AMENDED AND RESTATED
                             SECURED PROMISSORY NOTE
                            (DVI CONTRACT NO.______)
$6,222,415.93                                           Doylestown, Pennsylvania
                                                                   July 30, 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  principal sum of SIX MILLION TWO HUNDRED  TWENTY-TWO  THOUSAND
FOUR HUNDRED FIFTEEN DOLLARS AND NINETY-THREE  CENTS  ($6,222,415.93),  together
with interest thereon upon the following terms:

     1. Collateral. This Note is secured by (a) certain Security Agreement dated
January  25,  1999,  given by Borrower  to Lender,  and (b)  certain  Collateral
Assignment of Patents, Trademarks,  Copyrights, Licenses and Trade Secrets dated
July  30,  1999,  between  Borrower  and  Lender  (the  Security  Agreement  the
Collateral  Assignment,  this  Note and all  other  documents,  instruments  and
agreements   collateral  thereto,   as  the  same  may  be  modified,   amended,
supplemented  and/or  replaced from time to time, 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
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). 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. 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
ten (10) days,  in addition to paying such sums,  Borrower  will pay to Lender a
late charge equal to five percent (5%), of such past due payment as compensation
for the expenses incident to such past due payment.

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


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<PAGE>


     (a) Monthly  Interest  Payments.  On the first day of each calendar  month,
Borrower  will pay to the Lender  accrued  interest,  in arrears,  commencing on
September 1, 1999.

     (b) Quarterly Principal Payments. On the last day of each calendar quarter,
Borrower will pay the  principal  balance of this Note in an amount equal to One
Million Dollars ($1,000,000.00) per quarter, commencing on December 31, 1999. In
any  event  all  amounts  due  hereunder,  including,  without  limitation,  all
principal,  accrued  interest,  fees and costs shall be due in full on March 3l,
2001.

     (c) Additional Principal Payments. In addition to the payments set forth in
Sections  7(a) and (b),  Borrower  will also pay to Lender  within ten (10) days
after the end of any calendar  quarter,  commencing  with the  calendar  quarter
ending  December 31, 1999, an amount equal to (a)  twenty-five  percent (25%) of
the proceeds  (after  deduction for reasonable and customary  costs and expenses
associated  with  the  applicable  transaction(s))  for any  capital  raised  by
Borrower  (including any equity or subordinated debt) or assets sold by Borrower
(other than the sale of inventory in the ordinary course of Borrowers  business)
during the calendar  quarter just ended,  minus (b) the payment made by Borrower
to Lender for such calendar quarter pursuant to Section 7(b) hereof.

     (d) Resolution of Disputed  Returns.  Any amounts received by Lender from a
customer  of Borrower on account of a disputed  return of  Borrower's  equipment
sold to such  customer  by  Borrower  and  financed by Lender will be applied by
Lender  against  the  principal  payments  due  hereunder,  in inverse  order of
maturity,  provided, that the amount of final disputed return is included in the
principal amount of this Note.

     8. 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.

     9. 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.

     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 five (5) days  from  and  including  the date  such
payment is first due;


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<PAGE>


     (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 10 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 perform in any  material  respect 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 wilt 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  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  voluntary  or  involuntarily   dissolves  or  is  dissolved,
liquidates or is liquidated;

     (j) A material and adverse  change  occurs in any of Borrowers  operations,
management or financial condition; or

     (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.


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<PAGE>


     11. 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.

     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 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  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 Strategic Partner Group
           707 Skokie Boulevard
           Northbrook, IL 60062
           Attention:   Chief Operating Officer
           Telecopier No.: 847-564-2965


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<PAGE>


     With a copy to:

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

     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 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.


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<PAGE>


     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 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 amends and restates, but does not repay
or satisfy,  Borrower's  obligations under that certain Secured  Promissory Note
(DVI Contract No. 1969-001), as amended an Allonge dated March __, 1999.

     25.  CONFESSION OF JUDGMENT.  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 BORROWER AT ANY TIME AFTER THE  OCCURRENCE  OF AN
EVENT OF DEFAULT UNDER THE LOAN AGREEMENT 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


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<PAGE>


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 AUTHOR1TY GRANTED HEREIN TO CONFESS JUDGMENT SHALL NOT
BE EXHAUSTED BY ANY EXERCISE THEREOF HUT SHALL CONTINUE FROM TIME TO TIME AND AT
ALL TIMES  UNTIL  PAYMENT IN FULL OF ALL THE  AMOUNTS  DUE  HEREUNDER.  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
HEARD PRIOR TO THE ENTRY OF SUCH JUDGMENT AND UNDERSTANDS THAT, UPON SUCH ENTRY,
SUCH JUDGMENT SHALL BECOME A LIEN ON ALL REAL PROPERTY OF 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 BORROWER.

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

                                                     SCHICK TECHNOLOGIES, INC.

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

                                                     DVI FINANCIAL SERVICES,INC.

                                                     By: /s/ Richard E. Miller
                                                        ------------------------
                                                     Name:   Richard E. Miller
                                                          ----------------------
                                                     Title:  President
                                                           ---------------------


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