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                                                                    EXHIBIT 10.1

                              AMENDED AND RESTATED

                                 PROMISSORY NOTE

$59,554.00                                                 San Diego, California
                                                          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 Fifty Nine Thousand Five Hundred Fifty Four Dollars ($59,554.00),
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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         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) $2.64 or (ii) the average closing sales prices of the Common Stock
on the Trading Market (as defined below) for the five (5) 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/ Mark P. Clein
                                    -------------------------------------------
                                         Mark P. Clein