<PAGE>   1
Exhibit 10.12

                    FIFTH AMENDMENT TO STOCK PLEDGE AGREEMENT

         This Fifth 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 7th day of March, 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
March 7, 2001 in favor of VXM in the original principal amount of $850,000,
evidencing a loan (the "Loan") to BCC by VXM in the original principal amount of
$850,000, 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.

<PAGE>   2

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

                  "1. (i) 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 with respect to the Companies
                  listed on Schedule 2A attached hereto and incorporated herein
                  (collectively, the "Approved 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 Approved Pledged Interests on the date hereof, which
                  certificates are listed on Schedule 3A attached hereto and
                  incorporated herein (collectively, the "Approved
                  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. The Approved
                  Pledged Interests shall be security for Pledgor's complete
                  payment and performance of: (a) Pledgor's obligations under
                  that certain promissory note dated March 7, 2001 in favor of
                  VXM in the original principal amount of $850,000, (b)
                  Pledgor's obligations under that certain promissory note dated
                  February 9, 2001 in favor of VXM in the original principal
                  amount of $750,000, (c) 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; (d) 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), (c) and (d)
                  collectively, "Loan Documents") and (e) 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), (d) and (e)
                  collectively, the "Secured Obligations").

                  (ii) Subject to the express condition on effectiveness set
                  forth in Section (iii) below, Pledgor hereby pledges, grants a
                  security interest in, mortgages,

<PAGE>   3

                  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 with respect to the Companies listed on Schedule 2B
                  attached hereto and incorporated herein (collectively, the
                  "Non-Approved Pledged Interests"), and delivers to FRR, as
                  agent for itself, IPC, HR, RH and VXM the certificates
                  representing or evidencing the Non-Approved Pledged Interests
                  on the date hereof, which certificates are listed on Schedule
                  3B attached hereto and incorporated herein (collectively, the
                  "Non-Approved 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.
                  The Non-Approved Pledged Interests shall be security for
                  Pledgor's complete payment and performance of the Secured
                  Obligations. Hereinafter, the Approved Pledged Interests and
                  the Non-Approved Pledged Interests shall be collectively
                  referred to herein as the "Pledged Interests".

                  (iii) The Pledgor's pledge in Section (ii) above shall not
                  become effective with respect to the Non-Approved Pledged
                  Interests unless and until the Pledgor has obtained the
                  written consent of Heller Healthcare Finance, Inc. ("Heller")
                  to execute that certain Third Amendment to Stock Pledge
                  Agreement dated as of January 5, 2001 (the "Third Amendment")
                  executed by and among the Pledgor, the Companies and the
                  Secured Party. On the date hereof, Heller has not given its
                  consent to the Third Amendment.

                  (iv) 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.

         (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.

<PAGE>   4

         (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 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.

<PAGE>   5

         (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.

         [This Portion of the Page Intentionally Left Blank]

<PAGE>   6

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

<PAGE>   7

                                    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

<PAGE>   8

                                    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

<PAGE>   9

                                    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

<PAGE>   10

                                    SECURED PARTY:

                                    HR INVESTMENTS LIMITED
                                    RH INVESTMENTS LIMITED
                                    VXM INVESTMENTS LIMITED


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