<PAGE>   1

                                                                   EXHIBIT 10.9



125,000 Option/MC

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS.  THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF EXEMPTION FROM
REGISTRATION, UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BASED ON AN OPINION
LETTER OF COUNSEL SATISFACTORY TO THE COMPANY OR A NO-ACTION LETTER FROM THE
SECURITIES AND EXCHANGE COMMISSION."

                              AMENDED AND RESTATED
                        OPTION TO PURCHASE COMMON STOCK
                                       OF
                                PMR CORPORATION
                          Void after February 1, 2003

         This certifies that, for value received, MARK CLEIN ("Holder"), is
entitled, subject to the terms set forth below, to purchase from PMR
CORPORATION (the "Company"), a Delaware corporation, shares of the Common Stock
of the Company (the "Shares"), as constituted on the effective date hereof (the
"Option Issue Date"), with the Notice of Exercise attached hereto duly
executed, and simultaneous payment therefor in lawful money of the United
States, at the Exercise Price as set forth in Section 2 below.  The number,
character and Exercise Price of the shares are subject to adjustment as
provided below.

         1.      TERM OF OPTION.  Subject to compliance with the vesting
provisions identified at Paragraph 2.3 hereafter, this Option shall be
exercisable, in whole or in part, during the term commencing on the Option
Issue Date and ending at 5:00 p.m.  on February 1, 2003, and shall be void
thereafter.

         2.      EXERCISE PRICE, NUMBER OF SHARES AND VESTING PROVISIONS.

                 2.1      EXERCISE PRICE.  The Exercise Price at which this
Option may be exercised shall be $4.75 per share of common stock, as adjusted
pursuant to Section 11 hereof.

                 2.2      NUMBER OF SHARES.  The number of shares of the
Company's Common Stock, $.01 par value per share ("Common Stock") which may be
purchased pursuant to this Option shall be 125,000 shares, as adjusted pursuant
to Section 11 hereof.





                                       1.



<PAGE>   2

                 2.3      VESTING.  The Options granted hereunder shall vest in
accordance with the following schedule:

                          (i)     20% provided Holder remains continuously
employed by the Company from June 1, 1996 through February 1, 1997;

                          (ii)    40% provided Holder remains continuously
employed by the Company from June 1, 1996 through February 1, 1998;

                          (iii)   60% provided Holder remains continuously
employed by the Company from June 1, 1996 through February 1, 1999;

                          (iv)    80% provided Holder remains continuously
employed by the Company from June 1, 1996 through February 1, 2000; and

                          (v)     100% provided Holder remains continuously
employed by the Company from June 1, 1996 through February 1, 2001.

                 2.4      IMMEDIATE VESTING.  Notwithstanding the provisions of
Paragraph 2.3 hereof, all of the Options shall immediately vest and become
immediately exercisable by Holder under any of the following circumstances:

                          (i)     Once the "market capitalization" of the
Company has been equal to or greater than the average of $100,000,000 for a
period of thirty (30) consecutive "trading days."  For the purposes of this
subparagraph 2.4(i) the term "trading day" shall mean any day on which the New
York Stock Exchange is open for trading; and the term "market capitalization"
shall be defined as the product of the "market value" (as such term is defined
in subparagraph 3(a) hereafter) of the Company's Common Stock and the fully
diluted number of shares of common stock (as determined on a basis consistent
with that utilized to determine the fully diluted number of shares used in
computing earnings for financial accounting purposes) outstanding as determined
on each of the trading days.

                          (ii)    If a "change in control" of the Company
occurs; or

                          (iii)   If during the term hereof, Holder is
terminated in form or substance as Chief Financial Officer of the Company for
any reason whatsoever other than "cause".

         For purposes of subparagraph 2.4(ii), the term "change in control"
shall be deemed to have occurred if (i) any "Person" who is not an existing
stockholder of the Company as of the date hereof (as the term "Person" is used
in Section 13(d) and Section 14(d) of the Securities Exchange Act of 1934),
becomes, after the date hereof, the beneficial owner,








                                       2.


<PAGE>   3

directly or indirectly of securities of the Company representing twenty-five
(25%) percent or more of the combined voting power of the Company's then
outstanding securities in a transaction not approved by the Company's Board of
Directors; (ii) there occurs a contested proxy solicitation of the Company's
shareholders that results in the contesting party obtaining the ability to vote
securities representing twenty- five (25%) percent or more of the combined
voting power of the Company's then outstanding securities; or (iii) there
occurs a sale, exchange, transfer or other disposition of substantially all of
the assets of the Company to another entity, except to an entity controlled
directly or indirectly by the Company, or a merger, consolidation or other
reorganization of the Company in which the Company is not the surviving entity,
or a plan of liquidation or dissolution of the Company other than pursuant to
bankruptcy or insolvency laws is adopted.  For the purposes of subparagraphs
(i) and (ii) above, a "change in control" shall not be deemed to have occurred
provided: (a) at least a majority of the Company's Board of Directors continue
in such capacity immediately following such transaction; and (b) the Holder
(provided he is employed by the Company at that time) continues to hold
substantially similar positions of employment with the Company immediately
following such transaction as existed prior to the transaction.

         For purposes of subparagraph 2.4(iii), upon the occurrence of any of
the following events, a termination shall constitute a termination for "cause":
(a) any act or failure to act (or series or combination thereof) by Holder done
with the intent to harm in any material respect the interests of the Company,
not otherwise cured to the reasonable satisfaction of the Company within
fifteen (15) days of written notice from the Company identifying such act or
failure to act; (b) the commission by Holder of a felony for which he is
convicted by a court of competent jurisdiction; (c) the finding by a court of
competent jurisdiction that Holder perpetrated a dishonest act or common law
fraud against the Company or any affiliate thereof; (d) a grossly negligent act
or failure to act (or series or combination thereof) by Holder detrimental to a
material extent to the interests of the Company or any affiliate thereof not
otherwise cured to the satisfaction of the Company within fifteen (15) days of
written notice from the Company identifying such act or failure to act; (e) the
continued refusal to follow the directives of the Board which are consistent
with Holder's duties and responsibilities commensurate with his position as
Chief Financial Officer, within fifteen (15) days of written notice to that
effect from the Company, unless the failure to follow such directive was based
upon a written opinion of counsel that such directives would be in violation of
the Holder's fiduciary duty, if any, to the Company or would result in a
violation of Delaware law.

         If a dispute arises between the Holder and the Company as to the
occurrence, or non-occurrence, as the case may be, of an event identified in
subparagraphs (a) - (e) above, such dispute shall be settled by arbitration in
accordance with paragraph 16 of this Agreement.










                                       3.


<PAGE>   4

                 2.5.     DEATH OF HOLDER AND TERMINATION.

                          (a)     If the Holder shall die while in the employ
of the Company, his estate, personal representatives, or beneficiary shall have
the right, subject to the provisions of this Paragraph 2 hereof, to exercise
the Option (only to the extent that the Holder would have been entitled to do
so as of the date of his death) at any time within twelve (12) months from the
date of his death.

                          (b)     In the event Holder's employment by the
Company is terminated for "cause", as defined above, or Holder voluntarily
terminates his employment with the Company, Holder shall have 30 days in which
to exercise the Option (only to the extent that the Holder would have been
entitled to do so as of the date of his termination) and thereafter, Holder's
right in and to the Option shall lapse and terminate.

         3.      EXERCISE OF OPTION.

                 (a)      The Exercise Price shall either be payable in cash or
by bank or certified check; or by cashless exercise through the delivery by the
Holder to the Company of shares of the Company's Common Stock for which Holder
is the record and beneficial owner, or a withholding by the Company of shares
of Common Stock that Holder is otherwise entitled to receive upon exercise of
the Option or by any combination thereof.  If shares of common stock of the
Company are tendered or withheld as payment of the Exercise Price, the value of
such shares shall be their "market value" as of the trading date immediately
preceding the date of exercise.  The "market value" shall be:

                          (i)     If the Company's common stock is traded in
the over-the-counter market and not on any national securities exchange nor in
the NASDAQ Reporting System, the market value shall be the average of the mean
between the last bid and ask prices per share, as reported by the National
Quotation Bureau, Inc., or an equivalent generally accepted reporting service,
or if not so reported, the average of the closing bid and asked prices for a
share as furnished to the Company by any member of the National Association of
SecUrities Dealers, Inc., selected by the Company for that purpose.

                          (ii)    If the Company's common stock is traded on a
national securities exchange or in the NASDAQ Reporting System, the market
value shall be either (1) the simple average of the high and low prices at
which a share of the Company's common stock traded, as quoted on the NASDAQ-NMS
or its other principal exchange, or (2) the price of the last sale of a share
of common stock as similarly quoted, whichever is higher, and rounding out such
figure to the next higher multiple of 12.5 cents (unless the figure is already
a multiple of 12.5 cents).  If such tender would result in















                                       4.


<PAGE>   5

an issuance of a whole number of shares and a fractional share of Common Stock,
the value of such fractional share shall be paid to the Company in cash or by
check by the Holder.

                 (b)      The purchase rights represented by this Option are
exercisable by the Holder in whole or in part, at any time, or from time to
time, by the surrender of this Option and the Notice of Exercise annexed hereto
duly completed and executed on behalf of the Holder, at the office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company).

                 (c)      This Option shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise as provided above, and the person entitled to receive the shares of
Common Stock issuable upon such exercise shall be treated for all purposes as
the holder of record of such shares as of the close of business on such date.
As promptly as practicable on or after such date and in any event within ten
(10) days thereafter, the Company at its expense shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates
for the number of shares issuable upon such exercise.  In the event that this
Option is exercised in part, the Company at its expense will execute and
deliver a new Option of like tenor exercisable for the number of shares for
which this Option may then be exercised.

         4.      NO FRACTIONAL SHARES OR SCRIP.  No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Option.  In lieu of any fractional share to which the Holder would otherwise be
entitled, the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.

         5.      REPLACEMENT OF OPTION.  On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Option and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the
Company or, in the case of mutilation, on surrender and cancellation of this
Option, the Company at its expense shall execute and deliver, in lieu of this
Option, a newOption of like tenor and amount.

         6.      RIGHTS OF STOCKHOLDER.  Except as otherwise contemplated
herein, the Holder shall not be entitled to vote or receive dividends or be
deemed the holder of Common Stock or any other securities of the Company that
may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the Holder, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action
(whether












                                       5.


<PAGE>   6

upon any recapitalization, issuance of stock, reclassification of stock, change
of par value, or change of stock to no par value, consolidation, merger,
conveyance or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Option shall have been
exercised as provided herein.

         7.      TRANSFER OF OPTION.

                 7.1.     NON-TRANSFERABILITY.  The Option shall not be
assigned, transferred, pledged or hypothecated in any way, nor subject to
execution, attachment or similar process, otherwise than by will or by the laws
of descent and distribution.  Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the provisions
hereof, and the levy of an execution, attachment, or similar process upon the
Option, shall be null and void and without effect.

                 7.2.     COMPLIANCE WITH SECURITIES LAWS; RESTRICTIONS ON
TRANSFERS.

                          (a)     The Holder of this Option, by acceptance
hereof, acknowledges that this Option and the Shares to be issued upon exercise
hereof are being acquired solely for the Holder's own account and not as a
nominee for any other party, and for investment (unless such shares are subject
to resale pursuant to an effective prospectus), and that the Holder will not
offer, sell or otherwise dispose of this Option or any Shares to be issued upon
exercise hereof except under circumstances that will not result in a violation
of applicable federal and state securities laws.  Upon exercise of this Option,
the Holder shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the shares of Common Stock so purchased are
being acquired solely for the Holder's own account and not as a nominee for any
other party, for investment (unless such shares are subject to resale pursuant
to an effective prospectus), and not with a view toward distribution or resale.

                          (b)     Neither this Option nor any share of Common
Stock issued upon exercise of this Option may be offered for sale or sold, or
otherwise transferred or sold in any transaction which would constitute a sale
thereof within the meaning of the Securities Act of 1933, as amended (the "1933
Act"), unless (i) such security has been registered for sale under the 1933 Act
and registered or qualified under applicable state securities laws relating to
the offer and sale of securities, or (ii) exemptions from the registration
requirements of the 1933 Act and the registration or qualification requirements
of all such state securities laws are available and the Company shall have
received an opinion of counsel satisfactory to the Company that the proposed
sale or other disposition of such securities may be effected without
registration under the 1933 Act and would not result in any violation of any
applicable state securities laws relating to the registration or qualification
of securities for sale, such counsel and such opinion to be satisfactory to the
Company.














                                       6.

<PAGE>   7



                          (c)     All Shares issued upon exercise hereof shall
be stamped or imprinted with a legend in substantially the following form (in
addition to any legend required by state securities laws).

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE
SECURITIES LAWS.  THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF EXEMPTION
FROM REGISTRATION, UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BASED ON AN
OPINION LETTER OF COUNSEL SATISFACTORY TO THE COMPANY OR A NO-ACTION LETTER
FROM THE SECURITIES AND EXCHANGE COMMISSION."

         Holder recognizes that investing in the Option and the Common Stock
involves a high degree of risk, and Holder is in a financial position to hold
the Option and the Common Stock indefinitely and is able to bear the economic
risk and withstand a complete loss of its investment in the Option and the
Common Stock.  The Holder is a sophisticated investor and is capable of
evaluating the merits and risks of investing in the Company.  The Holder has
had an opportunity to discuss the Company's business, management and financial
affairs with the Company's management, has been given full and complete access
to information concerning the Company, and has utilized such access to its
satisfaction for the purpose of obtaining information or verifying information
and have had the opportunity to inspect the Company's operation.  Holder has
had the opportunity to ask questions of, and receive answers from the
management of the Company (and any person acting on its behalf) concerning the
Option and the Common Stock and the agreements and transactions contemplated
hereby, and to obtain any additional information as Holder may have requested
in making its investment decision.  The Holder is an "accredited investor", as
defined by Regulation D promulgated under the Act.

         8.      RESERVATION AND ISSUANCE OF STOCK.

                 (a)      The Company covenants that during the term that this
Option is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of the shares Upon the exercise of this Option, and from time to time will take
all steps necessary to amend its Certificate of Incorporation to provide
sufficient reserves of shares of Common Stock issuable upon the exercise of the
Option.

                 (b)      The Company further covenants that all shares of
Common Stock issuable upon the due exercise of this Option will be free and
clear from all taxes or liens,










                                       7.

<PAGE>   8



charges and security interests created by the Company with respect to the
issuance thereof, however, the Company shall not be obligated or liable for the
payment of any taxes, liens or charges of Holder, or any other party
contemplated by paragraph 7, incurred in connection with the issuance of this
Option or the Common Stock upon the due exercise of this Option.  The Company
agrees that its issuance of this Option shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the shares of Common Stock
upon the exercise of this Option.  The Common Stock issuable upon the due
exercise of this Option, will, upon issuance in accordance with the terms
hereof, be duly authorized, validly issued, fully paid and non-assessable.

         9.      NOTICES.

                 (a)      Whenever the Exercise Price or number of shares
purchasable hereunder shall be adjusted pursuant to Section 11 hereof, the
Company shall issue a certificate signed by its Chief Financial Officer setting
forth, in reasonable detail, the event requiting the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated, and the
Exercise Price and number of shares purchasable hereunder after giving effect
to such adjustment, and shall cause a copy of such certificate to be mailed (by
first-class mail, postage prepaid) to the Holder of this Option.

                 (b)      All notices, advices and communications under this
Option shall be deemed to have been given, (i) in the case of personal
delivery, on the date of such delivery and (ii) in the case of mailing, on the
third business day following the date of such mailing, addressed as follows:

                          If to the Company:

                          PMR Corporation
                          3990 Old Town Avenue,
                          Suite 206A
                          San Diego, CA 92110
                          Attn: Allen Tepper, Chief Executive Officer

                          With a Copy to:

                          Stephen M. Cohen, Esquire
                          Buchanan Ingersoll, Professional Corporation
                          Two Logan Square, 12th Floor
                          18th & Arch Streets
                          Philadelphia, PA 19103-2771

                          and to the Holder:









                                       8.
<PAGE>   9

                          at the address of the Holder appearing on the books
                          of the Company or the Company's transfer agent, if
                          any.


                          With a Copy to:

                          Joel I. Papernik, Esquire
                          Squadron, Ellenoff, Plesent & Sheinfeld, LLP
                          551 Fifth Avenue

                          New York, NY 10176

         Either of the Company or the Holder may from time to time change the
address to which notices to it are to be mailed hereunder by notice in
accordance with the provisions of this Paragraph 9.

         10.     AMENDMENTS.

                 (a)      Any term of this Option may be amended with the
written consent of the Company and the Holder.  Any amendment effected in
accordance with this Section 10 shall be binding upon the Holder, each future
holder and the Company.

                 (b)      No waivers of, or exceptions to, any term, condition
or provision of this Option, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition
or provision.

         11.     ADJUSTMENTS.  The number of Shares of Common Stock purchasable
hereunder and the Exercise Price is subject to adjustment from time to time
upon the occurrence of certain events, as follows:

                 11.1.    REORGANIZATION, MERGER OR SALE OF ASSETS.  If at any
time while this Option, or any portion thereof, is outstanding and unexpixed
there shall be (i) a reorganization (other than a combination,
reclassification, exchange or subdivision of shares otherwise provided for
herein), (ii) a merger or consolidation of the Company with or into another
corporation in which the Company is not the surviving entity, or a reverse
triangular merger in which the Company is the surviving entity but the shares
of the Company's capital stock outstanding immediately prior to the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, or (iii) a sale or transfer of substantially all
of the Company's properties and assets as, or substantially as, an entirety to
any other person, then, as a part of such reorganization, merger,
consolidation, sale or transfer, lawful provision shall be made so that the
holder of this Option shall thereafter be entitled to receive upon payment of
the Exercise Price then in effect, the number of shares of Stock or other
securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that a holder of the
shares deliverable upon exercise of this Option would














                                       9.
<PAGE>   10



have been entitled to receive in such reorganization, consolidation, merger,
sale or transfer if this Option had been exercised immediately before such
reorganization, merger, consolidation, sale or transfer, all subject to further
adjustment as provided in this Section 11.  The foregoing provisions of this
Section 11.1 shall similarly apply to successive reorganizations,
consolidations, mergers, sales and transfers and to the stock or securities of
any other corporation that are at the time receivable upon the exercise of this
Option.  If the per-share consideration payable to the Holder hereof for shares
in connection with any such transaction is in a form other than cash or
marketable securities, then the value of such consideration shall be determined
in good faith by the Company's Board of Directors.  In all events, appropriate
adjustment (as determined in good faith by the Company's Board of Directors)
shall be made in the application of the provisions of this Option with respect
to the rights and interests of the Holder after the transaction, to the end
that the provisions of this Option shall be applicable after that event, as
near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Option.

                 11.2.    RECLASSIFICATION.  If the Company, at any time while
this Option, or any portion thereof, remains outstanding and unexpired, by
reclassification of securities or otherwise, shall change any of the securities
as to which purchase rights under this Option exist into the same or a
different number of securities of any other class or classes, this Option shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as the result of such change with respect to the
securities that were subject to the purchase rights under this Option
immediately prior to such reclassification or other change and the Exercise
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section l1.

                 11.3.    SPLIT, SUBDIVISION OR COMBINATION OF SHARES.  If the
Company at any time while this Option, or any portion thereof, remains
outstanding and unexpired shall split, subdivide or combine the securities as
to which purchase rights under this Option exist, into a different number of
securities of the same class, the Exercise Price and the number of shares
issuable upon exercise of this Option shall be proportionately adjusted.

                 11.4.    ADJUSTMENTS FOR DIVIDENDS IN STOCK OR OTHER
SECURITIES OR PROPERTY.  If while this Option, or any portion hereof, remains
outstanding and unexpired the holders of the securities as to which purchase
rights under this Option exist at the time shall have received, or, on or after
the record date fixed for the determination of eligible Stockholders, shall
have become entitled to receive, without payment therefor, other or additional
stock or other securities or property (other than cash) of the Company by way
of dividend, then and in each case, this Option shall represent the right to
acquire, in addition to the number of shares of the security receivable upon
exercise of this Option, and without payment of any additional consideration
therefor, the amount of such other or













                                      10.

<PAGE>   11



additional stock or other securities or property (other than cash) of the
Company that such holder would hold on the date of such exercise had it been
the holder of record of the security receivable upon exercise of this Option on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all other
additional stock, other securities or property available by this Option as
aforesaid during such period.

                 11.5     The Company will not, by any voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Section 11 and
in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holders of this Option against impairment.

         12.     REGISTRATION RIGHTS.  The Holder shall be entitled to the
registration rights set forth in that certain Registration Rights Agreement of
even date herewith by and between the Company and such Holder.

         13.     SEVERABILITY.  Whenever possible, each provision of this
Option shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Option is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this Option
in such jurisdiction or affect the validity, legality or enforceability of any
provision in any other jurisdiction, but this Option shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.

         14.     GOVERNING LAW.  The corporate law of the State of Delaware
shall govern all issues and questions concerning the relative rights of the
Company and its stockholders.  All other questions concerning the construction,
validity, interpretation and enforceability of this Option and the exhibits and
schedules hereto shall be governed by, and construed in accordance with, the
laws of the State of Delaware, without giving effect to any choice of law or
conflict of law rules or provisions (whether of the State of Delaware or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.

         15.     JURISDICTION.  In connection with the enforcement of a
decision in arbitration pursuant to section 16 hereof, the Holder and the
Company agree to submit to personal jurisdiction and to waive any objection as
to venue in the federal or state courts in the City in which the headquarters
of the Company is located, which as of the date hereof is San Diego,
California.  Service of process on the Company or the Holder in any





                                      11.
<PAGE>   12



action arising out of or relating to this Option shall be effective if mailed
to such party at the address listed in Section 9 hereof.



         16.     ARBITRATION.  If a dispute arises as to interpretation of this
Option, it shall be decided exclusively and finally by three arbitrators in an
arbitration proceeding conforming to the Rules of the American Arbitration
Association applicable to commercial arbitration.  The arbitrators shall be
appointed as follows: one by the Company, one by the Holder and the third by
the said two arbitrators, or, if they cannot agree, then the third arbitrator
shall be appointed by the American Arbitration Association.  The third
arbitrator shall be chairman of the panel and shall be impartial.  The
arbitration shall take place in the City in which the headquarters of the
Company is located, which as of the date hereof is San Diego, California.  The
decision of a majority of the Arbitrators shall be conclusively binding upon
the parties and final, and such decision shall be enforceable as a judgment in
any court of competent jurisdiction.  Each party shall pay the fees and
expenses of the arbitrator appointed by it, its counsel and its witnesses.  The
parties shall share equally the fees and expenses of the impartial arbitrator.

         17.     CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.  The
execution, delivery and performance by the Company of this Agreement: (i) are
within the Company's corporate power; (ii) have been duly authorized by all
necessary or proper corporate action; (iii) are not in contravention of the
company's certificate of incorporation or by-laws; (iv) will not violate in any
material respect, any law or regulation, including any and all Federal and
state securities laws, or any order or decree of any court or governmental
instrumentality; and (v) will not, in any material respect, conflict with or
result in the breach or termination of, or constitute a default under any
agreement or other material instrument to which the Company is a party or by
which the Company is bound.

         18.     SUCCESSORS AND ASSIGNS.  This Option shall inure to the
benefit of and be binding on the respective successors, assigns and legal
representatives of the Holder and the Company.

         IN WITNESS WHEREO, the Company has caused this Option to be executed
by its officers thereunto duly authorized.  Option Issue Date: February 1, 1996

HOLDER                                         PMR CORPORATION

By: /s/ Mark Clein                             By: /s/ Allen Tepper
----------------------------                   ----------------------------


Mark Clein                                     Allen Tepper, Chief Executive
                                               Officer


























                                      12.
<PAGE>   13
                               NOTICE OF EXERCISE

TO: PMR CORPORATION

         (1)     The undersigned hereby elects to purchase ____________ shares
of Common Stock of PMR CORPORATION pursuant to the terms of the attached
Option, and tenders herewith payment of the purchase price for such shares in
full.

         (2)     In exercising this Option, the undersigned hereby confirms and
acknowledges that the shares of Common Stock to be issued upon conversion
thereof are being acquired solely for the account of the undersigned and not as
a nominee for any other party, and for investment (unless such shares are
subject to resale pursuant to an effective prospectus), and that the
undersigned will not offer, sell or otherwise dispose of any such shares of
Common Stock except under circumstances that will not result in a violation of
the Securities Act of 1933, as amended, or any state securities laws.

         (3)     Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:



                                                   ----------------------------
                                                   (Name)

                                                   ----------------------------
                                                   (Name)

----------------------------                       ----------------------------
(Date)                                             (Signature)





















                                      13.