EX-10.2





Exhibit
10.2


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY
SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER
HAS FURNISHED TO THE PAYOR AN ACCEPTABLE OPINION OF ITS COUNSEL THAT AN EXEMPTION PROM REGISTRATION
UNDER THE ACT IS AVAILABLE.




ARCADIA RESOURCES, INC.

PROMISSORY NOTE




			
	 	 	 
	$18,035,367
	 	March 25, 2009






     FOR VALUE RECEIVED, the undersigned, Arcadia Resources, Inc., a Nevada corporation
(“Payor”), having its executive office and principal place of business at 9229 Delegates
Row, Suite 260, Indianapolis, IN 46240, hereby promises to pay to JANA Master Fund, Ltd.
(“Payee”), having an address at 767 Fifth Avenue, 8th Floor, New York, NY 10153,
at Payee’s address set forth above (or at such other place as Payee may from time to-time hereafter
direct by notice in writing to Payor), the principal sum of EIGHTEEN MILLION THIRTY FIVE THOUSAND
THREE HUNDRED AND SIXTY SEVEN DOLLARS ($18,035,367), in such coin or currency of the United States
of America as at the time shall be legal tender for the payment of public and private debts in
accordance with the terms hereof.




	1.	 	Payment of Principal and Interest.






	 	1.1	 	The principal amount of this Note outstanding from time to time shall bear simple interest at a
rate per annum equal to (i) from and after the date hereof until the Maturity Date (as
hereinafter defined), ten percent (10%) and (ii) after the Maturity Date, until paid in full,
twelve percent (12%) (the “Note Rate”).
	 
	 	1.2	 	The unpaid principal balance of this Note and all accrued unpaid interest shall be due and
payable on April 1, 2012 (the “Maturity Date”). Accrued unpaid interest on the unpaid principal
balance due under this Note shall be due and payable on the following dates each year until the
Maturity Date: September 30; December 31; March 31; and June 30 (each, an “Interest Payment
Date”); provided, however, on each Interest Payment Date, the Payor may, at its option and in
its sole discretion, in lieu of the payment of the cash interest due on the Note, issue an
additional promissory note (in substantially the same form as this Note) in the aggregate
principal amount equal to such amount of interest that would otherwise be payable with
respect to the Note on such Interest Payment Date. All remaining unpaid accrued interest shall
be due and payable on the Maturity Date. The first Interest Payment Date shall be June 30, 2009.
	 
	 	1.3	 	All payments (including prepayments) made by the Payor on this Note shall be applied first to the
payment of accrued unpaid interest on this Note and then to the reduction of the unpaid principal
balance of this Note.
	 
	 	1.4	 	In the event that the date for the payment of any amount payable under this Note falls due on a
Saturday, Sunday or public holiday under the laws of the State of New York,





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	 	 	 	the time for payment
of such amount shall be extended to the next succeeding business day and interest at the Note
Rate shall continue to accrue on any principal amount so effected until the payment thereof on
such extended due date.






	2.	 	Replacement of Note.






	 	2.1	 	In the event that this Note is mutilated, destroyed, lost or stolen, Payor shall, at its sole
expense, execute, register and deliver a new note, in exchange and substitution for this Note, if
mutilated, or in lieu of and substitution for this Note, if destroyed, lost or stolen. In the
case of destruction, loss or theft, Payee shall furnish to Payor indemnity reasonably
satisfactory to Payor, and in any such case, and in the case of mutilation, Payee shall also
furnish to Payor evidence to its reasonable satisfaction of the mutilation, destruction, loss or
theft of this Note and of the ownership thereof. Any replacement note so issued shall be in the
same outstanding principal amount as this Note and dated the date to which interest shall have
been paid on this Note or, if no interest shall have yet been paid, dated the date of this Note.
	 
	 	2.2	 	Every note issued pursuant to the provisions of Section 2.1 above in substitution for this Note
shall constitute an additional contractual obligation of the Payor, whether or not this Note
shall be found at any time or be enforceable by anyone.






	3.	 	Indebtedness Evidenced Hereby.






	 	3.1	 	This Note is executed and delivered by Payor to Payee pursuant to that certain Master Exchange
Agreement of even date (the “Master Exchange Agreement”) among Payor, Payee, LSP Partners, LP
(“LSP”) and Vicis Capital Master Fund (“Vicis”). Capitalized terms used in this Note and not
otherwise defined herein shall have the same meaning herein as are ascribed to them in the Master
Exchange Agreement. The indebtedness evidenced by this Note is a consolidation of the following
indebtedness owed by Payor to Payee:






	 	(i)	 	all amounts owed by Payor to Payee arising under that certain Second Amended and Restated
Promissory note dated March 31, 2008 (“Second A&R Note”), in the original principal amount of
Twelve Million Dollars ($12,000,000), which, as of the date hereof, totaled $10,525,158 comprised
of principal in the amount of $9,365,409 (an amount which excludes the Two Million Dollars
($2,000,000) of principal of the Second A&R Note purchased by Vicis pursuant to that certain Note
Indebtedness Purchase Agreement of even date) and accrued, unpaid interest in the amount of
$1,159,749 (the “JANA Portion of the Second A&R Note Indebtedness”); plus
	 
	 	(ii)	 	all amounts owed by Payor to Payee arising under that certain Assigned and Assumed
Subsidiaries Note (as such term is defined below), which, as of the date hereof, totaled
$5,510,210 comprised of principal in the amount of $5,000,000 and accrued, unpaid interest in the
amount of $510,210; plus
	 
	 	(iii)	 	new loan indebtedness in the principal amount of Two Million Dollars ($2,000,000) extended
by Payee to Payor on the date hereof (the “New JANA Loan”).





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	 	 	 	As used herein, the term Assigned and Assumed Subsidiaries Note means that certain Promissory
Note dated March 31, 2008, in the original principal amount of Five Million Dollars ($5,000,000),
payable to the order of Payee, and executed and delivered to Payee by Arcadia Products, Inc., a
Delaware corporation, Arcadia Home Health Products, Inc., a Delaware corporation, O2 Plus, a
California corporation, Lovell Medical Supply, Inc., a North Carolina corporation, Arcadia Home
Mideast, Inc., a Delaware corporation, Beacon Respiratory Services of Alabama, Inc., a Delaware
corporation, Beacon Respiratory Services of Georgia, Inc., a Delaware corporation, American
Oxygen and Medical Equipment, Inc., an Illinois corporation, Arcadia Home Oxygen and Medical
Equipment, Inc., a Michigan corporation, and Trinity Healthcare of Winston-Salem, Inc., a Georgia
corporation (referred to collectively as the “Arcadia Subsidiaries”). The Assigned and Assumed
Subsidiaries Note was assigned to Payor by the Arcadia Subsidiaries on the date hereof pursuant
to the Assignment and Assumption Agreement.






	4.	 	Covenants of Payor.
	 
	 	 	Payor, on behalf of itself and its subsidiaries, covenants and agrees that, so long as this Note remains outstanding and unpaid, in
whole, or in part:






	 	4.1	 	Payor and its subsidiaries will not sell, transfer or dispose of, nor permit or suffer the
placement of any lien (statutory or other), priority, security interest, encumbrance or any other
preferential arrangement upon, any of their material assets (including but not limited to real
property and Payor’s equity interests in such subsidiaries) without obtaining Payee’s written
consent, other than inventory in the ordinary course of business excepting only:






	 	(i)	 	liens and security interests in favor of Comerica Bank or any successor
senior lender;
	 
	 	(ii)	 	any Business Line Sales (as such term is defined in Section 8.1), so
long as the Net Proceeds (as such term is defined in Section 8.2) paid
in connection therewith are applied in accordance with Section 8.2;
	 
	 	(iii)	 	liens in favor of AmerisourceBergen Drug Corporation; and;
	 
	 	(iv)	 	liens and security interests in favor of Payee, Vicis and LSP securing
indebtedness permitted by Section 4.7 hereof; and
	 
	 	(v)	 	liens and security interests in connection with capital leases, auto
loans or equipment loans or leases which total no more than $500,000 in
the aggregate (collectively, the “Small Loan Basket”).






	 	 	As used in this Section 4.1, the term “material” shall mean having an aggregate value of $25,000 or more.






	 	4.2	 	Payor shall, upon Payee’s request, furnish Payee with monthly financial updates;
	 
	 	4.3	 	Payor and its subsidiaries will not pay any type of bonus to senior executive officers unless (i)
made pursuant to and in accordance with the 2008 Executive Performance Based Compensation Plan,
as amended from time to time, and such payments are approved and authorized by the Compensation
Committee of the Board of Directors of Payor; or (ii) Payee otherwise consents in writing to the
payment of such bonuses;
	 
	 	4.4	 	Payor and its subsidiaries will not engage in sale/leaseback transactions wherein real or




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	 	 	 	personal property of Payor or its subsidiaries is sold and then reacquired in any type of lease
transaction if the aggregate amount of all such transactions would exceed Five Million Dollars
($5,000,000);






	 	4.5	 	Payor and its subsidiaries will promptly pay and discharge all lawful taxes, assessments and
governmental charges or levies imposed upon any of them, their income and profits, or any of
their property, before the same shall become in default, as well as all lawful claims for labor,
materials and supplies which, if unpaid, might become a lien or charge upon such properties or
any part thereof; provided, however, that Payor or such subsidiary shall not be required to pay
and discharge any such tax, assessment, charge, levy or claim so long as the validity thereof
shall be contested in good faith by appropriate proceedings and Payor or such subsidiary, as the
case may be, shall set aside on its books adequate reserves with respect to any such tax,
assessment, charge, levy or claim so contested;
	 
	 	4.6	 	Payor and its subsidiaries will do or cause to be done all things necessary to preserve and keep
in full force and effect each of their corporate existence, rights and franchises and
substantially comply with all laws applicable to them as their counsel may advise;
	 
	 	4.7	 	Except with respect to,






	 	(i)	 	any debt owing to Payee or;
	 
	 	(ii)	 	the refinancing of any existing debt of Payor
and/or its subsidiaries owing to Payee,
AmerisourceBergen Drug Corporation, LSP,
Vicis or Comerica Bank, so long as such
refinancing does not result in an increase of
the principal balance of such existing debt
(except to the extent of capitalized
interest); or
	 
	 	(iii)	 	the Small Loan Basket,






	 	 	 	Payor and its subsidiaries will not: (A) incur any obligation for borrowed money, any obligation
evidenced by bonds, notes or similar instruments (including any obligations incurred in the
acquisition of property, assets or business), any reimbursement obligation, any deferred purchase
price obligation, any guarantees of any such obligations, or any similar obligations
(collectively, “debt”) which is senior or pari passu to the debt under this Note, or to which the
debt under this Note would be structurally subordinate, if such debt would exceed, any aggregate,
One Million Dollars ($1,000,000), without Payee’s consent or (B) incur debt junior to the debt
under this Note in an aggregate amount which exceeds Twenty Five Million Dollars ($25,000,000),
other than to the extent such junior debt is issued to finance acquisitions in the ordinary
course of Payor or its subsidiaries’ business, without Payee’s consent, and so long as any such
junior debt is expressly and structurally subordinate in all respects to this Note upon terms
reasonably satisfactory to Payee;
	 
	 	4.8	 	Payor and its subsidiaries will utilize the Net Proceeds (as such term is defined in Section 8.2)
of any sale of any of real or personal property not otherwise required to be paid to Payee, LSP
or Vicis pursuant to Section 8 hereof for any of: (i) additional capital expenditures, (ii)
payment of any debt which is senior to the debt under this Note, or (iii) the payment of debt
arising under this Note;
	 
	 	4.9	 	Payor and its subsidiaries will not issue any form of equity or other security (other than debt)
in a public or private placement capital raise without Payee’s consent; provided, however, that
Payor may issue shares of restricted stock, stock options or stock appreciation rights pursuant
to the 2006 Equity Incentive Plan so long as the total 




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	 	 	 	number of shares covered thereby does not
exceed Five Percent (5.0%) of the number of authorized shares of Payor’s common stock;






	 	4.10	 	Payor and its subsidiaries will at all times maintain, preserve, protect and keep each of their
property used or useful in the conduct of business in good repair, working order and condition
(except for the effects of reasonable wear and tear in the ordinary course of business) and will
from time to time, make all necessary and proper repairs, renewals, replacements, betterments and
improvements thereto;
	 
	 	4.11	 	Payor and its subsidiaries will keep adequately insured, by financially sound reputable insurers,
all property of a character usually insured by similar corporations and carry such other
insurance as is usually carried by similar corporations and, with respect to the Collateral (as
such term is defined in the Assignment and Assumption Agreement), cause Payee to be named at all
times as an additional insured and loss payee on such insurance policies;
	 
	 	4.12	 	Payor will, promptly following the occurrence of an Event of Default or of any condition or event
which, with the giving of notice or the lapse of time or both, would constitute an Event of
Default, furnish a statement of Payor’s Chief Executive Officer or Chief Financial Officer to
Payee setting forth the details of such Event of Default or condition or event and the action
which Payor intends to take with respect thereto; and

	 
	 	4.13	 	
Payor will, and will cause each of its subsidiaries to, at all times maintain books of account in
which all of its financial transactions are duly recorded in conformance with generally accepted
 accounting principles.






	5.	 	Events of Default. The following events each constitute an “Event of Default”:






	 	5.1	 	The dissolution of Payor or any vote in favor thereof by the board of directors and shareholders
of Payor; or
	 
	 	5.2	 	Payor makes an assignment for the benefit of creditors, or files with a court of competent
jurisdiction an application for appointment of a receiver or similar official with respect to it
or any substantial part of its assets, or Payor files a petition seeking relief under any
provision of the Federal Bankruptcy Code or any other federal or state statute now or hereafter
in effect affording relief to debtors, or any such application or petition is filed against
Payor, which application or petition is not dismissed or withdrawn within sixty (60) days from
the date of its filing; or
	 
	 	5.3	 	Payor fails to pay the principal amount, or interest on, or any other amount payable under this
Note within five (5) days of when the same becomes due and payable; or
	 
	 	5.4	 	Payor admits in writing its inability to pay its debts as they mature; or
	 
	 	5.5	 	Payor sells all or substantially all of its assets or merges or is consolidated with or into
another corporation other than a transaction whose primary purpose is to re-domicile the Payor ;
or
	 
	 	5.6	 	A proceeding is commenced to foreclose a security interest or lien in any property or assets of
Payor as a result of a default in the payment or performance of any debt (in excess of $350,000
and secured by such property or assets) of Payor or of any subsidiary of Payor; or
	 
	 	5.7	 	A final judgment for the payment of money in excess of $350,000 is entered against Payor by a
court of competent jurisdiction, and such judgment is not discharged (nor the




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	 	 	 	discharge thereof
duly provided for) in accordance with its terms, nor a stay of execution thereof procured, within
sixty (60) days after the date such judgment is entered, and, within such period (or such longer
period during which execution of such judgment is effectively stayed), an appeal therefrom has
not been prosecuted and the execution thereof caused to be stayed during such appeal; or
	 	5.8	 	An attachment or garnishment is levied against the assets or properties of Payor or any
subsidiary of Payor involving an amount in excess of $350,000 and such levy is not vacated,
bonded or otherwise terminated within sixty (60) days after the date of its effectiveness; or
	 
	 	5.9	 	Payor or any subsidiary defaults in the due observance or performance of any covenant, condition
or agreement to be observed or performed pursuant to the terms of this Note (other than the
default specified in Section 5.3 above) and such default continues uncured for a period of thirty
(30) days from the date Payor receives written notice from the Payee.

	 
	 	
Upon the occurrence of any such Event of Default and at any time thereafter, the holder of this Note shall have the right (at such
holder’s option) to declare the principal of, accrued unpaid interest on, and all other amounts payable under this Note to be forthwith
due and payable, whereupon all such amounts shall be immediately due and payable to the holder of this Note, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived; provided.






	6.	 	Suits for Enforcement and Remedies.






	 	6.1	 	If any one or more Events of Default shall occur and be continuing, the Payee may proceed to (1)
protect and enforce Payee’s rights either by suit in equity or by action at law, or both, whether
for the specific performance of any covenant, condition or agreement contained in this Note or in
any agreement or document referred to herein or in aid of the exercise of any power granted in
this Note or in any agreement or document referred to herein, (ii) enforce the payment of this
Note, or (iii) enforce any other legal or equitable right of the holder of this Note. No right or
remedy herein or in any other agreement or instrument conferred upon the holder of this Note is
intended to be exclusive of any other right or remedy, and each and every such right or remedy
shall be cumulative and shall be in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or by statute or otherwise.






	7.	 	Unconditional Obligation; Fees, Waivers, Other.






	 	7.1	 	The obligation to make the payments provided for in this Note are absolute and unconditional and
are not subject to any defense, set-off, counterclaim, rescission, recoupment or adjustment
whatsoever.
	 
	 	7.2	 	If, following the occurrence of an Event of Default, Payee shall seek to enforce the collection
of any amount of principal of and/or interest on this Note, there shall be immediately due and
payable from Payor, in addition to the then unpaid principal of, and accrued unpaid interest on,
this Note, all reasonable costs and expenses incurred by Payee in connection therewith,
including, without limitation, reasonable attorneys’ fees and disbursements.
	 
	 	7.3	 	No forbearance, indulgence, delay or failure to exercise any right or remedy with respect to this
Note shall operate as a waiver or as acquiescence in any default, nor shall any




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	 	 	 	single or partial
exercise of any right or remedy preclude any other or further exercise thereof or the exercise of
any other right or remedy.






	 	7.4	 	This Note may not be modified or discharged (other than by payment) except by a writing duly
executed by Payor and Payee.
	 
	 	7.5	 	Payor hereby expressly waives demand and presentment for payment, notice of nonpayment, notice of
dishonor, protest, notice of protest, bringing of suit, and diligence in taking any action to
collect amounts called for hereunder, and shall be directly and primarily liable for the payment
of all sums owing and to be owing hereon, regardless of and without any notice, diligence, act or
omission with respect to the collection of any amount called for hereunder or in connection with
any right, lien, interest or property at any and all times which Payee had or is existing as
security for any amount called for hereunder.






	8.	 	Application of Net Proceeds From Certain Sales.






	 	8.1	 	Payor has advised Payee that it intends to sell to third parties all or substantially all of the assets and/or
business operations of certain of its operating subsidiaries (any such transaction being referred to herein as a
“Business Line Sale” and collectively as “Business Line Sales”).
	 
	 	8.2	 	Any Net Proceeds paid to or received by Payor in connection with any Business Line Sale or other sale of assets
outside of the ordinary course of business shall be applied as follows:






	 	(i)	 	the first Two
Million Dollars
($2,000,000) of Net
Proceeds shall be
paid to and
retained by Payor;
	 
	 	(ii)	 	all Net Proceeds
paid after Payor
has received the
amount specified in
subsection 8.2 (i)
shall be paid as
follows: (A)
one-third of such
Net Proceeds shall
be paid to Payee as
a prepayment
against this Note,
until Payee has
received an amount
equal to the Payee
Prepayment (as such
term is hereinafter
defined); and (B)
two-thirds of such
Net Proceeds shall
be paid to Vicis,
to be applied as a
prepayment of that
certain Promissory
Note of even date
executed and
delivered by Payor
to Vicis in the
principal amount of
$7,882,407 (the
“Vicis Note”) until
Vicis has received
an amount equal to
the Vicis
Prepayment (as such
term is hereinafter
defined);
	 
	 	(iii)	 	all Net Proceeds
paid after the
amounts set forth
in subsections
8.2(i)-(ii) have
been paid in full,
shall be paid to
Payee, to be
applied as a
prepayment against
this Note, until
such time as Payee
has been paid, in
addition to the
Payee Prepayment
paid pursuant to
subsection 8.2(ii),
Two Million Dollars
($2,000,000);
	 
	 	(iv)	 	all Net Proceeds
paid in excess of
the amounts paid
pursuant to
subsections 8.2
(i)-(iii), above,
shall be applied as
follows:






	 	(a)
    an amount equal
to 50% of the Net
Proceeds shall be
paid to and
retained by Payor;
	 
	 	(b)
    an amount equal
to the Payee
Percentage (as
defined below)
times 50% of the
Net Proceeds shall
be paid to Payee
and applied as a
prepayment of this
Note;




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	 	(c)
    an amount equal
to the Vicis
Percentage (as
defined below)
times 50% of the
Net Proceeds shall
be paid to Vicis
and applied as a
prepayment of the
Vicis Note; and
	 
	 	(d)
    an amount equal
to the LSP
Percentage (as
defined below)
times 50% of the
Net Proceeds shall
be paid to LSP and
applied as a
prepayment of that
certain Promissory
Note dated March
25, 2009, executed
and delivered by
Payor to LSP, in
the amount of
$1,000,000 (the
“LSP Note”); and






	 	(v)	 	all Net Proceeds
paid from and after
such time as the
aggregate Net
Proceeds paid
pursuant to
subsections 8.2
(i)-(iv), above,
equal Twenty
Million Dollars
($20,000,000),
shall be applied as
follows:






	 	(a)
    an amount equal
to 25% of the Net
Proceeds shall be
paid to and
retained by Payor;
	 
	 	(b)
    an amount equal
to the Payee
Percentage (as
defined below)
times 75% of the
Net Proceeds shall
be paid to Payee
and applied as a
prepayment of this
Note;
	 
	 	(c)
    an amount equal
to the Vicis
Percentage (as
defined below)
times 75% of the
Net Proceeds shall
be paid to Vicis
and applied as a
prepayment of the
Vicis Note; and
	 
	 	(d)
    an amount equal
to the LSP
Percentage (as
defined below)
times 75% of the
Net Proceeds shall
be applied as a
prepayment of the
LSP Note.






	 	 	 	As used herein, the term: (A) “Vicis Prepayment” means an amount equal to the sum of (1) Two Million Dollars
($2,000,000) (the “Vicis Prepayment Principal”) plus (2) interest accruing at a rate per annum equal to Ten Percent
(10%) on the Vicis Prepayment Principal outstanding from time to time from and after the date hereof until paid in
full (with such Vicis Prepayment Principal being reduced by the amount of Net Proceeds applied to the Vicis
Prepayment Principal from time to time); (B) “Payee Prepayment” means an amount equal to the sum of (1) One Million
Dollars ($1,000,000) (the “Payee Prepayment Principal”) plus (2) interest accruing at a rate per annum equal to Ten
Percent (10%) on the Payee Prepayment Principal outstanding from time to time from and after the date hereof until
paid in full (with such Payee Prepayment Principal being reduced by the amount of Net Proceeds applied to the Payee
Prepayment Principal from time to time); (C) “Payee Percentage” means, at any time, the fraction that results from
(i) the denominator that is the sum of the then outstanding amount of this Note (unpaid principal plus accrued,
unpaid interest), the Vicis Note (unpaid principal plus accrued, unpaid interest), and the LSP Note (unpaid principal
plus accrued, unpaid interest), and (ii) the numerator that is the then outstanding amount of this Note (unpaid
principal plus accrued, unpaid interest); (D) “Vicis Percentage” means, at any time, the fraction that results from
(i) the denominator that is the sum of the then outstanding amount of this 




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	 	 	 	Note (unpaid principal plus accrued,
unpaid interest) the Vicis
Note (unpaid principal plus accrued, unpaid interest), and the LSP Note (unpaid principal
plus accrued, unpaid interest), and (ii) the numerator that is the then outstanding amount of the Vicis Note (unpaid
principal plus accrued, unpaid interest); (E) “LSP Percentage” means, at any time, the fraction that results from
(i) the denominator that is the sum of the then outstanding amount of this Note (unpaid principal plus accrued,
unpaid interest) plus the LSP Note (unpaid principal plus accrued, unpaid interest), plus the Vicis Note (unpaid
principal plus accrued, unpaid interest) and (ii) the numerator that is the then outstanding amount of the LSP Note
(unpaid principal plus accrued, unpaid interest); and (F) “Net Proceeds” means the actual cash amount collected by
Payor in consideration of any Business Line Sale or any other asset sale less any costs, expenses, taxes or other
amounts incurred by Payor as a result of the asset sale or any secured indebtedness owed in connection with such
Business Line Sale or other asset sale.






	9.	 	Cancellation and Return of Notes.






	 	9.1	 	The indebtedness evidenced by this Note includes, in addition to the New JANA Loan, the JANA Portion of the Second
A&R Note Indebtedness and the indebtedness evidenced by the Assigned and Assumed Subsidiaries Note, and this Note
amends, restates, supersedes, and replaces in all respects the Second A&R Note and the Assigned and Assumed
Subsidiaries Note, but shall not constitute a release, satisfaction or novation of any of the indebtedness evidenced
thereby Concurrently with the execution of this Note, Payee will deliver or cause to be delivered to Payor the
Second A&R Note and the Assigned and Assumed Subsidiaries Note, which, upon receipt by Payor, will be marked
“CANCELLED AND REPLACED BY PROMISSORY NOTE DATED MARCH 25, 2009.”






	10.	 	Security.
	 
	 	 	This Note is the New JANA Note referred to in the Assignment and Assumption Agreement and is secured by a security interest in the Collateral granted to Payee
pursuant to the Assignment and Assumption Agreement. In addition, the indebtedness evidenced by this Note includes the indebtedness evidenced by the Assigned
and Assumed Subsidiaries Note, which indebtedness is secured by a security interest in and to the Collateral granted to Payee pursuant to the Revolving Line
Agreement (as defined in the Assignment and Assumption Agreement).






	11.	 	Miscellaneous.






	 	11.1	 	The headings of the various paragraphs of this Note are for convenience of reference only and
shall in no way modify any of the terms or provisions of this Note.
	 
	 	11.2	 	All notices required or permitted to be given hereunder shall be in writing and shall be deemed
to have been duly given when personally delivered or sent by registered or certified mail (return
receipt requested, postage prepaid), facsimile transmission or overnight courier to the address
of the intended recipient as set forth in the preamble to this Note or at such other address as
the intended recipient shall have hereafter given to the other party hereto pursuant to the
provisions of this Note.
	 
	 	11.3	 	This Note and the obligations of Payor and the rights of Payee shall be governed by and construed
in accordance with the substantive laws of the State of New York without giving effect to the
choice of laws rules thereof.
	 
	 	11.4	 	This Note shall bind Payor and its successors and assigns.





[Signature Page Follows]




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     IN WITNESS WHEREOF, the undersigned have executed this Note as of the date first above
written.



	 	 	 	 	 
	 	ARCADIA RESOURCES, INC.

 	 
	 	By:  	/s/ Marvin Richardson
 	 
	 	 	Marvin Richardson, President & CEO 	 
	 	 	 	 



	 	 	 	 	 
	 	Accepted and Agreed to:




JANA MASTER FUND, LTD.

 	 
	 	By:  	Its Investment Advisor, JANA Partners LLC
 	 
	 	 	 
	 	By:  	/s/ Marc Lehmann
 	 
	 	 	Marc Lehmann, Partner 	 
	 	 	 	 
	 




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