SEVERANCE & RELEASE AGREEMENT

Exhibit 10.1

SEVERANCE AND RELEASE AGREEMENT

     On this 12 ^th day of July, 2007, the parties (hereinafter referred to as “Party” or “Parties”) to this Severance and Release Agreement (hereinafter referred to as “Agreement”), John E. Elliott, II (hereinafter referred to as “Elliott”) and Arcadia Resources, Inc. f/k/a Critical Home Care, Inc., a Nevada corporation (hereinafter referred to as “Arcadia”) have entered this Agreement. The effective date of this Agreement (the “Effective Date”) shall be that date upon which the last of the Parties executes the same.

      RECITALS:

     A. Elliott’s employment under the Employment Agreement (see attached Exhibit B) dated May 7, 2004 (the “Employment Agreement”), will be terminating and Elliott’s last day of providing employment services, including, but not limited to employment services as CEO and Chairman of the Board of Arcadia, will be on the Effective Date. Certain provisions of Elliott’s Employment Agreement shall remain in effect as provided herein.

     B. Elliott will resign as a director of Arcadia on the Effective Date.

     C. Elliott’s Stock Option Agreement (see attached Exhibit C) dated May 7, 2004 (the “Stock Option Agreement”) shall remain in full force and effect, subject to the terms, conditions, covenants, and the like as provided herein or as amended herein.

     D. Elliott’s Escrow Agreement (see attached Exhibit D) dated May 7, 2004 (the “Escrow Agreement”) shall remain in full force and effect, subject to the terms, conditions, covenants and the like as provided herein.

     E. Elliott’s Class A Warrant To Purchase Shares dated May 5, 2007 (the “Existing Warrant”), which is described in a side letter of even date herewith (the “Side Letter”), shall remain in full force and effect.

     F. Arcadia will under no circumstances have any liability or obligation whatsoever, to Elliott or his personal representatives, estate, heirs, beneficiaries, claiming by or through Elliott, except for those payments, benefits, obligations and reimbursable expenses described in this Agreement.

     G. Elliott agrees that the payments, benefits, obligations and reimbursable expenses to be made to him or for his benefit pursuant to this Agreement will be his full severance, liquidated damages and settlement due Elliott arising out of the termination of his Employment Agreement that Elliott may have or had with Arcadia (“Release of Claims”).

     In exchange for good and valuable consideration, the receipt of which is hereby acknowledged, and in order to set forth the terms of Elliott’s Release of Claims, Elliott and Arcadia agree as follows:

     1.  Severance Agreement .

     (a) Elliott will receive as provided in Paragraph 4 of his Employment Agreement his compensation and benefits except for bonus, vacation and sick time as hereinafter defined.

     (b) Elliott will receive the sum of $15,000, as reimbursement of his attorney’s fees incurred in connection with the negotiation and execution of this Agreement, and Arcadia shall provide at no cost to Elliott the full COBRA benefits described in paragraph 27 of this Agreement for eighteen (18) months beginning on the Effective Date. Arcadia shall provide proof of payment of such COBRA benefits, in writing (on a monthly basis), to Elliott.

     (c) Elliott hereby resigns as a director and Chairman of the Board of Arcadia effective as of the Effective Date. For the period July 12, 2007 through July 11, 2008, Arcadia will pay Elliott severance under this Agreement of One Hundred Eighty Seven Thousand Six Hundred Five ($187,605) Dollars in equal installments of Seven Thousand Two Hundred Fifteen and 58/100 ($7,215.58) Dollars, payable every two (2) weeks. For the period July 12, 2008 through September 24, 2009, Arcadia will pay Elliott severance under this Agreement at the annual rate of One Hundred Fifty Thousand ($150,000) Dollars in equal installments of Five Thousand Seven Hundred Sixty Nine and 23/100 ($5,769.23) Dollars, payable every two (2) weeks. Said amounts shall be paid to Elliott in accordance with Arcadia’s normal payroll policies as in effect from time to time, with the first such payment to be made with respect to the first payroll period beginning on or about July 12, 2007. Arcadia shall not withhold any sums from these amounts except to the extent it is legally required to do so.

     (d) The Parties acknowledge that Paragraph 8 of Elliott’s Employment Agreement shall remain in effect and Elliott shall be subject to the inventions provisions as provided therein.

     (e) The Parties acknowledge that Paragraph 9 of Elliott’s Employment Agreement shall remain in effect as provided therein and Elliott shall be subject to the confidentiality provisions as provided therein.

     (f) The Parties acknowledge that Paragraph 10 of Elliott’s Employment Agreement is hereby amended and restated in its entirety as set forth on Exhibit A to this Agreement, and as so amended and restated shall remain in effect as provided therein and Elliott shall be subject to the covenant-not-to-compete provisions as provided therein.

     (g) The Parties acknowledge that Paragraph 11 of Elliott’s Employment Agreement shall remain in effect and Elliott and Arcadia shall be subject to the enforceability provisions as provided therein.

     (h) In consideration of the Release of Claims by Elliott set forth in Paragraph 7, Elliott shall be paid One Hundred Eighty Seven Thousand Six Hundred Five ($187,605) Dollars in addition to any other payments set forth in this Agreement. One twelfth (1/12) (to wit: Fifteen Thousand Six Hundred Thirty Three and 75/100 ($15,633.75) Dollars) of this amount shall be paid to Elliott on the first of each month commencing on August 1, 2007 until fully paid (subject to Paragraph 31 and the Schedule attached as Exhibit E).

     (i) The Parties agree that the termination hereunder is “other than for cause” within the meaning of Paragraph 6(C) of the Employment Agreement. Paragraph 6(C) of the Employment Agreement is amended as provided in paragraph 1(c) above.

     (j) In all other respects, the Elliott’s Employment Agreement is terminated and of no effect as of the date of this Agreement.

     2.  Stock Option Agreement .

     (a) The Options (as defined in the Stock Option Agreement ) #5 and #6 pursuant to Paragraph 3 of the Stock Option Agreement and totaling two million (2,000,000) option shares of Arcadia Voting Common Stock shall vest as of the Effective Date. No other Options shall vest and Options #1, #2, #3 and #4 are terminated and will never vest. The exercise price under each Option shall be twenty-five ($.25) cents per Option share. Elliott may exercise any or all of the vested Options at any time commencing December 1, 2007 and ending March 15, 2008. Arcadia shall exercise its best efforts to issue the stock to Elliott pursuant to an exercised Option within three (3) days of exercise.

     (b) The Stock Options may be exercised in whole or in part at Elliott’s demand, by means of a cashless exercise through the surrender and cancellation of a portion of shares of Arcadia common stock then held by Elliott or issuable on exercise of the options, Arcadia being deemed to have received cash consideration as payment in full of the exercise price based on the day of exercise upon the difference between the exercise price of $.25 per share and the closing price of Arcadia stock on the American Stock Exchange as of such date, being treated as cash consideration for the exercise of any option shares so designated by Elliott.

     (c) Any changes or modifications made in this Agreement to the Stock Option Agreement shall be treated as amendments to the Stock Option Agreement. Subject to any such amendments provided for in this Agreement, the Stock Option Agreement shall remain in full force and effect.

     (d) Arcadia covenants and agrees to use its commercially reasonable best efforts to maintain the effectiveness of Arcadia’s registration statement with the SEC covering the option shares that may be issued under the Stock Option Agreement for a period of not less than two years from the date of termination of Elliott’s employment.

     (e) The Parties agree that through and including the date of this Agreement there has not been a breach or default under the Stock Option Agreement by either Party.

     (f) To the best of Arcadia’s knowledge, Arcadia represents and warrants that the Options satisfy the applicable conditions of Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) and that transactions between Arcadia and Elliott involving the Options will qualify for the exemption from Section 16(b) provided under Rule 16b-3(a) under the Exchange Act.

     (g) Arcadia represents and warrants that, with respect to the grant of the Options under the Stock Option Agreement, Arcadia has “timely reported all financial expenses due to the issuance of the Options on financial statements or reports for the period in which the related expense should have been reported under generally accepted accounting principles,” as such terminology is used in IRS Notice 2006-79.

     3.  Escrow Agreement . The Parties agree that the Escrow Agreement shall remain in full force and effect and that through and including the date of this Agreement there has not been a breach or default under the Escrow Agreement by either Party. Elliott acknowledges and agrees that (1) the shares held in escrow under the Escrow Agreement will be forfeited due to the failure to achieve required EBITDA targets, and (2) any claims by him pursuant to the Escrow Agreement are subject to the release provisions of paragraph 7 and 8 of this Agreement.

     4.  Return of Employer Property . On the date Elliott signs this Agreement, Elliott will immediately turn over to Arcadia all Arcadia property which he has in his possession or control, including any Arcadia records, files, computer disks, software, printers, cellular phones and PDA’s issued by Arcadia, and documents, regardless of the media in which such documents are stored, and including any keys or Arcadia credit cards, which Elliott agrees to immediately cease using. However, Elliott may purchase his office furniture for book value. Elliott is entitled to keep the computer(s) he currently uses, however, Arcadia reserves the right to inspect such computer(s), or other equipment and to delete, at its option, any data Arcadia deems proprietary or confidential in nature. Elliott agrees that should a dispute arise between Elliott and Arcadia regarding the deletion of data on equipment retained by Elliott, then Arcadia may, at its discretion, request the return of said computer(s) or equipment.

     5.  Full Payment . Elliott agrees that the consideration to be paid to him described above in Paragraphs 1, 2, 3 and Recital Subparagraph E shall constitute full and final payment for all services he has rendered to Arcadia and for such promises made by Elliott in this Agreement and that such payments are in lieu of any other compensation, bonus, severance pay, vacation pay, incentive compensation pay, or employee benefits.

     6.  Reimbursement of Expenses . Arcadia shall reimburse Elliott for any and all business expenses incurred during the term of his Employment Agreement for which he is entitled to reimbursement under Arcadia’s reimbursement policies and procedures in effect on the date hereof. All such expenses for reimbursement shall be submitted within thirty (30) days from the date of this Agreement. Any such expenses submitted after this thirty day period will not be reimbursed. Arcadia shall make reimbursement payments promptly and in any event no later than seven days after submission.

     7.  Release of Claims — Elliott . Except for a breach by Arcadia of this Agreement, the Stock Option Agreement as amended in Paragraph 2 above, portions of the Employment Agreement addressed in this Agreement and the Existing Warrant (none of which are the subject of any release hereunder), from the date of this Agreement forward, Elliott hereby forever releases and discharges Arcadia and each of Arcadia’s past or present owners, members, shareholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, insurers, employee benefit programs, the trustees, administrators, fiduciaries, and insurers of such programs, parent companies, divisions, subsidiaries, affiliates (and any past or present agents, directors, officers, employees, representatives, attorneys, insurers, and employee benefit programs of such parent companies, divisions, subsidiaries, and affiliates), and all persons acting by, through, under, or in concert with any of them (collectively “Releasees”), from any and all claims, demands, rights, charges, actions, interests, debts, liabilities, damages, costs and expenses, or causes of action of whatever type or nature, whether legal or equitable, whether in tort or in contract, which Elliott may now have against them, either individually, jointly or severally, based upon acts which have occurred from the beginning of time to the date of this Agreement, and especially from any and all claims, demands, or causes of action arising out of, either directly or indirectly, Elliott’s employment or separation of employment with Arcadia, including, but not limited to, any rights or causes of action Elliott may have under the Age Discrimination in Employment Act, as amended, 29 U.S.C. §621, et . seq . (“ADEA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000 et . seq ., and the Florida Civil Rights Act (Chapter 760, Florida Statutes), the Florida Public Whistleblower Act (Fla. Stat. 112.3187, et. seq.), the Florida Equal Pay Act, and waivable rights under the Florida Constitution, the Americans With Disabilities Act, and the Persons With Disabilities Civil Rights Act, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, and the Sarbanes-Oxley Act of 2002, including any claim for or right to attorney fees, costs and expenses thereunder. Elliott does not intend to waive and does not waive any claims that may arise under the ADEA after the date on which he signs this Agreement. Elliott understands that this Agreement may not affect the rights and responsibilities of the Equal Employment Opportunity Commission (“EEOC”) to enforce the ADEA and that this Agreement may not be used to justify interfering with the protected right of employees, including Elliott, to file a charge or participate in an investigation or proceeding conducted by the EEOC under the ADEA.

     8.  Knowing and Voluntary Release . Elliott acknowledges and agrees that:

     (a) He is the sole owner of the claims that are released in this Agreement and that he has the full right and power to grant, execute and deliver the releases and promises in this Agreement;

     (b) This Agreement covers all claims arising out of his employment, including those that he does not know about;

     (c) This Agreement is written in a manner that Elliott understands;

     (d) Elliott is waiving claims under the foregoing laws, including specifically the Age Discrimination in Employment Act, as amended, 29 U.S.C. 621, et . seq .;

     (e) Except as otherwise provided in this Agreement, Elliott is waiving and releasing only those claims based on acts or omissions or transactions and dealings that arose prior to the execution of this Agreement;

     (f) That no representations of any kind have been made by Arcadia to induce Elliott to execute this Agreement, and that the only representations made to Elliott in order to obtain his consent to this Agreement are as stated herein;

     (g) That he is entering into this Agreement of his own free will and without coercion, intimidation or threat of retaliation. He acknowledges and agrees that Arcadia has not exerted undue pressure or influence in this regard;

     (h) That a portion of the consideration offered herein is accepted by him as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims and that he expressly agrees that he is not entitled to and shall not receive any further recovery of any kind from Arcadia or its affiliates and that in the event