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                                                                   EXHIBIT 4.5.2


                               FIRST AMENDMENT TO
                               WARRANT AGREEMENT

         THIS FIRST AMENDMENT TO WARRANT AGREEMENT ("Amendment"), dated as of
this ___ day of August, 1997, is entered into by and among The Company Doctor,
a Delaware corporation ("Company"), Continental Stock Transfer & Trust Company
("Warrant Agent"), and Royce Investment Group, Inc., a New York corporation
("Royce").

                              W I T N E S S E T H:

         WHEREAS, the parties entered into a Warrant Agreement dated as of
February 7, 1996 ("Warrant Agreement") in connection with the Company's initial
public offering; and

         WHEREAS, the Warrant Agreement, in material part, authorizes the
Warrant Agent to act on the Company's behalf with respect to the issuance,
registration, transfer, exchange and redemption of the Company's Warrants (as
defined in the Warrant Agreement) and establishes certain terms and conditions
of the Warrants; and

         WHEREAS, the Company desires to issue warrants ("HealthCare Warrants")
to purchase a total of 400,000 shares of Common Stock to HealthCare Financial
Partners-Funding II, L.P., a Delaware limited partnership ("HealthCare"); and

         WHEREAS, the HealthCare Warrants are to be issued on terms and
conditions which are identical to the terms and conditions of the Warrants; and

         WHEREAS, Section 16 of the Warrant Agreement provides that the parties
may modify the Warrant Agreement in order to increase the number of Warrants
which are to be governed by the Warrant Agreement or to make any changes or
corrections that they may deem necessary or desirable and which shall not
adversely affect the interests of the holders of Warrant Certificates; and

         WHEREAS, the parties desire to amend the Warrant Agreement in order to
cause the HealthCare Warrants to be governed by the Warrant Agreement and to
authorize the Warrant Agent to act on the Company's behalf with respect to the
HealthCare Warrants;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth below, the parties hereto agree as follows:

         1.      Definitions.  Except as otherwise provided herein, all
capitalized terms appearing in this Amendment are used herein as defined in the
Warrant Agreement.

         2.      HealthCare Warrants.  Effective as of the date of this
Amendment, the term "Warrant," as used in the Warrant Agreement, shall mean a
total of 2,400,000 Warrants consisting of (i) the 1,840,000 redeemable warrants
issued in the Company's initial public offering, (ii) the 160,000 redeemable
warrants underlying the Royce and Americorp Unit Purchase Options, and (iii)
the 400,000 HealthCare Warrants. Accordingly, all references in the Warrant
Agreement to 2,000,000 Warrants or to 2,000,000 shares of Common Stock
underlying the Warrants shall mean 2,400,000 Warrants or 2,400,000 shares of
Common Stock underlying the Warrants, as the case may be.  As a result of the
foregoing, the HealthCare Warrants shall in all respects be governed by the
terms and conditions of the Warrant Agreement, and the Warrant Agent shall have
full power and authority to act on the Company's behalf with respect to the
issuance, registration, transfer, exchange and redemption of the HealthCare
Warrants in accordance with the terms and conditions of the Warrant Agreement
as amended hereby.
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         3.      Registration.  Warrants to purchase 450,000 shares of Common
Stock (the "private placement warrants") were issued to HealthCare in a private
transaction without registration under the Securities Act of 1933, as amended
(the "Act") in April, 1977.  The HealthCare Warrants and the underlying shares
were subsequent registered on a Registration Statement on Form S-3 (SEC File
No. 333-30977) declared effective on the date hereof.  Upon effectiveness, the
private placement warrants to purchase 450,000 shares of Common Stock are to be
exchanged for the HealthCare Warrants to purchase 400,000 shares of Common
Stock and the HealthCare Warrants will bear no restrictions on transfer upon
such exchange.

         4.      Effect of Amendment.  Except as expressly modified by this
Amendment, all terms and conditions of the Warrant Agreement shall remain in
full force and effect and shall be unchanged by this Amendment.

         5.      Counterparts.  This Agreement may be executed in any number of
counterparts and all so executed shall constitute one agreement, binding on all
the parties hereto, notwithstanding that all of the parties are not signatory
to the original or the same counterpart.

         IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date hereinabove set forth.


                                        THE COMPANY DOCTOR



                                        By: /s/ Donald F. Angle, M.D.          
                                            -----------------------------------
                                            Donald F. Angle, M.D., President
                                        
                                        
                                        CONTINENTAL STOCK TRANSFER &
                                        TRUST COMPANY
                                        
                                        
                                        
                                        By: /s/ H.R. Drews                     
                                            -----------------------------------
                                            H.R. Drews, Vice President
                                        
                                        
                                        ROYCE INVESTMENT GROUP, INC.
                                        
                                        
                                        
                                        By: /s/ John Higgins                   
                                            -----------------------------------
                                            John Higgins, Senior Vice President


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