Securities and Exchange Commission. Asterisks denote such omissions.

MASTER CONTRACT FINANCING PROGRAM AGREEMENT

This Master Contract Financing Program Agreement (Agreement) is entered into as of November 18, 2003, between Lifeline Systems, Inc., a Massachusetts corporation with a principal place of business at 111 Lawrence Street, Framingham, MA 01702 (Lifeline) and De Lage Landen Financial Services, Inc. (DLL), a Michigan corporation, having a business office located at 1111 Old Eagle School Road, Wayne, Pennsylvania 19087.

Recital of Facts. This Agreement is entered into in reference to the following facts:

a. Lifeline is engaged in the sale of medical equipment and, in connection therewith, desires to offer its customers the opportunity to lease, rent and/or use such equipment (Equipment) and any associated software license (Software) for commercial or business purposes. DLL and Lifeline desire to establish a private label lease program whereby Lifeline will offer DLL the opportunity to enter into (in the name Lifeline Capital, a program of Lifeline Systems, Inc. pursuant to the terms of this Agreement) lease agreements (Lease Agreements) and rental agreements (Rental Agreements) with certain customers (the Lessees/Customers) for the Equipment (such lease agreements and rental agreements may hereafter be referred to as Contracts) identifying Lifeline as the Lessor and Lifeline will sell and/or assign to DLL all of Lifelines right, title and interest in and to a Contract together with any guaranties given to secure a Lessees/Customers performance of the Contract (Guaranty), all purchase orders and invoices relative to any Equipment subject to a Contract and all payments due or to become due pursuant to such a Contract (Payments);

b. DLL agrees, at its sole discretion, to purchase from Lifeline and accept the assignment of Lifelines interest in the Contracts, including any Guaranties, all purchase orders and invoices relative to any Equipment subject to a Contracts, and the Payments due under each Contract and to service Contracts assigned from Lifeline in the name of Lifeline, upon the terms and conditions contained herein.

THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other valuable consideration received by Lifeline, and intending to be legally bound, the parties hereby agree as follows:

SECTION ONE - CONDITIONS OF AGREEMENT

As conditions precedent to the effectiveness of this Agreement, Lifeline and DLL shall deliver the following documents in form and substance satisfactory to each party:

a. Duplicate originals of this Agreement duly executed by each party;

b. A Secretarys Certificate executed by the Secretary of Assistant Secretary of each party certifying that the party is authorized to enter into this Agreement and that the individual executing this Agreement on behalf of the party is authorized to do so.

SECTION TWO - CONTRACT ORIGINATION

2.1 Credit Review. DLL requires complete credit and financial information on each prospective Lessee/Customer in order to complete its credit review. For each proposed Contract, Lifeline shall provide DLL with or assist DLL in obtaining the following:

a. A full and complete description of the Equipment, including its cost;

b. The terms of the proposed Contract;

c. A complete and legible copy of the Contract; and

d. All pertinent details and other such credit and financial data as DLL might require.

2.2 Rejection Notification. In the event Lessees/Customers application is declined and the Lessees/Customers application is not accepted by another leasing source, DLL will provide Lifeline with the necessary information to enable Lifeline to send the Lessee/Customer the required notification pursuant to Regulation B of the Equal Credit Opportunity Act and the Fair Credit Reporting Act (Credit Laws) and Lifeline agrees to send the required notification to the Lessee/Customer. Lifeline agrees to indemnify and hold DLL harmless at Lifelines expense for any and all claims and/or actions or losses arising out of or in connection with Lifelines failure to comply with the notice requirements as set forth in the Credit Laws.

2.3 Credit Approvals. Credit approvals shall remain in effect for a period of ninety (90) days after the approval date subject to cancellation by DLL with respect to any such Lessee/Customer before the end of such ninety (90) day period if DLL determines, in its sole and absolute discretion, that: (i) the operational business or financial condition of such Lessee/Customer has materially and adversely changed, (ii) any material representation made by Lifeline or any affiliate or agent or any Lessee/Customer in the related credit application or in any applicable evaluation information or otherwise is false or misleading, or (iii) Lifeline is in default or an event has occurred with respect to Lifeline which, with the passage of time or the giving of notice or both, would become a default under this Agreement. The default in sub-part (iii) above will be subject to applicable cure periods set forth in this Agreement.

2.4 Rates.

a. DLL shall provide Lifeline with its current rate cards reflecting its current Contract rates (the Rates). The Rates are subject to adjustment at any time based on a change in like term United States Treasury Note rates of [**] or more, as reflected in the Dow Jones Telerate Service. In the event this index is not available, the parties shall agree on the use of an alternate index. DLL shall also have the option to increase or decrease Rates applicable to Contracts on a quarterly basis and such Rate increases or decreases will be implemented on the first day of the quarter after DLL calculates the new Rates. For Contracts which are credit approved prior to the Rate increase or decrease, DLL will hold the Rates for an additional thirty (30) days. DLL agrees to provide Lifeline with written notice of any change in Rates prior to any adjustment.

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