**EXHIBIT 10.2****LYNN FETTERMAN INC. PROJECT AGREEMENT**Arcadia Resources , Inc. (the “Company”) agrees to engage Lynn Fetterman Inc. (Consultant) tofurnish the services of a Chief Financial Officer (Principal Financial and Accounting Officer),Secretary and Treasurer (collectively the “Services”), on an interim basis, according to thefollowing terms:**I.** **Project Services; Fees** A. Consultant will furnish the Services through Lynn Fetterman during the courseof this engagement, beginning on Feb 1, 2007 and endingMarch 31, 2007 or 30 business day(s) aftera permanent CFO begins employment, whichever is later, on a full time basis whichshall be understood to mean up to and possibly exceeding 40 hours per week, unless theengagement is terminated sooner as provided herein. Although Mr. Fetterman will beginfurnishing services to the Company effective February 1, 2007, Mr. Fetterman’sappointment by the Board of Directors to the Interim Officer positions will beeffective February 9, 2007 and he will continue in the Interim Officer positions untila permanent CFO begins employment subject to his sooner resignation or removal fromoffice, unless the term of this agreement is sooner terminated as provided for herein.The Company will pay the Consultant at the rate of $ 90.00 per hour (“Project Fees”).A $7,000 retainer fee will be paid upon signing this Agreement. Upon conclusion ofthe engagement, the retainer will either be returned to the Company upon payment infull of all of your outstanding invoices or applied to any outstanding invoice withany balance remaining to be returned to the Company. No Company employeecompensation, employee fringe benefits, worker’s compensation coverage, bonuses orother amounts are or will be payable to Consultant or Mr. Fetterman, except that theCompany will use reasonable efforts to obtain coverage for Mr. Fetterman under itsexisting director’s and officer’s insurance coverage, with the same scope and limitsof coverage as made available to the Company’s other officers and directors.**II.** **Payment;** A. The Company will pay all amounts owed to consultant on a weekly basis . TheCompany will promptly reimburse consultant for reasonable travel and out-of-pocketbusiness expenses. All reimbursements of expenses will occur as project fees arepaid.  B. Consultant shall be entitled to receive all reasonable costs and expensesincidental to the collection of overdue amounts under this agreement, including butnot limited to attorneys’ fees actually incurred.**III.** **Personnel; Relationship of the Parties** A. The parties agree that Consultant will be serving the Company as anindependent contractor for all purposes and not as employee with the Company.Consultant therefore will have control over the order and sequence of project work andthe specific hours worked, will have the opportunity for entrepreneurial profit, andwill not be subject to Company withholding of income or employment taxes.  B. The Company acknowledges that consultant’s success in performing the servicesdepends on the participation, cooperation, and support of the Company’s most seniormanagement.  C. Consultant agrees that Lynn Fetterman shall sign, file and deliver alldocuments on behalf of the Company as would fall within the customary scope of dutiesof a Chief Financial Officer (Principal Financial and Accounting Officer), Secretaryand Treasurer, including but not limited to federal or state securities filings, taxfilings, representations and warranties on behalf of the Company, loan and otherdocuments.
 

 
 D. Consultant agrees that it and Lynn Fetterman shall comply with all Companypolicies and procedures in effect from time to time applicable to executive officers,including prohibitions on insider trading, in addition to all applicable laws, rulesand regulations  E. Mr. Fetterman will report directly to the Company’s Chairman and CEO, exceptas otherwise determined by the Company’s Board of Directors. He will devote 100% ofhis business time and attention to duties as the interim CFO.  F. During the engagement, Mr. Fetterman shall perform the duties of a ChiefFinancial Officer of a public company, together with such duties as may be designatedby the Company’s Board of Director or Chief Executive Officer from time to time. Suchduties to be performed shall include, but not be limited to, the oversight of thepreparation of, and the execution of, the Company’s 10-Q for the fiscal quarter endingDecember 31, 2006 to the extent not completed by the outgoing CFO, Form 10-K for thefiscal year ending March 31, 2007, all amendments to these or other existing orsubsequent filing and other related filings and certifications required in connectiontherewith or otherwise required pursuant to the United States securities laws,including existing, pending and subsequent securities registration statements, 8-Kfilings, amendments to such filings and the like. Consultant acknowledges and agreesthat the execution of these documents is an integral part of the responsibilitieshereunder and that Mr. Fetterman shall agree to execute such documents, assuming thatthey are as usually prepared in the normal course of business and appropriate in form,regardless of whether or not the Company has hired a permanent CFO prior to the filingof such documents, it being acknowledged that it is the intention of the Company tohire a permanent CFO as soon as reasonably possible but that such successor may not beformally designated as the CFO until after the time that such forms are required to befiled. Mr. Fetterman will not required to execute a document or certificationreferred to in the preceding sentence if he determines, in his reasonable professionaljudgment, that the provisions thereof are inaccurate, provided that in such event heshall immediately advise the Company’s Chief Executive Officer of the reason for thedetermination. If the Company is able to cure such a defect, Mr. Fetterman willexecute the disputed document. G. To the fullest extent permitted by law, the Company agrees to indemnify, holdharmless and defend Consultant and Mr. Fetterman against any and all losses, claims,damages, liabilities, penalties, judgments, awards, amounts paid in settlement,reasonable out-of-pocket costs, fees, expenses and disbursements including, withoutlimitation, reasonable attorney fees, directly or indirectly caused by, relating to,based upon or arising out of or in connection with the engagement or the Servicesrendered pursuant to the engagement, provided that the Company will not be responsibleof the payment of indemnification amounts hereunder (and any indemnified person shallreimburse the Company for indemnification amounts already paid) that are determined bya final judgment of a Court of competent jurisdiction to have resulted from anyindemnified person’s bad faith, self- dealing, gross negligence or willful misconduct.  H. Consultant is not aware of any conflicts of interests or relationships thatwould preclude it from furnishing the services to the Company.**IV.** **Early Termination** A. Effective upon 30 days’ advance written notice, either party may terminatethis agreement without cause, such termination to be effective on the date specifiedin the notice, provided that such date is no earlier than 30 days from the date ofdelivery of the notice, unless the parties agree in writing to a different terminationdate as the parties intend to do so upon the Company hiring a permanent replacementCFO.  B. Either party may terminate this agreement immediately for cause including abreach of this Agreement.
 

 
**V.** **Standard Disclaimers & Limitations of Liability** A. The Company agrees that reports, projections, or forecasts may be preparedonly at the Company’s direction and will reflect the Company’s own judgment.Consultant makes no representation or warranty as to the accuracy or reliability ofreports, projections, or forecasts derived from use of the information it provides,and consultant will not be liable for any claims of reliance on such reports,projections, forecasts, or information, which are subject to indemnificationhereunder. To the extent a claim or other matter is subject to indemnificationhereunder, Consultant will not be liable for any non-compliance by the Company ofreports, projections, forecasts, or information or services with federal, state, orlocal laws or regulations.  B. Consultant will not be liable in any event for incidental, consequential,punitive, or special damages, including without limitation, any interruption ofbusiness or loss of business, profit, or goodwill.**VI.** **Miscellaneous Provisions** A. The provisions concerning payment of the Project Fees, limitation ofliability, confidentiality, and arbitration will survive the expiration or anytermination of this agreement.  B. Neither the Company nor consultant will be deemed to have waived any rightsor remedies accruing under this agreement unless such waiver is in writing and signedby the party electing to waive the right or remedy.  C. The terms of this agreement are severable, and they may not be amended exceptin writing signed by consultant. If any portion of this agreement is found to beunenforceable, the rest of the agreement will be enforceable except to the extent thatthe severed provision deprives either party of a substantial portion of its bargain.  D. This agreement contains the entire agreement between consultant, supersedingany prior oral or written statements or agreements. This agreement shall be construedunder the laws of the State of Florida.  E. Each person signing below is authorized to sign on behalf of the partyindicated, and in each case such signature is the only one necessary.**VIII Confidentiality**          Consultant agrees that it will maintain in confidence and not disclose to anyone any materialnon-public information about or concerning the Company acquired during this engagement, and not usethat information except for purposes of this engagement, including without limiting the generalityof the foregoing, any customer lists, supplier information, marketing plans, pricing information,employee information or organization charts, or financial information. All company informationshall be returned to the Company at the termination of engagement.     **John Elliott, Chairman and CEOArcadia Resources, Inc** **Lynn Fetterman Inc.**       /s/ John E. Elliott, II /s/ Lynn Fetterman   Signature  Signature  John E. Elliott, II Chairman and CEO Lynn Fetterman, President       Name and Title Name and Title  January 31, 2007 January 31, 2007       Date signed Date signed  **Agreed to by Lynn Fetterman as to those obligations to which he is subject:**   /s/ Lynn Fetterman   Lynn Fetterman