Exhibit 10.2

                     (Form of Subordinated Promissory Note)

                                    [FORM OF]

                             SUBORDINATED TERM NOTE
                             (EARN-BACK OBLIGATIONS)


            THIS SUBORDINATED TERM NOTE (EARN-BACK  OBLIGATIONS) AND
            INDEBTEDNESS EVIDENCED HEREBY ARE AND SHALL AT ALL TIMES
            BE AND  REMAIN  SUBORDINATED  IN RIGHT OF PAYMENT TO THE
            EXTENT  AND IN THE  MANNER  SET  FORTH  IN THAT  CERTAIN
            AMENDED  AND  RESTATED  DEBT  SUBORDINATION   AGREEMENT,
            EFFECTIVE  AS OF JUNE 30,  2005,  BY AND  AMONG  BANK OF
            AMERICA,  N.A., ARGAN, INC., A DELAWARE  CORPORATION AND
            KEVIN J. THOMAS, AN INDIVIDUAL,  TO THE PRIOR PAYMENT IN
            FULL OF ALL SUPERIOR DEBT (AS DEFINED THEREIN).

$___________________                         As of [INSERT EARN-BACK DATE], 2005

      FOR VALUE RECEIVED,  the undersigned,  ARGAN, INC., a Delaware corporation
(the  "Maker"),  hereby  promises  to pay to the order of KEVIN J.  THOMAS  (the
"Creditor"),  at 6620 Daniels Road, Naples,  Florida 34104, the principal sum of
_______________________________________________DOLLARS   ($______________)  (the
"Principal  Amount"),  in  lawful  money of the  United  States  of  America  in
immediately available funds, without deduction, set-off or counterclaim,  and to
pay interest  from the date hereof on the  principal  amount hereof from time to
time outstanding, in like funds, at a rate per annum equal to ten percent (10%).
Interest  hereunder shall be due and payable on a quarterly basis  commencing on
January 1, 2006 and continuing on the first day of each April, July, October and
January  thereafter.  Unless otherwise  prepaid as a Mandatory  Prepayment or an
Additional Mandatory Prepayment as provided below, the Principal Amount together
with all accrued  and unpaid  interest  thereon  shall be due and payable in one
installment on August 1, 2006.

      Notwithstanding  the forgoing,  in the event that the Maker receives gross
cash consideration (prior to the payment of any fees, discounts, costs, expenses
or  commissions)  in  connection  with one or more public  offerings  or private
placements  of the Maker's  capital stock during the period from the date hereof
to August  1,  2006  which is in excess  of  $1,000,000  in the  aggregate  (the
"Aggregate  Consideration"),  the Maker shall prepay the Principal  Amount by an
amount equal to that portion of the Aggregate  Consideration  which is in excess
of $1,000,000 (a "Mandatory Prepayment") so that all capital raised by the Maker
which is in excess of  $1,000,000  shall be paid over to the  Holder  until such
time as the Principal  Amount and all other sums due hereunder have been paid in
full.



      In addition,  Maker agrees that it shall not close any  transaction  after
the  Earn-back  Date (as that term is defined in that certain  Letter  Agreement
among the Maker,  the  Creditor  and  Vitarich  Laboratories,  Inc.,  a Delaware
corporation  effective as of June 30, 2005 (the "Letter  Agreement"))  involving
the  acquisition  by Maker of all or  substantially  all of the  capital  stock,
equity interests or assets of any corporation,  partnership,  limited  liability
company  or any other  organization  or entity (an  "Acquisition")  unless on or
before the closing of any such  Acquisition all amounts due hereunder shall have
been paid in full (the "Additional Mandatory  Prepayment");  provided,  however,
that,  notwithstanding the forgoing, the Maker shall not be required to make the
Additional  Mandatory Prepayment in connection with any acquisition by the Maker
of  any  assets,  capital  stock  or  other  equity  interests  of  any  of  its
subsidiaries  or  affiliates  whether  as a result  of a merger or for any other
reason.

      Interest  on the  outstanding  Principal  Amount  shall be computed on the
basis of the actual number of days elapsed over a 365 day year.

      The Maker hereby waives diligence, presentment, demand, protest and notice
of any kind  whatsoever.  The  non-exercise  by the  holder of any of its rights
hereunder in any  particular  instance  shall not constitute a waiver thereof in
that or any subsequent instance.

THIS  SUBORDINATED  TERM NOTE  (EARN-BACK  OBLIGATIONS)  SHALL BE  CONSTRUED  IN
ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF THE STATE OF  CONNECTICUT,  WITHOUT
REGARD TO CHOICE OF LAW DOCTRINE, AND ANY APPLICABLE LAWS OF THE UNTED STATES OF
AMERICA.

This Subordinated Term Note (Earn-back  Obligations) is being issued in full and
complete satisfaction of all obligations of the Maker to pay to the Creditor the
Reduced  Earn-back  Amount (as defined in and calculated  pursuant to the Letter
Agreement)  and the  Additional  Earn-back  Amount (as defined in and calculated
pursuant to the Letter Agreement), as applicable.

                                       ARGAN, INC.


                                       By: _____________________________________
                                           Name:  ____________________
                                           Title:  _________________