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 May31, 2010, 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 unpaidthereon, 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 theFinancing Agreement will not affect the continuing validity of this Note or the FinancingAgreement, 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 numbered003939628068 the amount of each payment of principal (including without limitation the principalpayment due on the final maturity date) and/or interest on the dates such payments become due. Ifthe funds in the account are insufficient to cover any payment, Lender shall not be obligated toadvance funds to cover the payment. At any time and for any reason, Borrower or Lender mayvoluntarily 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 Sumshall bear interest thereafter at the LIBOR Rate plus four percent (4.00%) (the “**Post-DefaultRate**”) 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 latecharge 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 accruedand unpaid interest then due hereunder, and the remainder, if any, shall be applied to the unpaidPrincipal Sum. All payments on account of this Note shall be paid in lawful money of the UnitedStates of America in immediately available funds during regular business hours of the Lender at itsprincipal office in Rockville, Maryland or at such other times and places as the Lender may at anytime and from time to time designate in writing to the Borrowers.
 
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6. Financing Agreement and Other Financing Documents.This Note is the “**Revolving Credit Note**” described in the Second Amended and RestatedFinancing and Security Agreement, dated December 11, 2006, by and among the Borrowers and theLender (as amended, modified, restated, substituted, extended and renewed atany time and from time to time, the “**Financing Agreement**”). This Note amends and restates inits entirety that certain Fourth Amended and Restated Revolving Credit Note (the “**Prior Note**”) inthe maximum principal sum of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) datedDecember 11, 2006 in favor of the Lender. It is expressly agreed that the indebtedness evidencedby the Prior Note has not been extinguished or discharged hereby. Each of the Borrowers and theLender agree that the execution of this Note is not intended to and shall not cause or result in anovation with respect to the Prior Note. The indebtedness evidenced by this Note is includedwithin 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 Acquisition TermNote, the Financing Agreement, the Security Agreements, the Guaranty, and any other instrument,agreement, or document previously, simultaneously, or hereafter executed and delivered by anyBorrower, any Guarantor, and/or any other Person, singularly or jointly with any other Person,evidencing, securing, guaranteeing, or in connection with the Principal Sum, this Note, theAcquisition Term 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 ofthis Note:(a) The failure of any Borrower to pay to the Lender within five (5) days of when due any andall 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 conditionsof any of the other Financing Documents.9. Remedies.Upon the occurrence of an Event of Default, at the option of the Lender, all amounts payableby the Borrowers to the Lender under the terms of this Note shall immediately become due andpayable by the Borrowers to the Lender without notice to the Borrowers or any other Person, and theLender 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 forthe payment of the indebtedness evidenced by this Note hereby severally waive presentment, protestand demand, notice of protest, notice of demand and of dishonor and non-payment of this Note andexpressly agree that this Note or any payment hereunder may be extended from time to time withoutin any way affecting the liability of the Borrowers, guarantors and endorsers.
 
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10. Confessed Judgment.UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, EACH BORROWER HEREBY AUTHORIZES ANY ATTORNEYDESIGNATED BY THE LENDER OR ANYCLERK OF ANY COURT OF RECORD TO APPEAR FOR THE BORROWERS IN ANY COURT OF RECORD AND CONFESSJUDGMENT WITHOUT PRIOR HEARING AGAINST THE BORROWERS IN FAVOR OF THE LENDER FOR AND IN THE AMOUNTOF THE UNPAID PRINCIPAL SUM, ALL INTEREST ACCRUED AND UNPAID THEREON, ALL OTHER AMOUNTS PAYABLE BYANY 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 ANDINTEREST THEN DUE HEREUNDER. BY ITS ACCEPTANCE OF THIS NOTE, THE LENDER AGREES THAT IN THE EVENTTHE LENDER EXERCISES AT ANY TIME ITS RIGHT TO CONFESS JUDGMENT UNDER THIS NOTE, THE LENDER SHALLUSE ITS BEST EFFORTS TO OBTAIN LEGAL COUNSEL WHO WILL CHARGE THE LENDER FOR ITS SERVICES ON ANHOURLY 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 ANAMOUNT IN EXCESS OF THE FEES AND EXPENSES ACTUALLY CHARGED TO THE LENDER FOR SERVICES RENDERED BYITS COUNSEL IN CONNECTION WITH SUCH CONFESSION OF JUDGMENT AND/OR THE COLLECTION OF SUMS OWED TOTHE 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 EXPENSESINCURRED BY THE LENDER, THEN, AFTER FULL REPAYMENT AND SATISFACTION OF ALL OF THE OBLIGATIONS UNDERAND 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 THEEXTENT PERMITTED BY APPLICABLE LAW, ALL ERRORS AND ALL RIGHTS OF EXEMPTION, APPEAL, STAY OFEXECUTION, INQUISITION, AND OTHER RIGHTS TO WHICH ANY BORROWER MAY OTHERWISE BE ENTITLED UNDER THELAWS OF THE UNITED STATES OF AMERICA OR OF ANY STATE OR POSSESSION OF THE UNITED STATES OF AMERICANOW IN FORCE OR WHICH MAY HEREAFTER BE ENACTED. THE AUTHORITY AND POWER TO APPEAR FOR AND ENTERJUDGMENT AGAINST THE BORROWERS SHALL NOT BE EXHAUSTED BY ONE OR MORE EXERCISES THEREOF OR BY ANYIMPERFECT 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 ORDIFFERENT JURISDICTIONS AS OFTEN AS THE LENDER SHALL DEEM NECESSARY OR DESIRABLE, FOR ALL OF WHICHTHIS NOTE SHALL BE A SUFFICIENT WARRANT.11. Expenses.Each Borrower promises to pay to the Lender on demand by the Lender all costs and expensesincurred 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.
 
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12. Notices.Any notice, request, or demand to or upon the Borrowers or the Lender shall be deemed to havebeen properly given or made when delivered in accordance with Section 8.1 of the FinancingAgreement.13. Miscellaneous.Each right, power, and remedy of the Lender as provided for in this Note or any of the otherFinancing Documents, or now or hereafter existing under any applicable law or otherwise shall becumulative and concurrent and shall be in addition to every other right, power, or remedy providedfor in this Note or any of the other Financing Documents or now or hereafter existing under anyapplicable law, and the exercise or beginning of the exercise by the Lender of any one or more ofsuch rights, powers, or remedies shall not preclude the simultaneous or later exercise by theLender of any or all such other rights, powers, or remedies. No failure or delay by the Lender toinsist upon the strict performance of any term, condition, covenant, or agreement of this Note orany of the other Financing Documents, or to exercise any right, power, or remedy consequent upon abreach thereof, shall constitute a waiver of any such term, condition, covenant, or agreement or ofany such breach, or preclude the Lender from exercising any such right, power, or remedy at a latertime or times. By accepting payment after the due date of any amount payable under the terms ofthis Note, the Lender shall not be deemed to waive the right either to require prompt payment whendue of all other amounts payable under the terms of this Note or to declare an Event of Default forthe failure to effect such prompt payment of any such other amount. No course of dealing orconduct 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 andall Obligations of the Borrowers to the Lender have been indefeasibly paid in full in cash, andsubject 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 bankruptcycode or otherwise), reimbursement or contribution from any Borrower or any guarantor, nor any rightof recourse to its security for any of the debts and obligations of any Borrower which are thesubject of this Note. Except as otherwise expressly permitted by the Financing Agreement, any andall present and future debts and obligations of any Borrower to any other Borrower are herebysubordinated to the full payment and performance of all present and future debts and obligations tothe 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 occurrenceof a payment Default, the Borrowers shall be permitted to make payments on account of any of suchpresent and future debts and obligations from time to time in accordance with the terms thereof.
 
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Each Borrower further agrees that, if any payment made by any Borrower or any other person isapplied to this Note and is at any time annulled, set aside, rescinded, invalidated, declared to befraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of anyproperty hereafter securing this Note is required to be returned by the Lender to any Borrower, itsestate, trustee, receiver or any other party, including, without limitation, such Borrower, underany bankruptcy law, state or federal law, common law or equitable cause, then, to the extent ofsuch payment or repayment, such Borrower’s liability hereunder(and any lien, security interest or other collateral securing such liability) shall be and remain in fullforce and effect, as fully as if such payment had never been made, or, if prior thereto any suchlien, security interest or other collateral hereafter securing such Borrower’s liability hereundershall have been released or terminated by virtue of such cancellation or surrender, this Note (andsuch lien, security interest or other collateral) shall be reinstated in full force and effect, andsuch prior cancellation or surrender shall not diminish, release, discharge, impair or otherwiseaffect 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 outstandingprincipal of and interest on this Note and all other Obligations or amounts due hereunder and underthe Financing Agreement and the Financing Documents shall have been indefeasibly paid in full incash 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 asand when due and payable in accordance with the provisions of this Note, the Financing Agreementand the other Financing Documents. The term “**Borrowers**” when used in this Note shall include allof the Borrowers, individually and jointly, and the Lender may (without notice to or consent of anyor 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 releasingthe 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 ofcompetent 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 theaffected provision) of this Note; but this Note shall be construed as if such invalid, illegal, orunenforceable provision (or part thereof) had not been contained in this Note, but only to theextent 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.
 
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16. Applicable Law.Each Borrower acknowledges and agrees that this Note shall be governed by the laws of theState of Maryland, even though for the convenience and at the request of the Borrowers, this Notemay be executed elsewhere.17. Consent to Jurisdiction.Each Borrower irrevocably submits to the jurisdiction of any state or federal court sitting inthe State of Maryland over any suit, action, or proceeding arising out of or relating to this Noteor any of the other Financing Documents. Each Borrower irrevocably waives, to the fullest extentpermitted by law, any objection that any Borrower may now or hereafter have to thelaying of venue of any such suit, action, or proceeding brought in any such court and anyclaim that any such suit, action, or proceeding brought in any such court has been brought in aninconvenient forum. Final judgment in any such suit, action, or proceeding brought in any suchcourt shall be conclusive and binding upon the Borrowers and may be enforced in any court in whichany Borrower is subject to jurisdiction by a suit upon such judgment, provided that service ofprocess is effected upon the Borrowers as provided in this Note or as otherwise permitted byapplicable law.18. Service of Process.Each Borrower hereby irrevocably designates and appoints The Corporation Trust Company,Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, as each Borrower’sauthorized agent to receive on each Borrower’s behalf service of any and all process that may beserved in any suit, action, or proceeding instituted in connection with this Note in any state orfederal court sitting in the State of Maryland. If such agent shall cease so to act, the Borrowersshall irrevocably designate and appoint without delay another such agent in the State of Marylandsatisfactory to the Lender and shall promptly deliver to the Lender evidence in writing of suchagent’s acceptance of such appointment and its agreement that such appointment shall beirrevocable.Each Borrower hereby consents to process being served in any suit, action, or proceedinginstituted 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 theagent hereinabove designated and appointed by each Borrower as each Borrower’s agent for service ofprocess. Each Borrower irrevocably agrees that such service shall be deemed in every respecteffective 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 theBorrowers. Nothing in this Section shall affect the right of the Lender to serve process in anymanner otherwise permitted by law or limit the right of the Lender otherwise to bring proceedingsagainst the Borrowers in the courts of any jurisdiction or jurisdictions.
 
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19. **WAIVER OF TRIAL BY JURY**.**EACH BORROWER AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICHANY BORROWER AND THE LENDER MAY BE PARTIES, ARISING OUT OF OR IN ANY WAY PERTAINING TO (A) THISNOTE OR (B) THE FINANCING DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES AWAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDINGCLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS NOTE.****THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY EACH BORROWER, AND EACH BORROWERHEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TOINDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. EACH BORROWERFURTHER REPRESENTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THEMAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THATEACH HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.***[SIGNATURES APPEAR ON THE FOLLOWING PAGES]*
 
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IN WITNESS WHEREOF, the Borrowers have caused this Note to be executed under seal by theirduly authorized officers as of the date first written above.           WITNESS/ATTEST:   ARGAN, INC.               */s/ Sherolyn Nanson*    By: */s/ Rainer Bosselmann* Rainer Bosselmann (Seal)        Chairman of the Board and President               WITNESS/ATTEST:   SOUTHERN MARYLANDCABLE, INC.               */s/ Sherolyn Nanson*    By: */s/ Arthur Trudel* Arthur Trudel (Seal)         Vice President and Treasurer               WITNESS/ATTEST:   VITARICH LABORATORIES, INC.               */s/ Sherolyn Nanson*    By: */s/ Arthur Trudel* Arthur Trudel (Seal)         Vice President and Treasurer               WITNESS/ATTEST:   GEMMA POWER, INC.               */s/ Sherolyn Nanson*    By: */s/ Arthur Trudel* Arthur Trudel (Seal)         Chief Financial Officer               WITNESS/ATTEST:   GEMMA POWER SYSTEMS CALIFORNIA, INC.               */s/ Sherolyn Nanson*    By: */s/ Arthur Trudel* Arthur Trudel (Seal)        Chief Financial Officer    Signature Page to Fifth Amended and Restated Revolving Credit Note
 
 

 
           WITNESS/ATTEST:   GEMMA POWER SYSTEMS, LLC               */s/ John Gorzkowski*    By: */s/ William F. Griffin, Jr.* William F. Griffin, Jr. Manager (Seal)             WITNESS/ATTEST:   GEMMA POWER HARTFORD, LLC               */s/ John Gorzkowski*    By: */s/ William F. Griffin, Jr.* William F. Griffin, Jr. Manager (Seal)  Signature Page to Fifth Amended and Restated Revolving Credit Note