ESCROW RELEASE AGREEMENT

EXHIBIT 10.3

ESCROW RELEASE AGREEMENT

1,068,140 SHARES		JULY 19, 2007

     WHEREAS, Beacon Respiratory Service, Inc., a Delaware corporation (“Beacon”), and Alliance Oxygen & Medical Equipment, Inc. a Florida corporation (“Alliance”), and Timothy Beach and Stuart Christensen, collectively (collectively the “Shareholders”) are parties to an Asset Purchase Agreement dated July 12, 2006 (the “Purchase Agreement”).

     WHEREAS, pursuant to the Escrow Agreement (“Escrow Agreement”) contained in the Purchase Agreement, Kerr, Russell and Weber, PLC, as Escrow Agent (“Escrow Agent”) is holding 2,136,280 shares (“Shares”) of Arcadia Common Stock $0.001 par value (“Common Stock”).

     WHEREAS, Alliance and the Shareholders desire to receive these shares of Common Stock in full satisfaction of the Escrow Agreement according to the terms and conditions contained herein.

     WHEREAS, the closing of the sale of Florida Durable Medical Equipment Division of Arcadia Resources, Inc., a Nevada Corporation (“Arcadia”) to a specific purchaser (“DME Sale”) is a condition to the release of the Shares.

      NOW THEREFORE , Beacon, Arcadia, Alliance and the Shareholders (collectively, the “Parties”) agree as follows:

1. Assignment of Shares.

	1.1		Alliance hereby assigns, conveys and transfers to the Shareholders all of its rights, title, benefits, and interests in and to the Shares payable under the Purchase Agreement.
	1.2		Beacon hereby gives its express consent to Alliance’s assignment of the Shares to the Shareholders, pursuant to Section 6.15 of the Purchase Agreement.

2. Release of Shares.

	2.1		Within five (5) business days of closing of the DME Sale, Arcadia will deliver to each Shareholder 534,070 Shares of Arcadia Common Stock each, for a total of 1,068,140 Shares in the aggregate, from the Shares held in Escrow.
	2.2		Arcadia’s obligation to issue the Shares to the Shareholders shall be contingent on the prior receipt by Arcadia of an executed copy of this Agreement, compliance with AMEX listing requirements and the absence of any adverse notification or other action by a self-regulating organization or governmental agency concerning the transaction.
	2.3		The Shareholders and Alliance hereby agree that, upon execution of this Agreement by all Parties, and the delivery of the Shares following the closing of the DME Sale

as provided herein, that Arcadia and the Escrow Agent shall have no further obligations with respect to the Shares.

	2.4		The Shareholders agree to reasonably cooperate and assist Arcadia in closing the DME Sale.
	2.5		Upon written notice to the Shareholders that the DME Sale to the specified purchaser has not closed and that the sale transaction is terminated, this Agreement, without further action of the Parties, shall be void, of no further force and effect, and the Shares shall continue to be held in Escrow pursuant to the Escrow Agreement.
	2.6		So long as the DME Sale has closed, and the Shares have been released from Escrow, then upon the sale of all of the Shares, the Shareholders shall be entitled to request from Arcadia a payment (“True Up Payment”) if the aggregate gross sales proceeds (“Sales Proceeds”) are less than the aggregate value of such Shares on the date of issuance. The value of Shares on the date of issuance shall be determined based on the 10 day trading average closing trading price of the Common Stock preceding the closing date of the DME Sale. The sale proceeds shall be calculated without any set off or deduction for broker’s commissions or other expenses, costs or taxes incurred by the Shareholders in the sale or ownership of the sales. The amount of the True Up Payment shall be an amount equal to the Issuance Value of the sold Shares less the Sale Proceeds.
			If the Shareholders are entitled to a True-Up Payment, as provided herein, Arcadia shall pay the True-Up Payment within 10 days after the delivery of any documentation requested by Arcadia to calculate the amount of the True Up Payment. Any True-Up Payment shall be made either in the form of cash or in the form of additional Common Stock with an aggregate share value (based on the closing price on the last 10 trading days) equal to the amount of the True-Up Payment. The decision whether to pay any required True-Up Payment in the form of cash, Common Stock or a combination thereof, shall be determined by Arcadia in its sole discretion. Upon making the True Up Payment, if applicable, as provided herein, the parties acknowledge and agree that Arcadia and Beacon will have no further obligations of any kind under this Agreement; or with respect to the Shares.
			The rights provided to the Shareholders by this Section 2.6 and performance hereunder are subject to all terms and conditions of this Agreement, the execution of such additional documents as may be requested to effectuate the intent of this Agreement and compliance with regulatory requirements, and shall automatically expire and be null and void (a) if all of the Shares are not sold before December 15, 2008, and/or (b) if any True-Up is requested by the Shareholders on or after December 27, 2008.
	2.7		The Shareholders acknowledge and agree that they shall not sell (in a public or private sale) transfer, assign or trade more than 10,000 shares each in any one day (“Sale Restriction”). For purposes of this section, a “public sale” means a sale through a Securities Exchange or otherwise in a broker’s transaction as defined in

SEC Rule 144. The Sale Restriction shall be non-cumulative and the Shareholders, for example, are not permitted to sell more than 10,000 Shares each on a given day due to the fact that less than the maximum number of Shares were sold on a prior day. The Shareholders further acknowledge and agree that neither of them shall sell any shares of Arcadia on a “short” basis. Arcadia shall be entitled to request all reasonable information and documentation from the Shareholders to insure compliance with provisions of this Agreement. Any violation of the Sale Restrict