SCHICK TECHNOLOGIES INC
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>


                          REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made this 27th day of
December, 1999, by and between SCHICK TECHNOLOGIES, INC., a Delaware corporation
("Schick"  or the  "Company")  and  GREYSTONE  FUNDING  CORPORATION,  a Virginia
corporation ("Greystone") and its permitted designees (individually,  a "Holder"
and, collectively, the "Holders").

     WHEREAS,  concurrently with the execution and delivery hereof, the Company,
Schick  Technologies,  Inc.,  a New York  Corporation  ("Schick  New York"  and,
together  with Schick,  the  "Debtors")  and  Greystone are entering into a Loan
Agreement  of even date  herewith  (the  "Loan  Agreement"),  pursuant  to which
Greystone has agreed,  subject to the terms and conditions  thereof, to extend a
line of  credit to Schick  and  Schick  Delaware  not to  exceed  $7,500,000  in
principal amount outstanding at any time, with all loans and advances thereunder
(the  "Advances")  and interest  thereon to be evidenced by that certain line of
credit  promissory  note of the  Debtor of even date  herewith  in such  maximum
principal amount payable to the order of Greystone (the "Note"); and

     WHEREAS,  in order to induce Greystone to make the Advances pursuant to the
Loan  Agreement  and to be evidenced by the Note,  Schick has agreed to issue to
Greystone  warrants (the  "Warrants") to purchase  shares of Schick Common Stock
and to register the underlying  shares of its common stock to be issued pursuant
to the exercise of such  warrants  pursuant to the terms and  conditions of this
Agreement;

     The parties hereto agree as follows:

                                    ARTICLE 1

     Section  1.1  Definitions.  Certain  defined  terms  used  herein  and  not
otherwise  defined  shall have the  meanings  for such terms as used in the Loan
Agreement.  In addition,  as used in this Agreement,  the following  capitalized
terms have the following meanings:

     Exchange Act shall mean,  as of any date,  the  Securities  Exchange Act of
1934, as amended, or any similar federal statute then in effect, and a reference
to a particular  section  thereof  shall  include a reference to the  comparable
section,  if any, of any similar  federal  statute and the rules and regulations
thereunder.

     Holders  shall mean any Holder and his  permitted  transferee  or  assignee
under the Loan Agreement.

     Public Offering shall mean a public offering and sale of equity  securities
of the Company or any successors thereto,  pursuant to an effective registration
statement under the Securities Act.
<PAGE>

     Registrable  Securities  shall mean the Schick Common Stock issued pursuant
to the exercise of the Warrants.

     As to any particular Registrable Securities, such securities shall cease to
be Registrable  Securities when (i) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of under such  registration  statement,
(ii) such  securities  shall have become  eligible  for resale  pursuant to Rule
144(k) and any restrictive  legend on certificates  representing such securities
shall  have been  removed,  (iii)  such  securities  shall  have been  otherwise
transferred  or disposed  of, and (x) new  certificates  therefor  not bearing a
legend  restricting  further  transfer shall have been delivered by the Company,
and (y)  subsequent  transfer or  disposition  of them shall not  require  their
registration or qualification  under the Securities Act or any similar state law
then in force or compliance  with Rule 144, or (iv) such  securities  shall have
ceased to be  outstanding.  The  Registrable  Securities  held by a holder shall
cease to be  Registrable  Securities  if such  Holder can  immediately  sell all
Registrable Securities held by such Holder pursuant to Rule 144.

     Securities  Act shall mean, as of any date,  the Securities Act of 1933, as
amended,  or any similar federal  statute then in effect,  and in reference to a
particular section thereof shall include a reference to the comparable  section,
if any,  of any such  similar  federal  statute  and the rules  and  regulations
thereunder.

     Shelf Registration  shall mean a registration  effected pursuant to Section
2.1 hereof.

     Shelf Registration Statement shall mean one or more registration statements
of the Company  pursuant to the  provisions of Section 2.1 hereof filed with the
Securities  and Exchange  Commission  (the "SEC")  which covers the  Registrable
Securities,  provided  that the  Company  may at its  option  file more than one
registration  statement so long as all Registrable Securities are included in at
least one such  registration  statement,  on an appropriate  form under Rule 415
under the  Securities  Act, or any similar  rule that may be adopted by the SEC,
amendments  and   supplements   to  such   registration   statement,   including
post-effective  amendments,  in each case  including  the  prospectus  contained
therein,  any  prospectus  supplement,  all  exhibits  thereto and all  material
incorporated by reference therein.

                                    ARTICLE 2

                               Registration Rights

Section 2.1   Shelf Registration.

     (a) At any  time  or  from  time to  time,  upon  the  written  request  of
Greystone,   requesting  that  the  Company  effect  a  registration  under  the
Securities Act of all or part of the Registrable Securities but in no event less
than  3,000,000  shares  of such  Registrable  Securities  which  specifies  the
intended method of disposition  thereof,  the Company shall subject to the terms
of this agreement (i) file with the SEC a Shelf Registration  Statement relating
to the offer


                                       2
<PAGE>

and  sale  of the  Registrable  Securities  and  (ii)  take  all  necessary  and
reasonable  steps to cause such Shelf  Registration  Statements  to be  declared
effective under the Securities Act; provided,  however,  that no Holder shall be
entitled  to have the  Registrable  Securities  held by it covered by such Shelf
Registrations  unless such Holder is in  compliance  with  Sections  2.4 and 2.5
hereof.

     (b) The Company shall (i) take all necessary and  reasonable  steps to keep
any Shelf Registration  Statement  continuously effective in order to permit the
prospectus forming a part thereof, and any requisite prospectus  supplement,  to
be usable by the Holders  until all (x)  Registrable  Securities  covered by the
Shelf  Registration  Statement have been sold pursuant to the Shelf Registration
Statement or (y) the Securities  registered on the Shelf Registration  Statement
cease to be  Registrable  Securities,  and (ii) after the  effectiveness  of the
Shelf  Registration  Statement,  promptly upon the request of any Holder to take
any action  reasonably  necessary,  including the  preparation and filing of any
amendments to the Shelf Registration Statement and any prospectus supplement, to
register the sale of any  Registrable  Securities of such Holder and to identify
such Holder as a selling securityholder.

     (c) the Company shall use its best efforts to qualify for  registration  on
Form S-3 or its successor form consistent with its obligations to become current
in its SEC Reporting Requirements under Section 2.9.

Section 2.2 Registration Procedures.

     (a) In connection with any Shelf Registration Statement, the Company shall:

          (i)  Prepare  and  file  with the SEC a Shelf  Registration  Statement
     within 90 days after receipt of a written  request of the Holder,  provided
     that such  written  request is made no earlier  than July 15,  2000 or such
     earlier date as the Company may become  current win its SEC filings,  on an
     appropriate  form pursuant to Rule 415 of the  Securities Act and which the
     Company is eligible to use, with respect to such Registrable Securities and
     cause such Shelf  Registration  Statement to become and remain effective as
     provided in Section 2.1.

          (ii) Prepare and timely file with the SEC such  amendments  (including
     post-effective  amendments)  and  supplements  to such  Shelf  Registration
     Statement  and  the  prospectus  used  in  connection  therewith  as may be
     necessary to keep such Shelf Registration Statement effective and to comply
     with the provisions of the  Securities Act with respect to the  disposition
     of all Registrable  Securities covered by such Shelf Registration Statement
     in accordance  with the intended  methods of  disposition  by the Holder or
     Holders thereof set forth in such Shelf Registration Statement.

          (iii) Furnish to each Holder of such Registrable Securities covered by
     the Shelf  Registration  Statement,  such number of copies of a prospectus,
     preliminary   prospectus  and/or  prospectus  supplement  for  delivery  in
     conformity  with the  requirements  of the  Securities  Act, and such other
     documents,  as such person may reasonably  request  including an opinion of
     counsel  for the Company  and a comfort  letter or agreed  upon  procedures
     letter  if  requested,  in order to  facilitate  the  public  sale or other
     disposition of the Registrable Securities.

                                       3
<PAGE>

          (iv) Take all  necessary and  reasonable  steps to register or qualify
     such Registrable  Securities covered by such Shelf  Registration  Statement
     under such other securities or blue sky laws of such  jurisdictions as each
     Holder shall reasonably  request,  and do any and all other acts and things
     which may be  reasonably  necessary  or  advisable to enable such Holder to
     consummate the  disposition  of the  Registrable  Securities  owned by such
     Holder,  in such  jurisdictions,  except that the Company shall not for any
     such  purpose  be  required  (A) to  qualify  to do  business  as a foreign
     corporation in any  jurisdiction  where,  but for the  requirements of this
     Section 2.2(a)(iv),  it is not then so qualified,  or (B) to subject itself
     to taxation in any such jurisdiction, or (C) to take any action which would
     subject  it to  general  or  unlimited  service  of  process  in  any  such
     jurisdiction where it is then so subject.

          (v) Take all necessary and reasonable  steps to cause such Registrable
     Securities  covered by such Shelf  Registration  Statement to be registered
     with or approved by such other governmental  agencies or authorities as may
     be  necessary  to enable the Holder or Holders  thereof to  consummate  the
     disposition of such Registrable Securities.

          (vi) Immediately notify each Holder of Registrable  Securities covered
     by such Shelf Registration Statement, if the Company becomes aware that the
     prospectus  included  in  such  Shelf  Registration  Statement,  as then in
     effect,  includes an untrue  statement of a material fact or omits to state
     any material  fact  required to be stated  therein or necessary to make the
     statements  therein not misleading in the light of the  circumstances  then
     existing,  and, at the  request of any such  Holder,  deliver a  reasonable
     number  of  copies  of an  amended  or  supplemental  prospectus  as may be
     necessary  so that,  as  thereafter  delivered  to the  purchasers  of such
     Registrable  Securities,  such  prospectus  shall  not  include  an  untrue
     statement of a material  fact or omit to state a material  fact required to
     be  stated  therein  or  necessary  to  make  the  statements  therein  not
     misleading in the light of the circumstances then existing.

          (vii) Make every  reasonable  effort to obtain the  withdrawal  of any
     order suspending the effectiveness of the Shelf  Registration  Statement as
     quickly as practicable.

          (viii)  Otherwise  comply with all applicable rules and regulations of
     the SEC and any state securities or "blue sky" administrators.

          (ix) List such  Registrable  Securities on any securities  exchange on
     which any of the securities of the same class as the Registrable Securities
     are then listed.

          (x)  Maintain a transfer  agent and  registrar,  which may be a single
     entity, for the Registrable Securities not later than the effective date of
     the Registration Statement;

          (xi)  Cooperate  with the  Holders  of  Registrable  Securities  being
     offered to facilitate the timely  preparation  and delivery of certificates
     for the Registrable  Securities to be offered  pursuant to the Registration
     Statement and enable such certificates for the Registrable Securities to be
     in such  denominations  or amounts as the case may be, as the  Holders  may


                                       4
<PAGE>

     reasonably request and registered in such names as the Holders may request;
     and,  within three (3) business days after a Registration  Statement  which
     includes  Registrable  Securities  is  ordered  effective  by the SEC,  the
     Company  shall  deliver,  and shall  cause  legal  counsel  selected by the
     Company to deliver,  to the transfer agent for the  Registrable  Securities
     (with copies to the Holders whose  Registrable  Securities  are included in
     such Registration Statement) an appropriate instruction and opinion of such
     counsel; and

          (xii) Take all other  reasonable  actions  necessary  to expedite  and
     facilitate disposition by the Holder of the Registrable Securities pursuant
     to the Registration Statement.

     (b) Each holder of Registrable  Securities will, upon receipt of any notice
from the Company of the happening of any event of the kind  described in Section
2.2(a)(vi),  forthwith  discontinue  disposition of the  Registrable  Securities
pursuant to the  registration  statement  covering such  Registrable  Securities
until  such  Holder's  receipt  of the  copies of the  supplemented  or  amended
prospectus contemplated by Section 2.2(a)(vi).

Section 2.3 Limitations on Offerings by the Holders.

     If at any  time  the  Company  is  engaged,  or  proposes  to  engage  in a
registered  Public Offering,  underwritten  offering or merger, or is engaged or
proposes to engage in any other  activity or corporate  event that,  in the good
faith  determination  of the Board of Directors  of the Company  (the  "Board"),
would be adversely affected by a Shelf  Registration or the required  disclosure
in  connection  therewith  to  the  material  detriment  of the  Company  or any
affiliate thereof,  then the Company may at its option direct that such offering
under the Shelf Registration be delayed, suspended or postponed for a period not
in excess of 90 days from the  effective  date of such  offering  (other  than a
registration  on Form S-8 or Form S-3 relating to an employee  benefit plan), or
the date of commencement of such other material activity, as the case may be.

Section 2.4 Holders' Cooperation.

     (a)  Holders  of  Registrable  Securities  desiring  to  sell  in  a  Shelf
Registration  Statement  will  furnish to the Company  such  information  as the
Company may  reasonably  require from such Holder in  connection  with the Shelf
Registration  Statement (and the  prospectus  included  therein).  No Holder may
participate  in  any  offering  unless  such  Holder  (i)  agrees  to  sell  his
Registrable  Securities  to be  sold  on the  basis  provided  in any  agreement
governing  the offering  and (ii)  completes  and  executes all  questionnaires,
indemnities, and other documents required in connection with the offering.

     (b) Failure of Holder to furnish the information  and agreements  described
in this  Agreement  shall not affect the  obligations  of the Company under this
Agreement to remaining  Holders who do furnish such  information  and agreements
unless,  in the  reasonable  opinion  of counsel to the  Company,  such  failure
impairs or may impair the  viability  of the  offering  or the  legality  of the
registration or the underlying offering.


                                       5
<PAGE>

     (c) The Holders holding shares included in the registration will not (until
further notice by the Company)  effect sales thereof (or deliver a prospectus to
any  purchaser)  after receipt of telegraphic or written notice from the Company
to  suspend  sales to permit the  Company  to  correct or update a  registration
statement or  prospectus.  At the end of the period  during which the Company is
obligated to keep the registration  statement current and effective as described
in Section  2.1(b)(i),  the Holders  holding  shares of  Registrable  Securities
included in the registration  shall discontinue sales of shares pursuant to such
registration  statement upon receipt of notice from the Company of its intention
to remove from registration the shares of Registrable Securities covered by such
registration  statement  that remain  unsold,  and such Holders shall notify the
Company of the number of such shares  registered that remain unsold  immediately
upon receipt of such notice from the Company.

     In  connection  with  any  offering,   each  Holder  who  intends  to  sell
Registrable  Securities in the Shelf  Registration  Statement,  will not use any
offering document, offering circular or other offering materials with respect to
the  offer  or sale of  Registrable  Securities,  other  than  the  prospectuses
provided by the Company and any documents incorporated by reference therein.

Section 2.5 Expenses of Shelf Registration Statements.

     All expenses incurred in effecting a Shelf Registration  Statement pursuant
to Section 2.1 shall be borne by the Holders,  except for those  expenses  which
would necessarily be required to be paid by the Company regardless of whether or
not any  Shelf  Registration  Statement  is filed or in  effect,  including  for
example,  the cost of regular audits of the Company's  financial statement which
shall be borne  by the  Company.  The  costs  to be  borne by the  Holder  shall
include,  without limitation,  Registration fees, printing expenses and expenses
in compliance with Blue Sky laws.

Section 2.6 Piggyback Registration Rights.

     (a) If at any time or from time to time,  the Company  shall  determine  to
register any of its securities, for its own account or the account of any of its
stockholders,  other than a  registration  relating  solely to employee  benefit
plans,  or a  registration  relating  solely to an SEC Rule 145  transaction,  a
transaction  relating solely to the sale of debt or convertible debt instruments
or a  registration  on any form  (other  than  Form  S-1,  S-2 or S-3,  or their
successor  forms) which does not include  substantially  the same information as
would be required to be included in a registration  statement  covering the sale
of Registrable Securities, the Company will:

          (i) give to the Holders  written notice thereof as soon as practicable
     prior to filing the registration statement; and

          (ii) include in such  registration  and in any  underwriting  involved
     therein,  all the Registrable  Securities specified in a written request or
     requests,  made  within  fifteen  (15) days after  receipt of such  written
     notice from the Company by the Holder.


                                       6
<PAGE>

     (b) If the  registration is for a registered  Public Offering  involving an
underwriting,  the  Company  shall so advise the Holder as a part of the written
notice given pursuant to subsection  2.6(a)(i).  In such event, the right of the
Holder to  registration  pursuant to Section 2.6 shall be conditioned  upon such
Holder's  participation in such  underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. Should
the Holder propose to distribute his securities  through such  underwriting,  he
shall  (together  with the  Company  and the other  Holders  distributing  their
securities  through such underwriting)  enter into an underwriting  agreement in
customary  form  with  the  underwriter  or   underwriters   selected  for  such
underwriting by the Company. Notwithstanding any other provision of this Section
2.6, if a managing  underwriter  determines  that  marketing  factors  require a
limitation of the number of shares to be underwritten,  the managing underwriter
may  limit  the  number  of  Registrable   Securities  to  be  included  in  the
registration  and  underwriting.  The Company shall so advise the Holder and the
other Holders  distributing their securities through such underwriting  pursuant
to piggyback  registration rights similar to this Section 2.6, and the number of
shares of Registrable  Securities and other  securities  that may be included in
the registration and underwriting  shall be allocated among the Holder and other
Holders in proportion, as nearly as practicable, to the respective percentage of
the Company held by the Holder and other securities held by other Holders at the
time of the filing of the  registration  statement  assuming the exercise of all
warrants held by Jeffrey Slovin and Greystone.  If the Holder disapproves of the
terms of any such  underwriting,  he may elect to withdraw  therefrom by written
notice to the Company and the managing underwriter.  Any Registrable  Securities
excluded  or  withdrawn  from such  underwriting  shall be  withdrawn  from such
registration.

     (c) All expenses for registrations pursuant to this Section 2.6, including,
without  limitation,  printing  expenses,  expenses of compliance  with blue sky
laws,  fees and  disbursements  of counsel for the  Company and  expenses of any
audits  incidental to or required by any such Registration  Statement,  shall be
borne by the Company,  except that (i) all expenses,  fees and  disbursements of
any counsel retained by the Holders shall be borne entirely by such Holders, and
(ii) all registration and filing fees and all brokerage and selling  commissions
shall be borne by the Holders holding the securities registered pursuant to such
Registration Statement, in pro rata fashion,  according to the quantity of their
securities so registered.

Section 2.7 Indemnification.

     (a) In the event of any registration of any securities of the Company under
the Securities Act pursuant to this  Agreement,  the Company will, and it hereby
agrees to,  indemnify and hold  harmless,  to the extent  permitted by law, each
Holder of any Registrable Securities covered by such registration statement, its
directors and officers or general and limited partners, as follows:


          (i)  against  any and all loss,  liability,  claim,  damage or expense
     whatsoever  arising  out of or based  upon an untrue  statement  or alleged
     untrue statement of a material fact contained in any registration statement
     (or  any  amendment  or  supplement   thereto),


                                       7
<PAGE>

     including all documents incorporated therein by reference,  or the omission
     or alleged  omission  therefrom  of a material  fact  required to be stated
     therein or  necessary to make the  statements  therein not  misleading,  or
     arising  out of an  untrue  statement  or  alleged  untrue  statement  of a
     material fact contained in any preliminary prospectus or prospectus (or any
     amendment  or  supplement  thereto)  or the  omission  or alleged  omission
     therefrom  of a material  fact  necessary  in order to make the  statements
     therein not misleading;

          (ii) against any and all loss,  liability,  claim,  damage and expense
     whatsoever to the extent of the aggregate  amount paid in settlement of any
     litigation,  or investigation  or proceeding by any governmental  agency or
     body,  commenced or threatened,  or of any claim  whatsoever based upon any
     such untrue statement or omission,  or any such alleged untrue statement or
     omission,  if such  settlement is effected with the written  consent of the
     Company; and

          (iii)  against  any and all  expense  reasonably  incurred  by them in
     connection  with   investigating,   preparing  or  defending   against  any
     litigation,  or investigation  or proceeding by any governmental  agency or
     body, commenced or threatened,  or any claim whatsoever based upon any such
     untrue  statement or  omission,  to the extent that any such expense is not
     paid under subparagraph (i) or (ii) above;

provided,  however,  that this indemnity does not apply to any loss,  liability,
claim,  damage or expense to the extent  arising out of an untrue  statement  or
alleged untrue  statement or omission or alleged  omission made in reliance upon
and in  conformity  with written  information  furnished to the Company by or on
behalf of any such  Holder or to the extent  such  Holder  fails to comply  with
Section 2.2 (b). Such indemnity shall remain in full force and effect regardless
of any  investigation  made by or on behalf of such Holder or any such director,
officer, general or limited partner, investment advisor or agent, or controlling
person and shall survive the transfer of such securities by such Holder.

     (b) The Company may require,  as a condition to including  any  Registrable
Securities  in  any  registration   statement  filed  in  accordance  with  this
Agreement,  that the  Company  shall have  received  an  undertaking  reasonably
satisfactory to it from the Holder of Registrable  Securities,  to indemnify and
hold harmless (in the same manner and to the same extent as set forth in Section
2.7(a)) the Company  with respect to any  statement  or alleged  statement in or
omission or alleged omission from such registration statement,  any preliminary,
final or summary prospectus  contained therein,  or any amendment or supplement,
if such statement or alleged  statement or omission or alleged omission was made
in reliance upon and in  conformity  with written  information  furnished to the
Company by or on behalf of such  Holder.  Such  indemnity  shall  remain in full
force and effect  regardless  of any  investigation  made by or on behalf of the
Company or any such director,  officer or  controlling  person and shall survive
the transfer of such securities by such Holder.  In that event,  the obligations
of the Company and such  Holder  pursuant to this  Section 2.7 are to be several
and not joint;  provided,  however,  that with respect to each claim pursuant to
this Section, the Company shall be liable for the full amount of such claim, and
each such  Holder's  liability  under  this  Section  2.7 shall be limited to an
amount  equal  to the  proceeds  received  by  such  Holder  from  the  sale  of
Registrable Securities


                                       8
<PAGE>

held by such Holder pursuant to this Agreement.

     (c) Promptly  after receipt by an  indemnified  party  hereunder of written
notice  of the  commencement  of any  action  or  proceeding  involving  a claim
referred to in this  Section 2.7,  such  indemnified  party will,  if a claim in
respect thereof is to be made against an indemnifying party, give written notice
to  such  indemnifying  party  of the  commencement  of such  action;  provided,
however,  that the failure of any  indemnified  party to give notice as provided
herein shall not relieve the  indemnifying  party of its obligations  under this
Section  2.7,  except to the  extent  that the  indemnifying  party is  actually
prejudiced  by such  failure to give timely  notice.  In case any such action is
brought  against  an  indemnified  party,  unless  in such  indemnified  party's
reasonable  judgment  a  conflict  of  interest  between  such  indemnified  and
indemnifying  parties  may exist in  respect  of such  claim (in which  case the
indemnifying  party  shall not be liable for the fees and  expenses of more than
one firm of counsel for a majority of the Holders of  Registrable  Securities in
connection with any one action or separate but similar or related actions),  the
indemnifying  party will be entitled to participate in and to assume the defense
thereof,  jointly with any other  indemnifying  party similar  notified,  to the
extent that it may wish with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof,  the indemnifying  party will not
be liable to such indemnified party for any legal or other expenses subsequently
incurred by such indemnifying party in connection with the defense thereof.

Section 2.8 Contribution.

     In order to provide for just and equitable  contribution  in  circumstances
under  which the  indemnity  contemplated  by Section  2.7 is for any reason not
available,  the  parties  required  to  indemnify  by the  terms  thereof  shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature  contemplated by such indemnity agreement incurred by the Company and
any Holder of Registrable Securities,  except to the extent that contribution is
not permitted  under Section 11(f) of the  Securities  Act. In  determining  the
amounts which the respective parties shall contribute, there shall be considered
the  relative  benefits  received  by  each  party  from  the  offering  of  the
Registrable  Securities  (taking into account the portion of the proceeds of the
offering  realized  by each),  the  parties'  relative  knowledge  and access to
information  concerning the matter with respect to which the claim was asserted,
the  opportunity  to correct and prevent any statement or omission and any other
equitable  considerations  appropriate under the circumstances.  The Company and
each  Holder  selling  securities  agree  with  each  other  that no  seller  of
Registrable  Securities  shall be required to contribute any amount in excess of
the amount such Holder would have been required to pay to an  indemnified  party
if the indemnity under Section 2.7(b) were available.

Section 2.9 Rule 144.

     The Company covenants that by August 1, 2000, it will have filed all of the
reports that were  required to be filed by it under the  Securities  Act and the
Exchange  Act and the  rules  and  regulations  adopted  by the SEC  thereunder,
including  periodic  reports  under Section 13


                                       9
<PAGE>

or 15(d) of the  Exchange Act (the  "Reports")  that have not been filed that it
will take all reasonable and necessary steps to complete such Reports as quickly
as possible to be considered  "current" prior to August 1, 2000 and that it will
timely file all Reports required  thereafter.  If at any time the Company ceases
to be required to file such periodic reports, the Company will, upon the request
of any Holder of Registrable Securities, make publicly available the information
specified in  paragraph  (c) of Rule 144 under the  Securities  Act, and it will
take such further action as any Holder of Registrable  Securities may reasonably
request,  all to the extent  required from time to time to enable such Holder to
sell Registrable Securities without registration under the Securities Act within
the limitation of the  exemptions  provided by (i) Rule 144 under the Securities
Act, as such Rule may be amended from time to time,  or (ii) any similar rule or
regulation  hereafter  adopted by the SEC. Without  limitation to the foregoing,
the Company  shall,  promptly  upon the  request of any Holder,  deliver to such
Holder a written  statement as to whether it has complied with the  requirements
of Section 13 or 15(d) of the Exchange Act during the 12 months  preceding  such
request.  Each Holder may assign his rights  under this  Agreement  to anyone to
whom he sells, transfers or assigns any of the Registrable Securities so long as
the new Holder is not and will not upon receipt of such  Registrable  Securities
become an affiliate of the Company.

                                    ARTICLE 3

                                   Termination

Section 3.1 Certain Terminations.

     (a) The provisions of this Agreement  shall  terminate on the date which is
ten (10) years from the date of this Agreement.

     (b)  Notwithstanding  the  foregoing,  this  Agreement  shall in any  event
terminate  with  respect  to any  Holder  when such  Holder  no longer  owns any
Registrable Securities.

                                    ARTICLE 4

                                  Miscellaneous

Section 4.1 Successors and Assigns.

     The rights to have the Company register Registrable  Securities pursuant to
this Agreement shall be  automatically  assigned by the Holder to any transferee
of all or any portion of such securities of Registrable  Securities only if: (a)
the Holder  agrees in writing  with the  transferee  or  assignee to assign such
rights,  and a copy of such  agreement  is  furnished  to the  Company  within a
reasonable time after such  assignment,  (b) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (i) the
name and address of such  transferee  or assignee and (ii) the  securities  with
respect to which such registration rights are being transferred or assigned, (c)
immediately  following  such transfer or


                                       10
<PAGE>

assignment  the further  disposition  of such  securities  by the  transferee or
assignee is restricted  under the Securities Act and applicable state securities
laws,  and (d) at or before the time the Company  received  the  written  notice
contemplated by clause (b) of this sentence the transferee or assignee agrees in
writing with the Company to be bound by all of the provisions  contained herein.
In the event of any delay in filing the  Registration  Statement  as a result of
such  assignment,  the Company shall not be liable for any damages  arising from
such delay.

Section 4.2 Amendment and Modification; Waiver of Compliance; Conflicts.

     (a)  This  Agreement  may be  amended  only by a  written  instrument  duly
executed by Greystone and Schick.

     (b) Except as otherwise  provided in this Agreement,  any failure of any of
the parties to comply with any  obligation,  covenant,  agreement  or  condition
herein may be waived by the party  entitled to the  benefits  thereof  only by a
written  instrument signed by the party granting such waiver, but such waiver or
failure  to  insist  upon  strict  compliance  with such  obligation,  covenant,
agreement  or  condition  shall not  operate  as a waiver of, or  estoppel  with
respect to, any subsequent or other failure.

Section 4.3 Notices.

     Any  notice,  request,  claim,  demand,  document  and other  communication
hereunder to any party shall be  effective  upon receipt (or refusal of receipt)
and shall be in writing and  delivered  personally  or sent by telex or telecopy
(with such telex or telecopy  confirmed  promptly in writing sent by first class
mail), or first class mail, or other similar means of communication, as follows:

     All such  communications  shall be deemed to have been given,  delivered or
made  when so  delivered  by hand or sent by telex  (answer  back  received)  or
facsimile, or five business days after being so mailed.

Section 4.4 Headings.

     The section and  paragraph  headings  contained in this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

Section 4.5 LITIGATION.

     THIS  AGREEMENT  SHALL BE GOVERNED BY,  CONSTRUED,  APPLIED AND ENFORCED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK.  EACH OF THE PARTIES  HERETO
ACKNOWLEDGES  AND AGREES THAT IN THE EVENT OF ANY BREACH OF THIS AGREEMENT,  THE
NON-BREACHING  PARTY WOULD BE IRREPARABLY  HARMED AND COULD NOT BE MADE WHOLE BY
MONETARY DAMAGES, AND THAT, IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE
ENTITLED AT LAW OR IN EQUITY, THE PARTIES SHALL BE


                                       11
<PAGE>

ENTITLED TO SUCH  EQUITABLE OR  INJUNCTIVE  RELIEF AS MAY BE  APPROPRIATE.  EACH
PARTY AGREES THAT  JURISDICTION  AND VENUE WILL BE PROPER IN NEW YORK AND WAIVES
ANY  OBJECTIONS  BASED UPON FORUM NON  CONVENIENS.  EACH PARTY  WAIVES  PERSONAL
SERVICE OF PROCESS AND AGREES THAT A SUMMONS AND COMPLAINT  COMMENCING AN ACTION
OR PROCEEDING SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF
SERVED BY REGISTERED OR CERTIFIED  MAIL TO THE PARTY AT THE ADDRESS SET FORTH IN
THIS AGREEMENT, OR AS OTHERWISE PROVIDED BY THE LAWS OF THE STATE OF NEW YORK OR
THE UNITED  STATES.  THE CHOICE OF FORUM SET FORTH IN THIS SECTION 4.5 SHALL NOT
BE DEEMED TO PRECLUDE  THE  ENFORCEMENT  OF ANY  JUDGMENT  OBTAINED IN ANY OTHER
FORUM OR THE TAKING OF ANY ACTION  UNDER THIS  AGREEMENT  TO ENFORCE SAME IN ANY
OTHER APPROPRIATE JURISDICTION.

Section 4.6 No Strict Construction.

     The  language  used in this  Agreement  will be deemed  to be the  language
chosen by the parties  hereto to express  their  mutual  intent,  and no rule of
strict construction will be applied against any person.

Section 4.7 Counterparts.

     This Agreement may be executed in one or more  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.


                                       12
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have caused this  instrument to be
duly executed as of the date first above written.


                                                  SCHICK TECHNOLOGIES, INC.


                                                  ------------------------------
                                                  By: David Schick
                                                  Title: CEO


                                                  GREYSTONE FUNDING ORPORATION


                                                  ------------------------------
                                                  By:  Stephen Rosenberg
                                                  Title: President


                                       13
</TEXT>
</DOCUMENT>
