SCHICK TECHNOLOGIES INC
SC 13D, 2000-01-06
X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                SCHEDULE 13D
                               (RULE 13D-101)

                 UNDER THE SECURITIES EXCHANGE ACT OF 1934


                         SCHICK TECHNOLOGIES, INC.
- ----------------------------------------------------------------------------
                              (NAME OF ISSUER)


                  COMMON STOCK, PAR VALUE $0.01 PER SHARE
- ----------------------------------------------------------------------------
                       (TITLE OF CLASS OF SECURITIES)


                                 806683108
- ----------------------------------------------------------------------------
                               (CUSIP NUMBER)



                             MICHAEL LEHR, ESQ.
                             GREENBERG TRAURIG
                             2005 MARKET STREET
                           PHILADELPHIA, PA 19103
                                215-988-7800
- ----------------------------------------------------------------------------
               (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
             AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)

                             DECEMBER 27, 1999

- ----------------------------------------------------------------------------
          (DATE OF EVENT, WHICH REQUIRES FILING OF THIS STATEMENT)

            If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].



                       (Continued on following pages)


<PAGE>


CUSIP No.  806683108
- --------------------


(1)   Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
      Persons

      GREYSTONE FUNDING CORPORATION

- --------------------------------------------------------------------------------
(2)   Check the Appropriate Box if a Member of a Group
      (a)   [X]     (b) [ ]

- --------------------------------------------------------------------------------
(3)   SEC Use Only

- --------------------------------------------------------------------------------
(4)   Source of Funds  WC

- --------------------------------------------------------------------------------
(5)   Check if Disclosure of Legal Proceedings is Required  Pursuant to Items
      2(d) or 2(e) [_]

- --------------------------------------------------------------------------------
(6)   Citizenship or Place of Organization

      VIRGINIA

- --------------------------------------------------------------------------------

                     7       SOLE VOTING POWER

      NUMBER OF              4,750,000 SHARES
       SHARES       ------------------------------------------------------------
     BENEFICIALLY    8       SHARED VOTING POWER
      OWNED BY
        EACH                 4,750,000 SHARES
      REPORTING
       PERSON       ------------------------------------------------------------
        WITH         9       SOLE DISPOSITIVE POWER

                             4,750,000 SHARES
                    ------------------------------------------------------------
                     10      SHARED DISPOSITIVE POWER

                             4,750,000 SHARES


- --------------------------------------------------------------------------------

(11)  Aggregate  Amount  Beneficially  Owned by Each Reporting  Person

      4,750,000 SHARES
- --------------------------------------------------------------------------------

(12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

- --------------------------------------------------------------------------------

(13)  Percent of Class  Represented  by Amount in Row (11)

     32.1%

- --------------------------------------------------------------------------------

(14)  Type of Reporting Person

      CO

- --------------------------------------------------------------------------------



                                       1
<PAGE>



CUSIP No.  806683108
- --------------------


(1)   Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
      Persons

      STEPHEN ROSENBERG

- --------------------------------------------------------------------------------
(2)   Check the Appropriate Box if a Member of a Group
      (a)   [X]     (b) [ ]

- --------------------------------------------------------------------------------
(3)   SEC Use Only

- --------------------------------------------------------------------------------
(4)   Source of Funds  AF

- --------------------------------------------------------------------------------
(5)   Check if Disclosure of Legal Proceedings is Required  Pursuant to Items
      2(d) or 2(e) [_]

- --------------------------------------------------------------------------------
(6)   Citizenship or Place of Organization

      UNITED STATES

- --------------------------------------------------------------------------------

                     7       SOLE VOTING POWER

      NUMBER OF              0
       SHARES       ------------------------------------------------------------
     BENEFICIALLY    8       SHARED VOTING POWER
      OWNED BY
        EACH                 4,750,000 SHARES
      REPORTING
       PERSON       ------------------------------------------------------------
        WITH         9       SOLE DISPOSITIVE POWER

                             0
                    ------------------------------------------------------------
                     10      SHARED DISPOSITIVE POWER

                             4,750,000 SHARES


- --------------------------------------------------------------------------------

(11)  Aggregate  Amount  Beneficially  Owned by Each Reporting  Person

      4,750,000 SHARES
- --------------------------------------------------------------------------------

(12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

- --------------------------------------------------------------------------------

(13)  Percent of Class  Represented  by Amount in Row (11)

     32.1%

- --------------------------------------------------------------------------------

(14)  Type of Reporting Person

      IN

- --------------------------------------------------------------------------------



                                       2
<PAGE>


                  This  Schedule  13D is being  filed on behalf  of  Greystone
      Funding Corporation,  a Virginia  corporation  ("Greystone") and Stephen
      Rosenberg with respect to warrants to purchase  common stock,  par value
      $0.01 per  share  ("Common  Stock"),  of Schick  Technologies,  Inc.,  a
      Delaware  corporation  ("Schick").  Unless otherwise defined herein, all
      capitalized  terms used herein shall have the meanings  ascribed to them
      in  the  Loan  Agreement  (the  "Loan  Agreement")  entered  into  as of
      December  27,  1999  by  and  between   Greystone,   Schick  and  Schick
      Technologies,  Inc.,  a New York  corporation,  attached  as  Exhibit  A
      hereto.

      ITEM 1.     SECURITY AND ISSUER.

            This  statement  relates to the common stock,  par value $0.01 per
      share of Schick.  The  principal  offices of Schick are located at 31-00
      47th Avenue, Long Island City, New York 11101.

      ITEM 2.     IDENTITY AND BACKGROUND.

            (a)   This  statement is filed by Greystone and Stephen  Rosenberg
                  (collectively, the "Reporting Persons").

            (b)   The  business  address  of Mr.  Rosenberg  is 152 West  57th
                  Street,  60th Floor,  New York, NY 10019 and of Greystone is
                  98 Alexandria Pike, Warrenton, VA 20186-2849.

            (c)   Mr.  Rosenberg's   present  principal   occupation  involves
                  investing   in  real   estate   individually   and   through
                  investment  vehicles.  Greystone Funding Corporation invests
                  primarily in real estate related transactions.

            (d)   During  the  past  five  years,  neither  of  the  Reporting
                  Persons  has  been   convicted  in  a  criminal   proceeding
                  (excluding traffic violations or similar misdemeanors).

            (e)   During the last five years,  none of the  Reporting  Persons
                  was  a  party  to  a  civil  proceeding  of  a  judicial  or
                  administrative  body  of  competent  jurisdiction  and  as a
                  result of such  proceeding was or is subject to, a judgment,
                  decree or final order  enjoining  future  violations  of, or
                  prohibiting or mandating  activities  subject to, federal or
                  state  securities laws or finding any violation with respect
                  to such laws.

            (f)   Mr.   Rosenberg  is  a  citizen  of  the  United  States  of
                  America.  Greystone  was  organized  under  the  laws of the
                  Commonwealth of Virginia.

      ITEM 3.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

            On December 27, 1999,  Greystone and Schick  entered into the Loan
      Agreement,  which provides for the  establishment of a line of credit of
      up to a maximum of  $7,500,000  (the "Line of Credit") by Greystone  for
      the benefit of Schick.


                                       3
<PAGE>


            In  consideration of Greystone's  entering into this  transaction,
      Schick  agreed  to issue  to  Greystone  or its  designees  warrants  to
      purchase  3,000,000 shares of Common Stock at an exercise price of $0.75
      per  share.  In  addition,  the Loan  Agreement  provides  for Schick to
      issue to Greystone or its  designees  warrants to purchase two shares of
      Common  Stock  for  all  advances   under  the  credit   facility  above
      $1,000,000.

            On December  27,  1999,  Schick and  Greystone  also  entered in a
      Stock  Purchase  Agreement  (the  "Purchase  Agreement"),   attached  as
      Exhibit B hereto,  pursuant  to which  Greystone  purchased  from Schick
      shares of Photobit Corporation  ("Photobit") subject to a right of first
      refusal  held by Photobit  and its  founders.  Pursuant to the  Purchase
      Agreement,  Schick  agreed  to  issued  to  Greystone  or its  designees
      warrants to  purchase  2,000,000  shares of Common  Stock at an exercise
      price of $0.75 per share.

            Stephen  Rosenberg  owns all of the  capital  stock  of  Greystone
      Funding Corporation and serves as its sole director.

            Schick issued to Greystone  warrants to purchase  2,850,000 shares
      of Common Stock  pursuant to the Loan Agreement and warrants to purchase
      1,900,000  shares of Common Stock  pursuant to the  Purchase  Agreement.
      Greystone  directed  Schick  to  issue to  Jeffrey  Slovin  warrants  to
      purchase  150,000 shares that  Greystone was due to receive  pursuant to
      the Loan  Agreement and warrants to purchase  100,000 shares that it was
      due  to  receive  pursuant  to  the  Purchase  Agreement.   Furthermore,
      Greystone  has agreed to  transfer  additional  warrants  to Mr.  Slovin
      based on the  profitability  of the transactions  with Schick.  However,
      there are no  contracts,  arrangements,  understanding  or  relationships
      (legal  or  otherwise)  that will  require  Mr.  Slovin  to return  these
      warrants to Greystone.

            All warrants  owned by Greystone  and Mr.  Slovin will be returned
      to Schick in the event that its senior  lender does not  consent,  on or
      before  February 15,  2000,  to the creation of a second lien on certain
      of Schick's assets. In addition,  under certain circumstances  Greystone
      may be required to return  certain of its warrants if it refused to make
      Advances under the line of credit.

            The  number of shares of the  Schick's  Common  Stock  deliverable
      upon  exercise of the  warrants,  and the exercise  price  thereof,  are
      subject to adjustment as provided in the warrants.

      ITEM 4.     PURPOSE OF TRANSACTION.

            The  warrants  were  issued to  Greystone  to induce it into enter
      into the Loan Agreement and the Purchase Agreement.

            The Loan  Agreement  requires  Schick to present a proposal at the
      next annual  stockholders'  meeting,  for a vote by the  stockholders to
      increase  the  number  of shares  authorized  under  the  Schick's  1996
      Employee  Stock  Option Plan or to  establish a new stock option plan to


                                       4
<PAGE>


      authorize  options to purchase an  additional  750,000  shares of Common
      Stock.

            In connection with the Loan  Agreement,  the Board of Directors of
      Schick  increased the size of its Board of Directors  from three to five
      directors.  Two individuals  designated by Greystone  (Jeffrey T. Slovin
      and Robert R. Barolak) were then  appointed by the Board of Directors to
      fill  vacancies on the Board of Directors.  In addition,  Greystone will
      have  the  right  to  designate  additional  members  of  the  Board  of
      Directors  based on the amount of advances  provided to Schick under the
      Line of Credit. If Greystone  advances more than $6,000,000,  it will be
      entitled to appoint a majority of the seats on the Board of Directors.

            Except as described above and in Item 3, the Reporting  Persons do
      not presently  have any plan or proposal that relates to or would result
      in:

            (a)   the  acquisition  by any person of additional  securities of
                  Schick, or the disposition of securities of Schick;

            (b)   an extraordinary  corporate  transaction,  such as a merger,
                  reorganization  or liquidation,  involving  Schick or any of
                  its subsidiaries;

            (c)   a sale or transfer of a material  amount of assets of Schick
                  or any of its subsidiaries;

            (d)   any change in the present  Board of Directors or  management
                  of Schick;

            (e)   any  material  change  in  the  present   capitalization  or
                  dividend policy of Schick;

            (f)   any other material change in Schick's  business or corporate
                  structure;

            (g)   changes  in  Schick's   charter,   by-laws  or   instruments
                  corresponding  thereto or other actions which may impede the
                  acquisition of control of Schick by any person;

            (h)   causing a class of  securities of Schick to be delisted from
                  a national  securities exchange or to cease to be authorized
                  to  be  quoted  in an  inter-dealer  quotation  system  of a
                  registered national securities association;

            (i)   a class of equity  securities  of Schick  becoming  eligible
                  for   termination  of   registration   pursuant  to  Section
                  12(g)(4) of the Exchange Act; or

            (j)   any  action  similar to any of those  enumerated  in (a)-(i)
                  above.

      ITEM 5.     INTEREST IN SECURITIES OF THE ISSUER.

            (a)   As of the date hereof,  Greystone is the registered  holders
                  of warrants to purchase  4,750,000 shares of Schick's Common

                                       5
<PAGE>

                  Stock,  which by their terms were exercisable as of December
                  27,   1999.   Such   shares   of  common   stock   represent
                  approximately 32.1% of Schick's Common Stock outstanding.

            (b)   Mr.  Rosenberg may be deemed to own  beneficially all Common
                  Stock owned by Greystone by virtue of his  ownership of 100%
                  of the  outstanding  voting  securities  of  Greystone.  Mr.
                  Rosenberg  shares with Greystone the power to cast or direct
                  the casting of votes on 4,750,000  shares of Schick's Common
                  Stock  and  shares  the  power  to  dispose  or  direct  the
                  disposition  of such  shares.  Such  shares of common  stock
                  then  represented  approximately  32.1% of  Schick's  Common
                  Stock outstanding.

            (c)   Except  for the  transactions  referred  to in Items 3 and 4
                  above,  there have not been any transactions with respect to
                  Schick's  Common  Stock  within 60 days prior to the date of
                  this Schedule 13D by any of the Reporting  Persons  referred
                  to herein or at any other time thereafter.

            (d)   No other  person  is known to have the right to  receive  or
                  the power to direct  the  receipt of  dividends  from or the
                  proceeds from the sale of such shares.

            (e)   Not applicable.

      ITEM 6.     CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS  OR  RELATIONSHIPS
                  WITH RESPECT TO SECURITIES OF THE ISSUER.

            As of the date  hereof,  to the best  knowledge  of the  Reporting
      Persons,  there  are  no  contracts,  arrangements,   understandings  or
      relationships  (legal or  otherwise)  among  the  Reporting  Persons  or
      between the  Reporting  Persons and any other person with respect to any
      securities of Schick, except as disclosed in Items 3 and 4 above.

      ITEM 7.     MATERIAL TO BE FILED AS EXHIBITS.

      Exhibit A   Loan  Agreement,  dated  December 27,  1999,  by and between
                  Schick Technologies,  Inc., a Delaware  corporation,  Schick
                  Technologies,  Inc.,  a New York  corporation  (collectively
                  referred   to   as   "Schick"),    and   Greystone   Funding
                  Corporation, a Virginia corporation.

      Exhibit B   Stock Purchase  Agreement,  dated December 27, 1999, between
                  Greystone Funding Corporation and Schick Technologies, Inc.

      Exhibit C   Joint  Filing  Agreement,  as of  the  date  hereof,  by and
                  between Stephen Rosenberg and Greystone Funding Corporation.


                                       6
<PAGE>


                                 SIGNATURE
                                 ---------


      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


January 6, 2000

                                          /s/ Stephen Rosenberg
                                          ------------------------
                                          Stephen Rosenberg




                                         Greystone Funding Corporation

                                         By:/s/ Stephen Rosenberg
                                            ------------------------
                                            Name:  Stephen Rosenberg
                                            Title: President


                                       7
<PAGE>



                             INDEX OF EXHIBITS
                             -----------------


EXHIBIT  A: Loan Agreement, dated December 27, 1999, by and between Schick
            Technologies, Inc., a Delaware corporation, Schick Technologies,
            Inc., a New York corporation, and Greystone Funding Corporation.

EXHIBIT  B: Stock Purchase Agreement, dated December 27, 1999, between
            Greystone Funding Corporation and Schick Technologies, Inc.

EXHIBIT  C: Joint Filing Agreement, dated as of the date hereof, by and
            between Stephen Rosenberg and Greystone Funding Corporation.


                                       8



INSERT DOCUMENT

<PAGE>
                                                                       EXHIBIT A
                                                                       ---------


                                 LOAN AGREEMENT
                                  --------------

      LOAN AGREEMENT (this "Agreement"), is made and entered into the 27th day
of December 1999, by and between GREYSTONE FUNDING CORPORATION, a Virginia
corporation (the "Lender"), and SCHICK TECHNOLOGIES, INC., a Delaware
corporation (the "Company") and SCHICK TECHNOLOGIES, INC., a New York
corporation ("Schick New York"). The Company and Schick New York are hereinafter
individually referred to herein as a "Borrower" and collectively as the
"Borrowers."

                           W I T N E S S E T H :
                           - - - - - - - - - -

      WHEREAS, the Borrowers are engaged in the business of designing,
developing and manufacturing, marketing, selling and servicing digital
radiographic imaging systems and devices for the dental and medical markets and
other related fields (collectively, the "Business Operations"); and

      WHEREAS, the Borrowers have requested the Lender to extend to the
Borrowers a loan and line of credit in the principal amount of up to $7,500,000,
which the Borrowers will utilize in connection with the Business Operations and
as contemplated by this Agreement; and

      WHEREAS, the Lender is ready, willing and able to make such line of credit
available to the Borrowers upon the terms and subject to the conditions set
forth in this Agreement;

       NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereby agree as follows:

ARTICLE I.        DEFINITIONS

      Section  1.01.   Defined  Terms.   In  addition  to  the  other  terms
defined  elsewhere in this  Agreement,  as used herein,  the following terms
shall have the following meanings:

            "Additional Warrants" shall mean, in addition to the Initial
Warrants, those additional Warrants entitling the Lender to purchase up to
13,000,000 shares of Common Stock (subject to adjustment as provided therein),
which shall be issued to the Lender based upon the maximum level of Advances
made by the Lender to the Borrowers hereunder, all as described in Section 2.03
of this Agreement.

            "Advances" shall mean funds advanced under the Line of Credit from
time to time by the Lender to either or both of the Borrowers pursuant to this
Agreement; each of which Advances shall be subject at all times to the terms and
conditions set forth herein.

            "Advance Period" shall mean the period from the Agreement Date to a
date which shall be two (2) years following the Agreement Date.

<PAGE>

            "Advance Requests" shall mean a Borrower's written request made
during the Advance Period to the Lender for any one or more Advances under the
Line of Credit provided for herein.

            "Affiliate" shall mean, with respect to any Person, any other Person
in control of, controlled by, or under common control with the first Person, and
any other Person who has a substantial interest, direct or indirect, in the
first Person or any of its Affiliates, including, without limitation, any
officer or director of the first Person or any of its Affiliates; for the
purpose of this definition, a "substantial interest" shall mean the direct or
indirect legal or beneficial ownership of more than five (5%) percent of any
class of stock or similar interest.

            "Agreement" shall mean this Loan Agreement as it may from time to
time be amended and/or supplemented.

            "Agreement Date" shall mean the date this Agreement is executed by
the Lender, being the date set forth on the signature page hereof.

            "Applicable Law" shall mean all applicable provisions of all (a)
constitutions, statutes, ordinances, rules, regulations and orders of all
governmental and/or quasi-governmental bodies, (b) Government Approvals, and (c)
orders, judgments and decrees of all courts and arbitrators.

            "Business Day" shall mean a day other than (a) a Saturday, (b) a
Sunday, or (c) in the case of a day on which any payment hereunder is to be made
in the State of New York, a day on which commercial banks in the State of New
York are authorized or required by law to close.

            "Capital Base" shall mean, for any fiscal period in question, the
sum of (a) the consolidated stockholders' equity of the Company and its
consolidated Subsidiaries, as calculated in accordance with GAAP, and (b) all
Subordinated Debt outstanding at the end of such fiscal period.

            "Capital Expenditures" shall mean with respect to any Person, all
expenditures of such Person for tangible assets which are capitalized, and the
fair value of any tangible assets leased by such Person under any lease which
would be a Capitalized Lease, determined in accordance with GAAP, including all
amounts paid or accrued by such Person in connection with the purchase (whether
on a cash or deferred payment basis) or lease (including Capitalized Lease
Obligations) of any machinery, equipment, tooling, real property, improvements
to real property (including leasehold improvements), or any other tangible asset
of the Borrowers which is required, in accordance with GAAP, to be treated as a
fixed asset on the consolidated balance sheet of such Person.

            "Capitalized Lease" shall mean any lease which is or should be
capitalized on the balance sheet of the lessee thereunder in accordance with
GAAP.


                                       2
<PAGE>


            "Capitalized Lease Obligation" shall mean with respect to any
Person, the amount of the liability which reflects the amount of future payments
under all Capitalized Leases of such Person as at any date, determined in
accordance with GAAP.

            "Code" shall mean the Internal Revenue Code of 1986, as amended, and
the rules and regulations promulgated thereunder, as in effect from time to
time.

            "Collateral" shall mean all now-owned and hereafter-acquired
tangible and intangible personal property of the Borrowers, including, without
limitation, all cash, marketable securities, accounts receivable, inventories,
Contract rights, patents, trademarks, copyrights and other general intangibles,
machinery, equipment and interests in real estate of the Borrowers, together
with all products and proceeds thereof.

            "Common Stock" shall mean the common stock, $.01 par value per
share, of the Company; being the only issued class or series of voting
securities of the Company.

            "Contract" shall mean any indenture, agreement (other than this
Agreement), other contractual restriction, lease in which either of the
Borrowers is a lessor or lessee, license, instrument, or certificates of
incorporation of the Borrowers.

            "Current Assets" shall mean, at a particular date, all assets which
would, in conformity with GAAP, be properly classified as current assets on the
consolidated balance sheet of the Company and its Subsidiaries as at such date.

            "Current Liabilities" shall mean, at a particular date, all
liabilities which would, in conformity with GAAP, be properly classified as
current liabilities on the consolidated balance sheet of the Company and its
Subsidiaries as at such date, including all Line of Credit Advances then
outstanding under the Line of Credit Note.

            "Current Ratio" shall mean, on any given date, the ratio of Current
Assets to Current Liabilities.

            "Default" shall mean any of the events specified in Article VII
hereof, whether or not any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

            "EBITDA"   shall   mean   earnings   before   interest,   taxes,
depreciation and amortization.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as in effect from time to time.

            "ERISA Affiliate" shall mean, with respect to any Person, any other
Person which is under common control with the first Person within the meaning of
Section 414(b) or 414(c) of the Code.


                                       3
<PAGE>



            "Event of Default" shall mean any of the events specified in Article
VII hereof, provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

            "Excess Available Cash" shall mean for any particular fiscal quarter
in question, 100% of the positive amount, if any, by which the Company's and
Subsidiaries cash and cash equivalents on the last Business Day of the quarter,
as set forth in its statement of cash flows for such quarter, collectively on
the final day of such fiscal quarter, exceed (i) the total of (x) Net Cash to be
Used in Operating Activities, (y) Net Cash to be Used in Investing Activities
and (z) any required principal payments to DVI, for the coming fiscal quarter as
set forth in the Company's budget or (ii) an amount equal to the Company's
average monthly cash expenditures during the fiscal quarter in question.

            "Existing  Indebtedness"  shall  mean  any  Indebtedness  of the
Borrowers  incurred  prior  to the  Agreement  Date.  Existing  Indebtedness
shall include obligations to DVI.

            "Existing Liens" shall mean any Lien or other encumbrance that was
incurred as a result of any Existing Indebtedness.

            "Fiscal Year" shall mean the fiscal year of the Borrowers which ends
on March 31 of each year. In the event that such Fiscal Year is so changed from
March 31 to another date with the consent of the Lender, then the quarterly
periods and annual periods referred to in Article V hereof shall also be amended
to coincide with such Fiscal Year, as so changed.

            "GAAP" shall mean generally accepted accounting principles in the
United States of America, consistently applied, unless the context otherwise
requires, with respect to any financial terms, ratios or covenants contained
herein, as then in effect with respect to the preparation of financial
statements; provided, however, that if any change in GAAP enacted subsequent to
the Agreement Date shall affect the financial covenants referred to herein, the
parties shall, in good faith, appropriately amend such covenants to reflect such
changes in GAAP.

            "Government Approval" shall mean an authorization, consent,
non-action, approval, license or exemption of, registration or filing with, or
report to, any governmental or quasi-governmental department, agency, body or
other unit.

            "Guaranty", "Guaranteed" or to "Guarantee", as applied to any
Indebtedness or Liability, shall mean and include the following, unless entered
into in the ordinary course of business: (a) a guaranty, directly or indirectly,
in any manner, including by way of endorsement (other than endorsements of
negotiable instruments for collection), of any part or all of such obligation,
and (b) an agreement, contingent or otherwise, and whether or not constituting a
guaranty, assuring, or intended or the practical effect of which is to assure,
the payment or performance (or payment of damages in the event of
non-performance) of any part or all of such obligation whether by (i) the
purchase of securities or obligations, (ii) the purchase, sale or lease (as
lessee or lessor) of property, or the purchase or sale of services, primarily
for the purpose of enabling the obligor with respect to such obligation to make
any payment or performance (or


                                       4
<PAGE>


payment of damages in the event of non-performance) of or on account of any part
or all of such obligation, or to assure the owner of such obligation against
loss, (iii) the supplying of funds to or in any other manner investing in the
obligor with respect to such obligation, (iv) the repayment of amounts drawn
down by beneficiaries of letters of credit not arising out of the import of
goods, (v) the supplying of funds to or investing in a Person on account of all
or any part of such Person's obligation under a Guaranty of any such obligation
or indemnifying or holding harmless, in any way, such Person against any part or
all of such obligation, or (vi) otherwise.

            "Indebtedness" of any Person shall mean, without duplication, (i)
all indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, (ii) all indebtedness of such Person evidenced by
a note, bond, debenture or similar instrument, (iii) the outstanding undrawn
amount of all letters of credit issued for the account of such Person and,
without duplication, all un-reimbursed amounts drawn thereunder, (iv) all
indebtedness of any other person or entity secured by any Lien on any property
owned by such Person, whether or not such indebtedness has been assumed, (v) all
contingent obligations of such Person, (vi) all unfunded benefit liabilities of
such Person, (vii) all payment obligations of such Person under any interest
rate protection agreement (including, without limitation, any interest rate
swaps, caps, floors, collars and similar agreements) and currency swaps and
similar agreements, (viii) all indebtedness and liabilities of such Person
secured by any Lien or mortgage on any property of such Person, whether or not
the same would be classified as a liability on a balance sheet, (ix) the
liability of such Person in respect of banker's acceptances and the estimated
liability under any participating mortgage, convertible mortgage or similar
arrangement, (x) the aggregate principal amount of rentals or other
consideration payable by such Person in accordance with GAAP over the remaining
unexpired term of all Capitalized Leases of such Person, (xi) all judgments or
decrees by a court or courts or competent jurisdiction entered against such
Person, (xii) all indebtedness, payment obligations, contingent obligations,
etc. of any partnership in which such Person holds a general partnership
interest, provided that if such indebtedness is non-recourse, only the portion
of such indebtedness equal to such Person's percentage ownership interest in
such partnership shall be included in this definition, (xiii) all convertible
debt and subordinated debt owed by such Person, (xiv) all preferred stock issued
by such Person that, in either case, are redeemable for cash on a mandatory
basis, a cash equivalent, a note receivable or similar instrument or are
convertible on a mandatory basis to Indebtedness as defined herein (other than
Indebtedness described in clauses (iii), (vi), (x), (xi) or (xiv) of this
definition), and (xv) all obligations, liabilities, reserves and any other items
which are listed as a liability on a balance sheet of such Person determined on
a consolidated basis in accordance with GAAP, but excluding (A) all general
contingency reserves and reserves for deferred income taxes and investment
credit and (B) all customary trade payables and accrued expenses not more than
sixty (60) days past due and (C) any indebtedness of such Person evidenced by a
note or notes that is secured by a pledge of cash or cash equivalents with a
value equal to or greater than the amount of the related indebtedness and which
generates cash flow sufficient to pay all sums due on such indebtedness when the
same are due and payable.


                                       5
<PAGE>


            "Initial Warrants" shall mean warrants to purchase 3,000,000 shares
of Common Stock of the Company in the form of Exhibit "B" annexed hereto.

            "Interest Coverage Ratio" shall mean, as to the Company and its
Subsidiaries on a consolidated basis for any given fiscal period, the ratio of
EBITDA earned in such fiscal period to the total amount of Interest Expense
incurred in such fiscal period.

            "Interest Expense" shall mean, with respect to any Person for any
fiscal period, all interest on, or the interest component of, all Indebtedness.

            "Investment", as applied to any Borrower, shall mean: (a) any shares
of capital stock, assets, evidence of Indebtedness or other security issued by
any other Person to a Borrower or any Subsidiary, (b) any loan, advance or
extension of credit to, or contribution to the capital of, any other Person,
other than credit terms extended to customers in the ordinary course of
business, (c) any Guaranty of any indebtedness or liability of any other Person,
(d) any obligation owed to a Borrower secured by a Lien on, or payable out of
the proceeds of production from, any property of any other Person, whether or
not such obligation shall have been assumed by such Person, (e) any other
investment by a Borrower or any Subsidiary thereof in any assets or securities
of any other Person, and (f) any commitment to make any Investment.

            "Lien", as applied to the property or assets (or the income or
profits therefrom) of any Borrower, shall mean (in each case, whether the same
is consensual or nonconsensual or arises by contract, operation of law, legal
process or otherwise): (a) any mortgage, lien, pledge, attachment, assignment,
deposit arrangement, encumbrance, charge, lease constituting a Capitalized Lease
Obligation, conditional sale or other title retention agreement, or other
security interest or encumbrance of any kind in respect of any property
(including, without limitation, stock of any Subsidiary) of a Borrower, or upon
the income or profits therefrom, (b) any arrangement, express or implied, under
which any property of a Borrower is transferred, sequestered or otherwise
identified for the purpose of subjecting or making available the same for the
payment of indebtedness or the performance of any other liability in priority to
the payment of the general, unsecured creditors of a Borrower, (c) any
Indebtedness which remains unpaid more than five (5) calendar days after the
same shall have become due and payable and which, if unpaid, might by law
(including but not limited to bankruptcy or insolvency laws) or otherwise be
given any priority whatsoever over the general, unsecured creditors of a
Borrower, (d) any agreement (other than this Agreement) or other arrangement,
express or implied, which, directly or indirectly, prohibits a Borrower from
creating or incurring any Lien on any of its properties or assets or which
conditions the ability to do so on the security, on a pro rata or other basis,
of indebtedness other than indebtedness outstanding under this Agreement, and
(e) any arrangement, express or implied, under which any right or claim of a
Borrower is subject or subordinated in any way to any right or claim of any
other Person.

            "Line of Credit" shall mean the line of credit in the maximum
principal amount outstanding at any one time of $7,500,000 to be made by the
Lender to the Borrowers pursuant to this Agreement.


                                       6
<PAGE>


            "Maturity Date" shall mean the earlier of (a) the first date on
which the Company shall have received, in the aggregate, $12,500,000 or more
from equity and/or debt financings consummated subsequent to the Agreement Date,
or (b) December 27, 2004.

            "Material Adverse Effect" shall mean any event or condition that has
or could reasonably be anticipated to have a material adverse effect on the
Working Capital, condition (financial or otherwise), assets, liabilities,
reserves, business, prospects, management or Business Operations of either of
the Borrowers, when taken individually or as a consolidated whole.

            "Net Income", as applied to the Borrowers, shall mean the net income
(or loss) of the Company and its consolidated Subsidiaries for the period in
question, after giving effect to deduction of or provision for all operating
expenses, all taxes and reserves (including reserves for deferred taxes) and all
other proper deductions, all determined in accordance with GAAP; provided that,
for purposes of calculating Net Income, there shall be excluded and no effect
shall be given to:

                  (a) any restoration of any contingency reserve, except to the
extent that provision for such reserve was made out of income for the subject
period;

                  (b) any net gains or losses on the sale or other disposition,
not in the ordinary course of business, of Investments and/or other capital
assets, provided that there shall also be excluded any related charges for taxes
thereon; and

                  (c) any net gain arising from the collection of the proceeds
of any insurance policy or policies.

            "Note" shall mean the Line of Credit Promissory Note, dated the
Agreement Date in the maximum principal amount of $7,500,000 issued by the
Borrowers and payable to the order of the Lender, to represent the aggregate
amounts outstanding from time to time under the Line of Credit, all in the form
of Exhibit "A" annexed hereto and made a part hereof.

            "Obligations" shall mean the collective reference to all
Indebtedness and other liabilities and obligations of every kind and description
owed by the Borrowers to the Lender from time to time, however evidenced,
created or incurred, whether direct or indirect, primary or secondary, fixed or
contingent, now or hereafter existing, due or to become due, including but not
limited to obligations represented by or arising under this Agreement, the Note
and/or the Security Documents.

            "Permitted Liens" shall mean those Liens expressly permitted to
Section 6.02 below.

            "Person" shall mean any individual, partnership, corporation,
limited liability company, banking association, business trust, joint stock
company, trust, unincorporated association, joint venture, governmental
authority or other entity of whatever nature.

                                       7
<PAGE>

            "Principal Payment Date" shall mean the date which is forty-five
(45) days after the last business day of each December, March, June and
September commencing on May 15, 2000.

            "Registration Rights Agreement" shall mean the Registration Rights
Agreement in the form of Exhibit "D" hereto, dated the Agreement Date by and
between the Lender and the Company pursuant to which the Company will register
the shares of the Company's Common Stock underlying the Warrants.

            "SEC" shall mean the Securities and Exchange Commission, or any
successor to the functions of such agency.

            "Security Agreement" shall mean the Security Agreement in the form
of Exhibit "C" hereto, dated the Agreement Date, by and between the Lender and
the Borrower, as same may be amended and/or supplemented from time to time in
accordance therewith, pursuant to which the Lender has received a continuing
priority lien and security interest in and to all of the Collateral,
subordinated only to the first priority Lien of the Senior Lender.

            "Security Documents" shall mean the collective reference to: (a) the
Security Agreement, (b) any specific assignments executed and delivered pursuant
to the Security Agreement, and (c) all UCC Financing Statements and other
documents filed or recorded to evidence and/or perfect the foregoing, or to
further or collaterally secure same, all as may be amended or supplemented from
time to time in accordance therewith.

            "Senior  Lender"  shall  mean  DVI  Financial   Services,   Inc.
("DVI")  which has  provided  the  Borrower  with loans and  advances  up to
$6,222,415.63  in  the  aggregate  (the  "Senior  Indebtedness");  which  is
secured by first priority Liens on the Collateral.

            "Subordinated Debt" shall mean all indebtedness for money borrowed
and other liabilities of the Borrower, whether or not evidenced by promissory
notes, which is subordinated in right of payment, in a manner satisfactory to
the Lender (as evidenced by its prior written approval thereof), to all other
Obligations of the Borrowers to the Lender.

            "Subsidiary" or "Subsidiaries" shall mean the individual or
collective reference to any corporation of which 50% or more of the outstanding
shares of stock of each class having ordinary voting power (other than stock
having such power only by reason of the happening of a contingency) is at the
time owned by the Company, directly or indirectly through one or more
Subsidiaries of the Company. Schick New York is a Subsidiary of the Company.

            "UCC Financing Statements" shall mean the Uniform Commercial Code
financing statements on Form UCC-1 (or other applicable form) executed by the
Borrowers, in form for filing and recording in the appropriate state and county
jurisdictions in which any of the Borrower maintains any assets or conducts any
business.

                                       8
<PAGE>

            "Warrants"  shall mean the  collective  reference to the Initial
Warrants and the Additional Warrants.

            "Working Capital" shall mean, on any given date, the amount by which
the Borrowers' consolidated Current Assets shall exceed their consolidated
Current Liabilities, as determined in accordance with GAAP.

      Section 1.02. Use of Defined Terms. All terms defined in this Agreement
shall have their defined meanings when used in the Note, the Security Documents,
and all certificates, reports or other documents made or delivered pursuant to
this Agreement, unless otherwise defined therein or unless the specific context
shall otherwise require.

      Section   1.03.   Accounting   Terms.   All   accounting   terms   not
specifically defined herein shall be construed in accordance with GAAP.

ARTICLE II.       GENERAL TERMS

      Section 2.01.  The Line of Credit.

      (a) Advances; Periodic Repayments of Advances. Subject at all times to all
of the terms and conditions of this Agreement, including Section 2.02, Section
2.03 and Article IV hereof, during the Advance Period the Lender hereby agrees
to provide to the Borrowers a Line of Credit of up to a maximum of $7,500,000.
The Lender shall have no obligation to provide any Advances and the Borrowers
shall not submit any Advance Request to the Lender at any time (i) in which a
Default or an Event of Default hereunder shall have occurred and be continuing,
or (ii) following the Advance Period. Unless an Event of Default hereunder shall
have occurred and be continuing or this Agreement shall be sooner terminated
pursuant to the terms hereof, all outstanding Advances, together with all unpaid
accrued interest thereon, shall be due and payable in full by the Borrowers to
the Lender on the Maturity Date. Notwithstanding the foregoing, unless otherwise
agreed to in writing by the Lender in connection with the Restructuring Plan or
otherwise, on each Principal Payment Date, the Company shall reduce all Advances
outstanding on such Principal Payment Date by making a cash payment against such
Advances to the Lender in an amount which shall be equal to the Excess Available
Cash, if any, during the calendar quarter immediately preceding the Interest
Payment Date in question.

      (b) Interest. The Borrowers shall pay the Lender interest on all
outstanding Advances under the Line of Credit at the rate of ten (10%) percent
per annum, all in accordance with the Note. Such interest shall be payable on a
quarterly basis on the last Business Day of each of December, March, June and
September, commencing December 30, 1999 (each an "Interest Payment Date"). The
amount of interest payable on each Interest Payment Date shall be based on the
average outstanding amount of the Advances in the calendar quarter immediately
preceding such Interest Payment Date (for the December 30, 1999 Interest Payment
Date, calculated from the Agreement Date to December 30, 1999). Interest shall
be based on a three hundred sixty (360) day year, counting the actual number of
days in each month. Unless a Default or Event of Default exists at the beginning
of any calendar quarter, the interest shall be calculated at the non-default
rate set forth in the Note; and in the event that a Default or Event of


                                       9
<PAGE>

Default shall occur during any calendar quarter, then the additional interest
attributable to the increase in interest rate resulting therefrom shall be
payable on demand (or, in the absence of demand, on the next scheduled Interest
Payment Date in conjunction with the quarterly interest payment).

      (c) Prepayment. The Borrowers shall have the right to prepay outstanding
Advances in whole or in part, without premium or penalty, at any time and from
time to time.

      (d) Maturity Date. Unless an Event of Default hereunder shall have
occurred and be continuing, hereof, the Borrowers shall pay in full all of the
Obligations in respect of the Line of Credit on the Maturity Date, subject to
prior mandatory prepayments or reductions of outstanding Advances out of Excess
Available Cash as provided in Section 2.01(a) hereof.

      (e) The Note. The Loan shall be evidenced by the Note, the terms and
conditions of which are hereby incorporated herein by reference and made a part
hereof.

      Section 2.02. Procedure for Making Advances. (a) Simultaneous with each
Advance Request, the Company will deliver to the Lender (i) a certificate
executed by the President, Chief Executive Officer or Chief Financial Officer of
Borrower attesting in their capacity as executive officers of such Borrower
that, as at the date of each Advance Request, no Default or Event of Default
hereunder shall have occurred and be continuing, and (ii) a reasonably detailed
statement of the intended use of the proceeds of such Advance, including if
applicable the item or items to be purchased and the Indebtedness or other
liabilities to be paid (the "Advance Analysis");

      (b) The Lender shall notify the Company, in writing, within five (5)
Business Days of receipt of the Advance Analysis whether or not the Lender will
make the Advance. The Lender may refuse to make the Advance if: (i) it does not
approve the use of the proceeds of such Advance Request for the uses set forth
in the Advance Analysis (the "Written Notification"), which approval shall not
be unreasonably withheld. Among other things, it shall not be unreasonable for
the Lender to disapprove the Advance Request because either of the Borrowers has
suffered a Material Adverse Effect and such Material Adverse Effect remains
uncured. In addition, the Lender may refuse to make an Advance if, in the
exercise of its sole discretion it determines that it would be imprudent to make
such Advance because of the status of any litigation or investigation respecting
either of the Borrowers or their officers or directors;

      (c) If Lender does not approve the Advance Request for any reason other
than the status of any litigation or investigation, the Written Notification
shall provide a reasonably detailed explanation of the reason(s) therefor. Upon
approval of the Advance Request by the Lender it will authorize an immediate
drawing of such Advance under the Line of Credit and fund the Advance for the
purposes specified in the Advance Analysis for any reason other than the status
of any litigation or investigation. In the event that the Lender does not
approve the Advance Analysis, the parties shall promptly undertake in good faith
to expeditiously resolve the matter; if the parties do not resolve the matter to
their mutual satisfaction by the earlier of (a) five (5) business days after
Borrower's receipt of the Written Notification, or (b) ten (10) business days
after Lender's receipt of the Advance Analysis, the parties shall submit this
matter to arbitration administered by the American Arbitration Association under
its Commercial



                                       10
<PAGE>


Arbitration Rules, and jointly request that said arbitration be conducted in an
expedited manner, and the parties shall abide by and perform any decision and/or
award rendered by the arbitrator(s) and agree that a judgment of any court
having jurisdiction may be entered upon the award, and that neither party shall
seek to challenge or overturn the decision and/or award rendered by the
arbitrator(s). Any arbitration proceedings conducted hereunder shall be held in
New York, New York; and

      (d) If the actual use of proceeds differs materially from the purposes
specified in the Advance Analysis, the Company shall notify the Lender in a
writing which shall provide (i) a reasonably detailed explanation of the reasons
for the change; and (ii) an updated statement of the intended use of proceeds.
After receipt of such notice, the parties shall follow the procedures enumerated
in Sections 2.02(b) and 2.02(c) above.

      Section   2.03.   Issuance  of  Initial   Warrants  and   Additional
Warrants.

      (a) On the Agreement Date, the Company shall issue to the Lender the
Initial Warrants.

      (b) In addition to the Initial Warrants to be issued to the Lender on the
Agreement Date, it is the intention of the Company and the Lender that the
Lender shall be entitled to receive Additional Warrants based upon the maximum
level of Advances outstanding during the Advance Period. Accordingly, it is
hereby agreed that with respect to all Advances from $1,000,001 to $7,500,000 in
the aggregate, for each dollar Advanced by the Lender to the Borrowers
hereunder, the Lender shall be entitled to receive Warrants to purchase two (2)
shares of Company Common Stock at an exercise price of $0.75 per share (subject
to adjustment to protect the holder against dilution as provided in the
Warrants);

       (c) By way of example of the application of Section 2.03(a) and (b)
above, if the Borrowers have outstanding at any one time under this Agreement
Advances of $3,000,000, then the Lender shall be entitled to receive Warrants to
purchase an aggregate of 7,000,000 shares of Company Common Stock, as follows
(i) the Initial Warrants entitling the Lender to purchase 3,000,000 shares of
Common Stock at an exercise price of $0.75 per share; and (ii) Additional
Warrants entitling the Lender to purchase 4,000,000 shares of Common Stock at an
exercise price of $0.75 per share.

      (d) By way of further example, based upon a maximum of $7,500,000 of
Advances which may be made by the Borrowers hereunder, if at any time or from
time to time prior to the Maturity Date there shall be outstanding at any time
the full $7,500,000 of Advances, the Lender shall be entitled to receive Initial
Warrants and Additional Warrants to purchase an aggregate of 16,000,000 shares
of Company Common Stock, at the exercise prices described herein and in the
Warrants.

      (e) In all cases described in this Section 2.03, the number of shares of
Common Stock and exercise prices per share are subject to adjustment to protect
the holder against dilution, all as provided in the form of Warrants.


                                       11
<PAGE>


      (f) On or before the date that the Lender shall make each and every
Advance under this Agreement pursuant to the procedures set forth in Section
2.02 above, the Company shall issue to the Lender the appropriate number of
Additional Warrants contemplated by this Section 2.03.

      (g) The form and content of all Additional Warrants, other than the number
of shares of Common Stock issuable upon full exercise thereof, shall be
identical in all material respects to the Initial Warrant.

      Section 2.04. Security for the Obligations. The Note and all other
Obligations shall at all times be secured by a security interest in all of the
Collateral which shall be subordinated only to the first priority Lien of the
Senior Lender, all pursuant to the terms of the Security Agreement and any
specific assignments executed and delivered pursuant thereto; all as evidenced
by UCC Financing Statements which the Lender and its counsel may require to be
executed and filed.

      Section 2.05. Further Obligations. With respect to all Obligations for
which the interest rate is not otherwise specified herein (whether such
Obligations arise hereunder, pursuant to the Note or any of the Security
Documents, or otherwise), such Obligations shall bear interest at the rate(s) in
effect from time to time pursuant to the Note.

      Section 2.06. Obligations Unconditional. The payment and performance of
all Obligations shall constitute the absolute and unconditional obligations of
the Borrowers, and shall be independent of any defense or rights of set-off,
recoupment or counterclaim which the Borrower might otherwise have against the
Lender. All payments required by this Agreement and/or the Note or Security
Documents shall be paid free of any deductions and without abatement, diminution
or set-off.

      Section 2.07. Reversal of Payments. To the extent that any payment or
payments made to or received by the Lender pursuant to this Agreement, the Note
or any of the Security Documents are subsequently invalidated, declared to be
fraudulent or preferential, set aside, or required to be repaid to any trustee,
receiver or other person under any state or federal bankruptcy or other such
law, then, to the extent thereof, such amounts shall be revived as Obligations
and continue in full force and effect hereunder and be secured pursuant to the
Security Documents, as if such payment or payments had not been received by the
Lender.

      Section 2.08.  Return of Warrants to the Company.

      (a) In the event that the Lender refuses to make Advances duly requested
by the Borrowers in accordance with Section 2.02 hereof AND such refusal is:

            (i) based on the Lender's concern over developments relating to the
      pendency of any investigation or litigation respecting either of the
      Borrowers or their officers or directors at the sole discretion of the
      Lender, or


                                       12
<PAGE>



            (ii) determined by arbitration to be an unreasonable refusal by the
      Lender to make Advances as provided in Section 2.02(c) hereof,

the Company  shall be  entitled to receive  from the Lender the number
of Warrants described in Section 2.08(b) hereof;

      (b) If prior to date of such refusal to make Advances, the Lender has
Advanced to the Borrowers pursuant to this Agreement:

            (i) up to a maximum level of Advances of $2,500,000, the Lender
      shall return 2,000,000 Warrants to the Company;

            (ii) between a maximum level of Advances of $2,500,000 and
      $5,000,000, the Lender shall return 1,000,000 Warrants to the Company; and

            (iii) more than a maximum level of Advances of $5,000,000, the
      Lender shall not be required to return any Warrants to the Company;

      (c) If the DVI Consent shall not have been received by February 15, 2000,
the Lender shall return 3,000,000 Warrants to the Company.

ARTICLE III.      REPRESENTATIONS AND WARRANTIES

      The Borrowers hereby jointly and severally make the following
representations and warranties to the Lender, all of which representations and
warranties shall survive the Agreement Date, the delivery of the Notes and the
making of Advances, and are as follows:

      Section 3.01.  Financial Matters.

      (a) The Borrowers have heretofore furnished to the Lender (i) the audited
consolidated financial statements (including consolidated balance sheets,
consolidated statements of income and consolidated statements of cash flows) of
the Company and its consolidated Subsidiaries as at March 31, 1996, 1997, and
1998 and for each of the three (3) consecutive Fiscal Years ended on such dates,
and (ii) the unaudited consolidated financial statements (including consolidated
balance sheets, consolidated statements of income and consolidated statements of
cash flows) of the Company and its consolidated Subsidiaries as of the March 31,
1999 (collectively, the "Financial Statements").

      (b) The Financial Statements have been prepared in accordance with GAAP on
a consistent basis for all periods, are complete and correct in all material
respects, and fairly present the consolidated financial condition of the Company
and its consolidated Subsidiaries as at said dates, and the results of
operations for the periods stated. The books of account and other financial
records of the Company and each of the Subsidiaries have been maintained in
accordance with GAAP, consistently applied. The Borrowers acknowledge that the
financial results set forth in its Financial Statements for the first, second
and third quarters of the Fiscal

                                       13
<PAGE>

Year ended March 31,1999 will require restatement and that the representations
set forth in this Section 3.01(b) are subject to, and qualified by, any such
Restatement(s).

      (c) Neither the Company nor any of the Subsidiaries has any liabilities,
Indebtedness, obligations or commitments of any kind or nature whatsoever,
whether absolute, accrued, contingent or otherwise above $100,000 in the
aggregate or $25,000 individually (collectively "Liabilities and
Contingencies"), including, without limitation, Liabilities and Contingencies
under employment agreements and with respect to any "earn-outs", stock
appreciation rights, or related compensation obligations, except: (i)
Liabilities and Contingencies disclosed in the Financial Statements or footnotes
thereto, or in the Pro Forma Balance Sheet, (ii) Liabilities and Contingencies
not incurred in the ordinary course of the Business Operations, all of which
(and the amounts thereof, to the extent determinable) are disclosed on Schedules
to this Agreement (to the extent required to be so disclosed hereunder) or in
public filings made with the SEC under the Securities Exchange Act of 1934, as
amended (true and complete copies of which filings have been furnished to the
Lender), (iii) Liabilities and Contingencies incurred in the ordinary course of
business and consistent with past practice since the date of the most recent
Financial Statements, which are not required to be disclosed on Schedules to
this Agreement, or (iv) those Liabilities which are not required to be disclosed
under GAAP. The reserves, if any, reflected on the consolidated balance sheet of
the Company and the Subsidiaries included in the most recent Financial
Statements are appropriate and reasonable. The Borrowers have not had and do not
presently have any contingent obligations, liabilities for taxes or unusual
forward or long-term commitments except as specifically set forth in the
Financial Statements or in Schedule "3.01" annexed hereto.

      (d) Except as otherwise reflected on Schedule "3.01," Schedule "3.04" or
Schedule "3.05" to this Agreement, since the date of the most recent Financial
Statements, no Material Adverse Effect shall have occurred and shall be
continuing, including, without limitation, the following:

            (i) there has been no change in any assumptions underlying, or in
      any methods of calculating, any bad debt, contingency or other reserve
      relating to the Company or any of the Subsidiaries;

            (ii) there have been no write-downs in the value of any inventory
      of, and there have been no write-offs as uncollectible of any notes,
      accounts receivable or other receivables of, the Company and the
      Subsidiaries, except for write-downs and write-offs in the ordinary course
      of business and consistent with past practice, none of which shall be
      material (and all of which are described in the Schedules to this
      Agreement or in the Financial Statements);

            (iii) no material debts have been canceled, no claims or rights of
      substantial value have been waived and no significant properties or assets
      (real, personal or mixed, tangible or intangible) have been sold,
      transferred, or otherwise disposed of by the Company or any Subsidiary,
      except in the ordinary course of business and consistent with past
      practice;

                                       14
<PAGE>

            (iv) there has been no change in any method of accounting or
      accounting practice utilized by the Company or any of the Subsidiaries;

            (v) no material casualty, loss or damage has been suffered by the
      Company or any of the Subsidiaries, regardless of whether such casualty,
      loss or damage is or was covered by insurance; and

            (vi) no action described in this Section 3.01(d) has been agreed to
      be taken by the Company or any of the Subsidiaries.

      Section 3.02. Organization; Corporate Existence. Each of the Borrowers:
(a) is a corporation duly organized, validly existing and in good standing under
the laws of the States of Delaware or New York, (b) has all requisite corporate
power and authority to own its properties and to carry on its businesses as now
conducted and as proposed hereafter to be conducted, (c) is duly qualified to do
business as a foreign corporation in each and every jurisdiction where such
qualification is necessary and where the failure to so qualify would have a
material adverse effect on its financial condition, business, operations, assets
or properties, and (d) has all requisite corporate power and authority to
execute and deliver, and perform all of its obligations under this Agreement,
the Notes, the Warrants and the Security Documents. True and complete copies of
the: (i) Certificates of Incorporation of each of the Borrowers, as amended and
restated to date, and (ii) By-Laws of each of the Borrowers, together with all
amendments thereto, have been furnished to the Lender.

      Section 3.03. Authorization. The execution, delivery and performance by
each of the Borrowers of their respective obligations under this Agreement, the
Notes, the Warrants, the Registration Rights Agreement and the Security
Documents have been duly authorized by all requisite corporate action and will
not, either prior to or as a result of the consummation of the Advances
contemplated by this Agreement: (a) violate any provision of Applicable Law, any
order of any court or other agency of government, any provision of the
Certificates of Incorporation or By-Laws of the Borrowers, or any Contract,
indenture, agreement or other instrument to which any of the Borrowers is a
party, or by which any of the Borrowers or any of their assets or properties are
bound, other than in agreements between the Company and DVI relating to the
creating of Liens or (b) be in conflict with, result in a breach of, or
constitute (after the giving of notice of lapse of time or both) a default
under, or, except as may be provided in this Agreement, result in the creation
or imposition of any Lien of any nature whatsoever upon any of the property or
assets of any of the Borrowers pursuant to, any such Contract, indenture,
agreement or other instrument. Except in respect of the filing of a Form 10-K
(including amendments thereto) and/or a Form 8-K or Form 10-Q under the
Securities Exchange Act of 1934, as amended, the Borrowers are not required to
obtain any Government Approval, consent or authorization from, or to file any
declaration or statement with, any governmental instrumentality or agency in
connection with or as a condition to the execution, delivery or performance of
any of this Agreement, the Notes, the Warrants or the Security Documents.

      Section 3.04. Litigation. Except as disclosed on Schedule "3.04" annexed
hereto, there is no action, suit or proceeding at law or in equity or by or
before any governmental instrumentality or other agency now pending or, to the
knowledge of the Borrowers, threatened against or


                                       15
<PAGE>

directly affecting the Borrowers or any of their respective assets, which, if
adversely determined, would have a Material Adverse Effect on any of such assets
or on the business, operations, properties, assets or condition, financial or
otherwise, of the Borrowers.

      Section 3.05. Material Contracts. Except as disclosed on Schedule "3.05"
annexed hereto, none of the Borrowers is a party to any Contract, agreement or
instrument or subject to any charter or other corporate restriction that could
have a Material Adverse Effect on the Business Operations, properties, assets or
operations of the Borrowers or is subject to any liability or obligation under
or relating to any collective bargaining agreement, or in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any Contract, agreement or instrument to which it is a
party or by which any of its assets or properties is bound, which default,
individually or in the aggregate, could have a Material Adverse Effect on
Borrower.

      Section 3.06. Title to Properties. The Borrowers have good and marketable
title to all of their respective properties and assets, free and clear of all
mortgages, security interests, restrictions, encumbrances or other Liens of any
kind, except for restrictions on the nature of use thereof imposed by Applicable
Law, and except for Existing Liens, none of which materially interfere with the
use and enjoyment of such properties and assets in the normal course of the
Business Operations as presently conducted, or materially impair the value of
such properties and assets for the purpose of such business.

      Section  3.07.  Real  Properties.  Each of the Borrowers is the record
fee owner or lessee  of all of the Real  Properties  owned or leased by such
Borrower, and:

      (a) All of the owned and leased real properties (other than real
properties under Immaterial Leases) will be owned or leased free and clear of
any and all mortgages, liens, charges, easements and encumbrances binding upon
any of the Borrowers, except for the Mortgages and the Lease Assignments, and
except for encumbrances or imperfections of title listed in Schedule "3.07"
annexed hereto or other related immaterial zoning, easements or other
restrictions of record, none of which shall: (i) be material in amount; (ii)
materially detract from the value of any of the Real Properties; (iii)
materially impair the use of any of the Real Properties in connection with the
Business Operations; or (iv) render title to any of the Real Properties
unmarketable or indefeasible;

      (b) Except as set forth in Schedule "3.07" annexed hereto, the Real
Properties and all buildings and improvements located thereon have been
constructed to have access, ingress, egress, water supply, storm and sanitary
sewage facilities, telephone, gas, electricity, fire protection, and, without
limitation, other required public utilities, which are adequate for the uses
thereof in the Borrowers' business; and all access, ingress and egress to and
from the Real Properties, and all utility connections thereto, are by public
streets and roads;

      (c) Except as set forth in Schedule "3.07" annexed hereto, all buildings
and improvements located on the Real Properties (including, without limitation,
the roofs, basements, appliances, the plumbing, heating and electric systems,
the cesspools and septic systems, if any, and the elevators, if any) are in good
working order, condition and repair (reasonable wear and


                                       16
<PAGE>


tear excepted) for the purposes currently used by the Borrowers, and, to the
Borrowers' knowledge, are maintained in accordance with Applicable Law in all
material respects; and, to the Borrowers' knowledge, no condition exists
pursuant to which any adjoining or other landowner may claim damage to such
landowner's property by reason of drainage from or any other condition existing
upon the Real Properties; and

      (d) Except as set forth in Schedule "3.07" annexed hereto, the use of the
Real Properties in and for the purposes of the Business Operations is in full
compliance with all building, zoning and other Applicable Law in all material
respects.

      Section 3.08. Machinery and Equipment. The machinery and equipment owned,
leased and/or otherwise used by the Borrowers is covered under the Security
Agreement and is, as to each individual material item of machinery and
equipment, and in the aggregate as to all such machinery and equipment, in good
and usable condition and in a state of good maintenance and repair (reasonable
wear and tear excepted), and adequate for its use in the Business Operations.

      Section 3.09. Capitalization. Except as set forth on Schedule "3.09"
annexed hereto, the Company has no Subsidiaries other than Schick New York.
Neither the Company nor Schick New York owns any capital stock, equity or assets
of any other corporation, form or entity, except for the Company's investment in
Photobit Corporation. Schedule "3.09" annexed hereto fully describes the
capitalization of Photobit Corporation and the nature of the Company's
investment therein.

      Section 3.10. Solvency. The Advances made and to be made by the Borrowers
under this Agreement, do not and will not render the Borrowers insolvent or with
unreasonably small capital for their business; value of all of the assets and
properties of the Borrowers do now, and will, upon the funding of the Advances
contemplated hereby, exceed the aggregate Liabilities and Indebtedness of the
Borrowers (including contingent liabilities); none of the Borrowers is
contemplating either the filing of a petition under any state or federal
bankruptcy or insolvency law, or the liquidation of all or any substantial
portion of its assets or property and the Borrowers have no knowledge of any
Person contemplating the filing of any such petition against the Borrowers.

      Section 3.11.  Patents,  Trademarks and Other  Intellectual  Property.
Schedule  "3.11"  annexed  hereto  correctly  sets  forth a list  and  brief
description of:

      (a) all patents, patent applications, copyright registrations and
applications, registered trade names, and trademark registrations and
applications, both domestic and foreign, which are presently owned, filed or
held by any of the Company, any Subsidiaries or any of their Affiliates (or any
of them), and/or any of the directors or officers of the Company, and which are
used in the Business Operations;

      (b) all material licenses, both domestic and foreign, which are owned or
controlled by any of the Company, any Subsidiaries or any of their Affiliates
(or any of them), and/or any of the directors or officers of the Company, and
which are used in the Business Operations; and



                                       17
<PAGE>


      (c) all material written franchises, licenses and/or similar arrangements
granted to any of the Company, any Subsidiaries or any of their Affiliates (or
any of them), and/or any of the directors or officers of the Company for the
benefit of the Business Operations, or granted to others by the Company for the
benefit of the Business Operations. All letters patent, patent applications,
copyright registrations and applications, registered trade names, trademark
registrations and applications, franchises, licenses and other arrangements set
forth in Schedule "3.11" are, except as otherwise provided by their terms and
conditions, assignable to the Lender, subject to the rights of the Senior
Lender(s), and do not, to the knowledge of any Borrower, infringe upon the
rights of others, and are not subject to any pending challenge except as set
forth in Schedule "3.11". To the best of the Borrower's knowledge, no product,
system or apparatus sold by Borrower infringes on any patent owned by others.

      Section 3.12. Full Disclosure. Except as set forth on Schedule "3.12"
annexed hereto, no statement of fact made by or on behalf of any of the
Borrowers in this Agreement, in any Security Document, or in any agreement,
certificate or schedule furnished to the Lender pursuant hereto (including,
without limitation, all registration statements, proxy materials and Forms 10-K,
10-Q, 8-K, and amendments thereto, for the fiscal period from July 1997 through
September 30, 1999, as filed with the SEC) contains or will contain any untrue
statement of a material fact, or omits or will omit to state any material fact
necessary to make any statements contained herein or therein not misleading.
Except for matters of a general economic or political nature which do not affect
the Borrower uniquely, there is no fact presently known to the Borrower which
has not been disclosed to the Lender, which materially adversely affects, or so
far as the Borrower can foresee, will materially adversely affect, their
property, business, operations or condition (financial or otherwise).

      Section  3.13.  No  Investment  Company.  None of the  Borrowers is an
"investment   company",   or  a  company   "controlled"  by  an  "investment
company",  as such terms are defined in the Investment  Company Act of 1940,
as amended.

      Section 3.14. Margin Securities. None of the Borrowers owns or has any
present intention of acquiring any "margin security" within the meaning of
Regulation G (12 CFR Part 207), or any "margin stock" within the meaning of
Regulation U (12 CFR Part 221), of the Board of Governors of the Federal Reserve
System (herein called "margin security" and "margin stock"). None of the
proceeds of the Line of Credit will be used, directly or indirectly, for the
purpose of purchasing or carrying, or for the purpose of reducing or retiring
any Indebtedness which was originally incurred to purchase or carry, any margin
security or margin stock or for any other purpose which might constitute the
transactions contemplated hereby a "purpose credit" within the meaning of said
Regulation G or Regulation U, or cause this Agreement to violate any other
regulation of the Board of Governors of the Federal Reserve System or the
Securities Exchange Act of 1934, as amended, or any rules or regulations
promulgated under such statutes.

      Section 3.15. Tax Returns. Except as otherwise set forth in footnotes to
the consolidated balance sheet of Borrowers as at September 30, 1999, and except
for any non-material misstatement of income tax obligations and except for any
returns currently on extension


                                       18
<PAGE>

pursuant to properly filed extension, the Borrowers have filed all federal,
state and local tax returns required to be filed by any of them and have paid or
made adequate provision (as reflected in the balance sheets described in Section
3.01 hereof) for the payment of all federal, state and local taxes, charges and
assessments.

      Section 3.16. ERISA. Except as set forth in Schedule "3.16" annexed
hereto, none of the Borrowers nor any ERISA Affiliate of any of the Borrowers
maintains or has any obligation to make any contributions to any pension, profit
sharing or other similar plan providing for deferred compensation to any
employee. With respect to any such plan(s) as may now exist or may hereafter be
established by the Borrowers or any ERISA Affiliate of any of the Borrowers, and
which constitutes an "employee pension benefit plan" within the meaning of
Section 3(2) of ERISA, except as set forth on Schedule "3.16": (a) the Borrowers
or the subject ERISA Affiliate have paid and shall cause to be paid when due all
amounts necessary to fund such plan(s) in accordance with its terms, (b) except
for normal premiums payable by the Borrowers to the Pension Benefit Guaranty
Corporation ("PBGC"), the Borrowers or the subject ERISA Affiliate have not
taken and shall not take any action which could result in any Liability to the
PBGC, or any of its successors or assigns, (c) the present value of all vested
accrued benefits thereunder shall not at any time exceed the value of the assets
of such plan(s) allocable to such vested accrued benefits, (d) there have not
been and there shall not be any transactions such as would cause the imposition
of any tax or penalty under Section 4975 of the Code or under Section 502 of
ERISA, which would adversely affect the funded benefits attributable to the
Borrowers or the subject ERISA Affiliate, (e) there has not been and there shall
not be any termination or partial termination thereof (other than a partial
termination resulting solely from a reduction in the number of employees of the
Borrowers or an ERISA Affiliate of the Borrowers, which reduction is not
anticipated by the Borrowers), and there has not been and there shall not be any
"reportable event" (as such term is defined in Section 4043(b) of ERISA) on or
after the effective date of Section 4043(b) of ERISA with respect to any such
plan(s) subject to Title IV of ERISA, (f) no "accumulated funding deficiency"
(as defined in Section 412 of the Code) has been or shall be incurred on or
after the effective date of Section 412 of the Code, (g) except as otherwise
reflected on Schedule "3.16" annexed hereto, such plan(s) have been and shall be
determined to be "qualified" within the meaning of Section 401(a) of the Code,
and have been and shall be duly administered in compliance with ERISA and the
Code, and (h) the Borrowers are not aware of any fact, event, condition or cause
which might adversely affect the qualified status thereof. As respects any
"multiemployer plan" (as such term is defined in Section 3(37) of ERISA) to
which any of the Borrowers or any ERISA Affiliate thereof has heretofore been,
is now, or may hereafter be required to make contributions, such Borrowers or
such ERISA Affiliate has made and shall make all required contributions thereto,
and there has not been and shall not be any "complete withdrawal" or "partial
withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of
ERISA) therefrom on the part of the Borrowers or such ERISA Affiliate.

      Section 3.17. Compliance with Laws. The Borrowers are in compliance in all
material respects with all occupational safety, health, wage and hour,
employment discrimination, environmental, flammability, labeling and other
Applicable Law which are material to their respective businesses and the
Business Operations, and the Borrowers are not aware of any state


                                       19
<PAGE>

of facts, events, conditions or occurrences which may now or hereafter
constitute or result in a violation of any of such Applicable Law, or which may
give rise to the assertion of any such violation, the effect of which could have
a material adverse effect on any Borrowers.

      Section 3.18. Licenses and Permits. Each of the Borrowers have all
federal, state and local licenses and permits required to be maintained in
connection with and material to the Business Operations (including all Food and
Drug Administration ("FDA") permits and licenses), and all such licenses and
permits are valid and in full force and effect.

      Section 3.19.  Environmental Laws.

      (a) Except as disclosed on Schedule "3.19" annexed hereto: (i) the
Borrowers have complied in all material respects with all Environmental Laws
relating to their respective businesses and properties, and (ii) there exists no
Hazardous Substances in or under any Existing Real Properties or storage tanks,
except those that are stored and used in compliance with Applicable Laws.

      (b) Except as disclosed in Schedule "3.19" annexed hereto, to the best of
the Borrowers' knowledge, there exist no past or present violations of
Environmental Laws which will result in a material adverse effect on the
business, operations, prospects, assets, property or condition (financial or
otherwise) of the Borrowers.

      (c) During the term of this Agreement, and for so long as any Loans remain
outstanding, the Borrower shall comply in all material respects with all
applicable Environmental Laws, and shall, in addition, promptly notify the
Lender of any and all claims, demands or Notices received under any
Environmental Laws and the Borrowers' response thereto.

      (d) As used in this Agreement, the following terms have the following
meanings:

      "Environmental Laws" include all federal, state, and local laws, rules,
regulations, ordinances, permits, orders, and consent decrees agreed to by the
Borrowers, relating to health, safety, and environmental matters applicable to
the business and property of the Borrowers. Such laws and regulations include
but are not limited to the Resource Conservation and Recovery Act ("RCRA"), 42
U.S.C. ss.6901 et seq., as amended; the New Jersey Environmental Cleanup and
Recovery Act ("ECRA"); the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA"), 42 U.S.C. ss.9601 et seq., as amended; the Toxic
Substances Control Act ("TSCA"), 15 U.S.C. ss.2601 et seq., as amended; and the
Clean Water Act, 33 U.S.C. ss.1331 et seq., as amended.

      "Hazardous  Substances",  "Release",  "Respond" and  "Response"  shall
have the meanings assigned to them in CERCLA, 42 U.S.C. ss.9601, as amended.

      "Notice" means any summons, citation, directive, information request,
notice of potential responsibility, notice of violation or deficiency, order,
claim, complaint, investigation, proceeding, judgment, letter, or other
communication, written or oral, actual or threatened, from the United States
Environmental Protection Agency or other federal, state, or local agency or

                                       20
<PAGE>

authority, or any other entity or individual, public or private, concerning any
intentional or unintentional act or omission which involves management of
Hazardous Substances on or off any real properties; the imposition of any lien
on any real properties, including but not limited to liens asserted by
government entities in connection with any Borrower's response to the presence
or Release of Hazardous Substances; and any alleged violation of or
responsibility under any Environmental Laws.

      Section 3.20. Reaffirmation. Each and every request by a Borrower for
Advances under Section 2.01 or Section 2.02 above shall constitute a
reaffirmation of the truth and accuracy in all material respects of the
Borrowers' representations and warranties hereunder and under the Security
Documents on and as of the date of such request.

      Section 3.21. Labor Relations; Compliance. None of the Borrowers has been
or is a party to any collective bargaining or other labor Contract. Except as
disclosed in Schedule "3.21" annexed hereto, there has not been, there is not
presently pending or existing, and there is not Threatened, (a) any strike,
slowdown, picketing, work stoppage, or employee grievance process, (b) any
Proceeding against or affecting any Borrower relating to the alleged violation
of any Applicable Law pertaining to labor relations or employment matters,
including any charge or complaint filed by an employee or union with the
National Labor Relations Board, the Equal Employment Opportunity Commission, or
any comparable Governmental Body, organizational activity, or other labor or
employment dispute against or affecting any of the Borrowers or their premises,
or (c) any application for certification of a collective bargaining agent. No
event has occurred or circumstance exists that could provide the basis for any
work stoppage or other labor dispute. There is no lock-out of any employees by
any Borrower, and no such action is contemplated by any Borrower. Each Borrower
has complied in all respects with all Applicable Law relating to employment,
equal employment opportunity, nondiscrimination, immigration, wages, hours,
benefits, collective bargaining, the payment of social security and similar
taxes, occupational safety and health, and plant closing. No Borrower is liable
for the payment of any compensation, damages, taxes, fines, penalties, or other
amounts, however designated, for failure to comply with any of the foregoing
Applicable Law.

      3.22. Insurance.

      (a) All polices to which any Borrower is a party or that provide coverage
to any Borrower, or any director or officer of a Borrower:

            (i)   are valid, outstanding, and enforceable;

            (ii) are issued by an insurer that is reasonably believed by
      Borrowers to be financially sound and reputable;

            (iii) taken together, provide adequate insurance coverage for the
      assets and the operations of the Borrowers for all risks to which the
      Borrowers are normally exposed;

                                       21
<PAGE>

            (iv) are sufficient for compliance with all Applicable Law and
      Contracts to which any Borrower is a party or by which any of them is
      bound;

            (v) will continue in full force and effect following the
      consummation of the execution, delivery of this Agreement, the warrants
      and the Security Documents; and

            (vi) do not provide for any retrospective premium adjustment or
      other experienced-based liability on the part of any Borrower.

      (b) Except as disclosed in Schedule "3.22" annexed hereto, no Borrower has
received (A) any refusal of coverage or any notice that a defense will be
afforded with reservation of rights, or (B) any notice of cancellation or any
other indication that any insurance policy is no longer in full force or effect
or will not be renewed or that the issuer of any policy is not willing or able
to perform its obligations thereunder.

      (c) The Borrowers have paid all premiums due, and have otherwise performed
all of their respective obligations, under each policy to which any Borrower is
a party or that provides coverage to any Borrower or director thereof.

      (d) The Borrowers have given notice to the insurer of all material claims
that may be insured thereby.

ARTICLE IV.       CONDITIONS OF MAKING THE ADVANCES

      The effectiveness of this Agreement, and the obligations of the Lender to
make any Advance hereunder, are subject to the following conditions precedent:

      Section 4.01. Representations and Warranties. The representations and
warranties set forth in Article III hereof shall be true and correct in all
material respects on and as of the Agreement Date, and on each subsequent date
that an Advance is to be made, provided, however, that for the purpose of
determining whether the representations and warranties are true and correct as
of the date that an Advance may be made, the Company shall have the right to
amend its disclosure schedules attached to this Agreement, provided, that the
Lender receives such amended disclosure schedules at least five (5) business
days prior to such Advance Analysis and is provided with the necessary
documentation and access to the Company to determine the effect of such
amendment.

      Section  4.02.   Loan   Documents.   The  Borrowers  shall  have  duly
executed and delivered to the Lender upon the  execution of this  Agreement,
all of the following:

      (a) All UCC Financing Statements, stock certificates and stock powers, and
other certificates and documents required thereunder;

      (b)   The Note;

      (c)    A certificate of the Secretary or an Assistant Secretary of each of
the Borrowers certifying the votes of the Boards of Directors of the Borrowers,
each authorizing and directing


                                       22
<PAGE>

the execution and delivery of this Agreement, the Notes, the Warrants, the
Security Agreement, and all further agreements, instruments, certificates and
other documents pursuant hereto and thereto;

      (d) A certificate of the Secretary or an Assistant Secretary of each of
the Borrowers certifying the names of the officers of each of the Borrowers who
are authorized to execute and deliver this Agreement, the Notes, the Warrants,
the Security Agreement, and all other agreements, instruments, certificates and
other documents to be delivered pursuant hereto and thereto, together with the
true signatures of such officers. The Lender may conclusively rely on such
certificate until they shall receive any further such certificate canceling or
amending the prior certificate and submitting the signatures of the officers
named in such further certificate;

      (e) Certificates of the Secretary of State of Delaware and New York, all
dated reasonably prior to the Agreement Date or the date of the Advance
Analysis, as applicable, stating that each Borrowers is duly incorporated and in
good standing in such jurisdiction and that Schick is qualified to do business
in New York;

      (f)   The Shareholders Agreement;

      (g)   The Security Agreement;

      (h)   The Registration Rights Agreement.

      Section 4.03. Restructuring Plan. The Borrowers shall have developed,
completed and commenced to implement a written plan (the "Restructuring Plan"),
the content of which shall be satisfactory to and approved and authorized by
both the Board of Directors of the Company and the Lender (which shall not be
unreasonably withheld or delayed). The Restructuring Plan shall include, without
limitation, matters involving (a) the consent and renegotiating of the existing
loan with the Borrowers' Senior Lender, (b) the hiring and retaining of outside
consultants, (c) procedures for dealing with significant vendors and payment of
any significant outstanding payables, (d) procedures for dealing with the
collection of accounts receivable, (e) the hiring of any new executive level
employees and (f) a detailed annual operating and capital budget approved by
Lender (which approval shall not be unreasonably withheld).

      Section 4.04. Board of Directors. The Greystone Designees shall (i) be
elected to the Boards of Directors of the Company and Schick New York and the
Company's Audit Committee and Compensation Committee, (ii) not have been removed
from such positions and (iii) if they resign from such positions shall promptly
be replaced by other individuals designated by the Lender as contemplated by
Section 5.14.

      Section 4.05.  RESERVED.

      Section  4.06.  The Initial  Warrants.  The Company  shall have issued
to the Lender the Initial Warrants.

                                       23
<PAGE>

      Section 4.07. Fairness Opinion. If deemed necessary by the Board of
Directors to the Company, the Company and the Lender shall have received an
opinion from an investment banking firm acceptable to the Company to the effect
that the Line of Credit, the issuance of the Warrants and other transactions
contemplated by this Agreement and the Exhibits hereto hereby are fair to the
stockholders of the Company from a financial point of view (the "Fairness
Opinion").

      Section 4.08.  Further  Matters.  All legal matters,  and the form and
substance  of  all  documents,  incident  to the  transactions  contemplated
hereby shall be satisfactory to counsel for the Lender.

      Section  4.09.  No  Default.  No  Default  or Event of  Default  shall
have occurred and continues to occur without being remedied.

      Section 4.10. Consent of Senior Lender. The written consent of DVI for the
creation of a security interest in the Collateral (the "DVI Consent") shall have
been received by the Borrowers and delivered to Lender.

      Section 4.11. Six Month Financial Statements. The Company shall have
delivered the unaudited consolidated financial statements (including
consolidated balance sheets, consolidated statements of income and consolidated
statements of cash flows) of the Company and its consolidated subsidiaries for
the six month periods ended on September 30, 1998 and 1999.

ARTICLE V.        AFFIRMATIVE COVENANTS

      The Borrowers hereby jointly and severally covenant and agree that, from
the date hereof and until all Obligations (whether now existing or hereafter
arising) have been paid in full and the Borrowers have no further right to
extension or funding under this Agreement, each of the Borrowers shall:

      Section 5.01. Corporate and Insurance. Do or cause to be done all things
necessary to at all times (a) other than mergers solely among Borrowers,
preserve, renew and keep in full force and effect its corporate existence,
rights, licenses, permits and franchises, (b) comply with this Agreement and
maintain and preserve the Lender's Liens and the priority thereof, (c) maintain,
preserve and protect all of its franchises and material trade names, and
preserve all of its material property used or useful in the conduct of its
business and keep the same in good repair, working order and condition
(reasonable wear and tear excepted), and from time to time make, or cause to be
made, all needed and proper repairs, renewals, replacements, betterments and
improvements thereto, so that the Business Operations carried on in connection
therewith may be properly and advantageously conducted at all times, (d) keep,
under the coverage of an "umbrella" policy or other form of coverage reasonably
acceptable to the Lender, its insurable properties adequately insured at all
times, by financially sound and reputable insurers reasonably acceptable to the
Lender, to such extent and against such risks, including fire and other risks
and casualty insured against by extended coverage, and maintain, as part of such
coverage, liability and such other insurance, as is customarily maintained by
companies engaged in similar businesses (including, without limitation, products
liability insurance), in amounts reasonably satisfactory to the Lender


                                       24
<PAGE>

and each Lender, all of which insurance policies shall name the Lender and each
Lender as loss payee and an additional insured as its interests appear, and
shall provide for the Lender and each Lender to receive written notice thereof
at least twenty (20) days prior to any cancellation, modification or non-renewal
of the subject policy, and (e) comply with all Applicable Law material to its
Business Operations, whether now in effect or hereafter enacted, promulgated or
issued.

      Section 5.02. Payment of Taxes. File, pay and discharge, or cause to be
paid and discharged, all taxes, assessments and governmental charges or levies
imposed upon the Borrowers or upon their income and profits or upon any of their
property (real, personal or mixed) or upon any part thereof, before the same
shall become in default, as well as all lawful claims for labor, materials,
supplies and otherwise, which, if unpaid when due, might become a Lien or charge
upon such property or any part thereof; provided, however, that the Borrowers
shall not be required to pay and discharge or cause to be paid and discharged
any such tax, assessment, charge, levy or claim (other than taxes and/or
assessments relating to real property or the use thereof) so long as (a) the
validity thereof shall be contested in good faith by appropriate proceedings and
the Borrowers shall have set aside on their books adequate reserves with respect
to any such tax, assessment, charge, levy or claim so contested, and (b) payment
with respect to any such tax, assessment, charge, levy or claim shall be made
before any of the Borrowers' property shall be seized or sold in satisfaction
thereof.

      Section 5.03.  Notice of  Proceedings.  Give prompt  written notice to
the Lender of:

      (a) Any proceedings instituted against any of the Borrowers in any federal
or state court or before any commission or other regulatory body, whether
federal, state or local, which, if adversely determined, could have a material
adverse effect upon such Borrower's business, operations, properties, assets or
condition, financial or otherwise;

      (b)   Changes in location of material assets; and

      (c) Material Adverse Effects or defaults to the Lender or the Senior
Lender.

      Section 5.04.  Periodic Reports.  Furnish to the Lender:

      (a) Within ninety (90) calendar days after the end of each Fiscal Year:
(i) consolidated balance sheets, statements of income, statements of
stockholders' equity, and statements of cash flows of the Borrowers, together
with footnotes and supporting schedules thereto, all certified by independent
certified public accountants selected by the Borrowers and reasonably acceptable
to the Lender (and commencing with Fiscal Year 2002 with the form of
certification to be without material qualification or otherwise satisfactory to
the Lender), showing the financial condition of the Borrowers at the close of
such Fiscal Year and the results of operations of the Borrowers during such
Fiscal Year; (ii) an unaudited consolidating balance sheet and statement of
income of each of the Borrowers, together with appropriate adjustments and
eliminations; and (iii) a schedule of all Contracts, capital contributions and
loan transactions between any Borrowers (on the one hand) and any other
Borrowers or any Subsidiary (on the other hand), including therein a schedule of
all cash capital contributions made by any Borrower


                                       25
<PAGE>

and all Indebtedness (including Indebtedness for Money borrowed) owed to any
Borrower by any other Borrower or any Subsidiary (hereinafter collectively
referred to as "Intercompany Investment(s)"), as at the end of such Fiscal Year;

      (b) Within forty-five (45) calendar days after the end of each fiscal
quarter: (i) unaudited consolidated and consolidating balance sheets and
statements of income of the Borrowers, together with supporting schedules
thereto, prepared by the Borrowers and certified by the Company's Chairman,
President or Chief Financial Officer, such balance sheets to be as of the close
of such fiscal quarter and such statements of income to be for the period from
the beginning of the then-current Fiscal Year to the end of such fiscal quarter,
together with comparative statements of income for the corresponding fiscal
quarter in the immediately preceding Fiscal Year, in each case subject to normal
audit and year-end adjustments which shall not be material; (ii) a schedule of
all Intercompany Investments (specifying therein, the respective obligors and
obligees) as at the end of such fiscal quarter; and (iii) a written calculation
of Excess Available Cash.

      (c) Concurrently with the delivery of each of the financial statements
required by Sections 5.04(a) and 5.04(b) above, a certificate (the "Compliance
Certificate") on behalf of the Borrowers (signed by the Chairman, Chief
Executive Officer, Chief Financial Officer or President of the Company, in
substantially the form annexed as Exhibit "F" to this Agreement, (i)
calculating, setting forth, and certifying as to the accuracy of the
calculations required under Sections 5.08 through 5.11 hereof, and (ii)
certifying that he has examined the provisions of this Agreement and that no
Event of Default has occurred and/or is continuing;

      (d) Such other supplemental financial information pertaining to the
Borrowers as the Lender may from time to time reasonably request (provided, that
as to items listed in clauses (iii) and (iv) below, not more frequently than
annually) including: (i) aging schedules of all accounts receivable and accounts
payable of the Borrowers as of the end of any one or more months, (ii) an
analysis of the Borrowers' inventory as at the end of any one or more months in
a form reasonably satisfactory to the requesting Lender, (iii) within thirty
(30) days after the commencement of each Fiscal Year, a consolidated Capital
Expenditure budget and a separate consolidated research and development
expenditure budget of the Borrowers for such Fiscal Year showing the nature and
amount of the proposed Capital Expenditures and proposed research and
development expenditures; and within ninety (90) days after the end of each
Fiscal Year, updated reports showing the actual Capital Expenditures and actual
research and development expenditures for such immediately preceding Fiscal
Year; and (iv) within thirty (30) days after the commencement of each Fiscal
Year, a consolidated cash flow and profit and loss projection of the Borrowers
for such Fiscal Year;

      (e) Within ten (10) days after filing with the SEC, true and complete
copies of all registration statements, proxy materials and other periodic
reports (including Forms 10-K, 10-Q, 8-K and other related forms) filed on
behalf of any or all of the Borrowers or any Subsidiary with the SEC under the
Securities Act of 1933, as amended, and/or the Securities Exchange Act of 1934,
as amended; and

                                       26
<PAGE>

      (f) Promptly, from time to time, such other information regarding the
Borrowers' operations, assets, business, affairs and financial condition, as the
Lender may reasonably request.

      Section 5.05. Books and Records; Inspection. Maintain at its corporate
headquarters books and records respecting all of the Business Operations at the
Borrowers' principal places of business, and permit Lenders or representatives
of the Lender to inspect, at any time during normal business hours, upon
reasonable notice, and without undue disruption of the Business Operations, all
of the Borrowers' various books and records, and to make copies, abstracts
and/or reproductions thereof.

      Section  5.06.   Notice  of  Default  or  Material   Adverse   Effect.
Promptly  advise the Lender in writing of: (a) any Material  Adverse Effect;
or (b) the existence or occurrence of any Default or Event of Default.

      Section  5.07.  Accounting.  Maintain a standard  system of accounting
in order to permit the preparation of consolidated  financial  statements in
accordance with GAAP.

      Section  5.08.  Current  Ratio.  Beginning  in March  2001,  as at the
end of each Fiscal Year, maintain a Current Ratio of not less than 1 to 1.

      Section 5.09.  Interest  Coverage  Ratio.  Beginning in March 2002, as
at the end of each Fiscal Year,  maintain an Interest  Coverage Ratio of not
less than 1.50 to 1.

      Section  5.10.  EBITDA.  As at the end of each Fiscal  Year,  maintain
an EBITDA  at not less  than the  minimum  amount  set forth  below for such
date:

      Fiscal Year Ending                   Minimum EBITDA
      ------------------                   --------------
      March 31, 2001                                  0

      March 31, 2002                             $2,500,000

      March 31, 2003                             $5,000,000

      March 31, 2004                             $7,500,000

      Section 5.11.  RESERVED.

      Section 5.12. Reports on Application of the Net Proceeds of Advances. The
Borrowers shall furnish to the Lender at (a) each regularly scheduled meeting of
the Board of Directors of the Company, and (b) on a quarterly basis on each
Interest Payment Date, a written report as to the application of the net
proceeds of all Advances, if any, made in the immediately preceding calendar
quarter.

      Section 5.13. Further Deliveries. Exert its best efforts to obtain and
deliver to the Lender any and all further consents, including landlord's and/or
lessee's consents and estoppel

                                       27
<PAGE>

certificates in respect of the Lease Assignments, certificates of occupancy, and
other relevant matters, to the extent that the same have not previously been
delivered, are not available for delivery, or are not delivered to the Lender in
accordance with this Agreement and the Security Documents, and which subsequent
deliveries are expressly consented to in writing by Lender.

      Section 5.14.  Board of Directors of the Company and Subsidiaries.

      (a) Take all requisite corporate actions to cause the Boards of Directors
of each of the Borrowers to elect two additional persons designated by the
Lender (collectively, the "Initial Greystone Designees") to the Board of
Directors of the Company and each of its subsidiaries.

      (b) Take all requisite corporate actions to cause an additional person
designated by the Lender ("Subsequent Greystone Designee" and together with the
Initial Greystone Designees the "Greystone Designees") to be elected to the
Boards of Directors of the Borrowers in accordance with the following formula:

      Greystone Designees = Schick Seats / (1-Greystone %) - Schick Seats

provided, that, unless the Lender has Advanced to Borrowers pursuant to this
Agreement more than a maximum level of advances of $6,000,000, the number of
Greystone Designees shall not equal less than two directors or more than 50% of
each Board of Directors and provided that the number Greystone Designees shall
be rounded to the closest integer. If the Lender Advances more than a maximum
level of Advances of $6,000,000 to the Borrowers pursuant to this Agreement,
Greystone Designees shall equal the Schick Seats plus one. As used in this
Section, "Schick Seats" shall mean the total number of seats occupied on the
Board of Directors excluding those seats occupied by Greystone Designees; and
"Greystone %" shall mean the number of Warrants issued to Greystone, Jeffrey
Slovin or any other designee of Greystone under this Agreement, together with
the number of shares held by Greystone as the result of exercising its Warrants
hereunder divided by the number of Borrowers' shares which are issued and
outstanding, together with the number of Warrants issued to Greystone or any
other designee of Greystone under this Agreement. Schedule 5.14 annexed hereto
sets forth a tabular application of the formula contained in this Section.

      (c) From and after the Agreement Date, fill vacancies created by death or
inability of any of the Greystone Designees to continue to serve on the Board of
Directors of the Company and its Subsidiaries, by another person designated by
the Lender.

      (d) Take all requisite corporate actions to cause one person designated by
the Lender to serve on both the Company's Audit Committee and its Compensation
Committee.

      Section 5.15. Environmental Response. In the event of any discharge,
spill, injection, escape, emission, disposal, leak or other Release of Hazardous
Substances on any Real Property owned or leased by any of the Borrowers, which
is not authorized by a permit or other approval issued by the appropriate
governmental agencies, and which requires notification to or the filing of any
report with any federal or state governmental agency, the Borrowers shall
promptly: (i) notify the Lender; and (ii) comply with the notice requirements of
the Environmental Protection


                                       28
<PAGE>

Agency and applicable state agencies, and take all steps necessary to promptly
clean up such discharge, spill, injection, escape, emission, disposal, leak or
other Release in accordance with all applicable Environmental Laws and the
Federal National Contingency Plan, and, if required, receive a certification
from all applicable state agencies or the Environmental Protection Agency, that
such Real Property has been cleaned up to the satisfaction of such agency(ies).
In addition, if applicable, the Borrower shall promptly register with the New
Jersey Department of Environmental Protection any underground storage tanks
installed after the Agreement Date pursuant to the applicable regulations
contained in the New Jersey Underground Storage Tank Act, N.J.S.A. 58: 10A-21,
et seq.

      Section 5.16. Management. Cause David Schick, to continue to be employed
as Chief Executive Officer of the Company at the pleasure of the Board of
Directors pursuant to the terms of an employment agreement to be executed by and
between Borrowers and David Schick, as attached hereto as Exhibit "E" except in
the event of death or disability.

      Section 5.17. Right of First Refusal. In the event and to the extent that
the Company shall elect to (i) raise any additional capital through any public
or private offer and sale of any of its equity securities (an "Equity
Offering"), or the Company hereby agrees to grant to the Lender the right and
option (the "Right of First Refusal"), but not the obligation, to purchase any
such equity securities of the Company (the "Equity Securities"). Such Right of
First Refusal shall be implemented in accordance with the following procedures:

      (a) The Company shall give the Lender not less than twenty (20) Business
Days prior written notice of any intention by the Company to consummate any
Equity Offering. Within five (5) Business Days following receipt of such notice,
the Lender shall notify the Company, in writing, as to whether the Lender has an
interest in purchasing the Equity Securities being offered for sale. If the
Lender expresses an affirmative interest, the Company and the Lender shall
thereafter promptly meet and attempt to negotiate in good faith the terms and
conditions of the Lender's purchase of the Equity Securities. In the event that
the parties are unable to agree upon the terms and conditions of such
transaction by the earlier to occur of (i) fifteen (15) Business Days from the
Company's notice, or (ii) ten (10) Business Days from the initial meeting with
respect to such proposed transaction, then the Company shall be free to sell the
Equity Securities to any third party, subject, however, to the rights of the
Lender set forth in Section 5.17(b) below. Nothing herein shall prevent the
Company, at any time, from entering into negotiations with any third parties
concerning or relating to the sale of Equity Securities provided that a
Greystone representative shall be permitted to attend any such negotiations.

      (b) In the event and to the extent that the Company shall receive a
written offer or proposal from any Person (whether or not Affiliated with the
Company) (a "Third Party") to purchase or sell any Equity Securities in a
proposed Equity Offering (the "Third Party Proposal"), the Company shall
promptly furnish to the Lender a true and complete copy of such Third Party
Proposal. Such Third Party Proposal for Equity Offerings must be in the form
either (i) a letter of intent, (ii) a Final Term Sheet or (iii) a Registration
Statement filed with the Securities and Exchange Commission. The Lender shall
have a period of ten (10) Business Days from receipt of such Third Party
Proposal to notify the Company in writing as to whether the

                                       29
<PAGE>

Lender intends to match the terms of such Third Party Proposal. If such Third
Party Proposal is from a proposed underwriter or agent seeking to sell the
Equity Securities, the Lender may, at its sole option, elect to match the Third
Party Proposal by purchasing the Equity Securities, at a price per share which
shall be net of all selling commissions, discounts and other offering expenses.
To the extent that there shall be any material amendments or modifications to
such Third Party Proposal, the Company shall promptly forward to the Lender a
complete copy of each such amended Third Party Proposal, and the twenty (20)
Business Day period in which the Lender may match such amended Third Party
Proposal shall again commence upon delivery to the Lender of such amended Third
Party Proposal(s).

      (c) In the event that the Lender shall notify the Company of its
unwillingness to match the terms of any final Third Party Proposal, or shall
fail to timely notify the Company of its intention to so match such final Third
Party Proposal, the Lender's Right of First Refusal with respect to such Third
Party Proposal shall expire.

      Section 5.18. Employee Options. Take all requisite corporate action
reasonably within its control to cause the shareholders to vote at the first
annual meeting of Shareholders of the Company that takes place after the
Agreement Date to either increase the number of shares available under the
Company's 1996 Employee Stock Option Plan or to establish a new stock option
plan to authorize the issuance of options to purchase an aggregate of 750,000
shares of Common Stock.

      Section 5.19.     Registration  Rights.  Shall  register the shares of
Schick   Common   Stock   underlying   the   Warrants  as  provided  in  the
Registration   Rights   Agreement  and  shall  not  be  in  breach  of  such
Registration Rights Agreement.

      Section 5.20.     Intellectual Property.

      (a) Borrower agrees to timely pay any and all maintenance, renewal,
annuity fees and the like to the appropriate governmental entity in order to
keep all of its intellectual property in full force and effect.

      (b) Borrower agrees to bring any action or legal proceeding as may
reasonably be necessary in order to defend its intellectual property against
third party infringers thereof of which it has knowledge.

      Section 5.21. Disclosure. The Company will promptly inform the Greystone
Designees of all developments with regard to the pendency of any investigation
or litigation respecting either the Borrowers or their officers or directors.
The Greystone Designees will determine in their own business judgment whether to
relay such information to other Greystone employees.

      Section 5.22. Restructuring Plan. The Borrowers shall update and amend the
Restructuring Plan including the detailed budgets contained therein, once every
six months, provided that the content thereof shall be satisfactory to and
approved and authorized by both the Board of Directors of the Company and the
Lender (which shall not be unreasonably withheld).

                                       30
<PAGE>

Upon such approval and authorization the Borrowers shall diligently implement
the Restructuring Plan.

ARTICLE VI.       NEGATIVE COVENANTS

      The Borrowers jointly and severally covenant and agree that, until all
Obligations (whether now existing or hereafter arising) have been paid in full
and the Borrowers have no further right to extension or funding under this
Agreement, unless the Lender shall otherwise consent in writing, none of the
Borrowers shall, directly or indirectly:

      Section 6.01.  Indebtedness and Liabilities.  Incur,  create,  assume,
become or be liable in any manner with  respect to, or permit to exist,  any
Indebtedness or Liability, other than:

      (a)   Indebtedness to the Lender for Advances, or otherwise;

      (b) Indebtedness and Liabilities with respect to trade obligations,
accounts payable and other normal accruals incurred in the ordinary course of
business, or with respect to which any of the Borrowers is contesting in good
faith the amount or validity thereof by appropriate proceedings, and then only
to the extent that the Borrowers have set aside on their books adequate reserves
therefor;

      (c) Indebtedness under those Real Property Leases listed on Schedule
"3.07" annexed hereto;

      (d) Indebtedness under Existing Operating Leases listed on Schedule "3.05"
annexed hereto;

      (e) Existing Indebtedness, but only to the extent set forth on Schedule
"6.01(e)" annexed hereto;

      (f) Purchase money Indebtedness or other Indebtedness incurred or assumed
in connection with Investments (including the acquisition of additional assets
or businesses) and Capital Expenditures made following the Agreement Date;
provided, however, that: (i) the Borrowers shall, in connection with the
incurrence of any and all such Indebtedness, be in compliance with the
provisions of Section 6.06(c) and Section 6.09 hereof; and (ii) to the extent
that the Borrowers shall elect to incur Indebtedness for money borrowed (other
than purchase money Indebtedness) from any financial institution in connection
with any permitted Investment contemplated by Section 6.06(c) hereof, they shall
afford the Lender a right of first refusal to provide the financing therefor;
provided, that the terms and conditions of any such financing which the Lender
may (at their sole discretion) elect to offer shall be on terms and conditions
which, in the aggregate, shall be no less favorable to the Borrowers than those
offered by any other financial institution;

      (g) Intercompany Investments which are represented by instruments that are
promptly delivered (with all necessary endorsements thereon) to the Lender
pursuant to the Security Agreement; and

                                       31
<PAGE>

      (h) Subordinated Debt in such amounts and upon such terms and conditions
as shall be reasonably acceptable to the Lender.

      Section  6.02.  Liens.  Create,  incur,  assume or suffer to exist any
Lien or other  encumbrance  of any nature  whatsoever  on any of its assets,
now or hereafter owned, other than:

      (a) Subject to Section 5.02 above, Liens securing the payment of taxes
which are either not yet due or the validity of which is being contested in good
faith by appropriate proceedings, and as to which the Borrowers shall have set
aside on their books adequate reserves;

      (b) Deposits under workers' compensation, unemployment insurance and
social security laws, or to secure the performance of bids, tenders, contracts
(other than for the repayment of Money Borrowed) or leases, or to secure
statutory obligations or surety or appeal bonds, or to secure indemnity,
performance or other similar bonds in the ordinary course of business;

      (c) Liens imposed by law, such as carriers', warehousemen's or mechanics'
liens, incurred by the Borrowers in good faith in the ordinary course of
business and discharged promptly after same are incurred, and fully bonded Liens
arising out of a judgment or award against the Borrowers with respect to which
the Borrowers shall currently be prosecuting an appeal, a stay of execution
pending such appeal having been secured;

      (d)   Liens in favor of the Lender;

      (e) Existing Liens which are to survive the Agreement Date and which are
expressly reflected and described as such in Schedule "6.02(e)" annexed hereto;

      (f) Other Liens incurred in connection with Indebtedness expressly
permitted pursuant to Section 6.01 above, but only to the extent that such Liens
secure Indebtedness in amounts not in excess of those permitted by such Section
6.01;

      (g) Encumbrances consisting of easements, rights-of-way, survey exceptions
and other similar restrictions on the use of real property reflected on title
reports accepted by the Lender, or minor irregularities in title thereto which
do not materially impair the use of such property in the operation of the
business of the Borrowers; and

      (h) Liens arising out of judgments or awards with respect to which the
Borrowers shall be prosecuting an appeal in good faith and in respect of which a
stay of execution shall have been or is being sought.

      Section 6.03. Guarantees. Except for the Guarantee by any one of the
Borrowers of obligations of any of the other Borrower, Guarantee, endorse or
otherwise in any manner become or be responsible for obligations of any other
Person, except: Guarantees, not to exceed $100,000 outstanding at any point in
time in the aggregate, in respect of the financing of automobiles or other items
for use by employees, consultants or agents of the Borrowers.

                                       32
<PAGE>

      Section 6.04. Sales of Assets and Management. (a) Sell, lease, transfer,
encumber or otherwise dispose of any of the Borrowers' properties, assets,
rights, licenses or franchises other than (i) sales of inventories in the
ordinary course of business, (ii) licenses, joint ventures and related
transactions entered into, modified or terminated in the ordinary course of
business, including but not limited to the licensing of Borrowers' intellectual
property; (iii) the disposition of obsolete personal properties in the ordinary
course of business, (iv) the termination of Excluded Contracts, or (v) the
subletting of any of the real property leased by Borrowers or (b) turn over the
management of, or enter into any management contract with respect to the
Business Operations or such properties, assets, rights, licenses or franchises.

      Section 6.05. Sale-Leaseback. Enter into any arrangement, directly or
indirectly, with any Person whereby any of the Borrowers shall sell or transfer
any property (real, personal or mixed) used in the Business Operations, whether
now owned or hereafter acquired, and thereafter rent or lease such property.

      Section 6.06. Investments; Acquisitions. Make any Investment in, or
otherwise acquire or hold securities (including, without limitation, capital
stock and evidences of indebtedness) of, or make loans or advances to, or enter
into any arrangement for the purpose of providing funds or credit to, any other
Person (including any Affiliate), except:

      (a) advances to employees of any one or more of the Borrower: (i) for
business expenses not to exceed at any time $50,000 in the aggregate, and (ii)
for personal needs not to exceed at any time $100,000 in the aggregate as to all
employees of the Borrower;

      (b) investments in obligations of the United States or certificates of
deposit of the Lender or other commercial banks, or other similar investments
reasonably satisfactory to the Lender;

      (c) so long as no Default or Event of Default has occurred and is
continuing, an Investment in or acquisition of the securities, assets or
properties of any Person in which: (i) the aggregate consideration paid or
payable by any or all of the Borrowers (whether in the form of cash, notes
and/or any other securities obligating any of the Borrowers to mandatory
payments of dividends, Interest Expense or other redemption obligations) does
not exceed Three Hundred Thousand ($300,000) Dollars in any one Fiscal Year; and
(ii) the aggregate Indebtedness for money borrowed (including purchase money
Indebtedness incurred in connection with any such Investment) does not exceed
One Hundred Fifty Thousand ($150,000) Dollars in any one Fiscal Year; and

      (d) intercompany investments, but only if and to the extent evidenced by
appropriate instruments (including, without limitation, in respect of
Indebtedness, negotiable promissory notes in principal amount equal to any and
all such Intercompany Investments so incurred), all of which shall be promptly
delivered (with all necessary endorsements thereon) to the Lender pursuant to
the Security Agreement.

      Section 6.07. Corporate Form; Acquisitions. Dissolve or liquidate, or
consolidate or merge with or into, sell all or substantially all of the assets
of any of the Borrowers to, or


                                       33
<PAGE>

otherwise acquire all or substantially all of the securities, assets or
properties of, any other Person; provided, that any such transaction shall be
permitted without the prior written consent of the Lender: (a) if solely between
or among Borrowers, or (b) if constituting an acquisition or Investment
otherwise permitted and within the dollar consideration and Indebtedness
limitations provided in Section 6.06(c) above.

      Section 6.08. Dividends and Redemptions. Except for a transaction
otherwise permitted pursuant to Section 6.06(c) above, or (subject to the
provisions of Section 6.16 below) dividends paid or declared by any one or more
Borrowers to any other Borrower(s): (a) directly or indirectly declare or pay
any dividends, or make any distribution of cash or property, or both (other than
dividends solely in the form of Common Stock of the Company), to any Person in
respect of any of the shares of the capital stock of any of the Borrowers; or
(b) directly or indirectly redeem, purchase or otherwise acquire for
consideration any securities or shares of the capital stock of any of the
Borrower or any other Person.

      Section 6.09. Indebtedness for Capital Expenditures. Other than
Indebtedness to the Lender, as contemplated by this Agreement: (a) incur
Indebtedness (including purchase money Indebtedness) in connection with Capital
Expenditures in any Fiscal Year, including direct purchases and/or Capitalized
Lease Obligations (other than Existing Capitalized Lease Obligations or
substitutes therefor at the same or lower annual rentals), for fixed assets or
personal property, where the aggregate Indebtedness (including purchase money
Indebtedness) so incurred shall exceed $250,000 in such Fiscal Year; or (b)
enter into any Operating Leases which obligates the Borrowers to rental payments
in any Fiscal Year which shall be $150,000, in the aggregate, in excess of the
Borrowers' aggregate rental payments under Operating Leases in the immediately
preceding Fiscal Year, provided, however, that the Borrower shall be permitted
to exercise its option to renew the Company's real property leases on its
facilities in Long Island City, New York.

      Section 6.10. Change of Business. As to any of the Borrowers, directly or
indirectly: (a) engage in a business materially different from the general
nature of the Business Operations as now being conducted or as same may
hereafter be reasonably expanded from time to time in like areas of business, or
(b) wind up its Business Operations or cease substantially all of its normal
Business Operations for a period in excess of thirty (30) consecutive days, or
(c) suffer any material disruption, interruption or discontinuance of a material
portion of its normal Business Operations for a period in excess of ninety (90)
consecutive days, or (d) materially amend or terminate any material agreement.

      Section 6.11. Receivables. Sell, assign, discount or dispose in any way of
any accounts receivable, promissory notes or trade acceptances held by any of
the Borrowers with or without recourse, except for any sale, assignment,
discounting or disposal of any such accounts receivable, promissory notes or
trade acceptances in connection with efforts to collect same (including
endorsements) in the ordinary course of business.

                                       34
<PAGE>

      Section  6.12.   Corporate  Charter  and  By-Laws.   Agree,   consent,
permit or  otherwise  undertake to amend any of the terms or  provisions  of
the Company's Certificate of Incorporation or By-Laws.

      Section 6.13. Affiliate Transactions. Enter into any Contract, agreement
or transaction with any Affiliate of any of the Borrowers (other than among
Borrowers) except after prior written notice to the Lender and then only upon
the prior written consent of the Lender.

      Section 6.14.  Fiscal Year.  Amend its Fiscal Year.

      Section 6.15. Debt. Issue, prepay, redeem or purchase any Senior Debt,
Subordinated Debt or redeemable preferred stock, except in accordance with the
terms of the Restructuring Plan. Furthermore, subject to the provisions of
Section 6.16 and Section 6.17 below, the Company or any Subsidiary may redeem or
purchase capital stock of any other Subsidiary which is a Borrower, if and to
the extent wholly-owned by the Company or another Subsidiary.

      Section 6.16. Sales of Capital Stock. Sell, lease, transfer, assign,
encumber or otherwise dispose of any shares of capital stock (collectively, a
"Stock Transfer") of the Company or any Subsidiary, except that stock options to
employees of the Company may be granted and exercised pursuant to existing stock
option plans of the Company.

      Section 6.17.     Compensation  of Management.  Increase  compensation
to executive  officers  above the amount that has been agreed upon by Lender
and the Company's Compensation Committee.

      Section 6.18. Litigation Settlements. Settle any material litigation which
involves the loss of any rights or payment of any moneys or royalties in excess
of $25,000 without the consent of Lender, which consent shall not be
unreasonably withheld or delayed.

      Section 6.19.     Use  of   Advances.   Draw  any   Advances  for  any
purpose not otherwise approved by the Lender.

      Section 6.20.     Restructuring  Plan.  Fail to  materially  adhere to
the  Restructuring  Plan, as amended from time to time,  pursuant to Section
5.22 hereof.

ARTICLE VII.      DEFAULTS

      Section  7.01.  Events of  Default.  Each of the  following  events is
herein,  and in the Note and the Security  Documents,  sometimes referred to
as an Event of Default:

      (a) if any representation or warranty made in this Agreement, or in any of
the Security Documents, or in any report, certificate, financial statement or
other instrument furnished in connection with this Agreement or the borrowing
hereunder, shall be false, inaccurate or misleading in any material respect when
made or when deemed made hereunder;

      (b) any failure to pay principal of or interest on the Note or any other
Obligations of the Borrowers to the Lender when the same shall be due and
payable, whether on a Principal


                                       35
<PAGE>

Payment Date, an Interest Payment Date, at the Maturity Date thereof or at a
date required for prepayment or by acceleration or otherwise;

      (c) any default in the performance of any of the financial covenants
contained in Section 5.08 through Section 5.10, or any default in the due
observance or performance of any covenant, condition or agreement contained in
any Section of Article VI hereof;

      (d) any default in the due observance or performance of any covenant,
condition or agreement (other than in Section 5.08 through Section 5.10) to be
observed or performed under Article V hereof, or otherwise pursuant to the terms
hereof, and the continuance of such default unremedied for a period of twenty
(20) days after written notice thereof to the Borrowers;

      (e) if either of the Borrowers have suffered any Material Adverse Effect
which shall remain unremedied for a period of thirty (30) days after written
notice thereof to the Borrowers;

      (f) any default with respect to any Indebtedness for money borrowed of the
Borrowers (other than to the Lender) in an amount in excess of $50,000, if the
effect of such default is to permit the holder to accelerate the maturity of any
such Indebtedness for money borrowed or to cause such Indebtedness for money
borrowed to become due prior to the stated maturity thereof;

      (g) any material default in the due observance or performance of any
covenant, condition or agreement on the part of the Borrowers to be observed or
performed under the Note, the Warrants or any of the Security Documents,
including, without limitation, any event which subordinates or otherwise renders
invalid or unenforceable the Lender's first Liens, encumbrances and security
interests on the assets and properties of the Borrowers (subject only to the
Permitted Liens) and the continuation of such default beyond any applicable
grace period provided therein;

      (h) if any Borrower shall: (i) apply for or consent to the appointment of
a receiver, trustee, custodian or liquidator of it or any of its properties,
(ii) admit in writing its inability to pay its debts as they mature, (iii) make
a general assignment for the benefit of creditors, (iv) be adjudicated a
bankrupt or insolvent or be the subject of an order for relief under Title 11 of
the United States Code, or (v) file a voluntary petition in bankruptcy, or a
petition or an answer seeking reorganization or an arrangement with creditors or
to take advantage of any bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute, or an answer admitting the
material allegations of a petition filed against him or it in any proceeding
under any such law, or (vi) take or permit to be taken any action in furtherance
of or for the purpose of effecting any of the foregoing;

      (i) if any order, judgment or decree shall be entered, without the
application, approval or consent of the Borrowers, by any court of competent
jurisdiction, approving a petition seeking reorganization of any Borrowers, or
appointing a receiver, trustee, custodian or liquidator of any Borrowers, or of
all or any substantial part of its assets, and such order, judgment or decree
shall continue unstayed and in effect for any period of thirty (30) days;

                                       36
<PAGE>

      (j) if final judgment(s) for the payment of money in excess of $25,000
individually or $100,000 in the aggregate shall be rendered against any
Borrowers, and the same shall remain undischarged, unsatisfied and unbonded for
a period of thirty (30) consecutive days following notice of said final
judgment(s) to such Borrowers, during which execution shall not be effectively
stayed;

      (k) the occurrence of any levy upon or seizure or attachment of any
property of any Borrowers having an aggregate fair value in excess of $100,000
individually or $250,000 in the aggregate, which levy, seizure or attachment
shall not be set aside, bonded or discharged within thirty (30) days after the
date thereof;

      (l) if the Greystone Designees are removed without good cause from or are
not elected or reelected to the Boards of Directors of the Borrowers or the
people designated by the Lender to serve on the Company's Audit Committee or
Compensation Committee have been removed without good cause from such committee
and no person designated by Greystone has been elected to replace such director
or committee member;

      (m) if the Borrowers do not receive the DVI Consent by February 15, 2000;
or

      (n) if prior to February 15, 2000, the Lenders shall have not received
either (i) a Fairness Opinion pursuant to Section 4.07 or (ii) a written waiver
of such Fairness Opinion from the Company.

      Section 7.02. Remedies. Upon the occurrence of any Event of Default, and
at all times thereafter during the continuance thereof: (a) the Note, and any
and all other Obligations of the Borrowers to the Lender, shall, at the Lender's
option (except in the case of Sections 7.01(g) and 7.01(h) hereof, the
occurrence of which shall automatically effect acceleration, regardless of any
action or forbearance in respect of any prior or ongoing Default or Event of
Default which may be inconsistent with such automatic acceleration), become
immediately due and payable, both as to principal, interest and other charges,
without presentment, demand, or notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the Note or other evidence of
such Obligations to the contrary notwithstanding, (b) all outstanding
Obligations under the Note, and all other outstanding Obligations, shall bear
interest at the default rate of interest provided in the Note, (c) the Lender
may file suit against the Borrowers on the Note and/or seek specific performance
or injunctive relief thereunder (whether or not a remedy exists at law or is
adequate), (d) the Lender shall not be obligated to make any further Advances,
and (e) the Lender shall have the right, in accordance with the Note and the
Security Documents, to exercise any and all remedies in respect of such or all
of the collateral security for the Obligations as the Lender may determine in
its discretion (without any requirement of marshaling of assets, or other such
requirement).

ARTICLE VIII.     PARTICIPATING LENDERS; ASSIGNMENT.

      Section 8.01. Participations. Anything in this Agreement to the contrary
notwithstanding, the Lender may, at any time and from time to time, without the
requirement of any consent of the Borrowers, and without in any manner affecting
or impairing the validity of

                                       37
<PAGE>

any Obligations or any collateral security therefor, transfer, assign or grant
participating interests in the Loan as the Lender shall in its sole discretion
determine, to such other Persons (the "Participants") as the Lender may
determine. The Lender shall give written notice to the Borrowers of such
Participations. Notwithstanding the granting of any such participating
interests: (a) the Borrowers shall look solely to the Lender for all purposes of
this Agreement and the transactions contemplated hereby, (b) the Borrowers shall
at all times have the right to rely upon any waivers or consents signed by the
Lender as being binding upon all of the Participants, and (c) all communications
in respect of this Agreement and such transactions shall remain solely between
the Borrowers and the Lender hereunder.

      Section 8.02. Transfer. Anything in this Agreement to the contrary
notwithstanding, the Lender may, at any time and from time to time, without the
requirement of any consent of the Borrowers, and without in any manner affecting
or impairing the validity of any Obligations or any collateral security
therefor, transfer and assign all or any portion of its right to receive payment
or foreclose on its security interest provided for in this Agreement, the Note
and the Security Documents to any Person (an "Assignee Lender"). The Lender
shall give written notice to the Borrowers prior to making any such transfer or
assignment.

ARTICLE IX.       MISCELLANEOUS

      Section 9.01. Survival. This Agreement and all covenants, agreements,
representations and warranties made herein and in the certificates delivered
pursuant hereto, shall survive the making by the Lender of the Advances, and the
execution and delivery to the Lender of the Note, and shall continue in full
force and effect for so long as the Note or any other Obligations of the
Borrowers to the Lender are outstanding and unpaid. Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and permitted assigns of such party; and all covenants,
promises and agreements in this Agreement contained, by or on behalf of the
Borrowers, shall inure to the benefit of the successors and assigns of the
Lender.

      Section 9.02. Indemnification. The Borrowers shall indemnify the Lender
and its directors, officers, employees, attorneys and lenders against, and shall
hold the Lender and such Persons harmless from, any and all losses, claims,
damages and liabilities and related expenses, including reasonable counsel fees
and expenses, incurred by the Lender or any such Person arising out of, in any
way connected with, or as a result of: (a) the Borrowers' use of any of the
proceeds of the Loan made by the Lender to the Borrowers; (b) this Agreement,
the Borrowers' ownership and operation of the Borrowers' assets, including all
real properties and improvements or any Contract, the performance by the
Borrowers or any other Person of their respective obligations thereunder, and
the consummation of the transactions contemplated by this Agreement; and/or (c)
any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not the Lender or its directors, officers, employees,
attorneys or Lenders are a party thereto; provided that the indemnity provisions
set forth in this Section 9.02 shall not apply to any such losses, claims,
damages, liabilities or related expenses arising from (i) any unexcused breach
by the Lender of any of its obligations under this Agreement, (ii) the willful
misconduct or gross negligence of the Lender, provided that any such loss,
claim, damage,

                                       38
<PAGE>

liability or expense has resulted from the willful misconduct or gross
negligence of the Lender and further provided, that such willful misconduct or
gross negligence was the primary cause thereof (i.e., more than 50% of the
causation), or (iii) the breach of any commitment or legal obligation of the
Lender to any Person. The foregoing indemnity shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated by this Agreement, the repayment
of the Loan, the invalidity or unenforceability of any term or provision of this
Agreement, the Security Documents or the Note, any investigation made by or on
behalf of the Lender, and the content or accuracy of any representation or
warranty made by the Borrowers or their Affiliates under this Agreement. All
amounts due under this Section 9.02 shall be payable on written demand therefor.

      Section 9.03. Governing Law. This Agreement, the Note, the Warrants and
the Security Documents shall (irrespective of where same are executed and
delivered) be governed by and construed in accordance with the laws of the State
of New York (without giving effect to principles of conflicts of laws).

      Section 9.04. Waiver and Amendment. Neither any modification or waiver of
any provision of this Agreement, the Note, the Warrants or the Security
Documents, nor any consent to any departure by the Borrowers therefrom, shall in
any event be effective unless the same shall be set forth in writing duly signed
or acknowledged by the Lender and the Borrowers, and then such waiver or consent
shall be effective only in the specific instance, and for the specific purpose,
for which given. No notice to or demand on the Borrowers in any instance shall
entitle the Borrowers to any other or future notice or demand in the same,
similar or other circumstances.

      Section 9.05. Reservation of Remedies. Neither any failure nor any delay
on the part of any of the parties hereto in exercising any right, power or
privilege hereunder, or under the Note, any of the Security Documents, or any
other instrument given as security for any of the Obligations, shall operate as
a waiver thereof, nor shall a single or partial exercise thereof preclude any
other or future exercise, or the exercise of any other right, power or
privilege.

      Section 9.06. Notices. All notices, requests, demands and other
communications under or in respect of this Agreement or any transactions
hereunder shall be in writing (which may include telegraphic or telecopied
communication) and shall be personally delivered or mailed (by prepaid
registered or certified mail, return receipt requested), sent by prepaid
recognized overnight courier service, or telegraphed or telecopied by facsimile
transmission to the applicable party at its address or telecopier number
indicated below.

            If to the Lender:

                  c/o Greystone & Co., Inc.
                  152 West 57th Street, 60th Floor
                  New York, New York 10019
                  Attn: Stephen Rosenberg
                  Telecopier # (212) 649-9701

                                       39
<PAGE>

            with a copy to:

                  Greenberg Traurig
                  2005 Market Street
                  Philadelphia, PA 19103
                  Attn:  Michael Lehr
                  Telecopier # (215) 988-7801

            If to the Borrowers:

                  Schick Technologies, Inc.
                  31-00 47th Avenue
                  Long Island City, New York 11101
                  Attn:  David Schick
                  Telecopier # (718) 729-3469

            with a copy to:

                  Schick Technologies, Inc.
                  31-00 47th Avenue
                  Long Island City, New York  11101
                  Attn:  Zvi Raskin, Esq.
                  Telecopier # (718) 937-5962

or, as to each party, at such other address or telecopier number as shall be
designated by such party in a written notice to the other parties delivered as
aforesaid. All such notices, requests, demands and other communications shall be
deemed given when personally delivered or when deposited in the mails with
postage prepaid (by registered or certified mail, return receipt requested) or
delivered to the telegraph company or overnight courier service, addressed as
aforesaid, or when submitted by facsimile transmission to a telecopier number
designated by such addressee.

      Section 9.07. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the Borrowers and the Lender and their respective
successors and permitted assigns, except that the Borrowers shall not assign any
of its rights or obligations hereunder without the prior written consent of the
Lender.

      Section 9.08. Consent to Jurisdiction; Waiver of Jury Trial. The parties
hereto hereby consent to the jurisdiction of all courts of the State of New York
and the United States District Court for the Southern District of New York, as
well as to the jurisdiction of all courts from which an appeal may be properly
taken from such courts, for the purpose of any suit, action or other proceeding
arising out of or with respect to this Agreement, the Note, the Warrants, the
Security Documents, any other agreements, instruments, certificates or other
documents executed in connection herewith or therewith, or any of the
transactions contemplated hereby or thereby, or any of the parties' obligations
hereunder or thereunder. The parties hereto hereby expressly waive any and all
objections which they may have as to venue in any of such courts, and also


                                       40
<PAGE>

waive trial by jury in any such suit, action or proceeding. The Lender or
Borrowers may file a copy of this Agreement as evidence of the foregoing waiver
of right to jury trial.

      Section 9.09. Severability. If any provision of this Agreement is held
invalid or unenforceable, either in its entirety or by virtue of its scope or
application to given circumstances, such provision shall thereupon be deemed
modified only to the extent necessary to render same valid, or not applicable to
given circumstances, or excised from this Agreement, as the situation may
require, and this Agreement shall be construed and enforced as if such provision
had been included herein as so modified in scope or application, or had not been
included herein, as the case may be.

      Section  9.10.  Captions.  The Article  and  Section  headings in this
Agreement are included  herein for  convenience of reference only, and shall
not affect the  construction  or  interpretation  of any  provision  of this
Agreement.

      Section 9.11. Sole and Entire Agreement. This Agreement, the Note, the
Security Documents, and the other agreements, instruments, certificates and
documents referred to or described herein and therein constitute the sole and
entire agreement and understanding between the parties hereto as to the subject
matter hereof, and supersede all prior discussions, agreements and
understandings of every kind and nature between the parties as to such subject
matter.

            [THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]





                                       41
<PAGE>




      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers on the date set forth below, but
all as of the day and year first above written.

Dated:  As of December 27, 1999

                                      GREYSTONE FUNDING CORPORATION


                                      By:/s/ Robert Barolak
                                         -------------------------
                                             Robert Barolak



                                      SCHICK TECHNOLOGIES, INC., a Delaware
                                      corporation


                                      By: /s/ David Schick
                                          ------------------------
                                          David S. Schick
                                          Chief Executive Officer

                                      SCHICK   TECHNOLOGIES, INC., a New York
                                      corporation


                                      By: /s/ David Schick
                                          ------------------------
                                          David S. Schick
                                          Chief Executive Officer




                                       42
<PAGE>




STATE OF NEW YORK    )
                     )  ss:
COUNTY OF NEW YORK   )

      On the 23rd day of December 1999, personally appeared before me Robert R.
Barolak, of Greystone Funding Corporation who acknowledged that he is the Vice
President of Greystone Funding Corporation and that said instrument was signed
by him on behalf of said entity by due authority.


                                    ------------------------------------
                                    Notary Public

My Commission Expires:

- ------------------------





                                       43
<PAGE>




STATE OF NEW YORK )
                        )  ss:
COUNTY OF NEW YORK      )

      On the 23rd day of December 1999, personally appeared before me David
Schick, who acknowledged that he is the Chief Executive Officer of Schick
Technologies, Inc., a Delaware corporation, and that said instrument was signed
by him on behalf of said corporation by due authority.


                                    ------------------------------------
                                    Notary Public

My Commission Expires:

- ------------------------



                                       44
<PAGE>



STATE OF NEW YORK )
                        )  ss:
COUNTY OF NEW YORK      )

      On the 23rd day of December 1999, personally appeared before me David
Schick, who acknowledged that he is the Chief Executive Officer of Schick
Technologies, Inc., a New York corporation, and that said instrument was signed
by him on behalf of said corporation by due authority.


                                    ------------------------------------
                                    Notary Public

My Commission Expires:

- ------------------------





                                       45
<PAGE>
                                                                     EXHIBIT B

                        WARRANT TO PURCHASE SHARES OF
                  COMMON STOCK OF SCHICK TECHNOLOGIES, INC.

                                                             December 27, 1999
                                                    Long Island City, New York

      THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS
AMENDED (THE  "SECURITIES  ACT") AND SUCH SECURITIES MAY NOT BE SOLD,  OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION
STATEMENT  UNDER  THE  SECURITIES  ACT OR AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                     VOID AFTER 5:00 P.M., NEW YORK TIME
                             ON DECEMBER 27, 2006

      THIS CERTIFIES THAT for value received,  GREYSTONE FUNDING  CORPORATION,
a Virginia  corporation  ("Greystone"),  or their registered permitted assigns
(together  with  Greystone,   hereinafter  collectively  referred  to  as  the
"Holder"),  may  subscribe  for  and  purchase,   subject  to  the  terms  and
conditions  hereof,  from SCHICK  TECHNOLOGIES,  INC., a Delaware  corporation
(the "Company"),  two million eight hundred fifty thousand  (2,850,000) shares
of Common  Stock of the  Company,  par value  $0.01  per  share  (the  "Common
Stock"),  at any time during the period (the "Exercise Period")  commencing at
9:00 a.m.  New York Time on  December  27,  1999 (the  "Effective  Date")  and
ending at 5:00 p.m.  New York Time,  on  December  27,  2006,  a date which is
seven  (7)  years  from the  Effective  Date (the  "Expiration  Date"),  at an
exercise  price which shall be equal to  seventy-five  ($0.75) cents per share
of Common Stock (the "Exercise  Price").  The number of shares of Common Stock
issuable upon exercise of this Warrant,  the Exercise  Price,  and the kind of
securities  issuable  upon  exercise  of this  Warrant,  shall be  subject  to
adjustment  from time to time upon the  occurrence  of  certain  events as set
forth  below.  The  shares of Common  Stock  issuable  upon  exercise  of this
Warrant,  as adjusted from time to time, is sometimes  referred to hereinafter
as "Warrant Shares."

     1.            EXERCISE  PRICE  AND  EXPIRATION.  (a) This  Warrant  may be
exercised  in  whole  or in  part  on  any  Business  Day  (as  such  term  is
hereinafter  defined) at any time during the Exercise Period upon surrender to
the  Company,  at its  address  for  notices  set  forth in  Section 8 of this
Warrant (or at such other office of the Company,  if any, or such other office
of the Company's duly authorized agent for such purpose,  as may be maintained
by the Company for such  purpose and so  designated  by the Company by written
notice to the Holder prior to such  exercise),  together  with the  following:
(i) a duly  completed  and  executed  Notice of Warrant  Exercise  in the form
annexed  hereto,  and (ii) payment of the full Exercise Price for this Warrant
or the portion thereof then being  exercised.  This Warrant and all rights and
options  hereunder  shall expire on, and shall be immediately  wholly null and
void  to the  extent  the  Warrant  is not  properly  exercised  prior  to the
Expiration  Date. As used in this Warrant the term  "Business  Day" shall mean
the time period  between 9:00 a.m.  New York,  New York Time and 5:00 p.m. New
York, New York Time on any day other than any Saturday,  Sunday,  or any other
day on which  commercial  banks in New  York,  New  York are  required  or are
authorized by law to close.


                                       1
<PAGE>


            (b)  Such  Exercise  Price  shall be paid in  lawful  money of the
United  States of  America  by bank  cashier's  check or by wire  transfer  of
immediately  available  funds to such account as shall have been designated in
writing  by the  Company  to the  Holder  from  time  to  time.  In  addition,
Greystone  may pay the  Exercise  Price by  forgiving  all or a portion of the
amount  outstanding on the line of credit extended by Greystone to the Company
so that  Greystone  shall be deemed to have paid the  Company  one  dollar for
every  dollar  of  the  amount  outstanding  on  the  line  of  credit  it has
forgiven.  In lieu of paying such Exercise  Price in cash,  the Holder of this
Warrant  may elect to  exercise  certain  "cashless"  exercise  rights on each
occasion he or it elects to exercise this Warrant.  Such  "cashless"  exercise
shall be elected by the Holder's  indicating  on the Notice of Exercise to the
Company of his or its  intention to exercise such  cashless  exercise  rights.
The number of shares of Common  Stock  issuable to the Holder of this  Warrant
upon any such "cashless" exercise shall be calculated as follows:

                  (i)   The number of Warrant  Shares  issuable  upon any full
or partial  exercise of this Warrant (the "Subject  Warrant  Shares") shall be
multiplied  by the Exercise  Price then in effect.  The product  thereof shall
be deemed to be the "Exercise Cost."

                  (ii)  The Subject  Warrant Shares shall be multiplied by the
closing  price of the Company's  Common  Stock,  as traded on The Nasdaq Stock
Exchange,  the OTC Bulletin  Board or any other national  securities  exchange
and as reported by  Bloomberg's,  on the date that Notice of Exercise shall be
given  by the  Holder  of the  Warrant  (the  "Subject  Closing  Price").  The
product thereof shall be deemed to be the "Exercise Value."

                  (iii) The  Exercise  Value  shall  be  subtracted  from  the
Exercise Cost and the positive  result  thereof,  if any,  shall be deemed the
"Profit."

                  (iv)  The  Company  shall  issue  that  number  of shares of
Common  Stock as shall be  determined  by  dividing  the Profit by the Subject
Closing Price.

            (c) Upon the  Holder's  surrender  of the  Warrant  and payment of
the Exercise  Price or cashless  exercise  election,  as set forth above,  the
Company  shall  promptly  issue  and  cause to be  delivered  to the  Holder a
certificate  or  certificates  for the total  number of whole shares of Common
Stock  for  which  this  Warrant  is then so  exercised,  as the  case  may be
(adjusted to reflect the effect of the anti-dilution  provisions  contained in
Section 2 of this Warrant,  if any) in such denominations as are requested for
delivery  to  the  Holder,  and  the  Company  shall  thereupon  deliver  such
certificates  to the  Holder.  The Holder  shall be deemed to be the Holder of


                                       2
<PAGE>


record  of  the  shares  of  Common  Stock   issuable   upon  such   exercise,
notwithstanding  that the stock  transfer  books of the Company  shall then be
closed or that  certificates  representing  such shares of Common  Stock shall
not then be actually  delivered  to the Holder.  If, at the time this  Warrant
is exercised,  a registration  statement  under the Securities Act is not then
in effect to register under said  Securities  Act the Warrant Shares  issuable
upon exercise of this Warrant  (together with any applicable  state securities
law  registrations),   the  Company  may  require  the  Holder  to  make  such
representations,  and may place such legends on certificates  representing the
Warrant  Shares,  as may be  reasonably  required in the opinion of counsel to
the  Company  to  permit  the  Warrant   Shares  to  be  issued  without  such
registration,  unless the Company  receives  an opinion of counsel  reasonably
satisfactory  to counsel to the Company to the effect that said securities may
be freely traded without registration under the Securities Act.

            (d) If the Holder  shall  exercise  this  Warrant  with respect to
less than all of the  Warrant  Shares  that may then be  purchased  under this
Warrant,  having  taken into account any prior  exercise of the  Warrant,  the
Company shall promptly  execute and deliver to the Holder a new warrant in the
form of this Warrant for the balance of such Warrant Shares.

      2.    CERTAIN ANTI-DILUTION ADJUSTMENTS.

            (a)   If  the  Company   shall  (i)  pay  a  dividend  or  make  a
distribution  generally  to all or  substantially  all  holder  of  shares  of
Company  Common Stock in the form of additional  shares of Common Stock,  (ii)
subdivide or split or reverse split or consolidate the  outstanding  shares of
Common  Stock  into a larger or  smaller  number of  shares,  (iii)  effect an
increase or decrease in the number of issued and outstanding  shares of Common
Stock without  consideration,  or (iv) effect a  recapitalization  which shall
reclassify the outstanding  shares of Common Stock into one or more classes of
Common  Stock,  then the  number  of  shares of  Common  Stock  issuable  upon
exercise  of this  Warrant  and the  Exercise  Price  shall be  equitably  and
proportionately  adjusted  immediately  following  the  occurrence of any such
event,  and the Holder of record of this Warrant  shall be given notice of the
same  at  such  Holder's  address  in the  Company's  books  and  records.  An
adjustment  made pursuant to this Section shall become  effective  immediately
after  the  record  date  in  the  case  of a  dividend  or  distribution  and
immediately  after the  effective  date in the case of a  subdivision,  split,
combination  or  reclassification;  provided,  if such  record date shall have
been fixed and such dividend is not fully paid or if such  distribution is not
fully made on the date fixed therefor,  the exercise price shall be recomputed
accordingly  as of the close of business  on such  record date and  thereafter
such  exercise  price in effect shall be as adjusted  pursuant to this Section
as of the time of actual payment of such dividend or distribution.

            (b)   In case the  Company  shall  issue  shares of  Common  Stock
("Additional  Shares") or in case the Company shall issue  rights,  options or
warrants to purchase shares of Common Stock or securities  convertible into or
exchangeable  for Common  Stock,  in any case at a Price Per Share (as defined
in paragraph (c) below) or, where no cash payment is paid,  for  consideration
having a  reasonable  value  which is lower  than the  Exercise  Price then in
effect  (the  "Trigger  Price"),   the  number  of  Warrant  Shares  hereafter
purchasable  upon  the  exercise  of  this  Warrant  shall  be  determined  by
multiplying  the  number  of  Warrant  Shares  theretofore   purchasable  upon
exercise of this Warrant by the following fraction:


                                       3
<PAGE>


      (A)(i)      The   number  of  shares   of   Common   Stock   outstanding
      immediately  prior to the issuance of such Additional  Shares or rights,
      options,  warrants or  convertible  securities,  plus (ii) the number of
      Additional  Shares  actually  subscribed for and purchased and shares of
      Common  Stock  issuable  upon  conversion  or exercise  of such  rights,
      options, warrants, or convertible securities, divided by

      (B)(i)      The   number  of  shares   of   Common   Stock   outstanding
      immediately  prior to  issuance  of such  Additional  Shares or  rights,
      options,  warrants  or  convertible  securities  plus (ii) the number of
      shares of Common  Stock  which the  aggregate  Proceeds  (as  defined in
      paragraph  (c)  below)  received  by the  Company  upon the sale of such
      Additional  Shares or exercise or  conversion  of such rights,  options,
      warrants and convertible securities would purchase at the Trigger Price.

      Such  adjustment  shall  be  made  whenever  such  Additional  Shares  or
rights,  options,  warrants or  convertible  securities  are issued,  and shall
become  effective on the date of  distribution  retroactive  to the record date
for  the  determination  of  stockholders  entitled  to  receive  such  rights,
options or warrants.

            (a)  For  purposes of this  Section 2, "Price Per Share" shall be
defined and determined according to the following formula:

                    R
            P  =  ---------------
                    N

            where

            P     =     Price Per Share,

            R     =     the  "Proceeds"  received or receivable by the Company
            which  (i) in the case of  shares  of  Common  Stock is the  total
            amount received or receivable by the Company in consideration  for
            the sale and issuance of such shares;  (ii) in the case of rights,
            options or warrants to subscribe for or purchase  shares of Common
            Stock  or  of  securities  convertible  into  or  exchangeable  or
            exercisable  for  shares of  Common  Stock,  is the  total  amount
            received or  receivable  by the Company in  consideration  for the
            sale  and   issuance  of  such   rights,   options,   warrants  or
            convertible or  exchangeable or exercisable  securities,  plus the
            minimum aggregate amount of additional  consideration,  other than
            the  surrender of such  convertible  or  exchangeable  securities,
            payable to the  Company  upon  exercise,  conversion  or  exchange
            thereof;  and (iii) in the case of rights,  options or warrants to
            subscribe  for  or  purchase   convertible  or   exchangeable   or
            exercisable   securities,   is  the  total   amount   received  or
            receivable  by the  Company  in  consideration  for the  sale  and
            issuance of such  rights,  options or  warrants,  plus the minimum
            aggregate  amount  of  additional  consideration  other  than  the
            surrender of such convertible or exchangeable securities,  payable
            upon the exercise,  conversion or exchange of such rights, options


                                       4
<PAGE>


            or  warrants  and upon the  conversion  or exchange or exercise of
            the  convertible  or   exchangeable  or  exercisable   securities;
            provided that in each case the proceeds  received or receivable by
            the Company shall be deemed to be the gross cash proceeds  without
            deducting  therefrom any compensation  paid or discount allowed in
            the sale,  underwriting  or purchase  thereof by  underwriters  or
            dealers  or other  performing  similar  services  or any  expenses
            incurred in connection therewith,

            and

            N     =     the  "Number  of  Shares,"  which  (i) in the  case of
            Common Stock is the number of shares  issued;  (ii) in the case of
            rights,  options or warrants to subscribe  for or purchase  shares
            of Common Stock or of securities  convertible into or exchangeable
            or exercisable  for shares of Common Stock,  is the maximum number
            of  shares of  Common  Stock  initially  issuable  upon  exercise,
            conversion or exchange  thereof;  and (iii) in the case of rights,
            options or warrants to subscribe  for or purchase  convertible  or
            exchangeable or exercisable  securities,  is the maximum number of
            shares  of  Common  Stock  initially   issuable  upon  conversion,
            exchange  or  exercise  of  the   convertible,   exchangeable   or
            exercisable  securities issuable upon the exercise of such rights,
            options or warrants.

            If the  Company  shall  issue  shares of Common  Stock or  rights,
options,  warrants or convertible or  exchangeable  or exercisable  securities
for a  consideration  consisting,  in whole or in part,  of  property or other
items other than cash,  the amount of such  consideration  shall be determined
in good faith by the  majority  vote of the Board of  Directors of the Company
whose  determination  shall be  conclusive  and binding upon the  Holder(s) of
this Warrant.

            (b)  Whenever the number of Warrant Shares  purchasable  upon the
exercise of this Warrant is adjusted,  as herein provided,  the Exercise Price
payable upon  exercise of this Warrant shall be adjusted by  multiplying  such
Exercise Price  immediately  prior to such adjustment by a fraction,  of which
the  numerator  shall be the number of  Warrant  Shares  purchasable  upon the
exercise of this Warrant  immediately  prior to such adjustment,  and of which
the denominator shall be the number of Warrant Shares purchasable  immediately
thereafter.

            (c)  No  adjustment in the number of Warrant  Shares  purchasable
hereunder  shall  be  required  unless  such  adjustment  would  result  in an
increase  or  decrease of at least one  percent  (1%) of the  Exercise  Price;
provided that any  adjustments  which by reason of this  paragraph (c) are not
required  to be made shall be carried  forward  and taken into  account in any
subsequent  adjustment.  All calculations shall be made to the nearest cent or
to the nearest one-thousandth of a share, as the case may be.

            (d)  No  adjustment in the number of Warrant  Shares  purchasable
upon the exercise of this Warrant need be made under  paragraph  (b) or (c) if
the Company  issues or  distributes  to the holder of this Warrant the shares,
rights,  options,  warrants or  convertible  or  exchangeable  securities,  or
evidences of indebtedness or assets referred to in those  paragraphs which the


                                       5
<PAGE>


holder of this  Warrant  would have been  entitled to receive had this Warrant
been  exercised  prior to the  happening of such event or the record date with
respect  thereto.  In no event shall the Company be required or  obligated  to
make  any  such  distribution  otherwise  than  in  its  sole  discretion.  No
adjustment in the number of Warrant  shares  purchasable  upon the exercise of
this Warrant  need be made for sales of Common Stock  pursuant to a Subsidiary
Company plan for  reinvestment  of dividends or interest.  No adjustment  need
be made for a change in the par value of the Common Stock.

            (e)  In the event that at any time,  as a result of an adjustment
made pursuant to paragraph (a) above,  the holder of this Warrant shall become
entitled  to  purchase  any  securities  of the  Company  other than shares of
Common Stock,  thereafter the number of such other shares so purchasable  upon
exercise  of this  Warrant  and the  Exercise  Price of such  shares  shall be
subject  to  adjustment  from time to time in a manner  and on terms as nearly
equivalent  as  practicable  to the  provisions  with  respect to the  Warrant
Shares contained in paragraphs (a) through (d), inclusive, above.

      3.    REORGANIZATION AND ASSET SALES.

      If any capital  reorganization or  reclassification of the capital stock
of the  Company,  or any  consolidation  or merger of the Company with another
corporation,  or the sale of all or substantially  all of the capital stock of
the Company to another  corporation,  or the sale of all or substantially  all
of the assets or  properties of the Company to another  corporation,  shall be
effected  in such a manner so that  Holder of Company  Common  Stock  shall be
entitled  to  receive  stock,  securities  or  assets  with  respect  to or in
exchange for Company  Common  Stock,  then,  and in such event,  the following
provisions shall apply:

      (a)   Not more  than 45 or less than 15 days  prior to the  consummation
      of any such reorganization,  reclassification,  consolidation, merger or
      sale (collectively,  "Reorganization  Transactions"),  the Company shall
      notify the Holder of the  Reorganization  Transaction  (at the same time
      notice of same shall be made  generally  available to the other  Holders
      of  Company  Common  Stock),  describing  in such  notice in  reasonable
      detail  the  terms  of the  Reorganization  Transaction  and the  stock,
      securities  or assets to be received  with respect to or in exchange for
      Common  Stock of the  Company.  In the event the  Holder  exercise  this
      Warrant not more than 45 or less than 15 days prior to the  consummation
      of the  Reorganization  Transaction,  such  Holder  shall be entitled to
      receive  stock,  securities or assets with respect to or in exchange for
      Common Stock (collectively,  "Reorganization Consideration") on the same
      basis as the other Holder of Company Common Stock  participating  in the
      Reorganization  Transaction as if such Holder had  previously  exercised
      this  Warrant and held such  number of Warrant  Shares to which they are
      entitled based on the Exercise Price.

      (b)   The Company shall not effect any such  Reorganization  Transaction
      unless  prior to or  simultaneous  with the  consummation  thereof,  the
      successor  corporation (if other than the Company)  resulting  therefrom
      shall assume by written  instrument  executed and made  available to the
      Holder at the last  address of the Holder  appearing on the books of the


                                       6
<PAGE>


      Company,  the  obligation to deliver to the Holder such shares of stock,
      securities or assets,  as, in accordance with the foregoing  provisions,
      the Holder may be  entitled to  receive,  any and all other  liabilities
      and  obligations  of the Company  hereunder.  In the event the Holder of
      this Warrant  shall not exercise  the Warrant  prior to or  simultaneous
      with consummation of the Reorganization  Transaction,  such Holder shall
      be  entitled  to  receive  a warrant  to  purchase  Common  Stock in the
      successor  corporation  (if  other  than  the  Company)  which  shall be
      appropriately  adjusted as to exercise price, number of shares which may
      be purchased  thereunder and other terms, so as to equitably reflect the
      Reorganization  Transaction  and  entitle  the Holder to  purchase  that
      number  of  shares  of  Common  Stock  of  the   successor   corporation
      equivalent  in value to the  consideration  that such Holder  would have
      received  had Holder  exercised  this  Warrant  immediately  prior to or
      simultaneously  with such Reorganization  Transaction.  In the event the
      successor  corporation  (if other than the Company)  resulting  from the
      Reorganization  Transaction  shall be a  privately-held  company and the
      Reorganization Consideration,  in part or in whole, shall be in the form
      of securities for which there is no readily  ascertainable  market value
      by virtue of not being  traded on any national  market or exchange,  the
      Company  shall not effect  any such  Reorganization  Transaction  unless
      prior to or simultaneous  with the consummation  thereof,  the successor
      corporation  shall  agree  by  written  instrument   executed  and  made
      available to the Holder at the last  address of the Holder  appearing on
      the books of the Company to pay to the Holder a cash  amount  equivalent
      in value to the  difference  between  the  Exercise  Price  and the Fair
      Market  Value  multiplied  by the  number of  Warrant  Shares  that such
      Holder  would  have  received  had the  Holder  exercised  this  Warrant
      immediately  prior  to  or  simultaneously   with  such   Reorganization
      Transaction.

      (c)   If a purchase,  tender or exchange  offer is made to and  accepted
      by a holder of more than fifty (50%) percent of the  outstanding  shares
      of  Common  Stock  of the  Company,  the  Company  shall,  prior  to the
      consummation  of any  consolidation,  merger  or  sale  to or  with  the
      person,  firm or corporation  having made such offer or any affiliate of
      such  person,  firm  or  corporation,   give  the  Holder  a  reasonable
      opportunity  of not  less  than 10 days to  elect  to  receive  upon the
      exercise of this  Warrant,  either the stock,  securities or assets then
      issuable  with  respect to the Common Stock of the Company or the stock,
      securities or assets,  or the  equivalent,  issued to previous Holder of
      the Common Stock in  accordance  with such  purchase  tender or exchange
      offer.

      4.    NOTICE OF ADJUSTMENT.

      Whenever the Exercise  Price and the number of Warrant  Shares  issuable
upon the exercise of this  Warrant  shall be adjusted as herein  provided,  or
the  rights of the Holder  shall  change by reason of other  events  specified
herein,  the Company shall compute the adjusted  Exercise Price and the number
of adjusted Warrant Shares in accordance with the provisions  hereof and shall
prepare  a  certificate  signed  by  its  Chief  Executive  Officer,   or  its
President,  or  its  Chief  Financial  Officer,  setting  forth  the  adjusted
Exercise  Price and the adjusted  number of Warrant  Shares  issuable upon the
exercise of this Warrant or specifying the other shares of stock,  securities,
or assets  receivable  as a result of such  changes in rights,  and showing in


                                       7
<PAGE>


reasonable  detail the facts and  calculations  upon which such adjustments or
other  changes are based.  The Company  shall cause to be mailed to the Holder
copies of such officer's  certificate  together with a notice stating that the
Exercise Price and the number of Warrant Shares  purchasable  upon exercise of
this Warrant have been adjusted and setting forth the adjusted  Exercise Price
and the adjusted  number of Warrant  Shares  purchasable  upon the exercise of
this Warrant.

      5.    CERTAIN REPRESENTATIONS OF THE COMPANY.

      Throughout the Exercise Period,  the Company has (i) all requisite power
and  authority  to  issue  this  Warrant  and the  Warrant  Shares,  and  (ii)
sufficient  authorized and unissued  shares of Common Stock to permit exercise
of this Warrant.

      6.    CERTAIN COVENANTS OF THE COMPANY.

      (a)   The Company  shall take such steps as are  necessary  to cause the
Company to continue  to have  sufficient  authorized  and  unissued  shares of
Common Stock reserved in order to permit the exercise of the  unexercised  and
unexpired portion of this Warrant, if any.

      (b)   The Company  covenants  and agrees that all Warrant  Shares issued
upon the due exercise of this Warrant will,  upon issuance in accordance  with
the  terms  hereof,  be  duly  authorized,  validly  issued,  fully  paid  and
non-assessable and free and clear of all taxes, liens,  charges,  and security
interests created by the Company with respect to the issuance thereof.

      (c)   The  Company  will  pay  all  documentary  stamp  taxes,  if  any,
attributable  to the initial  issuance of Warrant  Shares upon the exercise of
this Warrant;  provided, that the Company shall not be required to pay any tax
which may be payable in respect of any transfer  involved in the issue of this
Warrant or of any  certificates  for Warrant  Shares in a name other than that
of the Holder upon the exercise of this Warrant,  and the Company shall not be
required to issue or deliver such  certificates  unless or until the person or
persons  requesting  the issuance  thereof  shall have paid to the Company the
amount of such tax,  or shall  have  established  to the  satisfaction  of the
Company that such tax has been paid.

      (d)   The Company  covenants and agrees that if it fails (i) to register
the Warrant Shares as provided in the Registration  Rights  Agreement  between
the Holder and the Company,  dated of even date herewith, or (ii) to issue the
shares of Common  Stock  upon the proper  exercise  of the  Warrant,  then the
Holder may  immediately  commence an action for  specific  performance  and/or
damages.

      7.    NO SHAREHOLDER  RIGHTS.  No Holder of this Warrant shall, as such,
be entitled to vote or be deemed the holder of Common  Stock or any other kind
of  securities  of  the  Company,  nor  shall  anything  contained  herein  be
construed  to  confer  upon the  Holder  the  rights of a  shareholder  of the
Company or the right to vote for the  election of directors or upon any matter
submitted to shareholders at any meeting thereof,  or give or withhold consent
to any  corporate  action or to receive  notice of meetings  or other  actions
affecting  shareholders (except as otherwise expressly provided herein), or to


                                       8
<PAGE>


receive  dividends  or  subscription  rights or  otherwise,  until the date of
Holder' proper exercise of this Warrant as described herein.

     8.    NOTICES.  Any notice, demand, request, waiver or other communication
under this  Agreement  must be in writing and will be deemed to have been duly
given (i) on the date of delivery if  delivered  by hand to the address of the
party specified below  (including  delivery by courier),  or (ii) on the fifth
day after  deposit in the U.S.  Mail if mailed to the party to whom  notice is
to be given to the address specified below, by first class mail,  certified or
registered, return receipt requested, First Class postage prepaid:

to the Company:

                        Schick Technologies, Inc.
                        31-00 47th Avenue
                        Long Island City, New York 11101
                        Attn:  David Schick

the Holder:             c/o Greystone & Co.
                        152 West 57th Street, 60th Floor
                        New York, New York 10019
                        Attn:  Stephen Rosenberg

Any party may from time to time  change its address for the purpose of notices
to that  party by a  similar  notice  specifying  a new  address,  but no such
change will be deemed to have been given until it is actually  received by the
party sought to be charged with its contents.

      9.    GENERAL.

      (a)   This  Warrant  shall be governed by and  construed  in  accordance
with the laws of the State of New York without  regard to its conflict of laws
provisions.

      (b)   Section and  subsection  headings used herein are included  herein
for  convenience  of reference only and shall not affect the  construction  of
this Warrant or constitute a part of this Warrant for any other purpose.

      (c)   This  Warrant  may be  executed  simultaneously  in any  number of
counterparts,  each of which  shall be  deemed an  original,  but all of which
together  shall  constitute  one  and the  same  instrument  when  instruments
originally executed by each party shall have been received by the Company.

      (d)   Greystone  shall  transfer  a portion  of this  Warrant to Jeffrey
Slovin  pursuant to the  procedure in Section 9(e) below based on an agreement
between Greystone and Mr. Slovin.


                                       9
<PAGE>


      (e)   The Holder may  surrender  this Warrant to the Company in order to
receive a number of replacement warrants in various  denominations to purchase
in the aggregate an equal number of Warrant Shares.


                                       10
<PAGE>


    IN WITNESS  WHEREOF,  the Company has duly  executed this Warrant on and
as of the date first set forth above.

                              SCHICK TECHNOLOGIES, INC.


                              By: /s/ David Schick
                                  ------------------
                                   David Schick, CEO


                                       11
<PAGE>


                                    NOTICE
                                      OF
                               WARRANT EXERCISE

TO  SCHICK TECHNOLOGIES, INC.:

      The undersigned  hereby  irrevocably  elects to exercise the Warrant and
to purchase  thereunder ______ full shares of Common  Stock  issuable  upon the
exercise of such Warrant.

      Please check the applicable  method by which the  undersigned  elects to
exercise the Warrant:

____  The  Exercise  Price  for  this  warrant  shall be paid by  delivery  of
      $___________ in cash as provided for in the Warrant.

____  The  Exercise  Price  for  this  warrant  shall  be paid by  Greystone's
      forgiveness of $_______ of its line of credit.

____  The  undersigned  elects  to  exercise  his or its  "cashless"  exercise
      rights in the manner provided in Section 1(b) of the Warrant.

      The undersigned  requests that  certificates  for such Warrant Shares be
issued in the name of:

                  Name:_______________________________________________________

                  Address:____________________________________________________

                  Employer I.D. or S.S. #:____________________________________

      If such number of Warrants  shall not be all the  Warrants  evidenced by
the Warrant document,  the undersigned requests that a new document evidencing
the  Warrants  not so  exercised  issued  and  registered  in the  name of and
delivered to:

                              ________________________________________
                              Name

                              ________________________________________
                              Address
                              ________________________________________
                              Employer I.D. or Social Security Number

Date: ________________        ________________________________________
                              Signature
                              (Signature  must  conform in all  respects
                              to  name of  holder  as  specified  on the
                              face of this Warrant Certificate)


                                       12
<PAGE>


                                                                       EXHIBIT B
                                                                       ---------

                               STOCK PURCHASE AGREEMENT
                               ------------------------

      STOCK PURCHASE AGREEMENT (this "Agreement"), entered into this 27th day of
December, 1999, by and between Greystone Funding Corporation, a Virginia
corporation (the "Buyer") and Schick Technologies, Inc., a Delaware corporation
(the "Stockholder" or "Schick").

                             W I T N E S S E T H:
                             - - - - - - - - - -

      WHEREAS, the Stockholder is the record and beneficial owner of 468,000
shares, no par value per share of the outstanding capital stock (the "Stock"),
of Photobit Corporation (the "Company"); and

      WHEREAS, the Buyer desires to purchase from the Stockholder and the
Stockholder desires to sell to the Buyer, all upon the terms and subject to the
conditions set forth in this Agreement, all (and not less than all) of the
Stock;

      WHEREAS, in order to induce the Buyer to purchase the Stock, the
Stockholder has agreed to issue to the Buyer warrants to purchase 2,000,000
shares of common stock of Schick Technologies, Inc. ("Schick Common Stock") at
an exercise price of $0.75 per share;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereby agree as follows:

      1.    PURCHASE AND SALE OF THE STOCK.

            1.1 Stock Purchase. Subject to the terms and conditions of this
 Agreement, on December 27, 1999 (the "Closing Date"), the Buyer shall purchase
 and acquire from the Stockholder, and the Stockholder shall sell and transfer
 to the Buyer, all (and not less than all) of the Stock, for the Purchase Price
 provided for in Section 1.2 below. In furtherance thereof, the Stockholder
 shall, on the Closing Date, deliver to the Buyer the certificate(s)
 representing all of the Stock, duly endorsed for transfer or accompanied by
 stock powers executed in blank for transfer.

            1.2 Purchase Price. (a) The purchase price (the "Purchase Price")
for the Stock is $4.00 per share which equals One Million Eight Hundred
Seventy-two Thousand Dollars ($1,872,000), payable as follows: (a) immediate
payment of the aggregate sum of One Million ($1,000,000) Dollars (the "Cash
Portion") and (b) immediate delivery of the Buyer's fully-executed promissory
note in the aggregate principal amount of Eight Hundred Seventy-two Thousand
($872,000) Dollars (the "Note"). On the Closing date, the Buyer shall pay such
Cash Portion (minus $60,000 of expenses) by wire transfer of immediately
available funds to the Stockholder's designated account and shall deliver the
duly executed Note to the Stockholder.

<PAGE>

            1.3 Warrants. (a) Schick shall issue warrants to purchase Two
Million (2,000,000) shares of Schick Common Stock at an exercise price of $0.75
per share (subject to adjustment to protect the holder against dilution as
provided in the Warrants) to the Buyer or its permitted designee. The
Stockholder shall, on the Closing Date, deliver such duly executed warrants to
the Buyer.

                (b) the Buyer shall return the Warrants to Schick if DVI
Financial Services, Inc. has not consented to the creation of a second lien on
certain of Schick's assets prior to February 15, 2000.


      2.    REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER.

            In connection with the sale of the Stock to the Buyer, the
Stockholder hereby represents and warrants to the Buyer as follows:

            2.1 Title to the Stock. The Stockholder is the valid and lawful
record and beneficial owner of all of the Stock, all of which Stock has been
duly authorized and validly issued and is fully paid and non-assessable, and is
free and clear of all pledges, liens, claims, charges, options, calls,
encumbrances, restrictions and assessments whatsoever (except any restrictions
which may be created by operation of state or federal securities laws). On the
Closing Date, the Buyer shall receive from the Stockholder good, valid and
marketable title to all of the Stock, free and clear of all pledges, liens,
claims, charges, options, calls, encumbrances, restrictions and assessments
whatsoever.

            2.2 Valid and Binding Agreement; No Breach.

      Subject to the Shareholders Agreement,

                (a) The Stockholder has full legal right, power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement, when executed and delivered by the
Stockholder, constitutes and will constitute the legal, valid and binding
obligation of the Stockholder, enforceable against the Stockholder in accordance
with its terms, except to the extent that such enforceability may be limited by
bankruptcy, insolvency, reorganization and other laws affecting creditors'
rights generally, and except that the remedy of specific performance or similar
equitable relief is available only at the discretion of the court before which
enforcement is sought.

                (b) Neither the execution and delivery of this Agreement or
the by the Stockholder, nor compliance with the terms and provisions of this
Agreement on the part of the Stockholder, will: (i) violate any statute or
regulation of any governmental authority, domestic or foreign, affecting either
Company or the Stockholder; (ii) require the issuance of any authorization,
license, consent or approval of any federal or state governmental agency, or any
other person; or (iii) conflict with or result in a breach of any of the terms,
conditions or provisions of any judgment, order, injunction, decree, agreement
or other agreement or

                                       2
<PAGE>

instrument to which either Company or the Stockholder is a party, or by which
either Company or the Stockholder is bound, or constitute a default thereunder.

                (c) Consents. All necessary disclosures to and agreements and
consents of (a) any parties to any material contracts and/or any licensing
authorities which are material to either Company's business, and (b) any
governmental authorities or agencies to the extent required in connection with
the transactions contemplated by this Agreement, shall have been obtained and
true and complete copies thereof delivered to the Buyer.

                (d) Settlement of Accounts. All debts, liabilities and other
monetary obligations owed to the Company by the Stockholder and/or any of its
Affiliates shall have been fully paid to the subject Company, such that no such
debts, liabilities or obligations shall be outstanding on the Closing Date other
than those incurred in the regular course of business.

            2.3   Capital Structure; Equity Ownership.

                (a) Subject to the Shareholder Agreement, there are no
outstanding subscriptions, options, rights, warrants, convertible securities or
other agreements or calls, demands or commitments obligating the Stockholder to
transfer any shares of the Stock.

                (b) The Stock represents all of the issued and outstanding
shares of the Company that are owned by the Stockholder.

                (c) There are no actions, suits or proceedings pending or
threatened against or affecting the Stockholder that involve or relate to the
Stock.

            2.4 Stockholder Board of Director Approval. This Agreement and the
sale of the Stock by the Stockholder has been approved by the Stockholder's
Board of Directors and duly executed resolutions of the Stockholder's Board of
Directors have been delivered to the Buyer.

            2.5 Waiver of Right of First Refusal. (a) The Buyer shall have
attempted to obtain notice of the waiver of the Right of First Refusal pursuant
to the Shareholders Agreement, dated August 1, 1997, by and among Photobit
Corporation, its founders and certain of its shareholders (the "Shareholder
Agreement") from:

                (i)   the   Company   pursuant   to  Section  3.2  of  the
Shareholder Agreement; and

                (ii) from all of the founders pursuant to Section 3.3 of the
Shareholder Agreement.

                (b) Notwithstanding the foregoing, however, in the event that
the Company or any of the founders exercise the Right of First Refusal under the
Shareholder

                                       3
<PAGE>

Agreement, the Stock subject to such exercise shall be sold by the Buyer to the
exercising parties at a price of $4 per share.

      3.    REPRESENTATIONS AND WARRANTIES OF THE BUYER.

            In connection with the Buyer's purchase of the Stock from the
Stockholder, the Buyer hereby represents and warrants to the Stockholder as
follows:

            3.1 Organization, Good Standing and Qualification. The Buyer is a
corporation duly organized, validly existing and in good standing under the laws
of the Commonwealth of Virginia, with all necessary power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby.

            3.2 Valid and Binding Agreement. Subject to the Shareholder
Agreement, this Agreement constitutes and will constitute the legal, valid and
binding obligations of the Buyer, enforceable against the Buyer in accordance
with their respective terms, except to the extent that such enforceability may
be limited by bankruptcy, insolvency, reorganization and other laws affecting
creditors' rights generally, and except that the remedy of specific performance
or similar equitable relief is available only at the discretion of the court
before which enforcement is sought.

            3.3 No Breach of Statute or Contract. Neither the execution and
delivery of this Agreement by the Buyer, nor compliance with the terms and
provisions of this Agreement on the part of the Buyer, will: (a) violate any
statute or regulation of any governmental authority, domestic or foreign,
affecting the Buyer; or (b) require the issuance of any authorization, license,
consent or approval of any federal or state governmental agency.

            3.4 Investment. The Buyer is purchasing the Stock for its own
account for investment, and not with a view to the resale or distribution
thereof in violation of any applicable securities laws.

      4. INDEMNIFICATION.

            4.1 Survival. This Agreement and all covenants, agreements,
representations and warranties made herein and in the certificates delivered
pursuant hereto, shall survive the execution and delivery to the Buyer of this
Agreement, and shall continue in full force and effect for so long as the Stock
is owned by the Buyer. Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the successors and
permitted assigns of such party; and all covenants, promises and agreements in
this Agreement contained, by or on behalf of the Stockholder, shall inure to the
benefit of the successors and assigns of the Buyer.

                                       4
<PAGE>

            4.2   General.

                (a) The Stockholder shall defend, indemnify and hold harmless
the Buyer from, against and in respect of any and all claims, losses, costs,
expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties and reasonable attorneys' fees, that the Buyer may
incur, sustain or suffer ("Losses") as a result of (i) any misrepresentation or
breach of warranty by the Stockholder under this Agreement, and/or (ii) any
failure by the Stockholder to perform any of the covenants or agreements of the
Stockholder contained in this Agreement.

                (b) The Buyer shall defend, indemnify and hold harmless the
Stockholder from, against and in respect of any and all claims, losses, costs,
expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties and reasonable attorneys' fees, that the
Stockholder may incur, sustain or suffer as a result of any breach of, or
failure by the Buyer to perform, any of the representations, warranties,
covenants or agreements of the Buyer contained in this Agreement.

      5. POST-CLOSING EVENTS.

            5.1 Further Assurances. From time to time from and after the Closing
Date, the parties will execute and deliver to each other any and all further
agreements, instruments, certificates and other documents as may reasonably be
requested by the other party in order more fully to consummate the transactions
contemplated hereby, and to effect an orderly transition of the business being
acquired by the Buyer hereunder.

      6. COSTS.

            6.1 Finder's or Broker's Fees. Each of the Buyer and the Stockholder
represents and warrants that neither they nor any of their respective Affiliates
have dealt with any broker or finder in connection with the transaction
contemplated by this Agreement, and no broker or other person is entitled to any
commission or finder's fee in connection with this transaction.

      7.    FORM OF AGREEMENT.

            7.1 Effect of Headings. The Section headings used in this Agreement
are included for purposes of convenience only, and shall not affect the
construction or interpretation of any of the provisions hereof.

            7.2 Entire Agreement; Waivers. This Agreement and the other
agreements and instruments referred to herein constitute the entire agreement
between the parties pertaining to the subject matter hereof, and supersede all
prior agreements or understandings as to such subject matter. No party hereto
has made any representation or warranty or given any covenant to the other
except as set forth in this Agreement, and the other agreements and instruments


                                       5
<PAGE>


referred to herein. No waiver of any of the provisions of this Agreement shall
be deemed, or shall constitute, a waiver of any other provisions, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.

            7.3 Counterparts. This Agreement may be executed simultaneously in
any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

      8. PARTIES.

            8.1 Parties in Interest. Nothing in this Agreement, whether
expressed or implied, is intended to confer any rights or remedies under or by
reason of this Agreement on any persons other than the parties to it and their
respective heirs, executors, administrators, personal representatives,
successors and permitted assigns, nor is anything in this Agreement intended to
relieve or discharge the obligations or liability of any third persons to any
party to this Agreement, nor shall any provision give any third persons any
right of subrogation or action over or against any party to this Agreement.

            8.2 Notices. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given, on the day after the delivery thereof to a recognized overnight
courier service for next-day delivery with all charges prepaid or billed to the
account of the sender, or on the third day after mailing if mailed to the party
to whom notice is to be given, by first class mail, registered or certified,
postage prepaid, and properly addressed as follows:

                (a)   If to the Stockholder:

                      Schick Technologies, Inc.
                      31-00 47th Avenue
                      Long Island City, NY 11101
                      Attn:  David Schick
                      Telecopier # 718-729-3469

                (b) If to the Buyer:

                      Greystone Funding Corporation
                      152 West 57th Street, 60th Floor
                      New York, New York 10019
                      Attn: Stephen Rosenberg
                      Telecopier # 212-649-9701

                                       6
<PAGE>

or to such other address as either party shall have specified by notice in
writing given to the other party.

      9.    MISCELLANEOUS.

            9.1 Amendments and Modifications. No amendment or modification of
this Agreement shall be valid unless made in writing and signed by or on behalf
of the party to be charged therewith.

            9.2 Non-Assignability; Binding Effect. Neither this Agreement, nor
any of the rights or obligations of the parties hereunder, shall be assignable
by any party hereto without the prior written consent of all other parties
hereto, except that the Buyer may, without the consent of the Stockholder, at
any time and from time to time upon or after the Closing, assign as collateral
to the Buyer's lenders or other financing institutions any or all of the Buyer's
rights to indemnification under this Agreement. Otherwise, this Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, personal representatives,
successors and permitted assigns.

            9.3 Governing Law; Jurisdiction. The parties hereto hereby consent
to the jurisdiction of all courts of the State of New York and the United States
District Court for the Southern District of New York, as well as to the
jurisdiction of all courts from which an appeal may be properly taken from such
courts, for the purpose of any suit, action or other proceeding arising out of
or with respect to this Agreement, the Note, the Warrants, any other agreements,
instruments, certificates or other documents executed in connection herewith or
therewith, or any of the transactions contemplated hereby or thereby, or any of
the parties' obligations hereunder or thereunder. The parties hereto hereby
expressly waive any and all objections which they may have as to venue in any of
such courts, and also waive trial by jury in any such suit, action or
proceeding. The Buyer or Stockholder may file a copy of this Agreement as
evidence of the foregoing waiver of right to jury trial.

            9.4 Schick and the Buyer hereby confirm their intent and agree that,
by the sale of the Stock hereunder, Schick is selling, assigning, transferring
and contributing the Stock absolutely and irrevocably and not as collateral or
security. If, notwithstanding the parties' intent to effect an absolute sale,
assignment, transfer and contribution, the transactions contemplated hereby are
characterized as a financing, Schick hereby grants the Buyer a security interest
in the Stock and this Agreement shall be deemed a security agreement, within the
meaning of the Uniform Commercial Code, which (or a copy hereof) the Buyer may
file in an applicable filing office. Each of Schick and the Buyer hereby agrees
to treat the sale of the stock as a sale and contribution for tax, reporting and
accounting purposes (except to the extent that such assignment is not recognized
due to the reporting of taxes on a consolidated basis where applicable and the
application of consolidated financial reporting principles under GAAP). Schick
agrees to respond to any inquiries with respect to the sale of the Stock
hereunder by confirming the sale, assignment, transfer and contribution of the
stock to the Buyer, and to note on its financial statements that the Stock has
been sold to the Buyer.

                                       7
<PAGE>



            IN WITNESS WHEREOF, the parties have executed this Agreement on and
as of the date first set forth above.

                  BUYER:
                              GREYSTONE FUNDING CORPORATION

                              BY:   /s/ Robert R. Barolak
                                    ------------------------
                                    NAME:  ROBERT R. BAROLAK
                                    TITLE: VICE PRESIDENT


                  STOCKHOLDER:
                              SCHICK TECHNOLOGIES, INC.

                              BY:   /s/ David Schick
                                    ----------------------
                                    NAME:  DAVID SCHICK
                                    TITLE: CEO


                                       8

<PAGE>


                                                                       EXHIBIT C
                                                                       ---------

                              JOINT FILING AGREEMENT
                              ----------------------

            In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of Schick Technologies, Inc. and further agree that
this Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof, the undersigned, being duly authorized, hereby execute this
Agreement this 6th day of January, 2000.



                                          /s/ Stephen Rosenberg
                                          ------------------------
                                          Stephen Rosenberg




                                         Greystone Funding Corporation

                                         By:/s/ Stephen Rosenberg
                                            ------------------------
                                            Name:  Stephen Rosenberg
                                            Title: President



                                       9



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