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                                                                   Exhibit 10.12

                              EXTENSION SUPPLEMENT

         EXTENSION SUPPLEMENT, dated as of March 31, 1999 (this "Supplement"),
between Northstar Health Services, Inc., a Delaware corporation (the
"Borrower"), Cerberus Partners, LP and Bear, Stearns & Co. Inc. (collectively,
the "Lenders").

                                   WITNESSETH

         WHEREAS, IBJ Schroder Bank & Trust Company (the "Agent") and the
Borrower are parties to that certain Forbearance Agreement, dated as of August
18, 1997 (as amended, supplemented or otherwise modified prior to the date
hereof, the "Forbearance Agreement"); and

         WHEREAS, the Forbearance Agreement shall by its terms terminate on
March 31, 1999 (the "Old Forbearance Termination Date");

         WHEREAS, the Borrower has requested that the Old Forbearance
Termination Date be extended as contemplated by Section 4 of the Forbearance
Agreement, and the Agent and the Lenders are willing to agree to such extension
but only on the terms and subject to the conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and for other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Borrower and the Agent hereby agree as follows:

         1. Definitions. Terms defined in or by the reference in the Forbearance
Agreement are used herein as therein defined.

         2. Forbearance Termination Date. The Forbearance Termination Date is
hereby extended to May 31, 1999 (the "New Forbearance Termination Date").

         3. Effectiveness. This Supplement shall become effective upon the
receipt by the Lenders of evidence satisfactory to the Lenders that this
Supplement has been executed and delivered by the Borrower.

         4. Representations and Warranties. To induce the Lenders to enter into
this Supplement, the Borrower hereby represents and warrants to the Agent and
the Lenders that, after giving effect to the extension of the Forbearance
Termination Date and the other modifications to the Forbearance Agreement
provided for herein, the representations and warranties contained in the
Forbearance Agreement will be true and correct in all material respects as if
made on and as of the date hereof and that no Forbearance Event of Default will
have occurred and be continuing.


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         5. No Other Modifications. Except as expressly modified hereby, the
Forbearance Agreement shall remain in full force and effect in accordance with
its terms, without any waiver, amendment or modification of any provision
thereof.

         6. No Waiver. The parties hereto agree that the Agent and the Lenders
have not waived or consented to any Default or Event of Default, waived any
right or remedy they may have with respect to any such Default or Event of
Default, or agreed to any modification or waiver of any of the terms and
provisions of the Loan Documents.

         7. Counterparts. This Supplement may be executed by one or more of the
parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

         8. Applicable Law. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         9. Payment of Principal. In addition to the monthly interest payable by
the Borrower to the Lenders, on May 3, 1999, the Borrower shall pay an aggregate
of $100,000 to the Lenders which payment shall represent the monthly principal
installment due on May 1, 1999 under the latest draft of the Amended and
Restated Loan Agreement. In the event that the Borrower shall fail to make such
payment, the Lenders reserve the right to immediately terminate this forbearance
extension prior to the New Forbearance Termination Date.

         10. Interest Rate. The parties hereby agree that effective as of April
1, 1999, the Interest Rate on the Loans shall be calculated as the sum of (a)
the higher of (x) the Prime Rate (as defined in the Loan Documents) and (y) the
Federal Funds Rate plus 0.5%, plus (b) 2.125%.

                            [SIGNATURE PAGE FOLLOWS]



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         IN WITNESS WHERE OF, the parties hereto have caused this Supplement to
be duly executed and delivered as of the day and year first above written.


                              NORTHSTAR HEALTH SERVICES, INC.



                              By /s/ Thomas W. Zaucha
                                 ---------------------------
                                 Name:  Thomas W. Zaucha
                                 Title: CEO


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                              CERBERUS PARTNERS, L.P.



                              By /s/ Joyce Johnson-Miller
                                 -----------------------------
                                 Name:  Joyce Johnson-Miller
                                 Title: Managing Director



                              BEAR, STERNS & CO. INC.



                              By /s/ Gregory A. Hanley
                                 -----------------------------
                                 Name:  Gregory A. Hanley
                                 Title: Senior Managing Director




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                              IBJ SCHRODER BANK & TRUST COMPANY



                              By _____________________________
                                 Name:
                                 Title:



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