expenses, fees and disbursements of

                                       9
<PAGE>

                         counsel for the registrant, the fees and expenses of
                         counsel for Bank, expenses of the independent certified
                         public accountants (including any special audits
                         incident to or required by any such registration) and
                         expenses of complying with the securities or blue sky
                         laws of any jurisdictions, shall be paid by Pledgors.

                    (e)       If, at any time when Bank shall determine to
                         exercise its right to sell the whole or any part of the
                         Pledged Collateral hereunder, such Pledged Collateral
                         or the part thereof to be sold shall not, for any
                         reason whatsoever, be effectively registered under the
                         Act (or any similar statute), then Bank may, in its
                         discretion (subject only to applicable requirements of
                         law), sell such Pledged Collateral or part thereof by
                         private sale in such manner and under such
                         circumstances as Bank may deem necessary or advisable,
                         but subject to the other requirements of this Section
                         8, and shall not be required to effect such
                         registration or to cause the same to be effected.
                         Without limiting the generality of the foregoing, in
                         any such event, Bank in its discretion may (i) in
                         accordance with applicable securities laws proceed to
                         make such private sale notwithstanding that a
                         registration statement for the purpose of registering
                         such Pledged Collateral or part thereof could be or
                         shall have been filed under the Act (or similar
                         statute), (ii) approach and negotiate with a single
                         possible purchaser to effect such sale, and (iii)
                         restrict such sale to a purchaser who is an accredited
                         investor under the Act and who will represent and agree
                         that such purchaser is purchasing for its own account,
                         for investment and not with a view to the distribution
                         or sale of such Pledged Collateral or any part thereof.
                         In addition to a private sale as provided above in this
                         Section 8, if any of the Pledged Collateral shall not
                         be freely distributable to the public without
                         registration under the Act (or similar statute) at the
                         time of any proposed sale pursuant to this Section 8,
                         then Bank shall not be required to effect such
                         registration or cause the same to be effected but, in
                         its discretion (subject only to applicable requirements
                         of law), may require that any sale hereunder (including
                         a sale at auction) be conducted subject to
                         restrictions:

                         (i)       as to the financial sophistication and
                               ability of any Person permitted to bid or
                               purchase at any such sale;

                         (ii)      as to the content of legends to be placed
                               upon any certificates representing the Pledged
                               Collateral sold in such sale, including
                               restrictions on future transfer thereof;

                         (iii)     as to the representations required to be made
                               by each Person bidding or purchasing at such sale
                               relating to such Person's access to financial
                               information about such Pledgor and such Person's
                               intentions as to the holding of the Pledged
                               Collateral so sold for investment for its own

                                       10
<PAGE>

                               account and not with a view to the distribution
                               thereof; and

                         (iv)      as to such other matters as Bank may, in its
                               discretion, deem necessary or appropriate in
                               order that such sale (notwithstanding any failure
                               so to register) may be effected in compliance
                               with the Bankruptcy Code and other laws affecting
                               the enforcement of creditors' rights and the Act
                               and all applicable state securities laws.

                    (f)       Each Pledgor recognizes that Bank may be unable to
                         effect a public sale of any or all the Pledged
                         Collateral and may be compelled to resort to one or
                         more private sales thereof in accordance with Section
                         8(e) above. Each Pledgor also acknowledges that any
                         such private sale may result in prices and other terms
                         less favorable to the seller than if such sale were a
                         public sale and, notwithstanding such circumstances,
                         agrees that any such private sale shall not be deemed
                         to have been made in a commercially unreasonable manner
                         solely by virtue of such sale being private. Bank shall
                         be under no obligation to delay a sale of any of the
                         Pledged Collateral for the period of time necessary to
                         permit the applicable Pledged Entity to register such
                         securities for public sale under the Act, or under
                         applicable state securities laws, even if the Pledgor
                         owning or holding such Pledged Collateral and the
                         Pledged Entity would agree to do so.

                    (g)       Each Pledgor agrees to the maximum extent
                         permitted by applicable law that following the
                         occurrence and during the continuance of an Event of
                         Default it will not at any time plead, claim or take
                         the benefit of any appraisal, valuation, stay,
                         extension, moratorium or redemption law now or
                         hereafter in force in order to prevent or delay the
                         enforcement of this Agreement, or the absolute sale of
                         the whole or any part of the Pledged Collateral or the
                         possession thereof by any purchaser at any sale
                         hereunder, and each Pledgor waives the benefit of all
                         such laws to the extent it lawfully may do so. Each
                         Pledgor agrees that it will not interfere with any
                         right, power or remedy of Bank provided for in this
                         Agreement or now or hereafter existing at law or in
                         equity or by statute or otherwise, or the exercise or
                         beginning of the exercise by Bank of any one or more of
                         such rights, powers or remedies. No failure or delay on
                         the part of Bank to exercise any such right, power or
                         remedy and no notice or demand that may be given to or
                         made upon any Pledgor by Bank with respect to any such
                         remedies shall operate as a waiver thereof, or limit or
                         impair Bank's right to take any action or to exercise
                         any power or remedy hereunder, without notice or
                         demand, or prejudice its rights as against any Pledgor
                         in any respect.

                    (h)       Each Pledgor further agrees that a breach of any
                         of the covenants contained in this Section 8 will cause
                         irreparable injury

                                       11
<PAGE>

                         to Bank, that Bank shall have no adequate remedy at law
                         in respect of such breach and, as a consequence, agrees
                         that each and every covenant contained in this Section
                         8 shall be specifically enforceable against such
                         Pledgor, and each Pledgor hereby waives and agrees not
                         to assert any defenses against an action for specific
                         performance of such covenants except for a defense
                         that: (i) no Event of Default has occurred under the
                         Loan Agreement and (ii) Bank is in breach of its
                         obligations under this Agreement or the other Loan
                         Documents.

                    (i)            Until the occurrence of an Event of Default,
                         Bank may not (i) repledge the Pledged Collateral to any
                         other party, (ii) sell, assign, transfer, exchange or
                         otherwise dispose of, or grant any option with respect
                         to, the Pledged Collateral, or (iii) create, incur or
                         permit the existence of any Lien or option with respect
                         to the Pledged Collateral (except as contemplated by
                         this Agreement).

9.        Waiver. No delay on Bank's part in exercising any power of sale, Lien,
          ------
      option or other right hereunder, and no notice or demand that may be given
      to or made upon any Pledgor by Bank with respect to any power of sale,
      Lien, option or other right hereunder, shall constitute a waiver thereof,
      or limit or impair Bank's right to take any action or to exercise any
      power of sale, Lien, option, or any other right hereunder, without notice
      or demand, or prejudice Bank's rights as against any Pledgor in any
      respect.

10.       Assignment. Bank may assign, indorse or transfer any instrument
          ----------
     evidencing all or any part of the Secured Obligations as provided in, and
     in accordance with, the Loan Agreement, and the holder of such instrument
     shall be bound by and entitled to the benefits of this Agreement.

11.       Termination.  Immediately following the Termination Date, Bank shall
          -----------
     deliver to each Pledgor (as the case may be) the Pledged Collateral pledged
     by such Pledgor at the time subject to this Agreement and all instruments
     of assignment executed in connection therewith, free and clear of the Liens
     created in favor of Bank under this Agreement and the other Loan Documents
     and, except as otherwise provided herein, all of such Pledgor's obligations
     hereunder shall at such time terminate.  Upon payment in full in cash of
     any Indebtedness evidenced by a promissory note or other instrument, Bank
     will return such instrument to the Pledgor that is the obligee under such
     instrument.

12.       Lien Absolute. All rights of Bank hereunder, and all obligations of
          -------------
     each Pledgor hereunder, shall be absolute and unconditional irrespective
     of:

                    (a)       any lack of validity or enforceability of the Loan
                         Agreement, any other Loan Document or any other
                         agreement or instrument governing or evidencing any
                         Secured Obligations;

                    (b)       any change in the time, manner or place of payment
                         of, or in any other term of, all or any part of the
                         Secured Obligations, or any other amendment or waiver
                         of or any consent to any departure from the Loan
                         Agreement, any other Loan Document or any other
                         agreement or instrument governing or evidencing any
                         Secured Obligations;

                                       12
<PAGE>

                    (c)       any exchange, release or non-perfection of any
                         other Collateral or any release or amendment or waiver
                         of, or consent to departure from any guaranty for, all
                         or any of the Secured Obligations;

                    (d)       the insolvency of Borrower or any Guarantor or any
                         other guarantor of the obligations; or

                    (e)       any other circumstance that might otherwise
                         constitute a defense available to, or a discharge of,
                         such Pledgor.

13.       Release. Each Pledgor (other than Borrower) consents and agrees that
          -------
     Bank may at any time, or from time to time, in its discretion:

                    (a)       renew, extend or change the time of payment of, or
                         the manner, place or terms of payment of, all or any
                         part of the Secured Obligations; and

                    (b)       exchange, release or surrender all or any of the
                         Collateral (including the Pledged Collateral), or any
                         part thereof, by whomsoever deposited, that is now or
                         may hereafter be held by or on behalf of Bank in
                         connection with all or any of the Secured Obligations;
                         all in such manner and upon such terms as Bank may deem
                         proper, and without notice to or further assent from
                         such Pledgor, it being hereby agreed that such Pledgor
                         shall be and remain bound by this Agreement
                         irrespective of the value or condition of any of the
                         Collateral and notwithstanding any such change,
                         exchange, settlement, compromise, surrender, release,
                         renewal or extension, and notwithstanding also that the
                         Secured Obligations may, at any time, exceed the
                         aggregate principal amount thereof set forth in the
                         Loan Agreement or any other agreement governing any
                         Secured Obligations.  Each Pledgor hereby waives notice
                         of acceptance of this Agreement, presentment, demand,
                         protest and notice of dishonor of any and all of the
                         Secured Obligations, and any delay by Bank in
                         commencing suit against any party hereto or Person
                         liable hereon, and in giving any notice to or of making
                         any claim or demand hereunder upon such Pledgor.  No
                         act or omission of any kind on Bank's part (other than
                         an act or omission that is finally determined by a
                         referee or a court of competent jurisdiction to have
                         resulted solely from Bank's gross negligence or willful
                         misconduct) shall in any event affect or impair this
                         Agreement.

14.       Reinstatement. This Agreement shall remain in full force and effect
          -------------
     and continue to be effective should any petition be filed by or against any
     Pledgor or any Pledged Entity for liquidation or reorganization, should any
     Pledgor or any Pledged Entity become insolvent or make an assignment for
     the benefit of creditors or should a receiver or trustee be appointed for
     all or any significant part of any Pledgor's or Pledged Entity's assets,
     and shall continue to be effective or be reinstated, as the case may be, if
     at any time payment and performance of the Secured Obligations, or any part
     thereof, is, pursuant to applicable law, rescinded or reduced in amount, or
     must otherwise be restored or returned by any obligee of the Secured
     Obligations, whether as a "voidable

                                       13
<PAGE>

     preference," "fraudulent transfer," or otherwise, all as though such
     payment or performance had not been made. In the event that any payment, or
     any part thereof, is rescinded, reduced, restored or returned, the Secured
     Obligations shall be reinstated and deemed reduced only by such amount paid
     and not so rescinded, reduced, restored or returned.

15.       Miscellaneous.
          -------------

                    (a)       Bank may execute any of its duties hereunder by or
                         through agents or employees and shall be entitled to
                         advice of counsel concerning all matters pertaining to
                         its duties hereunder.

                    (b)       Each Pledgor agrees to promptly reimburse Bank for
                         actual out-of-pocket expenses, including reasonable
                         attorneys' fees, incurred by Bank in connection with
                         the enforcement of its rights and remedies under this
                         Agreement.

                    (c)       Neither Bank nor any of its officers, directors,
                         employees, agents or counsel shall be liable for any
                         action lawfully taken or omitted to be taken by it or
                         them hereunder or in connection herewith, except for
                         its or their own gross negligence or willful misconduct
                         as finally determined by a referee or a court of
                         competent jurisdiction.

                    (d)       THIS AGREEMENT SHALL BE BINDING UPON EACH PLEDGOR
                         AND ITS SUCCESSORS AND ASSIGNS (INCLUDING A TRUSTEE OR
                         DEBTOR-IN-POSSESSION ON BEHALF OF SUCH PLEDGOR), AND
                         SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY
                         AND BINDING UPON, BANK AND ITS SUCCESSORS AND ASSIGNS,
                         AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
                         ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA
                         APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT
                         STATE, AND NONE OF THE TERMS OR PROVISIONS OF THIS
                         AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED
                         EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF BANK
                         AND EACH PLEDGOR.

16.       Severability. If for any reason any provision or provisions hereof are
          ------------
     determined to be invalid and contrary to any existing or future law, such
     invalidity shall not impair the operation of or affect those portions of
     this Agreement that are valid.

17.       Notices.  Except as otherwise provided herein, whenever it is provided
          -------
     herein that any notice, demand, request, consent, approval, declaration or
     other communication shall or may be given to or served upon any of the
     parties by any other party, or whenever any of the parties desires to give
     or serve upon any other party any communication with respect to this
     Agreement, each such notice, demand, request, consent, approval,
     declaration or other communication shall be in writing and shall be given
     in the manner, and deemed received, as provided for in the Loan Agreement.

                                       14
<PAGE>

18.       Section Titles. The section titles contained in this Agreement are and
          --------------
     shall be without substantive meaning or content of any kind whatsoever and
     are not a part of the agreement between the parties hereto.

19.       Counterparts.  This Agreement may be executed in any number of
          ------------
     counterparts, which shall, collectively and separately, constitute one
     agreement.

                                       15
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Pledge
Agreement to be duly executed as of the date first written above.

"Pledgors"                          "Bank"

OVERHILL FARMS, INC.                     UNION BANK OF CALIFORNIA, N.A.


By:______________________________________    By:_______________________________
     James Rudis
     President and Chief Executive           Title:____________________________
     Officer


By:______________________________________
     Richard A. Horvath
     Vice President and Chief Financial
     Officer


POLYPHASE CORPORATION


By:______________________________________
     James Rudis
     President and Chief Executive
     Officer


By:______________________________________
     William E. Shatley
     Senior Vice President and
     Chief Financial Officer


OVERHILL L.C. VENTURES, INC.


By:______________________________________
     James Rudis
     President and Chief Executive
     Officer


By:______________________________________
     Richard A. Horvath
     Vice President and Chief Financial
     Officer

                                       16
<PAGE>

                                  SCHEDULE I
                                  ----------


                                    PART A
                                    ------

                                 Pledged Stock
                                 -------------

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------
                                  Class               Certificate     Number       Percentage of
     Name of Pledgor             of Stock              Number(s)     of Shares  Outstanding Shares
 ----------------------  --------------------------  --------------  ---------  -------------------
<S>                      <C>                         <C>             <C>        <C>
 ----------------------  --------------------------  --------------  ---------  -------------------
Overhill Farms            Common Stock of Overhill
                              L.C. Ventures                             1000                 100%
-----------------------  --------------------------  --------------   --------  -------------------

-----------------------  --------------------------  --------------   --------  -------------------
Polyphase Corporation     Common Stock of Overhill
                                  Farms                                  775                 100%
-----------------------  --------------------------  --------------   --------  -------------------
-----------------------  --------------------------  --------------   --------  -------------------
-----------------------  --------------------------  --------------   --------  -------------------
---------------------------------------------------------------------------------------------------
</TABLE>



                                     PART B
                                     ------

                              Pledged Indebtedness
                              --------------------


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------
                              Initial
     Pledged Entity       Principal Amount     Issue Date        Maturity Date     Interest Rate
------------------------  ---------------- ------------------  ------------------  --------------
<S>                       <C>               <C>                <C>                  <C>
Overhill Farms
------------------------  ---------------- ------------------  ------------------  --------------
------------------------  ---------------- ------------------  ------------------  --------------
Overhill L.C. Ventures         $14,000      October 22, 1999    October 1, 2000         10%
------------------------  ---------------- ------------------  ------------------  -------------

------------------------------------------------------------------------------------------------
</TABLE>

                                       17
<PAGE>

                                  SCHEDULE II
                                  -----------

                                PLEDGE AMENDMENT


          This Pledge Amendment, dated as of __________ ___, ___ is delivered
pursuant to Section 6(d) of the Pledge Agreement referred to below.  All defined
terms herein shall have the meanings assigned thereto or incorporated by
reference in the Pledge Agreement.  The undersigned hereby certifies that the
representations and warranties in Section 5 of the  Pledge Agreement are and
continue to be true and correct, both as to the promissory notes, other
Instruments and shares pledged prior to this Pledge Amendment and as to the
promissory notes, other Instruments and shares pledged pursuant to this Pledge
Amendment.  The undersigned further agrees that this Pledge Amendment may be
attached to that certain Pledge Agreement dated as of November 24, 1999  (the
"Pledge Agreement"), by and among the "Pledgors" named therein and Union Bank of
-----------------
California, N.A. and that the Pledged Stock and Pledged Indebtedness listed in
this Pledge Amendment shall be and become a part of the Pledged Collateral
referred to in the Pledge Agreement and shall secure all Secured Obligations
referred to in the Pledge Agreement.  The undersigned acknowledges that any
promissory notes, other Instruments or shares not included in the Pledged
Collateral at the discretion of Bank may not otherwise be pledged by Pledgor to
any other Person or otherwise be used as security for any obligations other than
the Secured Obligations.

                                    "Pledgor"

                                    _________________________________

                                    By:______________________________

                                    Name:____________________________

                                    Title:___________________________


                                 Pledged Stock
                                 -------------

<TABLE>
<CAPTION>

-------------------------------------------------------------------------
      Name and                         Class     Certificate     Number
 Address of Pledgor   Pledged Entity  of Stock    Number(s)     of Shares
--------------------  --------------  --------  --------------  ---------
<S>                   <C>             <C>       <C>             <C>
--------------------  --------------  --------  --------------  ---------

--------------------  --------------  --------  --------------  ---------

-------------------------------------------------------------------------
</TABLE>


                              Pledged Indebtedness
                              --------------------

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
                                                                      Interest
 Pledged Entity   Initial Principal Amount  Issue Date  Maturity Date    Rate
----------------  ------------------------  ----------  -------------- --------
<S>               <C>                       <C>         <C>            <C>

----------------  ------------------------  ----------  -------------- --------

-------------------------------------------------------------------------------
</TABLE>

                                       18
<PAGE>

                                  SCHEDULE III
                                  ------------

              OUTSTANDING OPTIONS, WARRANTS, CALLS AND COMMITMENTS

                                       19