AGREEMENT FOR SALE AND PURCHASE OF ASSETS AND COVENANT NOT TO COMPETE

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                                                                    Exhibit 10.2

                    AGREEMENT FOR SALE AND PURCHASE OF ASSETS
                           AND COVENANT NOT TO COMPETE

     THIS AGREEMENT is made as of the 1st day of September, 2007, by and between
BEACON RESPIRATORY SERVICES OF COLORADO, INC., a Delaware corporation (the
"Seller"), an address of which is c/o Arcadia Resources, Inc., 26777 Central
Park Blvd., Southfield, MI 48706, and ALLCARE, INC., a Colorado corporation (the
"Buyer"), an address of which is c/o Aerocare Holdings, Inc., 3325 Bartlett
Blvd., Orlando, Florida 32811.

                                   WITNESSETH:

     WHEREAS, the Seller operates a durable medical equipment and respiratory
therapy business in the State of Colorado (all of the business lines of the
Seller are collectively herein referred to as the "Business"); and

     WHEREAS, the Buyer desires to purchase from the Seller substantially all of
the assets of the Business (together as herein described and described in
Section 1 sometimes referred to as the "Assets"), including but not limited to
all personal property, inventory and fixed assets, motor vehicles, contracts,
franchise agreements, machinery and equipment (including leased equipment under
any operating leases specifically assumed herein by the Buyer), office
equipment, computer equipment and software, and furniture, furnishings and
fixtures, plus all of the Seller's rights in: (a) all of the intangible assets
of the Business listed on the Schedule of Intangible Assets and Telephone
Numbers attached hereto as EXHIBIT 1-C1; (b) the telephone numbers listed on the
Schedule of Intangible Assets and Telephone Numbers attached hereto as EXHIBIT
1-C1; (c) the Patients' List of the Business with information current at least
through July 31, 2007 (the "Patients' List of the Business") attached hereto as
EXHIBIT 1-C2; (d) all of the Seller's prepaid assets and non-bank deposits; (e)
the "Included Revenues" of the Business as defined below; and (f) all other
assets of any kind utilized by Seller in the Business, whether in existence as
of the Closing Date or acquired or on hand at any time thereafter, including but
not limited to all other assets owned by Seller, and any other assets disclosed
in Seller's Financial Statements. Expressly excluded from the Assets
(collectively, the "Excluded Assets") are accounts receivable of the Business
representing billing for sales up to but not after August 31, 2007, billing for
rental patients up to but not after August 16, 2007 and billing for new rental
setups up to but not after August 16, 2007, the cash and bank deposits of the
Business, and any other assets which the Buyer and Seller deem to be "Excluded
Assets" by the inclusion of such assets on the Schedule of Excluded Assets
attached hereto as EXHIBIT 1-C3. Buyer also desires to purchase from the Seller,
and the Seller desires to sell to Buyer, that certain covenant not to compete as
described elsewhere in this Agreement (the "Covenant Not to Compete").

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


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     1. Sale of Assets and Covenant Not to Compete. The Seller shall as of the
Closing Date referred to below, sell, assign and transfer to the Buyer all of
the Seller's Assets, including but not limited to:

          a. Inventory and Fixed Assets. All of the Seller's rights, title and
interest in the inventory and fixed assets of the Business, including but not
limited to those set forth on the Schedule of Inventory and Fixed Assets
attached hereto as EXHIBIT 1-A;

          b. Motor Vehicles. All of the Seller's rights, title and interest in
the motor vehicles of the Business, including but not limited to those set forth
on the Schedule of Motor Vehicles attached hereto as EXHIBIT 1-B;

          c. Other Assets. All of the Seller's rights, title and interest in all
contracts, franchise agreements, machinery and equipment (including leased
equipment under any operating leases specifically assumed herein by the Buyer),
office equipment, computer equipment and software, and furniture, furnishings
and fixtures of the Business, plus all of the Seller's rights in: (a) all of the
intangible assets of the Business listed on the Schedule of Intangible Assets
and Telephone Numbers attached hereto as EXHIBIT 1-C1; (b) the telephone numbers
listed on the Schedule of Intangible Assets and Telephone Numbers attached
hereto as EXHIBIT 1-C1; (c) the Patients' List of the Business attached hereto
as EXHIBIT 1-C2; (d) all of the Seller's prepaid assets and non-bank deposits;
(e) any and all revenues of the Business resulting from: (1) sales of the
Business after August 31, 2007, (2) billings pertaining to rental patients after
August 16, 2007, and (3) billings pertaining to new rental setups after August
16, 2007 (collectively, the "Included Revenues"), and (f) all other assets of
any kind utilized by Seller in the Business, whether in existence as of the
Closing Date or acquired or on hand at any time thereafter, including but not
limited to all other assets owned by Seller, and any other assets disclosed in
Seller's Financial Statements. The Excluded Assets listed on the Schedule of
Excluded Assets attached hereto as Exhibit 1-C3 are not being sold by this
Agreement. In the event any person or entity asserts a claim that any Assets
purchased by Buyer hereunder are not owned by Seller, Seller shall be solely
responsible for satisfying such claim by use of the proceeds of the Purchase
Price for that purpose; and

          d. Covenant Not to Compete. Grant to Buyer, the Covenant Not to
Compete.

     2. Purchase Price Provisions.

          a. Purchase Price. The purchase price for the Assets and the Covenant
Not to Compete (the "Purchase Price") shall be One Million Two Hundred Thousand
Dollars ($1,200,000), less Forty-Eight Thousand Dollars ($48,000) ),
representing the amount owed by the Seller to Steven Richards & Associates, Inc.
on the Closing Date (the "SRA Commission Obligation"), which amount shall be
paid by Buyer to Steven Richards & Associates, Inc. by wired funds delivered to
Steven Richards & Associates, Inc. on the Closing Date (or on the next banking
day following the Closing Date if all documents contemplated to be executed at
Closing were fully executed after 12:01 p.m., E.D.T. on the Closing Date). The
SRA Commission Obligation to be paid on the Closing Date does not include any
commission payable by Seller to Steven Richards & Associates, Inc. after the
Closing Date. The net Purchase Price shall be payable pursuant to Section 2.b
hereof. Seller represents and warrants that no payoff is required to be made at
Closing with respect to Seller's obligations for assumed leases and other


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obligations for the reason that the amount of such obligations as of the Closing
Date is Zero Dollars ($-0-) as more specifically described on the Schedule of
Assumed Leases and Other Obligations attached hereto as EXHIBIT 2-A1.

The Purchase Price shall be allocated among the Assets and the Covenant Not to
Compete on a post-Closing basis with the agreed upon allocation set forth on an
Allocation Schedule to be attached hereto as EXHIBIT 2-A2. The Buyer and Seller
shall jointly prepare and agree to an allocation of the Purchase Price no later
than by September 30, 2007.

          b. Method of Payment. The net Purchase Price will be paid by Buyer to
Seller on the Closing Date (or on the next banking day following the Closing
Date if all documents contemplated to be executed at Closing were fully executed
after 12:01 p.m., E.D.T., on the Closing Date) by wired funds to Seller's
designated account number as set forth on the Schedule of Wire Instructions
attached hereto as EXHIBIT 2-B.

          c. Indemnity Against Creditors Claims; Limited Assumption of
Liabilities. Seller warrants and represents to Buyer that this Agreement is not
subject to any bulk sales requirements, and Seller shall indemnify Buyer against
all costs and expenses in the event Buyer is required to pay any claim, debt or
demand of or against Seller relating thereto. The Seller represents that, as of
the Closing Date, there are no liens, encumbrances or security interests on any
of the Assets. Notwithstanding anything contained in this Agreement to the
contrary, the Buyer expressly states that it is assuming no existing liabilities
or obligations of any kind in connection with its purchase of the Assets except
for the obligations of Seller after August 31, 2007 under that certain Business
Lease dated February 21, 2005 (pertaining to the building space having a street
address of 955 East 58th Avenue, Unit O, Denver, Colorado 80216), between the
Seller and Ogden North Enterprises, LLC (the "Denver Landlord"), a copy of which
is attached hereto as part of EXHIBIT 2-C, with such assumption contingent upon
the execution by the Seller of that certain related Assignment of Lease dated as
of September 1, 2007, and the execution by the Denver Landlord of that certain
related Landlord's Consent.

     3. Effective Date; Closing Date. The effective date for the transactions
contemplated under this Agreement will be 12:01 a.m. on September 1, 2007 (the
"Effective Date"). The date upon which this Agreement and the other documents
contemplated hereby are to be executed by the parties hereto or thereto is
hereinafter referred to as the "Closing" or "Closing Date." Closing shall take
place at such time and place or in such a manner as may be agreed upon by the
parties. Buyer shall be entitled to the Included Revenues and to all other
revenues generated by the Assets on and after the Effective Date.

     4. Instruments of Conveyance and Transfer. At the Closing:

          a. The Seller will deliver to the Buyer on the Closing Date, such
bills of sale, assignments and other good and sufficient instruments of
conveyance and transfer in form sufficient to sell, assign and transfer the
Assets, such documents to contain full warranties of title, and which documents
shall be effective to vest in the Buyer good, absolute, and marketable title to
the Assets of the Business being transferred to the Buyer by Seller, free and
clear of all liens, charges, encumbrances and restrictions of any kind.


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          b. Simultaneously with such delivery, the Seller will take all steps
as may be requisite to put the Buyer in actual possession, operation and control
of the Assets to be transferred hereunder.

     5. Sales and Transfer Taxes Fees. All applicable sales, transfer, use,
filing and other taxes and fees that may be due or payable as a result of the
conveyance, assignment, transfer or delivery of the Assets of the Business to be
conveyed and transferred as provided herein, whether levied on the Seller or the
Buyer, shall be borne by the Buyer, and the Buyer indemnifies the Seller in the
event the Seller incurs expenses pertaining to such taxes and fees.

     6. Certain Seller Covenants Through the Closing Date; Certifications of
Seller at Closing.

          a. Certain Seller Covenants Through the Closing Date. From July 31,
2007 until the Closing Date, the Seller: (i) used Seller's best efforts to
conduct the Business in a reasonable and prudent manner in accordance with past
practices; (ii) did not engage in any transactions out of the ordinary course of
business; (iii) used Seller's best efforts to preserve the existing business
organization of the Seller and the Seller's relations with its employees,
customers, franchisors, suppliers and others with whom it has a business
relationship; (iv) used Seller's best efforts to preserve and protect the
Seller's Assets; (v) did not sell, encumber or dispose of any of Seller's
assets, except such as are retired or replaced in the ordinary course of
business; (vi) conducted Seller's business in compliance with all applicable
laws and regulations; (vii) did not make any distributions to any of the
shareholders or unit holders of the Seller, or make either interest or principal
payments on shareholder, unit holder or related party notes or loans, or make
any other withdraws other than in the ordinary course of business, unless
disclosed to and approved in writing by the Buyer; (viii) did not pay any
bonuses or make any salary or wage increases to employees of the Seller, unless
disclosed to and approved by the Buyer; and (ix) took no actions which might be
adverse to the interests of the Seller, the Buyer, or the Business.

          b. Certifications of Seller At Closing. The Seller hereby certifies
that, during the period from July 31, 2007 through the Closing Date:

               i.    There has been no material deterioration or other material
                     adverse effect to the Assets being acquired or operating
                    results of Seller and there has been no material adverse
                    change in the financial affairs of Seller which has not been
                    disclosed to the Buyer in writing prior to the Closing Date
                    and that none is anticipated subsequent to the Closing Date.

               ii.   Seller has all permits, licenses, consents, certificates and
                    approvals required by all federal, state and local
                    governmental agencies to operate its businesses and to use
                    its assets for the intended purposes of such assets.

               iii. Except as disclosed in the exhibits hereto, there are no
                    management, service, supply, maintenance or other contracts
                    or


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                    agreements which are applicable to or affect the assets of
                     the Seller or the operation of the Business.

     7. Representations and Warranties by Seller. The Seller represents and
warrants to Buyer that each of the following representations and warranties is
true and correct as of the Effective Date and again as of the Closing Date, and
are made with the full understanding that such representations and warranties
constitute a material inducement to Buyer to enter into the transactions
contemplated hereby:

          a. Organization of Seller; Qualification; Power and Authority. The
Seller is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, with all requisite corporate power and
authority to carry on its business as presently conducted, and is registered or
qualified to do business in all jurisdictions where the nature of its business
requires such registration or qualification, except where failure to be so
qualified could not have a material adverse affect on the Business, the Assets
or its results of operations, prospects or conditions (financial or otherwise).
The Seller is not in default under any provisions of its Articles of
Incorporation, as amended, or its By-laws, as amended. The Seller has no
subsidiaries and has no direct or indirect equity interest in any other firm,
corporation, company or business enterprise. Marvin R. Richardson is the
President and a Director of the Seller. Lynn K. Fetterman is the
Secretary/Treasurer and a Director of the Seller. Arcadia Products, Inc., a
Delaware corporation, is the sole stockholder of the Seller and is the holder of
all of the equity ownership interest in the Seller. Arcadia Resources, Inc., a
Nevada corporation, is the ultimate parent corporation of Arcadia Products, Inc.

          b. Corporate Acts and Proceedings; Valid and Binding Obligations. The
sale and transfer of the Assets by the Seller, as provided for in this
Agreement, have been approved and consented to by the Board of Directors of the
Seller, and all actions required by any applicable law by the stockholders of
the Seller, if any, with regard to such sale or transfer of the Assets by
Seller, have been appropriately authorized and accomplished. This Agreement and
all other agreements contemplated hereby have been duly and validly executed and
delivered by Seller and, assuming this Agreement and the agreements contemplated
hereby constitute the valid and binding obligation of Buyer, will constitute
valid and binding obligations of Seller enforceable against Seller in accordance
with each agreement's terms, except to the extent that such enforcement may be
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights
generally, and the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought.

          c. Related Party Obligations; Certain Distributions.

                i. Except as set forth in the Schedule of Related Party
Obligations and Certain Distributions attached hereto as EXHIBIT 7-C, there are
no outstanding or unpaid loans or other obligations to or from stockholders,
members, unit holders, directors, officers, managers or any other affiliate or
related entity, except for compensation paid by the Seller to employees in the
ordinary course of business.


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               ii. Except as set forth in the Schedule of Related Party
Obligations and Certain Distributions attached hereto as EXHIBIT 7-C, the Seller
has not made any payments, dividends or other distributions to any stockholders,
members, unit holders, directors, officers, managers or any other affiliate or
related entity between July 31, 2007 and the Closing Date.

          d. Financial Statements. Seller has furnished Buyer with balance
sheets of the Seller (collectively, the "Balance Sheets") dated December 31,
2006, January 31, 2007, February 28, 2007, March 31, 2007, April 30, 2007, May
31, 2007, June 30, 2007 and July 31, 2007 (the July 31, 2007 date is sometimes
herein referred to as the "Last Balance Sheet Date"), and the related statements
of income for the Seller (collectively, the "Income Statements") for the periods
ended December 31, 2006, January 31, 2007, February 28, 2007, March 31, 2007,
April 30, 2007, May 31, 2007, June 30, 2007 and July 31, 2007, copies of which
are attached hereto as EXHIBIT 7-D (the Balance Sheets and Income Statements are
collectively referred to herein as the "Financial Statements"). The Financial
Statements: (i) are in accordance with the books and records of the Seller; (ii)
fairly represent the financial condition of the Seller at such date and the
results of its operations for the periods specified; (iii) were prepared on a
basis consistent with prior accounting periods; (iv) with respect to all
contracts and commitments of the Seller, reflect adequate reserves for all
reasonably anticipated losses and costs in excess of anticipated income; and (v)
with respect to the Balance Sheets, disclose all of the debts, liabilities and
obligations of any nature (whether absolute, accrued, contingent, or otherwise)
of the Seller at the Last Balance Sheet Date and include the appropriate
reserves for all taxes and other accrued liabilities, except that certain
contingent liabilities, if not disclosed on the Balance Sheets, shall be
considered to be disclosed pursuant to this subsection, if disclosed on an
Exhibit to this Agreement. The Seller covenants and agrees to deliver to Buyer,
post-Closing, the balance sheet of the Seller and the related statement of
income for the month ended August 31, 2007, promptly following completion of
such financial statements by Seller but in no event later than September 30,
2007.

          e. Existing Obligations. All of the debts, liabilities and obligations
of the Seller are listed on the Schedule of Liabilities attached hereto as
EXHIBIT 7-E and such schedule accurately reflects all of the Seller's "Existing
Obligations" (as hereinafter defined) as of the Closing Date. The term "Existing
Obligations" shall mean and refer to all of the Seller's debts, liabilities and
obligations of any nature (whether absolute, accrued, contingent, or otherwise)
on the Closing Date, including but not limited to any and all accounts payable,
trade payables, lease obligations, indebtedness for borrowed money, accrued
interest, contractual obligations, etc. The Seller warrants and represents that
the aggregate amount of the Existing Obligations is not in excess of Zero
Dollars ($-0-) as of the Closing Date. The Seller acknowledges that the purchase
price for the Assets is based on the accuracy of Seller's representations and
warranties contained in this Agreement, including but not limited to the
Seller's representations and warranties contained in this subsection. Seller
shall continue to be liable for all Existing Obligations and shall pay in full,
no later than the Closing Date, any and all Existing Liabilities including any
Existing Obligations which encumber any of the Assets. Promptly upon payment of
any Existing Obligations which encumber any of the Assets, Seller shall obtain
and cause to be filed of public record, all releases and terminations necessary
to extinguish all liens of record encumbering the Assets.

          f. Undisclosed Liabilities. The Seller has no debt, liability or
obligation of any kind (and, to the knowledge of Seller, there are no facts in
existence as of the Closing Date


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that could reasonably be expected to result in any present or future action,
suit, proceeding, hearing, investigation, charge, complaint, claim or demand
against the Seller that would give rise to any debt, liability or obligation),
whether accrued, absolute, contingent or otherwise, including, without
limitation any liability or obligation on account of taxes or any governmental
charge or penalty, interest or fine, except liabilities incurred after July 31,
2007 in the ordinary course of business that did not, individually or in the
aggregate, have a material adverse effect on the Business, assets, results of
operations, prospects or condition (financial or otherwise) of the Seller as of
the Closing Date.

          g. Present Status. Except as disclosed on the Schedule of Exempted
Transactions attached hereto as EXHIBIT 7-G, since July 31, 2007, the Seller has
not made any expenditures nor incurred any obligations or liabilities, except in
the ordinary course of business; discharged or satisfied any liens or
encumbrances, except in the ordinary course of business; declared or made any
payment or distribution to any of the stockholders of Seller or purchased or
redeemed any of its common capital stock or ownership units or agreed to do so;
mortgaged, pledged or subjected to lien or encumbrance any of its assets; sold
or transferred any assets, except in the ordinary course of business; suffered
any damage or loss (whether or not covered by insurance), materially affecting
its properties; waived any rights of substantial value; nor entered into any
transaction other than in the ordinary course of business.

          h. Tax Returns and Audits. The Seller has duly filed all Federal,
State and local tax returns required to be filed by, or with respect to, the
Seller, and has paid the taxes for all periods covered by such returns. The
Seller has not been delinquent in the payment of any tax, assessment or
governmental charge. The Seller has not had, and, to the knowledge of the
Seller, there are no facts in existence as of the Closing Date that could
reasonably be expected to result in, any tax deficiencies proposed or assessed
against it and has not executed any waiver of the statute of limitations on the
assessment or collection of any tax. The Seller's Federal and State tax returns
have never been audited by the Internal Revenue Service or the Department of
Revenue of the State of Colorado. Copies of the Seller's Federal Income tax
return for the periods ending March 31, 2005 and March 31, 2006, are attached
hereto as EXHIBIT 7-H. The Seller is not a party to any tax sharing agreements
with any other affiliates. The Seller covenants and agrees to deliver to Buyer,
post-Closing, the Seller's Federal Income tax return for the twelve (12) month
tax period ending March 31, 2007, promptly after the same is filed with the
Internal Revenue Service.

          i. Litigation. Except as disclosed on the Schedule of Litigation and
Other Legal Proceedings attached hereto as EXHIBIT 7-I, there are no legal
actions, suits, arbitrations, or other legal, administrative, or other
governmental proceedings pending or, to the knowledge of Seller, threatened
against the Seller, which, if adversely determined, could reasonably be expected
to, individually or in the aggregate, materially impair the right of the Seller
to carry on the Business substantially as now being conducted or would result in
a material adverse effect on the business, assets, results of operations,
prospects or conditions (financial or otherwise) of the Seller, and Seller is
not aware of any facts or circumstances which to the knowledge of Seller may
(with or without notice or lapse of time) reasonably give rise to, serve as a
basis for or result in any such action, suit, claim, arbitration, or other
proceedings against or involving the Seller.

          j. Compliance With Articles, Bylaws and Other Instruments and Laws;
Noncontravention. The Seller is not in violation of any provisions of, nor will
the performance


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of this Agreement by the Seller violate, its Articles of Incorporation, as
amended, its Bylaws, as amended, or any indebtedness, mortgage, contract, lease
or other agreement or commitment. The business and operation of the Seller have
been and are being conducted in accordance with all applicable laws, rules and
regulations of all authorities, except those which do not (either individually
or in the aggregate) materially and adversely affect the Seller or its
properties, assets, businesses or prospects. Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (i) to the knowledge of the Seller, violate any
constitution, statute, regulation or rule, (ii) violate any injunction,
judgment, order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Seller is subject or (ii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which the Seller is a party or by which it
is bound or to which any of the Assets are subject (or result in the imposition
of any lien or encumbrance upon any of the Assets). The Seller does not need to
give any notice to, make any filing with, or obtain any authorization, consent,
or approval of any government or governmental agency in order for the parties to
consummate the transactions contempl