AMENDMENT
        NO. 4 AND WAIVER TO CREDIT AGREEMENT

      


      AMENDMENT
        NO. 4 AND WAIVER, dated
        as
        of December 9, 2005 (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 THE
        BANK OF NEW YORK,
        a New
        York banking corporation (the “Lender”).

      


      RECITALS

      


      The
        Company has requested, and the Lender has agreed subject to the terms and
        conditions of this Amendment and Waiver, to increase the Term Loan and to
        amend
        and waive certain provisions of the Credit Agreement 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:

      


      “Consolidated
        Fixed Charge Coverage Ratio” shall mean, on the date of determination, the ratio
        of (a) Consolidated EBITDA to (b) the sum of (i) the Consolidated Current
        Portion of Long Term Debt as of the date of calculation, plus (ii) Consolidated
        Interest Expense (excluding Subordinated Debt) for the four fiscal quarters
        then
        ending, plus (iii) Consolidated Dividends for the four fiscal quarters then
        ending, plus (iv) Consolidated Capital Expenditures which are not financed
        with
        the proceeds from any Indebtedness (other than any Revolving Credit Loans)
        for
        the four fiscal quarters then ending, plus (v) cash taxes paid during the
        four
        fiscal quarters then ending. 

      


      “Maturity
        Date” shall mean December 1,
        2010.

      


      “Term
        Loan Commitment” shall mean the Lender’s obligation to make the Term Loan to the
        Company (a) on the Closing Date, in the amount of $1,500,000 (of which $450,000
        remains outstanding as of the Effective Date) and (b) on the Effective Date,
        in
        the amount of $2,550,000, for a total of $3,000,000, as of the Effective
        Date.

      


      “Total
        Commitment” shall mean, at any time, the aggregate of the Commitments in effect
        at such time which shall be $4,500,000.

      


      (b) The
        following definition is hereby added to Section 1.01 of the Loan Agreement,
        in its appropriate alphabetical order:

      


      “Effective
        Date” shall mean December 9, 2005.

      


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

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “(a)
        Subject to the terms and conditions hereof, and relying on the representations
        and warranties set forth herein, the Lender agrees to make a term loan (the
        “Term Loan”) to the Company on
        the
        Closing Date, in the original principal amount of $1,500,000 (of which $450,000
        is outstanding as of the Effective Date), plus the $2,550,000 increase in
        the
        Term Loan made by the Lender to the Company as of the Effective Date, resulting
        in an aggregate Term Loan of $3,000,000 as of the Effective Date.
        The
        Company shall give the Lender irrevocable written notice (or telephonic notice
        promptly confirmed in writing) not later than 11:00 a.m. New York, New York
        time
        three Business Days prior to the Closing Date and the Effective Date, as
        applicable, specifying the amount to be borrowed, which shall not result
        in the
        aggregate principal amount of the Term Loan exceeding $3,000,000. The Term
        Loan
        may be (i) an Adjusted Libor Loan, (ii) an Alternate Base Rate Loan or (iii)
        a
        combination thereof. The Term Loan Commitment shall terminate upon funding
        of
        the Term Loan on the Closing Date and the Effective Date.”

      


      (d) The
        fourth sentence of Section 2.04 of the Credit Agreement is hereby amended
        and
        restated in its entirety to provide as follows:

      


      “The
        Term
        Note shall (a) be dated the Effective Date, (b) be stated to mature on the
        Maturity Date and (c) be payable as to principal in sixty (60) consecutive
        monthly principal installments of $50,000 each, commencing January 1,
        2006,
        and on the first day of each month thereafter, provided
        that the
        final installment on the Maturity Date shall be in an amount equal to the
        remaining principal amount then outstanding Date.”

      


      (e) Section
        7.02(g) of the Credit Agreement is hereby amended and restated in its entirety
        to provide as follows: 

      


      “(g)
         Indebtedness
        incurred in connection with any Permitted Acquisition (but not including
        any
        Indebtedness consisting of earn out payments to be made by the Company or
        any
        Corporate Guarantor in a Permitted Acquisition), provided that such Indebtedness
        is unsecured and does not exceed $1,325,000, in the aggregate, without the
        prior
        written consent of the Lender.”

      


      (f) Section
        7.13(a) of the Credit Agreement is hereby amended and restated in its entirety
        to provide as follows:

      


      “(a)
         Consolidated
        Fixed Charge Coverage Ratio.
        Permit
        the Consolidated Fixed Charge Coverage Ratio at
        the
        end of each fiscal quarter of the Company, to be less than the ratio set
        forth
        below opposite the relevant period:

      


      
        	 Fiscal Quarter Ending	 Ratio
	 December 31, 2005	 1.05:1.00
	 March 31, 2006	 1.05:1.00
	 June 30, 2006	 1.05:1.00
	 September 30, 2006	 1.10:1.00
	 December 31, 2006 and
                thereafter	 1.20:1.00”


      

       

      (g)
        The
        first
        sentence of Section 3.02 of the Credit Agreement is hereby amended and restated
        in its entirety to provide as follows:

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      “The
        proceeds of the Term Loan shall be used by the Company solely to pay a portion
        of the Existing Indebtedness on the Closing Date, and to fund the Company’s
        acquisition of Answer Connecticut, Inc. on the Effective Date and for other
        general corporate purposes.”

      


      (h) Exhibit
        B
        attached to the Credit Agreement is hereby amended and replaced with Exhibit
        B
        attached to this Amendment and Waiver.

      


      (i)  Schedules
        I, II, III, V and VI attached to the Credit Agreement are hereby amended
        and
        replaced with Schedules I, II, III, V and VI attached to this Amendment and
        Waiver.

      


      2.
        Waiver. Compliance
        by the Company with (i) the requirements of a “Permitted Acquisition”, as
        described in the Credit Agreement and (ii) the provisions of Sections 4.18,
        7.01
        and 8.01(m) of the Credit Agreement (including, provisions in the other Loan
        Documents which supplement such Sections or are related thereto), are hereby
        waived solely in order to permit the acquisition by Answer
        Connecticut Acquisition Corp., a wholly-owned Subsidiary of the Company
        (“Acquisition
        Corp.”) of Answer Connecticut, Inc., a Connecticut corporation (“Answer CT”),
        subject to the pre-existing liens on the assets of Answer CT acquired by
        Acquisition Corp. as described in Schedule 1 attached hereto (the “Existing
        Liens”), provided
        such
        waiver shall be conditioned upon receipt by the Lender of evidence that all
        Existing Liens have been released on or before January 13, 2006. Notwithstanding
        the foregoing, the Acquisition shall be considered a “Permitted Acquisition” for
        all purposes in determining compliance with the Credit Agreement. 

      


      3. Conditions
        of Effectiveness.
        This
        Amendment and Waiver shall become effective upon receipt by the Lender of
        (a)
        this Amendment and Waiver, duly executed by the Company and each Guarantor,
        (b)
        a certificate of the Secretary or Assistant Secretary of the Company, dated
        as
        of the date hereof, in the form of Exhibit
        1
        hereto,
        (c) an amendment fee of $4,500 and (d) a copy of the executed Asset Purchase
        Agreement among Answer CT, Thomas M. Gelbach and Acquisition Corp., along
        with
        all Schedules and Exhibits thereto, the related Bill of Sale and the Settlement
        Agreement. The Company acknowledges and agrees that it is required to deliver
        to
        the Lender, within 10 days of the date hereof, a Joinder Agreement from
        Acquisition Corp., along with an Opinion of Counsel and Secretary’s Certificate
        of Acquisition Corp. (with Certificate of Incorporation, By-laws, Resolutions
        and Good Standing Certificate), all satisfactory to the Lender, and such
        other documents, instruments and agreements that the Lender shall reasonably
        require with respect thereto. 

      


      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.

      


      (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 waiver 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.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (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 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 (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. 

      


      (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
                  Rhian
	 	
                  
Name:
                  Jack Rhian
	 	Title:
                  President


        

        
          	 	 	 
	 	THE
                  BANK OF NEW YORK
	 
 	 
 	 
 
	 	By:  	/s/ Edward
                  P. Nallan, Jr.
	 	
                  
Name:
                  Edward P. Nallan, Jr.
	 	Title:
                  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,
        each hereby (a) accept and agree to the terms of the foregoing Amendment
        and
        Waiver; and (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 pursuant to the Term
        Loan, as same has been increased as set forth above.

       

      
        	 	 	 	 
	HCI ACQUISITION CORP.
                	 	 	SAFE COM INC.
	 	 	 	 
	By:
                /s/ Jack Rhian	 	 	By:
                /s/ Jack Rhian
	
                
Name:
                Jack Rhian	 	 	
                
Name:
                Jack Rhian
	Title:
                President	 	 	Title:
                President


      

      
        	 	 	 	 
	 	 	 	 
	LIVE MESSAGE AMERICA ACQUSITION
                CORP. 	 	 	NORTH SHORE ANSWERING SERVICE,
                INC.
	 	 	 	 
	By:
                /s/ Jack Rhian	 	 	By:
                /s/ Jack Rhian
	
                
Name:
                Jack Rhian	 	 	
                
Name:
                Jack Rhian
	Title:
                President	 	 	Title:
                President


      

      
        
          
          

        

        
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