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                                PROMISSORY NOTE


U.S.$1,000,000                                                     May 5, 1997
                                                        __________, __________


      For value received, the undersigned ("Maker") promises to pay to the
order of PICO HOLDINGS, INC., a California corporation ("Payee"), at __________
_____________________________________________ , or at such other place as Payee,
or the holder hereof, may from time to time designate in writing, the 
principal amount of up to One Million Dollars ($1,000,000) or so much thereof 
as may be advanced by Payee to Maker under that certain Loan and Security 
Agreement of even date herewith (the "Loan Agreement") together with interest 
on unpaid principal from time to time outstanding hereunder at the rate of 
interest set forth in the Loan Agreement. Principal and interest shall be 
payable in lawful money of the United States.

      Principal and interest shall be payable in accordance with the terms of
the Loan Agreement.  The entire principal balance and all accrued interest
shall be due and payable September 30, 1997 (the "Maturity Date"), or at such
earlier date as all sums hereunder are declared due as a result of an Event of
Default.  All payments shall be applied first to late charges and all other
charges due hereunder, then to accrued interest, then to the principal
balance.

      At the option of Payee, it shall be an "Event of Default" hereunder if
(i) Maker fails to pay when due any sum payable under this Note, or (ii) any
default or Event of Default occurs under the Loan Agreement.  Upon the
occurrence of an Event of Default, then at the option of Payee, the entire sum
of principal, interest and all other charges due under this Note and the Loan
Agreement shall become immediately due and payable.

      Under no circumstances shall the amount paid or agreed to be paid to
Payee, or its successors or assigns, for the loan, use, forbearance or
detention of money exceed the maximum, if any, permissible under applicable
law.  If, from any circumstances, Payee, or its successors or assigns, should
ever receive as interest an amount that would exceed the highest lawful rate,
such amount as would be excessive interest shall be applied to the reduction
of the unpaid principal balance of this Note and not the payment of interest. 
This provision shall control every other provision of this Note and all
agreements between Maker and Payee and their successors and assigns.

      Maker agrees:  (i) to pay all costs of collection and reasonable
attorneys' fees incurred by Payee, or the holder hereof, on account of such
collection, whether or not suit is filed hereon, (ii) to waive presentment,
protest, notice of protest, demand, notice of dishonor and diligence in
collection, (iii) to waive the right to plead any statute of limitations as a
defense to the full extent permitted by law, (iv) that no failure on the part
of Payee, or the holder


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hereof, to exercise any power, right or privilege hereunder, or to insist 
upon prompt compliance with the terms hereof, shall constitute a waiver 
thereof, and (v) to releases of any party to or security for this Note.

      No provision of this Note may be amended, modified, supplemented,
changed, waived, discharged or terminated unless Payee consents thereto in
writing.  In case any one or more of the provisions contained in this Note
should be held to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.  This Note shall
be binding upon and inure to the benefit of Maker, Payee and their respective
successors and assigns.  Time is of the essence of this Note and the
performance of each of the covenants and agreements contained herein.  This
Note shall be governed by and construed in accordance with the laws of the
State of Illinois.

                                       Maker:

                                       PC QUOTE, INC., a Delaware corporation


                                       By: ____________________________________

                                             Its: _____________________________


                                       By: ____________________________________

                                             Its: _____________________________

















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