EXHIBIT 4.2(ii)


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THEY MAY NOT BE
OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT
OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED FOR SUCH TRANSACTION UNDER THE SECURITIES ACT.

                          AMERICAN MEDICAL ALERT CORP.
                              3265 LAWSON BOULEVARD
                               OCEANSIDE, NY 11572

                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------

                       DATE OF ISSUANCE: November 21, 2000

    RIGHT TO PURCHASE 105,000 SHARES OF COMMON STOCK (SUBJECT TO ADJUSTMENT)



         For value received, AMERICAN MEDICAL ALERT CORP., a New York
corporation (the "COMPANY"), hereby grants to Harriet Campbell Incorporated, its
successors and permitted assigns (the "REGISTERED HOLDER"), the right to
purchase from the Company 105,000 shares (as adjusted pursuant to Section 3
hereof) of the Company's Common Stock, $.01 par value per share, at a price of
$2.00 per share (as adjusted pursuant to Section 3 hereof, the "EXERCISE
PRICE"). The amount and kind of securities which may be purchased pursuant to
the rights granted under this Warrant and the purchase price for such securities
are subject to adjustment pursuant to the provisions contained in this Warrant.
This Warrant shall be freely transferable subject to the provisions of Section 8
hereof, and such transferee shall be entitled to exercise all rights under this
Warrant, and shall be subject to all restrictions and limitations set forth
herein, and such transferee shall be, upon transfer, the Registered Holder of
this Warrant, as such term is used herein, in place of the transferor.

         This Warrant is subject to the following provisions:

         1. Definitions.  As used in this Warrant,  the following terms have the
meanings set forth below:

                  "AFFILIATE" means, with respect to any Person, any other
Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such Person.

                  "ASSET PURCHASE AGREEMENT" means that certain Asset Purchase
Agreement of

<PAGE>

even date herewith by and among the Company, HCI Acquisition Corp.,
a New York corporation and wholly-owned subsidiary of the Company, Harriet
Campbell Incorporated, a New York corporation, and Angus Campbell, an
individual.

                  "COMMISSION"  means the United States  Securities and Exchange
Commission.

                  "COMMON STOCK" means the Company's Common Stock, $.01 par
value per share.

                  "DATE OF ISSUANCE" shall have the meaning specified in Section
9 of this Warrant.

                  "MARKET  PRICE" means as to any  security,  the daily  closing
price for the period in  question.  The closing  price for each day shall be the
last reported  sales price or, in case no such reported sale takes place on such
day, the average of the reported closing bid and asked prices, in either case on
the principal national  securities  exchange on which the Common Stock is listed
or admitted to trading,  or on the Nasdaq  Stock  Market or on the OTC  Bulletin
Board,  if that is the principal  market for such security,  or if not listed or
admitted to trading on any national  securities  exchange or on the Nasdaq Stock
Market or on the OTC Bulletin Board, the average of the highest reported bid and
lowest  reported  asked  prices as  furnished  by the  National  Association  of
Securities  Dealers  or, in the absence of any of the  foregoing,  such price as
shall be determined by the Board Directions in its good faith discretion.

                  "PERSON" means an individual, a partnership,  a corporation, a
trust,  a  joint  venture,  a  limited  liability  company,   an  unincorporated
organization,  a government  or any  department  or agency  thereof or any other
entity.

                  "SALE TRANSACTION" means

                  (a) any of the following  transactions  effected with a Person
not an  Affiliate  of the  Company  prior to the  transaction:  (i) a merger  or
consolidation  of the Company with or into another issuer;  (ii) the exchange or
sale of all or a portion of the outstanding shares of the Company for securities
of another issuer, or other consideration  provided by such issuer or by another
party to such  transaction;  or (iii) the issuance of equity  securities  of the
Company or  securities  convertible  into equity  securities,  in  exchange  for
securities of another issuer or other  consideration  provided by such issuer or
by another  party to such  transaction;  and in the case of either (i),  (ii) or
(iii),  the Company's  shareholders  prior to the  transaction,  do not possess,
immediately after such transaction, more than 50% (not including the holdings of
the other issuer or affiliate  thereof,  if such Person was a shareholder of the
Company prior to the  transaction) of the voting power of any one or more of the
following: (x) the Company; (y) such other issuer; or (z) such other constituent
party to the transaction; or

                  (b) a sale of all or substantially all of the Company's assets
to a third  party not an  Affiliate  of the  Company  immediately  prior to such
transaction.

                  "TRADING  DAY"  means a day on which the  principal  exchange,
market,  or  interdealer  quotation  system where the Company's  Common Stock is
traded is open for trading,  or if the Company's Common Stock is not then traded
on any  securities  exchange,  market

                                      -2-
<PAGE>

(including the NASDAQ Stock Market) or through an interdealer  quotation  system
(such as the OTC  Bulletin  Board or Pink  Sheets),  then a Trading Day shall be
defined as a day on which the New York Stock Exchange is open for trading.

                  "WARRANTS" means this Warrant and all stock purchase warrants
issued in exchange therefor pursuant to the terms thereof.

                  "WARRANT STOCK" means shares of the Company's authorized but
unissued Common Stock, as adjusted from time to time in the manner provided
herein, issuable upon the exercise of the Warrants; provided that if there is a
change in the class of securities issuable upon exercise of the Warrant, then
the term "WARRANT STOCK" will mean one share of the security issuable upon
exercise of the Warrant if such security is issuable in shares, or will mean the
smallest unit in which such security is issuable if such security is not
issuable in shares.

         2. Exercise of Warrant.

                  2.1. Exercise Period. The Registered Holder may exercise this
Warrant, in whole or in part (but not as to a fractional share of Warrant
Stock), at any time and from time to time after its Date of Issuance and prior
to 5:00 p.m. (New York time) on December 20, 2005, (the "EXERCISE PERIOD"),
subject to Section 5.

                  2.2.     Exercise Procedure.

                  (a) This Warrant will be deemed to have been exercised at such
time as the Company  has  received  all of the  following  items (the  "EXERCISE
DATE"):

                  (i)  a  completed  Exercise  Agreement,  as  described  below,
         executed by the Person  exercising  all or part of the purchase  rights
         represented by this Warrant;

                  (ii) this Warrant;

                  (iii) a bank check  payable to the Company in the amount equal
         to the product of the Exercise Price multiplied by the number of shares
         of Warrant Stock being purchased upon such exercise;

                  (iv) in lieu of the bank check referred to in (iii) above, the
         Registered  Holder may exercise this Warrant by issuing an  irrevocable
         instruction letter to a securities broker reasonably  acceptable to the
         Company,  providing  that the  shares of  Warrant  Stock for which this
         Warrant is being  exercised will be  immediately  resold by said broker
         and  proceeds in an amount  equal to the  Exercise  Price,  without any
         deduction  therefrom,  will be immediately remitted to the Company upon
         such sale. In connection  therewith,  the Registered  Holder will enter
         into an agreement for a coordinated  procedure with the Company and the
         broker to  provide  for the  remittance  of the  Exercise  Price to the
         Company through the proceeds of such sale; and

                                      -3-
<PAGE>

                  (v) in addition,  the Registered  Holder of this Warrant shall
         be required as a condition to the exercise thereof,  to affirm that the
         representations  and  warranties  set forth in  Section 11 are true and
         correct at and as of the date of exercise of this Warrant.

         (b) Certificates for shares of Warrant Stock purchased upon exercise of
this Warrant will be delivered by the Company to the  Registered  Holder  within
thirty days after the Exercise  Date.  Unless this Warrant has expired or all of
the purchase rights  represented  hereby have been  exercised,  the Company will
prepare a new Warrant,  substantially identical hereto,  representing the rights
formerly  represented by this Warrant which have not expired or been  exercised.
The Company will, within such thirty day period, deliver such new Warrant to the
Registered Holder.

         (c) The Warrant  Stock  issuable upon the exercise of this Warrant will
be deemed to have been issued to the Registered Holder on the Exercise Date, and
the Registered  Holder will be deemed for all purposes to have become the record
holder of such Warrant Stock on the Exercise Date, irrespective of whether stock
certificates have yet to be delivered.

         (d) The  issuance  of  certificates  for shares of  Warrant  Stock upon
exercise of this Warrant will be made without  charge to the  Registered  Holder
for any transfer or issuance  taxes in respect  thereof (which the Company shall
pay  when due and  payable),  or any  other  cost  incurred  by the  Company  in
connection  with such  exercise  and the  related  issuance of shares of Warrant
Stock;  provided,  however, that if the shares of Warrant Stock are to be issued
in a name other than that of the  Registered  Holder,  then such  Warrant  Stock
shall be delivered only when the person requesting such delivery has paid to the
Company the amount of transfer taxes or charges required in connection with such
issuance, if any.

         (e) The  Company  will not close its  books  for the  transfer  of this
Warrant or of any share of Warrant Stock issued or issuable upon the exercise of
this Warrant in any manner  which  interferes  with the timely  exercise of this
Warrant.  The  Company  will from  time to time  take all such  action as may be
necessary to assure that the par value per share of the unissued  Warrant  Stock
acquirable  upon  exercise of this Warrant is at all times equal to or less than
the Exercise Price then in effect.

         (f) Each certificate representing shares of Warrant Stock shall, except
as otherwise provided in this Section 2.2(f), be stamped or otherwise  imprinted
with a legend substantially in the following form:

                  "TRANSFER OF THIS CERTIFICATE IS RESTRICTED PURSUANT
                  TO THE  PROVISIONS OF THE SECURITIES ACT OF 1933, AS
                  AMENDED (THE "ACT"),  AND EACH HOLDER  AGREES NOT TO
                  TRANSFER  THE  SHARES  REPRESENTED  THEREBY,  UNLESS
                  TRANSFER OF THE SHARES IS  REGISTERED  UNDER THE ACT
                  OR IT HAS  RECEIVED  AN OPINION  OF COUNSEL  THAT AN
                  EXEMPTION UNDER THE ACT EXISTS TO PERMIT SAME."

                                      -4-
<PAGE>

                  A  certificate  shall not bear such legend if the  transfer of
the  Warrant  Stock has been  registered  under the  Securities  Act,  or in the
opinion  of  counsel  satisfactory  to the  Company,  the  Warrant  Stock may be
publicly sold without registration under the Securities Act.

                  2.3.  Exercise  Agreement.  The  Exercise  Agreement  will  be
substantially  in the form set forth in  Exhibit I  hereto,  except  that if the
shares of  Warrant  Stock  are not to be  issued  in the name of the  Registered
Holder of this Warrant,  the Exercise  Agreement will also state the name of the
Person  to whom the  certificates  for the  shares  of  Warrant  Stock are to be
issued,  and if the  number  of shares of  Warrant  Stock to be issued  does not
include  all the shares of Warrant  Stock  purchasable  hereunder,  it will also
state the name of the Person to whom a new Warrant for the  unexercised  portion
of the rights hereunder is to be delivered.

                  2.4. Fractional Shares. If a fractional share of Warrant Stock
would be issuable upon exercise of the rights  represented by this Warrant,  the
Company will, within 10 days after the Exercise Date,  deliver to the Registered
Holder a check  payable  to the  Registered  Holder  in lieu of such  fractional
share, in an amount equal to the Current Market Price of such  fractional  share
as of the close of business on the Exercise Date.

         3. Exercise Price and Adjustment of Number of Shares.

                  3.1.     General.

                  (a) The  Exercise  Price  and the  number  and type of  shares
issuable upon  exercise of this Warrant will be subject to adjustment  from time
to time pursuant to this Section 3.

                  (b) Reorganization,  Reclassification, Merger or Sale. In case
the Company shall effect a reorganization,  reclassification  of the outstanding
common stock, merger,  exchange of shares,  consolidation,  sale, lease or other
disposition of the Company's assets, including a Sale Transaction (collectively,
a   "Reorganization   Transaction"),   and,   pursuant  to  the  terms  of  such
Reorganization  Transaction,  shares of stock or other  securities,  property or
assets of the Company, successor or transferee or an Affiliate thereof are to be
received by or distributed to the holders of Common Stock,  then each Registered
Holder shall be provided  with written  notice from the Company  informing  each
Registered Holder of the terms of such  Reorganization  Transaction,  and of the
record date thereof for any distribution  pursuant thereto,  at least 10 days in
advance of such record date, and each Registered  Holder shall have, in addition
to the rights  provided  for herein (or in the event the Common Stock is changed
into a  different  security  or is  extinguished,  then in lieu of the  right to
receive  Common  Stock  upon  exercise  hereof),  the right to  receive,  at the
Registered  Holder's election,  either (i) upon exercise of the Warrants held by
such  Registered  Holder,  the  number of  shares of stock or other  securities,
property or assets of the Company,  successor transferee or Affiliate thereof or
cash receivable  upon or as a result of such  Reorganization  Transaction,  by a
holder  of the  number of shares  of  Common  Stock  for which  such  Registered
Holder's  Warrants are then exercisable  immediately prior to such event or (ii)
if provided  for  pursuant  to the terms or  provisions  of such  Reorganization
Transaction, the securities into which the Warrants are converted into, upon, or
as a result of, such Reorganization

                                      -5-
<PAGE>

Transaction.  The provisions of this paragraph (b) of this  Subsection 3.1 shall
similarly  apply to successive  Reorganization  Transactions  discussed  herein,
provided  the Warrant has not been  canceled in a Sale  Transaction  pursuant to
Section 5.

                  (c) Subdivision or Combination of Common Stock. If the Company
declares a dividend or other distribution payable to its holders of Common Stock
in shares of Common Stock or subdivides its  outstanding  shares of Common Stock
into a larger number or combines its  outstanding  shares of Common Stock into a
smaller  number,  then the Exercise  Price in effect  immediately  prior to such
dividend,   subdivision   or   combination,   as  the  case  may  be,  shall  be
proportionately and appropriately increased or decreased.

                  (d) Notice of Adjustment. Whenever the Exercise Price shall be
adjusted as provided in this  Subsection  3.1, the Company shall forthwith file,
at the office of the transfer agent for the Warrants, at the principal office of
the  Company or at such  other  place as may be  designated  by the  Company,  a
statement,  certified by the chief financial officer of the Company,  showing in
detail the facts  requiring such adjustment and the Exercise Price that shall be
in effect  after such  adjustment.  The Company  shall also cause a copy of such
statement  to be sent by first class mail,  postage  prepaid to each  Registered
Holder  at such  Registered  Holder's  address  as shown in the  records  of the
Company.

                  3.2.  Adjustment to Number of Shares of Common Stock  Issuable
upon  Exercise.  Upon each  adjustment of the Exercise Price pursuant to Section
3.1(c)  hereof,  the total  number of shares of Common Stock  issuable  upon the
exercise  of this  Warrant  shall be such  number  of  shares  of  Common  Stock
(calculated to the nearest 1/100th of a share) issuable at the Exercise Price in
effect  immediately  prior to such  adjustment  multiplied  by a  fraction,  the
numerator of which shall be the Exercise  Price in effect  immediately  prior to
such  adjustment  and the  denominator  of which shall be the Exercise  Price in
effect immediately after such adjustment.

         4. Put Option.

                  (a) Subject to the terms and  provisions of this Section 4 for
a period of ten Trading Days  beginning on the first Trading Day after the fifth
anniversary  of the Date of  Issuance  (the  "Redemption  Notice  Period"),  the
Registered  Holder shall have the right to require the Company to repurchase and
redeem this Warrant,  in whole and not in part,  upon written notice ("Notice of
Redemption")  given by  Holder no later  than  5:00 p.m.  on the last day of the
Redemption  Notice  Period,  and the Company  shall be  obligated  to redeem and
repurchase  this Warrant,  within 5 days after the end of the Redemption  Notice
Period.

                  (b) The  aggregate  purchase  price for the  redemption of the
Warrant (the  "Redemption  Price") shall be equal to $6 (the "Put Factor") minus
the  Exercise  Price,  multiplied  by the  number  of shares  of  Warrant  Stock
underlying this Warrant at such time. For example, assuming the number of shares
of Warrant  Stock  underlying  this Warrant is equal to 105,000,  the  aggregate
Redemption Price shall be equal to that number  multiplied by $4.00 or $420,000.
In no event shall the aggregate Redemption Price exceed $420,000.

                  In the event of an  adjustment  to the Exercise  Price of this
Warrant

                                      -6-
<PAGE>

pursuant to the  provisions  of Section 3, then the Put Factor shall be
adjusted  proportionately  to any adjustment to the Exercise Price. For example,
in the event of a 2 for 1 forward  stock split,  the Exercise  Price and the Put
Factor  would both be reduced by half and the number of shares of Warrant  Stock
underlying the Warrant would be doubled.

                  As  a  further   illustration   of  the   operation   of  this
sub-paragraph  (a),  assume that a forward two for one stock split has  occurred
and assume that the  Registered  Holder  after such stock split  exercises  this
Warrant  for one  quarter  of the shares of Warrant  Stock  issuable  under this
Warrant.  In such a case,  the stock split would have caused the Exercise  Price
and the Put Factor to be adjusted  proportionately  so that the  Exercise  Price
would be $1.00  and the Put  Factor  would be  $3.00.  The  number  of shares of
Warrant Stock originally  issuable  (105,000)  would,  pursuant to the split, be
adjusted to 210,000. Since this Warrant will have been exercised for one quarter
of the shares of Warrant Stock issuable after giving effect to the forward stock
split (52,500), there would only be 157,500 shares of Warrant Stock remaining to
be exercised under the Warrant. The Redemption Price for the unexercised portion
of the Warrant would then be equal to 157,500  multiplied by $2.00 (equal to the
Put Factor - $3.00 minus the then current Exercise Price - $1.00) or $315,000.

                  (c) Notwithstanding  Section 4(a) and 4(b) above, in the event
that at the time the  Company  receives  the Notice of  Redemption,  the Warrant
Stock then underlying the Warrant (i) has been registered for resale or (ii) may
be resold pursuant to Rule 144 as promulgated under the Securities Act, then the
Company may, at its option,  in lieu of redeeming the Warrant under Section 4(a)
and 4(b),  require,  after receipt of the Notice of Redemption,  that the Holder
exercise  this Warrant in  accordance  with Section 2 hereof and,  within 5 days
after such exercise, the Company shall pay to the Registered Holder an aggregate
amount equal to the Put Factor (as the same may be adjusted  from time to time),
minus the average  Market Price per share of the  Company's  Common Stock during
the  Redemption  Notice  Period,  multiplied  by the number of shares of Warrant
Stock then  underlying  the Warrant.  The Company  shall advise  Holder within 5
trading  days  after the  receipt  of the  Notice of  Redemption,  whether it is
choosing  to honor its  obligations  under  Section  4(a) and (b) or under  this
Section (4)(c).

                  (d) The  provisions  of  this  Section  4 shall  automatically
terminate and be  inapplicable  if at any time,  from the Date of Issuance until
the commencement of the Redemption Notice Period,  the Market Price per share of
the  Company's  Common Stock exceeds the Put Factor (as the same may be adjusted
from time to time) for 10 consecutive Trading Days.

                  (e) In the event the Common  Stock is changed or  extinguished
in a Reorganization  Transaction,  which is not a Sale Transaction and therefore
does not result in a  cancellation  of the Warrant  under Section 5, the Company
will in good faith  adjust the  provisions  of this Section 4 to apply it to the
stock to which the Common Stock has been  changed,  or to the stock  received in
exchange  or  cancellation  therefor,  so as to  give  effect  to the  essential
purposes of this paragraph 4.

                  (f) The  Company's  obligation  to make any payment under this
Section 4 shall be subject,  irrespective  of any transfer or assignment of this
Warrant, to the Company's setoff and other rights under Section 9.4 of the Asset
Purchase Agreement.

                                      -7-
<PAGE>

         5. Cancellation of Warrant. Unless previously exercised pursuant to the
provisions  hereof,  this  Warrant  shall be canceled  and all rights  hereunder
extinguished upon the earlier of:

                  (a) December 20, 2005 at 5:00 p.m. (New York time), or if such
day is not a Trading Day, then the next Trading Day; or

                  (b) the closing of a Sale Transaction; provided, however, that
the Company  shall,  effective  upon closing of a Sale  Transaction,  pay to the
Registered  Holder  in  cancellation  of the  Warrant,  an  amount  equal to the
Redemption  Price, said amount to be (i) paid in cash, or (ii) at the Registered
Holder's  option,  such  amount  may be paid in the same  type of  consideration
(assets,  securities or other property),  and in the same relative proportion of
such  consideration  (if more than one type of  consideration is provided) as is
payable to each holder of Common Stock in such Sale Transaction.  In the case of
payment in accordance with subparagraph  5(b)(ii):  (x) securities paid shall be
valued at the value  attributed to them by the parties to the Sale  Transaction,
or if no such value has been so attributed,  at the average Market Price of such
securities  during the 10 Trading Day period  preceding  the closing of the Sale
Transaction;  (y) cash shall be valued at face value;  and (z) any other type of
consideration shall be valued at the value attributed by the parties to the Sale
Transaction,  or if no such value has been so attributed, then the value of such
other  consideration shall be as determined in good faith by the Company's Board
of  Directors.  In the event the  Registered  Holder  determines to exercise the
Warrant prior to the closing of a Sale Transaction, it must do so no less than 5
days prior to the closing of such Sale Transaction; provided, however, that such
exercise may be made contingent on the closing of such Sale Transaction.

                  (c) Notwithstanding the foregoing,  in the event the Company's
Common Stock has not been changed or extinguished in the Sale  Transaction  then
the  cancellation  of the Warrant  shall not be automatic but rather shall be at
the Company's  option,  said option to be exercised by notice to the  Registered
Holder not less than 10 days prior to the  closing of the Sale  Transaction  and
such option shall only be exercised if the Company pays to Registered Holder the
Redemption Price in cash at the closing of such Sale Transaction. If the Company
determines to cancel the Warrant under this  sub-paragraph  (c), the  Registered
Holder may still exercise this Warrant if such exercise is effected prior to the
5 day period referred to in the last sentence of  sub-paragraph  (b),  provided,
however,  that such exercise may be made  contingent on the closing of such Sale
Transaction.

                  (d) If  (i)  at any  time  prior  to the  commencement  of the
Redemption Notice Period, the Market Price of the Company's Common Stock exceeds
the Put  Factor  (as the  same may be  adjusted  from  time to time)  for any 10
consecutive  Trading Days; or (ii) if the closing of a Sale  Transaction  occurs
after the  expiration of the  Redemption  Notice Period and Notice of Redemption
has not been given within the Redemption Notice Period, then the Warrant will be
canceled  under  Section  5(b) or  cancelable  under  Section  5(c)  upon a Sale
Transaction  without any requirement of payment by the Company of the Redemption
Price.

                  (e) The  Company's  obligation  to make any payment under this
Section 5 in cancellation of this Warrant shall be subject,  irrespective of any
transfer or  assignment  of this  Warrant,  to the  Company's  set off and other
rights under Section 9.4 of the Asset Purchase Agreement.

                                      -8-
<PAGE>

         6.  Reservation of Common Stock.  The Company will at all times reserve
and keep  available for issuance  upon the exercise of Warrants,  such number of
its  authorized  but unissued  shares of Common Stock as will be  sufficient  to
permit the exercise in full of all outstanding  Warrants,  as adjusted from time
to time,  and upon such  issuance  such  shares of Common  Stock will be validly
issued, fully paid and nonassessable.

         7. No Voting Rights;  Limitations  of Liability.  This Warrant will not
entitle the  Registered  Holder hereof to any voting rights or other rights as a
stockholder  of the Company.  No provision  of this  Warrant,  in the absence of
affirmative  action by the Registered  Holder to purchase  Warrant Stock, and no
enumeration  in this  Warrant  of the  rights or  privileges  of the  Registered
Holder, will give rise to any liability of such Holder for the Exercise Price of
Warrant Stock acquirable by exercise hereof or as a stockholder of the Company.

         8. Warrant Transferable.

                  (a)  Subject  to  the  transfer   conditions  referred  to  in
paragraph (b), below, this Warrant and all rights hereunder are transferable, in
whole and not in part, without charge to the Registered  Holder,  upon surrender
of this Warrant with a properly  executed  Assignment (in the form of Exhibit II
hereto) at the principal  office of the Company,  provided that any transfer tax
relating to such transaction  shall be paid by the Registered  Holder requesting
the same.

                  (b) Each Registered Holder  acknowledges that this Warrant has
not been registered  under the Securities  Act, and agrees not to sell,  pledge,
distribute, offer for sale, transfer or otherwise dispose of this Warrant or any
Warrant  Stock  issued  upon its  exercise  in the  absence of (i) an  effective
registration  statement  as to this  Warrant  or such  Warrant  Stock  under the
Securities Act (or any similar  statute then in effect),  or (ii) delivery of an
opinion  of  counsel   acceptable  to  the  Company  to  the  effect  that  such
registration  is not,  under the  circumstances,  required.  The  certificate(s)
representing  the Warrant Stock issued upon exercise of this Warrant will bear a
legend similar to the legend on the first page of this Warrant.

         9. Warrant  Exchangeable for Different  Denominations.  This Warrant is
exchangeable,  upon  the  surrender  hereof  by  the  Registered  Holder  at the
principal office of the Company,  for new Warrants of like tenor representing in
the aggregate the purchase rights hereunder,  and each of such new Warrants will
represent such portion of such rights as is designated by the Registered  Holder
at the time of such  surrender.  The  date the  Company  initially  issues  this
Warrant,  as set  forth on the face  thereof,  will be deemed to be the "Date of
Issuance" of this  Warrant  regardless  of the number of times new  certificates
representing the unexpired and unexercised  rights formerly  represented by this
Warrant are issued.

         9 A. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is
lost, stolen, mutilated or destroyed, the Company shall, on such terms as to
indemnity or otherwise as it may in its discretion reasonably impose (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like denomination and tenor as the Warrant so lost, stolen,
mutilated or destroyed.

         10. Notice of Certain Actions.

                                      -9-
<PAGE>

         In case at any time:

         (a) the  Company  shall  declare  any  discretionary  dividend or other
distribution upon its common stock payable in securities;

         (b) there shall be any capital reorganization, or reclassification,  of
the capital  stock of the  Company,  or  consolidation  or merger of the Company
with,  or sale of all or  substantially  all its  assets  or stock  to,  another
corporation including a Reorganization Transaction;

         (c) there shall be a voluntary or involuntary dissolution,  liquidation
or winding-up of the Company; or

         (d) the Company  shall enter into an  agreement or adopt a plan for the
purpose of effecting a  consolidation,  merger,  or sale of all or substantially
all of its assets or stock;

then, in any one or more of said cases, the Company shall give written notice 10
days prior to such event, except in the case of an involuntary dissolution, by
first class mail, postage prepaid, to the Registered Holder of this Warrant, of
the date on which (a) the books of the Company shall close or a record shall be
taken for such dividend, distribution or subscription rights, or (b) such
reorganization, registration statement filing, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up shall take place, as the
case may be. Such notice shall also specify the date as of which the owners of
any class of capital stock of record shall participate in such dividend,
distribution or subscription rights, or shall be entitled to exchange their
capital stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding-up, as the case may be.

         11.   Representations  of  Registered  Holder.  The  Registered  Holder
acknowledges  that  the  Company  will  rely  on  the  information  and  on  the
representations  set  forth  herein,  and  the  undersigned  hereby  represents,
warrants and agrees that:

               11.1. Upon issuance of this Warrant,  the Registered Holder is an
"Accredited  Investor",  as  that  term  is  defined  under  Section  501(a)  of
Regulation D under the Act. Upon exercise of this Warrant, the Registered Holder
is an Accredited Investor or makes the  representations  specified in the second
sentence of Section 11.5.

               11.2.  The  Registered   Holder  has  not  received  any  general
solicitation or general advertising regarding the exercise of the Warrant.

               11.3.  The  Registered   Holder  has  sufficient   knowledge  and
experience  in  financial  and  business  matters  so  that  he or it is able to
evaluate the merits and risks of exercising  the Warrant as well as  substantial
experience in previous private and public purchases of securities.

               11.4. The Registered Holder understands that an investment in the
Company involves  significant  risk. The Registered  Holder does not require the
funds to be used to exercise this Warrant or the Warrant Stock for his liquidity
or other needs,  possesses  the ability to bear the economic risk of holding the
this  Warrant or the Warrant  Stock  purchased  hereunder

                                      -10-
<PAGE>

indefinitely  and can  afford  a  complete  loss of its  investment  in the this
Warrant or the Warrant Stock.

               11.5.  Prior to the Date of Issuance and prior to  exercise,  the
Registered  Holder has had full  opportunity  to ask  questions  of and  receive
answers  from  the  Company  and its  officers  and  authorized  representatives
regarding  the  terms  and  conditions  of  the  Warrant  and  the  transactions
contemplated  hereby, as well as the affairs of the Company and related matters.
If the  exemption  for the  exercise of this Warrant is Section 4(2) of the Act,
but such  exercise  is not  exempt  under Rule 506,  then,  upon  exercise,  the
Registered Holder also acknowledges that such Registered Holder has reviewed all
financial  and  business  information  and  documentation   necessary  for  such
Registered  Holder to make an  informed  judgment  as to the merits and risks of
investment  decision  entailed in the purchase or exercise of this Warrant.  The
Registered  Holder  confirms  that such  Registered  Holder  does not  desire to
receive any further information.

               11.6. The Registered  Holder  understands that the Exercise Price
being purchased hereby has been arbitrarily  determined and does not necessarily
bear  any  relationship  to  investment  criteria  such as  projected  earnings,
discounted cash flow, book value or other measures of value.

               11.7. The Registered Holder  understands that the Warrant has not
been filed with or reviewed by the Commission  nor the securities  department of
any state  because of the private or limited  nature of this offering as defined
by  applicable  laws,  and that the Warrant and the Warrant  Stock have not been
registered with the Commission under the Act nor with the securities  department
of any state in reliance upon an exemption therefrom for non-public offerings.

               11.8 The  Registered  Holder is a resident of the state set forth
as its  "address"  below  and  further  represents  that  (a) if a  corporation,
partnership,  trust or other form of business  organization,  it has a principal
office  within  such  state;  and (b) if an  individual,  he has  his  principal
residence in such state.

               11.9.  The  Registered  Holder  represents  and warrants that the
Warrant and the Warrant Stock is or will be acquired for investment purposes and
not with a view to or for sale or distribution. The Registered Holder represents
that there is no contract, undertaking, agreement or arrangement with any person
to sell,  transfer  or pledge to such  person or anyone else the Warrant and the
Warrant  Stock or any part  thereof,  and the  Registered  Holder has no present
plans to enter into such contract,  undertaking,  agreement or  arrangement  and
will neither directly or indirectly seek to assign, transfer or sell the same in
any way inconsistent with the legend which is being placed on the Warrant.

         12. Miscellaneous.

            12.1.  Amendment  and Waiver.  The  provisions of the Warrant may be
amended  and the  Company  may take any  action  herein  prohibited,  or omit to
perform any act herein required to be performed by it, only with the affirmative
consent or approval of the Company and of the Registered Holder.

                                      -11-
<PAGE>

            12.2.  Notices.  Any notices  required to be sent to the  Registered
Holder will be delivered to the address of such  Registered  Holder shown on the
books of the Company. All notices referred to herein will be delivered in person
or sent by first class mail,  postage  prepaid,  return receipt  requested or by
recognized  overnight courier.  Notices will be deemed to have been given 3 days
after mailing or 1 day after  dispatch by courier,  in either case with proof of
delivery shown. Notices may also be faxed for convenience.

            12.3. Descriptive Headings:  Governing Law. The descriptive headings
of the paragraphs of this Warrant are inserted for  convenience  only and do not
constitute a part of this Warrant. The construction, validity and interpretation
of this  Warrant  will be governed by the laws of the State of New York  without
giving effect to the conflicts of laws principles  thereof.  Any dispute arising
hereunder  shall be  adjudicated  exclusively  in the Federal  and State  courts
located in New York County,  New York, and the Company and the Registered Holder
of this Warrant waives any claims of inconvenient forum in connection therewith.

                                      -12-
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and attested by its duly authorized officers under its corporate seal on this
21st day of November, 2000.

                                             AMERICAN MEDICAL ALERT CORP.

                                             BY:  /s/ Jack Rhian
                                                --------------------------------
                                                NAME:
                                                TITLE:

ATTEST:

--------------------------
SECRETARY

                                              THE PROVISIONS OF THIS WARRANT ARE
                                              ACCEPTED AND AGREED TO BY THE
                                              UNDERSIGNED.

                                              HARRIET CAMPBELL INCORPORATED

                                              BY: /s/ Angus Campbell
                                                 -------------------------------
                                                  NAME:
                                                  TITLE:
                                                  ADDRESS:


                                      -13-
<PAGE>
                                                                       EXHIBIT I

                               EXERCISE AGREEMENT
                               ------------------

                                                      Dated: ___________________




To:      AMERICAN MEDICAL ALERT CORP.
         [ADDRESS]

         The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to subscribe for and purchase ________ shares of the
Warrant Stock covered by such Warrant and makes payment herewith in full for
such Warrant Stock at the price per share provided by such Warrant. The
undersigned hereby represents and warrants that the representations and
warranties set forth in Section 11 of the Warrant are true and correct as of the
date hereof.

                                           Signature ---------------------------

                                           Address   ---------------------------

                                                     ---------------------------


<PAGE>



                                                                      EXHIBIT II

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, ____________________ hereby sells, assigns and
transfers all of the rights of the undersigned under the within Warrant with
respect to the number of shares of the Warrant Stock covered thereby set forth
below, unto:

Names of Assignee                 Address                         No. of Shares
-----------------                 -------                         -------------

         THE UNDERSIGNED ASSIGNEE HEREBY ACCEPTS AND AGREES TO BE BOUND TO THE
TERMS AND PROVISIONS OF THIS WARRANT.

                                               ---------------------------------
                                                          (ASSIGNEE)