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EXHIBIT 99.6
PROMISSORY NOTE
$233,750 San Diego, California
December 14, 2000
FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to
pay to the order of PMR CORPORATION, a Delaware corporation (the "Company"), at
501 Washington Street, 5th Floor, San Diego, CA 92103, 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 Two Hundred
Thirty-three Thousand Seven Hundred Fifty Dollars ($233,750) together with
interest accrued from the date hereof on the unpaid principal at the rate of
5.87% 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, 2005; 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, 2001, 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. The
undersigned agrees that any and all cash that may be received as a dividend upon
the shares being purchased with the proceeds of this Note shall immediately be
applied toward the payment of amounts outstanding under this Note.
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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.
Signed /s/ KURT KESSLER
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Kurt Kessler
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