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4th Amdmt To Stock Pledge Agrmt

This is an actual contract by Balanced Care.

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Sectors: Health Products and Services
Effective Date: April 18, 2000
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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. 2
(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. 3
(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
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