X0202 4 2005-09-28 0 0001071941 ARCADIA RESOURCES, INC ACDI 0001159159 JANA PARTNERS LLC 201 POST STREET SUITE 100 SAN FRANCISCO CA 94108 0 0 1 0 Series B-1 Warrant (convertible into Common Stock) 0.001 2005-09-28 4 P 0 4444444 A 2009-09-28 Common Stock 4444444 4444444 D Series B-2 Warrant (convertible into Common Stock) 2.25 2005-09-28 4 P 0 1555555 A 2009-09-28 Common Stock 1555555 1555555 D Convertible Note (convertible into Common Stock) 2.25 2005-09-30 4 J 0 5000000 5000000 D 2006-05-01 Common Stock 2222222 0 D Unless the Reporting Person delivers to the Issuer irrevocable written notice sixty-one days prior to the effective date of such notice that the following restrictions shall not apply to the Reporting Person, the Reporting Person may not acquire a number of shares of common stock to the extent that, upon such exercise, the number of shares of common stock of the Issuer then beneficially owned by the Reporting Person (and its affiliates) would exceed 9.99% of the total number of shares of the Issuer's stock then issued and outstanding. The Series B-1 Warrant and the Series B-2 Warrant, collectively had a purchase price of $10,000,000. A note convertible into 2,222,222 shares of common stock was repaid on September 30, 2005 for $5,000,000. Immediately exercisable. /s/ Charles Penner, General Counsel JANA Partners LLC 2005-09-30