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                                                                    EXHIBIT 10.5


                            NONSTATUTORY STOCK OPTION
           OUTSIDE DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN OF 1992


____________________, Optionee:

PMR CORPORATION (the "Company"), pursuant to its Outside Directors'
Non-Qualified Stock Option Plan of 1992 (the "Plan") has on __________, 19__
(the "Grant Date") granted to you, the optionee named above, an option to
purchase shares of the common stock of the Company ("Common Stock"). This option
is not intended to qualify and will not be treated as an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").

      The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's Outside
Directors' (as defined in the Plan).

      The details of your option are as follows:

      1. The total number of shares of Common Stock subject to this option is
fifteen thousand (15,000). Subject to the limitations contained herein, this
option shall be exercisable in accordance with the Plan.

      2. The exercise price of this option is ___________________ ($_____) per
share, being the "fair market value" (as defined in the Plan) of the Common
Stock on the date of grant of this option.

      3. Subject to the limitations contained herein, this option shall become
exercisable (i.e., vest) as to four thousand five hundred (4,500) shares on the
Grant Date, and shall vest further in equal annual installments of three
thousand five hundred (3,500) shares on each anniversary of the Grant Date until
fully vested. In addition, this option will become fully vested upon the
occurrence of a Change in Control (as defined in the Plan).

      4. (a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to section 14 of
the Plan. This option may not be exercised for any number of shares which would
require the issuance of anything other than whole shares.


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            (b) By exercising this option you agree that the Company may require
you to enter an arrangement providing for the cash payment by you to the Company
of any tax withholding obligation of the Company arising by reason of the
exercise of this option or the lapse of any substantial risk of forfeiture to
which the shares are subject at the time of exercise.

      5. Any notices provided for in this option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you hereafter designate by written notice to
the Company.

      6. This option is subject to all the provisions of the Plan, a copy of
which is attached hereto and its provisions are hereby made a part of this
option, and is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to
the Plan. In the event of any conflict between the provisions of this option and
those of the Plan, the provisions of the Plan shall control.

      Dated the day of ___________________, 19__.

                                    Very truly yours,

                                    PMR CORPORATION


                                    By:___________________________________
                                       Duly authorized on behalf
                                       of the Board of Directors

ATTACHMENTS:

Outside Directors' Non-Qualified Stock Option Plan of 1992, with Amendment


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The undersigned:

      (a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan;

      (b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the Company
and its affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) the options and any other stock awards previously granted and
delivered to the undersigned under stock award plans of the Company, and (ii)
the following agreements only:

            NONE  __________________________________________________
                                      (Initial)

            OTHER __________________________________________________

                  __________________________________________________

                  __________________________________________________


                                    ____________________________________________
                                    OPTIONEE

                                    ____________________________________________
                                    Address

                                    ____________________________________________

                                    ____________________________________________


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