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”).

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:

(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:

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