REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made this 15th day of
March,  2000 by and between SCHICK  TECHNOLOGIES,  INC., a Delaware  corporation
("Schick" or the  "Company")  and DVI FINANCIAL  SERVICES  INC.  ("DVI") and its
permitted designees (individually, a "Holder" and, collectively, the "Holders").

     WHEREAS,  Schick has agreed to issue to DVI warrants  (the  "Warrants")  to
purchase shares of Schick Common Stock and to register the underlying  shares of
its common stock to be issued pursuant to the exercise of such warrants pursuant
to the terms and conditions of this Agreement;

     The parties hereto agree as follows:

                                    ARTICLE 1

Section 1.1 Definitions.

     Certain defined terms used herein and not otherwise  defined shall have the
meanings for such terms as used in the Loan Agreement.  In addition,  as used in
this Agreement, the following capitalized terms have the following meanings:

     Exchange Act shall mean,  as of any date,  the  Securities  Exchange Act of
1934, as amended, or any similar federal statute then in effect, and a reference
to a particular  section  thereof  shall  include a reference to the  comparable
section,  if any, of any similar  federal  statute and the rules and regulations
thereunder.

     Holders  shall mean any Holder and his  permitted  transferee  or  assignee
under the Loan Agreement.

     Public Offering shall mean a public offering and sale of equity  securities
of the Company or any successors thereto,  pursuant to an effective registration
statement under the Securities Act.

     Registrable  Securities  shall mean the Schick Common Stock issued pursuant
to the exercise of the Warrants.

     As to any particular Registrable Securities, such securities shall cease to
be Registrable  Securities when (i) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of under such  registration  statement,
(ii) such  securities  shall have become  eligible  for resale  pursuant to Rule
144(k) and any restrictive  legend on certificates  representing such securities
shall  have been  removed,  (iii)  such  securities  shall  have been  otherwise
transferred  or disposed  of, and (x) new  certificates  therefor  not bearing a
legend  restricting  further  transfer shall have

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been  delivered by the Company,  and (y)  subsequent  transfer or disposition of
them shall not require their registration or qualification  under the Securities
Act or any similar state law then in force or compliance  with Rule 144, or (iv)
such securities shall have ceased to be outstanding.  The Registrable Securities
held by a holder  shall cease to be  Registrable  Securities  if such Holder can
immediately sell all Registrable Securities held by such Holder pursuant to Rule
144.

     Securities  Act shall mean, as of any date,  the Securities Act of 1933, as
amended,  or any similar federal  statute then in effect,  and in reference to a
particular section thereof shall include a reference to the comparable  section,
if any,  of any such  similar  federal  statute  and the rules  and  regulations
thereunder.

                                    ARTICLE 2

                               Registration Rights

Section 2.1 Piggyback Registration Rights.

     (a) If at any time or from time to time,  the Company  shall  determine  to
register any of its securities, for its own account or the account of any of its
stockholders  (including any  registration of its securities held by Greystone &
Co.,  pursuant  to  Greystone's  demand  therefor),  other  than a  registration
relating solely to employee benefit plans, or a registration  relating solely to
an SEC Rule 145 transaction,  a transaction  relating solely to the sale of debt
or convertible  debt  instruments or a registration on any form (other than Form
S-1, S-2 or S-3, or their successor forms) which does not include  substantially
the same  information  as would be required  to be  included  in a  registration
statement covering the sale of Registrable Securities, the Company will:

          (i) give to the Holders  written notice thereof as soon as practicable
     prior to filing the registration statement; and

          (ii) include in such  registration  and in any  underwriting  involved
     therein,  all the Registrable  Securities specified in a written request or
     requests,  made  within  fifteen  (15) days after  receipt of such  written
     notice from the Company by the Holder.

     (b) If the  registration is for a registered  Public Offering  involving an
underwriting,  the  Company  shall so advise the Holder as a part of the written
notice given pursuant to subsection  2.1(a)(i).  In such event, the right of the
Holder to  registration  pursuant to Section 2.1 shall be conditioned  upon such
Holder's  participation in such  underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. Should
the Holder propose to distribute his securities  through such  underwriting,  he
shall  (together  with the  Company  and the other  Holders  distributing  their
securities through such underwriting) enter into an underwriting  agreement with
the underwriter or underwriters  selected for such  underwriting by the Company.
Notwithstanding  any  other  provision  of  this  Section  2.1,  if  a  managing
underwriter determines that marketing factors require a limitation of the number
of shares to be underwritten,  the managing  underwriter may limit the number of
Registrable

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Securities  to be included in the  registration  and  underwriting.  The Company
shall so advise the Holder and the other Holders  distributing  their securities
through such underwriting  pursuant to piggyback  registration rights similar to
this Section 2.1, and the number of shares of  Registrable  Securities and other
securities that may be included in the registration  and  underwriting  shall be
allocated  among  the  Holder  and other  Holders  in  proportion,  as nearly as
practicable,  to the respective percentage of the Company held by the Holder and
other  securities  held  by  other  Holders  at the  time of the  filing  of the
registration statement assuming the exercise of all warrants held by DVI. If the
Holder  disapproves  of the  terms of any  such  underwriting,  he may  elect to
withdraw   therefrom  by  written   notice  to  the  Company  and  the  managing
underwriter.   Any  Registrable  Securities  excluded  or  withdrawn  from  such
underwriting shall be withdrawn from such registration.

     (c) All expenses for registrations pursuant to this Section 2.1, including,
without  limitation,  printing  expenses,  expenses of compliance  with blue sky
laws,  fees and  disbursements  of counsel for the  Company and  expenses of any
audits  incidental to or required by any such Registration  Statement,  shall be
borne by the Company,  except that (i) all expenses,  fees and  disbursements of
any counsel retained by the Holders shall be borne entirely by such Holders, and
(ii) all registration and filing fees and all brokerage and calling  commissions
shall be borne by the Holders holding the securities registered pursuant to such
Registration  Statement in pro rata fashion,  according to the quantity of their
securities so registered.

Section 2.2 Indemnification.

     (a) In the event of any registration of any securities of the Company under
the Securities Act pursuant to this  Agreement,  the Company will, and it hereby
agrees to,  indemnify and hold  harmless,  to the extent  permitted by law, each
Holder of any Registrable Securities covered by such registration statement, its
directors and officers or general and limited partners, as follows:

          (i)  against  any and all loss,  liability,  claim,  damage or expense
     whatsoever  arising  out of or based  upon an untrue  statement  or alleged
     untrue statement of a material fact contained in any registration statement
     (or  any  amendment  or  supplement   thereto),   including  all  documents
     incorporated  therein by  reference,  or the  omission or alleged  omission
     therefrom of a material fact required to be stated  therein or necessary to
     make the  statements  therein not  misleading,  or arising out of an untrue
     statement or alleged  untrue  statement of a material fact contained in any
     preliminary  prospectus  or  prospectus  (or any  amendment  or  supplement
     thereto) or the omission or alleged  omission  therefrom of a material fact
     necessary in order to make the statements therein not misleading;

          (ii) against any and all loss,  liability,  claim,  damage and expense
     whatsoever to the extent of the aggregate  amount paid in settlement of any
     litigation,  or investigation  or proceeding by any governmental  agency or
     body,  commenced or threatened,  or of any claim  whatsoever based upon any
     such untrue statement or omission,  or any such alleged untrue statement or
     omission,  if such  settlement is effected with the written  consent of the
     Company; and

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          (iii)  against  any and all  expense  reasonably  incurred  by them in
     connection  with   investigating,   preparing  or  defending   against  any
     litigation,  or investigation  or proceeding by any governmental  agency or
     body, commenced or threatened,  or any claim whatsoever based upon any such
     untrue  statement or  omission,  to the extent that any such expense is not
     paid under  subparagraph (i) or (ii) above;  provided,  however,  that this
     indemnity does not apply to any loss,  liability,  claim, damage or expense
     to the  extent  arising  out  of an  untrue  statement  or  alleged  untrue
     statement  or omission  or alleged  omission  made in reliance  upon and in
     conformity  with  written  information  furnished  to the  Company by or on
     behalf of any such Holder or to the extent such Holder fails to comply with
     Section  2.2 (b).  Such  indemnity  shall  remain in full  force and effect
     regardless of any investigation  made by or on behalf of such Holder or any
     such director,  officer, general or limited partner,  investment advisor or
     agent,  or  controlling  person  and shall  survive  the  transfer  of such
     securities by such Holder.

     (b) The Company may require,  as a condition to including  any  Registrable
Securities  in  any  registration   statement  filed  in  accordance  with  this
Agreement,  that the  Company  shall have  received  an  undertaking  reasonably
satisfactory to it from the Holder of Registrable  Securities,  to indemnify and
hold harmless (in the same manner and to the same extent as set forth in Section
2.2(a)) the Company  with respect to any  statement  or alleged  statement in or
omission or alleged omission from such registration statement,  any preliminary,
final or summary prospectus  contained therein,  or any amendment or supplement,
if such statement or alleged  statement or omission or alleged omission was made
in reliance upon and in  conformity  with written  information  furnished to the
Company by or on behalf of such  Holder.  Such  indemnity  shall  remain in full
force and effect  regardless  of any  investigation  made by or on behalf of the
Company or any such director,  officer or  controlling  person and shall survive
the transfer of such securities by such Holder.  In that event,  the obligations
of the Company and such  Holder  pursuant to this  Section 2.2 are to be several
and not joint;  provided,  however,  that with respect to each claim pursuant to
this Section, the Company shall be liable for the full amount of such claim, and
each such  Holder's  liability  under  this  Section  2.2 shall be limited to an
amount  equal  to the  proceeds  received  by  such  Holder  from  the  sale  of
Registrable Securities held by such Holder pursuant to this Agreement.

     (c) Promptly  after receipt by an  indemnified  party  hereunder of written
notice  of the  commencement  of any  action  or  proceeding  involving  a claim
referred to in this  Section 2.2,  such  indemnified  party will,  if a claim in
respect thereof is to be made against an indemnifying party, give written notice
to  such  indemnifying  party  of the  commencement  of such  action;  provided,
however,  that the failure of any  indemnified  party to give notice as provided
herein shall not relieve the  indemnifying  party of its obligations  under this
Section  2.2,  except to the  extent  that the  indemnifying  party is  actually
prejudiced  by such  failure to give timely  notice.  In case any such action is
brought  against  an  indemnified  party,  unless  in such  indemnified  party's
reasonable  judgment  a  conflict  of  interest  between  such  indemnified  and
indemnifying  parties  may exist in  respect  of such  claim (in which  case the
indemnifying  party  shall not be liable for the fees and  expenses of more than
one firm of counsel for a majority of the Holders of  Registrable  Securities in
connection with any one action or separate but similar or related actions),  the
indemnifying party will be entitled to participate in and to assume the

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defense thereof,  jointly with any other indemnifying party similar notified, to
the  extent  that it may  wish  with  counsel  reasonably  satisfactory  to such
indemnified  party,  and  after  notice  from  the  indemnifying  party  to such
indemnified  party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying party will not be liable to such indemnified party for any legal or
other expenses  subsequently  incurred by such indemnifying  party in connection
with the defense thereof.

Section 2.3 Contribution.

     In order to provide for just and equitable  contribution  in  circumstances
under  which the  indemnity  contemplated  by Section  2.7 is for any reason not
available,  the  parties  required  to  indemnify  by the  terms  thereof  shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature  contemplated by such indemnity agreement incurred by the Company and
any Holder of Registrable Securities,  except to the extent that contribution is
not permitted  under Section 11(f) of the  Securities  Act. In  determining  the
amounts which the respective parties shall contribute, there shall be considered
the  relative  benefits  received  by  each  party  from  the  offering  of  the
Registrable  Securities  (taking into account the portion of the proceeds of the
offering  realized  by each),  the  parties'  relative  knowledge  and access to
information  concerning the matter with respect to which the claim was asserted,
the  opportunity  to correct and prevent any statement or omission and any other
equitable  considerations  appropriate under the circumstances.  The Company and
each  Holder  selling  securities  agree  with  each  other  that no  seller  of
Registrable  Securities  shall be required to contribute any amount in excess of
the amount such Holder would have been required to pay to an  indemnified  party
if the indemnity under Section 2.7(b) were available.

Section 2.4 Rule 144.

     The  Company  covenants  that it has  filed  all of the  reports  that were
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder,  including periodic reports
under Section 13 or 15(d) of the Exchange Act (the  "Reports")  and that it will
timely file all Reports required  thereafter.  If at any time the Company ceases
to be required to file such periodic reports, the Company will, upon the request
of any Holder of Registrable Securities, make publicly available the information
specified in  paragraph  (c) of Rule 144 under the  Securities  Act, and it will
take such further action as any Holder of Registrable  Securities may reasonably
request,  all to the extent  required from time to time to enable such Holder to
sell Registrable Securities without registration under the Securities Act within
the limitation of the  exemptions  provided by (i) Rule 144 under the Securities
Act, as such Rule may be amended from time to time,  or (ii) any similar rule or
regulation  hereafter  adopted by the SEC. Without  limitation to the foregoing,
the Company  shall,  promptly  upon the  request of any Holder,  deliver to such
Holder a written  statement as to whether it has complied with the  requirements
of Section 13 or 15(d) of the Exchange Act during the 12 months  preceding  such
request.  Each Holder may assign his rights  under this  Agreement  to anyone to
whom he sells, transfers or assigns any of the Registrable Securities so long as
the new Holder is not and will not upon receipt of such  Registrable  Securities
become an affiliate of the Company.

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                                    ARTICLE 3

                                   Termination

Section 3.1 Certain Terminations.

     (a) The provisions of this Agreement  shall  terminate on the date which is
ten (10) years from the date of this Agreement.

     (b)  Notwithstanding  the  foregoing,  this  Agreement  shall in any  event
terminate  with  respect  to any  Holder  when such  Holder  no longer  owns any
Registrable Securities.

                                    ARTICLE 4

                                  Miscellaneous

Section 4.1 Successors and Assigns.

     The rights to have the Company register Registrable  Securities pursuant to
this Agreement shall be  automatically  assigned by the Holder to any transferee
of all or any portion of such securities of Registrable  Securities only if: (a)
the Holder  agrees in writing  with the  transferee  or  assignee to assign such
rights,  and a copy of such  agreement  is  furnished  to the  Company  within a
reasonable time after such  assignment,  (b) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (i) the
name and address of such  transferee  or assignee and (ii) the  securities  with
respect to which such registration rights are being transferred or assigned, (c)
immediately  following  such transfer or assignment  the further  disposition of
such securities by the transferee or assignee is restricted under the Securities
Act and  applicable  state  securities  laws,  and (d) at or before the time the
Company received the written notice  contemplated by clause (b) of this sentence
the transferee or assignee agrees in writing with the Company to be bound by all
of the  provisions  contained  herein.  In the event of any delay in filing  the
Registration Statement as a result of such assignment,  the Company shall not be
liable for any damages arising from such delay.

Section 4.2 Amendment and Modification; Waiver of Compliance; Conflicts.

     (a)  This  Agreement  may be  amended  only by a  written  instrument  duly
executed by DVI and Schick.

     (b) Except as otherwise  provided in this Agreement,  any failure of any of
the parties to comply with any  obligation,  covenant,  agreement  or  condition
herein may be waived by the party  entitled to the  benefits  thereof  only by a
written  instrument signed by the party granting such waiver, but such waiver or
failure  to  insist  upon  strict  compliance  with such  obligation,  covenant,
agreement or condition shall not operate as a waiver of, or estoppel

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with respect to, any subsequent or other failure.

Section 4.3 Notices.

     Any  notice,  request,  claim,  demand,  document  and other  communication
hereunder to any party shall be  effective  upon receipt (or refusal of receipt)
and shall be in writing and  delivered  personally  or sent by telex or telecopy
(with such telex or telecopy  confirmed  promptly in writing sent by first class
mail), or first class mail, or other similar means of communication, as follows:

to the Company:
                        Schick Technologies, Inc.
                        31-00 47th Avenue
                        Long Island City, New York 11101
                        Attn:  Chief Executive Officer or President

to the Holder:          DVI Financial Services Inc.
                        500 Hyde Park
                        Doylestown, Pennsylvania 18901
                        (after July 11, 2000, to:
                        2500 York Road
                        Jameson, Pennsylvania 18929)
                        Attn:  President

with a copy to:         DVI, Inc.
                        500 Hyde Park
                        Doylestown, Pennsylvania 18901
                         (after July 11, 2000, to:
                        2500 York Road
                        Jameson, Pennsylvania 18929)
                        Attn: Legal Department

     All such  communications  shall be deemed to have been given,  delivered or
made  when so  delivered  by hand or sent by telex  (answer  back  received)  or
facsimile, or five business days after being so mailed.

Section 4.4 Headings.

     The section and  paragraph  headings  contained in this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

Section 4.5 Litigation.

     THIS  AGREEMENT  SHALL BE GOVERNED BY,  CONSTRUED,  APPLIED AND ENFORCED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK.

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EACH OF THE  PARTIES  HERETO  ACKNOWLEDGES  AND AGREES  THAT IN THE EVENT OF ANY
BREACH OF THIS AGREEMENT,  THE NON-BREACHING  PARTY WOULD BE IRREPARABLY  HARMED
AND COULD NOT BE MADE WHOLE BY MONETARY  DAMAGES,  AND THAT,  IN ADDITION TO ANY
OTHER  REMEDY TO WHICH THEY MAY BE  ENTITLED  AT LAW OR IN EQUITY,  THE  PARTIES
SHALL BE ENTITLED TO SUCH EQUITABLE OR INJUNCTIVE  RELIEF AS MAY BE APPROPRIATE.
EACH PARTY  AGREES  THAT  JURISDICTION  AND VENUE WILL BE PROPER IN NEW YORK AND
WAIVES  ANY  OBJECTIONS  BASED  UPON FORUM NON  CONVENIENS.  EACH  PARTY  WAIVES
PERSONAL  SERVICE OF PROCESS AND AGREES THAT A SUMMONS AND COMPLAINT  COMMENCING
AN ACTION OR  PROCEEDING  SHALL BE  PROPERLY  SERVED AND SHALL  CONFER  PERSONAL
JURISDICTION  IF  SERVED BY  REGISTERED  OR  CERTIFIED  MAIL TO THE PARTY AT THE
ADDRESS SET FORTH IN THIS AGREEMENT, OR AS OTHERWISE PROVIDED BY THE LAWS OF THE
STATE OF NEW YORK OR THE  UNITED  STATES.  THE CHOICE OF FORUM SET FORTH IN THIS
SECTION  4.5 SHALL NOT BE DEEMED TO PRECLUDE  THE  ENFORCEMENT  OF ANY  JUDGMENT
OBTAINED IN ANY OTHER FORUM OR THE TAKING OF ANY ACTION UNDER THIS  AGREEMENT TO
ENFORCE SAME IN ANY OTHER APPROPRIATE JURISDICTION.

Section 4.6 No Strict Construction.

     The  language  used in this  Agreement  will be deemed  to be the  language
chosen by the parties  hereto to express  their  mutual  intent,  and no rule of
strict construction will be applied against any person.

Section 4.7 Counterparts.

     This Agreement may be executed in one or more  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.


     IN WITNESS  WHEREOF,  the parties hereto have caused this  instrument to be
duly executed as of the date first above written.


DVI FINANCIAL SERVICES, INC.                SCHICK TECHNOLOGIES, INC.

/s/ Gerald A. Hayes, Jr.                    /s/ David Schick
---------------------------------------     ------------------------------------
By:    GERALD A. HAYES, JR.                 By: David Schick
Title: VICE PRESIDENT                       Title: CEO
       CHIEF CREDIT OFFICER

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