EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT


         EMPLOYMENT  AGREEMENT  dated as of August  12,  2003  between  AMERICAN
MEDICAL  ALERT  CORP.,  a New York  corporation  (the  "Company"),  with offices
located  at 3265  Lawson  Boulevard,  Oceanside,  New York  11572 and  HOWARD M.
SIEGEL,  an individual  having an address at 131 Montauk Highway,  West Hampton,
New York 11977 ("Employee").

                               W I T N E S S E T H:

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

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

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

         1.  Employment.  The Company  hereby  employs  Employee  for the period
beginning as of the date hereof and ending  December 31,  2006,  unless  earlier
terminated pursuant hereto (the "Employment Period").

         2.  Duties.  Subject to the  authority of the Board of Directors of the
Company,  Employee  shall be  employed as the  Company's  Chairman of the Board,
President  and Chief  Executive  Officer.  Employee will perform such duties and
services of an executive nature,  commensurate with his position as the Chairman
of the Board, President and Chief Executive Officer, as may from time to time be
assigned to him by the Board of Directors.

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

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

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                  (a) A base salary,  to be paid on a weekly basis,  at the rate
of:

                           (i) $300,000  per annum  during the period  beginning
                  June 1, 2003 and ending December 31, 2003;

                           (ii)  $315,000 per annum during the period  beginning
                  January 1, 2004 and ending December 31, 2004;

                           (iii) $330.750 per annum during the period  beginning
                  January 1, 2005 and ending December 21, 2005; and

                           (iv)  $347,288 per annum during the period  beginning
                  January 1, 2006 and ending December 31, 2006.

                  (b) As  additional  compensation,  with respect to each fiscal
year of the Company  during the  Employment  Period  during which the  Company's
PreTax Income (as hereinafter defined) exceeds $1,000,000,  an amount equal to a
percentage of the Company's PreTax Income,  as follows:  (i) 5% of the Company's
PreTax Income between $1,000,000 and $2,000,000; (ii) 6% of the Company's PreTax
Income  between  $2,000,000  and  $3,000,000;  (iii) 7% of the Company's  PreTax
Income  between  $3,000,000  and  $4,000,000;  (iv) 8% of the  Company's  PreTax
Income, between $4,000,000 and $5,000,000; (v) 9% of the Company's PreTax Income
between  $5,000,000 and $6,000,000;  and (vi) 10% of the Company's PreTax Income
in excess of $6,000,000.

                  For the  sake  of  clarity,  and as an  example  only,  if the
Company's  PreTax  Income  with  respect to a  particular  fiscal year equals to
$2,100,000,  then Employee will be entitled to additional  compensation pursuant
to the preceding paragraph in an amount equal to $56,000, calculated as follows:
5% of $1,000,000 (the amount of the Company's  PreTax Income between  $1,000,000
and $2,000,000)  plus 6% of $100,000 (the amount of the Company's  PreTax Income
between  $2,000,000 and $3,000,000),  which equals to $50,000 plus $6,000,  or a
total of $56,000.

                  (c) The Employee  shall be eligible for bonus  payments  which
may be awarded by the Board of Directors of the Company in its sole discretion.

                  (d)  The  additional  compensation  to  be  paid  pursuant  to
paragraph  4(b) hereof  shall be payable  and/or  issuable,  as the case may be,
promptly following the availability of the audited financial statements relating
to the applicable fiscal year of Company.  To the extent any such fiscal year is
not entirely included in the Employment Period,  because for example Employee is
terminated by the Company other than in accordance  with  paragraph 9(a) hereof,
Employee  shall  receive the pro rata  portion of such  additional  compensation
determined  by  multiplying  the  additional  compensation,   computed  for  the
applicable  fiscal year, by a fraction whose  numerator is the number of days in
such fiscal year included in the Employment  Period and whose denominator is the
total number of days in such fiscal year.

                  (e) The compensation  provided for herein shall be in addition
to any retirement, profit sharing, insurance or similar benefit which may at any
time be payable to


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<PAGE>

Employee  pursuant  to any  plan  or  policy  of the  Company  relating  to such
benefits,  which additional  benefits shall be made available to Employee on the
same basis as they are generally made available to other  executive  officers of
the Company.  Such compensation shall be in addition to any options which may be
granted under any stock option plan of the Company.

                  (f) The Company shall  reimburse  Employee in accordance  with
the Company's normal policies for all reasonable  travel,  hotel, meal and other
expenses properly incurred by him in the performance of his duties hereunder.

                  (g) The  Company  shall  provide  Employee  with  the use of a
suitable  automobile,  selected by Employee and leased by the Company,  with all
expenses of  operation  such as  insurance,  gas, oil and repair paid for by the
Company and having a cost to the Company not to exceed $1,650.00 monthly.

                  (h) For the purposes of this Agreement,  "PreTax Income" shall
mean for each fiscal year the net income  before  provision  for income taxes of
the  Company  and its  consolidated  subsidiaries,  as set forth in the  audited
financial  statements of the Company, for such fiscal year before any adjustment
for the effect of the additional compensation pursuant to paragraph 4(b) hereof,
determined in accordance  with  generally  accepted  accounting  principles,  as
consistently applied by the Company.

         5. Vacation. Employee shall be entitled to four (4) weeks vacation each
fiscal year,  to be taken at such time as is mutually  convenient to the Company
and Employee.

         6. Death.  In the event of the death of Employee  during the Employment
Period,  this Agreement and the employment of Employee hereunder shall terminate
on the date of the death of Employee.  The estate of Employee (or such person(s)
as Employee shall  designate in writing)  shall be entitled to receive,  and the
Company agrees to continue to pay, in accordance with the normal pay practice of
the  Company,  the base salary of Employee  provided by  paragraph  4(a) and the
additional benefits,  if any, provided by paragraph 4(e), in each instance for a
period of one (1) year following the date of death of Employee.

         7.  Disability.  In the event that Employee  shall be unable to perform
because of illness or incapacity, physical or mental, the duties and services to
be  performed  by him  hereunder  for a period of one hundred  and eighty  (180)
consecutive  days or an  aggregate  period of more than one  hundred  and eighty
(180) days in any 12-Month  period,  the Company may  terminate  this  Agreement
after the expiration of such period.  Upon such  termination,  Employee shall be
entitled  to  receive  the  base  salary  provided  by  paragraph  4(a)  and the
additional benefits,  if any, provided by paragraph 4(e), in each instance for a
period of one (1) year following termination due to disability.

         8. NonCompetition and NonDisclosure.  (a) Employee covenants and agrees
that,  throughout the Employment Period and for a period of eighteen (18) months
thereafter,  he will not,  directly  or  indirectly,  own,  manage,  operate  or
control, or participate in the ownership,  management,  operation or control of,
any  business  competing  directly  in the  United  States of  America  with the
business  conducted by the Company or any  subsidiary of


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the Company on the date of termination hereof; provided,  however, that Employee
may own not  more  than 5% of the  outstanding  securities  of any  class of any
corporation  engaged in any such  business,  if such  securities are listed on a
national  securities exchange or regularly traded in the Over the Counter market
by a member of a national securities association.

                  (b)  Employee  covenants  and  agrees  that,   throughout  the
Employment Period and for a period of eighteen (18) months  thereafter,  he will
not directly or indirectly solicit,  entice or induce any person who on the date
of  termination of employment of Employee is, or within the last three months of
Employee's  employment  by the Company was,  associated  with or employed by the
Company or any subsidiary of the Company to leave the employ of or terminate his
association  with the Company,  or any  subsidiary  of the Company,  solicit the
employment  of any such  person  on his own  behalf  or on  behalf  of any other
business enterprise.

                  (c)  Employee  covenants  and  agrees  that,   throughout  the
Employment Period and at all times  thereafter,  he will not use, or disclose to
any third  party,  trade  secrets or  confidential  information  of the Company,
including,  but not  limited  to,  confidential  information  or  trade  secrets
belonging or relating to the Company,  its subsidiaries,  affiliates,  customers
and  clients  or  proprietary  processes  or  procedures  of  the  Company,  its
subsidiaries,  affiliates,  customers  and clients.  Proprietary  processes  and
procedures shall include,  but shall not be limited to, all information which is
known or intended to be known only by employees of the Company,  its  respective
subsidiaries  and affiliates or others in a confidential  relationship  with the
Company or its respective  subsidiaries and affiliates which relates to business
matters.

                  (d) If any term of this  paragraph  8 is  found  by any  court
having  jurisdiction  to be too broad,  then and in that  case,  such term shall
nevertheless  remain effective,  but shall be considered amended (as to the time
or area or otherwise, as the case may be) to a point considered by said court as
reasonable, and as so amended shall be fully enforceable.

                  (e) In the event that Employee  shall violate any provision of
this  Agreement  (including  but not limited to the provisions of this paragraph
8), then  Employee  hereby  consents to the granting of a temporary or permanent
injunction against him by a court of competent jurisdiction prohibiting him from
violating any provision of this  Agreement.  In any proceeding for an injunction
and upon any motion for a temporary or  permanent  injunction,  Employee  agrees
that his  ability to answer in  damages  shall not be a bar or  interposed  as a
defense to the  granting  of such  temporary  or  permanent  injunction  against
Employee.  Employee  further  agrees that the Company  will not have an adequate
remedy at law in the  event of any  breach by  Employee  hereunder  and that the
Company will suffer  irreparable  damage and injury if Employee  breaches any of
the provisions of this Agreement.

9.       Termination.

                  (a) The Company may terminate this Agreement without liability
(other than for the base salary  provided in paragraph  4(a) accrued to the date
of  termination)  in the  event of (i) a  material  breach  by  Employee  of the
provisions of this Agreement, which breach


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<PAGE>

shall not have been cured by  Employee  within  one  hundred  twenty  (120) days
following  notice  thereof by the Company to Employee,  (ii) the  commission  of
gross  negligence  or bad faith by  Employee  in the  course  of his  employment
hereunder,  which commission has a material adverse effect on the Company, (iii)
the  commission  by Employee  of a criminal  act of fraud,  theft or  dishonesty
causing  material  damages  to the  Company or any of its  subsidiaries  or (iv)
Employee  shall be convicted  of (or plead nolo  contendere  to) any felony,  or
misdemeanor  involving moral turpitude if such  misdemeanor  results in material
financial harm to or materially adversely affects the goodwill of the Company.

                  (b) Employee may terminate this Agreement without liability at
any time upon at least one (1) year prior written notice.

                  (c) After a Change in Control  (as  hereinafter  defined)  has
occurred,  Employee may terminate his employment  upon thirty (30) days' written
notice to the Company  within one hundred and eighty (180) days following such a
Change in Control.

                  An election by Employee to terminate his employment  under the
provisions of this paragraph 9(c) shall not be deemed a voluntary termination of
employment by Employee for the purpose of interpreting  the provisions of any of
the Company's employee benefit plans, programs or policies.  Employee's right to
terminate his  employment  pursuant to this paragraph 9(c) shall not be affected
by his illness or  incapacity,  whether  physical or mental,  unless the Company
shall at the time be entitled to terminate his employment  under  paragraph 7 of
this Agreement.  Employee's continued employment with the Company for any period
of time less than one  hundred  and eighty  (180) days after a Change in Control
shall  not be  considered  a waiver of any  right he may have to  terminate  his
employment pursuant to this paragraph 9(c).

                  (d)  After a Change  in  Control  has  occurred,  if  Employee
terminates his employment with the Company  pursuant to paragraph 9(c) hereof or
if Employee's  employment is terminated by the Company for any reason other than
pursuant to paragraph  9(a)  hereof,  Employee (i) shall be entitled to his base
salary in effect at the time of such  termination,  the additional  compensation
determined  in  accordance   with  paragraph  4(b)  hereof,   bonuses,   awards,
perquisites and benefits,  including,  without  limitation,  benefits and awards
under the Company's stock option plans and the Company's  pension and retirement
plans and programs,  through the date  specified in the notice of termination as
the last day of Employee's  employment by the Company (the  "Termination  Date")
and,  in addition  thereto,  (ii) shall be entitled to be paid in a lump sum, on
the Termination  Date, an amount of cash (to be computed,  at the expense of the
Company, by the independent certified public accountants utilized by the Company
immediately  prior  to  the  Change  of  Control  (the   "Accountants"),   whose
computation shall be conclusive and binding upon Employee and the Company) equal
to 2.99 times Employee's  "base amount" as defined in Section  280G(b)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"). Such lump sum payment is
hereinafter referred to as the "Termination Compensation."

                  (e)   Notwithstanding   anything  in  this  Agreement  to  the
contrary,  Employee  shall  have the right,  prior to the  receipt by him of any
amounts due hereunder,


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to waive the receipt thereof or, subsequent to the receipt by him of any amounts
due  hereunder,  to treat some or all of such amounts as a loan from the Company
which Employee shall repay to the Company, within ninety (90) days from the date
of  receipt,  with  interest at the rate  provided in Section  7872 of the Code.
Notice of any such waiver or  treatment  of amounts  received as a loan shall be
given by  Employee  to the  Company  in writing  and shall be  binding  upon the
Company.

                  (f) It is intended  that the  "present  value" of the payments
and benefits to Employee,  whether under this Agreement or otherwise,  which are
includable  in  the  computation  of  "parachute  payments"  shall  not,  in the
aggregate,  exceed  2.99 times the "base  amount"  (the terms  "present  value",
"parachute  payments"  and "base amount"  being  determined  in accordance  with
Section  280G of the  Code).  Accordingly,  if  Employee  receives  payments  or
benefits  from the  Company  prior to  payment of the  Termination  Compensation
which, when added to the Termination Compensation,  would, in the opinion of the
Accountants,  subject any of the  payments or benefits to Employee to the excise
tax imposed by Section 4999 of the Code, the Termination  Compensation  shall be
reduced by the smallest amount necessary, in the opinion of the Accountants,  to
avoid such tax. In addition,  the Company  shall have no  obligation to make any
payment  or  provide  any  benefit  to  Employee  subsequent  to  payment of the
Termination Compensation which, in the opinion of the Accountants, would subject
any of the payments or benefits to Employee to the excise tax imposed by Section
4999 of the Code.  No reduction in  Termination  Compensation  or release of the
Company from any payment or benefit  obligation  in reliance  upon any aforesaid
opinion of the  Accountants  shall be  permitted  unless the Company  shall have
provided  to  Employee a copy of any such  opinion  that  specifically  entitles
Employee to rely thereon,  no later than the date otherwise required for payment
of the Termination Compensation or any such later payment or benefit.

                  (g) "Change of Control" as used in this  Agreement  shall mean
the occurrence of any of the following:

                           (i) any  "person"  or "group" (as such terms are used
in Section  3(a)(9) and  13(d)(3) of the  Securities  Exchange  Act of 1934,  as
amended (the "Act")),  except for an employee stock  ownership  trust (or any of
the trustees  thereof),  becomes a  "beneficial  owner" (as such term in used in
Rule  13d-3  promulgated  under the Act),  after the date  hereof,  directly  or
indirectly,  of  securities  of the  Company  representing  30% or  more  of the
combined voting power of the Company's then outstanding securities;

                           (ii) a change in  "control"  of the  Company  (as the
term "control" is defined in Rule 12b-2 or any successor rule promulgated  under
the Act) shall have occurred;

                           (iii) the majority of the Board of Directors, as such
entire Board of Directors is composed at the date of this  Agreement,  no longer
serve as directors of the Company, except that there shall not be counted toward
such  majority who no longer serve as directors any director who ceased to serve
prior to the date of a Change in Control,  for any reason,  or at any other time
due to his death, disability or termination for cause;

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<PAGE>

                           (iv) the  shareholders  of the Company approve a plan
of  complete  liquidation  of the  Company  or an  agreement  for  the  sale  or
disposition by the Company of all or substantially  all of the Company's assets;
or

                           (v) the  shareholders of the Company approve a merger
or consolidation  of the Company with any other company,  other than a merger or
consolidation  which would result in the combined  voting power of the Company's
voting securities outstanding  immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving  entity) more than 70% of the combined  voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or  consolidation.  Notwithstanding  the foregoing,  any transaction
involving a leveraged  buyout or other  acquisition  of the Company  which would
otherwise constitute a Change in Control, in which Employee  participates in the
surviving or successor  entity (other than solely as an employee or consultant),
shall not constitute a Change in Control.

         10. No Impediments. Employee warrants and represents that he is free to
enter into this Agreement and to perform the services  contemplated  thereby and
that such  actions  will not  constitute  a breach  of, or  default  under,  any
existing agreement.

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

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

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

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

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

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

         17. Notices. Any notice under the provisions of this Agreement shall be
in writing, shall be sent by one of the following means, directed to the address
set forth on the


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

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

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

                                    EMPLOYEE:

                                    /s/ Howard M. Siegel
                                    --------------------------------------------
                                    Howard M. Siegel




                                    COMPANY:

                                    AMERICAN MEDICAL ALERT CORP.


                                    By:  /s/ Richard Rallo
                                         ---------------------------------------
                                         Name:       Richard Rallo
                                         Title:      Chief Financial Officer


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