**AMENDMENT
      NO. 9 TO CREDIT AGREEMENT**








**AMENDMENT
      NO. 9,** dated
      as
      of April 30, 2007 (this “Amendment”), 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, to increase the Revolving Credit Commitment,
      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.
            Amendments.




(a)  The
      following definitions in Section 1.01 of the Credit Agreement are hereby amended
      and restated in their entirety to provide as follows:




“Revolving
      Credit Commitment” shall mean the Lender’s obligation to make Revolving Credit
      Loans to the Company in an aggregate amount not to exceed $2,500,000, as such
      amount may be adjusted in accordance with the terms of this Agreement.





“Revolving
      Credit Commitment Termination Date” shall mean June 30, 2010.





“Total
      Commitment” shall mean, at any time, the aggregate of the Commitments in effect
      at such time.




(b)  Section
      7.06(c) of the Credit Agreement is hereby amended and restated in its entirety
      to provide as follows:





“(c)  (i)
      Permitted Acquisitions, not including those specified in (ii) below, with a
      purchase price, individually or in the aggregate, not to exceed $750,000 during
      any twelve (12) month period and (ii) any other Permitted Acquisitions with
      the
      prior written consent of the Lender,”





(c)  Exhibit
      A
      to the Credit Agreement is hereby amended and replaced with Exhibit A attached
      to this Amendment.





2. Conditions
      of Effectiveness .
      This
      Amendment shall become effective upon receipt by (1) the Lender of (a) this
      Amendment, duly executed by the Company and each Guarantor, (b) the amended
      and
      restated Revolving Credit Note, in the form of Exhibit
      A hereto,
      (c) a certificate of the Secretary or Assistant Secretary of the Company, dated
      as of the date hereof, in the form of Exhibit
      1 hereto,
      and (d) such
      other documents, instruments and agreements that the Lender shall reasonably
      require with respect thereto and (2) Farrell Fritz, P.C., of its reasonable
      attorneys’ fees and expenses incurred in connection with the preparation,
      execution and delivery of this Amendment, plus all outstanding amounts owed
      to
      Farrell Fritz, P.C. for unpaid attorney’s fees and expenses.









3. Miscellaneous .





(a)  This
      Amendment 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 shall constitute a Loan Document.





(d)  Except
      as
      expressly amended 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 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, 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 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) 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, (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 (including, without limitation, the
      amended and restated Revolving Credit Note), 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 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, including, without limitation, those arising in
      connection with the increase in the Revolving Credit Commitment; and (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.




2




(h)  This
      Amendment 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.




3





**IN
      WITNESS WHEREOF** ,
      the
      Company and the Lender have caused this Amendment 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 Rhian
              Title:
                President and CEO **JPMORGAN
              CHASE BANK, N.A.**By:
            /s/ William
              EwingName:
                William Ewing
              Title:Senior
                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, (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 that its obligations thereunder
      include obligations of the Company owing to the Lender in connection with the
      increase in the Revolving Credit Commitment, 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
      that all such liens shall be deemed granted, pledged and/or assigned to the
      Lender as security for the Guarantee Obligations, including, without limitation,
      those Guaranteed Obligations related to Revolving Credit Loans.




**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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**EXHIBIT
      A** ****





**AMENDED
      AND RESTATED REVOLVING CREDIT NOTE**




$2,500,000
            Melville,
                New York
              April
                  30, 2007




**FOR
      VALUE RECEIVED, AMERICAN MEDICAL ALERT CORP.,** a
      New
      York corporation (the “Company”), promises to pay to the order of **JPMORGAN
      CHASE BANK, N.A.** (the
“Lender”), on or before the Revolving Credit Commitment Termination Date, **TWO
      MILLION FIVE HUNDRED THOUSAND DOLLARS** ($2,500,000)
      or, if less, the unpaid principal amount of all Revolving Credit Loans made
      by
      the Lender to the Company under the Credit Agreement referred to
      below.





The
      Company promises to pay interest on the unpaid principal amount hereof from
      the
      date hereof until paid in full at the rates and at the times which shall be
      determined, and to make principal repayments on this Note at the times which
      shall be determined, in accordance with the provisions of the Credit Agreement
      referred to below.





This
      Note
      is the “Revolving Credit Note” referred to in the Credit Agreement dated as of
      May 20, 2002, by and between the Company and the Lender (as the same may be
      amended, restated, modified or supplemented from time to time, the “Credit
      Agreement”) and is issued pursuant to and entitled to the benefits of the Credit
      Agreement to which reference is hereby made for a more complete statement of
      the
      terms and conditions under which the Revolving Credit Loans evidenced hereby
      were made and are to be repaid. Capitalized terms used herein without definition
      shall have the meanings set forth in the Credit Agreement.





Each
      of
      the Lender and any subsequent holder of this Note agrees, by its acceptance
      hereof, that before transferring this Note it shall record the date, Type and
      amount of each Revolving Credit Loan and the date and amount of each payment
      or
      prepayment of principal of each Revolving Credit Loan previously made hereunder
      on the grid schedule annexed to this Note; provided , however ,
      that
      the failure of the Lender or holder to set forth such Revolving Credit Loans,
      payments and other information on the attached grid schedule shall not in any
      manner affect the obligation of the Company to repay the Revolving Credit Loans
      made by the Lender in accordance with the terms of this Note.





This
      Note
      is subject to prepayment pursuant to Section 3.03 of the Credit
      Agreement.





Upon
      the
      occurrence of an Event of Default, the unpaid balance of the principal amount
      of
      this Note together with all accrued but unpaid interest thereon, may become,
      or
      may be declared to be, due and payable in the manner, upon the conditions and
      with the effect provided in the Credit Agreement.





All
      payments of principal and interest in respect of this Note shall be made in
      lawful money of the United States of America in immediately available funds
      at
      the office of JPMorgan Chase Bank, N.A., located at 395 North Service Road,
      Melville, New York 11747 or at such other place as shall be designated in
      writing for such purpose in accordance with the terms of the Credit
      Agreement.





No
      reference herein to the Credit Agreement and no provision of this Note or the
      Credit Agreement shall alter or impair the obligation of the Company, which
      is
      absolute and unconditional, to pay the principal of and interest on this Note
      at
      the place, at the respective times, and in the currency herein
      prescribed.




5




Except
      as
      may be expressly provided to the contrary in the Credit Agreement, the Company
      and endorsers of this Note waive presentment, diligence, demand, protest, and
      notice of any kind in connection with this Note.





This
      Note
      is an amendment and restatement of, and is being issued in replacement of and
      substitution for, but not in satisfaction of, that certain Revolving Credit
      Note, dated May 20, 2002, in the original principal amount of $1,500,000, issued
      by the Company in favor of The Bank of New York, predecessor-in-interest to
      the
      Lender (the “Original Note”). In addition to evidencing the indebtedness
      formerly evidenced by the Original Note, this Note shall evidence any accrued
      and unpaid interest on the Original Note. The execution and delivery of this
      Note shall not be construed to (a) have constituted repayment of any principal
      or interest on the Original Note or (b) release, cancel, terminate or otherwise
      impair all or any part of the lien or security interest granted to the Lender
      as
      collateral security for the Original Note, all of which liens and security
      interests shall secure this Note. ****





**THIS
      NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
      CONFLICTS OF LAW WHICH WOULD APPLY THE SUBSTANTIVE LAWS OF ANOTHER
      JURISDICTION.**





**IN
      WITNESS WHEREOF** ,
      the
      Company has caused this Note to be executed and delivered by its duly authorized
      officer, as of the day and year and at the place first above
      written.






**AMERICAN
              MEDICAL ALERT CORP.**By:Name: 
                Jack
                Rhian
              Title:   
                  President
                  and CEO****


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