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Exhibit 4.5


                         CAPITAL STOCK PURCHASE WARRANT
                 TO SUBSCRIBE FOR AND PURCHASE CAPITAL STOCK OF
                            BALANCED CARE CORPORATION


      THIS CERTIFIES that, for value received, Dale Cordial, an individual,
(together with any subsequent transferees of all or any portion of this Warrant,
the "Holder"), is entitled, upon the terms and subject to the conditions
hereinafter set forth, to subscribe for and purchase from Balanced Care
Corporation, a Delaware corporation (hereinafter called the "Company"), at the
Exercise Price as defined in Section 3, up to that number of fully paid and
non-assessable shares of the Company's Common Stock as set forth in Section 2.

      1.     Definitions.  As used herein the following terms shall have the
following meanings:

            "Capital Stock" means each and every class or series of authorized
capital stock and Convertible Securities of the Company, including but not
limited to common stock, preferred stock or any form of convertible capital
stock, regardless of voting, dividend and liquidation rights and regardless of
any other powers, preferences and relative participating, optional or other
special rights, qualifications, limitations or restrictions.

            "Common Stock" means all stock of any class or classes (however
designated) of the Company, authorized upon the date hereof or thereafter, the
holders of which shall have the right, without limitation as to amount, either
to all or to a share of the balance of current dividends and liquidating
dividends after the payment of dividends and distributions on any shares
entitled to preference, and the holders of which shall ordinarily, in the
absence of contingencies, be entitled to vote for the election of a majority of
directors of the Company (even though the right so to vote has been suspended by
the happening of such a contingency).

            "Convertible Securities" means any evidences of indebtedness, shares
(other than shares of Capital Stock) or other securities convertible into or
exchangeable for Capital Stock.

            "Person" means, without limitation, an individual, a partnership, a
corporation, a limited liability company, a trust, a joint venture, an
unincorporated organization, a government or any


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department or agency thereof or any other entity.

            "shares" means the shares of the Company's Common Stock as set forth
in Section 2 issued or issuable to the Holder upon the exercise of this Warrant
and any other shares of common stock of the Company issued with respect to such
shares (because of stock splits, stock dividends, reclassifications,
recapitalizations, mergers, consolidations, or similar events) as provided in
Section 9 hereof.

       2. The Shares Subject to this Warrant. This Warrant shall be exercisable
for up to twenty three thousand seven hundred and fifty (23,750) shares of
Common Stock, as the same may be adjusted pursuant to the terms of this Warrant.

      3.    The Exercise Price.  The exercise price per share of the Shares
subject to this Warrant shall be $4.00 per share subject to adjustment in
accordance with Section 9 hereof (the "Exercise Price").

      4. Vesting; Term. The purchase rights represented by this Warrant shall
immediately vest on September 1, 1998. The purchase rights are exercisable by
the Holder with respect to the number of Shares set forth on the Vesting
Schedule attached as Exhibit B. The purchase rights under this Warrant shall
expire on the fifth anniversary of the date hereof.

      5. Method of Exercise Payment and Issuance. Subject to Section 4 above,
the purchase rights represented by this Warrant may be exercised, in whole or in
part and from time to time, by the surrender of this Warrant and the duly
executed Notice of Exercise (the form of which is attached hereto as Exhibit A)
at the principal office of the Company and by the payment to the Company either
by check or wire transfer, in an amount equal to the Exercise Price multiplied
by the number of Shares then being purchased together with notice of
arrangements reasonably satisfactory to the Company. Upon exercise, the Holder
shall be entitled to receive, within a reasonable time, and in any event within
thirty (30) days of receipt of such Notice, a certificate or certificates,
issued in the Holder's name or in such name or names as the Holder may direct,
for the number of Shares so purchased, and, unless this Warrant has been fully
exercised or expired, a new Warrant representing the portion of the Shares, if
any, with respect to which this Warrant shall not then have been exercised shall
also be issued to the Holder as soon as possible and in any


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event within such thirty (30) day period. The Shares so purchased shall be
deemed to be issued as of the close of business on the date on which this
Warrant shall have been exercised.

      6.    Legend.  Each certificate evidencing any of the Shares shall bear
a legend substantially as follows:

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
      AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, ANY MAY NOT BE SOLD,
      MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
      EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT
      OF 1933, OR AN OPINION OF COUNSEL FOR THE COMPANY THAT REGISTRATION IS
      NOT REQUIRED UNDER SUCH ACT.

      7. Shares to be Issued; Reservation of Shares. The Company covenants that
all Shares that may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon issuance, be fully paid and
non-assessable, and free from all taxes, liens and charges with respect to the
issue thereof. During the period within which the purchase rights represented by
this Warrant may be exercised, the Company will at all times have authorized and
reserved, for the purpose of issuance upon exercise of the purchase rights
represented by this Warrant, a sufficient number of shares of its Capital Stock
to provide for the exercise of the rights represented by this Warrant.

      8. No Fractional Shares. No fractional shares shall be issued upon the
exercise of this Warrant. In lieu thereof, a cash payment shall be made equal to
such fractional multiplied by the fair market value of such shares of Capital
Stock as determined in good faith by the Company's Board of Directors.

      9. Adjustments of Number of Shares. In the event of any subdivision or
combination of the outstanding shares of Common Stock, stock dividend in respect
to its Common Stock, recapitalization, or reclassification of shares of Common
Stock, the number of and kind of shares issuable upon exercise of this Warrant,
and the Exercise Price per share, shall be equitably adjusted by the Company's
Board of Directors as the Board deems necessary to prevent dilution of the
rights of the Holder set forth in this Warrant. Promptly following any such
adjustment, the Company shall provide the Holder with a certificate stating the


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nature of the event giving rise to the adjustment and setting forth the adjusted
Exercise Price and number and kind of shares for which this Warrant is then
exercisable. Provided, however, the Holder hereof shall have no right to any
adjustment of the number of Shares associated with the issuance by the Company
of any Preferred Stock.

           10.    Notices of Record Date, etc.  In the event of:

            a. any taking by the Company of a record of the holders of any
Capital Stock for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase, or otherwise acquire any shares of Capital Stock or any
other securities or property, or to receive any other right; or

            b.     any capital reorganization of the Company, any
reclassification or recapitalization of the Capital Stock or any transfer of
all or substantially all of the assets of the Company to or consolidation or
merger of the Company with or into any other Person; or

            c. any voluntary or involuntary dissolution, liquidation or
winding-up of the Company; then and in each such event the Company will mail or
cause to be mailed to the Holder of this Warrant a notice specifying (i) the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, and (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock shall be entitled
to exchange their shares of Common Stock for securities or other property
deliverable upon such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding-up. Such
notice shall be mailed at least twenty (20) days prior to the date therein
specified.

      11. No Rights as Stockholder. This Warrant does not entitle the Holder to
any voting rights or other rights as a stockholder of the Company prior to
exercise of this Warrant and the payment for the shares of Capital Stock so
purchased. Notwithstanding the foregoing, the Company agrees to transmit to the
Holder such information, documents and reports as are distributed to holders of

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the Capital Stock of the Company concurrently with the distribution thereof to
the stockholders. Upon valid exercise of this Warrant and payment for the shares
of Capital Stock so purchased in accordance with the terms of the Warrant, the
Holder or the Holder's designee, as the case may be, shall be deemed a
stockholder of the Company.

      12.   Modifications and Waivers.  This Warrant may not be changed,
waived, discharged or terminated except by an instrument in writing signed by
the party against which enforcement of the same is sought.

      13. Notices. Any notice, request or other document required or permitted
to be given or delivered to the Holder hereof or the Company shall be delivered
or shall be sent by certified or registered mail, postage prepaid, if to the
Holder, at its address shown on the books of the Company and if to the Company,
at the address indicated therefor on the signature page of this Warrant.

      14. Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants with the Holder that upon its receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and of an indemnity or security reasonably satisfactory to it, and
upon reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new warrant, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant.

      15. Binding Effect on Successors. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets, and all of the obligations of
the Company relating to the Shares issuable upon exercise of this Warrant shall
survive the exercise and termination of this Warrant and all of the covenants
and agreements of the Company shall inure to the benefit of the successors and
assigns of the Holder. This Warrant is fully transferable and the Company may
treat the registered Holder of this Warrant as such Holder appears on the
Company's books at any time as the Holder for all purposes.

      16.      Governing Law.  This Warrant shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the
laws of the State of Delaware.

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      IN WITNESS WHEREOF, Balanced Care Corporation has caused this Warrant to
be executed under seal by its officer thereunto duly authorized.

Dated: September 1, 1998

CORPORATE                                             BALANCED CARE CORPORATION
   SEAL



                                                      By /s/ Brad E. Hollinger
                                                             Brad E. Hollinger
                                                             President and CEO


ATTEST


By /s/ Robin L. Barber
       Robin Barber
       Assistant Secretary

Address:

5021 Louise Drive
Suite 200
Mechanicsburg, Pennsylvania 17055


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                                    EXHIBIT A

                               NOTICE OF EXERCISE

Balanced Care Corporation
Suite 200
5021 Louise Drive
Mechanicsburg, Pennsylvania 17055
Attention: Chief Executive Officer

1.    The undersigned hereby elects to purchase       shares of Common Stock of
      Balanced Care Corporation pursuant to the terms of the attached Warrant,
      and tenders herewith payment of the purchase price of such shares in full.

2.    Please issue a certificate or certificates representing said shares in the
      name of the undersigned or in such other name or names as are specified
      below.

3.    In the event of partial exercise, please re-issue an appropriate
      Warrant exercisable into the remaining shares.

(Name)


(Address)


(Signature)


(Date)



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                                    EXHIBIT B

                                VESTING SCHEDULE
<TABLE>
<CAPTION>
Date                                      Number of Shares Available For
                                          Exercise

<S>                                       <C>
On and as of September 1, 1998            23,750
</TABLE>

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