POWER OF ATTORNEY



 Know all by these presents, that the undersigned hereby constitutes and appoints

each of Joel A. Littman, Robert J. Kemp and Amanda Mogin, signing singly, the undersigned's

true and lawful attorney-in-fact to:



 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and

submit to the U.S. Securities and Exchange Commission (the "SEC"), a Form ID, including amendments

thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the

undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the

Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation of the

SEC;



 2. execute for and on behalf of the undersigned, in the undersigned's capacity as an

officer and/or director of CPI International, Inc., a Delaware corporation (the "Company"), Forms 3,

4, and 5 in accordance with Section 16(a) of the Exchange Act, and the rules thereunder, and any

other forms or reports the undersigned may be required to file in connection with the undersigned's

ownership, acquisition, or disposition of securities of the Company;



 3. do and perform any and all acts for and on behalf of the undersigned that may be

necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report,

and timely file such form or report with the SEC and any stock exchange or similar authority; and



 4. take any other action of any type whatsoever in connection with the foregoing that,

in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally

required by, the undersigned, it being understood that the documents executed by such attorney-in-

fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall

contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's

discretion.



 The undersigned hereby grants to each such attorney-in-fact full power and authority to do

and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the

exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the

undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's

substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney

and the rights and powers herein granted.  The undersigned acknowledges that the foregoing

attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming,

nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of

the Exchange Act.



 By signing below, the undersigned hereby revokes any previous powers of attorney that may

have been granted to any persons covering the subject matter covered hereby.  This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3,

4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing

attorneys-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of

this 8th day of February 2007.



/s/ John Richard Beighley

Signature



John Richard Beighley

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