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                                                                    Exhibit 10.2

                   AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

     This Amendment No. 1 to Stock Purchase Agreement (this "Amendment"), dated
as of October 17, 2003, among Universal Hospital Services, Inc., a Delaware
corporation (the "Company"), J.W. Childs Equity Partners III, L.P., a Delaware
limited partnership ("JWC Equity Partners III"), JWC Fund III Co-invest LLC, a
Delaware limited liability company (together with JWC Equity Partners III,
"Childs"), Halifax Capital Partners, L.P., a Delaware limited partnership
(together with Childs, the "Investors"), and the individuals listed as
Management Holders on the signature pages hereof (the "Management Holders"),
amends the Stock Purchase Agreement, dated as of September 26, 2003, among the
Company, the Investors and the Management Holders (the "Stock Purchase
Agreement"). Capitalized terms used and not otherwise defined herein shall have
the meanings set forth in the Stock Purchase Agreement.

     WHEREAS, the Company wishes to sell up to 33,000 additional shares of
Common Stock (the "Additional Shares") to members of the Company's management
and other key employees (the "New Investors") on the terms and conditions set
forth in the Stock Purchase Agreement and herein;

     WHEREAS, prior to the Second Closing (as defined below), the Company shall
have identified the New Investors and the number of Additional Shares to be
purchased by each;

     WHEREAS, the Company desires to issue and sell the Additional Shares to the
New Investors on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:

1.   Amendments to Stock Purchase Agreement

     1.1  The first paragraph of the Stock Purchase Agreement is hereby amended
such that the New Investors are included in the definitions of "Purchasers" and
"Management Holders" for all purposes of the Stock Purchase Agreement and this
Amendment, except as expressly set forth herein.

     1.2  The first recital of the Stock Purchase Agreement is hereby amended to
read in its entirety as follows:

               "WHEREAS, the Company has authorized the sale and
          issuance of up to 4,678,833.33 shares of its Common Stock
          (the "Shares");

     1.3  Article 1 of the Stock Purchase Agreement is hereby amended to add the
following definitions, in proper alphabetical order:

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               "'Additional Shares' - an aggregate of 33,000 shares of
          Common Stock to be sold to the New Investors pursuant to
          this Agreement, as amended, which comprise a portion of the
          Shares."

               "'New Investors' - those individuals who execute and
          deliver a joinder agreement in substantially the form of
          Exhibit H and purchase Additional Shares at the Second
          Closing."

               "'Second Closing' - as defined in Section 2.3."

     1.4  Section 2.3 of the Stock Purchase Agreement is hereby amended to read
in its entirety as follows:

          "Closings. The closing of the sale and purchase of the
          Shares (other than the Additional Shares) under this
          Agreement (the "Closing") shall take place at 10:00 a.m. on
          the date that is two (2) Business Days following the
          satisfaction (or waiver by the appropriate party or parties)
          of the conditions set forth in Sections 7 and 8 hereof (the
          "Closing Date"), at the offices of Kaye Scholer LLP, 425
          Park Avenue, New York, New York 10022, or at such other time
          or place as the Company and the Purchasers (other than the
          New Investors) may mutually agree. At the Closing, subject
          to the terms and conditions hereof, the Company will deliver
          to each Purchaser (other than the New Investors) a
          certificate representing the number of Shares purchased by
          such Purchaser from the Company, as set forth on Schedule 1,
          against payment by or on behalf of such Purchaser of the
          purchase price therefor, as set forth on Schedule 1, by wire
          transfer of immediately available funds. The closing of the
          sale and purchase of the Additional Shares under this
          Agreement (the "Second Closing") shall take place at 10:00
          a.m. on October 28, 2003, at the offices of Dorsey & Whitney
          LLP, 50 South Sixth Street, Minneapolis, Minnesota 55402, or
          at such other time or place as the Company and the New
          Investors may mutually agree. At the Second Closing, subject
          to the terms and conditions hereof, the Company will deliver
          to each New Investor a certificate representing the number
          of Additional Shares purchased by such New Investor from the
          Company against payment by or on behalf of such New Investor
          of the purchase price therefor by wire transfer of
          immediately available funds or other method agreed between
          such New Investor and the Company."

     1.5  Section 2.5 of the Stock Purchase Agreement is hereby amended such
that each reference therein to the "Purchasers" shall mean all of the Purchasers
other than the New Investors, and each reference therein to the "Shares" shall
mean the Shares other than the Additional Shares.

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     1.6  The Stock Purchase Agreement is hereby amended by adding a new Section
2.6 thereto which shall read in its entirety as follows:

          "2.6 Second Closing. At the Second Closing, each New
          Investor will deliver to the Company:

               (a)  payment of the aggregate purchase price for the
          Additional Shares to be purchased by such New Investor, as
          set forth opposite such New Investor's name on Schedule 1,
          by wire transfer to an account (or accounts) specified by
          the Company in writing or other method agreed between such
          New Investor and the Company;

               (b)  the Stockholders Agreement duly executed by such
          New Investor; and

               (c)  a certificate executed by such New Investor
          representing and warranting to the Company that (a) each of
          such New Investor's representations and warranties that
          contains an express materiality qualification was accurate
          and complete in all respects as of the date of this
          Agreement and is accurate and complete in all respects on
          the Closing Date as if made on the Closing Date (unless the
          representations and warranties address matters as of a
          particular date, in which case they shall be true and
          correct in all respects as of such date) and (b) all of the
          other representations and warranties of such New Investor
          were accurate and complete in all material respects as of
          the date of this Agreement and are accurate and complete in
          all material respects on the Closing Date as if made on the
          Closing Date (unless the representations and warranties
          address matters as of a particular date, in which case they
          shall be true and correct in all material respects as of
          such date)."

     1.7  Article 7 of the Stock Purchase Agreement is hereby amended such that
each reference therein to the "Purchasers" shall mean all of the Purchasers
other than the New Investors, and each reference therein to the "Shares" shall
mean the Shares other than the Additional Shares.

     1.8  The Stock Purchase Agreement is hereby amended to add a new Article 7A
which shall read in its entirety as follows:

          "7A. Conditions Precedent to the Second Closing. The New
          Investors' obligation to purchase the Additional Shares and
          to take the other actions required to be taken by the New
          Investors at the Second Closing, and the Company's
          obligation to sell the Additional Shares and to take the
          other actions required to be taken by the Company at the
          Second Closing, are subject to the satisfaction, at or prior
          to the Second Closing, of each of the following conditions
          (any

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          of which may be waived by the New Investors or the Company,
          as the case may be, in whole or in part):

               7A.1 The Closing shall have occurred.

               7A.2 The Repurchases shall have been made."

     1.9  Article 9 of the Stock Purchase Agreement is hereby amended such that
each reference therein to the "Purchasers" shall mean all of the Purchasers
other than the New Investors, and each reference therein to the "Shares" shall
mean the Shares other than the Additional Shares.

     1.10 Section 11.7 of the Stock Purchase Agreement is hereby amended to add
the following at the end of such Section:

          "The foregoing notwithstanding, each New Investor, by
          purchasing Additional Shares and executing and delivering a
          joinder agreement substantially in the form of Exhibit H
          hereto, shall be added as a party to this Agreement with all
          the rights and obligations of a "Management Holder" and a
          "Purchaser" hereunder without the need for any party other
          than the Company to consent to such addition. Schedule 1
          shall thereupon be updated to reflect the addition of such
          New Investor as a Purchaser. The Company shall give written
          notice of such addition, including copies of such joinder
          agreements and of Schedule 1 as so revised, to each other
          Purchaser."

     1.11 The Stock Purchase Agreement is hereby amended to add Exhibit H
thereto, which shall be in the form of Exhibit 1.11 hereto.

2.   Miscellaneous

     2.1  Except as herein expressly amended, the Stock Purchase Agreement is
hereby ratified and confirmed in all respects and shall remain in full force and
effect in accordance with its terms.

     2.2  All references to the Stock Purchase Agreement in the Stock Purchase
Agreement and the other documents and instruments delivered pursuant to or in
connection therewith (including, without limitation, each Joinder Agreement)
shall mean the Stock Purchase Agreement as amended hereby and as may in the
future be amended, restated, supplemented or modified from time to time.

     2.3  This Amendment may be executed by the parties hereto individually or
in combination, in two or more counterparts, each of which shall be an original
and all of which shall constitute one and the same agreement.

     2.4  Delivery of an executed counterpart of a signature page by telecopier
shall be effective as delivery of a manually executed counterpart.

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     2.5  This Amendment will be governed by the laws of the State of New York
without regard to conflicts of law principles.

     2.6  The parties hereto shall, at any time and from time to time following
the execution of this Amendment, execute and deliver all such further
instruments and take all such further action as may be reasonably necessary or
appropriate in order to carry out the provisions of this Amendment.

                                    * * * * *

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     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
as of the date first written above.

                                        UNIVERSAL HOSPITAL SERVICES, INC.


                                        By:   Gary D. Blackford
                                             -----------------------------------
                                             Name:   Gary D. Blackford
                                             Title:  President and Chief
                                                     Executive Officer


                                        J.W. CHILDS EQUITY PARTNERS III, L.P.


                                        By:  J.W. Childs Advisors III, L.P.,
                                             General Partner
                                        By:  J.W. Childs Associates, L.P.,
                                             General Partner
                                        By:  J.W. Childs Associates, Inc.,
                                             General Partner


                                        By:   Steven G. Segal
                                             -----------------------------------
                                             Name:   Steven G. Segal
                                             Title:  Vice President


                                        JWC FUND III CO-INVEST, LLC


                                        By:  J.W. Childs Associates, L.P.,
                                             Manager
                                        By:  J.W. Childs Associates, Inc.,
                                             General Partner


                                        By:   Steven G. Segal
                                             -----------------------------------
                                             Name:   Steven G. Segal
                                             Title:  Vice President


                                        HALIFAX CAPITAL PARTNERS, L.P.


                                        By:  Halifax GenPar, L.P.
                                        By:  The Halifax Group, L.L.C.


                                        By:   Brent D. Williams
                                             -----------------------------------
                                             Name:   Brent D. Williams
                                             Title:  Principal & Vice President


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                                        MANAGEMENT HOLDERS


                                        ----------------------------------------
                                        Gary D. Blackford






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                                                                    Exhibit 1.11

                                Joinder Agreement

         The undersigned is executing and delivering this Joinder Agreement
pursuant to the Stock Purchase Agreement, dated as of September 26, 2003, as
amended by that Amendment No. 1 to Stock Purchase Agreement, dated as of October
17, 2003 (as so amended, the "Purchase Agreement"), among Universal Hospital
Services, Inc., a Delaware corporation (the "Company"), and the Purchasers
signatory thereto.

         By executing and delivering this Joinder Agreement to the Company, the
undersigned hereby agrees to become a party to, to be bound by, and to comply
with the provisions of the Purchase Agreement in the same manner as if the
undersigned were an original signatory to such agreement as a Purchaser and a
Management Holder. In connection therewith, effective as of the date hereof, the
undersigned hereby makes the representations and warranties contained in the
Purchase Agreement except as otherwise specified below (check either or both, if
applicable):

                  I do not have substantial experience in evaluating and
                  investing in private placement transactions of the securities
                  of business entities similar to the Company, as represented in
                  Section 4.3 of the Purchase Agreement, and accordingly, do not
                  make the representations contained in that Section.

                  I am not an "accredited investor," as represented in Section
                  4.3(d) of the Purchase Agreement. ("Accredited investor" is
                  defined in Attachment A to this Joinder Agreement.)

         Accordingly, the undersigned has executed and delivered this Joinder
Agreement as of the __ day of October, 2003.





                                               ---------------------------------
                                               Signature of Purchaser

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                                  Attachment A

                         Accredited Investor Definition

         "Accredited investor" means any person who comes within any of the
following categories, or who the Company reasonably believes comes within any of
the following categories, at the time of the sale of the securities to that
person:

         (1) Any director, executive officer or general partner of the Company;

         (2) Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds $1,000,000; or

         (3) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year.

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