<PAGE>
                                                                     EXHIBIT 4.2

                   PRIVATE STOCK PURCHASE AGREEMENT SICAV TWO

      PRIVATE STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of the effective date designated below (the "Effective Date"), between,
Arcadia Resources, Inc., a Nevada corporation (the "Seller" or the "Company"),
and Mercatus & Partners, LP (the "Purchaser").

      WHEREAS, subject to the terms and conditions set forth in this Agreement,
the Seller desires to sell, and the Purchaser desires to purchase from the
Seller, One Million One Hundred Eleven Thousand Eight Hundred Thirty (1,111,111)
shares of the Company's common stock, U.S. $0.001 par value per share, for a
purchase price of U.S. $2.25 per share (the "Acquired Shares"). This Agreement
is binding under the conditions and timing set below, in particular the timing
of payment for the Acquired Shares is set forth in Appendix A. In particular,
the Company agrees to include the Acquired Shares by way of a pre-effective
amendment to a resale registration statement which the Company shall file with
the Securities and Exchange Commission. The Company shall do all acts to
complete the registration of the Acquired Shares in conformity with this
Agreement.

                                   ARTICLE I
                                PURCHASE AND SALE

      The Purchaser hereby agrees to purchase all of the Acquired Shares for a
purchase price of Two Million Four Hundred Ninety-Nine Thousand Nine Hundred
Ninety-Nine and 75/1000 (U.S. $2,499,999.75) U.S. Dollars in total (the
"Purchase Price"). The Purchase Price is to be paid in the manner set forth in
this Agreement and Appendix A attached hereto.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

      2.1 SELLER'S ACKNOWLEDGEMENT. This Agreement is made for purchase and
placement of the Acquired Shares into a European bank SICAV fund. This Agreement
is made with the express provision that the shares will be deposited in the fund
in a secured manner for asset valuation of the fund, and then the Seller will be
paid after that valuation by the Purchaser from the received monies from the
receipt of the SICAV shares which the Purchaser receives for the Acquired Shares
and shares of other companies which make the total asset base deposited into the
SICAV. This is not an immediate funding, and the Seller recognizes the time
lines set forth in this Agreement for deposit, valuation and payment of the
Purchase Price through the intermediary depository bank and intermediary
Purchaser, once the valuation and repurchase of the Acquired Shares is made.
This is not a fully escrowed exchange with no escrow agent, and is dependent
upon valuation and deposit before funding occurs; however, if the funding does
not occur within the time frames set forth in Section 3.14 of this Agreement,
Purchaser shall cause the depositing bank administrator to promptly return the
Acquired Shares to the Seller. The Seller shall have the ability to contact the
depositing bank administrator for verification of share status, location and
control at each step of the process. While the Purchaser expects the ability to
pay the Purchase Price within fifteen (15)

                                  Page 1 of 16
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to twenty (20) days from the date of this Agreement, the Purchaser reserves the
right to pay the Purchase Price within thirty (30) days of this Agreement. The
particular expected time line and transaction sequence is set forth in Appendix
A of this Agreement.

      2.2 REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE SELLER. The Seller
hereby makes the following representations and warranties to the Purchaser as of
the Effective Date:

            (a) VALIDITY AND STATUS OF THE ACQUIRED SHARES. Upon payment of the
      Purchase Price, the Acquired Shares have been duly and validly issued.

            (b) NO CONFLICTS. The execution, delivery and performance of this
      Agreement by the Seller will not (i) be subject to obtaining any consents
      except, conflict with, or constitute a default (or an event which with
      notice or lapse of time or both would become a default) under, or give to
      others any rights of termination, amendment, acceleration or cancellation
      of, any agreement, indenture or instrument to which the Seller is a party,
      or (ii) conflict with or violate any provision of the Seller's certificate
      or articles of incorporation, bylaws or other organizational or charter
      documents.

            (c) LITIGATION; PROCEEDINGS. There is no action, suit, notice of
      violation, proceeding or investigation pending or, to the best knowledge
      of the Seller, threatened against or affecting the Seller before or by any
      court, governmental or administrative agency or regulatory authority (US.
      federal, state, county, or local) which (i) relates to or challenges the
      legality, validity or enforceability of this Agreement, or the Acquired
      Shares, (ii) or could, individually or in the aggregate, materially impair
      the ability of the Seller to perform fully on a timely basis its
      obligations under this Agreement.

            (d) PLACEMENT AGENT. The Seller acknowledges Purchaser's
      representation that Artemis Capital Group, LLC ("Artemis") is acting for
      the Purchaser and does not regard any person other than the Purchaser as
      its customer in relation to this Agreement. Seller represents that Artemis
      has not made any recommendation to the Seller, in relation to this
      Agreement and is not advising the Seller, with regard to the suitability
      or merits of the transaction and in particular Artemis has no duties or
      responsibilities to the Seller for the best execution of the transaction
      contemplated by this Agreement.

      The Purchaser acknowledges and agrees that the Seller makes no
representation, warranty or covenant with respect to the transactions
contemplated hereby other than those specifically set forth in Section 2.1
hereof.

      2.3 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser and
each transferee or other holder of the Acquired Shares hereby represent, warrant
and covenant to the Seller each of the following as of the Effective Date and
continuing thereafter:

            (a) ORGANIZATION; AUTHORITY; ENFORCEABILITY. Purchaser is an entity
      duly organized, validly existing and in good standing under the laws of
      the jurisdiction of its organization with full power and authority to
      enter into and to consummate the transactions contemplated hereby and
      otherwise to carry out its obligations hereunder. The execution, delivery
      and performance by Purchaser of the transactions contemplated by this
      Agreement has been duly authorized by all necessary corporate or similar
      action

                                  Page 2 of 16
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      on the part of Purchaser. This Agreement and any related transaction
      documents have been duly executed by Purchaser, and when delivered by
      Purchaser in accordance with the terms hereof, will constitute the valid
      and legally binding obligation of Purchaser, enforceable against it in
      accordance with its terms, subject to laws of general application relating
      to bankruptcy, insolvency, reorganization, moratorium or other similar
      laws affecting creditors' rights generally and rules of law governing
      specific performance, injunctive relief, or other equitable remedies.

            (b) NO CONFLICTS. The execution, delivery and performance of this
      Agreement by Purchaser, and Purchaser's consummation of the transactions
      contemplated hereby, will not result in a violation of the organizational
      documents of Purchaser, or result in a violation of any statute, law,
      rule, regulation, writ, injunction, order, judgment or decree applicable
      to Purchaser. Purchaser is not required to obtain any consent,
      authorization or order of, or make any filing or registration with, any
      court or governmental or regulatory or self-regulatory agency in order for
      it to execute, deliver or perform any of its obligations under or
      contemplated by this Agreement in accordance with the terms hereof.

            (c) GENERAL SOLICITATION. Purchaser is not purchasing the Acquired
      Shares as a result of any advertisement, article, notice or other
      communication regarding the Acquired Shares published in any newspaper,
      magazine or similar media or broadcast over television or radio or
      presented at any seminar or any other general solicitation or general
      advertisement. Purchaser did not receive or review any advertisement,
      article, notice or other communication published in a newspaper or
      magazine or similar media or broadcast over television or radio, whether
      closed circuit or generally available, or attend any seminar meeting or
      industry investor conference whose attendees were invited by any general
      solicitation or general advertising.

            (d) INVESTMENT; NO PUBLIC DISTRIBUTION. Except to the extant that
      Purchaser is acquiring the Acquired Shares for placement in a European
      SICAV fund (the "SICAV Fund"), the Acquired Shares are being purchased by
      Purchaser for its own account, for investment purposes only, not for the
      account of any other person, and not with a view to distribution,
      assignment or resale to others in whole or in part. Except as to a SICAV
      Fund, Purchaser has no present intention of selling, granting any
      participation in, or otherwise distributing the Acquired Shares, and shall
      not sell, transfer or otherwise distribute any of the Acquired Shares
      except in compliance with federal and applicable state laws and
      regulations promulgated thereunder. Except as to a SICAV Fund, Purchaser
      does not have any contract, undertaking, agreement or arrangement with any
      person to sell, transfer, pledge, hypothecate, grant any option to
      purchase or otherwise dispose of any of the Acquired Shares. Nothing
      herein shall prevent the distribution of any Acquired Shares to a SICAV
      Fund or any subsidiary, member, partner, stockholder, affiliate or former
      member, partner, stockholder or affiliate of Purchaser in compliance with
      federal and applicable state laws and the terms and conditions of this
      Agreement.

            (e) OFFSHORE TRANSACTION. Purchaser is a resident of or domiciled in
      the United Kingdom. Neither Purchaser nor SICAV Fund are "U.S. Persons"
      within the meaning of U.S. Securities and Exchange Commission Securities
      Act Rule ("Rule")

                                  Page 3 of 16
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      902(k). No offer or sale was made relative to the Acquired Shares in the
      United States within the meaning of Rule 902(h)(i). At all relevant times,
      Purchaser and SICAV Fund are outside the United States within the meaning
      of Rule 902(h)(ii)(A). Within the meaning of Rule 903(b)(3):

            (i) The offer or sale, if made prior to the expiration of a one-year
            distribution compliance period, is not made to a U.S. person or for
            the account or benefit of a U.S. person (other than a distributor);
            and

            (ii) The offer or sale, if made prior to the expiration of a
            one-year distribution compliance period, is made pursuant to the
            following conditions:

            (aa)  Purchaser hereby certifies that it is not acquiring the
                  Acquired Shares for the account or benefit of any U.S. person
                  or is a U.S. person who purchased securities in a transaction
                  that did not require registration under the U.S Securities Act
                  of 1933 (the "Act");

            (bb)  Purchaser agrees to resell the Acquired Shares only in
                  accordance with the provisions of this Regulation S (Rule 901
                  through Rule 905, and Preliminary Notes), pursuant to
                  registration under the Act, or pursuant to an available
                  exemption from registration; and agrees not to engage in
                  hedging transactions with regard to such securities unless in
                  compliance with the Act;

            (cc)  The common stock certificate evidencing the Acquired Shares
                  shall contain the legend required herein to the effect that
                  transfer is prohibited except in accordance with the
                  provisions of this Regulation S (Rule 901 through Rule 905,
                  and Preliminary Notes), pursuant to registration under the
                  Act, or pursuant to an available exemption from registration;
                  and that hedging transactions involving such securities may
                  not be conducted unless in compliance with the Act;

            (dd)  The Company is required by this Agreement to refuse to
                  register any transfer of the Acquired Shares not made in
                  accordance with the provisions of this Regulation S (Rule 901
                  through Rule 905, and Preliminary Notes), pursuant to
                  registration under the Act, or pursuant to an available
                  exemption from registration; provided, however, that if
                  foreign law prevents the Company from refusing to register
                  securities transfers, other reasonable procedures (such as a
                  legend described in paragraph (b)(3)(iii)(B)(3) of Rule 903)
                  shall be implemented to prevent any transfer of the securities
                  not made in accordance with the provisions of this Regulation
                  S; and

            (ee)  Each distributor selling the Acquired Securities to a
                  distributor, a dealer (as defined in section 2(a)(12) of the
                  Act), or a person receiving a selling concession, fee or other
                  remuneration, prior to the expiration of a one-year
                  distribution compliance period, sends a confirmation or other
                  notice to the

                                  Page 4 of 16
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                  purchaser stating that the purchaser is subject to the same
                  restrictions on offers and sales that apply to a distributor.

            (f) RELIANCE ON EXEMPTIONS. Purchaser acknowledges that the Acquired
      Shares are being offered and sold to it by Seller in reliance on specific
      exemptions from the registration requirements of United States federal and
      applicable state laws, including but not limited to the provisions of
      Regulation S governing offers and sales made outside the United States
      without registration under the U.S. Securities Act of 1933. The Company is
      relying on the truth and accuracy of, and Purchaser's compliance with, the
      representations, covenants, warranties, agreements, acknowledgments and
      understandings of Purchaser set forth herein in order to determine the
      availability of such exemptions and the eligibility of Purchaser to
      acquire the Acquired Shares. Purchaser shall indemnify and hold harmless
      the Company, its directors, officers, agents and employees, from and
      against all liability, damages and expenses of any kind, including
      reasonable attorneys fees, arising out of or based upon any material
      breach of any representation, warranty or covenant made by Purchaser in
      this Agreement.

            (g) INFORMATION. Purchaser and its advisors, if any, have obtained
      all publicly available financial, operational, business and other data,
      statements, information and materials relating to the business, finances,
      prospects and operations of the Company. Purchaser and its advisors, if
      any, have been afforded the opportunity to ask questions of the Company,
      and all such questions have been answered to its full satisfaction.
      Neither such inquiries nor any other due diligence investigations
      conducted by Purchaser or its advisors, if any, or its representatives
      shall modify, amend or affect the terms and conditions of this Agreement
      or the acknowledgements, covenants, representations and warranties given
      by Purchaser hereunder. Purchaser understands that its investment in the
      Acquired Shares involves a high degree of risk. No oral representations,
      warranties or guarantees of any kind have been made or oral information
      furnished to Purchaser or its representatives, if any, in connection with
      Purchaser's due diligence review or purchase of the Acquired Shares.
      Purchaser acknowledges that: (i) the Company's common stock has been
      quoted on an over-the-counter bulletin board for only a limited number of
      years; (ii) its common stock has limited trading volume; (iii) there may
      only be a limited market for the Acquired Shares; and (iv) that investment
      in the Company involves substantial risks, including loss of the entire
      amount of such investment and has taken full cognizance of and understands
      all of the risk factors relating to the purchase of the Acquired Shares.

            (h) NO GOVERNMENTAL REVIEW. Purchaser understands that no United
      States federal or state agency or any other government or governmental
      agency has passed on or made any recommendation or endorsement of the
      Acquired Shares or the fairness or suitability of the investment in the
      Acquired Shares, nor have such authorities passed upon or endorsed the
      merits of the offering of the Acquired Shares.

            (i) EXPERIENCE OF PURCHASER. Purchaser, either alone or together
      with its representatives, has such knowledge, sophistication and
      experience in business and financial matters, including investing in
      companies engaged in the business in which the Company is engaged, so as
      to be capable of evaluating the merits and risks of the

                                  Page 5 of 16
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      prospective investment in the Acquired Shares, and has so evaluated the
      merits and risks of such investment and is an accredited investor within
      the meaning of Securities Act Regulation D. Purchaser is able to bear the
      financial risk of an investment in the Acquired Shares and complete loss
      of such investment. Purchaser has adequate means of providing for its
      financial needs and contingencies while holding the Acquired Shares, which
      could be for an indefinite period. Purchaser has adequate means of
      providing for its current financial needs and possible contingencies, has
      no need for liquidity of investment in the Company, can afford to hold
      unregistered Acquired Shares for an indefinite period of time and sustain
      a complete loss of the entire amount of the Acquired Shares, and has not
      made an overall commitment to investments which are not readily marketable
      that is so disproportionate as to cause such overall commitment to become
      excessive. Purchaser has not been formed for the specific purpose of
      acquiring the Acquired Shares.

            (j) SALE AND ISSUANCE OF ADDITIONAL SHARES TO OTHERS. Purchaser
      understands and agrees that additional shares of the Company's Common
      Stock may be issued by the Company from time to time, whether as part of
      the same offering by which Purchaser purchases the Acquired Shares or a
      different offering or other event, which could result in the dilution of
      the Purchaser's percentage interest and shareholding position in the
      Company.

            (k) UNREGISTERED ACQUIRED SHARES; REGISTRATION RIGHTS. Except as
      otherwise provided in Section 3.15, Purchaser agrees that the Acquired
      Shares have not been, and shall not be, registered under the Securities
      Act of 1933, as amended (the "Securities Act"), or under any applicable
      state securities law. Purchaser's right or ability to sell, transfer,
      pledge or otherwise dispose of the Acquired Shares within the United
      States or to a U.S. Person as defined in Regulation S are severely limited
      by applicable federal and state securities laws. Purchaser understands and
      agrees that the Acquired Shares cannot be resold, transferred, other
      otherwise disposed of within the United States or to a U.S. Person as
      defined in Regulation S unless registered or unless an exemption from
      registration is available under the Securities Act and applicable state
      law. In connection with any sale, transfer or other disposition of the
      Acquired Shares other than pursuant to an effective registration statement
      or to the Company, the Company may require the transferor thereof to
      provide to the Company, at the transferor's expense, a written opinion of
      counsel, the form and substance of which opinion shall be reasonably
      satisfactory to the Company, to the effect that such transfer does not
      require registration of such transferred Acquired Shares under the
      Securities Act. Purchaser agrees that any removal of the restrictive
      legend from certificates representing the Acquired Shares, which removal
      shall first be authorized by the Company subject to the terms of this
      Agreement, is predicated upon the Company's reliance on, and the
      Purchaser's agreement that, and Purchaser hereby agrees that, the
      Purchaser will not sell, transfer or otherwise dispose of any Acquired
      Shares except pursuant to an exemption from the registration requirements
      of the Securities Act and applicable state law. Purchaser represents that
      it has the financial wherewithal to and hereby assumes the risk of
      non-registration of the resale transaction of the Acquired Shares.
      Purchaser and its transferees agrees to pay the Company's reasonable fees,
      costs and expenses incurred in connection with any transfer of the
      Acquired Securities.

                                  Page 6 of 16
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            (l) RESTRICTIVE LEGEND. Purchaser agrees to the imprinting, so long
      as the Company determines is required under applicable federal and state
      securities laws, of a legend on each certificate evidencing the Acquired
      Shares in substantially the following form and to comply with such
      restrictions:

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN
      AN "OFFSHORE TRANSACTION" IN RELIANCE ON REGULATION S PROMULGATED BY THE
      U.S. SECURITIES AND EXCHANGE COMMISSION. THE SHARES HAVE NOT BEEN, AND
      SHALL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "ACT") OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
      INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE
      UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, OTHER
      THAN TO DISTRIBUTORS (AS DEFINED IN REGULATION S) IN THE ABSENCE OF SUCH
      REGISTRATION UNLESS IN THE OPINION OF THE COMPANY'S COUNSEL SUCH
      TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE
      SECURITIES ACT, AND EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF,
      THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING
      THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER
      THE ACT AND (2) AGREES THAT IT WILL NOT PRIOR TO TWO YEARS AFTER THE LATER
      TO OCCUR OF (I) THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY OR
      (II) ACQUISITION THEREOF FROM AN AFFILIATE OF THE COMPANY (THE
      "RESTRICTION TERMINATION DATE") OFFER, RESELL OR OTHERWISE TRANSFER THIS
      SECURITY EXCEPT (A) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
      IN COMPLIANCE WITH REGULATION S OR (B) PURSUANT TO RULE 144 OR (C)
      PURSUANT TO ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE ACT (IF
      AVAILABLE), SUBJECT TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES
      LAWS; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
      SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
      LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY
      PRIOR TO THE RESTRICTION TERMINATION DATE, THE HOLDER MUST MAKE CERTAIN
      CERTIFICATIONS TO THE COMPANY TO CONFIRM THAT SUCH TRANSFERS ARE BEING
      MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE REGISTRATION REQUIREMENTS OF THE ACT. IN ADDITION, THE HOLDER MUST,
      PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AT HOLDER'S EXPENSE SUCH
      CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY SHALL
      REQUIRE. IN ALL SITUATIONS HOLDER SHALL NOT, DIRECTLY OR INDIRECTLY,
      ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THE SECURITIES EXCEPT AS
      PERMITTED BY THE SECURITIES ACT.

      Purchaser additionally agrees to the imprinting of such additional legends
      as the Company may determine are necessary to comply with the laws of any
      other jurisdiction, as well as any legends which the Company is required
      or permitted to affix per the terms of applicable voting or other
      contractual agreements.

                                  Page 7 of 16
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            (m) NON-PUBLIC INFORMATION. Purchaser has not requested nor been
      furnished with any information known or believed to constitute material
      non-public information of the Company, unless prior thereto Purchaser
      shall have executed a written agreement acceptable to the Company
      regarding the confidentiality and use of such information, the terms of
      which agreement are hereby incorporated by this reference. Purchaser
      agrees to maintain the confidentiality of the terms of this Agreement and
      the transactions contemplated hereunder, except to the extent that this
      Agreement and the transactions contemplated hereunder are publicly
      disclosed by the Company.

            (n) BROKERS/FINDERS. Purchaser represents and agrees that no
      brokerage, finder's or other fees, commissions or other amounts of any
      kind are or will be payable by the Company, on account of any agreement,
      understanding or undertaking by Purchaser, to any broker, financial
      advisor or consultant, finder, placement agent, investment banker, bank or
      other person with respect to the transactions contemplated by this
      Agreement.

            (o) REGULATORY DISCLOSURES. Purchaser understands and agrees that
      the Company shall and may make such public and regulatory filings and
      notices, disclosing the transactions contemplated hereby, in the manner
      and time required by the Commission and by state regulators, including the
      filing of this Agreement.

            (p) REPLACEMENT OF CERTIFICATES. Purchaser agrees that if any
      certificate or instrument evidencing the Acquired Shares is mutilated,
      lost, stolen or destroyed, the Company, at the cost of Purchaser or such
      other holder, shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof, or in lieu of and
      substitution therefor, a new certificate or instrument, but only upon
      receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable indemnity or other form
      of security, if required by the Company.

            (q) USE OF PROCEEDS. Purchaser understand and agrees that the net
      proceeds from the sale of the Acquired Shares may be used by the Company
      for general corporate purposes.

            (r) LEGAL, TAXATION AND ACCOUNTING MATTERS. With respect to legal,
      taxation, accounting and other financial considerations involved in an
      investment in the Acquired Shares, Purchaser is not relying on the
      Company. Purchaser has carefully considered and has, to the extent
      Purchaser believes such discussion necessary, discussed with, and sought
      advice from, its professional legal, tax, accounting and financial
      advisors the suitability of an investment in the Acquired Shares, for its
      particular taxation, accounting, legal and financial situation and has
      determined that the Acquired Shares are suitable investment for Purchaser.

            Each transferee or other holder of the Acquired Shares, by its
      acceptance of the Acquired Shares, hereby agrees to be bound by all of
      Purchaser's representations and warranties contained herein and shall be
      deemed to make such representations and warranties as if it were the
      initial purchaser under this Agreement.

                                  Page 8 of 16
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                                  ARTICLE III
                                 MISCELLANEOUS

      3.1 FEES AND EXPENSES. Except as set forth in this Agreement, each party
shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement.
The Purchaser shall pay the Placement Agent.

      3.2 ENTIRE AGREEMENT. This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof and supersedes all
contemporaneous or prior agreements, representations, discussions and
understandings, oral or written, with respect to such matters. This Agreement
shall be deemed to have been drafted and negotiated by both parties hereto and
no presumptions as to interpretation, construction or enforceability shall be
made by or against either party in such regard.

      3.3 NOTICES. Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly given
upon facsimile transmission (with written transmission confirmation report) at
the number designated below (if delivered on a Business Day during normal
business hours where such notice is to be received), or the first Business Day
following such delivery (if delivered other than on a Business Day during normal
business hours where such notice is to be received) whichever shall first occur.
The addresses for such communications shall be:

      If to the Seller:       Attn:  John Elliott
                              Chairman and CEO
                              Arcadia Resources, Inc.
                              26777 Central Park Boulevard, Suite 200
                              Southfield, Michigan 48076
                              Tel. No.: (248) 352-7530
                              Facsimile No.: (248) 352-7534

      With copies to:         Patrick J. Haddad, Esq.
                              Kerr, Russell and Weber, PLC
                              500 Woodward Avenue, Suite 2500
                              Detroit, Michigan  48226
                              Tel. No. (313) 961-0200
                              Facsimile No.:  (313) 961-0388

      If to the Purchaser:    Mercatus & Partners, LP
                              Attn: Cary Masi
                              4100 NINE MCFARLANE DRIVE
                              ALPHARETTA, GEORGIA 30004
                              Tel: (770) 475-2266

                                  Page 9 of 16
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      With copies to:         Holland & Knight, LLP
                              195 Broadway
                              New York, NY 10007
                              Attn:  George Parnell, Esq.
                              Tel:  (212) 513-3417
                              Fax:  (212)  385-9010

      3.4 AMENDMENTS; WAIVERS. No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
both the Seller and the Purchaser, or, in the case of a waiver, by the party
against whom enforcement of any such waiver is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise
of any such right accruing to it thereafter.

      3.5 HEADINGS. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.

      3.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and permitted
assigns, including any holders of any of the Acquired Shares other than
Purchaser. The assignment by a party of this Agreement or any rights hereunder
shall not affect the obligations of such party under this Agreement. The
representations of the Purchaser contained in this Agreement shall be binding
upon each transferee and other holder of the Acquired Shares and such transferee
and holder shall be deemed to make those representations and warranties of the
Purchaser as if it were the initial purchaser under this Agreement. In addition
to the legend set forth in Section 2.2(l), each certificate representing the
Acquired Shares shall bear the following legend:

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD
      PURSUANT TO A PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT") DATED NOVEMBER
      ___, 2005 BY AND BETWEEN ARCADIA RESOURCES, INC., AS SELLER, MERCATUS &
      PARTNERS, LP, AS PURCHASER. ANY TRANSFEREE OR OTHER HOLDER OF THE SHARES
      REPRESENTED BY THIS CERTIFICATE HEREBY AGREES TO BE BOUND BY THE TERMS AND
      PROVISIONS OF THE PURCHASE AGREEMENT INCLUDING, BUT NOT LIMITED TO, THE
      REPRESENTATIONS AND WARRANTIES CONTAINED THEREIN.

      3.7 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

      3.8 GOVERNING LAW; VENUE; SERVICE OF PROCESS. Notwithstanding the location
or residence of any party, the parties hereto acknowledge that the transactions
contemplated by this

                                 Page 10 of 16
<PAGE>



Agreement and the exhibits hereto bear a reasonable relation to the State of New
York. The parties hereto agree that the internal laws of the State of New York
shall govern this Agreement. Any dispute, controversy or claim arising out of or
relating to this Agreement, whether arising in contract, tort or otherwise shall
be resolved in accordance with the rules of the American Arbitration
Association, except for any equitable or injunctive relief sought under this
Agreement. The arbitration shall be held at a location within Oakland County,
Michigan. The Parties agree that any arbitration award rendered on any claim
submitted to arbitration shall be final and binding upon the Parties and not
subject to appeal and that judgment may be entered upon any arbitration award by
any circuit court located in Michigan.

      3.9 SURVIVAL. The respective representations, warranties and covenants of
the Seller and the Purchaser contained in this Agreement shall survive the
payment of the Purchase Price by Purchaser and delivery of the common stock
certificate by Seller.

      3.10 COUNTERPART SIGNATURES. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

      3.11 SEVERABILITY. In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision which shall be a reasonable substitute
therefore, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.

      3.12 LIMITATION OF REMEDIES. With respect to claims by the Seller or any
person acting by or through the Seller, or by the Purchaser or any person acting
through the Purchaser, for remedies at law or at equity relating to or arising
out of a breach of this Agreement, liability, if any, shall, in no event,
include loss of profits or incidental, indirect, exemplary, punitive, special or
consequential damages of any kind.

      3.13 DELIVERY OF ACQUIRED SHARES. The Seller shall, within five (5) days
of the execution of this Agreement, deliver to Brown Brothers Harriman & Co.,
the receiving bank, at the directions provided, pursuant to an instruction
letter substantially in substantially the form attached hereto as Appendix B.

      3.14 DELIVERY OF PURCHASE PRICE. The Purchaser shall, within the earlier
of (a) thirty (30) days of the date of this Agreement, or within fifteen (15)
days of receipt by the receiving bank of all shares being accumulated for the
receiving bank, shall issue the Purchase Price to the Company as so designated,
via wire transfer. If within thirty (30) days of the date of this Agreement, the
Company does not receive the Purchase Price, the Company has the right to demand
recall of the Acquired Shares and the Acquired shall be transmitted back to the
Company within five (5) days from that period.

                                 Page 11 of 16
<PAGE>



      3.15 REGISTRATION OF ACQUIRED SECURITIES. The Company agrees to include
the Acquired Shares by way of a pre-effective amendment to a resale registration
statement which the Company shall file with the Securities and Exchange
Commission. The Company shall do all acts to complete the registration of the
Acquired Shares in conformity with this Agreement.

             THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

                                 Page 12 of 16
<PAGE>



      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first indicated above.

Effective Date of Agreement: November 28, 2005

Shareholder for stock certificate:

MERCATUS & PARTNERS, LIMITED

Via S. Roberto Bellarmino #4
00142 Roma, Italy

CORPORATE INFORMATION (FOR TRANSFER AGENT):
Company Number:         04500047, Incorporated on: 31/07/2002
Company Name:           MERCATUS & Partners limited
Registered Office:      54 Dukes Wood Drive
                        Gerrards Cross
                        Buckinghamshire SL9 7LR
Company Type:           Private Limited Company
Country of Origin:      United Kingdom

MAILING / DELIVERY ADDRESSES FOR PHYSICAL SECURITIES:
Brown Brothers Harriman & Co.
Attention: Physical Receives Section - Trade Processing Department
140 Broadway, New York, NY 10005-1101, U.S.A.

                                   SELLER:

                                   ARCADIA RESOURCES, INC.

                                   By:    /S/ John E. Elliott, II
                                       ----------------------------------------
                                   Name:  John E. Elliott
                                   Title: Chairman and Chief Executive Officer

                                   PURCHASER:

                                   MERCATUS & PARTNERS, LIMITED

                                   Cari Masi on behalf of Purchaser

                                   By: /S/ Cary Masi
                                       ----------------------------------------

                                   Name:  Cary Masi

                                   Title: RA

                                 Page 13 of 16
<PAGE>

                                   APPENDIX A

DELIVERY AND DESCRIPTION OF CONTRACT, SHARE INTAKE, DEPOSIT, VALUATION,
SAFEKEEPING AND MOVEMENT OF SHARES:

STEP ONE: Delivery of Contract shall be made by the company to the following
address:

                          MERCATUS
                          c/o Cary Masi
                          3805 Hamby Oaks Dr.
                          Alpharetta, GA  30004
                          Phone  404-735-9757

STEP TWO: The Stocks are delivered to Brown Brothers Harriman & Co. ("BBH") in
certificate form, to the following address, in the name of Mercatus & Partners,
Limited, as Regulation S shares. Such shares shall be issued and sent in the
following form:

SHAREHOLDER FOR STOCK CERTIFICATE:              MERCATUS & PARTNERS, LIMITED
                                                VIA S. ROBERTO BELLARMINO #4
                                                00142 ROMA, ITALY

CORPORATE INFORMATION (FOR TRANSFER AGENT):

Company Number:      04500047                       Incorporated on: 31/07/2002
Company Name:        MERCATUS & Partners limited
Registered Office:   54 Dukes Wood Drive
                     Gerrards Cross
                     Buckinghamshire SL9 7LR
Company Type:        Private Limited Company
Country of Origin:   United Kingdom

Shares shall be sent to the following address and account into the following
Banca MB account at BBH:

Please find below the instruction for:

MAILING / DELIVERY ADDRESSES FOR PHYSICAL SECURITIES:
Via Mail:    Brown Brothers Harriman & Co.
             Attention: Physical Receives Section - Trade Processing Department
             140 Broadway, New York, NY 10005-1101, U.S.A.

Account Name: Banca MB-Milano
Account Number: 4444550

                                 Page 14 of 16
<PAGE>



DTC DELIVERY INSTRUCTIONS:

Brown Brothers Harriman & Co.,
Account Name: Banca MB-Milano
Account Number: 4444550
DTC # 010

Each share certificate, since it is being issued under Regulation S, must bear a
legend, as per the agreement which is substantially in form as that set below:

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN
      AN "OFFSHORE TRANSACTION" IN RELIANCE ON REGULATION S PROMULGATED BY THE
      U.S. SECURITIES AND EXCHANGE COMMISSION. THE SHARES HAVE NOT BEEN, AND
      SHALL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "ACT") OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
      INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE
      UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, OTHER
      THAN TO DISTRIBUTORS (AS DEFINED IN REGULATION S) IN THE ABSENCE OF SUCH
      REGISTRATION UNLESS IN THE OPINION OF THE COMPANY'S COUNSEL SUCH
      TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE
      SECURITIES ACT, AND EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF,
      THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING
      THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER
      THE ACT AND (2) AGREES THAT IT WILL NOT PRIOR TO TWO YEARS AFTER THE LATER
      TO OCCUR OF (I) THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY OR
      (II) ACQUISITION THEREOF FROM AN AFFILIATE OF THE COMPANY (THE
      "RESTRICTION TERMINATION DATE") OFFER, RESELL OR OTHERWISE TRANSFER THIS
      SECURITY EXCEPT (A) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
      IN COMPLIANCE WITH REGULATION S OR (B) PURSUANT TO RULE 144 OR (C)
      PURSUANT TO ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE ACT (IF
      AVAILABLE), SUBJECT TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES
      LAWS; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
      SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
      LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY
      PRIOR TO THE RESTRICTION TERMINATION DATE, THE HOLDER MUST MAKE CERTAIN
      CERTIFICATIONS TO THE COMPANY TO CONFIRM THAT SUCH TRANSFERS ARE BEING
      MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE REGISTRATION REQUIREMENTS OF THE ACT. IN ADDITION, THE HOLDER MUST,
      PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AT HOLDER'S EXPENSE SUCH
      CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY SHALL
      REQUIRE. IN ALL SITUATIONS HOLDER SHALL NOT, DIRECTLY OR INDIRECTLY,
      ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THE SECURITIES EXCEPT AS
      PERMITTED BY THE SECURITIES ACT.

                                 Page 15 of 16
<PAGE>



STEP THREE: Banca MB is only the asset manager of Mercatus, and the shares are
deposited into a safekeeping account for Banca MB in BBH. The shares are
deposited into the account where they are verified and deposited for viewing and
verification by the SICAV bank. NOTE: the shares are not allowed, under the
agreement with BBH and Banca MB to in any way be hypothecated or leveraged in
any fashion during this holding period. The restricted shares stay at BBH in the
safekeeping account during this period, and at all times until the purchase is
complete. Dwight Parscale, is the Attorney-In-Fact over the BBH account of Banca
MB for this account. Any and all questions regarding the status of shares during
this process may be conducted to your Placement Agent.

STEP FOUR: Is starting during Step Three, and includes the transfer of the stock
to the SICAV through the stock verification process, so that the SICAV bank
receives confirmation of the Shares and portfolio, if any, for valuation, and
due diligence. This period of time is expected to be four (4) to five (5) days
after which the value is assigned and a corresponding amount of SICAV shares are
issued to Mercatus & Partners, Limited, electronically, for their use and
ownership. NOTE: this process will not start until the called for amount of
shares and assets are received as a package for the whole SICAV portfolio from
Mercatus's Banca MB account in BBH.

STEP FIVE: Mercatus will then simultaneously transfer the SICAV shares into the
lending or purchasing banks and the lending banks will issue the purchase price
or credit line to Mercatus. This period is expected to take four (4) to five (5)
days.

STEP SIX: Mercatus transmits payment through Banca MB/BBH to the Companies
through the Placement Agent's counsel, Holland & Knight 195 Broadway, New York,
NY 10007.

The Stock Purchase Agreement is to be authorized and executed by the Company.
There are no allowed changes under the agreement for purchase by Mercatus &
Partners, Limited. The document is for the purchase of the restricted shares
only. The document will be locked in and cannot be edited by the Company.

                                 Page 16 of 16