AMENDED AND RESTATED
                               SECURITY AGREEMENT

     THIS AMENDED AND RESTATED SECURITY  AGREEMENT  ("Agreement") is executed as
of the 15th  day of  March,  2000,  by  SCHICK  TECHNOLOGIES,  INC.,  a New York
corporation  (the  "Obligor"),  in favor of DVI  FINANCIAL  SERVICES  INC.  (the
"Lender"). Obligor, intending to be legally bound, hereby agrees as follows:

     1. DEFINITIONS. For purposes of this Agreement,

          1.1  "account",   "account  debtor",  "chattel  paper",   "documents",
     "equipment",  "general intangibles",  "goods",  "instrument",  "inventory",
     "investment  property" and  "proceeds"  shall have the meanings  given such
     terms in the Code.

          1.2 "Chief Executive  Office" shall mean the place from which the main
     part of the business  operations of Obligor are managed.  Obligor's current
     Chief Executive Office is 31-00 47th Avenue, Long Island City, NY 11101.

          1.3 "Code"  shall mean the Uniform  Commercial  Code as adopted by the
     Commonwealth of Pennsylvania, as the same may be amended from time to time.

          1.4 "Collateral" shall mean all existing and after-acquired  accounts,
     chattel  papers,   documents,   general  intangibles,   equipment,   goods,
     instruments,  inventory and investment  property of Obligor and all income,
     proceeds and products thereof, including without limitation:

               (a)  All of  Obligor's  present  and  future  accounts,  contract
          rights, chattel paper,  instruments and documents and all other rights
          to the  payment  of money  whether  or not yet  earned,  for  services
          rendered or goods sold,  consigned,  leased or furnished by Obligor or
          otherwise,  together  with  (i) all  goods  (including  any  returned,
          rejected,  repossessed  or consigned  goods),  the sale,  consignment,
          lease or other furnishings of which shall be given or may give rise to
          any of the  foregoing,  (ii) all of  Obligor's  rights as a consignor,
          consignee,  unpaid  vendor or other lien or in  connection  therewith,
          including  stoppage  in  transit,   set-off,   detinue,  replevin  and
          reclamation,  (iii) all general intangibles related thereto,  (iv) all
          guaranties,  mortgages,  security  interests,  assignments,  and other
          encumbrances on real or personal property, leases and other agreements
          or   property   securing   or   relating   to   any   accounts,    (v)
          choses-in-action,  claims and  judgments,  (vi) any return or unearned
          premiums,  which  may  be  due  upon  cancellation  of  any  insurance
          policies, and (vii) all products and proceeds of any of the foregoing.

               (b) All of Obligor's present and future inventory  (including but
          not  limited  to goods  held for sale or lease or  furnished  or to be
          furnished under contracts for service, raw materials, work-in-process,
          finished  goods and goods  used or  consumed  in  Obligor's  business)
          whether  owned,  consigned or held on  consignment,  together with all
          merchandise,  component materials,  supplies,  packing,  packaging and
          shipping  materials,  and all returned,  rejected or repossessed goods
          sold,  consigned,  leased or  otherwise  furnished  by Obligor and all
          products and proceeds of any of the foregoing.


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<PAGE>

               (c) All of  Obligor's  present  and  future  general  intangibles
          (including  but not limited to tax refunds and rebates,  manufacturing
          and  processing  rights,   designs,  patent  rights  and  applications
          therefor,   trademarks  and  registration  or  applications  therefor,
          tradenames,  brand  names,  logos,  inventions,   copyrights  and  all
          applications   and   registrations   therefor),   licenses,   permits,
          approvals,  software and computer programs, license rights, royalties,
          trade  secrets,  methods,  processes,  know-how,  formulas,  drawings,
          specifications,   descriptions,   label  designs,  plans,  blueprints,
          patterns  and all  memoranda,  notes and records  with  respect to any
          research and development, and all income, products and proceeds of any
          of the foregoing.

               (d) All of  Obligor's  present and future  machinery,  equipment,
          furniture,  fixtures,  motor vehicles,  tools,  dies,  jigs, molds and
          other  articles of tangible  personal  property of every type together
          with all parts, substitutions,  accretions,  accessions,  attachments,
          accessories,  additions,  components and replacements thereof, and all
          manuals of  operation,  maintenance  or repair,  and all  products and
          proceeds of any of the foregoing.

               (e) All of Obligor's  present and future  general  ledger sheets,
          files,  records,  customer lists, books of account,  invoices,  bills,
          certificates  or  documents  of  ownership,  bills of  sale,  business
          papers, correspondence,  credit files, tapes, cards, computer runs and
          all other data and data storage  systems  whether in the possession of
          Obligor or any service bureau.

               (f) All deposits,  funds,  instruments,  documents,  policies and
          evidence and certificates of insurance,  securities, chattel paper and
          other  assets of Obligor or in which  Obligor has an interest  and all
          proceeds  thereof,  now or at any time hereafter on deposit with or in
          the  possession  or control of Lender or owing by Lender to Obligor or
          in transit by mail or  carrier to Lender or in the  possession  of any
          other  Person  acting on Lender's  behalf,  without  regard to whether
          Lender  received  the same in pledge,  for  safekeeping,  as agent for
          collection or otherwise,  or whether Lender has conditionally released
          the same,  and in all assets of Obligor in which Lender now has or may
          at any time hereafter obtain a lien,  mortgage,  or security  interest
          for any reason.

          1.5 "DVI Indebtedness"  shall mean all obligations and indebtedness of
     Obligor to Lender,  whether now or hereafter owing or existing,  including,
     without limitation, (a) the obligations and indebtedness of Obligor arising
     under the Loan Documents and those credit facilities specifically described
     on Schedule 1.5 attached  hereto and (b) any of the  foregoing  that arises
     after  the  filing  of a  petition  by or  against  Obligor  under the U.S.
     Bankruptcy  Code  even if the  obligations  do not  accrue  because  of the
     automatic stay under U.S. Bankruptcy Code ss. 362 or otherwise.

          1.6 "Event of Default"  shall include any and all events  described in
     Section 7.

          1.7 "Loan  Documents" shall mean (a) that certain Amended and Restated
     Secured  Promissory  Note of even date herewith given by Obligor and Schick
     Technologies,  Inc.,  a  Delaware  corporation  ("STDE")  to  Lender in the
     original principal amount of Five Million Dollars ($5,000,000.00), (b) that
     certain Second Amended and Restated  Promissory  Note of even date herewith
     given by Obligor and STDE to Lender in the original principal amount of One
     Million Five Hundred Ninety-Six  Thousand One Hundred  Eighty-Nine  Dollars
     ($1,596,189.00),  (c) all documents,  instruments and agreements evidencing
     any indebtedness of Obligor (whether arising


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<PAGE>

     as a loan,  lease or otherwise)  owed to DVI  Strategic  Partner  Group,  a
     division  of  Lender  and (d) all  agreements,  documents  and  instruments
     collateral  to  any  of  the  foregoing,   together  with  all  amendments,
     replacements,  increases,  renewals and  modifications  thereof or thereto,
     including, without limitation, this Agreement.

          1.8 Permitted Liens" shall mean the security interest and lien granted
     by  Obligor to  Greystone  Funding  Corporation  pursuant  to that  certain
     Security  Agreement  dated  December  27,  1999,  which shall be  expressly
     subordinate  to  the  security   interests  and  liens  granted  to  Lender
     hereunder.

          1.9 "Person" means an individual, a corporation or a government or any
     agency or subdivision thereof, or any other entity.

     2. SECURITY INTEREST.  Obligor grants to Lender a security interest in, and
lien on, the Collateral.

     3. EFFECT OF GRANT.  The security  interests in and liens on the Collateral
granted to Lender by Obligor  hereunder  shall not be rendered  void by the fact
that no DVI  Indebtedness  exists as of a particular date, but shall continue in
full force and effect until all DVI Indebtedness  has been paid in full,  Lender
has no agreement or commitment  outstanding  pursuant to which Lender may extend
credit to or on  behalf  of  Obligor  and  Lender  has  executed  and  delivered
termination statements and/or releases with respect to the Collateral.

     4.  OBLIGATIONS   SECURED.  The  Collateral  and  the  continuing  security
interests granted therein shall secure the DVI  Indebtedness.  IT IS THE EXPRESS
INTENTION  OF OBLIGOR THAT THE  COLLATERAL  SHALL SECURE ALL EXISTING AND FUTURE
DVI INDEBTEDNESS.

     5.  REPRESENTATIONS.  Obligor  hereby  represents  and warrants as follows,
which  representations  and warranties  shall be true and correct as of the date
hereof,  at the time of the creation of any DVI  Indebtedness  and until all DVI
Indebtedness has been paid in full:

          5.1 Valid Organization, Good Standing and Qualification.  Obligor is a
     corporation duly incorporated,  validly existing and in good standing under
     the laws of the State of New York, has full power and authority to execute,
     deliver and comply with the Loan Documents, and to carry on its business as
     it is now being  conducted  and is duly  licensed or qualified as a foreign
     corporation in good standing under the laws of each other  jurisdiction  in
     which  the  character  or  location  of the  properties  owned by it or the
     business transacted by it requires such licensing or qualification,  except
     where the failure to be so licensed or qualified  would not have a material
     adverse effect on the Collateral, assets, business, operations or financial
     condition  of Obligor or the ability of Obligor to perform its  obligations
     under the Loan Document.

          5.2  Title  to  Collateral.  The  Collateral  is and  will be owned by
     Obligor  free and clear of all liens  and  other  encumbrances  of any kind
     (including liens or other  encumbrances  upon properties  acquired or to be
     acquired  under  conditional  sales  agreements  or other  title  retention
     devices),  excepting  only liens in favor of the  Lender and the  Permitted
     Liens. Obligor will defend


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<PAGE>

     the Collateral against any claims of all persons or entities other than the
     Lender.

          5.3 Due  Authorization;  No  Legal  Restrictions.  The  execution  and
     delivery  by  Obligor  of  the  Loan  Documents,  the  consummation  of the
     transactions  contemplated  by the Loan Documents and the  fulfillment  and
     compliance with the respective terms, conditions and provisions of the Loan
     Documents:  (a) have been duly authorized by all requisite corporate action
     of  Obligor,  (b) will not  conflict  with or  result  in a breach  of,  or
     constitute  a default (or might,  upon the passage of time or the giving of
     notice or both,  constitute a default) under, any of the terms,  conditions
     or provisions of any applicable statute, law, rule, regulation or ordinance
     or Obligor's  Certificates or Articles of  Incorporation  or By-Laws or any
     indenture,  mortgage,  loan or  credit  agreement  or  instrument  to which
     Obligor is a party or by which it may be bound or affected, or any judgment
     or  order of any  court  or  governmental  department,  commission,  board,
     bureau,  agency or instrumentality,  domestic or foreign,  and (c) will not
     result in the creation or imposition of any lien,  charge or encumbrance of
     any nature  whatsoever  upon any of the property or assets of Obligor under
     the terms or provisions of any such agreement or  instrument,  except liens
     in favor of Lender.

          5.4 Governmental Consents. No consent, approval or authorization of or
     designation,  declaration or filing with any governmental  authority on the
     part of Obligor is required in connection  with the execution,  delivery or
     performance  by  Obligor  of  this  Agreement  or the  consummation  of the
     transactions contemplated hereby.

          5.5  Addresses.  The  portions of the  Collateral  which are  tangible
     (corporeal)  property and Obligor's  books and records  pertaining  thereto
     will at all times be located at the  addresses  set forth on  Schedule  5.5
     attached hereto;  or such other location  determined by Obligor after prior
     notice to Lender and delivery to Lender of any items requested by Lender to
     maintain  perfection and priority of Lender's security  interests and liens
     and access to Obligor's books and records.

          5.6 Pending Litigation or Proceedings. Except as set forth on Schedule
     5.6 attached hereto, there are no judgments  outstanding or actions,  suits
     or proceedings pending or, to the best of Obligor's  knowledge,  threatened
     against  or  affecting  Obligor or the  Collateral,  at law or in equity or
     before  or  by  any  federal,   state,   municipal  or  other  governmental
     department, commission, board, bureau, agency or instrumentality,  domestic
     or foreign.

          5.7  Enforceability.  The Loan  Documents  have been duly  executed by
     Obligor  and   constitute   valid  and  binding   obligations  of  Obligor,
     enforceable in accordance with their terms except as enforceability  may be
     limited by any bankruptcy, insolvency, reorganization,  moratorium or other
     laws or equitable principles affecting creditors' rights generally.

          5.8 Taxes.  Obligor has filed all tax returns  which it is required to
     file and has paid,  or made  provision  for the payment of, all taxes which
     have or may have  become due  pursuant  to such  returns or pursuant to any
     assessment  received by it, except such taxes (other than real estate taxes
     which must be paid regardless of challenge), if any, as are being contested
     in good faith and as to which adequate  reserves have been  provided.  Such
     tax returns are complete and accurate in all respects.  Obligor knows of no
     proposed  additional  assessment or basis for any  assessment of additional
     taxes.


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<PAGE>

          5.9  Regulations.  Obligor is not in violation of its  Certificate  or
     Articles of Incorporation or in default in the performance or observance of
     any of its obligations,  covenants or conditions contained in any indenture
     or other  agreement  creating,  evidencing or securing any  indebtedness or
     pursuant  to which any such  indebtedness  is issued and  Obligor is not in
     violation of or in default  under any other  agreement or instrument or any
     judgment,   decree,  order,  statute,  rule  or  governmental   regulation,
     applicable to it or by which its properties may be bound or affected.

          5.10 Intellectual Property.  Obligor owns or possesses the irrevocable
     right to use all of the patents,  trademarks,  service marks,  trade names,
     copyrights, licenses, franchises and permits and rights with respect to the
     foregoing necessary to own and operate that Obligor's properties (including
     the  Collateral)  and to carry on its business as presently  conducted  and
     presently  planned  to be  conducted  without  conflict  with the rights of
     others.

          5.11 Accuracy of Representations and Warranties.  No representation or
     warranty  by  Obligor  contained  herein  or in any  certificate  or  other
     document  furnished by Obligor  pursuant  hereto or in connection  herewith
     fails to contain any  statement  of material  fact  necessary  to make such
     representation  or warranty not  misleading  in light of the  circumstances
     under  which it was made.  There is no fact which  Obligor  knows or should
     know and has not  disclosed  to Lender,  which does or may  materially  and
     adversely affect Obligor, or any of its operations.

     6. COVENANTS.  Obligor covenants and agrees that until the DVI Indebtedness
have been paid in full, Obligor shall:

          6.1 Payment of Obligations.  Pay when due all DVI Indebtedness and all
     other amounts payable by Obligor to Lender.

          6.2  Existence;   Approvals;   Qualification;   Business   Operations;
     Compliance with Laws.

               (a)  obtain,  preserve  and keep in full  force  and  effect  its
          separate corporate existence and all rights,  licenses,  registrations
          and  franchises  necessary  to the proper  conduct of its  business or
          affairs;

               (b) qualify and remain qualified as a foreign corporation in each
          jurisdiction  in which the  character  or location  of the  properties
          owned  by  it  or  the  business   transacted   by  it  requires  such
          qualification  except  where the  failure to obtain or  maintain  such
          qualification  would  not  have  a  material  adverse  effect  on  the
          Collateral,  assets,  business,  operations or financial  condition of
          Obligor or the ability of Obligor to perform its obligations under the
          Loan Documents;

               (c) continue to operate its  business as  presently  operated and
          will not  engage  in any new  businesses  without  the  prior  written
          consent of Lender which consent will not be unreasonably withheld; and


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<PAGE>

               (d) comply with the  requirements  of all applicable laws and all
          rules, regulations (including environmental regulations) and orders of
          regulatory agencies and authorities having jurisdiction over it.

          6.3  Disposition  of Assets.  Not sell,  lease,  transfer or otherwise
     dispose  of  all,  substantially  all,  or  any  material  portion  of  the
     Collateral,  except for sales of  inventory  or obsolete  equipment  in the
     ordinary course for fair consideration.

          6.4 Liens. Not create, incur or permit to exist any mortgage,  pledge,
     encumbrance, lien, security interest or charge of any kind (including liens
     or charges upon  properties  acquired or to be acquired  under  conditional
     sales  agreements  or other title  retention  devices)  on its  property or
     assets,  whether  now owned or  hereafter  acquired,  or upon any income or
     profits  therefrom,  except  as  permitted  hereunder  or  under  the  Loan
     Documents.

          6.5 Maintenance of Properties. Maintain, preserve, protect and keep or
     cause to be maintained, preserved, protected and kept its real and personal
     property  used or useful in the  conduct of its  business  in good  working
     order and condition,  reasonable  wear and tear excepted,  and will pay and
     discharge when due the cost of repairs to and maintenance of the same.

          6.6 Insurance.  Carry  adequate  insurance  issued by responsible  and
     financially sound insurers  acceptable to Lender, in amounts  acceptable to
     Lender (at least adequate to comply with any  co-insurance  provisions) and
     against all such  liability and hazards as are usually  carried by entities
     engaged in the same or a similar business  similarly  situated or as may be
     required by Lender.  Obligor will carry business interruption  insurance in
     such amounts as may be required by Lender.  In the case of insurance on any
     of the  Collateral,  Obligor  shall carry  insurance in the full  insurable
     value  thereof  and cause  Lender  to be named as  insured  mortgagee  with
     respect to all real  property,  loss payee  (with a lender's  loss  payable
     endorsement) with respect to all personal property,  and additional insured
     with respect to all liability  insurance,  as its interests may appear with
     thirty (30) days' notice to be given Lender by the insurance  carrier prior
     to cancellation or material modification of such insurance coverage.

     Obligor  shall  cause to be  delivered  to Lender  the  insurance  policies
therefor or in the  alternative,  evidence of insurance and at least thirty (30)
business days prior to the expiration of any such insurance, additional policies
or duplicates  thereof or in the alternative,  evidence of insurance  evidencing
the renewal of such  insurance  and payment of the  premiums  therefor.  Obligor
shall  direct  all  insurers  that in the  event of any loss  thereunder  or the
cancellation of any insurance policy,  the insurers shall make payments for such
loss and pay all  returned  or unearned  premiums  directly to Lender and not to
Obligor and Lender jointly.

     In the event of any loss, Obligor will give Lender immediate notice thereof
and Lender may make proof of loss whether the same is done by Obligor. Lender is
granted a power of attorney by Obligor with full power of  substitution  to file
any proof of loss in Obligor's or Lender's  name, to endorse  Obligor's  name on
any check, draft or other instrument evidencing insurance proceeds,  and to take
any action or sign any document to pursue any insurance  loss claim.  Such power
being coupled with an interest is irrevocable.


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<PAGE>

     In the event of any loss,  Lender, at its option,  may (i) retain and apply
all or any part of the insurance  proceeds to reduce,  in such order and amounts
as Lender may elect the DVI  Indebtedness,  or (ii)  disburse all or any part of
such  insurance  proceeds  to or for the  benefit of Obligor  for the purpose of
repairing or replacing  Collateral after receiving proof  satisfactory to Lender
of such repair or  replacement,  in either case without waiving or impairing the
DVI  Indebtedness  or any provision of this  Agreement.  Any deficiency  thereon
shall be paid by Obligor to Lender upon demand.  Obligor  shall not take out any
insurance  without  having  Lender  named as loss  payee or  additional  insured
thereon.  Obligor  shall  bear the full risk of loss from any loss of any nature
whatsoever with respect to the Collateral.

          6.7 Additional  Documents and Future  Actions.  At its sole cost, take
     such  actions  and provide  Lender from time to time with such  agreements,
     financing statements and additional  instruments,  documents or information
     as the Lender may in its discretion deem necessary or advisable to perfect,
     protect and maintain the security  interests in the  Collateral,  to permit
     Lender to protect its interest in the Collateral, or to carry out the terms
     of the Loan Documents. Obligor hereby authorizes and appoints Lender as its
     attorney-in-fact,  with full power of substitution, to take such actions as
     Lender may deem  advisable  to protect  the  Collateral  and its  interests
     thereon and its rights  hereunder,  to execute on Obligor's behalf and file
     at Obligor's expense financing statements, and amendments thereto, in those
     public  offices  deemed  necessary or  appropriate  by Lender to establish,
     maintain  and protect a  continuously  perfected  security  interest in the
     Collateral,  and to execute on Obligor's  behalf such other  documents  and
     notices as Lender may deem  advisable  to protect  the  Collateral  and its
     interests therein and its rights  hereunder.  Such power being coupled with
     an interest is irrevocable.  Obligor irrevocably authorizes the filing of a
     carbon,  photographic  or other copy of this  Agreement,  or of a financing
     statement,  as a  financing  statement  and  agrees  that  such  filing  is
     sufficient as a financing statement.

          6.8 Name or Address Change. Not change its name or address except upon
     thirty (30) days prior  written  notice to Lender and delivery to Lender of
     any items  requested  by Lender to  maintain  perfection  and  priority  of
     Lender's security interests and access to Obligor's books and records.

          6.9 Inspections.  Permit officers of Lender, or such persons as any of
     them may designate,  to visit and inspect any of the properties of Obligor,
     examine (either by Lender's employees or by independent accountants) any of
     the  Collateral or other assets of Obligor,  including the books of account
     of Obligor, and discuss the affairs,  finances and accounts of Obligor with
     its officers and with its independent accountants,  at such times as Lender
     may desire; provided,  however, that prior to the occurrence of an Event of
     Default such access shall be limited to all reasonable times during regular
     business hours.

          6.10 Taxes;  Claims for Labor and  Materials.  Pay or cause to be paid
     when due all taxes,  assessments,  governmental  charges or levies  imposed
     upon it or its income,  profits,  payroll or any property  belonging to it,
     including  without  limitation all  withholding  taxes,  and all claims for
     labor,  materials  and supplies  which,  if unpaid,  might become a lien or
     charge upon any of its properties or assets;  provided that it shall not be
     required to pay any such tax, assessment,  charge, levy or claim so long as
     the  validity  thereof  shall be  contested  in good  faith by  appropriate


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<PAGE>

     proceedings  promptly initiated and diligently conducted by it, and neither
     execution  nor  foreclosure  sale or  similar  proceedings  shall have been
     commenced in respect  thereof (or such  proceedings  shall have been stayed
     pending the disposition of such contest of validity), and it shall have set
     aside on its books,  or at the  request of Lender  deposited  with  Lender,
     adequate reserves with respect thereto.

          6.11  Indebtedness.  Except for existing  indebtedness  acceptable  to
     Lender or to the extent permitted hereunder, Obligor will not incur, permit
     or suffer to exist  directly  or  indirectly,  including  through  guaranty
     obligations,  any  liabilities or obligations for borrowed money or capital
     lease  obligations  (except  operating leases complying with FASB13) to any
     other person or entity other than Lender or Greystone  Funding  Corporation
     without the prior written consent of Lender.

          6.12 Requested  Information.  With reasonable  promptness,  deliver to
     Lender all financial information in respect of the condition, operation and
     affairs of Obligor and the Collateral as Lender may reasonably request from
     time to time.

     7. EVENTS OF  DEFAULT.  The  occurrence  of any event of default or default
under any of the Loan Documents after expiration of any applicable notice and/or
grace period  permitted in such documents shall constitute an "Event of Default"
hereunder.;

     8. REMEDIES OF LENDER.

          8.1 Remedies.  At the option of the Lender,  upon the occurrence of an
     Event of Default, or at any time thereafter:

               (a) The entire unpaid principal of the DVI  Indebtedness,  or any
          part thereof, all interest accrued thereon, all fees due hereunder and
          all other  obligations  of  Obligor to Lender  hereunder  or under any
          other agreement, note or otherwise arising will become immediately due
          and payable without any further demand or notice;

               (b) Lender may enter the  premises  occupied  by Obligor and take
          possession of the Collateral and any records relating thereto; and/or

               (c) Lender may exercise  each and every right and remedy  granted
          to it under  the Loan  Documents,  under  the Code and under any other
          applicable law or at equity.

          8.2 Sale or Other Disposition of Collateral.  The sale, lease or other
     disposition  of the  Collateral,  or any part  thereof,  by Lender after an
     Event of Default may be for cash,  credit or any combination  thereof,  and
     Lender  may  purchase  all or any part of the  Collateral  at public or, if
     permitted  by law,  private  sale,  and in lieu of actual  payment  of such
     purchase  price,  may set-off the amount of such purchase price against the
     DVI  Indebtedness  then owing. Any sales of the Collateral may be adjourned
     from  time to time  with or  without  notice.  The  Lender  may  cause  the
     Collateral  to remain on  Obligor's  premises or otherwise or to be removed
     and  stored at  premises  owned by other  persons,  at  Obligor's  expense,
     pending sale or other disposition of the Collateral.  Obligor,  at Lender's
     request, shall assemble the Collateral consisting of inventory and


                                       8
<PAGE>

     tangible  assets and make such assets  available to Lender at a place to be
     designated by Lender.  Lender shall have the right to conduct such sales on
     Obligor's premises, at Obligor's expense, or elsewhere, on such occasion or
     occasions as Lender may see fit. Any notice  required to be given by Lender
     of a sale,  lease or other  disposition or other intended  action by Lender
     with  respect to any of the  Collateral  which is  deposited  in the United
     States mail,  postage  prepaid and duly addressed to Obligor at the address
     specified  in Section 11 below,  at least five (5)  business  days prior to
     such  proposed  action,  shall  constitute  fair and  reasonable  notice to
     Obligor of any such action.  The net  proceeds  realized by Lender upon any
     such  sale or  other  disposition,  after  deduction  for the  expenses  of
     retaking,  holding, storing,  transporting,  preparing for sale, selling or
     otherwise  disposing  of the  Collateral  incurred by Lender in  connection
     therewith  and all  other  costs and  expenses  related  thereto  including
     attorney  fees,  shall be  applied  in such  order as  Lender,  in its sole
     discretion,  elects,  toward  satisfaction of the DVI Indebtedness.  Lender
     shall  account to Obligor for any surplus  realized upon such sale or other
     disposition,  and  Obligor  shall  remain  liable for any  deficiency.  The
     commencement  of any action,  legal or  equitable,  or the rendering of any
     judgment or decree for any deficiency  shall not affect  Lender's  security
     interest in the Collateral. Obligor agrees that Lender has no obligation to
     preserve  rights to the  Collateral  against any other  parties.  Lender is
     hereby  granted a license or other right to use, after an Event of Default,
     without  charge,   Obligor's  labels,  general  intangibles,   intellectual
     property, equipment, real estate, patents, copyrights, rights of use of any
     name, trade secrets, trade names, trademarks, service marks and advertising
     matter,  or  any  property  of a  similar  nature,  as it  pertains  to the
     Collateral,  in completing  production of, advertising for sale and selling
     any inventory or other Collateral and Obligor's rights under all contracts,
     licenses,  leases and franchise agreements shall inure to Lender's benefit.
     Lender  shall be under no  obligation  to  marshall  any assets in favor of
     Obligor  or any other  party or  against or in payment of any or all of the
     DVI Indebtedness.

          8.3 Delay or Omission Not Waiver. Neither the failure nor any delay on
     the part of Lender to exercise any right,  remedy, power or privilege under
     the Loan Documents upon the occurrence of any Event of Default or otherwise
     shall operate as a waiver thereof or impair any such right,  remedy,  power
     or  privilege.  No waiver of any Event of  Default  shall  affect any later
     Event of Default or shall impair any rights of Lender.  No single,  partial
     or full  exercise of any rights,  remedies,  powers and  privileges  by the
     Lender  shall  preclude  further or other  exercise  thereof.  No course of
     dealing  between  Lender  and  Obligor  shall  operate  as or be  deemed to
     constitute a waiver of Lender's  rights under the Loan  Documents or affect
     the duties or obligations of Obligor.

          8.4 Remedies Cumulative;  Consents. The rights,  remedies,  powers and
     privileges provided for herein shall not be deemed exclusive,  but shall be
     cumulative and shall be in addition to all other rights,  remedies,  powers
     and privileges in Lender's favor at law or in equity. Whenever the Lender's
     consent or  approval is required  or  permitted,  such  consent or approval
     shall be at the sole and absolute discretion of Lender.

     9. CERTAIN FEES, COSTS,  EXPENSES AND  EXPENDITURES.  Obligor agrees to pay
within  thirty (30) days of demand all costs and  expenses of Lender,  including
without limitation:

          9.1  All  costs  and  expenses  in  connection  with  any  amendments,
     extensions  and


                                       9
<PAGE>

     increases to the Loan Documents (including, without limitation,  attorney's
     fees  and  expenses,  and  the  cost  of  appraisals  and  reappraisals  of
     Collateral),  and the cost of  periodic  lien  searches  and tax  clearance
     certificates, as Lender deems advisable;

          9.2  All  Lender's,   costs  and  expenses  in  connection   with  the
     enforcement, protection and preservation of the Lender's rights or remedies
     under  the  Loan  Documents,   or  any  other  agreement  relating  to  any
     Obligations,  or in connection  with legal advice relating to the rights or
     responsibilities  of Lender  (including  without  limitation  court  costs,
     reasonable attorney's fees and expenses of accountants and appraisers); and

          9.3 Any and all stamp and other  taxes  payable  or  determined  to be
     payable  in  connection  with  the  execution  and  delivery  of  the  Loan
     Documents,  and all  liabilities  to which Lender may become subject as the
     result of delay in paying or omission to pay such taxes.

     In the event Obligor shall fail to pay taxes, insurance, assessments, costs
or  expenses  which  it is  required  to pay  hereunder,  or  fails  to keep the
Collateral free from security  interests or lien (except as expressly  permitted
herein),  or fails to maintain or repair the Collateral as required  hereby,  or
otherwise  breaches  any  obligations  under the Loan  Documents,  Lender in its
discretion,  may make  expenditures for such purposes and the amount so expended
(including  reasonable  attorney's  fees and  expenses,  filing  fees and  other
charges) shall be payable by Obligor on demand and shall  constitute part of the
DVI Indebtedness.

     In the event any  action  at law or in equity in  connection  with the Loan
Documents,  the DVI  Indebtedness  or matters  collateral  thereto is terminated
adverse to Obligor,  Obligor will pay all reasonable  attorneys'  fees and legal
costs incurred by Lender in connection with such actions.

     With  respect  to any  amount  required  to be paid by  Obligor  under this
Section, in the event Obligor fails to pay such amount on demand,  Obligor shall
also pay to Lender interest  thereon at the Default Rate (as defined in the Loan
Documents).  Obligor's  obligations under this Section shall survive termination
of this Agreement.

     10. TIME IS OF THE ESSENCE. Time is of the essence in Obligor's performance
of its obligations under the Loan Documents.

     11.   COMMUNICATIONS   AND  NOTICES.   All  notices,   requests  and  other
communications  made or given in  connection  with  this  Agreement  shall be in
writing and, unless receipt is stated herein to be required,  shall be deemed to
have been validly given if delivered  personally to the individual,  division or
department  to whose  attention  notices to a party are to be  addressed,  or by
private  carrier,  telecopy  (with original  forwarded by first class mail),  or
registered  or  certified  mail,  return  receipt  requested,  in all cases with
postage prepaid,  addressed as follows, until some other address (or individual,
division or department for attention) shall have been designated by notice given
by one party to the other:


                                       10
<PAGE>

     To Obligor:

                  Schick Technologies, Inc.
                  31-00 47th Avenue
                  Long Island City, NY  11101
                  Attention:  President
                  Telecopier No.:  718-937-5962

     To Lender:

                  DVI Strategic Partner Group
                  707 Skokie Boulevard
                  Northbrook, IL  60062
                  Attention:  Chief Operating Officer
                  Telecopier No.:  847-564-2965

     With a copy to:

                  DVI, Inc.
                  500 Hyde Park
                  Doylestown, PA  18901
                  Attention:  Legal Department
                  Telecopier No.:  215-345-7759

     or after August 1, 2000

                  DVI, Inc.
                  2500 York Road
                  Jamison, PA  18929
                  Attention:  Legal Department
                  Telecopier No.:  (215) 488-5010

     12. LIMITATION ON LIABILITY. Obligor shall be responsible for and Lender is
hereby released from any claim or liability in connection  with: (a) safekeeping
any Collateral;  (b) any loss or damage to any Collateral; (c) any diminution in
value of the Collateral; or (d) any act or default of another person or entity.

     Lender  shall  only  be  liable  for  any  act  or  omission  on  its  part
constituting willful misconduct.  In the event that Lender breaches its required
standard of conduct,  Obligor agrees that its liability shall be only for direct
damages suffered and shall not extend to consequential or incidental damages. In
the event Obligor brings suit against Lender in connection with the transactions
contemplated  hereunder  and  Lender is found  not to be  liable,  Obligor  will
indemnify  and hold  Lender  harmless  from all  costs and  expenses,  including
attorney's fees, incurred by Lender in connection with such suit.


                                       11
<PAGE>

     13. WAIVERS. In connection with any proceedings  hereunder or in connection
with any of the DVI  Indebtedness,  including  without  limitation any action by
Lender in replevin, foreclosure or other court process or in connection with any
other action related to the DVI  Indebtedness or the  transactions  contemplated
hereunder, each Obligor waives:

          13.1  all  procedural  errors,   defects  and  imperfections  in  such
     proceedings;

          13.2 all  benefits  under any  present or future  laws  exempting  any
     property,  real or  personal,  or any  part of any  proceeds  thereof  from
     attachment,  levy or sale under  execution,  or  providing  for any stay of
     execution to be issued on any judgment recovered in connection with the DVI
     Indebtedness  or in any replevin or  foreclosure  proceeding,  or otherwise
     providing for any valuation, appraisal or exemption;

          13.3 all rights to inquisition  on any real estate,  which real estate
     may be levied upon pursuant to a judgment  obtained in connection  with any
     of the DVI  Indebtedness and sold upon any writ of execution issued thereon
     in whole or in part, in any order desired by Lender;

          13.4  presentment  for payment,  demand,  notice of demand,  notice of
     non-payment, protest and notice of protest of any of the DVI Indebtedness;

          13.5 any  requirement  for bonds,  security  or  sureties  required by
     statute, court rule or otherwise; and

          13.6 any demand for possession of Collateral  prior to commencement of
     any suit.

     14. JURISDICTION.  Obligor hereby consents to the jurisdiction of any state
or  federal  court  located  within  the  Commonwealth  of   Pennsylvania,   and
irrevocably  agrees  that,  subject to the  Lender's  election,  all  actions or
proceedings  relating to the Loan  Documents  or the  transactions  contemplated
hereunder  may be  litigated in such courts,  and Obligor  waives any  objection
which it may have based on improper venue or forum non conveniens to the conduct
of any proceeding in any such court and waives  personal  service of any and all
process upon it, and  consents  that all such service of process be made by mail
or  messenger  directed to it at the  address  set forth in Section 11.  Nothing
contained  in this  Section 14 shall  affect the right of Lender to serve  legal
process in any other  manner  permitted  by law or affect the right of Lender to
bring any action or proceeding  against Obligor or its property in the courts of
any other jurisdiction.

     15. MISCELLANEOUS PROVISIONS.

          15.1 Severability. The provisions of this Agreement and all other Loan
     Documents   are   deemed   to  be   severable,   and  the   invalidity   or
     unenforceability  of any provision shall not affect or impair the remaining
     provisions which shall continue in full force and effect.

          15.2 Headings. The headings of the Articles, Sections,  paragraphs and
     clauses of this Agreement are inserted for  convenience  only and shall not
     be deemed to constitute a part of this


                                       12
<PAGE>

     Agreement.

          15.3 Binding Effect.  This Agreement and all rights and powers granted
     hereby will bind and inure to the  benefit of the parties  hereto and their
     respective permitted successors and assigns.

          15.4  Amendment.  No modification of this Agreement or any of the Loan
     Documents  shall be binding or enforceable  unless in writing and signed by
     or on behalf of the party against whom enforcement is sought.

          15.5  Governing  Law.  This  Agreement  has been  made,  executed  and
     delivered  in the  Commonwealth  of  Pennsylvania  and will be construed in
     accordance  with and  governed  by the laws of such  Commonwealth  (without
     giving effect to any principles of conflicts of law).

          15.6 No Third  Party  Beneficiaries.  The rights and  benefits of this
     Agreement  and the Loan  Documents  shall not inure to the  benefit  of any
     third party.

          15.7  Exhibits and  Schedules.  All exhibits  and  schedules  attached
     hereto are hereby made a part of this Agreement.

          15.8  Counterparts.  This  Agreement  may be executed in any number of
     counterparts, all of which taken together shall constitute one and the same
     instrument,  and any of the parties  hereto may execute  this  Agreement by
     signing any such counterpart.

          15.9 No Joint Venture.  Nothing contained herein is intended to permit
     or authorize  Obligor to make any  contract on behalf of Lender,  nor shall
     this  Agreement be construed as creating a  partnership,  joint  venture or
     making Lender an investor in Obligor.

          15.10 Filing of Financing Statements.  Copies or reproductions of this
     Agreement  or of any  financing  statement  may  be  filed  as a  financing
     statement.

          15.11  Waiver of Right to Trial by Jury.  OBLIGOR AND LENDER WAIVE ANY
     RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND,  ACTION OR CAUSE OF ACTION (a)
     ARISING UNDER THIS AGREEMENT OR ANY OTHER  DOCUMENT OR INSTRUMENT  REFERRED
     TO HEREIN OR DELIVERED IN CONNECTION HEREWITH,  OR (b) IN ANY WAY CONNECTED
     WITH OR RELATED OR  INCIDENTAL  TO THE  DEALINGS OF OBLIGOR WITH RESPECT TO
     THIS  AGREEMENT OR ANY OTHER  DOCUMENT OR INSTRUMENT  REFERRED TO HEREIN OR
     DELIVERED IN CONNECTION  HEREWITH,  OR THE  TRANSACTIONS  RELATED HERETO OR
     THERETO,  IN EACH CASE WHETHER  SOUNDING IN CONTRACT OR TORT OR  OTHERWISE.
     OBLIGOR AND LENDER AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR
     CAUSE OF ACTION  SHALL BE DECIDED BY COURT TRIAL  WITHOUT A JURY,  AND THAT
     ANY PARTY TO THIS  AGREEMENT MAY FILE AN ORIGINAL  COUNTERPART OR A COPY OF
     THIS SECTION  WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF OBLIGOR
     AND LENDER TO THE WAIVER OF THEIR RIGHT TO


                                       13
<PAGE>

     TRIAL BY JURY.

          15.12 Effect of Amendment.  This  Agreement  amends and restates,  but
     does  not  repay or  satisfy,  Obligor's  obligations  under  that  certain
     Security Agreement dated January 25, 1999.

     IN WITNESS WHEREOF, the undersigned has executed this Security Agreement on
the date first above written.

                              SCHICK TECHNOLOGIES, INC., a New York corporation

                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------

     Lender hereby joins in this Agreement for the sole purpose of ratifying and
confirming its consent to the provisions contained in Section 15.11 above.

                              DVI FINANCIAL SERVICES INC.

                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------


                                       14
<PAGE>


                         NAMES AND ADDRESSES OF OBLIGOR


Names of Obligor

     Schick Technologies, Inc., a New York corporation

Addresses of Obligor

     31-00 47th Avenue
     Long Island City, NY  11101





                                  SCHEDULE 5.5

                                       TO

                               SECURITY AGREEMENT


                                       15
<PAGE>

                        PENDING AND THREATENED LITIGATION





                                  SCHEDULE 5.6

                                       TO

                               SECURITY AGREEMENT


                                       16