Exhibit 10.1


AMENDMENT TO DISTRIBUTORSHIP
AGREEMENT***


This Amendment to Distributorship Agreement (the
“Amendment”) is made and entered into as of this 1st day of July, 2005. Patterson Companies, Inc., having
a business address of 1031 Mendota Heights Road, St. Paul, Minnesota 55120
(“Patterson”), and Schick Technologies, Inc., having a
business address of 30-00 47th Avenue, Long Island City, New York
11101 (“Schick”) (collectively, the “Parties”), hereby agree to amend the
Distributorship Agreement (the “Agreement”) entered into by and between the
Parties as of the 6th day of April, 2000, as follows:


RECITALS


WHEREAS, the Parties entered into the
Agreement as of April 6, 2000, and now wish to amend the Agreement in certain
respects and to otherwise affirm and ratify the terms of the Agreement; and


WHEREAS, the Parties desire that Patterson
shall continue to distribute Schick-branded dental products (the “Products”)
into the United States and Canadian markets (the “Territory”), in accordance
with the terms and conditions of the Agreement, as amended herein;


NOW,  THEREFORE,  it is mutually agreed
that the Agreement is hereby amended in the following respects:


1     Amendment
of Article 2 (Term).  The
Agreement is hereby renewed and the term thereof extended for a period of three
(3) years, commencing as of January 1, 2005 and ending on December 31, 2007
(the “initial renewal term”). Prior to the end of the second year of the
initial renewal term, the Parties will meet for the purpose of considering a
further extension of the term of the Agreement for an additional period of
three (3) years.


2     Amendment of Article 5 (Pricing). Schick agrees to continue to sell the
Products to Patterson at prices
which are consistent with the prices previously charged by Schick to Patterson
for such Products. For new products, the pricing shall be established in good
faith by mutual agreement of the parties annually.


3     Amendment of Article 14 (Return Policy). In the event that Schick
discontinues Patterson as an exclusive distributor
upon the terms and conditions set forth in the Agreement, Schick agrees to take
back from Patterson all new unopened inventory of Products in saleable
condition for credit at Patterson’s cost, provided such inventory is returned
to Schick within 60 days of Patterson’s receipt thereof. The amount of any such
credit (net of any amount owed to Schick by Patterson) shall be paid by Schick
to Patterson within thirty (30) days of Patterson’s request therefore. Other
than the foregoing, Patterson may not return any Products to Schick.


4     Amendment of Article 15 (Termination). In addition to the other grounds
for termination set forth in the
Agreement, Schick shall have the right to terminate the Agreement and/or
Patterson’s status as Schick’s exclusive distributor within the Territory, at
Schick’s sole discretion, upon 20-days written notice to Patterson (the “Notice
Period”) in the event that:


(i) Patterson fails to comply with the annual minimum
purchase quotas set forth herein, and does not cure such failure within the
Notice Period, or if Schick reasonably determines, based on the volume of
purchases made by Patterson during the year-to-date, that Patterson is not
likely to meet its annual minimum purchase quota, and Patterson does not cure
such shortfall within the Notice Period; or


(ii) Patterson designates more than one other dental
digital radiography manufacturer as a Patterson “Preferred Vendor 1” (or
similar category) or regardless of the title by which such category may be
labeled), and does not terminate such designation during the Notice Period.


5     Amendment of Article 18.1 (Annual Minimum Purchase Quota). An amended
minimum purchase quota for each
category of Product is set forth in Schedule II to this Amendment. It reflects
the minimum required wholesale purchases which must be made each year by
Patterson during the term of this Agreement. (All amounts 








*** Indicates the omission of confidential material pursuant to a
Request for Confidential Treatment made in accordance with Rule 24b-2 under the
Securities Exchange Act of 1934, as amended. The confidential material is being
filed separately with the Securities and Exchange Commission.









contained in Schedule II are
denominated in U.S. Dollars.) The minimum purchase amounts set forth in Schedule
II include equipment sales only; revenues generated from spare parts,
consumables and Patterson’s “service-club” are not included in Patterson’s
minimum quota. Any shortfall in achieving the minimum order quantities set
forth in Schedule II in either the U.S. or Canadian markets may be offset by
Patterson’s purchases for the other market. For the purpose of determining
whether Patterson’s contractual minimum purchase quotas have been met only the
North American total will apply.


The Parties will meet on a quarterly basis for the
purpose of evaluating, in good faith, whether the volume of purchases made by
Patterson hereunder, during the most recent quarter and year-to-date, is
consistent with, and likely to result in the satisfaction of, Patterson’s
annual minimum purchase quota. In addition, on a monthly basis, Patterson will
provide Schick with detailed information relating to its purchase of Products
from Schick including, without limitation, the sales targets and results for
each of Patterson’s branch offices for that month; a schedule of Patterson’s
sales, for that month, for each product sold by Patterson that falls within any
of Schick’s Product categories; and any other materials reasonably necessary
for Schick to ascertain whether Patterson is “on target” to meet its annual
purchase quotas hereunder.


6     Amendment of Schedule I (Products). An amended list of
“Products” is set forth in Schedule I to this
Amendment.


7     Preferred Vendor Designation. In recognition of the significant
investment made by Schick in the
development of its products and in its strategic relationship with Patterson,
within thirty days following the execution of this Amendment, Schick, together
with all of the Products, shall be designated as a Patterson “Preferred Vendor
1.” During the term of the Agreement, and any extension thereof, Patterson
shall designate no more than one other dental digital radiography manufacturer
as a Patterson “Preferred Vendor 1” (or similar category regardless of the
title by which such category may be labeled).


8     Ratification. In all other respects the Agreement is ratified and
affirmed in its
entirety by the Parties.









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




	
   

  	
   

  	
   

  
	
   

  	
  PATTERSON
  COMPANIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Scott Kabbes 

  
	
   

  	
   

  	
  


  
	
   

  	
  Its

  	
  President

  
	
   

  	
  Dated June 21, 2005

  
	
   

  	
   

  	
   

  
	
   

  	
  SCHICK
  TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Jeffrey T. Slovin

  
	
   

  	
   

  	
  


  
	
   

  	
  Its

  	
  President and Chief Executive Officer

  
	
   

  	
  Dated July 1, 2005

  

















SCHEDULE I


Products


	
   

  	
   

  
	
  1.

  	
  Schick CDR® intra-oral x-ray system

  
	
  2.

  	
  Schick CDR wireless intra-oral
  x-ray system

  
	
  3.

  	
  Schick CDR single user software

  
	
  4.

  	
  Schick CDR multi user software

  
	
  5.

  	
  Schick CDR Pan

  
	
  6.

  	
  Schick CDRPanX

  
	
  7.

  	
  Schick SDX

  
	
  8.

  	
  Schick USBCam

  
	
  9.

  	
  Related Schick Accessories

  











SCHEDULE II


Minimum
Purchase Quota


	
 

  	
   

  
	
  Time Period

  	
  Minimum
  Required Wholesale Purchases (in U.S. $)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Year I

  	
  Jan. 1, 2005-

  	
  ***

  
	
   

  	
  Dec. 31, 2005

  	
   

  
	
   

  	
   

  	
   

  
	
  Year II

  	
  Jan. 1, 2006-

  	
  ***

  
	
   

  	
  Dec. 31, 2006

  	
   

  
	
   

  	
   

  	
   

  
	
  Year III

  	
  Jan. 1, 2007-

  	
  ***

  
	
   

  	
  Dec. 31, 2007

  	
   

  





	
   

  	
   

  
	
   

  	
  The minimum purchase quotas for Years I through III
  above may be satisfied only through Patterson’s purchase of the following
  Schick Products: ***.

  
	
   

  	
   

  
	
   

  	
  ***