CHARTER OF THE
                    AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
 
I.    PURPOSE
 
      The primary function of the Audit Committee of the Schick Technologies
Board of Directors (the "Audit Committee" or "Committee") is to:
 
(i)   Serve as an independent and objective party to oversee the Company's
      accounting and financial reporting processes and internal control system
      and complaints or concerns relating thereto.
 
(ii)  Pre-approve all auditing services as well as non-audit services to be
      provided by the auditor.
 
(iii) Review and oversee the audit efforts of the Company's independent
      accountants, who shall be accountable and report to the Audit Committee.
 
(iv)  Provide an open avenue of communication among the independent accountants,
      financial and senior Management and the Board of Directors.
 
(v)   If deemed necessary and appropriate, make periodic proposals to the Board
      of Directors concerning the adoption of changes to the Company's
      accounting and internal control environment.
 
II.   COMPOSITION
 
      The Audit Committee shall be appointed by the Board and shall be comprised
of three or more directors (the precise number to be determined by the Board),
all of whom shall be independent, as such term is defined in Nasdaq Marketplace
Rules, Rules 4200(a)(15) The members of the Committee shall be free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of their independent judgment as members of the Audit Committee. All
members of the Audit Committee shall be able to read and understand financial
statements at the time of their appointment and shall have a working familiarity
with basic finance and accounting practices. Additionally, at least one member
of the Audit Committee shall be an Audit Committee "financial expert" as defined
by the SEC in its rules and shall have past employment experience in finance or
accounting, requisite professional certification in
accounting or any other comparable experience or background which results in the
individual's financial sophistication, including being or having been a chief
executive officer, chief financial officer or other senior officer with
financial oversight responsibilities.
 
      Committee member may not accept any consulting, advisory, or other
compensatory fee from the Company, other than in his or her capacity as a Board
or Committee member and may not be an "affiliated person" of the Company or any
subsidiary thereof.
 
      Unless a Chair is elected by the full Board, the members of the Audit
Committee may designate a Chair by majority vote of the full Audit Committee
membership.
 
III.  MEETINGS
 
      The Audit Committee shall meet at least four times annually (in person or
telephonically), or more frequently as circumstances dictate, as follows:
 
(i) Once annually, or more frequently as circumstances dictate, prior to the
release of the Company's Annual Report on Form 10-K (or 10-KSB), with Company
Management, the Company's principal accounting officer, and with the Company's
independent accountants outside the presence of Company Management, consistent
with Section IV (ii) below;
 
(ii) Once each quarter: (a) prior to the release of the Company's Quarterly
Report on Form 10-Q, with the Company's independent accountants and Company
Management to review the Company's financials, consistent with Section IV(iii)
below. The Audit Committee shall determine, in the exercise of its discretion,
whether to meet with the Company's independent accountants outside the presence
of Company Management. The Chair of the Audit Committee may represent the entire
Committee for purposes of these meetings; (b) with the Company's Chief Executive
Officer; (c) with the Company's Chief Financial Officer ("CFO") or, in the
absence of a CFO, with the Company's principle accounting officer; and (d) with
the Company's Chief Operating Officer.
 
IV.   RESPONSIBILITIES, DUTIES AND AUTHORITY
 
      To fulfill its responsibilities and duties, the Audit Committee shall:
 
(i)     Review and reassess this Charter annually, or more frequently as may be
        deemed necessary or appropriate by members of the Audit Committee.
 
(ii)    Review with Company Management and the independent accountants each Form
        10-K Annual Report prior to its filing, and review and consider with the
        independent accountants the matters required to be discussed by
        Statement of Auditing Standards ("SAS") No. 61 as amended.
 
(iii)   Review with financial Management and the independent accountants each
        Form 10-Q quarterly report prior to its filing, and review with the
        independent accountants the matters required to be discussed by SAS No.
        100. The Chair of the Audit Committee may represent the entire Committee
        for purposes of this review.
 
(iv)    Review with Company management any financial information filed with the
        S.E.C. or disseminated to the public, including any certification,
        report, opinion, or review rendered by the independent accountants.
 
(v)     Establish and maintain procedures for receiving and treating complaints
        received by the Company regarding accounting, internal accounting
        controls and auditing matters, and the confidential, anonymous
        submission by employees of concerns regarding questionable accounting or
        auditing matters.
 
                             Independent Accountants
 
(vi)    Have the sole authority to appoint, determine funding for, and oversee,
        the Company's independent accountants. On an annual basis, the Audit
        Committee shall request from the independent accountants a formal
        written statement delineating all relationships between it and the
        Company, consistent with Independence Standards Boards Standard No. 1,
        and shall review and discuss with the accountants all significant
        relationships the accountants have with the Company to determine their
        impact on the accountants' independence.
 
(vii)   Take appropriate action to oversee the independence of the independent
        accountants, including the actions set forth in paragraph "(vi)" above.
 
(viii)  Pre-approve all auditing services as well as non-audit services to be
        provided by the auditor.
 
(ix)    Review and evaluate the performance of the independent accountants and,
        where appropriate, replace the independent accountants.
 
(x)     Periodically consult with the independent accountants out of the
        presence of Management about internal controls and the fullness and
        accuracy of the Company's financial statements.
 
                          Financial Reporting Processes
 
(xi)    In consultation with the independent accountants and the Company's
        accounting personnel, review the integrity of the Company's financial
        reporting processes, both internal and external.
 
(xii)   Consider and approve, if appropriate, major changes to the Company's
        accounting principles and practices as suggested by the independent
        accountants or Management.
 
                               Process Improvement
 
(xiii)  If deemed necessary and appropriate, make periodic proposals to the
        Board of Directors concerning the adoption of changes to the Company's
        accounting and internal control environment.
 
(xiv)   Establish regular and separate systems of reporting to the Audit
        Committee by each of Management and the independent accountants
        regarding any significant judgments made in Management's preparation of
        the financial statements and the view of each as to appropriateness of
        such judgments and additional items as required under the Sarbanes-Oxley
        Act including Critical Accounting Policies, alternative treatments of
        GAAP relating to material items that have been discussed with
        management, the ramifications of such treatment and the preferred
        treatment by the accounting firm, and other written communications with
        management, i.e. management letter or schedule of material unadjusted
        audit differences.
 
(xv)    Following completion of the annual audit, review separately with each of
        Management and the independent accountants any significant difficulties
        encountered during the course of the audit, including any restrictions
        on the scope of work or access to required information.
 
(xvi)   Review and resolve any significant disagreement among Management and the
        independent accountants in connection with the preparation of the
        financial statements.
 
(xvii)  Following completion of the annual audit, request from the independent
        accountants either a verbal report or a written Management Letter (the
        choice of which shall rest with the Audit Committee in the exercise of
        its discretion) describing the deficiencies, if any, in the Company's
        operational or control procedures as determined by the independent
        accountants.
 
(xviii) Review with the independent accountants and Management the extent to
        which changes or improvements in financial or accounting practices, as
        approved by the Audit Committee, have been implemented. (This review
        should be conducted at an appropriate time subsequent to implementation
        of changes or improvements, as decided by the Audit Committee.)
 
(xix)   Review activities, organizational structure, and qualifications of the
        Company's accounting and finance department.
 
(xx)    Review, with the Company's counsel, legal compliance matters including
        corporate securities trading policies.
 
(xxi)   Review, with the Company's counsel, any legal proceedings that could
        have a significant impact on the Company's financial statements.
 
(xxii)  Perform any other activities consistent with this Charter, the Company's
        By-Laws and governing law, as the Audit Committee or the Board deems
        necessary or appropriate.
 
                              Advisors and Funding
 
(xxiii) The Committee shall have the authority to engage and the funds to pay
        independent counsel and/or other advisors to assist it in carrying out
        its duties, and responsibilities, as it deems appropriate.
 
(xxiv)  The Committee shall have the authority to determine the appropriate
        amount of funding to be provided by the Company for payment of
        compensation to any registered public accounting firm engaged for the
        purpose of preparing or issuing an audit report or performing other
        audit, review or attest services for the Company.
 
(xxv)   The Committee shall have the authority to determine the appropriate
        amount of
        funding to be provided by the Company for payment of ordinary
        administrative expenses of the Committee that are necessary or
        appropriate in carrying out its duties.
 
                            Related-Party Transaction
 
(xxvi)  The Committee must review, in advance, any proposed transaction between
        the Company and any related party. No such related-party transaction may
        be consummated by the Company without the approval of the Committee.