EXHIBIT 10.1**EMPLOYMENT AGREEMENT**     THIS AGREEMENT by and between Arcadia Resources, Inc., a Nevada corporation (“Arcadia” or“Employer”), and Steven L. Zeller (the “Executive”), is made on and is effective September 24,2007.     WHEREAS, Employer desires to employ Executive in the position described herein; and     WHEREAS, Executive desires to serve in that capacity.     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:     1. Employment. Employer shall employ the Executive, and the Executive shall serveEmployer and its subsidiaries on the terms and conditions set forth in this Agreement, for theperiod beginning on the date hereof (the “Employment Date”) and continuing until terminated asprovided below in Section 4 (the “Employment Period”).     2. Position and Duties.          (a) As of the date of this Agreement, and during the Employment Period, the Executive will beemployed as Executive Vice President, In Home Health Care and Staffing, of Arcadia and such of itssubsidiaries as may be determined by Arcadia’s President and Chief Executive Officer (“CEO”),performing such duties as may be designated by the President/CEO from time to time (which shall beconsistent with the general nature of the duties and authority of such officer in similarlysituated companies) and in compliance with Employer’s policies and procedures applicable tosimilarly situated employees in effect from time to time. Executive shall report to Arcadia’sPresident/CEO or to such other person designated by the President/CEO with Executive’s writtenconsent which shall not be unreasonably withheld.          (b) During the Employment Period, excluding any periods of vacation and absence due tointermittent illness to which the Executive is entitled, and any services or activities on behalfof civic or charitable institutions that do not significantly interfere with the performance of hisresponsibilities to Employer or violate the provisions of Section 9, the Executive shall devotehis full time and attention to the business and affairs of Employer and its subsidiaries. Exceptas stated in the previous sentence and as permitted by Section 9 relative to BestCare TravelStaffing, LLC (“BestCare”), during the Employment Period, Executive shall have no other employmentor business interests; provided, however, that the Executive shall be able to invest his personalassets in investments and entities as long as such investments do not violate Section 9 and do notrequire a material amount of the Executive’s time. The Executive shall use reasonable efforts tofaithfully and efficiently carry out all duties and responsibilities assigned to him.     3. Compensation.          (a) Base Salary. During the Employment Period, the Executive shall receive an annualbase salary of $200,000 payable in accordance with the regular payroll practices of Employer. TheExecutive’s base salary shall be reviewed annually by Employer, in accordance with Employer’sstandard practices for executives generally, and may be increased, but not decreased, as determinedby the Board of Directors, in its sole discretion, or by any Committee of the Board of Directors towhich such authority has been delegated.
 

 
          (b) Equity Awards. Throughout the Employment Period, Executive shall be eligible toreceive awards of Employer’s equity securities as may be awarded in the discretion of the Board ofDirectors or by any Committee of the Board of Directors to which such authority has beendelegated.          (c) Annual Bonus and Incentive Plans; Other Benefits. Throughout the EmploymentPeriod, the Executive shall be eligible to participate in any bonus or incentive plans that areavailable to the senior executives of Arcadia.          (d) Other Benefits. To at least the same extent as other senior executives ofArcadia, except as required by law or applicable government regulations, the Executive shall beentitled to participate in: (i) any short-term and long-term incentive, savings, and retirementplans; (ii) all practices, policies and programs including vacation policies established byEmployer; and (iii) the Executive and/or the Executive’s family, as the case may be, shall beeligible for participation in, and shall receive all benefits under, all welfare benefit plans,practices, policies and programs provided by Employer.          (e) Expenses. During the Employment Period, the Executive shall be entitled toreceive prompt reimbursement for all reasonable expenses incurred by the Executive in carrying outthe Executive’s duties under this Agreement, provided that the Executive complies with thegenerally applicable policies, practices and procedures of Employer for submission of expensereports, receipts, or similar documentation of such expenses.          (f) Automobile Allowance. Employer will provide Executive with an automobileallowance of $500 per month throughout the term of this Agreement.          (g) Vacation. Executive shall be entitled to not less than three (3) weeks of paidvacation leave annually or such greater period of vacation leave as Employer may prescribe.     4. Termination of Employment.          (a) Death or Disability. The Executive’s employment and the Employment Period shallterminate automatically upon the Executive’s death or Disability during the Employment Period.“Disability” means Executive’s inability, because of mental or physical illness or incapacity,whether total or partial, to perform one or more primary duties of the Executive’s employment withreasonable accommodation, and which continues for a period of one hundred eighty (180) days withinany twelve (12) period. If any question shall arise during the Executive’s employment hereunderregarding the Executive’s inability, because of mental or physical illness or incapacity, whethertotal or partial, to perform one or more primary duties of the Executive’s employment withreasonable accommodation, Executive, at the request of Employer, shall submit to a medicalexamination by a physician selected by Employer (the “Employer Physician”) to determine whetherthe Executive is so disabled. In the event that the Executive disagrees with the findings of theEmployer Physician, Executive shall have the right to submit to a second medical examination by aphysician selected by the Executive (the “Executive Physician”). If the Employer Physician’s andthe Executive Physician’s findings agree with respect to Executive’s disability status, suchdetermination shall be binding on Employer and the Executive. If the Employer Physician’s and theExecutive Physician’s findings do not agree with respect to Executive’s disability status, theEmployer Physician and the Executive Physician shall together designate a third physician to makethe determination with respect to Executive’s disability status and such determination shall bebinding on the Employer and the Executive. The date of the Executive’s Disability shall be thedate on which a Physician (whether Employer, Executive or third Physician) makes a final, bindingdetermination of Executive’s disability.
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          (b) By Employer . Employer may terminate the Executive’s employment under thisAgreement during the Employment Period for Cause or without Cause. “Cause” means:               (i) The Executive’s fraud, intentional misconduct, knowing violation of law, theft orembezzlement committed with respect to Employer, its Affiliates or customers;               (ii) the continued failure by the Executive to perform his duties as contemplated by thisAgreement (other than any such failure resulting from his Disability or any such actual oranticipated failure after the issuance by the Executive of a Notice of Termination for Good Reason)over a period of not less than ten (10) days; provided however, that Employer may terminate theExecutive’s employment for “cause” under this subdivision only if Employer has provided notice tothe Executive of his performance failures and such failures have not been cured by the Executivewithin ten (10) days of the receipt of notice by the Executive;               (iii) the willful or negligent misconduct of the Executive that is materially injurious toEmployer (including, without limitation, any breach by the Executive of Section 9 of thisAgreement), and, in the case of negligent misconduct, such misconduct is not cured by Executivewithin ten (10) days of the receipt of notice by the Executive from Employer;               (iv) the Executive’s conviction of a misdemeanor which directly causes material financial harmto Employer, which harm is not cured by the Executive within ten (10) days of the receipt of noticeby the Executive from the Employer of such harm;               (v) the Executive’s conviction of a felony (including a felony constituting a crime of moralturpitude);               (vi) Executive’s material breach of this Agreement causing material harm to Employer that isnot cured within ten (10) days of receipt of notice thereof (any breach by the Executive of Section11of this Agreement shall be deemed a material breach); provided that no “cure” shall be deemed tohave been effected unless both the breach and the harm have been cured;               (vii) the Executive’s breach of a fiduciary duty owed to Employer or its Affiliates; or               (viii) the Executive’s willful failure to carry out any material directive of Employer whichdoes not require unlawful action nor breach this Agreement.               (ix) Provided, however, that the Executive shall be limited to one cure during any twelve (12)month period for all descriptions of cause and only for those causes where a cure period ispermitted.          (c) A termination of Executive’s employment for Cause shall be effectuated by giving theExecutive written notice (“Notice of Termination for Cause”) of the termination, setting forth inreasonable detail the specific conduct that constitutes Cause and the specific provision(s) of thisAgreement on which Employer relies. The Executive shall have ten (10) days to remedy the conductset forth in the Notice of Termination for Cause. A termination of Executive’s employment forCause shall be effective on the tenth day following the date when the Notice of Termination forCause is given, unless the conduct set forth in the notice is remedied by the Executive within theten (10) day period; provided, however, that the Executive shall be able to cure such conduct onlyonce within a twelve (12) month period. A termination of Executive’s employment without Causeshall be effectuated by giving the Executive written notice of the termination, which termination shall be effective on the tenthday following the date when the Notice of Termination without Cause is given,
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          (d) By the Executive. The Executive may terminate employment under this Agreement forGood Reason or without Good Reason. “Good Reason” means:               (i) any reduction in the Executive’s base salary;               (ii) removal of the Executive from his position specified herein, except for “Cause” asdefined in paragraph (b) above;               (iii) any change in Executive’s reporting assignment such that he is no longer reporting toArcadia’s President/CEO, except such a change that is made by mutual agreement between theExecutive and Employer provided that Executive shall not unreasonably withhold his consent;               (iv) a material failure by Employer to comply with any provision of Sections 2 and 3 of thisAgreement, other than (i) a purely monetary failure with respect to an amount less than $5,000,(ii) a failure within Executive’s control or (iii) an isolated, insubstantial or inadvertentfailure that is not taken in bad faith and is remedied by Employer within ten (10) days afterreceipt of written notice thereof from the Executive;               (v) any action by Employer, except as required by law or applicable government regulations,which is specific to the Executive that would or does adversely affect Executive’s participation inbonus or incentive plans or the Other Benefits as described in Sections 3(b) and/or 3(c); and               (vi) any failure by Employer to obtain from any successor in interest thereto assent to theterms of this Agreement.          (e) A termination of employment by the Executive for Good Reason shall be effectuated bygiving Employer written notice (“Notice of Termination for Good Reason”) of the termination,setting forth in reasonable detail the specific conduct that constitutes Good Reason and thespecific provision(s) of this Agreement on which the Executive relies, provided that to beeffective the Notice of Termination for Good Reason must be given within thirty (30) days of theact or omission on which it is based. Employer shall have thirty (30) days to remedy the conductset forth in the Notice of Termination for Good Reason. A termination of employment by theExecutive for Good Reason shall be effective on the thirtieth day following the date when theNotice of Termination for Good Reason is given, unless the conduct set forth in the notice isremedied by Employer within the thirty (30) day period; provided, however, that Employer shall beable to cure such conduct only once within a twelve (12) month period.          (f) A termination of the Executive’s employment by the Executive without Good Reason shall beeffected by giving Employer at least thirty (30) days’ advance written notice of the termination.          (g) Date of Termination. The “Date of Termination” means the date of the Executive’sdeath, the date of the Executive’s Disability, the date the termination of the Executive’semployment under this Agreement by Employer for Cause or without Cause or by the Executive for GoodReason or without Good Reason, as the case may be, is effective. The Employment Period shall endon the Date of Termination.
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          (h) “Affiliate” of Employer means any person or entity directly or indirectly controlling,controlled by, or under common control with, Arcadia. For purposes of this definition, the terms“*Control*,” “*Controlling*,” and “*Controlled*” mean the right to elect a majority of the members or theboard of directors or other comparable body responsible for management and direction of a person orentity by contract, by virtue of share ownership or otherwise.     5. Obligations of Employer upon Termination.          (a) [intentionally omitted and left blank]          (b) Termination. If Employer terminates the Executive’s employment under thisAgreement (other than for Cause) or the Executive terminates employment under this Agreement forGood Reason (any such termination of employment being a “Section 5(b) Termination”) and providedthe Executive continues to abide by the provisions of Section 9 of this Agreement:               (i) the Executive shall be entitled to a continued payment for six months of the Executive’scurrent base salary (as in effect on the Date of Termination), payable in regular intervals, inaccordance with the regular payroll practices of Employer;               (ii) the Executive shall receive a pro rata portion of any bonus or incentive plan amount forthat portion of the year prior to the Date of Termination but only to the extent the Executive’sperformance measures are achieved at the end of the fiscal year. Pro rata bonuses shall be paidwithin sixty (60) days of the end of the fiscal year.               (iii) if after the Date of Termination the Executive elects to receive continuation coverageunder Employer’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Actof 1985 (“COBRA”), the Executive shall be entitled to reimbursement from the Employer for theCOBRA premium costs of medical, prescription, dental and vision coverage, if any, under Employer’sgroup health plans (as in effect from time to time) for the Executive and, to the extent permittedunder COBRA, the Executive’s spouse and eligible dependents, such reimbursement not to exceed theCOBRA rates for such coverage and, unless terminated sooner as described below, such reimbursementto continue for one year after the Date of Termination; provided, however, that the Executive shallbe required to submit to Employer reasonable evidence of payment by the Executive of any suchCOBRA premiums in order to obtain reimbursement from Employer and that the Executive may notsubmit any requests for reimbursement of such payments more than once per calendar month; provided,further, that Employer, in its sole discretion, may elect for the first two calendar months (orportions thereof) of the Severance Period, as applicable, to remit any such payments directly onbehalf of the Executive rather than requiring the Executive to remit such payments and seekreimbursement therefore from Employer; provided, further, that the obligations of Employer toreimburse any such payments shall terminate on the date of occurrence of the first to occur of anyof the following, if any of the following should occur prior to the end of the Severance Period:(i) the date of commencement of eligibility of the Executive under the group health plan of anyother employer or (ii) the date of commencement of eligibility of the Executive for Medicarebenefits under Title XVIII of the Social Security Act (“Medicare Benefits”); and provided, further,that the Executive nevertheless shall be entitled to elect COBRA continuation coverage withoutreimbursement under Employer’s group health plans at the applicable COBRA premium rates throughthe date that is 18 months after the Date of Termination or, if earlier, the date that theExecutive becomes covered under the group health plan of another employer or becomes eligible forMedicare Benefits, if the obligations of Employer to reimburse the Executive for COBRA premiumsfor continuation coverage under Employer’s group health plans should terminate prior to such date.Notwithstanding anything to the contrary set forth above, Employer, in its sole discretion, maydiscontinue any coverage contemplated hereunder in the event that such
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continuation is not permitted under or would adversely affect the tax status of the plan orplans of Employer pursuant to which the coverage is provided, in which case Employer shall makesupplemental severance payments to the Executive in monthly amounts equal to the amounts to whichthe Executive otherwise would have been entitled to reimbursement hereunder in respect of suchcoverage for the remainder of the period that Employer otherwise would have been obligated to makereimbursements hereunder to the Executive. Any amounts that are reimbursed to the Executive byEmployer or paid directly to the Executive as supplemental severance payments will be consideredtaxable income to the Executive and any taxes on such amounts will be the Executive’sresponsibility and subject to applicable tax withholding.               (iv) Employer shall also pay, or cause to be paid, to the Executive, in a lump sum in cashwithin thirty (30) days after the Date of Termination certain of Executive’s accrued but unpaidcash compensation (the “Accrued Obligations”), which shall include but not be limited to theExecutive’s base salary through the Date of Termination that has not yet been paid, any accrued butunpaid vacation pay, and similar unpaid items that have accrued and as to which the Executive hasbecome entitled as of the Date of Termination, including declared but unpaid bonuses andunreimbursed employee business expenses.          (c) Death or Disability. If the Executive’s employment is terminated by reason of theExecutive’s death or Disability during the Employment Period, Employer shall pay the AccruedObligations to the Executive or the Executive’s estate or legal representative, as applicable, in alump sum in cash within thirty (30) days after the Date of Termination. In addition, Employershall pay a pro-rata portion of the Executive’s bonus to Executive or his estate or legalrepresentative, determined and paid in the manner set forth in subparagraph 5(b)(ii) above. Prorata bonuses shall be paid within sixty (60) days of the end of the fiscal year for that portion ofthe year prior to the Date of Termination but only to the extent the Executive’s performancemeasures are achieved at the end of the fiscal year. In such event, Employer shall have nofurther obligations under this Agreement or otherwise to or with respect to the Executive otherthan for any entitlements under the terms of any other plans or programs of Employer in which theExecutive participated and under which the Executive has become entitled to a benefit.          (d) By Employer for Cause; By the Executive Other than for Good Reason. If theExecutive’s employment is terminated by Employer for Cause or the Executive voluntarily terminateshis employment other than for Good Reason, Employer shall pay the Executive, or shall cause theExecutive to be paid, the Executive’s base salary through the Date of Termination that has not beenpaid and the amount of any declared but unpaid bonuses, accrued but unpaid vacation pay, andunreimbursed employee business expenses, and Employer shall have no further obligations under thisAgreement or otherwise to or with respect to the Executive other than for any entitlements underthe terms of any other plans or programs of Employer in which the Executive participated and underwhich the Executive has become entitled to a benefit.     6. Tax Treatment. It is the intention of the parties that payments to be made to theExecutive whether under the terms of this Agreement or otherwise shall not constitute “excessparachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 (asamended from time to time) (the “Code) and any regulations thereunder. If the independentaccountants serving as auditors for Employer on the date of this Agreement (or any otherindependent certified public accounting firm designated by Employer ) determine that any payment ordistribution by Employer to or for the benefit of the Executive (whether paid or payable ordistributed or distributable pursuant to the terms of this Agreement or otherwise) would benondeductible by Employer under Section 280G of the Code (or any successor provision), then theamounts payable or distributable under this Agreement will be reduced to the maximum amount whichmay be paid or distributed without causing such payments or distributions to be nondeductible. Thedetermination shall take into account (a) whether the payments or distributions
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are “parachute payments” under Section 280G, (b) the amount of payments and distributionsunder this Agreement that constitute reasonable compensation, and (c) the present value of suchpayments and distributions determined in accordance with Treasury Regulations in effect from timeto time. The Executive shall have the right to designate which payments or distributions will bereduced.     7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit theExecutive’s continuing or future participation in any plan, program, policy or practice provided byEmployer for which the Executive may qualify. Vested benefits and other amounts that the Executiveis otherwise entitled to receive on or after the Date of Termination under any plan, policy,practice or program of, or any contract or agreement with, Employer shall be payable in accordancewith such plan, policy, practice, program, contract or agreement, as the case may be, except asexplicitly modified by this Agreement.     8. Mitigation. In no event shall the Executive be obligated to seek other employmentor take any other action by way of mitigation of the amounts payable to the Executive under any ofthe provisions of this Agreement. Notwithstanding this Section 8, the Executive shall continue tobe subject to all of the restrictions provided for in Section 9 of this Agreement during theSeverance Period.     9. Confidential Information; Non-solicitation; Non-competition; Conflict of Interest.          (a) The Executive agrees and acknowledges that by reason of his employment by and service toEmployer, he will have access to, become exposed to and/or become knowledgeable about confidentialinformation of Employer and its Affiliates (the “Confidential Information”) from time to timeduring the Employment Period, including, without limitation, proposals, plans, inventions,practices, systems, programs, processes, methods, techniques, research, records, supplier sources,customer lists and other forms of business information that are not known to Employer’scompetitors, are not recognized as being encompassed within standard business or managementpractices and/or are kept secret and confidential by Employer or its Affiliates. Executive agreesthat at no time during or after the Employment Period will he disclose or use the ConfidentialInformation except as may be required in the prudent course of business for the benefit of Employeror its Affiliates, or as may be required by law or in a legal proceeding.          (b) The Executive acknowledges that Employer’s business plan is to engage in businessthroughout the United States. During the Executive’s employment by Employer and for the durationof the Restricted Period (defined below), the Executive agrees that he will not, unless acting withthe prior written consent of Employer, directly or indirectly, own, manage, control, or participatein the ownership, management or control of, be financially interested in, or be employed or engagedby, or otherwise affiliated or associated with, as an officer, director, employee, consultant,independent contractor or otherwise, any other corporation, partnership, proprietorship, firm,association or other business entity, which is engaged in the management, ownership or operation ofany business that, as of the Date of Termination, is engaged in by Employer or its Affiliates inthe United States, has been reviewed by or with Arcadia’s senior management or the Board ofDirectors of Arcadia for development to be owned or managed by Employer or its Affiliates, withinnine (9) months of the Date of Termination, and/or has been divested by Employer or its Affiliatesbut as to which Employer or its Affiliates have an obligation to refrain from involvement for solong as such restriction applies to Employer; provided, however, that the ownership of not morethan 5% of the equity of a publicly traded entity shall not be deemed to be a violation of thisparagraph; and further provided that Executive’s direct or indirect ownership, management orcontrol of, or financial interest in, BestCare shall not be deemed to be a violation of thisparagraph, contingent on Executive acting in compliance with his obligations specified in thisAgreement and BestCare acting in compliance with its obligations specified in an Agreement for Appointment of Arcadia Health Services, Inc. Representative dated August 13, 2006, as existsnow or may hereafter be amended or superseded.
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          (c) The Executive also agrees that he will not, directly or indirectly, during the RestrictedPeriod induce any person who is an employee, officer, director, or agent of Employer or itsAffiliates, to terminate such relationship, or employ, assist in employing or otherwise beassociated in business with any present or former employee or officer of Employer or itsAffiliates, including without limitation those who commence such positions with Employer or itsAffiliates after the Date of Termination.          (d) During the Restricted Period, the Executive shall not attempt in any manner to contact orsolicit any individual, firm, corporation or other entity (i) that is or has been, a customer,supplier or vendor of Employer or its Affiliates at any time during the Restricted Period, (ii) towhich a proposal has been made by Employer or its Affiliates during the Restricted Period or (iii)to which Employer or its Affiliates has made a proposal during the nine (9) months preceding theDate of Termination, for the purpose of implementing or providing services or products similar tothe services and products provided by Employer or its Affiliates at the Date of Termination. Inaddition, during the Restricted Period, the Executive shall not persuade or attempt to persuade anycustomer, supplier, vendor, licensor or other entity or individual doing business with Employer orits Affiliates to discontinue or reduce its business with Employer or its Affiliates or otherwiseinterfere in any way with the business relationships and activities of Employer.          (e) The Executive acknowledges and agrees that the restrictions contained in this Section 9are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwilland business of Employer and its Affiliates, that Employer would not have entered into thisAgreement in the absence of such restrictions and that irreparable injury will be suffered byEmployer and its Affiliates should the Executive breach the provisions of this Section. TheExecutive represents and acknowledges that (i) the Executive has been advised by Employer toconsult the Executive’s own legal counsel in respect of this Agreement, (ii) the Executive hasconsulted with and been advised by his own counsel in respect of this Agreement, and (iii) theExecutive has had full opportunity, prior to execution of this Agreement, to review thoroughly thisAgreement with the Executive’s counsel.          (f) The Executive further acknowledges and agrees that a breach of the restrictions in thisSection 9 may not be adequately compensated by monetary damages. The Executive agrees that actualdamage may be difficult to ascertain and that, in the event of any such breach, Employer may beentitled to injunctive relief in addition to such other legal or equitable remedies as may beavailable to Employer. In the event that the provisions of this Section 9 should ever beadjudicated to exceed the limitations permitted by applicable law in any jurisdiction, it is theintention of the parties that the provision shall be amended such that those provisions are madeconsistent with the maximum limitations permitted by applicable law, that such amendment shallapply only within the jurisdiction of the court that made such adjudication and that thoseprovisions otherwise be enforced to the maximum extent permitted by law.          (g) [intentionally omitted and left blank]          (h) For purposes of this Section 9, the term “Restricted Period” following the Date ofTermination means a period of one (1) year following the Date of Termination, irrespective ofwhether Employer terminates the Executive’s employment with or without Cause, or if the Executiveresigns or terminates his employment with Good Reason, or if employment terminates due to death ordisability.
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          (i) All Confidential Information; all innovations, inventions and discoveries of Employer; andall correspondence, files, documents, advertising, sales, manufacturers’ and other materials orarticles or other information of any kind, in any media, form or format, whether or not deemedconfidential, shall be and remain the sole property of Employer (“Employer Property”). Upontermination or at Employer’s request, whichever is earlier, Executive shall immediately deliver toEmployer all such Employer Property.          (j) If, contrary to the effort and intent of the parties, any covenant or other obligationcontained in this Section 9 shall be found not to be reasonably necessary for the protection of, tobe unreasonable as to duration, scope or nature of restrictions, or to impose an undue hardship onExecutive, then it is the desire of the parties that such covenant or obligation not be renderedinvalid thereby, but rather that the duration, scope or nature of the restrictions be deemedreduced or modified, with retroactive effect, to render such covenant or obligation reasonable,valid and enforceable. The parties further agree that in the event a court, despite the effortsand intent of the parties, declares any portion of the covenants or obligations in this Section 9invalid, the remaining provisions of this Section 9 shall nonetheless remain valid and enforceable.          (k) Employer acknowledges that Executive is a member/owner, director and President ofBestCare. Employer, BestCare and Executive are parties to an Agreement for the Appointment ofRepresentative, dated as of August 13, 2006 (the “Representative Agreement”). Executive’sresponsibilities to Employer include managing Employer’s staffing businesses, including the travelnurse and allied health professional staffing business and relationship with BestCare. Employerbelieves it is in its best interest for Executive to retain his positions with BestCare to ensurethe purposes and intent of the Representative Agreement are fulfilled. As soon as practicableafter the Employment Date, but not later than October 31, 2007, Employer and Executive agree thatExecutive will complete the transition into his full-time position with Employer (and until thenmaintain part-time status with, and on terms acceptable to, Employer) and will cause BestCare todesignate a person reasonably satisfactory to Employer to manage the day-to-day business ofBestCare. Executive agrees he will receive no annual salary or other employment-relatedcompensation from BestCare. Promptly following the execution of this Agreement, Employer’sPresident and CEO (or his designee) and Executive agree to develop a mutually acceptable protocol,subject to the approval of the Audit Committee of Employer’s Board of Directors, prescribingthe process to identify and resolve any conflicts of interest which arise during the EmploymentPeriod. Employer and Executive each agree to comply with such protocol as approved by the AuditCommittee and as may thereafter be amended or superseded by written agreement of Employer andExecutive (who shall not unreasonably withhold his approval) with the approval of the AuditCommittee. Any termination of the term of the Representative Agreement will be governed by itsterms and not by the terms of this Agreement.     10. Governing Law and Arbitration. This Agreement and all disputes arising out ofExecutive’s employment hereunder shall be governed by and construed in accordance with the laws ofthe State of Indiana without reference to principles of conflict of laws, notwithstanding thatEmployer and Executive are or may hereafter become domiciled or located in a different state. Anydispute, controversy or claim arising out of or relating to this Agreement or Executive’semployment, whether arising in contract, tort or otherwise, including all claims assertable underany federal or state law prohibiting discrimination in employment, shall be resolved at arbitrationin accordance with the rules of the American Arbitration Association, except for any equitable orinjunctive relief sought by Employer under this Agreement. The arbitration shall be held at alocation within Marion County, Indiana. The parties hereto agree that any arbitration awardrendered on any claim submitted to arbitration shall be final and binding upon the parties, andthat judgment may be entered upon any arbitration award by any court of competent jurisdiction.The parties hereto agree that the expenses of any arbitration shall be borne equally by the partiesto the proceeding, except that the party determined to have prevailed in any
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arbitration or civil action shall be awarded its reasonable attorneys fees and costs of itsown experts, evidence and the like. The parties hereto acknowledge and agree that by making thisagreement to submit all claims to binding arbitration, they are waiving the right to litigate in acourt of law, and to trial by jury if applicable, all claims, including all claims assertable underany federal or state law prohibiting discrimination in employment.     11. Successors.          (a) This Agreement is personal to the Executive and, without the prior written consent ofEmployer, shall not be assignable by the Executive otherwise than by will or the laws of descentand distribution. This Agreement shall inure to the benefit of and be enforceable by theExecutive’s legal representatives.          (b) This Agreement shall inure to the benefit of and be binding upon the Employer and itssuccessors and assigns.          (c) The Employer shall require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of theEmployer expressly to assume and agree to perform this Agreement in the same manner and to the sameextent that the Employer would have been required to perform it if no such succession had takenplace. As used in this Agreement, “Employer” shall mean both Arcadia as defined above and any suchsuccessor that assumes and agrees to perform this Agreement, by operation of law or otherwise.     12. Miscellaneous.          (a) The captions of this Agreement are not part of the provisions hereof and shall have noforce or effect. This Agreement may not be amended or modified except by a written agreementexecuted by the parties hereto or their respective successors and legal representatives. ThisAgreement supersedes all prior agreements between Employer and Executive with respect to itssubject matter and constitutes (along with any documents referred to in this Agreement) a completeand exclusive statement of the terms of the Agreement between Employer and Executive with respectto its subject matter.          (b) All notices and other communications under this Agreement shall be in writing and shall begiven by hand to the other party or by registered or certified mail, return receipt requested,postage prepaid, or by facsimile or overnight courier, addressed as follows:If to the Executive:Steven L. Zeller