MRRS DECISION DOCUMENT

[para 1]
WHEREAS the Canadian securities regulatory authority or regulator (the “Decision Maker”) in each of British Columbia, Nova Scotia and Québec (the “Jurisdictions”) has received an application from PICO Holdings, Inc. (the “Filer”) for a decision under the securities legislation of the Jurisdictions (the “Legislation”) that the Filer be deemed to cease to be a reporting issuer in the Jurisdictions;

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AND WHEREASunder the Mutual Reliance Review System for Exemptive Relief Applications (the “System”), the British Columbia Securities Commission is the principal regulator for this application;

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AND WHEREAS the Filer has represented to the Decision Makers that:

1. the Filer is a corporation incorporated under the laws of the state of California, United States of America (“USA”). Its head office is located at 875 Prospect Street, Suite 301, La Jolla, California, USA;

2. the Filer is a diversified holding company. It does not have any business or operations in Canada;

3. the authorized capital of the Filer consists of 100,000,000 shares of common stock, par value U.S. $0.001 (“Shares”), and 2,000,000 shares of preferred stock, par value U.S. $0.01. As of November 1, 2000, a total of 16,784,223 Shares have been issued, of which 12,390,096 Shares are outstanding (the other 4,394,127 Shares are held by the Filer and its subsidiaries). None of the shares of preferred stock have been issued;

4. the Filer has granted options (“Options”) to certain employees (including officers) and directors, each of which entitles the holder to purchase one Share. The only holder of Options who resides in Canada is a director of the Filer who holds 1,500 Options;

5. the Filer has no securities outstanding other than Shares and Options;

6. the Shares are quoted for trading on the Nasdaq National Market segment of the Nasdaq Stock Market, but are not traded on any stock exchange or other organized market in Canada;

7. the Filer is subject to the reporting requirements of the Securities Exchange Act of 1934 in the USA and is not in default of any requirements of that Act;

8. on September 17, 1998, the Filer entered into a combination agreement with Global Equity Corporation (“GEC”), a 51% owned subsidiary of the Filer incorporated under the laws of the province of Ontario. This agreement contemplated a plan of arrangement of GEC (the “Arrangement”) pursuant to which the Filer would acquire all of the shares of GEC that it did not already own, and all outstanding warrants to purchase shares of GEC, in exchange for Shares and warrants to purchase Shares. A final order approving the Arrangement was issued by the Ontario Court (General Division) on December 14, 1998 and the Arrangement became effective on December 16, 1998;

9. as a result of the Arrangement, GEC became a wholly-owned subsidiary of the Filer and the Filer became a reporting issuer in each of the Jurisdictions. The Filer is not a reporting issuer, or the equivalent, in any other province or territory of Canada;
10. the Filer is not in default of any of its obligations as a reporting issuer under the Legislation;

11. according to the Filer’s books and records, as of November 1, 2000, the only shareholders of the Filer resident in Canada were:

(a) 2 shareholders resident in British Columbia holding, in the aggregate, 466 Shares (representing approximately 0.004% of the total number of Shares outstanding);

(b) 2 shareholders resident in Nova Scotia holding, in the aggregate, 64 Shares (representing approximately 0.0005% of the total number of Shares outstanding);

(c) 5 shareholders resident in Québec holding, in the aggregate, 433 Shares (representing approximately 0.003% of the total number of Shares outstanding);

(d) 46 shareholders resident in Ontario holding, in the aggregate, 22,239 Shares (representing approximately 0.18% of the total number of Shares outstanding);

(e) 4 shareholders resident in Alberta holding, in the aggregate, 627 Shares (representing approximately 0.005% of the total number of Shares outstanding); and

(f) 1 shareholder resident in Manitoba holding 27 Shares (representing approximately 0.0002% of the total number of Shares outstanding);

12. the Filer does not intend to make an offering of its securities to the public in Canada or to list the Shares on any stock exchange or market in Canada;

13. all shareholders of the Filer resident in Canada (whether registered or unregistered) will continue to be provided with the same continuous disclosure documents that are provided to shareholders of the Filer resident in the USA, including the annual report which contains audited financial statements;

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AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);

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AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

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The Decision of the Decision Makers under the Legislation is that the Filer is deemed to cease to be a reporting issuer in the Jurisdictions.

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DATED on February 6, 2001.




Brenda Leong
Director