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                                                                    Exhibit 10.3


                               SECOND AMENDMENT TO
                            ASSET PURCHASE AGREEMENT

      THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") is
entered into this 30th day of November, 1999, between Balanced Care Corporation,
a Delaware corporation ("BCC"), for itself and for each of its subsidiaries
(each a "Subsidiary" and collectively the "Subsidiaries," and together with BCC
the "Seller") listed on Exhibit A, each with corporate offices at 1215 Manor
Drive, Mechanicsburg, PA 17055 except as otherwise set forth on Exhibit A; and
Christian Health Care of Missouri, Inc., a Missouri nonprofit corporation, with
offices at 302 S. 7th Street, Suite B, Rogers, Arkansas 72765, or its permitted
nominees ("Purchaser").

                                    RECITALS:

      WHEREAS, Seller and Purchaser entered into that certain Asset Purchase
Agreement dated as of October 15, 1999 (the "Asset Purchase Agreement") relating
to the purchase and sale of certain assets more particularly described therein;

      WHEREAS, Seller and Purchaser entered into that First Amendment to Asset
Purchase Agreement dated as of October 21, 1999 (the "First Addendum").
Hereinafter, the Asset Purchase Agreement and the First Addendum shall
hereinafter collectively be referred to as the Asset Purchase Agreement; and

      WHEREAS, the parties have agreed to amend certain provisions of the Asset
Purchase Agreement.

      NOW, THEREFORE, for good and valuable consideration paid by each of the
parties hereto to the other, the receipt and sufficiency of which is hereby
acknowledged and in consideration of the covenants and agreements set forth
herein, the parties hereto agree as follows:

1.     Undefined Terms.  Any term used but not defined herein shall have the
meaning ascribed to such term in the Asset Purchase Agreement.

2. Amendment of Article I. (a) Article I of the Asset Purchase Agreement is
hereby amended to add the following definitions:


      1.33A "Guaranty" shall mean that certain Agreement of Guaranty,
      Suretyship, and Indemnity dated as of the Closing Date referenced in
      Section 3.1.2 whereby the Purchaser shall unconditionally guarantee the
      Purchaser's obligations under the terms and conditions of the Promissory
      Note and the Second Promissory Note. The Guaranty shall be in a form
      mutually agreeable between BCC and Purchaser.

      1.45A-1 "Meditrust" shall mean Meditrust Corporation, a Delaware
      corporation, together with its affiliates and their respective successors
      and assigns, including, without limitation, Meditrust Mortgage
      Investments, Inc.
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      1.54A "Prepayment" shall have the meaning given to such term in Section
      11.10.

      1.54B "Promissory Note" shall mean that certain promissory note dated as
      of the Closing Date referenced in Section 3.1.2 made by Purchaser payable
      to the order of BCC in the original principal amount of $525,000, having
      such other terms and conditions as are more specifically set forth
      therein. The Promissory Note shall be in a form mutually agreeable between
      BCC and Purchaser.

      1.65A "Second Mortgage" shall mean that certain deed of trust dated as of
      the Closing Date referenced in Section 3.1.2 granted by Purchaser in favor
      of BCC encumbering the Owned Facilities and securing the Purchaser's
      obligations under the Second Promissory Note and Guaranty, having such
      other terms and conditions as are more specifically set forth therein. The
      lien of the Second Mortgage shall be subordinate only to the lien of the
      deed of trust granted by Purchaser in favor of its lender. The Second
      Mortgage shall be in a form mutually agreeable between BCC and Purchaser.

      1.65B "Second Promissory Note" shall mean that certain promissory note
      dated as of the Closing Date referenced in Section 3.1.2 made by Purchaser
      payable to the order of BCC in the original principal amount of
      $2,000,000, having such other terms and conditions as are more
      specifically set forth therein. The Second Promissory Note shall be in a
      form mutually agreeable between BCC and Purchaser.

(b) Section 1.46 of Article I is hereby amended and restated in its entirety to
read as follows:

      1.46  "Other Agreements" shall mean the Lease Guaranty Fee Agreement(s)
            (if necessary and required due to the guaranty obligations of BCC
            required by Seller's landlords and lenders), the Second Promissory
            Note, the Second Mortgage and the other agreements set forth on
            Schedule 1.46, including any other agreements executed and delivered
            under or in connection therewith.

3. Amendment of Section 2.1.2. Section 2.1.2 of the Asset Purchase Agreement is
hereby amended and restated in its entirety to read as follows:

      2.1.2 Equipment, Machinery and Other Tangible Personal Property. All
machinery, equipment, leasehold improvements, automobiles, supplies, office
furniture and office equipment, computing and telecommunications equipment and
other items of personal property that are owned or leased by Seller located at
any of the Facilities or the Seller's regional office headquarters in
Springfield, Missouri and used in connection with the Business, including but
not limited to those described in Schedule 2.1.2 hereto.


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4. Amendment of Section 3.1.2. Section 3.1.2 of the Asset Purchase Agreement is
hereby amended and restated in its entirety to read as follows:

      3.1.2 Form of Payment. The Purchase Price (subject to any adjustments as
      set forth in Schedule 2.1.3) shall be paid by Purchaser as follows:

            (i)   Escrow Amount.  $250,000 (the "Escrow Amount") to be paid
                  by Purchaser to Escrow Agent on the date of execution of
                  this Agreement and held by Escrow Agent pursuant to the
                  terms and subject to the conditions of the Deposit Escrow
                  Agreement and this Agreement.  The Seller and Purchaser
                  shall simultaneously herewith enter into a Deposit Escrow
                  Agreement substantially in the form attached to Exhibit C
                  hereto.

            (ii)  Cash Consideration. $6,425,000 in cash (Purchase Price less
                  the Escrow Amount, less the original principal amount of the
                  Promissory Note, less the original principal amount of the
                  Second Promissory Note), by wire transfer of immediately
                  available funds to BCC at the time of Closing.

            (iii) Promissory Note. At Closing, Purchaser shall deliver the
                  Promissory Note to BCC in the original principal amount of
                  $525,000 (unless Purchaser, in its sole discretion, agrees to
                  pay the entire Purchase Price in cash consideration at
                  Closing). The Promissory Note shall provide for the payment of
                  interest at a rate equal to ten percent (10%) per annum.
                  Commencing on the 1st day of the first calendar month
                  immediately following Closing and continuing on the first day
                  of each month for the next forty-eight (48) months, Purchaser
                  shall make payments of principal and interest on the
                  outstanding principal amount of the Promissory Note based on
                  an amortization of forty-eight (48) months. On the maturity
                  date, all principal and accrued but unpaid interest under the
                  Promissory Note shall be immediately due and payable in full.
                  In addition and as additional security for the repayment of
                  the Promissory Note, the principal(s) of Purchaser and Seller
                  shall enter into the Guaranty.

            (iv)  Second Promissory Note. At Closing, Purchaser shall deliver
                  the Second Promissory Note to BCC in the original principal
                  amount of $2,000,000 (unless Purchaser, in its sole
                  discretion, agrees to pay the entire Purchase Price in cash
                  consideration at Closing). The Second Promissory Note shall
                  provide for the payment of interest at a rate equal to eight
                  and three/quarters percent (8.75%) per annum. Commencing on
                  the 1st day of the first calendar month immediately following
                  Closing and continuing on the first day of each month
                  thereafter including June 1, 2000, Purchaser shall make
                  payments of interest only on the outstanding principal


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                  amount of the Second Promissory Note. Commencing on July 1,
                  2000 and continuing thereafter on the first day of each month
                  including June 1, 2002, Purchaser shall make payments of
                  principal and interest on the outstanding principal amount of
                  the Second Promissory Note based on an amortization of
                  twenty-four (24) months. On June 1, 2002, all principal and
                  accrued but unpaid interest under the Second Promissory Note
                  shall be immediately due and payable in full. Notwithstanding
                  the foregoing, in the event Purchaser pays off the existing
                  lease and loan obligations in favor of Meditrust with respect
                  to the Facilities, all principal and accrued but unpaid
                  interest under the Second Promissory Note shall be immediately
                  due and payable in full. There will be no penalty for
                  prepayment under the Second Promissory Note. As additional
                  security for the repayment of the Second Promissory Note, the
                  principal(s) of Purchaser shall enter into the Guaranty. In
                  addition and as additional security for the repayment of the
                  Second Promissory Note, Purchaser shall use commercially
                  reasonable efforts to obtain approval from its lender for
                  Purchaser to grant the Second Mortgage in favor of BCC.

5. Amendment of Section 7.7. The last sentence of Section 7.7 is hereby amended
and restated in its entirety to read as follows:

      The Parties agree to finalize the form and content of the Lease Guaranty
      Fee Agreement on terms mutually acceptable to both Parties on or before
      Closing.

6. Amendment of Article XI. A new Section 11.10 is hereby added to Article XI,
which reads in its entirety as follows:

            11.10. Prepayment of Hawthorn Loan. On the Closing Date, Purchaser
      shall make a prepayment on Seller's behalf on the $41,385,000 loan from
      Meditrust to Hawthorn Health Properties, Inc. in an amount equal to
      $4,000,000 (the "Prepayment"). In the event Closing does not occur, the
      Prepayment shall be returned by Meditrust to Purchaser. Notwithstanding
      the foregoing, in the event Meditrust does not require or otherwise waives
      the Prepayment requirement at Closing, Purchaser shall be required to pay
      Seller $2,000,000 in cash consideration at Closing in lieu of entering
      into the Second Promissory Note as contemplated and set forth in Section
      3.1.2(iv) above.

 7. Counterparts. This Amendment may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. A counterpart may consist
of a signature page of this Agreement.

8. Successors and Assigns. This Amendment shall be binding upon the parties
hereto and their respective successors and assigns.


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9. Force and Effect of Amendment. Except as specifically amended, modified or
supplemented as set forth in this Amendment, the Asset Purchase Agreement
remains in full force and effect and is hereby ratified by the parties hereto
and thereto.

10. Governing Law. The validity and interpretation of this Amendment shall be
construed in accordance with, and governed by, the internal laws of the State of
Missouri, without regard to principles of conflicts of laws.



               [THE NEXT PAGE FOLLOWING IS THE SIGNATURE PAGE]


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      IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this Amendment to be signed in their respective names by an
officer thereof duly authorized as of the date first above written.


WITNESS:                            PURCHASER:
                                    CHRISTIAN HEALTH CARE OF MISSOURI, INC.


/s/ Ray Green                       By: /s/ Allen Kilgore
-------------                       -----------------------
                                    Name:  Allen D. Kilgore
/s/                                 Title: President
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WITNESS:                            SELLER:
                                    BALANCED CARE CORPORATION, for itself and
                                    for each of the Subsidiaries


/s/ John F. Duggan                  By: /s/ Brad E. Hollinger
------------------                  -------------------------
                                    Name: Brad E. Hollinger
/s/ Angie A. Kelly                  Title: Chairman & CEO
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