Exhibit 10.1

                            [Argan, Inc. Letterhead]

                                January 28, 2005

Mr. Kevin J. Thomas
c/o Vitarich Laboratories, Inc.
4365 Arnold Avenue
Naples, Florida 34104

      Re:   Agreement and Plan of Merger dated as of August 31, 2004 By and
            Among Kevin J. Thomas, Vitarich Laboratories, Inc., a Florida
            corporation, Argan, Inc. ("Parent"), and Vitarich Laboratories,
            Inc., a Delaware corporation (formerly known as AGAX/VLI Acquisition
            Corporation)

Dear Kevin:

      This letter shall memorialize our agreement concerning adjustments to the
Initial Stock Consideration and the Additional Stock Consideration (as such
terms and all other capitalized terms used and not specifically defined herein
are defined in the above-referenced Agreement and Plan of Merger (the "Merger
Agreement")). Specifically, we hereby agree that, in consideration of your
agreement to reconstitute the Additional Cash Consideration as subordinated
debt, and in furtherance thereof to execute that certain Debt Subordination
Agreement of even date herewith by and among you, Parent and Bank of America,
N.A.:

      1. The period within which an adjustment to the Initial Stock
Consideration may occur as a result of Parent raising additional capital by
issuance of Argan Stock pursuant to a public or private offering (hereinafter
referred to as the "Adjustment Period") as set forth in Section 2.8 of the
Merger Agreement is hereby extended to July 31, 2005, so that the Adjustment
Period now shall be the period beginning with the Closing Date and ending on
July 31, 2005;

      2. In addition to an adjustment to the Initial Stock Consideration as a
result of Parent raising additional capital by issuance of Argan Stock pursuant
to a public or private offering for a price less than $7.75 per share during the
Adjustment Period, the Initial Stock Consideration shall also be adjusted in the
event that Parent fails to raise additional capital by issuance of Argan Stock
pursuant to a public or private offering during the Adjustment Period. In such
event, the number of shares of Argan Stock issued to you as the Initial Stock
Consideration pursuant to Section 2.3(a) of the Merger Agreement shall be
adjusted to the number of shares of Argan Stock that would have been issued to
you at Closing had the value of each share of Argan Stock been the trailing
thirty (30) day average trading price per share of Argan Stock (that is, the
average trading price per share of Argan Stock occurring during the thirty (30)
day period ending on July 31, 2005), if any trades occurred during such thirty
(30) day period, or halfway between the weighted average bid and ask prices per
share of Argan Stock during such thirty (30) day period, if no trades occurred
during such thirty (30) day period, and Parent shall issue to you on the
business day following the expiration of the Adjustment Period the number of
additional shares of Argan Stock that would have been issued as a part of the
Initial Stock Consideration at Closing had the value of Argan Stock been the
trailing thirty (30) day average trading price per share of Argan Stock, or
halfway between the weighted average bid and ask prices per share of Argan Stock
during such thirty (30) day period, as the case may be; and

<PAGE>

Mr. Kevin J. Thomas
January 28, 2005
Page 2

      3. Parent shall still issue to you the Additional Stock Consideration,
valued at $7.75 per share of Argan Stock, on the Additional Consideration
Payment Date as set forth in Section 2.4 of the Merger Agreement.
Notwithstanding anything to the contrary contained in the Merger Agreement, the
Additional Stock Consideration also shall be adjusted as follows: (A) if Parent
raises additional capital by issuance of Argan Stock pursuant to a public or
private offering for a price less than $7.75 per share during the Adjustment
Period, then the number of shares of Argan Stock issued to you as the Additional
Stock Consideration pursuant to Section 2.4 of the Merger Agreement shall be
adjusted to the number of shares of Argan Stock that would have been issued to
you on the Additional Consideration Payment Date had the value of each share of
Argan Stock been the price per share of Argan Stock obtained in such public or
private offering; and (B) if Parent fails to raise additional capital by
issuance of Argan Stock pursuant to a public or private offering during the
Adjustment Period, then the number of shares of Argan Stock issued to you as the
Additional Stock Consideration pursuant to Section 2.4 of the Merger Agreement
shall be adjusted to the number of shares of Argan Stock that would have been
issued to you on the Additional Consideration Payment Date had the value of each
share of Argan Stock been the trailing thirty (30) day average trading price per
share of Argan Stock, if any trades occurred during such thirty (30) day period,
or halfway between the weighted average bid and ask prices per share of Argan
Stock during such thirty (30) day period, if no trades occurred during such
thirty (30) day period. In either of such events, Parent shall issue to you on
the business day following the expiration of the Adjustment Period the number of
additional shares of Argan Stock that would have been issued as a part of the
Additional Stock Consideration on the Additional Consideration Payment Date had
the value of Argan Stock been the deemed value as set forth in clauses (A) or
(B) above, as the case may be.

      4. In no event shall the Initial Stock Consideration or the Additional
Stock Consideration be adjusted as a result of Parent raising additional capital
by issuance of Argan Stock pursuant to a public or private offering for a price
greater than $7.75 per share during the Adjustment Period.

      Except as specifically set forth hereinabove, all of the terms, covenants
and conditions of the Merger Agreement shall remain in full force and effect.

      If the above accurately reflects our understanding, please so indicate by
signing both copies of this letter agreement where indicated below, keep one
fully-executed copy for your files, and return the other fully-executed copy to
me.

<PAGE>

Mr. Kevin J. Thomas
January 28, 2005
Page 3

                                       Sincerely yours,

                                       ARGAN, INC.

                                       By: /s/ Rainer Bosselmann
                                           -------------------------------------
                                           Rainer Bosselmann
                                           Chairman and President

                                       VITARICH LABORATORIES, INC.
                                       a Delaware corporation

                                       By: /s/ Haywood Miller
                                           -------------------------------------
                                           Haywood Miller
                                           Vice President and Secretary

SEEN AND AGREED:

/s/ Kevin J. Thomas
----------------------------------
KEVIN J. THOMAS

cc:   David B. Law, Esq.
      Jeffery A. Bahnsen, Esq.