THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  is made and  entered  into and

effective  as of  the  31st  day  of  August,  2004,  by  and  between  AGAX/VLI

ACQUISITION  CORPORATION,  a Delaware corporation (the "Company"),  and KEVIN J.

THOMAS (hereinafter, the "Employee").



                                R E C I T A L S :



      WHEREAS,  Argan,  Inc.  has  acquired  all of the issued  and  outstanding

capital stock of Vitarich  Laboratories,  Inc. ("Vitarich") pursuant to a merger

between the  Company,  a wholly  owned  subsidiary  of Argan  --------  Inc.,  a

Delaware corporation ("Argan"), and Vitarich; and -----



      WHEREAS, prior to the merger, the Employee was the sole stockholder,  sole

board member and chief executive officer of Vitarich; and



      WHEREAS,  the Company is in the  business of  formulating,  packaging  and

distributing whole food, dietary, herbal and nutritional supplements and related

products,  which are marketed  globally to retail,  wholesale  and private label

customers,  including  network  marketing  companies,  health food stores,  mass

merchandisers,  drug stores,  food stores and internet and mail order  companies

(collectively, the "Business"); and



      WHEREAS,  the Employee  possesses  intimate  knowledge of the business and

affairs of the Company, its policies, methods and personnel; and



      WHEREAS,  the  Company  desires to employ  the  Employee  to  operate  the

Business and compensate him therefor; and



      WHEREAS,  the  Employee is willing to make his  services  available to the

Company and on the terms and conditions hereinafter set forth.



      NOW,   THEREFORE,   for  the  reasons  set  forth   hereinabove,   and  in

consideration of the foregoing premises and of the mutual promises and covenants

set forth  herein and other good and  valuable  consideration,  the  receipt and

sufficiency of which are hereby acknowledged, the parties agree as follows:



                                    Article 1



                                   Employment



      Section 1.01  Employment and Term. The Company hereby agrees to employ the

Employee  and the Employee  hereby  agrees to serve the Company on the terms and

conditions set forth herein.



      Section 1.02 Duties of Employee.  During the Term of Employment under this

Agreement,  the Employee  shall serve as the Senior  Operating  Executive of the

Company, shall faithfully and diligently perform all services as may be assigned

to him by the Board of Directors of the Company (the  "Board")  (provided  that,



{PAGE}



such  services  shall not  materially  differ from the services  provided by the

Employee to Vitarich),  and shall  exercise such power and authority as may from

time to time be  delegated to him by the Board.  The  Employee  shall devote his

full time and attention to the business and affairs of the Company,  render such

services to the best of his  ability,  and use his  reasonable  best  efforts to

promote the interests of the Company. Notwithstanding the foregoing or any other

provision  of this  Agreement,  it shall  not be a breach or  violation  of this

Agreement  for the Employee to: (a) serve on civic,  charitable  or,  subject to

Article 6 below, corporate boards or committees;  (b) deliver lectures,  fulfill

speaking  engagements  or  teach  at  educational  institutions;  or (c)  manage

personal investments,  so long as such activities do not significantly interfere

with  or   significantly   detract  from  the   performance  of  the  Employee's

responsibilities to the Company in accordance with this Agreement.



                                   Article 2



                                      Term



      Section 2.01 Initial  Term.  The initial  Term of  Employment  (as defined

below) under this Agreement, and the employment of the Employee hereunder, shall

commence on August 31, 2004 (the "Commencement Date") and shall expire on August

31, 2007,  unless sooner  terminated  in  accordance  with Article 5 hereof (the

"Initial Term").



      Section 2.02 Renewal  Terms.  At the end of the Initial Term,  the Term of

Employment  automatically  shall renew for successive one year terms (subject to

earlier termination as provided in Article 5 hereof),  unless the Company or the

Employee delivers written notice to the other at least three months prior to the

Expiration Date of its or his election not to renew the Term of Employment.



      Section 2.03 Term of Employment  and  Expiration  Date.  The period during

which the  Employee  shall be employed  by the Company  pursuant to the terms of

this  Agreement  is  sometimes  referred  to in this  Agreement  as the "Term of

Employment,"  and  the  date  on  which  the  Term of  Employment  shall  expire

(including  the date on which any  renewal  term  shall  expire),  is  sometimes

referred to in this Agreement as the "Expiration Date."



                                   Article 3



                                  Compensation



      Section 3.01 Base Salary.  The Employee shall receive a base salary at the

annual rate of $150,000 (the "Base Salary") during the Term of Employment,  with

such Base Salary  payable in  installments  consistent  with  Vitarich's  normal

payroll schedule,  subject to applicable  withholding and other taxes. Following

the Initial  Term,  the Base Salary shall be reviewed,  at least  annually,  for

merit  increases  and may,  by action and in the  discretion  of the  Board,  be

increased  at any time or from time to time.  Base Salary shall not be decreased

and, if increased, shall not thereafter be decreased for any reason.





                                       2

{PAGE}



      Section 3.02 Bonuses.



            (a) In addition to Base Salary,  during the Term of Employment,  for

each  fiscal  year of the Company  following  the fiscal year ended  January 31,

2005, the Employee shall be entitled to receive  additional bonus  compensation,

provided that Pre-Tax Earnings of the Company (as defined in Section 3.02(b)(i))

for such fiscal year exceed 120% of Base Year  Pre-Tax  Earnings  (as defined in

Section  3.02(b)(ii)).  In the event  Pre-Tax  Earnings  of the Company for such

fiscal  year are  between  120%  and 130% of Base  Year  Pre-Tax  Earnings,  the

Employee shall receive Incentive Compensation (as defined below) of $150,000. In

the event  Pre-Tax  Earnings  of the Company for such fiscal year exceed 130% of

Base Year Pre-Tax Earnings, the Employee shall receive Incentive Compensation of

$250,000.



            (b) For the purposes of Section 3.02(a) above,



                  (i)  "Pre-Tax  Earnings of the Company"  shall mean,  for each

fiscal  year,  earnings  of the  Company  before  (A) taxes;  (B)  non-recurring

expenses or income  statement  adjustments  for any fiscal year, or portion of a

fiscal  year,  occurring  prior to the  date of this  Agreement,  as  reasonably

determined by the Board;  and (C) any additional  bonus  compensation  due under

Section 3.02(a),  if any; provided,  however,  that for each of the fiscal years

ended on or before  January 31,  2005 only,  "Pre-Tax  Earnings of the  Company"

shall be increased by the total  compensation  paid to the Employee  during such

each  fiscal  year and  decreased  by the Base  Salary  payable to the  Employee

pursuant to Section 3.01 above; and



                  (ii) "Base Year Pre-Tax  Earnings" shall mean, for each fiscal

year, the greater of:



                                    (A) Pre-Tax Earnings of the Company for the

                                    immediately preceding fiscal year; or



                                    (B) the average Pre-Tax Earnings of the

Company for the immediately preceding three fiscal years;



                  but in the case of both  clause (a) and clause  (b),  not less

than the Pre-Tax  Earnings of the Company for the fiscal year ended  January 31,

2005.



            (c) The Employee shall receive such additional  bonuses,  if any, as

the Board may in its sole and absolute discretion determine.



            (d) For the Bonus  Period (as  defined in Section  3.02(e)) in which

the  Employee's  employment  with the Company  terminates  for any  reason,  the

Company shall pay the Employee a pro rata portion  (based upon the period ending

on the date on which the Employee's  employment with the Company  terminates) of

the bonus  otherwise  payable  under this  Section  3.02 for the Bonus Period in

which such termination of employment occurs;  provided,  however,  that: (i) the

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