FIRST AMENDMENT TO TERM NOTE

      THIS FIRST  AMENDMENT TO TERM NOTE (this  "Agreement")  is made as of June
29,  2004,  by Argan,  Inc.  (formerly  PUROFLOW  INCORPORATED),  a  corporation
organized  under the laws of the State of Delaware and SOUTHERN  MARYLAND CABLE,
INC.,  a  corporation  organized  under  the  laws  of the  State  of  Delaware,
(collectively, the "Borrowers" and each a "Borrower"), jointly and severally and
BANK OF AMERICA, N.A., a national banking association, it successors and assigns
(the "Lender").

                                    RECITALS

      A. The  Borrowers  and the Lender  entered  into a Financing  and Security
Agreement  dated  August 19,  2003 (the same,  as amended,  modified,  restated,
substituted,   extended,   and  renewed  from  time  to  time,   the  "Financing
Agreement").  Under the terms of the Financing  Agreement,  the Lender agreed to
make the Term Loan (as that term is defined in the Financing Agreement) which is
evidenced  by the  Borrowers'  Term Note  dated  August 19,  2003 (the same,  as
amended by this  Agreement  and as  amended,  modified,  restated,  substituted,
extended and renewed at any time and from time to time, the "Note").

      B. The Borrowers  have  requested  that the Lender waive certain  covenant
defaults and otherwise modify the Note, pursuant to the terms of this Agreement.

      C.  The  Lender  is  willing  to agree to the  Borrowers'  request  on the
condition, among others, that this Agreement be executed.

                                   AGREEMENTS

      NOW,  THEREFORE,  in consideration of the premises,  the mutual agreements
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  Borrowers  and the Lender
hereby agree as follows:

      1. The Borrowers  and the Lender agree that the Recitals  above are a part
of this Agreement.  Unless otherwise expressly defined in this Agreement,  terms
defined  in the  Financing  Agreement  shall  have the same  meaning  under this
Agreement.

      2.  Section 1 of the Term  Note is  hereby  amended  and  restated  in its
entirety as follows:

            1. Interest Commencing as of July 1, 2004 and continuing  thereafter
until  repayment in full,  the unpaid  Principal  Sum shall bear interest at the
LIBOR Rate plus three hundred forty five (345) basis points per annum.

            The  rate  of  interest   charged   under  this  Note  shall  change
immediately  and  contemporaneously  with any  change  in the  LIBOR  Rate.  All
interest  payable  under the terms of this Note shall be calculated on the basis
of a 360-day year and the actual number of days elapsed.




      3. The Borrowers and the Lender agree that this  Agreement is not intended
to and shall not cause a novation  with  respect to the Term Loan  and/or any or
all of the other Obligations evidenced or secured by the Financing Documents (as
defined in the Financing  Agreement).  Except as expressly  modified herein, the
terms,  provisions  and covenants of the Note are in all other  respects  hereby
ratified and confirmed and remain in full force and effect.

      4. This Agreement may be executed in any number of duplicate  originals or
counterparts,  each of such duplicate  originals or counterparts shall be deemed
to be an original and all taken together  shall  constitute but one and the same
instrument.  The  Borrowers  agree that the Lender may rely on a telecopy of any
signature of any  Borrower.  The Lender  agrees that the Borrowers may rely on a
telecopy of this Agreement executed by the Lender.

                         [SIGNATURES ON FOLLOWING PAGE]


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      IN WITNESS  WHEREOF,  the  parties  hereto  have  signed  and sealed  this
Agreement on the day and year first above written.

WITNESS:                              ARGAN, INC.

_________________________             By:__________________________(SEAL)
                                         Name:
                                         Title:

WITNESS OR ATTEST:                    SOUTHERN MARYLAND CABLE, INC.

________________________              By:____________________________(Seal)
                                         Name:
                                         Title:

WITNESS:                              BANK OF AMERICA, N.A.

________________________              By:____________________________(Seal)
                                         Name:
                                         Title:


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