THIS EMPLOYMENT AGREEMENT (this “ Agreement ”), by and between Arcadia Resources, Inc., a
Nevada corporation (“ Arcadia ” or “ Employer ”), and Matthew R. Middendorf, a resident of the State of
Florida (the “ Executive ”), is entered into on this 4 th day of January, 2008, to be effective as of February 1,
2008 (the “ Effective Date ”).
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 on the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date
and continuing until terminated as provided below in Section 4 (the “ Employment Period ”).
2. Position and Duties .
(a) As of the Effective Date, and during the Employment Period, the Executive will be employed as Chief
Financial Officer (Principal Financial and Accounting Officer) and Treasurer of Arcadia and such of its
subsidiaries as may be determined by Arcadia’s President and Chief Executive Officer (“ CEO ”), performing
such duties as may be designated by the President/CEO from time to time (which shall be consistent with the
general nature of the duties and authority of such officer in similarly situated companies) and in compliance with
Employer’s policies and procedures applicable to similarly situated employees in effect from time to time.
Executive shall report to Arcadia’s President/CEO or to such other person designated by the President/CEO
with Executive’s written consent which shall not be unreasonably withheld.
(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 signific