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                SECOND AMENDMENT TO CONVERTIBLE SUBORDINATED
                            DEBENTURE DUE 2001

     THIS SECOND AMENDMENT TO CONVERTIBLE SUBORDINATED DEBENTURE DUE 2001 is 
entered into as of this 23rd day of September, 1998, by and between 
PHYSICIANS INSURANCE COMPANY OF OHIO, an Ohio corporation ("Physicians"), and 
PC QUOTE, INC., a Delaware corporation (the "Company").

                             RECITALS

     A. Physicians is the holder of that certain Convertible Subordinated 
Debenture Due 2001, in the principal amount of $2,500,000, plus accrued 
interest, issued by the Company on November 14, 1996, as amended by the First 
Amendment to Convertible Subordinated Debenture Due 2001 and Debenture 
Agreement, dated May 5, 1997, and as further amended by Amendments Nos. 1-4 
of the First Amendment to Convertible Subordinated Debenture Due 2001 and 
Debenture Agreement.  The Convertible Subordinated Debenture Due 2001, as 
amended, is hereinafter referred to as the "Debenture."

     B.  Concurrently herewith, the Company, Physicians and PICO Holdings, 
Inc., are entering into a Securities Purchase Agreement, pursuant to which 
certain debt obligations of the Company held by Physicians and PICO Holdings, 
Inc. will be converted into equity.

     C.  As additional consideration for Physicians entering into the 
Securities Purchase Agreement, the Company has agreed to amend the conversion 
provisions of the Debenture as provided in this Amendment.

                               AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing and of the mutual 
covenants set forth herein and in the Debenture, and for other good and 
valuable consideration, the receipt and sufficiency which is hereby 
acknowledged, the parties hereto agree as follows:

     1.  The fourth full paragraph of page 2 of APPENDIX A of the Debenture, 
is hereby amended and restated in its entirety as follows:

          The registered holder of this Debenture has the right, at its 
          option, at any time on or prior to the later to occur of the close 
          of business on April 30, 1999 or the full payment of this 
          Debenture, to convert the principal amount hereof, plus all accrued 
          interest as of the date of such conversion (collectively, the 
          "Debenture Balance"), into the number of fully paid and 
          nonassessable shares of Series A 


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          Preferred Stock of the Company determined by dividing the following 
          by 100:  the number calculated from the division of the Debenture 
          Balance by the lowest of the following numbers (i) 1.5625, (ii) the 
          closing sale price of the Company's Common Stock as reported by the 
          American Stock Exchange ("AMEX") one day prior to the conversion 
          date (the "AMEX Closing Price") or (iii) the average AMEX Closing 
          Price of the Company's Common Stock over the 20-day period 
          immediately preceding the conversion date (the "Average AMEX 
          Price").  The number resulting from the above calculation which is 
          to be divided by 100 is hereinafter referred to as the "Conversion 
          Price." Such conversion shall require surrender of this Debenture 
          to the Company at its execution offices accompanied by written 
          notice of conversion duly executed. If the Company at any time 
          subdivides (by any stock split, stock dividend, recapitalization or 
          otherwise) its outstanding shares of Common Stock into a greater 
          number of shares prior to conversion, the Conversion Price shall be 
          proportionately reduced and the number of shares of Common Stock 
          obtainable upon conversion shall be proportionately increased. If 
          the Company at any time combines (by reverse stock split or 
          otherwise) its outstanding shares of Common Stock into a smaller 
          number of shares prior to conversion, the Conversion Price shall be 
          proportionately increased and the number of shares of Common Stock 
          obtainable upon conversion shall be proportionately decreased. The 
          Company shall not issue fractional shares or script representing 
          fractions of shares of Common Stock upon any such conversion, but 
          shall make an adjustment therefor in cash on the basis of the 
          current market value of such fractional interest. In the case of a 
          consolidation, merger, or sale or transfer of substantially all the 
          Company's assets with, into or to any person or entity or related 
          group of persons or entities which is not a subsidiary of the 
          Company, the Conversion Price shall be proportionately adjusted and 
          the number of shares of Common Stock obtainable upon conversion 
          shall be proportionately adjusted so that the rights of the holder 
          hereof shall be equitably preserved. Notwithstanding, anything to 
          the contrary contained in this Debenture, in no event will there be 
          any adjustment in the Conversion Price or the number of shares of 
          Common Stock deliverable upon conversion upon the Company's rights 
          offering contemplated by the Agreement.

     2.    Except as expressly provided herein, all of the terms and 
provisions of the Debenture shall remain in full force and effect. 

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     3.   The provisions of this Amendment shall be performed and interpreted 
in accordance with the laws of the State of Illinois without reference to 
conflicts of laws principles.

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

     IN WITNESS WHEREOF, the parties have executed this Second Amendment to 
Convertible Subordinated Debenture Due 2001 as of the date first above 
written.

PC QUOTE, INC.



  By: __________________________________
      Name:
      Title:

PHYSICIANS INSURANCE COMPANY OF OHIO


  By: __________________________________
       Name:
       Title: