10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2010.

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 1-8635

AMERICAN MEDICAL ALERT CORP.

(Exact Name of Registrant as Specified in its Charter)

New York	11-2571221
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
36-36 33rd Street, Long Island City, New York (Address of Principal Executive Offices)	11106 (Zip Code)

(212) 879-5700

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share	NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes ¨No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨   No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer ¨ Accelerated filer ¨ Non-Accelerated Filer ¨ Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ¨No x

The aggregate market value of the voting common equity held by non-affiliates of the registrant, computed by reference to the price at which the common equity was last sold, as of the last day of the registrant's most recently completed second fiscal quarter, was $54,867,719.

Aggregate number of shares of Common Stock outstanding as of March 25, 2011: 9,569,510.

AMERICAN MEDICAL ALERT CORP.

FORM 10-K/A

(Amendment No. 1)

Explanatory Note

American Medical Alert Corp. (“AMAC”) is filing this Amendment No. 1 on Form 10-K/A to its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2010 filed on March 31, 2011 (the “Original 10-K”), in order to amend and restate the Exhibit Index in Part IV, Item 15(b); to file Exhibits No. 10(n)(v), 10(n)(xi) and 10(n)(xii) which were inadvertently not filed; and to refile Exhibits No. 3(a), 3(b), 10(h)(v), 10(l) and 10(m) in order to correct the  labeling thereof and to make certain other cosmetic changes.  No other items or disclosures in the Original 10-K are being amended, including without limitation, the financial statements filed previously under Item 15(a), and, accordingly, this Amendment No. 1 does not otherwise change or update any information that was presented in the Original 10-K. This Amendment continues to speak as of the filing date of the Original 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Original 10-K.

PART IV

Item 15.  Exhibits and Financial Statement Schedules.

(a) Financial Statements**

1. Financial Statements:

           Report of Independent Registered Accounting Firm

           Consolidated Balance Sheets

           Consolidated Statements of Income

           Consolidated Statements of Shareholders' Equity

           Consolidated Statements of Cash Flows

           Notes to Financial Statements

2. Financial Statements Schedules:  Schedule II - Valuation and Qualifying Accounts

3. Financial Statements - Lifecomm

4. Exhibits: The required exhibits are included at the end of this report and are described in the Exhibit Index below.

(b) Exhibits

Exhibit Index

Exhibit No.	Identification of Exhibit
3(a)*	Certificate of Incorporation of the Company, as amended
3(b)*	Amended and Restated By-Laws of the Company
10(a)**	Form of Indemnification Agreement between the Company and its Directors and Executive Officers
10(b)+	Employment Agreement dated as of December 30, 2010 between the Company and Jack Rhian (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on January 6, 2011)
10(c)+	Employment Agreement dated December 10, 2009, and effective as of January 1, 2010, between the Company and Howard M. Siegel (Incorporated by reference to Exhibit 10(b) to the Company’s Form 10-K for the year ended December 31, 2009)
10(d)+	Employment Agreement dated as of December 30, 2010, between the Company and Frederic Siegel (Incorporated by reference to the Company’s Form 8-K filed with the SEC on January 6, 2011)
10(e)+	Employment Agreement dated January 19, 2009, between the Company and Richard Rallo (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on January 23, 2009)
10(f)+	Employment Agreement, dated as of July 1, 2009, between American Medical Alert Corp. and Randi Baldwin (Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on July 1, 2009)
10(g)(i)	Lease for the premises located at 3265 Lawson Boulevard, Oceanside, New York.  (Incorporated by reference to Exhibit 10(h) to the Company’s Form 10-KSB for the year ended December 31, 1994).
10(g)(ii)	Amendment to Lease for the premises located at 3265 Lawson Boulevard, Oceanside, New York (Incorporated by reference to Exhibit 10(i) to the Company's Form 10-KSB for the year ended December 31, 1997)

10(g)(iii)	Amendment to Lease for the premises located at 3265 Lawson Boulevard, Oceanside, New York (Incorporated by reference to Exhibit 10(i) to the Company's Form 10-KSB for the year ended December 31, 1997)
10(h)(i)	Lease for the premises located at 36-36 33rd Street, Long Island City, New York, dated January 14, 2002. (Incorporated by reference to Exhibit 10(m)(i) of the Company’s Form 10-KSB for the year ended December 31, 2001)
10(h)(ii)	Lease Amendment and Modification for the premises located at 36-36 33rd Street, Long Island City, New York. (Incorporated by reference to Exhibit 10(m)(ii) of the Company’s Form 10-KSB for the year ended December 31, 2001)
10(h)(iii)	Lease for the premises located at 36-36 33rd Street, Long Island City, NY, dated August 10, 2005, (Incorporated by reference to Exhibit 10.3 of the Company Form 10-QSB/A filed on November 18, 2005)
10(h)(iv)	Lease for the premises located at 36-36 33rd Street, Long Island City, NY, dated October 25, 2005 (Incorporated by reference to Exhibit 10.4 of the Company's Form 10-QSB/A filed on November 18, 2005)
10(h)(v)*	Lease Modification Agreement for the premises located at 36-36 33rd Street, Long Island City, NY, dated September 22, 2010
10(i)+	2000 Stock Option Plan. (Incorporated by reference to Exhibit A of the Company's Definitive Proxy Statement, filed with the Commission and dated June 1, 2000)
10(j)(i)+	2005 Stock Incentive Plan (Incorporated by reference to Exhibit A of the Company's Definitive Proxy Statement, filed on June 30, 2005)
10(j)(ii)+	Text of Amendment to 2005 Stock Incentive Plan (Incorporated by reference to Exhibit 10.4(iii) of the Company's Form 8-K filed on January 26, 2006)
10(k)+	2010 Equity Incentive Plan (Incorporated by reference to Appendix A of the Company’ Definitive Proxy filed with the SEC on July 1, 2010
10(l)+*	Form of Stock Option Award Agreement under the 2010 Equity Incentive Plan

10(m)+*	Form of Time-Based Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan
10(n)(i)	Credit Agreement, dated as of May 20, 2002, by and between the Company and the Bank of New York (Incorporated by reference to Exhibit 10(t) of the Company’s Form 10-KSB for the year ended December 31, 2002)
10(n)(ii)	Amendment to Credit Agreement dated March 28, 2005, between the Company and the Bank of New York (Incorporated by reference to Exhibit 10(t)(ii) of the Company's Form 10-KSB for the year ended December 31, 2004)
10(n)(iii)	Amendment to Credit Agreement dated December 9, 2005, between the Company and the Bank of New York, (Incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed on December 14, 2005)
10(n)(iv)	Amendment to Credit Agreement dated March 16, 2006, between the Company and the Bank of New York.  (Incorporated by reference to Exhibit 10(t)(iv) to the Company’s Form 10-KSB for the year ended December 31, 2005)
10(n)(v)*	Amendment No. 7 and Waiver to Credit Agreement dated August 14, 2006, between the Company and JPMorgan Chase
10(n)(vi)	Amendment No. 8 to Credit Agreement dated December 22, 2006, between the Company and JPMorgan Chase.  (Incorporated by reference to Exhibit 10(t)(v) of the Company’s Form 10-K for year ended December 31, 2006)
10(n)(vii)	Amendment No. 9 to Credit Agreement dated April 30, 2007, between the Company and JPMorgan Chase.  (Incorporated by reference to Exhibit 10(t)(vi) of the Company’s Form 10-K for year ended December 31, 2007)
10(n)(viii)	Amendment No. 10 to Credit Agreement dated November 9, 2007, between the Company and JPMorgan Chase.  (Incorporated by reference to Exhibit 10(t)(vii) of the Company’s Form 10-K for year ended December 31, 2007)
10(n)(ix)	Amendment No. 11 to Credit Agreement dated March 27, 2008, between the Company and JPMorgan Chase. (Incorporated by reference to Exhibit 10(t)(viii) of the Company’s Form 10-K for year ended December 31, 2007)

10(n)(x)	Amendment No. 12 to Credit Agreement dated August 13, 2009, between the Company and JPMorgan Chase.  (Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the quarter ended June 30, 2009)
10(n)(xi)*	Amendment No. 13 and Waiver to Credit Agreement dated May 12, 2010, between the Company and JPMorgan Chase
10(n)(xii)*	Amendment No. 14 and Waiver to Credit Agreement dated June 29, 2010, between the Company and JPMorgan Chase
10(o)	Limited Liability Company Agreement of Lifecomm, LLC (confidential treatment has been requested for certain portions of this exhibit pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended, which portions have been omitted and have been filed separately with the Securities and Exchange Commission.  Omitted portions are indicated in this exhibit with [***]) (Incorporated by reference to Exhibit 10.1 to the Company’s 10-Q/A filed with the SEC on March 8, 2011)
10(p)	Value Added Reseller Agreement made and entered into as of the 12th day of May, 2010 by and between American Medical Alert Corp. and Lifecomm, LLC. (confidential treatment will be requested for certain portions of this exhibit pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended, which portions have been omitted and have been filed separately with the Securities and Exchange Commission.  Omitted portions are indicated in this exhibit with [***])(Incorporated by reference to Exhibit 10.2 to the Company’s 10-Q/A filed with the SEC on March 8, 2011)
21**	Subsidiaries of the Company
23.1**	Consent of Margolin, Winer & Evens LLP
23.2**	Consent of PricewaterhouseCoopers LLP
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Filed herewith
**	Filed previously on March 31, 2011
	+ Management contract or compensatory plan or arrangement

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMERICAN MEDICAL ALERT CORP.
By:	/s/Jack Rhian
	Jack Rhian
	Chief Executive Officer and President

Dated: April 5, 2011

EX-3.(A)

Exhibit 3(a)

CERTIFICATE OF INCORPORATION

OF

AMERICAN MEDICAL ALERT CORP.

Under Section 402 of the Business Corporation Law

The undersigned, a natural person of the age of eighteen years or over, desiring to form a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies as follows:

FIRST:       The name of the corporation is

                                           AMERICAN MEDICAL ALERT CORP.

hereinafter sometimes called "the corporation."

SECOND:  The purposes for which it is formed are as follows:

To devise, manufacture, buy, sell, lease, distribute, and generally deal in electronic alarm and communication devices and products used in communicating the need for aid or assistance in the event of emergency or otherwise; to install, service, repair and monitor said devices; to devise, manufacture, buy, sell, lease, distribute and generally deal in alarms and security devices of all kinds, makes and descriptions.

To purchase, receive, lease, or otherwise acquire and to manage, hold, own, use, improve, convey, sell, mortgage, or otherwise deal in and with lands, buildings and real property of every description, or any interest therein.

To adopt, apply for, obtain, register, purchase, lease or otherwise acquire and to maintain, protect, hold, use, own, exercise, develop, manufacture under, operate and introduce, and to sell and grant licenses or other rights in respect of assign or otherwise dispose of, turn to account, or in any manner deal with and contract with reference to, any trade marks, trade names, patents, patent rights, concessions, franchises, designs, copyrights and distinctive marks and rights analogous thereto, and inventions, devices, improvements, processes, recipes, formulae and the like, including such thereof as may be covered by, used in connection with, or secured or received under, Letter Patent of the United States of America or elsewhere or otherwise, and any licenses in respect thereof and any or all rights connected therewith or appertaining thereto.

In furtherance of its corporate business and subject to the limitations prescribed by statute, to be a promoter, partner, member, associates or manager of other business enterprises or ventures, or to the extent permitted in any other jurisdiction to be an incorporator of other corporations of any type or kind and to organize, or in any way participate in the organization, reorganization, merger or liquidation of any corporation, association or venture and the management thereof.

To conduct its business, and to exercise all of its corporate powers and rights, in the State of New York, and in the various other states, territories, possessions and dependencies of the United States, the District of Columbia, and in any foreign countries.

To carry out all or any part of the foregoing purposes as principal, factor, agent, broker, contractor or otherwise, either alone or in conjunction with any persons, firms, associations, corporations, or others in any part of the world; and in carrying on its business and for the purpose of attaining or furthering any of its purposes, to make and perform contracts of any kind and description, and to do anything and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes herein enumerated.

For the accomplishment of the aforesaid purposes, and in furtherance thereof, the corporation shall have and may exercise all of the powers conferred by the Business Corporation Law upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with the provisions of any other statute of the State of New York.

THIRD: The office of the corporation in the State of New York is to be located in the Town of Hempstead, County of Nassau.

FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is 200, without par value.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served, and the address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is c/o Korn & Spirn, 50 Clinton Street, Hempstead, New York 11550.

SIXTH: Shareholders shall not be entitled to preemptive rights, directly or indirectly, in prespect of any equity, voting, or other shares of the corporation.

SEVENTH:  Except as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting, prohibiting, denying or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the corporation, upon its shareholders, bondholders, and security holders, and upon its directors, officers, and other corporate personnel, including, in particular, the power of the corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said persons to indemnification as the same are conferred by the Business Corporation Law.

               IN WITNESS WHEREOF I hereunto sign my name and affirm that statements made herein are true under the penalties of perjury this 13th day of January 1981.

Name & Address    Mary E. Smith

                   284 State Street

of Incorporator:       Albany, New York  12210          /s/  Mary E. Smith

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMERICAN MEDICAL ALERT CORP.

(Under Section 805 of the Business Corporation Law)

We the undersigned, the President of AMERICAN MEDICAL ALERT CORP., and the Secretary thereof, certify:

1.      The name of the Corporation is AMERICAN MEDICAL ALERT CORP.

2.      The Certificate of Incorporation was filed by the Department of State on  January 14, 1981.

3.      The Certificate of Incorporation is amended as authorized by Section 805 of the Business Corporation Law so as to change the number of shares which the Corporation is authorized to issue from 200 Common Shares, without par value, to 10,000,000 Common Shares, par value one ($.01) cent each.

Article Fourth of the Certificate of Incorporation, which refers to the authorized shares is amended to read as follows:

FOURTH: The total number of shares of stock which the Corporation shall be authorized to issue is 10,000,000 shares all of which shall be Common Shares having a par value of one ($.01) cent each.

4.      The eighty (80) issued shares without par value are hereby changed into 2,228,571 shares, par value one ($0.01) cent each, at the rate of 27,857 new shares for each share presently issued.

5.      The Certificate of Incorporation is amended as authorized by Section 801 of the Business Corporation Law so as to add a new Article 7, eliminating pre-emptive rights as provided for in Section 622 of the New York Business Corporation Law.

Paragraph 7 of the Certificate of Incorporation shall read as follows:

SEVENTH: No holder of the Common Stock of the Corporation shall be entitled as such as a matter of right to subscribe for or to purchase any part of any new or additional issue of stock of any class whatsoever, or of securities convertible into stock of any class, whatsoever, whether now or hereafter authorized, or whether issued for property or services or by way of dividend or for cash, and all such rights are waived by each holder of the Common Stock.

6. This Amendment of the Certificate of Incorporation was authorized by the unanimous written consent of the shareholders of this Corporation pursuant to Section 615 (b) of the New York Business Corporation Law.

IN WITNESS WHEREOF, this Certificate has been signed this 31st day of July, 1981.

/s/ Howard Siegel

Howard Siegel, President

/s/ Barry Schweiger

Barry Schweiger, Secretary

STATE OF NEW YORK                     )

                                                               )           ss.:

COUNTY OF NEW YORK                 )

BARRY SCHWEIGER, being duly sworn, deposes and says: that he is the Secretary of AMERICAN MEDICAL ALERT CORP., the Corporation mentioned and described in the foregoing instrument; that he has read and signed the same, and that the statements contained herein are true.

/s/  Barry Schweiger

Barry Schweiger, Secretary

Sworn to before me this 5th day

of July, 1981

_________________________

Notary Public

CERTIFICATE OF CORRECTION

OF

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMERICAN MEDICAL ALERT CORP.

The undersigned, Howard M. Siegel and John Merlo, pursuant to section 105 of the New York Business Corporation Law, do hereby certify:

1.           The name of the corporation is American Medical Alert Corp.

2.           The undersigned are the President and Secretary, respectively, of American Medical Alert Corp.

3.           A Certificate of Amendment of the Certificate of Incorporation of American Medical Alert Corp. was filed in the office of the Department of State at Albany, New York on the 12th day of August 1981.

4.           Said Certificate of Amendment is erroneous in that Paragraph 5 of said Certificate incorrectly amended Article 7 instead of Article 6 of the Certificate of Incorporation.

5.           This Certificate is filed to correct such error and to delete Paragraph 5 of the Certificate of Amendment. For the purpose of correcting said error, said Paragraph 5 of Certificate of Amendment is hereby corrected to read as follows, to wit:

"5. The Certificate of Incorporation is amended as authorized by Section 801 of the Business Corporation Law so as to add a new Article 6 eliminating pre-emptive rights as provided for in Section 622 of the New York Business Corporation Law.

Paragraph 6 of the Certificate of Incorporation shall read as follows:

SIXTH: No holder of the Common Stock of the Corporation shall be entitled as such as a matter of right to subscribe for or to purchase any part of any new or additional issue of stock of any class whatsoever, or of securities convertible into stock of any class, whatsoever, whether now or hereafter authorized, or whether issued for property or services or by way of dividend or for cash, and all such rights are waived by each holder of the Common Stock."

For the purpose of deleting such unauthorized matter, Paragraph 5 of the Certificate of Amendment is hereby declared to be deleted and eliminated and the new Paragraph 5 is placed instead thereof.

           IN WITNESS WHEREOF, the undersigned have executed and signed this Certificate of Correction this 29th day of November 1983.

/s/ Howard M. Siegel

Howard M. Siegel, President

/s/ John Merlo

John Merlo, Secretary

STATE OF NEW YORK                     )

                                                               )           ss.:

COUNTY OF NEW YORK                 )

JOHN MERLO, being duly sworn, deposes and says: that he is the Secretary of AMERICAN MEDICAL ALERT CORP., the Corporation mentioned and described in the foregoing instrument; that he has read and signed the same, and that the statements contained herein are true.

/s/ John Merlo

John Merlo, Secretary

Sworn to before me this 29h day

of November, 1983

_________________________

Notary Public

CERTIFICATE OF AMENDMENT

of

CERTIFICATE OF INCORPORATION

of

AMERICAN MEDICAL ALERT CORP.

(Under Section 805 of the Business Corporation Law)

1.           The name of the corporation is American Medical Alert Corp.

2.           The Certificate of Incorporation of the corporation was filed by the Department of State on January 14, 1981.

3.           A Certificate of Amendment of the Certificate of Incorporation of American Medical Alert Corp. was filed in the office on each of August 12, 1981 and December 1, 1983.

4.           The certificate of incorporation of the corporation is hereby amended by striking out Article Fourth thereof and by substituting in lieu of said Article Fourth the following new Article Fourth the effect of which will be to add 1 million shares of Preferred Stock with a par value of $.01 per share:

"The total number of shares of stock which the corporation shall have authority to issue shall be 11,000,000, of which 10,000,000 shares shall be common stock, par value $.01 per share, and 1,000,000 shares shall be preferred stock, par value $.01 per share. The shares of preferred stock shall be issuable one or more series as determined from time to time by the Board of Directors. The Board of Directors hereby is expressly vested with authority, by resolution or resolutions, to establish with respect to each such series, its designation, number, full or

limited voting powers or the denial of voting powers, and relative, participating, optional or other special rights, and any qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determining the following:

(i) the number of shares constituting that series and the distinctive designation of that series;

(ii) whether the holders of shares of that series shall be entitled to receive dividends and, if so, the rates of such

dividends, conditions under which and times such dividends may be declared or paid, any preference of any such dividends to, and the relation to, the dividends payable on any other class or classes of stock or any other series of the same class and whether dividends shall be cumulative or non-cumulative and, if cumulative, from which date or dates;

(iii) whether the holders of shares of that series have voting rights in addition to the voting rights provided by law and, if so, the terms and conditions of exercise of such voting rights;

(iv) whether shares of that series shall be convertible into or exchangeable for shares of any other class, or any series of the same or any other class, and, if so, the terms and conditions thereof, including the date or dates when such shares shall be convertible into or exchangeable for shares of any other class, or any series of the same or any other class, the price or prices of or the rate or rates at which shares of such series shall be so convertible or exchangeable, and any adjustments which shall be made, and the circumstances in which any such adjustments shall be made, in such conversion or exchange prices or rates;

(v) whether the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(vi) whether the shares of that series shall be subject to the operation of a retirement or sinking fund and, if so subject, the extent and the manner in which it shall be applied to the purchase or redemption of the shares of that series, and the terms and provisions relative to the operation thereof;

(vii) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation and any presence of any such rights to, and the relation to, the rights in respect thereto of any class or classes of stock or any other series of the same class; and

(viii) any other relative rights, preferences and limitations of that series;

provided, however, that if the stated dividends and amounts payable on liquidation with respect to shares of any series of the Preferred Stock are not paid in full, the shares of any series of the Preferred stock are not paid in full, the shares of all series of the Preferred Stock shall share ratably in the payment of dividends including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets (other than by way of dividends) in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full."

5.           The amendment to the corporation's Certificate of Incorporation was authorized by vote of the board of directors followed by vote of the holders of a majority of all the outstanding shares of Common Stock of the corporation.

IN WITNESS WHEREOF, we have executed this certificate this 23 day of June, 1997, and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.

/s/ Howard M. Siegel

Howard M. Siegel, President

/s/ John Rogers

John Rogers, Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMERICAN MEDICAL ALERT CORP.

(UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW)

1.           The name of the corporation is American Medical Alert Corp.

2.           The Certificate of Incorporation of the corporation was filed by the Department of State on January 14, 1981.

3.           A Certificate of Amendment of the Certificate of Incorporation was filed in the office of the Department of State at Albany, New York on each of August 12, 1981, December 1, 1983 and July 2, 1997.

4.           The certificate of incorporation of the corporation is hereby amended to increase the number of authorized shares of the corporation's common stock from 10,000,000 shares to 20,000,000 shares.

5.           In order to effect the foregoing amendment and change, the certificate of incorporation of the corporation is hereby amended by striking out the first sentence of Article Fourth thereof and by substituting in lieu of said first sentence of Article Fourth the following new first sentence of Article Fourth:

"The total number of shares of stock which the corporation shall have authority to issue shall be 21,000,000, of which 20,000,000 shall be common stock, par value $.01 per share, and 1,000,000 shares shall be preferred stock, par value $.01 per share."

6.           The amendment to the corporation's Certificate of Incorporation was authorized by vote of the board of directors followed by vote of the holders of a majority of all the outstanding shares of Common Stock of the corporation.

IN WITNESS WHEREOF, we have executed this certificate this 28th day of June, 2000, and do hereby affirm under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.

/s/ Howard M. Siegel	/s/ John Rogers
Howard M. Siegel, President	John Rogers
Chairman and CEO	Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AMERICAN MEDICAL ALERT CORP.

(UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW)

1.           The name of the corporation is American Medical Alert Corp.

2.           The Certificate of Incorporation of the corporation was filed by the Department of State on January 14, 1981.

3.           A Certificate of Amendment of the Certificate of Incorporation was filed in the office of the Department of State at Albany, New York on each of August 12, 1981, December 1, 1983, July 2, 1997 and June 30, 2002.

4.           The certificate of incorporation of the corporation is hereby amended to delete Article Second thereto, which enumerate the corporate purposes and powers of the corporation and to substitute in lieu of said Article Second a new Article Second.

5.           In order to effect the foregoing amendment, the Certificate of Incorporation of the corporation is hereby amended by striking Article Second thereof in its entirety and by substituting in lieu of said Article Second the following Article Second

“SECOND:                             The purpose of the corporation is as follows:

To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York, provided that any act or activity requiring the consent or approval of any State official, department, board, agency or other body shall not be engaged in without such consent or approval first being obtained.

To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations under the Business Corporation Law of the State of New York, subject to any limitations thereof contained in this Certificate of Incorporation or in the laws of the State of New York".

6.           The amendment to the corporation's Certificate of Incorporation was authorized by vote of the board of directors followed by vote of the holders of a majority of all the outstanding shares of Common Stock of the corporation.

           IN WITNESS WHEREOF, we have executed this certificate this 19th day of September  2002, and do hereby affirm under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.

/s/ Jack Rhian	/s/ John Rogers
Jack Rhian	John Rogers
Executive VP and COO	Secretary

EX-3.(B)

Exhibit 3(b)

AMENDED AND RESTATED

BY-LAWS

-of-

AMERICAN MEDICAL ALERT CORP.

(a New York corporation)

ARTICLE I

OFFICES

SECTION 1. Principal Office. The principal office of the Corporation shall be in the City of Oceanside in the State of New York.

SECTION 2. Other Offices. The Corporation may also have offices at such other places within and without the State of New York as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

SHAREHOLDER MEETINGS

SECTION 1. Annual Meeting. The annual meeting of shareholders of the Corporation shall be held at such time and date as may be determined by the Board of Directors and as shall be designated in the notice of said meeting for the purpose of electing a Board of Directors and for the transaction of such other business as may properly be brought before the meeting.

SECTION 2. Special Meetings. A special meeting of shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called the Chief Executive Officer, the Board of Directors or any officer of the Corporation instructed by the Board of Directors to call such a meeting, and shall be called by any officer in the Office of the President at the request in writing of a majority of the directors. Such request shall state the purpose or purposes of the proposed meeting.

SECTION 3. Place. Annual meetings and special meetings shall be held at such place, within or without the State of New York, as the Board of Directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at such place within the City of Oceanside as may be designated in the notice of such meeting.

SECTION 4. Notice.(1) Notice of all meetings shall be in writing and shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called and to which its business will be limited. The notice for a special meeting shall also indicate that it is being issued by or at the direction of the person or persons calling the meeting. A copy of the notice of any meeting shall be given to each shareholder entitled thereto, personally, by mail, or (if consented to by the shareholder) electronically, not fewer than ten days nor more than sixty days before the date of the meeting, provided, however, that a copy of such notice may be given by third class mail not fewer than twenty-four nor more than sixty days before the date of the meeting. If mailed, such notice shall be deemed given when deposited in a United States post office or letter box with postage thereon prepaid, directed to the shareholder at his or her record address or at such other address for the mailing of notices as he or she may have furnished in writing to the Secretary. Notice of a meeting need not be given to any shareholder who attends such meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, or who submits a signed waiver of notice, in person or by proxy, before or after the meeting.

SECTION 5. Fixing Record Date.(2) For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of the business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held, and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section 5, such determination shall apply to any adjournment thereof, unless directors fix a new record date under this Section 5 for the adjourned meeting.

SECTION 6. Adjourned Meeting. No notice need be given of any adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At any adjourned meeting the Corporation may transact any business which might have been transacted on the original date of the meeting. If a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice of the meeting.

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SECTION 7. Conduct of Meetings. Meetings of the shareholders shall be presided over by the Chairman of the Board, or if none is in office or in the absence of the Chairman of the Board, the President or, in his or her absence, by a Vice President or, if none of the foregoing is in office and present, a chairman to be chosen by the shareholders. The Secretary of the Corporation or, in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the chairman of the meeting shall appoint a secretary of the meeting. The order of business at all meetings of the shareholders shall be determined by the chairman of the meeting.

SECTION 8. Appointment of Inspectors. The Board of Directors, in advance of any meeting, may appoint one or more inspectors, who need not be share-holders, to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the chairman of the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made at the meeting by the chair-man thereof. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the chairman of the meeting or any shareholder entitled to vote thereat, the inspectors, if any, shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

SECTION 9. List of Shareholders. A list of the shareholders entitled to vote at any meeting of shareholders as of the record date for the determination thereof, certified by the Secretary or by the transfer agent or agents for the Corporation, shall be produced at such meeting upon the request of any shareholder made at or prior to such meeting.

SECTION 10. Quorum. Except as otherwise provided by statute or by the Certificate of Incorporation, the presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of the Corporation entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders. The shareholders present may adjourn the meeting despite the absence of a quorum.

SECTION 11. Proxies. Any shareholder may authorize another person or persons to act for him by proxy in all matters in which a shareholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting or expressing consent or dissent without a meeting. Every proxy must be signed by the shareholder or his or her attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by statute.

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SECTION 12. Voting. Except as otherwise provided by statute or by the Certificate of Incorporation, each holder of record of shares of the Corporation having voting rights shall be entitled at each meeting of shareholders to one vote for each share of the Corporation standing in his name on the records of the Corporation on the date fixed as the record date for the determination of the shareholders entitled to notice of and to vote at such meeting. Except as otherwise provided by statute or by the Certificate of Incorporation, any corporate action other than the election of directors to be taken by vote of the shareholders shall be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares present, in person or by proxy, and entitled to vote on such action. Directors shall be elected as pro-vided in Section 2 of Article III. Unless required by statute or determined by the chairman of the meeting to be advisable, no vote need be by ballot, but in case of a vote by ballot, each ballot shall be signed by the voting shareholder or his proxy and shall state the number of shares voted.

SECTION 13. Action without a Meeting. Whenever the shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all shares entitled to vote thereon.

SECTION 14. Nominations and Business at Meetings.(3) At any annual meeting of shareholders, only persons who are nominated in accordance with the procedures set forth in this Section 14 shall be eligible for election as Directors, and only business which is proposed in accordance with the procedures set forth in this Section 14 shall be considered for action by shareholders. Nominations of persons for election to the Board of Directors of the Company may be made (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Company entitled to vote at the meeting who complies with the notice and other procedures set forth in this Section 14. Business to be considered at a meeting of shareholders may be proposed (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Company entitled to vote at the meeting who complies with the notice and other procedures set forth in this Section 14. Such nominations or business proposals, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Company and such business proposals must, under applicable law, be a proper matter for shareholder action. To be timely, a shareholder's notice shall be delivered to or mailed and received at the principal executive offices of the Company not less than 120 days nor more than 150 days in advance of the date which is the anniversary of the date the Company's proxy statement was released to security holders in connection with the previous year's annual meeting; provided, that, if the Company did not hold such previous year's annual meeting or if the date of the current year's annual meeting has been changed by more than 30 days from the date of the previous year's annual meeting, then such shareholder's notice shall be so delivered or mailed and received not less than 30 days in advance of the anticipated date of mailing (as publicly announced by the Company) of the Company’s proxy statement for the next annual meeting of stockholders.

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Such shareholder's notice shall set forth (a) as to each person whom such shareholder proposes to nominate for election or reelection as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to serving as a Director if elected); (b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of the shareholder making such proposal or such other person on whose behalf such proposal is made; and (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (i) the name and address of such shareholder, as they appear on the Company's books, and the name and address of the beneficial owner, if any, on whose behalf the nomination or proposal is made, and (ii) the class and number of shares of the Company which are owned by such shareholder or person, either beneficially or of record. No person shall be eligible for election as a Director of the Company and no business shall be conducted at the annual meeting of shareholders unless nominated or proposed in accordance with the procedures set forth in this Section 14.

Except as may otherwise be required by applicable law, nothing herein shall obligate the Company to include in the Company’s proxy statement any nominee for Director nominated by a shareholder or any other shareholder proposal. In addition, nothing herein shall require the Company to submit to the shareholders any proposal which is otherwise excludable or improper under applicable law. The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination or proposal was not made in accordance with the provisions of this Section 14 and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination or proposal shall be disregarded.

ARTICLE III

DIRECTORS

SECTION 1. Powers, Qualifications and Number. The property, affairs and business of the Corporation shall be managed under the direction of its Board of Directors, which may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the shareholders. Each director shall be at least eighteen years of age, but need not be a shareholder, a citizen of the United States or a resident of the State of New York. The number of directors constituting the Board of Directors shall be two unless changed as provided below, and in any event shall be at least two, except that where all the issued and outstanding shares of the Corporation are owned beneficially and of record by fewer than two shareholders, the number of directors may be less than two but not less than the number of such shareholders. Subject to the foregoing limitation, the number of directors may be increased or decreased at any time and from time to time by a resolution of the Board of Directors adopted by a majority of the directors which the Corporation would have if there were no vacancies, provided that no decrease shall become effective until the next annual meeting of shareholders if its effectiveness would shorten the term of any incumbent director.

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SECTION 2. Election, Term and Vacancies. Except as otherwise provided by statute or by the Certificate of Incorporation, directors shall be elected at each annual meeting of shareholders by a plurality of the votes cast thereat by the holders of shares present, in person or by proxy, and entitled to vote in the election; such directors, and directors who are elected in the interim prior to such a meeting to fill newly-created directorships, shall hold office until the next annual meeting of shareholders and until their successors have been elected and qualified. In the interim prior to a meeting of shareholders for the election of directors, newly-created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the directors then in office, although less than a quorum exists.

SECTION 3. Resignation and Removal. Any director may resign at any time by giving written notice of his resignation to the Board of Directors, the Office of the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if no time is specified, immediately upon receipt; unless other-wise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any or all of the directors may be removed for cause or without cause by the shareholders at a special meeting therefor and, except as otherwise provided by statute or by the Certificate of Incorporation, may be removed for cause by the Board of Directors.

SECTION 4. Committees. Whenever there shall be more than three directors, the Board of Directors may, by resolution adopted by a majority of the directors which the Corporation would have if there were no vacancies, designate from among its members three or more directors to constitute committees, which committees, to the extent conferred by the resolutions designating such committees and except as otherwise provided by statute, shall have and may exercise the authority of the Board of Directors. Unless the Board of Directors shall provide otherwise, a majority of the members of any such committee may fix the time and place of its meetings and determine its action. The Board of Directors shall have the power at any time to fill vacancies in, change the member-ship of or dissolve any such committee. Nothing herein shall be deemed to prevent the Board of Directors from appointing committees consisting in whole or in part of persons who are not directors of the Corporation, provided, however, that no such committee shall have or may exercise any authority of the Board of Directors.

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SECTION 5. Compensation of Directors. The Board of Directors shall have authority to fix the compensation of directors for services to the Corporation in any capacity, including a fixed sum and reimbursement of expenses for attendance at meetings of the Board of Directors and committees thereof. Nothing herein contained shall be construed to preclude any director from serving the Corporation, its subsidiaries or affiliates in any capacity and receiving compensation therefor.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. -Place, Time, Call and Notice. Meetings of the Board of Directors shall be held at such time and at such place, within or without the State of New York, as the Board of Directors may from time to time fix or as shall be specified in the notice of any such meeting, except that the first meeting of a newly-elected Board of Directors for the election or appointment of officers and the transaction of other business shall be held as soon after its election as the directors may conveniently assemble and, if possible, at the place at which the annual meeting of share-holders which elected them was held. No call or notice shall be required for regular or stated meetings for which the time and place have been fixed, and no notice shall be required for any first meeting of a newly-elected Board of Directors which is held immediately following an annual meeting of shareholders at the same place as such meeting. If any day fixed for a regular or stated meeting shall be a legal holiday at the place where the meeting is to be held, such meeting shall be held at the scheduled hour on the next business day not a legal holiday. Special meetings may be called by or at the direction of the President or a majority of the directors of the Corporation. Notice of the time and place of special meetings and of any first meeting of a newly-elected Board of Directors which is not held immediately following an annual meeting of shareholders at the same place as such meeting shall be given by the Secretary to each director (a) by mail, depositing such notice, in a sealed wrapper addressed to such director, in a United States Postal Service post office or letter box, with first-class postage thereon prepaid, at least 72 hours before the time at which such meeting is to be held, (b) by the "express mail" service of the United States Postal Service, depositing such notice, in a sealed "express mail" envelope addressed to such director, in a United States Postal Service post office or "express mail" letter box, with "express mail" postage prepaid, or by depositing such notice in a sealed envelope addressed to such director for delivery with another overnight courier ser-vice, in either such case at least 48 hours before the time at which such meeting is to be held or (c) by telegraph, telecopier, cable or wireless addressed to such director, delivery to him personally or by telephone or any other method of communication by which such director shall actually receive such notice, at least 24 hours before the time at which such meeting is to be held. The notice of any meeting need not specify the purpose thereof. Any requirement of furnishing a notice shall be waived by any director who submits a signed waiver of notice before or after the meeting or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.

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SECTION 2. Quorum and Action. A majority of the directors which the Corporation would have if there were no vacancies shall constitute a quorum, except that when a vacancy or vacancies prevent such a majority, a majority of the directors then in office shall constitute a quorum, provided such majority shall constitute at least one-third of the directors which the Corporation would have if there were no vacancies. A majority of the directors present, whether or not a quorum, may adjourn a meeting to another time and place. Notice of any such adjournment shall be given to any directors who were not present and, unless announced at the meeting, to the other directors. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting originally scheduled. Except as otherwise provided herein or by statute, the vote of a majority of the directors present at the time of the vote, a quorum being present at such time, shall be the act of the Board of Directors.

SECTION 3. Conduct of Meetings. The Chairman of the Board, if present, shall preside at all meetings. Otherwise, the President, if a director and present (if more than one, as chosen by the Board of Directors), or, if neither of the foregoing is present, any other director chosen by the Board of Directors, shall preside. The Secretary of the Corporation, if a director and present, shall act as secretary of the meeting and keep the minutes thereof. Otherwise, a director appointed by the chair-man of the meeting shall act as secretary and keep the minutes thereof.

SECTION 4. Action without a Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee consent in writing to the adoption of a resolution authorizing the action and the written consent thereto by the members of the Board of Directors or the committee shall be filed with the minutes of the proceedings of the Board of Directors or committee.

SECTION 5. Action by Conference Call. Any one or more members of the Board of Directors of the Corporation or of any committee thereof may participate in a meeting of the Board of Directors or of any such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

ARTICLE V

OFFICERS

SECTION 1. Number, Election and Vacancies. The Board of Directors at its first meeting after the election of directors in each year shall elect or appoint a President and a Secretary and may at any time and from time to time elect or appoint a Chairman of the Board, one or more Vice Presidents (one or more of which may be designated by the Board of Directors as Executive or Senior Vice Presidents), a Controller, one or more Assistant Vice Presidents, Assistant Secretaries, and Assistant Controllers and such other officers, agents and employees as it may deem desirable. Any two or more offices may be held by the same person, except the offices of President and Secretary, unless all the issued and outstanding shares of the Corporation are owned by one person, in which case such person may hold all or any combination of offices. The election or appointment of an officer shall not of itself create any contract rights. A vacancy in any office may be filled for the unexpired term by the Board of Directors at any meeting.

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SECTION 2. Term of Office, Resignation and Removal. Unless other-wise prescribed by the Board of Directors, each officer of the Corporation shall hold office until the meeting of the Board of Directors following the next annual meeting of shareholders and until his successor has been elected and qualified. Any officer may resign at any time by giving written notice of his or her resignation to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if no time is specified, immediately upon receipt; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Notwithstanding anything in the foregoing to the contrary, any officer may be removed at any time by the Board of Directors with cause or without cause.

SECTION 3. Security. The Board of Directors may require any officer, agent or employee of the Corporation to post a bond or give other security for the faithful performance of his or her duties.

SECTION 4. Chairman of the Board. The Chairman of the Board, if any, shall, if present, preside at all meetings of the Board of Directors and shall have such other powers and duties as the Board of Directors may from time to time assign to him or her.

SECTION 5. President and Chief Executive Officer.(4) The President and Chief Executive Officer shall, in the absence of the Chairman and the Board, preside at all meetings of the shareholders and of the Board of Directors at which he is present. The President and Chief Executive Officer shall have general supervision over, and shall direct the business and affairs of the Corporation. The President and Chief Executive Officer shall have all powers and duties usually incident to the office of the President and Chief Executive Officer except as specifically limited by resolution of the Board of Directors. The President and Chief Executive Officer shall have such other powers and perform other duties as may be assigned to him from time to time by the Board of Directors.

SECTION 6. Vice Presidents. Each Vice President shall have such designation and seniority as the Board of Directors may determine and such powers and duties as the Board of Directors or, subject to the control of the Board of Directors, the Office of the President may from time to time assign to him or her.

SECTION 7. Secretary. The Secretary shall, if present, act as the secretary of, and keep the minutes of, all meetings of the shareholders and, if a director, of the Board of Directors, and shall be responsible for the giving of notice of all meetings of the shareholders and of the Board of Directors. He or she shall be custodian of the seal of the Corporation, which he or she shall affix to any instrument requiring it whose execution has been authorized, and of the corporate records (except accounting records), and shall have such other powers and duties as generally pertain to the office and as the Board of Directors or, subject to the control of the Board of Directors, the President may from time to time assign to him or her.

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SECTION 8. Other Officers; Absence and Disability. The other officers of the Corporation shall have such powers and duties as generally pertain to their respective offices and as the Board of Directors or, subject to the control of the Board of Directors, the President may from time to time assign to them. The Assistant Vice Presidents, the Assistant Secretaries, and the Assistant Controllers, if any, shall, in the order of their respective seniorities, in case of the absence or disability of a Vice President, the Secretary, or the Controller, respectively, perform the duties of such officer and have such powers and other duties as the Board of Directors or the President may from time to time pre-scribe. In case of the absence or disability of any officer of the Corporation and of any person herein authorized to act in his or her place, the Board of Directors may from time to time delegate the powers and duties of such officer to any other officer or any other person whom it may select.

SECTION 9. Compensation of Officers. The Board of Directors shall have authority to fix the salary and other compensation, if any, of any officer of the Corporation or to appoint a committee for such purpose. Nothing herein contained shall be construed to preclude any officer from receiving a salary or other compensation by reason of the fact that he is also a director of the Corporation.

ARTICLE VI7

INDEMNIFICATION

SECTION 1. The Corporation shall indemnify and advance the expenses of each person to the full extent permitted by the New York Business Corporation law as the same now exists or may hereafter be amended.

SECTION 2. The indemnification and advancement of expenses granted pursuant to Section 1 of this Article VI shall not be exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, when authorized by (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Nothing contained in this Article VI shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

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SECTION 3. No amendment, modification or rescission of this Article VI shall be effective to limit any person’s right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment or rescission is adopted.

ARTICLE VII

BOOKS AND RECORDS; BANK ACCOUNTS

SECTION 1. Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the shareholders, of the Board of Directors and of any committee which the directors may appoint, and shall keep at the office of the Corporation in the State of New York or at the office of its transfer agent or registrar, if any, in such state, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof. The person in whose name shares stand in such record shall be deemed the owner thereof for all purposes as regards the Corporation. Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time.

SECTION 2. Bank Accounts. The Board of Directors may from time to time authorize the opening and maintenance of general and special bank accounts with such banks, trust companies or other depositaries as the Board of Directors may designate or as may be designated by any officers of the Corporation to whom such power of designation may from time to time be delegated by the Board of Directors. The Board of Directors may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

ARTICLE VIII

SHARES

SECTION 1. Shares of Stock.(5)  Shares of the capital stock of the Corporation may be certificated or, to the extent specified in a resolution of the Board of Directors, uncertificated. If the shares are represented by a certificate, such certificate shall be in such form as is approved by the Board of Directors and shall contain thereon the information required by applicable law. Each shareholder of the Corporation, upon written request to the Corporation, shall be entitled to a certificate signed by the chairperson or a vice chairperson of the Board of Directors or the president or a vice president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the Corporation, provided that any or all of the signatures on such certificate may be facsimile. In case any officer who has signed such certificate or whose facsimile signature has been placed upon such certificate shall have ceased to be an officer before such certificate is issued, the Corporation may issue such certificate with the same effect as if such person were such officer on the date of issuance. The Board of Directors may provide by resolution that some or all of any or all classes and series of its shares may be represented by uncertificated shares, provided that such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Subject to the foregoing, the Corporation’s common stock, par value $0.01 per share, may be represented by uncertificated shares, as provided in that certain resolution adopted by the Board of Directors on December 18, 2007. Within a reasonable time after the issuance of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required by applicable law to be set forth in a share certificate. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares of capital stock of a certain class and series shall be identical to the rights and obligations of the holders of certificated shares of capital stock of the same class and series. The Corporation may, at its option, determine to issue certificates notwithstanding the power specified herein to issue uncertificated shares, when the Corporation deems an issuance by certificate more suitable, such as in situations where it is necessary or desirable to be able to enscribe restrictions on transfer or other legends to evidence compliance with securities laws exemptions, contractual restrictions or otherwise, or when a shareholder explicitly requests a share certificate. A transfer agent appointed by the Corporation as provided in Section 4 of this Article may effect any of the functions described herein with the same effect as if such officer were still in office at the date of its issue.

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SECTION 2. Share Transfers.(6)  Shares of capital stock shall be transferable in the manner provided by law and in the Bylaws. Transfers of shares of capital stock of the Corporation shall be made on the books of the Corporation and no transfer of shares of capital stock shall be valid as against the Corporation for any purpose until such transfer shall have been entered on the books of the Corporation by an entry showing from and to whom transferred. A transfer agent appointed by the Corporation as provided in Section 4 of this Article may effect any of the functions described herein. In the case of certificated shares, such transfer shall be made only by the person(s) named in the certificate or such person(s)’s duly authorized attorneys or legal representatives and upon the surrender of such certificate, properly endorsed for transfer, the payment of all necessary transfer taxes and, if applicable, evidence indicating compliance with any transfer restrictions applicable to such certificate that are contained in an agreement to which the Corporation is a party. Upon such surrender of a share certificate in compliance with this provision, the Corporation shall issue a new certificate or, if permitted under Section 1 of this Article, evidence of the issuance of uncertificated shares to the person entitled thereto, shall cancel the old certificate and shall record the transaction upon the books of the Corporation. In the case of uncertificated shares, such transfer shall be made only upon receipt of proper transfer instructions from the registered owner(s) of such uncertificated shares or such registered owner(s)’s duly authorized attorneys or legal representatives, with such proof of authenticity of signature as the Corporation or the transfer agent may reasonably require, upon the payment of all necessary transfer taxes and, if applicable, evidence indicating compliance with any transfer restrictions applicable to such uncertificated shares that are contained in an agreement to which the Corporation is a party. Upon the receipt of instructions in compliance with this provision, the Corporation shall cancel the uncertificated shares, shall issue new equivalent uncertificated shares (or, if specifically directed by the registered owner or otherwise deemed prudent by the Corporation, certificated shares) to the person entitled thereto and shall record the transaction upon the books of the Corporation. The Board of Directors may from time to time make such additional rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificated shares and uncertificated shares of the Corporation.

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SECTION 3. Lost, Stolen, Destroyed or Mutilated Certificates. No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft as the Board of Directors may require and, in the case of lost or stolen certificates, on delivery to the Corporation, if the Board of Directors shall so require, of a bond of indemnity in such form and amount and secured by such surety as the Board of Directors may in its discretion require. The Board of Directors shall have the right from time to time to prescribe such rules and procedures as it shall deem advisable with respect to lost, stolen, destroyed or mutilated certificates and the issuance of new certificates in place thereof.

SECTION 4. Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer clerks or one or more transfer agents and one or more registrars, whose respective duties shall be defined by the Board of Directors. The duties of transfer agent and registrar may be combined. No certificate for shares shall be valid unless countersigned by a transfer agent, if the Corporation has a transfer agent, or by a registrar, if the Corporation has a registrar. The signature of a transfer agent may be a facsimile.

ARTICLE IX

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe. The corporate seal on any corporate bond or other obligation for the payment of money may be a facsimile.

ARTICLE X

FISCAL YEAR

The fiscal year of the Corporation shall be such fiscal year as the Board of Directors may from time to time fix.

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ARTICLE XI

VOTING OF SHARES IN OTHER CORPORATIONS

Shares in other corporations which are held by the Corporation may be voted by the President or a Vice President of the Corporation, or by a proxy or proxies appointed by one of them, provided, however, that the Board of Directors may in its discretion appoint some other person to vote such shares.

ARTICLE XII

AMENDMENT OF BY-LAWS

In addition to the right of shareholders to adopt, amend, alter, change, add to or repeal these Bylaws, the Board of Directors may also adopt, amend, alter, change, add to or repeal these Bylaws, except that the Board of Directors shall have no power to change the quorum for meeting of shareholders or of the Board of Directors, or to change any provisions of the Bylaws with respect to removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. No amendment of the Bylaws pertaining to the election of directors or the procedures for the calling and conduct of a meeting of shareholders shall affect the election of directors or the procedures for the calling or conduct in respect of any meeting of shareholders unless adequate notice thereof is given to the shareholders in a manner reasonably calculated to provide shareholders with sufficient time to respond thereto prior to such meeting.

______________________________________

(1) The second sentence of Section 4, Article II, was amended on May 23, 2005.

(2) The second sentence of Section 5, Article II, was amended on May 23, 2005.

(3) Section 14 of Article II was added by amendment on November 5, 2003.

(4) Section 5 of Article V was amended and restated on December 22, 2006.

(5) Section 1 of Article VIII was amended and restated on December 28, 2007.

(6) Section 2 of Article VIII was amended and restated on December 28, 2007.

(7) The entirety of Article VI was amended and restated on March 29, 2011.

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EX-10.(H)(V)

Exhibit 10(h)(v)

LEASE MODIFICATION

AGREEMENT made this 22nd day of September 2010, by and between CityView Plaza, LLC, a New York Limited Liability Company with its principal place of business c/o Alma Realty Corp., 31-10 37th Avenue, Long Island City, New York 11101 (hereinafter referred to as “Landlord”) and American Medical Alert Corp., a New York Corporation with its principal place of business at 36-36 33rd Street, Long Island City, New York (hereinafter referred to as “Tenant”);

WITNESSETH:

WHEREAS, Landlord’s predecessor in interest and Tenant are parties to a certain lease, dated January 14, 2002 and Lease Amendment and Modification, dated January 14, 2002 (hereinafter collectively, the “Lease”), pursuant to which Tenant leased from Landlord approximately 11,000 square feet on the first floor of the building known as 36-36 33rd Street, Long Island City, New York (hereinafter referred to as the “Building”); and

WHEREAS, Tenant desires to lease an additional 2,600 square feet of space on the first floor of the Building contiguous to that of the original space; and

WHEREAS, Landlord and Tenant desire to modify the terms of the Lease in connection therewith.

NOW, THEREFORE, in consideration of their mutual promises and covenants each to the other, and for other good and valuable consideration, the parties hereto agree as follows:

1.           Landlord hereby leases to Tenant and Tenant hereby leases from Landlord approximately 2,600 square feet of additional space on the first floor of the Building as depicted on the floor plan attached hereto as Schedule “A” (hereinafter referred to as the “Additional Space”).

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2.           Except as otherwise set forth herein, the Demised Premises, as referred to under the Lease with respect to all first floor space in the Building rented by Tenant is hereby modified to include the Additional Space.

3.           “Tenant’s Proportionate Share” for the first floor space, inclusive of the Additional Space, is 7.77%.

4.           The term of the Lease with respect to the Additional Space only shall be for a period of five (5) years and shall commence on the “Commencement Date”, as herein defined, and terminate five (5) years after the Commencement Date (“Termination Date or Expiration Date”).  The Commencement Date shall be the date on which Landlord substantially completes the work to be performed by Landlord to the Additional Space (“Landlord’s Work”) (the parties understand and agree that the Additional Space is currently occupied by another tenant and Landlord can not commence Landlord’s Work until such time as such tenant surrenders possession).  The term “substantially completed” shall mean completion of the work as set forth at Schedule “B” hereto (“Landlord’s Work”) but for minor insubstantial details of construction and mechanical adjustments (i.e. so-called “punch list” items).  Immediately following the determination of the Commencement Date, Landlord and Tenant shall execute an agreement setting forth both the Commencement Date and Term Expiration Date of this lease with respect to the Additional Space however, this shall not be a condition thereof.  If the term of this Lease begins on a date other than the first day of a month, the Tenant shall pay pro rata portion of the rent from such date through and including the last day of such month.  Each succeeding Lease Year shall end on the anniversary date of the end of the previous Lease Year.

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5.           The basic annual rent to be paid by Tenant with respect to the Additional Space only is as follows:

LEASE YEAR	ANNUAL RENT		MONTHLY RENT
1st	$	65,000.00	$	5,416.67
2nd	$	65,000.00	$	5,416.67
3rd	$	65,000.00	$	5,416.67
4th	$	66,950.00	$	5,579.17
5th	$	68,952.00	$	5,746.00

6.           Provided Tenant fully performs and complies with all of the terms, conditions, provisions and covenants in this Lease on Tenant’s part to be observed and performed, Tenant shall have the option to extend the term of the Lease with respect to the Additional Space such that it runs concurrent with that of the original first floor space it occupies, such that the term for the Additional Space terminates on March 31, 2018.  In order to do so, Tenant must give to Landlord an irrevocable written notice of its election to exercise said option not less than six (6) months prior to the expiration of the initial term.  If Tenant exercises such option, the basic annual rent to be paid by Tenant with respect to the Additional Space only is as follows:

For the first year of the option period (or any portion thereof) - $71,032.00 ($5,919.33/monthly);

For the second year of the option period (or any portion thereof) - $73,164.00 ($6,097.00/monthly);

For the third year of the option period (or any portion thereof) - $75,348.00 ($6,279.00/monthly).

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It is understood and agreed that in any and all events the term of the Lease with respect to the Additional Space shall expires on or before March 31, 2018.

7. Tenant agrees to pay all utilities and additional rent associated with the Additional Space.  Specifically, Tenant shall pay 100% of the electric bill for the HVAC cooling system servicing the Additional Space and its revised Proportionate Share (with respect to all first floor space rented) of the gas bill for the Building.  All other electricity will be provided and paid for on a sub-metered basis.

8. Tenant shall deposit with Landlord upon execution of this Agreement, the sum of $10,833.34, as and for security deposit for the Additional Space.

9. Tenant shall pay to Landlord upon execution of this Agreement the sum of $5,416.67, representing the first monthly installment of basic annual rent for the Additional Space.

10. Landlord agrees to prepare and complete the Additional Space on a “built to suit” basis, as described at Schedule “B” thereof.

11. In all other respects, the Lease shall remain in full force and effect and no other modifications, amendments or revisions shall be deemed effective or binding unless said modifications, amendments or revisions are in writing executed by all of the parties hereto.  It is further understood and agreed that a default hereunder shall be considered a default under the Lease with respect to the other first floor space rented by Tenant and vice versa.

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IN WITNESS WHEREOF, the parties hereto have hereunto set their hand and seal the day and year first above written.

CityView Plaza, LLC
by:	/s/ Efstathios Valiotis
Name: Efstathios Valiotis

American Medical Alert Corp.
by:	/s/ Jack Rhian
Name: Jack Rhian
Title: President/Chief Executive Officer

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EX-10.(L)

Exhibit 10(l)

AMERICAN MEDICAL ALERT CORP.

2010 EQUITY INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT

Unless otherwise defined herein, the terms defined in the American Medical Alert Corp. 2010 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

I.           NOTICE OF STOCK OPTION GRANT

Participant Name:

Address:

You have been granted an Option to purchase Common Stock of American Medical Alert Corp. (the “Company”), subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Grant Number
Date of Grant
Vesting Commencement Date
Exercise Price per Share	$
Total Number of Shares Granted
Total Exercise Price	$
Type of Option:		Incentive Stock Option
		Nonstatutory Stock Option
Term/Expiration Date:

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Vesting Schedule:

Subject to any acceleration provisions contained in the Plan or set forth below, this Option may be exercised, in whole or in part, in accordance with the following schedule:

[Insert vesting timetable applicable to Participant], subject to Participant continuing to be a Service Provider through each such date.]

Post-Termination Exercise Period:

This Option will be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after Participant ceases to be Service Provider.  Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above.

By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as  Exhibit A, all of which are made a part of this document.  Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement.  Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.

PARTICIPANT:	AMERICAN MEDICAL ALERT CORP.
Signature	Name:
	Title:
Print Name

Residence Address:

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EXHIBIT A

TERMS AND CONDITIONS OF STOCK OPTION GRANT

1.           Grant of Option.    The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award Agreement (the “Participant”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference.

If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an ISO under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).  However, if this Option is intended to be an ISO, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”).  Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as an NSO granted under the Plan. In no event will the Administrator, the Company or any Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO.

2.           Vesting Schedule.    Except as provided in Section 3, the Option awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Award Agreement unless Participant shall have been providing Continuous Service from the Date of Grant through and on the date such vesting occurs.

3.           Administrator Discretion.    The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time, subject to the terms of the Plan.  If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator.

4.           Exercise of Option.

(a)           Right to Exercise.    This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Award Agreement.

(b)           Method of Exercise.    This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the “Exercise Notice”) or, if determined to be advisable by the Administrator, in a manner and pursuant to such procedures as the Administrator may determine, which must state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan.  The Exercise Notice must be completed by Participant and delivered to the Company.  The Exercise Notice must be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding.  This Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.

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5.           Method of Payment.    Payment of the aggregate Exercise Price may be by any of the following, or a combination thereof, at the election of Participant.

(a)           cash;

(b)           check;

(c)           consideration received by the Company under a formal broker-assisted or other cashless exercise program implemented by the Company in connection with the Plan; or

(d)           surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares, provided that accepting such Shares will not result in any adverse accounting consequences to the Company, as determined in the sole discretion of the Administrator.

6.           Tax Obligations.

(a)           Withholding Taxes.    Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares.  To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant.  If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(b)           Notice of Disqualifying Disposition of ISO Shares.    If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Grant Date, or (ii) the date one (1) year after the date of exercise, Participant must immediately notify the Company in writing of such disposition. Participant agrees that, in the event of such a disqualifying disposition, Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant.

7.           Rights as Shareholder.    Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a shareholder of the Company in respect of any Shares covered by any Award until the Participant becomes the record holder of such Shares.

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8.           No Guarantee of Continued Service.    PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUOUS SERVICE AT THE WILL OF THE COMPANY (OR THE SUBSIDIARY EMPLOYING OR OTHERWISE RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED OR RETAINED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUATION OF CONTINUOUS SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE, SUBJECT TO ANY EXPRESS PROVISIONS TO THE CONTRARY CONTAINED IN ANY WRITTEN EMPLOYMENT OR SIMILAR AGREEMENT BETWEEN PARTICIPANT AND THE COMPANY.

9.           Address for Notices.    Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company, in care of its Stock Plan Administrator at American Medical Alert Corp, 36-36 33rd Street, Long Island City, NY 11106, or at such other address as the Company may hereafter designate in writing.

10.           Non-Transferability of Option.    This Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution and any such purported sale, pledge, assignment, hypothecation, transfer, or disposition shall be void and unenforceable against the Company or any Subsidiary.  This Option may be exercised, during the lifetime of the Participant, only by the Participant.  Notwithstanding the foregoing, the Administrator, in its discretion, may permit the transfer, solely as gifts or pursuant to a domestic relations order during a Participant’s lifetime, of a NSO to a Participant’s immediate family members (as determined in accordance with the Plan).

11.           Additional Conditions to Issuance of Stock.    If at any time the Company determines, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance shall not occur unless and until such listing, registration, qualification, consent or approval is effected or obtained free of any conditions not acceptable to the Company.  The Company will make all commercially reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.  Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.

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12.           Plan Governs.    This Award Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.  Capitalized terms used and not defined in this Award Agreement have the meaning set forth in the Plan.

13.           Administrator Authority.    The Administrator has the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested).  All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons.  No Administrator (or member thereof) will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

14.           Electronic Delivery.    The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Plan or future options that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means.  Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

15.           Data Protection.    By participating in the Plan, the Participant consents to the collection, processing, transmission and storage by the Company in any form whatsoever, of any data of a professional or personal nature which is necessary for the purposes of introducing and administering the Plan.  The Company may share such information with any Subsidiary, the trustee of any employee benefit trust, its registrars, trustees, brokers, other third party administrator or any Person who obtains control of the Company or acquires the Company, undertaking or part-undertaking which employs the Participant, wherever situated.

16.           Agreement Severable.    If any provision of this Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or would disqualify the Plan or the Award granted hereunder under any law deemed applicable by the Administrator, such provision will be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Administrator, materially altering the intent of the Plan and/or the Award granted hereunder, such provision will be stricken as to such jurisdiction, and the remainder of this Award Agreement will remain in full force and effect.

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17.           Waiver.  No waiver of any breach or condition of this Award Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

18.           Successors and Assigns.  Subject to the limitations on the transferability of this grant contained herein and in the Plan, this Award Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

19.           Entire Agreement.  This Award Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof.  They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

20.           Governing Law.   The validity, interpretation and enforcement of this Award Agreement (and any exercise notices relating hereto), matters arising out of or related to this Award Agreement (and any exercise notices relating hereto) or its making, performance or breach, and related matters shall be governed by the internal laws of the State of New York (without reference to choice of law doctrine).  Any legal action or proceeding concerning the validity, interpretation and enforcement of this Award Agreement (and any exercise notices relating hereto), matters arising out of or related to this Award Agreement (and any exercise notices relating hereto) or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of New York in New York County or of the United States of America for the Southern District of New York, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.

21.            Interpretation.  All pronouns and words used in this Agreement shall be read in the appropriate number and gender, the masculine, feminine and neuter shall be interpreted interchangeably and the singular shall include the plural and vice versa, as the circumstances may require.

22.           Headings; Facsimile Signatures; Counterparts.  The section headings in this Agreement are for reference purposes only and shall not define, limit or affect the meaning or interpretation of this Agreement.  This Agreement may be signed in one or more counterparts and delivered by facsimile or electronic transmission in .pdf format, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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EXHIBIT B

AMERICAN MEDICAL ALERT CORP.

2010 EQUITY INCENTIVE PLAN

EXERCISE NOTICE

American Medical Alert Corp.

Attention: Stock Plan Administrator

1.           Exercise of Option.    Effective as of today,                         ,             , the undersigned (“Purchaser”) hereby elects to purchase                   shares (the “Shares”) of the Common Stock of American Medical Alert Corp. (the “Company”) under and pursuant to the 2010 Equity Incentive Plan (the “Plan”) and the Stock Option Award Agreement dated                    (the “Award Agreement”). The purchase price for the Shares will be $                  , as required by the Award Agreement.

2.           Delivery of Payment.    Purchaser herewith delivers to the Company the full purchase price of the Shares (by the method checked off below) and any required tax withholding to be paid in connection with the exercise of the Option.

___  cash

___ check;

___  broker-assisted or other cashless exercise program, if implemented by the Company

____  surrender of other shares of the Company’s Common Stock which have a Fair Market Value on the date of surrender equal to the purchase price

3.           Representations of Purchaser.    Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions.  As of the date hereof, Purchaser is in full compliance with the terms and conditions of the Plan and the Award Agreement.

4.           Rights as Shareholder.    Until the Purchaser becomes the record holder of the Shares, no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option.  The Shares so acquired will be issued to Purchaser as soon as practicable after exercise of the Option.  No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 16 of the Plan.

5.           Tax Consultation.    Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares.  Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

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Submitted by:	Accepted by:
PURCHASER:	AMERICAN MEDICAL ALERT CORP.
Signature	By
Print Name	Title

Address:

Date Received

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EX-10.(M)

Exhibit 10(m)

AMERICAN MEDICAL ALERT CORP.

2010 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (this "Agreement") is dated as of this ___ day of ________, 20__  (the "Grant Date"), and is between American Medical Alert Corp., a New York corporation (the "Company") and _________ ("Grantee").

Section1.  Definitions.

(a)           “Affiliate” means any entity that the Company, either directly or indirectly, is in common control with, is controlled by or controls, or any entity that the Company has a substantial direct or indirect equity interest, as determined by the Board.

(b)           "Agreement" shall have the meaning ascribed to it in the Introductory paragraph of this Agreement.

(c)           “Applicable Laws” means the requirements relating to the administration of equity-based awards and any related matters under U.S. state corporate laws, U.S. federal and state securities laws, the Code, and any stock exchange or quotation system on which the Common Stock is listed or quoted, and all rules and regulations relating to any of the foregoing.

(d)           "Award" shall have the meaning ascribed to it in Section 1(a) of this Agreement.

(e)           “Board” means the Board of Directors of the Company.

(f)           “Code” means the Internal Revenue Code of 1986, as amended.  Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(g)           “Common Stock” shall have the meaning ascribed to it in the Plan.

(h)           “Company” means American Medical Alert Corp., a New York corporation, or any successor thereto.

(i)           "Continuous Service" shall have the meaning ascribed to it in the Plan.

(j)           "Disability" shall have the meaning ascribed to it in the Plan.

(k)           "Grant Date" shall have the meaning ascribed to it in Section 2(a) of this Agreement.

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(l)           "Granted Units" shall have the meaning ascribed to it in Section 2(a) of this Agreement.

(m)           "Grantee" shall have the meaning ascribed to it in the Introductory paragraph of this Agreement.

(n)           "Plan" shall have the meaning ascribed to it in Section 2(c) of this Agreement.

(o)           "Restricted Stock Unit" shall mean a right to receive one Share upon vesting pursuant to Section 4(a).

(p)           "Service Termination" shall have the meaning ascribed to it in Section 4(b) of this Agreement.

(q)           “Share” shall have the meaning ascribed to it in the Plan.

(r)           "Termination Date" shall have the meaning ascribed to it in Section 4(b) of this Agreement.

(s)           "Vesting Date" shall have the meaning ascribed to it in Section 4(a) of this Agreement.

Section 2.               Grant of Restricted Stock Units.

(a)           Award.  On the terms and conditions set forth in this Agreement, the Company has granted Grantee a total of _________ Restricted Stock Units (the "Granted Units" or the “Award”), each subject to vesting in accordance with Section 4(a).

(b)           Shareholder Rights.  Grantee (or any successor in interest) shall not have any of the rights of a shareholder (including, without limitation, voting and liquidation rights) with respect to the Granted Units until such time as Grantee becomes the record holder of the Shares to be delivered in settlement of the Granted Units, as described in Section 5(a).

(c)           Plan and Defined Terms.  The Award is granted under and subject to the terms of the American Medical Alert Corp. 2010 Equity Incentive Plan (the "Plan"), which is incorporated herein by this reference.  Capitalized terms used herein and not defined in this Agreement (including Section 1 hereof) shall have the meanings set forth in the Plan.  To the extent there is any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control.

(d)           Grantee Undertaking.  Grantee (or any successor in interest) agrees to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.

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Section 3.              No Transfer or Assignment.  The Award and the rights and privileges conferred by this Agreement shall not be transferable or assignable by Grantee, and may not be made subject to execution, attachment or similar procedures, other than by will or the laws of descent and distribution or as determined by the Plan's administrator in accordance with Applicable Laws.  Any such purported transfer contrary to the restrictions set forth in this Agreement shall be void and unenforceable against the Company or any Affiliate.  Notwithstanding the foregoing, the Plan's administrator, in its discretion, may permit the transfer, solely as gifts or pursuant to a domestic relations order during Grantee's lifetime of all or a portion of the Award to Grantee's immediate family members.  For this purpose, immediate family member means Grantee's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing Grantee's household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or Grantee) control the management of assets, and any other entity in which these persons (or Grantee) own more than fifty percent of the voting interests.  Any permitted transfer of the Award shall not be effective to bind the Company unless the Plan's administrator shall have been furnished with written notice thereof and a copy of such evidence as the Plan's administrator may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.

Section 4.              Vesting; Termination of Service.

(a)           Vesting.  Subject to any acceleration provisions contained in the Plan and in [refer to acceleration provisions in employment agreement, if applicable], the Award shall vest as follows: ______ Shares on ______, ______ Shares on ______ and ______ Shares on ______ (each, a "Vesting Date").  Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Grantee in accordance with any of the provisions of this Agreement unless Grantee shall have been providing Continuous Service from the Grant Date through and on the date such vesting occurs.  The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Award at any time, subject to the terms of the Plan.  If so accelerated, such portion of the Award will be considered as having vested as of the date specified by the Administrator.

(b)           Termination of Service.  The unvested portion of the Award shall be immediately forfeited, and therefore, there shall be no further vesting of the Award, as of the date (the "Termination Date") that Grantee actually ceases to provide Continuous Service to the Company or an Affiliate for any reason in its capacity as employee, director or consultant (irrespective of whether Grantee continues to receive severance or any other continuation payments or benefits after such date) (such cessation of the provision of services by Grantee being referred to as a "Service Termination").

(c)           Death/Disability.  In the event of Service Termination resulting from Grantee's death or Disability, the unvested portion of the Granted Units shall be immediately forfeited as of the Termination Date.

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Section 5.              Settlement of Granted Units.

(a)           Settlement Amount.  Subject to Section 5(b) hereof, the Company shall deliver to Grantee as soon as administratively practicable (but in no event later than two and one half months following the end of the year in which such vesting occurs) after each Vesting Date (and any other date on which the Award vests pursuant to this Agreement or the Plan): (i) a number of Shares equal to the number of Granted Units that vested on such date and (ii) an amount in cash equal to the cash dividends paid, from the Grant Date through the applicable vesting date, on one Share for each Share represented by the Granted Units that vested on such date; provided, however, that no Shares will be issued in settlement of the Award unless the issuance of Shares complies with Applicable Laws.  No fractional Shares will be issued.  The Company will pay cash in respect of fractional Shares.

(b)           Withholding Requirements.  Subject to the Plan, the Company will have the power and the right to deduct or withhold, or require Grantee to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including Grantee's FICA obligation) required to be withheld with respect to the Award.

Section 6.              Adjustment of Granted Units.  Subject to Section 16(c) of the Plan, in the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property, but excluding regular cash dividends to shareholders of the Company), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and kind of Shares that will be paid to Grantee upon settlement of the Granted Units, as the Administrator, in its sole discretion, deems appropriate.

Section 7.              Representations of Grantee.  Grantee hereby represents to the Company that:

(a)           Grantee understands that this Agreement and the Plan contain substantial restrictions on the transferability of the Award and provide that, in the event that the conditions relating to the transfer of any portion of the Award in such document has not been satisfied, the holder shall not transfer any portion of the Award, and unless otherwise specified, the Company will not recognize the transfer of the Award on its books and records, or issue any certificates representing the Shares issued in settlement of this Award, and any purported transfer not in accordance with the terms of this Agreement, the Plan and Applicable Laws shall be void.  Grantee will sell, transfer or otherwise dispose of the Award only in a manner consistent with its representations set forth herein and then only in accordance with this Agreement, the Plan and Applicable Laws.

(b)           Grantee understands that: (i) [to be used if granted to an affiliate] the Shares issued in settlement of this Award will be characterized as "control securities" under the U.S. federal securities laws and, throughout the period during which Grantee is deemed to be a "control" person under the U.S. federal securities laws, the certificates representing such Shares shall bear the following legend:

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“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE HELD BY AN "AFFILIATE", WITHIN THE MEANING OF PARAGRAPH (A) (1) OF RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY ONLY BE SOLD, TRANSFERRED OR ASSIGNED IF IN THE OPINION OF COUNSEL OF THE CORPORATION SUCH SALE, TRANSFER OR ASSIGNMENT IS IN COMPLIANCE WITH THE RULES AND REGULATIONS PROMULGATED UNDER THE SECURITIES ACT.”

and (ii) the Award, and any Shares issued in settlement thereof, may not be sold, transferred or otherwise disposed of except in compliance with Applicable Laws.

(c)           Grantee understands that the Company is under no obligation to register for resale the Shares issuable in settlement of the Award.  Notwithstanding the foregoing, the Company has filed, or intends to file, a registration statement on Form S-8 for the purpose of registering for resale the Shares issuable in settlement of this Award; provided that the Company shall have no obligation to file, or maintain the effectiveness of, such registration statement.  The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Grantee or other subsequent transfers by Grantee of any Shares issued in settlement of the Award, including without limitation (i) restrictions under an insider trading policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act, covering the Shares issuable in settlement of the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for such resales or other transfers.  Any resale of the Shares issued in settlement of this Award must also comply with all other Applicable Laws.

Section 8.              Miscellaneous Provisions.

(a)           No Retention Rights, No Future Awards.  Subject to any applicable provisions to the contrary in any written employment, consulting or other applicable written agreement for services between the Company and Grantee, nothing in this Agreement or in the Plan shall confer upon Grantee any right to any future Awards and to continue in Continuous Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Affiliate employing or retaining Grantee) or of Grantee, which rights are hereby expressly reserved by each, to terminate Grantee's Continuous Service at any time and for any reason, with or without cause.

(b)           Award Unfunded.  Until vested pursuant to the terms and conditions of this Agreement, the Award represents an unfunded promise.  Grantee's rights with respect to the Award are no greater than the rights of a general unsecured creditor of the Company.  All payments, if any, to be made hereunder will be paid from the general funds of the Company and no special or separate fund will be established and no segregation of assets will be made to assure payment of such amounts.  Nothing contained in this Agreement or the Plan, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and Grantee or any of Grantee's beneficiaries, legal representatives or any other person.

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(c)           Data Protection.  By participating in the Plan, the Grantee consents to the collection, processing, transmission and storage by the Company in any form whatsoever, of any data of a professional or personal nature which is necessary for the purposes of introducing and administering the Plan.  The Company may share such information with any Subsidiary, the trustee of any employee benefit trust, its registrars, trustees, brokers, other third party administrator or any Person who obtains control of the Company or acquires the Company, undertaking or part-undertaking which employs the Grantee, wherever situated.

(d)           Notice.  Whenever under this Agreement it becomes necessary to give notice, such notice shall be in writing, signed by the party or parties giving or making the same, and shall be served on the person or persons for whom it is intended or who should be advised or notified, by FedEx (or other similar overnight service) or by registered or certified mail, with postage and fees prepaid.  Notice shall be addressed to the Company at its principal executive office and to Grantee at the address that he or she most recently provided in writing to the Company.

(e)           Bound by Plan.  By Grantee’s signature and the signature of the Company’s representative below, Grantee and the Company agree that this Award is granted under and subject to the terms of the Plan and this Agreement.  Grantee has reviewed the Plan, a description of the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement.

(f)           Administrator Authority.  The Administrator has the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares subject to the Award have vested).  All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Grantee, the Company and all other interested persons.  No Administrator (or member thereof) will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

(g)           Entire Agreement.  This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof.  They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

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(h)           Waiver.  No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

(i)           Successors and Assigns.  Subject to the limitations on the transferability of this grant contained herein and in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of Grantee.

(j)           Choice of Law.  The validity, interpretation and enforcement of this Agreement (and any exercise notices relating hereto), matters arising out of or related to this Agreement (and any exercise notices relating hereto) or its making, performance or breach, and related matters shall be governed by the internal laws of the State of New York (without reference to choice of law doctrine).  Any legal action or proceeding concerning the validity, interpretation and enforcement of this Agreement (and any exercise notices relating hereto), matters arising out of or related to this Agreement (and any exercise notices relating hereto) or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of New York in New York County or of the United States of America for the Southern District of New York, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.

(k)           Interpretation.  All pronouns and words used in this Agreement shall be read in the appropriate number and gender, the masculine, feminine and neuter shall be interpreted interchangeably and the singular shall include the plural and vice versa, as the circumstances may require.

Headings; Facsimile Signatures; Counterparts.  The section headings in this Agreement are for reference purposes only and shall not define, limit or affect the meaning or interpretation of this Agreement.  This Agreement may be signed in one or more counterparts and delivered by facsimile or electronic transmission in .pdf format, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, on March __, 2011.

GRANTEE:	AMERICAN MEDICAL ALERT CORP.
Signature	Name:
	Title:
Print Name

Residence Address:

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EX-10.(N)(V)

Exhibit 10(n)(v)

AMENDMENT NO. 7 AND WAIVER TO CREDIT AGREEMENT

AMENDMENT NO. 7 AND WAIVER, dated as of August 14, 2006 (this “Amendment and Waiver”), with respect to the Credit Agreement, dated as of May 20, 2002 (as same has been and may be further amended, restated, supplemented or modified, from time to time, the “ Credit Agreement”), by and between AMERICAN MEDICAL ALERT CORP., a New York corporation (the “ Company”) and THE BANK OF NEW YORK, a New York banking corporation (the “Lender”).

RECITALS

The Company has requested and the Lender has agreed, subject to the terms and conditions of this Amendment and Waiver, to amend and waive certain provisions of the Credit Agreement as herein set forth.

Accordingly, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1.           Amendment.  The table in Section 7.13(a) is hereby amended and restated in its entirety to

provide as follows:

“Fiscal Quarter Ending	Ratio
September 30, 2006	0.80:1.00
December 31, 2006	0.85:1.00
March 31, 2007	1.10:1.00
June 30, 2007 and thereafter	1.15:1.00”

2.           Waiver.  The Bank hereby waives compliance by the Company with Section 7.13(a) of the Credit Agreement, Consolidated Fixed Charge Coverage Ratio, for the fiscal quarter ended June 30, 2006 provided that the Consolidated Fixed Charge Coverage Ratio was not less than 0.75:1.00, at the end of such fiscal quarter.

3.           Conditions of Effectiveness.  This Amendment and Waiver shall become effective upon receipt by the Lender of this Amendment and Waiver, duly executed by the Company and each Guarantor.

4.           Miscellaneous.

(a)           This Amendment and Waiver shall be governed by and construed in accordance with the laws of the State of New York.

(b)           All terms used herein shall have the same meaning as in the Credit Agreement, as amended hereby, unless specifically defined herein.

(c)           This Amendment and Waiver shall constitute a Loan Document.

(d)           Except as expressly amended and waived hereby, the Credit Agreement remains in full force and effect in accordance with the terms thereof The Credit Agreement and the Loan Documents are each ratified and confirmed in all respects by the Company.  The amendment and waiver herein are limited specifically to the matters set forth above and for the specific instance and purpose for which given and do not constitute directly or by implication an amendment or waiver of any other provisions of the Credit Agreement or a waiver of any Default or Event of Default which may occur or may have occurred under the Credit Agreement or any other Loan Document.

(e)           Upon the effectiveness of this Amendment and Waiver, each reference in the Credit Agreement and the other Loan Documents to “this Agreement”, “hereunder”, “hereof’, “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby.

(f)           The Company hereby represents and warrants that, (i) except with respect to the matters described in the Press Release (as defined in Amendment No. 2 to Credit Agreement, dated as of March 28, 2005 between the Company and the Lender), the representations and warranties by the Company pursuant to the Credit Agreement and each other Loan Document, as updated by the Schedules attached hereto, are true and correct, in all material respects, on the date hereof, and (ii) no Default or Event of Default exists under the Credit Agreement or any other Loan Document; provided that, the Lender hereby acknowledges and agrees that the representations and warranties of the Company contained in the Credit Agreement and those covenants set forth in Sections 6.05, 6.06, 6.07, and 6.12 of the Credit Agreement shall not be deemed (prior to, at or after this date of this Amendment) to be breached as a result of the matters described in the Press Release, provided that such matter or matters do not now or shall not hereafter cause a Material Adverse Effect or cause the occurrence of any other Event of Default, it being agreed and understood that the $1,500,000 charge described in the Press Release, in itself, will not be deemed to constitute a Material Adverse Effect.

(g)           The Company hereby:  (a) acknowledges and confirms that, notwithstanding the consummation of the transactions contemplated by this Amendment and Waiver, (i) all terms and provisions contained in the Security Documents are, and shall remain, in full force and effect in accordance with their respective terms and (ii) the liens heretofore granted, pledged and/or assigned to the Lender as security for the Company’s obligations under the Notes, the Credit Agreement and the other Loan Documents shall not be impaired, limited or affected in any manner whatsoever by reason of this Amendment and Waiver; and (b) represents, warrants and confirms the non-existence of any offsets, defenses, or counterclaims to its obligations under the Credit Agreement or any Loan Document.

(h)           This Amendment and Waiver may be executed in one or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one Amendment and Waiver.

[next page is signature page]

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IN WITNESS WHEREOF, the Company and the Lender have caused this Amendment and Waiver to be duly executed by their duly authorized officers as of the day and year first above written.

AMERICAN MEDICAL ALERT CORP.
By:	/s/ Jack Rhian
Name:	Jack Rhian
Title:	President
THE BANK OF NEW YORK
By:	/s/ Gerard F. Baccaglini
Name:	Gerard F. Baccaglini
Title:	Vice President

The undersigned, not parties to the Credit Agreement but as Guarantors under their respective Guaranties executed in favor of the Lender, dated as of May 20, 2002, each hereby (a) accept and agree to the terms of the foregoing Amendment and Waiver; and (b) acknowledge and confirm that all terms and provisions contained in their respective Guaranty are, and shall remain, in full force and effect in accordance with their respective terms and that its obligations thereunder include obligations of the Company owing to the Lender pursuant to the Term Loan, as same has been increased as set forth above.

HCI ACQUISITION CORP.		SAFE COM INC.
By:	/s/ Jack Rhian	By:	/s/ Jack Rhian
Name:	Jack Rhian	Name:	Jack Rhian
Title:	President	Title:	President
LIVE MESSAGE AMERICA ACQUSITION CORP.		NORTH SHORE ANSWERING SERVICE, INC.
By:	/s/ Jack Rhian	By:	/s/ Jack Rhian
Name:	Jack Rhian	Name:	Jack Rhian
Title:	President	Title:	President
ANSWER CONNECTICUT ACQUSITION CORP.		MD ONCALL ACQUISITION CORP.
By:	/s/ Jack Rhian	By:	/s/ Jack Rhian
Name:	Jack Rhian	Name:	Jack Rhian
Title:	President	Title:	President

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EX-10.(N)(XI)

Exhibit 10(n)(xi)

AMENDMENT NO. 13 AND WAIVER TO CREDIT AGREEMENT

AMENDMENT NO. 13 AND WAIVER, dated as of May 12, 2010 (this “Amendment and Waiver”), with respect to the Credit Agreement, dated as of May 20, 2002 (as same has been and may be further amended, restated, supplemented or modified, from time to time, the “Credit Agreement”), by and between AMERICAN MEDICAL ALERT CORP., a New York corporation (the “Company”) and JPMORGAN CHASE BANK, N.A., as successor-in-interest to The Bank of New York, a national banking association (the “Lender”).

RECITALS

The Company has requested, and the Lender has agreed subject to the terms and conditions of this Amendment and Waiver, to provide a new acquisition loan facility, and to amend and waive certain provisions of the Credit Agreement, all as herein set forth.

Accordingly, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1.           Amendments.

(a)           The following definitions in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to provide as follows:

“Commitments” shall mean, collectively, the Revolving Credit Commitment, the Term Loan Commitment, the New Term Loan Commitment, the AMI Acquisition Loan Commitment and the LCL Acquisition Loan Commitment.

“Loan Documents” shall mean, collectively, this Agreement, the Notes, the Security Documents, the Guaranties, any Hedging Agreement with the Lender and each other agreement executed in connection with the transactions contemplated hereby or thereby, as each of the same may hereafter be amended, restated, supplemented or otherwise modified from time to time.

“Loans” shall mean, collectively, the Revolving Credit Loans, the Term Loan, the New Term Loan, the AMI Acquisition Loan and the LCL Acquisition Loan.

“Notes” shall mean, collectively, the Revolving Credit Note, the Term Note, the New Term Loan Note, the AMI Acquisition Loan Note and the LCL Acquisition Loan Note.

 “Obligations” shall mean all obligations, liabilities and indebtedness of the Company to the Lender, whether now existing or hereafter created, absolute or contingent, direct or indirect, due or not, other than obligations, liabilities and indebtedness acquired by assignment from third parties, but including without limitation, all obligations, liabilities and indebtedness of the Company arising under or relating to this Agreement, the Notes or any other Loan Document, which shall include, without limitation, all obligations, liabilities and indebtedness of the Company with respect to the principal of and interest on the Loans, obligations under any Hedging Agreement, and all fees, costs, expenses and indemnity obligations of the Company and the Guarantors hereunder or under any other Loan Document (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and interest that, but for the filing of  petition in bankruptcy with respect to the Company, would accrue on such obligations, whether or not a claim is allowed against the Company for such interest in the related bankruptcy proceeding.

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(b)           The following definitions are hereby added to Section 1.01 of the Loan Agreement, in their appropriate alphabetical order:

“Hedging Agreement” shall mean any interest rate swap, collar, cap, floor or forward rate agreement or other agreement regarding the hedging of interest rate risk exposure executed in connection with hedging the interest rate exposure of the Company or any Guarantor, and any confirming letter executed pursuant to such agreement, all as amended, supplemented, restated or otherwise modified from time to time.

“LCL” shall mean Lifecomm LLC, a Delaware limited liability company.

“LCL Acquisition” shall mean the Company’s acquisition of 4,000 Class C Membership Units of LCL, representing a 10.2% minority ownership interest in LCL.

“LCL Acquisition Loan” shall have the meaning set forth in Section 2.09.

“LCL Acquisition Loan Commitment” shall mean the Lender’s obligation to make the LCL Acquisition Loan to the Company on the LCL Effective Date, in the amount of $2,000,000.

“LCL Acquisition Loan Note” shall have the meaning set forth in Section 2.10.

“LCL Acquisition Loan Maturity Date” shall mean May 1, 2015.

“LCL Effective Date” shall mean May __, 2010.

“VAR Agreement” shall mean that certain Value Added Reseller Agreement, dated as of LCL Effective Date, between the Company and LCL.

(c)           The definition of the term “Applicable Margin” in Section 1.01 of the Credit Agreement is hereby amended by (i) amending and restating the table therein to read as follows:

Ratio of Consolidated Funded Debt to Consolidated EBITDA	LIBOR Margin For Revolving Credit Loans (360 day basis)			LIBOR Margin for the Term Loan, the New Term Loan, the AMI Acquisition Loan and the LCL Acquisition Loan (360 day basis)
Less than 1.00:1.00		1.50	%		1.75	%
Greater than or equal to 1.00:1.00 but less than 1.50:1.00		1.75	%		2.00	%
Greater than or equal to 1.50:1.00 but less than 2.00:1.00		2.00	%		2.25	%
Greater than or equal to 2.00:1.00		2.25	%		2.50	%

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and (ii) amending and restating the first sentence of the paragraph following such table to read as follows:

“Notwithstanding the foregoing, during the period commencing on the LCL Effective Date and ending on the date of reset of the Applicable Margin in accordance with this paragraph, the LIBOR Margin for (a) Revolving Credit Loans shall be 1.50% and (b) the Term Loan, the New Term Loan, the AMI Acquisition Loan and the LCL Acquisition Loan shall be 1.75%.”

(d)           Clause “(h)” of the definition of Indebtedness in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to provide as follows:

“(h)           net liabilities of such Person under Hedging Agreements and foreign currency exchange agreements, as calculated on a basis satisfactory to the Lender and in accordance with accepted practice;”

(e)           Article II of the Credit Agreement is hereby amended to add the following new sections 2.09 and 2.10 immediately following Section 2.08 thereof:

SECTION 2.09 LCL Acquisition Loan.Subject to the terms and conditions hereof, and relying on the representations and warranties set forth herein, the Lender agrees to make a term loan (the “LCL Acquisition Loan”) to the Company available in a single drawdown on the LCL Effective Date in an amount not to exceed the LCL Acquisition Loan Commitment.  The LCL Acquisition Loan may be (i) an Adjusted Libor Loan, (ii) an Alternate Base Rate Loan or (iii) a combination thereof. The LCL Acquisition Loan Commitment shall terminate upon funding of the LCL Acquisition Loan on the LCL Effective Date.

SECTION 2.10 LCL Acquisition Note. The LCL Acquisition Loan made by the Lender shall be evidenced by a promissory note of the Company, substantially in the form of Exhibit I, with appropriate insertions (the “LCL Acquisition Note”) payable to the order of the Lender and representing the obligation of the Company to pay the unpaid principal amount of the LCL Acquisition Loan of the Lender with interest thereon as prescribed in Section 3.01.  The Lender is authorized to record the Type and the date and amount of each payment or prepayment of principal thereof in the Lender’s records or on the grid schedule annexed to the LCL Acquisition Loan Note; provided, however, that the failure of the Lender to set forth each payment and other information shall not in any manner affect the obligation of the Company to repay the LCL Acquisition Loan in accordance with the terms of the LCL Acquisition Note and this Agreement.  The LCL Acquisition Note, the grid schedule and the books and records of the Lender shall constitute conclusive evidence of the information so recorded absent manifest error.  The LCL Acquisition Note shall (a) be dated the LCL Effective Date, (b) be stated to mature on the LCL Acquisition Loan Maturity Date and (c) be payable as to principal in sixty (60) consecutive monthly principal installments of $33,333.33 each, commencing June 1, 2010, and on the first day of each month thereafter, provided that the final installment on the LCL Acquisition Loan Maturity Date shall be in an amount equal to the remaining principal amount then outstanding.  Repayments and prepayments of the LCL Acquisition Loan may not be reborrowed.  The LCL Acquisition Loan Note shall bear interest from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, Section 3.01.

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(f)           The first sentence of Section 3.01(g) of the Credit Agreement is hereby amended and restated in its entirety to provide as follows:

“No Loan which may be funded as an Adjusted Libor Loan may be converted to or continued as an Adjusted Libor Loan with an Interest Period that extends beyond the Revolving Credit Commitment Termination Date, with respect to Revolving Credit Loans, the Maturity Date, with respect to the Term Loan, the New Term Loan Maturity Date, with respect to the New Term Loan, the AMI Acquisition Loan Maturity Date, with respect to the AMI Acquisition Loan or the LCL Acquisition Loan Maturity Date, with respect to the LCL Acquisition.

(g)           The following sentence is hereby added to Section 3.02 of the Credit Agreement at the end thereof.

“The proceeds of the LCL Acquisition Loan shall be used by the Company solely in connection with the LCL Acquisition.”

(h)           Section 3.03(a) of the Credit Agreement is hereby amended to add the text “and pursuant to any Hedging Agreement with the Lender” immediately following the text “except as provided in Section 3.08” on the fourth line of such Section.

(i)           Section 3.03 of the Credit Agreement is further amended by amending and restating the second and third sentences of Section 3.03(c) thereof in their entirety to provide as follows:

“All partial prepayments of the Term Loan, the New Term Loan, the AMI Acquisition Loan and the LCL Acquisition Loan shall be applied to the remaining installments of principal thereof in inverse order of maturity.  Prepayments of the Term Loan, the New Term Loan, the AMI Acquisition Loan and the LCL Acquisition Loan may not be reborrowed.”

(j)           Section 7.02 of the Credit Agreement is hereby revised by (i) deleting the word “and” following clause “(g)”, (ii) deleting the period following clause “(g)” and replacing it with “; and” and (iii) adding a new clause “(h)” immediately following clause “(h)” as follows:

“(h)           Indebtedness with respect to Hedging Agreements entered into by the Company, provided that such Hedging Agreements shall be entered into in the ordinary course of its business with respect to its business needs and not for speculative purposes;”

(k)           Section 7.06 is hereby amended to delete the text “and” on the tenth line thereof immediately before the text “(f)” and to add the following text at the end of such Section immediately preceding the period:

“and (g) the purchase and ownership of membership interests of LCL, in accordance with the terms of LCL Acquisition, and additional capital contributions to LCL in an amount not to exceed $500,000 in accordance with the Limited Liability Company Agreement of LCL.”

4

(l)           Section 7.16 of the Credit Agreement is hereby amended by adding the following text at the end thereof:

“Notwithstanding anything to the contrary herein, nothing herein shall be deemed to restrict the Company from entering into and performing the VAR Agreement.”

(m)         Article VII of the Credit Agreement is hereby further amended by adding a new Section 7.18 at the end thereof as follows:

“SECTION 7.18.   Amendment to LCL Documents.  The Company shall not cause or permit the VAR Agreement or the Limited Liability Company Agreement of LCL to be amended, restated, modified or supplemented in any way that would have a material adverse effect on the rights of the Lender under the Loan Documents.”

(n)         Exhibit I attached to this Amendment is hereby added as Exhibit I to the Credit Agreement.

2.           Waivers.

(a)           The Lender hereby waives the late receipt of (i) the management prepared consolidating interim balance sheet and the related management prepared interim consolidating statement of income of the Company and the Corporate Guarantors, each required to be delivered to the Lender pursuant to Section 6.03(b)(ii) of the Credit Agreement and (ii) the Chief Financial Officer's certificate, required to be delivered to the Bank pursuant to Section 6.03(b)(ii) and 6.03(c) of the Credit Agreement, all for the fiscal quarter ended December 31, 2009.

(b)           The Lender hereby waives compliance by the Company and LCL with Section 6.13 of the Credit Agreement, Affiliate”, solely with respect to the delivery by LCL of a Guaranty, Security Agreement and the other documents described therein, unless and until the Company shall own fifty percent (50%) or more of the outstanding principal membership interests of LCL.

3.           Conditions of Effectiveness. This Amendment and Waiver shall become effective upon receipt by (1) the Lender of (a) this Amendment and Waiver, duly executed by the Company and each Guarantor, (b) the LCL Acquisition Loan Note, in the form of Exhibit I hereto, (c) a certificate of the Secretary or Assistant Secretary of the Company, dated as of the date hereof, in the form of Exhibit 1 hereto, (d) copies of the executed Limited Liability Company Agreement of LCL and all exhibits thereto, along with copies of the membership certificates, if any, issued by LCL to the Company, (e) the duly executed Value Added Reseller Agreement between the Company and LCL, (f) copies of the resolutions of the board of directors of the Company regarding the LCL Acquisition, (g) a management forecast for the Company for the fiscal years ending December 31, 2010 and December 31, 2011, including balance sheet, income statement, cash flow statement and financial covenant calculations, and (h) such other documents, instruments and agreements that the Lender shall reasonably require with respect thereto and (2) Farrell Fritz, P.C., of its reasonable attorneys’ fees and expenses incurred in connection with the preparation, execution and delivery of this Amendment and Waiver, plus all outstanding amounts owed to Farrell Fritz, P.C. for unpaid attorney’s fees and expenses.

4.           Miscellaneous.

(a)           This Amendment and Waiver shall be governed by and construed in accordance with the laws of the State of New York.

5

(b)           All terms used herein shall have the same meaning as in the Credit Agreement, as amended hereby, unless specifically defined herein.

(c)           This Amendment and Waiver shall constitute a Loan Document.

(d)           Except as expressly amended and waived hereby, the Credit Agreement remains in full force and effect in accordance with the terms thereof.  The Credit Agreement and the Loan Documents are each ratified and confirmed in all respects by the Company.  The amendments and waivers herein are limited specifically to the matters set forth above and for the specific instance and purpose for which given and do not constitute directly or by implication an amendment or waiver of any other provisions of the Credit Agreement or a waiver of any Default or Event of Default which may occur or may have occurred under the Credit Agreement or any other Loan Document.

(e)           Upon the effectiveness of this Amendment and Waiver, each reference in the Credit Agreement and the other Loan Documents to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby.

(f)           The Company hereby represents and warrants that, (i) except with respect to the matters described in the Press Release (as defined in Amendment No. 2 to Credit Agreement, dated as of March  28, 2005 between the Company and the Lender), the representations and warranties by the Company pursuant to the Credit Agreement and each other Loan Document, as updated by the Schedules attached hereto, are true and correct, in all material respects, on the date hereof, and (ii) no Default or Event of Default exists under the Credit Agreement or any other Loan Document; provided that, the  Lender hereby acknowledges and agrees that the representations and warranties of the Company contained in the Credit Agreement and those covenants set forth in Sections 6.05, 6.06, 6.07, and 6.12 of the Credit Agreement shall not be deemed (prior to, at or after this date of this Amendment and Waiver) to be breached as a result of the matters described in the Press Release, provided that such matter or matters do not now or shall not hereafter cause a Material Adverse Effect or cause the occurrence of any other Event of Default, it being agreed and understood that the $1,500,000 charge described in the Press Release, in itself, will not be deemed to constitute a Material Adverse Effect.

(g)           The Company hereby: (a) acknowledges and confirms that, notwithstanding the consummation of the transactions contemplated by this Amendment and Waiver, (i) all terms and provisions contained in the Security Documents are, and shall remain, in full force and effect in accordance with their respective terms and (ii) the liens heretofore granted, pledged and/or assigned to the Lender as security for the Company’s obligations under the Notes (including, without limitation, the LCL Acquisition Loan Note), the Credit Agreement and the other Loan Documents shall not be impaired, limited or affected in any manner whatsoever by reason of this Amendment and Waiver and that all such liens shall be deemed granted, pledged and/or assigned to the Lender as security for the Company’s obligations to the Lender, including, without limitation, the LCL  Acquisition Loan; and (b) represents, warrants and confirms the non-existence of any offsets, defenses, or counterclaims to its obligations under the Credit Agreement or any Loan Document.

(h)           This Amendment and Waiver may be executed in one or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one Amendment and Waiver.

[next page is signature page]

6

IN WITNESS WHEREOF, the Company and the Lender have caused this Amendment and Waiver to be duly executed by their duly authorized officers as of the day and year first above written.

AMERICAN MEDICAL ALERT CORP.
By:	/s/ Jack Rhian
Name:	Jack Rhian
Title:	President
JPMORGAN CHASE BANK, N.A.
By:	/s/ Carolyn Lattanzi
Name:	Carolyn Lattanzi
Title:	Vice President

7

The undersigned, not parties to the Credit Agreement but as Guarantors under their respective Guaranties executed in favor of the Lender, dated as of May 20, 2002, and as Grantors under the Security Agreement, dated as of May 20, 2002, each hereby (a) accept and agree to the terms of the foregoing Amendment and Waiver, (b) acknowledge and confirm that all terms and provisions contained in their respective Guaranty are, and shall remain, in full force and effect in accordance with their respective terms and that its obligations thereunder include obligations of the Company owing to the Lender pursuant to the LCL Acquisition Loan, and (c) (i) all terms and provisions contained in the Security Agreement are and shall remain, in full force and effect in accordance with their respective terms and (ii) the liens heretofore granted, pledged and/or assigned to the Lender as security for the Guaranteed Obligations (as defined in the Guaranty) shall not be impaired, limited or affected in any manner whatsoever by reason of this Amendment and Waiver and that all such liens shall be deemed granted, pledged and/or assigned to the Lender as security for the Guarantee Obligations, including, without limitation, those Guaranteed Obligations related to the LCL Acquisition Loan.

HCI ACQUISITION CORP.
SAFE COM INC.
LIVE MESSAGE AMERICA ACQUISITION CORP. NORTH SHORE ANSWERING SERVICE, INC.
ANSWER CONNECTICUT ACQUSITION CORP.
MD ONCALL ACQUISITION CORP.
AMERICAN MEDICONNECT ACQUISITION CORP.
By:	/s/ Jack Rhian
	Jack Rhian , the President of each of
	the foregoing corporations

8

EXHIBIT I

LCL ACQUISITION LOAN NOTE

$2,000,000  May 12, 2010

FOR VALUE RECEIVED, AMERICAN MEDICAL ALERT CORP., a Delaware corporation  (the “Company”), promises to pay to the order of JPMORGAN CHASE BANK, N.A. (the “Lender”), on or before the LCL Acquisition Loan Maturity Date, the principal amount of TWO MILLION ($2,000,000) DOLLARS, in sixty (60) consecutive equal monthly installments of $33,333.33, commencing June 1, 2010 and continuing on the first day of each month thereafter; provided, however, that the last such payment on the LCL Acquisition Loan Maturity Date shall be in the amount necessary to repay in full the unpaid principal amount of the LCL Acquisition Loan.  The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Credit Agreement referred to below.

This Note is the “LCL Acquisition Loan Note” issued pursuant to and entitled to the benefits of the Credit Agreement dated as of May 20, 2002 by and between the Company and the Lender (as the same has been and may be further amended, restated, modified or supplemented from time to time, the “Credit Agreement”), to which reference is hereby made for a more complete statement of the terms and conditions under which the LCL Acquisition Loan evidenced hereby was made and is to be repaid.  Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

Each of the Lender and any subsequent holder of this Note agrees, by its acceptance hereof, that before transferring this Note, it shall record the date and amount of each payment or prepayment of principal of the LCL Acquisition Loan previously made hereunder on the grid schedule annexed to this Note; provided, however, that the failure of the Lender or holder to set forth the LCL Acquisition Loan, payments and other information on the attached grid schedule shall not in any manner affect the obligation of the Company to repay the LCL Acquisition Loan made by the Lender in accordance with the terms of this Note.

This Note is subject to prepayment pursuant to Section 3.03 of the Credit Agreement.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in immediately available funds at the office of JPMorgan Chase Bank, N.A., located at 395 North Service Road, Melville, New York 11747 or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

Except as may be expressly provided to the contrary in the Credit Agreement, the Company and endorsers of this Note waive diligence, presentment, protest, demand, and notice of any kind in connection with this Note.

9

THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW WHICH WOULD APPLY THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION.

IN WITNESS WHEREOF, the Company has caused this Note to be executed and delivered by it’s duly authorized officer as of the day and year and at the place first above written.

AMERICAN MEDICAL ALERT CORP.
By	/s/ Jack Rhian
Name:	Jack Rhian
Title:	President

10

SCHEDULE

	Amount of	Outstanding	Type	Applicable		Amount of	Notation
	Principal	Principal	of	Interest	Interest	Principal	Made
Date	Payment	Balance	Loan	Rate	Period	Paid	By

11

EXHIBIT 1

AMERICAN MEDICAL ALERT CORP.

Certificate

Pursuant to Amendment No. 13 and Waiver (the “Amendment and Waiver”), dated as of May 12, 2010, with respect to the Credit Agreement, dated as of May 20, 2002, between American Medical Alert Corp. (the “Company”) and JPMorgan Chase Bank, N.A. (as successor-in-interest to The Bank of New York) (the “Lender”) (as amended, the “Credit Agreement”; capitalized terms not defined herein shall have the meanings assigned to them in the Credit Agreement), Richard Rallo, the Secretary ofthe Company, hereby certifies as follows:

1.           The Certificate of Incorporation of the Company previously delivered to the Lender on May 20, 2002 has not been amended, modified, revoked or rescinded as of the date hereof except pursuant to that certain Certificate of Amendment, dated as of September 19, 2002, which Certificate of Amendment was previously delivered to the Lender.

2.           The amended By-laws of the Company previously delivered to the Lender on August 13, 2009, have not been amended, modified, revoked or rescinded as of the date hereof.

3.           The following person is duly elected and a qualified officer of the Company and holds the office set forth below his name; the signature set forth opposite his name is such officer's genuine signatures; such officer is authorized to sign the Loan Documents and the other documents to be delivered by the Company pursuant to the Credit Agreement and the Amendment and Waiver:

Jack Rhian	President	/s/ Jack Rhian
Name	Title	Signature

4.           Attached hereto as Exhibit A is a true and complete copy of the Resolutions unanimously adopted by written consent of the Board of Directors of the Company, which resolutions are the only resolutions of the Board of Directors of the Company relating to the subject matter thereof, have not been amended, rescinded or revoked, and are in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have executed this certification as of this 12th day of May, 2010.

s/ Richard Rallo

Name:  Richard Rallo

I, Jack Rhian, do hereby certify that I am the President of American Medical Alert Corp., and do further certify that Richard Rallo is the duly elected Secretary of such corporation and that the signature appearing above is his genuine signature.

Given as of this 12th day of May, 2010	/s/ Jack Rhian
	Jack Rhian, President

1

Exhibit A to Secretary’s Certificate

Resolutions

RESOLVED, that in connection with the amendment and waiver (the “Amendment and Waiver”) to the Credit Agreement, dated as of May 20, 2002, between American Medical Alert Corp. (the “Corporation”) and JPMorgan Chase Bank, N.A., as successor-in-interest to The Bank of New York (the “Lender”) (as amended, the “Credit Agreement”), any of the President, Secretary or any other officers or agents of the Company, and each of them, are hereby authorized, directed and empowered, either jointly or severally, for, on behalf of and in the name of the Corporation, to make, execute and deliver the Amendment and Waiver, in substantially the form attached hereto as Annex I, to the Lender and any and all other agreements, documents and instruments with or in favor of the Lender and delivered in connection with the Amendment and Waiver, including, without limitation, that certain promissory note (the “LCL Promissory Note”), in the principal amount of $2,000,000, in substantially the form attached to the Amendment and Waiver attached hereto as Annex I, in favor of the Lender evidencing the loan (the “LCL Acquisition Loan”) to the Corporation for purposes of funding the Corporation’s acquisition of 4,000 Class C Membership Units of Lifecomm LLC, a Delaware limited liability company (“LCL”), representing a 10.2% minority ownership interest in LCL; and

RESOLVED, that the Company shall borrow the LCL Acquisition Loan in the principal amount of $2,000,000 from the Lender, on the terms and conditions set forth in the LCL Promissory Note and the Credit Agreement, as amended by the Amendment and Waiver;

RESOLVED, that the minutes of the meeting of the Board of Directors of the Corporation held on Thursday, April 29, 2010, in the form attached hereto as Annex II, are hereby approved in all respects, and the Secretary of the Corporation is hereby directed to insert such minutes into the Corporation’s minute book;

RESOLVED,  that all actions heretofore taken and all documentation heretofore delivered by any of said officers and agents, or by any individual who currently holds or has held any of said offices, in furtherance of the foregoing is hereby ratified, adopted, approved and confirmed and declared to be binding and enforceable obligations of the Corporation in accordance with the respective terms and provisions thereof; and

RESOLVED, that each officer of the Corporation is hereby authorized and directed to execute and deliver any further certificates, instruments or documents, and take any further actions, in the name and on behalf of the Corporations, as may be required or contemplated under the Amendment and Waiver, or any of the other agreements, documents and instruments delivered in connection therewith, or as such officer may otherwise deem desirable in order to carry out the intent of the foregoing resolutions.

2

EX-10.(N)(XII)

Exhibit 10(n)(xii)

AMENDMENT NO. 14 AND WAIVER TO CREDIT AGREEMENT

AMENDMENT NO. 14 AND WAIVER, dated as of June 29, 2010 (this “Amendment and Waiver”), with respect to the Credit Agreement, dated as of May 20, 2002 (as same has been and may be further amended, restated, supplemented or modified, from time to time, the “Credit Agreement”), by and between AMERICAN MEDICAL ALERT CORP., a New York corporation (the “Company”) and JPMORGAN CHASE BANK, N.A., as successor-in-interest to The Bank of New York, a national banking association (the “Lender”).

RECITALS

The Company has requested, and the Lender has agreed subject to the terms and conditions of this Amendment and Waiver, to amend and waive certain provisions of the Credit Agreement, all as herein set forth.

Accordingly, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1.           Amendment.  The definition of the term “Revolving Credit Commitment Termination Date“  in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to provide as follows:

“Revolving Credit Commitment Termination Date” shall mean June 30, 2013.

2.           Waiver. The Lender hereby waives the late receipt of (i) the management prepared consolidating interim balance sheet and the related management prepared interim consolidating statement of income of the Company and the Corporate Guarantors, each required to be delivered to the Lender pursuant to Section 6.03(b)(ii) of the Credit Agreement and (ii) the Chief Financial Officer's certificate, required to be delivered  to the Lender pursuant to Section 6.03(b)(ii) and 6.03(c) of the Credit Agreement, all for the fiscal quarter ended March 31, 2010, provided that such statements and certificate were received by June 21, 2010.

3.           Conditions of Effectiveness. This Amendment and Waiver shall become effective upon receipt by  (i) the Lender of this Amendment and Waiver, duly executed by the Company and each Guarantor and such other documents, instruments and agreements that the Lender shall reasonably require with respect thereto and (ii) Farrell Fritz, P.C., of its reasonable attorneys’ fees and expenses incurred in connection with the preparation, execution and delivery of this Amendment and Waiver, plus all outstanding amounts owed to Farrell Fritz, P.C. for unpaid attorney’s fees and expenses.

4.           Miscellaneous.

(a)           This Amendment and Waiver shall be governed by and construed in accordance with the laws of the State of New York.

(b)           All terms used herein shall have the same meaning as in the Credit Agreement, as amended hereby, unless specifically defined herein.

(c)           This Amendment and Waiver shall constitute a Loan Document.

(d)           Except as expressly amended and waived hereby, the Credit Agreement remains in full force and effect in accordance with the terms thereof.  The Credit Agreement and the Loan Documents are each ratified and confirmed in all respects by the Company.  The amendments and waivers herein are limited specifically to the matters set forth above and for the specific instance and purpose for which given and do not constitute directly or by implication an amendment or waiver of any other provisions of the Credit Agreement or a waiver of any Default or Event of Default which may occur or may have occurred under the Credit Agreement or any other Loan Document.

(e)           Upon the effectiveness of this Amendment and Waiver, each reference in the Credit Agreement and the other Loan Documents to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby.

(f)           The Company hereby represents and warrants that, (i) except with respect to the matters described in the Press Release (as defined in Amendment No. 2 to Credit Agreement, dated as of March  28, 2005 between the Company and the Lender), the representations and warranties by the Company pursuant to the Credit Agreement and each other Loan Document, as updated by the Schedules attached hereto, are true and correct, in all material respects, on the date hereof, and (ii) no Default or Event of Default exists under the Credit Agreement or any other Loan Document; provided that, the  Lender hereby acknowledges and agrees that the representations and warranties of the Company contained in the Credit Agreement and those covenants set forth in Sections 6.05, 6.06, 6.07, and 6.12 of the Credit Agreement shall not be deemed (prior to, at or after this date of this Amendment and Waiver) to be breached as a result of the matters described in the Press Release, provided that such matter or matters do not now or shall not hereafter cause a Material Adverse Effect or cause the occurrence of any other Event of Default, it being agreed and understood that the $1,500,000 charge described in the Press Release, in itself, will not be deemed to constitute a Material Adverse Effect.

(g)           The Company hereby: (a) acknowledges and confirms that, notwithstanding the consummation of the transactions contemplated by this Amendment and Waiver, (i) all terms and provisions contained in the Security Documents are, and shall remain, in full force and effect in accordance with their respective terms and (ii) the liens heretofore granted, pledged and/or assigned to the Lender as security for the Company’s obligations under the Notes, the Credit Agreement and the other Loan Documents shall not be impaired, limited or affected in any manner whatsoever by reason of this Amendment and Waiver and that all such liens shall be deemed granted, pledged and/or assigned to the Lender as security for the Company’s obligations to the Lender, (b) represents, warrants and confirms the non-existence of any offsets, defenses, or counterclaims to its obligations under the Credit Agreement or any Loan Document and (c) represents and warrants that the execution, delivery and performance by the Company of this Amendment and Waiver has been duly authorized by all requisite corporate action, if any.

(h)           This Amendment and Waiver may be executed in one or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one Amendment and Waiver.

[next page is signature page]

2

IN WITNESS WHEREOF, the Company and the Lender have caused this Amendment and Waiver to be duly executed by their duly authorized officers as of the day and year first above written.

AMERICAN MEDICAL ALERT CORP.
By:	/s/ Jack Rhian
Name:	Jack Rhian
Title:	President
JPMORGAN CHASE BANK, N.A.
By:	/s/ Carolyn Lattanzi
Name:	Carolyn Lattanzi
Title:	Vice President

The undersigned, not parties to the Credit Agreement but as Guarantors under their respective Guaranties executed in favor of the Lender, dated as of May 20, 2002, and as Grantors under the Security Agreement, dated as of May 20, 2002, each hereby (a) accept and agree to the terms of the foregoing Amendment and Waiver, (b) acknowledge and confirm that all terms and provisions contained in their respective Guaranty are, and shall remain, in full force and effect in accordance with their respective terms and (c) (i) all terms and provisions contained in the Security Agreement are and shall remain, in full force and effect in accordance with their respective terms and (ii) the liens heretofore granted, pledged and/or assigned to the Lender as security for the Guaranteed Obligations (as defined in the Guaranty) shall not be impaired, limited or affected in any manner whatsoever by reason of this Amendment and Waiver and that all such liens shall be deemed granted, pledged and/or assigned to the Lender as security for the Guarantee Obligations.

HCI ACQUISITION CORP.
SAFE COM INC.
LIVE MESSAGE AMERICA ACQUISITION CORP. NORTH SHORE ANSWERING SERVICE, INC.
ANSWER CONNECTICUT ACQUSITION CORP.
MD ONCALL ACQUISITION CORP.
AMERICAN MEDICONNECT ACQUISITION CORP.
By:	/s/ Jack Rhian
	Jack Rhian, the President of each
	of the foregoing corporations

3

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jack Rhian, certify that:

1.           I have reviewed this annual report on Form 10-K/A of American Medical Alert Corp.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)         Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)         Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)         Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s  fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 5, 2011	/s/ Jack Rhian
	Jack Rhian
	Chief Executive Officer
	and President
	(principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Richard Rallo, certify that:

1.           I have reviewed this annual report on Form 10-K/A of American Medical Alert Corp.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)         Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)         Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)         Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s  fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 5, 2011	/s/ Richard Rallo
	Richard Rallo
	Chief Financial Officer
	(principal financial officer)