AMENDED
        AND RESTATED

      TERM
        NOTE

      


      
        	$3,000,000	
                 December
                  9,
                  2005

              


      

       

      FOR
        VALUE RECEIVED, AMERICAN MEDICAL ALERT CORP., a
        Delaware corporation (the “Company”), promises to pay to the order of
THE
        BANK OF NEW YORK (the
        “Lender”), on or before the Maturity Date, the principal amount of THREE
        MILLION ($3,000,000) DOLLARS, in
        sixty
        (60) consecutive equal monthly installments of $50,000 each, commencing January
        1, 2006 and continuing on the first day of each month thereafter; provided, however,
        that
        the last such payment on the Maturity Date shall be in the amount necessary
        to
        repay in full the unpaid principal amount of the Term Loan. The Company also
        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 in accordance with the provisions of the Credit Agreement referred
        to
        below.

      


      This
        Note
        is the “Term Note” issued pursuant to and entitled to the benefits of 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”), to which reference is hereby made for a more complete
        statement of the terms and conditions under which the Term Loan evidenced
        hereby
        was made and is 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 and
        amount
        of each payment or prepayment of principal of the Term 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 the Term Loan, payments
        and
        other information on the attached grid schedule shall not in any manner affect
        the obligation of the Company to repay the Term Loan 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 The Bank of New York, located at 1401 Franklin Avenue, Garden
        City, New York 11530 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.

      


      Except
        as
        may be expressly provided to the contrary in the Credit Agreement, the Company
        and endorsers of this Note waive diligence, presentment, protest, demand,
        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, the Term Note dated May 20, 2002 in the original principal
        amount of $1,500,000 issued by the Company in favor of the Lender (the “Original
        Note”). The execution and delivery of this Note shall not be construed to have
        constituted a repayment of any principal of, or interest on, the Original
        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:  	/s/ Jack
                  Rhian
	 	
                  

                  Name:
                    Jack Rhian

                
	 	Title:
                  Vice
                  President


        



       

      
        
          
          

        

        
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