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Exhibit 10.9

                   FOURTH AMENDMENT TO STOCK PLEDGE AGREEMENT

         This Fourth Amendment Agreement (this "Amendment") to that certain
Stock Pledge Agreement (as amended, the "Stock Pledge Agreement") entered into
as of April 18, 2000 by and among Balanced Care Corporation, a Delaware
corporation ("BCC"), the other parties identified as Pledgors on the signature
pages hereto, all of which are Delaware corporations and are wholly-owned
subsidiaries of BCC (collectively referred to herein as "Subsidiaries", and
together with BCC, collectively the "Pledgor"), the parties identified as
Companies on the signature pages hereto, all of which are Delaware corporations
(individually, a "Company" and collectively, the "Companies"), FRR Investments
Limited, a Cayman Islands corporation ("FRR"), and IPC Advisors S.A.R.L., a
Luxembourg corporation ("IPC"), is entered into as of this 9th day of February,
2001 by and among the Pledgor, the Companies, FRR, IPC, HR Investments Limited,
a Cayman Islands corporation ("HR"), RH Investments Limited, a Cayman Islands
corporation ("RH") and VXM Investments Limited, a Cayman Islands corporation
("VXM") (FRR, IPC, HR, RH and VXM are collectively referred to as the "Secured
Party").

         WITNESSETH:

         WHEREAS BCC is issuing a Promissory Note (the "Promissory Note") dated
February 9, 2001 in favor of VXM in the original principal amount of $750,000,
evidencing a loan (the "Loan") to BCC by VXM in the original principal amount of
$750,000, the proceeds of which have been advanced to BCC;

         AND WHEREAS Pledgor, being all of the shareholders of the Companies,
has received a direct benefit from the consummation of the transactions
evidenced by the Promissory Note;

         NOW THEREFORE, the parties hereby agree as follows:

1.       INCORPORATION OF RECITALS; DEFINITIONS.

         The recitals set forth above are incorporated herein by reference and
are made a part hereof to the same extent as if such recitals were set forth
herein. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Stock Pledge Agreement.

2.       EQUITY PLEDGE.
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         (a)      Section 1 of the Stock Pledge Agreement is hereby amended and
                  restated in its entirety as follows:

                  "Pledgor hereby pledges, grants a security interest in,
                  mortgages, assigns, transfers, delivers, sets over and
                  confirms unto Secured Party, its successors and assigns, all
                  of Pledgor's right, title and interest in and to all Equity
                  Interests owned by Pledgor (collectively, the "Pledged
                  Interests"), and delivers to FRR, as agent for itself, IPC, HR
                  Investments Limited ("HR"), RH Investments Limited ("RH") and
                  VXM Investments Limited ("VXM"), the certificates representing
                  or evidencing the Pledged Interests on the date hereof, which
                  certificates are listed on Schedule 3 attached hereto
                  (collectively, the "Certificates"), with equity powers
                  attached duly endorsed in blank by each Pledgor, receipt of
                  which is acknowledged by FRR, as agent for itself, IPC, HR, RH
                  and VXM, as security for Pledgor's complete payment and
                  performance of: (a) Pledgor's obligations under that certain
                  promissory note dated February 9, 2001 in favor of VXM in the
                  original principal amount of $750,000, (b) Pledgor's
                  obligations under the promissory notes dated December 7, 2000
                  in favor of HR, RH and VXM in the original principal amounts
                  of $500,000, $500,000 and $500,000, respectively; (c)
                  Pledgor's obligations under the promissory notes dated
                  November 6, 2000 in favor of HR, RH and VXM, in the original
                  principal amounts of $2,166,666.67, $2,166,666.67 and
                  $2,166,666.66, respectively, and the Indemnification Agreement
                  (clauses (a), (b) and (c) collectively, "Loan Documents") and
                  (d) all other past, present and future obligations of Pledgor
                  to any Secured Party which the Secured Party makes subject to
                  this Agreement in its sole discretion by notice in writing
                  given by such Secured Party to Pledgor (clauses (a), (b), (c)
                  and (d) collectively, the "Secured Obligations"). Upon the
                  payment and satisfaction in full of the Secured Obligations,
                  this Agreement and the security interests granted hereby in
                  the Pledged Interests shall be released (with FRR, as agent
                  for itself, IPC, HR, RH and VXM returning all certificates
                  evidencing Pledged Interests and the Secured Party taking such
                  other action as Pledgor may reasonably request to release the
                  security interests granted hereby).

3.       MISCELLANEOUS.
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         (a)      Except as expressly amended or modified by this Amendment, the
                  terms and conditions of the Stock Pledge Agreement shall
                  remain in full force and effect.

         (b)      Each Pledgor hereby reaffirms and restates the representations
                  and warranties set forth in the Stock Pledge Agreement, as
                  amended by this Agreement, and all such representations and
                  warranties shall be true and correct on the date hereof
                  (unless expressly related to an earlier date) with the same
                  force and effect as if made on such date. Each Pledgor
                  represents and warrants (which representations and warranties
                  shall survive the execution and delivery hereof) to the
                  Secured Party that on the date hereof:

                  i.       It has the corporate power and authority to execute,
                           deliver and carry out the terms and provisions of
                           this Agreement and the transactions contemplated
                           hereby and has taken or caused to be taken all
                           necessary corporate action to authorize the
                           execution, delivery and performance of this Agreement
                           and the transactions contemplated hereby;

                  ii.      Except as already obtained, no consent of any other
                           person (including, without limitation, shareholders
                           or creditors of any Pledgor), and no action of, or
                           filing with any governmental or public body or
                           authority is required to authorize, or is otherwise
                           required in connection with the execution, delivery
                           and performance of this Agreement;

                  iii.     This Agreement has been duly executed and delivered
                           on behalf of each Pledgor by a duly authorized
                           officer, and constitutes a legal, valid and binding
                           obligation of each Pledgor enforceable in accordance
                           with its terms, subject to bankruptcy,
                           reorganization, insolvency, moratorium and other
                           similar laws affecting the enforcement of creditors'
                           rights generally and the exercise of judicial
                           discretion in accordance with general principles of
                           equity; and

                  iv.      The execution, delivery and performance of this
                           Agreement will not violate any law, statute or
                           regulation, or any order or decree of any court or
                           governmental instrumentality having
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                           jurisdiction over any Pledgor, any Company or any
                           property owned by any Pledgor or any Company, or
                           conflict with, or result in the breach of, or
                           constitute a default under any contractual obligation
                           of any Pledgor or any Company.

         (c)      This Amendment may be executed in one or more counterparts,
                  each of which shall constitute an original but all of which
                  shall constitute one and the same instrument. Delivery of an
                  executed counterpart of a signature page to this Agreement by
                  telecopier shall be effective as delivery of a manually
                  executed signature page hereto.

         (d)      This Amendment may be amended only by a writing signed by all
                  of the parties hereto.

         (e)      This Amendment and the construction and enforcement hereof
                  shall be governed in all respects by the laws of the
                  Commonwealth of Pennsylvania exclusive of its conflicts of
                  laws principles.

4.       CONDITION TO EFFECTIVENESS

         (a)      This Amendment shall become effective immediately with respect
                  to the Pledged Interests of the Companies numbered 1 through
                  43 (inclusive) but shall not become effective with respect to
                  the Pledged Interests of the Companies numbered 44 though 48
                  (inclusive) on Schedule A attached hereto and incorporated
                  herein until the Pledgor has obtained the written consent of
                  Heller Financial, Inc. to execute that certain Third Amendment
                  to Stock Pledge Agreement dated as of January 5, 2001 executed
                  by and among the Pledgor, the Companies and the Secured Party.
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IN WITNESS WHEREOF, Pledgor, each Company and Secured Party have caused this
Amendment to be duly executed and delivered under hand and seal, all as of the
day and year first above written.

                               PLEDGOR:

                               BALANCED CARE CORPORATION


                               By:/s/Robin L. Barber
                               Name: Robin L. Barber
                               Title:  Senior Vice President and Legal Counsel

                               BALANCED CARE REALTY I, INC.
                               BALANCED CARE REALTY II, INC.
                               BALANCED CARE REALTY III, INC.
                               BALANCED CARE REALTY IV, INC.
                               BALANCED CARE REALTY V, INC.
                               BALANCED CARE REALTY VI, INC.
                               BALANCED CARE REALTY VII, INC.
                               BALANCED CARE REALTY VIII, INC.
                               BALANCED CARE REALTY IX, INC.
                               BALANCED CARE REALTY X, INC.
                               BALANCED CARE REALTY XI, INC.
                               BALANCED CARE REALTY XII, INC.
                               BALANCED CARE REALTY XIII, INC.
                               BALANCED CARE REALTY XIV, INC.
                               BALANCED CARE REALTY XV, INC.
                               BALANCED CARE REALTY XVI, INC.
                               BALANCED CARE REALTY XVII, INC.
                               BALANCED CARE REALTY XVIII, INC.
                               BALANCED CARE REALTY XIX, INC.
                               BALANCED CARE REALTY XX, INC.
                               BALANCED CARE REALTY XXI, INC.
                               BALANCED CARE REALTY XXII, INC.
                               BALANCED CARE REALTY XXIII, INC.
                               BALANCED CARE REALTY XXIV, INC.
                               BALANCED CARE REALTY XXV, INC.

                               By:/s/Robin L. Barber
                               Name: Robin L. Barber
                               Title: Vice President and Secretary
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                               PLEDGOR:

                               BALANCED CARE REALTY XXVI, INC.
                               BALANCED CARE REALTY XXVII, INC.
                               BALANCED CARE REALTY XXVIII, INC.
                               BALANCED CARE REALTY XXIX, INC.
                               BALANCED CARE REALTY XXX, INC.
                               BALANCED CARE REALTY XXXI, INC.
                               BALANCED CARE REALTY XXXII, INC.
                               BALANCED CARE REALTY XXXIII, INC.
                               BALANCED CARE REALTY XXXIV, INC.
                               BALANCED CARE REALTY XXXV, INC.
                               BALANCED CARE REALTY XXXVI, INC.
                               BALANCED CARE REALTY XXXVII, INC.
                               BALANCED CARE REALTY XXXVIII, INC.
                               BALANCED CARE REALTY XXXIX, INC.
                               BCC AT HARRISBURG, INC.
                               BALANCED CARE AT TALLAHASSEE, INC.
                               BALANCED CARE AT PENSACOLA, INC.
                               BALANCED CARE AT HILLIARD, INC.
                               BALANCED CARE AT AKRON, INC.
                               BALANCED CARE AT YORK, INC.
                               BALANCED CARE AT HAGERSTOWN, INC.
                               BALANCED CARE AT BRISTOL, INC.
                               BALANCED CARE AT JOHNSON CITY, INC.
                               BALANCED CARE AT MURFREESBORO, INC.
                               BALANCED CARE AT TEAY'S VALLEY, INC.


                               By:/s/Robin L. Barber
                               Name: Robin L. Barber
                               Title: Vice President and Secretary

                               COMPANIES:

                               BALANCED CARE REALTY AT ALTOONA, INC.
                               BALANCED CARE REALTY AT BERWICK, INC.
                               BALANCED CARE REALTY AT LEWISTOWN, INC.
                               BALANCED CARE REALTY AT MANSFIELD, INC.
                               BALANCED CARE REALTY AT MARTINSBURG, INC.
                               BALANCED CARE REALTY AT MAUMELLE, INC.

                               By:/s/Robin L. Barber
                               Name: Robin L. Barber
                               Title: Vice President and Secretary
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                               COMPANIES:

                               BALANCED CARE REALTY AT MOUNTAIN HOME, INC.
                               BALANCED CARE REALTY AT PECKVILLE, INC.
                               BALANCED CARE REALTY AT READING, INC.
                               BALANCED CARE REALTY AT SCRANTON, INC.
                               BALANCED CARE REALTY AT SHERWOOD, INC.
                               BALANCED CARE REALTY AT STATE COLLEGE, INC.
                               BCC AT WEST VIEW, INC.
                               BCC AT MID-VALLEY, INC.
                               BCC AT OLD FORGE, INC.
                               BCC AT BLOOMSBURG, INC.
                               BCC AT KINGSTON I, INC.
                               BCC AT KINGSTON II, INC.
                               BCC AT BLAKELY, INC.
                               EXTENDED CARE OPERATORS OF HARRISBURG, L.L.C.
                               BCC AT HARRISBURG, INC.
                               C & G HEALTHCARE AT TALLAHASEE, L.L.C.
                               C & G HEALTHCARE AT PENSACOLA L.L.C.
                               ELDER CARE OPERATORS OF LAKEMONT FARMS, LLC
                               ELDER CARE OPERATORS OF HILLIARD, LLC
                               ELDER CARE OPERATORS OF AKRON, LLC
                               ELDER CARE OPERATORS OF YORK, LLC
                               C & G HEALTHCARE AND HAGERSTOWN L.L.C.
                               ELDER CARE OPERATORS OF BRISTOL LLC
                               C & G HEALTH CARE AT JOHNSON CITY, L.C.C.
                               ELDER CARE OPERATORS OF MURFREESBORO LLC
                               C & G HEALTHCARE AT TEAY'S VALLEY L.C.C.


                               By:/s/Robin L. Barber
                               Name: Robin L. Barber
                               Title: Vice President and Secretary
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                               COMPANIES:

                               BALANCED CARE AT TALLAHASSEE, INC.
                               BALANCED CARE AT PENSACOLA, INC.
                               BALANCED CARE AT LAKEMONT FARMS, INC.
                               BALANCED CARE AT HILLIARD, INC.
                               BALANCED CARE AT AKRON, INC.
                               BALANCED CARE AT YORK, INC.
                               BALANCED CARE AT HAGERSTOWN, INC.
                               BALANCED CARE AT BRISTOL, INC.
                               BALANCED CARE AT JOHNSON CITY, INC.
                               BALANCED CARE AT MURFREESBORO, INC.
                               BALANCED CARE AT TEAY'S VALLEY, INC.
                               BCC AT DARLINGTON, INC.
                               BALANCED CARE AT BUTLER, INC.
                               BALANCED CARE AT EYERS GROVE, INC.
                               BALANCED CARE AT NORTH RIDGE, INC.
                               BALANCED CARE AT SARVER, INC.


                               By:/s/Robin L. Barber
                               Name: Robin L. Barber
                               Title: Vice President and Secretary

                               SECURED PARTY:

                               FRR INVESTMENTS LIMITED


                               By:/s/J. B. Unsworth
                               Name: J. B. Unsworth
                               Title: Director

                               IPC ADVISORS S.A.R.L.


                               By:/s/J. B. Unsworth
                               Name: J. B. Unsworth
                               Title: Manager
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                               SECURED PARTY:

                               HR INVESTMENTS LIMITED
                               RH INVESTMENTS LIMITED
                               VXM INVESTMENTS LIMITED


                               By:/s/J. B. Unsworth
                               Name: J. B. Unsworth
                               Title: Director
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                                   SCHEDULE A
                                    COMPANIES


1.       Balanced Care Realty at Altoona, Inc.

2.       Balanced Care Realty at Berwick, Inc.

3.       Balanced Care Realty at Lewistown, Inc.

4.       Balanced Care Realty at Mansfield, Inc.

5.       Balanced Care Realty at Martinsburg, Inc.

6.       Balanced Care Realty at Maumelle, Inc.

7.       Balanced Care Realty at Mountain Home, Inc.

8.       Balanced Care Realty at Peckville, Inc.

9.       Balanced Care Realty at Reading, Inc.

10.      Balanced Care Realty at Scranton, Inc.

11.      Balanced Care Realty at Sherwood, Inc.

12.      Balanced Care Realty at State College, Inc.

13.      BCC at West View, Inc.

14.      BCC at Mid-Valley, Inc.

15.      BCC at Old Forge, Inc.

16.      BCC at Bloomsburg, Inc.

17.      BCC at Kingston I, Inc.

18.      BCC at Kingston II, Inc.

19.      BCC at Blakely, Inc.

20.      BCC at Harrisburg, Inc.

21.      Extended Care Operators of Harrisburg, L.L.C.

22.      C & G Healthcare at Tallahasee, L.L.C.

23.      C & G Healthcare at Pensacola L.L.C.

24.      Elder Care Operators of Lakemont Farms, LLC
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25.      Elder Care Operators of Hilliard, LLC

26.      Elder Care Operators of Akron, LLC

27.      Elder Care Operators of York, LLC

28.      C & G Healthcare and Hagerstown L.L.C.

29.      Elder Care Operators of Bristol LLC

30.      C & G Health Care at Johnson City, L.C.C.

31.      Elder Care Operators of Murfreesboro LLC

32.      C & G Healthcare at Teay's Valley L.C.C.

33.      Balanced Care at Tallahassee, Inc.

34.      Balanced Care at Pensacola, Inc.

35.      Balanced Care at Lakemont Farms, Inc.

36.      Balanced Care at Hilliard, Inc.

37.      Balanced Care at Akron, Inc.

38.      Balanced Care at York, Inc.

39.      Balanced Care at Hagerstown, Inc.

40.      Balanced Care at Bristol, Inc.

41.      Balanced Care at Johnson City, Inc.

42.      Balanced Care at Murfreesboro, Inc.

43.      Balanced Care at Teay's Valley, Inc.

44.      BCC at Darlington, Inc.

45.      Balanced Care at Butler, Inc.

46.      Balanced Care at Eyers Grove, Inc.

47.      Balanced Care at North Ridge, Inc.

48.      Balanced Care at Sarver, Inc.