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EXHIBIT 10.1
 ACT .
 ARCADIA RESOURCES, INC.
PROMISSORY NOTE
 $15,000,000.00
    
    June 29, 2006
  1.
    
    Payment of Principal and Interest.
 1.1
    
    The principal amount of this Note outstanding
from time to time shall bear simple interest at
the annual rate (the Note Rate) equal to the
One Year Libor Rate (as such rate is published
in the Wall Street Journal) plus seven and one
half percent (7.5%) from the date hereof until
the entire principal balance due under this
Note has been paid in full.1.2
    
    The unpaid principal balance shall be due and
payable on December 26, 2007 (Maturity Date).
Accrued unpaid interest on the unpaid
principal balance due under this Note at the
Note Rate shall be due and payable on the
following dates: September 30, 2006; December
31, 2006; March 31, 2007; June 30, 2007;
September 30, 2007; and the Maturity Date.1.3
    
    If Payor prepays any portion of the principal amount due under this Note
on or before December 30, 2006 (Permitted Prepayment Date), together
with the unpaid interest thereon accrued through the date of such
prepayment, Payor shall pay a prepayment fee equal to the One Year Libor
Rate (as such rate is published in the Wall Street Journal on the date
of such prepayment) plus one and one-half percent (1.5%).
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1.4
    
    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.1.5
    
    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, 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.
    
    Intentionally Omitted
 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;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 Payors earnings before interest, taxes,
depreciation and amortization (EBITDA) for the fiscal year ending
March 30, 2007 is greater
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than Eleven Million Dollars ($11,000,000) or
Payee otherwise gives its written consent;4.4
    
    Payor and its subsidiaries will not engage in sale/lease back
transactions wherein real or 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
    
    Payor and its subsidiaries will not: (i) 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 together
with such existing debt of Payor and its subsidiaries would exceed
Twenty Five Million Dollars ($25,000,000), without Payees consent or
(ii) 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;4.8
    
    Payor and its subsidiaries will utilize the proceeds of any sale of any
of real or personal property 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 use Fifty Percent (50%) of the net cash
proceeds from any sale of equity securities in a public or private
placement capital raise offering to repay the debt under this Note;4.10
    
    Payor and its subsidiaries will at all times maintain, preserve, protect
and keep
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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;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; and4.13
    
    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; or5.2
    
    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; or5.3
    
    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; or5.4
    
    Payor admits in writing its inability to pay its debts as they mature; or5.5
    
    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 ; or5.6
    
    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
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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 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; or5.8
    
    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; or5.9
    
    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 5.3above) 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.
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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 an
acquiescence in any default, nor shall any 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.
    
    Intentionally Deleted.9.
    
    Intentionally Deleted.10.
    
    Intentionally Deleted.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.
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ARCADIA RESOURCES, INC.By:
    
    /s/ John E. Elliott, IIJohn E. Elliott, IIIts:
    
    Chief Executive Officer
  JANA MASTER FUND, LTD.By:
    
    Its Investment Advisor, JANA Partners LLCBy:
    
    /s/ Marc Lehmann

   Marc LehmannIts:
    
    Partner
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