AMENDMENT
NO. 14 AND WAIVER TO CREDIT AGREEMENT





AMENDMENT NO. 14 AND WAIVER,dated as of June 29, 2010 (this “Amendment and Waiver”), with respect to
the Credit Agreement, dated as of May 20, 2002 (as same has been and may be
further amended, restated, supplemented or modified, from time to time, the
“Credit Agreement”), by and between AMERICAN MEDICAL ALERT CORP.,a New York corporation (the “Company”) and JPMORGAN CHASE BANK, N.A., as
successor-in-interest to The Bank of New York, a national banking association
(the “Lender”).





RECITALS





The
Company has requested, and the Lender has agreed subject to the terms and
conditions of this Amendment and Waiver, to amend and waive certain provisions
of the Credit Agreement, all as herein set forth.





Accordingly,
in consideration of the premises and of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:





1.           Amendment.  The
definition of the term “Revolving Credit Commitment
Termination Date“  in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety to provide as follows:




“Revolving
Credit Commitment Termination Date” shall mean June 30, 2013.




2.           Waiver. The Lender
hereby waives the late receipt of (i) the management prepared consolidating
interim balance sheet and the related management prepared interim consolidating
statement of income of the Company and the Corporate Guarantors, each required
to be delivered to the Lender pursuant to Section 6.03(b)(ii) of the Credit
Agreement and (ii) the Chief Financial Officer's certificate, required to be
delivered  to the Lender pursuant to Section 6.03(b)(ii) and 6.03(c)
of the Credit Agreement, all for the fiscal quarter ended March 31, 2010,
provided that such statements and certificate were received by June 21,
2010.




3.           Conditions of
Effectiveness. This Amendment and Waiver shall become effective upon
receipt by  (i) the Lender of this Amendment and Waiver, duly executed
by the Company and each Guarantor and such other documents, instruments and
agreements that the Lender shall reasonably require with respect thereto and
(ii) Farrell Fritz, P.C., of its reasonable attorneys’ fees and expenses
incurred in connection with the preparation, execution and delivery of this
Amendment and Waiver, plus all outstanding amounts owed to Farrell Fritz, P.C.
for unpaid attorney’s fees and expenses.




4.           Miscellaneous.




(a)           This
Amendment and Waiver shall be governed by and construed in accordance with the
laws of the State of New York.




(b)           All
terms used herein shall have the same meaning as in the Credit Agreement, as
amended hereby, unless specifically defined herein.




(c)           This
Amendment and Waiver shall constitute a Loan Document.


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(d)          Except
as expressly amended and waived hereby, the Credit Agreement remains in full
force and effect in accordance with the terms thereof.  The Credit
Agreement and the Loan Documents are each ratified and confirmed in all respects
by the Company.  The amendments and waivers herein are limited
specifically to the matters set forth above and for the specific instance and
purpose for which given and do not constitute directly or by implication an
amendment or waiver of any other provisions of the Credit Agreement or a waiver
of any Default or Event of Default which may occur or may have occurred under
the Credit Agreement or any other Loan Document.




(e)           Upon
the effectiveness of this Amendment and Waiver, each reference in the Credit
Agreement and the other Loan Documents to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import shall mean and be a reference to the
Credit Agreement, as amended hereby.




(f)           The
Company hereby represents and warrants that, (i) except with respect to the
matters described in the Press Release (as defined in Amendment No. 2 to Credit
Agreement, dated as of March  28, 2005 between the Company and the
Lender), the representations and warranties by the Company pursuant to the
Credit Agreement and each other Loan Document, as updated by the Schedules
attached hereto, are true and correct, in all material respects, on the date
hereof, and (ii) no Default or Event of Default exists under the Credit
Agreement or any other Loan Document; provided that, the  Lender
hereby acknowledges and agrees that the representations and warranties of the
Company contained in the Credit Agreement and those covenants set forth in
Sections 6.05, 6.06, 6.07, and 6.12 of the Credit Agreement shall not be deemed
(prior to, at or after this date of this Amendment and Waiver) to be breached as
a result of the matters described in the Press Release, provided that such
matter or matters do not now or shall not hereafter cause a Material Adverse
Effect or cause the occurrence of any other Event of Default, it being agreed
and understood that the $1,500,000 charge described in the Press Release, in
itself, will not be deemed to constitute a Material Adverse Effect.




(g)          The
Company hereby: (a) acknowledges and confirms that, notwithstanding the
consummation of the transactions contemplated by this Amendment and Waiver, (i)
all terms and provisions contained in the Security Documents are, and shall
remain, in full force and effect in accordance with their respective terms and
(ii) the liens heretofore granted, pledged and/or assigned to the Lender as
security for the Company’s obligations under the Notes, the Credit Agreement and
the other Loan Documents shall not be impaired, limited or affected in any
manner whatsoever by reason of this Amendment and Waiver and that all such liens
shall be deemed granted, pledged and/or assigned to the Lender as security for
the Company’s obligations to the Lender, (b) represents, warrants and confirms
the non-existence of any offsets, defenses, or counterclaims to its obligations
under the Credit Agreement or any Loan Document and (c) represents and warrants
that the execution, delivery and performance by the Company of this Amendment
and Waiver has been duly authorized by all requisite corporate action, if
any.




(h)          This
Amendment and Waiver may be executed in one or more counterparts, each of which
shall constitute an original, but all of which, when taken together, shall
constitute but one Amendment and Waiver.





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IN WITNESS WHEREOF, the
Company and the Lender have caused this Amendment and Waiver to be duly executed
by their duly authorized officers as of the day and year first above
written.





AMERICAN
      MEDICAL ALERT CORP.By:
      /s/ Jack RhianName:
      Jack RhianTitle:  
      PresidentJPMORGAN
      CHASE BANK, N.A.By:
      /s/ Carolyn LattanziName:  Carolyn
      LattanziTitle:    Vice
      President





The
undersigned, not parties to the Credit Agreement but as Guarantors under their
respective Guaranties executed in favor of the Lender, dated as of May 20, 2002,
and as Grantors under the Security Agreement, dated as of May 20, 2002, each
hereby (a) accept and agree to the terms of the foregoing Amendment and Waiver,
(b) acknowledge and confirm that all terms and provisions contained in their
respective Guaranty are, and shall remain, in full force and effect in
accordance with their respective terms and (c) (i) all terms and provisions
contained in the Security Agreement are and shall remain, in full force and
effect in accordance with their respective terms and (ii) the liens heretofore
granted, pledged and/or assigned to the Lender as security for the Guaranteed
Obligations (as defined in the Guaranty) shall not be impaired, limited or
affected in any manner whatsoever by reason of this Amendment and Waiver and
that all such liens shall be deemed granted, pledged and/or assigned to the
Lender as security for the Guarantee Obligations.





HCI
      ACQUISITION CORP.SAFE
      COM INC.LIVE
      MESSAGE AMERICA ACQUISITION CORP.NORTH
      SHORE ANSWERING SERVICE, INC.ANSWER
      CONNECTICUT ACQUSITION CORP.MD
      ONCALL ACQUISITION CORP.AMERICAN
      MEDICONNECT ACQUISITION CORP.By:
      /s/ Jack RhianJack
      Rhian, the President of eachof
      the foregoing corporations


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