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                                                                    EXHIBIT 10.5

                              AMENDED AND RESTATED
                                 PROMISSORY NOTE

                                                           San Diego, California
$20,414.00                                                as of January 19, 2000

      FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to pay
to the order of PMR CORPORATION, a Delaware corporation (the "Company"), at 1565
Hotel Circle South, 2nd Floor, San Diego, California 92108, or at such other
place as the holder hereof may designate in writing, in lawful money of the
United States of America and in immediately available funds, the principal sum
of Twenty Thousand Four Hundred Fourteen Dollars ($20,414.00), together with
interest accrued from the date hereof on the unpaid principal at the rate of
6.21% per annum, or the maximum rate permissible by law (which under the laws of
the State of California shall be deemed to be the laws relating to permissible
rates of interest on commercial loans), whichever is less, as follows:

      PRINCIPAL REPAYMENT. The outstanding principal amount hereunder shall be
      due and payable in full on December 31, 2004; and

      INTEREST PAYMENTS. Interest shall be compounded annually and shall be
      payable annually in arrears on the thirty-first (31st) day of December of
      each year, beginning on December 31, 2000, and shall be calculated on the
      basis of a 360-day year for the actual number of days elapsed.

      Upon an Event of Default, the Company, at its sole option, shall have the
right to accelerate this Note, in which event the entire principal balance and
all accrued interest shall become immediately due and payable, and immediately
collectible by the Company pursuant to applicable law. "Event of Default" shall
include (a) a failure by the undersigned to pay any of the principal or accrued
interest when due; or (b) if a court of competent jurisdiction shall enter a
decree or order for relief in respect of the undersigned in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official for the undersigned or for any
substantial part of his property, and such decree or order shall remain unstayed
and in effect for a period of sixty (60) consecutive days; or (c) if the
undersigned shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or shall consent to
the entry of an order for relief in any involuntary case under any such law, or
shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
the undersigned or shall make any general assignment for the benefit of
creditors or shall fail generally to pay his or her debts as they become due or
shall take any action in furtherance of any of the foregoing.

      This Note may be prepaid at any time without penalty. All money paid
toward the satisfaction of this Note shall be applied first to the payment of
interest as required hereunder and then to the retirement of the principal.
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2

      Notwithstanding anything to the contrary herein, the principal and
interest on this Note may be paid, at the option of the undersigned exercised at
any time prior to December 31, 2003, through the delivery to the Company of
stock certificates, duly endorsed to the Company or accompanied by stock powers
duly executed by the undersigned sufficient for transfer of the underlying
shares to the Company, representing shares of Common Stock, par value $0.01 per
share, of the Company (the "Common Stock") and, in the event such payment option
is exercised, the shares of Common Stock so delivered shall be valued at the
higher of (i) $2.00 or (ii) the average closing sales prices of the Common Stock
on the Trading Market (as defined below) for the 20 trading days prior to the
delivery of such stock certificates to the Company (such higher value referred
to as the "Stated Value"). The "Trading Market" means the New York Stock
exchange, American Stock Exchange, NASDAQ National Market or NASDAQ Small Cap
Market upon which the Common Stock is then listed or quoted for trading. In the
event that stock certificates representing Common Stock delivered to the Company
upon exercise of the payment option referred to above have an aggregate Stated
Value that is more than the aggregate amount of the principal and interest then
owed by the undersigned with respect to this Note, the Company shall prepare a
new stock certificate for the excess amount of shares of Common Stock and
deliver it to the undersigned.

      The full amount of this Note is secured by a pledge of shares of Common
Stock of the Company, and is subject to all of the terms and provisions of the
Stock Pledge Agreement of even date herewith between the undersigned and the
Company.

      The undersigned hereby represents and agrees that the amounts due under
this Note are not consumer debt, and are not incurred primarily for personal,
family or household purposes, but are for business and commercial purposes only.

      The undersigned hereby waives presentment, protest and notice of protest,
demand for payment, notice of dishonor and all other notices or demands in
connection with the delivery, acceptance, performance, default or endorsement of
this Note.

      The holder hereof shall be entitled to recover, and the undersigned agrees
to pay when incurred, all costs and expenses of collection of this Note,
including without limitation, reasonable attorneys' fees.

      This Note shall be governed by, and construed, enforced and interpreted in
accordance with, the laws of the State of California, excluding conflict of laws
principles that would cause the application of laws of any other jurisdiction.

      This Note is amended and restated in its entirety as of May 1, 2002 as
provided herein and, in this regard, the principal amount payable hereunder has
been restated to reflect the entire outstanding principal and interest amount
due under this Note as of May 1, 2002.

                                    Signed /s/ Susan D. Erskine
                                           -----------------------------------
                                                Susan D. Erskine