Exhibit 10.1

                          DEBT SUBORDINATION AGREEMENT

      THIS  AGREEMENT  is made as of the 31st day of January,  2005 by and among
KEVIN J.  THOMAS,  an  individual  (the  "CREDITOR"),  ARGAN,  INC.,  a Delaware
corporation  ("ARGAN"),  SOUTHERN MARYLAND CABLE,  INC., a Maryland  corporation
("SMC" and  together  with Argan,  the  "DEBTOR")  and BANK OF AMERICA,  N.A., a
national banking association (the "LENDER").

      WHEREAS,  reference  is  made  to  that  certain  Financing  and  Security
Agreement  among the Debtor 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,  Thomas,  the  Debtor,  Vitarich  Laboratories,  Inc.,  a Florida
corporation  ("VITARICH")  and  AGAX/VLI  Acquisition  Corporation,  a  Delaware
corporation and wholly owned  subsidiary of the Debtor ("AGAX")  entered into an
Agreement  and  Plan  of  Merger  dated  as of  August  31,  2004  (the  "MERGER
AGREEMENT") pursuant to which Vitarich merged into AGAX (the "MERGER"); and

      WHEREAS, prior to the Merger, Thomas was a shareholder of Vitarich; and

      WHEREAS,  the Lender consented to the Merger on the terms set forth in the
Merger Agreement; and

      WHEREAS, pursuant to the Merger Agreement, Thomas is to receive the Merger
Consideration  (as that term is  defined in the  Merger  Agreement),  including,
without  limitation,  certain  Additional Cash  Consideration (as defined in the
Merger  Agreement,   and  hereinafter  referred  to  as,  the  "ADDITIONAL  CASH
CONSIDERATION")  which  Additional Cash  Consideration is due and payable thirty
(30) days  following  completion of (i) the Argan January 2005 Audit (as defined
in the Merger  Agreement),  and (ii) the February 28, 2005 Financial  Statements
(as defined in the Merger Agreement); and

      WHEREAS,  the Debtor and the  Creditor  have  agreed to  reconstitute  the
Additional Cash Consideration as subordinated debt (the  "RESTRUCTURING") and in
furtherance thereof the Debtor has agreed to execute and deliver to the Creditor
a  Subordinated  Promissory  Note in the form of Exhibit A attached  hereto (the
"SUBORDINATED Note"); and

      WHEREAS,  the principal  amount of the  Subordinated  Note will equal that
amount  that  would  otherwise  be  due  to  the  Creditor  as  Additional  Cash
Consideration under the Merger Agreement; and

      WHEREAS, the Debtor has requested the Lender to agree to the Restructuring
and the issuance of the  Subordinated  Note and the Lender has so agreed to such
Restructuring and issuance of the Subordinated Note subject to the execution and
delivery by the Debtor and the Creditor of this Agreement; and
<PAGE>

      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 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 Subordinated Note, and all increases, extensions,
modifications, refinancings, assignments and renewals thereof.

            (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.
<PAGE>

      2. Subordination.

            (a) 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  Agreement  Debtor is permitted  to, and may make,  and
Creditor is permitted to, and may accept:  (A) regularly  scheduled  payments of
principal  and interest  under the Junior Debt;  and (B)  mandatory and optional
prepayments  of the Junior Debt  including,  without  limitation,  the Mandatory
Prepayment, the Additional 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) Creditor agrees that so long as Debtor is indebted to the Lender
under or in connection with the FSA and the other Financing Documents,  Creditor
shall promptly provide 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
Debtor in connection with the Junior Debt.

      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  Creditor's
attorney-in-fact  in connection with a bankruptcy or similar  proceeding against
the Creditor,  Creditor hereby  transfers and assigns to 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.
Creditor agrees to execute and deliver to Lender any additional  assignments and
instruments  deemed necessary by 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.  Creditor and
Debtor hereby  represent and warrant:  (a) that 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  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 Creditor has not heretofore  assigned or transferred
any  Junior  Debt  or any  interest  therein;  and  (d)  that  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) 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) Creditor shall not demand or accept from Debtor
or any other person any such payment of, or collateral  for the Junior Debt, nor
shall  Creditor  enforce any part of the Junior  Debt;  (c)  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) Debtor
will not hereafter  issue any instrument,  security or other writing  evidencing
any part of the Junior  Debt,  and 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) 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
Creditor nor Debtor shall otherwise take or permit any action  prejudicial to or
inconsistent with the provisions of this Agreement.
<PAGE>

      6. Turnover of Prohibited  Transfers.  If any payment on account of or any
collateral  for any part of the Junior Debt is received by Creditor in violation
of the terms of this  Agreement,  such payment or collateral  shall be delivered
within  one (1)  business  day by  Creditor  to 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 Lender.
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  Creditor  in trust  for  Lender  and  shall not be
commingled with other funds or property of Creditor.

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

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

            (b) To collect any assets of 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;
<PAGE>

            (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 Creditor  would be authorized to take but for
this Agreement.

      In no event shall  Lender be liable to  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)  Creditor  and  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 Lender.
To the fullest extent permitted by law,  Creditor and 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 Debtor may be a party;
notice of the acceptance of this Agreement by Lender;  notice of any loans made,
extensions granted or other action taken by Lender in reliance hereon, including
without  limitation:  (i) granting  time or other  indulgences  to 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 Lender  shall  affect the  subordination  or other
provisions herein in any manner.

            (b) In the  event  of any  sale,  assignment,  disposition  or other
transfer of the Junior  Debt,  Creditor  shall cause the  transferee  thereof to
execute and deliver to Lender an agreement  (substantially  identical  with this
Agreement or otherwise in form and substance  satisfactory to 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.
<PAGE>

      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
Creditor shall effect a termination hereof.

      11.  Administration by Lender. In the administration of the Superior Debt,
either  before or after a demand or default,  Creditor  acknowledges  and agrees
that 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 Debtor,  increasing the dollar amounts of Debtor's
credit limits,  extending credit terms and maturities,  compromising  claims and
exchanging and releasing  collateral or obligors;  all with no duty to 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:

            (a)    If to Lender:    Bank of America, N.A.
                                    1101 Wootton Parkway
                                    4th Floor
                                    Rockville, Maryland 20852
                                    Attn: Michael Radcliffe
                                          Senior Vice President

            (b)    If to Creditor:  Kevin J. Thomas
                                    _____________________
                                    _____________________

            (c)    If to 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  Lender  in this
Agreement are solely for its protection and nothing herein contained  imposes on
Lender  any  duties  with  respect  to any  property  of  Creditor  or of Debtor
heretofore  or  hereafter  received  by Lender.  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.
<PAGE>

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

      15.  Authority.  Creditor and 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
Lender, Creditor and Debtor.

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

      18.  Successors and Assigns.  This Agreement shall inure to the benefit of
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.

                       THE NEXT PAGE IS A SIGNATURE PAGE
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
signed, sealed and delivered, as of the 31st day of January, 2005.

WITNESSES:


                                             /s/ Kevin J. Thomas
---------------------------------            -----------------------------------
                                             Kevin J. Thomas
---------------------------------

                                             BANK OF AMERICA, N.A.


                                             By /s/ Michael J. Radcliffe
                                               ---------------------------------
                                               Michael J. Radcliffe
                                               Its Senior Vice President

                                             ARGAN, INC.


                                             By  /s/ Arthur Trudel
                                               ---------------------------------
                                               Arthur Trudel
                                               Its Senior Vice President and CFO

                                             SOUTHERN MARYLAND CABLE, INC.


                                             By  /s/ Arthur Trudel
                                               ---------------------------------
                                               Arthur Trudel
                                               Its Vice President and CFO
<PAGE>

                                    Exhibit A
                         to Debt Subordination Agreement

                                    [FORM OF]

                             SUBORDINATED TERM NOTE

      THIS  SUBORDINATED  TERM NOTE 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  DEBT  SUBORDINATION
      AGREEMENT,  DATED JANUARY  _________,  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 ________________, 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   _______________________________,   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
July 1, 2005 and continuing on the first day of each October, January, April and
July thereafter. Unless otherwise prepaid as a Mandatory Prepayments 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 February 1, 2005
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
involving the acquisition by Maker of 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.
<PAGE>

      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 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  is  being  issued  in  full  and  complete
satisfaction  of all  obligations  of the  Maker  to  pay  to the  Creditor  the
Additional  Cash  Consideration  (as  defined  in and to paid  pursuant  to that
certain  Agreement and Plan of Merger among the Maker,  the  Creditor,  Vitarich
Laboratories,  Inc., a Florida corporation and AGAX/VLI Acquisition Corporation,
a Delaware corporation dated as of August 31, 2004).

                                            ARGAN, INC.


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title: