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                          SECOND JOINT AMENDMENT TO 
                       AGREEMENT TO PROVIDE INSURANCE;
                   DISBURSEMENT REQUEST AND AUTHORIZATION;
                             PROMISSORY NOTE; AND
                         LOAN AND SECURITY AGREEMENT
                                           
     This Second Joint Amendment to Agreement to Provide Insurance; 
Disbursement Request and Authorization; Promissory Note; and Loan and 
Security Agreement is entered into this 22nd day of September, 1997, by and 
between PC Quote, Inc., a Delaware corporation ("PC Quote") and PICO 
Holdings, Inc., a California corporation ("PICO").

     WHEREAS, PC Quote and PICO are parties to those certain Agreement to 
Provide Insurance; Disbursement Request and Authorization; Promissory Note; 
and Loan and Security Agreement all entered into in connection with that 
certain Promissory Note dated May 5, 1997 in the amount of $1,000,000 payable 
to PICO, and  Joint Amendment to Agreement to Provide Insurance; Disbursement 
Request and Authorization; Promissory Note; and  Loan and Security Agreement 
executed on August 8, 1997 in connection with an increase in the amount of 
the Promissory Note to $2,000,000 (collectively, the "Definitive Agreements").

     NOW, THEREFORE, for good and valuable consideration, the receipt of 
which is hereby acknowledged, PC Quote and PICO hereby agree to amend the 
Definitive Agreements as follows:

I.   AGREEMENT TO PROVIDE INSURANCE, DATED MAY 5, 1997, AMENDED AUGUST 8, 1997.

     The Amended Agreement to Provide Insurance, dated August 8, 1997, is 
hereby again amended to change the sentence immediately before the signature 
blocks from: "Grantor acknowledges that this Agreement applies to the loan 
made to Grantor by Lender on August 8, 1997." to: "Grantor acknowledges that 
this Agreement applies to the loans made to Grantor by Lender on August 8, 
1997 and September 22, 1997."

II.  DISBURSEMENT REQUEST AND AUTHORIZATION, DATED MAY 5, 1997, AMENDED
     AUGUST 8, 1997.

     The section entitled "Loan Type" of the Disbursement Request and 
Authorization, dated August 8, 1997 is amended to delete "$2,000,000" and 
insert "$2,250,000."

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III. PROMISSORY NOTE, DATED MAY 5, 1997, AMENDED AUGUST 8, 1997.
               
     The Amended Promissory Note dated August 8, 1997 is hereby again amended 
as follows:

     A.   Delete all references to "Two Million Dollars" or "$2,000,000" and 
          insert "Two Million Two Hundred and Fifty Thousand Dollars" or 
          "$2,250,000," respectively.

     B.   In the second paragraph, on the third line delete "September 30, 
          1997" and insert "December 31, 1997.

               
IV.  LOAN AND SECURITY AGREEMENT, DATED MAY 5, 1997,  AMENDED AUGUST 8, 1997.
               
     The Amended Loan and Security Agreement dated August 8, 1997 is hereby 
again amended as follows:    

     A.   On page 1, in the third line of "RECITALS" delete "$2,000,000" and 
          insert "$2,250,000."  

     B.   On page 2, in the first paragraph delete "$2,000,000" and insert 
          "$2,250,000."

     C.   On page 7, amend the sentence at the end of Section 2.5 to read as
          follows: "There shall be no Facility Fee owed by Borrower to Lender
          in connection with Lender's $1,000,000 loan to Borrower on August 8,
          1997 or the Lender's  $250,000 loan to Borrower on September 22, 1997.

V.   Except as expressly provided herein, all of the terms and provisions of 
the Definitive Agreements shall remain in full force and effect.

VI.  This Second Joint Amendment may be executed in a multiple counterparts, 
each of which shall be deemed an original and all of which together shall 
constitute one and the same instrument.

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     IN WITNESS WHEREOF, the parties have executed this Second Joint 
Amendment as of the date first written above.

                                        PC QUOTE, INC.



                                        By:  
                                             ---------------------------------
                                        Its: 
                                             ---------------------------------


                                        PICO HOLDINGS, INC.



                                        By:  
                                             ---------------------------------
                                        Its: 
                                             ---------------------------------


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