EXHIBIT
10.2


EXECUTION
VERSION


REDACTED
COPY


LIFECOMM
MOBILE PERS TECHNOLOGY





VALUE
ADDED RESELLER AGREEMENT





This
Value Added Reseller
Agreement ("Agreement"), is made and
entered into as of the 12th day of
May, 2010 (the "Effective
Date") by and between American Medical Alert Corporation ("AMAC"), a New York
corporation, having a principal place of business at 3265 Lawson Boulevard,
Oceanside, New York 11572, and LIFECOMM LLC, ("LIFECOMM”), a Delaware limited
liability company, having a principal place of business at 2002 Summit
Boulevard, Suite 1800, Atlanta, GA 30319.





BACKGROUND





A.           WHEREAS,
LIFECOMM is in the business of developing certain mobile PERS solutions and
related services for targeted consumer market segments, and intends to market
those solutions and offer the related services commercially; and





B.           WHEREAS,
AMAC is engaged in the business of providing the development, marketing, sale
and distribution of healthcare solutions and monitoring systems that include,
but are not limited to, Personal Emergency Response Systems, remote home
monitoring products and services, and other systems and services related to the
healthcare community in general; and





C.           WHEREAS,
AMAC wishes to market, resell and distribute LIFECOMM’s wireless device and
associated LIFECOMM operated server and third party wireless cellular
connectivity service in connection with AMAC’s portfolio of PERS offerings,
pursuant to the terms and provisions of this agreement,





NOW,
THEREFORE, in consideration of the mutual terms and conditions hereinafter set
forth, AMAC and LIFECOMM (collectively, the “Parties” and each, a “Party”)agree as
follows:





1.           DEFINITIONS




1.1           “Affiliate” means any entity
that controls, is controlled by, or is under common control with the relevant
entity, where “control” means ownership of more than fifty percent (50%) of the
voting power of the outstanding voting securities of an entity.




1.2           “AMAC Bundle”means a bundle of components sold by LIFECOMM to AMAC
including a Device, the LIFECOMM Connectivity Service and the LIFECOMM
Web Applications Services (and excluding the EACC, which will be provided by
AMAC), including any ***.




1.3           “Approved Use” means to
provide a Mobile PERS Solution.




1.4           "Change of Control" means, with
respect to a Party, the occurrence of any of the following events: (a) any
consolidation or merger of a Party with or into any other entity in which the
holders of such Party's outstanding shares immediately before such consolidation
or merger do not immediately after such consolidation or merger, retain stock
representing a majority of the voting power of the surviving entity or stock
representing a majority of the voting power of an entity that wholly owns,
directly or indirectly, the surviving entity; (b) the sale, transfer, or
assignment of securities to an acquiring party or group, following which the
holders of such Party's outstanding shares immediately before such sale do not,
immediately after such sale, retain securities representing a majority of the
voting power of such Party; or (c) the sale of all or substantially all of such
Party’s assets.





***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions have been omitted and
will be filed separately with the Securities and Exchange
Commission.


1


1.5           “Client” means any end user or
subscriber to whom AMAC sells, leases or distributes the Product, whether
directly or through third party distribution channels, as further provided in
Section
2.1.




1.6           “*** LIFECOMM” means any entity ***
and whose *** is specifically *** in the Territory. For the avoidance of doubt,
*** LIFECOMM *** the Company’s mobile cellular personal emergency response
products or services. Solely for purposes of this definition of “*** LIFECOMM”,
***.




1.7           “Designated Channel” means any
of the third-party distribution channels or entities listed in Attachment A, as
may be amended from time to time upon the mutual written agreement of the
Parties.




1.8           “Device” means a LIFECOMM
mobile, wireless, cellular communications enabled wearable device developed
under the auspices of, and funded by, LIFECOMM that exhibits a PERS feature set
and is fully compatible and fully tested with the other Mobile PERS Solution
components offered by LIFECOMM.  ***




1.9           ***




1.10         “Emergency Assistance Call
Center” or “EACC”
means any telephony center that serves as the venue of contact and monitoring
for, and dispatching assistance to, end users of a Mobile PERS Solution. EACC
can also refer to a voice operations center that provides a full range of
inbound and/or outbound call-handling services, including customer support,
operator/concierge services, nurse triage, assistance, multilingual customer
support, member services, card services, inbound and outbound telemarketing,
interactive voice response and web-based services.




1.11         “Intellectual Property Rights”
means all present and future worldwide copyrights, trademarks, trade secrets,
patents, patent applications, mask work rights, moral rights, contract rights,
and other proprietary rights recognized by the laws of any country.




1.12         “LIFECOMM Marks” means the
trademarks and trade names of LIFECOMM listed in Attachment B (as such list may
be updated from time to time by LIFECOMM upon notice to AMAC).




1.13         “LIFECOMM Mobile PERS API”
means the application-programming interface to the LIFECOMM components furnished
to AMAC by LIFECOMM.




1.14         “LIFECOMM Mobile PERS
Solution” means the complete, end-to-end LIFECOMM branded Mobile PERS
Solution sold, leased or distributed by LIFECOMM to end users directly or
indirectly through Distributors.  It is a proprietary solution
comprised of a LIFECOMM Device, the LIFECOMM Connectivity Service, LIFECOMM Web
Applications Services and an EACC of LIFECOMM’s choosing.





***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions have been omitted and
will be filed separately with the Securities and Exchange
Commission.


2


1.15         “LIFECOMM Enterprise Portal”
means a web-based interface designed for enterprise use that may be used to
submit orders for Devices and the LIFECOMM Connectivity Service, and to
activate, deactivate, test, and obtain usage reports regarding the LIFECOMM
Connectivity Service.




1.16         “LIFECOMM User Portal” means a
web-based interface designed for end user use that may be used to perform a
variety of functions such as tracking the location of the device (using included
mapping software), entering and modifying personal health data, and setting up
alerts.




1.17         “LIFECOMM EACC Portal” means a
web-based interface designed for use by an EACC that permits EACC personnel to
interact with the other elements of the Mobile PERS Solution in order to provide
EACC service to end users.




1.18         “Mobile PERS Solution”means a
specific mobile PERS solution implementation that includes a specific wearable
wireless mobile device, a specific EACC, a specific web applications services
configuration, and a specific connectivity service configuration that enables
communication between such device, and the web applications service and the
EACC.




1.19         “LIFECOMM Connectivity
Service" means the entire infrastructure necessary to connect a Mobile
PERS Device to an EACC, including but not limited to the Wireless Carrier
cellular network that enables two-way voice and data (including SMS)
communication either directly or indirectly between the Devices and an EACC over
a nationwide wireless network, on which LIFECOMM has the contractual right to
provision Devices and use the bearer services. It also includes all other
communications related elements such as routers, servers, frame relays, wireline
or fiber optical infrastructure, as well as the device provisioning platform to
enable Mobile PERS devices on the Wireless Carrier network, ***, all billing
information elements, and any operations monitoring and reporting
functions.




1.20         “LIFECOMM Web Applications
Services" means the web application services operated by LIFECOMM, which
includes the LIFECOMM Enterprise Portal, the LIFECOMM User Portal and the
LIFECOMM EACC Portal.




1.21         “PERS” means a personal
emergency response system, which consists of the complete system of elements
necessary to permit an end user to (a) summon emergency medical and/or personal
assistance; (b) summon non-emergency assistance; (c) obtain emergency assistance
from dedicated personnel; and (d) request additional service and/or information
from a live operator or through interactive voice response
technology.




1.22         “Product” means that specific
Mobile PERS Solution configuration comprised of AMAC’s EACC and other AMAC
proprietary elements combined with the AMAC Bundle, as bundled together and
sold, leased or distributed by AMAC both directly and indirectly through
distributors and other third party distribution channels.




1.23         “Product Launch Date” means the
date that is earlier to occur of: (a) the actual date of the first commercial
shipment of the Product to a Client by AMAC or (b) the date that is ninety (90)
days after LIFECOMM notifies AMAC that the AMAC Bundle is available for
commercial operation pursuant to the terms and conditions set forth in this
Agreement; provided, that AMAC is not then contesting in good faith that any
component, or all components, of the AMAC Bundle are sufficiently functional and
stable for commercial operation.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


3


1.24         “Territory” ***




1.25         “User Documentation”means any
and all documentation prepared by LIFECOMM, including user instructions, any
terms and conditions, or other packaging pertaining to a Device and Web
Application Services, and furnished to AMAC for distribution along with the
Product, in either electronic or hardcopy form.  Device User
Documentation will be hardcopy and LIFECOMM Web Application Services will be
electronic.




1.26         ***




2.           APPOINTMENT
AND LICENSE




2.1           Appointment.Subject
to the terms and conditions of this Agreement, LIFECOMM hereby (i) appoints AMAC
(and AMAC accepts such appointment) as a non-exclusive (subject to Section 8) authorized VAR of
the AMAC Bundle as incorporated into the Product throughout, and solely in the
Territory for the Approved Use; (ii) grants to AMAC the non-exclusive (subject
to Section 8) right to
market, sell, lease and distribute, and to take all other actions reasonably
necessary in order to market, sell, lease and distribute the Product, both
directly and indirectly through third party distribution channels (which shall
include for purposes of this Agreement the appointment and use of distributors
and other agents), throughout, and solely in the Territory for the Approved Use;
and (iii) and agrees to supply to AMAC the components of the AMAC Bundle, and
any upgrades and/or enhancements done to the components of the AMAC Bundle
through the normal course of product evolution.  Nothing in this
Agreement shall be construed to limit AMAC’s right to sell the Product together
with other products and services.  LIFECOMM reserves the right to sell
the components of the AMAC Bundle, or components which are specifically designed
for a third party, at their request in connection with a commercial relationship
with such party, to other VARs as well as market, sell, lease and distribute the
LIFECOMM Mobile PERS Solution to end users both inside the Territory and
elsewhere, either directly or through other third party distribution
channels.  ***




2.2           Marketing.  AMAC
will use its commercially reasonable efforts to market and promote the Product
in the Territory.  AMAC will establish the fees it charges to Clients
and third party distribution channels for the Product.




2.3           Staffing.  AMAC will
maintain a staff of sales and technical support personnel sufficient to meet the
needs of its Clients and potential Clients.  Subject to LIFECOMM’s
provision of training pursuant to the following sentence, AMAC will ensure that
such personnel receive proper training with regard to the Product, in accordance
with LIFECOMM’s then-current reseller training requirements.  LIFECOMM
will make available such reseller training as it reasonably determines is
suitable, which may include “train-the-trainer” and web-based sales and
technical training.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


4


2.4           Branding.  AMAC
shall use its own branding and trademarks in connection with the
Product.  At LIFECOMM’s request and direction, AMAC will prominently
include a statement on the Product, its packaging, and in all advertising of the
Product to the effect that the Product is “powered by LIFECOMM,” which specific
statement and placement of such statement on the Product and associated
packaging and advertising will be mutually agreed upon by the
parties.  AMAC will cease including such statement in connection with
the Product upon LIFECOMM’s request.  Subject to the terms and
conditions of this Agreement, LIFECOMM hereby grants AMAC a non-exclusive,
non-transferable (except as permitted in Subsection 14.7 (No
Assignment)), revocable, royalty-free license (without the right to grant
sublicenses, except as granted in Subsection 3.2) to use and
reproduce the LIFECOMM Marks solely in connection with AMAC’s performance of its
branding obligations set forth in this subsection.  AMAC agrees to
state in appropriate places on all materials using the LIFECOMM Marks that the
LIFECOMM Marks are trademarks of LIFECOMM and to include the symbol TM or ® as
appropriate.  LIFECOMM grants no rights in the LIFECOMM Marks other
than those expressly granted in this subsection.  AMAC acknowledges
LIFECOMM’s exclusive ownership of the LIFECOMM Marks.  AMAC agrees not
to take any action inconsistent with such ownership and to cooperate, at
LIFECOMM’s request and expense, in any action (including the conduct of legal
proceedings), which LIFECOMM reasonably deems necessary or desirable to
establish or preserve LIFECOMM’s exclusive rights in and to the LIFECOMM
Marks.  AMAC will not adopt, use, or attempt to register any
trademarks or trade names that are confusingly similar to the LIFECOMM Marks or
in such a way as to create combination marks with the LIFECOMM
Marks.  AMAC will provide LIFECOMM with samples of all products and
materials that contain the LIFECOMM Marks prior to their public use,
distribution, or display for LIFECOMM’s quality assurance purposes and will
obtain LIFECOMM’s written approval before such use, distribution, or display,
which approval shall not be unreasonably withheld or delayed. At
LIFECOMM’s request, AMAC will modify or discontinue any use of the LIFECOMM
Marks if LIFECOMM reasonably determines that such use does not comply with
LIFECOMM’s then-current trademark usage policies and guidelines.




2.5           Compliance with
Laws.  Each Party will at all times comply with all applicable
laws and regulations, including, without limitation, regulatory clearances for
any approved product labeling, and refrain from any unethical conduct or any
other conduct that tends to damage the reputation of the other Party or its
products or services in performing its services under this
Agreement.  AMAC further agrees that all marketing and sales materials
that relate to or mention LIFECOMM's products or services, or this Agreement,
will be submitted to LIFECOMM for its written approval prior to the use thereof,
which approval shall not be unreasonably withheld or delayed.  For
avoidance of doubt, marketing and sales materials released by AMAC that do not
refer to LIFECOMM's products or services are not subject to the foregoing
approval requirement.




2.6           Insurance.  (a)  AMAC will
maintain commercial property, casualty and liability insurance in an amount no
less than ***.  All liability insurance will designate LIFECOMM as an
additional insured, as its interests may appear, for any and all liability
arising at any time in connection with AMAC’s performance under this
Agreement.  AMAC will provide LIFECOMM with certificates or adequate
proof of the foregoing insurance within thirty (30) days after the Effective
Date and such insurance policies or endorsements will entitle LIFECOMM to
receive notice at least thirty (30) days prior to any cancellation (including
for nonrenewal) or change.




(b)           LIFECOMM
will maintain commercial property, casualty and liability insurance in an amount
no less than ***.  All liability insurance will designate AMAC as an
additional insured, as its interests may appear, for any and all liability
arising at any time in connection with LIFECOMM’s performance under this
Agreement.  All such insurance must be primary and require the issuer
to respond and pay prior to any other available coverage.  LIFECOMM
will provide AMAC with certificates or adequate proof of the foregoing insurance
within thirty (30) days after the Effective Date and such insurance policies or
endorsements will entitle AMAC to receive notice at least thirty (30) days prior
to any cancellation (including for nonrenewal) or change.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


5


2.7           Material AMAC
Developments.  During the term of this Agreement, if AMAC
considers undertaking any affirmative act that is reasonably likely to have a
material adverse impact on AMAC’s ability to act as a VAR under this Agreement,
and such act is reasonably likely to occur or materialize, then AMAC will
provide written notice to LIFECOMM advising LIFECOMM of the potential matter
under consideration as early as reasonably practicable, in order to permit
LIFECOMM to plan appropriately to avoid any adverse impact on its business, and
will provide regular updates to LIFECOMM on the subject.  Any
information provided by AMAC to LIFECOMM pursuant to this Section 2.7 shall be deemed to
be confidential information under the Confidentiality Agreement (as defined
below), and shall be protected by the terms and provisions of such agreement;
provided that, if AMAC reasonably deems necessary, LIFECOMM shall execute a
separate confidentiality agreement reasonably acceptable to AMAC and
LIFECOMM.




2.8           EACC Preferred
Provider.LIFECOMM
hereby acknowledges and agrees that (i) AMAC shall be the sole and exclusive
EACC service provider with respect to the Product marketed, sold, leased or
distributed by AMAC to Clients, either directly or through third party
distribution channels; and (ii) ***; and (iii)
***.




3.           TECHNICAL
INTEGRATION EFFORTS




3.1           Technical Interface;
Integration.  LIFECOMM will (a) develop and provide AMAC with
access to the LIFECOMM Mobile PERS API and the LIFECOMM Enterprise Portal; and
(b) provide AMAC with integration services to be mutually determined and agreed
upon, and set forth in a Statement of Work of the format described in Attachment
C.




3.2           Licenses.  Subject
to the terms of this Agreement, including Section 13 (Term and
Termination), LIFECOMM grants to AMAC a perpetual, nonexclusive,
non-transferable, in the Territory license (without the right to sublicense,
except as otherwise provided in this Subsection 3.2), to (i) use
and access the LIFECOMM EACC Portal and the LIFECOMM User Portal for the purpose
of operating its EACC and providing the Product and related services to Clients,
(ii) use and access the LIFECOMM Mobile PERS API and the LIFECOMM Enterprise
Portal for the sole purpose of (a) integrating its EACC with the LIFECOMM
supplied solution components; (b) submitting and managing Product related
orders; and (c) activating, deactivating, testing, and obtaining usage reports
with respect to the LIFECOMM Connectivity Service; and (iii) reproducing and
distributing the User Documentation to Clients.  Notwithstanding the
foregoing and anything to the contrary in this Agreement, and pursuant to the
abovementioned license, LIFECOMM hereby grants to AMAC the right to sublicense
to (A) distributors and other third party distribution channels, the right to
(1) use and access the LIFECOMM Enterprise Portal as determined by AMAC in
furtherance of the arrangement between AMAC and such distributors or third party
distribution channel with respect to the Product, (2) reproduce and distribute
User Documentation (including any LIFECOMM Marks) to Clients, and (3) reproduce
and distribute the LIFECOMM Marks to Clients in connection with any of AMAC’s
branding obligations under Subsection 2.4; and (B) Clients the right to use and
access the LIFECOMM User Portal, each to the extent necessary and appropriate as
determined by AMAC.




3.3           Ownership.  (a)  The LIFECOMM
Mobile PERS Solution, LIFECOMM Mobile PERS API, LIFECOMM Enterprise Portal,
LIFECOMM User Portal, LIFECOMM EACC Portal, LIFECOMM Connectivity Service, and
all worldwide Intellectual Property Rights therein, are the exclusive property
of LIFECOMM and its suppliers.  All rights in and to the LIFECOMM
Mobile PERS Solution, LIFECOMM Mobile PERS API, LIFECOMM Enterprise Portal,
LIFECOMM User Portal, LIFECOMM EACC Portal, and LIFECOMM Connectivity Service
not expressly granted to AMAC in this Agreement are reserved by LIFECOMM and its
suppliers.  There are no implied licenses under this
Agreement.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


6


(b)           Except
for the LIFECOMM Mobile PERS API, LIFECOMM Web Application Services (which
includes the LIFECOMM Enterprise, User, and EACC Portals), LIFECOMM Connectivity
Service, all PERS products, solutions and services (including AMAC’s EACC), and
all worldwide Intellectual Property Rights therein, heretofore or hereafter
developed, marketed, sold or distributed by AMAC, shall remain the sole and
exclusive property of AMAC.  Neither LIFECOMM nor any of its
Affiliates (other than AMAC, if AMAC becomes an Affiliate) shall acquire any
rights, express or implied, in any such PERS products, solutions and services
except as expressly set out in this Agreement.  Nothing in this
Agreement shall restrict in any manner AMAC’s ability to operate its business,
except as expressly set out in this Agreement.




4.           PURCHASE
OF DEVICES




4.1           Forecasts.  At the
beginning of each month, AMAC will provide to LIFECOMM a written non-binding
good-faith estimate of its *** forecast for Devices and LIFECOMM Connectivity
Service that AMAC ***.  The parties agree and acknowledge that such
forecasts are provided for reference purposes only and by themselves do not
represent a binding commitment to purchase or sell any Device or LIFECOMM
Connectivity Service.




4.2           Orders.  AMAC may
order Devices for resale as permitted under this Agreement by submitting written
or electronic purchase orders to LIFECOMM via the LIFECOMM Enterprise Portal in
accordance with LIFECOMM’s then-current order processing
procedures.  *** The terms of this Agreement will govern all such
orders submitted by AMAC to LIFECOMM, and no additional or inconsistent term or
condition printed in any such order will have any legal effect.  All
such orders must refer to this Agreement and specify the quantities of Devices
ordered, the desired shipment date and destination, and any reasonable shipping
and handling instructions.




4.3           Order
Acceptance.  All orders will be subject to acceptance by
LIFECOMM in its sole discretion, provided that LIFECOMM uses its good-faith
efforts to accept orders for Devices submitted by AMAC that specify delivery
dates within the applicable lead times and are consistent with AMAC’s
twelve-month rolling forecast, subject to LIFECOMM’s existing inventory of
Devices.  If LIFECOMM anticipates that its inventory of the Devices
will be insufficient to meet orders that LIFECOMM has accepted, then LIFECOMM
shall promptly provide notice of such anticipated shortage to
AMAC.  ***




4.4           Shipment, Delivery, and
Acceptance.  LIFECOMM will use commercially reasonable efforts
to meet desired shipment dates specified in an accepted purchase order that are
consistent with applicable manufacturing lead times, and under no circumstances
shall LIFECOMM be liable for any delays in shipment caused by AMAC or by third
parties.  Partial shipments will be allowed in the case where LIFECOMM
is unable to fulfill the full order requirements.  Delivery will be
made FCA LIFECOMM (or its designated representative’s) facilities (Incoterms
2000).  Title (excluding Intellectual Property Rights) to the Devices
ordered by AMAC will pass to AMAC upon delivery to a common carrier by
LIFECOMM.  LIFECOMM will retain all Intellectual Property Rights in
the Devices.  Without limiting the express warranties set forth in
Subsection 10.2 (Warranties by
LIFECOMM), all shipments will be deemed accepted upon delivery to a
common carrier by LIFECOMM at the foregoing shipping point.




4.5           Cancellations and
Rescheduling.  Orders may be canceled or rescheduled prior to
the requested shipment date only upon mutual agreement by the
parties.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


7


4.6           User Documentation; Device
Terms.  AMAC will ensure that all User Documentation
accompanying the Device shipped to AMAC by LIFECOMM, including any LIFECOMM
documentation, terms and conditions, or other packaging, as well as any
additional disclosures, descriptions or instructions reasonably necessary for
the operation of the Product and protection of the Parties, are distributed to
Clients by AMAC or its third party channels.




5.           PURCHASE
AND PROVISIONING OF LIFECOMM CONNECTIVITY SERVICE




5.1           Order and Activation
Process.AMAC may submit orders for and activate the LIFECOMM
Connectivity Service as permitted under this Agreement using the LIFECOMM
Enterprise Portal, in accordance with the documentation for the LIFECOMM
Enterprise Portal and LIFECOMM’s then-current order processing
procedures.  The terms of this Agreement will govern all such orders
submitted by AMAC to LIFECOMM, and no additional or inconsistent term or
condition printed in any such order will have any legal effect.  All
such orders must specify the electronic serial number for each Device for which
activation of the cellular connectivity portion of the LIFECOMM Connectivity
Service is ordered.  All orders will be subject to acceptance by
LIFECOMM.




5.2           Service
Provisioning.  (a)  Upon acceptance
of a service order, LIFECOMM will process and activate the cellular connectivity
portion of the LIFECOMM Connectivity Service. The parties acknowledge and agree
that LIFECOMM will purchase the cellular connectivity portion of the LIFECOMM
Connectivity Service from a third-party wireless network operator (the “Wireless Carrier”) and that
LIFECOMM’s provision of the cellular connectivity portion of the LIFECOMM
Connectivity Service is subject to all of the terms and conditions of an
agreement between such Wireless Carrier and LIFECOMM, including those terms set
forth in Attachment D, which are incorporated into this Agreement by
reference.




(b)           If
the wireless services agreement between LIFECOMM and the Wireless Carrier
terminates or expires for any reason, LIFECOMM will use commercially reasonable
efforts to find a replacement Wireless Carrier to provide the cellular
connectivity portion of the LIFECOMM Connectivity Service, and shall promptly
notify AMAC of such termination or expiration so that AMAC may assist, as
LIFECOMM and AMAC jointly deem appropriate, with finding a replacement Wireless
Carrier.




5.3           Client Service
Agreements.  Before activating the LIFECOMM Connectivity
Service, AMAC will require, or will require that the applicable third party
distribution channel require, that each Client enters into a binding, written
service agreement that contains terms materially equivalent to those set forth
in Attachment E, as may be amended by LIFECOMM in its reasonable discretion at
any time.  AMAC will diligently enforce, or will require that the
applicable third party distribution channel diligently enforce, each such
agreement and will immediately notify LIFECOMM if AMAC becomes aware of any
material breach of any such agreement relating to the Device, LIFECOMM
Connectivity Service, Mobile PERS Web Application Services or the LIFECOMM
Mobile PERS API.




6.           SUPPORT




6.1           ***




6.2           ***




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


8


7.           FEES,
PRICING, AND PAYMENT




7.1           Integration
Costs.  ***




7.2           Pricing for Devices. The price
paid to LIFECOMM by AMAC for each Device ordered shall be determined at the time
the orders are placed subject to a quantity based pricing table to be provided
to AMAC by LIFECOMM.  Pricing shall be determined based on ***.




7.3           Pricing for LIFECOMM Connectivity
Service. LIFECOMM shall charge AMAC: (i) *** for the activation of each
Device and the underlying LIFECOMM Connectivity Service; and (ii) a monthly fee
for each active Device activated by AMAC as set forth on Attachment
F.




7.4           Support Fees.  If
AMAC, on one or more instances, has not complied in all material respects with
its obligations under Subsection 6.1 (First-Level Support
by AMAC),AMAC will pay LIFECOMM monthly fees for the support services to
be provided by LIFECOMM under Subsection 6.2 (Support for Devices,
LIFECOMM User Portal, and LIFECOMM Connectivity Service), as specified in
Attachment F ***




7.5           Reports.  Within ***
days after the end of each month, AMAC will provide LIFECOMM with a written
report stating (i) the number of Devices and LIFECOMM Connectivity Service
activations resold to Clients by AMAC or its third party distribution channels
during such month; (ii) the identity and location of the Clients that received
the Device and LIFECOMM Connectivity Service; and (iii) any other information
that may be required to determine whether AMAC is paying the correct amount of
fees.




7.6           Payments.  AMAC will
pay to LIFECOMM all fees required under Subsections 7.2and 7.3 simultaneously with the
report required under Subsection 7.5 (Reports), for
the month in which such fees accrued. AMAC will pay LIFECOMM all other amounts
due under this Agreement within *** after the date of the invoice
therefor.  Any amount that is not paid when due will accrue interest
at *** per year or the maximum rate permitted by applicable law, whichever is
less, from the due date until paid.




7.7           Taxes.  AMAC will be
responsible for and will indemnify and hold LIFECOMM harmless from payment of
all taxes (other than taxes based on LIFECOMM’s income), fees, duties, and other
governmental charges, and any related penalties and interest, arising from the
payment of fees and royalties to LIFECOMM under this Agreement or the delivery
or license of the Device, LIFECOMM Connectivity Service, Mobile PERS Web
Application Services, or LIFECOMM Mobile PERS API to AMAC.  AMAC will
make all payments of fees and royalties to LIFECOMM free and clear of, and
without reduction for, any withholding taxes; any such taxes imposed on payments
of fees and royalties to LIFECOMM will be AMAC’s sole responsibility, and AMAC
will provide LIFECOMM with official receipts issued by the appropriate taxing
authority, or such other evidence as the LIFECOMM may reasonably request, to
establish that such taxes have been paid.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


9


7.8         Audits.




(a)           LIFECOMM
will have the right, during normal business hours and upon at least *** prior
notice, to have an independent audit firm, selected by LIFECOMM and reasonably
acceptable to AMAC, inspect AMAC’s facilities and audit AMAC’s records relating
to AMAC’s activities pursuant to this Agreement in order to verify that AMAC has
paid to LIFECOMM the correct amounts owed under this Agreement and otherwise
complied with the terms of this Agreement.  The audit will be
conducted at LIFECOMM’s expense, unless the audit reveals that AMAC has
underpaid the amounts owed to LIFECOMM by *** or more during the audited period,
in which case AMAC will reimburse LIFECOMM for all reasonable costs and expenses
incurred by LIFECOMM in connection with such audit.  AMAC will
promptly pay to LIFECOMM any amounts shown by any such audit to be owing plus
interest as provided in Subsection 7.6
(Payments).  Such audits will be conducted no more than
***.  Any confidential or proprietary information of AMAC or its
customers disclosed to LIFECOMM or the independent accounting firm in the course
of the audit will be subject to a confidentiality agreement reasonably
acceptable to AMAC to be signed by LIFECOMMandsuch independent
accounting firm.




(a)           AMAC
will have the right, during normal business hours and upon at least *** prior
notice, to have an independent audit firm, selected by AMAC and reasonably
acceptable to LIFECOMM, inspect LIFECOMM’s facilities and audit LIFECOMM’s
records relating to LIFECOMM’s activities pursuant to this Agreement in order to
verify that LIFECOMM has complied with the terms of this
Agreement.  The audit will be conducted at AMAC’s expense, unless the
audit reveals that LIFECOMM has overcharged AMAC by *** or more during the
audited period, in which case LIFECOMM will reimburse AMAC for all reasonable
costs and expenses incurred by AMAC in connection with such
audit.  LIFECOMM will promptly pay to AMAC any amounts shown by any
such audit to be owing plus interest as provided in Subsection 7.6
(Payments).  Such audits will be conducted no more than *** in
any period of twelve consecutive months.  Any confidential or
proprietary information of LIFECOMM or its customers disclosed to AMAC or the
independent accounting firm in the course of the audit will be subject to a
confidentiality agreement reasonably acceptable to LIFECOMM to be signed by
AMACandsuch independent
accounting firm.




7.9           ***




8.           ***




8.1           Commitment.  For a
period of *** years following the ***  For purposes of clarity, this
*** commitment does not apply to ***




9.           CONFIDENTIALITY




(a)           Definition of Confidential
Information.  For purposes of this Agreement, “Confidential Information”
means, subject to Section 9(b) (Identification of Confidential Information), all
non-public or proprietary information disclosed by one party (the “Disclosing Party”) to the
other party (the “Receiving
Party”) in the course of activity pursuant to this Agreement, including
such information disclosed in contemplation of this Agreement prior to the
Effective Date, whether disclosed in oral, written, graphic, machine
recognizable model or sample form, or any derivation thereof, except as
otherwise provided in Section 9(d) (Exceptions).  Confidential Information
may include data, know-how, algorithms, computer programs, data bases,
processes, improvements, designs, devices, systems, test results, sketches,
photographs, plans, drawings, product concepts, specifications, reports,
laboratory notebooks, business and financial plans, strategies, budgets, vendor,
customer and distributor names, pricing information, production or manufacturing
information, product sales information or forecasts, inventions and
ideas.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


10


(b)           Identification of Confidential
Information.   All information as described in Section 9(a)
(Definition of Confidential Information) will be deemed “Confidential
Information” only if:  (i) in the case of a written disclosure, there is
affixed to the document an appropriate legend, such as “Proprietary” or
“Confidential;” (ii) in the case of an oral or visual disclosure, the Disclosing
Party makes a contemporaneous oral statement or delivers to the Receiving Party
a written statement within thirty (30) days to the effect that such disclosure
is confidential or the like; or (iii) in the case of information designated as
confidential by the Disclosing Party which is obtained as the result of a visit
by the Receiving Party to the Disclosing Party’s facilities, the information is
obtained via (a) exposure on desks, work areas, computers, or other areas in of
the facilities, (b) hearing discussions among personnel or consultants, or (c)
any other inadvertent disclosure of such information while the Receiving Party
is at the facility.




(c)           Protection of Confidential
Information.  The Receiving Party will not use any Confidential
Information of the Disclosing Party for any purpose not expressly permitted by
this Agreement, and will disclose such Confidential Information only to the
employees, representatives and agents of the Receiving Party (i) who have a need
to know such Confidential Information for purposes of this Agreement and (ii)
who are under a duty of confidentiality no less restrictive than the Receiving
Party’s duty hereunder.  The Receiving Party will protect the Confidential
Information from unauthorized use, access, or disclosure in the same manner as
the Receiving Party protects its own confidential or proprietary information of
a similar nature and with no less than reasonable care.  The Receiving
Party shall inform each such employee and consultant of its confidentiality
obligations under this Agreement, and will be liable for any breach of
confidentiality by any such employee or consultant.  The obligations
provided in this section will terminate *** after the termination of this
Agreement.




(d)           Exceptions.  The
Receiving Party’s obligations under 9(c) (Protection of Confidential
Information) with respect to any Confidential Information will terminate if such
information: (i) was already known to the Receiving Party at the time of
disclosure by the Disclosing Party, without any duty of confidentiality to the
Disclosing Party; (ii) is disclosed to the Receiving Party by a third party who
had the right to make such disclosure without any confidentiality restrictions;
(iii) is, or through no fault of the Receiving Party has become, generally
available to the public; or (iv) is independently developed by the Receiving
Party without access to, or use of, the Confidential Information.  In
addition, the Receiving Party will be allowed to use or disclose the
Confidential Information to the extent that such use or disclosure is (A)
approved in writing by the Disclosing Party, (B) necessary for the Receiving
Party to enforce its rights under this Agreement; (C) required by law or by the
order of a court or similar judicial or administrative body, provided that the
Receiving Party notifies the Disclosing Party of such required disclosure
promptly and in writing and cooperates with the Disclosing Party, at the
Disclosing Party’s reasonable request and expense, in any lawful action to
contest or limit the scope of such required disclosure; or (D) necessary to
exercise any licenses granted to the Receiving Party under this
Agreement.




(e)           Return of Confidential
Information.  The Receiving Party will return to the Disclosing
Party or destroy all Confidential Information of the Disclosing Party in the
Receiving Party’s possession or control and permanently erase all electronic
copies of such Confidential Information promptly upon the written request of the
Disclosing Party or the expiration or termination of this Agreement, whichever
comes first, unless the Receiving Party has a continuing right to use such
Confidential Information.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


11


9.2           Additional
Obligations.The parties represent that the confidentiality
obligations shall include compliance with all applicable Federal, State and
local laws, rules and regulations regarding confidentiality of medical records
and other patient information, including, without limitation, the Health
Insurance Portability and Accountability Act of 1996 (HIPAA).  Each
party shall use the other party's Confidential Information (as such term is
defined below in Section 9) solely for the purpose of performing its obligations
under this Agreement.  The parties acknowledge that a breach of the
provisions of this section may cause irreparable harm to the non-breaching
party, entitling such party to seek equitable relief, including but not limited
to temporary restraining orders or preliminary or permanent injunction, in
addition to all other remedies.




9.3           Confidentiality of
Agreement.  Subject to the last paragraph of Section 14.1, neither party
will disclose any terms of this Agreement to third parties other than its
attorneys, accountants, and other professional advisors under a duty of
confidentiality except (i) as required by law; (ii) pursuant to a mutually
agreeable press release; or (iii) in connection with a proposed merger,
financing, or sale of such party’s business (provided that any third party to
whom the terms of this Agreement are to be disclosed signs a confidentiality
agreement reasonably satisfactory to the other party to this
Agreement).




10.         WARRANTIES




10.1         Warranties by Both
Parties.  Each party warrants that it has full power and
authority to enter into and perform this Agreement, and the person signing this
Agreement on such party’s behalf has been duly authorized and empowered to enter
into this Agreement.




10.2         Warranties by
LIFECOMM.  For a period of *** after shipment of the Device to
AMAC pursuant to Section
4.4 (Shipment, Delivery,
and Acceptance) (the “Warranty Period”), LIFECOMM
warrants that the Device, when used as permitted under this Agreement and in
accordance with the instructions in the User Documentation, will operate
substantially as described in the User Documentation.
LIFECOMM does not warrant that use of the Device will be error-free or
uninterrupted, and the foregoing warranty excludes any failure of a Device
caused by user error, abuse, or misuse.  LIFECOMM will, at its own
expense and as its sole obligation and AMAC’s exclusive remedy for any breach of
this warranty, use commercially reasonable efforts to repair any reproducible
nonconformity in any Device reported to LIFECOMM by AMAC in writing during the
Warranty Period or, if LIFECOMM determines that it is unable to repair any
reproducible nonconformity in the Device, LIFECOMM will replace such
Device.  Any such repair or replacement of a Device to AMAC will not
extend the original Warranty Period.  As a condition to receiving the
warranty remedies hereunder, AMAC must (a) be responsible for all communications
with the Client (either directly or indirectly through a third party
distribution channel); (b) return the nonconforming Device to LIFECOMM in
accordance with LIFECOMM’s then-current RMA policy; and (c) provide reasonable
cooperation to LIFECOMM in diagnosing and reproducing the
nonconformity.  AMAC shall pay all freight and shipping costs
associated with warranty returns and replacements of Devices; provided, however, that if
LIFECOMM testing has confirmed that the Device in fact fails to conform to the
warranty set forth in this section (i.e., the identified failure does not arise
from user error, abuse, or misuse), then LIFECOMM shall issue to AMAC a credit
in an amount equal to the freight and shipping costs incurred by AMAC for the
return and replacement of such Device.  Such credit must be applied
against the next LIFECOMM invoice; in the event that any such credit remains
outstanding at the time that this Agreement expires or is terminated, LIFECOMM
will remit to AMAC a payment in the amount of the outstanding
credit.  LIFECOMM shall offer extended warranty protection on the same
terms and conditions set forth in this Section 10.2 in accordance
with the pricing schedule on Attachment F.




10.3         Warranties by
AMAC.  AMAC will not make or publish any false or misleading
representations, warranties, or guarantees on behalf of LIFECOMM or its
suppliers concerning the Product, Device, LIFECOMM Connectivity Service, or
Mobile PERS Web Application Services that are inconsistent with any warranties
made by LIFECOMM.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


12


10.4         Disclaimer of
Warranty.  The express warranties in this subsection are in
lieu of all other warranties, whether express, implied, or statutory, regarding
the Device, LIFECOMM Connectivity Service, LIFECOMM Mobile PERS API, LIFECOMM
Web Application Services, or the User Documentation, including any warranties of
merchantability, fitness for a particular purpose, title, and non-infringement
of third-party rights.  AMAC acknowledges that it has relied on no
warranties other than the express warranties in this Agreement and that no
warranties are made by any of LIFECOMM’s suppliers.  WITHOUT LIMITING
THE FOREGOING, (i) LIFECOMM DOES NOT WARRANT THAT THE DEVICE, LIFECOMM
CONNECTIVITY SERVICE, LIFECOMM MOBILE PERS API, LIFECOMM WEB APPLICATION
SERVICES, OR ANY PART THEREOF WILL BE UNINTERRUPTED OR ERROR FREE OR WILL NOT
SUFFER DOWNTIME OR OTHER OUTAGE; (ii) LIFECOMM DOES NOT WARRANT THAT THE THIRD
PARTY PROVISION OF WIRELESS NETWORK SERVICES WILL NOT FAIL, MALFUNCTION, OR BE
DEFECT- OR ERROR-FREE; AND (iii) AMAC DOES NOT WARRANT THAT THE PRODUCT WILL BE
UNINTERRUPTED OR ERROR FREE OR WILL NOT SUFFER DOWNTIME OR OTHER
OUTAGES.  EACH PARTY FURTHER UNDERSTANDS AND AGREES THAT THE OTHER
PARTY IS NOT RESPONSIBLE FOR ANY HARDWARE, SOFTWARE OR OTHER PRODUCTS OR
SERVICES PROVIDED BY PERSONS OTHER THAN SUCH PARTY, INCLUDING WITHOUT
LIMITATION, ANY SERVICES PROVIDED BY OR ON BEHALF OF SUCH PARTY AND/OR ANY OTHER
PERSON OR BUSINESS ENTITY.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


13


11.         LIMITATION
OF LIABILITY.  EXCEPT WITH RESPECT TO GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, INCLUDING AN INTENTIONAL BREACH OF THIS AGREEMENT OR THE LLC
AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND
LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT.  EXCEPT AS
SET FORTH IN THE LLC AGREEMENT AND SECTION 12 (INDEMNIFICATION) OF THIS
AGREEMENT, AND EXCEPT WITH RESPECT TO ANY GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, INCLUDING AN INTENTIONAL BREACH OF THIS AGREEMENT OR THE LLC
AGREEMENT, EACH PARTY’S TOTAL LIABILITY IN CONNECTION WITH ANY CLAIM ARISING
FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE,
WILL NOT EXCEED ***.  FURTHERMORE, EXCEPT AS SET FORTH IN THE LLC
AGREEMENT AND SECTION 12 (INDEMNIFICATION) OF THIS AGREEMENT, AND EXCEPT WITH
RESPECT TO ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, INCLUDING AN INTENTIONAL
BREACH OF THIS AGREEMENT OR THE LLC AGREEMENT, EACH PARTY’S TOTAL CUMULATIVE
LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN
CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED ***.  EACH PARTY
ACKNOWLEDGES THAT THE FEES SET FORTH IN THIS AGREEMENT REFLECT THE ALLOCATION OF
RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS
AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  THE FOREGOING
LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF
WARRANTY SET FORTH IN THIS AGREEMENT.




12.         INDEMNIFICATION




12.1        Indemnification by
LIFECOMM.




(b)           Infringement.  LIFECOMM
will defend at its own expense any action against AMAC brought by a third party
to the extent that the action is based upon a claim that the Device or any other
component of the AMAC Bundle infringes any copyrights or U.S. patents or
misappropriates any trade secrets and LIFECOMM will pay those costs (including
litigation costs and reasonable attorneys' fees) and damages finallyawarded
against AMAC in any such action, that are specifically attributable to such
claim or those costs and damages agreed to in a monetary settlement of such
action. LIFECOMM further agrees to indemnify AMAC against any other costs and
reasonable attorneys' fees incurred by AMAC, and its directors, officers, and
employees in connection with such claim or action.  The foregoing
obligations are conditioned on AMAC notifying LIFECOMM promptly in writing of
such action, AMAC giving LIFECOMM sole control of the defense thereof and any
related settlement negotiations, and AMAC cooperating and, at LIFECOMM’s
reasonable request and expense, assisting in such defense; provided that a
resolution of any claim that requires an admission of liability from AMAC will
require AMAC’s prior written consent; and further provided that if AMAC
determines that LIFECOMM has abandoned the defense of any such claim, AMAC shall
have the right, in its own behalf, to adjust, settle, defend or otherwise
dispose of such claim, and LIFECOMM shall indemnify AMAC and its directors,
officers, and employees against any costs and damages (including reasonable
attorneys' fees) incurred with respect thereto.  If the Device or any
other component of the AMAC Bundle becomes, or in LIFECOMM’s opinion is likely
to become, the subject of an infringement claim, LIFECOMM may, at its option and
expense, either (i) procure for AMAC the right to continue exercising the rights
licensed to AMAC in this Agreement; or (ii) replace or modify the Device or
other component of the AMAC Bundle, as applicable, so that it becomes
non-infringing and remains functionally equivalent.  This subsection
states LIFECOMM’s entire liability and AMAC’s sole and exclusive remedy for
infringement claims and actions.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


14


(a)           Other
Indemnification.  LIFECOMM will defend at its own expense any
action against AMAC brought by a third party to the extent that the action is
based on or arising from (i) the AMAC Bundle or any component thereof, or (ii)
any libel, or slander based on the User Documentation or other written or
electronic materials provided, or authorized in writing, by LIFECOMM,
transmitted to Clients.  LIFECOMM will pay those costs (including
litigation costs and reasonable attorneys' fees) and damages finally awarded
against AMAC in any such action, that are specifically attributable to such
claim or those costs and damages agreed to in a monetary settlement of such
action that is approved by LIFECOMM. LIFECOMM further agrees to indemnify AMAC
against any other costs and reasonable attorneys' fees incurred by AMAC, and its
directors, officers, and employees in connection with such claim or
action.  The foregoing obligations are conditioned on AMAC notifying
LIFECOMM promptly in writing of such action, AMAC giving LIFECOMM sole control
of the defense thereof and any related settlement negotiations, and AMAC
cooperating and, at LIFECOMM’s reasonable request and expense, assisting in such
defense; provided that a resolution of any claim that requires an admission of
liability from AMAC will require AMAC’s prior written consent; and further
provided that if AMAC determines that LIFECOMM has abandoned the defense of any
such claim, AMAC shall have the right, in its own behalf, to adjust, settle,
defend or otherwise dispose of such claim, and LIFECOMM shall indemnify AMAC and
its directors, officers, and employees against any costs and damages (including
reasonable attorneys' fees) incurred with respect thereto.




(b)           Limitations on Indemnification
Obligation. Notwithstanding the foregoing, LIFECOMM will have no
obligation under this subsection or otherwise with respect to any claim to the
extent arising out of or resulting from (i) any unauthorized use or distribution
of the AMAC Bundle by AMAC or any of its Clients;(ii)
any use of the AMAC Bundle in combination with other products, equipment,
software, or data not supplied by LIFECOMM that is not expressly specified in
this Agreement or in the applicable User Documentation;(iii)
any use or distribution of any release of the AMAC Bundle other than the most
current release made available to AMAC; (iv) any unauthorized modification of
the AMAC Bundle by any person other than LIFECOMM or its authorized contractors.
or (v) any act or omission for which LIFECOMM would have an indemnification or
other claim against AMAC under this Agreement.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


15


12.2         Indemnification by
AMAC.  AMAC will defend at its own expense any action against
LIFECOMM brought by a third party to the extent that the action is based on or
arising from: (i) the EACC service or any other component of the service
provided by AMAC as part of the Mobile PERS Solution that is the subject of the
claim; (ii) any representations, warranties, guarantees, or other written or
oral statements made by or on behalf of AMAC relating to the Devices or the
LIFECOMM Connectivity Service other than as required, or authorized in writing,
by the most senior executive of LIFECOMM or made in the User Documentation;
(iii) any claims against LIFECOMM made by Clients who receive the Devices or the
LIFECOMM Connectivity Service from AMAC other than as part of a Mobile PERS
Solution; (iv) any breach by a Client who receives the Devices or the LIFECOMM
Connectivity Service from AMAC of the applicable Client Service Agreement or
User Documentation ; (v) any failure of AMAC to have in place a binding Client
Services Agreement; or (vi) any libel, slander, or infringement of copyright
based on the written or electronic materials, other than the User Documentation
or as otherwise authorized in writing by LIFECOMM, transmitted by AMAC to
Clients.  AMAC will pay those costs (including litigation costs and
reasonable attorneys' fees) and damages finallyawarded
against LIFECOMM in any such action, that are specifically attributable to such
claim or those costs and damages agreed to in a monetary settlement of such
action that is approved by AMAC.  AMAC further agrees to indemnify
LIFECOMM against any other costs and reasonable attorneys' fees incurred by
LIFECOMM, and its directors, officers, and employees in connection with such
claim or action.  The foregoing obligations are conditioned on
LIFECOMM notifying AMAC promptly in writing of such action, LIFECOMM giving AMAC
sole control of the defense thereof and any related settlement negotiations, and
LIFECOMM cooperating and, at AMAC’s reasonable request and expense, assisting in
such defense; provided that a resolution of any claim that requires an admission
of liability from LIFECOMM will require LIFECOMM’s prior written consent; and
further provided that if LIFECOMM determines that AMAC has abandoned the defense
of any such claim, LIFECOMM shall have the right, in its own behalf, to adjust,
settle, defend or otherwise dispose of such claim, and AMAC shall indemnify
LIFECOMM and its directors, officers, and employees against any costs and
damages (including reasonable attorneys' fees) incurred with respect
thereto.  Notwithstanding the foregoing, AMAC will have no obligation
under this subsection or otherwise with respect to any claim to the extent
arising out of or resulting from any act or omission for which AMAC would have
an indemnification or other claim against LIFECOMM under this
Agreement.




13.         TERM
AND TERMINATION




13.1        Term.Unless
earlier terminated pursuant to Section 13.3 (Termination), the initial term of
this Agreement will begin on the Effective Date and will conclude after a period
of ***  from the Product Launch Date (the “Initial
Term”).  Unless terminated earlier pursuant to Section 13.3, or ***,
upon expiration of the Initial Term, the Agreement will automatically renew for
successive terms (each, a “Renewal Term”) of ***; provided that
***.  The “Term” of the Agreement is the Initial Term and each Renewal
Term.





13.2         Transition.  If, at
any time during the Term of the Agreement, AMAC decides to discontinue its
offering of a Mobile PERS Solution for sale to third parties, then (a) AMAC
shall provide written notice to LIFECOMM no later than *** prior to its intended
discontinuation date; (b) the *** shall terminate immediately upon such written
notice; (c) the parties shall formulate and send a joint announcement to each of
AMAC’s Clients notifying them that AMAC is discontinuing its Mobile PERS
Solutions and informing them of any alternative solution offered by LIFECOMM;
and (d) the parties shall meet to discuss and formulate a mutually-agreed upon
transition plan to facilitate LIFECOMM’s offering of a Mobile PERS Solution to
Clients, which plan will address, among other matters, (i) the transfer of
Client contact information from AMAC to LIFECOMM; (ii) an effective means for
continuing to communicate with Clients about AMAC’s exit from the Mobile PERS
Solution business and the availability of any substitute LIFECOMM Mobile PERS
Solution offering; and (iii) transition processes, policies, and services
necessary to effect a smooth transition with minimal Client
disruption.  Unless otherwise mutually agreed upon by the parties,
AMAC shall not have any obligation to deliver, transfer, or disclose any Client
contact information to LIFECOMM in connection with such
discontinuation.  However, notwithstanding anything to the contrary in
this Agreement, the parties agree and acknowledge that (1) LIFECOMM may have
received certain Client contact information in the course of conducting the
activities contemplated hereunder; (2) LIFECOMM shall not have the obligation to
sanitize its contact databases to remove such contact information; and (3)
LIFECOMM shall have the right to use any such Client contact information for the
purpose of marketing, promoting, selling, and supporting a Mobile PERS
Solution.




13.3         Termination




(a)           ***




(b)           Termination
for Breach following Arbitration.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


16


(i)           Subject
to subclause (ii) of this Section 13.3(b), each Party (the “Non-breaching Party”) may
terminate this Agreement, effective *** (the “Termination Effective Date”)
following delivery of a written notice of termination to the other Party (the
“Breaching Party”),
stating that that (1) the Breaching Party has breached a material provision of
this Agreement and has not cured the breach within *** after receiving written
notice thereof from the Non-breaching Party and (2) this Agreement is being
terminated pursuant to this Section 13.3(b).




(ii)          Upon
written demand by the Breaching Party, which demand must be delivered to the
Non-breaching Party prior to the Termination Effective Date, the Parties shall
submit such dispute giving rise to the written notice of termination of this
Agreement to binding arbitration.  In the event of any such written
demand for arbitration by the Breaching Party, any termination of this Agreement
pursuant to this Section 13.3(b) shall not be effective unless and until the
arbitration proceedings have concluded and the arbitrator has determined that
the alleged breach of a material provision of this Agreement has occurred and
has not been cured within the applicable cure period stated
above.  The arbitration shall be conducted before a single arbitrator
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association (AAA).  The validity, construction, and interpretation of
this Agreement to arbitrate under this Section 13.3(b), and all procedural
aspects of the arbitration conducted pursuant to this Section 13.3(b) shall be
decided by the arbitrator and shall be determined in accordance with the
governing law of this Agreement.  In deciding the substance of the
Parties' claim(s), the arbitrator shall refer to the governing law of this
Agreement.  There shall be a stenographic transcription of the
arbitration proceedings, the costs thereof to be shared equally by the
Parties.  It is agreed that the arbitrator shall have only the
authority to determine whether or not the alleged breach of a material provision
of this Agreement has occurred and has not been cured within the applicable cure
period stated above, and shall have no authority to award damages of any type
under any circumstances whether or not such damages may be available under state
or federal law, or under the Commercial Arbitration Rules of the American
Arbitration Association, and the Parties hereby waive their right, if any, to
recover any such damages.  The arbitration proceeding shall be
conducted in New York County, New York.  Within *** of the written
demand of initiation of the arbitration procedure, the Parties shall select a
neutral arbitrator, who shall be a person who has over ten years professional
experience in commercial transactions of this nature and who has not previously
been employed by any Party and does not have a direct or indirect interest in
any Party or the subject matter of the arbitration.  At the time of
appointment, the arbitrator shall be required to undertake to issue a final
decision within *** of the date of the initial demand for
arbitration.  Any arbitration proceeding and the arbitrator's
determination shall be maintained in confidence by the parties, except to the
extent disclosure is required by law or judicial proceeding having competent
jurisdiction.  Other than matters in which termination is sought by
the Non-breaching Party pursuant to Section 13(b)(i), arbitration shall not be
required except by written consent of the Parties.




(c)           Termination for
Insolvency.  Each Party may terminate this Agreement
immediately upon written notice to the other if the other Party ceases
conducting business, becomes insolvent, makes a general assignment for the
benefit of creditors, has a receiver appointed for its business or assets, or is
subject to voluntary or involuntary bankruptcy proceedings.




(d)           ***




(e)           ***




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


17


13.4       Effects
of Termination




(a)           Payment; Licenses; Licensed LIFECOMM
Mobile PERS Solution.  Upon termination or expiration of this
Agreement for any reason, any amounts owed to LIFECOMM under this Agreement
before such termination or expiration will be immediately due and payable, all
licensed rights granted in this Agreement will immediately cease to exist, and
AMAC must promptly discontinue all further use of the LIFECOMM Marks and all
further use and distribution of the Devices and LIFECOMM Connectivity
Service.




(b)           Continuing
Support.  Notwithstanding the foregoing, if AMAC is not in
breach of any material provision of this Agreement, AMAC shall have the right to
continue to provide Product support services to its Clients and third party
distribution channels existing at the termination or expiration of this
Agreement and LIFECOMM shall continue to facilitate the provision of the
LIFECOMM Connectivity Service for a period of *** thereafter, subject to
LIFECOMM’s ability to obtain such services from the Wireless Carrier during this
period.




(c)           Termination of Wireless Carrier
Agreement.  In the event that this Agreement is terminated
under Subsection 13.3(e)
as a result of the termination or expiration of the agreement between LIFECOMM
and the Wireless Carrier: (i) LIFECOMM is not obligated to ensure that any
Client is able to continue to utilize the cellular connectivity portion of the
LIFECOMM Wireless Service or to arrange for any transfer of any Client’s mobile
directory numbers; (ii) LIFECOMM or the Wireless Carrier may route Clients to a
recording (or other message delivery system) advising that Client's mobile
directory numbers are disconnected and that any requests regarding prior
services and/or the disconnection should be directed to AMAC; and (iii) in such
event, AMAC hereby releases and holds harmless LIFECOMM and its suppliers from
any and all claims and causes of action that may arise from such communications
with Clients.




13.5        Survival.  Sections 1, 3.3, 7.7, 9, 10, 11, 12,
13.4, 14, and any payment obligations incurred prior to expiration or
termination of this Agreement will survive such expiration or
termination.




14.         MISCELLANEOUS




14.1         Publicity.  Neither
party shall issue any press release or make any other public statement
concerning this Agreement without the prior written approval of the other party,
not to be unreasonably withheld or delayed, except to the extent required by law
or regulation.  To the extent a party is required by law or regulation
to disclose the terms of this Agreement, such party may do so if both parties
review and mutually agree upon such required disclosure prior to its disclosure
and such party seeks to obtain confidential treatment thereof to the extent
requested by such other party.




Notwithstanding
the foregoing paragraph, the parties acknowledge that this Agreement, or
portions thereof, and schedules thereto, and descriptions of any of the
foregoing, may be required under applicable law or regulation to be disclosed in
required public disclosure documents, or exhibits thereto, of AMAC filed with
the United States Securities and Exchange Commission (the “SEC”) or any
securities exchange on which its securities are listed for
trading.  Prior to such disclosure, AMAC will inform LIFECOMM in
writing and will use commercially reasonable efforts to seek approval from the
SEC or other applicable regulatory authority for the confidential treatment of
certain confidential information identified by the parties.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


18


14.2         Governing Law and
Venue.  This Agreement and any action related thereto will be
governed and interpreted by and under the laws of the State of New York, without
giving effect to any conflicts of laws principles that require the application
of the law of a different state.  Except as required by Section
13(b)(ii), any legal action or proceeding concerning the validity,
interpretation and enforcement of this Agreement, matters arising out of or
related to this Agreement or its making, performance or breach, or related
matters shall be brought exclusively in the courts of the State of New York in
the County of New York or of the United States of America for the Southern
District of New York, and all parties consent to the exclusive jurisdiction of
those courts, waiving any objection to the propriety or convenience of such
venues.  The United Nations Convention on Contracts for the
International Sale of Goods does not apply to this Agreement.




14.3         Export.  AMAC agrees
not to export, reexport, or transfer, directly or indirectly, any U.S. technical
data acquired from LIFECOMM, or any products utilizing such data, in violation
of the United States export laws or regulations.




14.4         Severability.If any provision
of this Agreement is, for any reason, held to be invalid or unenforceable, the
other provisions of this Agreement will remain enforceable and the invalid or
unenforceable provision will be deemed modified so that it is valid and
enforceable to the maximum extent permitted by law.  Without limiting
the generality of the foregoing, AMAC agrees that Section 11 (Limitation of
Liability) will remain in effect notwithstanding the unenforceability of
any provision in Subsection
10.2 (Warranties by LIFECOMM).




14.5         Waiver.  Any waiver
or failure to enforce any provision of this Agreement on one occasion will not
be deemed a waiver of any other provision or of such provision on any other
occasion.




14.6         Remedies.  Except as
expressly provided in Sections
10 (Warranties) and 12
(Indemnification), the parties’ rights and remedies under this Agreement
are cumulative.  AMAC acknowledges that the Devices, LIFECOMM
Connectivity Service and LIFECOMM Mobile PERS API contain valuable trade secrets
and proprietary information of LIFECOMM and its suppliers, that any actual or
threatened breach of Section 9
(Confidentiality) or any other breach of its obligations with respect to
Intellectual Property Rights of LIFECOMM will constitute immediate, irreparable
harm to LIFECOMM for which monetary damages would be an inadequate remedy, and
that injunctive relief is an appropriate remedy for such breach.  If
any legal action is brought to enforce this Agreement, the prevailing party will
be entitled to receive its attorneys’ fees, court costs, and other collection
expenses, in addition to any other relief it may receive.




14.7         No Assignment.  This
Agreement, and each Party’s rights and obligations herein, may not be assigned,
subcontracted, delegated, or otherwise transferred by a Party without the other
Party’s prior written consent, and any attempted assignment, subcontract,
delegation, or transfer in violation of the foregoing will be null and void;
provided, however, that either Party may assign this Agreement, and its rights
and obligations under this Agreement in connection with a Change of Control of
such Party, or to an entity into which such Party is merged in connection with a
change in such Party’s State of incorporation, without the consent of the other
Party, subject to ***.  The terms of this Agreement shall be binding
upon successors and permitted assignees.




14.8         Force Majeure.  Any
delay in the performance of any duties or obligations of either party (except
the payment of money owed) will not be considered a breach of this Agreement if
such delay is caused by a labor dispute, shortage of materials, fire,
earthquake, flood, or any other event beyond the control of such party, provided
that such party uses reasonable efforts, under the circumstances, to notify the
other party of the circumstances causing the delay and to resume performance as
soon as possible.




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


19


14.9         Independent
Contractors.  AMAC’s relationship to LIFECOMM is that of an
independent contractor, and neither party is an agent or partner of the
other.  AMAC will not have, and will not represent to any third party
that it has, any authority to act on behalf of LIFECOMM.




14.10       Notices. Each party must
deliver all notices or other communications required or permitted under this
Agreement in writing to the other party at the address listed on the signature
page by courier, by certified or registered mail (postage prepaid and return
receipt requested), or by a nationally-recognized express mail
service.  Notice will be effective upon receipt or refusal of
delivery.  If delivered by certified or registered mail, any such
notice will be considered to have been given five (5) business days after it was
mailed, as evidenced by the postmark.  If delivered by courier or
express mail service, any such notice shall be considered to have been given on
the delivery date reflected by the courier or express mail service receipt. Each
party may change its address for receipt of notice by giving notice of such
change to the other party.




14.11       Counterparts.This Agreement
may be executed in one or more counterparts, each of which shall be deemed an
original and all of which shall be taken together and deemed to be one
instrument.




14.12       Entire
Agreement.  This Agreement is the final, complete and exclusive
agreement of the parties with respect to the subject matter hereof and
supersedes and merges all prior discussions between the parties with respect to
such subject matter. No modification of or amendment to this Agreement, or any
waiver of any rights under this Agreement, will be effective unless in writing
and signed by AMAC and LIFECOMM.





***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


20


IN
WITNESS WHEREOF, the undersigned are duly authorized to execute this Agreement
on behalf of AMAC and LIFECOMM.




LIFECOMM
              AMERICAN
      MEDICAL ALERT CORPORATIONBy:           /s/
      Jeffrey A. Leddy
              By:           /s/
      Jack RhianPrint
      Name:       Jeffrey A.
      Leddy
              Print
      Name:            Jack
      RhianTitle:         CEO
              Title:         CEODate:         May
      12, 2010
              Date:         May
      12, 2010




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.




21





ATTACHMENT
A




DESIGNATED
CHANNELS





***
eleven pages omitted





***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


22


ATTACHMENT
B




LIFECOMM
MARKS




LIFECOMM
LLC




www.LIFECOMM.com




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


23


ATTACHMENT
C




STATEMENT
OF WORK




Statement
of Work No. ___





This
Statement of Work No. ____ (this “Statement of Work”), effective as of
___________, 2010, is entered into by and between LIFECOMM LLC (“LIFECOMM”) and
American Medical Alert Corporation (“AMAC”).  This Statement of Work
is a part of and subject to the terms and conditions set forth in the Services
Agreement, dated as of __________ 2010, between LIFECOMM and AMAC.





1.
            Scope
      of Work





2.
            Deliverables





A.
            Deliverable
      Work Product





B.
            Non-Assignable
      Deliverable Work Product IP Rights





3.
            Milestones





4.
            Names
      and Titles of Individuals Performing
Services





5.
            Other
      Provisions




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


24


ATTACHMENT
D




WIRELESS
NETWORK TERMS




Brownouts.  AMAC
acknowledges and agrees that Brownouts may be put in place by the Wireless
Carrier and Roaming Carriers from time to time in the provision of the cellular
connectivity portion of the LIFECOMM Connectivity Service and the Roaming
Carrier’s CMRS and/or Data Service, or PIN codes may be required by the Roaming
Carrier.  The Wireless Carrier may implement a Brownout in the
Territory.  LIFECOMM will endeavor to promptly provide AMAC with
notice after the commencement or occurrence of any Brownout, but LIFECOMM’s
failure to provide such notice will not be considered a breach of its obligation
under this Agreement.





Interference.  AMAC
shall assist LIFECOMM and the Wireless Carrier in taking all actions necessary
as determined by the Wireless Carrier in its sole discretion to prevent and/or
terminate actual or potential Interference with Facilities, Systems and/or the
cellular connectivity portion of the LIFECOMM Connectivity
Service.  “Interference” shall mean causing actual or potential harm
to the Facilities, Systems, LIFECOMM Connectivity Service or the performance
metrics of the Wireless Carrier Facilities or Systems, and includes Fraudulent
Usage.  Such harm may include, but shall not be limited to the (i)
disproportionate use of the Wireless Carrier Facilities’ resources, air link,
backbone network, (ii) any use that adversely affects the performance metrics,
as determined by the Wireless Carrier, of Facilities, Systems or LIFECOMM
Connectivity Service, or (iii) the impairment of the quality of LIFECOMM
Connectivity Service provided to End Users or any Customer.  In the
event that there is Interference, AMAC shall immediately cease such Interference
or promptly order the End User to cease from engaging in such act(s) of
Interference.  In the extent that such Interference continues despite
the above, LIFECOMM shall have the right to discontinue the cellular
connectivity portion of the LIFECOMM Connectivity Service to that End User or
the MDN assigned thereto and/or deny AMAC’s access to Systems (in the case of
Interference to Systems, in accordance with an applicable System policy), and
LIFECOMM shall provide AMAC with written notification of such discontinuance
promptly thereafter.  AMAC shall assist LIFECOMM in taking all actions
necessary to prevent further Interference.  In the event LIFECOMM or
the Wireless Carrier determines the Interference is adverse to Facilities,
Systems or the cellular connectivity portion of the LIFECOMM Connectivity
Service, LIFECOMM and the Wireless Carrier reserve the right to suspend any new
Activation of Interfering Equipment.





Area Code
Relief.  The parties agree to cooperate in good faith to
implement any area code relief in a given Territory.  LIFECOMM may
provide notice, if and as available, of any area code relief.  AMAC
shall reprogram the Equipment and may be required to notify affected End Users
of any changes in MDNs.  Any failure by AMAC to comply with such
obligations may adversely affect AMAC’s ability to provide LIFECOMM Connectivity
Service or to timely bill End Users, but the Wireless Carrier shall still
invoice AMAC, and AMAC shall still be obligated to pay for any LIFECOMM
Connectivity Service or Roaming used after the area code relief.  AMAC
is responsible for obtaining area code information from NANPA (www.nanpa.com) or
the applicable state public utility commission website.





Radio Frequency (RF)
Enhancer.  AMAC shall not install, deploy, or use any
regeneration equipment or similar mechanism (for example, a repeater) to
originate, amplify, enhance, retransmit or regenerate a transmitted RF
signal.





***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


25





Wireless Carrier’s Right To Modify
Rates, Charges, Fees and Other Amounts.





AMAC
hereby acknowledges and agrees that the Wireless Carrier may change, introduce,
terminate, add, adjust, and/or modify, any and all “non-Wireless Carrier” rates
(e.g. Roaming), Taxes, charges, fees, tables, charts, discounts, and/or the
qualification requirements (if any, for such items) upon ***prior notice to
LIFECOMM, in which case LIFECOMM may make a corresponding change to the rates,
taxes, charges, fees, tables, charts, discounts and/or the qualification
requirements upon ***prior
notice.  AMAC acknowledges and agrees that any such change,
termination, adjustment and/or modification shall apply to all Active MDNs
hereunder, except as expressly provided by LIFECOMM in the notice required under
this paragraph.





Wireless Carrier’s Right to Modify
Business Practices.  This Agreement is subject to all
applicable business practices, policies, and procedures of the Wireless Carrier
of which AMAC has notice.  Such procedures, policies and business
practices may be modified or changed, or new business practices, policies and
procedures introduced, at any time upon ***notice, which
may be provided by posting on the Wireless Carrier’s website (at an address to
be provided by the Wireless Carrier) or written notice to AMAC via email, USPS,
or courier service, provided, that such change may not materially modify,
curtail or otherwise diminish the Wireless Carrier’s or AMAC’s material
obligations hereunder.





Facility
Modifications.  AMAC acknowledges that CMRS and Data Service is
a rapidly changing industry and technology and as such neither LIFECOMM nor the
Wireless Carrier shall be liable to AMAC or to AMAC's End Users if changes in
any of the Facilities, Systems, operations, equipment, procedures, or LIFECOMM
Connectivity Service render obsolete any Equipment, service, software and/or
applications provided by AMAC to End Users in conjunction with use of the
LIFECOMM Connectivity Service.





Privacy and Security of LIFECOMM
Connectivity Service.  AMAC acknowledges neither LIFECOMM, the
Wireless Carrier, nor any of their Affiliates can guarantee the privacy or
security of any transmission, including voice and/or data transmitted through
the use of the cellular connectivity portion of the LIFECOMM Connectivity
Service or Roaming.





Capacity
Limitation.  The parties recognize that unusual concentrations
of the cellular connectivity portion of the LIFECOMM Connectivity Service usage
may occur in certain locations.  Neither LIFECOMM nor the Wireless
Carrier shall incur liability for its inability to provide adequate LIFECOMM
Connectivity Service hereunder if such liability is due to a lack of capacity on
the Wireless Carrier Facilities or Carrier Facilities which results from the
aforesaid usage concentration, and nothing herein shall require LIFECOMM or the
Wireless Carrier to expend any capital or resources to ensure capacity for
AMAC’s or its End Users' use of LIFECOMM Connectivity Service or
Roaming.





***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


26





AMAC
agrees to and acknowledges the following:  The CMRS and/or Data
Service are subject to transmission limitations caused by atmospheric and like
conditions.  The cellular connectivity portion of the LIFECOMM
Connectivity Service may be temporarily interrupted or curtailed due to
government regulations, suspected fraudulent activities, network modifications,
upgrades, relocations, repairs and similar activities necessary or appropriate
for the proper or improved operation of the LIFECOMM Connectivity Service. The
cellular connectivity portion of the LIFECOMM Connectivity Service is subject to
network and transmission limitations, including cell site unavailability,
particularly near boundaries and in remote areas.  Equipment, weather,
topography and other environmental considerations also affect CMRS and/or Data
Service and such CMRS and/or Data Service may vary significantly within
buildings, or dependent upon the location of the Equipment.  With
digital-only Equipment the End User can only make and receive calls and/or
transmit data when CDMA digital service is available.  When CDMA
digital service is not available, such Equipment will not be able to make and
receive calls and/or transmit data of any kind.





***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


27





ATTACHMENT
E




MINIMUM
CLIENT SERVICE TERMS





Limitations
      of Service


Our
      Coverage Area


Disclaimer
      of Warranties


Certain
      Other Limitations of the including Emergency Services and Our Need for
      Your Cooperation


Additional
      Limitations and Prohibitions on Your Use of the Equipment, Service, and
      Website


Your
      Responsibilities for Insuring and Maintaining Your Equipment and for Other
      Important Matters


No
      Ownership Rights in any Numbers or
Addresses


Suspending;
      Terminating; Changing; Transferring and Reactivating the
      Service


Dispute
      Resolution


The
      Laws Governing Our Relationship


Limitation
      of Liability


Indemnification;
      Release


Miscellaneous
      Terms


Relationship
      Between Parties


Third-Party
      Beneficiaries


Other
      Provisions Required by Our Third Party
Vendors





***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


28





ATTACHMENT
F




FEES AND
PAYMENT TERMS





*** two
pages omitted




***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


29


ATTACHMENT
G




INTEGRATION
COSTS





*** one
page omitted





***
denotes language for which American Medical Alert Corp. will request
confidential treatment pursuant to the rules and regulations of the Securities
Act of 1933, as amended.  Confidential portions portions have been
omitted and will be filed separately with the Securities and Exchange
Commission.


30