SC 13D

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington, D.C. 20549	Expires: December 31, 2005
SCHEDULE 13D	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Schick Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

806683 10 8

(CUSIP Number)

Timothy P. Sullivan

Nicholas W. Alexos

Madison Dearborn Partners, LLC

Three First National Plaza, Suite 3800

Chicago, Illinois  60602

(312) 895-1000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

COPY TO:

James S. Rowe

Kirkland & Ellis LLP

200 E. Randolph Drive

Chicago, Illinois 60601

(312) 861-2000

September 25, 2005

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  806683 10 8
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sirona Holdings Luxco S.C.A.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Grand Duchy of Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None
			8.	Shared Voting Power  6,842,382 shares of Common Stock
			9.	Sole Dispositive Power  None
			10.	Shared Dispositive Power  None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  6,842,382 shares of Common Stock (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  40.2% of Common Stock (See Item 5)
	14.	Type of Reporting Person (See Instructions) PN

2

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sirona Holdings S.A.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Grand Duchy of Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None
			8.	Shared Voting Power  6,842,382 shares of Common Stock
			9.	Sole Dispositive Power  None
			10.	Shared Dispositive Power  None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  6,842,382 shares of Common Stock (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  40.2% of Common Stock (See Item 5)
	14.	Type of Reporting Person (See Instructions) CO

3

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) MDCP IV Global Investments LP
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None
			8.	Shared Voting Power  6,842,382 shares of Common Stock
			9.	Sole Dispositive Power  None
			10.	Shared Dispositive Power  None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  6,842,382 shares of Common Stock (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  40.2% of Common Stock (See Item 5)
	14.	Type of Reporting Person (See Instructions) PN

4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) MDCP IV Global GP, LP
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None
			8.	Shared Voting Power  6,842,382 shares of Common Stock
			9.	Sole Dispositive Power  None
			10.	Shared Dispositive Power  None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  6,842,382 shares of Common Stock (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  40.2% of Common Stock (See Item 5)
	14.	Type of Reporting Person (See Instructions) PN

5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) MDP Global Investors Limited
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None
			8.	Shared Voting Power  6,842,382 shares of Common Stock
			9.	Sole Dispositive Power  None
			10.	Shared Dispositive Power  None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  6,842,382 shares of Common Stock (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  40.2% of Common Stock (See Item 5)
	14.	Type of Reporting Person (See Instructions) OO

6

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Madison Dearborn Partners, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None
			8.	Shared Voting Power  6,842,382 shares of Common Stock
			9.	Sole Dispositive Power  None
			10.	Shared Dispositive Power  None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  6,842,382 shares of Common Stock (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  40.2% of Common Stock (See Item 5)
	14.	Type of Reporting Person (See Instructions) OO

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Item 1.	Security and Issuer
The class of equity security to which this statement relates is the Common Stock, par value $0.01 per share (the “Common Stock”), of Schick Technologies, Inc., a Delaware corporation (“Schick”).  The principal executive offices of Schick are located at 30-00 47th Avenue, Long Island City, NY  11101.
Item 2.	Identity and Background
This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i)Sirona Holdings Luxco S.C.A. (“Luxco”), an entity organized under the laws of the Grand Duchy of Luxembourg, by virtue of its deemed beneficial ownership of 6,842,382shares of Common Stock of Schick; (ii)Sirona Holdings S.A. (“Holdings”), an entity organized under the laws of the Grand Duchy of Luxembourg, by virtue of its being the sole manager of Luxco; (iii)MDCP IV Global Investments LP (“MDCP IV Global Investments”), a Cayman Islands limited partnership, by virtue of its being the controlling shareholder of Holdings; (iv)MDCP IV Global GP, LP (“MDCP IV Global GP”), a Cayman Islands limited partnership, by virtue of its being the sole general partner of MDCP IV Global Investments and a shareholder of Holdings; (v)MDP Global Investors Limited (“MDP Global Investors”), a company incorporated in the Cayman Islands with limited liability, by virtue of its being the sole general partner of MDCP IV Global GP; and (vi)Madison Dearborn Partners, LLC (“Madison Dearborn Partners”), a Delaware limited liability company, at whose direction each of the above-referenced entities have been formed, all of whom are collectively referred to as the “Reporting Persons.”  The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, a copy of which is filed with this Schedule 13D as Exhibit 99.A (which is hereby incorporated by reference) pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act.  The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement. Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. Certain information required by this Item 2 concerning the executive officers and directors of Holdings, MDP Global Investors and Madison Dearborn Partners is set forth on Schedule A attached hereto, which is incorporated herein by reference.

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The address of the principal business office of Luxco is 8-10, rue Mathias Hardt, L-1717  Luxembourg.  The address of the principal business office of Holdings is 10, rue Henri M. Schnadt, L-2530  Luxembourg.  The address of the principal business office of each of MDCP IV Global Investments, MDCP IV Global GP and MDP Global Investors is c/o Walkers SPV Limited, Walker House, P.O. Box 908GT, Mary Street, George Town, Grand Cayman, Cayman Islands.  The address of the principal business office of Madison Dearborn Partners is Three First National Plaza, Suite 3800, Chicago, Illinois  60602. Luxco was formed in June of 2005 by affiliates of Madison Dearborn Partners to acquire Blitz 05-118 GmbH, a corporation established under the laws of the Federal Republic of Germany and to be renamed Sirona Holding GmbH (“Sirona”).  Sirona is a parent of Sirona Dental Systems GmbH, which is a manufacturer of dental equipment including treatment units, instruments, dental imaging systems and dental CAD/CAM systems.  Holdings is engaged primarily in the business of serving as the manager for Luxco.  MDCP IV Global Investments is a private equity investment fund formed by Madison Dearborn Partners.  MDCP IV Global GP is engaged primarily in the business of serving as the general partner of MDCP IV Global Investments.  MDP Global Investors is engaged primarily in the business of serving as the general partner of MDCP IV Global GP.  Madison Dearborn Partners is primarily engaged in serving as the general partner for private equity funds engaged primarily in the business of investing and managing private equity investments. None of the Reporting Persons nor, to the best of their knowledge, the Reporting Persons’ executive officers, managing directors or general partners (as applicable) has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons nor, to the best of their knowledge, the Reporting Persons’ executive officers, managing directors or general partners (as applicable) has, during the last five years, been 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. Information with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.  The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described herein.
Item 3.	Source and Amount of Funds or Other Consideration
As more fully described in Item 4 hereof, Luxco and each of William K. Hood, Curtis M. Rocca, Euval Barrakette, Dr. Allen Schick, Arthur D. Kowaloff, Michael Stone, Jeffrey Slovin, Greystone Funding Corporation and Stan Mandelkern (collectively, the “Stockholders”) entered into Voting Agreements and Irrevocable Proxies (each, a “Voting Agreement” and, collectively, the “Voting Agreements”) dated September 25, 2005 as an inducement for Luxco and Sirona to enter into the Exchange Agreement, dated as of September 25, 2005 (the “Exchange Agreement”), by and among Schick, Luxco and Sirona.  An aggregate of 6,842,382 shares of Common Stock (including 968,578 outstanding options held by the Stockholders which are either currently exercisable or exercisable within 60 days of September 25, 2005) are subject to the terms of the Voting Agreements.  Each Stockholder’s obligations under the respective Voting Agreement are individual obligations and are not joint or several obligations.

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The transactions contemplated by the Voting Agreements are not expected to require the expenditure of any funds.  No funds were borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Common Stock. The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.
Item 4.	Purpose of Transaction
Pursuant to the Exchange Agreement, which is incorporated herein by reference to Exhibit 99.B hereto, (i) Luxco will transfer to Schick 100% of the issued and outstanding share capital of Sirona and a Promissory Note issued June 30, 2005 by Sirona to Luxco in the original principal amount of €150,992,464 and (ii) Schick will issue to Luxco 36,972,480 shares of Common Stock (the “Exchange”).  After the Exchange, Sirona will be a wholly-owned subsidiary of Schick.  In connection with the Exchange, Schick will seek to amend its certificate of incorporation to increase the number of authorized shares of Common Stock and to change its corporate name to Sirona Dental Systems, Inc. (the “Certificate Amendment”) and Schick will deliver a proxy statement to all of its holders of outstanding shares of Common Stock with respect to the approval of the Certificate Amendment, the Exchange and the adoption of the Exchange Agreement.  The Exchange and the Certificate Amendment are referred to herein as the “Transactions.” Pursuant to the Voting Agreements, each Stockholder has agreed, among other things, to vote, or provide a consent with respect to, such Stockholder’s shares of Common Stock that are subject to the Voting Agreements (the “Subject Shares”) at any meeting of holders of Common Stock of Schick or in connection with any action by written consent: (i) in favor of the adoption of the Exchange Agreement and the Certificate Amendment and in favor of the transactions contemplated by the Exchange Agreement and any actions required in furtherance thereof; (ii) against any other merger, consolidation, combination, sale of substantial assets, sale of capital stock, sale of debt securities, reorganization, recapitalization, tender offer, dissolution, liquidation or winding up of or by Schick or any of its subsidiaries or any Competing Transaction (as defined in the Exchange Agreement) with respect to Schick (other than thet Exchange Agreement and the transactions contemplated thereby); and (iii) against any amendment of Schick’s bylaws or certificate of incorporation (other than the Certificate Amendment) or other action or agreement that would impede, frustrate, hinder, delay, prevent or nullify the Voting Agreements, the Exchange Agreement, the Certificate Amendment or the transactions contemplated by the Voting Agreements or the Exchange Agreement or result in a breach in any respect of any covenant, representation or warranty or any other obligation of Schick under the Exchange Agreement.  Pursuant to the Voting Agreements, each Stockholder granted to Luxco an irrevocable proxy and appointed Luxco, or any nominee of Luxco, as its attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote (by written consent or otherwise) such Stockholder’s Subject Shares at any meeting of the stockholders of Schick on the matters and in the manner described in the immediately preceding sentence. In addition, subject to certain limited exceptions, each Stockholder has agreed under the Voting Agreements not to (i) sell, transfer, pledge or otherwise encumber, assign or otherwise dispose of any of such Stockholder’s Subject Shares or any option or other right to acquire any shares of capital stock of Schick (an “Option”), (ii) enter into any contract, agreement, option or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of such Stockholder’s Subject Shares or Options, (iii) grant any proxy, power-of-attorney, option or other authorization in or with respect to such Stockholder’s Subject Shares or Options or (iv) deposit such Stockholder’s Subject Shares or Options into a voting trust or enter into a voting agreement or arrangement with respect to such Stockholder’s Subject Shares or Options.

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Pursuant to the Voting Agreements, each Stockholder has also agreed that it will not, and will not authorize or permit any of its officers, directors and affiliates and it will use its commercially reasonable efforts to cause its agents, employees and advisors not to, directly or indirectly: (i) solicit, initiate or knowingly encourage any inquiries or the making of any proposal or offer that constitutes, or is reasonably expected to lead to, any Competing Transaction relating to Schick or its subsidiaries (other than the Transactions); (ii) enter into or maintain or continue discussions or negotiations with any person (other than Luxco or its affiliates) in furtherance of such inquiries or to obtain a Competing Transaction relating to Schick or its subsidiaries; (iii) agree to any Competing Transaction (other than the Transactions) relating to Schick or its subsidiaries; or (iv) endorse any Competing Transaction (other than the Transactions) relating to Schick or its subsidiaries.

The purpose of entering into the Voting Agreements was to induce Luxco and Sirona to enter into the Exchange Agreement and to facilitate the approval of the Transactions.

There are several conditions to the consummation of the Exchange pursuant to the terms of the Exchange Agreement, including: (i) a condition that all of the directors on Schick’s board of directors other than William K. Hood, Arthur D. Kowaloff and Jeffrey T. Slovin must resign, the number of directors on Schick’s board of directors must be increased to ten and Timothy P. Sullivan, Nicholas W. Alexos, Timothy Sheehan, David Beecken, Harry M. Jansen Kraemer, Jr., Jost Fischer and Simone Blank, or such other persons as designated by Luxco prior to the closing of the Exchange, must be elected to fill the vacancies and to serve as directors of Schick; and (ii) a condition that the Certificate Amendment must have been filed with the Secretary of State of the State of Delaware and must have become effective.

Except as set forth in the preceding paragraphs, as of the date hereof, the Reporting Persons do not 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, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(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, bylaws 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 Act; or

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(j)Any action similar to any of those enumerated above. Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future. The foregoing discussion is qualified in its entirety by reference to the Exchange Agreement and the Voting Agreements, the terms of each of which are incorporated herein by reference to Exhibits 99.B and 99.C hereto. The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)–(b)Upon the execution of the Voting Agreements, Luxco may be deemed to have acquired “beneficial ownership” (as defined in Rule 13d-3 promulgated under the Exchange Act) of the Subject Shares under each Voting Agreement.  Pursuant to the Voting Agreements, Luxco may be deemed to have the shared power to vote the Subject Shares under each Voting Agreement with respect to the matters set forth in such Voting Agreements.  Luxco has neither sole nor shared dispositive power over the Subject Shares pursuant to the terms of the Voting Agreements.  As of September 25, 2005, the aggregate number of Subject Shares under the Voting Agreements totaled 6,842,382 and constituted approximately 40.2% of the issued and outstanding Common Stock.  968,578 of the 6,842,382 Subject Shares are not currently issued and outstanding but only issuable upon the exercise of outstanding options held by the Stockholders which are either currently exercisable or exercisable within 60 days of September 25, 2005. Holdings, as the sole manager of Luxco, may be deemed to have acquired beneficial ownership of the Subject Shares pursuant to the terms of the Voting Agreements and to have the shared power to vote the Subject Shares with respect to the matters set forth in the Voting Agreements. MDCP IV Global Investments is the controlling shareholder of Holdings.  By virtue of this relationship, MDCP IV Global Investments may be deemed to have acquired beneficial ownership of the Subject Shares pursuant to the terms of the Voting Agreements and to have the shared power to vote the Subject Shares with respect to the matters set forth in the Voting Agreements. MDCP IV Global GP, as the sole general partner of MDCP IV Global Investments, may be deemed to have acquired beneficial ownership of the Subject Shares pursuant to the terms of the Voting Agreements and to have the shared power to vote the Subject Shares with respect to the matters set forth in the Voting Agreements. MDP Global Investors, as the sole general partner of MDCP IV Global GP, may be deemed to have acquired beneficial ownership of the Subject Shares pursuant to the terms of the Voting Agreements and to have the shared power to vote the Subject Shares with respect to the matters set forth in the Voting Agreements. Madison Dearborn Partners, by virtue of its role in directing the formation of each of the above-referenced Reporting Persons, may be deemed to have acquired beneficial

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ownership of the Subject Shares pursuant to the terms of the Voting Agreements and to have the shared power to vote the Subject Shares with respect to the matters set forth in the Voting Agreements. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described herein.  The filing of this Schedule 13D by Luxco, Holdings, MDCP IV Global Investments, MDCP IV Global GP, MDP Global Investors and Madison Dearborn Partners shall not be considered an admission that such Reporting Persons, for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any of the Subject Shares. All of the percentages calculated in this Schedule 13D are based upon an aggregate of 16,067,940 shares of Common Stock outstanding on September 25, 2005 and 968,578 shares of Common Stock issuable upon the exercise of outstanding options held by the Stockholders which are either currently exercisable or exercisable within 60 days of September 25, 2005. (c)Except for the transactions described herein, there have been no other transactions in the securities of Schick effected by the Reporting Persons in the last 60 days. (d)To the knowledge of the Reporting Persons, only the Stockholders have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Subject Shares. (e)Inapplicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except for the agreements described above or in response to Items 3 and 4 of this Schedule 13D, which are hereby incorporated herein by reference, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and any other person, with respect to any securities of Schick, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to Be Filed as Exhibits
Exhibit 99.A—Schedule 13D Joint Filing Agreement, dated September 27, 2005, by and among Luxco, Holdings, MDCP IV Global Investments, MDCP IV Global GP, MDP Global Investors and Madison Dearborn Partners. Exhibit 99.B—Exchange Agreement, dated as of September 25, 2005, by and among Luxco, Sirona and Schick (incorporated by reference to Exhibit 99.1 to Schick’s Current Report on Form 8-K filed with the Commission on September 26, 2005) Exhibit 99.C— Voting Agreements and Irrevocable Proxies, each dated as of September 25, 2005, by and between Luxco and each of the Stockholders

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SIGNATURES

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

Date:  September 27, 2005

SIRONA HOLDINGS LUXCO S.C.A.
By:	Sirona Holdings S.A.
Its:	Manager
By:	/s/ TIMOTHY SULLIVAN
Name:	Timothy Sullivan
Its:	A Director
By:	/s/ CATHERINE KOCH
Name:	Catherine Koch
Its:	B Director
SIRONA HOLDINGS S.A.
By:	/s/ TIMOTHY SULLIVAN
Name:	Timothy Sullivan
Its:	A Director
By:	/s/ CATHERINE KOCH
Name:	Catherine Koch
Its:	B Director
MDCP IV GLOBAL INVESTMENTS LP
By:	MDCP IV Global GP, LP
Its:	General Partner
By:	MDP Global Investors Limited
Its:	General Partner
By:	/s/ TIMOTHY SULLIVAN
Name:	Timothy Sullivan
Its:	Managing Director

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MDCP IV GLOBAL GP, LP
By:	MDP Global Investors Limited
Its:	General Partner
By:	/s/ TIMOTHY SULLIVAN
Name:	Timothy Sullivan
Its:	Managing Director
MDP GLOBAL INVESTORS LIMITED
By:	/s/ TIMOTHY SULLIVAN
Name:	Timothy Sullivan
Its:	Managing Director
MADISON DEARBORN PARTNERS, LLC
By:	/s/ TIMOTHY SULLIVAN
Name:	Timothy Sullivan
Its:	Managing Director

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SCHEDULE A

Directors and Executive Officers of Holdings:  Holdings is the sole manager of Luxco and is governed by a Board of Directors consisting of two A Directors and two B Directors.  The two A Directors are Timothy P. Sullivan and Nicholas W. Alexos, both of whom are Managing Directors of Madison Dearborn Partners.  The two B Directors are Catherine Koch and Alain Peigneux, both of whom are General Managers of Mercuria Services, S.A., an independent business service company that performs certain services for Holdings.  The principal business address of Timothy P. Sullivan and Nicholas W. Alexos, each of whom is a United States citizen, is c/o Madison Dearborn Partners, LLC, Three First National Plaza, Suite 3800, Chicago, Illinois  60602, telephone (312) 895-1000.  The principal business address of Catherine Koch, who is a citizen of France and a resident of Luxembourg, and Alain Peigneux, who is a citizen of Belgium and a resident of Luxembourg, is c/o Mercuria Services, S.A., 8-10, rue Mathias Hardt, L1717 Luxembourg.

Directors and Executive Officers of MDP Global Investors:  MDP Global Investors is the sole general partner of MDCP IV Global GP, which is the sole general partner of MDCP IV Global Investments, which is the controlling shareholder of Holdings.  The following individuals are Managing Directors of MDP Global Investors: Paul R. Wood, David F. Mosher, John A. Canning, Jr., Paul J. Finnegan, Samuel M. Mencoff, James N. Perry Jr., Benjamin D. Chereskin, Timothy P. Sullivan, Nicholas W. Alexos, Timothy M. Hurd, Robin P. Selati, Thomas S. Souleles and Mark B. Tresnowski.  The principal business address of each of these individuals is c/o Madison Dearborn Partners, LLC, Three First National Plaza, Suite 3800, Chicago, Illinois  60602, telephone (312) 895-1000.  Each Managing Director of MDP Global Investors is a United States citizen.

Directors and Executive Officers of Madison Dearborn Partners:  Madison Dearborn Partners is responsible for forming the other Reporting Persons described herein.  The following individuals are Managing Directors of Madison Dearborn Partners: Paul R. Wood, David F. Mosher, John A. Canning, Jr., Paul J. Finnegan, Samuel M. Mencoff, James N. Perry Jr., Benjamin D. Chereskin, Timothy P. Sullivan, Nicholas W. Alexos, Timothy M. Hurd, Robin P. Selati, Thomas S. Souleles and Mark B. Tresnowski.  Mr. Tresnowski is also General Counsel of Madison Dearborn Partners.  In addition, Michael J. Wilson is the Vice President and Chief Financial Officer of Madison Dearborn Partners and Kenneth Redman is the Director of Tax for Madison Dearborn Partners.  The principal business address of each of these individuals is c/o Madison Dearborn Partners, LLC., Three First National Plaza, Suite 3800, Chicago, Illinois  60602, telephone (312) 895-1000.  Each Managing Director and executive officer of Madison Dearborn Partners is a United States citizen.

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EX-99.A

Exhibit 99.A

SCHEDULE 13D JOINT FILING AGREEMENT

The undersigned hereby agree as follows:

(i)Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

(ii)Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date:  September 27, 2005

SIRONA HOLDINGS LUXCO S.C.A.
By:	Sirona Holdings S.A.
Its:	Manager
By:	/s/ TIMOTHY SULLIVAN
Name:	Timothy Sullivan
Its:	A Director
By:	/s/CATHERINE KOCH
Name:	Catherine Koch
Its:	B Director
SIRONA HOLDINGS S.A.
By:	/s/ TIMOTHY SULLIVAN
Name:	Timothy Sullivan
Its:	A Director
By:	/s/CATHERINE KOCH
Name:	Catherine Koch
Its:	B Director

MDCP IV GLOBAL INVESTMENTS LP
By:	MDCP IV Global GP, LP
Its:	General Partner
By:	MDP Global Investors Limited
Its:	General Partner
By:	/s/ TIMOTHY SULLIVAN
Name:	Timothy Sullivan
Its:	Managing Director
MDCP IV GLOBAL GP, LP
By:	MDP Global Investors Limited
Its:	General Partner
By:	/s/ TIMOTHY SULLIVAN
Name:	Timothy Sullivan
Its:	Managing Director
MDP GLOBAL INVESTORS LIMITED
By:	/s/ TIMOTHY SULLIVAN
Name:	Timothy Sullivan
Its:	Managing Director
MADISON DEARBORN PARTNERS, LLC
By:	/s/ TIMOTHY SULLIVAN
Name:	Timothy Sullivan
Its:	Managing Director

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EX-99.C

Exhibit 99.C

VOTING AGREEMENT AND IRREVOCABLE PROXY

THIS VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of September 25, 2005 (this “Agreement”), is made by and between Sirona Holdings Luxco S.C.A., a société en commandite par actions, organized under the laws of the Grand Duchy of Luxembourg (“Luxco”) and William K. Hood(the “Stockholder”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Exchange Agreement (as the same may hereafter be amended from time-to-time, the “Exchange Agreement”) dated as of the date hereof by and among Schick Technologies, Inc., a Delaware corporation (“Schick”), Luxco and Blitz 05-118 GmbH, a corporation established under the laws of the Federal Republic of Germany and to be renamed Sirona Holding GmbH (“Sirona”).

W I T N E S S E T H :

WHEREAS, concurrently with the execution and delivery of this Agreement, Schick, Luxco and Sirona have entered into the Exchange Agreement pursuant to which Luxco will transfer the Sirona Shares and the Sirona Note to Schick and Schick will transfer the Schick Shares to Luxco (the “Exchange Transactions”), on the terms and conditions set forth therein;

WHEREAS, in connection with the Exchange Transactions, Schick will seek to amend its certificate of incorporation to increase the number of authorized shares of Common Stock as set forth in the Certificate Amendment (the “Certificate Amendment”, and together with the Exchange Transactions, the “Transactions”);

WHEREAS,in furtherance of the Transactions, the parties hereto desire that as soon as practicable after the execution and delivery of the Exchange Agreement, Schick will deliver a Proxy Statement to all of the holders of outstanding shares of Common Stock (including all of the Existing Shares (as defined in Section 3 hereof));

WHEREAS,the Board of Directors of Schick has duly adopted resolutions approving the Exchange Agreement, the Transactions and this Agreement and recommending that Schick’s stockholders adopt the Exchange Agreement and the Certificate Amendment and approve the Transactions; and

WHEREAS,as a condition to the willingness of Luxco to enter into the Exchange Agreement, Luxco has requested that certain stockholders of Schick (including the Stockholder) enter into this Agreement, and in order to induce Luxco to enter into the Exchange Agreement, the Stockholder has agreed to enter into this Agreement solely in the Stockholder’s capacity as a stockholder of Schick.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein and the execution and delivery by Schick and Luxco of the Exchange Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Definitions.  For purposes of this Agreement:

(a)“Affiliate” of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth in this Agreement, neither Schick nor any of its Subsidiaries shall be deemed to be an Affiliate of the Stockholder, nor shall the Stockholder be deemed to be an Affiliate of Schick or its Subsidiaries.

(b)“Beneficially Own” or “Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, though any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission under the Exchange Act; provided for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

(c)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(d)“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

(e)“Shares” shall mean the Existing Shares together with any shares of the capital stock of Schick acquired by the Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of options or by means of purchase, stock split, dividend, distribution or otherwise.

2.Voting Agreement; Irrevocable Proxy; No Solicitation; etc.

(a)Voting Agreement.  Unless Luxco votes the Stockholder’s Shares directly pursuant to the proxy granted in Section 2(e) hereof, the Stockholder shall at the Schick Stockholders Meeting and any other meeting of the holders of Common Stock (including at any adjournment(s) thereof), however called, or in connection with any written consent of the holders of Common Stock, appear at such meeting or otherwise cause all of the shares of capital stock of Schick Beneficially Owned or owned of record by the Stockholder (including the Shares) to be counted as

2

present at such meeting for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) such shares (including the Shares), (i) in favor of the adoption of the Exchange Agreement and the Certificate Amendment and in favor of the transactions contemplated by the Exchange Agreement and any actions required in furtherance thereof and hereof; (ii) against any other merger, consolidation, combination, sale of substantial assets, sale of capital stock, sale of debt securities, reorganization, recapitalization, tender offer, dissolution, liquidation or winding up of or by Schick or any of its Subsidiaries or any Competing Transaction with respect to Schick (other than the Exchange Agreement and the transactions contemplated thereby); and (iii) against any amendment of Schick’s bylaws or certificate of incorporation (other than the Certificate Amendment) or other action or agreement that would impede, frustrate, hinder, delay, prevent or nullify this Agreement, the Exchange Agreement, the Certificate Amendment or the transactions contemplated hereby or thereby or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Schick under the Exchange Agreement.

(b)Restrictions on Transfer; No Inconsistent Arrangements.  The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Exchange Agreement and except for sales or transfers (X) if the Stockholder is an individual, to a member of such Stockholder’s immediate family (so long as such transferee agrees in advance in writing to be bound by and perform the terms of this Agreement) or (Y) if the Stockholder is an entity, (A) to an Affiliate of such Stockholder (so long as such Affiliate agrees in advance in writing to be bound by and perform the terms of this Agreement) or (B) with the prior written consent of Luxco (such consent to be withheld only in the event that Luxco reasonably determines that such sale or transfer may be related to or could reasonably be expected to facilitate or support a Competing Transaction involving Schick or any of its Subsidiaries), to a Person that is an entity that is qualified as tax-exempt pursuant to Section 501(c)(3) of the Code (so long as such Person agrees in advance in writing to be bound by and perform the terms of this Agreement (including, without limitation, Section 2(g) hereof)), provided that any sale or transfer pursuant to this clause (B) shall only be made to one Person, shall only be of Shares and shall be structured as a gift to such Person for no material consideration, the Stockholder shall not (i) except for the pledges and encumbrances, if any, permitted by Schedule 2(b)(i), sell, transfer (with or without consideration), pledge or otherwise encumber, assign or otherwise dispose of any of the Stockholder’s Shares or any option or other right to acquire any shares of capital stock of Schick (an “Option”), (ii) enter into any contract, agreement, option or other arrangement or understanding with respect to the sale, transfer (with or without consideration), pledge, assignment or other disposition of the Stockholder’s Shares or Options, (iii) grant any proxy, power-of-attorney, option or other authorization in or with respect to the Stockholder’s Shares or Options or (iv) deposit such Shares or Options into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or Options.  In addition to the consent of Luxco, if any, required pursuant to the foregoing clause (B),

3

if applicable, prior to any sale or transfer permitted by the foregoing clause (X) or (Y), the Stockholder shall deliver written notice to Luxco and such notice shall disclose in reasonable detail the identity of such permitted transferee and shall deliver to Luxco the agreement of such transferee contemplated by the prior sentence in form and substance reasonably satisfactory to Luxco.  Notwithstanding anything to the contrary in this Agreement, the Stockholder may exercise at any time any Options issued by Schick and outstanding on the date hereof held by such Stockholder and any shares received in connection with such exercise shall constitute additional Shares subject to this Agreement.

(c)No Solicitation.  The Stockholder hereby agrees, solely in the Stockholder’s capacity as a stockholder of Schick, that the Stockholder will not, nor shall it authorize or permit any of its officers, directors and Affiliates and it will use its commercially reasonable efforts to cause its agents, employees and advisors not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including, but not limited to, by way of furnishing nonpublic information) any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to Schick’s stockholders) that constitutes, or is reasonably expected to lead to, any Competing Transaction relating to Schick or its Subsidiaries (other than the Transactions), (ii) enter into or maintain or continue discussions or negotiations with any Person (other than Luxco or its Affiliates) in furtherance of such inquiries or to obtain a Competing Transaction relating to Schick or its Subsidiaries, (iii) agree to any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries or (iv) endorse any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries.  The Stockholder shall promptly (within 24 hours) notify Luxco after receipt by him or it (or any of his or its officers, directors, employees, agents or advisors or other representatives) of any Competing Transaction Proposal or any request for nonpublic information or inquiry which he or it reasonably believes could be expected to lead to a Competing Transaction Proposal and shall provide to Luxco, in writing, the terms and conditions of any such Competing Transaction Proposal, or such request or inquiry and the identity of the Person making the same.

(d)Waiver of Appraisal Rights.  The Stockholder hereby waives any rights of appraisal or rights to dissent from the Exchange Transactions, if any, that the Stockholder may have under applicable law or otherwise.

(e)Irrevocable Proxy.  The Stockholder hereby grants an irrevocable proxy during the term of this Agreement to Luxco, and hereby constitutes and appoints Luxco, or any nominee of Luxco, as its attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote (by written consent or otherwise) the Shares which the Stockholder is entitled to vote at any meeting of the stockholders of Schick (whether annual or special and whether or not an adjourned or postponed meeting), on the matters and in the manner specified in Section 2(a) of this Agreement.  THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.  The Stockholder hereby revokes all previous proxies granted with respect to the Shares, and no subsequent proxy shall be given

4

(and if given or executed, shall not be effective) by the Stockholder.  All authority herein conferred or agreed to be conferred shall survive any bankruptcy or dissolution of the Stockholder and the subsequent holders of any Shares.  Luxco may terminate the foregoing proxy with respect to the Stockholder at any time at its sole election by written notice to the Stockholder.

(f)No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in Luxco any direct or indirect ownership or incidence of ownership of or with respect to any Shares.  All ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholder, and Luxco shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Schick or exercise any power or authority to direct the Stockholder in the voting of any of the Shares, except as otherwise provided herein.

(g)Limited Holdback of Certain Holders.  In addition to the restrictions set forth in Section 2(b), the Person that acquires Shares from the Stockholder or its assignees or transferees or their respective assignees or transferees, in any case, in reliance on the transfer exception set forth in clause (B) of Section 2(b) hereof (such Person, the “Charitable Holder”), shall be subject to and hereby agrees to the following covenant:  the Charitable Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act of 1933, as amended) of equity securities of Schick, or any securities convertible into or exchangeable or exercisable for such securities, prior to December 15, 2006, unless Luxco otherwise agrees in advance and in writing.

3.Representations and Warranties of the Stockholder.  The Stockholder hereby represents and warrants to Luxco as follows:

(a)Ownership of Shares.  The Stockholder is the record and Beneficial Owner of 30,250 shares of Schick’s Common Stock (the “Existing Shares”).  On the date hereof, except as set forth on Schedule I to this Agreement, the Existing Shares constitute all of the Shares owned of record or Beneficially Owned by the Stockholder and the Stockholder does not own any option, warrant or other right to acquire any shares of Common Stock.  Subject to the encumbrance set forth on Schedule 2(b)(i), if any, the Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth herein, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

(b)Organization; Power; Binding Agreement.  If the Stockholder is an entity, the Stockholder is a legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.

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If the Stockholder is an individual, such Stockholder has the legal capacity to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has been duly and validly authorized by all necessary action on the part of the Stockholder and no other proceedings on the part of the Stockholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby and will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy agreement, pledge agreement, shareholders agreement or voting trust or, if the Stockholder is an entity, the Stockholder’s organizational documents.  This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by or on behalf of Luxco, constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.  There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

(c)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by the Stockholder, and performance of this Agreement by the Stockholder will not (i) if the Stockholder is an entity, contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to the Stockholder, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair the Stockholder’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of the Stockholder pursuant to any Contract to which the Stockholder is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to the Stockholder, except where any of the foregoing in clauses (i),(ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an adverse effect on the execution, delivery or performance by the Stockholder of this Agreement.

4.Reliance by Luxco.  The Stockholder understands and acknowledges that Luxco is entering into the Exchange Agreement in reliance upon the Stockholder’s execution,

6

delivery and performance of this Agreement and the completeness and accuracy of the representations and warranties contained herein.

5.Further Assurances.  From time-to-time, at Luxco’s request and without further consideration, the Stockholder shall execute and deliver such additional documents and take all such further lawful action as Luxco may reasonably request for the purpose of carrying out the transactions contemplated by this Agreement.

6.Representations and Warranties of Luxco.  Luxco hereby represents and warrants to the Stockholder as follows:

(a)Organization; Power; Binding Agreement.  Luxco is a société en commandite par actions, duly organized and validly existing under the laws of the Grand Duchy of Luxembourg, and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.  The execution, delivery and performance of this Agreement by Luxco has been duly and validly authorized by all necessary action on the part of Luxco and no other proceedings on the part of Luxco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Luxco, and assuming the due authorization, execution and delivery by or on behalf of the Stockholder, constitutes a valid and binding agreement of Luxco, enforceable against Luxco in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by Luxco, and performance of this Agreement by Luxco will not (i) contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to Luxco, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair Luxco’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of Luxco pursuant to any Contract to which Luxco is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to Luxco, except where any of the foregoing in clauses (i), (ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an

7

adverse effect on the execution, delivery or performance by Luxco of this Agreement.

7.Termination.

(a)Termination.  The covenants and agreements in this Agreement shall terminate upon the earlier to occur of (i) the termination of the Exchange Agreement in accordance with its terms and (ii) the Closing.  Notwithstanding the foregoing, the agreements in Section 1, Section 7, Section 8(c) and Section 9 hereof shall continue indefinitely and survive any termination pursuant to this Section 7.  Notwithstanding the foregoing, the agreements in Section 2(g) hereof shall continue and survive any termination pursuant to clause (ii) of the first sentence of this Section 7(a) until December 15, 2006.

(b)Effect of Termination.  In the event of a termination of this Agreement as provided in Section 7(a) hereof, this Agreement and the proxy granted in Section 2(e) hereof shall forthwith become void and there shall be no liability or obligation on the part of Luxco or the Stockholder or their respective officers, directors or partners hereunder thereafter, except as to those Sections referenced in the last two sentences of Section 7(a) above for which any liability or obligation shall survive as provided therein; provided, however, that nothing herein shall relieve any party for liability for any breach hereof prior to any such termination.

8.Other Agreements.

(a)Survival of Representations and Warranties; Exclusive Representations and Warranties.  All representations and warranties contained herein or made in writing by any party in connection herewith shall not survive the termination of this Agreement; provided that no such termination shall relieve any party hereto form any liability from a breach of this Agreement prior to the date of termination.  The Stockholder agrees that, except for the representations and warranties contained in this Agreement, neither Luxco nor any of its Affiliates or representatives makes any other representations or warranties, and Luxco hereby disclaims any other representations and warranties made by itself or any of its representatives to the Stockholder, with respect to the execution and delivery of this Agreement, the documents and the instruments referred to herein, or the transactions contemplated hereby or thereby, notwithstanding the delivery or disclosure to the Stockholder or the Stockholder’s representatives of any documentation or other information with respect to any one or more of the foregoing.

(b)Public Announcements.  The Stockholder agrees that the Stockholder will not issue any press release or otherwise make any public statement with respect to this Agreement, the Exchange Agreement or the transactions contemplated hereby or thereby without the prior written consent of Luxco; provided, however, that such disclosure can be made without obtaining such prior consent if such party

8

determines based upon the advice from its legal counsel that such disclosure is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and the party making such disclosure has first used its commercially reasonable efforts to consult with the other parties about the form and substance of such disclosure prior to making such disclosure.

(c)Confidentiality.  The Stockholder will maintain the confidentiality of any information relating to the business, operations, financial structure, financial position or financial results, customers, suppliers, contracts, employees and affairs of Schick or its Subsidiaries that shall not be generally known to the public or to other participants in Schick’s industry (“Schick Confidential Information”); provided however, that such restriction shall not apply as to particular portions of Schick Confidential Information (i) if, and only to the extent, such portions become generally available to the public other than as a result of a disclosure by the Stockholder in violation of this Section 8(c) or (ii) if the Stockholder determines based upon the advice from its legal counsel that disclosure by the Stockholder on its own behalf is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and has used its or his commercially reasonable efforts to consult with Luxco about the form and substance of such disclosure prior to making such disclosure, in which event it may disclose to the extent, but only to the extent, so required under such applicable law or regulations.  In addition, the restrictions in the prior sentence shall not apply as to particular portions of Schick Confidential Information which the Stockholder reasonably believes it needs to disclose to a court, tribunal or arbitration panel in an action to enforce or defend its rights under and with respect to this Agreement.  In the event that the Stockholder is requested or becomes compelled (by oral questions, interrogatories, requests for information or documents, subpoena, investigative demand or similar legal or regulatory process) to disclose any Schick Confidential Information, the Stockholder will promptly provide Luxco with written notice so Luxco or Schick may seek a protective order or other appropriate remedy and the Stockholder will fully cooperate with Luxco’s or Schick’s efforts to obtain the same.  If, in the absence of a protective order or other remedy or waiver, the Stockholder, after consultation with Luxco, is compelled to disclose such Schick Confidential Information to any tribunal or regulatory authority or else, in the reasonable judgment of the Stockholder’s counsel, stands liable for contempt or will suffer other censure or penalty, the Stockholder will furnish only that portion of Schick Confidential Information which is required to be furnished.

9.Miscellaneous.

(a)Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

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(b)Binding Agreement.  This Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any person or entity to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder’s heirs, guardians, administrators or successors.

(c)Assignment.  This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties; provided that Luxco may assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly owned Subsidiary of it, but no such assignment shall relieve it of its obligations hereunder if such assignee does not perform such obligations.

(d)Amendments, Waivers, Etc.  This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Luxco and the Stockholder.

(e)Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if given) by hand delivery or telecopy (with a confirmation copy sent for next day delivery via courier service, such as Federal Express), or by any courier service, such as Federal Express, providing proof of delivery.  All communications hereunder shall be delivered to the respective parties at the following addresses:

If to the Stockholder:

William K. Hood

Balboa Bay Club

1221 W Coast Highway

APT 507

Newport Beach, CA  92663

Attention:

Facsimile:

and

Schick Technologies, Inc.
30-00 47^th Avenue
Long Island City, NY  11101

Attention:Jeffrey T. Slovin
Facsimile:(718) 729-3469

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and

Dorsey & Whitney LLP
250 Park Avenue
New York, NY  10177

Attention:Barry Wade
Facsimile:(212) 953-7201

If to Luxco:

Sirona Holdings Luxco S.C.A.

8-10, rue Mathias Hardt

L-1717 Luxembourg

Attention: Catherine Koch

Facsimile: +352 480-631

and

Sirona Holdings Luxco S.C.A.

c/o Madison Dearborn Partners

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy P. Sullivan

Facsimile: (312) 895-1001

with copies to:

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois  60601

Attention:Sanford E. Perl, P.C.

Facsimile:(312) 861-2200

and

Piliero Goldstein Kogan & Miller, LLP

10 East 53rd Street

New York, New York 10022

Attention:Edward J. Goldstein

Facsimile:(212) 478-8504

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

(f)Severability.  Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any

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applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(g)Specific Performance.  The Stockholder recognizes and acknowledges that a breach by the Stockholder of any covenants or agreements contained in this Agreement will cause Luxco to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore in the event of any such breach or threatened breach Luxco shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, without the necessity of posting of any bond or similar undertaking.

(h)Remedies Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, power or remedy by such party.

(i)No Waiver.  The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(j)No Third Party Beneficiaries.  This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity who or which is not a party hereto.

(k)Governing Law; Jurisdiction.  This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the laws that might be applicable under conflicts of laws principles.  The Stockholder and Luxco irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the Chancery or other Courts of the State of Delaware, and the Stockholder and Luxco hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.  The Stockholder and Luxco hereby irrevocably waive, and agree not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (A) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (B) that it or its property is exempt or immune from

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jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (C) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(l)Descriptive Headings.  The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

(m)Counterparts.  This Agreement may be executed and delivered in counterparts (including delivery by facsimile or other electronic means), each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement.

(n)Expenses.  Each party shall pay its own costs and expenses, including without limitation, the fees and expenses of their respective counsel and financial advisors.

(o)Interpretation.  When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the content requires otherwise.  Words denoting the singular tense or person shall include the plural and vice versa and references to the masculine gender shall, where the context permits, include the feminine and/or neuter genders and vice versa.

(p)No Restrictions on Actions as Directors.  Notwithstanding anything to the contrary in this Agreement, in the case of any Stockholder who is a director or executive officer of Schick, the agreements of such Stockholder contained in this Agreement shall not govern, limit or restrict such Stockholder’s ability to exercise his or her fiduciary duties as a director or executive officer to the stockholders of Schick under applicable law in his or her capacity as a director or executive officer of Schick.

* * * * *

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IN WITNESS WHEREOF, Luxco and the Stockholder have caused this Voting Agreement and Irrevocable Proxy to be duly executed as of the day and year first above written.

SIRONA HOLDINGS LUXCO S.C.A.
By:	Sirona Holdings S.A.
Its:	Manager
	By:	/s/ TIMOTHY SULLIVAN
	Name:	Timothy Sullivan
	Its:	A Director
	By:	/s/ ALAIN PEIGNEUX
	Name:	Alain Peigneux
	Its:	B Director
/s/ WILLIAM K. HOOD
William K. Hood

Schedule I

Options, etc.

Options to acquire up to 90,000 shares of Schick Common Stock.

Schedule 2(b)(i)

Permitted Encumbrances

None.

VOTING AGREEMENT AND IRREVOCABLE PROXY

THIS VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of September 25, 2005 (this “Agreement”), is made by and between Sirona Holdings Luxco S.C.A., a société en commandite par actions, organized under the laws of the Grand Duchy of Luxembourg (“Luxco”) and Curtis M. Rocca(the “Stockholder”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Exchange Agreement (as the same may hereafter be amended from time-to-time, the “Exchange Agreement”) dated as of the date hereof by and among Schick Technologies, Inc., a Delaware corporation (“Schick”), Luxco and Blitz 05-118 GmbH, a corporation established under the laws of the Federal Republic of Germany and to be renamed Sirona Holding GmbH (“Sirona”).

W I T N E S S E T H :

WHEREAS, concurrently with the execution and delivery of this Agreement, Schick, Luxco and Sirona have entered into the Exchange Agreement pursuant to which Luxco will transfer the Sirona Shares and the Sirona Note to Schick and Schick will transfer the Schick Shares to Luxco (the “Exchange Transactions”), on the terms and conditions set forth therein;

WHEREAS, in connection with the Exchange Transactions, Schick will seek to amend its certificate of incorporation to increase the number of authorized shares of Common Stock as set forth in the Certificate Amendment (the “Certificate Amendment”, and together with the Exchange Transactions, the “Transactions”);

WHEREAS,in furtherance of the Transactions, the parties hereto desire that as soon as practicable after the execution and delivery of the Exchange Agreement, Schick will deliver a Proxy Statement to all of the holders of outstanding shares of Common Stock (including all of the Existing Shares (as defined in Section 3 hereof));

WHEREAS,the Board of Directors of Schick has duly adopted resolutions approving the Exchange Agreement, the Transactions and this Agreement and recommending that Schick’s stockholders adopt the Exchange Agreement and the Certificate Amendment and approve the Transactions; and

WHEREAS,as a condition to the willingness of Luxco to enter into the Exchange Agreement, Luxco has requested that certain stockholders of Schick (including the Stockholder) enter into this Agreement, and in order to induce Luxco to enter into the Exchange Agreement, the Stockholder has agreed to enter into this Agreement solely in the Stockholder’s capacity as a stockholder of Schick.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein and the execution and delivery by Schick and Luxco of the Exchange Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Definitions.  For purposes of this Agreement:

(a)“Affiliate” of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth in this Agreement, neither Schick nor any of its Subsidiaries shall be deemed to be an Affiliate of the Stockholder, nor shall the Stockholder be deemed to be an Affiliate of Schick or its Subsidiaries.

(b)“Beneficially Own” or “Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, though any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission under the Exchange Act; provided for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

(c)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(d)“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

(e)“Shares” shall mean the Existing Shares together with any shares of the capital stock of Schick acquired by the Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of options or by means of purchase, stock split, dividend, distribution or otherwise.

2.Voting Agreement; Irrevocable Proxy; No Solicitation; etc.

(a)Voting Agreement.  Unless Luxco votes the Stockholder’s Shares directly pursuant to the proxy granted in Section 2(e) hereof, the Stockholder shall at the Schick Stockholders Meeting and any other meeting of the holders of Common Stock (including at any adjournment(s) thereof), however called, or in connection with any written consent of the holders of Common Stock, appear at such meeting or otherwise cause all of the shares of capital stock of Schick Beneficially Owned or owned of record by the Stockholder (including the Shares) to be counted as

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present at such meeting for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) such shares (including the Shares), (i) in favor of the adoption of the Exchange Agreement and the Certificate Amendment and in favor of the transactions contemplated by the Exchange Agreement and any actions required in furtherance thereof and hereof; (ii) against any other merger, consolidation, combination, sale of substantial assets, sale of capital stock, sale of debt securities, reorganization, recapitalization, tender offer, dissolution, liquidation or winding up of or by Schick or any of its Subsidiaries or any Competing Transaction with respect to Schick (other than the Exchange Agreement and the transactions contemplated thereby); and (iii) against any amendment of Schick’s bylaws or certificate of incorporation (other than the Certificate Amendment) or other action or agreement that would impede, frustrate, hinder, delay, prevent or nullify this Agreement, the Exchange Agreement, the Certificate Amendment or the transactions contemplated hereby or thereby or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Schick under the Exchange Agreement.

(b)Restrictions on Transfer; No Inconsistent Arrangements.  The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Exchange Agreement and except for sales or transfers (X) if the Stockholder is an individual, to a member of such Stockholder’s immediate family (so long as such transferee agrees in advance in writing to be bound by and perform the terms of this Agreement) or (Y) if the Stockholder is an entity, (A) to an Affiliate of such Stockholder (so long as such Affiliate agrees in advance in writing to be bound by and perform the terms of this Agreement) or (B) with the prior written consent of Luxco (such consent to be withheld only in the event that Luxco reasonably determines that such sale or transfer may be related to or could reasonably be expected to facilitate or support a Competing Transaction involving Schick or any of its Subsidiaries), to a Person that is an entity that is qualified as tax-exempt pursuant to Section 501(c)(3) of the Code (so long as such Person agrees in advance in writing to be bound by and perform the terms of this Agreement (including, without limitation, Section 2(g) hereof)), provided that any sale or transfer pursuant to this clause (B) shall only be made to one Person, shall only be of Shares and shall be structured as a gift to such Person for no material consideration, the Stockholder shall not (i) except for the pledges and encumbrances, if any, permitted by Schedule 2(b)(i), sell, transfer (with or without consideration), pledge or otherwise encumber, assign or otherwise dispose of any of the Stockholder’s Shares or any option or other right to acquire any shares of capital stock of Schick (an “Option”), (ii) enter into any contract, agreement, option or other arrangement or understanding with respect to the sale, transfer (with or without consideration), pledge, assignment or other disposition of the Stockholder’s Shares or Options, (iii) grant any proxy, power-of-attorney, option or other authorization in or with respect to the Stockholder’s Shares or Options or (iv) deposit such Shares or Options into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or Options.  In addition to the consent of Luxco, if any, required pursuant to the foregoing clause (B),

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if applicable, prior to any sale or transfer permitted by the foregoing clause (X) or (Y), the Stockholder shall deliver written notice to Luxco and such notice shall disclose in reasonable detail the identity of such permitted transferee and shall deliver to Luxco the agreement of such transferee contemplated by the prior sentence in form and substance reasonably satisfactory to Luxco.  Notwithstanding anything to the contrary in this Agreement, the Stockholder may exercise at any time any Options issued by Schick and outstanding on the date hereof held by such Stockholder and any shares received in connection with such exercise shall constitute additional Shares subject to this Agreement.

(c)No Solicitation.  The Stockholder hereby agrees, solely in the Stockholder’s capacity as a stockholder of Schick, that the Stockholder will not, nor shall it authorize or permit any of its officers, directors and Affiliates and it will use its commercially reasonable efforts to cause its agents, employees and advisors not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including, but not limited to, by way of furnishing nonpublic information) any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to Schick’s stockholders) that constitutes, or is reasonably expected to lead to, any Competing Transaction relating to Schick or its Subsidiaries (other than the Transactions), (ii) enter into or maintain or continue discussions or negotiations with any Person (other than Luxco or its Affiliates) in furtherance of such inquiries or to obtain a Competing Transaction relating to Schick or its Subsidiaries, (iii) agree to any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries or (iv) endorse any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries.  The Stockholder shall promptly (within 24 hours) notify Luxco after receipt by him or it (or any of his or its officers, directors, employees, agents or advisors or other representatives) of any Competing Transaction Proposal or any request for nonpublic information or inquiry which he or it reasonably believes could be expected to lead to a Competing Transaction Proposal and shall provide to Luxco, in writing, the terms and conditions of any such Competing Transaction Proposal, or such request or inquiry and the identity of the Person making the same.

(d)Waiver of Appraisal Rights.  The Stockholder hereby waives any rights of appraisal or rights to dissent from the Exchange Transactions, if any, that the Stockholder may have under applicable law or otherwise.

(e)Irrevocable Proxy.  The Stockholder hereby grants an irrevocable proxy during the term of this Agreement to Luxco, and hereby constitutes and appoints Luxco, or any nominee of Luxco, as its attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote (by written consent or otherwise) the Shares which the Stockholder is entitled to vote at any meeting of the stockholders of Schick (whether annual or special and whether or not an adjourned or postponed meeting), on the matters and in the manner specified in Section 2(a) of this Agreement.  THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.  The Stockholder hereby revokes all previous proxies granted with respect to the Shares, and no subsequent proxy shall be given

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(and if given or executed, shall not be effective) by the Stockholder.  All authority herein conferred or agreed to be conferred shall survive any bankruptcy or dissolution of the Stockholder and the subsequent holders of any Shares.  Luxco may terminate the foregoing proxy with respect to the Stockholder at any time at its sole election by written notice to the Stockholder.

(f)No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in Luxco any direct or indirect ownership or incidence of ownership of or with respect to any Shares.  All ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholder, and Luxco shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Schick or exercise any power or authority to direct the Stockholder in the voting of any of the Shares, except as otherwise provided herein.

(g)Limited Holdback of Certain Holders.  In addition to the restrictions set forth in Section 2(b), the Person that acquires Shares from the Stockholder or its assignees or transferees or their respective assignees or transferees, in any case, in reliance on the transfer exception set forth in clause (B) of Section 2(b) hereof (such Person, the “Charitable Holder”), shall be subject to and hereby agrees to the following covenant:  the Charitable Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act of 1933, as amended) of equity securities of Schick, or any securities convertible into or exchangeable or exercisable for such securities, prior to December 15, 2006, unless Luxco otherwise agrees in advance and in writing.

3.Representations and Warranties of the Stockholder.  The Stockholder hereby represents and warrants to Luxco as follows:

(a)Ownership of Shares.  The Stockholder is the record and Beneficial Owner of 2,000 shares of Schick’s Common Stock (the “Existing Shares”).  On the date hereof, except as set forth on Schedule I to this Agreement, the Existing Shares constitute all of the Shares owned of record or Beneficially Owned by the Stockholder and the Stockholder does not own any option, warrant or other right to acquire any shares of Common Stock.  Subject to the encumbrance set forth on Schedule 2(b)(i), if any, the Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth herein, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

(b)Organization; Power; Binding Agreement.  If the Stockholder is an entity, the Stockholder is a legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.

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If the Stockholder is an individual, such Stockholder has the legal capacity to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has been duly and validly authorized by all necessary action on the part of the Stockholder and no other proceedings on the part of the Stockholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby and will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy agreement, pledge agreement, shareholders agreement or voting trust or, if the Stockholder is an entity, the Stockholder’s organizational documents.  This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by or on behalf of Luxco, constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.  There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

(c)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by the Stockholder, and performance of this Agreement by the Stockholder will not (i) if the Stockholder is an entity, contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to the Stockholder, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair the Stockholder’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of the Stockholder pursuant to any Contract to which the Stockholder is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to the Stockholder, except where any of the foregoing in clauses (i),(ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an adverse effect on the execution, delivery or performance by the Stockholder of this Agreement.

4.Reliance by Luxco.  The Stockholder understands and acknowledges that Luxco is entering into the Exchange Agreement in reliance upon the Stockholder’s execution,

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delivery and performance of this Agreement and the completeness and accuracy of the representations and warranties contained herein.

5.Further Assurances.  From time-to-time, at Luxco’s request and without further consideration, the Stockholder shall execute and deliver such additional documents and take all such further lawful action as Luxco may reasonably request for the purpose of carrying out the transactions contemplated by this Agreement.

6.Representations and Warranties of Luxco.  Luxco hereby represents and warrants to the Stockholder as follows:

(a)Organization; Power; Binding Agreement.  Luxco is a société en commandite par actions, duly organized and validly existing under the laws of the Grand Duchy of Luxembourg, and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.  The execution, delivery and performance of this Agreement by Luxco has been duly and validly authorized by all necessary action on the part of Luxco and no other proceedings on the part of Luxco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Luxco, and assuming the due authorization, execution and delivery by or on behalf of the Stockholder, constitutes a valid and binding agreement of Luxco, enforceable against Luxco in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by Luxco, and performance of this Agreement by Luxco will not (i) contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to Luxco, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair Luxco’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of Luxco pursuant to any Contract to which Luxco is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to Luxco, except where any of the foregoing in clauses (i), (ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an

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adverse effect on the execution, delivery or performance by Luxco of this Agreement.

7.Termination.

(a)Termination.  The covenants and agreements in this Agreement shall terminate upon the earlier to occur of (i) the termination of the Exchange Agreement in accordance with its terms and (ii) the Closing.  Notwithstanding the foregoing, the agreements in Section 1, Section 7, Section 8(c) and Section 9 hereof shall continue indefinitely and survive any termination pursuant to this Section 7.  Notwithstanding the foregoing, the agreements in Section 2(g) hereof shall continue and survive any termination pursuant to clause (ii) of the first sentence of this Section 7(a) until December 15, 2006.

(b)Effect of Termination.  In the event of a termination of this Agreement as provided in Section 7(a) hereof, this Agreement and the proxy granted in Section 2(e) hereof shall forthwith become void and there shall be no liability or obligation on the part of Luxco or the Stockholder or their respective officers, directors or partners hereunder thereafter, except as to those Sections referenced in the last two sentences of Section 7(a) above for which any liability or obligation shall survive as provided therein; provided, however, that nothing herein shall relieve any party for liability for any breach hereof prior to any such termination.

8.Other Agreements.

(a)Survival of Representations and Warranties; Exclusive Representations and Warranties.  All representations and warranties contained herein or made in writing by any party in connection herewith shall not survive the termination of this Agreement; provided that no such termination shall relieve any party hereto form any liability from a breach of this Agreement prior to the date of termination.  The Stockholder agrees that, except for the representations and warranties contained in this Agreement, neither Luxco nor any of its Affiliates or representatives makes any other representations or warranties, and Luxco hereby disclaims any other representations and warranties made by itself or any of its representatives to the Stockholder, with respect to the execution and delivery of this Agreement, the documents and the instruments referred to herein, or the transactions contemplated hereby or thereby, notwithstanding the delivery or disclosure to the Stockholder or the Stockholder’s representatives of any documentation or other information with respect to any one or more of the foregoing.

(b)Public Announcements.  The Stockholder agrees that the Stockholder will not issue any press release or otherwise make any public statement with respect to this Agreement, the Exchange Agreement or the transactions contemplated hereby or thereby without the prior written consent of Luxco; provided, however, that such disclosure can be made without obtaining such prior consent if such party

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determines based upon the advice from its legal counsel that such disclosure is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and the party making such disclosure has first used its commercially reasonable efforts to consult with the other parties about the form and substance of such disclosure prior to making such disclosure.

(c)Confidentiality.  The Stockholder will maintain the confidentiality of any information relating to the business, operations, financial structure, financial position or financial results, customers, suppliers, contracts, employees and affairs of Schick or its Subsidiaries that shall not be generally known to the public or to other participants in Schick’s industry (“Schick Confidential Information”); provided however, that such restriction shall not apply as to particular portions of Schick Confidential Information (i) if, and only to the extent, such portions become generally available to the public other than as a result of a disclosure by the Stockholder in violation of this Section 8(c) or (ii) if the Stockholder determines based upon the advice from its legal counsel that disclosure by the Stockholder on its own behalf is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and has used its or his commercially reasonable efforts to consult with Luxco about the form and substance of such disclosure prior to making such disclosure, in which event it may disclose to the extent, but only to the extent, so required under such applicable law or regulations.  In addition, the restrictions in the prior sentence shall not apply as to particular portions of Schick Confidential Information which the Stockholder reasonably believes it needs to disclose to a court, tribunal or arbitration panel in an action to enforce or defend its rights under and with respect to this Agreement.  In the event that the Stockholder is requested or becomes compelled (by oral questions, interrogatories, requests for information or documents, subpoena, investigative demand or similar legal or regulatory process) to disclose any Schick Confidential Information, the Stockholder will promptly provide Luxco with written notice so Luxco or Schick may seek a protective order or other appropriate remedy and the Stockholder will fully cooperate with Luxco’s or Schick’s efforts to obtain the same.  If, in the absence of a protective order or other remedy or waiver, the Stockholder, after consultation with Luxco, is compelled to disclose such Schick Confidential Information to any tribunal or regulatory authority or else, in the reasonable judgment of the Stockholder’s counsel, stands liable for contempt or will suffer other censure or penalty, the Stockholder will furnish only that portion of Schick Confidential Information which is required to be furnished.

9.Miscellaneous.

(a)Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

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(b)Binding Agreement.  This Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any person or entity to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder’s heirs, guardians, administrators or successors.

(c)Assignment.  This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties; provided that Luxco may assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly owned Subsidiary of it, but no such assignment shall relieve it of its obligations hereunder if such assignee does not perform such obligations.

(d)Amendments, Waivers, Etc.  This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Luxco and the Stockholder.

(e)Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if given) by hand delivery or telecopy (with a confirmation copy sent for next day delivery via courier service, such as Federal Express), or by any courier service, such as Federal Express, providing proof of delivery.  All communications hereunder shall be delivered to the respective parties at the following addresses:

If to the Stockholder:

Curtis M. Rocca

9712 Merriweather Court

Granite Bay, CA  95746

Attention:

Facsimile:

and

Schick Technologies, Inc.
30-00 47^th Avenue
Long Island City, NY  11101

Attention:Jeffrey T. Slovin

Facsimile:(718) 729-3469

and

Dorsey & Whitney LLP
250 Park Avenue
New York, NY  10177

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Attention:Barry Wade

Facsimile:(212) 953-7201

If to Luxco:

Sirona Holdings Luxco S.C.A.

8-10, rue Mathias Hardt

L-1717 Luxembourg

Attention: Catherine Koch

Facsimile: +352 480-631

and

Sirona Holdings Luxco S.C.A.

c/o Madison Dearborn Partners

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy P. Sullivan

Facsimile: (312) 895-1001

with copies to:

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois  60601

Attention:Sanford E. Perl, P.C.

Facsimile:(312) 861-2200

and

Piliero Goldstein Kogan & Miller, LLP

10 East 53rd Street

New York, New York 10022

Attention:Edward J. Goldstein

Facsimile:(212) 478-8504

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

(f)Severability.  Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in

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such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(g)Specific Performance.  The Stockholder recognizes and acknowledges that a breach by the Stockholder of any covenants or agreements contained in this Agreement will cause Luxco to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore in the event of any such breach or threatened breach Luxco shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, without the necessity of posting of any bond or similar undertaking.

(h)Remedies Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, power or remedy by such party.

(i)No Waiver.  The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(j)No Third Party Beneficiaries.  This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity who or which is not a party hereto.

(k)Governing Law; Jurisdiction.  This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the laws that might be applicable under conflicts of laws principles.  The Stockholder and Luxco irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the Chancery or other Courts of the State of Delaware, and the Stockholder and Luxco hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.  The Stockholder and Luxco hereby irrevocably waive, and agree not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (A) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (B) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise),

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and (C) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(l)Descriptive Headings.  The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

(m)Counterparts.  This Agreement may be executed and delivered in counterparts (including delivery by facsimile or other electronic means), each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement.

(n)Expenses.  Each party shall pay its own costs and expenses, including without limitation, the fees and expenses of their respective counsel and financial advisors.

(o)Interpretation.  When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the content requires otherwise.  Words denoting the singular tense or person shall include the plural and vice versa and references to the masculine gender shall, where the context permits, include the feminine and/or neuter genders and vice versa.

(p)No Restrictions on Actions as Directors.  Notwithstanding anything to the contrary in this Agreement, in the case of any Stockholder who is a director or executive officer of Schick, the agreements of such Stockholder contained in this Agreement shall not govern, limit or restrict such Stockholder’s ability to exercise his or her fiduciary duties as a director or executive officer to the stockholders of Schick under applicable law in his or her capacity as a director or executive officer of Schick.

* * * * *

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IN WITNESS WHEREOF, Luxco and the Stockholder have caused this Voting Agreement and Irrevocable Proxy to be duly executed as of the day and year first above written.

SIRONA HOLDINGS LUXCO S.C.A.
By:	Sirona Holdings S.A.
Its:	Manager
	By:	/s/ TIMOTHY SULLIVAN
	Name:	Timothy Sullivan
	Its:	A Director
	By:	/s/ ALAIN PEIGNEUX
	Name:	Alain Peigneux
	Its:	B Director
/s/  CURTIS M. ROCCA
Curtis M. Rocca

Schedule I

Options, etc.

Options to acquire up to 53,000 shares of Schick Common Stock.

Schedule 2(b)(i)

Permitted Encumbrances

None.

VOTING AGREEMENT AND IRREVOCABLE PROXY

THIS VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of September 25, 2005 (this “Agreement”), is made by and between Sirona Holdings Luxco S.C.A., a société en commandite par actions, organized under the laws of the Grand Duchy of Luxembourg (“Luxco”) and Euval Barrakette(the “Stockholder”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Exchange Agreement (as the same may hereafter be amended from time-to-time, the “Exchange Agreement”) dated as of the date hereof by and among Schick Technologies, Inc., a Delaware corporation (“Schick”), Luxco and Blitz 05-118 GmbH, a corporation established under the laws of the Federal Republic of Germany and to be renamed Sirona Holding GmbH (“Sirona”).

W I T N E S S E T H :

WHEREAS, concurrently with the execution and delivery of this Agreement, Schick, Luxco and Sirona have entered into the Exchange Agreement pursuant to which Luxco will transfer the Sirona Shares and the Sirona Note to Schick and Schick will transfer the Schick Shares to Luxco (the “Exchange Transactions”), on the terms and conditions set forth therein;

WHEREAS, in connection with the Exchange Transactions, Schick will seek to amend its certificate of incorporation to increase the number of authorized shares of Common Stock as set forth in the Certificate Amendment (the “Certificate Amendment”, and together with the Exchange Transactions, the “Transactions”);

WHEREAS,in furtherance of the Transactions, the parties hereto desire that as soon as practicable after the execution and delivery of the Exchange Agreement, Schick will deliver a Proxy Statement to all of the holders of outstanding shares of Common Stock (including all of the Existing Shares (as defined in Section 3 hereof));

WHEREAS,the Board of Directors of Schick has duly adopted resolutions approving the Exchange Agreement, the Transactions and this Agreement and recommending that Schick’s stockholders adopt the Exchange Agreement and the Certificate Amendment and approve the Transactions; and

WHEREAS,as a condition to the willingness of Luxco to enter into the Exchange Agreement, Luxco has requested that certain stockholders of Schick (including the Stockholder) enter into this Agreement, and in order to induce Luxco to enter into the Exchange Agreement, the Stockholder has agreed to enter into this Agreement solely in the Stockholder’s capacity as a stockholder of Schick.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein and the execution and delivery by Schick and Luxco of the Exchange Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Definitions.  For purposes of this Agreement:

(a)“Affiliate” of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth in this Agreement, neither Schick nor any of its Subsidiaries shall be deemed to be an Affiliate of the Stockholder, nor shall the Stockholder be deemed to be an Affiliate of Schick or its Subsidiaries.

(b)“Beneficially Own” or “Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, though any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission under the Exchange Act; provided for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

(c)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(d)“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

(e)“Shares” shall mean the Existing Shares together with any shares of the capital stock of Schick acquired by the Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of options or by means of purchase, stock split, dividend, distribution or otherwise.

2.Voting Agreement; Irrevocable Proxy; No Solicitation; etc.

(a)Voting Agreement.  Unless Luxco votes the Stockholder’s Shares directly pursuant to the proxy granted in Section 2(e) hereof, the Stockholder shall at the Schick Stockholders Meeting and any other meeting of the holders of Common Stock (including at any adjournment(s) thereof), however called, or in connection with any written consent of the holders of Common Stock, appear at such meeting or otherwise cause all of the shares of capital stock of Schick Beneficially Owned or owned of record by the Stockholder (including the Shares) to be counted as

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present at such meeting for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) such shares (including the Shares), (i) in favor of the adoption of the Exchange Agreement and the Certificate Amendment and in favor of the transactions contemplated by the Exchange Agreement and any actions required in furtherance thereof and hereof; (ii) against any other merger, consolidation, combination, sale of substantial assets, sale of capital stock, sale of debt securities, reorganization, recapitalization, tender offer, dissolution, liquidation or winding up of or by Schick or any of its Subsidiaries or any Competing Transaction with respect to Schick (other than the Exchange Agreement and the transactions contemplated thereby); and (iii) against any amendment of Schick’s bylaws or certificate of incorporation (other than the Certificate Amendment) or other action or agreement that would impede, frustrate, hinder, delay, prevent or nullify this Agreement, the Exchange Agreement, the Certificate Amendment or the transactions contemplated hereby or thereby or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Schick under the Exchange Agreement.

(b)Restrictions on Transfer; No Inconsistent Arrangements.  The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Exchange Agreement and except for sales or transfers (X) if the Stockholder is an individual, to a member of such Stockholder’s immediate family (so long as such transferee agrees in advance in writing to be bound by and perform the terms of this Agreement) or (Y) if the Stockholder is an entity, (A) to an Affiliate of such Stockholder (so long as such Affiliate agrees in advance in writing to be bound by and perform the terms of this Agreement) or (B) with the prior written consent of Luxco (such consent to be withheld only in the event that Luxco reasonably determines that such sale or transfer may be related to or could reasonably be expected to facilitate or support a Competing Transaction involving Schick or any of its Subsidiaries), to a Person that is an entity that is qualified as tax-exempt pursuant to Section 501(c)(3) of the Code (so long as such Person agrees in advance in writing to be bound by and perform the terms of this Agreement (including, without limitation, Section 2(g) hereof)), provided that any sale or transfer pursuant to this clause (B) shall only be made to one Person, shall only be of Shares and shall be structured as a gift to such Person for no material consideration, the Stockholder shall not (i) except for the pledges and encumbrances, if any, permitted by Schedule 2(b)(i), sell, transfer (with or without consideration), pledge or otherwise encumber, assign or otherwise dispose of any of the Stockholder’s Shares or any option or other right to acquire any shares of capital stock of Schick (an “Option”), (ii) enter into any contract, agreement, option or other arrangement or understanding with respect to the sale, transfer (with or without consideration), pledge, assignment or other disposition of the Stockholder’s Shares or Options, (iii) grant any proxy, power-of-attorney, option or other authorization in or with respect to the Stockholder’s Shares or Options or (iv) deposit such Shares or Options into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or Options.  In addition to the consent of Luxco, if any, required pursuant to the foregoing clause (B),

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if applicable, prior to any sale or transfer permitted by the foregoing clause (X) or (Y), the Stockholder shall deliver written notice to Luxco and such notice shall disclose in reasonable detail the identity of such permitted transferee and shall deliver to Luxco the agreement of such transferee contemplated by the prior sentence in form and substance reasonably satisfactory to Luxco.  Notwithstanding anything to the contrary in this Agreement, the Stockholder may exercise at any time any Options issued by Schick and outstanding on the date hereof held by such Stockholder and any shares received in connection with such exercise shall constitute additional Shares subject to this Agreement.

(c)No Solicitation.  The Stockholder hereby agrees, solely in the Stockholder’s capacity as a stockholder of Schick, that the Stockholder will not, nor shall it authorize or permit any of its officers, directors and Affiliates and it will use its commercially reasonable efforts to cause its agents, employees and advisors not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including, but not limited to, by way of furnishing nonpublic information) any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to Schick’s stockholders) that constitutes, or is reasonably expected to lead to, any Competing Transaction relating to Schick or its Subsidiaries (other than the Transactions), (ii) enter into or maintain or continue discussions or negotiations with any Person (other than Luxco or its Affiliates) in furtherance of such inquiries or to obtain a Competing Transaction relating to Schick or its Subsidiaries, (iii) agree to any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries or (iv) endorse any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries.  The Stockholder shall promptly (within 24 hours) notify Luxco after receipt by him or it (or any of his or its officers, directors, employees, agents or advisors or other representatives) of any Competing Transaction Proposal or any request for nonpublic information or inquiry which he or it reasonably believes could be expected to lead to a Competing Transaction Proposal and shall provide to Luxco, in writing, the terms and conditions of any such Competing Transaction Proposal, or such request or inquiry and the identity of the Person making the same.

(d)Waiver of Appraisal Rights.  The Stockholder hereby waives any rights of appraisal or rights to dissent from the Exchange Transactions, if any, that the Stockholder may have under applicable law or otherwise.

(e)Irrevocable Proxy.  The Stockholder hereby grants an irrevocable proxy during the term of this Agreement to Luxco, and hereby constitutes and appoints Luxco, or any nominee of Luxco, as its attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote (by written consent or otherwise) the Shares which the Stockholder is entitled to vote at any meeting of the stockholders of Schick (whether annual or special and whether or not an adjourned or postponed meeting), on the matters and in the manner specified in Section 2(a) of this Agreement.  THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.  The Stockholder hereby revokes all previous proxies granted with respect to the Shares, and no subsequent proxy shall be given

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(and if given or executed, shall not be effective) by the Stockholder.  All authority herein conferred or agreed to be conferred shall survive any bankruptcy or dissolution of the Stockholder and the subsequent holders of any Shares.  Luxco may terminate the foregoing proxy with respect to the Stockholder at any time at its sole election by written notice to the Stockholder.

(f)No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in Luxco any direct or indirect ownership or incidence of ownership of or with respect to any Shares.  All ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholder, and Luxco shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Schick or exercise any power or authority to direct the Stockholder in the voting of any of the Shares, except as otherwise provided herein.

(g)Limited Holdback of Certain Holders.  In addition to the restrictions set forth in Section 2(b), the Person that acquires Shares from the Stockholder or its assignees or transferees or their respective assignees or transferees, in any case, in reliance on the transfer exception set forth in clause (B) of Section 2(b) hereof (such Person, the “Charitable Holder”), shall be subject to and hereby agrees to the following covenant:  the Charitable Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act of 1933, as amended) of equity securities of Schick, or any securities convertible into or exchangeable or exercisable for such securities, prior to December 15, 2006, unless Luxco otherwise agrees in advance and in writing.

3.Representations and Warranties of the Stockholder.  The Stockholder hereby represents and warrants to Luxco as follows:

(a)Ownership of Shares.  The Stockholder is the record and Beneficial Owner of 115,740 shares of Schick’s Common Stock (the “Existing Shares”).  On the date hereof, except as set forth on Schedule I to this Agreement, the Existing Shares constitute all of the Shares owned of record or Beneficially Owned by the Stockholder and the Stockholder does not own any option, warrant or other right to acquire any shares of Common Stock.  Subject to the encumbrance set forth on Schedule 2(b)(i), if any, the Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth herein, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

(b)Organization; Power; Binding Agreement.  If the Stockholder is an entity, the Stockholder is a legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.

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If the Stockholder is an individual, such Stockholder has the legal capacity to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has been duly and validly authorized by all necessary action on the part of the Stockholder and no other proceedings on the part of the Stockholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby and will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy agreement, pledge agreement, shareholders agreement or voting trust or, if the Stockholder is an entity, the Stockholder’s organizational documents.  This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by or on behalf of Luxco, constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.  There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

(c)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by the Stockholder, and performance of this Agreement by the Stockholder will not (i) if the Stockholder is an entity, contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to the Stockholder, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair the Stockholder’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of the Stockholder pursuant to any Contract to which the Stockholder is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to the Stockholder, except where any of the foregoing in clauses (i),(ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an adverse effect on the execution, delivery or performance by the Stockholder of this Agreement.

4.Reliance by Luxco.  The Stockholder understands and acknowledges that Luxco is entering into the Exchange Agreement in reliance upon the Stockholder’s execution,

6

delivery and performance of this Agreement and the completeness and accuracy of the representations and warranties contained herein.

5.Further Assurances.  From time-to-time, at Luxco’s request and without further consideration, the Stockholder shall execute and deliver such additional documents and take all such further lawful action as Luxco may reasonably request for the purpose of carrying out the transactions contemplated by this Agreement.

6.Representations and Warranties of Luxco.  Luxco hereby represents and warrants to the Stockholder as follows:

(a)Organization; Power; Binding Agreement.  Luxco is a société en commandite par actions, duly organized and validly existing under the laws of the Grand Duchy of Luxembourg, and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.  The execution, delivery and performance of this Agreement by Luxco has been duly and validly authorized by all necessary action on the part of Luxco and no other proceedings on the part of Luxco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Luxco, and assuming the due authorization, execution and delivery by or on behalf of the Stockholder, constitutes a valid and binding agreement of Luxco, enforceable against Luxco in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by Luxco, and performance of this Agreement by Luxco will not (i) contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to Luxco, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair Luxco’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of Luxco pursuant to any Contract to which Luxco is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to Luxco, except where any of the foregoing in clauses (i), (ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an

7

adverse effect on the execution, delivery or performance by Luxco of this Agreement.

7.Termination.

(a)Termination.  The covenants and agreements in this Agreement shall terminate upon the earlier to occur of (i) the termination of the Exchange Agreement in accordance with its terms and (ii) the Closing.  Notwithstanding the foregoing, the agreements in Section 1, Section 7, Section 8(c) and Section 9 hereof shall continue indefinitely and survive any termination pursuant to this Section 7.  Notwithstanding the foregoing, the agreements in Section 2(g) hereof shall continue and survive any termination pursuant to clause (ii) of the first sentence of this Section 7(a) until December 15, 2006.

(b)Effect of Termination.  In the event of a termination of this Agreement as provided in Section 7(a) hereof, this Agreement and the proxy granted in Section 2(e) hereof shall forthwith become void and there shall be no liability or obligation on the part of Luxco or the Stockholder or their respective officers, directors or partners hereunder thereafter, except as to those Sections referenced in the last two sentences of Section 7(a) above for which any liability or obligation shall survive as provided therein; provided, however, that nothing herein shall relieve any party for liability for any breach hereof prior to any such termination.

8.Other Agreements.

(a)Survival of Representations and Warranties; Exclusive Representations and Warranties.  All representations and warranties contained herein or made in writing by any party in connection herewith shall not survive the termination of this Agreement; provided that no such termination shall relieve any party hereto form any liability from a breach of this Agreement prior to the date of termination.  The Stockholder agrees that, except for the representations and warranties contained in this Agreement, neither Luxco nor any of its Affiliates or representatives makes any other representations or warranties, and Luxco hereby disclaims any other representations and warranties made by itself or any of its representatives to the Stockholder, with respect to the execution and delivery of this Agreement, the documents and the instruments referred to herein, or the transactions contemplated hereby or thereby, notwithstanding the delivery or disclosure to the Stockholder or the Stockholder’s representatives of any documentation or other information with respect to any one or more of the foregoing.

(b)Public Announcements.  The Stockholder agrees that the Stockholder will not issue any press release or otherwise make any public statement with respect to this Agreement, the Exchange Agreement or the transactions contemplated hereby or thereby without the prior written consent of Luxco; provided, however, that such disclosure can be made without obtaining such prior consent if such party

8

determines based upon the advice from its legal counsel that such disclosure is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and the party making such disclosure has first used its commercially reasonable efforts to consult with the other parties about the form and substance of such disclosure prior to making such disclosure.

(c)Confidentiality.  The Stockholder will maintain the confidentiality of any information relating to the business, operations, financial structure, financial position or financial results, customers, suppliers, contracts, employees and affairs of Schick or its Subsidiaries that shall not be generally known to the public or to other participants in Schick’s industry (“Schick Confidential Information”); provided however, that such restriction shall not apply as to particular portions of Schick Confidential Information (i) if, and only to the extent, such portions become generally available to the public other than as a result of a disclosure by the Stockholder in violation of this Section 8(c) or (ii) if the Stockholder determines based upon the advice from its legal counsel that disclosure by the Stockholder on its own behalf is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and has used its or his commercially reasonable efforts to consult with Luxco about the form and substance of such disclosure prior to making such disclosure, in which event it may disclose to the extent, but only to the extent, so required under such applicable law or regulations.  In addition, the restrictions in the prior sentence shall not apply as to particular portions of Schick Confidential Information which the Stockholder reasonably believes it needs to disclose to a court, tribunal or arbitration panel in an action to enforce or defend its rights under and with respect to this Agreement.  In the event that the Stockholder is requested or becomes compelled (by oral questions, interrogatories, requests for information or documents, subpoena, investigative demand or similar legal or regulatory process) to disclose any Schick Confidential Information, the Stockholder will promptly provide Luxco with written notice so Luxco or Schick may seek a protective order or other appropriate remedy and the Stockholder will fully cooperate with Luxco’s or Schick’s efforts to obtain the same.  If, in the absence of a protective order or other remedy or waiver, the Stockholder, after consultation with Luxco, is compelled to disclose such Schick Confidential Information to any tribunal or regulatory authority or else, in the reasonable judgment of the Stockholder’s counsel, stands liable for contempt or will suffer other censure or penalty, the Stockholder will furnish only that portion of Schick Confidential Information which is required to be furnished.

9.Miscellaneous.

(a)Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

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(b)Binding Agreement.  This Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any person or entity to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder’s heirs, guardians, administrators or successors.

(c)Assignment.  This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties; provided that Luxco may assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly owned Subsidiary of it, but no such assignment shall relieve it of its obligations hereunder if such assignee does not perform such obligations.

(d)Amendments, Waivers, Etc.  This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Luxco and the Stockholder.

(e)Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if given) by hand delivery or telecopy (with a confirmation copy sent for next day delivery via courier service, such as Federal Express), or by any courier service, such as Federal Express, providing proof of delivery.  All communications hereunder shall be delivered to the respective parties at the following addresses:

If to the Stockholder:

Euval Barrakette

90 Riverside Drive

New York, NY  10024

Attention:

Facsimile:

and

Schick Technologies, Inc.
30-00 47^th Avenue
Long Island City, NY  11101

Attention:Jeffrey T. Slovin
Facsimile:(718) 729-3469

and

Dorsey & Whitney LLP
250 Park Avenue
New York, NY  10177

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Attention:Barry Wade
Facsimile:(212) 953-7201

If to Luxco:

Sirona Holdings Luxco S.C.A.

8-10, rue Mathias Hardt

L-1717 Luxembourg

Attention: Catherine Koch

Facsimile: +352 480-631

and

Sirona Holdings Luxco S.C.A.

c/o Madison Dearborn Partners

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy P. Sullivan

Facsimile: (312) 895-1001

with copies to:

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois  60601

Attention:Sanford E. Perl, P.C.

Facsimile:(312) 861-2200

and

Piliero Goldstein Kogan & Miller, LLP

10 East 53rd Street

New York, New York 10022

Attention:Edward J. Goldstein

Facsimile:(212) 478-8504

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

(f)Severability.  Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in

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such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(g)Specific Performance.  The Stockholder recognizes and acknowledges that a breach by the Stockholder of any covenants or agreements contained in this Agreement will cause Luxco to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore in the event of any such breach or threatened breach Luxco shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, without the necessity of posting of any bond or similar undertaking.

(h)Remedies Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, power or remedy by such party.

(i)No Waiver.  The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(j)No Third Party Beneficiaries.  This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity who or which is not a party hereto.

(k)Governing Law; Jurisdiction.  This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the laws that might be applicable under conflicts of laws principles.  The Stockholder and Luxco irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the Chancery or other Courts of the State of Delaware, and the Stockholder and Luxco hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.  The Stockholder and Luxco hereby irrevocably waive, and agree not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (A) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (B) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise),

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and (C) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(l)Descriptive Headings.  The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

(m)Counterparts.  This Agreement may be executed and delivered in counterparts (including delivery by facsimile or other electronic means), each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement.

(n)Expenses.  Each party shall pay its own costs and expenses, including without limitation, the fees and expenses of their respective counsel and financial advisors.

(o)Interpretation.  When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the content requires otherwise.  Words denoting the singular tense or person shall include the plural and vice versa and references to the masculine gender shall, where the context permits, include the feminine and/or neuter genders and vice versa.

(p)No Restrictions on Actions as Directors.  Notwithstanding anything to the contrary in this Agreement, in the case of any Stockholder who is a director or executive officer of Schick, the agreements of such Stockholder contained in this Agreement shall not govern, limit or restrict such Stockholder’s ability to exercise his or her fiduciary duties as a director or executive officer to the stockholders of Schick under applicable law in his or her capacity as a director or executive officer of Schick.

* * * * *

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IN WITNESS WHEREOF, Luxco and the Stockholder have caused this Voting Agreement and Irrevocable Proxy to be duly executed as of the day and year first above written.

SIRONA HOLDINGS LUXCO S.C.A.
By:	Sirona Holdings S.A.
Its:	Manager
	By:	/s/ TIMOTHY SULLIVAN
	Name:	Timothy Sullivan
	Its:	A Director
	By:	/s/ ALAIN PEIGNEUX
	Name:	Alain Peigneux
	Its:	B Director
/s/  EUVAL BARRAKETTE
Euval Barrakette

Schedule I

Options, etc.

Options to acquire up to 92,500 shares of Schick Common Stock.

Schedule 2(b)(i)

Permitted Encumbrances

None.

VOTING AGREEMENT AND IRREVOCABLE PROXY

THIS VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of September 25, 2005 (this “Agreement”), is made by and between Sirona Holdings Luxco S.C.A., a société en commandite par actions, organized under the laws of the Grand Duchy of Luxembourg (“Luxco”) and Dr. Allen Schick(the “Stockholder”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Exchange Agreement (as the same may hereafter be amended from time-to-time, the “Exchange Agreement”) dated as of the date hereof by and among Schick Technologies, Inc., a Delaware corporation (“Schick”), Luxco and Blitz 05-118 GmbH, a corporation established under the laws of the Federal Republic of Germany and to be renamed Sirona Holding GmbH (“Sirona”).

W I T N E S S E T H :

WHEREAS, concurrently with the execution and delivery of this Agreement, Schick, Luxco and Sirona have entered into the Exchange Agreement pursuant to which Luxco will transfer the Sirona Shares and the Sirona Note to Schick and Schick will transfer the Schick Shares to Luxco (the “Exchange Transactions”), on the terms and conditions set forth therein;

WHEREAS, in connection with the Exchange Transactions, Schick will seek to amend its certificate of incorporation to increase the number of authorized shares of Common Stock as set forth in the Certificate Amendment (the “Certificate Amendment”, and together with the Exchange Transactions, the “Transactions”);

WHEREAS,in furtherance of the Transactions, the parties hereto desire that as soon as practicable after the execution and delivery of the Exchange Agreement, Schick will deliver a Proxy Statement to all of the holders of outstanding shares of Common Stock (including all of the Existing Shares (as defined in Section 3 hereof));

WHEREAS,the Board of Directors of Schick has duly adopted resolutions approving the Exchange Agreement, the Transactions and this Agreement and recommending that Schick’s stockholders adopt the Exchange Agreement and the Certificate Amendment and approve the Transactions; and

WHEREAS,as a condition to the willingness of Luxco to enter into the Exchange Agreement, Luxco has requested that certain stockholders of Schick (including the Stockholder) enter into this Agreement, and in order to induce Luxco to enter into the Exchange Agreement, the Stockholder has agreed to enter into this Agreement solely in the Stockholder’s capacity as a stockholder of Schick.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein and the execution and delivery by Schick and Luxco of the Exchange Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Definitions.  For purposes of this Agreement:

(a)“Affiliate” of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth in this Agreement, neither Schick nor any of its Subsidiaries shall be deemed to be an Affiliate of the Stockholder, nor shall the Stockholder be deemed to be an Affiliate of Schick or its Subsidiaries.

(b)“Beneficially Own” or “Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, though any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission under the Exchange Act; provided for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

(c)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(d)“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

(e)“Shares” shall mean the Existing Shares together with any shares of the capital stock of Schick acquired by the Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of options or by means of purchase, stock split, dividend, distribution or otherwise.

2.Voting Agreement; Irrevocable Proxy; No Solicitation; etc.

(a)Voting Agreement.  Unless Luxco votes the Stockholder’s Shares directly pursuant to the proxy granted in Section 2(e) hereof, the Stockholder shall at the Schick Stockholders Meeting and any other meeting of the holders of Common Stock (including at any adjournment(s) thereof), however called, or in connection with any written consent of the holders of Common Stock, appear at such meeting or otherwise cause all of the shares of capital stock of Schick Beneficially Owned or owned of record by the Stockholder (including the Shares) to be counted as

2

present at such meeting for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) such shares (including the Shares), (i) in favor of the adoption of the Exchange Agreement and the Certificate Amendment and in favor of the transactions contemplated by the Exchange Agreement and any actions required in furtherance thereof and hereof; (ii) against any other merger, consolidation, combination, sale of substantial assets, sale of capital stock, sale of debt securities, reorganization, recapitalization, tender offer, dissolution, liquidation or winding up of or by Schick or any of its Subsidiaries or any Competing Transaction with respect to Schick (other than the Exchange Agreement and the transactions contemplated thereby); and (iii) against any amendment of Schick’s bylaws or certificate of incorporation (other than the Certificate Amendment) or other action or agreement that would impede, frustrate, hinder, delay, prevent or nullify this Agreement, the Exchange Agreement, the Certificate Amendment or the transactions contemplated hereby or thereby or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Schick under the Exchange Agreement.

(b)Restrictions on Transfer; No Inconsistent Arrangements.  The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Exchange Agreement and except for sales or transfers (X) if the Stockholder is an individual, to a member of such Stockholder’s immediate family (so long as such transferee agrees in advance in writing to be bound by and perform the terms of this Agreement) or (Y) if the Stockholder is an entity, (A) to an Affiliate of such Stockholder (so long as such Affiliate agrees in advance in writing to be bound by and perform the terms of this Agreement) or (B) with the prior written consent of Luxco (such consent to be withheld only in the event that Luxco reasonably determines that such sale or transfer may be related to or could reasonably be expected to facilitate or support a Competing Transaction involving Schick or any of its Subsidiaries), to a Person that is an entity that is qualified as tax-exempt pursuant to Section 501(c)(3) of the Code (so long as such Person agrees in advance in writing to be bound by and perform the terms of this Agreement (including, without limitation, Section 2(g) hereof)), provided that any sale or transfer pursuant to this clause (B) shall only be made to one Person, shall only be of Shares and shall be structured as a gift to such Person for no material consideration, the Stockholder shall not (i) except for the pledges and encumbrances, if any, permitted by Schedule 2(b)(i), sell, transfer (with or without consideration), pledge or otherwise encumber, assign or otherwise dispose of any of the Stockholder’s Shares or any option or other right to acquire any shares of capital stock of Schick (an “Option”), (ii) enter into any contract, agreement, option or other arrangement or understanding with respect to the sale, transfer (with or without consideration), pledge, assignment or other disposition of the Stockholder’s Shares or Options, (iii) grant any proxy, power-of-attorney, option or other authorization in or with respect to the Stockholder’s Shares or Options or (iv) deposit such Shares or Options into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or Options.  In addition to the consent of Luxco, if any, required pursuant to the foregoing clause (B),

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if applicable, prior to any sale or transfer permitted by the foregoing clause (X) or (Y), the Stockholder shall deliver written notice to Luxco and such notice shall disclose in reasonable detail the identity of such permitted transferee and shall deliver to Luxco the agreement of such transferee contemplated by the prior sentence in form and substance reasonably satisfactory to Luxco.  Notwithstanding anything to the contrary in this Agreement, the Stockholder may exercise at any time any Options issued by Schick and outstanding on the date hereof held by such Stockholder and any shares received in connection with such exercise shall constitute additional Shares subject to this Agreement.

(c)No Solicitation.  The Stockholder hereby agrees, solely in the Stockholder’s capacity as a stockholder of Schick, that the Stockholder will not, nor shall it authorize or permit any of its officers, directors and Affiliates and it will use its commercially reasonable efforts to cause its agents, employees and advisors not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including, but not limited to, by way of furnishing nonpublic information) any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to Schick’s stockholders) that constitutes, or is reasonably expected to lead to, any Competing Transaction relating to Schick or its Subsidiaries (other than the Transactions), (ii) enter into or maintain or continue discussions or negotiations with any Person (other than Luxco or its Affiliates) in furtherance of such inquiries or to obtain a Competing Transaction relating to Schick or its Subsidiaries, (iii) agree to any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries or (iv) endorse any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries.  The Stockholder shall promptly (within 24 hours) notify Luxco after receipt by him or it (or any of his or its officers, directors, employees, agents or advisors or other representatives) of any Competing Transaction Proposal or any request for nonpublic information or inquiry which he or it reasonably believes could be expected to lead to a Competing Transaction Proposal and shall provide to Luxco, in writing, the terms and conditions of any such Competing Transaction Proposal, or such request or inquiry and the identity of the Person making the same.

(d)Waiver of Appraisal Rights.  The Stockholder hereby waives any rights of appraisal or rights to dissent from the Exchange Transactions, if any, that the Stockholder may have under applicable law or otherwise.

(e)Irrevocable Proxy.  The Stockholder hereby grants an irrevocable proxy during the term of this Agreement to Luxco, and hereby constitutes and appoints Luxco, or any nominee of Luxco, as its attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote (by written consent or otherwise) the Shares which the Stockholder is entitled to vote at any meeting of the stockholders of Schick (whether annual or special and whether or not an adjourned or postponed meeting), on the matters and in the manner specified in Section 2(a) of this Agreement.  THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.  The Stockholder hereby revokes all previous proxies granted with respect to the Shares, and no subsequent proxy shall be given

4

(and if given or executed, shall not be effective) by the Stockholder.  All authority herein conferred or agreed to be conferred shall survive any bankruptcy or dissolution of the Stockholder and the subsequent holders of any Shares.  Luxco may terminate the foregoing proxy with respect to the Stockholder at any time at its sole election by written notice to the Stockholder.

(f)No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in Luxco any direct or indirect ownership or incidence of ownership of or with respect to any Shares.  All ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholder, and Luxco shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Schick or exercise any power or authority to direct the Stockholder in the voting of any of the Shares, except as otherwise provided herein.

(g)Limited Holdback of Certain Holders.  In addition to the restrictions set forth in Section 2(b), the Person that acquires Shares from the Stockholder or its assignees or transferees or their respective assignees or transferees, in any case, in reliance on the transfer exception set forth in clause (B) of Section 2(b) hereof (such Person, the “Charitable Holder”), shall be subject to and hereby agrees to the following covenant:  the Charitable Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act of 1933, as amended) of equity securities of Schick, or any securities convertible into or exchangeable or exercisable for such securities, prior to December 15, 2006, unless Luxco otherwise agrees in advance and in writing.

3.Representations and Warranties of the Stockholder.  The Stockholder hereby represents and warrants to Luxco as follows:

(a)Ownership of Shares.  The Stockholder is the record and Beneficial Owner of 419,984 shares of Schick’s Common Stock (the “Existing Shares”).  On the date hereof, except as set forth on Schedule I to this Agreement, the Existing Shares constitute all of the Shares owned of record or Beneficially Owned by the Stockholder and the Stockholder does not own any option, warrant or other right to acquire any shares of Common Stock.  Subject to the encumbrance set forth on Schedule 2(b)(i), if any, the Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth herein, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

(b)Organization; Power; Binding Agreement.  If the Stockholder is an entity, the Stockholder is a legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.

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If the Stockholder is an individual, such Stockholder has the legal capacity to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has been duly and validly authorized by all necessary action on the part of the Stockholder and no other proceedings on the part of the Stockholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby and will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy agreement, pledge agreement, shareholders agreement or voting trust or, if the Stockholder is an entity, the Stockholder’s organizational documents.  This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by or on behalf of Luxco, constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.  There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

(c)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by the Stockholder, and performance of this Agreement by the Stockholder will not (i) if the Stockholder is an entity, contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to the Stockholder, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair the Stockholder’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of the Stockholder pursuant to any Contract to which the Stockholder is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to the Stockholder, except where any of the foregoing in clauses (i),(ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an adverse effect on the execution, delivery or performance by the Stockholder of this Agreement.

4.Reliance by Luxco.  The Stockholder understands and acknowledges that Luxco is entering into the Exchange Agreement in reliance upon the Stockholder’s execution,

6

delivery and performance of this Agreement and the completeness and accuracy of the representations and warranties contained herein.

5.Further Assurances.  From time-to-time, at Luxco’s request and without further consideration, the Stockholder shall execute and deliver such additional documents and take all such further lawful action as Luxco may reasonably request for the purpose of carrying out the transactions contemplated by this Agreement.

6.Representations and Warranties of Luxco.  Luxco hereby represents and warrants to the Stockholder as follows:

(a)Organization; Power; Binding Agreement.  Luxco is a société en commandite par actions, duly organized and validly existing under the laws of the Grand Duchy of Luxembourg, and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.  The execution, delivery and performance of this Agreement by Luxco has been duly and validly authorized by all necessary action on the part of Luxco and no other proceedings on the part of Luxco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Luxco, and assuming the due authorization, execution and delivery by or on behalf of the Stockholder, constitutes a valid and binding agreement of Luxco, enforceable against Luxco in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by Luxco, and performance of this Agreement by Luxco will not (i) contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to Luxco, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair Luxco’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of Luxco pursuant to any Contract to which Luxco is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to Luxco, except where any of the foregoing in clauses (i), (ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an

7

adverse effect on the execution, delivery or performance by Luxco of this Agreement.

7.Termination.

(a)Termination.  The covenants and agreements in this Agreement shall terminate upon the earlier to occur of (i) the termination of the Exchange Agreement in accordance with its terms and (ii) the Closing.  Notwithstanding the foregoing, the agreements in Section 1, Section 7, Section 8(c) and Section 9 hereof shall continue indefinitely and survive any termination pursuant to this Section 7.  Notwithstanding the foregoing, the agreements in Section 2(g) hereof shall continue and survive any termination pursuant to clause (ii) of the first sentence of this Section 7(a) until December 15, 2006.

(b)Effect of Termination.  In the event of a termination of this Agreement as provided in Section 7(a) hereof, this Agreement and the proxy granted in Section 2(e) hereof shall forthwith become void and there shall be no liability or obligation on the part of Luxco or the Stockholder or their respective officers, directors or partners hereunder thereafter, except as to those Sections referenced in the last two sentences of Section 7(a) above for which any liability or obligation shall survive as provided therein; provided, however, that nothing herein shall relieve any party for liability for any breach hereof prior to any such termination.

8.Other Agreements.

(a)Survival of Representations and Warranties; Exclusive Representations and Warranties.  All representations and warranties contained herein or made in writing by any party in connection herewith shall not survive the termination of this Agreement; provided that no such termination shall relieve any party hereto form any liability from a breach of this Agreement prior to the date of termination.  The Stockholder agrees that, except for the representations and warranties contained in this Agreement, neither Luxco nor any of its Affiliates or representatives makes any other representations or warranties, and Luxco hereby disclaims any other representations and warranties made by itself or any of its representatives to the Stockholder, with respect to the execution and delivery of this Agreement, the documents and the instruments referred to herein, or the transactions contemplated hereby or thereby, notwithstanding the delivery or disclosure to the Stockholder or the Stockholder’s representatives of any documentation or other information with respect to any one or more of the foregoing.

(b)Public Announcements.  The Stockholder agrees that the Stockholder will not issue any press release or otherwise make any public statement with respect to this Agreement, the Exchange Agreement or the transactions contemplated hereby or thereby without the prior written consent of Luxco; provided, however, that such disclosure can be made without obtaining such prior consent if such party

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determines based upon the advice from its legal counsel that such disclosure is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and the party making such disclosure has first used its commercially reasonable efforts to consult with the other parties about the form and substance of such disclosure prior to making such disclosure.

(c)Confidentiality.  The Stockholder will maintain the confidentiality of any information relating to the business, operations, financial structure, financial position or financial results, customers, suppliers, contracts, employees and affairs of Schick or its Subsidiaries that shall not be generally known to the public or to other participants in Schick’s industry (“Schick Confidential Information”); provided however, that such restriction shall not apply as to particular portions of Schick Confidential Information (i) if, and only to the extent, such portions become generally available to the public other than as a result of a disclosure by the Stockholder in violation of this Section 8(c) or (ii) if the Stockholder determines based upon the advice from its legal counsel that disclosure by the Stockholder on its own behalf is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and has used its or his commercially reasonable efforts to consult with Luxco about the form and substance of such disclosure prior to making such disclosure, in which event it may disclose to the extent, but only to the extent, so required under such applicable law or regulations.  In addition, the restrictions in the prior sentence shall not apply as to particular portions of Schick Confidential Information which the Stockholder reasonably believes it needs to disclose to a court, tribunal or arbitration panel in an action to enforce or defend its rights under and with respect to this Agreement.  In the event that the Stockholder is requested or becomes compelled (by oral questions, interrogatories, requests for information or documents, subpoena, investigative demand or similar legal or regulatory process) to disclose any Schick Confidential Information, the Stockholder will promptly provide Luxco with written notice so Luxco or Schick may seek a protective order or other appropriate remedy and the Stockholder will fully cooperate with Luxco’s or Schick’s efforts to obtain the same.  If, in the absence of a protective order or other remedy or waiver, the Stockholder, after consultation with Luxco, is compelled to disclose such Schick Confidential Information to any tribunal or regulatory authority or else, in the reasonable judgment of the Stockholder’s counsel, stands liable for contempt or will suffer other censure or penalty, the Stockholder will furnish only that portion of Schick Confidential Information which is required to be furnished.

9.Miscellaneous.

(a)Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

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(b)Binding Agreement.  This Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any person or entity to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder’s heirs, guardians, administrators or successors.

(c)Assignment.  This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties; provided that Luxco may assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly owned Subsidiary of it, but no such assignment shall relieve it of its obligations hereunder if such assignee does not perform such obligations.

(d)Amendments, Waivers, Etc.  This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Luxco and the Stockholder.

(e)Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if given) by hand delivery or telecopy (with a confirmation copy sent for next day delivery via courier service, such as Federal Express), or by any courier service, such as Federal Express, providing proof of delivery.  All communications hereunder shall be delivered to the respective parties at the following addresses:

If to the Stockholder:

Dr. Allen Schick

1222 Woodside Parkway

Silver Spring, MD  20901

Attention:

Facsimile:

and

Schick Technologies, Inc.
30-00 47^th Avenue
Long Island City, NY  11101

Attention:Jeffrey T. Slovin
Facsimile:(718) 729-3469

and

Dorsey & Whitney LLP
250 Park Avenue
New York, NY  10177

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Attention:Barry Wade
Facsimile:(212) 953-7201

If to Luxco:

Sirona Holdings Luxco S.C.A.

8-10, rue Mathias Hardt

L-1717 Luxembourg

Attention: Catherine Koch

Facsimile: +352 480-631

and

Sirona Holdings Luxco S.C.A.

c/o Madison Dearborn Partners

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy P. Sullivan

Facsimile: (312) 895-1001

with copies to:

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois  60601

Attention:Sanford E. Perl, P.C.

Facsimile:(312) 861-2200

and

Piliero Goldstein Kogan & Miller, LLP

10 East 53rd Street

New York, New York 10022

Attention:Edward J. Goldstein

Facsimile:(212) 478-8504

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

(f)Severability.  Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in

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such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(g)Specific Performance.  The Stockholder recognizes and acknowledges that a breach by the Stockholder of any covenants or agreements contained in this Agreement will cause Luxco to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore in the event of any such breach or threatened breach Luxco shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, without the necessity of posting of any bond or similar undertaking.

(h)Remedies Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, power or remedy by such party.

(i)No Waiver.  The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(j)No Third Party Beneficiaries.  This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity who or which is not a party hereto.

(k)Governing Law; Jurisdiction.  This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the laws that might be applicable under conflicts of laws principles.  The Stockholder and Luxco irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the Chancery or other Courts of the State of Delaware, and the Stockholder and Luxco hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.  The Stockholder and Luxco hereby irrevocably waive, and agree not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (A) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (B) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise),

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and (C) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(l)Descriptive Headings.  The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

(m)Counterparts.  This Agreement may be executed and delivered in counterparts (including delivery by facsimile or other electronic means), each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement.

(n)Expenses.  Each party shall pay its own costs and expenses, including without limitation, the fees and expenses of their respective counsel and financial advisors.

(o)Interpretation.  When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the content requires otherwise.  Words denoting the singular tense or person shall include the plural and vice versa and references to the masculine gender shall, where the context permits, include the feminine and/or neuter genders and vice versa.

(p)No Restrictions on Actions as Directors.  Notwithstanding anything to the contrary in this Agreement, in the case of any Stockholder who is a director or executive officer of Schick, the agreements of such Stockholder contained in this Agreement shall not govern, limit or restrict such Stockholder’s ability to exercise his or her fiduciary duties as a director or executive officer to the stockholders of Schick under applicable law in his or her capacity as a director or executive officer of Schick.

* * * * *

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IN WITNESS WHEREOF, Luxco and the Stockholder have caused this Voting Agreement and Irrevocable Proxy to be duly executed as of the day and year first above written.

SIRONA HOLDINGS LUXCO S.C.A.
By:	Sirona Holdings S.A.
Its:	Manager
	By:	/s/ TIMOTHY SULLIVAN
	Name:	Timothy Sullivan
	Its:	A Director
	By:	/s/ ALAIN PEIGNEUX
	Name:	Alain Peigneux
	Its:	B Director
/s/  DR. ALLEN SCHICK
Dr. Allen Schick

Schedule I

Options, etc.

Options to acquire up to 92,500 shares of Schick Common Stock.

Schedule 2(b)(i)

Permitted Encumbrances

None.

VOTING AGREEMENT AND IRREVOCABLE PROXY

THIS VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of September 25, 2005 (this “Agreement”), is made by and between Sirona Holdings Luxco S.C.A., a société en commandite par actions, organized under the laws of the Grand Duchy of Luxembourg (“Luxco”) and Arthur D. Kowaloff(the “Stockholder”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Exchange Agreement (as the same may hereafter be amended from time-to-time, the “Exchange Agreement”) dated as of the date hereof by and among Schick Technologies, Inc., a Delaware corporation (“Schick”), Luxco and Blitz 05-118 GmbH, a corporation established under the laws of the Federal Republic of Germany and to be renamed Sirona Holding GmbH (“Sirona”).

W I T N E S S E T H :

WHEREAS, concurrently with the execution and delivery of this Agreement, Schick, Luxco and Sirona have entered into the Exchange Agreement pursuant to which Luxco will transfer the Sirona Shares and the Sirona Note to Schick and Schick will transfer the Schick Shares to Luxco (the “Exchange Transactions”), on the terms and conditions set forth therein;

WHEREAS, in connection with the Exchange Transactions, Schick will seek to amend its certificate of incorporation to increase the number of authorized shares of Common Stock as set forth in the Certificate Amendment (the “Certificate Amendment”, and together with the Exchange Transactions, the “Transactions”);

WHEREAS,in furtherance of the Transactions, the parties hereto desire that as soon as practicable after the execution and delivery of the Exchange Agreement, Schick will deliver a Proxy Statement to all of the holders of outstanding shares of Common Stock (including all of the Existing Shares (as defined in Section 3 hereof));

WHEREAS,the Board of Directors of Schick has duly adopted resolutions approving the Exchange Agreement, the Transactions and this Agreement and recommending that Schick’s stockholders adopt the Exchange Agreement and the Certificate Amendment and approve the Transactions; and

WHEREAS,as a condition to the willingness of Luxco to enter into the Exchange Agreement, Luxco has requested that certain stockholders of Schick (including the Stockholder) enter into this Agreement, and in order to induce Luxco to enter into the Exchange Agreement, the Stockholder has agreed to enter into this Agreement solely in the Stockholder’s capacity as a stockholder of Schick.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein and the execution and delivery by Schick and Luxco of the Exchange Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Definitions.  For purposes of this Agreement:

(a)“Affiliate” of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth in this Agreement, neither Schick nor any of its Subsidiaries shall be deemed to be an Affiliate of the Stockholder, nor shall the Stockholder be deemed to be an Affiliate of Schick or its Subsidiaries.

(b)“Beneficially Own” or “Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, though any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission under the Exchange Act; provided for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

(c)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(d)“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

(e)“Shares” shall mean the Existing Shares together with any shares of the capital stock of Schick acquired by the Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of options or by means of purchase, stock split, dividend, distribution or otherwise.

2.Voting Agreement; Irrevocable Proxy; No Solicitation; etc.

(a)Voting Agreement.  Unless Luxco votes the Stockholder’s Shares directly pursuant to the proxy granted in Section 2(e) hereof, the Stockholder shall at the Schick Stockholders Meeting and any other meeting of the holders of Common Stock (including at any adjournment(s) thereof), however called, or in connection with any written consent of the holders of Common Stock, appear at such meeting or otherwise cause all of the shares of capital stock of Schick Beneficially Owned or owned of record by the Stockholder (including the Shares) to be counted as

2

present at such meeting for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) such shares (including the Shares), (i) in favor of the adoption of the Exchange Agreement and the Certificate Amendment and in favor of the transactions contemplated by the Exchange Agreement and any actions required in furtherance thereof and hereof; (ii) against any other merger, consolidation, combination, sale of substantial assets, sale of capital stock, sale of debt securities, reorganization, recapitalization, tender offer, dissolution, liquidation or winding up of or by Schick or any of its Subsidiaries or any Competing Transaction with respect to Schick (other than the Exchange Agreement and the transactions contemplated thereby); and (iii) against any amendment of Schick’s bylaws or certificate of incorporation (other than the Certificate Amendment) or other action or agreement that would impede, frustrate, hinder, delay, prevent or nullify this Agreement, the Exchange Agreement, the Certificate Amendment or the transactions contemplated hereby or thereby or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Schick under the Exchange Agreement.

(b)Restrictions on Transfer; No Inconsistent Arrangements.  The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Exchange Agreement and except for sales or transfers (X) if the Stockholder is an individual, to a member of such Stockholder’s immediate family (so long as such transferee agrees in advance in writing to be bound by and perform the terms of this Agreement) or (Y) if the Stockholder is an entity, (A) to an Affiliate of such Stockholder (so long as such Affiliate agrees in advance in writing to be bound by and perform the terms of this Agreement) or (B) with the prior written consent of Luxco (such consent to be withheld only in the event that Luxco reasonably determines that such sale or transfer may be related to or could reasonably be expected to facilitate or support a Competing Transaction involving Schick or any of its Subsidiaries), to a Person that is an entity that is qualified as tax-exempt pursuant to Section 501(c)(3) of the Code (so long as such Person agrees in advance in writing to be bound by and perform the terms of this Agreement (including, without limitation, Section 2(g) hereof)), provided that any sale or transfer pursuant to this clause (B) shall only be made to one Person, shall only be of Shares and shall be structured as a gift to such Person for no material consideration, the Stockholder shall not (i) except for the pledges and encumbrances, if any, permitted by Schedule 2(b)(i), sell, transfer (with or without consideration), pledge or otherwise encumber, assign or otherwise dispose of any of the Stockholder’s Shares or any option or other right to acquire any shares of capital stock of Schick (an “Option”), (ii) enter into any contract, agreement, option or other arrangement or understanding with respect to the sale, transfer (with or without consideration), pledge, assignment or other disposition of the Stockholder’s Shares or Options, (iii) grant any proxy, power-of-attorney, option or other authorization in or with respect to the Stockholder’s Shares or Options or (iv) deposit such Shares or Options into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or Options.  In addition to the consent of Luxco, if any, required pursuant to the foregoing clause (B),

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if applicable, prior to any sale or transfer permitted by the foregoing clause (X) or (Y), the Stockholder shall deliver written notice to Luxco and such notice shall disclose in reasonable detail the identity of such permitted transferee and shall deliver to Luxco the agreement of such transferee contemplated by the prior sentence in form and substance reasonably satisfactory to Luxco.  Notwithstanding anything to the contrary in this Agreement, the Stockholder may exercise at any time any Options issued by Schick and outstanding on the date hereof held by such Stockholder and any shares received in connection with such exercise shall constitute additional Shares subject to this Agreement.

(c)No Solicitation.  The Stockholder hereby agrees, solely in the Stockholder’s capacity as a stockholder of Schick, that the Stockholder will not, nor shall it authorize or permit any of its officers, directors and Affiliates and it will use its commercially reasonable efforts to cause its agents, employees and advisors not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including, but not limited to, by way of furnishing nonpublic information) any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to Schick’s stockholders) that constitutes, or is reasonably expected to lead to, any Competing Transaction relating to Schick or its Subsidiaries (other than the Transactions), (ii) enter into or maintain or continue discussions or negotiations with any Person (other than Luxco or its Affiliates) in furtherance of such inquiries or to obtain a Competing Transaction relating to Schick or its Subsidiaries, (iii) agree to any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries or (iv) endorse any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries.  The Stockholder shall promptly (within 24 hours) notify Luxco after receipt by him or it (or any of his or its officers, directors, employees, agents or advisors or other representatives) of any Competing Transaction Proposal or any request for nonpublic information or inquiry which he or it reasonably believes could be expected to lead to a Competing Transaction Proposal and shall provide to Luxco, in writing, the terms and conditions of any such Competing Transaction Proposal, or such request or inquiry and the identity of the Person making the same.

(d)Waiver of Appraisal Rights.  The Stockholder hereby waives any rights of appraisal or rights to dissent from the Exchange Transactions, if any, that the Stockholder may have under applicable law or otherwise.

(e)Irrevocable Proxy.  The Stockholder hereby grants an irrevocable proxy during the term of this Agreement to Luxco, and hereby constitutes and appoints Luxco, or any nominee of Luxco, as its attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote (by written consent or otherwise) the Shares which the Stockholder is entitled to vote at any meeting of the stockholders of Schick (whether annual or special and whether or not an adjourned or postponed meeting), on the matters and in the manner specified in Section 2(a) of this Agreement.  THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.  The Stockholder hereby revokes all previous proxies granted with respect to the Shares, and no subsequent proxy shall be given

4

(and if given or executed, shall not be effective) by the Stockholder.  All authority herein conferred or agreed to be conferred shall survive any bankruptcy or dissolution of the Stockholder and the subsequent holders of any Shares.  Luxco may terminate the foregoing proxy with respect to the Stockholder at any time at its sole election by written notice to the Stockholder.

(f)No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in Luxco any direct or indirect ownership or incidence of ownership of or with respect to any Shares.  All ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholder, and Luxco shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Schick or exercise any power or authority to direct the Stockholder in the voting of any of the Shares, except as otherwise provided herein.

(g)Limited Holdback of Certain Holders.  In addition to the restrictions set forth in Section 2(b), the Person that acquires Shares from the Stockholder or its assignees or transferees or their respective assignees or transferees, in any case, in reliance on the transfer exception set forth in clause (B) of Section 2(b) hereof (such Person, the “Charitable Holder”), shall be subject to and hereby agrees to the following covenant:  the Charitable Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act of 1933, as amended) of equity securities of Schick, or any securities convertible into or exchangeable or exercisable for such securities, prior to December 15, 2006, unless Luxco otherwise agrees in advance and in writing.

3.Representations and Warranties of the Stockholder.  The Stockholder hereby represents and warrants to Luxco as follows:

(a)Ownership of Shares.  The Stockholder is the record and Beneficial Owner of zero shares of Schick’s Common Stock (the “Existing Shares”).  On the date hereof, except as set forth on Schedule I to this Agreement, the Existing Shares constitute all of the Shares owned of record or Beneficially Owned by the Stockholder and the Stockholder does not own any option, warrant or other right to acquire any shares of Common Stock.  Subject to the encumbrance set forth on Schedule 2(b)(i), if any, the Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth herein, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

(b)Organization; Power; Binding Agreement.  If the Stockholder is an entity, the Stockholder is a legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.

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If the Stockholder is an individual, such Stockholder has the legal capacity to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has been duly and validly authorized by all necessary action on the part of the Stockholder and no other proceedings on the part of the Stockholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby and will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy agreement, pledge agreement, shareholders agreement or voting trust or, if the Stockholder is an entity, the Stockholder’s organizational documents.  This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by or on behalf of Luxco, constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.  There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

(c)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by the Stockholder, and performance of this Agreement by the Stockholder will not (i) if the Stockholder is an entity, contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to the Stockholder, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair the Stockholder’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of the Stockholder pursuant to any Contract to which the Stockholder is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to the Stockholder, except where any of the foregoing in clauses (i),(ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an adverse effect on the execution, delivery or performance by the Stockholder of this Agreement.

4.Reliance by Luxco.  The Stockholder understands and acknowledges that Luxco is entering into the Exchange Agreement in reliance upon the Stockholder’s execution,

6

delivery and performance of this Agreement and the completeness and accuracy of the representations and warranties contained herein.

5.Further Assurances.  From time-to-time, at Luxco’s request and without further consideration, the Stockholder shall execute and deliver such additional documents and take all such further lawful action as Luxco may reasonably request for the purpose of carrying out the transactions contemplated by this Agreement.

6.Representations and Warranties of Luxco.  Luxco hereby represents and warrants to the Stockholder as follows:

(a)Organization; Power; Binding Agreement.  Luxco is a société en commandite par actions, duly organized and validly existing under the laws of the Grand Duchy of Luxembourg, and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.  The execution, delivery and performance of this Agreement by Luxco has been duly and validly authorized by all necessary action on the part of Luxco and no other proceedings on the part of Luxco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Luxco, and assuming the due authorization, execution and delivery by or on behalf of the Stockholder, constitutes a valid and binding agreement of Luxco, enforceable against Luxco in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by Luxco, and performance of this Agreement by Luxco will not (i) contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to Luxco, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair Luxco’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of Luxco pursuant to any Contract to which Luxco is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to Luxco, except where any of the foregoing in clauses (i), (ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an

7

adverse effect on the execution, delivery or performance by Luxco of this Agreement.

7.Termination.

(a)Termination.  The covenants and agreements in this Agreement shall terminate upon the earlier to occur of (i) the termination of the Exchange Agreement in accordance with its terms and (ii) the Closing.  Notwithstanding the foregoing, the agreements in Section 1, Section 7, Section 8(c) and Section 9 hereof shall continue indefinitely and survive any termination pursuant to this Section 7.  Notwithstanding the foregoing, the agreements in Section 2(g) hereof shall continue and survive any termination pursuant to clause (ii) of the first sentence of this Section 7(a) until December 15, 2006.

(b)Effect of Termination.  In the event of a termination of this Agreement as provided in Section 7(a) hereof, this Agreement and the proxy granted in Section 2(e) hereof shall forthwith become void and there shall be no liability or obligation on the part of Luxco or the Stockholder or their respective officers, directors or partners hereunder thereafter, except as to those Sections referenced in the last two sentences of Section 7(a) above for which any liability or obligation shall survive as provided therein; provided, however, that nothing herein shall relieve any party for liability for any breach hereof prior to any such termination.

8.Other Agreements.

(a)Survival of Representations and Warranties; Exclusive Representations and Warranties.  All representations and warranties contained herein or made in writing by any party in connection herewith shall not survive the termination of this Agreement; provided that no such termination shall relieve any party hereto form any liability from a breach of this Agreement prior to the date of termination.  The Stockholder agrees that, except for the representations and warranties contained in this Agreement, neither Luxco nor any of its Affiliates or representatives makes any other representations or warranties, and Luxco hereby disclaims any other representations and warranties made by itself or any of its representatives to the Stockholder, with respect to the execution and delivery of this Agreement, the documents and the instruments referred to herein, or the transactions contemplated hereby or thereby, notwithstanding the delivery or disclosure to the Stockholder or the Stockholder’s representatives of any documentation or other information with respect to any one or more of the foregoing.

(b)Public Announcements.  The Stockholder agrees that the Stockholder will not issue any press release or otherwise make any public statement with respect to this Agreement, the Exchange Agreement or the transactions contemplated hereby or thereby without the prior written consent of Luxco; provided, however, that such disclosure can be made without obtaining such prior consent if such party

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determines based upon the advice from its legal counsel that such disclosure is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and the party making such disclosure has first used its commercially reasonable efforts to consult with the other parties about the form and substance of such disclosure prior to making such disclosure.

(c)Confidentiality.  The Stockholder will maintain the confidentiality of any information relating to the business, operations, financial structure, financial position or financial results, customers, suppliers, contracts, employees and affairs of Schick or its Subsidiaries that shall not be generally known to the public or to other participants in Schick’s industry (“Schick Confidential Information”); provided however, that such restriction shall not apply as to particular portions of Schick Confidential Information (i) if, and only to the extent, such portions become generally available to the public other than as a result of a disclosure by the Stockholder in violation of this Section 8(c) or (ii) if the Stockholder determines based upon the advice from its legal counsel that disclosure by the Stockholder on its own behalf is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and has used its or his commercially reasonable efforts to consult with Luxco about the form and substance of such disclosure prior to making such disclosure, in which event it may disclose to the extent, but only to the extent, so required under such applicable law or regulations.  In addition, the restrictions in the prior sentence shall not apply as to particular portions of Schick Confidential Information which the Stockholder reasonably believes it needs to disclose to a court, tribunal or arbitration panel in an action to enforce or defend its rights under and with respect to this Agreement.  In the event that the Stockholder is requested or becomes compelled (by oral questions, interrogatories, requests for information or documents, subpoena, investigative demand or similar legal or regulatory process) to disclose any Schick Confidential Information, the Stockholder will promptly provide Luxco with written notice so Luxco or Schick may seek a protective order or other appropriate remedy and the Stockholder will fully cooperate with Luxco’s or Schick’s efforts to obtain the same.  If, in the absence of a protective order or other remedy or waiver, the Stockholder, after consultation with Luxco, is compelled to disclose such Schick Confidential Information to any tribunal or regulatory authority or else, in the reasonable judgment of the Stockholder’s counsel, stands liable for contempt or will suffer other censure or penalty, the Stockholder will furnish only that portion of Schick Confidential Information which is required to be furnished.

9.Miscellaneous.

(a)Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

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(b)Binding Agreement.  This Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any person or entity to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder’s heirs, guardians, administrators or successors.

(c)Assignment.  This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties; provided that Luxco may assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly owned Subsidiary of it, but no such assignment shall relieve it of its obligations hereunder if such assignee does not perform such obligations.

(d)Amendments, Waivers, Etc.  This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Luxco and the Stockholder.

(e)Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if given) by hand delivery or telecopy (with a confirmation copy sent for next day delivery via courier service, such as Federal Express), or by any courier service, such as Federal Express, providing proof of delivery.  All communications hereunder shall be delivered to the respective parties at the following addresses:

If to the Stockholder:

Arthur D. Kowaloff

1261 Madison Avenue

New York, NY  10128

Attention:

Facsimile:

and

Schick Technologies, Inc.
30-00 47^th Avenue
Long Island City, NY  11101

Attention:Jeffrey T. Slovin
Facsimile:(718) 729-3469

and

Dorsey & Whitney LLP
250 Park Avenue
New York, NY  10177

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Attention:Barry Wade
Facsimile:(212) 953-7201

If to Luxco:

Sirona Holdings Luxco S.C.A.

8-10, rue Mathias Hardt

L-1717 Luxembourg

Attention: Catherine Koch

Facsimile: +352 480-631

and

Sirona Holdings Luxco S.C.A.

c/o Madison Dearborn Partners

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy P. Sullivan

Facsimile: (312) 895-1001

with copies to:

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois  60601

Attention:Sanford E. Perl, P.C.

Facsimile:(312) 861-2200

and

Piliero Goldstein Kogan & Miller, LLP

10 East 53rd Street

New York, New York 10022

Attention:Edward J. Goldstein

Facsimile:(212) 478-8504

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

(f)Severability.  Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in

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such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(g)Specific Performance.  The Stockholder recognizes and acknowledges that a breach by the Stockholder of any covenants or agreements contained in this Agreement will cause Luxco to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore in the event of any such breach or threatened breach Luxco shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, without the necessity of posting of any bond or similar undertaking.

(h)Remedies Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, power or remedy by such party.

(i)No Waiver.  The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(j)No Third Party Beneficiaries.  This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity who or which is not a party hereto.

(k)Governing Law; Jurisdiction.  This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the laws that might be applicable under conflicts of laws principles.  The Stockholder and Luxco irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the Chancery or other Courts of the State of Delaware, and the Stockholder and Luxco hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.  The Stockholder and Luxco hereby irrevocably waive, and agree not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (A) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (B) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise),

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and (C) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(l)Descriptive Headings.  The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

(m)Counterparts.  This Agreement may be executed and delivered in counterparts (including delivery by facsimile or other electronic means), each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement.

(n)Expenses.  Each party shall pay its own costs and expenses, including without limitation, the fees and expenses of their respective counsel and financial advisors.

(o)Interpretation.  When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the content requires otherwise.  Words denoting the singular tense or person shall include the plural and vice versa and references to the masculine gender shall, where the context permits, include the feminine and/or neuter genders and vice versa.

(p)No Restrictions on Actions as Directors.  Notwithstanding anything to the contrary in this Agreement, in the case of any Stockholder who is a director or executive officer of Schick, the agreements of such Stockholder contained in this Agreement shall not govern, limit or restrict such Stockholder’s ability to exercise his or her fiduciary duties as a director or executive officer to the stockholders of Schick under applicable law in his or her capacity as a director or executive officer of Schick.

* * * * *

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IN WITNESS WHEREOF, Luxco and the Stockholder have caused this Voting Agreement and Irrevocable Proxy to be duly executed as of the day and year first above written.

SIRONA HOLDINGS LUXCO S.C.A.
By:	Sirona Holdings S.A.
Its:	Manager
	By:	/s/ TIMOTHY SULLIVAN
	Name:	Timothy Sullivan
	Its:	A Director
	By:	/s/ ALAIN PEIGNEUX
	Name:	Alain Peigneux
	Its:	B Director
/s/  ARTHUR D. KOWALOFF
Arthur D. Kowaloff

Schedule I

Options, etc.

Options to acquire up to 30,000 shares of Schick Common Stock.

Schedule 2(b)(i)

Permitted Encumbrances

None.

VOTING AGREEMENT AND IRREVOCABLE PROXY

THIS VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of September 25, 2005 (this “Agreement”), is made by and between Sirona Holdings Luxco S.C.A., a société en commandite par actions, organized under the laws of the Grand Duchy of Luxembourg (“Luxco”) and Michael Stone(the “Stockholder”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Exchange Agreement (as the same may hereafter be amended from time-to-time, the “Exchange Agreement”) dated as of the date hereof by and among Schick Technologies, Inc., a Delaware corporation (“Schick”), Luxco and Blitz 05-118 GmbH, a corporation established under the laws of the Federal Republic of Germany and to be renamed Sirona Holding GmbH (“Sirona”).

W I T N E S S E T H :

WHEREAS, concurrently with the execution and delivery of this Agreement, Schick, Luxco and Sirona have entered into the Exchange Agreement pursuant to which Luxco will transfer the Sirona Shares and the Sirona Note to Schick and Schick will transfer the Schick Shares to Luxco (the “Exchange Transactions”), on the terms and conditions set forth therein;

WHEREAS, in connection with the Exchange Transactions, Schick will seek to amend its certificate of incorporation to increase the number of authorized shares of Common Stock as set forth in the Certificate Amendment (the “Certificate Amendment”, and together with the Exchange Transactions, the “Transactions”);

WHEREAS,in furtherance of the Transactions, the parties hereto desire that as soon as practicable after the execution and delivery of the Exchange Agreement, Schick will deliver a Proxy Statement to all of the holders of outstanding shares of Common Stock (including all of the Existing Shares (as defined in Section 3 hereof));

WHEREAS,the Board of Directors of Schick has duly adopted resolutions approving the Exchange Agreement, the Transactions and this Agreement and recommending that Schick’s stockholders adopt the Exchange Agreement and the Certificate Amendment and approve the Transactions; and

WHEREAS,as a condition to the willingness of Luxco to enter into the Exchange Agreement, Luxco has requested that certain stockholders of Schick (including the Stockholder) enter into this Agreement, and in order to induce Luxco to enter into the Exchange Agreement, the Stockholder has agreed to enter into this Agreement solely in the Stockholder’s capacity as a stockholder of Schick.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein and the execution and delivery by Schick and Luxco of the Exchange Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Definitions.  For purposes of this Agreement:

(a)“Affiliate” of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth in this Agreement, neither Schick nor any of its Subsidiaries shall be deemed to be an Affiliate of the Stockholder, nor shall the Stockholder be deemed to be an Affiliate of Schick or its Subsidiaries.

(b)“Beneficially Own” or “Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, though any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission under the Exchange Act; provided for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

(c)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(d)“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

(e)“Shares” shall mean the Existing Shares together with any shares of the capital stock of Schick acquired by the Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of options or by means of purchase, stock split, dividend, distribution or otherwise.

2.Voting Agreement; Irrevocable Proxy; No Solicitation; etc.

(a)Voting Agreement.  Unless Luxco votes the Stockholder’s Shares directly pursuant to the proxy granted in Section 2(e) hereof, the Stockholder shall at the Schick Stockholders Meeting and any other meeting of the holders of Common Stock (including at any adjournment(s) thereof), however called, or in connection with any written consent of the holders of Common Stock, appear at such meeting or otherwise cause all of the shares of capital stock of Schick Beneficially Owned or owned of record by the Stockholder (including the Shares) to be counted as

2

present at such meeting for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) such shares (including the Shares), (i) in favor of the adoption of the Exchange Agreement and the Certificate Amendment and in favor of the transactions contemplated by the Exchange Agreement and any actions required in furtherance thereof and hereof; (ii) against any other merger, consolidation, combination, sale of substantial assets, sale of capital stock, sale of debt securities, reorganization, recapitalization, tender offer, dissolution, liquidation or winding up of or by Schick or any of its Subsidiaries or any Competing Transaction with respect to Schick (other than the Exchange Agreement and the transactions contemplated thereby); and (iii) against any amendment of Schick’s bylaws or certificate of incorporation (other than the Certificate Amendment) or other action or agreement that would impede, frustrate, hinder, delay, prevent or nullify this Agreement, the Exchange Agreement, the Certificate Amendment or the transactions contemplated hereby or thereby or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Schick under the Exchange Agreement.

(b)Restrictions on Transfer; No Inconsistent Arrangements.  The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Exchange Agreement and except for sales or transfers (X) if the Stockholder is an individual, to a member of such Stockholder’s immediate family (so long as such transferee agrees in advance in writing to be bound by and perform the terms of this Agreement) or (Y) if the Stockholder is an entity, (A) to an Affiliate of such Stockholder (so long as such Affiliate agrees in advance in writing to be bound by and perform the terms of this Agreement) or (B) with the prior written consent of Luxco (such consent to be withheld only in the event that Luxco reasonably determines that such sale or transfer may be related to or could reasonably be expected to facilitate or support a Competing Transaction involving Schick or any of its Subsidiaries), to a Person that is an entity that is qualified as tax-exempt pursuant to Section 501(c)(3) of the Code (so long as such Person agrees in advance in writing to be bound by and perform the terms of this Agreement (including, without limitation, Section 2(g) hereof)), provided that any sale or transfer pursuant to this clause (B) shall only be made to one Person, shall only be of Shares and shall be structured as a gift to such Person for no material consideration, the Stockholder shall not (i) except for the pledges and encumbrances, if any, permitted by Schedule 2(b)(i), sell, transfer (with or without consideration), pledge or otherwise encumber, assign or otherwise dispose of any of the Stockholder’s Shares or any option or other right to acquire any shares of capital stock of Schick (an “Option”), (ii) enter into any contract, agreement, option or other arrangement or understanding with respect to the sale, transfer (with or without consideration), pledge, assignment or other disposition of the Stockholder’s Shares or Options, (iii) grant any proxy, power-of-attorney, option or other authorization in or with respect to the Stockholder’s Shares or Options or (iv) deposit such Shares or Options into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or Options.  In addition to the consent of Luxco, if any, required pursuant to the foregoing clause (B),

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if applicable, prior to any sale or transfer permitted by the foregoing clause (X) or (Y), the Stockholder shall deliver written notice to Luxco and such notice shall disclose in reasonable detail the identity of such permitted transferee and shall deliver to Luxco the agreement of such transferee contemplated by the prior sentence in form and substance reasonably satisfactory to Luxco.  Notwithstanding anything to the contrary in this Agreement, the Stockholder may exercise at any time any Options issued by Schick and outstanding on the date hereof held by such Stockholder and any shares received in connection with such exercise shall constitute additional Shares subject to this Agreement.

(c)No Solicitation.  The Stockholder hereby agrees, solely in the Stockholder’s capacity as a stockholder of Schick, that the Stockholder will not, nor shall it authorize or permit any of its officers, directors and Affiliates and it will use its commercially reasonable efforts to cause its agents, employees and advisors not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including, but not limited to, by way of furnishing nonpublic information) any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to Schick’s stockholders) that constitutes, or is reasonably expected to lead to, any Competing Transaction relating to Schick or its Subsidiaries (other than the Transactions), (ii) enter into or maintain or continue discussions or negotiations with any Person (other than Luxco or its Affiliates) in furtherance of such inquiries or to obtain a Competing Transaction relating to Schick or its Subsidiaries, (iii) agree to any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries or (iv) endorse any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries.  The Stockholder shall promptly (within 24 hours) notify Luxco after receipt by him or it (or any of his or its officers, directors, employees, agents or advisors or other representatives) of any Competing Transaction Proposal or any request for nonpublic information or inquiry which he or it reasonably believes could be expected to lead to a Competing Transaction Proposal and shall provide to Luxco, in writing, the terms and conditions of any such Competing Transaction Proposal, or such request or inquiry and the identity of the Person making the same.

(d)Waiver of Appraisal Rights.  The Stockholder hereby waives any rights of appraisal or rights to dissent from the Exchange Transactions, if any, that the Stockholder may have under applicable law or otherwise.

(e)Irrevocable Proxy.  The Stockholder hereby grants an irrevocable proxy during the term of this Agreement to Luxco, and hereby constitutes and appoints Luxco, or any nominee of Luxco, as its attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote (by written consent or otherwise) the Shares which the Stockholder is entitled to vote at any meeting of the stockholders of Schick (whether annual or special and whether or not an adjourned or postponed meeting), on the matters and in the manner specified in Section 2(a) of this Agreement.  THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.  The Stockholder hereby revokes all previous proxies granted with respect to the Shares, and no subsequent proxy shall be given

4

(and if given or executed, shall not be effective) by the Stockholder.  All authority herein conferred or agreed to be conferred shall survive any bankruptcy or dissolution of the Stockholder and the subsequent holders of any Shares.  Luxco may terminate the foregoing proxy with respect to the Stockholder at any time at its sole election by written notice to the Stockholder.

(f)No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in Luxco any direct or indirect ownership or incidence of ownership of or with respect to any Shares.  All ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholder, and Luxco shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Schick or exercise any power or authority to direct the Stockholder in the voting of any of the Shares, except as otherwise provided herein.

(g)Limited Holdback of Certain Holders.  In addition to the restrictions set forth in Section 2(b), the Person that acquires Shares from the Stockholder or its assignees or transferees or their respective assignees or transferees, in any case, in reliance on the transfer exception set forth in clause (B) of Section 2(b) hereof (such Person, the “Charitable Holder”), shall be subject to and hereby agrees to the following covenant:  the Charitable Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act of 1933, as amended) of equity securities of Schick, or any securities convertible into or exchangeable or exercisable for such securities, prior to December 15, 2006, unless Luxco otherwise agrees in advance and in writing.

3.Representations and Warranties of the Stockholder.  The Stockholder hereby represents and warrants to Luxco as follows:

(a)Ownership of Shares.  The Stockholder is the record and Beneficial Owner of 70,550 shares of Schick’s Common Stock (the “Existing Shares”).  On the date hereof, except as set forth on Schedule I to this Agreement, the Existing Shares constitute all of the Shares owned of record or Beneficially Owned by the Stockholder and the Stockholder does not own any option, warrant or other right to acquire any shares of Common Stock.  Subject to the encumbrance set forth on Schedule 2(b)(i), if any, the Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth herein, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

(b)Organization; Power; Binding Agreement.  If the Stockholder is an entity, the Stockholder is a legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.

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If the Stockholder is an individual, such Stockholder has the legal capacity to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has been duly and validly authorized by all necessary action on the part of the Stockholder and no other proceedings on the part of the Stockholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby and will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy agreement, pledge agreement, shareholders agreement or voting trust or, if the Stockholder is an entity, the Stockholder’s organizational documents.  This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by or on behalf of Luxco, constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.  There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

(c)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by the Stockholder, and performance of this Agreement by the Stockholder will not (i) if the Stockholder is an entity, contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to the Stockholder, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair the Stockholder’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of the Stockholder pursuant to any Contract to which the Stockholder is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to the Stockholder, except where any of the foregoing in clauses (i),(ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an adverse effect on the execution, delivery or performance by the Stockholder of this Agreement.

4.Reliance by Luxco.  The Stockholder understands and acknowledges that Luxco is entering into the Exchange Agreement in reliance upon the Stockholder’s execution,

6

delivery and performance of this Agreement and the completeness and accuracy of the representations and warranties contained herein.

5.Further Assurances.  From time-to-time, at Luxco’s request and without further consideration, the Stockholder shall execute and deliver such additional documents and take all such further lawful action as Luxco may reasonably request for the purpose of carrying out the transactions contemplated by this Agreement.

6.Representations and Warranties of Luxco.  Luxco hereby represents and warrants to the Stockholder as follows:

(a)Organization; Power; Binding Agreement.  Luxco is a société en commandite par actions, duly organized and validly existing under the laws of the Grand Duchy of Luxembourg, and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.  The execution, delivery and performance of this Agreement by Luxco has been duly and validly authorized by all necessary action on the part of Luxco and no other proceedings on the part of Luxco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Luxco, and assuming the due authorization, execution and delivery by or on behalf of the Stockholder, constitutes a valid and binding agreement of Luxco, enforceable against Luxco in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by Luxco, and performance of this Agreement by Luxco will not (i) contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to Luxco, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair Luxco’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of Luxco pursuant to any Contract to which Luxco is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to Luxco, except where any of the foregoing in clauses (i), (ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an

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adverse effect on the execution, delivery or performance by Luxco of this Agreement.

7.Termination.

(a)Termination.  The covenants and agreements in this Agreement shall terminate upon the earlier to occur of (i) the termination of the Exchange Agreement in accordance with its terms and (ii) the Closing.  Notwithstanding the foregoing, the agreements in Section 1, Section 7, Section 8(c) and Section 9 hereof shall continue indefinitely and survive any termination pursuant to this Section 7.  Notwithstanding the foregoing, the agreements in Section 2(g) hereof shall continue and survive any termination pursuant to clause (ii) of the first sentence of this Section 7(a) until December 15, 2006.

(b)Effect of Termination.  In the event of a termination of this Agreement as provided in Section 7(a) hereof, this Agreement and the proxy granted in Section 2(e) hereof shall forthwith become void and there shall be no liability or obligation on the part of Luxco or the Stockholder or their respective officers, directors or partners hereunder thereafter, except as to those Sections referenced in the last two sentences of Section 7(a) above for which any liability or obligation shall survive as provided therein; provided, however, that nothing herein shall relieve any party for liability for any breach hereof prior to any such termination.

8.Other Agreements.

(a)Survival of Representations and Warranties; Exclusive Representations and Warranties.  All representations and warranties contained herein or made in writing by any party in connection herewith shall not survive the termination of this Agreement; provided that no such termination shall relieve any party hereto form any liability from a breach of this Agreement prior to the date of termination.  The Stockholder agrees that, except for the representations and warranties contained in this Agreement, neither Luxco nor any of its Affiliates or representatives makes any other representations or warranties, and Luxco hereby disclaims any other representations and warranties made by itself or any of its representatives to the Stockholder, with respect to the execution and delivery of this Agreement, the documents and the instruments referred to herein, or the transactions contemplated hereby or thereby, notwithstanding the delivery or disclosure to the Stockholder or the Stockholder’s representatives of any documentation or other information with respect to any one or more of the foregoing.

(b)Public Announcements.  The Stockholder agrees that the Stockholder will not issue any press release or otherwise make any public statement with respect to this Agreement, the Exchange Agreement or the transactions contemplated hereby or thereby without the prior written consent of Luxco; provided, however, that such disclosure can be made without obtaining such prior consent if such party

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determines based upon the advice from its legal counsel that such disclosure is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and the party making such disclosure has first used its commercially reasonable efforts to consult with the other parties about the form and substance of such disclosure prior to making such disclosure.

(c)Confidentiality.  The Stockholder will maintain the confidentiality of any information relating to the business, operations, financial structure, financial position or financial results, customers, suppliers, contracts, employees and affairs of Schick or its Subsidiaries that shall not be generally known to the public or to other participants in Schick’s industry (“Schick Confidential Information”); provided however, that such restriction shall not apply as to particular portions of Schick Confidential Information (i) if, and only to the extent, such portions become generally available to the public other than as a result of a disclosure by the Stockholder in violation of this Section 8(c) or (ii) if the Stockholder determines based upon the advice from its legal counsel that disclosure by the Stockholder on its own behalf is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and has used its or his commercially reasonable efforts to consult with Luxco about the form and substance of such disclosure prior to making such disclosure, in which event it may disclose to the extent, but only to the extent, so required under such applicable law or regulations.  In addition, the restrictions in the prior sentence shall not apply as to particular portions of Schick Confidential Information which the Stockholder reasonably believes it needs to disclose to a court, tribunal or arbitration panel in an action to enforce or defend its rights under and with respect to this Agreement.  In the event that the Stockholder is requested or becomes compelled (by oral questions, interrogatories, requests for information or documents, subpoena, investigative demand or similar legal or regulatory process) to disclose any Schick Confidential Information, the Stockholder will promptly provide Luxco with written notice so Luxco or Schick may seek a protective order or other appropriate remedy and the Stockholder will fully cooperate with Luxco’s or Schick’s efforts to obtain the same.  If, in the absence of a protective order or other remedy or waiver, the Stockholder, after consultation with Luxco, is compelled to disclose such Schick Confidential Information to any tribunal or regulatory authority or else, in the reasonable judgment of the Stockholder’s counsel, stands liable for contempt or will suffer other censure or penalty, the Stockholder will furnish only that portion of Schick Confidential Information which is required to be furnished.

9.Miscellaneous.

(a)Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

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(b)Binding Agreement.  This Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any person or entity to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder’s heirs, guardians, administrators or successors.

(c)Assignment.  This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties; provided that Luxco may assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly owned Subsidiary of it, but no such assignment shall relieve it of its obligations hereunder if such assignee does not perform such obligations.

(d)Amendments, Waivers, Etc.  This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Luxco and the Stockholder.

(e)Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if given) by hand delivery or telecopy (with a confirmation copy sent for next day delivery via courier service, such as Federal Express), or by any courier service, such as Federal Express, providing proof of delivery.  All communications hereunder shall be delivered to the respective parties at the following addresses:

If to the Stockholder:

Michael Stone

2-01 50th Avenue

Apt. 10G

Long Island City, NY  11101

Attention:

Facsimile:

and

Schick Technologies, Inc.
30-00 47^th Avenue
Long Island City, NY  11101

Attention:Jeffrey T. Slovin
Facsimile:(718) 729-3469

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and

Dorsey & Whitney LLP
250 Park Avenue
New York, NY  10177

Attention:Barry Wade
Facsimile:(212) 953-7201

If to Luxco:

Sirona Holdings Luxco S.C.A.

8-10, rue Mathias Hardt

L-1717 Luxembourg

Attention: Catherine Koch

Facsimile: +352 480-631

and

Sirona Holdings Luxco S.C.A.

c/o Madison Dearborn Partners

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy P. Sullivan

Facsimile: (312) 895-1001

with copies to:

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois  60601

Attention:Sanford E. Perl, P.C.

Facsimile:(312) 861-2200

and

Piliero Goldstein Kogan & Miller, LLP

10 East 53rd Street

New York, New York 10022

Attention:Edward J. Goldstein

Facsimile:(212) 478-8504

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

(f)Severability.  Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any

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applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(g)Specific Performance.  The Stockholder recognizes and acknowledges that a breach by the Stockholder of any covenants or agreements contained in this Agreement will cause Luxco to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore in the event of any such breach or threatened breach Luxco shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, without the necessity of posting of any bond or similar undertaking.

(h)Remedies Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, power or remedy by such party.

(i)No Waiver.  The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(j)No Third Party Beneficiaries.  This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity who or which is not a party hereto.

(k)Governing Law; Jurisdiction.  This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the laws that might be applicable under conflicts of laws principles.  The Stockholder and Luxco irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the Chancery or other Courts of the State of Delaware, and the Stockholder and Luxco hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.  The Stockholder and Luxco hereby irrevocably waive, and agree not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (A) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (B) that it or its property is exempt or immune from

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jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (C) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(l)Descriptive Headings.  The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

(m)Counterparts.  This Agreement may be executed and delivered in counterparts (including delivery by facsimile or other electronic means), each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement.

(n)Expenses.  Each party shall pay its own costs and expenses, including without limitation, the fees and expenses of their respective counsel and financial advisors.

(o)Interpretation.  When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the content requires otherwise.  Words denoting the singular tense or person shall include the plural and vice versa and references to the masculine gender shall, where the context permits, include the feminine and/or neuter genders and vice versa.

(p)No Restrictions on Actions as Directors.  Notwithstanding anything to the contrary in this Agreement, in the case of any Stockholder who is a director or executive officer of Schick, the agreements of such Stockholder contained in this Agreement shall not govern, limit or restrict such Stockholder’s ability to exercise his or her fiduciary duties as a director or executive officer to the stockholders of Schick under applicable law in his or her capacity as a director or executive officer of Schick.

* * * * *

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IN WITNESS WHEREOF, Luxco and the Stockholder have caused this Voting Agreement and Irrevocable Proxy to be duly executed as of the day and year first above written.

SIRONA HOLDINGS LUXCO S.C.A.
By:	Sirona Holdings S.A.
Its:	Manager
	By:	/s/ TIMOTHY SULLIVAN
	Name:	Timothy Sullivan
	Its:	A Director
	By:	/s/ ALAIN PEIGNEUX
	Name:	Alain Peigneux
	Its:	B Director
/s/  MICHAEL STONE
Michael Stone

Schedule I

Options, etc.

Options to acquire up to 324,497 shares of Schick Common Stock.

Schedule 2(b)(i)

Permitted Encumbrances

None.

VOTING AGREEMENT AND IRREVOCABLE PROXY

THIS VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of September 25, 2005 (this “Agreement”), is made by and between Sirona Holdings Luxco S.C.A., a société en commandite par actions, organized under the laws of the Grand Duchy of Luxembourg (“Luxco”) and Jeffrey Slovin(the “Stockholder”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Exchange Agreement (as the same may hereafter be amended from time-to-time, the “Exchange Agreement”) dated as of the date hereof by and among Schick Technologies, Inc., a Delaware corporation (“Schick”), Luxco and Blitz 05-118 GmbH, a corporation established under the laws of the Federal Republic of Germany and to be renamed Sirona Holding GmbH (“Sirona”).

W I T N E S S E T H :

WHEREAS, concurrently with the execution and delivery of this Agreement, Schick, Luxco and Sirona have entered into the Exchange Agreement pursuant to which Luxco will transfer the Sirona Shares and the Sirona Note to Schick and Schick will transfer the Schick Shares to Luxco (the “Exchange Transactions”), on the terms and conditions set forth therein;

WHEREAS, in connection with the Exchange Transactions, Schick will seek to amend its certificate of incorporation to increase the number of authorized shares of Common Stock as set forth in the Certificate Amendment (the “Certificate Amendment”, and together with the Exchange Transactions, the “Transactions”);

WHEREAS,in furtherance of the Transactions, the parties hereto desire that as soon as practicable after the execution and delivery of the Exchange Agreement, Schick will deliver a Proxy Statement to all of the holders of outstanding shares of Common Stock (including all of the Existing Shares (as defined in Section 3 hereof));

WHEREAS,the Board of Directors of Schick has duly adopted resolutions approving the Exchange Agreement, the Transactions and this Agreement and recommending that Schick’s stockholders adopt the Exchange Agreement and the Certificate Amendment and approve the Transactions; and

WHEREAS,as a condition to the willingness of Luxco to enter into the Exchange Agreement, Luxco has requested that certain stockholders of Schick (including the Stockholder) enter into this Agreement, and in order to induce Luxco to enter into the Exchange Agreement, the Stockholder has agreed to enter into this Agreement solely in the Stockholder’s capacity as a stockholder of Schick.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein and the execution and delivery by Schick and Luxco of the Exchange Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Definitions.  For purposes of this Agreement:

(a)“Affiliate” of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth in this Agreement, neither Schick nor any of its Subsidiaries shall be deemed to be an Affiliate of the Stockholder, nor shall the Stockholder be deemed to be an Affiliate of Schick or its Subsidiaries.

(b)“Beneficially Own” or “Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, though any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission under the Exchange Act; provided for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

(c)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(d)“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

(e)“Shares” shall mean the Existing Shares together with any shares of the capital stock of Schick acquired by the Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of options or by means of purchase, stock split, dividend, distribution or otherwise.

2.Voting Agreement; Irrevocable Proxy; No Solicitation; etc.

(a)Voting Agreement.  Unless Luxco votes the Stockholder’s Shares directly pursuant to the proxy granted in Section 2(e) hereof, the Stockholder shall at the Schick Stockholders Meeting and any other meeting of the holders of Common Stock (including at any adjournment(s) thereof), however called, or in connection with any written consent of the holders of Common Stock, appear at such meeting or otherwise cause all of the shares of capital stock of Schick Beneficially Owned or owned of record by the Stockholder (including the Shares) to be counted as

2

present at such meeting for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) such shares (including the Shares), (i) in favor of the adoption of the Exchange Agreement and the Certificate Amendment and in favor of the transactions contemplated by the Exchange Agreement and any actions required in furtherance thereof and hereof; (ii) against any other merger, consolidation, combination, sale of substantial assets, sale of capital stock, sale of debt securities, reorganization, recapitalization, tender offer, dissolution, liquidation or winding up of or by Schick or any of its Subsidiaries or any Competing Transaction with respect to Schick (other than the Exchange Agreement and the transactions contemplated thereby); and (iii) against any amendment of Schick’s bylaws or certificate of incorporation (other than the Certificate Amendment) or other action or agreement that would impede, frustrate, hinder, delay, prevent or nullify this Agreement, the Exchange Agreement, the Certificate Amendment or the transactions contemplated hereby or thereby or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Schick under the Exchange Agreement.

(b)Restrictions on Transfer; No Inconsistent Arrangements.  The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Exchange Agreement and except for sales or transfers (X) if the Stockholder is an individual, to a member of such Stockholder’s immediate family (so long as such transferee agrees in advance in writing to be bound by and perform the terms of this Agreement) or (Y) if the Stockholder is an entity, (A) to an Affiliate of such Stockholder (so long as such Affiliate agrees in advance in writing to be bound by and perform the terms of this Agreement) or (B) with the prior written consent of Luxco (such consent to be withheld only in the event that Luxco reasonably determines that such sale or transfer may be related to or could reasonably be expected to facilitate or support a Competing Transaction involving Schick or any of its Subsidiaries), to a Person that is an entity that is qualified as tax-exempt pursuant to Section 501(c)(3) of the Code (so long as such Person agrees in advance in writing to be bound by and perform the terms of this Agreement (including, without limitation, Section 2(g) hereof)), provided that any sale or transfer pursuant to this clause (B) shall only be made to one Person, shall only be of Shares and shall be structured as a gift to such Person for no material consideration, the Stockholder shall not (i) except for the pledges and encumbrances, if any, permitted by Schedule 2(b)(i), sell, transfer (with or without consideration), pledge or otherwise encumber, assign or otherwise dispose of any of the Stockholder’s Shares or any option or other right to acquire any shares of capital stock of Schick (an “Option”), (ii) enter into any contract, agreement, option or other arrangement or understanding with respect to the sale, transfer (with or without consideration), pledge, assignment or other disposition of the Stockholder’s Shares or Options, (iii) grant any proxy, power-of-attorney, option or other authorization in or with respect to the Stockholder’s Shares or Options or (iv) deposit such Shares or Options into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or Options.  In addition to the consent of Luxco, if any, required pursuant to the foregoing clause (B),

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if applicable, prior to any sale or transfer permitted by the foregoing clause (X) or (Y), the Stockholder shall deliver written notice to Luxco and such notice shall disclose in reasonable detail the identity of such permitted transferee and shall deliver to Luxco the agreement of such transferee contemplated by the prior sentence in form and substance reasonably satisfactory to Luxco.  Notwithstanding anything to the contrary in this Agreement, the Stockholder may exercise at any time any Options issued by Schick and outstanding on the date hereof held by such Stockholder and any shares received in connection with such exercise shall constitute additional Shares subject to this Agreement.

(c)No Solicitation.  The Stockholder hereby agrees, solely in the Stockholder’s capacity as a stockholder of Schick, that the Stockholder will not, nor shall it authorize or permit any of its officers, directors and Affiliates and it will use its commercially reasonable efforts to cause its agents, employees and advisors not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including, but not limited to, by way of furnishing nonpublic information) any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to Schick’s stockholders) that constitutes, or is reasonably expected to lead to, any Competing Transaction relating to Schick or its Subsidiaries (other than the Transactions), (ii) enter into or maintain or continue discussions or negotiations with any Person (other than Luxco or its Affiliates) in furtherance of such inquiries or to obtain a Competing Transaction relating to Schick or its Subsidiaries, (iii) agree to any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries or (iv) endorse any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries.  The Stockholder shall promptly (within 24 hours) notify Luxco after receipt by him or it (or any of his or its officers, directors, employees, agents or advisors or other representatives) of any Competing Transaction Proposal or any request for nonpublic information or inquiry which he or it reasonably believes could be expected to lead to a Competing Transaction Proposal and shall provide to Luxco, in writing, the terms and conditions of any such Competing Transaction Proposal, or such request or inquiry and the identity of the Person making the same.

(d)Waiver of Appraisal Rights.  The Stockholder hereby waives any rights of appraisal or rights to dissent from the Exchange Transactions, if any, that the Stockholder may have under applicable law or otherwise.

(e)Irrevocable Proxy.  The Stockholder hereby grants an irrevocable proxy during the term of this Agreement to Luxco, and hereby constitutes and appoints Luxco, or any nominee of Luxco, as its attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote (by written consent or otherwise) the Shares which the Stockholder is entitled to vote at any meeting of the stockholders of Schick (whether annual or special and whether or not an adjourned or postponed meeting), on the matters and in the manner specified in Section 2(a) of this Agreement.  THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.  The Stockholder hereby revokes all previous proxies granted with respect to the Shares, and no subsequent proxy shall be given

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(and if given or executed, shall not be effective) by the Stockholder.  All authority herein conferred or agreed to be conferred shall survive any bankruptcy or dissolution of the Stockholder and the subsequent holders of any Shares.  Luxco may terminate the foregoing proxy with respect to the Stockholder at any time at its sole election by written notice to the Stockholder.

(f)No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in Luxco any direct or indirect ownership or incidence of ownership of or with respect to any Shares.  All ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholder, and Luxco shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Schick or exercise any power or authority to direct the Stockholder in the voting of any of the Shares, except as otherwise provided herein.

(g)Limited Holdback of Certain Holders.  In addition to the restrictions set forth in Section 2(b), the Person that acquires Shares from the Stockholder or its assignees or transferees or their respective assignees or transferees, in any case, in reliance on the transfer exception set forth in clause (B) of Section 2(b) hereof (such Person, the “Charitable Holder”), shall be subject to and hereby agrees to the following covenant:  the Charitable Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act of 1933, as amended) of equity securities of Schick, or any securities convertible into or exchangeable or exercisable for such securities, prior to December 15, 2006, unless Luxco otherwise agrees in advance and in writing.

3.Representations and Warranties of the Stockholder.  The Stockholder hereby represents and warrants to Luxco as follows:

(a)Ownership of Shares.  The Stockholder is the record and Beneficial Owner of 706,564 shares of Schick’s Common Stock (the “Existing Shares”).  On the date hereof, except as set forth on Schedule I to this Agreement, the Existing Shares constitute all of the Shares owned of record or Beneficially Owned by the Stockholder and the Stockholder does not own any option, warrant or other right to acquire any shares of Common Stock.  Subject to the encumbrance set forth on Schedule 2(b)(i), if any, the Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth herein, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

(b)Organization; Power; Binding Agreement.  If the Stockholder is an entity, the Stockholder is a legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.

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If the Stockholder is an individual, such Stockholder has the legal capacity to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has been duly and validly authorized by all necessary action on the part of the Stockholder and no other proceedings on the part of the Stockholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby and will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy agreement, pledge agreement, shareholders agreement or voting trust or, if the Stockholder is an entity, the Stockholder’s organizational documents.  This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by or on behalf of Luxco, constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.  There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

(c)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by the Stockholder, and performance of this Agreement by the Stockholder will not (i) if the Stockholder is an entity, contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to the Stockholder, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair the Stockholder’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of the Stockholder pursuant to any Contract to which the Stockholder is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to the Stockholder, except where any of the foregoing in clauses (i),(ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an adverse effect on the execution, delivery or performance by the Stockholder of this Agreement.

4.Reliance by Luxco.  The Stockholder understands and acknowledges that Luxco is entering into the Exchange Agreement in reliance upon the Stockholder’s execution,

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delivery and performance of this Agreement and the completeness and accuracy of the representations and warranties contained herein.

5.Further Assurances.  From time-to-time, at Luxco’s request and without further consideration, the Stockholder shall execute and deliver such additional documents and take all such further lawful action as Luxco may reasonably request for the purpose of carrying out the transactions contemplated by this Agreement.

6.Representations and Warranties of Luxco.  Luxco hereby represents and warrants to the Stockholder as follows:

(a)Organization; Power; Binding Agreement.  Luxco is a société en commandite par actions, duly organized and validly existing under the laws of the Grand Duchy of Luxembourg, and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.  The execution, delivery and performance of this Agreement by Luxco has been duly and validly authorized by all necessary action on the part of Luxco and no other proceedings on the part of Luxco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Luxco, and assuming the due authorization, execution and delivery by or on behalf of the Stockholder, constitutes a valid and binding agreement of Luxco, enforceable against Luxco in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by Luxco, and performance of this Agreement by Luxco will not (i) contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to Luxco, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair Luxco’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of Luxco pursuant to any Contract to which Luxco is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to Luxco, except where any of the foregoing in clauses (i), (ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an

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adverse effect on the execution, delivery or performance by Luxco of this Agreement.

7.Termination.

(a)Termination.  The covenants and agreements in this Agreement shall terminate upon the earlier to occur of (i) the termination of the Exchange Agreement in accordance with its terms and (ii) the Closing.  Notwithstanding the foregoing, the agreements in Section 1, Section 7, Section 8(c) and Section 9 hereof shall continue indefinitely and survive any termination pursuant to this Section 7.  Notwithstanding the foregoing, the agreements in Section 2(g) hereof shall continue and survive any termination pursuant to clause (ii) of the first sentence of this Section 7(a) until December 15, 2006.

(b)Effect of Termination.  In the event of a termination of this Agreement as provided in Section 7(a) hereof, this Agreement and the proxy granted in Section 2(e) hereof shall forthwith become void and there shall be no liability or obligation on the part of Luxco or the Stockholder or their respective officers, directors or partners hereunder thereafter, except as to those Sections referenced in the last two sentences of Section 7(a) above for which any liability or obligation shall survive as provided therein; provided, however, that nothing herein shall relieve any party for liability for any breach hereof prior to any such termination.

8.Other Agreements.

(a)Survival of Representations and Warranties; Exclusive Representations and Warranties.  All representations and warranties contained herein or made in writing by any party in connection herewith shall not survive the termination of this Agreement; provided that no such termination shall relieve any party hereto form any liability from a breach of this Agreement prior to the date of termination.  The Stockholder agrees that, except for the representations and warranties contained in this Agreement, neither Luxco nor any of its Affiliates or representatives makes any other representations or warranties, and Luxco hereby disclaims any other representations and warranties made by itself or any of its representatives to the Stockholder, with respect to the execution and delivery of this Agreement, the documents and the instruments referred to herein, or the transactions contemplated hereby or thereby, notwithstanding the delivery or disclosure to the Stockholder or the Stockholder’s representatives of any documentation or other information with respect to any one or more of the foregoing.

(b)Public Announcements.  The Stockholder agrees that the Stockholder will not issue any press release or otherwise make any public statement with respect to this Agreement, the Exchange Agreement or the transactions contemplated hereby or thereby without the prior written consent of Luxco; provided, however, that such disclosure can be made without obtaining such prior consent if such party

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determines based upon the advice from its legal counsel that such disclosure is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and the party making such disclosure has first used its commercially reasonable efforts to consult with the other parties about the form and substance of such disclosure prior to making such disclosure.

(c)Confidentiality.  The Stockholder will maintain the confidentiality of any information relating to the business, operations, financial structure, financial position or financial results, customers, suppliers, contracts, employees and affairs of Schick or its Subsidiaries that shall not be generally known to the public or to other participants in Schick’s industry (“Schick Confidential Information”); provided however, that such restriction shall not apply as to particular portions of Schick Confidential Information (i) if, and only to the extent, such portions become generally available to the public other than as a result of a disclosure by the Stockholder in violation of this Section 8(c) or (ii) if the Stockholder determines based upon the advice from its legal counsel that disclosure by the Stockholder on its own behalf is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and has used its or his commercially reasonable efforts to consult with Luxco about the form and substance of such disclosure prior to making such disclosure, in which event it may disclose to the extent, but only to the extent, so required under such applicable law or regulations.  In addition, the restrictions in the prior sentence shall not apply as to particular portions of Schick Confidential Information which the Stockholder reasonably believes it needs to disclose to a court, tribunal or arbitration panel in an action to enforce or defend its rights under and with respect to this Agreement.  In the event that the Stockholder is requested or becomes compelled (by oral questions, interrogatories, requests for information or documents, subpoena, investigative demand or similar legal or regulatory process) to disclose any Schick Confidential Information, the Stockholder will promptly provide Luxco with written notice so Luxco or Schick may seek a protective order or other appropriate remedy and the Stockholder will fully cooperate with Luxco’s or Schick’s efforts to obtain the same.  If, in the absence of a protective order or other remedy or waiver, the Stockholder, after consultation with Luxco, is compelled to disclose such Schick Confidential Information to any tribunal or regulatory authority or else, in the reasonable judgment of the Stockholder’s counsel, stands liable for contempt or will suffer other censure or penalty, the Stockholder will furnish only that portion of Schick Confidential Information which is required to be furnished.

9.Miscellaneous.

(a)Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

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(b)Binding Agreement.  This Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any person or entity to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder’s heirs, guardians, administrators or successors.

(c)Assignment.  This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties; provided that Luxco may assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly owned Subsidiary of it, but no such assignment shall relieve it of its obligations hereunder if such assignee does not perform such obligations.

(d)Amendments, Waivers, Etc.  This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Luxco and the Stockholder.

(e)Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if given) by hand delivery or telecopy (with a confirmation copy sent for next day delivery via courier service, such as Federal Express), or by any courier service, such as Federal Express, providing proof of delivery.  All communications hereunder shall be delivered to the respective parties at the following addresses:

If to the Stockholder:

Jeffrey Slovin

East 69th St., Apt. #5C

New York, NY  10021

Attention:

Facsimile:

and

Schick Technologies, Inc.
30-00 47^th Avenue
Long Island City, NY  11101

Attention:Jeffrey T. Slovin
Facsimile:(718) 729-3469

and

Dorsey & Whitney LLP
250 Park Avenue
New York, NY  10177

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Attention:Barry Wade
Facsimile:(212) 953-7201

If to Luxco:

Sirona Holdings Luxco S.C.A.

8-10, rue Mathias Hardt

L-1717 Luxembourg

Attention: Catherine Koch

Facsimile: +352 480-631

and

Sirona Holdings Luxco S.C.A.

c/o Madison Dearborn Partners

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy P. Sullivan

Facsimile: (312) 895-1001

with copies to:

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois  60601

Attention:Sanford E. Perl, P.C.

Facsimile:(312) 861-2200

and

Piliero Goldstein Kogan & Miller, LLP

10 East 53rd Street

New York, New York 10022

Attention:Edward J. Goldstein

Facsimile:(212) 478-8504

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

(f)Severability.  Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in

11

such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(g)Specific Performance.  The Stockholder recognizes and acknowledges that a breach by the Stockholder of any covenants or agreements contained in this Agreement will cause Luxco to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore in the event of any such breach or threatened breach Luxco shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, without the necessity of posting of any bond or similar undertaking.

(h)Remedies Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, power or remedy by such party.

(i)No Waiver.  The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(j)No Third Party Beneficiaries.  This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity who or which is not a party hereto.

(k)Governing Law; Jurisdiction.  This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the laws that might be applicable under conflicts of laws principles.  The Stockholder and Luxco irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the Chancery or other Courts of the State of Delaware, and the Stockholder and Luxco hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.  The Stockholder and Luxco hereby irrevocably waive, and agree not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (A) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (B) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise),

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and (C) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(l)Descriptive Headings.  The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

(m)Counterparts.  This Agreement may be executed and delivered in counterparts (including delivery by facsimile or other electronic means), each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement.

(n)Expenses.  Each party shall pay its own costs and expenses, including without limitation, the fees and expenses of their respective counsel and financial advisors.

(o)Interpretation.  When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the content requires otherwise.  Words denoting the singular tense or person shall include the plural and vice versa and references to the masculine gender shall, where the context permits, include the feminine and/or neuter genders and vice versa.

(p)No Restrictions on Actions as Directors.  Notwithstanding anything to the contrary in this Agreement, in the case of any Stockholder who is a director or executive officer of Schick, the agreements of such Stockholder contained in this Agreement shall not govern, limit or restrict such Stockholder’s ability to exercise his or her fiduciary duties as a director or executive officer to the stockholders of Schick under applicable law in his or her capacity as a director or executive officer of Schick.

* * * * *

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IN WITNESS WHEREOF, Luxco and the Stockholder have caused this Voting Agreement and Irrevocable Proxy to be duly executed as of the day and year first above written.

SIRONA HOLDINGS LUXCO S.C.A.
By:	Sirona Holdings S.A.
Its:	Manager
	By:	/s/ TIMOTHY SULLIVAN
	Name:	Timothy Sullivan
	Its:	A Director
	By:	/s/ ALAIN PEIGNEUX
	Name:	Alain Peigneux
	Its:	B Director
/s/  JEFFREY SLOVIN
Jeffrey Slovin

Schedule I

Options, etc.

Options to acquire up to 595,850 shares of Schick Common Stock.

Schedule 2(b)(i)

Permitted Encumbrances

None.

VOTING AGREEMENT AND IRREVOCABLE PROXY

THIS VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of September 25, 2005 (this “Agreement”), is made by and between Sirona Holdings Luxco S.C.A., a société en commandite par actions, organized under the laws of the Grand Duchy of Luxembourg (“Luxco”) and Greystone Funding Corporation, a Virginia corporation(the “Stockholder”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Exchange Agreement (as the same may hereafter be amended from time-to-time, the “Exchange Agreement”) dated as of the date hereof by and among Schick Technologies, Inc., a Delaware corporation (“Schick”), Luxco and Blitz 05-118 GmbH, a corporation established under the laws of the Federal Republic of Germany and to be renamed Sirona Holding GmbH (“Sirona”).

W I T N E S S E T H :

WHEREAS, concurrently with the execution and delivery of this Agreement, Schick, Luxco and Sirona have entered into the Exchange Agreement pursuant to which Luxco will transfer the Sirona Shares and the Sirona Note to Schick and Schick will transfer the Schick Shares to Luxco (the “Exchange Transactions”), on the terms and conditions set forth therein;

WHEREAS, in connection with the Exchange Transactions, Schick will seek to amend its certificate of incorporation to increase the number of authorized shares of Common Stock as set forth in the Certificate Amendment (the “Certificate Amendment”, and together with the Exchange Transactions, the “Transactions”);

WHEREAS,in furtherance of the Transactions, the parties hereto desire that as soon as practicable after the execution and delivery of the Exchange Agreement, Schick will deliver a Proxy Statement to all of the holders of outstanding shares of Common Stock (including all of the Existing Shares (as defined in Section 3 hereof));

WHEREAS,the Board of Directors of Schick has duly adopted resolutions approving the Exchange Agreement, the Transactions and this Agreement and recommending that Schick’s stockholders adopt the Exchange Agreement and the Certificate Amendment and approve the Transactions; and

WHEREAS,as a condition to the willingness of Luxco to enter into the Exchange Agreement, Luxco has requested that certain stockholders of Schick (including the Stockholder) enter into this Agreement, and in order to induce Luxco to enter into the Exchange Agreement, the Stockholder has agreed to enter into this Agreement solely in the Stockholder’s capacity as a stockholder of Schick.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein and the execution and delivery by Schick and Luxco of the Exchange Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Definitions.  For purposes of this Agreement:

(a)“Affiliate” of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth in this Agreement, neither Schick nor any of its Subsidiaries shall be deemed to be an Affiliate of the Stockholder, nor shall the Stockholder be deemed to be an Affiliate of Schick or its Subsidiaries.

(b)“Beneficially Own” or “Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, though any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission under the Exchange Act; provided for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

(c)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(d)“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

(e)“Shares” shall mean the Existing Shares together with any shares of the capital stock of Schick acquired by the Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of options or by means of purchase, stock split, dividend, distribution or otherwise.

2.Voting Agreement; Irrevocable Proxy; No Solicitation; etc.

(a)Voting Agreement.  Unless Luxco votes the Stockholder’s Shares directly pursuant to the proxy granted in Section 2(e) hereof, the Stockholder shall at the Schick Stockholders Meeting and any other meeting of the holders of Common Stock (including at any adjournment(s) thereof), however called, or in connection with any written consent of the holders of Common Stock, appear at such meeting or otherwise cause all of the shares of capital stock of Schick Beneficially Owned or owned of record by the Stockholder (including the Shares) to be counted as

2

present at such meeting for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) such shares (including the Shares), (i) in favor of the adoption of the Exchange Agreement and the Certificate Amendment and in favor of the transactions contemplated by the Exchange Agreement and any actions required in furtherance thereof and hereof; (ii) against any other merger, consolidation, combination, sale of substantial assets, sale of capital stock, sale of debt securities, reorganization, recapitalization, tender offer, dissolution, liquidation or winding up of or by Schick or any of its Subsidiaries or any Competing Transaction with respect to Schick (other than the Exchange Agreement and the transactions contemplated thereby); and (iii) against any amendment of Schick’s bylaws or certificate of incorporation (other than the Certificate Amendment) or other action or agreement that would impede, frustrate, hinder, delay, prevent or nullify this Agreement, the Exchange Agreement, the Certificate Amendment or the transactions contemplated hereby or thereby or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Schick under the Exchange Agreement.

(b)Restrictions on Transfer; No Inconsistent Arrangements.  The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Exchange Agreement and except for sales or transfers (X) if the Stockholder is an individual, to a member of such Stockholder’s immediate family (so long as such transferee agrees in advance in writing to be bound by and perform the terms of this Agreement) or (Y) if the Stockholder is an entity, (A) to an Affiliate of such Stockholder (so long as such Affiliate agrees in advance in writing to be bound by and perform the terms of this Agreement) or (B) with the prior written consent of Luxco (such consent to be withheld only in the event that Luxco reasonably determines that such sale or transfer may be related to or could reasonably be expected to facilitate or support a Competing Transaction involving Schick or any of its Subsidiaries), to a Person that is an entity that is qualified as tax-exempt pursuant to Section 501(c)(3) of the Code (so long as such Person agrees in advance in writing to be bound by and perform the terms of this Agreement (including, without limitation, Section 2(g) hereof)), provided that any sale or transfer pursuant to this clause (B) shall only be made to one Person, shall only be of Shares and shall be structured as a gift to such Person for no material consideration, the Stockholder shall not (i) except for the pledges and encumbrances, if any, permitted by Schedule 2(b)(i), sell, transfer (with or without consideration), pledge or otherwise encumber, assign or otherwise dispose of any of the Stockholder’s Shares or any option or other right to acquire any shares of capital stock of Schick (an “Option”), (ii) enter into any contract, agreement, option or other arrangement or understanding with respect to the sale, transfer (with or without consideration), pledge, assignment or other disposition of the Stockholder’s Shares or Options, (iii) grant any proxy, power-of-attorney, option or other authorization in or with respect to the Stockholder’s Shares or Options or (iv) deposit such Shares or Options into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or Options.  In addition to the consent of Luxco, if any, required pursuant to the foregoing clause (B),

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if applicable, prior to any sale or transfer permitted by the foregoing clause (X) or (Y), the Stockholder shall deliver written notice to Luxco and such notice shall disclose in reasonable detail the identity of such permitted transferee and shall deliver to Luxco the agreement of such transferee contemplated by the prior sentence in form and substance reasonably satisfactory to Luxco.  Notwithstanding anything to the contrary in this Agreement, the Stockholder may exercise at any time any Options issued by Schick and outstanding on the date hereof held by such Stockholder and any shares received in connection with such exercise shall constitute additional Shares subject to this Agreement.

(c)No Solicitation.  The Stockholder hereby agrees, solely in the Stockholder’s capacity as a stockholder of Schick, that the Stockholder will not, nor shall it authorize or permit any of its officers, directors and Affiliates and it will use its commercially reasonable efforts to cause its agents, employees and advisors not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including, but not limited to, by way of furnishing nonpublic information) any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to Schick’s stockholders) that constitutes, or is reasonably expected to lead to, any Competing Transaction relating to Schick or its Subsidiaries (other than the Transactions), (ii) enter into or maintain or continue discussions or negotiations with any Person (other than Luxco or its Affiliates) in furtherance of such inquiries or to obtain a Competing Transaction relating to Schick or its Subsidiaries, (iii) agree to any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries or (iv) endorse any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries.  The Stockholder shall promptly (within 24 hours) notify Luxco after receipt by him or it (or any of his or its officers, directors, employees, agents or advisors or other representatives) of any Competing Transaction Proposal or any request for nonpublic information or inquiry which he or it reasonably believes could be expected to lead to a Competing Transaction Proposal and shall provide to Luxco, in writing, the terms and conditions of any such Competing Transaction Proposal, or such request or inquiry and the identity of the Person making the same.

(d)Waiver of Appraisal Rights.  The Stockholder hereby waives any rights of appraisal or rights to dissent from the Exchange Transactions, if any, that the Stockholder may have under applicable law or otherwise.

(e)Irrevocable Proxy.  The Stockholder hereby grants an irrevocable proxy during the term of this Agreement to Luxco, and hereby constitutes and appoints Luxco, or any nominee of Luxco, as its attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote (by written consent or otherwise) the Shares which the Stockholder is entitled to vote at any meeting of the stockholders of Schick (whether annual or special and whether or not an adjourned or postponed meeting), on the matters and in the manner specified in Section 2(a) of this Agreement.  THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.  The Stockholder hereby revokes all previous proxies granted with respect to the Shares, and no subsequent proxy shall be given

4

(and if given or executed, shall not be effective) by the Stockholder.  All authority herein conferred or agreed to be conferred shall survive any bankruptcy or dissolution of the Stockholder and the subsequent holders of any Shares.  Luxco may terminate the foregoing proxy with respect to the Stockholder at any time at its sole election by written notice to the Stockholder.

(f)No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in Luxco any direct or indirect ownership or incidence of ownership of or with respect to any Shares.  All ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholder, and Luxco shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Schick or exercise any power or authority to direct the Stockholder in the voting of any of the Shares, except as otherwise provided herein.

(g)Limited Holdback of Certain Holders.  In addition to the restrictions set forth in Section 2(b), the Person that acquires Shares from the Stockholder or its assignees or transferees or their respective assignees or transferees, in any case, in reliance on the transfer exception set forth in clause (B) of Section 2(b) hereof (such Person, the “Charitable Holder”), shall be subject to and hereby agrees to the following covenant:  the Charitable Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act of 1933, as amended) of equity securities of Schick, or any securities convertible into or exchangeable or exercisable for such securities, prior to December 15, 2006, unless Luxco otherwise agrees in advance and in writing.

3.Representations and Warranties of the Stockholder.  The Stockholder hereby represents and warrants to Luxco as follows:

(a)Ownership of Shares.  The Stockholder is the record and Beneficial Owner of 4,527,716 shares of Schick’s Common Stock (the “Existing Shares”).  On the date hereof, except as set forth on Schedule I to this Agreement, the Existing Shares constitute all of the Shares owned of record or Beneficially Owned by the Stockholder and the Stockholder does not own any option, warrant or other right to acquire any shares of Common Stock.  Subject to the encumbrance set forth on Schedule 2(b)(i), if any, the Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth herein, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

(b)Organization; Power; Binding Agreement.  If the Stockholder is an entity, the Stockholder is a legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.

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If the Stockholder is an individual, such Stockholder has the legal capacity to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has been duly and validly authorized by all necessary action on the part of the Stockholder and no other proceedings on the part of the Stockholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby and will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy agreement, pledge agreement, shareholders agreement or voting trust or, if the Stockholder is an entity, the Stockholder’s organizational documents.  This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by or on behalf of Luxco, constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.  There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

(c)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by the Stockholder, and performance of this Agreement by the Stockholder will not (i) if the Stockholder is an entity, contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to the Stockholder, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair the Stockholder’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of the Stockholder pursuant to any Contract to which the Stockholder is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to the Stockholder, except where any of the foregoing in clauses (i),(ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an adverse effect on the execution, delivery or performance by the Stockholder of this Agreement.

4.Reliance by Luxco.  The Stockholder understands and acknowledges that Luxco is entering into the Exchange Agreement in reliance upon the Stockholder’s execution,

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delivery and performance of this Agreement and the completeness and accuracy of the representations and warranties contained herein.

5.Further Assurances.  From time-to-time, at Luxco’s request and without further consideration, the Stockholder shall execute and deliver such additional documents and take all such further lawful action as Luxco may reasonably request for the purpose of carrying out the transactions contemplated by this Agreement.

6.Representations and Warranties of Luxco.  Luxco hereby represents and warrants to the Stockholder as follows:

(a)Organization; Power; Binding Agreement.  Luxco is a société en commandite par actions, duly organized and validly existing under the laws of the Grand Duchy of Luxembourg, and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.  The execution, delivery and performance of this Agreement by Luxco has been duly and validly authorized by all necessary action on the part of Luxco and no other proceedings on the part of Luxco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Luxco, and assuming the due authorization, execution and delivery by or on behalf of the Stockholder, constitutes a valid and binding agreement of Luxco, enforceable against Luxco in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by Luxco, and performance of this Agreement by Luxco will not (i) contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to Luxco, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair Luxco’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of Luxco pursuant to any Contract to which Luxco is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to Luxco, except where any of the foregoing in clauses (i), (ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an

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adverse effect on the execution, delivery or performance by Luxco of this Agreement.

7.Termination.

(a)Termination.  The covenants and agreements in this Agreement shall terminate upon the earlier to occur of (i) the termination of the Exchange Agreement in accordance with its terms and (ii) the Closing.  Notwithstanding the foregoing, the agreements in Section 1, Section 7, Section 8(c) and Section 9 hereof shall continue indefinitely and survive any termination pursuant to this Section 7.  Notwithstanding the foregoing, the agreements in Section 2(g) hereof shall continue and survive any termination pursuant to clause (ii) of the first sentence of this Section 7(a) until December 15, 2006.

(b)Effect of Termination.  In the event of a termination of this Agreement as provided in Section 7(a) hereof, this Agreement and the proxy granted in Section 2(e) hereof shall forthwith become void and there shall be no liability or obligation on the part of Luxco or the Stockholder or their respective officers, directors or partners hereunder thereafter, except as to those Sections referenced in the last two sentences of Section 7(a) above for which any liability or obligation shall survive as provided therein; provided, however, that nothing herein shall relieve any party for liability for any breach hereof prior to any such termination.

8.Other Agreements.

(a)Survival of Representations and Warranties; Exclusive Representations and Warranties.  All representations and warranties contained herein or made in writing by any party in connection herewith shall not survive the termination of this Agreement; provided that no such termination shall relieve any party hereto form any liability from a breach of this Agreement prior to the date of termination.  The Stockholder agrees that, except for the representations and warranties contained in this Agreement, neither Luxco nor any of its Affiliates or representatives makes any other representations or warranties, and Luxco hereby disclaims any other representations and warranties made by itself or any of its representatives to the Stockholder, with respect to the execution and delivery of this Agreement, the documents and the instruments referred to herein, or the transactions contemplated hereby or thereby, notwithstanding the delivery or disclosure to the Stockholder or the Stockholder’s representatives of any documentation or other information with respect to any one or more of the foregoing.

(b)Public Announcements.  The Stockholder agrees that the Stockholder will not issue any press release or otherwise make any public statement with respect to this Agreement, the Exchange Agreement or the transactions contemplated hereby or thereby without the prior written consent of Luxco; provided, however, that such disclosure can be made without obtaining such prior consent if such party

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determines based upon the advice from its legal counsel that such disclosure is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and the party making such disclosure has first used its commercially reasonable efforts to consult with the other parties about the form and substance of such disclosure prior to making such disclosure.

(c)Confidentiality.  The Stockholder will maintain the confidentiality of any information relating to the business, operations, financial structure, financial position or financial results, customers, suppliers, contracts, employees and affairs of Schick or its Subsidiaries that shall not be generally known to the public or to other participants in Schick’s industry (“Schick Confidential Information”); provided however, that such restriction shall not apply as to particular portions of Schick Confidential Information (i) if, and only to the extent, such portions become generally available to the public other than as a result of a disclosure by the Stockholder in violation of this Section 8(c) or (ii) if the Stockholder determines based upon the advice from its legal counsel that disclosure by the Stockholder on its own behalf is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and has used its or his commercially reasonable efforts to consult with Luxco about the form and substance of such disclosure prior to making such disclosure, in which event it may disclose to the extent, but only to the extent, so required under such applicable law or regulations.  In addition, the restrictions in the prior sentence shall not apply as to particular portions of Schick Confidential Information which the Stockholder reasonably believes it needs to disclose to a court, tribunal or arbitration panel in an action to enforce or defend its rights under and with respect to this Agreement.  In the event that the Stockholder is requested or becomes compelled (by oral questions, interrogatories, requests for information or documents, subpoena, investigative demand or similar legal or regulatory process) to disclose any Schick Confidential Information, the Stockholder will promptly provide Luxco with written notice so Luxco or Schick may seek a protective order or other appropriate remedy and the Stockholder will fully cooperate with Luxco’s or Schick’s efforts to obtain the same.  If, in the absence of a protective order or other remedy or waiver, the Stockholder, after consultation with Luxco, is compelled to disclose such Schick Confidential Information to any tribunal or regulatory authority or else, in the reasonable judgment of the Stockholder’s counsel, stands liable for contempt or will suffer other censure or penalty, the Stockholder will furnish only that portion of Schick Confidential Information which is required to be furnished.

9.Miscellaneous.

(a)Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

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(b)Binding Agreement.  This Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any person or entity to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder’s heirs, guardians, administrators or successors.

(c)Assignment.  This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties; provided that Luxco may assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly owned Subsidiary of it, but no such assignment shall relieve it of its obligations hereunder if such assignee does not perform such obligations.

(d)Amendments, Waivers, Etc.  This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Luxco and the Stockholder.

(e)Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if given) by hand delivery or telecopy (with a confirmation copy sent for next day delivery via courier service, such as Federal Express), or by any courier service, such as Federal Express, providing proof of delivery.  All communications hereunder shall be delivered to the respective parties at the following addresses:

If to the Stockholder:

Greystone Funding Corporation, a Virginia corporation

Carnegie Hall Tower

152 West 57th Street, 60th Floor

New York, New York 10019

Attention:

Facsimile:

and

Schick Technologies, Inc.
30-00 47^th Avenue
Long Island City, NY  11101

Attention:Jeffrey T. Slovin
Facsimile:(718) 729-3469

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and

Dorsey & Whitney LLP
250 Park Avenue
New York, NY  10177

Attention:Barry Wade
Facsimile:(212) 953-7201

If to Luxco:

Sirona Holdings Luxco S.C.A.

8-10, rue Mathias Hardt

L-1717 Luxembourg

Attention: Catherine Koch

Facsimile: +352 480-631

and

Sirona Holdings Luxco S.C.A.

c/o Madison Dearborn Partners

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy P. Sullivan

Facsimile: (312) 895-1001

with copies to:

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois  60601

Attention:Sanford E. Perl, P.C.

Facsimile:(312) 861-2200

and

Piliero Goldstein Kogan & Miller, LLP

10 East 53rd Street

New York, New York 10022

Attention:Edward J. Goldstein

Facsimile:(212) 478-8504

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

(f)Severability.  Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any

11

applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(g)Specific Performance.  The Stockholder recognizes and acknowledges that a breach by the Stockholder of any covenants or agreements contained in this Agreement will cause Luxco to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore in the event of any such breach or threatened breach Luxco shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, without the necessity of posting of any bond or similar undertaking.

(h)Remedies Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, power or remedy by such party.

(i)No Waiver.  The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(j)No Third Party Beneficiaries.  This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity who or which is not a party hereto.

(k)Governing Law; Jurisdiction.  This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the laws that might be applicable under conflicts of laws principles.  The Stockholder and Luxco irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the Chancery or other Courts of the State of Delaware, and the Stockholder and Luxco hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.  The Stockholder and Luxco hereby irrevocably waive, and agree not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (A) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (B) that it or its property is exempt or immune from

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jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (C) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(l)Descriptive Headings.  The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

(m)Counterparts.  This Agreement may be executed and delivered in counterparts (including delivery by facsimile or other electronic means), each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement.

(n)Expenses.  Each party shall pay its own costs and expenses, including without limitation, the fees and expenses of their respective counsel and financial advisors.

(o)Interpretation.  When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the content requires otherwise.  Words denoting the singular tense or person shall include the plural and vice versa and references to the masculine gender shall, where the context permits, include the feminine and/or neuter genders and vice versa.

(p)No Restrictions on Actions as Directors.  Notwithstanding anything to the contrary in this Agreement, in the case of any Stockholder who is a director or executive officer of Schick, the agreements of such Stockholder contained in this Agreement shall not govern, limit or restrict such Stockholder’s ability to exercise his or her fiduciary duties as a director or executive officer to the stockholders of Schick under applicable law in his or her capacity as a director or executive officer of Schick.

* * * * *

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IN WITNESS WHEREOF, Luxco and the Stockholder have caused this Voting Agreement and Irrevocable Proxy to be duly executed as of the day and year first above written.

SIRONA HOLDINGS LUXCO S.C.A.
By:	Sirona Holdings S.A.
Its:	Manager
	By:	/s/ TIMOTHY SULLIVAN
	Name:	Timothy Sullivan
	Its:	A Director
	By:	/s/ ALAIN PEIGNEUX
	Name:	Alain Peigneux
	Its:	B Director
GREYSTONE FUNDING CORPORATION
	By:	/s/ STEPHEN ROSENBERG
	Name:	Stephen Rosenberg
	Its:	President

Schedule I

Options, etc.

None.

Schedule 2(b)(i)

Permitted Encumbrances

The Stockholder shall be permitted to pledge (but not sell, assign or transfer) the Shares to a bank lender as collateral security for loans to the Stockholder not to exceed $65 million in the aggregate other than in connection with or relating to any Competing Transaction (as defined in the Exchange Agreement) involving Schick or any of its Subsidiaries.

VOTING AGREEMENT AND IRREVOCABLE PROXY

THIS VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of September 25, 2005 (this “Agreement”), is made by and between Sirona Holdings Luxco S.C.A., a société en commandite par actions, organized under the laws of the Grand Duchy of Luxembourg (“Luxco”) and Stan Mandelkern(the “Stockholder”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Exchange Agreement (as the same may hereafter be amended from time-to-time, the “Exchange Agreement”) dated as of the date hereof by and among Schick Technologies, Inc., a Delaware corporation (“Schick”), Luxco and Blitz 05-118 GmbH, a corporation established under the laws of the Federal Republic of Germany and to be renamed Sirona Holding GmbH (“Sirona”).

W I T N E S S E T H :

WHEREAS, concurrently with the execution and delivery of this Agreement, Schick, Luxco and Sirona have entered into the Exchange Agreement pursuant to which Luxco will transfer the Sirona Shares and the Sirona Note to Schick and Schick will transfer the Schick Shares to Luxco (the “Exchange Transactions”), on the terms and conditions set forth therein;

WHEREAS, in connection with the Exchange Transactions, Schick will seek to amend its certificate of incorporation to increase the number of authorized shares of Common Stock as set forth in the Certificate Amendment (the “Certificate Amendment”, and together with the Exchange Transactions, the “Transactions”);

WHEREAS,in furtherance of the Transactions, the parties hereto desire that as soon as practicable after the execution and delivery of the Exchange Agreement, Schick will deliver a Proxy Statement to all of the holders of outstanding shares of Common Stock (including all of the Existing Shares (as defined in Section 3 hereof));

WHEREAS,the Board of Directors of Schick has duly adopted resolutions approving the Exchange Agreement, the Transactions and this Agreement and recommending that Schick’s stockholders adopt the Exchange Agreement and the Certificate Amendment and approve the Transactions; and

WHEREAS,as a condition to the willingness of Luxco to enter into the Exchange Agreement, Luxco has requested that certain stockholders of Schick (including the Stockholder) enter into this Agreement, and in order to induce Luxco to enter into the Exchange Agreement, the Stockholder has agreed to enter into this Agreement solely in the Stockholder’s capacity as a stockholder of Schick.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein and the execution and delivery by Schick and Luxco of the Exchange Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Definitions.  For purposes of this Agreement:

(a)“Affiliate” of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise; provided, however, that solely for purposes of this Agreement, notwithstanding anything to the contrary set forth in this Agreement, neither Schick nor any of its Subsidiaries shall be deemed to be an Affiliate of the Stockholder, nor shall the Stockholder be deemed to be an Affiliate of Schick or its Subsidiaries.

(b)“Beneficially Own” or “Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, though any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission under the Exchange Act; provided for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

(c)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(d)“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

(e)“Shares” shall mean the Existing Shares together with any shares of the capital stock of Schick acquired by the Stockholder in any capacity after the date hereof and prior to the termination of this Agreement whether upon the exercise of options or by means of purchase, stock split, dividend, distribution or otherwise.

2.Voting Agreement; Irrevocable Proxy; No Solicitation; etc.

(a)Voting Agreement.  Unless Luxco votes the Stockholder’s Shares directly pursuant to the proxy granted in Section 2(e) hereof, the Stockholder shall at the Schick Stockholders Meeting and any other meeting of the holders of Common Stock (including at any adjournment(s) thereof), however called, or in connection with any written consent of the holders of Common Stock, appear at such meeting or otherwise cause all of the shares of capital stock of Schick Beneficially Owned or owned of record by the Stockholder (including the Shares) to be counted as

2

present at such meeting for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) such shares (including the Shares), (i) in favor of the adoption of the Exchange Agreement and the Certificate Amendment and in favor of the transactions contemplated by the Exchange Agreement and any actions required in furtherance thereof and hereof; (ii) against any other merger, consolidation, combination, sale of substantial assets, sale of capital stock, sale of debt securities, reorganization, recapitalization, tender offer, dissolution, liquidation or winding up of or by Schick or any of its Subsidiaries or any Competing Transaction with respect to Schick (other than the Exchange Agreement and the transactions contemplated thereby); and (iii) against any amendment of Schick’s bylaws or certificate of incorporation (other than the Certificate Amendment) or other action or agreement that would impede, frustrate, hinder, delay, prevent or nullify this Agreement, the Exchange Agreement, the Certificate Amendment or the transactions contemplated hereby or thereby or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Schick under the Exchange Agreement.

(b)Restrictions on Transfer; No Inconsistent Arrangements.  The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Exchange Agreement and except for sales or transfers (X) if the Stockholder is an individual, to a member of such Stockholder’s immediate family (so long as such transferee agrees in advance in writing to be bound by and perform the terms of this Agreement) or (Y) if the Stockholder is an entity, (A) to an Affiliate of such Stockholder (so long as such Affiliate agrees in advance in writing to be bound by and perform the terms of this Agreement) or (B) with the prior written consent of Luxco (such consent to be withheld only in the event that Luxco reasonably determines that such sale or transfer may be related to or could reasonably be expected to facilitate or support a Competing Transaction involving Schick or any of its Subsidiaries), to a Person that is an entity that is qualified as tax-exempt pursuant to Section 501(c)(3) of the Code (so long as such Person agrees in advance in writing to be bound by and perform the terms of this Agreement (including, without limitation, Section 2(g) hereof)), provided that any sale or transfer pursuant to this clause (B) shall only be made to one Person, shall only be of Shares and shall be structured as a gift to such Person for no material consideration, the Stockholder shall not (i) except for the pledges and encumbrances, if any, permitted by Schedule 2(b)(i), sell, transfer (with or without consideration), pledge or otherwise encumber, assign or otherwise dispose of any of the Stockholder’s Shares or any option or other right to acquire any shares of capital stock of Schick (an “Option”), (ii) enter into any contract, agreement, option or other arrangement or understanding with respect to the sale, transfer (with or without consideration), pledge, assignment or other disposition of the Stockholder’s Shares or Options, (iii) grant any proxy, power-of-attorney, option or other authorization in or with respect to the Stockholder’s Shares or Options or (iv) deposit such Shares or Options into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or Options.  In addition to the consent of Luxco, if any, required pursuant to the foregoing clause (B),

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if applicable, prior to any sale or transfer permitted by the foregoing clause (X) or (Y), the Stockholder shall deliver written notice to Luxco and such notice shall disclose in reasonable detail the identity of such permitted transferee and shall deliver to Luxco the agreement of such transferee contemplated by the prior sentence in form and substance reasonably satisfactory to Luxco.  Notwithstanding anything to the contrary in this Agreement, the Stockholder may exercise at any time any Options issued by Schick and outstanding on the date hereof held by such Stockholder and any shares received in connection with such exercise shall constitute additional Shares subject to this Agreement.

(c)No Solicitation.  The Stockholder hereby agrees, solely in the Stockholder’s capacity as a stockholder of Schick, that the Stockholder will not, nor shall it authorize or permit any of its officers, directors and Affiliates and it will use its commercially reasonable efforts to cause its agents, employees and advisors not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including, but not limited to, by way of furnishing nonpublic information) any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to Schick’s stockholders) that constitutes, or is reasonably expected to lead to, any Competing Transaction relating to Schick or its Subsidiaries (other than the Transactions), (ii) enter into or maintain or continue discussions or negotiations with any Person (other than Luxco or its Affiliates) in furtherance of such inquiries or to obtain a Competing Transaction relating to Schick or its Subsidiaries, (iii) agree to any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries or (iv) endorse any Competing Transaction (other than the Transactions) relating to Schick or its Subsidiaries.  The Stockholder shall promptly (within 24 hours) notify Luxco after receipt by him or it (or any of his or its officers, directors, employees, agents or advisors or other representatives) of any Competing Transaction Proposal or any request for nonpublic information or inquiry which he or it reasonably believes could be expected to lead to a Competing Transaction Proposal and shall provide to Luxco, in writing, the terms and conditions of any such Competing Transaction Proposal, or such request or inquiry and the identity of the Person making the same.

(d)Waiver of Appraisal Rights.  The Stockholder hereby waives any rights of appraisal or rights to dissent from the Exchange Transactions, if any, that the Stockholder may have under applicable law or otherwise.

(e)Irrevocable Proxy.  The Stockholder hereby grants an irrevocable proxy during the term of this Agreement to Luxco, and hereby constitutes and appoints Luxco, or any nominee of Luxco, as its attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote (by written consent or otherwise) the Shares which the Stockholder is entitled to vote at any meeting of the stockholders of Schick (whether annual or special and whether or not an adjourned or postponed meeting), on the matters and in the manner specified in Section 2(a) of this Agreement.  THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.  The Stockholder hereby revokes all previous proxies granted with respect to the Shares, and no subsequent proxy shall be given

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(and if given or executed, shall not be effective) by the Stockholder.  All authority herein conferred or agreed to be conferred shall survive any bankruptcy or dissolution of the Stockholder and the subsequent holders of any Shares.  Luxco may terminate the foregoing proxy with respect to the Stockholder at any time at its sole election by written notice to the Stockholder.

(f)No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in Luxco any direct or indirect ownership or incidence of ownership of or with respect to any Shares.  All ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholder, and Luxco shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Schick or exercise any power or authority to direct the Stockholder in the voting of any of the Shares, except as otherwise provided herein.

(g)Limited Holdback of Certain Holders.  In addition to the restrictions set forth in Section 2(b), the Person that acquires Shares from the Stockholder or its assignees or transferees or their respective assignees or transferees, in any case, in reliance on the transfer exception set forth in clause (B) of Section 2(b) hereof (such Person, the “Charitable Holder”), shall be subject to and hereby agrees to the following covenant:  the Charitable Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act of 1933, as amended) of equity securities of Schick, or any securities convertible into or exchangeable or exercisable for such securities, prior to December 15, 2006, unless Luxco otherwise agrees in advance and in writing.

3.Representations and Warranties of the Stockholder.  The Stockholder hereby represents and warrants to Luxco as follows:

(a)Ownership of Shares.  The Stockholder is the record and Beneficial Owner of 1,000 shares of Schick’s Common Stock (the “Existing Shares”).  On the date hereof, except as set forth on Schedule I to this Agreement, the Existing Shares constitute all of the Shares owned of record or Beneficially Owned by the Stockholder and the Stockholder does not own any option, warrant or other right to acquire any shares of Common Stock.  Subject to the encumbrance set forth on Schedule 2(b)(i), if any, the Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth herein, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.

(b)Organization; Power; Binding Agreement.  If the Stockholder is an entity, the Stockholder is a legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.

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If the Stockholder is an individual, such Stockholder has the legal capacity to enter into and perform all of his or her obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder has been duly and validly authorized by all necessary action on the part of the Stockholder and no other proceedings on the part of the Stockholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby and will not violate any other agreement to which the Stockholder is a party including, without limitation, any voting agreement, proxy agreement, pledge agreement, shareholders agreement or voting trust or, if the Stockholder is an entity, the Stockholder’s organizational documents.  This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by or on behalf of Luxco, constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.  There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

(c)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by the Stockholder, and performance of this Agreement by the Stockholder will not (i) if the Stockholder is an entity, contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to the Stockholder, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair the Stockholder’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of the Stockholder pursuant to any Contract to which the Stockholder is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to the Stockholder, except where any of the foregoing in clauses (i),(ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an adverse effect on the execution, delivery or performance by the Stockholder of this Agreement.

4.Reliance by Luxco.  The Stockholder understands and acknowledges that Luxco is entering into the Exchange Agreement in reliance upon the Stockholder’s execution,

6

delivery and performance of this Agreement and the completeness and accuracy of the representations and warranties contained herein.

5.Further Assurances.  From time-to-time, at Luxco’s request and without further consideration, the Stockholder shall execute and deliver such additional documents and take all such further lawful action as Luxco may reasonably request for the purpose of carrying out the transactions contemplated by this Agreement.

6.Representations and Warranties of Luxco.  Luxco hereby represents and warrants to the Stockholder as follows:

(a)Organization; Power; Binding Agreement.  Luxco is a société en commandite par actions, duly organized and validly existing under the laws of the Grand Duchy of Luxembourg, and has full organizational power and authority to enter into and perform all of its obligations under this Agreement.  The execution, delivery and performance of this Agreement by Luxco has been duly and validly authorized by all necessary action on the part of Luxco and no other proceedings on the part of Luxco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Luxco, and assuming the due authorization, execution and delivery by or on behalf of the Stockholder, constitutes a valid and binding agreement of Luxco, enforceable against Luxco in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b)No Conflicts.  Assuming the expiration or termination of the waiting period under the Hart-Scott Rodino Act (and the satisfaction or obtaining of any requirements and any required consents under other anti-competition laws), the filing of proxy materials with the SEC and compliance with the Exchange Act, the execution and delivery of this Agreement by Luxco, and performance of this Agreement by Luxco will not (i) contravene or conflict with or constitute a violation of the organizational documents or any resolution adopted by its stockholders, members, partners, board of directors (or similar governing body) or any committee thereof, (ii) contravene or conflict with or constitute a violation of any Legal Requirement applicable to Luxco, (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or impair Luxco’s rights or alter the rights or obligations of any third Person under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets of Luxco pursuant to any Contract to which Luxco is a party, or (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit applicable to Luxco, except where any of the foregoing in clauses (i), (ii), (iii) or (iv) would not, individually or in the aggregate, reasonably be expected to have, in any material respect, an

7

adverse effect on the execution, delivery or performance by Luxco of this Agreement.

7.Termination.

(a)Termination.  The covenants and agreements in this Agreement shall terminate upon the earlier to occur of (i) the termination of the Exchange Agreement in accordance with its terms and (ii) the Closing.  Notwithstanding the foregoing, the agreements in Section 1, Section 7, Section 8(c) and Section 9 hereof shall continue indefinitely and survive any termination pursuant to this Section 7.  Notwithstanding the foregoing, the agreements in Section 2(g) hereof shall continue and survive any termination pursuant to clause (ii) of the first sentence of this Section 7(a) until December 15, 2006.

(b)Effect of Termination.  In the event of a termination of this Agreement as provided in Section 7(a) hereof, this Agreement and the proxy granted in Section 2(e) hereof shall forthwith become void and there shall be no liability or obligation on the part of Luxco or the Stockholder or their respective officers, directors or partners hereunder thereafter, except as to those Sections referenced in the last two sentences of Section 7(a) above for which any liability or obligation shall survive as provided therein; provided, however, that nothing herein shall relieve any party for liability for any breach hereof prior to any such termination.

8.Other Agreements.

(a)Survival of Representations and Warranties; Exclusive Representations and Warranties.  All representations and warranties contained herein or made in writing by any party in connection herewith shall not survive the termination of this Agreement; provided that no such termination shall relieve any party hereto form any liability from a breach of this Agreement prior to the date of termination.  The Stockholder agrees that, except for the representations and warranties contained in this Agreement, neither Luxco nor any of its Affiliates or representatives makes any other representations or warranties, and Luxco hereby disclaims any other representations and warranties made by itself or any of its representatives to the Stockholder, with respect to the execution and delivery of this Agreement, the documents and the instruments referred to herein, or the transactions contemplated hereby or thereby, notwithstanding the delivery or disclosure to the Stockholder or the Stockholder’s representatives of any documentation or other information with respect to any one or more of the foregoing.

(b)Public Announcements.  The Stockholder agrees that the Stockholder will not issue any press release or otherwise make any public statement with respect to this Agreement, the Exchange Agreement or the transactions contemplated hereby or thereby without the prior written consent of Luxco; provided, however, that such disclosure can be made without obtaining such prior consent if such party

8

determines based upon the advice from its legal counsel that such disclosure is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and the party making such disclosure has first used its commercially reasonable efforts to consult with the other parties about the form and substance of such disclosure prior to making such disclosure.

(c)Confidentiality.  The Stockholder will maintain the confidentiality of any information relating to the business, operations, financial structure, financial position or financial results, customers, suppliers, contracts, employees and affairs of Schick or its Subsidiaries that shall not be generally known to the public or to other participants in Schick’s industry (“Schick Confidential Information”); provided however, that such restriction shall not apply as to particular portions of Schick Confidential Information (i) if, and only to the extent, such portions become generally available to the public other than as a result of a disclosure by the Stockholder in violation of this Section 8(c) or (ii) if the Stockholder determines based upon the advice from its legal counsel that disclosure by the Stockholder on its own behalf is required pursuant to applicable law or regulations of national securities exchanges or Nasdaq and has used its or his commercially reasonable efforts to consult with Luxco about the form and substance of such disclosure prior to making such disclosure, in which event it may disclose to the extent, but only to the extent, so required under such applicable law or regulations.  In addition, the restrictions in the prior sentence shall not apply as to particular portions of Schick Confidential Information which the Stockholder reasonably believes it needs to disclose to a court, tribunal or arbitration panel in an action to enforce or defend its rights under and with respect to this Agreement.  In the event that the Stockholder is requested or becomes compelled (by oral questions, interrogatories, requests for information or documents, subpoena, investigative demand or similar legal or regulatory process) to disclose any Schick Confidential Information, the Stockholder will promptly provide Luxco with written notice so Luxco or Schick may seek a protective order or other appropriate remedy and the Stockholder will fully cooperate with Luxco’s or Schick’s efforts to obtain the same.  If, in the absence of a protective order or other remedy or waiver, the Stockholder, after consultation with Luxco, is compelled to disclose such Schick Confidential Information to any tribunal or regulatory authority or else, in the reasonable judgment of the Stockholder’s counsel, stands liable for contempt or will suffer other censure or penalty, the Stockholder will furnish only that portion of Schick Confidential Information which is required to be furnished.

9.Miscellaneous.

(a)Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

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(b)Binding Agreement.  This Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any person or entity to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder’s heirs, guardians, administrators or successors.

(c)Assignment.  This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties; provided that Luxco may assign, in its sole discretion, its rights and obligations hereunder to any direct or indirect wholly owned Subsidiary of it, but no such assignment shall relieve it of its obligations hereunder if such assignee does not perform such obligations.

(d)Amendments, Waivers, Etc.  This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Luxco and the Stockholder.

(e)Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if given) by hand delivery or telecopy (with a confirmation copy sent for next day delivery via courier service, such as Federal Express), or by any courier service, such as Federal Express, providing proof of delivery.  All communications hereunder shall be delivered to the respective parties at the following addresses:

If to the Stockholder:

Stan Mandelkern

987 Phelps Road

Teaneck, NJ 07666

Attention:

Facsimile:

and

Schick Technologies, Inc.
30-00 47^th Avenue
Long Island City, NY  11101

Attention:Jeffrey T. Slovin
Facsimile:(718) 729-3469

and

Dorsey & Whitney LLP
250 Park Avenue
New York, NY  10177

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Attention:Barry Wade
Facsimile:(212) 953-7201

If to Luxco:

Sirona Holdings Luxco S.C.A.

8-10, rue Mathias Hardt

L-1717 Luxembourg

Attention: Catherine Koch

Facsimile: +352 480-631

and

Sirona Holdings Luxco S.C.A.

c/o Madison Dearborn Partners

Three First National Plaza, Suite 3800

Chicago, Illinois 60602

Attention: Timothy P. Sullivan

Facsimile: (312) 895-1001

with copies to:

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois  60601

Attention:Sanford E. Perl, P.C.

Facsimile:(312) 861-2200

and

Piliero Goldstein Kogan & Miller, LLP

10 East 53rd Street

New York, New York 10022

Attention:Edward J. Goldstein

Facsimile:(212) 478-8504

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

(f)Severability.  Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in

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such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(g)Specific Performance.  The Stockholder recognizes and acknowledges that a breach by the Stockholder of any covenants or agreements contained in this Agreement will cause Luxco to sustain damages for which it would not have an adequate remedy at law for money damages, and therefore in the event of any such breach or threatened breach Luxco shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, without the necessity of posting of any bond or similar undertaking.

(h)Remedies Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, power or remedy by such party.

(i)No Waiver.  The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(j)No Third Party Beneficiaries.  This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity who or which is not a party hereto.

(k)Governing Law; Jurisdiction.  This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the laws that might be applicable under conflicts of laws principles.  The Stockholder and Luxco irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the Chancery or other Courts of the State of Delaware, and the Stockholder and Luxco hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.  The Stockholder and Luxco hereby irrevocably waive, and agree not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (A) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (B) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise),

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and (C) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(l)Descriptive Headings.  The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

(m)Counterparts.  This Agreement may be executed and delivered in counterparts (including delivery by facsimile or other electronic means), each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement.

(n)Expenses.  Each party shall pay its own costs and expenses, including without limitation, the fees and expenses of their respective counsel and financial advisors.

(o)Interpretation.  When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the content requires otherwise.  Words denoting the singular tense or person shall include the plural and vice versa and references to the masculine gender shall, where the context permits, include the feminine and/or neuter genders and vice versa.

(p)No Restrictions on Actions as Directors.  Notwithstanding anything to the contrary in this Agreement, in the case of any Stockholder who is a director or executive officer of Schick, the agreements of such Stockholder contained in this Agreement shall not govern, limit or restrict such Stockholder’s ability to exercise his or her fiduciary duties as a director or executive officer to the stockholders of Schick under applicable law in his or her capacity as a director or executive officer of Schick.

* * * * *

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IN WITNESS WHEREOF, Luxco and the Stockholder have caused this Voting Agreement and Irrevocable Proxy to be duly executed as of the day and year first above written.

SIRONA HOLDINGS LUXCO S.C.A.
By:	Sirona Holdings S.A.
Its:	Manager
	By:	/s/ TIMOTHY SULLIVAN
	Name:	Timothy Sullivan
	Its:	A Director
	By:	/s/ ALAIN PEIGNEUX
	Name:	Alain Peigneux
	Its:	B Director
/s/  STAN MANDELKERN
Stan Mandelkern

Schedule I

Options, etc.

Options to acquire up to 120,634 shares of Schick Common Stock.

Schedule 2(b)(i)

Permitted Encumbrances

None.