AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
AND WAIVER
  RECITALS
       Revolving Credit Commitment Amount shall mean Eleven Million Dollars
($11,000,000).
 Revolving Credit Maturity Date shall mean April 1, 2012.




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2.7 In addition to direct Advances under the Revolving Credit Note to be provided to Companies by
Bank under and pursuant to Section 2.1 of this Agreement, Bank further agrees to issue, or commit
to issue, from time to time, standby letters of credit for the account of Companies (herein
individually called a Letter of Credit and collectively Letters of Credit) in aggregate undrawn
amounts not to exceed Five Hundred Thousand Dollars ($500,000) at any
one time outstanding; provided, however that the sum of the aggregate amount of Advances outstanding under the Revolving
Credit Note plus the Letter of Credit Reserve shall not, at any time, exceed the lesser of (i) the
Revolving Credit Commitment Amount or (ii) the borrowing formula set forth in the Advance Formula
Agreement, and Companies shall immediately make all payments necessary to comply with this
provision; and provided further, that no Letter of Credit shall, by its terms, have an expiration
date which is more than twelve (12) months after issuance or which extends beyond the Revolving
Credit Maturity Date. In addition to the terms and conditions of this Agreement, the issuance of
any Letters of Credit also shall be subject to the terms and conditions of any letter of credit
applications and agreements executed and delivered by Companies unto Bank with respect thereto.
Companies shall pay to Bank annually in advance with respect to each Letter of Credit, a fee equal
to the greater of (i) 1.75% per annum of the amount of each Letter of Credit or (ii) $600. In
addition, with respect to each Letter of Credit, Companies shall pay Bank an issuance fee of $150,
Banks customary amendment and draw fees, and Banks other customary letter of credit fees and
charges.
  (c) as soon as available and in any event within 45 days after and as of the end of each fiscal
quarter of Arcadia Resources, Inc., the balance sheet and statements of profit and loss and surplus
of Arcadia Resources, Inc. and its Consolidated Subsidiaries duly certified (subject to year-end
audit adjustments) by the chief financial officer of Arcadia Resources, Inc. as having been
prepared in accordance with the GAAP consistent with those applied by Arcadia in the preparation of
the financial statements referred to in Section 4.6;
  5.6 Furnish to the Bank concurrently with the delivery of each of the financial statements
required by Section 5. 1(b) (but only for the months of June, September, December and March of each
fiscal year) and (d) hereof, a statement in the form of Exhibit A annexed hereto prepared and
certified by the chief financial officer of Arcadia (or in his absence, a responsible senior
officer of Arcadia) (a) setting forth all computations necessary to show compliance by Companies
with the financial covenants contained in Sections 5.11 and 5.12 of this Agreement as of the date
of such financial statements, (b) stating that as of the date thereof, no condition or event which
constitutes an event of default or which with the running of time and/or the giving of notice would
constitute an event of default has occurred and is continuing, or if any such event or condition
has occurred and is continuing or exists, specifying in detail the nature and
period of existence thereof and any action taken with respect thereto taken or contemplated to be
taken by Companies and (c) stating that the signer has personally reviewed this Agreement and that
such certificate is based on an examination sufficient to assure that such certificate is
accurate.
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5.11 Maintain as of the end of each fiscal quarter of Arcadia, commencing with the fiscal quarter
ending December 31, 2010, Tangible Effective Net Worth of not less than the following as of the
dates set forth below:
 December 31, 2010
    
    $
    750,000March 31, 2011
    
    $
    850,000June 30, 2011
    
    $
    950,000September 30, 2011
    
    $
    1,050,000December 31, 2011
    
    $
    1,150,000March 31, 2012 and the last day
of each fiscal quarter thereafter
    
    $
    1,250,000
    
  5.16 Cause Arcadia to maintain Subordinated Debt owing to Arcadia Resources, Inc. and/or
additional paid in capital of Arcadia (as reflected as a line item on Arcadias financial
statements) of not less than $9,150,000 in the aggregate at all times. Nothing set forth in
this Section 5.16 shall constitute Banks consent to the payment of any Subordinated Debt.
  6.9 Declare or pay any dividends or make any other distribution upon its shares of capital
stock except (i) dividends payable in the capital stock of Companies, (ii) dividends by a
Subsidiary of a Company to such Company and (iii) so long as Arcadia is a pass-through
entity for purposes of taxation under the Internal Revenue Code of 1986, as amended,
dividends and distributions by Arcadia to its shareholders which do not exceed in any
fiscal year of Arcadia the income tax liability of Arcadias shareholders attributable to
income of Arcadia (based on the highest marginal rate of state and federal taxes applicable
to any member or shareholder of Arcadia).
  (a)
    
    counterpart originals of this Amendment and Waiver, in each case duly executed and
delivered by each Company;
 (b)
    
    counterpart originals of the Amendment to Revolving Credit Note, in each case duly
executed and delivered by each Company;
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(c)
    
    the Amendment to Security Agreement duly executed and delivered by Arcadia;(d)
    
    a non-refundable amendment fee in the amount of $27,500, which may be debited
by Bank from any of the Companies accounts at Bank; and(e)
    
    such other documents, and completion of such other matters, as Bank may
reasonably deem necessary or appropriate.
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COMERICA BANK
    
    
    
    ARCADIA SERVICES, INC.By:
    
    /s/ Jeffrey S. Pitts
    
    
    
    By:
    
    /s/ Matthew MiddendorfIts:
    
    Vice President
    
    
    
    Its:
    
    TreasurerGRAYROSE, INC.By:
    
    /s/ Matthew MiddendorfIts:
    
    TreasurerARCADIA HEALTH SERVICES OF MICHIGAN, INC.By:
    
    /s/ Matthew MiddendorfIts:
    
    TreasurerARCADIA EMPLOYEE SERVICES, INC.By:
    
    /s/ Matthew MiddendorfIts:
    
    TreasurerARCADIA HEALTH SERVICES, INC.By:
    
    /s/ Matthew MiddendorfIts:
    
    Treasurer
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