EXHIBIT 10.14.1

                                                                   Loan No. 1440

              JUNIOR LIENOR'S CONSENT AND SUBORDINATION AGREEMENT

        NOTICE: THIS JUNIOR LIENOR CONSENT AND SUBORDINATION AGREEMENT RESULTS
        IN YOUR SECURITY INTEREST IN THE PROPERTY REMAINING SUBJECT TO AND OF A
        LOWER PRIORITY THAN THE LIEN OF THE DEED OF TRUST AS MODIFIED BY THE
        FOREGOING MODIFICATION AGREEMENT.

The undersigned ("Junior Lienor"), as owner and holder of a security interest
("Junior Security Interest") evidenced by that certain unrecorded Lease, which
is junior, subordinate and subject to the terms, covenants, conditions and
restrictions of the Deed of Trust, as modified by the foregoing Modification
Agreement, hereby acknowledges its consent to the terms and provisions of the
foregoing Modification Agreement and the transactions contemplated thereby. The
undersigned further reaffirms the full force and effectiveness of that certain
Subordination Agreement, dated December 22, 2000, between the undersigned and
Communications & Power Industries Holding Corporation, a Delaware corporation
and acknowledges that the Junior Security Interest is junior, subordinate and
subject to the Deed of Trust, as modified by the foregoing Modification
Agreement.

        NOTICE: THE LOAN DOCUMENTS MAY CONTAIN A PROVISION WHICH MAY ALLOW THE
        PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO EXPEND A PORTION OF
        THE LOAN FOR OTHER PURPOSES THAN IMPROVEMENT OF THE PROPERTY.

Agreed and Acknowledged:


Dated as of:  June 1, 2002              "JUNIOR LIENOR"

                                        COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                        a Delaware corporation

                                        By:
                                             --------------------------------
                                        Its:
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