<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>v042558_ex10-3.txt
<TEXT>

EXHIBIT 10.3

            SECOND AMENDED AND RESTATED DEBT SUBORDINATION AGREEMENT

      THIS  AGREEMENT  effective  as of the 5th day of May,  2006,  by and among
KEVIN J.  THOMAS,  an  individual  (the  "Creditor"),  ARGAN,  INC.,  a Delaware
corporation  ("Argan"),  SOUTHERN MARYLAND CABLE,  INC., a Maryland  corporation
("SMC"),  VITARICH  LABORATORIES,  INC., a Delaware corporation  ("Vitarich" and
collectively  with Argan and SMC,  the  "Debtor")  and BANK OF AMERICA,  N.A., a
national banking association, its successors and assigns (the "Lender").

      WHEREAS,  reference  is  made  to  that  certain  Financing  and  Security
Agreement  among  Argan,  SMC and the Lender dated as of August 19, 2003 (as the
same may be  amended,  supplemented  or modified  from time to time,  the "FSA")
pursuant to which the Lender has  extended to the Debtor  certain  loans as more
particularly described therein (collectively, the "Loans"); and

      WHEREAS,  Argan,  executed and  delivered  to the Creditor a  subordinated
promissory note (the "Subordinated Note"); and

      WHEREAS,  Argan,  SMC, the Creditor and the Lender  entered into a certain
Debt Subordination Agreement dated as of January 31, 2005 (as amended,  restated
supplemented  or modified from time to time,  the "Existing  Debt  Subordination
Agreement"); and

      WHEREAS,  Argan  executed and  delivered  to the  Creditor a  Subordinated
Promissory  Note  (Earn-back  Obligations)  dated as of  November  30, 2005 (the
"Earn-back Subordinated Note"); and

      WHEREAS, the Debtor has requested that the Lender extend the maturity date
of a revolving line of credit,  make a new term loan to the Debtor under the FSA
and combine the Subordinated  Note and the Earn-back  Subordinated Note into one
Amended  and  Restated   Subordinated  Term  Note  (the  "Amended  and  Restated
Subordinated  Term Note"),  and the Lender has agreed on the condition  that the
Debtor  amend and restate the Existing  Debt  Subordination  Agreement  with the
Creditor as set forth herein; and

      WHEREAS,  capitalized  terms used herein and not defined herein shall have
the meanings assigned to such terms in the FSA; and

      NOW,  THEREFORE,  for value  received and in  consideration  of the mutual
benefits to be derived from this  Agreement,  the parties  hereto agree to amend
and restate the Existing Debt Subordination Agreement as follows:

      1. Definitions.

            (a) "Junior  Debt" means all of the present and future  indebtedness
(principal,  interest  (including,  without  limitation,  default  interest  and
interest  accruing  after the  commencement  of a  bankruptcy  proceeding  by or
against the  Debtor),  fees,  charges,  collection  and other costs  (including,
without   limitation,   attorney's   fees)  and  expenses  and  other  amounts),
liabilities and obligations of the Debtor to the Creditor,  all whether fixed or
contingent,  matured or unmatured,  and liquidated or  unliquidated  and whether
arising under contract, in tort or otherwise,  including without limitation, the
indebtedness arising under the Amended and Restated  Subordinated Term Note, and
all increases, extensions, modifications, refinancings, assignments and renewals
thereof, but does not include any Collateral.

<PAGE>

            (b) "Superior Debt" means all of the present and future indebtedness
(principal,  interest  (including,  without  limitation,  default  interest  and
interest  accruing  after the  commencement  of a  bankruptcy  proceeding  by or
against the  Debtor),  fees,  charges,  collection  and other costs  (including,
without   limitation,   attorney's   fees)  and  expenses  and  other  amounts),
liabilities and obligations  (including,  without  limitation,  letter of credit
reimbursement  obligations,  protective advances permitted under the FSA and the
other  Financing  Documents  for  unpaid  taxes,  insurance,   etc.,  and  yield
maintenance  and other  indemnification  amounts)  of the  Debtor to the  Lender
including  any such  indebtedness  under the FSA or any of the  other  Financing
Documents, all whether fixed or contingent, matured or unmatured,  liquidated or
unliquidated,  and whether arising under contract, in tort or otherwise, and all
increases, extensions, modifications,  refinancings, assignments and/or renewals
thereof, and all Collateral.

      2. Subordination.

            (a) The Creditor hereby postpones and subordinates all of the Junior
Debt to the full and final payment of all of the Superior Debt to the extent and
in the manner set forth herein, provided that so long as (i) no Default or Event
of Default has occurred and is continuing under or within the meaning of the FSA
or any of the other Financing  Documents and after giving effect to such payment
no Default or Event of Default would occur (including,  without limitation,  any
default  of any  financial  covenant  set  forth in the FSA or any of the  other
Financing  Documents),  and (ii) no event or condition has occurred  which would
constitute  such a Default or Event of  Default  but for the giving of notice or
passage of time, or both (including,  without limitation, any event or condition
that would cause a default of any financial covenant set forth in the FSA or any
of the other  Financing  Documents),  Lender agrees that for purposes of the FSA
and the other Financing  Documents Debtor is permitted to, and may make, and the
Creditor is permitted to, and may accept:  (A) regularly  scheduled  payments of
interest under the Junior Debt; (B) payments of principal  after August 1, 2007,
and (C) mandatory and optional prepayments of the Junior Debt including, without
limitation,  any Mandatory Prepayment, the Acquisition Mandatory Prepayment, the
Additional  Term Loan  Mandatory  Prepayment  or any other  optional  prepayment
allowed under the Junior Debt,  but only to the extent such  prepayments  do not
otherwise violate the prohibitions in clauses (i) and (ii) above.

            (b) The  Creditor  agrees  that so long as the Debtor is indebted to
the  Lender  under  or in  connection  with  the  FSA and  the  other  Financing
Documents,  the Creditor shall promptly provide the Lender (or its successors or
assigns,  as the case may be) with a copy of all notices which the Creditor from
time to time may serve upon the Debtor in connection with the Junior Debt.

                                       2
<PAGE>


      3.  Collateral  for  Superior  Debt.  In  furtherance  of and for the sole
purposes of  enforcing,  exercising  and securing the rights of the Lender under
Section 7 herein  relating to the Lender's  authority  to act as the  Creditor's
attorney-in-fact  in connection with a bankruptcy or similar  proceeding against
the  Creditor,  the Creditor  hereby  transfers  and assigns to the Lender,  its
successors  and  assigns,  all of its right,  title and  interest in and to, and
grants to the Lender,  its  successors and assign,  a security  interest in, the
Junior  Debt.  The  Creditor  agrees to  execute  and  deliver to the Lender any
additional  assignments and instruments deemed necessary by the Lender to effect
or confirm such assignment and transfer and to effect  collection of any and all
payments which may be made at any time on account of the Junior Debt.

      4. Warranties and Representations of Creditor and Debtor. The Creditor and
the Debtor hereby  represent  and warrant:  (a) that the Creditor has not relied
and will not rely on any  representation or information of any nature made by or
received  from  Lender  relative  to the  Debtor in  deciding  to  execute  this
Agreement  or to permit it to  continue in effect;  (b) that the  Creditor is or
will be the lawful  owner of the Junior  Debt and no part  thereof is subject to
any defense,  offset or  counterclaim;  (c) that the Creditor has not heretofore
assigned or transferred  any Junior Debt or any interest  therein;  and (d) that
the Creditor has not heretofore given any subordination in respect of the Junior
Debt.

      5. Negative  Covenants.  Except to the extent  otherwise  permitted  under
Section 2 hereof, until all of the Superior Debt has been fully and finally paid
and any obligations of the Lender to extend further Superior Debt is terminated:
(a) the Debtor shall not, directly or indirectly, make any payment on account of
the Junior Debt and shall not grant any security interest in, mortgage,  pledge,
assign or transfer  any of their  respective  assets to secure or satisfy all or
any part of the Junior Debt;  (b) the  Creditor  shall not demand or accept from
the Debtor or any other person any such payment of, or collateral for the Junior
Debt,  nor shall the  Creditor  enforce  any part of the  Junior  Debt;  (c) the
Creditor  shall not hereafter  give any  subordination  in respect of the Junior
Debt,  or transfer or assign any of the Junior Debt to any person other than the
Lender;  (d) the Debtor will not  hereafter  issue any  instrument,  security or
other writing  evidencing any part of the Junior Debt, and the Creditor will not
receive any such writing,  except upon the prior written  approval of the Lender
or at the request of and in the manner requested by the Lender; (e) the Creditor
will not commence or join with any other  creditors of the Debtor in  commencing
any bankruptcy,  reorganization,  receivership or insolvency  proceeding against
the Debtor;  and (f) neither the Creditor nor the Debtor shall otherwise take or
permit any action  prejudicial  to or  inconsistent  with the provisions of this
Agreement.

      6. Turnover of Prohibited  Transfers.  If any payment on account of or any
collateral  for any part of the  Junior  Debt is  received  by the  Creditor  in
violation of the terms of this  Agreement,  such payment or collateral  shall be
delivered  within  one  (1)  business  day by the  Creditor  to the  Lender  for
application to the Superior Debt, in the form received,  except for the addition
of any  endorsement  or assignment  necessary to effect a transfer of all rights
therein  to the  Lender.  The  Lender is  irrevocably  authorized  to supply any
required  endorsement  or  assignment  which  may have  been  omitted.  Until so
delivered, any such payment or collateral shall be held by the Creditor in trust
for the Lender and shall not be  commingled  with other funds or property of the
Creditor.

                                       3
<PAGE>

      7. Authority to Act for Creditor.  For so long as any of the Superior Debt
shall remain  unpaid,  the Lender shall have the right to act as the  Creditor's
attorney-in-fact  for the  purposes  specified  herein and the  Creditor  hereby
irrevocably appoints the Lender its true and lawful attorney, with full power of
substitution,  in the name of the Creditor or in the name of the Lender, for the
use and  benefit of the  Lender,  without  notice to the  Creditor or any of its
successors or assigns, to perform the following acts, at the Lender's option, at
any  meeting  of  creditors  of the  Debtor  or in  connection  with any case or
proceeding, whether voluntary or involuntary, for the distribution,  division or
application of the assets of the Debtor or the proceeds  thereof,  regardless of
whether such case or proceeding is for the liquidation,  dissolution, winding up
of affairs,  reorganization or arrangement of the Debtor, or for the composition
of  the  creditors  of  the  Debtor,  in  bankruptcy  or in  connection  with  a
receivership,  or under an assignment for the benefit of creditors of the Debtor
or otherwise:

            (a) To enforce claims  comprising the Junior Debt, either in its own
name or in the name of the Creditor,  by proof of debt, proof of claim,  suit or
otherwise;

            (b) To  collect  any assets of the  Debtor  distributed,  divided or
applied by way of  dividend  or payment  on account of the Junior  Debt,  or any
securities  issued on account of the Junior  Debt and to apply the same,  or the
proceeds of any realization  upon the same that Lender in its discretion  elects
to effect,  to the  Superior  Debt until all of the  Superior  Debt  (including,
without  limitation,  all  interest  accruing  on the  Superior  Debt  after the
commencement  of any  bankruptcy  case)  has been  paid in full,  rendering  any
surplus to the Creditor if and to the extent permitted by law;

            (c) To vote  claims  comprising  the Junior Debt to accept or reject
any  plan of  partial  or  complete  liquidation,  reorganization,  arrangement,
composition or extension; and

            (d) To take  generally  any  action  in  connection  with  any  such
meeting,  case or proceeding  that the Creditor  would be authorized to take but
for this Agreement.

      In no event shall the Lender be liable to the  Creditor for any failure to
prove the Junior Debt, to exercise any right with respect  thereto or to collect
any sums payable thereon.

      8. Waivers, Etc.

            (a) The  Creditor and the Debtor  hereby waive any defense  based on
the  adequacy  of a remedy at law which might be asserted as a bar to the remedy
of specific  performance of this Agreement in any action brought therefor by the
Lender. To the fullest extent permitted by law, the Creditor and the Debtor each
hereby further waives:  presentment,  demand, protest, notice of protest, notice
of default or dishonor,  notice of payment or  nonpayment  and any and all other
notices and demands of any kind in connection  with  instruments,  documents and
agreements evidencing,  securing or relating in any way to all or any portion of
the Superior  Debt or the Junior Debt to which the Creditor or the Debtor may be
a party; notice of the acceptance of this Agreement by the Lender; notice of any
loans made,  extensions  granted or other action taken by the Lender in reliance
hereon, including without limitation:  (i) granting time or other indulgences to
the Debtor,  (ii)  renewing,  extending,  modifying or  compromising  any of the
Superior Debt, (iii) possessing,  substituting,  modifying, waiving or releasing
any collateral  held as security for any of the Superior Debt, or (iv) adding or
releasing any person  primarily or  secondarily  liable  thereon;  and all other
demands  and  notices  of every  kind in  connection  with this  Agreement,  the
Superior  Debt or Junior  Debt,  and no such  action  taken by the Lender  shall
affect the subordination or other provisions herein in any manner.

                                       4
<PAGE>

            (b) In the  event  of any  sale,  assignment,  disposition  or other
transfer of the Junior Debt, the Creditor shall cause the transferee  thereof to
execute and deliver to the Lender an  agreement  (substantially  identical  with
this  Agreement or otherwise in form and substance  satisfactory  to the Lender)
providing  for the  continued  subordination  of the Junior Debt to the Superior
Debt as provided herein and for the continued effectiveness of all of the rights
arising under this Agreement.

      9. Indulgences Not Waivers.  Neither the failure nor any delay on the part
of the Lender to exercise any right,  remedy,  power or  privilege  hereunder or
under any  instruments,  documents or  agreements  evidencing or relating to the
Superior Debt shall operate as a waiver thereof or give rise to an estoppel, nor
be construed as an  agreement to modify the terms of this  Agreement,  nor shall
any single or partial  exercise of any right,  remedy,  power or privilege  with
respect to any occurrence be construed as a waiver of such right,  remedy, power
or  privilege  with respect to any other  occurrence.  No consent or waiver by a
party  hereunder  shall be  effective  unless it is in writing and signed by the
party  making such consent or waiver,  and then only to the extent  specifically
stated in such writing.

      10. Duration and Termination. This Agreement shall constitute a continuing
agreement  of  subordination  and shall  terminate  only upon the full and final
payment of the Superior Debt and  termination of any obligation of the Lender to
extend any further Superior Debt.  Neither the dissolution nor the bankruptcy of
the Creditor shall effect a termination hereof.

      11.  Administration by the Lender.  In the  administration of the Superior
Debt, either before or after a demand or default, the Creditor  acknowledges and
agrees that the Lender may  proceed in its sole  discretion,  including  without
limitation,  raising or lowering loan advances, interest rates or fees, charging
additional fees, declining to make further advances,  extending additional loans
or other financing  accommodations to the Debtor,  increasing the dollar amounts
of  the  Debtor's  credit  limits,   extending   credit  terms  and  maturities,
compromising  claims and  exchanging and releasing  collateral or obligors;  all
with no duty to the Creditor,  and no such action shall affect the subordination
or other provisions herein in any manner.

      12.  Notices.  All  notices,  requests,  demands and other  communications
required or  permitted  under this  Agreement  or by law shall be in writing and
shall be deemed to have been duly given,  made and received only when  delivered
against  receipt or when deposited in the United States mails,  certified  mail,
return receipt requested, postage prepaid, or when delivered by next day express
delivery service, addressed as set forth below:

                                       5
<PAGE>

      (a)         If to the Lender:       Bank of America, N.A.
                                          1101 Wootton Parkway
                                          4th Floor
                                          Attn: Michael Radcliffe
                                                Senior Vice President

      (b)         If to the Creditor:     Kevin J. Thomas
                                          6620 Daniels Road
                                          Naples, Florida 34104

      (c)         If to the Debtor:       Argan, Inc.
                                          One Church Street
                                          Suite 302
                                          Rockville, Maryland 20850
                                          Attn: Arthur Trudel
                                                Senior Vice President and CFO

      Any addressee may alter the address to which communications are to be sent
by giving notice of such change of address in conformity  with the provisions of
this Paragraph 12 for the giving of notice.

      13.  Lender's  Duties  Limited.  The rights  granted to the Lender in this
Agreement are solely for its protection and nothing herein contained  imposes on
the Lender any duties with  respect to any  property  of the  Creditor or of the
Debtor heretofore or hereafter received by the Lender. The Lender has no duty to
preserve  rights  against  prior  parties on any  instrument  or  chattel  paper
received  from the Debtor as  collateral  security for the Superior  Debt or any
portion thereof.

      14.  Effect on Creditor and Debtor.  This  Agreement is being entered into
solely for the benefit of the Lender,  its  successors  and assigns,  and is not
intended  to give any  rights,  benefits or  privileges  to the  Creditor or the
Debtor.

      15. Authority. The Creditor and the Debtor represent and warrant that they
have the legal power,  capacity and  authority to enter into this  Agreement and
that the person  signing for the Creditor and Debtor is authorized  and directed
to do so.

      16. Entire Agreement,  Amendment. This Agreement constitutes and expresses
the entire understanding  between the parties hereto with respect to the subject
matter  hereof,  and  supersedes  all prior and  contemporaneous  agreements and
understandings,  inducements or conditions,  whether express or implied, oral or
written.  Neither  this  Agreement  nor any portion or  provision  hereof may be
amended  orally or in any manner other than by an agreement in writing signed by
the Lender, Creditor and Debtor.

      17.  Additional  Documentation.  Each of the Creditor and the Debtor shall
execute and deliver to the Lender such further  instruments  and shall take such
further  action as the Lender may at any time or times request in order to carry
out the provisions and intent of this Agreement.

                                       6
<PAGE>

      18.  Successors and Assigns.  This Agreement shall inure to the benefit of
the Lender,  its successors and assigns,  and shall be binding upon the Creditor
and Debtor and their respective heirs, personal representatives,  successors and
assigns.

      19. Defects Waived. This Agreement is effective notwithstanding any defect
in the validity or enforceability  of any instrument or document  evidencing the
Superior Debt.

      20.  Governing  Law. The validity,  construction  and  enforcement of this
Agreement shall be governed by the internal laws of the State of Connecticut.

      21. Severability.  The provisions of this Agreement are independent of and
separable from each other. If any provision  hereof shall for any reason be held
invalid or  unenforceable,  it is the intent of the parties that such invalidity
or unenforceability shall not affect the validity or enforceability of any other
provision hereof,  and that this Agreement shall be construed as if such invalid
or unenforceable provision had never been contained herein.

      22. Amendment and Restatement. This Agreement amends, restates, supercedes
and replaces in its entirety the Existing Debt Subordination Agreement.

                        THE NEXT PAGE IS A SIGNATURE PAGE


                                       7
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed, sealed and delivered, as of the 5th day of May, 2006.


WITNESSES:


/s/ Jennifer Hite                       /s/ Kevin J. Thomas
------------------------------------    ----------------------------------------
                                        Kevin J. Thomas


WITTNESS/ATTEST:                        BANK OF AMERICA, N.A.


                                        By: Michael J. Radcliffe
------------------------------------        ------------------------------------

                                            Its Senior Vice President


                                        ARGAN, INC.


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


                                        SOUTHERN MARYLAND CABLE, INC.


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


                                        VITARICH LABORATORIES, INC.


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


     [Signature Page to Second Amended and Restated Subordination Agreement]
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