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                                                                   Exhibit 10.11

                              EXTENSION SUPPLEMENT

     EXTENSION SUPPLEMENT, dated as of February 22, 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 1,
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 March 31, 1999 (the "New Forbearance Termination Date").

     3. Effectiveness. This Supplement shall become effective upon 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.

                            [SIGNATURE PAGE FOLLOWS]







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     IN WITNESS WHEREOF, 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:
                                                                                
                                                                                
                                                                                
                                                                                
                                                   BEAR, STEARNS & CO., INC.
                                                                                
                                                                                
                                                   By 
                                                      ------------------------
                                                      Name:
                                                      Title:
                                                                                
                                                                                




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                                              IBJ SCHRODER BANK & TRUST COMPANY,
                                              as Agent


                                                                                
                                              By _______________________________
                                                 Name:
                                                 Title:












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