AMERICAN MEDICAL ALERT CORP, 10KSB/A, 2000-05-01

AMERICAN MEDICAL ALERT CORP
10KSB/A, 2000-05-01
MISCELLANEOUS BUSINESS SERVICES

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AMENDMENT NO. 1
ON
FORM 10-KSB/A

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB

|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 1999

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 1-8635

AMERICAN MEDICAL ALERT CORP.
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)

New York 11-2571221
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

3265 Lawson Boulevard, Oceanside, New York 11572
- ------------------------------------------ ----------
(Address of Principal Executive Offices) (Zip Code)

(516) 536-5850
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: None
----

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.01 per share
----------------------------
(Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes X No
------- ------

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. __

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<PAGE>

The issuer's revenues for its most recent fiscal year: $ 9,225,240.

The aggregate market value of the voting stock held by non-affiliates
of the registrant, as of April 24, 2000, was $10,125,904 computed by reference
to the average closing bid and asked prices of such stock as reported on NASDAQ
on that date.

Aggregate number of shares of Common Stock outstanding as of April 24,
2000: 6,415,241.

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<PAGE>

The purpose of this Amendment No. 1 to the Annual Report of American
Medical Alert Corp., a New York corporation (the "Company"), on Form 10-KSB for
the fiscal year ended December 31, 1999 is to amend Part II, Item 7, footnote 6
relating to certain options under the Company's 1991 Stock Option Plan and to
include Part III, Items 9, 10, 11, 12 and 13 and thereby, eliminate the
incorporation by reference of Part III to the Company's definitive proxy
statement.

PART II - AMENDMENT TO PART II

Part II, Item 7, footnote 6, fourth paragraph from the bottom, first
sentence is amended to the following:

As of December 31, 1999, 275,118 shares of common stock are available for future
grants under the 1991 Plan and 192,296 options are available for future grants
under the 1997 Plan.

Part II, Item 7, footnote 6, fourth paragraph from the bottom, second
sentence is deleted in its entirety.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

The directors and executive officers of the Company, their ages and
present positions with the Company are as follows:

NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------

<S> <C> <C>
Howard M. Siegel 66 Chairman of the Board, President,
Chief Executive Officer and Director
Leonard Herz 68 Director
Peter Breitstone 46 Director
Theodore Simon 64 Director
Frederic S. Siegel 30 Vice President - Sales and Marketing and Director
</TABLE>

INFORMATION ABOUT DIRECTORS

The following is a brief summary of the background of each director:

HOWARD M. SIEGEL, 66, has been the Company's Chairman of the Board,
President and Chief Executive Officer and a director for more than the past five
years. Mr. Siegel also served as the Company's Chief Financial Officer for more
than the past five years, prior to the Company hiring Corey M. Aronin to serve
in such capacity in September, 1996.

LEONARD HERZ, 68, has been a director of the Company since June 1993.
He has been the President of Leonard Herz and Associates, a financial consulting
firm since 1982. Leonard Herz and Associates is located in Denver, Colorado. Mr.
Herz is a certified public accountant.

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<PAGE>

PETER BREITSTONE, 46, has been a director of the Company since March
1994. He has been the President of Breitstone & Co., Ltd., an insurance
brokerage and consulting firm located in Cedarhurst, New York, since December
1989. He is also the President of Shinecock Insurance Ltd., a company providing
reinsurance. He has served in such capacity since December 1987. Mr. Breitstone
has also been a practicing attorney in New York for more than the past five
years.

THEODORE SIMON, 64, has served as the Senior Vice President of
Engineering of Fire Burglary Instruments, a division of Pittway Corp., since
1990. Prior to 1990, Mr. Simon served as President of that company prior to its
acquisition by Pittway.

FREDERIC S. SIEGEL, 30, has been a director of the Company since
September 1998 and has served as Vice President of Sales and Marketing for the
Company since July 1998. Mr. Siegel joined the Company in April 1994 and has
held various sales and marketing positions with the Company. From October 1991
to October 1994, Mr. Siegel served as a benefits consultant for J.N. Savasta
Corp. Mr. Siegel also serves as a director of Nursing Sister Homecare, a
division of Catholic Health Services of Long Island.

INFORMATION ABOUT NON-DIRECTOR EXECUTIVE OFFICERS

The following is a brief summary of the background of each executive
officer of the Company who is not also a director of the Company:

COREY M. ARONIN, 47, joined the Company in September 1996 as the Chief
Financial Officer. Previously, Mr. Aronin held senior financial positions. From
December 1995 to May 1996, he served as the Executive Vice President of Finance
at Affiliated Island Grocers, Inc. From August 1982 until November 1995, Mr.
Aronin served as the controller and Treasurer at Golden Simcha Poultry, Inc., a
closely held corporation, in which Mr. Aronin was a shareholder. Mr. Aronin is a
certified public accountant.

JACK RHIAN, 45, joined the Company in January 2000 as Vice President
and Chief Operating Officer. From November 1994 until February 1999, he served
as Executive Vice President and Chief Operating Officer of Transcare New York,
Inc. a medical transportation company. From March 1988 through November 1994 he
served as Chief Operating Officer of Nationwide Nassau Ambulance Service.
Previously, Mr. Rhian held senior management positions in the delivery of health
care services. Mr. Rhian holds a Master of Public Administration. Mr. Rhian
serves as an appointee to the New York State Emergency Medical Services Counsel.

NON-DIRECTOR-SIGNIFICANT OFFICERS

JOHN LESHER, 45, became the Company's Vice President, Engineering in
March 1991. Prior thereto and from 1989, Mr. Lesher served as a senior engineer
at the Company's former Bristol, Pennsylvania facility. From May 1984 to
November 1988, Mr. Lesher served as the Operations and Manufacturing Director of
Advanced Graphic Systems, Inc. (a subsidiary of Automation and Printing
International Technology, Inc.), a company engaged in the sale and marketing of
computerized printing equipment. Mr. Lesher holds a doctorate degree in
Electrical Engineering / Computer Engineering.

JOHN ROGERS, 53, joined the Company in 1984 as the Manager of the
Emergency Response, Installation and Service Center. He became the Company's
Vice President, Operations in July 1993. Additionally, he has been the Secretary
of the Company since July 1993. Prior to joining the Company

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he was employed at Technical Liaison Corporation from 1969 through May 1984 as
Installation & Service Manager.

There is no family relationship between any of the directors, executive
officers or significant officers of the Company, with the exception of Howard M.
Siegel and Frederic S. Siegel. Howard M. Siegel is the father of Frederic S.
Siegel.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's Common Stock, to file initial reports of ownership and reports
of changes of ownership with the Securities and Exchange Commission and furnish
copies of those reports to the Company. Each of Messrs. Corey Aronin, Leonard
Herz, Frederic Siegel, Howard Siegel and Theodore Simon failed to timely file an
Annual Statement of Changes in Beneficial Ownership of Securities on Form 5.
Each of Messrs. Leonard Herz and Howard M. Siegel failed to timely file a
statement of Changes in Beneficial Ownership on Form 4.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and
long-term compensation of the Company's Chief Executive Officer and the three
most highly compensated executive officers who were serving at the end of the
fiscal year ended December 31, 1999, each of whose salary and bonus exceeded
$100,000 for the fiscal year ended December 31, 1999, for services rendered in
all capacities to the Company and its subsidiary during the Company's 1997, 1998
and 1999 fiscal years. No other person earned compensation in excess of
$100,000. The listed individuals shall be hereinafter referred to as the "Named
Executive Officers."
<TABLE>
<CAPTION>

Long-Term
Name and Annual Compensation Compensation
Principal --------------------------- ------------
Position Year Salary Bonus Options(#)
- ---------------------------- ---- ------ ----- ----------

<S> <C> <C> <C> <C>
Howard M. Siegel 1999 $230,000 0 35,442
Chairman of the 1998 $215,000 0 19,183
Board, President 1997 $200,000 0 9,200
and Chief Executive
Officer

Corey M. Aronin 1999 $123,333 0 19,090
Chief Financial Officer 1998 $106,666 0 26,420
1997 $93,333 0 3,517

John Lesher 1999 $100,000 $3,500 15,000
Vice President- 1998 $105,000 0 7,825
Engineering 1997 $92,512 0 5,313

Frederic S. Siegel 1999 $125,000 0 23,846
Vice President- 1998 $83,481 0 32,799
Sales and Marketing 1997 $61,775 0 3,840
</TABLE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR

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The following table contains information concerning options granted
during the Company's 1999 fiscal year to the Named Executive Officers. All such
options were granted under the Company's 1997 Stock Option Plan or the Company's
1991 Stock Option Plan, as amended.

Percent
of Total
Options
Granted to Exercise
Number of Employees in Price Expiration
Name Options Fiscal Year Per Share Date
- ----------------- --------- ------------ --------- ----
<S> <C> <C> <C> <C>
Howard M. Siegel 24,000 16.18% $4.1938 01/04/2004
11,442 8.10% $2.6125 09/16/2004
Corey M. Aronin 12,500 8.42% $3.8125 01/04/2004
6,590 4.66% $2.3750 09/16/2004
John Lesher 10,000 6.74% $3.8125 01/04/2004
5,000 3.54% $2.3750 09/16/2004
Frederic S. Siegel 16,500 11.12% $3.8125 01/04/2004
7,346 5.20% $2.3750 09/16/2004
</TABLE>

OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUE

The following table sets forth certain information concerning the
number of shares of Common Stock acquired upon the exercise of stock options
during the year ended December 31, 1999 and the number and value at December 31,
1999 of shares of Common Stock subject to unexercised options held by the Named
Executive Officers.

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name On Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Howard M. Siegel --- --- 80,657/0 0/0

Corey M. Aronin --- --- 49,027/0 0/0

John Lesher --- --- 76,307/0 $142.69/0

Frederic S. Siegel --- --- 64,774/0 $63.81/0
</TABLE>

COMPENSATION OF DIRECTORS

Pursuant to the Company's 1991 and 1997 Stock Option Plans, the Board
has the authority to grant options to directors in its discretion. The Board may
from time to time authorize the grant of stock options to directors in
connection with attendance at Board of Director meetings, at such times and in

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amounts as determined by the Board in its sole discretion. The Board of
Directors generally grants 10,000 options to each director per calendar year for
participation in meetings of the Board. In addition, each director receives $750
for each meeting of the Board of Directors attended. No person receives any fees
in connection with attendance at meetings of committees of the Board of
Directors.

EMPLOYMENT AGREEMENTS

The Company has entered into an employment agreement with Mr. Howard
M. Siegel pursuant to which he is employed full-time as the Company's Chairman
of the Board, President and Chief Executive Officer. The agreement expires in
December 2002 and provides for an annual base salary of $260,000 for the year
2000, $290,000 for the year 2001 and $320,000 for the year 2002. As an
inducement for Mr. Siegel to enter into the employment agreement, Mr. Siegel
will receive, contingent upon approval by the Company's shareholders of an
option plan reserving sufficient shares for the grant, options to purchase up to
160,000 shares of the Company's Common Stock, at an exercise price of $2.75 per
share. The term of exercise will be five years from the date of grant and all
such options will be immediately exercisable.

Mr. Siegel will receive additional compensation for any year that the
Company's pre-tax income, as defined in the employment agreement, exceeds
$2,000,000. Mr. Siegel will receive an amount equal to 8% of the Company's
pre-tax income between $2,000,000 and $3,000,000, 9% of the Company's pre-tax
income between $3,000,000 and $4,000,000 and 10% of the Company's pre-tax income
in excess of $4,000,000. Such additional compensation may be paid to Mr. Siegel,
at his option, in cash, Common Stock of the Company or a combination of both.

In the event of his death during the term of the employment
agreement, Mr. Siegel's estate or such other person as he shall designate shall
be entitled to receive his base salary for a period of one year from the date of
his death. In the event that Mr. Siegel should become disabled and be unable to
perform his duties for a period of one hundred eighty (180) consecutive days or
an aggregate of more than one hundred and eighty (180) days in any 12 month
period, the Company may terminate the employment agreement after the expiration
of such period. In such event, Mr. Siegel shall be entitled to receive his base
salary and any additional compensation earned for such fiscal year pro rated to
the date of termination. In addition, in the event there is a "change in
control" and Mr. Siegel terminates his employment with the Company within 180
days following such "change in control", Mr. Siegel will be entitled to his base
salary, the additional compensation described in the preceding paragraph, any
benefits or awards earned through his last day of employment and a lump sum
payment equal to 2.99 times his average annual total compensation for the past 5
years.

The Company has entered into an employment agreement with Mr. Corey
M. Aronin pursuant to which he is employed full-time as the Company's Chief
Financial Officer. The agreement expires in August 2000 and provides for an
annual base salary of $130,000 plus additional compensation as determined by the
Board of Directors. As an inducement to Mr. Aronin to continue his employment,
the Company granted Mr. Aronin, pursuant to the Company's 1997 Stock Option
Plan, 15,000 stock options at an exercise price of $2.75 per share. The term of
exercise is five years from the date of grant and all such options are
immediately exercisable.

In the event of his death during the term of the employment
agreement, Mr. Aronin's estate or such other person as he shall designate shall
be entitled to receive his base salary for a period of one year from the date of
his death. In the event that Mr. Aronin should become disabled and be unable to
perform

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<PAGE>

his duties for a period of one hundred eighty (180) consecutive days or an
aggregate of more than one hundred and eighty (180) days in any 12 month period,
the Company may terminate the employment agreement after the expiration of such
period. In such event, Mr. Aronin shall be entitled to receive his base salary
and any additional compensation earned for such fiscal year pro rated to the
date of termination. In addition, in the event there is a "change in control"
and Mr. Aronin terminates his employment with the Company within 180 days
following such "change in control", Mr. Aronin will be entitled to his base
salary, the additional compensation described in the preceding paragraph, any
benefits or awards earned through his last day of employment and a lump sum
payment equal to his average annual total compensation for the past 5 years.

The Company has entered into an employment agreement with Mr.
Frederic S. Siegel pursuant to which he is employed full-time as the Company's
Vice President of Marketing. The agreement expires in September 2000 and
provides for an annual base salary of $110,000. In addition, Mr. Siegel shall
receive as additional compensation: a commission in the amount of 3% on all
incremental sales above 105% of 1997 sales, compounded by an additional 5%
annually; a commission in the amount of .0375% on any increased net income above
the base year 1997 so long as the Company's pre-tax income increases on a year
to year basis; stock options, pursuant to the Company's 1991 or 1997 Stock
Option Plans or other option plans which may be adopted in the future, to
purchase a number of shares of Common Stock equal to 5% of the total
compensation paid to him during each semi-annual stock option grant period; and
options to purchase a number of shares of Common Stock equal to 2.5% of the
incremental sales above 105% of 1997 sales, compounded by an additional 5%
annually.

In the event of his death during the term of the employment
agreement, Mr. Siegel's estate or such other person as he shall designate shall
be entitled to receive his base salary for a period of one year from the date of
his death. In the event that Mr. Siegel should become disabled and be unable to
perform his duties for a period of one hundred eighty (180) consecutive days or
an aggregate of more than one hundred and eighty (180) days in any 12 month
period, the Company may terminate the employment agreement after the expiration
of such period. In such event, Mr. Siegel shall be entitled to receive his base
salary and any additional compensation earned for such fiscal year pro rated to
the date of termination. In addition, in the event there is a "change in
control" and Mr. Siegel terminates his employment with the Company within 180
days following such "change in control", Mr. Siegel will be entitled to his base
salary, the additional compensation described in the preceding paragraph, any
benefits or awards earned through his last day of employment and a lump sum
payment equal to 1.99 times his average annual total compensation for the past 5
years.

The Company has entered into an employment agreement with Mr. Jack
Rhian pursuant to which he is employed full-time as the Company's Vice President
and Chief Operating Officer. The agreement expires in January 2002 and provides
for an annual base salary of $125,000. In addition, contingent upon approval by
the Company's shareholders of an option plan reserving sufficient shares for the
grant of options, Mr. Rhian will receive options to purchase up to 100,000
shares of the Company's Common Stock at an exercise price of $2.00 per share.
The options will vest in installments over a period of three years commencing on
January 31, 2001. The term of the options will be 5 years from the date of
vesting of each installment. The Company may pay Mr. Rhian additional
compensation upon the achievement of certain goals and milestones to be
determined and approved by the Compensation Committee.

In the event that Mr. Rhian should become disabled and be unable to
perform his duties for a period of sixty (60) consecutive days or an aggregate
of more than ninety (90) days in any 12 month

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period, the Company may terminate the employment agreement after the expiration
of such period. In such event, Mr. Rhian shall be entitled to receive his base
salary and additional compensation earned for such fiscal year, if any, pro
rated to the date of termination.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as to the ownership
of shares of the Company's Common Stock, as of April 24, 2000, with respect to
(a) holders known to the Company to beneficially own more than five percent of
the outstanding Common Stock of the Company, (b) each director and nominee, (c)
the executive officers named in the Summary Compensation Table under the caption
"Executive Compensation" below and (d) all directors and executive officers of
the Company as a group. The Company understands that, except as noted below,
each beneficial owner has sole voting and investment power with respect to all
shares attributable to such owner.
<TABLE>
<CAPTION>

Name and Address Amount and Nature of Percent of
Beneficial Owner(1) Beneficial Ownership Class (2)
- -------------------- -------------------- ---------

<S> <C> <C>
Howard M. Siegel 1,125,496(3) 17.3 %

Leonard Herz 57,000(4) *
254 Garfield Street
Denver, Colorado 80206

Peter Breitstone 35,000(5) *
534 Willow Avenue
Cedarhurst, New York 11516

Theodore Simon 171,570(6) 2.7 %
35 Melrose Road
Dix Hills, New York 11746

Frederic S. Siegel 175,951(7) 2.7 %

Corey M. Aronin 64,327(8) *

John Lesher 80,067(9) 1.2 %

All directors and executive
officers as a group
(7 persons) 1,709,411(10) 25.1 %

</TABLE>

(1) Except as otherwise indicated, the address of each individual listed is
c/o the Company at 3265 Lawson Boulevard, Oceanside, New York 11572.

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(2) Asterisk indicates less than 1%. Shares subject to options are
considered outstanding only for the purpose of computing the percentage
of outstanding Common Stock which would be owned by the optionee if the
options were so exercised, but (except for the calculation of
beneficial ownership by all directors and executive officers as a
group) are not considered outstanding for the purpose of computing the
percentage of outstanding Common Stock owned by any other person.

(3) Includes 93,229 shares subject to currently exercisable stock options
and 19,300 shares held by Mr. Siegel as custodian for his son. Does not
include options granted by the Company to Mr. Siegel contingent upon
approval by the Company's shareholders of an option plan reserving
sufficient shares for the grant.

(4) Includes 35,000 shares subject to currently exercisable stock options.

(5) Includes 35,000 shares subject to currently exercisable stock options.

(6) Includes 50,801 shares held by Mr. Simon as custodian for three of his
children. Mr. Simon disclaims beneficial ownership of such shares. Also
includes 20,000 shares subject to currently exercisable stock options.

(7) Includes 19,300 shares held by Mr. Howard M. Siegel as custodian for
Frederic S. Siegel and 81,651 shares subject to currently exercisable
stock options.

(8) Includes 2,000 shares held by Mr. Aronin's wife as custodian for their
child. Also includes 57,027 shares subject to currently exercisable
stock options.

(9) Includes 80,067 shares subject to currently exercisable stock options.

(10) Includes options indicated in notes (3), (4), (5), (6), (7), (8) and
(9).

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company's executive offices and primary Monitoring Center are
located in a 5,600 square foot facility at 3265 Lawson Boulevard, Oceanside, New
York. On January 1, 1995, the Company entered into a five-year operating lease
with Howard M. Siegel, CEO and President. In February 1998 the lease for this
space and the adjoining 8,000 square foot parking lot was extended until
September 30, 2007 (the "1995 Lease"). The 1995 Lease provides for a base annual
rent of $74,600, subject to a 5% annual increase plus reimbursements for real
estate taxes and other operating expenses. In October 1997, the Company entered
into a separate ten-year operating lease for an additional 2,200 square feet of
office space located in an adjacent building owned by Add on Properties, LLC,
owned by Howard M. Siegel. The lease calls for an initial minimum annual rental
of $36,000, subject to a 5% annual increase plus reimbursement for real estate
taxes. In November 1999, an Addendum to the lease was entered into for an
additional 2,200 square feet under the same terms and conditions stated in the
original lease. The Company believes that the terms of this lease are no less
favorable than could be obtained from an unaffiliated third party.

The Company purchases all of its business insurance through Breitstone
& Co., Ltd., an insurance brokerage and consulting firm which is owned by Mr.
Peter Breitstone, a director of the Company. The annual commission currently
earned by Breitstone & Co., Ltd. on such insurance is approximately $15,000. The
Company believes that the premiums paid to the various insurance carriers are
competitive and the commissions paid to Breitstone & Co., Ltd. are customary in
the insurance industry.

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<PAGE>

The Company has entered into an employment agreement with Mr. Frederic
S. Siegel pursuant to which he is employed full-time as the Company's Vice
President of Marketing. Mr. Frederic S. Siegel is the son of Mr. Howard M.
Siegel, the Chairman of the Board, President and Chief Executive Officer of the
Company. See "Item 10 - Employment Agreements".

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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
---------------------------------

(A) EXHIBITS
--------

Exhibit No. Identification of Exhibit
----------- -------------------------

3(a) Articles of Incorporation of Company, as amended.
(Incorporated by reference to Exhibit 3(a) to the
Company's Form S-1 Registration Statement under the
Securities Act of 1933, filed on September 30, 1983 - File
No. 2-86862).
3(b) Amended and Restated By-Laws of Company. (Incorporated by
reference to Exhibit 4(b) to the Company's Form S-3
Registration Statement under the Securities Act of 1933,
Commission File No. 333-6159).
3(c) Articles of Incorporation of Safe Com, Inc. (Incorporated
by reference to Exhibit 3(c) to the Company's Form 10-KSB
for the year ended December 31, 1999).
10(c)(i) Employment Agreement dated March 26, 1999 between the
Company and Corey M. Aronin. (Incorporated by reference to
Exhibit 10(c)(ii) to the Company's Form 10-KSB for the
year ended December 31, 1999).
10(c)(ii)* Employment Agreement dated January 31, 2000 between the
Company and Jack Rhian.
10(c)(iii)*Employment Agreement dated January 1, 2000 between the
Company and Howard M. Siegel.
10(c)(iv)* Employment Agreement dated October 1, 1999 between the
Company and Frederic S. Siegel.
10(d) Lease for the premises located at 520 Fellowship Road,
Suite C301, Mt. Laurel, New Jersey ("Mt. Laurel Lease").
(Incorporated by reference to Exhibit 10(e) to the
Company's Form 10-K for the year ended December 31, 1991).
10(e) First Amendment to the Mt. Laurel Lease. (Incorporated by
reference to Exhibit 10(f) to the Company's Form 10-KSB
for the year ended December 31, 1993).

10(f) Second Amendment to the Mt. Laurel Lease. (Incorporated by
reference to Exhibit 10(f) to the Company's Form 10-KSB
for the year ended December 31, 1996).

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<PAGE>

10(g) Third Amendment to the Mt. Laurel Lease (Incorporated by
reference to Exhibit 10(g) to the Company's Form 10-KSB
for the year ended December 31, 1997).

10(h) Lease for the premises located at 3265 Lawson Boulevard,
Oceanside, New York. (Incorporated by reference to Exhibit
10(h) to the Company's Form 10-KSB for the year ended
December 31, 1994).

10(i) Amendment to Lease for the premises located at 3265 Lawson
Boulevard, Oceanside, New York (Incorporated by reference
to Exhibit 10(i) to the Company's Form 10-KSB for the year
ended December 31, 1997).

10(j)(i) Lease for the premises located at 3255 Lawson Boulevard,
Oceanside, New York (Incorporated by reference to Exhibit
10(j) to the Company's Form 10-KSB for the year ended
December 31, 1997).

10(j)(ii) Addendum to lease for premises located at 3255 Lawson
Boulevard, Oceanside, New York. (Incorporated by reference
to Exhibit 10(j)(ii) to the Company's Form 10-KSB for the
year ended December 31, 1999).

10(k) Lease for the premises located at 910 Church Street,
Decatur, Georgia (Incorporated by reference to Exhibit
10(k) to the Company's Form 10-KSB for the year ended
December 31, 1997).

10(l) Lease for the premises located at 169-10 Crocheron Avenue,
Flushing, New York dated September 1, 1998 by and between
the Company and Roseann and Charles Rojo. (Incorporated by
reference to Exhibit 10(l) of the Company's form 10-KSB
for the year ended December 31, 1998).

10(m) Lease for the premises located at 475 West 55th Street,
Countryside, Illinois. (Incorporated by reference to
Exhibit 10(k) to the Company's Form 10-KSB for the year
ended December 31, 1995.)

10(n) Amendment to Lease for the premises located at 475 West
55th Street, Countryside, Illinois (Incorporated by
reference to Exhibit 10(n) to the Company's Form 10-KSB
for the year ended December 31, 1997).

10(o) Amended 1991 Stock Option Plan. (Incorporated by reference
to Exhibit 10(l) to the Company's Form 10-KSB for the year
ended December 31, 1994).

10(p) 1997 Stock Option Plan (Incorporated by reference to
Exhibit 10(q) to the Company's Form 10-KSB for the year
ended December 31, 1997).

10(q)(i) Agreement between the Company and the City of New York,
(Incorporated by reference to Exhibit 10(o) to the
Company's Form 10-KSB for the year

-13-
<PAGE>

ended December 31, 1996).

10(r)(i) Purchase/Leaseback Agreement dated July 13, 1999 with
Celtic Leasing Corp. (Incorporated by reference to Exhibit
10(r)(i) to the Company's Form 10-KSB for the year ended
December 31, 1999).

10(r)(ii) Purchase/Leaseback Agreement dated January 13, 1998 with
Celtic Leasing Corp. (Incorporated by reference to Exhibit
10(u)( to the Company's Form 10-KSB for the year ended
December 31, 1998.)

10(s) Financial Advisory and Investment Banking Agreement with
GKN Securities Corp. dated as of January 1, 1997
(Incorporated by reference to Exhibit 10(v) to the
Company's Form 10-KSB for the year ended December 31,
1997). 10(t)(i) Loan Agreement dated as of April 27, 1998
by and between the Company and European American Bank.
(Incorporated by reference to exhibit 10(w) to the
Company's Form 10-KSB for the year ended December 31,
1998.)

10(t)(ii) First Amendment to Loan Agreement between the Company and
European American Bank, extending such agreement to May
31, 2001. (Incorporated by reference to Exhibit 10(t)(ii)
to the Company's Form 10-KSB for the year ended December
31, 1999).

10(u) Assignment of Rents and Leases dated January 7, 1999
relating to the leased premises at 910 Church Street,
Decatur, Georgia (Incorporated by reference to exhibit
10(x) to the Company's Form 10-KSB for the year ended
December 31, 1998).

23(a)* Consent of Margolin, Winer & Evens LLP.

- -------------------
* Filed herewith.

(B) REPORTS ON FORM 8-K
-------------------

The Company did not file any reports on Form 8-K during the last
quarter of the period covered by this report.

-14-
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 1st day of May,
2000.

AMERICAN MEDICAL ALERT CORP.

By: /s/ Corey M. Aronin
---------------------------
Name: Corey M. Aronin
Title: Chief Financial Officer

-15-

EXHIBIT 10(c)(ii)

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of January 31, 2000 between
AMERICAN MEDICAL ALERT CORP., a New York corporation (the "Company"), with
offices located at 3265 Lawson Boulevard, Oceanside, New York 11572, and JACK
RHIAN, an individual having an address at 107 South Highland Road, Garrison, New
York 10524 ("Employee").

W I T N E S S E T H:

WHEREAS, the Company desires to retain the services of
Employee upon the terms and conditions stated herein; and

WHEREAS, Employee desires to be employed by the Company upon
the terms and conditions stated herein.

NOW, THEREFORE, in consideration of the mutual covenants,
conditions and promises contained herein, the parties hereby agree as follows:

1. Employment. The Company hereby employs Employee for the
period beginning January 31, 2000 and ending January 30, 2002, unless earlier
terminated pursuant hereto (the "Initial Employment Period"). At the end of the
Initial Employment Period, the Company, at its sole discretion, may renew this
Employment Agreement, upon ninety (90) days written notice, upon substantially
the same terms and conditions for a period of twenty-four (24) months (together
with the Initial Employment Period, the "Employment Period"); provided, however,
that if the Company determines to not renew this Agreement, then Employee shall
receive severance pay as described in Section 10(c) hereof.

2. Duties. Subject to the authority of the Board of Directors
of the Company, Employee shall be employed as Vice President and Chief Operating
Officer. Employee will perform such duties and services commensurate with his
position as Vice President and Chief Operating Officer, as may from time to time
be assigned to him by the President and CEO, including but not limited to (i)
administrative responsibility for the Company's monitoring center; and (ii)
heading and implementing a pilot remote vital sign monitoring program.

3. Full Time. Employee agrees that he will devote his full
time and attention during regular business hours to the business and affairs of
the Company. The foregoing shall not prevent the purchase, ownership or sale by
Employee of investments or securities of publicly held companies and any other
business that is not competitive with the Company or any subsidiary of the
Company so long as such investment does not require active participation of
Employee in the management of the business of such publicly held companies, does
not interfere or conflict with the performance of Employee's duties hereunder
and does not otherwise violate any of the provisions of this Agreement, or
Employee's participation in philanthropic organizations to the extent that such
participation does not interfere or conflict with the performance of Employee's
duties hereunder and does not otherwise violate any provision of this

<PAGE>

Agreement. Employee hereby represents and warrants that he does not currently
own, and shall not own at any time during the Employment Period, any interest in
TransCare New York, Corp., a.k.a. Metro Care or any divisions, successors or
affiliates thereof.

4. Compensation. In consideration of the duties and services
to be performed by Employee hereunder, the Company agrees to pay, and Employee
agrees to accept the amounts set forth below:

(a) A base salary, to be paid on a bi-weekly basis, at the
rate of $125,000 per annum during the Employment Period, subject to adjustment
from time to time based on review by the Company's compensation committee, which
review shall take place on each twelve (12) month anniversary of the
commencement of employment hereunder.

(b) As additional compensation, employee shall receive
options under the Company's Stock Option Plan, to purchase up to 100,000 shares
of the Company's Common Stock, at an exercise price of $ 2.00 per share. The
term of exercise will be five (5) years from the date of vesting of each
installment. As long as Employee remains employed by the Company hereunder, then
options to purchase 20,000 shares of Common Stock shall vest on January 31,
2001; options to purchase 30,000 shares of Common Stock shall vest on January
31, 2002; and options to purchase 50,000 shares of Common Stock shall vest on
January 31, 2003; provided, however, that in the event that the Employment
Agreement is not renewed pursuant to Section 1 hereof, any remaining unvested
options shall become vested on January 31, 2002. In the event that Employee
breaches Section 7 or 8 hereof, then (i) all profits or gains realized by
Employee as a result of the exercise of any portion of the options granted
hereunder or the sale of any of the shares underlying such options, shall be
forfeited and returned to the Company, and (ii) any of the then unexercised
portion of the options shall be immediately terminated, including any provisions
with respect to termination or limited exercise periods in the event of
termination of Employee's employment hereunder.

Notwithstanding anything contrary to this Section 4(b), the grant of options
pursuant to this Section 4(b), is contingent and conditioned upon approval by
the Company's shareholders of an option plan reserving sufficient shares for the
grant of the options specified above. The options specified herein shall be
subject to all provisions of such plan.

(c) Additional Compensation - The Company agrees to pay the
Employee additional compensation upon the achievement of certain goals and
milestones to be determined, and approved by the compensation committee. The
additional compensation plan should be determined on or before April 30,2000.

(d) The compensation provided for herein shall be in
addition to any retirement, profit sharing, insurance or similar benefit which
may at any time be payable to Employee pursuant to any plan or policy of the
Company relating to such benefits, which additional benefits shall be made
available to Employee on the same basis as they are generally made available to
other executive officers of the Company. Such compensation shall be in addition
to any options which may be granted under any stock option plan of the Company.

-2-
<PAGE>

(e) Upon submission of appropriate documentation with
respect thereto, the Company shall reimburse Employee in accordance with the
Company's normal policies for all reasonable travel, hotel, meal and other
expenses properly incurred by him in the performance of his duties hereunder.

(f) The Company shall provide Employee with Group Health
Insurance consistent with coverage offered to other Executive Officers of the
Company.

(g) The Company shall provide Employee with the use of an
automobile, selected by Employee and leased by the Company, with all expenses of
operation, such as insurance, gas, oil and repair, paid for by the Company and
having a cost to the Company, including lease charges, not to exceed $1,000 per
month in the aggregate.

5. Vacation. Employee shall be entitled to three (3) weeks
vacation each fiscal year, to be taken at such time as is mutually convenient to
the Company and Employee.

6. Disability. In the event that Employee shall be, in the
sole judgment of the Company, unable to perform because of illness or
incapacity, physical or mental, the duties and services to be performed by him
hereunder for a period of sixty (60) consecutive days or an aggregate period of
more than ninety (90) days in any 12-month period, the Company may terminate
this Agreement after the expiration of such period. Upon such termination,
Employee shall be entitled to receive the base salary provided by paragraph
4(a), and the additional benefits, if any, provided by paragraph 4(f), in each
instance computed up to the date of termination.

7. Confidential Information. (a) The Employee recognizes and
acknowledges that the Company owns, controls and has exclusive access to a body
of existing technical knowledge and technology, and that the Company has
expended and is expending substantial resources in a continuing program of
research, development and production with respect to its business. The Company
possesses and will continue to possess information that has been or will be
created, discovered or developed, or has or will otherwise become known to the
company, and/or in which property rights have been or will be assigned or
otherwise conveyed to the Company, which information has commercial value in the
business in which the Company is engaged. All of the aforementioned information
is hereinafter called "Confidential Information." By way of illustration but not
limitation, Confidential Information includes all data, compilations,
blueprints, plans, audio and/or visual recordings and/or devices, information on
computer disks, software in various stages of development, source codes, tapes,
printouts and other printed, typewritten or handwritten documents,
specifications, strategies, systems, schemes, methods (including delivery,
storage, receipt, transmission, presentation and manufacture of audio, visual,
informational or other data or content), business and marketing development
plans, customer lists, prospects lists, employee files, research projections,
processes, techniques, designs, sequences, components, programs, technology,
ideas, know-how, improvements, inventions (whether or not patentable or
copyrightable), information about operations and maintenance, trade secrets,
formulae, models, patent disclosures and any other information concerning the
actual or anticipated business, research or development of the Company or its
actual or potential customers or partners or which is or has been generated or
received in confidence by the Company by or from any person, and all tangible
and intangible embodiments

-3-

<PAGE>

thereof of any kind whatsoever including where appropriate and without
limitation all compositions, machinery, apparatus, records, reports, drawings,
copyright applications, patent applications, documents and samples prototypes,
models, products and the like. Confidential Information also includes any such
information as to which the Company is bound under confidentiality agreements
with third parties, and any information which the Company has obtained or will
obtain from its clients or any other party and which the Company treats as
confidential, whether or not owned or developed by the Company.

(b) The Employee acknowledges that, solely by reason of his
employment by the Company, the Employee has been or will be in a confidential
relationship with the Company, and that the Employee has or will come into
possession of, have access to, have knowledge of or contribute to the
Confidential Information.

(i) All of the Confidential Information is a valuable asset
of the Company and is, will be and shall at all times remain the sole and
exclusive property of the Company.

(ii) But for the Employee's employment by the Company, the
Confidential Information would not have been disclosed to the Employee.

(iii) The employee will not, directly or indirectly, either
during his or her employment or at any time thereafter, except as required in
the conduct of the Company's business or as authorized in writing by the
Company, use, publish, appropriate, exploit, copy, summarize, communicate or
disclose to any third party Confidential Information.

(iv) The Employee understands, acknowledges and agrees that
this Agreement applies regardless of whether there are any changes in the
Employee's job duties, job title, location of place or work or division
assignment.

(v) Upon termination of the employee's employment with the
Company, the Employee shall immediately deliver or cause to be delivered to the
Company all of the Confidential Information in the Employee's possession or
control, including, without limitation: originals and/or copies of books;
catalogues; sales brochures; customer lists; price lists; employee manuals;
operation manuals; marketing and sales plans and strategies; files; computer
disks; and all other documents and materials, in any form whatsoever, reflecting
or referencing Confidential Information as well as all of the materials
furnished to or acquired by the Employee as a result of or during the course of
the Employee's employment by the Company.

8. Non-Competition. (a) For a period of one year after the
termination of the Employee's employment with the Company (the "Non Compete
Period"), the Employee shall not, for himself or on behalf of any other person
or entity within North America that offers products or services that directly
compete with the products or services offered by the Company, solicit, have any
contact with or accept business from, any of the Company's customers or clients,
or known customer or client prospects, or otherwise induce or influence any such
customer or client or known customer or client prospect to reduce its volume of
business, or terminate or divert its relationship or otherwise in any way
adversely affect its relationship, with the Company.

-4-

<PAGE>

(b) The Employee further acknowledges that it is essential
to the protection of the Company's business that the Employee be restrained
from: (i) soliciting or inducing any employee of the Company to leave his or her
employment; and (ii) hiring or attempting to hire any employee of the Company.
The Employee agrees that, during the Employee's employment with the Company and
for a period of one year thereafter, the Employee shall not, directly or
indirectly, solicit or induce, or attempt to solicit or induce, any current or
future employee of the Company to leave the Company for any reason.

(c) The Employee further acknowledges and agrees that the
Employee shall not, during the Employee's employment with the Company and for a
period of one year thereafter (together with the period described in
subparagraph (b) of this Section, the "Non Solicitation Period"), for himself or
herself or on behalf of any other person, firm or entity within North America,
become engaged in any business or activity which directly competes with any
product or service sold or being developed by the Company, or any business or
activity engaged in by the Company.

(d) The restrictions and limitations contained in this
Paragraph 8 are acknowledged by the Employee and the Company to be reasonable as
to scope and duration and to be necessary to protect the Company's proprietary
interests in its Confidential Information, and to preserve for the Company the
competitive advantage derived from maintaining the Confidential Information as
secret.

(e) In the event that any of the restrictions and
limitations contained in this Paragraph 8 are deemed unreasonable or to
otherwise exceed the time and/or geographic limitations permitted by applicable
law, such provisions of this Paragraph shall be reformed to the maximum time
and/or geographic limitations permitted by applicable law.

(f) The Employee acknowledges and agrees that it is
impossible to measure in money the damages which will accrue to the Company if
the Employee shall breach or be in default of any of the Employee's
representations or agreements set forth in this Agreement. Accordingly, if the
Employee breaches or is in default of any of the representations or agreements
set forth in Paragraph 7 or 8 above, the Company shall have the full right to
seek injunctive relief, in addition to any other existing rights provided in
this Agreement or by operation of law, without the requirement of posting bond.
If any action or proceeding is instituted by or on behalf of the Company to
enforce any term of this Agreement, the Employee hereby waives any claim or
defense thereto that the Company has an adequate remedy at law or that the
Company has not been, or is not being, irreparably injured by the Employee's
breach or default. The rights and remedies of the Company pursuant to this
Paragraph are cumulative, in addition to, and shall not be deemed to exclude,
any other right or remedy which the Company may have pursuant to this Agreement
or otherwise, at law or in equity.

9. Representations and Warranties of Employee.

(a) The Employee represents and warrants that he has
terminated employment with one or more prior employers and that his employment
by the Company and the

-5-

<PAGE>

use by the Company of any skills and knowledge that she may have, are not in
violation of the terms of any contract that he is a party to or any other
applicable provision of the law.

(b) The Employee represents and warrants that his performance
of all the terms of this Agreement and his duties as an employee of the Company
does not now and will not knowingly breach any agreement to keep in confidence
confidential information acquired by him in confidence or in trust prior to his
employment with the Company. The Employee further represents and warrants that
he has not entered into and he will not enter into any agreement either written
or oral in conflict herewith.

(c) The Employee represents and warrants that he has not
brought and will not bring with him to the Company or use in the performance of
his responsibilities at the Company (a) any materials, documents or confidential
information of a former employer which are not generally available to the
public, unless he has obtained written authorization from the former employer
for their possession and use, or (b) any confidential information which he knows
or should have known has been acquired by improper means, or otherwise
misappropriated from another person. Employee warrants and represents that he is
free to enter into this Agreement and to perform the services contemplated
thereby and that such actions will not constitute a breach of, or default under,
any existing agreement.

(d) The Employee hereby agrees to indemnify and hold harmless
the Company from and against any and all losses, costs damages and expenses
(including, without limitation, its reasonable attorneys' fees) incurred or
suffered by the Company resulting from any breach by the Employee of any of his
representations or warranties set forth in this Paragraph 9.

10. Termination.

(a) The Company may terminate this Agreement immediately for
cause, without liability (other than for the base salary provided in paragraph
4(a) accrued to the date of termination) in the event of (i) conviction of
Employee of a felony, (ii) commission of acts of dishonesty or moral turpitude
constituting fraud or embezzlement, (iii) violation by Employee of the policies,
procedures, guidelines or directions of the Board of Directors, not corrected by
written notice. (vi) negligence by the Employee in the performance, or willful
disregard by the Employee's obligations hereunder, or (v) breach of any
provision of this Employment Agreement, not corrected by written notice.

(b) In the event the Company decides to terminate this
Agreement without cause within the first six (6) months of employment, the
Employee shall receive, in consideration of his continuing obligations under
Sections 7 and 8 hereof, payment of salary, based on the then applicable salary
level, for a period of six (6) months from the date of such termination,
inclusive of benefits that would normally be due the Employee, not including,
however, the benefits described in Section 4(f) hereof.

(c) In the event the Company decides to terminate this
Agreement without cause after the first six (6) months and prior to the
completion of the Initial Employment Period, or does not renew this Agreement
pursuant to Section 1 hereof, then Employee's employment shall terminate and
Employee shall receive, in consideration of his continuing obligations under

-6-

<PAGE>

Sections 7 and 8 hereof, payment of salary, based on the then applicable salary
level, for a period of twelve (12) months from the date of such termination,
inclusive of benefits that would normally be due the Employee, not including,
however, the benefit described in Section 4(f) hereof.

(d) In the event that Employee is terminated without cause
and Employee breaches any of the provisions of Sections 7 and 8 hereof during
the Non Compete and the Non Solicitation periods, then the Company shall be
permitted to suspend any further payments, if any, due to Employee under Section
10(b) or (c) hereof, without prejudice to any of it rights or remedies under
this Agreement.

11. No Waiver. The failure of any of the parties hereto to
enforce any provision hereof on any occasion shall not be deemed to be a waiver
of any preceding or succeeding breach of such provision or of any other
provision.

12. Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties hereto and no amendment, modification
or waiver of any provision herein shall be effective unless in writing, executed
by the party charged therewith.

14. Binding Effect. This Agreement shall bind and inure to the
benefit of the parties, their successors and assigns.

15. Assignment and Delegation of Duties. This Agreement may
not be assigned by the parties hereto except that the Company shall have the
right to assign this Agreement to any successor in connection with a sale or
transfer of all or substantially all of its assets, a merger or consolidation.
This Agreement is in the nature of a personal services contract and the duties
imposed hereby are non-delegable.

16. Paragraph Headings. The paragraph headings herein have
been inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.

17. Notices. Any notice under the provisions of this Agreement
shall be in writing, shall be sent by one of the following means, directed to
the address set forth on the first page of this Agreement or to such other
address as shall be designated hereunder by notice to the other party, effective
upon actual receipt and shall be deemed conclusively to have been given: (i) on
the first business day following the day timely deposited for overnight delivery
with Federal Express (or other equivalent national overnight courier service) or
United States Express Mail, with the cost of delivery prepaid or for the account
of the sender; (ii) on the fifth business day following the day duly sent by
certified or registered United States mail, postage prepaid and return receipt
requested; or (iii) when otherwise actually received by the addressee on a
business day (or on the next business day if received after the close of normal
business hours or on any non-business day).

-7-

<PAGE>

18. Unenforceability; Severability. If any provision of this
Agreement is found to be void or unenforceable by a court of competent
jurisdiction, the remaining provisions of this Agreement shall, nevertheless, be
binding upon the parties with the same force and effect as though the
unenforceable part has been severed and deleted.

-8-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.

EMPLOYEE:

/s/ Jack Rhian
---------------------------------------------
Jack Rhian

COMPANY:

AMERICAN MEDICAL ALERT CORP.

By: /s/ Howard M. Siegel
------------------------------------------
Name: Howard M. Siegel
Title: President and Chief Executive Officer

-9-

Exhibit 10(c)(iii)

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of January 1, 2000 between
AMERICAN MEDICAL ALERT CORP., a New York corporation (the "Company"), with
offices located at 3265 Lawson Boulevard, Oceanside, New York 11572, and HOWARD
M. SIEGEL, an individual having an address at 24 Franklin Blvd, Long Beach, New
York 11561 ("Employee").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, the Company desires to retain the services of
Employee upon the terms and conditions stated herein; and

WHEREAS, Employee desires to continue to be employed by the
Company upon the terms and conditions stated herein.

NOW, THEREFORE, in consideration of the mutual covenants,
conditions and promises contained herein, the parties hereby agree as follows:

1. Employment. The Company hereby employs Employee for the
period beginning as of the date hereof and ending December 31, 2002, unless
earlier terminated pursuant hereto (the "Employment Period").

2. Duties. Subject to the authority of the Board of Directors
of the Company, Employee shall be employed as the Company's Chairman of the
Board, President and Chief Executive Officer. Employee will perform such duties
and services of an executive nature, commensurate with his position as the
Chairman of the Board, President and Chief Executive Officer, as may from time
to time be assigned to him by the Board of Directors.

4. Inducement. As an inducement to Employee to enter into this
Agreement, Employee shall receive options under the Company's Stock Option Plan,
to purchase up to 160,000 of the Company's Common Stock, at an exercise price of
$ 2.75 per share. The term of

<PAGE>

exercise shall be five years from the date hereof and all such options shall
vest and be exercisable immediately. Notwithstanding anything contrary to this
Section 4, the grant of options hereunder is contingent and conditioned upon
approval by the Company's shareholders of an option plan reserving sufficient
shares for the grant of the options specified above. The options specified
herein shall be subject to all provisions of such plan.

5. Compensation. In consideration of the duties and services
to be performed by Employee hereunder, the Company agrees to pay, and Employee
agrees to accept the amounts set forth below:

(a) A base salary, to be paid on a weekly basis, at
the rate of:

(i) $260,000 per annum during the period beginning
January 1, 2000 and ending December 31, 2000;

(ii) $290,000 per annum during the period beginning
January 1, 2001 and ending December 31, 2001; and

(iii) $320,000 per annum during the period beginning
January 1, 2002 and ending December 21, 2002.

(b) As additional compensation, with respect to each
fiscal year of the Company during the Employment Period during which the
Company's Pre-Tax Income (as hereinafter defined) exceeds $2,000,000, an amount
equal to a percentage of the Company's Pre-Tax Income, as follows: (i) 8% of the
Company's Pre-Tax Income between $2,000,000 and 3,000,000, (ii) 9% of the
Company's Pre-Tax Income between $3,000,000 and $4,000,000, and (iii) 10% of the
Company's Pre-Tax Income in excess of $4,000,000. No additional compensation
shall be paid for any fiscal year in which Pre-Tax Income is less than
$2,000,000.

(c) In lieu of part or all of the additional
compensation payable in cash under paragraph 5(b), Employee may elect to
receive, as of December 31 of the year for which Pre-Tax Profits are determined,
such number of shares of the Company's Common Stock as the Board of Directors
may determine has a fair market value equal to such additional compensation. If
the Company's Common Stock is listed on a national securities exchange or traded
on the Over-the-Counter market, the fair market value of a share of such Common
Stock shall be the closing selling price or the mean of the closing bid and
asked prices of the Company's Common Stock quoted on such exchange, or on the
Over-the-Counter market as reported by the National Association of Securities
Dealers Automated Quotation ("NASDAQ") system, or if the Company's Common Stock
is not traded on NASDAQ, then as reported by the National Quotation Bureau,
Incorporated, on the day on which such election is made, or, if there is no
trading or bid or asked price on that day, the closing selling price or the mean
of the closing bid and asked prices on the nearest trading date before that day
and for which such prices are available, and if the Company's Common Stock is
not listed on such exchange or traded in such market, then the fair market value
shall be determined by an independent appraiser, selected by the Board of
Directors, whose opinion shall be binding on the parties. The Company may
require, as a condition to issuing shares of the Company's Common Stock pursuant
to this paragraph 5(c), that it receive an opinion of its counsel that such
securities may be issued

-2-
<PAGE>

pursuant to an exemption from registration under the Securities Act of 1933, as
amended, and applicable state law. Each certificate for such securities shall
bear a legend as follows:

"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"), or applicable state law. The securities may not be
offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act,
or pursuant to an exemption from registration under the Act
and applicable state law."

(d) The additional compensation to be paid pursuant
to paragraph 5(b) hereof and/or the shares of the Company's Common Stock, if
any, issuable pursuant to paragraph 5(c) hereof shall be payable and/or
issuable, as the case may be, promptly following the availability of the audited
financial statements relating to the applicable fiscal year of Company. To the
extent any such fiscal year is not entirely included in the Employment Period,
because for example Employee is terminated by the Company other than in
accordance with paragraph 10(a) hereof, Employee shall receive the pro rata
portion of such additional compensation determined by multiplying the additional
compensation, computed for the applicable fiscal year, by a fraction whose
numerator is the number of days in such fiscal year included in the Employment
Period and whose denominator is the total number of days in such fiscal year.

(e) The compensation provided for herein shall be in
addition to any retirement, profit sharing, insurance or similar benefit which
may at any time be payable to Employee pursuant to any plan or policy of the
Company relating to such benefits, which additional benefits shall be made
available to Employee on the same basis as they are generally made available to
other executive officers of the Company. Such compensation shall be in addition
to any options which may be granted under any stock option plan of the Company.

(f) The Company shall reimburse Employee in
accordance with the Company's normal policies for all reasonable travel, hotel,
meal and other expenses properly incurred by him in the performance of his
duties hereunder.

(g) The Company shall provide Employee with the use
of an automobile, selected by Employee and leased by the Company, with all
expenses of operation, such as insurance, gas, oil and repair, paid for by the
Company and having a cost to the Company of up to $1,650 per month.

(h) For the purposes of this Agreement, "Pre-Tax
Income" shall mean for each fiscal year the net income of the Company and its
consolidated subsidiaries, as set forth in the audited financial statements of
the Company, for such fiscal year before any adjustment for the effect of the
additional compensation pursuant to paragraph 5(b) hereof, determined in
accordance with generally accepted accounting principles, as consistently
applied by the Company.

2. Vacation. Employee shall be entitled to four (4) weeks
vacation each fiscal year, to be taken at such time as is mutually convenient to
the Company and Employee.

-3-

<PAGE>

3. Death. In the event of the death of Employee during the
Employment Period, this Agreement and the employment of Employee hereunder shall
terminate on the date of the death of Employee. The estate of Employee (or such
person(s) as Employee shall designate in writing) shall be entitled to receive,
and the Company agrees to continue to pay, in accordance with the normal pay
practice of the Company, the base salary of Employee provided by paragraph 5(a),
for a period of one (1) year following the date of death of Employee.

4. Disability. In the event that Employee shall be unable to
perform because of illness or incapacity, physical or mental, the duties and
services to be performed by him hereunder for a period of one hundred and eighty
(180) consecutive days or an aggregate period of more than one hundred and
eighty (180) days in any 12-month period, the Company may terminate this
Agreement after the expiration of such period. Upon such termination, Employee
shall be entitled to receive the base salary provided by paragraph 5(a), the
additional compensation provided by paragraphs 5(b) and 5(c) and payable in
accordance with paragraph 5(d), and the additional benefits, if any, provided by
paragraph 5(e), in each instance computed up to the date of termination.

5. Non-Competition and Non-Disclosure. (a) Employee covenants
and agrees that, throughout the Employment Period and for a period of eighteen
(18) months thereafter, he will not, directly or indirectly, own, manage,
operate or control, or participate in the ownership, management, operation or
control of, any business competing directly in the United States of America with
the business conducted by the Company or any subsidiary of the Company on the
date of termination hereof; provided, however, that Employee may own not more
than 5% of the outstanding securities of any class of any corporation engaged in
any such business, if such securities are listed on a national securities
exchange or regularly traded in the Over-the-Counter market by a member of a
national securities association.

(b) Employee covenants and agrees that, throughout
the Employment Period and for a period of eighteen (18) months thereafter, he
will not directly or indirectly solicit, entice or induce any person who on the
date of termination of employment of Employee is, or within the last three
months of Employee's employment by the Company was, associated with or employed
by the Company or any subsidiary of the Company to leave the employ of or
terminate his association with the Company, or any subsidiary of the Company,
solicit the employment of any such person on his own behalf or on behalf of any
other business enterprise.

(c) Employee covenants and agrees that, throughout
the Employment Period and at all times thereafter, he will not use, or disclose
to any third party, trade secrets or confidential information of the Company,
including, but not limited to, confidential information or trade secrets
belonging or relating to the Company, its subsidiaries, affiliates, customers
and clients or proprietary processes or procedures of the Company, its
subsidiaries, affiliates, customers and clients. Proprietary processes and
procedures shall include, but shall not be limited to, all information which is
known or intended to be known only by employees of the Company, its respective
subsidiaries and affiliates or others in a confidential relationship with the
Company or its respective subsidiaries and affiliates which relates to business
matters.

-4-

<PAGE>

(d) If any term of this paragraph 9 is found by any
court having jurisdiction to be too broad, then and in that case, such term
shall nevertheless remain effective, but shall be considered amended (as to the
time or area or otherwise, as the case may be) to a point considered by said
court as reasonable, and as so amended shall be fully enforceable.

(e) In the event that Employee shall violate any
provision of this Agreement (including but not limited to the provisions of this
paragraph 9), then Employee hereby consents to the granting of a temporary or
permanent injunction against him by a court of competent jurisdiction
prohibiting him from violating any provision of this Agreement. In any
proceeding for an injunction and upon any motion for a temporary or permanent
injunction, Employee agrees that his ability to answer in damages shall not be a
bar or interposed as a defense to the granting of such temporary or permanent
injunction against Employee. Employee further agrees that the Company will not
have an adequate remedy at law in the event of any breach by Employee hereunder
and that the Company will suffer irreparable damage and injury if Employee
breaches any of the provisions of this Agreement.

6. Termination.

(a) The Company may terminate this Agreement without
liability (other than for the base salary provided in paragraph 5(a) accrued to
the date of termination) in the event of (i) a material breach by Employee of
the provisions of this Agreement, which breach shall not have been cured by
Employee within sixty (60) days following notice thereof by the Company to
Employee, (ii) the commission of gross negligence or bad faith by Employee in
the course of his employment hereunder, which commission has a material adverse
effect on the Company, (iii) the commission by Employee of a criminal act of
fraud, theft or dishonesty causing material damages to the Company or any of its
subsidiaries or (iv) Employee shall be convicted of (or plead nolo contendere
to) any felony, or misdemeanor involving moral turpitude if such misdemeanor
results in material financial harm to or materially adversely affects the
goodwill of the Company.

(b) Employee may terminate this Agreement without
liability at any time upon at least one (1) year prior written notice.

(c) After a Change in Control (as hereinafter
defined) has occurred, Employee may terminate his employment upon thirty (30)
days' written notice to the Company within one hundred and eighty (180) days
following such a Change in Control:

An election by Employee to terminate his employment under the
provisions of this paragraph 10(c) shall not be deemed a voluntary termination
of employment by Employee for the purpose of interpreting the provisions of any
of the Company's employee benefit plans, programs or policies. Employee's right
to terminate his employment pursuant to this paragraph 10(c) shall not be
affected by his illness or incapacity, whether physical or mental, unless the
Company shall at the time be entitled to terminate his employment under
paragraph 8 of this Agreement. Employee's continued employment with the Company
for any period of time less than six (6) months after a Change in Control shall
not be considered a waiver of any right he may have to terminate his employment
pursuant to this paragraph 10(c).

-5-

<PAGE>

(d) After a Change in Control has occurred, if
Employee terminates his employment with the Company pursuant to paragraph 10(c)
hereof or if Employee's employment is terminated by the Company for any reason
other than pursuant to paragraph 10(a) hereof, Employee (i) shall be entitled to
his base salary in effect at the time of such termination, the additional
compensation determined in accordance with paragraph 5(b) hereof and/or the
shares of the Company's Common Stock, if any, issuable pursuant to paragraph
5(c) hereof, bonuses, awards, perquisites and benefits, including, without
limitation, benefits and awards under the Company's stock option plans and the
Company's pension and retirement plans and programs, through the date specified
in the notice of termination as the last day of Employee's employment by the
Company (the "Termination Date") and, in addition thereto, (ii) shall be
entitled to be paid in a lump-sum, on the Termination Date, an amount of cash
(to be computed, at the expense of the Company, by the independent certified
public accountants utilized by the Company immediately prior to the Change of
Control (the "Accountants"), whose computation shall be conclusive and binding
upon Employee and the Company) equal to 2.99 times Employee's "base amount" as
defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended
(the "Code"). Such lump-sum payment is hereinafter referred to as the
"Termination Compensation."

(e) Notwithstanding anything in this Agreement to the
contrary, Employee shall have the right, prior to the receipt by him of any
amounts due hereunder, to waive the receipt thereof or, subsequent to the
receipt by him of any amounts due hereunder, to treat some or all of such
amounts as a loan from the Company which Employee shall repay to the Company,
within ninety (90) days from the date of receipt, with interest at the rate
provided in Section 7872 of the Code. Notice of any such waiver or treatment of
amounts received as a loan shall be given by Employee to the Company in writing
and shall be binding upon the Company.

(f) It is intended that the "present value" of the
payments and benefits to Employee, whether under this Agreement or otherwise,
which are includable in the computation of "parachute payments" shall not, in
the aggregate, exceed 2.99 times the "base amount" (the terms "present value",
"parachute payments" and "base amount" being determined in accordance with
Section 280G of the Code). Accordingly, if Employee receives payments or
benefits from the Company prior to payment of the Termination Compensation
which, when added to the Termination Compensation, would, in the opinion of the
Accountants, subject any of the payments or benefits to Employee to the excise
tax imposed by Section 4999 of the Code, the Termination Compensation shall be
reduced by the smallest amount necessary, in the opinion of the Accountants, to
avoid such tax. In addition, the Company shall have no obligation to make any
payment or provide any benefit to Employee subsequent to payment of the
Termination Compensation which, in the opinion of the Accountants, would subject
any of the payments or benefits to Employee to the excise tax imposed by Section
4999 of the Code. No reduction in Termination Compensation or release of the
Company from any payment or benefit obligation in reliance upon any aforesaid
opinion of the Accountants shall be permitted unless the Company shall have
provided to Employee a copy of any such opinion that specifically entitles
Employee to rely thereon, no later than the date otherwise required for payment
of the Termination Compensation or any such later payment or benefit.

-6-

<PAGE>

(g) "Change of Control" as used in this Agreement
shall mean the occurrence of any of the following:

(i) any "person" or "group" (as such terms are used
in Section 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Act")), except for an employee stock ownership trust (or any of
the trustees thereof), becomes a "beneficial owner" (as such term in used in
Rule 13d-3 promulgated under the Act), after the date hereof, directly or
indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company's then outstanding securities;

(ii) a change in "control" of the Company (as the
term "control" is defined in Rule 12b-2 or any successor rule promulgated under
the Act) shall have occurred;

(iii) the majority of the Board of Directors, as
such entire Board of Directors is composed at the date of this Agreement, no
longer serve as directors of the Company, except that there shall not be counted
toward such majority who no longer serve as directors any director who ceased to
serve prior to the date of a Change in Control, for any reason, or at any other
time due to his death, disability or termination for cause;

(iv) the shareholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets;
or

(v) the shareholders of the Company approve a merger
or consolidation of the Company with any other company, other than a merger or
consolidation which would result in the combined voting power of the Company's
voting securities outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 70% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation. Notwithstanding the foregoing, any transaction
involving a leveraged buyout or other acquisition of the Company which would
otherwise constitute a Change in Control, in which Employee participates in the
surviving or successor entity (other than solely as an employee or consultant),
shall not constitute a Change in Control.

7. No Impediments. Employee warrants and represents that he is
free to enter into this Agreement and to perform the services contemplated
thereby and that such actions will not constitute a breach of, or default under,
any existing agreement.

8. No Waiver. The failure of any of the parties hereto to
enforce any provision hereof on any occasion shall not be deemed to be a waiver
of any preceding or succeeding breach of such provision or of any other
provision.

9. Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties hereto and no amendment, modification
or waiver of any provision herein shall be effective unless in writing, executed
by the party charged therewith.

-7-

<PAGE>

10. Governing Law. This Agreement shall be construed,
interpreted and enforced in accordance with and shall be governed by the laws of
the State of New York applicable to agreements to be wholly performed therein
without giving effect to principles of conflicts of law.

11. Binding Effect. This Agreement shall bind and inure to the
benefit of the parties, their successors and assigns.

12. Assignment and Delegation of Duties. This Agreement may
not be assigned by the parties hereto except that the Company shall have the
right to assign this Agreement to any successor in connection with a sale or
transfer of all or substantially all of its assets, a merger or consolidation.
This Agreement is in the nature of a personal services contract and the duties
imposed hereby are non-delegable.

13. Paragraph Headings. The paragraph headings herein have
been inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.

14. Notices. Any notice under the provisions of this Agreement
shall be in writing, shall be sent by one of the following means, directed to
the address set forth on the first page of this Agreement or to such other
address as shall be designated hereunder by notice to the other party, effective
upon actual receipt and shall be deemed conclusively to have been given: (i) on
the first business day following the day timely deposited for overnight delivery
with Federal Express (or other equivalent national overnight courier service) or
United States Express Mail, with the cost of delivery prepaid or for the account
of the sender; (ii) on the fifth business day following the day duly sent by
certified or registered United States mail, postage prepaid and return receipt
requested; or (iii) when otherwise actually received by the addressee on a
business day (or on the next business day if received after the close of normal
business hours or on any non-business day).

15. Unenforceability; Severability. If any provision of this
Agreement is found to be void or unenforceable by a court of competent
jurisdiction, the remaining provisions of this Agreement shall, nevertheless, be
binding upon the parties with the same force and effect as though the
unenforceable part has been severed and deleted.

-8-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.

EMPLOYEE:

/s/Howard M. Siegel
---------------------------------
Howard M. Siegel

COMPANY:

AMERICAN MEDICAL ALERT CORP.

By:/s/ Corey M. Aronin
------------------------------
Name: Corey M. Aronin
Title: Chief Financial Officer

-9-

Exhibit 10(c)(iv)

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of October 1, 1999, by and
between AMERICAN MEDICAL ALERT CORP., a New York corporation (the "Company"),
with offices at 3265 Lawson Boulevard, Oceanside, New York 11572, and FREDERIC
S. SIEGEL, an individual having an address at 133 Lagoon Drive East, Lido Beach,
New York 11561 ("Employee").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Employee is currently employed by the Company; and

WHEREAS, the Company desires that Employee continue to be
employed by it and render services to it, and Employee is willing to be so
employed and to render such services to the Company, all upon the terms and
subject to the conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants,
conditions and promises contained herein, the parties hereby agree as follows:

1. Employment. The Company hereby employs Employee for the
period beginning as of the date hereof and ending on September 30, 2000, unless
earlier terminated pursuant hereto (the "Employment Period").

2. Duties. Subject to the authority of the Board of Directors
of the Company, Employee shall be employed as the Company's Vice President of
Marketing. Employee will perform such duties and services of an executive
nature, commensurate with such position, as may from time to time be assigned to
him by the Board of Directors.

3. Full Time. Employee agrees that he will devote his full
time and attention to the business and affairs of the Company. Employee further
agrees to use his best efforts to perform his duties hereunder.

4. Compensation. In consideration of the duties and services
to be performed by Employee hereunder, the Company agrees to pay, and Employee
agrees to accept the amounts set forth below:

(a) A base salary, to be paid in accordance with the
Company's normal payroll procedures, during the Employment
Period.

i) $100,000 - 10/1/99 thru 12/31/99

ii) $110,000 - 1/1/00 thru 9/30/00
<PAGE>

(b) Additional Compensation - see enclosed Schedules
A.

(c) The compensation provided for herein shall be in
addition to any retirement, profit sharing, insurance or
similar benefit which may at any time be payable to Employee
pursuant to any plan or policy of the Company relating to such
benefits, which additional benefits shall be made available to
Employee on the same basis as they are generally made
available to other executive officers of the Company. Such
compensation shall be in addition to any options which may be
granted under any stock option plan of the Company.

(d) The Company shall reimburse Employee in
accordance with the Company's normal policies for all
reasonable travel, hotel, meal and other expenses properly
incurred by him in the performance of his duties hereunder.

(e) The Company shall provide Employee with the use
of an automobile, selected by Employee with consent of the
Company and leased by the Company, with all expenses of
operation, such as insurance, gas, oil and repair, paid for by
the Company and having a cost to the Company of up to
$1,000.00 per month.

5. Vacation. Employee shall be entitled to three (3) weeks
vacation each fiscal year, to be taken at such time as is mutually convenient to
the Company and Employee.

6. Death. In the event of the death of Employee during the
Employment Period, this Agreement and the employment of Employee hereunder shall
terminate on the date of the death of Employee. The estate of Employee (or such
person(s) as Employee shall designate in writing) shall be entitled to receive,
and the Company agrees to continue to pay, in accordance with the normal pay
practice of the Company, the salary of Employee provided by Section 4, for a
period of one (1) year following the date of death of Employee.

7. Disability. In the event that Employee shall be unable to
perform his duties hereunder as a result of physical or mental illness or
incapacity for a period of one hundred and eighty (180) consecutive days or an
aggregate period of more than one hundred and eighty (180) days in any
12-month period, the Company may terminate this Agreement after the expiration
of such period. Upon such termination, Employee shall be entitled to receive the
salary in accordance with Section 4 hereof computed up to the date of
termination.

8. Non-Competition and Non-Disclosure. (a) Employee covenants
and agrees that, throughout the Employment Period and for a period of three (3)
years thereafter, he will not, directly or indirectly, own, manage, operate or
control, or participate in the ownership, management, operation or control of,
any business competing directly in the United States of America with the
business conducted by the Company or any subsidiary of the Company on the date
of termination hereof; provided, however, that Employee may own not more than 5%
of the outstanding securities of any class of any corporation engaged in any
such business, if such

-2-
<PAGE>

securities are listed on a National Securities Exchange or regularly traded in
the over-the-counter market by a member of a National Securities Association.

(b) Employee covenants and agrees that, throughout the
Employment Period and for a period of three (3) years thereafter, he will not
directly or indirectly solicit, entice or induce any person who on the date of
termination of employment of Employee is, or within the last three months of
Employee's employment by the Company was, associated with or employed by the
Company or any subsidiary of the Company to leave the employ of or terminate his
association with the Company, or any subsidiary of the Company, solicit the
employment of any such person on his own behalf or on behalf of any other
business enterprise.

(c) Employee covenants and agrees that, throughout the
Employment Period and at all times thereafter, he will not use, or disclose to
any third party, trade secrets or confidential information of the Company,
including, but not limited to, confidential information or trade secrets
belonging or relating to the Company, its subsidiaries, affiliates, customers
and clients or proprietary processes or procedures of the Company, its
subsidiaries, affiliates, customers and clients. Proprietary processes and
procedures shall include, but shall not be limited to, all information which is
known or intended to be known only to employees of the Company, its respective
subsidiaries and affiliates or others in a confidential relationship with the
Company or its respective subsidiaries and affiliates which relates to business
matters.

(d) If any term of this Section 8 is found by any court having
jurisdiction to be too broad, then and in that case, such term shall
nevertheless remain effective, but shall be considered amended (as to the time
or area or otherwise, as the case may be) to a point considered by said court as
reasonable, and as so amended shall be fully enforceable.

(e) In the event that Employee shall violate any provision of
this Agreement (including but not limited to the provisions of this Section 8),
then Employee hereby consents to the granting of a temporary or permanent
injunction against him by a court of competent jurisdiction prohibiting him from
violating any provision of this Agreement. In any proceeding for an injunction
and upon any motion for a temporary or permanent injunction, Employee agrees
that his ability to answer in damages shall not be a bar or interposed as a
defense to the granting of such temporary or permanent injunction against
Employee. Employee further agrees that the Company will not have an adequate
remedy at law in the event of any breach by Employee hereunder and that the
Company will suffer irreparable damage and injury if Employee breaches any of
the provisions of this Agreement.

9. Termination. (a) The Company may terminate this Agreement
without liability (other than for the base salary provided in Section 4 accrued
to the date of termination) in the event of (i) a material breach by Employee of
the provisions of this Agreement, which breach shall not have been cured by
Employee within sixty (60) days following written notice thereof by the Company
to Employee, (ii) the commission of gross negligence or bad faith by Employee in
the course of his employment hereunder, which commission has a material adverse
effect on the Company, (iii) the commission by Employee of a criminal act of
fraud, theft or

-3-
<PAGE>

dishonesty causing material damages to the Company or any of its subsidiaries or
(iv) Employee shall be convicted of (or plead nolo contendere to) any felony, or
misdemeanor involving moral turpitude if such misdemeanor results in material
financial harm to or materially adversely affects the goodwill of the Company.

(b) (Intentionally Omitted)

(c) After a Change in Control (as hereinafter defined) has
occurred, Employee may terminate his employment at any time upon written notice
to the Company within six (6) months after he has obtained actual knowledge of
the occurrence of any of the following events:

(i) Failure to elect or appoint, or re-elect or re-appoint,
Employee to, or removal of Employee from, his office and/or position with the
Company as constituted prior to the Change in Control, except in connection with
the termination of Employee's employment pursuant to Section 9(a) hereof;

(ii) A reduction in Employee's overall compensation
(including any reduction in pension or other benefit programs or perquisites) or
a material adverse change in the nature or scope of the authorities, powers,
functions or duties normally attached to Employee's position with the Company as
referred to in Section 2 hereof;

(iii) A determination by Employee made in good faith that,
as a result of a Change in Control, he is unable effectively to carry out the
authorities, powers, functions or duties attached to his position with the
Company as referred to in Section 2 hereof, and the situation is not remedied
within thirty (30) days after receipt by the Company of written notice from
Employee of such determination;

(iv) A breach by the Company of any provision of this
Agreement not covered by clauses (i), (ii) or (iii) of this Section 9(c), which
is not remedied within thirty (30) days after receipt by the Company of written
notice from Employee of such breach;

(v) A change in the location at which substantially all of
Employee's duties with the Company are to be performed to a location which is
not within a 50-mile radius of the address of the place where Employee is
performing services prior to the date of the Change in Control; or

(vi) failure by the Company to obtain the assumption of,
and the agreement to perform, this Agreement by any successor (pursuant to a
transfer described in Section 15).

-4-

<PAGE>

An election by Employee to terminate his employment under the
provisions of this Section 9(c) shall not be deemed a voluntary termination of
employment by Employee for the purpose of interpreting the provisions of any of
the Company's employee benefit plans, programs or policies. Employee's right to
terminate his employment pursuant to this Section 9(c) shall not be affected by
his illness or incapacity, whether physical or mental, unless the Company shall
at the time be entitled to terminate his employment under Section 7 of this
Agreement. Employee's continued employment with the Company for any period of
time less than six (6) months after a Change in Control shall not be considered
a waiver of any right he may have to terminate his employment pursuant to this
Section 9(c).

(d) After a Change in Control has occurred, if Employee
terminates his employment with the Company pursuant to Section 9(c) hereof or if
Employee's employment is terminated by the Company for any reason other than
pursuant to Section 9(a) hereof, Employee (i) shall be entitled to his base
salary, the additional compensation determined in accordance with Section 4(b)
hereof, and any bonuses, awards, perquisites and benefits, including, without
limitation, benefits and awards under the Company's stock option plans and the
Company's pension and retirement plans and programs, through the date specified
in the notice of termination as the last day of Employee's employment by the
Company (the "Termination Date") and, in addition thereto, (ii) shall be
entitled to be paid in a lump-sum, on the Termination Date, an amount of cash
(to be computed, at the expense of the Company, by the independent certified
public accountants utilized by the Company immediately prior to the Change of
Control (the "Accountants"), whose computation shall be conclusive and binding
upon Employee and the Company) equal to 1.99 times Employee's "base amount" as
defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended
(the "Code"). Such lump-sum payment is hereinafter referred to as the
"Termination Compensation."

-5-

<PAGE>

make any payment or provide any benefit to Employee subsequent to payment of the
Termination Compensation which, in the opinion of the Accountants, would subject
any of the payments or benefits to Employee to the excise tax imposed by Section
4999 of the Code. No reduction in Termination Compensation or release of the
Company from any payment or benefit obligation in reliance upon any aforesaid
opinion of the Accountants shall be permitted unless the Company shall have
provided to Employee a copy of any such opinion that specifically entitles
Employee to rely thereon, no later than the date otherwise required for payment
of the Termination Compensation or any such later payment or benefit.

(g) "Change of Control" as used in this Agreement shall mean
the occurrence of any of the following:

(i) any "person" or "group" (as such terms are used in
Section 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Act")), except for an employee stock ownership trust (or any of the
trustees thereof), becomes a "beneficial owner" (as such term in used in Rule
13d-3 promulgated under the Act), after the date hereof, directly or indirectly,
of securities of the Company representing 30% or more of the combined voting
power of the Company's then outstanding securities;

(ii) a change in "control" of the Company (as the term
"control" is defined in Rule 12b-2 or any successor rule promulgated under the
Act) shall have occurred;

(iii) the majority of the Board of Directors, as such
entire Board of Directors is composed at the date of this Agreement, no longer
serve as directors of the Company, except that there shall not be counted toward
such majority who no longer serve as directors any director who ceased to serve
prior to the date of a Change in Control, for any reason, or at any other time
due to his death, disability or termination for cause;

(iv) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets; or

(v) the shareholders of the Company approve a merger or
consolidation of the Company with any other company, other than a merger or
consolidation which would result in the combined voting power of the Company's
voting securities outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 70% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation. Notwithstanding the foregoing, any transaction
involving a leveraged buyout or other acquisition of the Company which would
otherwise constitute a Change in Control, in which Employee participates in the
surviving or successor entity (other than solely as an employee or consultant),
shall not constitute a Change in Control.

-6-

<PAGE>

10. No Impediments. Employee warrants and represents that he
is free to enter into this Agreement and to perform the services contemplated
thereby and that such actions will not constitute a breach of, or default under,
any existing agreement.

13. Governing Law. This Agreement shall be construed,
interpreted and enforced in accordance with and shall be governed by the laws of
the State of New York applicable to agreements to be wholly performed therein
without giving effect to principles of conflict or choice of law thereof. . 14.
Binding Effect. This Agreement shall bind and inure to the benefit of the
parties, their successors and assigns.

16. Section Headings. The section headings herein have been
inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.

-7-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.

AMERICAN MEDICAL ALERT CORP.

By:/s/ Corey M. Aronin
---------------------------------
Corey M. Aronin
CFO

By:/s/ Frederic S. Siegel
---------------------------------
Frederic S. Siegel
Vice President, Marketing

-8-
<PAGE>

FREDERIC S. SIEGEL EMPLOYMENT AGREEMENT
SCHEDULE A

1. Commission on New Revenues:
a. Employee shall receive sales commissions on incremental annual
revenues calculated as follows:

1. 1999 and 2000 - Employee shall receive a 3% sales commission
on all incremental sales above 105% of 1997 annual sales,
compounded by an additional 5% annually.

2. Commission on Pre-tax income - Employee shall receive .0375% of increased net
income above the base year of 1997. This commission shall be paid only if
pre-tax income increases year to year.

3. Stock Options - In accordance with the Company's 1991 and 1997 Stock Option
Plans or other option plans which may be adopted in the future, the employee
shall receive stock options to purchase a number of shares of common stock equal
to 5% of total compensation paid during each semi-annual stock option grant
period. In addition, Employee shall be granted additional stock options
calculated as follows:

Incremental Sales above 105% of 1997 sales, compounded by an additional
5% annually - Additional stock options granted shall be equal to 2.5%
of incremental sales.

-9-

Exhibit 23(a)

We consent to the incorporation by reference in Registration Statement Nos.
33-48385, 33-91806, and 33-53029 on Form S-8 and Registration Statement No.
333-6159 on Form S-3 of American Medical Alert Corp. of our report dated
February 17, 2000 appearing in this Annual Report on Form 10-KSB of American
Medical Alert Corp. for the year ended December 31, 1999.

/s/ Margolin, Winer & Evens LLP

Margolin, Winer & Evens LLP
Garden City, New York
April 27, 2000