<PAGE>
                                                           Common Stock Warrant
                                                         Minimum 500,000 Shares
                                                        (subject to adjustment)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, 
ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT 
UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH 
RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE 
HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING 
THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE 
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

                                                      Void after April 30, 2000

                          COMMON STOCK PURCHASE WARRANT

     THIS CERTIFIES THAT, for value received, PICO HOLDINGS, INC., a 
California corporation, is entitled to purchase a minimum of Five Hundred 
Thousand (500,000) shares of Common Stock ("Warrant Shares") of PC QUOTE, 
INC., a Delaware corporation, at a price per share equal to the mean of the 
closing bid price per share for the twenty (20) preceding trading days (or 
such fewer number of days as such public market has existed) as reported by 
NASDAQ or such national securities exchange as the Common Stock (as defined 
below) is traded on, but in no event shall the price be greater than $2.00 
per share ("Warrant Price"), subject to adjustments and all other terms and 
conditions set forth in this Warrant.

     _1.  DEFINITIONS.  As used herein, the following terms, unless the 
context otherwise requires, shall have the following meanings:

          (a)  "Act" shall mean the Securities Act of 1933, as amended, or 
any successor federal statute, and the rules and regulations of the 
Commission thereunder, all as the same shall be in effect at the time.

          (b)  "Acquisition" shall mean any sale, license, or other 
disposition of all or substantially all of the assets of the Company, or any 
reorganization, consolidation, or merger of the Company where the holders of 
the Company's securities before the transaction beneficially own less than 
50% of the outstanding voting securities of the surviving entity after the 
transaction.

          (c)  "Commission" shall mean the Securities and Exchange 
Commission, or any other Federal agency at the time administering the Act.

          (d)  "Common Stock" shall mean shares of the Company's presently or 
subsequently authorized Common Stock, and any stock into which such Common 
Stock may hereafter be exchanged.

                                      1

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          (e)  "Company" shall mean PC QUOTE, INC., a Delaware corporation, 
and any corporation which shall succeed to or assume the obligations of PC 
QUOTE, INC., under this Warrant.

          (f)  "Date of Grant" shall mean August 7, 1997.

          (g)  "Exercise Date" shall mean the effective date of the delivery 
of the Notice of Exercise pursuant to Sections 4 and 11 below.

          (h)  "Holder" shall mean any person who shall at the time be the 
registered holder of this Warrant.

          (i)  "Notes" shall mean (i) the Convertible Subordinated Debenture, 
as amended, held by Physicians Insurance of Ohio, and (ii) other indebtedness 
of the Company in the aggregate principal amount of up to $2,000,000, owed to 
PICO HOLDINGS, INC., which credit shall have been extended concurrently with 
the issuance of this Warrant.

          (j)  "Shares" shall mean shares of the Company's Common Stock, as 
described in the Company's Certificate of Incorporation.

      2.  ISSUANCE OF WARRANT AND CONSIDERATION THEREFOR.  This Warrant is 
issued in consideration of the loan by PICO HOLDINGS, INC. to the Company as 
described in the Notes issued concurrently with this Warrant by the Company.

      3.  TERM.  The purchase right represented by this Warrant is 
exercisable only during the period commencing upon the Date of Grant and 
ending on April 30, 2000.

      4.  METHOD OF EXERCISE AND PAYMENT.

          (a)  METHOD OF EXERCISE.  Subject to Section 3 hereof and 
compliance with all applicable Federal and state securities laws, the 
purchase right represented by this Warrant may be exercised, in whole or in 
part and from time to time, by the Holder by (i) surrender of this Warrant 
and delivery of the Notice of Exercise (the form of which is attached hereto 
as Exhibit A), duly executed, at the principal office of the Company and (ii) 
payment to the Company of an amount equal to the product of the then 
applicable Warrant Price multiplied by the number of Shares then being 
purchased pursuant to one of the payment methods permitted under Section 4(b) 
below.

          (b)  METHOD OF PAYMENT.  Payment shall be made either (1) by check 
drawn on a United States bank and for United States funds made payable to the 
Company, or (2) by wire transfer of United States funds for the account of 
the Company.

          (c)  NET ISSUE EXERCISE.  Notwithstanding any provisions herein to 
the contrary, in lieu of exercising this Warrant for cash, the Holder may 
elect to receive shares equal to the value (as determined below) of this 
Warrant (or the portion thereof being canceled) by surrender of this Warrant 
at the principal office of the Company together with a properly endorsed 
notice 

                                      2

<PAGE>

of exercise and notice of such election in which event the Company shall 
issue to the Holder a number of shares of Common Stock computed using the 
following formula:

                                 X =  Y (A-B)
                                     ---------
                                         A

Where X = the number of shares of Common Stock to be issued to the Holder,

      Y = the number of shares of Common Stock purchasableunder the Warrant or,
          if only a portion of the Warrant is being exercised, the portion of 
          the Warrant being canceled (at the date of such calculation),

      A = the fair market value of one share of the Company's Common Stock (at 
          the date of such calculation), and

      B = the Warrant Price (as adjusted to the date of such calculation).

For purposes of the above calculation, fair market value of one share of Common
Stock shall be determined by the Company's Board of Directors in good faith;
provided, however, that where there exists a public market for the Company's
Common Stock at the time of such exercise, fair market value shall mean the
average over the preceding twenty trading days (or such fewer number of days as
such public market has existed) of the mean of the closing bid and asked prices
on the over-the-counter market as reported by Nasdaq, or if the Common Stock is
then traded on a national securities exchange or the Nasdaq National Market, the
average over the preceding twenty trading days (or such fewer number of days as
the Common Stock has been so traded) of the closing sale prices on the principal
national securities exchange or the National Market on which it is so traded.

          (d)  DELIVERY OF CERTIFICATE.  In the event of any exercise of the
purchase right represented by this Warrant, certificates for the Shares so
purchased shall be delivered to the Holder within ten days of delivery of the
Notice of Exercise and, unless this Warrant has been fully exercised or has
expired, a new warrant representing the portion of the Shares with respect to
which this Warrant shall not then have been exercised shall also be issued to
the Holder within such ten day period.

          (e)  NO FRACTIONAL SHARES.  No fractional shares shall be issued in
connection with any exercise hereunder, but in lieu of such fractional shares
the Company shall make a cash payment therefor upon the basis of the fair market
value per Share as of the date of exercise.

          (f)  COMPANY'S REPRESENTATIONS.

               (i) All Shares which may be issued upon the exercise of the
purchase right represented by this Warrant shall, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable, and free of any liens
and encumbrances except for restrictions on transfer under applicable federal
and state securities laws.  During the period within which the purchase right
represented by this Warrant may be exercised, the Company shall at all times use

                                      3

<PAGE>

its best efforts to have authorized, and reserved for the purpose of issuance
upon exercise of the purchase right represented by this Warrant, a sufficient
number of Shares to provide for the exercise of the purchase right represented
by this Warrant;

               (ii) This Warrant has been duly authorized and executed by the
Company and is a valid and binding obligation of the Company enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting the
enforcement of creditors' rights;

               (iii) The execution and delivery of this Warrant are not, and
the issuance of the Shares upon exercise of this Warrant in accordance with the
terms hereof will not be inconsistent with the Company's Certificate of
Incorporation or Bylaws, do not and will not contravene any law, governmental
rule or regulation, judgment or order applicable to the Company, and do not and
will not conflict with or contravene any provision of, or constitute a default
under, any material indenture, mortgage, contract or other instrument of which
the Company is a party or by which it is bound, or require the registration or
filing with or the taking of any action in respect of or by, any federal, state
or local government authority or agency (other than such consents, approvals,
notices, actions, or filings as have already been obtained or made, as the case
may be).

      5.  ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.  The number of
securities issuable upon the exercise of this Warrant and the Warrant Price
shall be subject to adjustment from time to time upon the occurrence of certain
events, as follows:

          (a)  ADJUSTMENT FOR DIVIDENDS IN STOCK.  In case at any time or from
time to time on or after the date hereof the holders of the Common Stock of the
Company (or any shares of stock or other securities at the time receivable upon
the exercise of this Warrant) shall have received or, on or after the record
date fixed for the determination of eligible stockholders, shall have become
entitled to receive, without payment therefor, other or additional stock of the
Company by way of dividend then, and in each case, the Holder of this Warrant
shall, upon the exercise hereof, be entitled to receive, in addition to the
number of shares of Common Stock receivable thereupon, and without payment of
any additional consideration therefor, the amount of such other or additional
stock of the Company which such Holder would hold on the date of such exercise
had it been the holder of record of such Common Stock on the date hereof and had
thereafter, during the period from the date hereof to and including the date of
such exercise, retained such shares and/or all other additional stock receivable
by it as aforesaid during such period, giving effect to all adjustments called
for during such period by paragraphs (b) and (c) of this Section 5.

          (b)  ADJUSTMENT FOR RECLASSIFICATION OR REORGANIZATION.  In case of
any reclassification or change of the outstanding securities of the Company or
of any consolidation, merger or reorganization of the Company on or after the
date hereof, then and in each such case the Holder of this Warrant, upon the
exercise hereof at any time after the consummation of such reclassification,
change, consolidation, merger or reorganization, shall be entitled to receive,
in lieu of or in addition to the stock or other securities and property
receivable upon the exercise hereof prior to such consummation, the stock or
other securities to which such Holder would

                                      4

<PAGE>

have been entitled upon such consummation if such Holder had exercised this 
Warrant immediately prior thereto, all subject to further adjustment as 
provided in subparagraphs (a) and (c); in each such case, the terms of this 
Paragraph 5 shall be applicable to the shares of stock or other securities 
property receivable upon the exercise of this Warrant after such consummation.

          (c)  STOCK SPLITS AND REVERSE STOCK SPLITS.  If, at any time on or
after the date hereof, the Company shall subdivide its outstanding shares of
Common Stock into a greater number of shares, the Warrant Price in effect
immediately prior to such subdivision shall thereby be proportionately reduced
and the number of shares receivable upon exercise of this Warrant shall thereby
be proportionately increased; and, conversely, if at any time on or after the
date hereof the outstanding number of shares of Common Stock shall be combined
into a smaller number of shares, the Warrant Price in effect immediately prior
to such combination shall thereby be proportionately increased and the number of
shares receivable upon exercise of the Warrant shall be proportionately
decreased.

          (d)  RIGHTS, OPTIONS OR WARRANTS.  If the Company issues rights,
options or warrants to all holders of its shares of Common Stock, without any
charge to such holders, entitling them (for a period expiring within 45 days
after the record date mentioned below in this paragraph (d)) to subscribe for or
to purchase shares of Common Stock at a price per share lower than the then
current market price per share of Common Stock at the record date mentioned
below (as defined in paragraph (f) below), the number of Shares thereafter
purchasable upon exercise of each Warrant shall be determined by multiplying the
number of Shares theretofore purchasable upon exercise of each Warrant by a
fraction, of which the numerator shall be the number of shares of Common Stock
outstanding on such record date plus the number of additional shares of Common
Stock offered for subscription or purchase, and of which the denominator shall
be the number of shares of Common Stock outstanding on such record date plus the
number of shares which the aggregate offering price of the total number of
shares of Common Stock so offered would purchase at the then current market
price per share of Common Stock.  Such adjustment shall be made whenever such
rights, options or warrants are issued, and shall become effective retroactively
to immediately after the record date for the determination of stockholders
entitled to receive such rights, options or warrants.

          (e)  OTHER DISTRIBUTIONS.  If the Company distributes to all holders
of its shares of Common Stock shares of stock other than Common Stock or
evidences of its indebtedness or assets (excluding cash dividends payable out of
consolidated earnings or retained earnings and dividends or distributions
referred to in paragraph (a) above) or rights, options or warrants or
convertible or exchangeable securities containing the right to subscribe for or
purchase shares of Common Stock (excluding those referenced in paragraph (2)
above), then in each case the number of Shares thereafter issuable upon the
exercise of each warrant shall be determined by multiplying the number of Shares
theretofore issuable upon the exercise of each Warrant, by a fraction, of which
the numerator shall be the current market price per share of Common Stock (as
defined in paragraph (f) below) on the record date mentioned below in this
paragraph (e), and of which the denominator shall be the current market price
per share of Common Stock on such record date, less the then fair value (as
determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive) of the portion of the shares of stock

                                      5

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other than the Common Stock or assets or evidences of indebtedness so 
distributed or of such subscription rights, options or warrants, or of such 
convertible or exchangeable securities applicable to one share of Common 
Stock.  Such adjustment shall be made whenever any such distribution is made, 
and shall become effective on the date of distribution retroactive to 
immediately after the record date for the determination of stockholders 
entitled to receive such distribution.

          (f)  CURRENT MARKET PRICE.  For the purposes of any computation 
under paragraphs (d) and (c) of this Section 5, the current market price per 
share of Common Stock at any date shall be the average of the daily closing 
prices for fifteen consecutive trading days commencing twenty trading days 
before the date of such computation.  The closing price for each day shall be 
the closing sale price or in case no such reported sale takes place on such 
day, the average of the closing bid and asked prices for such day, in either 
case on the principal national securities exchange or the Nasdaq National 
Market on which the shares are listed or admitted to trading, or if they are 
not listed or admitted to trading on any national securities exchange or the 
Nasdaq National Market, but are traded in the over-the-counter market, the 
average of the representative closing bid and asked quotations for the Common 
Stock, on the NASDAQ system or any comparable system, or if the Common Stock 
or, in case no sale is publicly reported, the average of the closing bid and 
asked prices as furnished by two members of the NASD selected from time to 
time by the Company for that purpose.

          (g)  ADJUSTMENTS TO WARRANT PRICE.  Whenever the number of Shares 
purchasable upon exercise of each Warrant is adjusted, as herein provided, 
the Warrant Price shall be adjusted by multiplying the Exercise Price in 
effect immediately prior to such adjustment by a fraction, of which the 
numerator shall be the number of Shares purchasable upon the exercise of each 
Warrant immediately prior to such adjustment, and of which the denominator 
shall be the number of Shares so purchasable immediately thereafter.

          (h)  CERTIFICATE AS TO ADJUSTMENTS.  Upon each adjustment of the
Warrant Price, the Company at its expense shall promptly compute such
adjustment, and furnish the Holder with a certificate of its Chief Financial
Officer setting forth such adjustment and the facts upon which such adjustment
is based.  The Company shall, upon written request, furnish the Holder a
certificate setting forth the Warrant Price in effect upon the date thereof and
the series of adjustments leading to such Warrant Price.

      6.  ACQUISITIONS

          (a)  ASSUMPTION OF WARRANT.  If upon the closing of any Acquisition
the successor entity assumes the obligations of this Warrant, then this Warrant
shall be exercisable for the same securities, cash, and property as would be
payable for the Shares issuable upon exercise of the unexercised portion of this
Warrant as if such Shares were outstanding on the record date for the
Acquisition and subsequent closing.

          (b)  NONASSUMPTION.  If upon the closing of any Acquisition the
successor entity does not assume the obligations of this Warrant and the Holder
has not otherwise exercised this Warrant in full, then the unexercised portion
of this Warrant shall be deemed to have been 

                                      6

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automatically converted pursuant to Section 4(c) and thereafter the Holder 
shall participate in the acquisition on the same terms as other holders of 
the same class of securities of the Company.

          (c)  PURCHASE RIGHT.  Notwithstanding the foregoing, at the election
of the Holder, the Company shall purchase the unexercised portion of this
Warrant for cash upon the closing of any Acquisition for an amount equal to
(a) the fair market value of any consideration that would have been received by
the Holder in consideration of the Shares had the Holder exercised the
unexercised portion of this Warrant immediately before the record date for
determining the stockholders entitled to participate in the proceeds of the
Acquisition, less (b) the aggregate Warrant Price of the Shares, but in no event
less than zero.

      7.  NOTICES; INFORMATION; REGISTRATION.

          (a)  NOTICE OF CERTAIN EVENTS.  If the Company proposes at any time 
(a) to declare any dividend or distribution upon its Common Stock, whether in 
cash, property, stock, or other securities and whether or not a regular cash 
dividend; (b) to offer for subscription pro rata to the holders of any class 
or series of its stock any additional shares of stock of any class or series 
or other rights; (c) to effect any reclassification or recapitalization of 
Common Stock; (d) to merge or consolidate with or into any other corporation, 
or sell, lease, license, or convey all or substantially all of its assets, or 
to liquidate, dissolve or wind up; or (e) offer holders of registration 
rights the opportunity to participate in an underwritten public offering of 
the company's securities for cash, then, in connection with each such event, 
the Company shall give the Holder (1) at least 20 days prior written notice 
of the date on which a record will be taken for such dividend, distribution, 
or subscription rights (and specifying the date on which the holders of 
Common Stock will be entitled thereto) or in respect of the matters referred 
to in (c) and (d) above for determining rights to vote, if any; (2) in the 
case of the matters referred to in (c) and (d) above at least 20 days prior 
written notice of the date when the same will take place (and specifying the 
date on which the holders of Common Stock will be entitled to exchange their 
Common Stock for securities or other property deliverable upon the occurrence 
of such event); and (3) in the case of the matter referred to in (e) above, 
the same notice as is given to the holders of such registration rights.

          (b)  INFORMATION RIGHTS.  So long as the Holder holds this Warrant 
and/or any of the Shares, the Company shall deliver to the Holder (a) 
promptly after mailing, copies of all notices or other written communications 
to the stockholders of the Company, (b) within ninety days after the end of 
each fiscal year of the Company, the annual audited financial statements of 
the Company audited by independent public accountants of recognized standing 
and (c) within forty-five days after the end of each of the first three 
quarters of each fiscal year, the Company's quarterly, unaudited financial 
statements.

          (c)  REGISTRATION UNDER SECURITIES ACT OF 1933.  The Company agrees
that the Shares shall be subject to the registration rights set forth on
Exhibit B.

                                      7

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      8.  COMPLIANCE WITH ACT; TRANSFERABILITY AND NEGOTIABILITY OF WARRANT;
          DISPOSITION OF SHARES.

          (a)  COMPLIANCE WITH ACT.  The Holder, by acceptance hereof, agrees 
that this Warrant and the Shares to be issued upon the exercise hereof are 
being acquired solely for its own account and not as a nominee for any other 
party and not with a view toward the resale or distribution thereof and that 
it will not offer, sell or otherwise dispose of this Warrant or any Shares to 
be issued upon the exercise hereof except under circumstances which will not 
result in a violation of the Act.  This Warrant and the Shares to be issued 
upon the exercise hereof (unless registered under the Act) shall be imprinted 
with a legend in substantially the following form:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
     ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION
     STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN
     ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN
     OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY
     SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER,
     ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
     PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

In addition, this Warrant and the Shares to be issued upon the exercise hereof
shall bear any legends required by the securities laws of any applicable states.

          (b)  TRANSFERABILITY AND NEGOTIABILITY OF WARRANT.  This Warrant 
may not be transferred or assigned in whole or in part without compliance 
with all applicable federal and state securities laws by the transferor and 
the transferee (including the delivery of investment representation letters 
and legal opinions satisfactory to the Company, if requested by the Company 
and the transfer is to a person other than a general partner or affiliate of 
the initial Holder).  Subject to the provisions of this Warrant with respect 
to compliance with the Act, title to this Warrant may be transferred by 
endorsement and delivery in the same manner as a negotiable instrument 
transferable by endorsement and delivery.  The Company shall act promptly to 
record transfers of this Warrant on its books, but the Company may treat the 
registered holder of this Warrant as the absolute owner of this Warrant for 
all purposes, notwithstanding any notice to the contrary.

          (c)  DISPOSITION OF SHARES.  With respect to any offer, sale, 
transfer or other disposition of any Shares acquired pursuant to the exercise 
of this Warrant prior to registration of such Shares, except for any such 
offer, sale, transfer or other disposition of Shares to an affiliate of the 
initial Holder, the Holder and each subsequent holder of this Warrant agrees 
to give written notice to the Company prior thereto, describing briefly the 
manner thereof, and if such transfer is not pursuant to Rule 144, a written 
opinion of legal counsel for such holder, if requested by the Company, to the 
effect that such offer, sale or other disposition may be effected 

                                      8

<PAGE>


without registration or qualification of such Shares.  Notwithstanding the 
foregoing, such Shares may be offered, sold or otherwise disposed of in 
accordance with Rule 144, provided that the Company shall have been furnished 
with such information as the Company may reasonably request to provide a 
reasonable assurance that the provisions of Rule 144 have been satisfied.  
Each certificate representing the Shares thus transferred (except a transfer 
pursuant to Rule 144) shall bear a restrictive legend as to the applicable 
restrictions on transferability in order to insure compliance with the Act, 
unless in the aforesaid opinion of legal counsel for the holder, such legend 
is not required in order to insure compliance with the Act.

      9.  RIGHTS OF STOCKHOLDERS.  No Holder shall be entitled to vote or 
receive dividends or be deemed the holder of Shares or any other securities 
of the Company which may at any time be issuable on the exercise of this 
Warrant for any purpose, nor shall anything contained herein be construed to 
confer upon the Holder, as such, any of the rights of a stockholder of the 
Company or any right to vote for the election of directors or upon any matter 
submitted to stockholders at any meeting thereof, or to give or withhold 
consent to any corporate action (whether upon any recapitalization, issuance 
of stock, reclassification of stock, consolidation, merger, transfer of 
assets or otherwise) or, except as expressly required herein, to receive 
notice of meetings, or to receive dividends or subscription rights or 
otherwise until this Warrant shall have been exercised and the Shares 
issuable upon exercise hereof shall have become deliverable, as provided 
herein.

      10. REPLACEMENT OF WARRANTS.  On receipt of evidence reasonably 
satisfactory to the Company of the loss, theft, destruction or mutilation of 
this Warrant and, in the case of loss, theft or destruction, on delivery of 
an indemnity agreement reasonably satisfactory in form and amount to the 
Company or, in the case of mutilation, on surrender and cancellation of this 
Warrant, the Company at its expense shall execute and deliver, in lieu of 
this Warrant, a new warrant of like tenor.

      11. EXCHANGE OF WARRANT.  Subject to the other provisions of this Warrant,
on surrender of this Warrant for exchange, and subject to the provisions of this
Warrant with respect to compliance with the Act, the Company at its expense
shall issue to or on the order of the Holder a new warrant or warrants of like
tenor, in the name of the Holder or as the Holder (on payment by the Holder of
any applicable transfer taxes) may direct, for the number of Shares issuable
upon exercise thereof.

      12. NOTICES.  All notices and other communications from the Company to the
Holder, or vice versa, shall be deemed delivered and effective when given
personally or mailed by first-class registered or certified mail, postage
prepaid, at such address as may have been furnished to the Company or the
Holder, as the case may be, in writing by the Company or such Holder from time
to time.

      13. WAIVER.  This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.

                                      9

<PAGE>

      14. GOVERNING LAW.  This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware.

      15. TITLES AND SUBTITLES; FORMS OF PRONOUNS.  The titles of the Sections
and Subsections of this Warrant are for convenience only and are not to be
considered in construing this Warrant.  All pronouns used in this Warrant shall
be deemed to include masculine, feminine and neuter forms.

      16. ATTORNEYS' FEES.  In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party prevailing in
such dispute shall be entitled to collect from the other party all costs
incurred in such dispute, including reasonable attorneys' fees.

     Dated:  August     , 1997.         PC QUOTE, INC., a Delaware corporation
                   -----

                                        By:   
                                           -----------------------------------
                                                                   , President


                                        By: 
                                           -----------------------------------
                                                                   , Secretary

                                      10

<PAGE>

                                    EXHIBIT A


                               NOTICE OF EXERCISE


TO:  PC QUOTE, INC.

     1.   The undersigned Holder of the attached Common Stock Purchase 
Warrant hereby elects to exercise its purchase right under such Warrant with 
respect to ________________ Shares, as defined in the Warrant.

     2.   The undersigned Holder elects to pay the aggregate Warrant Price 
for such Shares (the "Exercise Shares") in the following manner:

          [ ]  by the enclosed check drawn on a United States bank and for
               United States funds made payable to the Company in the amount of
               $_____________;

          [ ]  by wire transfer of United States funds to the account of the
               Company in the amount of $___________, which transfer has been
               made before or simultaneously with the delivery of this Notice
               pursuant to the instructions of the Company; or

          [ ]  pursuant to the Net Exercise provisions set forth in Section 4(c)
               of the Warrant.

     3.   Please issue a stock certificate or certificates representing the
appropriate number of Shares in the name of the undersigned or in such other
names as is specified below:

               Name: _____________________________________

               Address: __________________________________

               ___________________________________________

               Tax Ident. No.: ___________________________


                                            HOLDER:

                                            __________________________________

                                            By: ______________________________

Date:_____________________                  Title: ___________________________

                                      11

<PAGE>

                                    EXHIBIT B


                        STATEMENT OF REGISTRATION RIGHTS


     1.   DEFINITIONS.  For purpose of the Warrant to which this Statement of
Registration Rights is attached as Exhibit B:

          (a)  The terms "register," "registered," and "registration" refer 
to a registration effected by preparing and filing a registration statement 
or similar document in compliance with the Securities Act of 1933, as amended 
(the "Act"), and the declaration or ordering of effectiveness of such 
registration statement or document;

          (b)  The term "Registrable Securities" means the shares of Common
Stock issued or issuable upon exercise of the Warrant;

          (c)  The term "Holder" means the original holder of the Warrant and
any transferee of the Warrant; and

          (d)  The term "Warrant" means the original Warrants issued in 
connection with the Company's initial public offering and all Warrants issued 
as a result of the transfer of such original Warrants.

     2.   COMPANY REGISTRATION.  If (but without any obligation to do so) the 
Company proposes at any time before April 30, 2000 to register (including for 
this purpose a registration effected by the Company for stockholders other 
than Holder) any of its stock or other securities under the Act in connection 
with the public offering of such securities solely for cash (other than a 
registration relating solely to the sale of securities to participants in a 
Company stock plan, or a registration on any form which does not include 
substantially the same information as would be required to be included in a 
registration statement covering the sale of the Registrable Securities), the 
Company shall, at such time, promptly give Holder written notice of such 
registration.  Upon the written request of Holder given within twenty days 
after mailing of such notice by the Company, the Company shall, subject to 
the provisions of Section 8 hereof and Section 5 of the Warrant, cause to be 
registered under the Act all of the Registrable Securities that each such 
Holder has requested to be registered.

     3.   DEMAND REGISTRATION.  In case the Company shall, at any time before
April 30, 2000, receive from Holders holding 40% or more of the outstanding
Registrable Securities a written request (to be exercised only once) that the
Company effect a registration and any related qualification or compliance with
respect to all or a part of the Registrable Securities (which registration shall
at the election of Holder either be for a registration for a primary issuance of
the Shares upon the exercise of the Warrant or the resale of the Shares
previously issued upon exercise of the Warrant at the election of Holder) owned
by such Holder, the Company will promptly notify each other Holder (if any) of
such request and will:

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          (a)  as soon as practicable, effect such registration and all such 
qualifications and compliances as may be so requested and as would permit or 
facilitate the sale and distribution of all or such portion of a Holder's 
Registrable Securities as are specified in such request, together with all or 
such portion of the Registrable Securities of any other holder of 
registration rights joining in such request as are specified in a written 
request given within 20 days after receipt of such written notice from the 
Company; PROVIDED, HOWEVER, that the Company shall not be obligated to effect 
any such registration, qualification or compliance, pursuant to this Section 
3:  (1) if the Company has effected a registration of Registrable Securities 
pursuant to this Section 3 within the preceding 12 months; (2) if the Company 
shall furnish to Holder a certificate signed by the President of the Company 
stating that in the good faith judgment of the Board of Directors of the 
Company, it would be seriously detrimental to the Company and its 
stockholders for such registration to be effected at such time, in which 
event the Company shall have the right to defer the filing of the 
registration statement for a period of not more than 60 days after receipt of 
the request of Holder under this Section 3; PROVIDED, HOWEVER, that the 
Company shall not utilize this right more than once in any twelve-month 
period; or (3) in any jurisdiction in which the Company would be required to 
qualify to do business or to execute a general consent to service of process 
in effecting such registration, qualification or compliance; and,

          (b)  subject to the foregoing, file a registration statement 
covering the Registrable Securities and other securities so requested to be 
registered promptly after receipt of the request or requests of Holder, and 
in any event within 30 days of receipt of such request.

     4.   OBLIGATION OF THE COMPANY.  Subject to the terms of the Warrant, in 
the event that the Company is to effect the registration of any Registrable 
Securities pursuant to Section 2 or 3 hereof, the Company shall promptly:

          (a)  Prepare and file with the SEC a registration statement with 
respect to such Registrable Securities and use its best efforts to cause such 
registration statement to become effective, and, upon the request of the 
holders of a majority of the securities registered thereunder, keep such 
registration statement effective for up to one hundred twenty (120) days, or 
such shorter period as is required to dispose of all securities covered by 
such registration statement.

          (b)  Prepare and file with the SEC such amendments and supplements 
to such registration statement and the prospectus used in connection with 
such registration statement as may be necessary to comply with the provisions 
of the Act with respect to the disposition of all securities covered by such 
registration statement.

          (c)  Furnish to Holder such number of copies of a prospectus, 
including a preliminary prospectus, in conformity with the requirements of 
the Act, and such other documents as Holder may reasonably request in order 
to facilitate the disposition of Registrable Securities owned by Holder.

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<PAGE>

          (d)  Use its best efforts to register and qualify the securities 
covered by such registration statement under such other securities or Blue 
Sky laws of such jurisdictions as shall be reasonably requested by Holder, 
provided that the Company shall not be required in connection therewith or as 
a condition thereto to qualify to do business or to file a general consent to 
service of process in any such states or jurisdictions or to agree to any 
restrictions as to the conduct of its business in the ordinary course thereof.

          (e)  In the event of any underwritten public offering, enter into 
and perform its obligations under an underwriting agreement, in usual and 
customary form, with the managing underwriter of such offering.  Holder shall 
also enter into and perform its obligations under such underwriting agreement.

          (f)  Notify Holder at any time when a prospectus relating to 
Registrable Securities of Holder covered by such registration statement is 
required to be delivered under the Act, of the happening of any event as a 
result of which the prospectus included in such registration statement, as 
then in effect, includes an untrue statement of a material fact or omits to 
state a material fact required to be stated therein or necessary to make the 
statements therein not misleading in the light of the circumstances under 
which they were made.

          (g)  Furnish, at the request of Holder, on the date that such 
Registrable Securities are delivered to the underwriters for sale in 
connection with a registration pursuant to the Warrant, if such securities 
are being sold through underwriters, or, if such securities are not being 
sold through underwriters, on the date that the registration statement with 
respect to such securities becomes effective, (i) an opinion, dated such 
date, of counsel representing the Company for the purposes of such 
registration, in form and substance as is customarily given to underwriters 
in an underwritten public offering, addressed to the underwriters, if any, 
and to Holder and (ii) a letter dated such date, from the independent 
certified public accountants of the Company, in form and substance as is 
customarily given by independent certified public accountants to underwriters 
in an underwritten public offering, addressed to the underwriters, if any, 
and to Holder.

     5.   AVAILABILITY OF RULE 144.  Notwithstanding anything in the Warrant 
or this Statement of Registration Rights to the contrary, the Company shall 
not be obligated to effect any such registration, qualification or 
compliance, pursuant to Section 2 or 3, if application of Rule 144 would 
allow Holder requesting a registration under Section 2 or 3 to dispose of the 
Registrable Securities for which a registration is demanded within a single 
90-day period.

     6.   FURNISH INFORMATION.  It shall be a condition precedent to the 
obligations of the Company to take any action pursuant to the Warrant that 
the selling Holder shall furnish to the Company such information regarding 
itself, the Registrable Securities held by Holder, and the intended method of 
disposition of such securities as shall be required to effect the 
registration of their Registrable Securities.

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<PAGE>

     7.   EXPENSES.  The Company shall bear and pay all expenses (other than 
underwriting discounts and commissions) incurred in connection with any 
registration, filing or qualification of Registrable Securities, including 
(without limitation) all registration, filing, and qualification fees, legal, 
printers and accounting fees relating thereto, and the cost of any reasonable 
fees or disbursements of counsel for Holder.

     8.   UNDERWRITING REQUIREMENTS.  In connection with any registrations in 
which Registrable Securities have a right to be included pursuant to Section 
2 hereof and which involves an underwriting of securities being issued by the 
Company, the Company shall not be required, under Section 2 hereof, to 
include any of Holder's securities in such underwriting unless Holder accepts 
the terms of the underwriting as agreed upon between the Company and the 
underwriters selected by it, and then only in such quantity as will not, in 
the opinion of the underwriters, jeopardize the success of the offering by 
the Company.  If the total amount of securities, including Registrable 
Securities, requested by stockholders to be included in such offering exceeds 
the amount of securities sold other than by the Company that the underwriters 
reasonably believe compatible with the success of the offering, then the 
Company shall be required to include in the offering only that number of such 
securities, including Registrable Securities, which the underwriters believe 
will not jeopardize the success of the offering, the securities so included 
to be apportioned pro rata among the selling Holder and other shareholders 
holding contractual registration rights according to the total amount of 
securities entitled to be included therein owned by each selling stockholder 
or in such other proportions as shall mutually be agreed to by Holder and 
each other selling stockholder.

     9.   INDEMNIFICATION.  In the event any Registrable Securities are 
included in a registration statement filed by the Company:

          (a)  The Company will indemnify and holder harmless Holder, its 
officers, directors, and agents, any underwriter (as defined in the Act) for 
Holder and each person, if any, who controls Holder or underwriter within the 
meaning of the Act or the Securities Exchange Act of 1934, as amended (the 
"1934 Act"), against any losses, claims, damages, or liabilities (joint or 
several) asserted by a third party to which they may become subject under the 
Act, the 1934 Act or other federal or state law, insofar as such losses, 
claims, damages, or liabilities (or actions in respect thereof) arise out of 
or are based upon any of the following statements, omissions or violations 
(collectively a "Violation"):  (i) any untrue statement or alleged untrue 
statement of a material fact contained in such registration statement, 
including any preliminary prospectus or final prospectus contained therein or 
any amendments or supplements thereto, (ii) the omission or alleged omission 
to state therein a material fact required to be stated therein, or necessary 
to make the statements therein not misleading, or (iii) any violation or 
alleged violation of the Company of the Act, the 1934 Act, any state 
securities law or any rule or regulation promulgated under the Act, the 1934 
Act or any state securities law; and the Company will reimburse Holder, any 
of its officers or directors, underwriter or controlling person for any legal 
or other expenses reasonably incurred by them, as incurred, in connection 
with investigating or defending any such loss, claim, damage, liability, or 
action; PROVIDED, HOWEVER, that the indemnity agreement contained in this 
Section 9(a) shall not apply to amounts paid in settlement of any such loss, 
claim, damage, liability or action if such settlement is effected without the 
consent of the Company (which consent shall not be unreasonably withheld), 

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nor shall the Company be liable in any such case for any such loss, claim, 
damage, liability, or action to the extent that it arises out of or is based 
upon a Violation which occurs in reliance upon and in conformity with written 
information furnished expressly for use in connection with such registration 
by such Holder, underwriter or controlling person.

          (b)  Holder will indemnify and hold harmless the Company, each of 
its directors, each of its officers who have signed the registration 
statement, each person, if any, who controls the Company with the meaning of 
the Act, any underwriter and any other shareholder selling securities in such 
registration statement or any of its directors or officers or any person who 
controls such shareholder, against any losses, claims, damages, or 
liabilities (joint or several) asserted by a third party to which the Company 
or any such director, officer, controlling person, or underwriter or 
controlling person, or other such shareholder or director, officer or 
controlling person may become subject, under the Act, the 1934 Act or other 
federal or state law, insofar as such losses, claims, damages, or liabilities 
(or actions in respect thereto) arise out of or are based upon any Violation, 
in each case to the extent (and only to the extent) that such Violation 
occurs in reliance upon and in conformity with written information furnished 
by Holder expressly for use in connection with such registration; and Holder 
will reimburse any legal or other expenses reasonably incurred by the Company 
or any such director, officer, controlling person, underwriter or controlling 
person, other shareholder, officer, director, or controlling person, as 
incurred, in connection with investigating or defending any such loss, claim, 
damage, liability, or action; PROVIDED, HOWEVER, that the obligations of 
Holder hereunder shall be limited to an amount equal to the net proceeds 
(equal to the offering price less the exercise price, expenses and 
underwriting commissions and discounts) to such Holder of Shares sold as 
contemplated herein.  Notwithstanding the foregoing, the indemnity agreement 
contained in this Section 9(b) shall not apply to amounts paid in settlement 
of any such loss, claim, damage, liability or action if such settlement is 
effected without the consent of Holder, which consent shall not be 
unreasonably withheld.

          (c)  Promptly after receipt by an indemnified party under this 
Section 9 of notice of the commencement of any action (including any 
governmental action), such indemnified party will, if a claim in respect 
thereof is to be made against any indemnifying part under this Section 9, 
deliver to the indemnifying party a written notice of the commencement 
thereof and the indemnifying party shall have the right to participate in, 
and, to the extent the indemnifying party so desires, jointly with any other 
indemnifying party similarly noticed, to assume the defense thereof with 
counsel mutually satisfactory to the parties; PROVIDED, HOWEVER, that an 
indemnified party shall have the right to retain its own counsel, with the 
fees and expenses to be paid by the indemnifying party, if representation of 
such indemnified party by the counsel retained by the indemnifying party 
would be inappropriate due to actual or potential differing interests between 
such indemnified party and any other party represented by such counsel in 
such proceeding.  The failure to deliver written notice to the indemnifying 
party within a reasonable time of the commencement of any such action, if 
prejudicial to its ability to defend such action, shall relieve such 
indemnifying party of any liability to the indemnified party under this 
Section 9, but the omission so to deliver written notice to the indemnifying 
party will not relieve it of any liability that it may have to any 
indemnified party otherwise than under this Section 9.

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     10.  REPORTS UNDER THE 1934 ACT.  With a view to making available to 
Holder the benefits of Rule 144 promulgated under the Act and any other rule 
or regulation of the SEC that may at any time permit Holder to sell 
securities of the Company to the public without registration the Company will 
endeavor to:

          (a)  make and keep public information available, as those terms are 
understood and defined in SEC Rule 144;

          (b)  take such action as is necessary to enable Holder to utilize 
an abbreviated registration statement for the sale of its Registrable 
Securities;

          (c)  file with the SEC in a timely manner all reports and other 
documents required of the Company under the Act and the 1934 Act; and

          (d)  furnish to Holder, so long as Holder owns any Registrable 
Securities, forthwith upon request (i) a written statement by the Company 
that it has complied with the reporting requirements of SEC Rule 144, the Act 
and the 1934 Act, or that it qualifies as a registrant whose securities may 
be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a 
copy of the most recent annual or quarterly report of the Company and such 
other reports and documents so filed by the Company, and (iii) such other 
information as may be reasonably requested in availing Holder of any rule or 
regulation of the SEC which permits the selling of any such securities 
without registration or pursuant to such form.

     11.  ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause the Company 
to register Registrable Securities pursuant to the Warrant may be assigned by 
Holder to a permitted transferee or assignee of the Warrant or of at least 
400,000 Shares, provided the Company is, within a reasonable time after such 
transfer, furnished with written notice of the name and address of such 
transferee or assignee and the securities with respect to which such 
registration rights are being assigned; and provided, further, that such 
assignment shall be effective only if immediately following such transfer the 
further disposition of such securities by the transferee or assignee is 
restricted under the Act.

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