exv10w46






Exhibit 10.46




Promissory Note




THIS NOTE MAY NOT BE ASSIGNED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS
PROVIDED HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE STATE SECURITIES LAWS, AND NO OFFER, TRANSFER OR ASSIGNMENT OF THIS NOTE MAY BE
MADE IN THE ABSENCE OF SUCH REGISTRATIONS OR UNLESS EXEMPTIONS FROM SUCH REGISTRATIONS ARE
AVAILABLE.




UNSECURED PROMISSORY NOTE




			
	 	 	 
	$593,333
	 	Dated: April 4, 2011






FOR VALUE RECEIVED, Arcadia Resources, Inc., a Nevada corporation (“Maker”), hereby
promises to pay, in lawful money of the United States of America and in immediately available
funds, to the order of BestCare Travel Staffing, LLC, a Kentucky limited liability company (the
“Holder”), at the address specified in Section 8 herein, or at such other place as
Holder may direct, the principal amount of Five Hundred Ninety-Three Thousand Three Hundred
Thirty-Three Dollars ($593,333) (the “Principal”), together with Interest (as defined
below) thereon, at the time and in the manner set forth below.



1. Principal and Interest Payments. Principal and Interest (as defined below) under
this Note shall be payable as follows:




(a) The unpaid Principal balance and all Interest thereon shall be due and payable in
full on April 4, 2012 (the “Maturity Date”).




(b) Interest shall be computed using the per annum rate of 10% (“Interest”).
Interest shall be computed on the basis of an assumed year of 360 days for the actual number
of days such Principal amount is outstanding. Interest will be paid monthly on the first
day of the month beginning May 1, 2011 for interest earned in the previous month.



2. Prepayment. Maker may prepay all or any portion of the unpaid balance of the
Principal hereof, without premium or penalty; provided, however, that all sums
received shall be applied first to the payment of Interest and then to the retirement of Principal.



3. Acceleration. Maker will pay the outstanding balance in full upon the occurrence
of: a) the sale of Arcadia Services, Inc. (wholly-owned subsidiary of Maker) through a stock or
asset transaction, or any other transaction involving the sale of its home care and staffing
business or b) a Significant Financing Transaction. A Significant Financing Transaction is defined
as an equity or debt transaction, or a sale of assets, whereby Maker raises in excess of $5,000,000
in cash proceeds.



4. No Security. This Note is not secured by any assets or right to assets of Maker or
any of its affiliates.


 


 









 





5. Events of Default. The following shall constitute an “Event of Default”
hereunder:




(a) Maker fails to pay any Principal, Interest or other amount payable under this Note
when due.




(b) Maker becomes insolvent or generally fails to pay, or admits in writing Maker’s
inability to pay, its debts as they become due; or Maker applies for, consents to or
acquiesces in the appointment of a trustee, receiver or other custodian for Maker or any
property or assets of Maker, or makes a general assignment for the benefit of creditors; or,
in the absence of such application, consent or acquiescence, a trustee, receiver or other
custodian is appointed for Maker or for a substantial part of the property or assets of
Maker and is not discharged within thirty (30) days; or any bankruptcy, reorganization, debt
arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any
dissolution or liquidation proceeding, is commenced in respect of Maker and if such case or
proceeding is not commenced by Maker it is consented to or acquiesced in by Maker or if such
case or proceeding is not vacated, stayed or dismissed within thirty (30) days of such
commencement.



6. Remedies Upon an Event of Default. Upon the occurrence of an Event of Default, the
entire unpaid Principal balance of this Note, together with all accrued and unpaid Interest
thereon, shall, in the case of Section 5(a), at the election of Holder, and, in the case of
Section 5(b), automatically, become immediately due and payable. All amounts payable by
Maker to Holder under this Note shall be without relief from valuation and appraisement laws. The
rights and remedies of Holder stated herein are cumulative to and not exclusive of any rights or
remedies otherwise available to Holder. In the event Holder is required to commence any cause of
action or legal proceeding to collect payment of this Note when due, Maker shall reimburse Holder
for its reasonable attorneys fees and court costs in connection with such action or proceeding.



7. Assignability. Maker may not assign this Note or any rights or duties hereunder
without Holder’s prior written consent, which consent shall not be unreasonably withheld, and any
prohibited assignment shall be voidable at Holder’s election. This Note will benefit and bind the
permitted successors and assigns of the parties.



8. Notices. All notices, requests, demands and other communications under this Note
shall be in writing and shall be deemed to have been duly given on the date of service if served
personally on the party to whom notice is to be given, or on the date of receipt by the party to
whom notice is to be given if transmitted to such party by facsimile, provided a copy is mailed as
set forth below on date of transmission, or on the third day after mailing if mailed to the party
to whom notice is to be given by registered or certified mail, return receipt requested, postage
prepaid, to the following addresses:




If to Maker, to:




Arcadia Resources, Inc.

9320 Priority Way West Drive



Indianapolis,
Indiana 46240


If to Holder, to:




BestCare Travel Staffing, LLC

11190 Bellesville Pike

Columbus, IN 47201



 


 









 







9. Miscellaneous.




(a) This Note shall in all respects be governed by and construed in accordance with the
laws of the State of Indiana without regard to conflicts of law principles.



(b) The undersigned hereby irrevocably consents to the jurisdiction and venue of the
courts of the State of Indiana and the United States District Court for the Southern
District of Indiana, in either case sitting in Marion County, Indiana, with respect to any
and all actions related to this Note or the enforcement of this Note and hereby irrevocably
waives any and all objections thereto. MAKER HEREBY KNOWINGLY AND VOLUNTARILY WITH THE
BENEFIT OF COUNSEL WAIVES TRIAL BY JURY IN ANY ACTIONS, PROCEEDINGS, CLAIMS OR
COUNTER-CLAIMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, AT LAW OR IN EQUITY, ARISING OUT
OF OR IN ANY WAY RELATING TO THIS NOTE.



(c) Holder shall not (by act, delay, omission or otherwise) be deemed to have waived
any of its rights or remedies hereunder, or any provision hereof, unless such waiver is in
writing signed by Holder, and any such waiver shall be effective only to the extent
specifically set forth therein; and a waiver by Holder of any right or remedy under this
Note on any one occasion shall not be construed as a bar to or waiver of any such right or
remedy which Holder would otherwise have had on any future occasion.



(d) Wherever possible, each provision of this Note which has been prohibited by or held
invalid under applicable law shall be ineffective to the extent of such prohibition or
invalidity, but such prohibition or invalidity shall not invalidate the remainder of such
provision or the remaining provisions of this Note.



(e) Wherever in this Note reference is made to Maker or Holder, such reference shall be
deemed to include, as applicable, a reference to their respective successors and assigns,
legatees, heirs, executors, administrators and legal representatives, as applicable, and, in
the case of Holder, any future holder of this Note, in any case as permitted by this Note.
This Note may not be assigned by Maker without Holder’s prior written consent.


 


 









 





(f) Maker waives presentment for payment, protest and demand, notice of protest, demand
and of dishonor and nonpayment of this Note, notice of acceptance of this Note by Holder,
and all other notice and filing of suit or diligence in collecting this Note.



(g) Time is of the essence in the performance of this Note.



(h) The obligation’s under this Note are absolute and unconditional and are not subject
to any defense, set-off, counterclaim, rescission, recoupment or adjustment whatsoever.



[Signature Page Follows]



 


 









 








IN WITNESS WHEREOF, the undersigned have executed, acknowledged, sealed and delivered
this Note as of the day and year first above written.



	 	 	 	 	 
	 	“MAKER”


ARCADIA RESOURCES, INC.

 	 
	 	By:  	/s/ Marvin Richardson
 	 
	 	 	Name:  	Marvin Richardson 	 
	 	 	Title:  	Chief Executive Officer & President 	 



Accepted and Agreed to:




“HOLDER”




BESTCARE TRAVEL STAFFING, LLC




	 	 	 	 	 

	By:

	 	/s/ Vicki R. Zeller
 

Printed: Vicki R. Zeller
	 	 
	 

	 	Title: President