PURCHASE AND SALE AGREEMENT

Exhibit 10.37

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote such omissions.

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of November 19, 2003 by and between Lifeline Systems, Inc. (hereinafter “Seller”), a Massachusetts corporation with a principal place of business at 111 Lawrence Street, Framingham, MA 01702 and De Lage Landen Financial Services, Inc. (hereinafter “Purchaser”), a Michigan corporation with a principal place of business at 1111 Old Eagle School Road, Wayne, Pennsylvania 19087.

WITNESSETH :

WHEREAS, Seller has, in its ordinary course of business, entered into lease agreements (each a “Contract” and collectively, “Contracts”) directly with lessees (each an “Obligor” and collectively, “Obligors”) for the lease of the equipment (“Equipment”) listed therein and as such Contracts are more fully described on Schedule A attached hereto and made a part hereof; and

WHEREAS, Seller has agreed to sell and assign to Purchaser and Purchaser has agreed to purchase and accept the assignment of all of Seller’s right, title and interest in, to and under the Contracts listed on Schedule A and all payments coming due thereunder; and

NOW, THEREFORE, in consideration of the agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

I. ASSIGNMENT AND PURCHASE

1.1 Agreement to Sell . Subject to the terms and conditions set forth herein, upon Purchaser’s payment to Seller of the purchase price of One Million Six Hundred Twenty-Five Thousand Four Hundred Forty-Four Dollars and Seventy-Two Cents ($1,625,444.72) (“Purchase Price”), Seller will, and hereby does without further action:

all by executing an assignment in the form annexed hereto as Exhibit A , which is made a part hereof (the “ Assignment ”).

Purchaser shall have, in addition to all other rights hereunder, the right to (i) receive and retain any and all

Payments and rights thereto under any Contract; (ii) use or sell or dispose of Equipment (subject to Obligor’s interest therein); and (iii) apply and use such Payments, rights, Equipment (subject to Obligor’s interest therein) and proceeds to satisfy any and all obligations of Seller hereunder.

The parties hereto intend the sale, assignment and transfer of each Contract by Seller to Purchaser hereunder to be a true sale thereof, and not a loan secured by the granting of a lien thereon. If, notwithstanding the foregoing, any transaction of which the sale, assignment and transfer is a part is construed by a court of competent jurisdiction to be a loan and not a true sale and, in addition, as security for all of Seller’s obligations to Purchaser under this Agreement, and for Obligors’ respective obligations under the Contracts, Seller hereby grants and assigns, as applicable, to Purchaser to the extent not transferred a first priority security interest prior in right to all persons and entities (other than that of Obligor under the Contract) in and to all of the following, whether now or in the future owned by Seller:

Upon the occurrence of a default under any Contract, Purchaser shall be entitled to exercise all rights and remedies available to it as a secured party under all applicable laws, including, without limitation, the Uniform Commercial Code (“ UCC ”), and all rights and remedies under the Contract.

1.2 No Assumption by Purchaser . Purchaser does not assume any of Seller’s, vendor’s or other obligations under any Contract or with respect to any Equipment and shall have no duties in respect thereof, and, in this regard, Seller shall indemnify, defend and hold Purchaser harmless against any and all claims, liabilities or actions with respect thereto.

1.3 Conditions Precedent . Purchaser shall pay the Purchase Price upon Purchaser’s receipt of the following: (a) a duly executed copy of this Agreement; (b) a duly executed Assignment from Seller; (c) the originals of all Contracts (with guarantees or other surety therefor, if any, and all related documents) identified on Schedule A hereto and to the Assignment; (d) a Secretary’s Certificate of Seller with specimen signatures, substantially in the form of Exhibit B hereto; and (e) UCC-1 financing statement against Seller with Purchaser as Secured Party with respect to the Contracts sold and assigned hereunder and Equipment subject thereto.

1.4 Servicing . Upon payment of the Purchase Price, the parties agree that Purchaser (in the name of Seller pursuant to Section 6.2) shall commence billing and collecting of all Payments and other amounts coming due under each Contract as of January 1, 2004. Purchaser shall also bill and collect, on behalf of Seller, all property taxes owing with respect to any Equipment subject to a Contract. Seller shall provide Purchaser with an invoice indicating the amount of such property taxes to be billed by Purchaser. Purchaser shall have no liability for any property taxes owing with respect to any Equipment and Seller hereby agrees to indemnify, defend and hold Purchaser harmless from and against any and all Losses (as defined in Section 4) related to such taxes

(including without limitation any fines, interest and penalties related thereto). Further, Purchaser shall bill and collect all sales taxes owing with respect to any Equipment at a rate determined by Purchaser and Purchaser shall remit such sales taxes to the appropriate taxing authorities in Purchaser’s name. In the event Purchaser collects a Payment that is less than the total Payment, taxes and other amounts owing under a Contract, the amount so collected shall be applied as follows: first, to Purchaser for any past due Payments and other amounts owing under the Contract (including any past due sales tax) and second, for payment of property taxes.

In the event Seller receives any Payments with respect to any Contract that belong to Purchaser pursuant to this Agreement, Seller agrees that such Payments will be Purchaser’s property and will be held in trust by Seller for Purchaser. Seller shall, on a twice monthly basis, but in no event later than 1 day prior to the last business day of the month remit any such Payments to Purchaser via ACH. If Seller fails to remit any Payments it collects to Purchaser pursuant to this paragraph, Seller shall pay Purchaser interest on such Payment at ten percent (10%) per annum until paid.

(i) Upon the occurrence of an Event of Default as defined in a Contract or (ii) in the event Seller shall file or have filed against it any action for relief under any existing or future law relating to bankruptcy, insolvency, reorganization or relief of debtors, a receiver is appointed for Seller, Seller makes a general assignment for the benefit of its creditors, Seller shall generally not, or be unable to, pay its debts as they come due, or Seller shall dissolve, Purchaser shall have the option to notify the Obligor of the transfer and assignment of the Contract by sending the Obligors a notice letter pursuant to Section 6.2 of this Agreement. Such notice letter shall be in such form as Purchaser deems reasonably necessary to effectuate the terms of this paragraph. Upon sending any notice letter, Purchaser may thereafter conduct all future activities with respect to the Contract (including, without limitation, billing and collecting all Payments due thereunder) in its own name and not under the name of Seller.

In addition to the services provided above, Purchaser agrees to assist Seller in billing and collecting past due payments that may be owing to Seller under contracts not assigned to Purchaser under this Agreement but which contracts are with a customer that is also an Obligor under a Contract assigned to Purchaser under this Agreement. The parties shall mutually agree on the processes to be followed by Purchaser with respect to such collection activities. In the event Purchaser bills and collects any such past due amounts owing to Seller from a customer that is also an Obligor under a Contract assigned to Purchaser under this Agreement, any amounts actually collected by Purchaser from such Obligor shall be applied as follows: first, to Purchaser for any past due Payments and other amounts owing under Purchaser’s Contract (including any late charges and past due sales tax) and second, to Seller. Purchaser shall, on a twice monthly basis, (but in no event later than 1 day prior to the last business day of the month) remit any such Payments to Seller via ACH.

II. REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1 Mutual Representations and Warranties . Seller and Purchaser each represents and warrants to the other as follows: (a) It is a duly organized and validly existing corporation and has full power to enter into this Agreement (and in the case of Seller, the Assignment) and to carry out the transactions contemplated hereby and is in good standing in the state of its incorporation; (b) The execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and do not violate the terms of it’s articles of incorporation or organization, bylaws or any other agreement to which it is bound and no approvals or consents are required from any shareholders, members, government entity or any other person or entity to consummate the transactions hereunder, and this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms; and (c) It has all governmental approvals, permits, certificates, inspections, consents and franchises necessary to conduct its respective business, substantially as now conducted and to own or finance and operate its properties as now owned, financed or operated by it, except where the failure to obtain any of the foregoing does not materially and adversely impair the ability of each to operate its business or to perform its obligations under this Agreement.

2.2 Seller’s Representations, Warranties and Covenants .

(1) As of the date on which Purchaser pays the Purchase Price, Seller represents and warrants to Purchaser as follows:

(a) Seller is the sole and lawful owner of the Contracts and all Payments coming due thereunder and has good and marketable title to it and, upon payment of the Purchase Price, Purchaser shall receive good and marketable right, title and interest to the Contracts and all Payments due thereunder free and clear or all security interests, liens, encumbrances and claims whatsoever (other than the rights of the Obligors under the Contracts);

(b) Each Contract evidences a valid reservation of title to the Equipment subject thereto, subject only to the rights of the Obligor under the Contract, or a valid, perfected first priority security interest in the applicable Equipment and upon the assignment of the Contracts, Purchaser shall acquire a valid perfected first priority security interest in the Equipment which shall have priority over all other rights, liens or security interests with respect thereto;

(c) Seller has the absolute right to sell and assign the Contracts and all Payments coming due thereunder and such Contracts and Payments are capable of being freely and fully assignable and none of the Contracts contain a prohibition against such sale and assignment;

(d) Each Contract, together with all related documents, are legal, valid, binding, and enforceable in accordance with their respective terms and each such Contract and related documents are non-cancelable for the term of the Contract as indicated on Schedule A hereto;

(e) The obligations of each Obligor under each Contract are absolute and unconditional and no setoffs, counterclaims, abatements or defenses exist with respect to any such obligations, including payment obligations, of any Obligor under such Contract;

(f) All information in whatever form provided by Seller to Purchaser concerning the Contracts, including, without limitation, the information on Schedule A hereto, the legal names and addresses of Obligors and the amount and due dates of Payments due under Contracts, is accurate and correct and the form of each Contract is in a substantially similar form as the form set forth on Exhibit C attached hereto and made a part hereof;

(g) Seller has delivered to Purchaser the genuine sole originals of the Contracts and all documents related thereto as, such Contracts and documents constitute the entire agreement between the parties thereto and the transactions contemplated by the Contracts arose out of bona fide business transactions in the ordinary course;

(h) Seller is not holding any security deposits, escrow, maintenance or other reserves or deposits with respect to the Contracts or Equipment;

(i) No suit or any legal action or proceeding has been brought or threatened to be brought by or against Seller in connection with any Contract;

(j) The Equipment has been delivered and unconditionally accepted by the Obligors and the Equipment is in the possession of the Obligors and in good operating condition;

(k) All taxes imposed prior to the date of this Agreement by any taxing authority on the Contracts or Equipment have been paid by Seller and the Contracts and Equipment comply with all material applicable laws, rules and regulations;

(l) Seller has not heretofore sold, transferred, assigned or otherwise pledged its interest in all or any part of the Contracts or Equipment and Seller shall not sell, transfer, assign or otherwise encumber, or attempt to encumber, or suffer to permit any lien, or charge upon, all or any part of the Contracts or Equipment;

(m) No default or event of default has occurre