ARCADIA RESOURCES, INC. PROMISSORY NOTE

1.1

The principal amount of this Note outstanding from time to time shall bear simple interest at a rate per annum equal to (i) from and after the date hereof until the Maturity Date (as hereinafter defined), ten percent (10%) and (ii) after the Maturity Date, until paid in full, twelve percent (12%) (the “ Note Rate ”).

1.2

The unpaid principal balance of this Note and all accrued unpaid interest shall be due and payable on April 1, 2012 (the “ Maturity Date ”). Accrued unpaid interest on the unpaid principal balance due under this Note shall be due and payable on the following dates each year until the Maturity Date: September 30; December 31; March 31; and June 30 (each, an “ Interest Payment Date ”); provided , however , on each Interest Payment Date, the Payor may, at its option and in its sole discretion, in lieu of the payment of the cash interest due on the Note, issue an additional promissory note (in substantially the same form as this Note) in the aggregate principal amount equal to such amount of interest that would otherwise be payable with respect to the Note on such Interest Payment Date. All remaining unpaid accrued interest shall be due and payable on the Maturity Date. The first Interest Payment Date shall be June 30, 2009.

1.3

All payments (including prepayments) made by the Payor on this Note shall be applied first to the payment of accrued unpaid interest on this Note and then to the reduction of the unpaid principal balance of this Note.

1.4

In the event that the date for the payment of any amount payable under this Note falls due on a Saturday, Sunday or public holiday under the laws of the State of New York, the time for payment of such amount shall be extended to the next succeeding business day and interest at the Note Rate shall continue to accrue on any principal amount so effected until the payment thereof on such extended due date.

2.

Replacement of Note .

3.

Indebtedness Evidenced Hereby .

4.

Covenants of Payor .

Payor, on behalf of itself and its subsidiaries, covenants and agrees that, so long as this Note remains outstanding and unpaid, in whole, or in part:

(i)

liens and security interests in favor of Comerica Bank or any successor senior lender;

(ii)

any Business Line Sales (as such term is defined in Section 8.1 ), so long as the Net Proceeds (as such term is defined in Section 8.2 ) paid in connection therewith are applied in accordance with Section 8.2;

(iii)

liens in favor of AmerisourceBergen Drug Corporation;

(iv)

liens and security interests in favor of Payee, JANA and Vicis securing indebtedness permitted by Section 4.7 hereof; and

(v)

liens and security interests in connection with capital leases, auto loans or equipment loans or leases which total no more than $500,000 in the aggregate (collectively, the “Small Loan Basket”).

4.2

Payor shall, upon Payee’s request furnish Payee with monthly financial updates;

4.3

Payor and its subsidiaries will not pay any type of bonus to senior executive officers unless (i) made pursuant to and in accordance with the 2008 Executive Performance Based Compensation Plan, as amended from time to time, and such payments are approved and authorized by the Compensation Committee of the Board of Directors of Payor; or (ii) Payee otherwise consents in writing to the payment of such bonuses;

4.4

Payor and its subsidiaries will not engage in sale/leaseback transactions wherein real or personal property of Payor or its subsidiaries is sold and then reacquired in any type of lease transaction if the aggregate amount of all such transactions would exceed Five Million Dollars ($5,000,000);

4.5

Payor and its subsidiaries will promptly pay and discharge all lawful taxes, assessments and governmental charges or levies imposed upon any of them, their income and profits, or any of their property, before the same shall become in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that Payor or such subsidiary shall not be required to pay and discharge any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings and Payor or such subsidiary, as the case may be, shall set aside on its books adequate reserves with respect to any such tax, assessment, charge, levy or claim so contested;

4.6

Payor and its subsidiaries will do or cause to be done all things necessary to preserve and keep in full force and effect each of their corporate existence, rights and franchises and substantially comply with all laws applicable to them as their counsel may advise;

4.7

Except with respect to,

Payor and its subsidiaries will not: (A) incur any obligation for borrowed money, any obligation evidenced by bonds, notes or similar instruments (including any obligations incurred in the acquisition of property, assets or business), any reimbursement obligation, any deferred purchase price obligation, any guarantees of any such obligations, or any similar obligations (collectively, “debt”) which is senior or pari passu to the debt under this Note, or to which the debt under this Note would be structurally subordinate, if such debt would exceed, any aggregate, One Million Dollars ($1,000,000), without Payee’s consent or (B) incur debt junior to the debt under this Note in an aggregate amount which exceeds Twenty Five Million Dollars ($25,000,000), other than to the extent such junior debt is issued to finance acquisitions in the ordinary course of Payor or its subsidiaries’ business, without Payee’s consent, and so long as any such junior debt is expressly and structurally subordinate in all respects to this Note upon terms reasonably satisfactory to Payee;

4.8

Payor and its subsidiaries will utilize the Net Proceeds (as such term is defined in Section 8.2 ) of any sale of any of real or personal property not otherwise required to be paid to Payee, Vicis or JANA pursuant to Section 8 hereof for any of: (i) additional capital expenditures, (ii) payment of any debt which is senior to the debt under this Note, or (iii) the payment of debt arising under this Note;

4.9

Payor and its subsidiaries will not issue any form of equity or other security (other than