Exhibit
      10(t)(iv)

    AMENDMENT
      NO. 5 

    TO
      CREDIT AGREEMENT

    


    AMENDMENT
      NO. 5, dated
      as
      of March 16, 2006 (this “Amendment”), 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, to provide a new term loan facility and to amend
      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.  	
              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:

    


    “Applicable
      Margin” shall mean (a) 2.00% per annum with respect to Revolving Credit Loans
      which are Adjusted Libor Loans and 0.00% per annum with respect to Revolving
      Credit Loans which are Alternate Base Rate Loans and (b) 2.25% with respect
      to
      the Term Loan or the New Term Loan or any portion thereof which is an Adjusted
      Libor Loan and 0.00% per annum with respect to the Term Loan or the New Term
      Loan or any portion thereof which is an Alternate Base Rate Loan.. 

    


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

    


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

    


    “Total
      Commitment” shall mean, at any time, the aggregate of the Commitments in effect
      at such time which shall be $6,850,000.

    


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

    


    “New
      Term
      Loan” shall have the meaning set forth in Section 2.05. 

    


    “New
      Term
      Loan Commitment” shall mean the Lender’s obligation to make the New Term Loan to
      the Company on the Second Effective Date, in the amount of
      $2,500,000.

    


    “New
      Term
      Note” shall have the meaning set forth in Section 2.06.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “New
      Term
      Loan Maturity Date” shall mean March 1, 2011. 

    


    “Second
      Effective Date” shall mean March 16, 2006.

    


    (c)
       Article
      II of the Credit Agreement is hereby amended to add the following new sections
      2.05 and 2.06 immediately following Section 2.04 thereof: 

    


    SECTION
      2.05 New
      Term 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 “New
      Term Loan”) to the Company available in a single drawdown on the Second
      Effective Date in an amount not to exceed the New Term Loan Commitment. The
      New
      Term Loan may be (i) an Adjusted Libor Loan, (ii) an Alternate Base Rate Loan
      or
      (iii) a combination thereof. The New Term Loan Commitment shall terminate upon
      funding of the New Term Loan on the Second Effective Date.

     

    SECTION
      2.06 New
      Term Note.  
      The
      New
      Term Loan made by the Lender shall be evidenced by a promissory note of the
      Company, substantially in the form of Exhibit G, with appropriate insertions
      (the “New Term Note”) payable to the order of the Lender and representing the
      obligation of the Company to pay the unpaid principal amount of the New Term
      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 New Term 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 New Term
      Loan in accordance with the terms of the New Term Note and this Agreement.
      The
      New Term 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 New Term Note shall (a) be dated the Second Effective Date, (b)
      be
      stated to mature on the New Term Loan Maturity Date and (c) be payable as to
      principal in sixty (60) consecutive monthly principal installments of $41,666
      each, commencing April 1, 2006, and on the first day of each month thereafter,
      provided
      that the
      final installment on the New Term Loan Maturity Date shall be in an amount
      equal
      to the remaining principal amount then outstanding. Repayments and prepayments
      of the New Term Loan may not be reborrowed. The New Term 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. 

    


     
      (d)  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, or the New Term Loan
      Maturity Date, with respect to the New Term Loan. 

    


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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “The
      proceeds of the New Term Loan shall be used by the Company solely to refinance
      Revolving Credit Loans and other Indebtedness owing in connection with the
      Company’s acquisition of certain assets of MD On Call, LLC and Capitol Medical
      Bureau, Inc. and for other general corporate purposes.” 

    


      (f)
       The
      second and third sentences of Section 3.03(c) of the Credit Agreement is hereby
      amended and restated in its entirety to provide as follows:

    


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

    


      (g)
       Section
      7.02(g) of the Credit Agreement is hereby amended and restated in its entirety
      to provide as follows: 

    


    “(g)
       Indebtedness
      incurred in connection with any Permitted Acquisition.”

    


    (h)
       Section
      7.06(c) of the Credit Agreement is hereby amended and restated in its entirety
      to provide as follows:

    


    “(c) with
      the
      prior written consent of the Lender, Permitted Acquisitions,”

    


       (i)
       Section
      7.13(a) of the Credit Agreement is hereby amended and restated in its entirety
      to provide as follows:

    


    “(a)
       Consolidated
      Fixed Charge Coverage Ratio.
      Permit
      the Consolidated Fixed Charge Coverage Ratio at
      the
      end of each fiscal quarter of the Company, to be less than the ratio set forth
      below opposite the relevant period:

     

    
      	Fiscal Quarter Ending	 Ratio
	March 31, 2006	 1.00:1.00
	June 30, 2006	 1.00:1.00
	September 30, 2006	 1.05:1.00
	December 31, 2006 and thereafter	 1.15:1.00”


    

     

      (j) Exhibit
      G
      attached to this Amendment is hereby added as Exhibit G to the Credit
      Agreement.

    


    (k)
       Schedules
      I, II, III, V and VI attached to the Credit Agreement are hereby amended and
      replaced with Schedules I, II, III, V and VI attached to this Amendment.


    


    2. Conditions
      of Effectiveness.
      This
      Amendment shall become effective upon receipt by the Lender of (a) this
      Amendment, duly executed by the Company and each Guarantor, (b) the New Term
      Note, in the form of Exhibit
      G
      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) an amendment fee of $6,250, and (e) a Joinder Agreement from MD OnCall
      Acquisition Corp., along with an Opinion of Counsel and Secretary’s Certificate
      of MD OnCall Acquisition Corp. (with Certificate of Incorporation, By-laws,
      Resolutions and Good Standing Certificate), and such
      other documents, instruments and agreements that the Lender shall reasonably
      require with respect thereto. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.
       Miscellaneous.

    


    (a) This
      Amendment 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 shall constitute a Loan Document.

    


    (d) Except
      as
      expressly amended 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 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, 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 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, (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
      New Term 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 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 New Term 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. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

      (h) This
      Amendment 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.

    


    IN
      WITNESS WHEREOF,
      the
      Company and the Lender have caused this Amendment 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/ William
                Ewing
	 	
                
Name:
                William Ewing
	 	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, (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 New
      Term
      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
      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 New Term Loan.
      

     

    
      	 	 	 	 
	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 ACQUISITION
                  CORP.	 	 	
                
	 	 	 	 
	By:
                  /s/ Jack
                  Rhian	 	 	 
	
                  
Name:
                  Jack Rhian	 	 	 
	Title:
 President	 	 	 


        

         

      

    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

    


    


    NEW
      TERM NOTE

    


    
      	 $2,500,000	
               March
                16,
                2006

            


    

    


    FOR
      VALUE RECEIVED, AMERICAN MEDICAL ALERT CORP., a
      Delaware corporation (the “Company”), promises to pay to the order of
THE
      BANK OF NEW YORK (the
      “Lender”), on or before the Maturity Date, the principal amount of TWO
      MILLION FIVE HUNDRED THOUSAND ($2,500,000) DOLLARS, in
      sixty
      (60) consecutive equal monthly installments of $41,666 each, commencing April
      1,
      2006 and continuing on the first day of each month thereafter; provided, however,
      that
      the last such payment on the Maturity Date shall be in the amount necessary
      to
      repay in full the unpaid principal amount of the New Term 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 “New Term 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 New Term 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 New Term 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 New Term Loan, payments
      and
      other information on the attached grid schedule shall not in any manner affect
      the obligation of the Company to repay the New Term 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 The Bank of New York, located at 1401 Franklin Avenue, Garden
      City, New York 11530 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 its duly authorized
      officer as of the day and year and at the place first above
      written.

     

    
      	 	 	 
	 	AMERICAN
              MEDICAL ALERT CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name: 
                Jack Rhian

            
	 	Title:  Vice
              Preside


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    SCHEDULE

    


     

    
      	
              Date

            	
              Amount
                of

              
                Principal

                Payment

              

            	
               Outstanding

              Principal

              Balance

            	
               Type

              of

              Loan

            	
              Applicable

              Interest

              Rate


            	
              Interest

              Period


            	
               Amount
                of

              Principal

              Paid

            	
               Notation

              Made

              By

            
	 	
               

            	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


                                               
                                     EXHIBIT
      1

    


    AMERICAN
      MEDICAL ALERT CORP.

    


    Certificate

    


    Pursuant
      to Amendment No. 5 (the “Amendment ”), dated as of March 16, 2006, with respect
      to the Credit Agreement, dated as of May 20, 2002, between American Medical
      Alert Corp. (the “Company”) and 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), John Rodgers, the Secretary
      of the
      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 March
      28,
      2005, have not been amended, modified, revoked or rescinded as of the date
      hereof except pursuant to that certain Amendment to By-laws dated as of May
      23,
      2005, which Amendment was previously delivered to the Lender. 

    


    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:

     

    
      	
                          Jack
                Rhian      

            	        President	_________________________
	
                          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 16 day of March, 2006.

     

    
      
        	
                 

              	 	_________________________________
	
                 

              	
                 

              	
                Name:
                  John Rodgers

              


      

       

    

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

    


    Given
      as
      of this 16th day of March, 2006  ______________________

    Title:
      President

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A
      to Secretary’s Certificate

    


    Resolutions

    


    RESOLVED,
      that in
      connection with the amendment (the “Amendment”) to the Credit Agreement, dated
      as of May 20, 2002, between
      American Medical Alert Corp. (the “Company”) and 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 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, including, without limitation,
      the
      New Term Note in the principal amount of $2,500,000 in favor of the Lender;
      and


    


    RESOLVED,
      that
      the Company shall borrow the New Term Loan in the principal amount of
      $2,5000,000 from the Lender;

    


    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, 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.

     

    
      
        
        

      

      
        5