SECURITY AGREEMENT

     THIS SECURITY AGREEMENT ("Agreement") is executed this 25th day of January,
1999, by SCHICK TECHNOLOGIES,  INC., a New York corporation (the "Obligor"),  in
favor of DVI AFFILIATED  CAPITAL, a division 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" and
     "proceeds" shall have the meanings given such terms in the Code.

          1.2  "Approved  Application"  shall mean the  aggregate  pending lease
     applications  of Obligor credit  approved by Lender that comply with all of
     the following  conditions:  (a) all required  documents for such lease have
     been  prepared  in form and  content  acceptable  to Lender,  signed by all
     parties and returned to Lender,  and (b) Lender's  purchase  order has been
     issued.  Lender, in its sole and absolute discretion,  at any time and from
     time to time, by written  notice to Obliger,  may suspend the  restrictions
     imposed by this Section.

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

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

          1.5 "Collateral" shall mean the following:  (a) all existing and after
     acquired  accounts,  chattel paper,  documents,  general  intangibles,  and
     contract  rights of Obligor and all  proceeds  thereof,  including  without
     limitation,  and all general ledger sheets, tiles, 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 the Obligor or any  service  bureau;  and (b) all  Obligor's
     present and future inventory and equipment subject to Approved Applications
     (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 Obliger and all products and
     proceeds of any of the foregoing.

          l.6 "DVI Indebtedness"  shall mean all obligations and indebtedness of
     Obliger to Lender,  whether now or hereafter  owing or existing,  under the
     Loan Documents.

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


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          1.8  "Loan  Documents"  shall  mean  that  certain  Note of even  date
     herewith  given by Obligor to Lender in the  original  principal  amount of
     Five  Million  Dollars  ($5,000,000.00)  (the  "Note") and all  agreements,
     documents  and  instruments,  all  agreements,  documents  and  instruments
     collateral thereto, together with all amendments, replacements,  increases,
     renewals  and  modifications   thereof  or  thereto,   including,   without
     limitation, this Agreement.

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

          5.2 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.

          5.3  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  5.3
     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.


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<PAGE>


          5.4 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 does not
     know of any proposed  additional  assessment or basis for any assessment of
     additional taxes.

          5.5 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 the 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.

          5.6 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  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 in the ordinary  course for fair
     consideration.

          6.2 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.

          6.3 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.

          6.4 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


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<PAGE>


     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 nay 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.

     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.

          6.5 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 Leader 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.


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<PAGE>


          6.6 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.

          6.7 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.

          6.8  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
     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.

          6.9 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 one or more of the following
events shall constitute an event of default hereunder:

          7.1 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;

          7.2 The failure of Obligor to duly perform or observe any  obligation,
     covenant or agreement on its part contained herein;

          7.3 All or any part of the Collateral 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;

          7.4 Any  representation  or  warranty of Obligor  contained  herein is
     discovered  to  be  untrue  in  any  material  respect  or  any  statement,
     certificate or data furnished by Obligor  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;


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<PAGE>


          7.5 A  material  and  adverse  change  occurs  in  the  value  of  the
     Collateral;

          7.6 Any material  uninsured  damage to, or loss, theft, or destruction
     of any of the Collateral occurs;

          7.7 The  adjudication  of Obligor as a bankrupt or  insolvent,  or the
     entry of an Order  for  Relief  against  Obligor  or the  entry of an order
     appointing  a receiver  or trustee  for  Obligor 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;

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

          7.9  The  Collateral  or the  prospects  of the  payment  of the  Bank
     Indebtedness  is  jeopardized  or impaired as  determined by Lender in good
     faith.

     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 tangible
     assets and make such assets available to Lender at a place to be designated
     by Lender.


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<PAGE>


     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 on
demand all costs and expenses of Lender, including without limitation:

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


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<PAGE>


     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  attorneys  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 or 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
or division or department  for attention)  shall have been  designated by notice
given by one party to the other:

     To Obligor:

           Schick Technologies, Inc.
           31-00 47th Avenue
           Long lsland City, NY 11101


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<PAGE>


           Attention: President
           Telecopy No.: 718-937-5962

     To Lender:

           DVI Affiliated Capital
           707 Skokie Boulevard
           Northbrook, IL 60062
           Attention: Chief Operating Officer
           Telecopy No.: 847-564-2965

     With a copy to:

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

     12. LIMITATION ON LIABILITY. Obligor shall be responsible for and Lender is
hereby released from any claim or liability in connection with:

          12.1 Safekeeping any Collateral;

          12.2 Any loss or damage to any Collateral;

          12.3 Any diminution in value of the Collateral; or

          12.4 Any act or default of another person or entity.

     Lender  shall  only  be  liable  for  any  act  or  omission  on  its  pert
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.

     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, 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,


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<PAGE>


     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
     nonpayment, 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 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


                                       10
<PAGE>


     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
     document  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 TRIAL BY JURY.


                                       11
<PAGE>


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

                                                     SCHICK TECHNOLOGIES, INC.

                                                     By:/s/ David Schick
                                                        ------------------------
                                                     Name:  David Schick
                                                          ----------------------
                                                     Title: President and C.E.O.
                                                           ---------------------

     Lender hereby joins in this Agreement for the sole purpose of ratifying and
confirming its consent to the provisions contained in Section l5.11 above.

                                                     DVI FINANCIAL SERVICES INC.

                                                     By:________________________
                                                     Name:______________________
                                                     Tide:______________________


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