5. Events of Default. The following shall constitute an “Event of Default”hereunder:(a) Maker fails to pay any Principal, Interest or other amount payable under this Notewhen due.(b) Maker becomes insolvent or generally fails to pay, or admits in writing Maker’sinability to pay, its debts as they become due; or Maker applies for, consents to oracquiesces in the appointment of a trustee, receiver or other custodian for Maker or anyproperty or assets of Maker, or makes a general assignment for the benefit of creditors; or,in the absence of such application, consent or acquiescence, a trustee, receiver or othercustodian is appointed for Maker or for a substantial part of the property or assets ofMaker and is not discharged within thirty (30) days; or any bankruptcy, reorganization, debtarrangement, or other case or proceeding under any bankruptcy or insolvency law, or anydissolution or liquidation proceeding, is commenced in respect of Maker and if such case orproceeding is not commenced by Maker it is consented to or acquiesced in by Maker or if suchcase or proceeding is not vacated, stayed or dismissed within thirty (30) days of suchcommencement.6. Remedies Upon an Event of Default. Upon the occurrence of an Event of Default, theentire unpaid Principal balance of this Note, together with all accrued and unpaid Interestthereon, shall, in the case of Section 5(a), at the election of Holder, and, in the case ofSection 5(b), automatically, become immediately due and payable. All amounts payable byMaker to Holder under this Note shall be without relief from valuation and appraisement laws. Therights and remedies of Holder stated herein are cumulative to and not exclusive of any rights orremedies otherwise available to Holder. In the event Holder is required to commence any cause ofaction or legal proceeding to collect payment of this Note when due, Maker shall reimburse Holderfor its reasonable attorneys fees and court costs in connection with such action or proceeding.7. Assignability. Maker may not assign this Note or any rights or duties hereunderwithout Holder’s prior written consent, which consent shall not be unreasonably withheld, and anyprohibited assignment shall be voidable at Holder’s election. This Note will benefit and bind thepermitted successors and assigns of the parties.8. Notices. All notices, requests, demands and other communications under this Noteshall be in writing and shall be deemed to have been duly given on the date of service if servedpersonally on the party to whom notice is to be given, or on the date of receipt by the party towhom notice is to be given if transmitted to such party by facsimile, provided a copy is mailed asset forth below on date of transmission, or on the third day after mailing if mailed to the partyto whom notice is to be given by registered or certified mail, return receipt requested, postageprepaid, to the following addresses:If to Maker, to:Arcadia Resources, Inc.9320 Priority Way West DriveIndianapolis,Indiana 46240If to Holder, to:BestCare Travel Staffing, LLC11190 Bellesville PikeColumbus, IN 47201
 
 

 
9. Miscellaneous.(a) This Note shall in all respects be governed by and construed in accordance with thelaws of the State of Indiana without regard to conflicts of law principles.(b) The undersigned hereby irrevocably consents to the jurisdiction and venue of thecourts of the State of Indiana and the United States District Court for the SouthernDistrict of Indiana, in either case sitting in Marion County, Indiana, with respect to anyand all actions related to this Note or the enforcement of this Note and hereby irrevocablywaives any and all objections thereto. MAKER HEREBY KNOWINGLY AND VOLUNTARILY WITH THEBENEFIT OF COUNSEL WAIVES TRIAL BY JURY IN ANY ACTIONS, PROCEEDINGS, CLAIMS ORCOUNTER-CLAIMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, AT LAW OR IN EQUITY, ARISING OUTOF OR IN ANY WAY RELATING TO THIS NOTE.(c) Holder shall not (by act, delay, omission or otherwise) be deemed to have waivedany of its rights or remedies hereunder, or any provision hereof, unless such waiver is inwriting signed by Holder, and any such waiver shall be effective only to the extentspecifically set forth therein; and a waiver by Holder of any right or remedy under thisNote on any one occasion shall not be construed as a bar to or waiver of any such right orremedy which Holder would otherwise have had on any future occasion.(d) Wherever possible, each provision of this Note which has been prohibited by or heldinvalid under applicable law shall be ineffective to the extent of such prohibition orinvalidity, but such prohibition or invalidity shall not invalidate the remainder of suchprovision or the remaining provisions of this Note.(e) Wherever in this Note reference is made to Maker or Holder, such reference shall bedeemed to include, as applicable, a reference to their respective successors and assigns,legatees, heirs, executors, administrators and legal representatives, as applicable, and, inthe case of Holder, any future holder of this Note, in any case as permitted by this Note.This Note may not be assigned by Maker without Holder’s prior written consent.
 
 

 
(f) Maker waives presentment for payment, protest and demand, notice of protest, demandand of dishonor and nonpayment of this Note, notice of acceptance of this Note by Holder,and all other notice and filing of suit or diligence in collecting this Note.(g) Time is of the essence in the performance of this Note.(h) The obligation’s under this Note are absolute and unconditional and are not subjectto any defense, set-off, counterclaim, rescission, recoupment or adjustment whatsoever.**[Signature Page Follows]**
 
 

 
**IN WITNESS WHEREOF**, the undersigned have executed, acknowledged, sealed and deliveredthis Note as of the day and year first above written.      **“MAKER”**