Exhibit 10.1
 FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED  FINANCING AND SECURITY AGREEMENT
 Agreement st Borrower Borrowers Lender
 RECITALS
 Vitarich Financing Agreement




---



##### 



AGREEMENTS
  Recitals
 Amendments to the Financing Agreement
 Section 1.1 (Certain Defined Terms)
 Letter of Credit Letters of Credit
 Letter of Credit Cash Collateral Account
 Obligations
 Permitted Uses
 Revolving Credit Expiration Date
  2




---



##### 



Section 1.1 (Certain Defined Terms)
 Cash Secured Letter of Credit Cash Secured Letters of Credit
 Cash Secured Letter of Credit Collateral Account
 Discretionary Letter of Credit Discretionary Letters of Credit
 Post-Expiration Date Letter of Credit Post-Expiration Date Letters of Credit
 Supplemental Closing Date
 Section 1.1 (Certain Defined Terms)
 Section 2.1.1 (Revolving Credit Facility)
 Revolving Credit Facility
 Revolving
Loan
 Revolving Credit Committed Amount
    3




---



##### 



Section 2.3.1 (Letters of Credit)
 Letters of Credit
 Letter of Credit Letters of Credit
 Discretionary Letter of Credit Discretionary Letters of Credit
 Section 2.3.2 (Letter of Credit Fees)
 Letter of Credit Fees
 Letter of Credit Fee Letter of Credit Fees st Fees
  4




---



##### 



Section 2.3.3 (Terms of Letters of Credit)
 Terms of Letters of Credit
 Exhibit G Post-Expiration Date Letter of
Credit Post-Expiration Date Letters of Credit Letter
of Credit Cash Collateral Account
  5




---



##### 



Cash Secured Letter of Credit Cash Secured
Letters of Credit Cash Secured Letter of Credit Collateral
Account
 Outstanding Letter of Credit Obligations
  6




---



##### 



Section 6.2.6 (Investments, Loans and Other Transactions)
 Investments, Loans and Other Transactions
      Schedule 2.1.5
   Permitted Investment
   7




---



##### 



Limitation of Amendments
   Renewal Fee Renewal Fee
 Counterparts
  8




---



##### 



Representations
     Conditions Precedent
    Fees and Expenses
 Financing Documents; Governing Law; Etc
  9




---



##### 



Acknowledgments
  Modifications
 [SIGNATURES APPEAR ON THE FOLLOWING PAGE]
  10




---



##### 



Borrowers:WITNESS/ATTEST:
    
    
    
    ARGAN, INC.By:
    
    
    
    (Seal)Rainer BosselmannChairman of the Board and PresidentWITNESS/ATTEST:
    
    
    
    SOUTHERN MARYLAND CABLE, INCBy:
    
    
    
    (Seal)Arthur TrudelVice President and TreasurerWITNESS/ATTEST:
    
    
    
    GEMMA POWER, INC.By:
    
    
    
    (Seal)Arthur TrudelChief Financial OfficerWITNESS/ATTEST:
    
    
    
    GEMMA POWER SYSTEMS CALIFORNIA, INC.By:
    
    
    
    (Seal)Arthur TrudelChief Financial OfficerWITNESS/ATTEST:
    
    
    
    GEMMA POWER SYSTEMS, LLCBy:
    
    
    
    (Seal)Daniel MartinManager




---



##### 



WITNESS/ATTEST:
    
    
    
    GEMMA POWER HARTFORD, LLCBy:
    
    
    
    (Seal)Daniel MartinManager




---



##### 



Lender:WITNESS:
    
    
    
    BANK OF AMERICA, N.A.By:
    
    
    
    (Seal)Michael J. RadcliffeSenior Vice President




---



##### 



AGREEMENT OF GUARANTOR
   WITNESS/ATTEST:
    
    
    
    GEMMA RENEWABLE POWER, LLCBy:
    
    
    
    (SEAL)Arthur TrudelChief Financial Officer