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                                                                    EXHIBIT 10.3


                              AMENDED AND RESTATED
                                 PROMISSORY NOTE

$886,519.50                                                 LOUISVILLE, KENTUCKY
                                                                   JUNE 30, 2000


         FOR VALUE RECEIVED, PATRICK B. MCGINNIS, of Oldham County residing at
3906 Eagle Way, Prospect, Kentucky 40059, ("Maker"), hereby promises and agrees
to pay to the order of HEALTHCARE RECOVERIES, INC. ("Payee"), a Delaware
corporation, in legal tender of the United States of America, the principal sum
of EIGHT HUNDRED EIGHTY SIX THOUSAND FIVE HUNDRED NINETEEN DOLLARS AND FIFTY
CENTS ($886,519.50), at the time provided below, together with interest computed
from the date of this Promissory Note (the "Note") in accordance with the terms
hereof.

         1.       EXPANSION AND RENEWAL. This Note is an amendment and
restatement of that certain Promissory Note, dated March 31, 1999, by and
between Maker and Payee, in the face principal amount of $350,000, to which
principal amount is added $36,519.50 of accrued but unpaid interest upon the
principal balance (the "Original Note") and an additional $500,000 in
indebtedness advanced to Maker by Payee. The Maker agrees that the execution of
this Note is not intended to, nor shall it operate as, a release, discharge,
compromise, or satisfaction of the Original Note, which, as an obligation of the
Maker, shall survive the execution of this Note, and is incorporated herein by
reference.

         2.       INTEREST RATE; PAYMENT OF INTEREST AND PRINCIPAL.

                  2.1      INTEREST RATE. The unpaid principal balance of this
Note shall bear interest at a fixed rate of 6.62% per annum, compounded annually
and payable, except as provided in Section 2.3 hereof, on the Maturity Date (as
defined below); provided, however, that upon any Event of Default or if amounts
owed are not paid within ten days of the Maturity Date that rate shall become
9.12% per annum.

                  2.2      MATURITY. The unpaid principal balance of, and all
accrued interest on, this Note, unless sooner paid, shall be due and payable
upon the earlier of (i) January 1, 2005 or (ii) the termination (whether
voluntary or involuntary) of Maker's employment with Payee (the "Maturity
Date").

                  2.3      PREPAYMENT. Maker may prepay this Note in whole or in
part without penalty or premium at any time and from time to time; provided,
however (i) 100% of the gain, net of estimated taxes (with any necessary
adjustments paid by Maker or Payee, as the case may be, upon filing of Maker's
tax return to reflect the actual taxes owed), earned by Maker on the sale of
common stock of the Payee ("Payee Common Stock"), (ii) 50% of the difference
between (x) the fair market value of the shares of Payee Common Stock issued
upon Maker's exercise of any option to purchase Payee Common Stock and (y) the
exercise price paid for such shares of Payee Common Stock and (iii) 100% of any
payments whatsoever received by Maker upon any change of control of Payee, shall
be paid to Payee and applied to the principal balance within



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thirty days after such sale, exercise or payment, as the case may be. Except as
provided above, if the Maker prepays any portion of the principal pursuant to
this Section 2.3, the amount prepaid shall be applied first to accrued but
unpaid interest and then to principal balance that remains unpaid.

         3.       EVENTS OF DEFAULT; REMEDIES; FORBEARANCE.

                  3.1      EVENTS OF DEFAULT. If Maker (i) makes a general
assignment for the benefit of his creditors, (ii) applies for or consents to the
appointment of a receiver, trustee or liquidator of all of his assets, (iii) is
adjudicated a bankrupt or insolvent, (iv) files a voluntary petition of
bankruptcy or petition or answer seeking a composition, reorganization or
arrangement with creditors, or admits (by answer, default or otherwise) the
material allegations of any petition filed against him in any bankruptcy,
reorganization, composition, insolvency or other proceedings (whether Federal or
state) relating to relief of debtors, (v) suffers or permits to continue
unstayed and in effect for 90 consecutive days any judgment, decree or order
entered by a court or governmental agency of competent jurisdiction, appointing
a receiver, trustee or liquidator for substantially all of his assets, or (vi)
if Maker fails to pay Payee, within thirty days after the sale, exercise or
payment, as the case may be (x) 100% of the gain, net of estimated taxes (with
any necessary adjustments paid by Maker or Payee, as the case may be, upon
filing of Maker's tax return to reflect the actual taxes owed), earned by Maker
on the sale of Payee Common Stock, (y) 50% of the difference between (A) the
fair market value of the shares of Payee Common Stock issued upon the Maker's
exercise of any option to purchase Payee Common Stock and (B) the exercise price
paid for such shares of Payee Common Stock or (z) 100% of any payments
whatsoever received by Maker upon any change of control of Payee, and such
failure, as described in (x), (y) or (z), continues uncured for thirty days
after notice by Payee to Maker; such occurrence or occurrences shall constitute
an "Event of Default" under this Note. Upon the occurrence of any Event of
Default, Payee or any subsequent holder of this Note may declare all sums of
principal and interest evidenced hereby to be accelerated and immediately due
and payable without demand or notice of any kind, in such order as Payee shall
determine in its sole discretion, and Payee may thereupon exercise all rights
and remedies granted it or available to it in law or in equity.

                  3.2      REMEDIES. If Maker fails to pay the entire principal
balance and all accrued but unpaid interest when due, and Payee institutes any
suit or action to enforce this Note, Maker shall pay to Payee, in addition to
the costs and disbursements otherwise allowed by law, such sums as may be
adjudged reasonable attorney's fees, court costs, and all other expenses in
collecting or attempting to collect this Note.

                  3.3      FORBEARANCE. Payee may, at its sole discretion, grant
an extension of time for payment of any amount due under the terms of this Note
or any other indulgence or forbearance, without affecting the liability of the
Maker under this Note and without waiving any rights Payee may have under this
Note or under the laws of the United States, the Commonwealth of Kentucky or any
other state.

         4.       RIGHT OF SET-OFF. In the event that (i) Maker's employment is
terminated, whether voluntarily or involuntarily, and he is entitled to any
compensation as a result of such termination


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or (ii) Maker is entitled to any payments as a result of a change of control of
Payee, Payee may, in its sole discretion, apply such amounts against amounts to
which Payee is then entitled under this Note.

         5.       MISCELLANEOUS PROVISIONS.

                  5.1      WAIVER OF PRESENTMENT, PROTEST AND NOTICE OF
DISHONOR. Maker waives presentment, protest, notice of dishonor, and all other
notices normally required by law, except where notice is expressly provided for
in this Note.

                  5.2      REMEDIES NOT EXCLUSIVE. No remedy herein conferred
upon or reserved to Payee is intended to be exclusive of any other remedy or
remedies available to Payee under this Note, at law, in equity or by statute,
and each and every such remedy shall be cumulative and in addition to every
other remedy given hereunder or now or hereafter existing at law, in equity or
by statute.

                  5.3      NO WAIVERS BY PAYEE. No delay or omission of Payee in
exercising any right or power accruing upon any default under this Note shall
impair any such right or power or shall be construed to be a waiver of any
default under this Note or any acquiescence herein, nor shall any single or
partial exercise of any such right or power or any abandonment or discontinuance
of steps to enforce such right or power, preclude any other or further exercise
hereof or the exercise of any other right or power. Acceptance of any payment
after the occurrence of a default under this Note shall not be deemed to waive
or cure such default under this Note; and every power and remedy given by this
Note to Payee may be exercised from time to time as often as may be deemed
expedient by Payee. Maker hereby waives any right to require Payee at any time
to pursue any remedy in Payee's power whatsoever.

                  5.4      NOTICES. All notices, requests, demands and other
communications required or permitted to be given or made under this Note shall
be in writing and shall be deemed to have been given on the date of personal
delivery or on the third business day following the date of deposit in the
United States Mail, postage prepaid, by registered or certified mail, return
receipt requested, or facsimile transmission, or on the first business day
following the date of delivery to a nationally recognized overnight courier
service, in the case of the Maker, addressed to the address set forth in
introductory paragraph of this Note, and if to Payee to:

Healthcare Recoveries, Inc.
1400 Watterson Tower
Louisville, Kentucky 40218
Attention: Douglas R. Sharps

or to such other address as the parties to this Note may designate.

                  5.5      TIME OF THE ESSENCE. TIME SHALL BE OF THE ESSENCE IN
THE PERFORMANCE OF ALL OBLIGATIONS OF MAKER HEREUNDER.

                  5.6      GOVERNING LAW. This Note is executed and delivered
in, and shall be construed and enforced in accordance with the laws of, the
Commonwealth of Kentucky.


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         IN WITNESS WHEREOF, Maker has executed this Note on and as of the day
and year first above written.

                                                /s/ Patrick B. McGinnis
                                               ---------------------------
                                               PATRICK B. MCGINNIS
                                                     ("Maker")


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