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                                                                     EXHIBIT 4.1

               WARRANT PURCHASE AND REGISTRATION RIGHTS AGREEMENT

      THIS WARRANT PURCHASE AND REGISTRATION RIGHTS AGREEMENT ("Agreement") is
made and entered into on September 26, 2005 (the "Effective Date") by and
between Arcadia Resources, Inc., a Nevada corporation ("Seller" or "Company"),
and Royal Bank of Canada, by its agent RBC Capital Markets Corporation
("Purchaser"). Seller and Purchaser are sometimes referred to individually as a
"Party" and collectively as the "Parties."

                                    RECITALS

      A. Subject to the terms and conditions of this Agreement, the Company
desires to issue and sell to Purchaser a warrant, in the form attached hereto as
Exhibit A ("Series B-1 Warrant") that would permit the Purchaser to purchase
that number of shares of the Company's common stock, $0.001 par value per share
(the "Common Stock") specified on the last page of this Agreement at an exercise
price of $0.001 per share for the term specified in the Series B-1 Warrant.

      B. Subject to the terms and conditions of this Agreement, the Company
desires to issue and sell to Purchaser a warrant to issue and sell to Purchaser
a Warrant, in the form attached hereto as Exhibit B ("Series B-2 Warrant") that
would permit the Purchaser to purchase that number of shares of Common Stock
specified on the last page of this Agreement at an exercise price of Two and
25/100 ($2.25) Dollars for the term specified in the Series B-2 Warrant.

      C. The Purchaser, which is an accredited investor as that rule is defined
in Rule 501(a) of Regulation D promulgated by the U.S. Securities and Exchange
Commission (the "Commission"), desires to purchase from the Company the Series
B-1 Warrant and Series B-2 Warrant (collectively the "Warrants"), subject to the
terms and conditions of this Agreement. The shares of Common Stock issuable on
exercise of the Warrants are collectively referred to herein as the "Warrant
Shares."

      NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Purchaser and Seller agree as
follows:

      1. SALE OF WARRANTS. Upon execution of this Agreement, Purchaser hereby
agrees to and does purchase from Seller, and Seller hereby agrees to and does
sell to Purchaser, one Series B-1 Warrant and one Series B-2 Warrant per the
specifications set forth on the last page of this Agreement.

      2. PURCHASE PRICE. The purchase price of the Warrants ("Purchase Price")
shall be the amount equal to the product of (a) the number of shares of Common
Stock issuable on exercise of the Series B-1 Warrant multiplied by (b) Two
Dollars and 25/100 ($2.25) Dollars.

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      3. PAYMENT OF PURCHASE PRICE. Contemporaneously with the execution of this
Agreement, the Purchase Price shall be paid in full in U.S. Dollars by certified
check or wire transfer.

      4. ISSUANCE OF WARRANTS. Upon Seller's receipt of payment in full of the
Purchase Price, Seller shall deliver to Purchaser the Series B-1 Warrant and the
Series B-2 Warrant.

      5. ACKNOWLEDGMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF
PURCHASER. Purchaser acknowledges, covenants, represents and warrants to Seller
each of the following:

            (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 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 Warrants
            or the Warrant Shares (collectively the "Securities") as a result of
            any advertisement, article, notice or other communication regarding
            the Warrants 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.

                                  Page 2 of 17
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            (d) INVESTMENT; NO PUBLIC DISTRIBUTION. The Warrants 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.
            Purchaser has no present intention of selling or otherwise
            distributing the Securities, and shall not sell, transfer or
            otherwise distribute any of the Securities except in compliance with
            federal and applicable state laws and regulations promulgated
            thereunder. 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 Securities. Nothing herein shall prevent the distribution
            of any Securities to 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) ACCREDITED INVESTOR STATUS. Purchaser is an "accredited
            investor" as defined in Rule 501(a) of Regulation D promulgated by
            the Commission and has such knowledge, sophistication and experience
            in financial and business matters that Purchaser is capable of
            evaluating the merits and risks of the investment in the Warrants.

            (f) RESIDENCY. Purchaser is a resident of or domiciled in the
            jurisdiction designated on the signature page of this Agreement.

            (g) RELIANCE ON EXEMPTIONS. Purchaser acknowledges that the Warrants
            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 securities laws and that 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 Securities.

            (h) INFORMATION. Purchaser and its advisors, if any, have obtained
            or have been furnished with all publicly available financial,
            operational, business and other data, statements, information and
            materials relating to the business, finances, prospects and
            operations of the Company. The Company or its representatives have
            made available to Purchaser all documents and information that
            Purchaser has requested relating to an investment in the Securities.
            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 Securities 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

                                  Page 3 of 17
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            connection with Purchaser's due diligence review or purchase of the
            Securities. 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 Securities;
            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 Securities.

            (i) 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 Securities or the fairness or suitability of the
            investment in the Securities, nor have such authorities passed upon
            or endorsed the merits of the offering of the Securities.

            (j) 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
            prospective investment in the Securities, and has so evaluated the
            merits and risks of such investment. Purchaser is able to bear the
            financial risk of an investment in the Securities. Purchaser has
            adequate means of providing for its financial needs and
            contingencies while holding the Securities, 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 securities for an indefinite period of time and sustain
            a complete loss of the entire amount of the Securities, 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 Securities.

            (k) 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
            Securities 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.

            (l) UNREGISTERED SECURITIES; REGISTRATION RIGHTS. Purchaser
            understands that the Securities have not been registered under the
            Securities Act of 1933, as amended (the "Securities Act"), or under
            any applicable state securities law, in reliance upon available
            exemptions from registration. Accordingly, Purchaser's right or
            ability to sell, transfer, pledge or otherwise dispose of the
            Securities are severely limited by applicable federal and state
            securities laws. Purchaser understands and agrees that the
            Securities cannot be resold, transferred, other otherwise disposed
            of unless it is registered or unless an exemption from

                                  Page 4 of 17
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            registration is available under the Securities Act and applicable
            state law. In connection with any sale, transfer or other
            disposition of the Securities 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 securities under the Securities
            Act. Purchaser agrees that any removal of the restrictive legend
            from certificates representing the Securities, 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
            Securities except pursuant to either the registration requirements
            of the Securities Act and applicable state law, including any
            applicable prospectus delivery requirements, or an exemption
            therefrom. Except to the extent specified in this Agreement, the
            Company shall have no obligation to register with the Commission or
            any state regulator any secondary (i.e., resale) offering the
            Securities by Purchaser or its permitted transferees. Purchaser
            acknowledges and agrees that it has the financial wherewithal to and
            hereby assumes the risk of non-registration of the resale
            transaction of the Securities.

            (m) RESTRICTIVE LEGEND. Purchaser agrees to the imprinting, so long
            as is required under applicable federal and state securities laws,
            of a legend on each certificate evidencing the Securities in
            substantially the following form:

            THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES
            HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED
            OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
            FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF
            THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE
            ACT.

            Purchaser additionally agrees to the imprinting of such additional
            legends as the Company may reasonably 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.

            (n) NON-PUBLIC INFORMATION. Other than the terms of this Agreement
            which are subject to a confidentiality agreement until public
            announcement by the Company, 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

                                  Page 5 of 17
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            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.

            (o) BROKERS/FINDERS. Except for fees payable by the Company to its
            finder/placement agent, if any, in connection with the sale and
            purchase of the Warrants by Purchaser, 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.

            (p) 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. Purchaser agrees to promptly
            review and comment on any proposed press release which the Company
            furnishes to Purchaser per Section 6(j).

            (q) REPLACEMENT OF CERTIFICATES. Purchaser agrees that if any
            certificate or instrument evidencing any Security 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.

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

            (s) LEGAL, TAXATION AND ACCOUNTING MATTERS. With respect to legal,
            taxation, accounting and other financial considerations involved in
            an investment in the Securities, 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
            Securities, for its particular taxation, accounting, legal and
            financial situation and has determined that the Securities are
            suitable investment for Purchaser.

      6. ACKNOWLEDGMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE
COMPANY. The Company acknowledges, covenants, represents and warrants to
Purchaser each of the following:

                                  Page 6 of 17
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      (a) ORGANIZATION AND QUALIFICATION. The Company 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, except to the extent that the
      failure to be so qualified or in good standing would not have,
      individually or in the aggregate, a Material Adverse Effect. For purposes
      of this Agreement, "Material Adverse Effect" shall mean, as to any entity,
      any material adverse effect on the business, operations, conditions
      (financial or otherwise), assets, results of operations or prospects of
      that entity or of the Company and its subsidiaries as a whole. The
      execution, delivery and performance by the Company of the transactions
      contemplated by this Agreement has been duly authorized by all necessary
      corporate or similar action on the part of the Company.

      (b) AUTHORIZATION AND ENFORCEABILITY. This Agreement and any related
      transaction documents to which it is a party have been duly executed by
      the Company, and when delivered by the Company in accordance with the
      terms hereof, will constitute the valid and legally binding obligation of
      the Company, 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.

      (c) CAPITALIZATION. The authorized and outstanding capitalization of the
      Company is as described in the Company's most recent periodic, current or
      other report or documents filed with the Commission or otherwise disclosed
      to purchaser upon its request. The Company has not issued any capital
      stock since such filing, other than pursuant to the exercise of employee
      stock options under the Company's stock option plans and pursuant to the
      conversion or exercise of Common Stock options, warrants or other rights,
      excluding any issuances of Common Stock or other securities not required
      to be reported on Form 8-K. All shares of the Company's issued and
      outstanding capital stock have been duly authorized, are validly issued
      and outstanding, and are fully paid and nonassessable. There are no
      dividends which have accrued or been declared but are unpaid on the
      capital stock of the Company.

      (d) ISSUANCE OF THE WARRANTS AND THE WARRANTS SHARES. The Warrants and
      Warrant Shares are duly authorized. The Warrant Shares, when issued and
      paid for in accordance with the terms of the Warrant, will be duly and
      validly issued, fully paid and nonassessable, free and clear of all rights
      of third parties, other than any rights created by or imposed on the
      holders thereof through no action of the Company.

      (e) NO CONFLICTS. The execution, delivery and performance of this
      Agreement by the Company and the consummation by the Company of the
      transactions contemplated hereby do not and will not conflict with or
      violate any provision of the Company's certificate or articles of
      incorporation, bylaws or other organizational or charter documents, except
      to the extent that such conflict would not have, individually or in the
      aggregate, a Material Adverse Effect.

                                  Page 7 of 17
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      (f) SEC REPORTS; FINANCIAL STATEMENTS; LIABILITIES.

            (i) The Company has filed all reports required to be filed by it
            under the Securities Act and the Securities Exchange Act of 1934, as
            amended (the "Exchange Act"), including pursuant to Section 13(a) or
            15(d) of the Exchange Act for the 12 months preceding the date
            hereof (the foregoing materials, including the exhibits thereto,
            being collectively referred to herein as the "SEC Reports"). As of
            their respective filing dates, the SEC Reports complied in all
            material respects with the requirements of the Securities Act and
            the Exchange Act, as the case may be, and the rules and regulations
            of the Commission promulgated thereunder, as applicable, and none of
            the SEC Reports, as of their respective filing dates, contained any
            untrue statement of a material fact or omitted to state a material
            fact required to be stated therein or necessary in order to make the
            statements therein, in light of the circumstances under which they
            were made, not misleading.

            (ii) The financial statements of the Company included in the SEC
            Reports comply with applicable accounting requirements and the rules
            and regulations of the Commission with respect thereto as in effect
            at the time of filing. Such financial statements have been prepared
            in accordance with generally accepted accounting principles in the
            United States, applied on a consistent basis during the periods
            involved ("GAAP"), except as may be otherwise specified in such
            financial statements or the notes thereto and except that unaudited
            financial statements may not contain all footnotes required by GAAP,
            subject to normal year-end audit adjustments. Such financial
            statements fairly present in all material respects the financial
            position of the Company and its consolidated subsidiaries, if any,
            as of and for the dates thereof and the results of operations and
            cash flows for the periods then ended, subject, in the case of
            unaudited statements, to normal year-end audit adjustments.

      (g) LITIGATION. The Company has no knowledge of any action, suit, inquiry,
      notice of violation, proceeding or investigation pending or threatened
      against the Company, before or by any court, arbitrator, governmental or
      administrative agency or regulatory authority (federal, state, county,
      local or foreign) which adversely affects or challenges the legality,
      validity or enforceability of this Agreement or any of the Securities.

      (h) LICENSES; COMPLIANCE WITH REGULATORY REQUIREMENTS. The Company holds
      all material authorizations, consents, approvals, franchises, licenses and
      permits required under applicable law or regulation for the operation of
      the business of the Company as presently operated.

      (i) PRIVATE PLACEMENT. Assuming and conditioned on the accuracy of the
      Purchaser's acknowledgements, representations and warranties set forth in
      Section 5, no registration under the Securities Act is required for the
      offer and sale of the Warrants by the Company to the Purchaser as
      contemplated hereby.

                                  Page 8 of 17
<PAGE>

      (j) PRESS RELEASE. Before releasing to the media any news release which
      identifies Purchaser as having acquired the Securities, the Company shall
      furnish Purchaser the opportunity to review and promptly comment on the
      proposed press release.

      (k) REPLACEMENT OF CERTIFICATES. The Company agrees to furnish replacement
      certificates according to the provisions of Section 5(q).

      (l) CONFIDENTIAL INFORMATION. The Company covenants and agrees that (i)
      upon filing of a Current Report on Form 8-K describing the transactions
      contemplated hereby, the Purchaser shall not have received from the
      Company or any other person acting on its behalf any information known or
      believed to constitute material non-public information of the Company,
      other than the terms of this Agreement which are subject to a
      confidentiality agreement until public announcement; and (ii) neither the
      Company nor any other person acting on its behalf will after the date
      hereof provide the Purchaser or its agents or counsel with any information
      that the Company believes constitutes material non-public information,
      unless prior thereto the Purchaser shall have executed a written agreement
      regarding the confidentiality and use of such information. The Company
      understands and confirms that the Purchaser shall be relying on the
      foregoing representations in effecting transactions in securities of the
      Company.

      7. TRANSFER RESTRICTIONS.

      (a) The Securities may only be sold, transferred or otherwise disposed of
      in compliance with the transfer restrictions specified in Section 3.1 of
      the Series B-1 Warrant and B-2 Warrant, respectively.

      (b) Purchaser and all subsequent holders agree to the imprinting, so long
      as is required by the terms of this Agreement and of the Warrants, of a
      legend on any certificates evidencing any of the transferred Securities,
      as required by this Agreement and the Warrants.

      8. REGISTRATION RIGHTS.

      (a) Within sixty (60) days after the date the Company closes the offering
      by which the Purchaser acquired the Warrants or September 30, 2005,
      whichever occurs first, (the "Filing Date") and subject to the
      requirements of the Securities Act and rules of the Commission, the
      Company shall file with the Commission a Form S-1 registration statement
      or pre-effective amendment thereto (or at the Company's election a
      registration statement on such other form as is then available to the
      Company) for the registration for resale of the Securities to be made on a
      continuous basis pursuant to Rule 415 (the "Registration Statement"). This
      provision may be satisfied by the Company furnishing the Commission's
      staff, with the staff's consent, by the Filing Date with proposed
      pre-effective amendments, for the staff's review and comment, prior to the
      filing of the pre-effective amendment itself with the Commission (a
      "Proposed Amendment").

      (b) The Company shall use its best efforts to cause the Registration
      Statement to be declared effective within one hundred eighty (180) days
      after the date the Company closes the offering by which the Purchaser
      acquired the Warrants or September 30, 2005,

                                  Page 9 of 17
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      whichever occurs first (the "Effective Date"). Each day beginning with the
      day the Company furnishes the Commission's staff with a Registration
      Statement or a Proposed Amendment until the day the Commission's staff
      furnishes its response to the Company shall be excluded from the 180 day
      period, unless the Company has not used its best efforts to furnish the
      Commission's staff with a Registration Statement or Proposed Amendments
      reasonably believed to be in material compliance with the Commission's
      rules. Upon Purchaser's request, the Company shall notify Purchaser of the
      dates of such filings and the Commission staff's responses.

      (c) Subject to the terms of this Agreement, the Company shall use its best
      efforts to cause the Registration Statement to remain effective until the
      earlier of (i) the date on which all Securities covered by the
      Registration Statement have been sold to the public pursuant to the
      Registration Statement or (ii) one year after the Effective Date of this
      Agreement or the first date thereafter as of which the reporting
      requirements of Rule 144(c) under the Securities Act have been satisfied
      (the "Registration Effective Period"). Obligations specified herein and in
      Section 9 of this Agreement which by their terms apply to Purchaser or any
      holder of the Securities, shall be binding on Purchaser or any holder.

      (d) Subject to the limitations specified herein and in the event that a
      Registration Statement has not been declared effective on or before the
      Effective Date, the Company shall pay Purchaser, and Purchaser shall
      accept as its sole and exclusive remedy, liquidated damages equal to three
      (3%) Percent of the Purchase Price ("Initial Liquidated Damages"). In
      addition, for each additional thirty (30) days period after the Filing
      Period that the Registration Statement has not yet become effective, the
      Company will pay the Purchaser three-quarters of one percent (0.75%) of
      the Purchase Price for each such thirty (30) day period, except that as
      Warrant Shares become eligible for resale under Rule 144, the pro rata
      portion of the Purchase Price allocated to such Warrant Shares shall be
      excluded from the computation ("Additional Liquidated Damages"). Purchaser
      agrees that the Company shall not be liable for Initial or Additional
      Liquidated Damages in the event that failure to achieve an effective
      Registration Statement by the Effective Date is due to events beyond the
      Company's reasonable control, including the failure of accountants or
      other experts to timely furnish opinions or consents, provided that the
      Company has used its best efforts to timely request such opinions and
      consents and has timely furnished such accountants or other experts with
      all documents or other information which they reasonably require in order
      to furnish such opinions or consents. Upon Purchaser's reasonable request
      and subject to a mutually acceptable confidentiality agreement if
      requested by the Company, the Company shall permit Purchaser to
      communicate with such experts for the purpose of assessing whether the
      Company has utilized its best efforts as required herein.

      (e) Purchaser further agrees and acknowledges that (a) its damages for the
      Company's failure to cause a Registration Statement to become effective by
      the Effective Date are difficult to ascertain, (b) that the Initial
      Liquidated Damages and the Additional Liquidated Damages are intended to
      compensate Purchaser for such failure and not constitute a penalty and (c)
      the Initial Liquidated Damages and the Additional Liquidated Damages shall
      be Purchaser's sole and exclusive remedy, at law or in equity, for the

                                 Page 10 of 17
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      Company's failure to use its best efforts to file and cause a Registration
      Statement to become effective by the Effective Date.

      9. REGISTRATION PROCEDURES. In connection with the Company's registration
obligations hereunder, during the Registration Effective Period, the Company
shall:

      (a) Prepare and file with the Commission such amendments, including
      post-effective amendments, as may be necessary to keep the Registration
      Statement continuously effective as to the Securities for the Registration
      Effectiveness Period.

      (b) Respond as promptly as commercially reasonable to any comments
      received from the Commission with respect to the Registration Statement or
      any amendment thereto.

      (c) Use its commercially reasonable efforts to comply in all material
      respects with the provisions of the Securities Act and the Exchange Act
      with respect to the disposition of Securities covered by the Registration
      Statement during the applicable period in accordance with the intended
      methods of disposition by the holders thereof set forth in the
      Registration Statement as so amended or in such prospectus as so
      supplemented.

      (d) Use its commercially reasonable efforts to avoid the issuance of, or,
      if issued, use such efforts to obtain the withdrawal of, (i) any order
      suspending the effectiveness of the Registration Statement or (ii) any
      suspension of the qualification (or exemption from qualification) of any
      of the Securities for sale in any jurisdiction, at the earliest
      practicable time.

      (e) Furnish Purchaser, without charge upon request, at least one conformed
      copy of each effective Registration Statement and each amendment thereto,
      including financial statements and schedules.

      (f) Deliver to the Purchaser, without charge upon request, one copy of the
      effective prospectus and each amendment or supplement thereto; and the
      Company hereby consents to the use of such prospectus and each amendment
      or supplement thereto by the Purchaser in connection with the offering and
      sale of the Securities covered by such prospectus and any amendment or
      supplement thereto.

      (g) Cooperate with the Purchaser to facilitate the timely preparation and
      delivery of certificates representing Securities to be sold pursuant to a
      Registration Statement, which certificates shall be free, to the extent
      permitted by applicable law and this Agreement, of all restrictive
      legends, and to enable such Securities to be in such denominations and
      registered in such names as the Purchaser may request at least five (5)
      business days prior to any sale of Securities. In connection therewith,
      the Company shall promptly after the effectiveness of the Registration
      Statement cause an opinion of counsel to be delivered to and maintained
      with its transfer agent, together with any other authorizations,
      certificates and directions required by the transfer agent, which
      authorize and direct the transfer agent to issue such Securities without
      legend upon sale by the holder of such shares of Securities under the
      Registration Statement, for such time as the Registration Statement is
      effective.

                                 Page 11 of 17
<PAGE>

      (h) Cause all Securities relating to such Registration Statement to be
      listed or quoted on any United States securities exchange, quotation
      system, market or over-the-counter bulletin board, if any, on which
      similar securities issued by the Company are then listed or quoted.

      (i) Request the Purchaser or its transferee to furnish to the Company
      information regarding the Purchaser or transferee and the distribution of
      such Securities as is required by law or the Commission to be disclosed in
      the Registration Statement, and the Company may exclude from such
      registration the Securities of the Purchaser or its transferee for failure
      to furnish such information within a reasonable time prior to the filing
      of each Registration Statement, supplemented prospectus and/or amended
      Registration Statement.

      (j) Notify Purchaser when the Securities are covered by a Registration
      Statement during the Registration Effectiveness Period at any time when a
      prospectus relating thereto is required to be delivered under the
      Securities Act, of the happening of any event as a result of which the
      prospectus included in such Registration Statement, as then in effect,
      includes an untrue statement of a material fact or omits to state a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading in the light of the circumstances under
      which such statements were made, is outdated, or is otherwise required to
      be amended. Thereafter, the Company shall use commercially reasonable
      efforts to prepare and file with the Commission and furnish to Purchaser
      or its transferee as promptly as commercially practicable a copy of a
      supplement to or an amendment of such prospectus or other such documents
      as may be necessary so that, as thereafter delivered to the holder of such
      Securities, such prospectus shall not include an untrue statement of a
      material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading in the
      light of the circumstances under which such statements were made.

      Purchaser or its transferee agrees that, upon receipt of a notice given by
      the Company of the occurrence of any event of the kind described herein,
      the holder shall discontinue disposition of the Securities under the
      Registration Statement or until the holder's receipt of the copies of the
      supplemented prospectus and/or amended Registration Statement or until it
      is advised in writing by the Company that the use of the applicable
      prospectus may be resumed, and, in either case, has received copies of any
      additional or supplemental filings that are incorporated or deemed to be
      incorporated by reference in such prospectus or Registration Statement.

      (k) If (i) there is material non-public information regarding the Company
      which the Company's Board of Directors (the "Board") reasonably determines
      not to be in the Company's best interest to disclose and which the Company
      is not otherwise required to disclose, or (ii) there is a significant
      business opportunity (including, but not limited to, the acquisition or
      disposition of assets (other than in the ordinary course of business) or
      any merger, consolidation, tender offer or other similar transaction
      available to the Company which the Board reasonably determines not to be
      in the Company's best interest to disclose and which the Company would be
      required to disclose under the Registration Statement, then the Company
      may postpone or suspend filing or effectiveness of a

                                 Page 12 of 17
<PAGE>

      Registration Statement for a period not to exceed thirty (30) consecutive
      days, provided that the Company may not postpone or suspend its obligation
      hereunder for more than sixty (60) days in the aggregate during any 12
      month period.

      (l) All fees and expenses incident to the performance of or compliance
      with the Registration Statement by the Company shall be borne by the
      Company, except as indicated otherwise herein.

      10. INDEMNIFICATION.

      (a) Except as otherwise provided for in Section 8, the Company shall
      indemnify and hold harmless Purchaser from and against any and all losses,
      claims, damages, liabilities, costs (including reasonable attorneys' fees)
      and expenses (collectively, "Losses"), as incurred, arising out of or
      relating to any untrue or alleged untrue statement of a material fact
      contained or incorporated by reference in the Registration Statement, any
      prospectus or any form of prospectus or in any amendment or supplement
      thereto or in any preliminary prospectus, or arising out of or relating to
      any omission or alleged omission of a material fact required to be stated
      therein or necessary to make the statements therein (in the case of any
      prospectus or form of prospectus or amendment or supplement thereto, in
      the light of the circumstances under which they were made) not misleading,
      except to the extent, but only to the extent, that (i) such untrue
      statements or omissions are based solely upon information regarding
      Purchaser furnished in writing to the Company by Purchaser expressly for
      use therein, which information was reasonably relied on by the Company for
      use therein or to the extent that such information relates to (x)
      Purchaser and was reviewed and expressly approved in writing by Purchaser
      expressly for use in the Registration Statement, such prospectus or such
      form of prospectus or in any amendment or supplement thereto or (y)
      Purchaser's proposed method of distribution of Registrable Securities, or
      (ii) the use by Purchaser of an outdated or defective prospectus;
      provided, however, that the indemnity agreement contained herein shall not
      apply to amounts paid in settlement of any Losses if such settlement is
      effected without the prior written consent of the Company, which shall not
      be unreasonably withheld. The Company shall timely notify Purchaser of the
      institution, threat or assertion of any proceeding of which the Company is
      aware which may give rise to the Company's obligations under this
      agreement. Notwithstanding anything in this agreement to the contrary, the
      Seller shall have no obligation to indemnify Purchaser for its damages in
      an amount in excess of the Purchase Price.

      (b) Purchaser and each holder of Registerable Securities shall indemnify
      and hold harmless the Company, its directors, officers, agents and
      employees, from and against all Losses arising out of or based solely upon
      any untrue statement of a material fact contained in the Registration
      Statement, any prospectus, or any form of prospectus, or in any amendment
      or supplement thereto, or arising solely out of or based solely upon any
      omission of a material fact required to be stated therein or necessary to
      make the statements therein (in the case of any prospectus or form of
      prospectus or supplement thereto, in the light of the circumstances under
      which they were made) not misleading, to the extent, but only to the
      extent, that (i) such untrue statement or omission is contained in or
      omitted from any information so furnished in writing by Purchaser or such
      holder to

                                 Page 13 of 17
<PAGE>

      the Company specifically for inclusion in the Registration Statement or
      such prospectus and that such information was reasonably relied upon by
      the Company for use in the Registration Statement, such prospectus, or in
      any amendment or supplement thereto, or to the extent that such
      information relates to (x) Purchaser or such holder and was reviewed and
      expressly approved in writing by Purchaser or such holder expressly for
      use in the Registration Statement, such prospectus, or such form of
      prospectus or in any amendment or supplement thereto or (y) Purchaser's or
      such holder's proposed method of distribution of Registrable Securities or
      the use by Purchaser or a holder of an outdated or defective prospectus;
      provided, however, that this indemnity agreement shall not apply to
      amounts paid in settlement of any Losses if such settlement is effected
      without the prior written consent of the Purchaser or holder, which
      consent shall not be unreasonably withheld.

      (c) Except as otherwise provided for in Section 8, the Company agrees to
      indemnify and hold harmless the Purchaser and its officers, directors,
      employees, shareholders, partners, members, agents, successors and assigns
      from and against any losses, damages, or expenses which are caused by or
      arise out of any breach or default in the performance by the Company of
      any covenant, representation, warranty or agreement made by the Company in
      this Agreement and the Warrants, and any and all third party actions,
      suits, proceedings, claims, demands, judgments, costs and expenses
      (including reasonable legal fees and expenses) incident to any of the
      foregoing.

      (d) The Purchaser agrees to indemnify and hold harmless the Company and
      its officers, directors, employees, shareholders, partners, members,
      agents, successors and assigns from and against any losses, damages, or
      expenses which are caused by or arise out of any breach or default in the
      performance by the Purchaser of any covenant, representation, warranty or
      agreement made by the Purchasers in this Agreement and the Warrants, and
      any and all third party actions, suits, proceedings, claims, demands,
      judgments, costs and expenses (including reasonable legal fees and
      expenses) incident to any of the foregoing.

      11. GOVERNING LAW AND ARBITRATION. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, notwithstanding
the fact that either Party is or may hereafter become domiciled or located in a
different state or country. 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.

      12. SUCCESSORS BOUND BY AGREEMENT. This Agreement shall be binding upon
and inure to the benefit of the Parties and their respective successors and
permitted assigns. Purchaser may not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the Company, which
may be withheld. This Agreement is intended for the

                                 Page 14 of 17
<PAGE>

benefit of the Parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

      13. WAIVER. The waiver of a breach of any provision of this Agreement by
any Party shall not operate or be construed as a waiver of any subsequent
breach. Each and every right, remedy and power granted herein to any Party or
allowed by law or equity shall be cumulative and not exclusive of any other. No
waiver shall be effective unless signed in writing by the Party against whom it
is sought to be enforced.

      14. AMENDMENT OF AGREEMENT. This Agreement may be altered or amended in
any of its provisions only by the written agreement of the Parties hereto.

      15. INTERPRETATION OF AGREEMENT. This Agreement and the Warrants
constitute the entire agreement between the Parties with respect to the subject
matter hereof and supersedes any and all other prior or contemporaneous
agreements, either oral or written, between the Parties with respect to the
subject matter hereof. This Agreement, or any facsimile hereof, may be executed
by any number of counterparts, each of which shall constitute an original
agreement, and all of which shall constitute one and the same instrument.
Headings herein are for convenience only and shall not be deemed to limit or
affect any of the provisions hereof.

      16. SURVIVAL OF COVENANTS, REPRESENTATIONS, WARRANTIES AND INDEMNITIES.
All covenants, acknowledgements, representations, warranties and indemnities
contained herein shall survive the execution and delivery of this Agreement.

      17. FORCE MAJEURE. If and to the extent that either Party's performance of
any of its obligations pursuant to this Agreement is prevented, hindered or
delayed by fire, flood, earthquake, elements of nature or acts of God, acts of
war, terrorism, riots, civil disorders, rebellions, electrical outages or
revolutions or for any other similar reason which is not within the control of
the Party whose performance is interfered with, (each, a "Force Majeure Event"),
and such non-performance could not have been prevented by reasonable
precautions, then the non-performing Party shall be excused from any further
performance of those obligations for as long as such Force Majeure Event
continues and such Party continues to use its best efforts to recommence
performance whenever and to whatever extent possible without delay, including
through the use of alternate sources, work around plans or other means. The
Party whose performance is prevented, hindered or delayed by a Force Majeure
Event shall immediately notify the other Party of the occurrence of the Force
Majeure Event and describe in reasonable detail the nature of the Force Majeure
Event (to be confirmed in writing within five (5) days of the inception of such
delay).

      18. SEVERABILITY. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be modified to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

      19. HEADINGS. The headings used in this Agreement are for the convenience
of reference only and shall not, for any purpose, be deemed a part of this
Agreement.

                                 Page 15 of 17
<PAGE>

      20. NOTICE. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder, unless otherwise stated, shall
be in writing and shall be deemed given and effective on the earlier of (i) the
date of transmission, if such notice or communication is delivered via facsimile
at the facsimile telephone number specified for notice prior to 5:00 p.m., New
York City time, on a business day, (ii) the next business day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Business Day
or later than 5:00 p.m., New York City time, on any date and earlier than 11:59
p.m., New York City time, on such date, (iii) the business day following the
date of mailing, if sent by nationally recognized overnight courier service such
as Federal Express or (iv) actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be with
respect to Purchaser at its address set forth on the last page of this
Agreement, or with respect to the Company, addressed to:

                  Arcadia Resources, Inc.
                  26777 Central Park Boulevard, Suite 200
                  Southfield, Michigan 48076
                  Attention: Chairman and CEO
                  Tel. No.: (248) 352-7530
                  Facsimile No.: (248) 352-7534

                  With a copy to:

                  Kerr, Russell & Weber, PLC
                  500 Woodward Ave., Suite 2500
                  Detroit, Michigan 48226
                  Attention: Patrick J. Haddad, Esq.
                  Tel. No.: (313) 961-0200
                  Facsimile No.: (313) 961-0388

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have designated in writing to the other parties hereto
by such notice.

                         SIGNATURES APPEAR ON NEXT PAGE

                                 Page 16 of 17
<PAGE>

      The Parties hereto have executed and delivered this Stock Purchase
Agreement as of the Effective Date written above.

SELLER:

ARCADIA RESOURCES, INC.,
a Nevada corporation

By:  /s/  John E. Elliott, II
     ---------------------------

Its: Chairman and CEO

PURCHASER:

ROYAL BANK OF CANADA,
BY ITS AGENT RBC CAPITAL MARKETS CORPORATION

By:  /s/ Josef Muskatel
     ---------------------------

Its: Director and Senior Counsel

By:  /s/ Steven C. Miller
     ---------------------------
Its:  Managing Director

FEIN: _____________________________________

Mailing Address for Securities Certificates:

One Liberty Plaza
165 Broadway
New York, NY 10006
Attn: Joe Muskatel, Esq.

Number of Shares Issuable on
exercise of Series B-1 Warrant: 8,888,889

Number of Shares Issuable on
exercise of Series B-2 Warrant: 3,111,111

Total Purchase Price: $20,000,000 and No/100

Expiration Date of Terms of Warrants: September 26, 2009

                                 Page 17 of 17