8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 8, 2005

                                   ARGAN, INC.
               (Exact Name of Registrant as Specified in its Charter)

      Delaware                         001-31756                13-1947195
(State or Other Jurisdiction         (Commission               (IRS Employer
   of Incorporation)                  File Number)           Identification No.)

      One Church Street, Suite 302, Rockville, MD                   20850
         (Address of Principal Executive Offices)                 (Zip Code)

Registrant's telephone number, including area code: (301) 315-0027

                                 Not Applicable
           (Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



Item 1.01  Entry into a Material Agreement.

      The information described below under Item 2.03 with regard to the Credit
Facility (as defined below) is hereby incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

      In August, 2003, the Argan, Inc., a Delaware corporation (together with
its affiliated entities, the "Company") entered into a financing arrangement
(the "Credit Facility") with Bank of America, N.A. (the "Bank") aggregating
$2,950,000 in available financing in two facilities - a revolving line of credit
with $1,750,000 in availability, having an initial expiration date of July 31,
2004 and bearing interest at LIBOR plus 2.75% (the "Revolving Loan"), and a
three year term note with an original outstanding balance of $1,200,000,
expiring July 31, 2006 and bearing interest at LIBOR plus 2.95% (the "Term
Loan").

      In August 2004, the Company and the Bank amended the Credit Facility.
Under the amended documents, the Revolving Loan was increased to $3,500,000,
bearing interest at a rate of LIBOR plus 3.25% with interest to be paid monthly
and with a maturity date of May 31, 2005. Under the Revolving Loan, borrowing is
limited based upon eligible accounts receivable and eligible inventory. The Term
Loan was amended to bear interest at an increased rate of LIBOR plus 3.45%, with
interest payable monthly and with a maturity date of July 31, 2006. In addition,
the Credit Facility is secured by substantially all of the Company's assets. The
Credit Facility contains certain affirmative and negative covenants including:
requiring the ratio of funded debt to EBITDA to not exceed 2.5 to 1, requiring a
fixed charge coverage ratio of not less than 1.25 to 1 and requiring the Bank's
consent for acquisitions and divestitures. Finally, the Bank may accelerate the
entire amount due under the Credit Facility in an event of default.

      On April 8, 2005, the Company and the Bank further amended the Credit
Facility by entering into a Second Amended and Restated Revolving Credit Note
dated April 8, 2005 and a Fourth Amendment to Financing and Security Agreement
dated April 8, 2005 (collectively, the "Amended Credit Facility"). Under the
Amended Credit Facility, the expiration date for the Revolving Loan was extended
to May 31, 2006, and the line of credit was increased to $4,250,000. In
addition, the Bank waived the Company's non-compliance with the financial
covenants described above and released its lien on a certain $300,000
certificate of deposit previously pledged by the Company as collateral security
for the Company's obligations under the Credit Facility.



Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

    Exhibit No.     Description
    -----------     -----------
    10.7            Financing and Security Agreement dated as of August 19,
                    2003 among Puroflow Incorporated Southern Maryland Cable,
                    Inc. and Bank of America, N.A. (Incorporated by reference
                    to Exhibit 10.7 to the Company's Form 10-QSB filed with the
                    Securities and Exchange Commission on December 15, 2003)

    10.12           Fourth Amendment to Financing and Security Agreement dated
                    as of April 8, 2005 among Argan, Inc. Southern Maryland
                    Cable, Inc., Vitarich Laboratories, Inc. and Bank of
                    America, N.A.

    10.13           Second Amended and Restated Revolving Credit Note dated as
                    of April 8, 2005 among Argan, Inc. Southern Maryland
                    Cable, Inc., Vitarich Laboratories, Inc. and Bank of
                    America, N.A.



                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          ARGAN, INC.

Date: April 13, 2005                      By: /s/ Rainer Bosselmann
                                              ---------------------------------
                                              Rainer Bosselmann
                                              Chairman of the Board and
                                              Chief Executive Officer



                                  EXHIBIT INDEX

Exhibit No.    Description
- -----------    -----------
10.7           Financing and Security Agreement dated as of August 19, 2003
               among Puroflow Incorporated Southern Maryland Cable, Inc. and
               Bank of America, N.A. (Incorporated by reference to Exhibit 10.7
               to the Company's Form 10-QSB filed with the Securities and
               Exchange Commission on December 15, 2003)

10.12          Fourth Amendment to Financing and Security Agreement dated as of
               April 8, 2005 among Argan, Inc. Southern Maryland Cable, Inc.,
               Vitarich Laboratories, Inc. and Bank of America, N.A.

10.13          Second Amended and Restated Revolving Credit Note dated as of
               April 8, 2005 among Argan, Inc. Southern Maryland Cable, Inc.,
               Vitarich Laboratories, Inc. and Bank of America, N.A.

EX-10.12

                                                                   Exhibit 10.12

                FOURTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT

      THIS FOURTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT (this
"Agreement") is made as of the 8th day of April, 2005, by and among ARGAN, INC.
(formerly Puroflow Incorporated)("Argan"), a corporation organized and in good
standing under the laws of the State of Delaware, SOUTHERN MARYLAND CABLE, INC.
("SMC"), a corporation organized and in good standing under the laws of the
State of Delaware, and VITARICH LABORATORIES, INC. ("Vitarich"), a corporation
organized and in good standing under the laws of the State of Delaware, jointly
and severally (each a "Borrower"; and collectively, the "Borrowers") and BANK OF
AMERICA, N.A., a national banking association, its successors and assigns (the
"Lender").

                                    RECITALS

      A. The Borrowers and the Lender are parties to a Financing and Security
Agreement dated as of August 19, 2003 (the same, as amended, modified,
substituted, extended, and renewed from time to time, the "Financing
Agreement").

      B. The Financing Agreement provides for some of the agreements between the
Borrowers and the Lender with respect to the Loans (as defined in the Financing
Agreement), including a revolving credit facility in the current maximum amount
not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000) and a
term loan facility (the "Term Loan") in an amount not to exceed One Million Two
Hundred Thousand Dollars ($1,200,000).

      C. The Borrowers have requested that the Lender amend the Financing
Agreement and the Lender has agreed to do so, on the condition, among others,
that this Agreement be executed.

                                   AGREEMENTS

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

      1. Recitals. 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. Representations and Warranties. The Borrowers represent and warrant to
the Lender as follows:

      (a) Each Borrower is a corporation duly organized, validly existing and in
good standing under the laws of their respective state of incorporation set
forth above and is duly qualified to do business as a foreign corporation in
good standing in every other state wherein the conduct of its business or the
ownership of its property requires such qualification;


      (b) Each Borrower has the power and authority to execute and deliver this
Agreement and perform its obligations hereunder and has taken all necessary and
appropriate action to authorize the execution, delivery and performance of this
Agreement;

      (c) The Financing Agreement, as heretofore amended and as amended by this
Agreement, and each of the other Financing Documents remains in full force and
effect, and each constitutes the valid and legally binding obligation of each
Borrower, enforceable in accordance with its terms;

      (d) All of Borrowers' representations and warranties contained in the
Financing Agreement and the other Financing Documents are true and correct on
and as of the date of Borrowers' execution of this Agreement; and

      (e) No Event of Default and no event which, with notice, lapse of time or
both would constitute an Event of Default, has occurred and is continuing under
the Financing Agreement or the other Financing Documents which has not been
waived in writing by the Lender.

      3. Revised Terms. The following definitions in Section 1.1 of the
Financing Agreement are amended and restated in their entirety as follows:

            "Fixed Charges" means as to the Borrowers and their Subsidiaries for
      any period of determination, the sum of all scheduled interest expense,
      all principal payments and all Capital Leases of the Borrowers and their
      Subsidiaries made during the twelve (12) months preceding the date such
      covenant is being tested, all in accordance with GAAP.

            "Revolving Credit Expiration Date" means May 31, 2006.

      4. Revolving Credit Facility. Section 2.1.1 of the Financing Agreement is
hereby amended and restated in its entirety as follows:

            2.1.1 Revolving Credit Facility.

            Subject to and upon the provisions of this Agreement, the Lender
      establishes a revolving credit facility in favor of the Borrowers. The
      aggregate of all advances under the Revolving Credit Facility is sometimes
      referred to in this Agreement as the "Revolving Loan".

            The principal amount of Four Million Two Hundred Fifty Thousand
      Dollars ($4,250,000) is the "Revolving Credit Committed Amount".

            During the Revolving Credit Commitment Period, any or all of the
      Borrowers may request advances under the Revolving Credit Facility in
      accordance with the provisions of this Agreement; provided that after
      giving effect to any Borrower's request the aggregate outstanding
      principal balance of the Revolving Loan would not exceed the lesser of (a)
      the Revolving Credit Committed Amount or (b) the then most current
      Borrowing Base.

            Unless sooner paid, the unpaid Revolving Loan, together with
      interest accrued and unpaid thereon, and all other Obligations shall be
      due and payable in full on the Revolving Credit Expiration Date.

      5. Cash Collateral Covenants. The Lender hereby releases its lien on that
certain $300,000 certificate of deposit previously pledged by the Borrowers to
the Lender as collateral security for the Borrower's obligations under the Term
Loan.


      6. Financial Covenants. The Borrower is not in compliance with the
financial covenants set forth in Section 6.1.14 of the Financing Agreement for
the period ending January 31, 2005. The Lender hereby waives Borrower's
compliance with the financial covenants for both the period ending January 31,
2005 and April 30, 2005. Lender's agreement to waive the provisions of Section
6.1.14 for the periods ending January 31, 2005 and April 30, 2005 shall not
obligate the Lender to waive compliance with this Section for any future
periods.

      7. Fee. In consideration of the Lender's modifications described above,
the Borrowers shall pay to the Lender upon the date of this Agreement, a
nonrefundable fee, in the amount of Ten Thousand Dollars ($10,000). The fee is
considered earned when paid and is not refundable.

      8. Conditions Precedent. The agreements of the Lender under this Agreement
are subject to the following conditions precedent:

            (a) A Second Amended and Restated Revolving Credit Note (the
"Replacement Revolving Note") issued and delivered by the Borrowers in the form
of EXHIBIT A attached hereto and incorporated herein by reference, payable to
the order of the Lender in the maximum principal amount of Four Million Two
Hundred Fifty Thousand Dollars ($4,250,000);

            (b) Payment of the fees described in Paragraph 7 of this Agreement,
together with commissions, costs, charges, taxes and other expenses incurred by
the Lender and its counsel in connection with this Agreement, including, but not
limited to reasonable fees and expenses of the Lender's counsel and all
recording fees, taxes and charges; and

            (c) Such other information, instruments, opinions, documents,
certificates and reports as the Lender may deem necessary.

      9. Replacement Revolving Note. The Borrowers shall execute and deliver to
the Lender on the date hereof the Replacement Revolving Note in substitution for
and not satisfaction of, the issued and outstanding Revolving Credit Note, and
the Replacement Revolving Note shall be the "Revolving Credit Note" for all
purposes of the Financing Documents. The Note being substituted pursuant to this
Agreement shall be marked "Replaced" and returned to the Borrowers after the
execution and delivery of the Replacement Revolving Note.

      10. Ratification; Novation. Each Borrower hereby issues, ratifies and
confirms the representations, warranties and covenants contained in the
Financing Agreement, as amended hereby. Each Borrower agrees that this Agreement
is not intended to and shall not cause a novation with respect to any or all of
the Obligations.

      11. Good Faith. Each Borrower acknowledges and warrants that the Lender
has acted in good faith and has conducted in a commercially reasonable manner
its relationships with the Borrowers in connection with this Agreement and
generally in connection with the Financing Agreement and the Obligations, the
Borrowers hereby waiving and releasing any claims to the contrary.

      12. Counterparts. 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. Each Borrower agrees that the Lender


may rely on a telecopy of any signature of a Borrower. The Lender agrees that
the Borrowers may rely on a telecopy of this Agreement executed by the Lender.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]



      IN WITNESS WHEREOF, the Borrowers and the Lender have executed this
Agreement under seal as of the date and year first written above.

WITNESS OR ATTEST:                  ARGAN, INC.

_________________________           By:  /s/ Arthur Trudel         SEAL)
                                       ---------------------------
                                       Name: Arthur Trudel
                                       Title: Vice President

WITNESS OR ATTEST:                  SOUTHERN MARYLAND CABLE, INC.

_________________________           By:  /s/ Arthur Trudel         (SEAL)
                                       ---------------------------
                                       Name: Arthur Trudel
                                       Title: Vice President

WITNESS OR ATTEST:                  VITARICH LABORATORIES, INC.

_________________________           By:  /s/ Arthur Trudel         (SEAL)
                                       ---------------------------
                                       Name: Arthur Trudel
                                       Title: Vice President

WITNESS:                            BANK OF AMERICA, N.A.

_________________________           By:  /s/  Jeffrey Patch       (SEAL)
                                       ---------------------------
                                       Name: Jeffrey Patch
                                     Title:

EX-10.13

                                                                   Exhibit 10.13

                 SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE

$4,250,000                                                Rockville, Maryland
                                                                April 8, 2005

      FOR VALUE RECEIVED, ARGAN, INC., a corporation organized under the laws of
the State of Delaware ("Argan"), SOUTHERN MARYLAND CABLE, INC., a corporation
organized under the laws of the State of Delaware ("SMCI") and VITARICH
LABORATORIES, INC., a corporation organized under the laws of the State of
Delaware (each a "Borrower" and collectively "Borrowers"), jointly and severally
promise to pay to the order of BANK OF AMERICA, N.A., a national banking
association (the "Lender"), the principal sum of FOUR MILLION TWO HUNDRED FIFTY
THOUSAND DOLLARS ($4,250,000) (the "Principal Sum"), or so much thereof as has
been or may be advanced or readvanced to or for the account of the Borrowers
pursuant to the terms and conditions of this Amended and Restated Revolving
Credit Note (including all renewals, extensions or modifications hereof, this
"Note"), together with interest thereon at the rate or rates hereinafter
provided, in accordance with the following:

      1. Interest.

      Commencing as of the date hereof and continuing until repayment in full of
all sums due hereunder, the unpaid Principal Sum shall bear interest at the
LIBOR Rate plus three and one quarter percent (3.25%) per annum. For purposes
hereof, the "LIBOR Rate" shall mean a daily fluctuating rate equal to the one
(1) month rate of interest (rounded upwards, if necessary to the nearest 1/100
of 1%) appearing on Telerate Page 3750 (or any successor page) as the one (1)
month London interbank offered rate for deposits in U.S. Dollars at
approximately 11:00 A.M. (London, time), on the second preceding business day,
as adjusted from time to time in the Lender's sole discretion for
then-applicable reserve requirements, deposits insurance assessment rates and
other regulatory costs. If for any reason such rate is not available, the term
"LIBOR Rate" shall mean the fluctuating rate of interest equal to the one (1)
month rate of interest (rounded upwards, if necessary to the nearest 1/100 of
1%) appearing on Reuters Screen LIBO Page as the one (1) month London interbank
offered rate for deposits in U.S. Dollars at approximately 11:00 a.m. (London
Time) on the second preceding business day, as adjusted from time to time for
then-applicable reserve requirements, deposit insurance assessment rates and
other regulatory costs; provided, however, if more than one rate is specified on
Reuters Screen LIBO page, the applicable rate shall be the arithmetic mean of
all such rates.

      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.

      2. Payments and Maturity.

      The unpaid Principal Sum, together with interest thereon at the rate or
rates provided above, shall be payable as follows:

      (a) Interest only on the unpaid Principal Sum shall be due and payable
monthly, commencing April 30, 2005, and on the last day of each month thereafter
to maturity; and



      (b) Unless sooner paid, the unpaid Principal Sum, together with interest
accrued and unpaid thereon, shall be due and payable in full on May 31, 2006.

      The fact that the balance hereunder may be reduced to zero from time to
time pursuant to the Financing Agreement will not affect the continuing validity
of this Note or the Financing Agreement, and the balance may be increased to the
Principal Sum after any such reduction to zero.

      Borrower hereby authorizes Lender to automatically deduct from Borrower's
account numbered 003939628068 the amount of each payment of principal (including
without limitation the principal payment due on the final maturity date) and/or
interest on the dates such payments become due. If the funds in the account are
insufficient to cover any payment, Lender shall not be obligated to advance
funds to cover the payment. At any time and for any reason, Borrower or Lender
may voluntarily terminate automatic payments as provided in this paragraph.

      3. Default Interest.

      Upon the occurrence of an Event of Default (as hereinafter defined), the
unpaid Principal Sum shall bear interest thereafter at the Post-Default Rate
until such Event of Default is cured.

      4. Late Charges.

      If the Borrowers shall fail to make any payment under the terms of this
Note within five (5) days after the date such payment is due, the Borrowers
shall pay to the Lender on demand a late charge equal to five percent (5%) of
such payment.

      5. Application and Place of Payments.

      All payments, made on account of this Note shall be applied first to the
payment of accrued and unpaid interest then due hereunder, and the remainder, if
any, shall be applied to the unpaid Principal Sum. All payments on account of
this Note shall be paid in lawful money of the United States of America in
immediately available funds during regular business hours of the Lender at its
principal office in Rockville, Maryland or at such other times and places as the
Lender may at any time and from time to time designate in writing to the
Borrowers.

      6. Financing Agreement and Other Financing Documents.

      This Note is the "Revolving Credit Note" described in a Financing and
Security Agreement, dated August 19, 2003, by and among Argan, SMCI and the
Lender (as amended, modified, restated, substituted, extended and renewed at any
time and from time to time, the "Financing Agreement"). This Note increases,
amends and restates in its entirety that certain Amended and Restated Revolving
Credit Note (the "Prior Note") in the maximum principal sum of Three Million
Five Hundred Thousand Dollars ($3,500,000) dated August 31, 2004 from the
Borrowers in favor of the Lender. It is expressly agreed that the indebtedness
evidenced by the Prior Note has not been extinguished or discharged hereby. The
Borrowers and the Lender agree that the execution of this Note is not intended
to and shall not cause or result in a novation with respect to the Prior Note.
The indebtedness evidenced by this Note is included within the meaning of the
term "Obligations" as defined in the Financing Agreement. The term "Financing
Documents" as used in this Note shall mean collectively this Note, the Term
Note, the Financing Agreement and any other instrument, agreement, or document
previously, simultaneously, or hereafter executed and delivered by any Borrower
and/or any other Person, singularly or jointly with any other Person,
evidencing, securing, guaranteeing, or in connection with the Principal Sum,
this Note and/or the Financing Agreement.


      7. Security.

      This Note is secured as provided in the Financing Agreement.

      8. Events of Default.

      The occurrence of any one or more of the following events shall constitute
an event of default (individually, an "Event of Default" and collectively, the
"Events of Default") under the terms of this Note:

            (a) The failure of any Borrower to pay to the Lender within five (5)
days of when due any and all amounts payable by any Borrower to the Lender under
the terms of this Note; or

            (b) The occurrence of an Event of Default (as defined therein) under
the terms and conditions of any of the other Financing Documents.

      9. Remedies.

      Upon the occurrence of an Event of Default, at the option of the Lender,
all amounts payable by the Borrowers to the Lender under the terms of this Note
shall immediately become due and payable by the Borrowers to the Lender without
notice to the Borrowers or any other Person, and the Lender shall have all of
the rights, powers, and remedies available under the terms of this Note, any of
the other Financing Documents and all applicable laws. The Borrowers and all
endorsers, guarantors, and other parties who may now or in the future be
primarily or secondarily liable for the payment of the indebtedness evidenced by
this Note hereby severally waive presentment, protest and demand, notice of
protest, notice of demand and of dishonor and non-payment of this Note and
expressly agree that this Note or any payment hereunder may be extended from
time to time without in any way affecting the liability of the Borrowers,
guarantors and endorsers.

      10. Confessed Judgment.

      Upon the occurrence of an Event of Default, each Borrower hereby
authorizes any attorney designated by the Lender or any clerk of any court of
record to appear for the Borrowers in any court of record and confess judgment
without prior hearing against the Borrowers in favor of the Lender for and in
the amount of the unpaid Principal Sum, all interest accrued and unpaid thereon,
all other amounts payable by any Borrower to the Lender under the terms of this
Note or any of the other Financing Documents, costs of suit, and attorneys' fees
of fifteen percent (15%) of the unpaid Principal Sum and interest then due
hereunder. By its acceptance of this Note, the Lender agrees that in the event
the Lender exercises at any time its right to confess judgment under this Note,


the Lender shall use its best efforts to obtain legal counsel who will charge
the Lender for its services on an hourly basis, at its customary hourly rates
and only for the time and reasonable expenses incurred. In no event shall the
Lender enforce the legal fees portion of a confessed judgment award for an
amount in excess of the fees and expenses actually charged to the Lender for
services rendered by its counsel in connection with such confession of judgment
and/or the collection of sums owed to the Lender. In the event the Lender
receives, through execution upon a confessed judgment, payments on account of
attorneys' fees in excess of such actual attorneys' fees and expenses incurred
by the Lender, then, after full repayment and satisfaction of all of the
obligations under and in connection with this Note, the Financing Agreement and
all of the other Financing Documents, the Lender shall refund such excess amount
to the Borrowers. Each Borrower hereby releases, to the extent permitted by
applicable law, all errors and all rights of exemption, appeal, stay of
execution, inquisition, and other rights to which any Borrower may otherwise be
entitled under the laws of the United States of America or of any state or
possession of the United States of America now in force or which may hereafter
be enacted. The authority and power to appear for and enter judgment against the
Borrowers shall not be exhausted by one or more exercises thereof or by any
imperfect exercise thereof and shall not be extinguished by any judgment entered
pursuant thereto. Such authority may be exercised on one or more occasions or
from time to time in the same or different jurisdictions as often as the Lender
shall deem necessary or desirable, for all of which this Note shall be a
sufficient warrant.

      11. Expenses.

      Each Borrower promises to pay to the Lender on demand by the Lender all
costs and expenses incurred by the Lender in connection with the collection and
enforcement of this Note, including, without limitation, reasonable attorneys'
fees and expenses and all court costs.

      12. Notices.

      Any notice, request, or demand to or upon the Borrowers or the Lender
shall be deemed to have been properly given or made when delivered in accordance
with Section 8.1 of the Financing Agreement.

      13. Miscellaneous.

      Each right, power, and remedy of the Lender as provided for in this Note
or any of the other Financing Documents, or now or hereafter existing under any
applicable law or otherwise shall be cumulative and concurrent and shall be in
addition to every other right, power, or remedy provided for in this Note or any
of the other Financing Documents or now or hereafter existing under any
applicable law, and the exercise or beginning of the exercise by the Lender of
any one or more of such rights, powers, or remedies shall not preclude the
simultaneous or later exercise by the Lender of any or all such other rights,
powers, or remedies. No failure or delay by the Lender to insist upon the strict
performance of any term, condition, covenant, or agreement of this Note or any
of the other Financing Documents, or to exercise any right, power, or remedy
consequent upon a breach thereof, shall constitute a waiver of any such term,
condition, covenant, or agreement or of any such breach, or preclude the Lender
from exercising any such right, power, or remedy at a later time or times. By
accepting payment after the due date of any amount payable under the terms of
this Note, the Lender shall not be deemed to waive the right either to require
prompt payment when due of all other amounts payable under the terms of this
Note or to declare an Event of Default for the failure to effect such prompt
payment of any such other amount. No course of dealing or conduct shall be
effective to amend, modify, waive, release, or change any provisions of this
Note.


      Until such time as the Lender is not committed to extend further credit to
the Borrowers and all Obligations of the Borrowers to the Lender have been
indefeasibly paid in full in cash, and subject to and not in limitation of the
provisions set forth in the next following paragraph below, no Borrower shall
have any right of subrogation (whether contractual, arising under the bankruptcy
code or otherwise), reimbursement or contribution from any Borrower or any
guarantor, nor any right of recourse to its security for any of the debts and
obligations of any Borrower which are the subject of this Note. Except as
otherwise expressly permitted by the Financing Agreement, any and all present
and future debts and obligations of any Borrower to any other Borrower are
hereby subordinated to the full payment and performance of all present and
future debts and obligations to the Lender under this Note and the Financing
Agreement and the Loan Documents, provided, however, notwithstanding anything
set forth in this Note to the contrary, prior to the occurrence of a payment
Default, the Borrowers shall be permitted to make payments on account of any of
such present and future debts and obligations from time to time in accordance
with the terms thereof.

      Each Borrower further agrees that, if any payment made by any Borrower or
any other person is applied to this Note and is at any time annulled, set aside,
rescinded, invalidated, declared to be fraudulent or preferential or otherwise
required to be refunded or repaid, or the proceeds of any property hereafter
securing this Note is required to be returned by the Lender to any Borrower, its
estate, trustee, receiver or any other party, including, without limitation,
such Borrower, under any bankruptcy law, state or federal law, common law or
equitable cause, then, to the extent of such payment or repayment, such
Borrower's liability hereunder (and any lien, security interest or other
collateral securing such liability) shall be and remain in full force and
effect, as fully as if such payment had never been made, or, if prior thereto
any such lien, security interest or other collateral hereafter securing such
Borrower's liability hereunder shall have been released or terminated by virtue
of such cancellation or surrender, this Note (and such lien, security interest
or other collateral) shall be reinstated in full force and effect, and such
prior cancellation or surrender shall not diminish, release, discharge, impair
or otherwise affect the obligations of such Borrower in respect of the amount of
such payment (or any lien, security interest or other collateral securing such
obligation).

      The JOINT AND SEVERAL obligations of each Borrower under this Note shall
be absolute, irrevocable and unconditional and shall remain in full force and
effect until the outstanding principal of and interest on this Note and all
other Obligations or amounts due hereunder and under the Financing Agreement and
the Loan Documents shall have been indefeasibly paid in full in cash in
accordance with the terms thereof and this Note shall have been canceled.

      The Borrowers each shall be jointly and severally liable on the payment of
the Obligations as and when due and payable in accordance with the provisions of
this Note, the Financing Agreement and the other Loan Documents. The term
"Borrowers" when used in this Note shall include all of the Borrowers,
individually and jointly, and the Lender may (without notice to or consent of
any or all of the Borrowers and with or without consideration) release,
compromise, settle with, proceed against any or all of the Borrowers without
affecting, impairing, lessening or releasing the obligations of the other
Borrower hereunder.


      14. Partial Invalidity.

      In the event any provision of this Note (or any part of any provision) is
held by a court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision (or remaining part of the affected
provision) of this Note; but this Note shall be construed as if such invalid,
illegal, or unenforceable provision (or part thereof) had not been contained in
this Note, but only to the extent it is invalid, illegal, or unenforceable.

      15. Captions.

      The captions herein set forth are for convenience only and shall not be
deemed to define, limit, or describe the scope or intent of this Note. 16.
Applicable Law.

      16. Applicable Law.

      Each Borrower acknowledges and agrees that this Note shall be governed by
the laws of the State of Maryland, even though for the convenience and at the
request of the Borrowers, this Note may be executed elsewhere.

      17. Consent to Jurisdiction.

      Each Borrower irrevocably submits to the jurisdiction of any state or
federal court sitting in the State of Maryland over any suit, action, or
proceeding arising out of or relating to this Note or any of the other Financing
Documents. Each Borrower irrevocably waives, to the fullest extent permitted by
law, any objection that any Borrower may now or hereafter have to the laying of
venue of any such suit, action, or proceeding brought in any such court and any
claim that any such suit, action, or proceeding brought in any such court has
been brought in an inconvenient forum. Final judgment in any such suit, action,
or proceeding brought in any such court shall be conclusive and binding upon the
Borrowers and may be enforced in any court in which any Borrower is subject to
jurisdiction by a suit upon such judgment, provided that service of process is
effected upon the Borrowers as provided in this Note or as otherwise permitted
by applicable law.

      18. Service of Process.

      Each Borrower hereby irrevocably designates and appoints Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801, as each Borrower's authorized agent to receive on each Borrower's behalf
service of any and all process that may be served in any suit, action, or
proceeding instituted in connection with this Note in any state or federal court
sitting in the State of Maryland. If such agent shall cease so to act, the
Borrowers shall irrevocably designate and appoint without delay another such
agent in the State of Maryland satisfactory to the Lender and shall promptly
deliver to the Lender evidence in writing of such agent's acceptance of such
appointment and its agreement that such appointment shall be irrevocable.


      Each Borrower hereby consents to process being served in any suit, action,
or proceeding instituted in connection with this Note by (a) the mailing of a
copy thereof by certified mail, postage prepaid, return receipt requested, to
each Borrower and (b) serving a copy thereof upon the agent hereinabove
designated and appointed by each Borrower as each Borrower's agent for service
of process. Each Borrower irrevocably agrees that such service shall be deemed
in every respect effective service of process upon the Borrowers in any such
suit, action or proceeding, and shall, to the fullest extent permitted by law,
be taken and held to be valid personal service upon the Borrowers. Nothing in
this Section shall affect the right of the Lender to serve process in any manner
otherwise permitted by law or limit the right of the Lender otherwise to bring
proceedings against the Borrowers in the courts of any jurisdiction or
jurisdictions.

      19. WAIVER OF TRIAL BY JURY.

      EACH BORROWER AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO WHICH ANY BORROWER AND THE LENDER MAY BE PARTIES, ARISING OUT OF
OR IN ANY WAY PERTAINING TO (A) THIS NOTE OR (B) THE FINANCING DOCUMENTS. IT IS
AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF
ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS
AGAINST PARTIES WHO ARE NOT PARTIES TO THIS NOTE.

      THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY EACH BORROWER,
AND EACH BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION
HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN
ANY WAY MODIFY OR NULLIFY ITS EFFECT. EACH BORROWER FURTHER REPRESENTS THAT IT
HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT
EACH HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]



      IN WITNESS WHEREOF, the Borrowers have caused this Note to be executed
under seal by their duly authorized officers as of the date first written above.

WITNESS/ATTEST:                     ARGAN, INC.

______________________________      By:  /s/ Arthur Trudel         (SEAL)
                                       ---------------------------
                                       Name: Arthur Trudel
                                       Title: Vice President

WITNESS/ATTEST:                     SOUTHERN MARYLAND CABLE, INC.

______________________________      By:  /s/ Arthur Trudel         (SEAL)
                                       ---------------------------
                                       Name: Arthur Trudel
                                       Title: Vice President

WITNESS/ATTEST:                     VITARICH LABORATORIES, INC.

______________________________      By:  /s/ Arthur Trudel         (SEAL)
                                       ---------------------------
                                       Name: Arthur Trudel
                                       Title: Vice President