EXHIBIT 10(c)(ii)

                              EMPLOYMENT AGREEMENT

                  EMPLOYMENT AGREEMENT dated as of January 31, 2000 between
AMERICAN MEDICAL ALERT CORP., a New York corporation (the "Company"), with
offices located at 3265 Lawson Boulevard, Oceanside, New York 11572, and JACK
RHIAN, an individual having an address at 107 South Highland Road, Garrison, New
York 10524 ("Employee").

                              W I T N E S S E T H:

                  WHEREAS,  the  Company  desires  to  retain  the  services  of
Employee upon the terms and conditions stated herein; and

                  WHEREAS,  Employee  desires to be employed by the Company upon
the terms and conditions stated herein.

                  NOW, THEREFORE, in consideration of the mutual covenants,
conditions and promises contained herein, the parties hereby agree as follows:

                  1.  Employment.  The Company hereby  employs  Employee for the
period  beginning  January 31, 2000 and ending January 30, 2002,  unless earlier
terminated pursuant hereto (the "Initial Employment Period").  At the end of the
Initial Employment Period, the Company,  at its sole discretion,  may renew this
Employment  Agreement,  upon ninety (90) days written notice, upon substantially
the same terms and conditions for a period of twenty-four  (24) months (together
with the Initial Employment Period, the "Employment Period"); provided, however,
that if the Company determines to not renew this Agreement,  then Employee shall
receive severance pay as described in Section 10(c) hereof.

                  2. Duties.  Subject to the authority of the Board of Directors
of the Company, Employee shall be employed as Vice President and Chief Operating
Officer.  Employee will perform such duties and services  commensurate  with his
position as Vice President and Chief Operating Officer, as may from time to time
be assigned to him by the  President  and CEO,  including but not limited to (i)
administrative  responsibility  for the Company's  monitoring  center;  and (ii)
heading and implementing a pilot remote vital sign monitoring  program.

                  3. Full Time.  Employee  agrees  that he will  devote his full
time and attention  during regular business hours to the business and affairs of
the Company. The foregoing shall not prevent the purchase,  ownership or sale by
Employee of  investments  or securities of publicly held companies and any other
business  that is not  competitive  with the  Company or any  subsidiary  of the
Company so long as such  investment  does not require  active  participation  of
Employee in the management of the business of such publicly held companies, does
not interfere or conflict with the  performance of Employee's  duties  hereunder
and does not  otherwise  violate any of the  provisions  of this  Agreement,  or
Employee's participation in philanthropic  organizations to the extent that such
participation  does not interfere or conflict with the performance of Employee's
duties hereunder and does not otherwise violate any provision of this

<PAGE>

Agreement.  Employee  hereby  represents and warrants that he does not currently
own, and shall not own at any time during the Employment Period, any interest in
TransCare New York,  Corp.,  a.k.a.  Metro Care or any divisions,  successors or
affiliates thereof.

                  4.  Compensation.  In consideration of the duties and services
to be performed by Employee  hereunder,  the Company agrees to pay, and Employee
agrees to accept the amounts set forth below:

                     (a) A base salary,  to be paid on a bi-weekly basis, at the
rate of $125,000 per annum during the Employment  Period,  subject to adjustment
from time to time based on review by the Company's compensation committee, which
review  shall  take  place  on  each  twelve  (12)  month   anniversary  of  the
commencement of employment hereunder.

                     (b) As  additional  compensation,  employee  shall  receive
options under the Company's  Stock Option Plan, to purchase up to 100,000 shares
of the Company's  Common Stock,  at an exercise  price of $ 2.00 per share.  The
term of  exercise  will be five  (5)  years  from the  date of  vesting  of each
installment. As long as Employee remains employed by the Company hereunder, then
options to  purchase  20,000  shares of Common  Stock  shall vest on January 31,
2001;  options to purchase  30,000  shares of Common Stock shall vest on January
31, 2002;  and options to purchase  50,000  shares of Common Stock shall vest on
January  31,  2003;  provided,  however,  that in the event that the  Employment
Agreement is not renewed  pursuant to Section 1 hereof,  any remaining  unvested
options  shall  become  vested on January 31, 2002.  In the event that  Employee
breaches  Section 7 or 8  hereof,  then (i) all  profits  or gains  realized  by
Employee  as a result of the  exercise  of any  portion of the  options  granted
hereunder or the sale of any of the shares  underlying  such  options,  shall be
forfeited  and  returned to the  Company,  and (ii) any of the then  unexercised
portion of the options shall be immediately terminated, including any provisions
with  respect  to  termination  or  limited  exercise  periods  in the  event of
termination of Employee's employment hereunder.

Notwithstanding anything contrary to this Section 4(b), the grant of options
pursuant to this Section 4(b), is contingent and conditioned upon approval by
the Company's shareholders of an option plan reserving sufficient shares for the
grant of the options specified above. The options specified herein shall be
subject to all provisions of such plan.

                     (c) Additional Compensation - The Company agrees to pay the
Employee  additional  compensation  upon the  achievement  of certain  goals and
milestones to be determined,  and approved by the  compensation  committee.  The
additional  compensation  plan should be determined on or before April  30,2000.

                     (d)  The  compensation  provided  for  herein  shall  be in
addition to any retirement,  profit sharing,  insurance or similar benefit which
may at any time be payable  to  Employee  pursuant  to any plan or policy of the
Company  relating to such  benefits,  which  additional  benefits  shall be made
available to Employee on the same basis as they are generally  made available to
other executive officers of the Company.  Such compensation shall be in addition
to any options  which may be granted under any stock option plan of the Company.

                                      -2-
<PAGE>

                     (e)  Upon  submission  of  appropriate  documentation  with
respect  thereto,  the Company shall  reimburse  Employee in accordance with the
Company's  normal  policies for all  reasonable  travel,  hotel,  meal and other
expenses properly incurred by him in the performance of his duties hereunder.

                     (f) The Company  shall  provide  Employee with Group Health
Insurance  consistent with coverage  offered to other Executive  Officers of the
Company.

                     (g) The Company shall  provide  Employee with the use of an
automobile, selected by Employee and leased by the Company, with all expenses of
operation,  such as insurance,  gas, oil and repair, paid for by the Company and
having a cost to the Company,  including lease charges, not to exceed $1,000 per
month in the  aggregate.

                  5.  Vacation.  Employee  shall be  entitled to three (3) weeks
vacation each fiscal year, to be taken at such time as is mutually convenient to
the Company and Employee.

                  6.  Disability.  In the event that  Employee  shall be, in the
sole  judgment  of  the  Company,  unable  to  perform  because  of  illness  or
incapacity,  physical or mental,  the duties and services to be performed by him
hereunder for a period of sixty (60)  consecutive days or an aggregate period of
more than ninety (90) days in any  12-month  period,  the Company may  terminate
this  Agreement  after the  expiration  of such period.  Upon such  termination,
Employee  shall be entitled to receive  the base  salary  provided by  paragraph
4(a), and the additional  benefits,  if any, provided by paragraph 4(f), in each
instance computed up to the date of termination.

                  7. Confidential  Information.  (a) The Employee recognizes and
acknowledges that the Company owns,  controls and has exclusive access to a body
of  existing  technical  knowledge  and  technology,  and that the  Company  has
expended and is  expending  substantial  resources  in a  continuing  program of
research,  development and production with respect to its business.  The Company
possesses  and will  continue  to possess  information  that has been or will be
created,  discovered or developed,  or has or will otherwise become known to the
company,  and/or  in which  property  rights  have been or will be  assigned  or
otherwise conveyed to the Company, which information has commercial value in the
business in which the Company is engaged. All of the aforementioned  information
is hereinafter called "Confidential Information." By way of illustration but not
limitation,   Confidential   Information   includes   all  data,   compilations,
blueprints, plans, audio and/or visual recordings and/or devices, information on
computer disks, software in various stages of development,  source codes, tapes,
printouts   and   other   printed,   typewritten   or   handwritten   documents,
specifications,  strategies,  systems,  schemes,  methods  (including  delivery,
storage, receipt,  transmission,  presentation and manufacture of audio, visual,
informational  or other data or  content),  business and  marketing  development
plans,  customer lists,  prospects lists,  employee files, research projections,
processes,  techniques,  designs, sequences,  components,  programs, technology,
ideas,  know-how,  improvements,   inventions  (whether  or  not  patentable  or
copyrightable),  information  about operations and  maintenance,  trade secrets,
formulae,  models,  patent disclosures and any other information  concerning the
actual or  anticipated  business,  research or development of the Company or its
actual or potential  customers or partners or which is or has been  generated or
received in  confidence  by the Company by or from any person,  and all tangible
and  intangible  embodiments

                                      -3-

<PAGE>

thereof  of  any  kind  whatsoever   including  where  appropriate  and  without
limitation all compositions,  machinery,  apparatus, records, reports, drawings,
copyright applications,  patent applications,  documents and samples prototypes,
models, products and the like.  Confidential  Information also includes any such
information  as to which the Company is bound under  confidentiality  agreements
with third parties,  and any information  which the Company has obtained or will
obtain  from its  clients  or any other  party and which the  Company  treats as
confidential, whether or not owned or developed by the Company.

                     (b) The Employee acknowledges that, solely by reason of his
employment  by the Company,  the Employee has been or will be in a  confidential
relationship  with the  Company,  and that the  Employee  has or will  come into
possession  of,  have  access  to,  have  knowledge  of  or  contribute  to  the
Confidential Information.

                     (c) Employee represents, warrants and agrees as follows:

                     (i) All of the Confidential Information is a valuable asset
of the  Company  and is,  will be and  shall at all  times  remain  the sole and
exclusive property of the Company.

                     (ii) But for the Employee's  employment by the Company, the
Confidential Information would not have been disclosed to the Employee.

                     (iii) The employee will not, directly or indirectly, either
during his or her  employment or at any time  thereafter,  except as required in
the  conduct  of the  Company's  business  or as  authorized  in  writing by the
Company, use, publish,  appropriate,  exploit,  copy, summarize,  communicate or
disclose to any third party Confidential Information.

                     (iv) The Employee understands, acknowledges and agrees that
this  Agreement  applies  regardless  of  whether  there are any  changes in the
Employee's  job  duties,  job  title,  location  of  place  or work or  division
assignment.

                     (v) Upon termination of the employee's  employment with the
Company,  the Employee shall immediately deliver or cause to be delivered to the
Company all of the  Confidential  Information  in the  Employee's  possession or
control,  including,  without  limitation:  originals  and/or  copies  of books;
catalogues;  sales brochures;  customer lists;  price lists;  employee  manuals;
operation  manuals;  marketing and sales plans and strategies;  files;  computer
disks; and all other documents and materials, in any form whatsoever, reflecting
or  referencing  Confidential  Information  as  well  as all  of  the  materials
furnished  to or acquired by the Employee as a result of or during the course of
the Employee's employment by the Company.

                  8.  Non-Competition.  (a) For a period  of one year  after the
termination  of the  Employee's  employment  with the Company  (the "Non Compete
Period"),  the Employee  shall not, for himself or on behalf of any other person
or entity  within North  America that offers  products or services that directly
compete with the products or services offered by the Company,  solicit, have any
contact with or accept business from, any of the Company's customers or clients,
or known customer or client prospects, or otherwise induce or influence any such
customer or client or known customer or client  prospect to reduce its volume of
business,  or  terminate  or divert its  relationship  or  otherwise  in any way
adversely affect its relationship, with the Company.


                                      -4-


<PAGE>

                     (b) The Employee further  acknowledges that it is essential
to the  protection  of the  Company's  business  that the Employee be restrained
from: (i) soliciting or inducing any employee of the Company to leave his or her
employment;  and (ii) hiring or  attempting to hire any employee of the Company.
The Employee agrees that, during the Employee's  employment with the Company and
for a period  of one year  thereafter,  the  Employee  shall  not,  directly  or
indirectly,  solicit or induce, or attempt to solicit or induce,  any current or
future employee of the Company to leave the Company for any reason.

                     (c) The Employee  further  acknowledges and agrees that the
Employee shall not, during the Employee's  employment with the Company and for a
period  of  one  year  thereafter   (together  with  the  period   described  in
subparagraph (b) of this Section, the "Non Solicitation Period"), for himself or
herself or on behalf of any other person,  firm or entity within North  America,
become  engaged in any business or activity  which  directly  competes  with any
product or service sold or being  developed  by the Company,  or any business or
activity engaged in by the Company.

                     (d) The  restrictions  and  limitations  contained  in this
Paragraph 8 are acknowledged by the Employee and the Company to be reasonable as
to scope and duration and to be necessary to protect the  Company's  proprietary
interests in its Confidential  Information,  and to preserve for the Company the
competitive  advantage derived from maintaining the Confidential  Information as
secret.

                     (e)  In  the  event  that  any  of  the   restrictions  and
limitations  contained  in  this  Paragraph  8  are  deemed  unreasonable  or to
otherwise exceed the time and/or geographic  limitations permitted by applicable
law,  such  provisions of this  Paragraph  shall be reformed to the maximum time
and/or geographic limitations permitted by applicable law.

                     (f)  The  Employee  acknowledges  and  agrees  that  it  is
impossible  to measure in money the damages  which will accrue to the Company if
the  Employee   shall  breach  or  be  in  default  of  any  of  the  Employee's
representations or agreements set forth in this Agreement.  Accordingly,  if the
Employee breaches or is in default of any of the  representations  or agreements
set forth in  Paragraph 7 or 8 above,  the Company  shall have the full right to
seek  injunctive  relief,  in addition to any other existing  rights provided in
this Agreement or by operation of law,  without the requirement of posting bond.
If any action or  proceeding  is  instituted  by or on behalf of the  Company to
enforce any term of this  Agreement,  the  Employee  hereby  waives any claim or
defense  thereto  that the  Company  has an  adequate  remedy at law or that the
Company has not been,  or is not being,  irreparably  injured by the  Employee's
breach or  default.  The rights and  remedies  of the  Company  pursuant to this
Paragraph  are  cumulative,  in addition to, and shall not be deemed to exclude,
any other right or remedy which the Company may have pursuant to this  Agreement
or otherwise, at law or in equity.

                  9. Representations and Warranties of Employee.

                  (a)  The  Employee   represents   and  warrants  that  he  has
terminated  employment  with one or more prior employers and that his employment
by the Company and the


                                      -5-


<PAGE>

use by the  Company of any skills and  knowledge  that she may have,  are not in
violation  of the  terms  of any  contract  that he is a party  to or any  other
applicable provision of the law.

                  (b) The Employee  represents and warrants that his performance
of all the terms of this  Agreement and his duties as an employee of the Company
does not now and will not  knowingly  breach any agreement to keep in confidence
confidential  information acquired by him in confidence or in trust prior to his
employment with the Company.  The Employee further  represents and warrants that
he has not entered into and he will not enter into any agreement  either written
or oral in conflict herewith.

                  (c)  The  Employee  represents  and  warrants  that he has not
brought and will not bring with him to the Company or use in the  performance of
his responsibilities at the Company (a) any materials, documents or confidential
information  of a former  employer  which  are not  generally  available  to the
public,  unless he has obtained written  authorization  from the former employer
for their possession and use, or (b) any confidential information which he knows
or  should  have  known  has been  acquired  by  improper  means,  or  otherwise
misappropriated from another person. Employee warrants and represents that he is
free to enter into this  Agreement  and to  perform  the  services  contemplated
thereby and that such actions will not constitute a breach of, or default under,
any existing agreement.

                  (d) The Employee  hereby agrees to indemnify and hold harmless
the Company  from and against any and all  losses,  costs  damages and  expenses
(including,  without  limitation,  its reasonable  attorneys'  fees) incurred or
suffered by the Company  resulting from any breach by the Employee of any of his
representations or warranties set forth in this Paragraph 9.

                  10. Termination.

                  (a) The Company may terminate this Agreement  immediately  for
cause,  without  liability (other than for the base salary provided in paragraph
4(a)  accrued  to the date of  termination)  in the event of (i)  conviction  of
Employee of a felony,  (ii)  commission of acts of dishonesty or moral turpitude
constituting fraud or embezzlement, (iii) violation by Employee of the policies,
procedures, guidelines or directions of the Board of Directors, not corrected by
written notice.  (vi) negligence by the Employee in the performance,  or willful
disregard  by  the  Employee's  obligations  hereunder,  or  (v)  breach  of any
provision of this Employment Agreement, not corrected by written notice.

                  (b) In  the  event  the  Company  decides  to  terminate  this
Agreement  without  cause  within  the first six (6) months of  employment,  the
Employee shall receive,  in  consideration of his continuing  obligations  under
Sections 7 and 8 hereof,  payment of salary, based on the then applicable salary
level,  for a  period  of six (6)  months  from  the  date of such  termination,
inclusive of benefits that would  normally be due the Employee,  not  including,
however, the benefits described in Section 4(f) hereof.

                  (c) In  the  event  the  Company  decides  to  terminate  this
Agreement  without  cause  after  the  first  six (6)  months  and  prior to the
completion of the Initial  Employment  Period,  or does not renew this Agreement
pursuant to Section 1 hereof,  then  Employee's  employment  shall terminate and
Employee shall receive,  in  consideration of his continuing  obligations  under

                                      -6-


<PAGE>


Sections 7 and 8 hereof,  payment of salary, based on the then applicable salary
level,  for a period of twelve (12)  months  from the date of such  termination,
inclusive of benefits that would  normally be due the Employee,  not  including,
however,  the benefit  described in Section  4(f) hereof.

                     (d) In the event that Employee is terminated  without cause
and Employee  breaches any of the  provisions  of Sections 7 and 8 hereof during
the Non  Compete and the Non  Solicitation  periods,  then the Company  shall be
permitted to suspend any further payments, if any, due to Employee under Section
10(b) or (c) hereof,  without  prejudice  to any of it rights or remedies  under
this Agreement.

                  11. No Waiver.  The  failure of any of the  parties  hereto to
enforce any provision  hereof on any occasion shall not be deemed to be a waiver
of any  preceding  or  succeeding  breach  of  such  provision  or of any  other
provision.

                  12. Entire  Agreement.  This Agreement  constitutes the entire
agreement and understanding of the parties hereto and no amendment, modification
or waiver of any provision herein shall be effective unless in writing, executed
by the party charged therewith.

                  13.   Governing  Law.  This  Agreement   shall  be  construed,
interpreted and enforced in accordance with and shall be governed by the laws of
the State of New York  applicable to agreements to be wholly  performed  therein
without giving effect to principles of conflicts of law.

                  14. Binding Effect. This Agreement shall bind and inure to the
benefit of the parties, their successors and assigns.

                  15.  Assignment and  Delegation of Duties.  This Agreement may
not be  assigned by the parties  hereto  except that the Company  shall have the
right to assign this  Agreement to any  successor in  connection  with a sale or
transfer of all or substantially  all of its assets, a merger or  consolidation.
This Agreement is in the nature of a personal  services  contract and the duties
imposed hereby are non-delegable.

                  16.  Paragraph  Headings.  The paragraph  headings herein have
been inserted for  convenience  of reference  only and shall in no way modify or
restrict any of the terms or provisions hereof.

                  17. Notices. Any notice under the provisions of this Agreement
shall be in writing,  shall be sent by one of the following  means,  directed to
the  address  set forth on the first  page of this  Agreement  or to such  other
address as shall be designated hereunder by notice to the other party, effective
upon actual receipt and shall be deemed  conclusively to have been given: (i) on
the first business day following the day timely deposited for overnight delivery
with Federal Express (or other equivalent national overnight courier service) or
United States Express Mail, with the cost of delivery prepaid or for the account
of the sender;  (ii) on the fifth  business day  following  the day duly sent by
certified or registered  United States mail,  postage prepaid and return receipt
requested;  or (iii) when  otherwise  actually  received by the  addressee  on a
business day (or on the next business day if received  after the close of normal
business hours or on any non-business day).


                                      -7-


<PAGE>

                  18. Unenforceability;  Severability.  If any provision of this
Agreement  is  found  to be  void  or  unenforceable  by a  court  of  competent
jurisdiction, the remaining provisions of this Agreement shall, nevertheless, be
binding  upon  the  parties  with  the same  force  and  effect  as  though  the
unenforceable part has been severed and deleted.


                                      -8-
<PAGE>



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

                                EMPLOYEE:

                                /s/ Jack Rhian
                                ---------------------------------------------
                                Jack Rhian


                                COMPANY:

                                AMERICAN MEDICAL ALERT CORP.


                                By: /s/ Howard M. Siegel
                                   ------------------------------------------
                                   Name:   Howard M. Siegel
                                   Title:  President and Chief Executive Officer

                                      -9-