Exhibit 10.14


    

      Exhibit
        10.14

       

       

      EXECUTION
        COPY

       

      ASSET
        PURCHASE AGREEMENT

       

      This
        ASSET
        PURCHASE AGREEMENT (this “Agreement”),
        dated
        as of February 23, 2007 is made and entered into by and between Universal
        Hospital Services, Inc., a Delaware corporation (“UHS”),
        and
        Intellamed, Inc., a Texas corporation (“Intellamed”).

       

      WHEREAS,
        on the terms and subject to the conditions set forth in this Agreement,
        Intellamed desires to sell and assign to UHS, and UHS desires to purchase
        from
        Intellamed, the assets of the ICMS division of Intellamed (the “Division”)
        as more
        particularly described herein and UHS shall assume and to pay certain
        obligations, commitments and liabilities of the Division to the extent provided
        herein for the aggregate consideration described herein.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants, representations, warranties
        and agreements and the conditions set forth in this Agreement, UHS and
        Intellamed hereby agree as follows:

       

      ARTICLE
        I

       

      TRANSFER
        OF ASSETS; ASSUMPTION OF LIABILITIES

       

      Section
        1.01  Transfer of Assets. On
        the
        terms and subject to the conditions set forth in this Agreement, Intellamed
        shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer
        and assign to UHS, and UHS shall purchase and acquire from Intellamed, all
        of
        Intellamed’s right, title and interest, as of the Closing Date (as defined in
        Section 3.01 hereof), in and to all of the assets currently owned by
        Intellamed or the Division, as applicable, and necessary for use in the conduct
        and operation of the Division after the Closing (as defined in Section 3.01)
        by
        UHS, including, without limitation, the assets identified below (collectively,
        the “Acquired
        Assets”),
        but
        excluding the Excluded Assets (as defined in Section 1.02):

       

      (a) All
        of the
        equipment, machinery, furniture, fixtures, including test equipment, tools,
        work
        benches, interests in vehicles, computers, printers, servers and other data
        processing hardware, wherever located, including without limitation, those
        assets identified on Schedule 1.01(a)
        hereto;

       

      (b) All
        of the
        inventories of supplies and parts and the interest in all orders or contracts
        for the purchase of supplies and parts, including without limitation, those
        assets identified on Schedule 1.01(b)
        hereto,
        which shall be updated at Closing (collectively, “the “Supplies
        and Parts”);

       

      (c) All
        of the
        interest in and benefits under all licenses, leases, contracts and agreements
        (other than those identified in Section 1.01(d)) including, without
        limitation, those identified in Schedule 1.01(c),
        which
        shall be updated at Closing;

       

      (d) All
        of the
        interest in and all benefits under all customer contracts, including, without
        limitation, the contracts identified in Schedule 1.01(d)
        which
        shall be updated at Closing

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      (together
        with the licenses, leases, contracts and agreements subject to
        Section 1.01(c), the “Subject
        Contracts”);

       

      (e) All
        documents or other tangible materials embodying technology or intellectual
        property rights owned by or licensed to Intellamed or the Division, as
        applicable, wherever located, including, without limitation all software
        programs and related documentation for software;

       

      (f) All
        Intellectual Property Rights (as defined in Section 4.20(a)) owned by or
        licensed to Intellamed or the Division, as applicable, or used in, developed
        for
        use in or necessary to the conduct and operation of the Division as now
        conducted, including, without limitation, those identified in Schedule 1.01(f);

       

      (g) True
        and
        complete copies of all books, records and other documents and information
        relating to the Acquired Assets, including, without limitation, all customer,
        prospect, dealer and distributor lists, sales literature, inventory records,
        purchase orders and invoices, sales orders and sales order log books, customer
        information, commission records, correspondence, product data, material safety
        data sheets, price lists, product demonstrations, quotes and bids and all
        product catalogs and brochures;

       

      (h) All
        permits, licenses and other governmental approvals held by Intellamed or
        the
        Division, as applicable, to the extent they are assignable (collectively,
        the
“Assignable
        Permits”);

       

      (i) All
        interest in those telephone numbers listed in Schedule
        1.01(i),
        including the general telephone number currently being used for the Houston,
        Texas office of the Division; and

       

      (j) Goodwill
        of the Division (including all goodwill associated with and symbolized by
        any
        other trademark or service mark, trade name or corporate name used in the
        conduct and operation of the Division as the Division is now being conducted),
        all related tangibles and intangibles and all rights to continue to use the
        Acquired Assets in the conduct of a going business. 

       

      The
        parties hereto expressly agree that UHS is not assuming any of the liabilities,
        obligations or undertakings relating to the Acquired Assets, except as provided
        in Section 1.03.

       

      Section
        1.02 Excluded Assets. Intellamed
        shall not sell, transfer or assign to UHS, and UHS shall not purchase or
        acquire
        the assets set forth in Schedule
        1.02,
        any
        cash, commercial paper, bank accounts or marketable securities of the Division,
        the receivables earned but not billed and the accounts receivable on the
        books
        of Intellamed on the Closing Date and any insurance policy maintained by
        Intellamed or the Division, as applicable (hereinafter, all such assets shall
        be
        referred to collectively as the “Excluded
        Assets”).

       

      Section
        1.03 Assumed Liabilities. At
        the
        Closing and on the terms and subject to the conditions set forth in this
        Agreement, UHS agrees to assume only the following liabilities of Intellamed
        (collectively, the

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      “Assumed
        Liabilities”)
        and
        shall not assume or have any responsibility with respect to any other liability
        of Intellamed not included within the definition of the Assumed Liabilities:
        all
        obligations and liabilities arising after the Closing (or later date on which
        assignments are received pursuant to Section 1.05 below) under (a) all
        Subject Contracts that Intellamed or the Division, as applicable, assigns
        to UHS
        and that UHS assumes (including the performance of services relating to unearned
        revenue under the customer contracts and of future obligations under leases
        for
        vehicles used in the operation of the Division), (b) all Assignable Permits
        assigned to UHS, in each case other than any liability arising
        out of or relating to a breach that occurred prior to the Closing (or later
        date
        on which assignments are received pursuant to Section 1.05 below) and (c)
        earned but unused vacation of certain employees of Intellamed as set forth
        in
Schedule
        1.03
        (which
        shall be updated as of the Closing Date).

       

      Section
        1.04 Retained Liabilities. UHS
        shall
        not assume, and nothing contained in this Agreement shall be construed as
        an
        assumption by UHS of, any liabilities, obligations or undertakings of Intellamed
        of any nature whatsoever, whether accrued, absolute, fixed or contingent,
        known
        or unknown, due or to become due, unliquidated or otherwise, including, without
        limitation, any liabilities, obligations or undertakings under any of its
        Employee Plans or payroll or employment practices, other than the Assumed
        Liabilities.

       

      Section
        1.05 Unobtained Consents. In
        the
        event that any consent to assignment of any Acquired Asset has not yet been
        obtained as of the Closing (each such Asset, a “Restricted
        Asset”),
        then:


       

      (a) at
        the
        Closing, Intellamed shall assign or transfer such Restricted Asset or any
        interest arising thereunder or resulting therefrom to UHS to the extent that
        such assignment or transfer would neither constitute a breach thereof nor
        adversely affect the material rights of UHS thereunder;

       

      (b) Intellamed
        shall continue to use its best efforts and cooperate with UHS to obtain all
        such
        consents as soon as practicable following Closing; and

       

      (c) if
        and
        when the applicable consent(s) is subsequently obtained, this Agreement or
        any
        other document or instrument delivered at the Closing shall thereafter
        constitute an assignment or transfer of such Restricted Asset and all interests
        arising thereunder or resulting therefrom in their entirety.

       

      ARTICLE
        II

       

      PURCHASE
        PRICE

       

      Section
        2.01  Amount. The
        aggregate consideration for the Acquired Assets shall be (a) a purchase price
        (the “Purchase
        Price”)
        equal
        to the sum of (i) the Base
        Purchase Price,
        which
        shall be $16,500,000, less the following items referred to collectively in
        Section 2.01(a) as the “Subtractions”):
        (A) the

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      accounts
        receivable of the Division that have been earned but not collected as of
        the
        Closing Date, (B) the unearned deferred revenue collected by Intellamed
        from customers of the Division as of the Closing Date, (C) $98,000
        (relating to the initial valuation of Supplies and Parts), (D) 
        earned
        but unused vacation of certain employees of Intellamed as set forth in
Schedule
        1.03
        (which
        shall be updated as of the Closing Date) and (E) an amount equal to 1.36
        times the amount (if any) by which (x) the annualized revenue from the contracts
        identified in Schedule 1.01(d)
        as
        updated at Closing is less than (y) $10,200,000 (the “Contract
        Revenue Deficiency”)
        as of
        the Closing Date, plus (ii) an amount equal to (A) Intellamed’s book value for
        new Supplies and Parts as of the Closing Date and (B) 33% of the new replacement
        cost for the harvested Supplies and Parts on hand on the Closing Date and
        (iii)
        the Earn-Out
        Purchase Price
        as more
        particularly described in Section 2.02 and (b) the assumption by UHS
        of the Assumed Liabilities. The respective amounts of the Subtractions shall
        be
        estimated and agreed to by Intellamed and UHS at Closing (collectively, the
        “Estimated
        Subtractions”).
        Within
        45 days after the Closing Date, Intellamed and UHS shall agree on the definitive
        respective amounts of the Subtractions (collectively, the “Definitive
        Subtractions”).
        Within
        45 days after the Closing Date, Intellamed shall remit payment to UHS by
        company
        check for the amount by which the Definitive Subtractions exceed the Estimated
        Subtractions (if any) and UHS shall remit payment to Intellamed by company
        check
        for the amount by which the Estimated Subtractions exceed the Definitive
        Subtractions (if any). In addition, at Closing, UHS shall pay to
        Intellamed.

       

      Section
        2.02  Earn-Out Purchase Price. 

       

      (a) The
        Earn-Out Purchase Price shall be equal to the amount by which the “Earn-Out
        Revenue”
exceeds
        the “Target
        Earn-Out Revenue”
during
        the 12 full consecutive months following the Closing Date (the “First
        Earn-Out Period”)
        and
        during the 12 full consecutive months following the first anniversary of
        the
        Closing (the “Second
        Earn-Out Period”).

       

      (b) The
        Earn-Out Revenue shall be defined as the gross revenues of UHS during the
        First
        Earn-Out Period or the Second Earn-Out Period, as applicable, from: (i) a
        written list of customers (including, without limitation, names and relevant
        contact and other information) of the Division that Intellamed shall provide
        to
        UHS at Closing (the “Customer
        List”);
        and
        (ii) any additional customers obtained under the Joint Promotion Agreement
        to be
        entered into by Intellamed and UHS at Closing (as more particularly described
        in
        Section 7.01(f)) and which Intellamed and UHS agree to include in the Earn-Out
        Revenue. Intellamed shall be permitted to approach all potential customers,
        other than (A) current customers of UHS for which UHS is providing onsite
        biomedical, imaging or asset management services or (B) customers with which
        UHS
        is conducting, and can illustrate, active discussions for the provision of
        biomedical or imaging program services.

       

      (c) The
        Target
        Earn-Out Revenue for (i) the First Earn-Out Period shall equal $15,646,000
        and
        (ii) the Second Earn-Out Period shall equal $17,211,000. The Target Earn-Out
        Revenue for the First Earn-Out Period and for the Second Earn-Out Period
        shall
        be reduced by the amount of the Contract Revenue Deficiency for the First
        Earn-Out Period and for the Second Earn-Out Period, respectively.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      (d) UHS
        shall
        provide to Intellamed a detailed accounting of the revenue from each customer
        and the Earn-Out Revenue during the First Earn-Out Period and the Second
        Earn-Out Period, respectively, accompanied by a certification from the Chief
        Financial Officer of UHS as to the accuracy of the calculations in such
        accounting, not later than 30 days after the end of each such period. Intellamed
        shall have the right, at its sole expense, to review the books of UHS to
        verify
        the foregoing accounting.

       

      (e) To
        the
        extent that the Earn-Out Purchase Price exceeds $5,000,000 (the “Excess”)
        and in
        the event that the Amended and Restated Credit Agreement dated as of
        May 26, 2005 among UHS and General Electric Capital Corporation as agent
        for the lenders and the other lenders party thereto remains in full force
        and
        effect, then UHS shall obtain the consent of General Electric Capital
        Corporation before paying any of the Excess to Intellamed.

       

      Section
        2.03  Advance of Purchase Price. UHS
        shall
        make advances of the Purchase Price to Intellamed (each, an “Advance”
and
        collectively the “Advances”)
        in
        accordance with the following terms and conditions:

       

      (a) UHS
        shall
        make an Advance to Intellamed of $500,000 upon the execution and delivery
        of
        this Agreement by UHS and Intellamed.

       

      (b) UHS
        shall
        make an Advance to Intellamed of $500,000 on March 1, 2007 and
        April 1, 2007 provided that as of the date of such Advance (i) the
        conditions to UHS’ obligation to close the transactions contemplated hereby in
        Section 7.01(a) are satisfied, (ii) Intellamed shall not have breached
        any of its covenants and agreements hereunder, (iii) the conditions to UHS’
obligation to close the transactions contemplated hereby in Section 7.01(d)
        are
        satisfied, (iv) UHS shall have received the consent of General Electric Capital
        Corporation as agent for the lenders and the other lenders party thereto
        with
        respect to the Amended and Restated Credit Agreement dated as of May 26,
        2005,
        and (iv) Intellamed shall have delivered to UHS a certificate of its Chief
        Executive Officer to the effect that each of the conditions to an Advance
        set
        forth in Section 2.03(b)(i) through (iii) are satisfied in all
        respects.

       

      (c) Intellamed
        shall execute and deliver a promissory note in the form substantially as
        forth
        in Exhibit
        A
        (the
“Note”)
        upon
        the execution and delivery of this Agreement by UHS and Intellamed.

       

      Section
        2.04  Time and Manner of Payments. UHS
        shall
        make the Advances on or prior to the Closing Date and shall pay the Base
        Purchase Price on the Closing Date by wire transfer to Intellamed’s account at
        such bank as Intellamed has indicated to UHS no less than three (3) business
        days prior to the Closing. Subject to Section 2.02(e) hereof, UHS shall pay
        the Earn-Out Purchase Price by wire transfer to Intellamed’s account at such
        bank as Intellamed has indicated to UHS not less than three (3) business
        days
        prior to the date on which such payment actually is made: (a) for the First
        Earn-Out Period, within 30 days following the end of the First Earn-Out Period
        and (b) for the Second Earn-Out Period, within 30 days following the end of
        the Second Earn-Out Period.

       

      Section
        2.05  Dispute Resolution. In the event of any dispute between Intellamed
        and UHS concerning (a) the Definitive Subtractions or (b) the Earn-Out Revenue,
        Intellamed and UHS shall refer such dispute to an accounting firm that
        Intellamed and UHS shall mutually agree upon (the “Accountant”), which shall be
        instructed to resolve such disputes within 60 days of the referral, acting
        as an
        expert and not as an arbitrator. Intellamed and UHS shall make available
        to
        the

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      Accountant
        at reasonable times and upon reasonable notice at any time during the pendency
        of any such dispute the documents, materials and the books and records used
        in
        determining the Definitive Subtractions or the Earn-Out Revenue, as applicable.
        Intellamed and UHS shall have the right to meet jointly with the Accountant
        during this period and to present their respective positions. The resolution
        of
        disputes by the Accountant and its determination of the Definitive Subtractions
        or the Earn-Out Revenue, as applicable, shall (i) be set forth in writing,
        (ii)
        be conclusive and binding upon Intellamed and UHS and (iii) become final
        and
        binding upon the date of such resolution.

       

      Section
        2.06  Allocation of Purchase Price. Within
        90
        days after the Closing, UHS shall, subject to Intellamed’s consent (which shall
        not be unreasonably withheld), prepare a written and good faith allocation
        of
        the Purchase Price among the Acquired Assets, taking into account any appraisals
        which may be obtained by UHS (copies of which shall be provided to Intellamed),
        the applicable Treasury Regulations and the fair market value of such items.
        Such written allocation shall then be attached to this Agreement as Exhibit B.
        Intellamed shall provide information that may be required by UHS for the
        purpose
        of preparing Returns (as defined in Section 4.13) with respect to this
        transaction and shall execute and file such Returns as are requested by UHS.
        UHS
        and Intellamed agree to make consistent use of the allocation, fair market
        value
        and useful lives specified on Exhibit B
        for all
        purposes, including, without limitation, Tax (as defined in Section 4.13)
        and financial accounting purposes.

       

      ARTICLE
        III

       

      CLOSING

       

      Section
        3.01  Closing. The
        closing of the transactions contemplated by this Agreement (the “Closing”)
        shall
        occur on either April 1, 2007 or May 1, 2007 at 10:00 a.m.,
        Minneapolis, Minnesota time, and shall take place at 7700 France Avenue South,
        Suite 275, Edina, MN 55435, or on such other date and time and at such other
        place as is mutually agreeable to UHS and Intellamed. The date on which the
        Closing occurs is referred to herein as the “Closing
        Date”
and
        the
        Closing shall be deemed effective as of 12:01 a.m., Minneapolis, Minnesota
        time, on the Closing Date.

       

      Section
        3.02  General Procedure; Deliveries. At
        the
        Closing, each party shall deliver to the party entitled to receipt thereof
        the
        documents required to be delivered pursuant to this Agreement and such other
        documents, instruments and materials (or complete and accurate copies thereof,
        where appropriate) as may be reasonably required in order to effectuate the
        intent and provisions of this Agreement, and all such documents, instruments
        and
        materials shall be satisfactory in form and substance to counsel for the
        receiving party. The conveyance, transfer, assignment and delivery of the
        Acquired Assets

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      shall
        be
        effected by the execution and delivery of a bill of sale in substantially
        the
        form attached hereto as Exhibit C
        (the
“Bill
        of
        Sale”),
        an
        assignment and assumption agreement in substantially the form attached hereto
        as
Exhibit D
        (the
“Assignment
        and Assumption Agreement”),
        and
        such other instruments of conveyance, transfer, assignment and delivery
        (including assignments of all customer and vendor contracts) as UHS shall
        reasonably request to cause Intellamed to transfer, convey, assign and deliver
        the Acquired Assets to UHS and as Intellamed shall reasonably request to
        evidence UHS’s assumption of the Assumed Liabilities.

       

      ARTICLE
        IV

       

      REPRESENTATIONS
        AND WARRANTIES OF INTELLAMED

       

      Intellamed
        and all of Intellamed’s subsidiaries as set forth in Schedule
        4.06
        hereby
        jointly represent and warrant to UHS that, except as set forth in the Disclosure
        Schedule delivered by Intellamed to UHS on the date hereof (collectively,
        the
“Disclosure
        Schedule”)
        (which
        Disclosure Schedule sets forth the exceptions to the representations and
        warranties contained in this Article IV under captions referencing the specific
        Sections to which such exceptions apply):

       

      Section
        4.01  Incorporation and Corporate Power. Except
        as
        set forth in Schedule
        4.01,
        Intellamed is a corporation duly incorporated, validly existing and in good
        standing under the laws of the State of Texas and has the corporate power
        and
        authority and all authorizations, licenses, permits and certifications necessary
        for the conduct and operation of the Division as the Division is now being
        conducted and to own, lease and operate the Acquired Assets. The copies of
        Intellamed’s Articles of Incorporation and Bylaws which have been furnished by
        Intellamed to UHS prior to the date hereof reflect all amendments made thereto
        and are correct and complete as of the date hereof. Intellamed is qualified
        to
        do business as a foreign corporation in each of Kansas and
        Tennessee.

       

      Section
        4.02  No Breach. Except
        as
        set forth in Schedule 4.02,
        the
        execution, delivery and performance of this Agreement by Intellamed and the
        consummation by Intellamed of the transactions contemplated hereby do not
        conflict with or result in any breach of any of the provisions of, constitute
        a
        default under, result in a violation of, result in the creation of a right
        of
        termination or acceleration or any lien, security interest, charge or
        encumbrance, or require any authorization, consent, approval, exemption or
        other
        action by or notice to any court or other governmental body, under the
        provisions of the Articles of Incorporation or Bylaws of Intellamed, any
        indenture, mortgage, lease, loan agreement or other agreement or instrument
        by
        which Intellamed or the Division, as applicable, or the Acquired Assets are
        bound or affected or any law, statute, rule or regulation or order, judgment
        or
        decree to which Intellamed or the Assets are subject.

       

      Section
        4.03  Governmental Authorities; Consents. Except
        as
        set forth in Schedule 4.03,
        (a) neither Intellamed nor the Division, as applicable, is required to
        submit any notice, report or other filing with any governmental authority
        in
        connection with the execution or delivery of this Agreement or the consummation
        of the transactions contemplated hereby and (b) no consent, approval or
        authorization of any

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      governmental
        or regulatory authority or any other party or person is required to be obtained
        by either Intellamed or the Division, as applicable, in connection with the
        execution, delivery and performance of this Agreement or the transactions
        contemplated hereby. Each of Intellamed and the Division, as applicable,
        has
        obtained or at Closing shall have obtained all consents, approvals or
        authorizations disclosed in Schedule
        4.03
        pursuant
        to the preceding sentence.

       

      Section
        4.04  Execution, Delivery; Valid and Binding Agreement. The
        execution, delivery and performance of this Agreement by Intellamed and the
        consummation of the transactions contemplated hereby and thereby have been
        duly
        and validly authorized by the Board of Directors of Intellamed, and no other
        proceedings on the part of Intellamed are necessary to authorize the execution,
        delivery and performance of this Agreement. This Agreement has been duly
        executed and delivered by Intellamed and constitutes the valid and binding
        obligation of Intellamed, enforceable in accordance with its terms, except
        that
        (a) such enforcement may be subject to any bankruptcy, insolvency,
        reorganization, moratorium, fraudulent transfer or other laws, now or hereafter
        in effect, relating to or limiting creditors’ rights generally and (b) the
        remedy of specific performance and injunctive and other forms of equitable
        relief may be subject to equitable defenses and to the discretion of the
        court
        before which any proceeding therefor may be brought.

       

      Section
        4.05  Financial Statements. Intellamed
        has furnished UHS with a copy of the statement of sales and direct costs
        of
        sales of the service division of Intellamed for the 10-month period ended
        October 31, 2006 (collectively, the “Financial
        Statements”).
        The
        Financial Statements (a) are based upon the information contained in the
        books
        and records of Intellamed, (b) fairly present the sales and direct costs
        of
        sales of the service division of Intellamed for the periods referred to therein
        and (c) were prepared in conformity with accounting principles generally
        accepted in the United States of America. 

       

      Section
        4.06  No Subsidiaries. Except
        as
        set forth in Schedule
        4.06,
        Intellamed does not own any stock, partnership interest, joint venture interest
        or any other security issued by any other corporation, organization or
        entity.

       

      Section
        4.07  Absence of Undisclosed Liabilities. To
        the
        knowledge of Intellamed, with respect to the Acquired Assets or the conduct
        and
        operation of the Division, Intellamed has no liabilities, obligations or
        undertakings (whether accrued, absolute, contingent, unliquidated or otherwise,
        whether due or to become due, whether known or unknown, and regardless of
        when
        asserted) being assumed by UHS hereunder or by operation of law other than
        the
        Assumed Liabilities.

       

      Section
        4.08  No Material Adverse Changes. Since October 31, 2006, there has
        been no event, occurrence or development with respect to the conduct and
        operation of the Division or the Acquired Assets that, taken together with
        other
        events, occurrences and developments with respect to the conduct and operation
        of the Division or the Acquired Assets, has had, or would reasonably be expected
        to have, a Material Adverse Effect. As used in the Agreement, the term “Material
        Adverse Effect” shall mean any effect that is (a) materially adverse to the
        condition (financial or otherwise), performance, (solely with respect to
        this
        Section 4.08, to the knowledge of Intellamed) prospects or operations of
        the
        Division or the Acquired Assets or (b) would impair the ability of Intellamed
        to
        perform its obligations under this Agreement or otherwise threaten or impede
        the
        consummation of the transactions contemplated hereby.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      Section
        4.09  Absence of Certain Developments. Except
        as
        set forth in Schedule
        4.09,
        since
        October 31, 2006, with respect to the conduct and operation of the
        Division, neither the Division nor Intellamed, as applicable, has:

       

      (a) mortgaged,
        pledged or subjected to any lien, charge or any other encumbrance, any of
        the
        Acquired Assets;

       

      (b) sold,
        assigned or transferred (including, without limitation, transfers to any
        employees, affiliates or shareholder) any tangible assets, or canceled any
        debts
        or claims, in each case, except in the ordinary course of business;

       

      (c) sold,
        assigned or transferred (including, without limitation, transfers to any
        employees, affiliates or shareholder) any patents, trademarks, trade names,
        copyrights, trade secrets or other intangible assets;

       

      (d) disclosed,
        to any person other than UHS and authorized representatives of UHS or
        Intellamed, any proprietary or confidential information, other than pursuant
        to
        a confidentiality agreement prohibiting the use or further disclosure of
        such
        information, which agreement is set forth in Schedule
        4.09
        and is in
        full force and effect on the date hereof;

       

      (e) waived
        any
        rights of material value or suffered any extraordinary losses or adverse
        changes
        in collection loss experience, whether or not in the ordinary course of business
        or consistent with past practice;

       

      (f) taken
        any
        other action or entered into or modified or terminated any other transaction
        or
        agreement other than in the ordinary course of business and in accordance
        with
        past custom and practice, or entered into any transaction with any employee,
        officer, director, affiliate or shareholder, other than employment arrangements
        otherwise disclosed in this Agreement and the Disclosure Schedule hereto,
        or the
        transactions contemplated by this Agreement;

       

      (g) increased
        the compensation and employee benefits of officers or employees thereof or
        paid
        any bonus thereto;

       

      (h) suffered
        any material theft, damage, destruction or loss of or to any property or
        properties owned or used by it, whether or not covered by
        insurance;

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      (i) made
        any
        change in accounting principles or practices from those utilized in the
        preparation of the Financial Statements;

       

      (j) made
        any
        change in employment terms for any of the directors, officers and employees
        outside the ordinary course of business or adopted, modified or terminated
        any
        Employee Plan;

       

      (k) delayed
        or
        postponed the payment of accounts payable and other liabilities outside of
        the
        ordinary course of business; or 

       

      (l) agreed
        to
        do any of the foregoing.

       

      Section
        4.10  Inventory. The
        Supplies and Parts are (a) of quality and quantity usable in the ordinary
        course
        of business; (b) not obsolete or damaged; and (c) in good working
        condition.

       

      Section
        4.11  Gross Accounts Receivable. Intellamed’s
        gross accounts receivable outstanding on the Closing Date shall be valid
        receivables subject to no valid counterclaims, defenses or offsets except
        routine customer complaints or warranty demands of an immaterial
        nature.

       

      Section
        4.12  Properties; Assets.

       

      (a) Intellamed
        does not own any real property. The real property demised by the leases
        (collectively, the “Leases”)
        described in Schedule
        4.12
        constitutes all of the real property used or occupied by Intellamed (the
        “Real
        Property”).
        The
        Real Property has access, sufficient for the conduct and operation of Intellamed
        as the Division is now being conducted, to public roads and to all utilities,
        including electricity, sanitary and storm sewer, potable water, natural gas
        and
        other utilities, used in the conduct and operation of the Division at that
        location.

       

      (b) The
        Leases
        are in full force and effect and Intellamed or the Division, as applicable,
        holds a valid and existing leasehold interest under the Leases for the
        respective terms set forth therein. Intellamed has delivered to UHS true
        and
        complete copies of the Leases, and the Leases have not been modified in any
        respect, except to the extent that such modifications are disclosed by the
        copies delivered to UHS. Neither Intellamed nor the Division, as applicable,
        is
        in default, and no circumstances exist which, if unremedied, would, either
        with
        or without notice or the passage of time or both, result in such default
        under
        the Leases; nor, to the knowledge of Intellamed or the Division, as applicable,
        is any other party to the Leases in default.

       

      (c) Except
        as
        set forth in Schedule
        4.12,
        Intellamed or the Division, as applicable, has good and marketable title
        to the
        Acquired Assets which it owns, free and clear of all liens and encumbrances.
        At
        the Closing, Intellamed or the Division, as applicable, shall deliver the
        Acquired Assets to UHS free and clear of all liens and
        encumbrances.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      (d) Schedule 1.01(a)
        hereto
        sets forth a description of all Acquired Assets which constitute equipment,
        machinery, computers, work stations, test equipment, furniture and fixtures,
        owned by Intellamed or the Division, as applicable. Schedule 1.01(b),
        as
        amended at Closing, shall set forth a description of all Acquired Assets
        which
        constitute the Supplies and Parts. Except as set forth in Schedule
        4.12,
        the
        Acquired Assets to be transferred to UHS at Closing constitute all of the
        assets
        necessary for the conduct and operation of the Division in the ordinary course
        of business as the Division is currently being conducted. All of the Acquired
        Assets to be transferred at the Closing are in good condition and repair,
        ordinary wear and tear excepted, and are usable (consistent with current
        use) in
        the ordinary course of business as the Division is currently being conducted.
        There are no material defects in the Acquired Assets or other conditions
        relating thereto.

       

      (e) Neither
        Intellamed nor the Division, as applicable, is in violation in any material
        respect of any applicable zoning ordinance or other law, regulation or
        requirement relating to the operation of any properties used, and neither
        Intellamed nor the Division, as applicable, have received any notice of any
        such
        violation, or the existence of any condemnation proceeding with respect to
        the
        Real Property.

       

      (f) Neither
        Intellamed nor the Division, as applicable, have any knowledge of improvements
        made or contemplated to be made by any public or private authority, the costs
        of
        which are to be assessed as special taxes or charges against any of the Real
        Property, which special taxes or charges could be transferred to the lessee
        under any of the Leases, and there are no present assessments.

       

      (g) Intellamed,
        the Division and the Real Property are in material compliance with all
        applicable environmental laws, rules and regulations. To the knowledge of
        Intellamed or the Division, as applicable, no dangerous, toxic or hazardous
        pollutant, contaminant, chemical or similar material or substance has been
        generated, treated, manufactured, buried, stored or released on, under or
        about
        any part of the Real Property.

       

      Section
        4.13  Tax Matters. Intellamed
        warrants that Intellamed has: (a) timely filed (or has had timely filed on
        its
        behalf) all returns, declarations, reports, estimates, information returns,
        schedules and statements (collectively, the “Returns”)
        required to be filed or sent by it in respect of any Taxes or required to
        be
        filed or sent by it by any taxing authority having jurisdiction; (b) timely
        and
        properly paid (or has had paid on its behalf) all Taxes shown to be due and
        payable on such Returns; (c) established on its balance sheet as of December
        31,
        2006, in accordance with the accounting basis used by Intellamed for income
        tax
        purposes, reserves that, to the knowledge of Intellamed, are adequate for
        the
        payment of any Taxes not yet due and payable by Intellamed; and (d)
        complied in all material respects with all applicable laws, rules and
        regulations relating to the withholding of Taxes and the payment thereof.
        All
        Returns filed by or on behalf of Intellamed are correct and complete. Intellamed
        has not requested any extension of time within which to file any Return,
        which
        Return has not since been filed. No deficiency for any Taxes has been proposed,
        asserted or assessed against Intellamed that has not been resolved and paid
        in
        full. There are no liens for Taxes upon the Division or the Acquired Assets.
        For
        purposes of this Agreement, the term “Tax”
or
        “Taxes”
means
        all taxes, charges, fees, levies, or other assessments of any kind.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      Section
        4.14  Contracts and Commitments.

       

      (a) Schedule
        4.14
        lists the
        following contracts, commitments and/or binding understandings, whether oral
        or
        written, to which Intellamed or the Division, as applicable, is a party and
        which are currently in effect, and which relate to the conduct and operation
        of
        the Division or the Acquired Assets:

       

      
        	 	
                (i)

              	
                all
                  employment, consulting or severance agreements, all Employee Plans
                  and all
                  union or collective bargaining
                  agreements;

              


      

       

      
        	 	
                (ii)

              	
                all
                  distributor, dealer, manufacturer’s representative, finder’s or broker’s
                  agreements, sales agency or advertising agency
                  contracts;

              


      

       

      
        	 	
                (iii)

              	
                all
                  contracts terminable by the other party thereto upon a change of
                  control
                  of Intellamed or the Division, as applicable, or upon the failure
                  of
                  Intellamed or the Division, as applicable, to satisfy financial
                  or
                  performance criteria specified in such contract as provided
                  therein;

              


      

       

      
        	 	
                (iv)

              	
                all
                  leases of real or personal property (to the extent not otherwise
                  disclosed
                  in Schedule
                  4.12);

              


      

       

      
        	 	
                (v)

              	
                all
                  contracts between or among Intellamed or the Division, as applicable,
                  any
                  director, officer or employee thereof or any member of his or her
                  family
                  or any entity affiliated with any such person relating in any way
                  to the
                  Division in excess of $1,000 or that is otherwise
                  material;

              


      

       

      
        	 	
                (vi)

              	
                all
                  contracts relating to the performance and payment of any surety
                  bond or
                  letter of credit required to be maintained by Intellamed or the
                  Division,
                  as applicable;

              


      

       

      
        	 	
                (vii)

              	
                all
                  confidentiality or nondisclosure
                  agreements;

              


      

       

      
        	 	
                (viii)

              	
                all
                  agreements or indentures relating to the borrowing of money or
                  to
                  mortgaging, pledging or otherwise placing a lien on any of the
                  Acquired
                  Assets;

              


      

       

      
        	 	
                (ix)

              	
                any
                  guaranty of any obligation for borrowed money or
                  otherwise;

              


      

       

      
        	 	
                (x)

              	
                all
                  contracts or group of related contracts with the same party for
                  the
                  purchase of products or services under which the undelivered balance
                  of
                  such products or services is in excess of
                  $5,000;

              


      

       

      
        	 	
                (xi)

              	
                all
                  contracts or group of related contracts with the same party for
                  the sale
                  of products or services under which the undelivered balance of
                  such
                  products or services has a sales price in excess of
                  $1,000;

              


      

       

      
        	 	
                (xii)

              	
                all
                  agreements for the sale of any capital
                  asset;

              



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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                (xiii)

              	
                all
                  franchise agreements;

              


      

       

      
        	 	
                (xiv)

              	
                any
                  contract or commitment for capital expenditures in excess of
                  $5,000;

              


      

       

      
        	 	
                (xv)

              	
                all
                  contracts which prohibit Intellamed or the Division, as applicable,
                  from
                  freely engaging in business anywhere in the United
                  States;

              


      

       

      
        	 	
                (xvi)

              	
                all
                  license agreements or agreements providing for the payment or receipt
                  of
                  royalties, finder’s fees or other compensation by Intellamed or the
                  Division, as applicable, in connection with the Intellectual Property
                  Rights listed in Schedule
                  4.20;

              


      

       

      
        	 	
                (xvii)

              	
                all
                  agreements, whether oral or written, providing for the payment
                  or receipt
                  of royalties, commissions, finder’s fees or other compensation by
                  Intellamed or the Division, as applicable;


              


      

       

      
        	 	
                (xviii)

              	
                all
                  Subject Contracts; and

              


      

       

      
        	 	
                (xix)

              	
                any
                  other agreement of Intellamed or the Division, as applicable, not
                  entered
                  into in the ordinary course of business or that is otherwise material
                  to
                  the Acquired Assets, the Division, or the financial condition or
                  results
                  of operation of Intellamed or the Division, as applicable, or the
                  sales
                  and direct costs of sales of the service division of
                  Intellamed.

              


      

       

      (b) Each
        of
        Intellamed or the Division, as applicable, has performed all obligations
        required to be performed by it in connection with the contracts or commitments
        required to be disclosed in Schedule
        4.14
        and is
        not in receipt of any claim of default under any contract or commitment required
        to be disclosed under such caption. Neither Intellamed nor the Division,
        as
        applicable, has any knowledge of any breach or anticipated breach by any
        other
        party to any contract or commitment required to be disclosed under such
        caption.

       

      (c) Prior
        to
        the date of this Agreement, UHS has been supplied with a true and correct
        copy
        of each written contract or commitment, and a written description of each
        oral
        contract or commitment, referred to in Schedule
        4.14,
        together
        with all amendments, waivers or other changes thereto.

       

      (d) Except
        as
        set forth in Schedule 4.14,
        all of
        the interest of Intellamed or the Division, as applicable, in and benefits
        under
        all licenses, leases, contracts and agreements are assignable in accordance
        with
        Sections 1.01(c) and 1.01(d) hereof.

       

      Section
        4.15  Litigation. There
        are
        no actions, suits, proceedings, orders or investigations pending or, to the
        knowledge of Intellamed or the Division, as applicable, threatened against
        Intellamed or the Division, as applicable, at law or in equity or before
        or by
        any federal, state or other governmental department, commission, board, bureau,
        agency or instrumentality, domestic or foreign with respect to the Acquired
        Assets or the Division. 

       

      Section
        4.16  No Brokers or Finders. Except
        as
        set forth in Schedule 4.16, there are no claims for brokerage commissions,
        finders’ fees, investment advisory fees or similar compensation in connection
        with the transactions contemplated by this Agreement, based on any arrangement,
        

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      understanding,
        commitment or agreement made by or on behalf of Intellamed or the Division,
        as
        applicable, obligating Intellamed or the Division, as applicable, or UHS
        to pay
        such claim.

       

      Section
        4.17  Employees.

       

      (a) Each
        of
        Intellamed and the Division, as applicable, has complied in all material
        respects with all laws relating to the employment of labor, including provisions
        thereof relating to wages, hours, equal opportunity, collective bargaining,
        nondiscrimination and the payment of social security and other Taxes. To
        the
        knowledge of Intellamed or the Division, as applicable, no officer or manager
        of
        the Division has any present intention to terminate his or her employment,
        or is
        a party to any confidentiality, non-competition, proprietary rights or other
        such agreement between such employee and any party besides such entity that
        would be material to the performance of such employee’s employment duties, or
        the ability of Intellamed or the Division to conduct the business of such
        entity. No labor strike, work stoppage, slowdown, or other material labor
        dispute has occurred, and none is underway or, to the knowledge of Intellamed
        or
        the Division, as applicable, threatened. There is no workman’s compensation
        liability, experience or matter outside the ordinary course of business.
        There
        is no employment-related charge, complaint, grievance, investigation, inquiry
        or
        obligation of any kind, pending or threatened in any forum, relating to an
        alleged violation or breach by Intellamed or the Division, as applicable,
        or any
        officer or director thereof, of any law, regulation or contract; and no employee
        or agent of the Division has committed any act or omission giving rise to
        material liability for any such violation or breach. No employee, officer
        or
        manager of the Division is excluded, suspended or otherwise ineligible to
        participate in any federal or state health care program or in any state or
        federal procurement/non-procurement program; has received notice that the
        government proposes to exclude or debar such employee, officer or manager
        from
        participation in any federal or state health care program or
        procurement/non-procurement program; or is the subject of or otherwise part
        of
        any ongoing federal or state health care investigation.

       

      (b) Schedule 4.17(b)
        lists all
        employees of the Division who hold a temporary work authorization, including
        but
        not limited to H-1B, L-1, F-1 or J-1 visas or work authorizations (collectively,
        the “Work
        Permits”),
        setting forth the name of each employee, the type of Work Permit and the
        length
        of time remaining on such Work Permit. With respect to each Work Permit,
        all of
        the information that Intellamed provided to the Department of Labor, the
        Immigration and Naturalization Service or the Department of Homeland Security
        (collectively, the “Department”)
        in the
        application for such Work Permit was, to Intellamed’s knowledge, true and
        complete at the time of filing and is, to Intellamed’s knowledge, true and
        complete as of the date hereof. Intellamed received the appropriate notice
        of
        approval from the Department with respect to each such Work Permit. Intellamed
        has not received any notice from the Department or any other governmental
        authority that any Work Permit has been revoked. There is no action pending
        or
        threatened in writing to revoke or adversely modify the terms of any of the
        Work
        Permits. Except as set forth in Schedule 4.17(b),
        the
        Division has no current employee who is (i) a non-immigrant employee whose
        status would terminate or otherwise be affected by the business transaction
        consummated under this Agreement, or (ii) an alien who is authorized
        to

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      work
        in
        the United States on a non-immigrant status. For each employee of the Division
        hired after November 6, 1986, Intellamed has retained an Immigration and
        Naturalization Service Form I-9, completed in accordance with the
        applicable rules and regulations.

       

      Section
        4.18  Insurance. Schedule
        4.18 lists
        and details each insurance policy maintained by Intellamed or the Division,
        as
        applicable, with respect to the Acquired Assets and the conduct and operation
        of
        the Division and sets forth the date of expiration of each such insurance
        policy. All such insurance policies are, and until the Closing Date shall
        be, in
        full force and effect.

       

      Section
        4.19  Compliance with Laws; Permits. Each
        of
        Intellamed and the Division, as applicable, has complied in all material
        respects with all applicable laws and regulations of foreign, federal, state
        and
        local governments and all agencies thereof which affect the Division, the
        Acquired Assets or any leased properties of Intellamed or the Division, as
        applicable, and to which Intellamed or the Division, as applicable, may be
        subject (including, without limitation, any state or federal acts, including
        rules and regulations thereunder, regulating or otherwise affecting, equal
        employment opportunity, employee health and safety or the environment); and
        no
        claims have been filed by any such governments or agencies against Intellamed
        or
        the Division, as applicable, alleging such a violation of any such law or
        regulation which have not been resolved to the satisfaction of such governments
        or agencies. Neither Intellamed nor the Division, as applicable, is relying
        on
        any exemption from or deferral or qualification of any such applicable law,
        regulation or other requirement that would not be available to UHS after
        it
        acquires the Acquired Assets. Except as set forth in Schedule 4.19,
        Intellamed or the Division, as applicable, holds all of the permits, licenses,
        certificates and other authorizations of foreign, federal, state and local
        governmental agencies required for the conduct and operation of the Division.
        Neither Intellamed nor the Division, as applicable, has made or agreed to
        make
        gifts of money, other property or similar benefits (other than incidental
        gifts
        of articles of nominal value) to any actual or potential customer, supplier,
        governmental employee or any other person in a position to assist or hinder
        Intellamed or the Division, as applicable, in connection with any actual
        or
        proposed transaction.

       

      Section
        4.20 Intellectual Property Rights; Software. 

       

      (a) “Intellectual
        Property Rights”
means
        (i) all inventions (whether patentable or unpatentable and whether or not
        reduced to practice), all improvements thereto, and all patents, patent
        applications, and patent disclosures, together with all reissuances,
        continuations, continuations-in-part, revisions, extensions, and reexaminations
        thereto, (ii) all trademarks, service marks, trade dress, logos, slogans,
        trade names, corporate names, Internet domain names, and rights in telephone
        numbers, together with all translations, adaptations, derivations, and
        combinations thereof and including all goodwill associated therewith, and
        all
        applications, registrations, and renewals in connection therewith,
        (iii) all copyrightable works, all copyrights, and all applications,
        registrations, and renewals in connection therewith, (iv) all mask works
        and all applications, registrations, and renewals in connection therewith,
        (v) all trade secrets and

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      confidential
        business information (including ideas, research and development, know-how,
        formulas, compositions, manufacturing and production processes and techniques,
        technical data, designs, drawings, specifications, customer and supplier
        lists,
        pricing and cost information, and business and marketing plans and proposals),
        (vi) all computer software (including source code, executable code, data,
        databases, and related documentation), (vii) all advertising and
        promotional materials, (viii) all other proprietary rights, and
        (ix) all copies and tangible embodiments thereof (in whatever form of
        medium) (collectively, “Intellectual
        Property Rights”).
        Schedule
        4.20
        lists all
        Intellectual Property Rights that are held by Intellamed or the Division,
        as
        applicable, in the conduct and operation of the Division.

       

      (b) Neither
        Intellamed nor the Division, as applicable, has received any notice of any
        infringement, misappropriation or violation by Intellamed or the Division,
        as
        applicable, of any Intellectual Property Rights of any third parties and
        neither
        Intellamed nor the Division, as applicable, has infringed, misappropriated
        or
        otherwise violated any such Intellectual Property Rights; and with respect
        to
        the S2 software which constitutes an Acquired Asset, no infringement, illicit
        copying, misappropriation or violation has occurred or shall occur with respect
        to the conduct and operation of the Division as the Division is now being
        conducted or solely as a result of the transaction contemplated by this
        Agreement.

       

      (c) Intellamed
        and the Division, as applicable, own or license under valid license agreements
        all of the software required for the conduct and operation of the Division
        as
        the Division is now being conducted or planned to be conducted and these
        license
        agreements are listed on Schedule
        4.20.

       

      (d) Intellamed
        and the Division, as applicable, have taken all reasonable and necessary
        actions
        to maintain and protect all Intellectual Property Rights held by Intellamed
        or
        the Division, as applicable, in the conduct and operation of the Division
        and
        shall continue to maintain and protect all such Intellectual Property Rights
        prior to Closing so as not to adversely affect the validity or enforceability
        thereof. To the knowledge of Intellamed and the Division, as applicable,
        the
        owners of any Intellectual Property Rights licensed to Intellamed or the
        Division, as applicable, have taken all necessary and desirable actions to
        maintain and protect the Intellectual Property Rights covered by such license.
        

       

      (e) Intellamed
        and the Division, as applicable, have complied with and are presently in
        compliance with all foreign, federal, state, local, governmental (including,
        but
        not limited to, the Federal Trade Commission and State Attorneys General),
        administrative or regulatory laws, regulations, guidelines and rules applicable
        to any Intellectual Property Rights and shall take all steps necessary to
        ensure
        such compliance until Closing, the violation of which would have a Material
        Adverse Effect.

       

      Section
        4.21  Customers and Suppliers. Schedule
        4.21
        lists all
        the customers and all the suppliers of Intellamed or the Division, as
        applicable, with respect to the conduct and operation of the Division for
        the
        each of the first 10 months of 2006 and the year 2005 and sets forth opposite
        the name of each such customer the revenues with respect to Intellamed or
        the
        Division, as applicable, and as specified therein, attributable to such customer
        for each such year. Since December 31, 2006, no customer or supplier listed
        in Schedule
        4.21
        has
        indicated that it shall stop or decrease the rate of business

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      done
        with
        Intellamed or the Division, as applicable. The services provided to the
        customers of Intellamed or the Division, as applicable, are consistent with
        their respective contracts and satisfy the performance expectations of the
        customers thereunder, respectively.

       

      Section
        4.22 Employee Benefits. 

       

      (a) All
        employee benefit plans (as defined in Section 3(3) of Employee Retirement
        Income Security Act of 1974, as amended (collectively, “ERISA”))
        and
        all material benefit programs or practices providing for bonuses, incentive
        compensation, vacation pay, insurance, restricted stock, stock options, employee
        discounts or passes, company cars, tuition reimbursement or any other perquisite
        or benefit (including, without limitation, any fringe benefit under
        Section 132 of the Internal Revenue Code of 1986, as amended (collectively,
        the “Code”))
        to
        present or former employees, officers or independent contractors of Intellamed,
        that are not employee benefit plans within the meaning of Section 3(3) of
        ERISA, in each case, maintained or contributed to by Intellamed and
        applicable to employees of Intellamed as well as all related trusts,
        insurance contracts, or funds (collectively, “Employee
        Plans”)
        have
        been maintained, funded and administered in all material respects in compliance
        with the documents and instruments governing the Employee Plans, and comply
        in
        form and operation in all material respects with the applicable requirements
        of
        the Code, ERISA, and other applicable law. All premiums, contributions or
        other
        payments due for all periods ending before the Closing Date have been paid
        (or,
        with respect to those not yet due, shall have been paid on or before the
        applicable due date) with respect to each Employee Plan within the time periods
        prescribed by applicable law.

       

      (b) Each
        Employee Plan (and its related trust) that is intended to meet the qualification
        requirements of Code Section 401(a) (hereinafter a “Pension
        Plan”)
        has
        received a determination letter, or an opinion letter upon which the Pension
        Plan is entitled to rely, from the Internal Revenue Service that such Employee
        Plan satisfies such qualification requirements and nothing has occurred since
        the date of such determination or opinion letter that could adversely affect
        the
        qualified status of such Employee Plan.

       

      (c) Except
        as
        set forth in Schedule
        4.22,
        Intellamed has no individuals (i) receiving continuation coverage pursuant
        to
        Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B or applicable
        state law (collectively, “COBRA”)
        under
        any group health plan maintained by Intellamed; (ii) to whom COBRA continuation
        coverage has been offered but not yet elected; or (iii) to whom COBRA
        continuation coverage shall be offered in connection with the transactions
        contemplated by this Agreement but with respect to whom the deadline for
        providing notice for such coverage has not yet passed.

       

      (d) Neither
        Intellamed nor any ERISA Affiliate maintains or contributes to or has ever
        maintained or contributed to a “defined benefit plan” within the meaning of
        Section 3(35) of ERISA or a “multiemployer plan” within the meaning of Section
        3(37) of ERISA. For purposes of this Agreement, “ERISA
        Affiliate”
means,
        with respect to any entity, trade or business, any other entity, trade or
        business that is a member of a group described in Section 414(b), (c), (m)
        or
        (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity,
        trade or business, or that is a member of the same “controlled group” as the
        first entity, trade or business pursuant to Section 4001(a)(14) of
        ERISA.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      Section
        4.23  Government Contracts.  With
        respect to any Government Contracts, there is no (a) civil fraud or criminal
        acts or bribery, or any other violation of law by Intellamed or any of its
        directors, officers, or employees, (b) pending criminal investigation by
        any
        Government Entity, (c) any misstatement or omission by Intellamed under any
        Government Contracts, (d) request by a Government Entity for a contract price
        adjustment based on a claimed disallowance by any Governmental Entity or
        a claim
        of defective pricing, (e) dispute between Intellamed and a Governmental Entity
        which has resulted in a government contracting officer’s adverse final decision
        or (f) termination by a Governmental Entity for default by Intellamed of
        any
        Government Contract, or (g) claim or request for equitable adjustment by
        Intellamed against a Governmental Entity. There is or has been no termination
        for default or convenience, cure notice, or show cause notice issued by the
        United States Government or by any prime contractor or subcontractor, in
        writing, with respect to performance by Intellamed as a subcontractor of
        any
        portion of the obligation of a Government Contract which, individually or
        in the
        aggregate, would reasonably be expected to have a Material Adverse Effect
        on
        Intellamed. Intellamed has complied with all material terms and conditions
        of
        its Government Contracts. Neither Intellamed nor any of Intellamed’s directors,
        officers, or employees is or has been debarred or suspended from participation
        in the award of contracts with any Governmental Entity or has been declared
        nonresponsible in the last five (5) years. “Government Contracts” means any
        prime contract, subcontract, teaming agreement or arrangement, joint venture,
        basic ordering agreement, blanket purchase agreement, letter agreement, purchase
        order, delivery order, task order, grant, cooperative agreement, bid, change
        order or other commitment or funding vehicle between Intellamed and (i) a
        Governmental Entity, (ii) any prime contractor to a Governmental Entity or
        (iii)
        any subcontractor with respect to any contract described in the foregoing
        clause
        (i) or (ii). “Governmental Entity” means any federal, state, local, foreign,
        international or multinational entity or authority exercising executive,
        legislative, judicial, regulatory, administrative or taxing functions of
        or
        pertaining to government.

       

      Section
        4.24  Computer and Technology Security. Intellamed
        has taken all reasonable steps to safeguard the information technology systems
        utilized in the operation of the business of Intellamed, including the Division,
        including the implementation of procedures designed to ensure that such
        information technology systems are free from any disabling codes or
        instructions, time, copy protection device, clock, counter or other limiting
        design or routing and any “back door,” “time bomb,” “Trojan horse,” “worm,”
“drop dead device,” “virus,” or other software routines or hardware components
        that in each case permit unauthorized disablement or unauthorized erasure
        of
        data or other software by a third party, and to date there have been no
        successful unauthorized intrusions or breaches of the security of the
        information technology systems.

       

      Section
        4.25  Certain Business Relationships with the Division. Except
        as
        set forth in Schedule
        4.25,
        none of
        the shareholders of Intellamed and all of Intellamed’s subsidiaries as set forth
        in Schedule 4.06,
        nor the
        directors, officers, employees and shareholders of Intellamed, and the
        Division’s officers and employees has been involved in any business arrangement
        or relationship with the Division within the past 12 months, and none of
        the
        shareholders of Intellamed and all of Intellamed’s subsidiaries as set forth in
Schedule 4.06,
        nor the
        directors, officers, employees and shareholders of Intellamed and the Division’s
        officers and

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      employees
        own any asset, tangible or intangible, that is used in the conduct and operation
        of the Division.

       

      Section
        4.26  Data Privacy.

       

      (a) The
        collection, use, transfer, import, export, storage, disposal, and disclosure
        by
        Intellamed and the Division, as applicable, of personal information or other
        information relating to persons protected by law has not violated and, if
        performed after Closing in substantially the same manner as performed
        immediately prior to Closing, shall not violate any applicable local, state,
        federal or foreign law relating to data collection, use, privacy, or protection
        (including, without limitation, any requirement arising under any constitution,
        state, code, treaty, decree, rule, ordinance or regulation) (collectively,
        the
“Data
        Laws”).
        Each
        of Intellamed and the Division, as applicable, has complied with, and is
        presently in compliance with, its privacy policies, which policies comply
        with
        all Data Laws. The transactions contemplated by this Agreement shall not
        result
        in the violation of any Data Laws, or the privacy policies of Intellamed
        or the
        Division, as applicable. 

       

      (b) Without
        limiting the generality of the foregoing, each of Intellamed and the Division,
        as applicable, is in material compliance with the Health Insurance Portability
        and Accountability Act of 1996 (“HIPAA”).

       

      (c) There
        is
        no complaint, audit, proceeding, investigation, or claim against or, to the
        knowledge of Intellamed and the directors and officers (and employees with
        responsibility for data privacy matters) of Intellamed, threatened against,
        by
        any governmental authority, or by any party respecting the collection, use,
        transfer, import, export, storage, disposal, and disclosure of personal
        information by any party in connection with Intellamed or the Division, as
        applicable, or the business thereof. There have been no security breaches
        compromising the confidentiality or integrity of personal
        information.

       

      Section
        4.27  Disclosure.
        The
        representations and warranties contained in this Article IV are true and
        correct
        in all material respects and, taken together with the Disclosure Schedule,
        do
        not omit any material fact necessary to make the statements contained therein,
        in light of the circumstances under which they were made, not misleading.
        There
        is no material fact known to Intellamed or the Division, as applicable, which
        has not been disclosed to UHS pursuant to this Agreement and the Disclosure
        Schedule.

       

      ARTICLE
        V

       

      REPRESENTATIONS
        AND WARRANTIES OF UHS

       

      UHS
        hereby
        represents and warrants to Intellamed that:

       

      Section
        5.01  Incorporation and Corporate Power. UHS
        is a
        corporation duly incorporated, validly existing and in good standing under
        the
        laws of the State of Delaware, with the requisite corporate power and
        authority to enter into this Agreement and perform its obligations hereunder.
        

       

      
        Section
          5.02  Execution, Delivery; Valid and Binding Agreement. The
          execution, delivery and performance of this Agreement by UHS and the
          consummation of the transactions contemplated hereby have been duly and
          validly
          authorized by all requisite corporate action, and no other 

      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      corporate
        proceedings on its part are necessary to authorize the execution, delivery
        or
        performance of this Agreement. This Agreement has been duly executed and
        delivered by UHS and constitutes the valid and binding obligation of UHS,
        enforceable in accordance with its terms, except that (a) such enforcement
        may be subject to any bankruptcy, insolvency, reorganization, moratorium,
        fraudulent transfer or other laws, now or hereafter in effect, relating to
        or
        limiting creditors’ rights generally and (b) the remedy of specific performance
        and injunctive and other forms of equitable relief may be subject to equitable
        defenses and to the discretion of the court before which any proceeding therefor
        may be brought.

       

      Section
        5.03  No Breach.Except
        for
        the Amended and Restated Credit Agreement dated as of May 26, 2005 among
        UHS and
        General Electric Capital Corporation as agent for the lenders and the other
        lenders party thereto, the execution, delivery and performance of this Agreement
        by UHS and the consummation by UHS of the transactions contemplated hereby
        do
        not conflict with or result in any breach of any of the provisions of,
        constitute a default under, result in a violation of, result in the creation
        of
        a right of termination or acceleration or any lien, security interest, charge
        or
        encumbrance upon any assets of UHS, or require any authorization, consent,
        approval, exemption or other action by or notice to any court or other
        governmental body, under the provisions of the Certificate of Incorporation
        or
        Bylaws of UHS or any indenture, mortgage, lease, loan agreement or other
        agreement or instrument by which UHS is bound or affected, or any law, statute,
        rule or regulation or order, judgment or decree to which UHS is
        subject.

       

      Section
        5.04  Governmental Authorities; Consents. Except
        as
        set forth in Schedule
        4.03,
        UHS is
        not required to submit any notice, report or other filing with any governmental
        authority in connection with the execution or delivery by it of this Agreement
        or the consummation of the transactions contemplated hereby. No consent,
        approval or authorization of any governmental or regulatory authority or
        any
        other party or person is required to be obtained by UHS in connection with
        its
        execution, delivery and performance of this Agreement or the transactions
        contemplated hereby.

       

      Section
        5.05  No Brokers or Finders. There
        are
        no claims for brokerage commissions, finders’ fees, investment advisory fees or
        similar compensation in connection with the transactions contemplated by
        this
        Agreement, based on any arrangement, understanding, commitment or agreement
        made
        by or on behalf of UHS, obligating UHS or Intellamed or the Division, as
        applicable, to pay such claim.

       

      Section
        5.06  Investment. UHS:
        (a)
        understands that the Note has not been, and shall not be, registered under
        the
        Securities Act of 1933, as amended (collectively, the “Securities Act”), or
        under any state securities laws, and is being offered and sold in reliance
        upon
        federal and state exemptions for a transaction not involving any public
        offering, (b) is acquiring the Note solely for its own account for investment
        purposes, and not with a view to the distribution thereof, (c) has received
        certain information concerning Intellamed and has had the opportunity obtain
        additional information as desired in order to evaluate the merits and risks
        inherent in holding the Note, (d) is able to bear the economic risk and lack
        of
        liquidity inherent in holding the Note, and (e) is an “accredited investor” as
        defined in Regulation D promulgated under the Securities
        Act.

       

      
        Section
          5.07  Funds. UHS has access to adequate funds to consummate the
          transactions contemplated herein.

      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      Section
        5.08  No Litigation. There
        are
        no actions, suits, proceedings, orders or investigations pending or, to the
        knowledge of UHS, threatened against UHS at law or in equity or before or
        by any
        federal, state or other governmental department, commission, board, bureau,
        agency or instrumentality, domestic or foreign which could reasonably be
        expected to adversely affect UHS’s ability to consummate the transactions
        contemplated by this Agreement or adversely affect the validity or
        enforceability of this Agreement. 

       

      ARTICLE
        VI

       

      COVENANTS
        AND AGREEMENTS

       

      Section
        6.01  Pre-Closing Covenants

       

      (a) Each
        of
        the parties shall use its best efforts to take all actions and to do all
        things
        necessary, proper, or advisable in order to consummate and make effective
        the
        transactions contemplated by this Agreement.

       

      (b) Intellamed
        shall give (and shall cause the Division to give) any notices to third parties,
        and Intellamed shall use its best efforts (and shall cause the Division to
        use
        its best efforts) to obtain any third party consents that UHS may request
        in
        connection with the matters referred to in Section 4.03. Each of the
        parties shall (and Intellamed shall cause the Division to) give any notices
        to,
        make any filings with, and use its best efforts to obtain any authorizations,
        consents, and approvals, of governments and governmental agencies in connection
        with the matters referred to in Section 4.03 and Section 5.04. UHS
        shall cooperate with and assist Intellamed in obtaining those consents referred
        to in Section 4.03. 

       

      (c) Intellamed
        shall not cause or permit the Division to engage in any practice, take any
        action, or enter into any transaction outside the ordinary course of business.
        Intellamed shall not engage in any practice, take any action, or enter into
        any
        transaction of the sort described in Section 4.09.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      (d) Intellamed
        shall cause the Division to keep its business and properties substantially
        intact, including its present operations, physical facilities, working
        conditions, and relationships with lessors, licensors, suppliers, customers,
        and
        employees. Intellamed and UHS shall cooperate to jointly visit key customers
        to
        advise them of the transactions contemplated hereby and to introduce them
        to the
        officers, managers, employees and agents of UHS.

       

      (e) Intellamed
        shall permit (and shall cause the Division to permit) representatives of
        UHS to
        have full access during Intellamed’s regular business hours, and in a manner so
        as not to interfere with the normal business operations of the Division,
        to all
        premises, properties, personnel, books, records (including Tax records),
        contracts, and documents of or pertaining to the Division.

       

      (f) Each
        party
        shall give prompt written notice to the other party of any material adverse
        development causing a breach of any of its own representations and warranties
        in
        Articles IV and V herein. No disclosure by any party pursuant to this
        Section 6.01(f), however, shall be deemed to amend or supplement the
        Disclosure Schedule or to prevent or cure any misrepresentation, breach of
        warranty, or breach of covenant.

       

      (g) Intellamed
        shall not (and shall not cause or permit the Division to) (i) solicit, initiate,
        or encourage the submission of any proposal or offer from any third party
        relating to the substantial portion of the assets of the Division or
        (ii) participate in any discussions or negotiations regarding, furnish any
        information with respect to, assist or participate in, or facilitate in any
        other manner any effort or attempt by any third party to do or seek any of
        the
        foregoing. Intellamed shall notify UHS within 48 hours if any third party
        makes
        any proposal, offer, inquiry, or contact with respect to any of the
        foregoing.

       

      (h) Prior
        to
        the Closing, Intellamed shall take such actions are necessary to deliver
        the
        Acquired Assets free and clear of all liens and encumbrances thereon including,
        without limitation, obtaining UCC-3 termination statements for all financing
        statements encumbering the Acquired Assets.

       

      (i) If
        required by UHS in its sole discretion, Intellamed and UHS shall obtain the
        audited financial statements of Intellamed which satisfy the requirements
        of
        Item 9.01 of Regulation S-K in connection with the current report on
        Form 8-K under Item 2.01 of Regulation S-K that UHS shall file with
        respect to the completion of the transactions contemplated hereby. UHS shall
        pay
        all costs of such audit.

       

      (j) Intellamed
        shall furnish UHS with a copy of the Intellamed income statement for the
        year
        ended December 31, 2006, which (i) shall be based upon the information
        contained in the books and records of Intellamed, (ii) shall fairly present
        the pre-tax earnings of Intellamed for the year ended December 31, 2006 and
        (iii) was prepared in accordance with generally accepted accounting
        principles consistently applied.

       

      (k)
        Intellamed shall provide documentation reasonably satisfactory to UHS confirming
        that the Government Contracts are in compliance with 13 CFR 125.6.

       

      Section
        6.02  Use of Name of the ICMS Division. For
        purposes of effecting the transition of the Division from Intellamed to UHS,
        UHS
        shall have the right to use all of the trade names, trademarks and logos
        or
        other Intellectual Property Rights owned by Intellamed or the
        Division,

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      as
        applicable, and currently used in the conduct and operation of the Division.
        No
        royalty or other fees shall be payable by UHS to Intellamed for the right
        to use
        such Intellectual Property Rights.

       

      Section
        6.03  Taxes. Intellamed
        shall pay all applicable transfer and sales taxes associated with the sale
        of
        the Acquired Assets to UHS.

       

      Section
        6.04  Waiver of Compliance with Bulk Sales Laws. UHS
        hereby
        waives any requirement that Intellamed comply with the bulk sales laws in
        any
        jurisdiction in connection with the transactions contemplated by this Agreement,
        and in exchange therefor, Intellamed agrees to pay, honor and discharge when
        due
        any claims (other than the Assumed Liabilities) asserted against UHS by reason
        of such noncompliance.

       

      Section
        6.05  Post-Closing Covenants. The
        parties agree as follows with respect to the period following the
        Closing:

       

      (a) In
        case at
        any time after the Closing any further actions are necessary or desirable
        to
        carry out the purposes of this Agreement, each of the parties shall take
        such
        further actions (including the execution and delivery of such further
        instruments and documents) as the other party may request, all at the sole
        cost
        and expense of the requesting party (unless the requesting party is entitled
        to
        indemnification therefor as provided herein). Intellamed acknowledges and
        agrees
        that from and after the Closing, UHS shall be entitled to possession of all
        documents, books, records (excluding Tax and accounting records, but including
        all records relating to the customers and employees of Intellamed), agreements,
        and financial data or any sort relating to the Division.

       

      (b) Intellamed
        shall not take any action that is designed or intended to have the effect
        of
        discouraging any lessor, licensor, customer, supplier, or other business
        associate of the Division from maintaining the same business relationships
        with
        UHS and the Division after the Closing as it maintained with the Division
        prior
        to the Closing. Intellamed shall refer all customer inquiries relating to
        the
        Division to UHS from and after the Closing.

       

      (c) Intellamed
        shall treat as confidential and hold as such any information concerning the
        business and affairs of the Division and of UHS (collectively, the “UHS Confidential
        Information”),
        refrain from using any of the Confidential Information except in connection
        with
        this Agreement and solely for the purpose of preparing and filing of
        Intellamed’s Tax returns and compliance with financial reporting requirements,
        and deliver promptly to UHS or destroy, at the request and option of UHS,
        all
        tangible embodiments (and all copies) of the UHS Confidential Information
        that
        are in its possession. In the event that Intellamed is requested or required
        (by
        oral question or request for information or documents in any legal proceeding,
        interrogatory, subpoena, civil investigative demand, or similar process)
        to
        disclose any UHS Confidential Information, Intellamed shall notify UHS promptly
        of the request or requirement so

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      that
        UHS
        may seek an appropriate protective order or waive compliance with the provisions
        hereof. If, in the absence of a protective order or the receipt of a waiver
        hereunder, Intellamed is, on the advice of counsel, compelled to disclose
        any
        UHS Confidential Information to any tribunal or else stand liable for contempt,
        Intellamed may disclose the UHS Confidential Information to the tribunal;
        provided, however, that Intellamed shall use its best efforts to obtain,
        at the
        request of UHS, an order or other assurance that confidential treatment shall
        be
        accorded to such portion of the UHS Confidential Information required to
        be
        disclosed as UHS shall designate.

       

      (d) UHS
        acknowledges that during the course of its investigations it will have access
        to
        confidential information of Intellamed other than information relating to
        or
        concerning in any way the Division. UHS shall treat as confidential and hold
        any
        information relating to or concerning the business and affairs of Intellamed
        that do not relate to or concern in any way the Division (the “Intellamed
        Confidential Information”),
        refrain from using any of the Intellamed Confidential Information except
        in
        connection with this Agreement, and deliver promptly to Intellamed or destroy,
        at the request and option of Intellamed, all tangible embodiments (and all
        copies) of the Intellamed Confidential Information that are in UHS’s possession.
        In the event that UHS is requested or required (by oral question or request
        for
        information or documents in any legal proceeding, interrogatory, subpoena,
        civil
        investigative demand, or similar process) to disclose any Intellamed
        Confidential Information, UHS shall notify Intellamed promptly of the request
        or
        requirement so that Intellamed may seek an appropriate protective order or
        waive
        compliance with the provisions hereof. If, in the absence of a protective
        order
        or the receipt of a waiver hereunder, UHS is, on the advice of counsel,
        compelled to disclose any Intellamed Confidential Information to any tribunal
        or
        else stand liable for contempt, UHS may disclose the Intellamed Confidential
        Information to the tribunal; provided, however, that UHS shall use its best
        efforts to obtain, at the written request of Intellamed, an order or other
        assurance that confidential treatment shall be accorded to such portion of
        the
        Intellamed Confidential Information required to be disclosed as Intellamed
        shall
        designate in writing. The obligations under this subsection shall not apply
        to
        Intellamed Confidential Information that, as of the date hereof, was in the
        public domain or its or becomes generally available in the public domain
        other
        than pursuant to a breach by UHS of the obligations under this subsection.
        

       

      (e) UHS
        shall
        permit representatives of Intellamed to have access, at reasonable times
        during
        regular business hours and in a manner so as not to interfere with the regular
        business operations of UHS, to the books and records of the Division after
        the
        Closing Date for a Tax or accounting purpose.

       

      Section
        6.06  Employees; Employee Benefits. Subject
        to
        the limitations set forth in Section 9.13 of this Agreement (that is, no
        party
        other than a party hereto shall have any rights as a third party beneficiary
        of
        this Agreement): 

       

      (a) As
        of or
        prior to the Closing, but subject to the consummation of the transactions
        contemplated by this Agreement and subject to normal drug testing and other
        screening utilized by UHS in connection with its ordinary hiring practices,
        UHS
        shall make a determination as to whether to offer full-time employment to
        each
        of the individuals who is actively employed by Intellamed in direct connection
        with the Division (and those inactive

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      employees
        of Intellamed in direct connection with the Division who as of the Closing
        Date
        were not actively employed due to vacation, sick leave and other authorized
        leaves of absence), on the Closing Date and identified in Schedule
        6.06
        (each, an
“Offer
        Employee”). 
        Such offers shall be made in accordance with the following provisions:  (i)
        the date on which the employment by UHS of each Offer Employee who accepts
        such
        offer of employment shall become effective (the “Effective
        Date of Employment”)
        shall
        be the first business day after the Closing Date on which each such Offer
        Employee reports to work with UHS for active duty (each such Offer Employee
        who
        becomes so employed by UHS hereinafter being referred to as a “Hired
        Employee”
from
        and
        after the Effective Date of Employment), and (ii) the initial salary and
        base
        wage compensation payable to each Hired Employee as of the Effective Date
        of
        Employment shall be not less than the amount set forth in Schedule
        6.06
        for such
        Hired Employee.  Each Hired Employee shall enter into a Noncompetition
        Agreement with UHS that is provided by UHS. On and after the Closing, until
        at
        least the first anniversary of the Closing, UHS shall provide the Hired
        Employees with salary and benefit plans, programs and arrangements comparable
        in
        the aggregate to those currently provided by UHS to its own similarly situated
        employees.

       

      (b) On
        the
        Closing Date, Intellamed shall provide written notice to all of the Offer
        Employees who UHS has determined to hire indicating that their employment
        by
        Intellamed shall terminate at the close of business on the Closing Date.
        

       

      (c) UHS
        shall
        not adopt, contribute to, have any liability with respect to, or in any other
        manner accept or continue responsibility or liability for the administration
        or
        funding of any Employee Plans. There shall be no spin-off of either liabilities
        or assets from any Employee Plans to any plan covering employees on and after
        Closing. After the Closing Date, Intellamed shall maintain a group health
        plan
        for at least the maximum period that post-employment continuation coverage
        must
        be available to any and all “M&A qualified beneficiaries” (as that term
        is defined under COBRA regulations or similar applicable state law) with
        respect
        to the sale of assets.  UHS shall not be a successor employer under such
        COBRA regulations or similar applicable state law.

       

      (d) Any
        Hired
        Employee who becomes a participant in any employee benefit plan of UHS or
        any of
        its affiliates shall be given credit under such plan for the last continuous
        period of service with Intellamed prior to the Closing for purposes of
        determining eligibility to participate and vesting in benefits but for no
        other
        purpose (including, without limiting the generality of the foregoing, the
        accrual of benefits).

       

      (e) UHS
        shall
        be responsible and assume all liability for all notices or payments due to
        any
        Hired Employees, and all notices, payments, fines or assessments due to any
        governmental authority, under any applicable law with respect to the employment,
        discharge or layoff of employees by UHS after the Closing, including but
        not
        limited to, the WARN Act and any rules or regulations as have been issued
        in
        connection with the foregoing.

       

      (f) UHS
        agrees
        that, upon the Closing, each Hired Employee shall be eligible to participate
        in
        a group health plan (as defined in Section 5000(b)(1) of the Code) subject
        to
        the terms and conditions thereof; provided, however, such obligation of UHS
        is
        contingent on Intellamed furnishing sufficient information in sufficiently
        usable form to enable UHS to reasonably administer its plan.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      (g) Intellamed
        and UHS shall provide each other with such documents, employee data and other
        information as may be reasonably required to carry out the provisions of
        this
        Section 6.06.

       

      Section
        6.07  Government Contracts. With
        respect to the period between the date hereof and the Closing, Intellamed
        agrees
        that Intellamed shall:

       

      (a) terminate
        the Subcontract Agreement between Intellamed and Sustainment Technologies,
        Inc.
        (“STI”)dated
        October 1, 2006 (the “Sustainment
        Subcontract”);
        and

       

      (b) amend
        those subcontracts with STI and VW International, Inc. (“VWI”)
        set
        forth and in the manner described in Schedule
        6.07
        hereto to
        make clear that the contracting relationship between Intellamed as subcontractor
        and STI and VWI as prime contractors in each instance so that
        (i) Intellamed only is responsible for billing the prime contractor for
        services provided by Intellamed and the amount of each subcontract shall
        be
        amended to reflect such change, (ii) Intellamed is not required to pay a
        percentage sharing pursuant to the Sustainment Subcontract and (iii) Intellamed
        shall receive payment from the applicable prime contractor in each instance.
         

       

      Section
        6.08  Noncompetition. For
        a
        period of five (5) years from and after the Closing Date, Intellamed shall
        not
        engage directly or indirectly in any business that the Division conducts
        as of
        the Closing Date in any geographic area in which the Division conducts that
        business as of the Closing Date; provided, however, that no owner of less
        than
        one percent (1%) of the outstanding stock of any publicly traded corporation
        shall be deemed to engage solely by reason thereof in its business. If the
        final
        judgment of a court of competent jurisdiction declares that any term or
        provision of this Section 6.08 is invalid or unenforceable, the parties agree
        that the court making the determination of invalidity or unenforceability
        shall
        have the power to reduce the scope, duration, or area of the term or provision,
        to delete specific words or phrases, or to replace any invalid or unenforceable
        term or provision with a term or provision that is valid and enforceable
        and
        that comes closest to expressing the intention of the invalid or unenforceable
        term or provision, and this Agreement shall be enforceable as so modified
        after
        the expiration of the time within which the judgment may be
        appealed.

       

      Section
        6.09  Account Collection. After
        Closing, UHS will promptly remit to Intellamed any collections received by
        UHS
        on accounts receivable of the Division belonging to Intellamed. For six months
        after Closing (or such earlier date by which all Intellamed accounts receivable
        as of the Closing Date have been collected), UHS shall provide to Intellamed
        a
        monthly report (within 15 days after the close of each month) of collections
        from customers (by customer) who were customers of Intellamed as of the Closing
        Date. All payments received by UHS after Closing from customers who were
        customers as of the Closing Date shall be allocated first to outstanding
        accounts receivable of Intellamed, unless the customer specifically identifies
        payment to a UHS post-Closing invoice. 

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      After
        Closing, UHS agrees to use commercially reasonable efforts to assist Intellamed
        in collecting its outstanding accounts receivables. 

       

      ARTICLE
        VII

       

      CONDITIONS
        TO OBLIGATION TO CLOSE

       

      Section
        7.01  UHS. The
        obligation of UHS to consummate the transactions to be performed by it in
        connection with the Closing is subject to satisfaction of the following
        conditions:

       

      (a) The
        representations and warranties set forth in Article IV shall be true and
        correct
        in all material respects at and as of the Closing Date, except to the extent
        that such representations and warranties are qualified by the term “material,”
or contain the term “Material Adverse Effect,” in which case such
        representations and warranties (as so written, including the term “material”)
        shall be true and correct in all respects at and as of the Closing
        Date;

       

      (b) Intellamed
        shall have performed and complied with all of its covenants hereunder in
        all
        material respects through the Closing, except to the extent that such covenants
        are qualified by the term “material,” or contain the term “Material Adverse
        Effect” in which case Intellamed shall have performed and complied with all of
        such covenants (as so written, including the term “material”) in all respects
        through the Closing;

       

      (c) Intellamed
        and the Division shall have procured all of the third party consents specified
        in Section 6.01(b);

       

      (d) No
        action,
        suit, or proceedings shall be pending or threatened before (or that could
        come
        before) any court or quasi-judicial or administrative agency of any federal,
        state, local, or foreign jurisdiction wherein an unfavorable injunction,
        judgment, order, decree, ruling, or charge would (i) prevent consummation
        of any of the transactions contemplated by this Agreement, (ii) cause any
        of the transactions contemplated by this Agreement to be rescinded following
        consummation, or (iii) adversely affect the right of UHS to own the
        Acquired Assets and to operate the Division;

       

      (e) Intellamed
        shall have delivered to UHS a certificate to the effect that each of the
        conditions specified above in Section 7.01(a)-(d) is satisfied in all
        respects;

       

      (f) Intellamed
        and UHS shall have entered into a Joint Promotion Agreement and a Transition
        Services Agreement as set forth in Exhibit
        E
        and
Exhibit
        F
        in the
        form substantially attached hereto, respectively, and the same shall be in
        full
        force and effect;

       

      (g) Each
        of
        (i) David Hickson and (ii) Kenny Loveless and E. Bernard Bartoszek, on one
        hand,
        and UHS on the other hand, shall have entered into Noncompetition Agreements
        in
        form and substance as set forth in Exhibit
        G
        and
Exhibit
        H
        in the
        form substantially attached hereto, respectively, and the same shall be in
        full
        force and effect;

       

      (h) Intellamed
        shall have delivered to UHS a certificate of the secretary or an assistant
        secretary of Intellamed, dated the Closing Date, in form and substance
        reasonably

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      satisfactory
        to UHS, as to: (i) the Articles of Incorporation of Intellamed since the
        date hereof; (ii) the Bylaws of Intellamed; (iii) the resolutions of
        the board of directors of Intellamed authorizing the execution, delivery,
        and
        performance of this Agreement and the transactions contemplated hereby; and
        (iv) incumbency and signatures of the officers of Intellamed executing this
        Agreement or any other agreement contemplated by this Agreement;

       

      (i) Intellamed
        shall have delivered to UHS the Customer List;

       

      (j) Henry
        Remschel and UHS shall have entered into an Employment Letter Agreement and
        a
        Noncompetition Agreement in form and substance as set forth in Exhibit
        I
        and
Exhibit J
        in the
        form substantially attached hereto, respectively; and

       

      (k) James
        Stracener and UHS shall have entered into an Employment Letter Agreement
        and a
        Noncompetition Agreement as set forth in Exhibit
        K
        and
Exhibit L
        in the
        form substantially attached hereto, respectively.

       

      UHS
        may
        waive any condition specified in this Section 7.01 if it executes a writing
        so stating at or prior to the Closing.

       

      Section
        7.02  Intellamed.  Intellamed’s
        obligation to consummate the transactions to be performed by it in connection
        with the Closing is subject to satisfaction of the following
        conditions:

       

      (a) The
        representations and warranties set forth in Article V shall be true and correct
        in all material respects at and as of the Closing Date, except to the extent
        that such representations and warranties are qualified by the term “material,”
or contain the term “Material Adverse Effect” in which case such representations
        and warranties (as so written, including the term “material”) shall be true and
        correct in all respects at and as of the Closing Date;

       

      (b) UHS
        shall
        have performed and complied with all of its covenants hereunder in all material
        respects through the Closing, except to the extent that such covenants are
        qualified by the term “material,” or contain the term “Material Adverse Effect,”
in which case UHS shall have performed and complied with all of such covenants
        (as so written, including the term “material”) in all respects through the
        Closing;

       

      (c) No
        action,
        suit, or proceeding shall be pending or threatened before any court or
        quasi-judicial or administrative agency of any federal, state, local, or
        foreign
        jurisdiction wherein an unfavorable injunction, judgment, order, decree,
        ruling,
        or charge would (i) prevent consummation of any of the transactions
        contemplated by this Agreement or (ii) cause any of the transactions
        contemplated by this Agreement to be rescinded following consummation (and
        no
        such injunction, judgment, order, decree, ruling, or charge shall be in
        effect);

       

      (d) UHS
        shall
        have delivered to Intellamed a certificate to the effect that each of the
        conditions in Section 7.02(a)-(c) is satisfied in all
        respects;

       

      (e) Intellamed
        and UHS shall have entered into a Joint Promotion Agreement and a Transition
        Services Agreement in form and substance as set forth in Exhibit
        E
        and
Exhibit
        F
        in the
        form substantially attached hereto, respectively, and the same shall be in
        full
        force and effect;

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      (f) Each
        of
        (i) David Hickson and (ii) Kenny Loveless and E. Bernard Bartoszek, on one
        hand,
        and UHS on the other hand, shall have entered into Noncompetition Agreements
        in
        form and substance as set forth in Exhibit
        G
        and
Exhibit
        H
        in the
        form substantially attached hereto, respectively, and the same shall be in
        full
        force and effect;

       

      (g) Henry
        Remschel and UHS shall have entered into an Employment Letter Agreement and
        a
        Noncompetition Agreement in form and substance as set forth in Exhibit
        I
        and
Exhibit J
        in the
        form substantially attached hereto, respectively; and

       

      (h) James
        Stracener and UHS shall have entered into an Employment Letter Agreement
        and a
        Noncompetition Agreement as set forth in Exhibit
        K
        and
Exhibit L
        in the
        form substantially attached hereto, respectively.

       

      Intellamed
        may waive any condition specified in Section 7.02 if it executes a writing
        so stating at or prior to the Closing.

       

      ARTICLE
        VIII

       

      SURVIVAL;
        INDEMNIFICATION

       

      Section
        8.01  Survival of Representations and Warranties. Notwithstanding
        any investigation made by or on behalf of any of the parties hereto or the
        results of any such investigation and notwithstanding the participation of
        such
        party in the Closing, the representations and warranties contained in this
        Agreement, except for the representations and warranties contained in Section
        4.13 and in Section 4.23, shall survive the Closing for the greater of the
        following periods: (a) two (2) years from the Closing Date, or (b) with respect
        to any specific representation or warranty under which UHS shall have made
        a
        claim for indemnification hereunder prior to the second anniversary of the
        Closing Date and as to which such claim has not been completely and finally
        resolved prior to the second anniversary of the Closing Date, such
        representation or warranty shall survive for the period of time beyond the
        second anniversary of the Closing Date sufficient to resolve, completely
        and
        finally, the claim relating to such representation or warranty. The
        representations and warranties contained in Section 4.13 shall survive the
        Closing for a period of six (6) months after all applicable statutes of
        limitations with respect to any claims governing the respective matters set
        forth therein have expired. The representations and warranties in
        Section 4.23 shall survive the Closing for a period of six (6) years or, if
        longer, the applicable statute of limitations under the False Claims
        Act.

       

      Section
        8.02  Indemnification by Intellamed.

       

      (a) Intellamed
        agrees to indemnify UHS with respect to, and hold UHS harmless from, any
        loss,
        liability or expense (including, but not limited to, reasonable legal fees)
        (collectively, “Losses”)
        and Tax
        (including interest and penalties) which UHS may directly or indirectly incur
        or
        suffer by reason of, or which results, arises out of or is based upon (i)
        any
        breach of the representations or warranties of Intellamed or the Division,
        as
        applicable, contained in this Agreement or in any Exhibits, any portion of
        the
        Disclosure Schedule, certificates or other documents delivered or to be
        delivered by or on behalf of Intellamed or the Division, as applicable, pursuant
        to the terms of this Agreement (collectively, the “Intellamed
        Related

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      Documents”),
        (ii)
        any breach of, or failure to perform, any agreement of either Intellamed
        or the
        Division, as applicable, contained in this Agreement or the Intellamed Related
        Documents, (iii) any liability relating to or arising out of the conduct
        of the
        Division prior to the Closing Date which is not specifically assumed by UHS
        pursuant to this Agreement, and (iv) the amount of accounts receivable
        outstanding as of the Closing Date that have been earned but not collected
        by
        Intellamed. Except with respect to breaches of the representations and
        warranties contained in Section 4.13 and in Section 4.23, no claim
        shall be made for indemnification pursuant to this Section 8.02(a) unless
        written notice of such claim is given by UHS pursuant to Section 8.02(c) on
        or prior to the second anniversary of the Closing Date.

       

      (b) Indemnification
        by UHS.
        UHS
        agrees to indemnify Intellamed with respect to, and hold Intellamed harmless
        from, any Losses which Intellamed may directly or indirectly incur or suffer
        by
        reason of, or which results, arises out of or is based upon (i) any breach
        of
        the representations or warranties of UHS contained in this Agreement or in
        any
        Exhibits, any portion of the Disclosure Schedule, certificates or other
        documents delivered or to be delivered by or on behalf of UHS pursuant to
        the
        terms of this Agreement (collectively, the “UHS
        Related Documents”
and,
        together with the Intellamed Related Documents, the “Related
        Documents”),
        (ii)
        any breach of, or failure to perform, any agreement of UHS contained in this
        Agreement or the UHS Related Documents and (iii) any Assumed Liability on
        or
        after the Closing Date. No claim shall be made for indemnification pursuant
        to
        this Section 8.02(b) unless written notice of such claim is given by
        Intellamed pursuant to Section 8.02(c) on or prior to the second
        anniversary of the Closing Date.

       

      (c) Notice
        of
        Claim.
        If a
        party has a claim for indemnification under this Section 8.02 (an
“Indemnified
        Party”),
        it
        shall deliver to the party or parties from whom indemnification is to be
        sought
        (the “Indemnifying
        Party”)
        one or
        more written notices of Losses. Any written notice shall state in reasonable
        detail the basis for such Losses to the extent then known by the Indemnified
        Party and the nature of the Loss for which indemnification is sought, and,
        if
        known, the amount of the Loss claimed. With respect to any such written notice
        (or any amended notice) that relates to any other Loss for which indemnification
        is claimed pursuant to this Section 8.02, if such notice (or amended
        notice) states the amount of the Loss claimed and Indemnifying Party (or,
        in the
        case of Intellamed) notifies the Indemnified Party that the Indemnifying
        Party
        does not dispute the claim described in such notice or fails to notify the
        Indemnified Party within 20 business days after delivery of such notice whether
        the Indemnifying Party disputes the claim described in such notice, the Loss
        in
        the amount specified in such notice shall be admitted by the Indemnifying
        Party
        and the Indemnifying Party shall pay the amount of such Loss to the Indemnified
        Party. If the Indemnifying Party shall have disputed the liability of the
        Indemnifying Party with respect to such claim, the Indemnifying Party and
        the
        Indemnified Party shall proceed in good faith to negotiate, for a period
        of 60
        days, a resolution of such dispute. If a written notice does not state the
        amount of the Loss claimed, such omission shall not preclude the Indemnified
        Party from recovering from the Indemnifying Party the amount of the Loss
        with
        respect to the claim described in such notice. In order to assert its right
        to
        indemnification under this Section 8.02, an Indemnified Party shall not be
        required to provide any notice except as provided in this
        Section 8.02(c).

       

      (d) Legal
        Proceedings.
        In the
        case of a claim pursuant to this Section 8.02 that relates to any claim,
        action, arbitration, mediation, audit, hearing, investigation,
        proceeding,

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      litigation
        or suit (whether civil, criminal, administrative, investigative or informal)
        instituted by any third party arising out of, relating to or constituting
        any
        matter that would give rise to a claim for indemnification pursuant to
        Section 8.02(a) or Section 8.02(b), the Indemnified Party shall
        promptly deliver to the Indemnifying Party written notice of the commencement
        of
        the proceeding. Such written notice shall have attached thereto the complaint
        or
        other papers pursuant to which the third party commenced such proceeding.
        The
        failure to give prompt written notice shall not affect any Indemnified Party’s
        right to indemnification unless such failure has materially and adversely
        affected the Indemnifying Parties’ ability to defend such proceeding. The
        Indemnifying Party may, at its option and expense, defend any such proceeding.
        If the Indemnifying Party elects to defend the proceeding, it shall have
        full
        control over the conduct of such proceeding, although the Indemnified Party
        shall have the right to retain legal counsel at is own expense and shall
        have
        the right to approve any settlement of any dispute giving rise to such
        proceeding, provided that such approval may not be withheld unreasonably.
        The
        Indemnified Party shall reasonably cooperate with the Indemnifying Party
        in such
        proceeding.

       

      (e) Payment.
        The
        Indemnifying Party shall pay the amount of any Loss to the Indemnified Party
        within 30 days following the determination of the Indemnifying Party’s liability
        for a Loss and the amount of such Loss (whether such determination is made
        pursuant to the procedures set forth in this Section 8.02, by agreement
        between the parties or by final adjudication).

       

      (f) Sole
        Remedy.
        After
        the Closing, the rights set forth in this Section 8.02 shall be the
        parties’ sole and exclusive remedies for breach or inaccuracy of any of the
        representations and warranties contained in Articles IV and V and in the
        Related
        Documents. Notwithstanding the foregoing, nothing herein shall prevent a
        party
        from bringing an action based upon allegations of fraud or intentional
        misconduct by any other party with respect to this Agreement and the Related
        Documents. In the event such action is brought, the prevailing party’s
        attorneys’ fees and costs shall be paid by the nonprevailing party. With respect
        to any breach of any agreement contained in this Agreement or any of the
        Related
        Agreements (other than a breach or inaccuracy in any of the representations
        and
        warranties referred to above), the parties shall have available to them all
        remedies available under applicable law, whether in a proceeding at law or
        in
        equity.

       

      ARTICLE
        IX

       

      MISCELLANEOUS

       

      Section
        9.01  Press Releases and Announcements. Neither
        party hereto shall issue any press release (or make any other public
        announcement) related to this Agreement or the transactions contemplated
        hereby
        or make any announcement to the employees, customers or suppliers of Intellamed
        without the prior written approval of the other party hereto, except that
        UHS
        may make any public disclosure it believes in good faith is required by
        applicable law, in which case UHS shall make reasonable efforts to consult
        with
        Intellamed prior to making such disclosure.

       

      Section
        9.02  Expenses.  Except
        as
        otherwise expressly provided for herein, Intellamed and UHS shall pay all
        of
        their own expenses (including their respective attorneys’ and accountants’
fees), in connection with the negotiation of this Agreement, the performance
        of
        their respective obligations hereunder and the consummation of the transactions
        contemplated by this Agreement (whether consummated or not).

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      Section
        9.03  Further Assurances. Each
        of
        Intellamed and UHS agrees that, on and after the Closing Date, it shall take
        all
        appropriate action and execute any documents, instruments or conveyances
        of any
        kind which may be reasonably necessary or advisable to carry out any of the
        provisions hereof.

       

      Section
        9.04  Amendment and Waiver. This
        Agreement may not be amended or waived except in a writing executed by the
        party
        against which such amendment or waiver is sought to be enforced. No course
        of
        dealing between or among any persons having any interest in this Agreement
        shall
        be deemed effective to modify or amend any part of this Agreement or any
        rights
        or obligations of any person under or by reason of this Agreement.

       

      Section
        9.05  Notices. All
        notices and other communications hereunder shall be in writing and shall
        be
        sufficiently given if made by hand delivery, by fax, by telecopier, by overnight
        delivery service or by registered or certified mail (postage prepaid and
        return
        receipt requested) to the parties at the following addresses (or at such
        other
        address for a party as shall be specified by it by like notice):

       

      if
        to
        UHS:

       

      Universal
        Hospital Services, Inc. 

      7700
        France Avenue South, Suite 275

      Edina,
        MN
        55435-5228

      Attention:
        CEO

      With
        copies to General Counsel

      Fax:
        (952)
        893-3237

       

      if
        to
        Intellamed:

       

      Intellamed,
        Inc.

      1716
        Briarcrest Drive, Suite 800

      Bryan,
        TX
        77802

      Attention:
        CEO

      Fax:
        (979)
        260-7895


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      with
        a
        copy to:

      Edward T.
        Laborde Jr., Esq.

      Winstead
        Sechrest & Minick P.C.

      919
        Milam
        Street, Suite 2400

      Houston,
        TX 77002

      Fax:
        (713)
        650-2400

      


      All
        such
        notices and other communications shall be deemed to have been duly given
        as
        follows: when delivered by hand, if personally delivered; five business days
        after being deposited in the mail, if delivered by mail, postage prepaid;
        when
        receipt electronically acknowledged, if faxed or telecopied; and the next
        business day after being delivered to an overnight delivery
        service.

       

      Section
        9.06  Assignment. This
        Agreement and all of the provisions hereof shall be binding upon and inure
        to
        the benefit of the parties hereto and their respective successors and permitted
        assigns, except that neither this Agreement nor any of the rights, interests
        or
        obligations hereunder may be assigned by either party hereto without the
        prior
        written consent of the other party hereto.

       

      Section
        9.07  Severability. Whenever
        possible, each provision of this Agreement shall be interpreted in such manner
        as to be effective and valid under applicable law, but if any provision of
        this
        Agreement is held to be prohibited by or invalid under applicable law, such
        provision shall be ineffective only to the extent of such prohibition or
        invalidity, without invalidating the remainder of such provision or the
        remaining provisions of this Agreement.

       

      Section
        9.08  Complete Agreement. This
        Agreement, the Exhibits and the Disclosure Schedule hereto and the other
        documents referred to herein contain the complete agreement between the parties
        and supersede any prior understandings, agreements or representations by
        or
        between the parties, written or oral, which may have related to the subject
        matter hereof in any way. 

       

      Section
        9.09  Counterparts. This
        Agreement may be executed in one or more counterparts, any one of which need
        not
        contain the signatures of more than one party, but all such counterparts
        taken
        together shall constitute one and the same instrument.

       

      Section
        9.10  Governing Law. The
        internal law, without regard to conflicts of laws principles, of the State
        of
        Minnesota shall govern all questions concerning the construction, validity
        and
        interpretation of this Agreement and the performance of the obligations imposed
        by this Agreement.

       

      Section
        9.11 Knowledge. “Knowledge”
        means that an individual has actual knowledge of or reasonably should have
        known
        about a particular fact or other matter. With respect to Intellamed, any
        of
        Intellamed’s subsidiaries as set forth in Schedule 4.06 or the Division, such
        individual refers to any of David Hickson, Kenny Loveless, E. Bernard Bartoszek,
        Henry Remschel, James Stracener and Keith Kuttler. With respect to UHS, such
        individual refers to any of Gary Blackford, Rex Clevenger, Tim Kuck and Diana
        Vance-Bryan.

       

      
        Section
          9.12  Specific Performance. Each
          party
          acknowledges and agrees that the other party would be damaged irreparably
          in the
          event any provision of this Agreement is not performed in accordance with
          its
          specific terms or otherwise breached, so that a party shall be entitled
          to
          injunctive relief to prevent breaches of the provisions of this Agreement
          and to
          enforce specifically this Agreement 

         

      

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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      and
        the
        terms and provisions hereof in addition to any other remedy to which such
        party
        may be entitled, at law or in equity. In particular, the parties acknowledge
        that the business of Division is unique and recognize and affirm that in
        the
        event Intellamed breaches this Agreement, money damages would be inadequate
        and
        UHS would have no adequate remedy at law, so that UHS shall have the right,
        in
        addition to any other rights and remedies existing in its favor, to enforce
        its
        rights and the other parties’ obligations hereunder not only by action for
        damages but also by action for specific performance, injunctive, and/or other
        equitable relief.

       

      Section
        9.13  No
        Third
        Party Benefit. Nothing in this Agreement, express or implied, is intended
        to
        confer upon any party other than a party hereto any rights, remedies,
        obligations or liabilities of any nature whatsoever.

       

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        REST
        OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            EXECUTION
              COPY

          

        

      

       

      IN
        WITNESS
        WHEREOF, the parties hereto have executed this Agreement as of the day and
        year
        first above written.

       

      
        	 	UNIVERSAL
                HOSPITAL SERVICES, INC.
	 	 	 
	 	By	/s/
                Tim W. Kuck
	 	 	Its
                Senior Vice President
	 	 	 
	 	 	 
	 	INTELLAMED,
                INC.
	 	 	 
	 	By	/s/
                David Hickson, President
	 	 	David
                Hickson, President


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    

      EXECUTION
        COPY

       

      PROMISSORY
        NOTE

       

      This
        Note was originally issued on February 23, 2007, and has not been registered
        under the Securities Act of 1933, as amended.

       

      
        
          	$1,500,000	
                  February
                    23, 2007

                


        

      

      


      FOR
        VALUE
        RECEIVED, Intellamed, Inc., a Texas corporation (“Maker”),
        promises to pay to the order of Universal Hospital Services, Inc., a Delaware
        corporation (“Payee”,
        which
        term includes any subsequent holder hereof), in lawful money of the United
        States of America, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND
        AND
        NO/100 DOLLARS ($1,500,000) or, if less, the aggregate unpaid principal amount
        of all the Advances made by Payee pursuant to Section 2.03 of the Asset
        Purchase Agreement, dated as of February 23, 2007, by and between Maker and
        Payee (as the same has been or may be amended, restated or otherwise modified
        from time to time, the “Agreement”).
        This
        Note is subject to the terms and conditions of the Agreement, which are,
        by
        reference, incorporated herein and made a part hereof. Capitalized terms
        used in
        this Note without definition shall have the respective meanings given them
        in
        the Agreement. Upon the occurrence of any Event of Default, this Note, at
        the
        option of the Payee, shall bear interest until paid in full at an annual
        rate of
        ten percent (10%). Interest shall be calculated on the basis of a year of
        360
        days, as the case may be, and charged for the actual number of days elapsed.
        No
        provision of this Note shall require the payment or permit the collection
        of
        interest in excess of the rate permitted by applicable law. 

       

      
        	
                I.

              	
                PAYMENTS

              


      

       

      
        	1.1	
                PAYMENTS
                  DUE AND PAYABLE

              


      

       

      The
        principal balance due under this Note shall be due and payable upon the earlier
        of (a) the Closing Date; or (b) as provided in Section 5.2 below. Interest
        on the unpaid principal balance of this Note, if any is due, shall be due
        and
        payable immediately after the Closing Date.

       

      
        	
                II.

              	
                MANNER
                  OF PAYMENT

              


      

       

      All
        payments of principal and interest on this Note shall be made by wire transfer
        of immediately available funds to an account designated by Payee in writing.
        If
        any payment of principal or interest on this Note is due on a day that is
        not a
        Business Day, such payment shall be due on the following Business Day, and
        such
        extension of time shall be taken into account in calculating the amount of
        interest payable under this Note. “Business
        Day”
means
        any day other than a Saturday, Sunday or legal holiday in the State of
        Minnesota. Both principal and interest are payable in lawful money of the
        United
        States of America in immediately available funds.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                III.

              	
                PREPAYMENT

              


      

       

      With
        respect to all or any portion of the outstanding principal balance due under
        this Note, Maker, without premium or penalty, may at any time and from time
        to
        time, prepay such balance. Any partial prepayments shall be applied first
        against accrued and unpaid interest and the balance to
        principal. 

       

      
        	
                IV.

              	
                CANCELLATION

              


      

       

      This
        Note
        and any and all outstanding principal payments due hereunder shall be cancelled
        in full and Payee shall not be entitled to any further payment of principal
        under this Note if the Closing does not occur on or prior to the Closing
        Date
        due to the failure of UHS to satisfy the conditions set forth in Section
        7.02 of
        the Agreement. In such event, Maker shall be excused from any obligation
        to
        repay any and all Advances made by Payee to Maker under Section 2.03 of the
        Agreement. 

       

      
        	
                V.

              	
                DEFAULT

              


      

       

      
        	5.1	
                EVENT
                  OF DEFAULT

              


      

       

      The
        occurrence of any of the following events with respect to Maker shall constitute
        an event of default hereunder (each, an “Event
        of
        Default”):
        

       

      (a)
        If
        Maker
        fails to pay when due any payment of principal or interest on this
        Note.

       

      (b)
        If,
        pursuant to or within the meaning of the Untied States Bankruptcy Code or
        any
        other federal or state law relating to insolvency or relief of debtors (a
        “Bankruptcy
        Law”),
        Maker
        shall (i) commence a voluntary case or proceeding; (ii) consent to the
        entry of an order for relief against it in an involuntary case;
        (iii) consent to the appointment of a trustee, receiver, assignee,
        liquidator or similar official; (iv) make an assignment for the benefit of
        its creditors; or (v) admit in writing its inability to pay its debts as
        they become due.

       

      (c)
        If
        a court
        of competent jurisdiction enters an order or decree under any Bankruptcy
        Law
        that (i) is for relief against Maker in an involuntary case, (ii) appoints
        a trustee, receiver, assignee, liquidator or similar official for Maker or
        substantially all of Maker’s properties, or (iii) orders the liquidation of
        Maker, and in each case the order or decree is not dismissed within 120
        days.

       

      (d)
        Delivery
        by the Payee to Maker of written notice alleging that any of the conditions
        to
        an Advance set forth in Section 2.03(b) of the Agreement has not been
        satisfied by the applicable deadline set forth in Section 2.03(b) of the
        Agreement.

       

      (e)
        Any
        representation or warranty made by the Maker under or in connection with
        this
        Note or the Agreement shall prove to have been incorrect in any material
        respect
        when made.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        	5.2	
                REMEDIES

              


      

       

      Upon
        the
        occurrence of the Event of Default hereunder (unless the Event of Default
        has
        been cured or waived by Payee), Payee may, at its option, (a) by written
        notice
        to Maker, declare the entire unpaid principal balance of this Note, together
        with all accrued interest thereon, immediately due and payable regardless
        of any
        prior forbearance and (b) exercise any and all rights and remedies available
        to
        it under applicable law, including, without limitation, the right to collect
        from Maker all sums due under this Note. Maker shall pay the reasonable
        attorney’s fees actually incurred by Payee in connection with Payee’s exercise
        of any of its rights or remedies under this Note; provided, however, that
        in the
        case of any of the occurrence of any of events described in paragraphs (b)
        or
        (c) above, this Note shall become automatically due and payable, including
        unpaid interest accrued hereon, without notice or demand. If this Note or
        any
        payment required to be made thereunder is not paid on the due date (whether
        at
        original maturity or following acceleration), the holder hereof shall have,
        in
        addition to any other rights it, he or she may have under applicable laws,
        the
        right to set off the indebtedness evidenced by this Note against any
        indebtedness of such holder to the Maker.

       

      
        	
                VI.

              	
                MISCELLANEOUS

              


      

       

      
        	6.1	
                REPRESENTATIONS
                  AND WARRANTIES

              


      

       

      The
        Maker
        warrants and represents to the Payee that (a) the execution and delivery
        of this
        Note, and the performance by the Maker of its obligations hereunder are within
        the Maker’s powers, and (b) this Note is the Maker’s legal, valid and binding
        obligation, enforceable in accordance with its terms, the making and performance
        of which does not and will not constitute a default under any law, any presently
        existing requirement or restriction imposed by judicial, arbitral or other
        governmental instrumentality or any agreement, instrument or indenture by
        which
        the Maker is bound.

       

      
        	6.2	
                WAIVER

              


      

       

      The
        rights
        and remedies of Payee under this Note shall be cumulative and not alternative.
        No waiver by Payee of any right or remedy under this Note shall be effective
        unless in a writing signed by Payee. Neither the failure nor any delay in
        exercising any right, power or privilege under this Note operate as a waiver
        of
        such right, power or privilege, and no single or partial exercise of any
        such
        right, power or privilege by Payee shall preclude any other or further exercise
        of such right, power or privilege or the exercise of any other right, power
        or
        privilege. To the maximum extent permitted by applicable law, (a) no claim
        or
        right of Payee arising out of this Note can be discharged by Payee, in whole
        or
        in part, by a waiver or renunciation of the claim or right unless in a writing
        signed by Payee; (b) no waiver that may be given by Payee shall be applicable
        except in the specific instance for which it is given; and (c) no notice
        to or
        demand on Maker shall be deemed to be a waiver of any obligation of Maker
        or of
        the right of Payee to take further action without notice or demand as provided
        in this Note. Maker hereby waives presentment, demand, protest and notice
        of
        dishonor and protest.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        	6.3	
                NOTICES

              


      

       

      Any
        notice
        required or permitted to be given hereunder shall be given in accordance
        with
        Section 9.05 of the Agreement.

       

      
        	6.4	
                SEVERABILITY

              


      

       

      If
        any
        provision in this Note is held invalid or unenforceable by any court of
        competent jurisdiction, the other provisions of this Note shall remain in
        full
        force and effect. Any provision of this Note held invalid or unenforceable
        only
        in part or degree shall remain in full force and effect to the extent not
        held
        invalid or unenforceable.

       

      
        	6.5	
                GOVERNING
                  LAW

              


      

       

      This
        Note
        shall be governed by and construed under the laws of the State of Minnesota
        without regard to conflicts-of-laws principles that would require the
        application of any other law. The Maker hereby submits itself to the
        jurisdiction of the courts of the State of Minnesota and the Federal courts
        of
        the United States located in such state in respect of all actions arising
        out of
        or in connection with the interpretation or enforcement of this Note, waives
        any
        argument that venue in such forums is not convenient and agrees that any
        actions
        initiated by the Maker shall be venued in such forums.

       

      
        	6.6	
                PARTIES
                  IN INTEREST

              


      

       

      This
        Note
        shall be binding in all respects upon Maker and inure to the benefit of Payee
        and its successors and any permitted assigns.

       

      
        	6.7	
                EXPENSES
                  OF COLLECTION

              


      

       

      The
        Maker
        agrees to reimburse the holder of this Note upon demand for all reasonable
        out-of-pocket expenses, including reasonable attorneys’ fees, in connection with
        such holder’s enforcement of the obligations of the Maker
        hereunder.

       

      


      IN
        WITNESS
        WHEREOF, Maker has duly executed and delivered this Note on the date first
        stated above.

       

      INTELLAMED,
        INC.

       

      


      By:
        /s/
        David Hickson

      Its
        President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      B
      - ALLOCATION OF PURCHASE PRICE

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    

      BILL
        OF SALE

       

      FOR
        GOOD
        AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
        acknowledged, Intellamed, Inc., a Texas corporation (“Seller”),
        hereby
        sells, assigns and transfers to Universal Hospital Services, Inc., a Delaware
        corporation (“Buyer”),
        pursuant to the terms and conditions of that certain Asset Purchase Agreement
        by
        and between Seller and Buyer dated as of February ___, 2007 (the
“Agreement”),
        all of
        its right, title and interest in and to each and all of the assets set forth
        in
        Section 1.01 of the Agreement, free and clear of all mortgages, liens, claims,
        charges, encumbrances, security interests, pledges or title retention agreements
        or leases of any kind or nature.

       

      Notwithstanding
        anything to the contrary set forth or implied in the foregoing paragraph
        hereof,
        the assets set forth in Section 1.02 and Schedule
        1.02
        of the
        Agreement are specifically excluded from this Bill of Sale and are not being
        sold to Buyer.

       

      The
        assets
        set forth in Section 1.01 of the Agreement are being transferred to Buyer
        without reservation or qualification, other than as may be specifically set
        forth in the Agreement, and Seller agrees to defend the sale of the assets
        and
        properties made hereby to Buyer against all persons lawfully claiming the
        whole
        or any part thereof.

       

      Seller
        hereby agrees to take or cause to be taken all such other actions as may
        be
        necessary or appropriate, in Buyer’s reasonable discretion, to give effect to
        the sale, transfer, conveyance and assignment of the assets set forth in
        Section
        1.01 of the Agreement to Buyer as contemplated by this Bill of
        Sale.

       

      The
        provisions of this Bill of Sale shall be binding upon and inure to the benefit
        of the parties hereto and their respective successors and any permitted assigns;
        provided, however, that no party may assign, delegate or otherwise transfer
        any
        of its rights or obligations under this Bill of Sale without the written
        consent
        of the other party hereto.

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      This
        Bill
        of Sale is executed in accordance with the terms and conditions of the
        Agreement, and the terms of this Bill of Sale are subject to the terms and
        provisions of that Agreement.

       

      Dated:
        _________, 2007

       

    

    

      
        	 	
                INTELLAMED,
                  INC.

                 

                By:
                  ______________________________________________

                Name:
                  ____________________________________________

                Title:
                  _____________________________________________

              


      

    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    

      ASSIGNMENT
        AND ASSUMPTION AGREEMENT

       

      THIS
        AGREEMENT, dated as of ______, 2007, between Intellamed, Inc., a Texas
        corporation (“Assignor”),
        and
        Universal Hospital Services, Inc., a Delaware corporation (“Assignee”).

       

      WHEREAS,
        Assignor is the owner of the entire right, title and interest in, to and
        under
        that certain contracts, leases, commitment, agreements and other instruments
        (collectively, the “Assigned
        Agreements”)
        that
        are identified on Exhibit
        A
        attached
        hereto;

       

      WHEREAS,
        Assignor desires to assign to Assignee, and Assignee desires to receive from
        Assignor, all of Assignor’s right, title and interest in, to and under the
        Assigned Agreements.

       

      NOW,
        THEREFORE, in consideration of the premises, the mutual agreements herein
        set
        forth below and other good and valuable consideration, the receipt and adequacy
        of which are hereby acknowledged, the parties agree as follows:

       

      1.  Assignor
        hereby transfers, assigns and conveys to Assignee, to the extent assignable
        by
        Assignor, Assignor’s entire right title and interest in, to and under the
        Assigned Agreements.

       

      2.  Assignee
        hereby accepts the foregoing assignment and hereby assumes and agrees to
        pay,
        discharge and perform to the extent such Assigned Agreements are assignable
        by
        Assignor to Assignee all of the obligations and liabilities of Assignor under
        the Assigned Agreements arising after 12:01 a.m., Minneapolis, Minnesota
        time,
        on _______, 2007.

       

      IN
        WITNESS
        WHEREOF, the parties herein have executed this agreement as of the date set
        forth in the first paragraph.

       

      

        
          	 	
                  INTELLAMED,
                    INC.

                   

                  By:
                    ______________________________________________

                  Name:
                    ____________________________________________

                  Title:
                    _____________________________________________

                   

                  UNIVERSAL
                    HOSPITAL SERVICES, INC.

                   

                  By:
                    ______________________________________________

                  Name:
                    ____________________________________________

                  Title:
                    _____________________________________________ 

                


        

      

    

     

    

      EXHIBIT
        A

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      E

     

    

      JOINT
        PROMOTION AGREEMENT

       

      This
        JOINT
        PROMOTION AGREEMENT (this “Agreement”)
        dated
        as of _______, 2007, by and between Universal Hospital Services, Inc., a
        Delaware corporation (“UHS”),
        and
        Intellamed, Inc., a Texas corporation (“Intellamed”).

       

      WHEREAS,
        UHS and Intellamed have entered into that Asset Purchase Agreement dated
        as of
        February __, 2007 (the “Asset
        Purchase Agreement”)
        that
        provides for the purchase by UHS of the assets of the ICMS division of
        Intellamed; and

       

      WHEREAS,
        UHS currently offers, and is acquiring from Intellamed under the Asset Purchase
        Agreement, biomedical and imaging services programs, which are provided to
        customers under three to five year service contracts (“Programs”);
        and

       

      WHEREAS,
        in connection with the transactions contemplated by the Asset Purchase
        Agreement, Intellamed and UHS have agreed to enter into this
        Agreement.

       

      NOW,
        THEREFORE, in consideration of the premises, the mutual agreements set forth
        herein and other good and valuable consideration, the adequacy and receipt
        of
        which are hereby acknowledged, the parties agree as follows:

       

      
        	1.	
                Responsibilities

              


      

       

      1.1 
        UHS’
        medical equipment maintenance and repair services specialist sales organization
        (“UHS Specialists”) and members of Intellamed’s sales organization (“Intellamed
        Sales People” or “Person”) will cooperate on a mutually agreed basis to
        identify, promote and close the sale of Programs. Intellamed Sales People
        may
        approach all potential customers for the sale of Programs other than (a)
        current
        customers of UHS for whom UHS is providing Programs or on- site asset management
        services, and (b) potential customers with whom UHS Specialists are conducting,
        and can illustrate, active discussions for the sale of Programs. The manager
        of
        Intellamed Sales People will provide the opportunities for the sale of Programs
        identified by Intellamed Sales People to the manager of UHS Specialists.
        UHS
        Specialists and the Intellamed Sales Person will then cooperatively design
        and
        offer on a mutually agreed basis an appropriate Program through UHS for the
        identified customer under the supervision of their respective managers. For
        each
        Program sold, UHS will pay to Intellamed, and Intellamed will in turn pay
        to the
        involved Intellamed Sales Person, the amount that UHS would pay to its field
        salesperson had the Program been sold through the UHS field sales organization.
        Gross revenue from Programs sold by UHS under this Agreement shall be included
        in Earn-Out Revenue as defined in Section 2.02(a) of the Asset Purchase
        Agreement.

       

      1.2 
        UHS
        shall
        use Intellamed’s AuctionMart website on an exclusive basis for disposing of
        medical equipment over the world wide web on a high bid basis under terms
        and
        conditions (including commissions paid to Intellamed on the sale of UHS owned
        equipment) to be agreed upon between the parties. In addition, UHS and
        Intellamed shall cooperate to identify and promote additional customers for
        Intellamed’s AuctionMart website in connection with the performance of their
        other responsibilities under this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      1.3 
        UHS
        agrees
        to use Intellamed’s Med-RFP website on a nonexclusive basis as a source to
        locate remanufactured or refurbished medical equipment for potential acquisition
        by UHS under terms and conditions (including commissions paid to Intellamed
        on
        the purchase of equipment by UHS) to be agreed upon between the parties.
        

       

      
        	2.	
                Representations
                  and Warranties

              


      

       

      2.1 
        UHS
        hereby
        represents and warrants to Intellamed that:

       

      (a) 
        UHS
        has
        full corporate power and authority to execute and deliver this Agreement
        and to
        take any and all other action necessary to consummate the transactions provided
        for in this Agreement.

       

      (b) 
        The
        execution and delivery of this Agreement and the consummation of the
        transactions contemplated hereby terms do not violate or constitute a default
        under the corporate charter or bylaws of UHS, any law, order, writ, injunction
        or decree of any court, governmental agency or arbitration tribunal, or the
        terms of any other contract or commitment to which UHS is a party or by which
        it
        is bound.

       

      (c) 
        During
        the
        term of this Agreement (as defined in Section 13), UHS shall not enter into
        any
        agreement with a third party that is inconsistent with the provisions of
        this
        Agreement.

       

      (d) 
        UHS
        shall
        comply with all applicable laws and regulations applicable to UHS’s activities
        in furtherance of this Agreement.

       

      2.2 
        Intellamed
        hereby represents and warrants to UHS that:

       

      (a) 
        Intellamed
        has full corporate power and authority to execute and deliver this Agreement
        and
        to take any and all other action necessary to consummate the transactions
        provided for in this Agreement.

       

      (b) 
        The
        execution and delivery of this Agreement and the consummation of the
        transactions contemplated hereby do not violate or constitute a default under
        the corporate charter or bylaws of Intellamed, any law, order, writ, injunction
        or decree of any court, governmental agency or arbitration tribunal, or the
        terms of any other contract or commitment to which Intellamed is a party
        or by
        which it is bound.

       

      (c) 
        During
        the
        term of this Agreement (as defined in Section 13), Intellamed shall not enter
        into any agreement with a third party that is inconsistent with the provisions
        of this Agreement.

       

      (d) 
        Intellamed
        shall comply with all applicable laws and regulations applicable to Intellamed’s
        activities in furtherance of this Agreement.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      
        	3.	
                Confidentiality
                  and Publicity

              


      

       

      
        	
              	3.1	
                Confidentiality.

              


      

       

      (a) 
        In
        connection with their obligations under and pursuant to this Agreement, each
        of
        the parties may disclose to the other certain confidential and proprietary
        information and material (collectively, the "Information").

       

      (b) 
        Each
        recipient agrees that the Information provided to it, whether in written,
        oral,
        encoded, graphic, magnetic, electronic or in any other tangible or intangible
        form, and whether or not labeled as confidential by the discloser, shall
        be
        received and maintained in confidence by recipient; and recipient shall not
        use,
        disclose, reproduce or dispose of such Information in any manner except as
        provided herein. Each recipient agrees to use the Information solely for
        the
        purposes of fulfilling its obligations hereunder and agrees to restrict
        disclosure of the Information solely to its employees and agents who have
        a need
        to know such Information and to advise such persons of their obligations
        of
        confidentiality and non-disclosure hereunder. Further, each recipient shall
        not
        disclose the Information to third parties, including independent contractors
        or
        consultants, without the prior express written consent of the discloser and
        to
        advise such third parties of their obligations of confidentiality and
        non-disclosure hereunder. Each recipient agrees to use reasonable means,
        not
        less than those used to protect its own similar proprietary information,
        to
        safeguard the Information.

       

      (c) 
        The
        obligation of confidentiality set forth in this Section 3.1(c) shall not
        apply
        with respect to any particular portion of the Information if (i) it is in
        the
        public domain at the time of the discloser's communication thereof to recipient;
        (ii) it entered the public domain through no fault of recipient or its
        directors, officers, employees, agents or advisors subsequent to the time
        of the
        discloser's communication thereof to recipient; (iii) it was in recipient's
        possession, free of any obligation of confidentiality, at the time of the
        discloser's communication thereof to recipient; (iv) it was communicated
        to
        recipient free of any obligation of confidence by a third party, which third
        party was free to make such disclosure without breach of any legal obligation,
        subsequent to the time of the discloser's communication thereof to recipient;
        or
        (v) disclosure is legally compelled by deposition, subpoena, or other court
        or
        governmental action, as evidenced by written opinion of legal counsel; provided,
        however, that recipient shall provide the discloser with prompt written notice
        of such disclosure requirement, and recipient shall cooperate with the discloser
        if the discloser seeks to obtain a protective order concerning such Information.
        

       

      
        	
              	3.2	
                Publicity.

              


      

       

      Except
        as
        otherwise provided herein, neither party may make any public statements
        concerning the existence or terms of this Agreement without the approval
        of the
        other party, which approval shall not be unreasonably withheld or delayed,
        or as
        required by law (including, without limitation, public disclosure by UHS
        that it
        believes in good faith is required by applicable law and, in which case UHS
        shall make reasonable efforts to consult with Intellamed prior to such public
        disclosure).

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
      
        	4.	
                Relationship
                  of Parties

              


      

       

      Each
        party
        is an independent contractor. Nothing contained in this Agreement shall be
        construed as creating a joint venture or partnership between the parties.
        Except
        as otherwise expressly provided herein, neither party shall have any right
        or
        power to create any obligation expressed or implied on behalf of the other
        party.

       

      
        	5.	
                Indemnification

              


      

       

      5.1 
        Intellamed
        agrees to indemnify, defend and hold harmless UHS and its affiliates and
        their
        respective officers, directors, successors, assigns, agents and employees
        from
        and against any expense, judgment, cost, loss, damage or liability arising
        out
        of or in connection with any actual or threatened claim, suit, action or
        proceeding of any kind by any third party from (a) any breach of the
        representations, warranties, covenants, agreements or obligations by Intellamed
        hereunder or (b) any gross negligence or intentional misconduct of any of
        the
        Intellamed officers, directors, employees, agents or affiliates in connection
        with the performance hereof.

       

      5.2 
        UHS
        agrees
        to indemnify, defend and hold harmless Intellamed and its affiliates and
        their
        respective officers, directors, successors, assigns, agents and employees
        from
        and against any expense, judgment, cost, loss, damage or liability arising
        out
        or in connection with any actual or threatened claim, suit, action or proceeding
        of any kind by any third party from (a) any breach of the representations,
        warranties, covenants, agreements or obligations by UHS hereunder; or (b)
        any
        gross negligence or intentional misconduct of any of the UHS officers,
        directors, employees, agents or affiliates in connection with the performance
        hereof.

       

      5.3 
        Any
        party
        seeking indemnification hereunder (an "Indemnified
        Party")
        shall
        give the party from whom indemnification is sought (the "Indemnifying
        Party"):
        (a)
        reasonably prompt notice of the relevant claim; provided, however, that failure
        to provide such notice shall not relieve the Indemnifying Party from its
        liability or obligation hereunder except to the extent of any material prejudice
        directly resulting from such failure; (b) reasonable cooperation in the defense
        of such claim; and (c) the right to control the defense and settlement of
        any
        such claim; provided, however, that the Indemnifying Party shall not, without
        the prior written approval of the Indemnified Party, settle or dispose of
        any
        claims in a manner that adversely affects the Indemnified Party's rights
        or
        interest. The Indemnified Party shall have the right to participate in the
        defense at its expense.

       

      5.4 
        EXCEPT
        WITH RESPECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT
        SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
        CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM OR IN CONNECTION
        WITH
        THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE
        AND
        LOST DATA, EVEN IF SUCH PARTY OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED
        OF THE POSSIBILITY OF SUCH DAMAGES.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    
      
        	6.	
                Force
                  Majeure

              


      

       

      Neither
        party shall be liable in any manner for failure or delay of performance of
        all
        or part of this Agreement, directly or indirectly, owing to any disaster,
        act of
        God, act of war, act of hostility against the Untied States or any other
        cause
        of circumstance beyond the reasonable control of such party. The affected
        party,
        however, in the case of such delay or failure, shall give prompt notice to
        the
        other party and shall exert commercially reasonable efforts to remove the
        causes
        or circumstances of nonperformance with reasonable dispatch.

       

      
        	7.	
                Notices

              


      

       

      All
        notices and other communications hereunder shall be in writing and delivered
        by
        personal delivery, overnight courier, mail, electronic facsimile or e-mail
        addressed to the receiving party at the address set forth herein. All such
        communications shall be effective when received.

       

      
        
          	
                  A.

                	
                  If
                    to UHS:

                
	 	 
	 	
                  Universal
                    Hospital Services, Inc.

                
	 	
                  7700
                    France Avenue South

                
	 	
                  Edina,
                    MN 55435-5228

                
	 	
                  Attention:
                    CEO

                
	 	
                  With
                    copies to General Counsel

                
	 	
                  Fax:
                    (952) 893-3237

                
	 	 
	
                  B.

                	
                  If
                    to Intellamed:

                
	 	 
	 	
                  Intellamed,
                    Inc.

                
	 	
                  1716
                    Briarcrest Drive, Suite 800

                
	 	
                  Bryan,
                    TX 77802

                
	 	
                  Attention:
                    CEO

                
	 	
                  Fax
                    (979) 260-7895

                
	 	 
	
                  With
                    a copy to:

                	 
	 	 
	 	
                  Edward
                    T. Laborde Jr., Esq.

                
	 	
                  Winstead
                    Sechrest & Minick P.C.

                
	 	
                  919
                    Milam Street, Suite 2400

                
	 	
                  Houston,
                    TX 77002

                
	 	
                  Fax:
                    (713) 650-2400

                


        

      

    

     

    
      Either
        party may change the address set forth above by notice to the other party
        given
        as provided herein.

       

      
        	8.	
                Third
                  Party Benefit

              


      

       

      Nothing
        in
        this Agreement, express or implied, is intended to confer upon any other
        person
        any rights, remedies, obligations or liabilities of any nature
        whatsoever.

       

      
        	9.	
                Remedies

              


      

       

      The
        parties agree that money damages may not be an adequate remedy for any breach
        of
        the provisions of this Agreement and that either party may, in its discretion,
        apply to any court of law or equity of competent jurisdiction for specific
        performance and injunctive relief in order to enforce or prevent any violations
        this Agreement, and the party against whom such proceeding is brought hereby
        waives the claim or defense that such party has an adequate remedy at law
        and
        agrees not to raise the defense that the other party has an adequate remedy
        at
        law.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    
      
        	10.	
                Review
                  of Books and Records

              


      

       

      Intellamed
        acknowledges that the books and records (including without limitation, memoranda
        and documentation) of Intellamed relating hereto shall be available to UHS
        for
        regular inspection and review. Intellamed grants to UHS the right to examine
        any
        and all invoices and accounting records relating hereto during the term of
        this
        Agreement (as defined in Section 13) kept by, used by or generated by
        Intellamed for a period of one year after the termination of this Agreement.
        In
        the event it becomes necessary for UHS to enforce this Section 10 by
        seeking specific performance, UHS shall be entitled to reimbursement from
        Intellamed for reasonable attorneys’ fees in the pursuit thereof.

       

      
        	11.	
                No
                  Waiver

              


      

       

      The
        waiver
        by either party of any breach of any provision of this Agreement by the other
        party shall not be construed to be either a waiver of that party's rights
        regarding any succeeding breach of any such provision or a waiver of the
        provision itself, nor shall any delay or omission on the part of a party
        to
        exercise or avail itself of any right, power or privilege that it has, or
        may
        have hereunder, operate as a waiver of any right, power or privilege by such
        party.

       

      
        	12.	
                Entire
                  Agreement

              


      

       

      This
        Agreement contains the entire understanding of the parties with respect to
        the
        transactions and matters set forth herein, supersedes all previous agreements
        between them concerning the subject matter hereof, and cannot be amended
        except
        by a writing signed by the parties.

       

      
        	13.	
                Term;
                  Termination

              


      

       

      This
        Agreement shall remain in force for a term of two years from the date first
        above written. This Agreement may be earlier terminated (a) by either party
        upon
        the occurrence of a material breach by the other party if such breach is
        not
        cured within thirty (30) days after written notice is received by the
        non-breaching party that identifies the matter constituting the material
        breach
        or (b) by the mutual agreement of the parties. Sections 3 through 14, 16
        and 18 through 20 of this Agreement shall survive the expiration or earlier
        termination hereof.

       

      
        	14.	
                Assignment

              


      

       

      This
        Agreement may not be assigned by either party without the prior written consent
        of the other party, except that UHS may assign this Agreement upon a change
        of
        control of UHS, meaning (a) any event as a result of which a third party
        that is not an affiliate of UHS becomes the owner of and controls all of
        the
        economic and voting rights associated with ownership of at least 50.1% of
        the
        outstanding capital stock of UHS or (b) any sale or transfer of all or
        substantially all of the assets of UHS. This Agreement shall be binding upon
        and
        inure to the benefit of the parties and their responsible successors and
        any
        permitted assigns.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    
      
        	15.	
                Counterparts

              


      

       

      This
        Agreement may be executed in separate counterparts, each of which shall be
        an
        original and all of which taken together shall constitute one and the same
        Agreement, and any party hereto may execute this Agreement by signing any
        such
        counterpart.

       

      
        	16.	
                Severability

              


      

       

      Whenever
        possible, each provision of this Agreement shall be interpreted in such a
        manner
        as to be effective and valid under applicable law but if any provision of
        this
        Agreement is held to be invalid, illegal or unenforceable under any applicable
        law or rule, the validity, legality and enforceability of the other provisions
        of this Agreement shall not be affected or impaired thereby.

       

      
        	17.	
                Headings

              


      

       

      The
        headings contained in this Agreement are for reference purposes only and
        shall
        not in any way affect the meaning or interpretation of this
        Agreement.

       

      
        	18.	
                Governing
                  Law

              


      

       

      ALL
        MATTERS RELATING TO THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEMENT
        OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
        MINNESOTA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS
        THEREOF.

       

      
        	19.	
                Good
                  Faith

              


      

       

      The
        parties agree to act in good faith with respect to each provision of this
        Agreement and any dispute that may arise related hereto.

       

      
        	20.	
                Additional
                  Documents/Information

              


      

       

      The
        parties agree to sign and provide such additional documents and information
        as
        may reasonably be required to carry out the intent of this Agreement and
        to
        effectuate its purposes.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      IN
        WITNESS
        WHEREOF, the parties hereto have caused this Agreement to be duly executed
        by
        their respective authorized officers as of the day and year first above
        written.

       

      


      
        	
                UNIVERSAL
                  HOSPITAL SERVICES, INC.

                 

                 

                 

                By:
                  ___________________________________

                Name:_________________________________

                Title:__________________________________

              	 	
                INTELLAMED,
                  INC.

                 

                 

                 

                By:_________________________________

                Name:_______________________________

                Title:________________________________

              


      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      F


    

      TRANSITION
        SERVICES AGREEMENT

       

      This
        TRANSITION SERVICES AGREEMENT (this “Agreement”)
        dated
        as of _______, 2007 between Universal Hospital Services, Inc., a Delaware
        corporation (“Buyer”),
        and
        Intellamed, Inc., a Texas corporation (“Seller”).

       

      WHEREAS,
        Seller and Buyer have entered into that certain Asset Purchase Agreement,
        dated
        as of February, 2007 (the “Purchase
        Agreement”),
        pursuant to which Seller has agreed to sell, and Buyer has agreed to purchase,
        the assets of the ICMS division of Seller (the “Division”);
        and

       

      WHEREAS,
        in connection with the transactions contemplated by the Purchase Agreement,
        Seller and Buyer have agreed to enter into this Agreement regarding the
        provision of certain transition services to Buyer on the terms and conditions
        set forth in this Agreement.

       

      NOW,
        THEREFORE, in consideration of the mutual representations, warranties and
        agreements contained in this Agreement, and for other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties agree as follows:

       

      1.
        Definitions.
        Any term
        used herein that is not defined in this Agreement but is defined in the Purchase
        Agreement has the meaning ascribed to it in the Purchase Agreement.

       

      2.
        Transition
        Services.
        Seller
        shall provide the services described below (collectively, the “Transition
        Services”)
        to
        Buyer during the term of this Agreement: 

       

      (a)
        Seller
        Services.
        On the
        terms and subject to the conditions of this Agreement, Seller shall provide
        the
        services to Buyer listed on Schedule
        A,
        in
        substantially the same scope, nature and manner as was provided to the Division
        immediately prior to the Closing Date.

       

      (b)
        Third
        Party Services.
        On the
        terms and subject to the conditions of this Agreement, Seller shall use
        commercially reasonable efforts to cause the services listed on Schedule
        B
        to be
        provided to Buyer, in substantially the same scope, nature and manner as
        was
        provided to the Division immediately prior to the Closing Date by the providers
        that provided such services to the Division immediately prior to the Closing
        Date (collectively, “Third
        Party Services”).
        Buyer
        acknowledges that the provision of Third Party Services may require the consent
        of the relevant providers. If Seller is unable to obtain such consent with
        respect to any particular Third Party Service, then Seller and Buyer shall
        use
        commercially reasonable efforts to arrange for an alternative person or an
        alternative methodology to provide the Third Party Service.

       

      (c)
        IT
        Services.
        Seller
        shall maintain the existing IT server and bandwidth for the S2 system and
        the S2
        system in its current form at its current location consistent with past
        practice. If Buyer wants any upgrades, consulting services, training or any
        other additional services (collectively, “Additional
        Services”)
        beyond
        those that Seller has traditionally provided to the Division with respect
        to the
        S2 system, Seller shall charge, and Buyer shall pay, $100 per hour per person
        providing such Additional Services, plus expenses, subject to Seller personnel
        availability.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      (d)
        Other
        Services.
        During
        the term of this Agreement, Seller shall provide to Buyer any other transition
        services not referenced in subsection (a), (b) or (c) above consistent with
        the
        types of services discussed herein and at levels consistent with the past
        operation of the Division and requested by Buyer in writing with reasonably
        sufficient detail as to the services requested. Any fee to be charged by
        Seller
        for any services provided pursuant to this Section 2(d) shall be equal to
        Seller’s actual cost to provide such Transition Services, including allocable
        overhead and Seller’s reasonable out-of-pocket expenses consistent with past
        practice (collectively, “Seller’s
        Costs”).
        At
        Buyer’s request, Seller shall furnish Buyer with reasonable supporting
        documentation evidencing Seller’s Costs hereunder.

       

      (e)
        Pricing.
        Buyer
        shall pay the respective amounts listed on Schedule
        A
        and
Schedule
        B
        and
        Seller’s Costs for the Transition Services. Seller shall invoice Buyer monthly
        for services rendered through the end of each month. Buyer shall pay all
        invoices in full within 30 days of receipt.

       

      3.
        Standard
        of Performance.
        For
        Transition Services provided directly by Seller, Seller shall perform such
        Transition Services in a timely, competent and workmanlike manner and in
        a
        nature and at levels consistent with Buyer’s past conduct of the Division. For
        Transition Services provided by third parties, Seller shall use commercial
        reasonably efforts to procure or secure such services hereunder and shall
        use
        commercial reasonably efforts to ensure that such services are provided by
        such
        third parties in a timely, competent and workmanlike manner and in a nature
        and
        at levels consistent with Buyer’s past conduct of its business. 

       

      4.
        Terms
        and
        Termination.

       

      (a)
        The
        term
        of this Agreement shall commence on the date hereof and continue until the
        earlier to occur of (i) the first anniversary of the Closing Date or
        (ii) 30 days after written notice that Buyer not longer needs the
        Transition Services.

       

      (b)
        Buyer
        may
        terminate this Agreement in whole or with respect to any one or more Transition
        Services at any time without cause upon 10 days’ prior written notice. Such
        termination shall not extinguish Buyer’s obligation for payment for Transition
        Services actually rendered under this Agreement prior to such
        termination.

       

      (c)
        If
        either
        party hereto becomes bankrupt or insolvent, or makes an assignment for the
        benefit of creditors, or if a receiver is appointed to take charge of its
        property and such proceeding is not vacated or terminated within thirty days
        after its commencement or institution, the other party may immediately terminate
        this Agreement by written notice. Any such termination shall be without
        prejudice to accrued rights of the terminating party, and to other rights
        and
        remedies for default. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      5. 
        Representation
        and Warranty.
        Seller
        hereby represents and warrants to Buyer that Seller (a) is not excluded,
        suspended or otherwise ineligible to participate in any federal or state
        health
        care program or in any state or federal procurement/non-procurement program;
        (b)
        has received no notice that the government proposes to exclude or debar it
        from
        participation in any federal or state health care program or
        procurement/non-procurement program and (c) is not the subject of or otherwise
        part of any ongoing federal or state health care investigation. In the event
        that any term or provision of this Section 5 ceases to be accurate during
        the
        term of this Agreement (as defined in Section 4), Seller shall immediately
        give written notice thereof to Buyer.

       

      6. 
        Miscellaneous.

       

      (a) 
        Force
        Majeure.
        Neither
        party shall be liable in any manner for failure or delay of performance of
        all
        or part of this Agreement (other than the payment of money), directly or
        indirectly, owing to any disaster, act of God, act of war, act of hostility
        against the Untied States or any other cause of circumstance beyond the
        reasonable control of either party. The affected party, however, in the case
        of
        such delay or failure, shall give prompt notice to the other party and shall
        exert commercially reasonable efforts to remove the causes or circumstances
        of
        nonperformance with reasonable dispatch.

       

      (b) 
        Independent
        Contractor.
        Seller
        shall perform the Transition Services under this Agreement as an independent
        contractor and as such shall have and maintain exclusive control over all
        its
        own employees, agents, subcontractors and operations. Seller shall not be,
        act
        as, purport to act as or be deemed to be Buyer’s agent, representative, employee
        or servant.

       

      (c) Sales
        Taxes.
        Any
        sales, use, transaction, excise or similar tax imposed on or measured by
        the
        rendering of the Transition Services shall be the responsibility of Buyer.
        All
        other taxes arising from Transition Services shall be paid by
        Seller.

       

      (d) 
        Entire
        Agreement.
        This
        Agreement (including the Schedules referred to herein) contains the entire
        understanding between the parties with respect to Transition Services and
        supersedes any prior understandings, agreements or representations, written
        or
        oral, relating to the subject matter hereof.

       

      (e) 
        Counterparts.
        This
        Agreement may be executed in separate counterparts, each of which shall be
        an
        original and all of which taken together shall constitute one and the same
        Agreement, and any party hereto may execute this Agreement by signing any
        such
        counterpart.

       

      (f) 
        Severability.
        Whenever
        possible, each provision of this Agreement shall be interpreted in such a
        manner
        as to be effective and valid under applicable law but if any provision of
        this
        Agreement is held to be invalid, illegal or unenforceable under any applicable
        law or rule, the validity, legality and enforceability of the other provision
        of
        this Agreement shall not be affected or impaired thereby.

       

      (g) 
        Assignment.
        This
        Agreement and the rights and obligations of the parties hereunder shall not
        be
        assignable, in whole or in part, by either party without the prior written
        consent of the other party, except that Buyer may assign this Agreement and
        all
        rights and obligations of the parties upon a change of control of Buyer,
        meaning
        (i) any event as a result of which a third party that is not an affiliate
        of Buyer becomes the owner of and controls all of the economic and voting
        rights
        associated with ownership of at least 50.1% of the outstanding capital stock
        of
        Buyer or (ii) any sale or transfer of all or substantially all of the
        assets of Buyer.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
      (h) 
        Modification,
        Amendment, Waiver or Termination.
        No
        provision of this Agreement may be modified, amended, waived or terminated
        except by an instrument in writing signed by the parties to this Agreement.
        No
        course of dealing between the parties shall modify, amend, waive or terminate
        any provision of this Agreement or any rights or obligations of any party
        under
        or by reason of this Agreement.

       

      (i) 
        Notices.
        All
        notices, consents, requests, instructions, approvals or other communications
        provided for herein shall be in writing and delivered by personal delivery,
        overnight courier, mail, electronic facsimile or e-mail addressed to the
        receiving party at the address set forth herein. All such communications
        shall
        be effective when received.

       

      
        
          	
                  If
                    to Seller:

                	 
	 	 
	 	
                  Intellamed,
                    Inc.

                
	 	
                  1716
                    Briarcrest Drive, Suite 800

                
	 	
                  Bryan,
                    TX 77802

                
	 	
                  Attention:
                    CEO

                
	 	
                  Fax:
                    (979) 260-7895

                
	 	 
	
                  With
                    a copy to:

                	 
	 	 
	 	
                  Edward
                    T. Laborde Jr., Esq.

                
	 	
                  Winstead
                    Sechrest & Minick P.C.

                
	 	
                  919
                    Milam Street, Suite 2400

                
	 	
                  Houston,
                    TX 77002

                
	 	
                  Fax:
                    (713) 650-2400

                
	 	 
	
                  If
                    to Buyer:

                	 
	 	 
	 	
                  Universal
                    Hospital Services, Inc.

                
	 	
                  7700
                    France Avenue South

                
	 	
                  Edina,
                    MN 55435-5228

                
	 	
                  Attention:
                    CEO

                
	 	
                  With
                    copies to General Counsel

                
	 	
                  Fax:
                    (952) 893-3237

                


        

      

    

     

    
      Any
        party
        may change the address set forth above by notice to each other party given
        as
        provided herein.

       

      (j) 
        Headings.
        The
        headings contained in this Agreement are for reference purposes only and
        shall
        not in any way affect the meaning or interpretation of this
        Agreement.

       

      (k) 
        Governing
        Law.
        ALL
        MATTERS RELATING TO THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEMENT
        OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
        MINNESOTA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS
        THEREOF.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    

      (l) 
        Third-Party
        Benefit.
        Nothing
        in this Agreement, express or implied, is intended to confer upon any other
        person any rights, remedies, obligations or liabilities of any nature
        whatsoever.

       

      (m) Jurisdiction
        and Venue.
        THIS
        AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR STATE COURT SITTING IN
        MINNESOTA, AND EACH PARTY CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH
        COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUM IS NOT CONVENIENT.
        IF ANY
        PARTY COMMENCES ANY ACTION UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY
        OR
        INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT IN ANOTHER
        JURISDICTION OR VENUE, ANY OTHER PARTY TO THIS AGREEMENT SHALL HAVE THE OPTION
        OF TRANSFERRING THE CASE TO THE ABOVE-DESCRIBED VENUE OR JURISDICTION OR,
        IF
        SUCH TRANSFER CANNOT BE ACCOMPLISHED, TO HAVE SUCH CASE DISMISSED WITHOUT
        PREJUDICE.

       

      (n) 
        Waiver
        of
        Jury Trial.
        EACH
        PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
        PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
        CONTEMPLATED HEREBY.

       

      (o) 
        Remedies.
        The
        parties agree that money damages may not be an adequate remedy for any breach
        of
        the provisions of this Agreement and that any party may, in its discretion,
        apply to any court of law or equity of competent jurisdiction for specific
        performance and injunctive relief in order to enforce or prevent any violations
        this Agreement, and any party against whom such proceeding is brought hereby
        waives the claim or defense that such party has an adequate remedy at law
        and
        agrees not to raise the defense that the other party has an adequate remedy
        at
        law.

       

      (p) 
        Expenses.
        Except
        as otherwise expressly provided for herein, each party shall pay its own
        expenses (including brokers’, finders’, attorneys’ and accountants’ fees) in
        connection with the negotiation of this Agreement, the performance of its
        respective obligations hereunder and the consummation of the transactions
        contemplated by this Agreement (whether consummated or not).

       

      (q) 
        Advice
        of
        Counsel.
        Each
        party acknowledges that it has been advised by counsel in the negotiation,
        execution and delivery of this agreement.

       

      (r) 
        No
        Waiver.
        No delay
        on the part of either party in exercising any right hereunder shall operate
        as a
        waiver of such right. No waiver, express or implied, by either party of any
        right or any breach of the other party shall constitute a waiver of any other
        right or breach thereby.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    
      

        
          	 	
                  UNIVERSAL
                    HOSPITAL SERVICES, INC.

                   

                  By:
                    ______________________________________________

                  Name:
                    ____________________________________________

                  Title:
                    _____________________________________________

                   

                  INTELLAMED,
                    INC.

                   

                  By:
                    ______________________________________________

                  Name:
                    ____________________________________________

                  Title:
                    _____________________________________________ 

                


        

      

       

      
        
          
          

        

        
          6