<PAGE>   1

                                                                    EXHIBIT 10.4

                       STOCK PLEDGE AND SECURITY AGREEMENT

        This Stock Pledge and Security Agreement (this "Pledge Agreement") is
executed and delivered as of the 15th day of December, 2000, by each of the
parties set forth on the signature pages hereof (collectively "Pledgors", and
individually each a "Pledgor" ), to and in favor of FOOTHILL CAPITAL
CORPORATION, a California corporation, as Agent for itself and the other Lenders
("Agent"), with respect to the following facts:

        A. Pledgors, Agent, the Lenders named therein, and other Obligors named
therein have entered into that certain Loan and Security Agreement, dated as of
December 15, 2000 (the same as it may be amended, restated, modified, and
supplemented, and in effect from time to time, the "Loan Agreement"), and
certain other Loan Documents, pursuant to which Loan Documents the Lender Group
has agreed to extend credit to or for the account of Communications & Power
Industries, Inc., a Delaware corporation ("Borrower").

        B. In order to induce the Lender Group to enter into the Loan Agreement
and to accept all of the Loan Documents, and to make advances and otherwise
extend credit to Borrower thereunder, each Pledgor has agreed to secure the
payment and performance of the Guaranteed Obligations (as defined below) and to
accomplish same by (i) executing and delivering to Agent this Pledge Agreement
for the benefit of the Lender Group, (ii) delivering to Agent the Pledged
Securities owned by such Pledgor (hereinafter defined), together with
appropriate powers and/or endorsements duly executed in blank by such Pledgor,
and (iii) delivering to Agent any and all other documents which Agent deems
necessary to protect Agent's interests hereunder or with respect to the
Guaranteed Obligations.

        C. This Pledge Agreement is one of the Stock Pledge Agreements as
defined and described in the Loan Agreement. Capitalized terms, which are used
herein but not defined herein, shall have the meanings ascribed to them in the
Loan Agreement.

        NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, Pledgors hereby
agree as follows:

        1.     Definitions.

               (a) "Guaranteed Obligations" means all obligations and
liabilities of Pledgors for payment and performance under or arising out of the
Guaranty.

               (b) "Issuer" shall mean and include each of the corporations
identified in Exhibit "A" hereto, which is incorporated herein by this
reference, individually and collectively.

               (c) "Pledge Agreement" shall mean and include this Pledge and
Security Agreement, as amended, modified or supplemented from time to time.


<PAGE>   2

               (d) "Pledged Property" shall mean and include (i) the Pledged
Securities, the certificates or other instruments representing the Pledged
Securities, any interest of Pledgor in the entries on the books of any financial
intermediary pertaining to the Pledged Shares, together with all cash dividends,
stock dividends, interest, profits, redemptions, warrants, subscription rights,
stock, securities, options, substitutions, exchanges and other distributions now
or hereafter paid, delivered or distributed by Issuer or which may hereafter be
acquired by or delivered with respect to or in exchange for the Pledged
Property, (ii) each Pledgor's records with respect to the foregoing and (iii)
all proceeds of all of the foregoing, regardless of form.

               (e) "Pledged Securities" shall mean the shares of stock described
in Exhibit "A".

               (f) All other terms hereinbefore or hereinafter defined in this
Pledge Agreement shall have the meanings herein assigned to such terms.

               (g) All terms not specifically defined herein which are defined
in the New York Uniform Commercial Code shall be construed in accordance with
the definitions set forth therein. All references herein to the "UCC" shall mean
the Uniform Commercial Code adopted by the New York as in effect from time to
time.

        2.     Grant of Security Interest

               As collateral security for the prompt and unconditional payment
and performance when due of each and every one of the Guaranteed Obligations,
each Pledgor hereby assigns, mortgages, pledges, hypothecates, transfers, sets
over and grants to Agent, for the benefit of the Lender Group, a security
interest in and lien upon all of the Pledged Property.

        3.     Representations, Warranties, Covenants and Waivers

               Each of Pledgors hereby covenants, represents and warrants with
and to Agent that (all of such covenants, representations and warranties being
continuing in nature so long as any of the Guaranteed Obligations are
outstanding):

               (a) The Pledged Securities of each Pledgor are duly authorized,
validly issued, fully paid and nonassessable securities of each Issuer; and are
not registered, nor has any Pledgor or Issuer authorized the registration
thereof, in the name of any person or entity other than such Pledgor or Agent;
and, except as otherwise shown in Exhibit "A" hereto, constitute all issued and
outstanding shares of such Issuer.

               (b) The Pledged Property of each Pledgor is directly, legally and
beneficially owned by such Pledgor free and clear of all claims, liens, pledges
and encumbrances of any kind, nature or description except for the first and
prior pledge and security interest with respect thereto in favor of Agent and
restrictions under applicable securities law.


                                      -2-
<PAGE>   3

               (c) The Pledged Property is not subject to any restrictions
relative to the pledge or transfer thereof, except as noted on the certificates
evidencing the Pledged Securities, and each Pledgor has the right to transfer
and hypothecate the Pledged Property of such Pledgor free and clear of any
liens, encumbrances or restrictions except as otherwise provided herein and
restrictions under applicable securities law.

               (d) The Pledged Property is duly and validly pledged to Agent and
no consent or approval of any governmental or regulatory authority or of any
securities exchange or the like, nor any consent or approval of any other third
party, was or is necessary to the validity and enforceability of this Pledge
Agreement.

               (e) Pledgor authorizes Agent to (i) control the Pledged Property,
(ii) perform any and all other acts which Agent in good faith deems reasonable
and/or necessary for the protection and preservation of the Pledged Property or
its value or Agent's security interest therein, including, without limitation,
but only upon and during the continuation of an Event of Default, transferring,
registering or arranging for the transfer or registration of the Pledged
Property to or in Agent's own name and receiving the income therefrom as
additional collateral for the Guaranteed Obligations and (iii) pay any charges
or expenses which Agent deems necessary for the foregoing purposes, but without
any obligation to do so. Any obligation of Agent for reasonable care for the
Pledged Property in Agent's possession shall be limited to the same degree of
care required by Section 9207 of the UCC (or any comparable successor statute).

               (f) Pledgor will not exercise any right under any Pledged
Property which might constitute the exercise of such control by Agent so as to
make the Issuer of such Pledged Property an Affiliate of Agent until after
occurrence of and during the continuation of an Event of Default.

               (g) Pledgor will pay all charges and assessments of any nature
against the Pledged Property or with respect hereto prior to said charges and/or
assessments being delinquent.

               (h) Pledgor shall promptly reimburse Agent on demand, together
with interest at the rate provided in the Loan Documents, for any charges,
assessments, fees, and reasonable and documented out-of-pocket costs or expenses
paid or incurred by Agent in its Permitted Discretion for the protection,
preservation and maintenance of the Pledged Property and the enforcement of
Agent's rights hereunder, including, without limitation, reasonable and
documented out-of-pocket costs, attorneys fees and other expenses incurred by
Agent in seeking to protect, collect or enforce its rights in the Pledged
Property or otherwise hereunder.

               (i) Pledgor shall furnish Agent with such information concerning
Issuer and the Pledged Property as Agent may from time to time request,
including, without limitation, current financial statements.

               (j) During the term of this Pledge Agreement, if Pledgor shall
receive, have registered in its name or become entitled to receive or acquire or
have registered in its name any stock certificate, option or warrant with
respect to the securities of Issuer (including, without


                                      -3-
<PAGE>   4

limitation, any certificate representing a dividend on or a distribution or
exchange of or in connection with any reclassification of the Pledged
Securities) whether as an addition to, in substitution of, or in exchange for
any of the Pledged Property or otherwise, such Pledgor agrees to accept same as
Agent's agent, to hold same in trust for Agent and to deliver same forthwith to
Agent or Agent's agent or bailee in the form received, with the endorsement(s)
of the applicable Pledgor where necessary or duly executed appropriate powers
and/or assignments, to be held by Agent or Agent's agent or bailee. If any of
the foregoing is at any time in uncertificated form, the applicable Pledgor
shall register same with Agent's security interest noted therein, as further
security for the Guaranteed Obligations, and take such other actions as are
necessary to create a valid and perfected first priority security interest in
favor of Agent in the Pledged Securities or other Pledged Property.

               (k) During the term of this Pledge Agreement, no Pledgor shall
directly or indirectly sell, assign, transfer, or otherwise dispose of, or grant
any option with respect to the Pledged Property, nor shall any Pledgor create,
incur or permit any further pledge, hypothecation, encumbrance, lien, mortgage
or security interest with respect to the Pledged Property except as permitted by
the Loan Agreement.

               (l) So long as no Event of Default has occurred and is
continuing, each Pledgor: (i) shall have the right to vote and exercise all
corporate rights with respect to its Pledged Securities; and (ii) shall have the
right to receive and collect all dividends and distributions (other than of
additional securities of the Issuer, or any options or warrants with respect to
securities of the Issuer) with respect to the Pledged Securities.

               (m) Agent may notify each Issuer or the appropriate transfer
agent of the Pledged Securities to register the security interest and pledge
granted herein in the name of Agent and honor the rights of Agent with respect
to the Pledged Securities and other Pledged Property.

               (n) Pledgor shall perform such further acts and execute such
additional instruments as are reasonably required by Agent to effectuate and
implement this Pledge Agreement and the provisions hereof.

               (o) No action has been taken or is being taken by or is currently
planned by any Pledgor, or any agent acting on its behalf, which would cause
this Pledge Agreement, the Guaranteed Obligations or the Loan Documents to
violate any regulation of the Securities Exchange Act of 1934 or any other
applicable law or regulation, in each case as now in effect or as the same may
hereafter be amended or supplemented. Pledgor is not in the business of
extending credit for the purpose of purchasing or carrying margin stocks or
other securities. The Pledged Property does not compose margin stock.

               (p) Pledgor waives (i) all rights to require Agent to proceed
against any other person, entity or collateral or to exercise any remedy, or
(ii) the defense of the statute of limitations in any action upon any of the
Guaranteed Obligations or other collateral. Agent is


                                      -4-
<PAGE>   5

entitled to all of the benefits of a secured party set forth in Section 9207 of
the UCC (or any comparable successor statute).

        4.     Remedies After Event of Default

               Upon the occurrence and during the continuation of an Event of
Default and subject to any restrictions set forth in the Loan Documents:

               (a) Agent, at its option, shall be empowered to exercise its
right to instruct each Issuer of the Pledged Securities (or the appropriate
transfer agent of the Pledged Securities) to register any or all of the Pledged
Securities and/or other Pledged Property in the name of Agent or in the name of
Agent's nominee, and Agent may complete, in any manner Agent may deem expedient,
any and all stock powers, assignments or other documents heretofore or hereafter
executed in blank by any Pledgor and delivered to Agent. After said instruction,
and without further notice, Agent, in its sole and absolute discretion, shall
have the exclusive right to exercise all voting and corporate rights with
respect to the Pledged Securities and other Pledged Property and exercise any
and all rights of conversion, redemption, exchange, subscription or any other
rights, privileges, or options pertaining to any shares of the Pledged
Securities or the other Pledged Property as if Agent were the absolute owner
thereof, including, without limitation, the right to exchange, in its
discretion, any and all of the Pledged Securities and other Pledged Property
upon any merger, consolidation, reorganization, recapitalization or other
readjustment with respect to Issuer. Upon the exercise of any such rights,
privileges or options by Agent, Agent shall have the right to deposit and
deliver any and all of the Pledged Securities and other pledged property to any
committee, depository, transfer agent, registrar or other designated agency upon
such terms and conditions as Agent may determine, all without liability to any
Pledgor, except to account for property actually received by Agent. However,
Agent shall have no duty to exercise any of the aforesaid rights, privileges or
options (all of which are exercisable in the sole discretion of Agent) and shall
not be responsible for any failure to do so or delay in doing so.

               (b) In addition to all the rights and remedies of a secured party
under the UCC, Agent shall have the right, at any time and without demand of
performance or other demand, advertisement or notice of any kind (except the
notice specified below of time and place of public or private sale) to or upon
any Pledgor or any other Person, to proceed forthwith to collect, redeem,
receive, appropriate, sell, or otherwise dispose of and deliver the Pledged
Property or any part thereof in one or more lots at public or private sale or
sales at any exchange, brokers board or at any of Agent's offices or elsewhere
at such prices and on such terms as Agent may deem commercially reasonable. The
foregoing disposition(s) may be for cash or on credit or for future delivery
without assumption of any credit risk by Agent. The proceeds of any such
collection, redemption, recovery, receipt, appropriation, realization, sale or
other disposition, after deducting all costs and expenses of every kind incurred
relative thereto or incidental to the care, safekeeping, maintenance, or
disposition of any and all Pledged Property or in any way relating to the rights
of Agent hereunder (including, without limitation, reasonable and documented
out-of-pocket attorneys' fees and legal expenses) shall be applied first to the
satisfaction of the Guaranteed Obligations (in such order as Agent may elect and
whether or not due) and then to the payment


                                      -5-
<PAGE>   6

of any amounts required by applicable law, including Section 9504(l)(c) of the
UCC. Each Pledgor shall be liable to Agent for the payment on demand of all
reasonable and documented out-of-pocket costs and expenses of any such sale,
collection or other realizations, together with interest at the rate set forth
in the Loan Documents, together with any reasonable attorneys' fees if placed
with an attorney for collection or enforcement. Each Pledgor agrees that notice
given to it in the same manner given to Pledgor pursuant to Section 12 of the
Loan Agreement is reasonable notification of such matters.

               (c) To the fullest extent permitted by law, Agent or any Lender
may be the purchaser of any or all of the Pledged Collateral at any such sale
and Agent, as agent for and representative of the Lenders (but not any Lender or
Lenders in its or their respective individual capacities unless Required Lenders
shall otherwise agree in writing), shall be entitled, for the purpose of bidding
and making settlement or payment of the purchase price for all or any portion of
the Pledged Property sold at any such public sale, to use and apply any of the
Obligations as a credit on account of the purchase price for any Pledged
Property payable by Agent at such sale. Each purchaser at any such sale shall
hold the property sold absolutely free from any claim or right on the part of
Pledgors, and each Pledgor hereby waives (to the extent permitted by applicable
law) all rights of redemption, stay and/or appraisal which it now has or may at
any time in the future have under any rule of law or statute now existing or
hereafter enacted. Each Pledgor agrees that, to the extent notice of sale shall
be required by law at least ten days' notice to Pledgors of the time and place
of any public sale or the time after which any private sale is to be made shall
constitute reasonable notification. Agent shall not be obligated to make any
sale of Pledged Property regardless of notice of sale having been given. Agent
may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was adjourned. To the fullest extent
permitted by law, each Pledgor hereby waives any claims against Agent or any
other member of the Lender Group arising by reason of the fact that the price at
which any Pledged Property may have been sold at such a private sale was less
than the price which might have been obtained at a public sale, even if Agent
accepts the first offer received and does not offer such Pledged Property to
more than one offeree. If the proceeds of any sale or other disposition of the
Pledged Property are insufficient to pay all the Obligations, Pledgors shall be
liable for the deficiency and the fees of any attorneys employed by Agent to
collect such deficiency.

               (d) Pledgor recognizes that Agent may be unable to effect a
public sale of all or part of the Pledged Property by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, as now or
hereafter in effect; or contained in applicable Blue Sky or other state
securities law, as now or hereafter in effect, but may be compelled to resort to
one or more private sales to a restricted group of purchasers who will be
obliged to agree, among other things, to acquire Pledged Property for their own
account for investment and not with a view to the further distribution or resale
thereof. If at the time of any sale of the Pledged Property or any part thereof,
the same shall not, for any reason whatsoever, be effectively registered (if
required) under the Securities Act of 1933 (or other applicable federal or state
securities law), as then in effect, Agent in its sole and absolute discretion is
authorized to sell the Pledged Property or any part thereof by private sale in
such matter and under such circumstances as Agent or its counsel may


                                      -6-
<PAGE>   7

deem necessary or advisable in order that such sale may legally be effected
without registration under applicable securities laws. Each Pledgor acknowledges
that private sales so made may be at prices and other terms less favorable to
the seller than if such Pledged Property were sold at public sale, and that
Agent has no obligation to delay the sale of any such Pledged Property for the
period of time necessary to permit the Issuer of the Pledged Property, even if
such Issuer would agree, to register such Pledged Property for public sale under
such applicable securities laws. Each Pledgor agrees that any private sales made
under the foregoing circumstances shall not be deemed to have been in a
commercially unreasonable manner for the sole reason that it is a private sale.

               (e) Each Pledgor hereby agrees that if at any time all or any
part of any payment theretofore paid by such Pledgor and applied by Agent to any
of the Guaranteed Obligations is returned by Agent for any reason whatsoever
(including, without limitation, the insolvency, bankruptcy, reorganization or
assignment for the benefit of creditors of any Pledgor), such Guaranteed
Obligations, for the purpose of this Agreement, to the extent that such payment
is returned, shall be deemed to have continued in existence, notwithstanding
such application by Agent, and this Agreement shall continue to be effective or
be reinstated, as the case may be, as to such Guaranteed Obligations, all as
though such application by Agent had not been made.

               (f) All of Lender Group's rights and remedies, including but not
limited to those arising under this Pledge Agreement, the other Loan Documents,
the instruments and securities comprising the Pledged Property, applicable law
or otherwise, shall be cumulative and not exclusive and shall be enforceable
alternatively, successively or concurrently as Agent may deem expedient. No
failure or delay on the part of Agent in exercising any of its options, powers
or rights or partial or single exercise thereof shall constitute a waiver of
such option, power or right.

        5.     Further Assurances

               Each Pledgor agrees that at any time and from time to time upon
the request of Agent, to execute and deliver such further documents, including
but not limited to irrevocable proxies or stock powers, in form satisfactory to
counsel for Agent, and will take or cause to be taken such further acts as Agent
may request in order to effect the purposes of this Pledge Agreement and perfect
or continue the perfection of the security interest in the Pledged Property
granted to Agent hereunder.

        6.     Miscellaneous

               (a) Beyond the exercise of reasonable care to assure the safe
custody of the Pledged Property while held by Agent hereunder, as provided in
Section 3(e) hereof, neither Agent, nor agent or bailee, nor any other member of
the Lender Group shall have no duty or liability to protect or preserve any
rights pertaining thereto. Agent shall be obligated to return or release its
security interest in the Pledged Property, at the sole expense of Pledgors,
after all Obligations are indefeasibly paid and performed in full in cash and
neither Agent nor any other


                                      -7-
<PAGE>   8

member of the Lender Group is under any further obligation to extend credit
under the Loan Agreement.

               (b) No course of dealing between any Pledgor and Foothill, nor
any failure or delay by Agent or any other member of the Lender Group to
exercise any right, power or privilege under this Pledge Agreement, the other
Loan Documents or under any other agreements, instruments and documents executed
and delivered in connection therewith shall operate as a waiver hereof or
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. No waiver of any
provision of this Pledge Agreement shall be effective unless the same shall be
in writing and signed by Agent, and then such waiver shall be effective only in
the specific instance and for the purpose for which given.

               (c) This Pledge Agreement may not be changed, modified or
amended, in whole or in part, except by a writing signed by each Pledgor and
Agent.

               (d) The provisions of this Pledge Agreement and the Loan
Documents are severable, and if any clause or provision hereof or thereof shall
be held invalid or unenforceable in whole or in part in any jurisdiction, then
such invalidity or unenforceability shall attach only to such clause or
provision or part hereof in any such jurisdiction and shall not in any manner
affect any other clause or provision in this Pledge Agreement or the Loan
Documents in any jurisdiction or such clause or provision in any other
jurisdiction. In the event of any inconsistency between the terms of this Pledge
Agreement and the terms of the Loan Agreement, the terms of the Loan Agreement
shall control.

               (e) This Pledge Agreement shall inure to the benefit of each
member of the Lender Group and their respective successors and assigns and shall
be binding upon each Pledgor and its successors and assigns until all of the
Guaranteed Obligations have been indefeasibly paid and performed in full in
cash. The representatives, warranties, covenants and waivers by each Pledgor in
this Pledge Agreement are joint and several.

               (f) Each Pledgor agrees to indemnify Agent from and against any
and all claims, losses and liabilities in any way relating to, growing out of or
resulting from this Agreement and the transactions contemplated hereby
(including, without limitation, enforcement of this Pledge Agreement), except to
the extent such claims, losses or liabilities result solely from Agent's gross
negligence or willful misconduct as finally determined by a court of competent
jurisdiction.

               (g) Each Pledgor shall pay to Agent upon demand the amount of any
and all reasonable and documented out-of-pocket costs and expenses, including
the reasonable and documented fees and out-of-pocket costs and expenses of its
counsel and of any experts and agents, that Agent may incur in connection with
(i) the administration of this Pledge Agreement, (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the


                                      -8-
<PAGE>   9

Pledged Property, (iii) the exercise or enforcement of any of the rights of
Agent hereunder, or (iv) the failure by Pledgors to perform or observe any of
the provisions hereof.

        7.     Continuing Security Interest; Transfer of Loans.

        This Pledge Agreement shall create a continuing security interest in the
Pledged Property and shall (a) remain in full force and effect until the payment
in full of all Guaranteed Obligations, the cancellation or termination of the
Commitments and the cancellation or expiration of all outstanding L/C's, (b) be
binding upon each Pledgor, its successors and assigns, and (c) inure, together
with the rights and remedies of Lender Group hereunder, to the benefit of Lender
Group and its successors, transferees and assigns. Without limiting the
generality of the foregoing clause (c), but subject to the provisions of Section
14 of the Loan Agreement, any Lender may assign or otherwise transfer any of the
Guaranteed Obligations, the Commitments and the other rights and obligations
held by it under the Loan Agreement and the other Loan Documents to any other
Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to Lenders herein or otherwise. Upon the
payment in full in cash of all Guaranteed Obligations (other than inchoate
indemnification obligations with respect to claims, losses or liabilities which
have not yet arisen), the cancellation or termination of the Commitments and the
cancellation or expiration of all outstanding L/C's, the security interest
granted hereby shall terminate and all rights to the Pledged Property of a
Pledgor shall revert to such Pledgor. Upon any such termination Agent will, at
Pledgors' expense, execute and deliver to Pledgor' such documents as Pledgors
shall reasonably request to evidence such termination and Pledgors shall be
entitled to the return, upon its request and at its expense, against receipt and
without recourse to Agent, of such of the Pledged Property as shall not have
been sold or otherwise applied pursuant to the terms hereof.

        8.     CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

               THE VALIDITY OF THIS PLEDGE AGREEMENT, THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THE RIGHTS OF THE PARTIES HERETO WITH
RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK (EXCEPT AS OTHERWISE PROVIDED BY THE UCC). THE PARTIES AGREE THAT ALL
ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS PLEDGE AGREEMENT AND THE
OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL
COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, OR, IF SUCH COURTS
DO NOT HAVE SUBJECT MATTER JURISDICTION, THEN, AT THE SOLE OPTION OF AGENT, IN
ANY OTHER COURT IN WHICH FOOTHILL SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS
PERTAINING TO THE COLLATERAL AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE
MATTER IN CONTROVERSY. PLEDGOR AND AGENT WAIVES, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF


                                      -9-
<PAGE>   10

FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS
BROUGHT IN ACCORDANCE WITH THIS SECTION 8. EACH PLEDGORS AND AGENT HEREBY WAIVE
ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PLEDGOR AND AGENT
REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE
EVENT OF LITIGATION, A COPY OF THIS PLEDGE AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

        IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to
be duly executed and delivered on the day and year first above written.

COMMUNICATIONS & POWER
INDUSTRIES HOLDING CORPORATION
By:____________________________
Name: _________________________
Title: __________________________

Address:
c/o Communications & Power Industries, Inc.
607 Hansen Way,
Palo Alto, California 94303
Attention: Lynn E. Harvey, Chief Financial Officer



CPI SUBSIDIARY HOLDINGS INC.
By:____________________________
Name: _________________________
Title: __________________________

Address:
c/o Communications & Power Industries, Inc.
607 Hansen Way,
Palo Alto, California 94303
Attention: Lynn E. Harvey, Chief Financial Officer


                                      -10-
<PAGE>   11

                                   EXHIBIT "A"

                               PLEDGED SECURITIES

<TABLE>
<CAPTION>
             Issuer                      Type of Securities        No. of Shares   Par Value
<S>                                      <C>                       <C>             <C>
</TABLE>