AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.42

ARCADIA SERVICES, INC.
GRAYROSE, INC.
ARCADIA HEALTH SERVICES OF MICHIGAN, INC.
ARCADIA HEALTH SERVICES, INC.
ARCADIA EMPLOYEE SERVICES, INC.

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF JULY 13, 2009

COMERICA BANK

Execution Copy

      AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDED AND RESTATED LOAN AGREEMENT, made as of the 13 day of July, 2009, by and among ARCADIA SERVICES, INC., a Michigan corporation (“Arcadia”), ARCADIA HEALTH SERVICES, INC., a Michigan corporation (“Arcadia Health Services”), GRAYROSE, INC., a Michigan corporation (“Grayrose”) and ARCADIA HEALTH SERVICES OF MICHIGAN, INC., a Michigan corporation (“Arcadia Health Michigan”) and ARCADIA EMPLOYEE SERVICES, INC., a Michigan corporation (“Arcadia Employee” and together with Arcadia, Arcadia Health Services, Arcadia Health Michigan, and Grayrose, being collectively identified as “Companies” and individually as a “Company”) and Comerica Bank, a Michigan banking corporation, of Detroit, Michigan (herein called “Bank”);

RECITALS:

     A. Companies and Bank are parties to that certain Credit Agreement dated May 7, 2004 (“Prior Agreement”).

     B. Companies and Bank desire to amend and restate the Prior Agreement as set forth below.

     NOW, THEREFORE, Bank and Companies agree that the Prior Agreement is amended and restated to read as follows:

      WITNESSETH:

1. DEFINITIONS

     For the purposes of this Agreement the following terms will have the following meanings:

     “Advance” shall mean a borrowing requested by Companies and made by Bank under Section 2 of this Agreement, including any refunding or conversions of such borrowings pursuant to Section 3.3 hereof, and shall include a Prime-based Advance.

     “Advance Formula Agreement” shall mean the Advance Formula Agreement dated even date herewith executed by Bank and Companies, as may be amended, restated, supplemented or replaced from time to time.

     “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and executive officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation for the purposes of this definition if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or (ii) to direct or cause the direction of

the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

     “Business Day” shall mean any day on which commercial banks are open for domestic and international business (including dealings in foreign exchange) in Detroit.

     “Capital Expenditure” shall mean, without duplication, any payment made directly or indirectly for the purpose of acquiring or constructing fixed assets, real property or equipment which in accordance with GAAP would be added as a debit to the fixed asset account of the person making such expenditure, including, without limitation, amounts paid or payable under any conditional sale or other title retention agreement or under any lease or other periodic payment arrangement which is of such a nature that payment obligations of the lessee or obligor thereunder would be required by generally accepted accounting principles to be capitalized and shown as liabilities on the balance sheet of such lessee or obligor.

     “Capital Lease” shall mean any lease of any property (whether real, personal or mixed) by a Person as lessee which, in conformity with GAAP, is, or is required to be accounted for as a capital lease on the balance sheet of such Person, together with any renewals of such leases (or entry into new leases) on substantially similar terms.

     “Consolidated” or “Consolidating” shall, when used with reference to any financial information pertaining to (or when used as a part of any defined term or statement pertaining to the financial condition of) Arcadia and its Subsidiaries, mean the accounts of Arcadia and its Subsidiaries determined on a consolidated or consolidating basis, as the case may be, all determined as to principles of consolidation and, except as otherwise specifically required by the definition of such term or by such statements, as to such accounts, in accordance with generally accepted accounting principles applied on a consistent basis and consistent with the financial statements, if any, as at and for the fiscal year ended March 31, 2009.

     “Debt” shall mean as of any applicable time of determination thereof, the total liabilities of a Person at such time, as determined in accordance with GAAP.

     “Default” shall mean an event which with the giving of notice or passage of time or both would constitute an Event of Default.

     “Environmental Laws” shall mean all federal, state and local laws including statutes, regulations, ordinances, codes, rules, and other governmental restrictions and requirements, relating to environmental pollution, contamination or other impairment of the environment or any hazardous or toxic substances of any nature. These Environmental Laws shall include but not be limited to the Federal Solid Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, and the Federal Superfund Amendments and Reauthorization Act of 1986.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor act or code.

     “Event of Default” shall mean any of the Events of Default specified in Section 10 hereof.

     “GAAP” shall mean, as of any applicable date of determination, generally accepted accounting principles consistently applied, as in effect on the date of this Agreement.

     “Guarantors” shall mean the Parent Guarantor and each other Person who/which on or after the date hereof executes a Guaranty in favor of Bank and “Guarantor” shall mean any of them.

     “Guaranty” shall mean any Guaranty by a Guarantor of the Indebtedness in form and substance acceptable to Bank, as amended from time to time and “Guaranties” means all of them.

     “Indebtedness” shall mean all loans, advances, indebtedness, obligations and liabilities of Companies to Bank under this Agreement, together with all other indebtedness, obligations and liabilities whatsoever of Companies to Bank whether or not arising under or in connection with the Loan Documents, whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, joint or several, due or to become due, now existing or hereafter arising.

     “Letter of Credit” shall have the meaning set forth in Section 2.9 of this Agreement.

     “Letter of Credit Reserve” shall mean as of any date of determination an amount equal to the undrawn amount of all Letters of Credit plus the unreimbursed amount of any draws under Letters of Credit honored by Bank

     “Loan Documents” shall mean collectively, this Agreement, the Note, the Guaranties, the Security Agreements, the Stock Pledge, the Advance Formula Agreement, the Subordination Agreements and any other instruments or agreements executed at any time pursuant to or in connection with any such documents.

     “Net Income” shall mean, as of any date of determination, the net income (or loss) of Arcadia and its Consolidated Subsidiaries for the single quarter period ending on the date of determination, plus, to the extent deducted in determining net income, the net decrease in the sum of any deferred tax asset and deferred tax valuation allowance accounts, and minus to the extent included in determining net income, the net increase in the sum of any deferred tax asset and deferred tax valuation allowance accounts, all as determined in accordance with GAAP.

     “Note” shall mean the Revolving Credit Note.

     “Ordinary Course Liens” shall mean with respect to any Person:

     “Parent Guarantor” shall mean RKDA, Inc., a Michigan corporation, and its successors and assigns.

     “Person” or “person” shall mean any individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated association, joint stock company, government, municipality, political subdivision or agency, or other entity.

     “Revolving Credit” shall mean the revolving credit facility described in Section 2 of this Agreement.

     “Revolving Credit Commitment Amount” shall mean Fourteen Million Dollars ($ 14,000,000).

     “Revolving Credit Maturity Date” shall mean August 1, 2011.

     “Revolving Credit Note” shall mean the Note described in Section 2.1 hereof made by Companies to Bank in the form annexed to this Agreement as Exhibit “C”.

     “Security Agreements” shall mean (i) the Security Agreements dated May 7, 2004 executed by Arcadia, Arcadia Health, Arcadia Health Michigan and Grayrose in favor of Bank, (ii) the Security Agreement dated August 30, 2005 executed by Arcadia Employee in favor of Bank, and (iii) the Security Agreement (Deposit Account) dated July ___, 2009 executed by Arcadia, as each may be amended, restated, supplemented or replaced from time to time

     “Stock Pledge” shall mean the Security Agreement (Negotiable Collateral) dated May 7, 2004 executed by Parent Guarantor under which the Parent Guarantor granted Bank a first priority security interest in all of the issued and outstanding capital stock of Arcadia, as may be amended, restated, supplemented or replaced from time to time.

     “Subordinated Debt” shall mean, as of any applicable time of determination, any Debt of Companies (or any of them) which is subordinated in priority of payment or other terms to any of the indebtedness of Companies (or any of them) to Bank, in each case, pursuant to a Subordination Agreement.

     “Subordination Agreement” shall mean a written agreement executed and delivered by the holder of Subordinated Debt to, and in form and detail satisfactory to, Bank, and includes without limitation the Subordination Agreement dated even date herewith executed by Arcadia Services, Inc and acknowledged by Companies.

     “Subsidiary” shall mean a corporation or other entity of which more than fifty percent (50%) of the outstanding voting stock or other equity interests is owned by a Company, either directly or indirectly, through one or more intermediaries.

     “Tangible Effective Net Worth” shall mean, as of any applicable date of determination, Tangible Net Worth as of such date plus an amount equal to the outstanding principal amount of the Subordinated Debt as of such date.

     “Tangible Net Worth” shall mean as of any applicable time of determination thereof, the excess of (i) the net book value of the assets of Companies at such time (excluding receivables from officers, directors, employees or affiliates and excluding patents, patent rights, trademarks, trade names, franchises, copyrights, licenses, goodwill, deferred tax assets and all other intangible assets of Companies at such time), after all appropriate deductions in accordance with GAAP (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization), over (ii) the sum of the total Debt of Companies less Companies’ deferred tax liabilities at such time, all as determined in accordance with GAAP on a Consolidated basis.

2. THE INDEBTEDNESS: Revolving Credit; Fees

     2.1 Bank agrees to make Advances to Companies from time to time from the effective date hereof until the Revolving Credit Maturity Date, not to exceed the lesser of the Revolving Credit Commitment Amount, as in effect from time to time, or the amount of indebtedness permitted under the Advance Formula Agreement in aggregate principal amount at any one time outstanding. All of the Advances under the Revolving Credit shall be evidenced by

the Revolving Credit Note under which advances, repayments and readvances may be made, subject to the terms and conditions of this Agreement.

     2.2 The Revolving Credit Note shall mature on the Revolving Credit Maturity Date and each Advance made under the Revolving Credit Note shall bear interest at the rate(s) et forth in the Revolving Credit Note. The amount and date of each Advance, it’s applicable interest rate, and the amount and date of any repayment shall be noted on Bank’s records, which records will be conclusive evidence thereof absent manifest error.

     Companies may request an Advance under the Revolving Credit as set forth in the Revolving Credit Note.

     2.3 The initial Advance shall be used to repay in full the indebtedness outstanding under that certain Revolving Credit Note dated August 30, 2005 made in the principal amount of $19,000,000 by the Companies payable to Bank. The proceeds of all other Advances under the Revolving Credit Note shall be used solely for working capital purposes.

     2.4 The aggregate principal amount at any one time outstanding under the Revolving Credit Note shall never exceed the formula set forth in the Advance Formula Agreement or in any Advance Formula Agreement delivered by Companies to Bank in substitution therefor. Companies shall immediately make all payments necessary to comply with this provision.

     2.5 Companies agree to pay Bank a non-refundable, unused fee on the average daily balance of the unused portion of the Revolving Credit at the rate per annum equal to one eighth of one percent (.125%) of the Revolving Credit Commitment Amount for the average number of days elapsed using a year of 360 days. The commitment fee shall be payable quarterly in arrears on the first Business Day of each March, June, September and December, commencing September 1, 2009, and on the Revolving Credit Maturity Date.

     2.6 Companies shall pay Bank a non-refundable closing fee of $14,000 on the date of execution of this Agreement, which fee shall be deemed fully earned by Bank upon execution of this Agreement by Companies and Bank.

     2.7 In addition to direct Advances under the Revolving Credit Note to be provided to Companies by Bank under and pursuant to Section 2.1 of this Agreement, Bank further agrees to issue, or commit to issue, from time to time, standby letters of credit for the account of Companies (herein individually called a “Letter of Credit” and collectively “Letters of Credit”) in aggregate undrawn amounts not to exceed Five Hundred Thousand Dollars ($500,000) at any one time outstanding; provided, however that the sum of the aggregate amount of Advances outstanding under the Revolving Credit Note plus the Letter of Credit Reserve shall not exceed the Revolving Credit Commitment Amount at any time; and provided further that no Letter of Credit shall, by its terms, have an expiration date which is more than twelve (12) months after issuance or which extends beyond the Revolving Credit Maturity Date. In addition to the terms and conditions of this Agreement, the issuance of any Letters of Credit also shall be subject to the terms and conditions of any letter of credit applications and agreements executed and delivered by Companies unto Bank with respect thereto. Companies shall pay to Bank annually in advance a fee equal to the 1.75% per annum of the amount of each Letter of Credit. The sum

of the aggregate principal amount at any time outstanding under the borrowing formula set forth in the Advance Formula Agreement. Companies shall immediately make all payments necessary to comply with this provision.

3. CONDITIONS

     3.1 Companies agree to furnish Bank prior to the initial borrowing under this Agreement, in form and substance to be satisfactory to Bank, with (i) certified copies of resolutions of the Boards of Directors of Companies evidencing approval of the borrowings and transactions contemplated hereunder; (ii) a certificate of good standing from the state of each Company’s incorporation and from the state(s) in which each of them is required to be qualified to do business; (iii) the other Loan Documents; (iv) a borrowing base report and (v) such other documents, instruments and legal opinions as Bank may require.

     3.2 As security for all Indebtedness of Companies to Bank hereunder, Companies agree to furnish, execute and deliver to Bank, or cause to be furnished, executed and delivered to Bank, prior to or simultaneously with the initial borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form authorizing same, the following:

To the extent that any of the Companies has heretofore given a security interest to Bank to certain of the foregoing and such documents and agreements comply with the requirements of this Agreement, it is hereby agreed that such documents and agreements shall remain in full force and effect for the purposes of this Agreement, but Bank may, if it deems it necessary or desirable, require execution of a new agreement or agreements or amendments to such agreements.

     3.3 As a condition to the initial Advance, Companies shall have provided Bank evidence of satisfaction of conditions precedent set forth in the commitment letter dated June 23, 2009.

4. REPRESENTATIONS AND WARRANTIES

     Each of the Companies represents and warrants and such representations and warranties shall be deemed to be continuing representations and warranties during the entire life of this Agreement:

      4.1 It is a corporation duly organized and existing in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business and in good standing in every jurisdiction in which such qualification is material to its business and operation or the ownership or lease of its properties; execution, delivery and performance of this Agreement and other documents and instruments required under this Agreement, and the issuance of the Note by Companies are within its corporate powers, have been duly authorized, are not in contravention of law or the terms of its Articles of Incorporation or Bylaws, and do not require the consent or approval of any governmental body, agency or authority; and this Agreement and the other documents and instruments required under this Agreement and the Note, when issued and delivered, will be valid and binding in accordance with their terms.

     4.2 The execution, delivery and performance of this Agreement and any other documents and instruments required under this Agreement, and the issuance of the Note by Companies are not in contravention of the unwaived terms of any indenture, agreement or undertaking to which any Company is a party or by which any Company is bound.

     4.3 Except as may be set forth in Schedule  4.3, no litigation or other proceeding before any court or administrative agency is pending, or to the knowledge of its officers is threatened against Companies or any Subsidiary of any of the Companies, the outcome of which could materially impair any of the Companies’ or any Subsidiary’s financial condition or their ability to carry on their businesses taken as a whole.

     4.4 There are no security interests in, or liens, mortgages, or other encumbrances on any of Companies’ or any Subsidiary’s assets, except to Bank, or as permitted in this Agreement.

     4.5 None of the Companies nor any Subsidiary maintains or contributes to any employee pension benefit plan subject to title IV of the “Employee Retirement Income Security Act of 1974” (herein called “ERISA”), except the plans described in attached Schedule  4.5. There is no unfunded past service liability of the pension plan and there is no accumulated funding deficiency within the meaning of ERISA, or any existing material liability with respect to any pension plan owed to the Pension Benefit Guaranty Corporation (“PBGC”) or any successor thereto, except any funding deficiency for which an application to the PBGC for waiver is pending or for which a waiver has been granted by the PBGC.

     4.6 The financial statements of Companies dated March 31, 2009, previously furnished Bank, are complete and correct in all material respects and fairly present the financial condition of Companies and their consolidated Subsidiaries as of their respective dates; since March 31, 2009, there has been no material adverse change in the financial condition of any of the Companies or any of the Subsidiaries; to the knowledge of its officers, none of the Companies nor any of the Subsidiaries has any contingent obligations (including any liability for taxes) not disclosed by or reserved against in said financial statements and at the present time

there are no material unrealized or anticipated losses from any present commitment of any of the Companies or Subsidiaries.

     4.7 All tax returns and tax reports of Companies and each Subsidiary required by law to have been filed have been duly filed or extensions obtained, and all taxes, assessments and other governmental charges or levies (other than those presently payable without penalty and those currently being contested in good faith for which adequate reserves have been established) upon Companies or any Subsidiary (or any of its properties) which are due and payable have been paid for which the failure to pay would materially adversely affect its business or the value of its property or assets (taken as a whole). The charges, accruals and reserves on the books of Companies and the Subsidiaries in respect of the Federal income tax for all periods are adequate in the opinion of Companies.

     4.8 All of the issued and outstanding capital stock of Arcadia is owned by the Parent Guarantor. Except as disclosed on Schedule  4.8 annexed hereto, there are no Subsidiaries of any Company.

     4.9 Each Company and its Subsidiaries are, in the conduct of their business, in compliance in all material respects with all federal, state or local laws, statutes, ordinances and regulations applicable to any of them, the enforcement of which, if such Company or any Subsidiary were not in compliance, would reasonably be expected to materially adversely affect its business or the value of its property or assets (taken as a whole). Each Company and its Subsidiaries have all approvals, authorizations, consents, licenses, orders and other permits of all governmental agencies and authorities, whether federal, state or local, required to permit the operation of their business as presently conducted, except such approvals, authorizations, consents, licenses, orders and other permits with respect to which the failure to have would reasonably be expected to materially adversely affect its business or the value of its property or assets (taken as a whole).

     4.10 Except as may be set forth in Schedule  4.10, none of the Companies nor any Subsidiary is party to any litigation or administrative proceeding, nor so far as is known by it is any litigation or administrative proceeding threatened against it or any other Company or Subsidiary, which in either case (A) asserts or alleges that any of the Companies or any Subsidiary violated Environmental Laws (as defined herein), (B) asserts or alleges that any of the Companies or any Subsidiary is required to clean up, remove, or take remedial or other response action due to the disposal, depositing, discharge, leaking or other release of any hazardous substances or materials, or (C) asserts or alleges that any of the Companies or any Subsidiary is required to pay all or a portion of the cost of any past, present, or future cleanup, removal or remedial or other response action which arises out of or is related to the disposal, depositing, discharge, leaking or other release of any hazardous substances or materials by any of the Companies or any Subsidiary.

     4.11 To the best of its knowledge, after due inquiry, except as otherwise previously disclosed in writing by Companies to Bank, there are no conditions existing currently or likely to exist during the term of this Agreement which would subject any of the Companies or any Subsidiary to material damages, penalties, injunctive relief or cleanup costs under any applicable Environmental Laws or which require or are likely to require material cleanup, removal,

remedial action or other response pursuant to applicable Environmental Laws by any of the Companies or any Subsidiary.

     4.12 None of the Companies nor any Subsidiary is subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Laws and to the best of its knowledge, after due inquiry, except as otherwise previously disclosed in writing to the Bank, neither of the Companies nor any Subsidiary has been named or listed as a potentially responsible party by any governmental body or agency in a matter arising under any applicable Environmental Laws.

     4.13 Each of the Companies and the Subsidiaries has all material permits, licenses and approvals required under applicable Environmental Laws.

     4.14 None of the Companies is an “Investment Company” within the meaning of the Investment Company Act of 1940, as amended. None of the Companies is engaged principally, or as one of its important activities, directly or indirectly, in the business of extending credit for the purpose of purchasing or carrying margin stock, and none of the proceeds of any of the loans hereunder will be used, directly or indirectly, for any purpose which would violate the provisions of Regulation U or X of the Board of Governors of the Federal Reserve System. Terms for which meanings are provided in Regulation U of the Board of Governors of the Federal Reserve System or any regulations substituted therefor, as from time to time in effect, are used in this paragraph with such meanings.

     4.15 Each Company has good and valid title to the property pledged, mortgaged or otherwise encumbered or to be encumbered by it under the Loan Documents to which such Company is a party.

     4.16 Schedule  4.16 annexed hereto is a complete list of all premises where tangible personal property of the Companies is located.

5. AFFIRMATIVE COVENANTS

     Each of the Companies covenants and agrees that it will, and it will cause each of its Subsidiaries, so long as Bank may make any Advance under this Agreement and thereafter so long as any Indebtedness remains outstanding under this Agreement:

     5.1 Furnish Bank: