SECOND
                              AMENDED AND RESTATED
                             SECURED PROMISSORY NOTE
                       (DVI CONTRACT NO. 003-9805633-704)

$5,000,000.00                                           Doylestown, Pennsylvania
                                                                  March 15, 2000

     FOR VALUE  RECEIVED AND  INTENDING  TO BE LEGALLY  BOUND,  the  undersigned
(individually  and  collectively,  the "Borrower")  hereby jointly and severally
promise  to pay to the  order of DVI  FINANCIAL  SERVICES  INC.  ("Lender")  the
principal sum of FIVE MILLION  DOLLARS  ($5,000,000.00),  together with interest
thereon upon the following terms:

     1.  Collateral.  This Note is secured,  inter alia,  by the  following  (a)
Amended  and  Restated  Security   Agreement  of  even  date,  given  by  Schick
Technologies,  Inc., a New York corporation to Lender, (b) Security Agreement of
even date, given by Schick Technologies, Inc., a Delaware corporation to Lender,
and (c) Collateral Assignment of Patents, Trademarks,  Copyrights,  Licenses and
Trade Secrets dated July 30, 1999, between Schick Technologies, Inc., a Delaware
corporation and Lender (the Security Agreements, the Collateral Assignment, this
Note and all other documents, instruments and agreements collateral to this Note
or any of the  foregoing,  as the same may be  modified,  amended,  supplemented
and/or  replaced from time to time, are  collectively  referred to herein as the
"Loan Documents").  The term "Collateral" as used herein shall mean all real and
personal  property of Borrower,  or either of them,  pledged to Lender under the
Loan Documents as security for Borrower's obligations hereunder.

     2. Interest  Rate.  Interest on the unpaid  principal  balance  hereof will
accrue from the date of advance until final payment thereof at the rate equal to
two and one-half  percent (2 1/2%) per annum over the Prime Rate (such  interest
rate to  change  immediately  upon any  change  in the  Prime  Rate);  provided,
however,  that if any payment due to Lender  hereunder is past due for more than
sixty  (60)  days,  interest  on  the  unpaid  principal  balance  hereof  shall
thereafter  accrue  until  final  payment  thereof at the rate equal to five and
one-half  percent (5 1/2%) per annum over the Prime Rate (such  interest rate to
change  immediately  upon any change in the Prime  Rate).  For  purposes of this
Note,  "Prime  Rate" shall mean the prime rate as  published  in The Wall Street
Journal.

     3. Default  Interest.  Interest  will accrue on the  outstanding  principal
amount  hereof  following  the  occurrence  of an Event of Default  until  final
payment  thereof at the rate of eighteen  percent  (18%) per annum (the "Default
Rate").

     4. Late  Charge.  In the event that  Borrower  fails to pay any  principal,
interest or other fees or expenses  payable  hereunder  for a period of at least
five (5) days,  in addition to paying such sums,  Borrower  will pay to Lender a
one-time  late charge (for each such past due  payment)  equal to the greater of
(a) five  percent  (5%),  of such past due  payment,  or (b) the  product of (i)
fifteen (15) basis points,  times (ii) the then  outstanding  principal  balance
hereof, as compensation for the expenses incident to such past due payment.

     5. Post Judgment Interest.  Any judgment obtained for sums due hereunder or
under


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<PAGE>


the Loan Documents will accrue interest at the Default Rate until paid.

     6.  Computation.  Interest will be computed on the basis of a year of three
hundred sixty (360) days comprised of twelve (12) 30-day months and paid for the
actual number of days elapsed.

     7.  Principal and Interest  Payments.  The principal of this Note,  and the
interest accrued thereon, are due and payable as follows:

          (a) Monthly Interest  Payments.  On the fifteenth day of each calendar
     month  during  the  first  twelve  (12)  months  of the term of this  Note,
     Borrower will pay to the Lender accrued interest at the applicable rate, in
     arrears, commencing on April 15, 2000.

          (b) Monthly  Principal  and Interest  Payments.  Commencing  April 15,
     2001,  and  continuing on the fifteenth  (15th) day of each calendar  month
     thereafter,  Borrower will pay to Lender the principal of this Note and the
     interest accrued thereon as follows: (i) on each of April 15, 2001, and May
     15, 2001, the sum of Sixty Three Thousand Dollars  ($63,000.00),  then (ii)
     on each of June 15,  2001,  and July 15, 2001,  the sum of Eighty  Thousand
     Dollars  $80,000.00),  then (iii) on each of August 15, 2001, and September
     15, 2001, the sum of Ninety-Seven Thousand Dollars ($97,000.00),  then (iv)
     forty-two (42) equal and consecutive monthly payments each in the amount of
     One Hundred  Fourteen  Thousand  Seven Hundred  Twenty  Dollars and Seventy
     Cents ($114,720.70),  commencing on October 15, 2001, and continuing on the
     fifteenth (15th ) day of each month thereafter,  then (v) one final payment
     due April 15,  2005,  in an amount  equal to the then  remaining  principal
     balance  hereof,  plus all accrued and unpaid  interest due thereon and all
     costs,  fees and  expenses  due  hereunder  or under any of the other  Loan
     Documents.

     8. Place of Payment.  Principal and interest  hereunder shall be payable to
Lender at 500 Hyde Park, Doylestown,  Pennsylvania 18901, or at such other place
as Lender, from time to time, may designate in writing.

     9. Financial Reporting Requirements.

          (a) Periodic  Report.  On an on-going basis,  Borrower will deliver to
     Lender such periodic annual financial statements  (including balance sheet,
     income  statements  and  statements  of cash flow) as  requested by Lender,
     including,  without limitation,  a forecast, in substantially the same form
     and content as the Fiscal 2000-2001  Forecast,  Statement of Operations and
     Cash  Flow  (the  "Basic  Forecast")  prepared  by  Greystone  & Co.,  Inc.
     Notwithstanding the foregoing,  the forecast for each following fiscal year
     of  Borrower  will be  delivered  to Lender  not later than sixty (60) days
     prior to the beginning of each such fiscal year.

          (b) Cash  Flow  Reports.  Within  thirty  (30) days of the end of each
     fiscal quarter of Borrower, Borrower will deliver to Lender the following:

               (i) A Cash Flow  Statement  for the  fiscal  quarter  just  ended
          showing  Borrower's  cash flow  position as of the end of such quarter
          based on actual operating results (as calculated in the same manner as
          shown on the Base Forecast) (the "Actual Cash Flow"), and


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<PAGE>

               (ii) A  payment  equal to  fifty  percent  (50%) of the  positive
          Actual  Cash Flow for the fiscal  quarter  just  ended,  which will be
          applied  against  the  payments  due  hereunder  in  inverse  order of
          maturity.

     10. Events of Default.  The  occurrence of any one or more of the following
events shall constitute an Event or Events of Default hereunder:

          (a) The failure of Borrower to pay any amount of principal or interest
     on this Note, or any fee or other sums payable  hereunder,  or under any of
     the other Loan Documents or the date on which such payment is due,  whether
     on demand, at the stated maturity or due date thereof,  or by reason of any
     requirement  for the prepayment  thereof,  by acceleration or otherwise and
     such failure  continues  unremedied  for a period of fifteen (15) days from
     and including the date such payment is first due;

          (b) The failure of Borrower to duly perform or observe any obligation,
     covenant or  agreement  on its part  contained  herein or in any other Loan
     Document not otherwise specifically  constituting an Event of Default under
     this  Section  10 and such  failure  continues  unremedied  for a period of
     fifteen (15) days after notice from Lender to Borrower of the  existence of
     such failure;

          (c) The failure of Borrower to perform or pay any other  obligation to
     Lender or any  affiliate  of Lender  under any other  agreement  or note or
     otherwise  arising,  whether or not  related to this  Agreement,  after the
     expiration of any notice and/or grace periods permitted in such documents;

          (d) The  adjudication  of Borrower as a bankrupt or insolvent,  or the
     entry of an order  for  relief  against  Borrower  or the entry of an order
     appointing  a receiver  or trustee for  Borrower of any of its  property or
     approving a petition seeking  reorganization  or other similar relief under
     the  bankruptcy  or other similar laws of the United States or any state or
     any other competent jurisdiction;

          (e) A proceeding under any bankruptcy, reorganization,  arrangement of
     debt,  insolvency,  readjustment of debt or receivership law is filed by or
     (unless dismissed or stayed within 60 days) against  Borrower,  or Borrower
     makes an  assignment  for the benefit of creditors,  or Borrower  takes any
     action to authorize any of the foregoing;

          (f)  All or any  material  part of the  Collateral  or the  assets  of
     Borrower are attached,  seized, subjected to a writ or distress warrant, or
     levied  upon,  or come within the  possession  or control of any  receiver,
     trustee, custodian or assignee for the benefit of creditors;

          (g) The entry of a final  judgment  for the payment of money in excess
     of Fifty Thousand Dollars  ($50,000.00),  individually or in the aggregate,
     against  Borrower which,  within fifteen (15) days after such entry,  shall
     not have been  discharged or execution  thereof  stayed  pending  appeal or
     shall not have been discharged within five (5) days after the expiration of
     any such stay;


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<PAGE>

          (h) Any  representation  or  warranty  of  Borrower in any of the Loan
     Documents  is  discovered  to be  untrue  in any  material  respect  or any
     statement,  certificate  or data  furnished  by Borrower  or any  Guarantor
     pursuant  hereto is discovered  to be untrue in any material  respect as of
     the date as of which the facts therein set forth are stated or certified;

          (i) Borrower  voluntarily or involuntarily  dissolves or is dissolved,
     liquidates or is liquidated;

          (j) A  material  and  adverse  change  occurs  in  any  of  Borrower's
     operations,   management  or  financial  condition  or  the  value  of  the
     Collateral;

          (k) The validity or  enforceability  of this Note,  or any of the Loan
     Documents, is contested by the Borrower, or David Schick or Borrower denies
     that Borrower has any or any further  liability or obligation  hereunder or
     thereunder;

          (l) The failure of Greystone Funding Corporation ("Greystone") to duly
     perform  or observe  any  obligation,  covenant  or  agreement  on its part
     contained in that certain Lien  Subordination and  Intercreditor  Agreement
     dated as of March 15, 2000, by and between  Greystone and Lender (the "Lien
     Agreement"); or

          (m) The  occurrence of an Event of Default as defined in the Greystone
     Loan Documents (as defined in Lien Agreement).

     11. Default;  Remedies. Upon the occurrence of an Event of Default, Lender,
at its option and without  further notice to Borrower,  may declare  immediately
due and payable the entire unpaid balance of principal and all other sums due by
Borrower  hereunder and under the other Loan  Documents,  together with interest
accrued  thereon at the applicable rate specified above to the date of the Event
of Default and thereafter at the Default Rate.  Payment  thereof may be enforced
and  recovered  in whole or in part at any time and from  time to time by one or
more of the remedies provided to Lender in this Note or in the Loan Documents or
as otherwise  provided at law or in equity, all of which remedies are cumulative
and concurrent.

     12.  Waivers.  Borrower and all endorsers  hereby,  jointly and  severally,
waive presentment for payment, demand, notice of demand, notice of nonpayment or
dishonor,  protest and notice of protest of this Note,  and all other notices in
connection with the delivery, acceptance, performance, default or enforcement of
the payment of this Note.

     13. Miscellaneous.  If any provisions of this Note shall be held invalid or
unenforceable,  such invalidity or  unenforceability  shall not affect any other
provision  hereof.  This Note has been delivered in and shall be governed by and
construed  in  accordance  with the  laws of the  Commonwealth  of  Pennsylvania
without regard to the law of conflicts. This Note shall be binding upon Borrower
and upon  Borrower's  successors  and assigns and shall  benefit  Lender and its
successors and assigns. The prompt and faithful performance of all of Borrower's
obligations hereunder,  including without limitation, time of payment, is of the
essence of this Note.

     14. Notices.  All notices,  requests and other communications made or given
in


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connection  with this Note 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 charges prepaid,  addressed as follows, until some
other address (or individual or division,  department for attention)  shall have
been designated by notice given by one party to the other:

     To Borrower:

                  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

     15.   Submission  to   Jurisdiction.   Borrower   hereby  consents  to  the
jurisdiction  of any state or federal court located within the  Commonwealth  of
Pennsylvania,  and irrevocably agrees that,  subject to Lender's  election,  any
actions  or  proceedings  relating  to the Loan  Documents  or the  transactions
contemplated  hereunder may be litigated in such courts, and Borrower waives any
objection  which it may have based on lack of  personal  jurisdiction,  improper
venue or forum non conveniens to the conduct of any proceeding in any such court
and waives  personal  service of any


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<PAGE>

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 14.
Nothing  contained  in this Section 15 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 Borrower or its property in the courts
of any other jurisdiction.

     16. Fees, Costs and Expenses.  Borrower shall pay upon demand all costs and
expenses  incurred  by Lender in  connection  with the  enforcement  of the Loan
Documents  and  the  DVI  Indebtedness,   including,   without  limitation,  all
reasonable legal fees and costs.

     17.  Limitation  of Interest to Maximum  Lawful Rate. In no event shall the
rate of interest payable hereunder exceed the maximum rate of interest permitted
to be  charged by  applicable  law  (including  the choice of law rules) and any
interest  paid in excess of the  permitted  rate shall be refunded to  Borrower.
Such refund shall be made by  application  of the  excessive  amount of interest
paid against any sums  outstanding  and shall be applied in such order as Lender
may  determine.  If the  excessive  amount of  interest  paid  exceeds  the sums
outstanding,  the portion  exceeding the said sums outstanding shall be refunded
in cash by  Lender.  Any such  crediting  or refund  shall not cure or waive any
default by Borrower  hereunder.  Borrower agrees,  however,  that in determining
whether or not any  interest  payable  under this Note  exceeds the highest rate
permitted by law, any non-principal payment, including, without limitation, late
charges,  loan fees and expenses are and shall be deemed to the extent permitted
by law to be  late  charges,  loan  fees or  expenses,  as  applicable,  and not
interest.

     18. Law Governing.  This Note 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).

     19.  Assignment or Sale by Lender.  Lender may sell,  assign or participate
all or a portion of its  interest in this Note and/or any of the Loan  Documents
and in connection  therewith may make  available to any  prospective  purchaser,
assignee  or  participant  any  information  relative  to  Borrower  and/or  any
Guarantor in its possession.

     20. No  Assignment  by Borrower.  Borrower may not assign any of its rights
hereunder  without the prior written consent of Lender,  and Lender shall not be
required to lend hereunder except to Borrower as it presently exists.

     21. Binding Effect. This Note 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.

     22.  Modifications.  No  modification  of  this  Note  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.

     23. JURY TRIAL WAIVER. BORROWER AND LENDER WAIVE ANY RIGHT TO TRIAL BY JURY
ON ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION (a)  ARISING  UNDER ANY OF THE
LOAN  DOCUMENTS OR (b) IN ANY


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WAY  CONNECTED  WITH OR RELATED OR  INCIDENTAL  TO THE  DEALINGS  OF BORROWER OR
LENDER WITH  RESPECT TO ANY OF THE LOAN  DOCUMENTS OR THE  TRANSACTIONS  RELATED
HERETO  OR  THERETO,  IN EACH  CASE  WHETHER  SOUNDING  IN  CONTRACT  OR TORT OR
OTHERWISE.  BORROWER 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 THE LOAN DOCUMENTS MAY FILE AN ORIGINAL  COUNTERPART OR A COPY
OF THIS  SECTION  WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF BORROWER
AND LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. BORROWER  ACKNOWLEDGES
THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL  REGARDING THIS SECTION,
THAT IT FULLY UNDERSTANDS ITS TERMS, CONTENT AND EFFECT, AND THAT IT VOLUNTARILY
AND KNOWINGLY AGREES TO THE TERMS OF THIS SECTION.

     24. Effect of Amendment.  This Note, together with that certain Amended and
Restated Secured Promissory Note of even date given by Borrower to Lender in the
original  principal amount of One Million Five Hundred  Ninety-Six  Thousand One
Hundred Eighty-Nine Dollars  ($1,596,189.00),  amends and restates, but does not
repay or satisfy, Borrower's obligations under that certain Amended and Restated
Secured   Promissory   Note   dated   July   30,   1999,   (DVI   Contract   No.
003-9805633-70__).

     25.  CONFESSION OF JUDGMENT.  EACH BORROWER HEREBY  AUTHORIZES AND EMPOWERS
ANY ATTORNEY OR THE  PROTHONOTARY  OR CLERK OF ANY COURT IN THE  COMMONWEALTH OF
PENNSYLVANIA,  OR IN ANY OTHER  JURISDICTION WHICH PERMITS THE ENTRY OF JUDGMENT
BY  CONFESSION,  TO APPEAR FOR THAT BORROWER AT ANY TIME AFTER THE OCCURRENCE OF
AN EVENT OF DEFAULT  HEREUNDER IN ANY ACTION  BROUGHT  AGAINST  BORROWER ON THIS
NOTE OR THE LOAN DOCUMENTS AT THE SUIT OF LENDER,  WITH OR WITHOUT  COMPLAINT OR
DECLARATION  FILED,  WITHOUT  STAY OF  EXECUTION,  AS OF ANY TERM OR  TIME,  AND
THEREIN TO CONFESS OR ENTER  JUDGMENT  AGAINST  BORROWER  FOR THE ENTIRE  UNPAID
OUTSTANDING  PRINCIPAL  AMOUNT  OF THIS  NOTE AND ALL  OTHER  SUMS TO BE PAID BY
BORROWER TO OR ON BEHALF OF LENDER  PURSUANT TO THE TERMS  HEREOF OR OF THE LOAN
DOCUMENTS AND ALL  ARREARAGES OF INTEREST  THEREON,  TOGETHER WITH ALL COSTS AND
OTHER EXPENSES AND AN ATTORNEY'S  COLLECTION  COMMISSION OF FIVE PERCENT (5%) OF
THE AGGREGATE AMOUNT OF THE FOREGOING SUMS, BUT IN NO EVENT LESS THAN $5,000.00;
AND FOR SO DOING THIS NOTE OR A COPY  HEREOF  VERIFIED BY  AFFIDAVIT  SHALL BE A
SUFFICIENT  WARRANT.  THE AUTHORITY GRANTED HEREIN TO CONFESS JUDGMENT SHALL NOT
BE EXHAUSTED BY ANY EXERCISE THEREOF BUT SHALL CONTINUE FROM TIME TO TIME AND AT
ALL TIMES UNTIL PAYMENT IN FULL OF ALL THE AMOUNTS DUE HEREUNDER.  EACH BORROWER
ACKNOWLEDGES  THAT IT HAS BEEN  REPRESENTED  BY COUNSEL IN  CONNECTION  WITH THE
EXECUTION AND DELIVERY OF THIS NOTE AND THAT IT KNOWINGLY WAIVES ITS RIGHT TO BE


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<PAGE>

HEARD PRIOR TO THE ENTRY OF SUCH JUDGMENT AND UNDERSTANDS THAT, UPON SUCH ENTRY,
SUCH  JUDGMENT  SHALL  BECOME A LIEN ON ALL REAL AND  PERSONAL  PROPERTY OF THAT
BORROWER IN THE COUNTY  WHERE SUCH  JUDGMENT IS ENTERED AND THAT  EXECUTION  MAY
IMMEDIATELY BE ISSUED ON THE JUDGMENT TO GARNISH, LEVY ON OR ATTACH ANY PERSONAL
PROPERTY OF THAT BORROWER.

     26. Nature of Obligations. The obligations of each Borrower under this Note
are joint and  several.  Lender may proceed  against any Borrower for the entire
amount due hereunder,  and each Borrower  waives any right it may have to compel
Lender to proceed against any other Borrower or any of the Collateral.

     IN WITNESS  WHEREOF,  Borrower,  intending to be legally bound hereby,  has
caused this Note to be duly executed the day and year first above written.

                               SCHICK TECHNOLOGIES, INC., a New York Corporation

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

                               SCHICK TECHNOLOGIES, INC., a Delaware Corporation

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

                               DVI FINANCIAL SERVICES INC.

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