SECURED PROMISSORY NOTE
$5,000,000.00                                           Doylestown, Pennsylvania
                                                                January 25, 1999

     FOR VALUE  RECEIVED AND  INTENDING  TO BE LEGALLY  BOUND,  the  undersigned
("Borrower")  hereby promises to pay to the order of DVI FINANCIAL SERVICES INC.
("Lender"),  the  principa1 sum of FIVE MILLION  ($5,000,000.00),  together with
interest thereon upon the following terms:

     1. Collateral. This Note is secured by a certain Security Agreement of even
date herewith  given by Borrower to Lender (such security  agreement,  this Note
and all other  documents,  instruments  and  agreements  collateral  thereto are
collectively referred to herein as the "Loan Documents").

     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
one-half  of one percent  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 paid at a
rate of eighteen percent (18%) per annum (the "Default Rate").

     4. Post Judgment Interest.  Any judgment obtained for sums due hereunder or
under the Loan Documents will accrue interest at the Default Rate until paid.

     5.  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.

     6. Principal and Interest Payments.  Principal and accrued interest thereon
is due and payable as follows:

          (a)  Interest  Only.   Borrower  will  pay  accrued  interest  monthly
     commencing  on  February  1, 1999 and  continuing  on the first day of each
     month thereafter:

          (b)  Principal  and  Interest.  All  principal  and accrued and unpaid
     interest  due hereon shall be due and payable in full on the earlier of (i)
     April 30, 1999, or (ii) the date on which the pending financing transaction
     with Chase Manhattan Bank, N.A. or any of its affiliates is closed.

     7. Place of Payment.  Principal and interest  hereunder shall be payable as
provided in the Loan Agreement,  or at such other place as Lender,  from time to
time, may designate in writing.


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     8. Financial  Reporting  Requirements.  In addition to the requirements set
forth  hereinabove,  Borrower  shall keep proper  books of record and account in
which full and true entries will be made of all dealings or  transactions  of or
in  relationship  to the  business  and affairs of Borrower in  accordance  with
generally accepted accounting  principles  consistently  applied.  Borrower will
furnish Lender as soon as available and in any event within forty-five (45) days
after the end of each quarter,  current  balance sheets and statements of income
and retained  earnings,  and such other  information  reporting the condition or
operations,  financial or  otherwise,  of the Borrower as Lender may  reasonably
request.

     9. 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 five (5) days after the
     date such payment is first due;

          (b) The failure of Borrower to duly perform or observe in any material
     respect 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 9 and such failure continues unremedied
     for a period of ten (10) days after  notice  from Lender to Borrower of the
     existence of such failure;

          (c) The failure of Borrower to pay or perform in any material  respect
     any other material  obligation to 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


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     ten (10) 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;

          (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;

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

     10. Default Remedies. Upon the occurrence of an Event of Default Lender, at
its option and  without  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.

     11.  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.

     12. 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 Borrowers
obligations hereunder,  including without limitation, time of payment, is of the
essence of this Note.

     13. Notices.  All notices,  requests and other communications made or given
in 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  or division  or  department  to whose  attention
notices to a party are to be addressed,  or by private carrier, or registered or
certified  mail,  return  receipt  requested,  or by telecopy  with the original
forwarded by first-class mail, in all cases, with charges prepaid,  addressed as
follows, until some other address (or


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individual or division or 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 Affiliated Capital
           707 Skokie Boulevard
           Northbrook, IL 60062
           Attention: Chief Operating Officer
           Telecopier No.: 847-564-2965

     With a copy to:

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

     14.   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 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 13.  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
Borrower or its property in the courts of any other jurisdiction.

     15. 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.

     16.  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


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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.

     17. 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).

     18.  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.

     19. 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.

     20. 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.

     21.  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.

     22. 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 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  BELATED  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


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THIS SECTION.

     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.

                                                     By:________________________
                                                     Name:______________________
                                                     Title:_____________________


                                                     DVI FINANCIAL SERVICES INC.

                                                     By:________________________
                                                     Name:______________________
                                                     Title:_____________________









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