<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v042558_ex10-2.txt
<TEXT>

EXHIBIT 10.2

                THIRD AMENDED AND RESTATED REVOLVING CREDIT NOTE

$4,250,000                                                   Rockville, Maryland
                                                                   May 5th, 2006

      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  ("SMC")  and  VITARICH
LABORATORIES,  INC.,  a  corporation  organized  under  the laws of the State of
Delaware ("Vitarich") (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,  its successors and assigns (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 Third 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:

<PAGE>

                  (a) Interest only on the unpaid Principal Sum shall be due and
payable  monthly,  commencing  September  30, 2004,  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
the Revolving Credit Expiration Date.

      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 LIBOR Rate plus four
percent (4.00%) (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 the Amended and
Restated Financing and Security Agreement,  dated of even date herewith,  by and
among the Borrowers and the Lender (as amended, modified, restated, substituted,
extended  and  renewed  at any  time  and  from  time to  time,  the  "Financing
Agreement").  This Note amends and restates in its entirety that certain  Second
Amended and  Restated  Revolving  Credit Note (the "Prior  Note") in the maximum
principal sum of Four Million Two Hundred Fifty  Thousand  Dollars  ($4,250,000)
dated  April __, 2005 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 2006 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.

                                       2
<PAGE>

      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.
                                       3
<PAGE>

      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.

                                       4
<PAGE>

      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  Financing  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 Financing  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 Financing  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.

                                       5
<PAGE>

      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.

      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 CT Corporation
Systems,  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.

                                       6
<PAGE>

      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]


                                       7
<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.


/s/Arthur Trudel                        By: /s/ Rainer Bosselmann (Seal)
------------------------                   ----------------------
                                           Name: Rainer Bosselmann
                                           Title: Chairman and CEO


WITNESS/ATTEST:                         SOUTHERN MARYLAND CABLE, INC.


 /s/ Rainer Bosselmann                  By: /s/ Arthur Trudel     (Seal)
------------------------                   ----------------------
                                           Name: Arthur Trudel
                                           Title: CFO


WITNESS/ATTEST:                         VITARICH LABORATORIES, INC.


/s/ Arthur Trudel                       By: /s/ Rainer Bosselmann (Seal)
------------------------                   ----------------------
                                           Name: Rainer Bosselmann
                                           Title: Chairman and CEO



                                       8
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</DOCUMENT>
