DISTRIBUTORSHIP AGREEMENT


This  Distributorship  Agreement  (Agreement) is entered into as of the 6 day of
April,  2000 between SCHICK  TECHNOLOGIES,  INC., 3100 47th Avenue,  Long Island
City, New York 11101,  hereinafter referred to as "Vendor", and PATTERSON DENTAL
COMPANY,  1031 Mendota Heights Rd., St. Paul, MN 55120,  hereinafter referred to
as "Patterson."


                                    RECITALS

WHEREAS, Vendor provides certain products for the dental industry and desires to
increase  its  penetration  of the  United  States  and  Canadian  markets,  and
Patterson  desires to distribute  these  products into the defined  territory in
accordance with the terms and conditions hereof,

NOW, THEREFORE, it is mutually agreed:

Definitions

 .    The "Products" means the products described on Schedule I.

 .    The "Territory" is the United States of America and Canada.

1    Appointment  and  Acceptance.  Vendor  hereby  appoints  Patterson  as  its
     exclusive  distributor,  and Patterson  hereby  accepts  appointment as the
     exclusive  distributor of the Products together with all additions thereto,
     improvements  and  modifications  thereof  for and  within  the  Territory.
     Patterson may sell the Products in the Territory through its subsidiaries.

2    Term. The term of this Agreement shall be for a period of three (3) year(s)
     from the date  hereof  (Initial  Term)  and shall  automatically  renew for
     successive  one (1)  year  periods  (Renewal  Term)  unless  terminated  as
     provided herein.

3    Duties of Distributor. Patterson agrees that during the term hereof it will
     promote the sale and  distribution  of Products  throughout  the Territory.
     Patterson shall maintain an adequate staff of personnel  knowledgeable with
     respect to the Products to discharge its responsibilities  hereunder, which
     shall  include   Patterson   maintaining  at  least  one  technical   sales
     representative  per branch focused on the Products.  Also,  Patterson shall
     appoint a corporate  staff person to be  responsible  for the  Products.  A
     detailed  resource  plan  shall  be  described  in the  marketing  plan  to
     accompany this Agreement or to be developed by the parties.

4    Certain Direct Sales.  Vendor shall not, except through  Patterson,  either
     sell Products in the Territory or appoint any agent,  sales  representative
     or other  distributor  to sell Products in the Territory  regardless of the
     title by which such person may be labeled,  nor shall Vendor sell  Products
     in the Territory through the use of mail order  solicitation,  the internet
     or  catalogs,  provided,  however,  Vendor may sell  direct to schools  and
     governmental  agencies,  and may sell OEM  non-Schick  branded  products to
     manufacturers.


<PAGE>

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5    Pricing.  Vendor  agrees to sell the  Products to  Patterson  at the prices
     indicated  in  Schedule  II. The prices  shall be firm for the first  year;
     thereafter,  prices  shall  be  re-established  in  good  faith  by  mutual
     agreement annually.

6    Payment Terms. Sales from Vendor to Patterson shall be on open account, net
     invoice  price payable  within thirty (30) days from receipt of invoice.  A
     prompt  payment  discount  of 1% shall  apply if payment is made within ten
     (10) days from date of invoice.

7    Shipments. All shipments shall be F.O.B. Vendor's facility. Patterson shall
     designate the carrier.  Patterson shall be responsible for taxes, insurance
     and freight charges.

8    Selling Aids and Training.  Vendor will provide  Patterson with  reasonable
     quantities of current Products  information,  promotional materials such as
     photographs and artwork and technical literature. In addition, Vendor shall
     furnish  ratings and  specifications  for the Products in  conformity  with
     United Sates and Canadian  standards so that Patterson shall not have to do
     any testing. Upon Patterson's reasonable request, technical help shall also
     be furnished to Patterson  without cost. Vendor shall supply Patterson from
     time  to  time  with  copies  of  its  catalogs,  brochures,  direct  mail,
     advertising and promotional  materials,  including  audio-visual  tapes and
     Product data, which Patterson may use in developing its own advertising and
     promotional  material  for  the  Products.  In  addition  to the  foregoing
     support,   upon  Patterson's   reasonable  request,   Vendor  will  provide
     assistance and training to Patterson's  personnel at Patterson locations in
     the United States and Canada.

9    Cooperative  Marketing.  Each party shall develop and implement a marketing
     plan which shall  include the terms of the plan dated the same date as this
     Agreement to promote the sale of the Products,  including  development of a
     mutually  agreeable  marketing  budget,   and,  where  appropriate,   joint
     advertising  and  promotional  efforts.  Such  advertising  and promotional
     programs  will  include  all trade  shows and dental  conventions  at which
     Patterson is participating.  Vendor shall provide Patterson any sales leads
     generated through such activity.  Vendor and Patterson reserve the right to
     disapprove any  advertising  which varies  substantially  from the type and
     kind in general use by Patterson or Vendor in the United  States and Canada
     as long as such disapproval is communicated  within 48 hours of receipt. In
     the event of such  disapproval by either Vendor  Patterson,  neither Vendor
     nor Patterson will utilize or disseminate the advertising in question.

10   Governmental  Compliance.  Vendor  represents and warrants to Patterson (i)
     that the Products  have been  cleared for sale in the United  States by the
     United States Food and Drug  Administration  ("FDA");  (ii) that Vendor has
     complied with all FDA  requirements  pertaining to the Products,  including
     registration  and  listing  of the  Products  as a device;  (iii)  that the
     Products comply with all regulations of Canadian  governmental  authorities
     and are cleared for sale in Canada by the applicable Canadian  governmental
     authorities;  (iv)  that  the  Products  comply  with the  requirements  of
     Underwriters Laboratories, if applicable; and (v) that the Products will be
     manufactured  in accordance with  applicable  Good  Manufacturing  Practice
     (GMP) regulations.


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<PAGE>

11   Confidential  Information.  Patterson  agrees to use reasonable  efforts to
     maintain the confidentiality of any confidential or proprietary information
     of Vendor,  including  technical knowledge  respecting the Products,  which
     Vendor specifically advises Patterson, or which Patterson reasonably should
     be aware, is information  classified as  confidential.  Upon termination of
     this  Agreement,  Patterson  shall not use any  confidential or proprietary
     information of Vendor for any reason or purpose  except to fulfill  service
     obligations  to customers who  purchased  Products  from  Patterson  before
     termination of this Agreement.

12   Intellectual Property Rights.

     12.1 Vendor  represents  that it has no knowledge or reason to believe that
          any of the  trademarks,  copyrights,  patents  or  other  intellectual
          property  rights  relating to any of the  Products,  whether  owned by
          Vendor or others,  infringe upon or violate the intellectual  property
          rights (including patents, trademarks, copyrights, symbols or designs)
          of any third party.

     12.2 If  Patterson  shall have found that  Vendor  trademarks,  copyrights,
          patents or other  intellectual  property  rights are being disputed or
          infringed by a third party,  Patterson  shall  promptly  inform Vendor
          thereof and assist  Vendor in taking  steps  necessary  to protect its
          rights.  Patterson,  however,  shall  have no  obligation  to bring or
          maintain legal proceedings to protect Vendor's interests.

13   Protection for Products Liability and Intellectual  Property Rights. Vendor
     will  indemnify,  defend and hold  Patterson  harmless from and against any
     claim, demand, action, loss, cost, damage and expense (including attorneys'
     fees and expenses) arising out of or based upon any claim by any person (i)
     by reason of the alleged defective manufacture or design of the Products or
     failure of the Products to meet the  specifications  for said  Products set
     forth in the invoices,  documentation or other sales literature  applicable
     thereto approved by Vendor, or (ii) claiming that the intellectual property
     rights relating to any of the Products of Vendor as described in Section 12
     hereof  infringe upon the rights of any third party.  Vendor shall have the
     right to assume  full  control of the defense  and  settlement  of any such
     claim,  including without limitation any modification of the Products which
     may be appropriate in Vendor's judgment in connection with any infringement
     suit,  and  Patterson  shall  cooperate  with Vendor with respect  thereto.
     Vendor  shall  maintain  public  liability   insurance  including  products
     liability,  with limits of not less then  $1,000,000  per  occurrence,  and
     shall deliver to Patterson  certificates  evidencing such  insurance,  with
     broad form vendor's  endorsement for Patterson's  benefit naming  Patterson
     and its subsidiaries as additional insureds.

14   Return Policy.

     14.1 Inventory Balance.  Vendor realizes that Patterson may not immediately
          know the stock  requirements  for its trading area. To help  Patterson
          adjust its inventory,  Patterson may return to Vendor new unopened and
          opened  inventory  of  Products in  saleable  condition  for credit at
          Patterson's cost,  provided such inventory is returned


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<PAGE>

          within  120 days of  Patterson's  receipt  thereof.  If such  returned
          inventory  is in saleable  condition  and shipped  freight  prepaid no
          restocking or repacking charge will be made for returned Products.

     14.2 Discontinued  Distributor.  In the event Vendor discontinues Patterson
          as an exclusive  distributor upon the terms and conditions  herein set
          forth,  Vendor agrees to take back all saleable  merchandise under the
          terms of Section  14.1  hereof.  The amount of any credit  (net of any
          amount owed Vendor by Patterson for Product  purchases)  shall be paid
          by Vendor to Patterson within thirty (30) days of Patterson's  request
          therefor.

     14.3 Customer  Returns.  Provided  Patterson has made all reasonable,  good
          faith  efforts to satisfy  the  end-user  customer,  in the event such
          end-user  customer  returns any Product to Patterson for credit within
          45 days following the date of delivery of the Product to the customer,
          and  Patterson  notifies  Vendor of such  return  within  said  45-day
          period,  Patterson  may  return  such  Product to Vendor for credit at
          Patterson's  cost. A  restocking  charge equal to five percent (5%) of
          Patterson's  purchase price for the Product will be assessed by Vendor
          in connection with any Product returned pursuant to this Section 14.3.
          Such returned Product shall be shipped to Vendor freight prepaid.

15   Termination.

     15.1 Basis for Termination:

          15.1.1   Either party shall have the right to terminate this Agreement
                   upon a minimum of ninety (90) days  written  notice  prior to
                   the  expiration  of the Initial Term or any Renewal  Term. In
                   the event such notice is given, the termination date shall be
                   the last day of the Initial Term or any Renewal  Term, as the
                   case may be.

          15.1.2   The parties may  terminate  this  Agreement  at any time upon
                   mutual written agreement, in which event the termination date
                   shall be the date upon which the parties mutually agree.

          15.1.3   In  addition  to  the   foregoing,   this  Agreement  may  be
                   terminated  by either  party upon  thirty (30) days notice to
                   the other if either party:

                   (i) Makes an  assignment  for the  benefit  of  creditors  or
                   institutes a proceeding as a debtor under any law relating to
                   insolvency or bankruptcy and is adjudicated an insolvent or a
                   bankrupt;

                   (ii) Fails for  forty-five  (45) days to have  discharged any
                   involuntary   proceedings   brought   against  it  under  any
                   insolvency or bankruptcy law; or

                   (iii) Fails to remedy any default in performance of the terms
                   of this


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<PAGE>

                   Agreement  within thirty (30) days of written  notice of such
                   lack of performance from the other party.

          15.1.4   Either party may terminate  this  Agreement  upon ninety (90)
                   days written  notice after  expiration of the first or second
                   year  hereof if the  parties  have not agreed upon new prices
                   under Section 5 prior to the end of such year.

     15.2 Obligations  Upon  Expiration or  Termination.  Upon the expiration or
          termination of this Agreement:


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<PAGE>


          15.2.1   Patterson  shall return to Vendor all price lists,  catalogs,
                   brochures current  advertising and sales materials  furnished
                   by Vendor;


          15.2.2   Patterson  shall  remove  from  its  stationery,  advertising
                   literature,  and places of business all  references to Vendor
                   and the Products and shall not use any of Vendor  trademarks,
                   trade names or symbols or any trademark, trade name or symbol
                   confusingly similar thereto; and

          15.2.3   Patterson may return for credit saleable Products,  and shall
                   receive  payment  therefor,  in  accordance  with  Section 14
                   hereof.

     15.3 Limitation of  Liability.  In no event shall either party be liable to
          the  other  for any  incidental,  indirect  or  consequential  damages
          arising  out of the  termination  by  either  party of this  Agreement
          pursuant to this Section 15.

16   Warranty.

     16.1 Vendor's  obligations  with  respect to the  Products  are  limited to
          Vendor's  Standard  Warranties  contained  in  Schedule  III  appended
          hereto.  All such warranties shall be for the benefit of Patterson and
          its customers.  In the case of new and unused  Products,  the warranty
          period  shall not  commence  until  the date of sale to the  end-user.
          Patterson will inform Vendor of the  information  specified in Section
          16.4  regarding  the  end-user so that  Vendor can start the  warranty
          period.

     16.2 Patterson  agrees to  cooperate  fully  with  Vendor in  carrying  out
          Vendor's Standard  Warranty , in accordance with procedures  specified
          herein or which may be  specified  in writing  by Vendor  from time to
          time.

     16.3 Patterson  will not  modify  any of the  Products  without  the  prior
          specific  written  permission  of  Vendor.  Any  modifications  to the
          Products  performed in the  Territory  by  Patterson  pursuant to this
          paragraph will fall outside Vendor's  Standard  Warranty,  and will be
          the sole responsibility of Patterson.

     16.4 Product Registration.  For Vendor's warranty purposes, Patterson shall
          provide the following  information  to Vendor in connection  with each
          Product order,  within five (5) business days of  Patterson's  sale of
          any Product:

          16.4.1 name, address, telephone and fax numbers of End-User;
          16.4.2 names of other contact person(s);
          16.4.3 quantity and description of all of End-User's Product(s);
          16.4.4 all serial numbers of End-User's Product(s);
          16.4.5 date of shipment; and
          16.4.6 date of installation.

          Vendor  shall  provide  Patterson  with  registration  forms  for such
          information,  to be  completed  by


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<PAGE>

          Patterson.  End-User shall not be entitled to receive warranty service
          from Vendor  unless and until such  information  has been  provided to
          Vendor.

17   Miscellaneous.

     17.1 Relationship  and  Authority.  Patterson  and Vendor  are  independent
          contractors  and  nothing  herein  shall be  construed  to create  the
          relationship  of employer and employee,  partners,  joint venturers or
          principal and agent between Vendor and  Patterson,  between Vendor and
          the  employees of Patterson or between  Patterson and the employees of
          Vendor.

     17.2 Force Majeure. Neither party to this Agreement shall be liable for its
          failure to perform its obligations  hereunder due to events beyond its
          reasonable  control,  including,  but not limited to, strikes,  riots,
          wars,  fire, acts of God, acts in compliance with any law,  regulation
          or order (whether valid or invalid) of the United States of America or
          any state thereof or any other domestic or foreign  governmental  body
          or  instrument  thereof  having  jurisdiction  in  the  matter.  Delay
          occasioned thereby shall not be considered a breach of this Agreement.

     17.3 Entire Agreement.  This Agreement,  including the schedules,  exhibits
          and  addendum,  hereto,  which are  incorporated  herein by reference,
          constitutes  the entire  agreement  between Vendor and Patterson.  All
          prior  or  contemporaneous  agreement,  proposals,  understanding  and
          communications between or involving Vendor and Patterson, whether oral
          or in writing, are merged into this Agreement.  The terms contained in
          this Agreement shall supercede any conflicting  terms contained in any
          purchase order,  invoice or other document used or submitted by either
          party in  connection  with the  purchase of  products  covered by this
          Agreement.  This  Agreement may be amended only by a writing signed by
          all parties.

     17.4 Successors and Assigns. This Agreement shall not be assigned by either
          Vendor or  Patterson  without  the prior  consent of the other  party;
          provided, however, that Patterson may, without being released from its
          obligations  hereunder,  assign  this  Agreement  to any of its wholly
          owned subsidiaries, provided such subsidiary assumes in writing all of
          Patterson's obligations hereunder.

     17.5 Notices. All communications, including without limitation consents and
          changes  of  address,  required  or  permitted  hereunder  shall be in
          writing and shall be effective  upon  delivery or within five (5) days
          after the mailing thereof by certified mail,  postage  prepaid,  or by
          overnight courier delivery, addressed as provided herein.

     17.6 Arbitration.  The  parties  shall  attempt  to  resolve  amicably  all
          disputes,  differences and  controversies  arising out of, under or in
          connection  with this  Agreement  through the good faith effort of the
          parties; if the parties' efforts are not successful within thirty (30)
          days after their commencement, the matter shall be settled and finally
          determined  by  arbitration  in  Minneapolis,   Minnesota  before  the
          American  Arbitration  Association under the then existing  commercial
          rules of the American Arbitration Association.

     17.7 Applicable  Law. This Agreement and the rights and  obligations of the
          parties  hereunder


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<PAGE>

          shall be construed and governed by the laws of the state of Minnesota.

18   Minimum Purchase Quota.

     18.1 Quota. A minimum  purchase quota for each year of the Initial Term for
          each  category of Product shall be as set forth in Schedule IV to this
          Agreement.

     18.2 Failure to Meet  Quota.  In the event  Patterson  fails to achieve the
          annual  quota,  Vendor  may  terminate  this  Agreement  at  any  time
          thereafter by giving Patterson at least thirty (30) days prior written
          notice.

     18.3 Purchase Obligation.  It is understood that the quota requirements set
          forth herein impose no obligation  upon  Patterson to make payments or
          commitments  for the payment of money to Vendor other than for Product
          actually  purchased,  and  Patterson  shall not be liable for  damages
          resulting  solely from its failure to meet the quota  requirements set
          forth herein.

     18.4 Initial Purchase.  Patterson agrees to issue an initial purchase order
          for Products in the minimum  amount of $500,000 upon the  commencement
          of this Agreement.

     18.5 Lack of  Products.  If  Patterson  is unable to purchase  the required
          quantity  of  Products  due to  the  inability  of  Vendor  to  supply
          Products,  such failure to purchase  shall not constitute a default of
          this Section 18 and, in such event, in lieu of actual  purchases,  the
          sales quota shall be measured by the orders placed by Patterson.

     18.6 Performance  Rebate.  If Patterson  meets the minimum annual  purchase
          quota as set forth in  Schedule  IV,  Vendor  shall  pay to  Patterson
          within 45 days  following  the end of each year of the Initial  Term a
          cash  rebate  equal  to two  and  one-half  percent  (2  1/2%)  of its
          purchases during the year.


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<PAGE>

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement  to be signed and
executed as of the day and year first above written.

                                                 VENDOR:

                                                 ------------------------------



                                                 By ___________________________
                                                 Its ________________________


                                                 PATTERSON DENTAL COMPANY



                                                 By ___________________________
                                                 Its ________________________


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