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Purchase and Sale Agreement

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 This Purchase and Sale Agreement involves

Arcadia Resources, Inc

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Governing Law: Michigan     Date: 5/2/2005

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THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into on April ____,

2005 by and between Arcadia Resources, Inc., a Nevada corporation ("Seller" or

"Company"), and ___________________ ("Purchaser").



A. The Company desires to issue and sell to Purchaser shares of its

authorized common stock, $0.001 par value, (the "Common Stock"), subject to the

terms and conditions of this Agreement.

B. The Purchaser, which is an "accredited investor" as that term is

defined in Rule 501(a) of Regulation D promulgated by the U.S. Securities and

Exchange Commission (the "Commission"), desires to purchase from the Company

shares of the Common Stock, subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises

contained herein and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, Purchaser and Seller agree as


1. SALE OF STOCK. Upon execution of this Agreement, Purchaser hereby

agrees to and does purchase from Seller, and Seller hereby agrees to and does

sell to Purchaser, One Million Two Hundred Twelve Thousand One Hundred

Twenty-One (1,212,121) shares of the Company's original issue Common Stock (the

"Acquired Stock"). No fractional shares of the Acquired Stock shall be issued to


2. PURCHASE PRICE. The purchase price of the Acquired Stock is U.S. $1.65

per share for a total aggregate purchase price for all of the Acquired Stock of

Two Million ($2,000,000.00) and No/100 U.S. Dollars in total ("Purchase Price").

3. PAYMENT OF PURCHASE PRICE. Contemporaneously with the execution of this

Agreement, the Purchase Price shall be paid in full in U.S. Dollars by certified

check or wire transfer.

4. ISSUANCE OF COMMON STOCK CERTIFICATE. Upon Seller's receipt of payment

in full of the Purchase Price, Seller shall deliver to its transfer agent

irrevocable instructions to issue and deliver to Purchaser, at the address

designated on the signature page, one Common Stock certificate evidencing

Purchaser's ownership of the Acquired Shares, subject to the terms and

conditions of this Agreement.


PURCHASER. Purchaser acknowledges, covenants, represents and warrants to Seller

each of the following:


duly organized, validly existing and in good standing under the laws of

the jurisdiction of its organization with full power and authority to

enter into and to consummate the transactions contemplated hereby and

otherwise to carry out its obligations hereunder.


The execution, delivery and performance by such Purchaser of the

transactions contemplated by this Agreement has been duly authorized by

all necessary corporate or similar action on the part of such Purchaser.

This Agreement and any related transaction documents have been duly

executed by such Purchaser, and when delivered by such Purchaser in

accordance with the terms hereof, will constitute the valid and legally

binding obligation of such Purchaser, enforceable against it in accordance

with its terms, subject to laws of general application relating to

bankruptcy, insolvency, reorganization, moratorium or other similar laws

affecting creditors' rights generally and rules of law governing specific

performance, injunctive relief, or other equitable remedies.

(b) GENERAL SOLICITATION. Purchaser is not purchasing the Acquired

Stock as a result of any advertisement, article, notice or other

communication regarding the Acquired Stock published in any newspaper,

magazine or similar media or broadcast over television or radio or

presented at any seminar or any other general solicitation or general


(c) NO PUBLIC SALE OR DISTRIBUTION. Purchaser is acquiring the

Acquired Stock for its own account and not with a view towards, or for

resale in connection with, the public sale or distribution thereof.

Purchaser is acquiring the Acquired Stock in the ordinary course of its

business. Purchaser does not have any agreement or understanding, directly

or indirectly, with any Person to distribute any of the Acquired Stock.

(d) ACCREDITED INVESTOR STATUS. Purchaser is an "accredited

investor" as that term is defined in Rule 501(a) of Regulation D

promulgated by the Commission.

(e) RESIDENCY. Purchaser is a resident of the State designated on

the signature page.

(f) RELIANCE ON EXEMPTIONS. Purchaser acknowledges that the Acquired

Stock is being offered and sold to it in reliance on specific exemptions

from the registration requirements of United States federal and applicable

state securities laws and that the Company is relying in part upon the

truth and accuracy of, and such Purchaser's compliance with, the

representations, covenants, warranties, agreements, acknowledgments and

understandings of such Purchaser set forth herein in order to determine

the availability of such exemptions and the eligibility of such Purchaser

to acquire the Acquired Stock.

(g) INFORMATION. Purchaser and its advisors, if any, have obtained

or have been furnished with all publicly available financial, operational,

business and other data, statements, information and materials relating to

the business, finances, prospects and operations of the Company and such

other publicly available materials relating to the offer and sale of the

Acquired Stock as have been requested by such Purchaser. Purchaser and its

advisors, if any, have been afforded the opportunity to ask questions of

the Company, and all such questions have been answered to its full

satisfaction. Neither such inquiries nor any other due diligence

investigations conducted by such Purchaser or its advisors, if any, or its

representatives shall modify, amend or affect the terms and conditions of

this Agreement or the acknowledgements, covenants, representations and

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warranties given by Purchaser hereunder. Purchaser understands that its

investment in the Acquired Stock involves a high degree of risk. No oral

representations have been made or oral information furnished to Purchaser

or its representatives, if any, in connection with the purchase of the

Acquired Stock.

(h) NO GOVERNMENTAL REVIEW. Purchaser understands that no United

States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the

Acquired Stock or the fairness or suitability of the investment in the

Acquired Stock, nor have such authorities passed upon or endorsed the

merits of the offering of the Acquired Stock.

(i) EXPERIENCE OF PURCHASER. Purchaser, either alone or together

with its representatives, has such knowledge, sophistication and

experience in business and financial matters, including investing in

companies engaged in the business in which the Company is engaged, so as

to be capable of evaluating the merits and risks of the prospective

investment in the Acquired Stock, and has so evaluated the merits and

risks of such investment. Purchaser is able to bear the economic risk of

an investment in the Acquired Stock and is able to afford a complete loss

of such investment. Purchaser has adequate means of providing for its

financial needs and contingencies and is able to bear the substantial

economic risk of an investment in the Acquired Stock for an indefinite



understands and agrees that additional shares of the Company's Common

Stock may be issued by the Company from time to time, whether as part of

the same offering by which Purchaser purchases the Acquired Shares or a

different offering or other event, which could result in the dilution of

the Purchaser's percentage interest and shareholding position in the



that the Acquired Stock has not been registered under the Securities Act

of 1933, as amended (the "Act"), or under any applicable state securities

law, in reliance upon available exemptions from registration. Accordingly,

Purchaser's right or ability to sell, transfer, pledge or otherwise

dispose of the Acquired Stock is severely limited by applicable federal

and state securities laws. Purchaser understands that the Acquired Stock

cannot be resold unless it is registered or unless an exemption from

registration is available thereunder, that the Company will prepare and

file with the Commission a registration statement under the Securities Act

of 1933 covering all of the Acquired Stock for a secondary or resale

offering to be made on a continuous basis pursuant to Rule 415, that the

registration statement shall be on Form S-1 or such other form as the

Company determines appropriate for such registration, and that the Company

shall use reasonable efforts to cause the registration statement to be

declared effective by the Commission not later than 90 days after the date

of this Agreement. The Acquired Stock may only be disposed of in

compliance with applicable state and federal securities laws. In

connection with any transfer of the Acquired Stock other than pursuant to


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