EMPLOYMENT AGREEMENT

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS AGREEMENT by and between Arcadia Resources, Inc., a Nevada corporation (“Arcadia” or “Employer”), and Steven L. Zeller (the “Executive”), is effective as of August 12, 2009; and

WHEREAS, Employer desires to employ Executive in the position described herein; and

WHEREAS, Executive desires to serve in that capacity,

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.  Employment . Employer shall employ the Executive, and the Executive shall serve Employer and its subsidiaries, if any, on the terms and conditions set forth in this Agreement, for the period beginning on the date hereof (the “Employment Date”) and continuing until terminated as provided below in Section 4 (the “Employment Period”).

2. Position and Duties .

(a) As of the date of this Agreement, and during the Employment Period, the Executive will be employed as Chief Operating Officer of Employer and such of its subsidiaries as may be determined by Employer’s Board of Directors, performing such duties as may be designated by the Board of Directors from time to time which shall be consistent with the general nature of the duties and authority of a Chief Operating Officer in similarly situated companies. Executive shall report to the President and Chief Executive Officer.

(b) During the Employment Period, excluding any periods of vacation and absence due to intermittent illness to which the Executive is entitled, and any services or activities on behalf of civic or charitable institutions that do not significantly interfere with the performance of his responsibilities to Employer or violate the provisions of Section 9, the Executive shall devote his full time and attention to the business and affairs of Employer and its subsidiaries. Except as stated in the previous sentence and as permitted by Section 9 relative to BestCare Travel Staffing, LLC (“BestCare”), during the Employment Period, Executive shall have no other employment or business interests; provided, however, that the Executive shall be able to invest his personal assets in investments and entities as long as such investments do not violate Section 9 and do not require a material amount of the Executive’s time. The Executive shall use reasonable efforts to faithfully and efficiently carry out all duties and responsibilities assigned to him.

3. Compensation .

(a)  Base Salary . During the Employment Period, the Executive shall receive an annual Base Salary of $250,000 payable in accordance with the regular payroll practices of Employer. The Executive’s Base Salary shall be reviewed annually by Employer, in accordance with Employer’s standard practices for executives generally, and may be increased, but not decreased, as determined by the Board of Directors, in their sole discretion, or by any committee of the Board of Directors to which such authority has been delegated. The parties acknowledge that as an accommodation to the Employer, Executive agreed effective April 1, 2009 to temporarily receive a ten percent (10%) reduction in his Base Salary (the “Reduced Base”). The amount of Executive’s Reduced Base Salary is presently $225,000 annually and shall remain in effect until March 31, 2010. All severance payments due to Executive under this Agreement shall be calculated based on Executive’s Base Salary, not Executive’s Reduced Base.

(b)  Stock Grant . Employer, per the approval of its Board of Directors, awarded Executive effective September 24, 2007, from and subject to the terms and conditions of the 2006 Arcadia Resources, Inc. Equity Incentive Plan and the Plan’s restricted stock award agreement, 150,000 shares of Arcadia common stock (the “Restricted Shares”). The Restricted Shares, until vested, shall be subject to restrictions on transferability and held in escrow as described below. The Restricted Shares shall vest over a four (4) year period at the rate of 9,375 shares at the end of each Arcadia fiscal quarter following the date of the Restricted Stock award to executive (the “Vesting Date”). The Executive shall acquire rights as a shareholder in Restricted Shares upon each Vesting Date. Restricted Stock which has not vested shall be forfeited only in the event of Executive’s termination for Cause or Executive’s resignation without Good Reason (as those terms are used in this Agreement). If Executive’s employment is terminated without Cause or for Good Reason, the Restricted Stock shall continue to vest as if Executive’s employment was continuing.

(c)  Stock Options . Subject to the terms and conditions of this Agreement and the plan adopted by the Employer’s Board of Directors, Executive has been granted options to purchase 450,000 shares of the Employer’s common stock at the strike price of $0.72 per share, of which 150,000 were vested and exercisable as of March 31, 2009. So long as Executive remains employed by the Employer, Executive shall be entitled to exercise the remaining Stock Options pursuant to the following vesting schedule: 150,000 options vested and exercisable March 31, 2010, and 150,000 options vested and exercisable March 31, 2011. The options granted pursuant to this paragraph are subject to the following terms and conditions:

(i) Except as otherwise described in the paragraph immediately below, Executive shall forfeit all unvested options upon a termination of Executive’s employment. Executive shall have one calendar year from the date of termination to exercise any vested but not yet exercised options.

(ii) Executive’s unvested options shall vest immediately upon the termination of Executive’s employment only if the Executive’s employment is terminated without Cause or for Good Reason within one calendar year of a Change in Control of the Employer. Executive shall have one calendar year from the date of termination to exercise any options vested pursuant to this paragraph.

(iii) For the purposes of this agreement, a Change in Control means the occurrence of any of the following: (1) a reorganization, merger or consolidation in which the Employer is not the surviving corporation, (2) a sale of all or substantially all of the assets of the Employer to another person or entity, (3) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of an aggregate of 25% or more of the voting power of the Employer’s outstanding voting securities by any single person or group (as such term is used in Rule 13d-5 under the Exchange Act), unless such acquisition was approved by the Employer’s Board of Directors prior to the consummation thereof, or (4) the appointment of a trustee in a Chapter 11 bankruptcy proceeding involving the Employer or the conversion of such a proceeding into a case under Chapter 7.

(iv) To the extent that the vesting and/or payment upon termination provisions of this Agreement differ from such provisions in any other compensation plan document of Employer, the provisions in this Agreement shall control.

(d)  Bonus Compensation . Executive shall be eligible to participate in executive bonus plans as approved by the Compensation Committee, including the 2008 Executive Performance Based Compensation Plan.

(e)  Other Benefits . To at least the same extent as other senior executives of Employer, except as required by law or applicable government regulations, the Executive shall be entitled to participate in: (i) any short-term and long-term incentive, savings, and retirement plans; (ii) all practices, policies and programs including vacation policies established by Employer; and (iii) the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in, and shall receive all benefits under, all welfare benefits plans, practices, policies and programs provided by Employer.

(f)  Expenses . During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in carrying out the Executive’s duties under this Agreement, provided that the Executive complies with the generally applicable policies, practices and procedures of Employer for submission of expense reports, receipts, or similar documentation of such expenses.

(g)  Vacation . Executive shall be entitled to four (4) weeks of paid vacation leave annually.

4. Termination of Employment .

(a)  Death or Disability . The Executive’s employment and the Employment Period shall terminate automatically upon the Executive’s death or Disability during the Employment Period. “Disability” means Executive’s inability, because of mental or physical illness or incapacity, whether total or partial, to perform one or more primary duties of the Executive’s employment with reasonable accommodation, and which continues for a period of one hundred eighty (180) days within any twelve (12) month period. If any question shall arise during the Executive’s employment hereunder regarding the Executive’s inability, because of mental or physical illness or incapacity, whether total or partial, to perform one or more primary duties of the Executive’s employment with reasonable accommodation, Executive, at the request of Employer, shall submit to a medical examination by a physician selected by Employer (the “Employer Physician”) to determine whether the Executive is so disabled. In the event that the Executive disagrees with the findings of the Employer Physician, Executive shall have the right to submit to a second medical examination by a physician selected by the Executive (the “Executive Physician”). If the Employer Physician’s and the Executive Physician’s findings agreed with respect to Executive’s disability status, such determination shall be binding on Employer and the Executive. If the Employer Physician’s and the Executive Physician’s findings do not agree with respect to Executive’s disability status, the Employer Physician and the Executive Physician shall together designate a third physician to make the determination with respect to Executive’s disability status and such determination shall be binding on the Employer and the Executive. The date of the Executive’s Disability shall be the date on which a Physician (whether employer, Executive or third Physician) makes a final, binding determination of Executive’s disability.

(b)  By Employer . Employer may terminate the Executive’s employment under this Agreement during the Employment Period for Cause or without Cause. “Cause” means:

(i) The Executive’s fraud, theft or embezzlement committed with respect to Employer, its affiliates or customers;

(ii) the continued failure by the Executive to perform his duties as contemplated by this Agreement (other than any such failure resulting from his Disability or any such actual or anticipated failure after the issuance by the Executive of a Notice of Termination for Good Reason) over a period of not less than ninety (90) days; provided however, that Employer may terminate the Executive’s employment for “Cause” under this subdivision only if Employer has provided notice to the Executive of his performance failures and such failures have not been cured by the Executive within thirty (30) days of the receipt of notice by the Executive;

(iii) the willful or negligent misconduct of the Executive that is materially injurious to Employer (including, without limitation, any breach by the Executive of Section 9 of this Agreement), and, in the case of negligent misconduct, such misconduct is not cured by Executive within thirty (30) days of the receipt of notice by the Executive from Employer;

(iv) the Executive’s conviction of a misdemeanor which directly causes material financial harm to Employer, which harm is not cured by the Executive within thirty (30) days of the receipt of notice by the Executive from the Employer of such harm;

(v) the Executive’s conviction of a felony (including a felony constituting a crime of moral turpitude);

(vi) Executive’s material breach of this Agreement causing material harm to Employer that is not cured within thirty (30) days of receipt of notice thereof (any breach by the Executive of Section 11 of this Agreement shall be deemed a material breach); provided that no “cure” shall be deemed to have been effected unless both the breach and the harm have been cured;

(vii) the Executive’s breach of a fiduciary duty owed to Employer or its Affiliates; or

(viii) the Executive’s willful failure to carry out any material directive of Employer which does not require unlawful action nor breach this Agreement.

(ix) Provided, however, that the Executive shall be limited to one cure during any twelve (12) month period for all descriptions of cause and only for those causes where a cure period is permitted.

(c) A termination of Executive’s employment for Cause shall be effectuated by giving the Executive written notice (“Notice of Termination for Cause”) of the termination, setting forth in reasonable detail the specific conduct that constitutes Cause and the specific provision(s) of this Agreement on which Employer relies. The Executive shall have 30 days to remedy the conduct set forth in the Notice of Termination for Cause. A termination of Executive’s employment for Cause shall be effective on the thirtieth business day following the date when the Notice of Termination for Cause is given, unless the conduct set forth in the notice is remedied by the Executive within the 30 day period; provided, however, that the Executive shall be able to cure such conduct only once within a twelve (12) month period.

(d)  By the Executive . The Executive may terminate employment under this Agreement for Good Reason or without Good Reason. “Good Reason” means:

(i) any reduction in the Executive’s Base Salary;

(ii) removal of the Executive from his positions as Chief Operating Officer or failure to re-elect the Executive to such position, except for “Cause” as defined in paragraph (b) above;

(iii) any change in Executive’s reporting assignment such that he is no longer reporting to Employer’s President and Chief Executive Officer, except such a change that is made by mutual agreement between the Executive and Employer;

(iv) a material failure by Employer to comply with any provision of Sections 2 and 3 of this Agreement, other than (i) a purely monetary failure with respect to an amount less than $5,000, (ii) a failure within Executive’s control or (iii) an isolated, insubstantial or inadvertent failure that is not taken in bad faith and is remedied by Employer within 15 days after receipt of written notice thereof from the Executive;

(v) any action by Employer, except as required by law or applicable government regulations, which is specific to the Executive that would or does adversely affect Executive’s participation in bonus or incentive plans or the Other Benefits as described in Section 3; and

(vi) any failure by Employer to obtain from any successor in interest thereto assent to the terms of this Agreement.

(e) A termination of employment by the Executive for Good Reason shall be effectuated by giving Employer written notice (“Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct that constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relies. Employer shall have 30 days to remedy the conduct set forth in the Notice of Termination for Good Reason. A termination of employment by the Executive for Good Reason shall be effective on the thirtieth business day following the date when the Notice of Termination for Good Reason is given, unless the conduct set forth in the notice is remedied by Employer within the 30 day period; provided, however, that Employer shall be able to cure such conduct only once within a twelve (12) month period.

(f) A termination of the Executive’s employment by the Executive without Good Reason shall be effectuated by giving Employer at least 30 days’ advance written notice of the termination.

(g)  Date of Termination . The “Date of Termination” means the date of the Executive’s death, the date of the Executive’s Disability, the date the termination of the Executive’s employment under this Agreement by Employer for Cause or without Cause or by the Executive for Good Reason or without Good Reason, as the case may be, is effective. The Employment Period shall end on the Date of Termination.

(h) “Affiliate” of Employer means any person or entity directly or indirectly controlling, controlled by, or under common control with, Employer. For purposes of this definition, the terms “ Control,” “Controlling ,” and “Controlled” mean the right to elect a majority of the members or the board of directors or other comparable body responsible for management and direction of a person or entity by contract, by virtue of share ownership or otherwise.

5.  Obligations of Employer upon Termination . If Employer terminates the Executive’s employment under this Agreement (other than for Cause) or the Executive terminates employment under this Agreement for Good Reason, and provided the Executive continues to abide by the provisi