Exhibit 10.13


    Exhibit
      10.13

    UNIVERSAL
      HOSPITAL SERVICES, INC.

    STOCK
      OPTION AGREEMENT

    (Nonqualified
      Stock Option)

    


    STOCK
      OPTION AGREEMENT
      (this
“Option
      Agreement”)
      entered
      into as of ____________, by and between Universal Hospital Services, Inc.,
      a
      Delaware corporation (the “Company”),
      and
      ____________ (the “Optionee”).

     

    WHEREAS,
      the
      Company has decided to grant the Optionee a non-qualified stock option to
      acquire shares of the Company’s common stock, $0.01 par value per share
      (“Shares”),
      in
      accordance with the Universal Hospital Services, Inc. 2003 Stock Option Plan
      (the “Plan”);
      and

     

    WHEREAS,
      the
      Optionee desires to accept such option subject to the terms and conditions
      of
      this Option Agreement. 

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and of the mutual covenants and agreements
      contained herein, the Company and the Optionee, intending to be legally bound,
      hereby agree as follows:

     

    1.  Grant
      of Option.
      As of
      _____________ (the “Grant
      Date”),
      the
      Company grants to the Optionee a nonqualified stock option (the “Option”)
      to
      purchase all (or any part) of _______ Shares on the terms and conditions
      hereinafter set forth. This Option is not intended to be treated as an incentive
      stock option under Section 422 of the Internal Revenue Code of 1986, as
      amended (the “Code”).

     

    2.  Exercise
      Price.
      The
      exercise price (“Exercise
      Price”)
      for the
      Shares covered by the Option shall be $___ per share.

     

    3.  Exercisability.
      

     

    (a)  Fixed
      Vesting Options.
      This
      Option shall become exercisable with respect to ___ Shares upon each of
      __________, __________, __________, and __________. All Options subject to
      vesting pursuant to this Section 3(a) (the “Fixed
      Vesting Options”)
      shall
      become exercisable upon a Change in Control (as defined in Section 14(b)) if
      the
      Optionee continues to be an employee (or a director or consultant, as
      applicable) of the Company or any Subsidiary at such time, to the extent not
      then exercisable.

     

    (b)  Target
      Vesting Options.
      This
      Option shall become exercisable with respect to up to ____ Shares (the
“Annual
      Eligible Shares”)
      following the completion of each of the fiscal years ending December 31, _____,
      _____, _____, _____ and _____ upon and to the extent of the Company’s attainment
      of the Targets set forth on Schedule I attached hereto and incorporated herein
      (“Schedule
      I”)
      in
      accordance with the other terms specified in Schedule I. As a point of
      clarification, if all of the Targets set forth on Schedule I attached hereto
      are
      met or exceeded, Options to purchase an aggregate of ____ Shares shall become
      exercisable following the completion of the applicable Target time periods
      pursuant to this subsection 3(b). Notwithstanding the foregoing, provided that
      (i) Optionee shall continue to be an employee, director or consultant of
      the Company or a Subsidiary, and (ii) the Company shall not have
      (A) merged or consolidated with another corporation or other entity,
      whether or not the Company is the surviving entity, or (B) liquidated or
      sold or otherwise disposed of all or substantially all of its assets to another
      entity, or (C) been subject to a Change in Control, then this Option shall
      become exercisable with respect to all of the Shares subject to vesting pursuant
      to this Section 3(b) (the “Target
      Vesting Options”)
      on the
      eighth (8th)
      anniversary of the Grant Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    4.  Term
      of
      Options.

     

    (a)  Each
      Option shall expire on the tenth anniversary of the Grant Date, unless
      terminated earlier pursuant to subsections 4(b) and 4(c) below.

     

    (b)  If
      the
      Optionee is terminated from his or her employment/consultancy for Cause (as
      defined in Section 14) or voluntarily terminates his employment/consultancy
      with
      the Company at any time without Good Reason (as defined Section 14) or, if
      the
      Optionee is a director, the Optionee is removed as a director for Cause (as
      defined in Section 14), the Option shall terminate on the date of such
      termination of employment, whether or not then fully exercisable.

     

    (c)  If
      the
      Optionee dies, is Disabled (as defined in Section 14) while an
      employee/consultant/director, or is terminated without Cause, or terminates
      for
      Good Reason, or, if the Option is a director, is removed without Cause or
      otherwise resigns as a director, any portion of the Option that is not then
      fully exercisable shall terminate immediately; provided, however, that the
      Board
      of Directors or committee appointed by the Board of Directors for purposes
      of
      administration and operation of the Plan (the “Committee”)
      shall
      have the discretion to vest any Options that are not exercisable. Any portion
      of
      the Option that is then exercisable shall terminate on the 90th day following
      such termination of employment.

     

    5.  Manner
      of Exercise of Option.

     

    (a)  The
      Optionee may exercise the Option or portion thereof by giving written notice
      to
      the Company stating the number of Shares (which shall not be less than 100,
      unless the total Shares purchased constitute the total number of Shares
      remaining subject to the Option) to be purchased and accompanied by payment
      in
      full of the Exercise Price for such Shares. Payment shall be in cash by wire
      transfer of immediately available funds to an account specified by the Company
      by a certified or bank cashier’s check payable to the Company, or at any time
      Shares are registered under Section 12 of the Securities Exchange Act of 1934,
      as amended, by means of a “cashless exercise” approved by the Committee, in
      which a broker: (i) transmits the Exercise Price for any Shares to the
      Company in cash or acceptable cash equivalents, either (A) against the
      Optionee’s notice of exercise and the Company’s confirmation that it will
      deliver to the broker stock certificates issued in the name of the broker for
      at
      least that number of Shares having a fair market value equal to the Exercise
      Price therefor, or (B) as the proceeds of a margin loan to the Optionee; or
      (ii) agrees to pay the Exercise Price therefor to the Company in cash or
      acceptable cash equivalents upon the broker’s receipt from the Company of stock
      certificates issued in the name of the broker for at least that number of Shares
      having a fair market value equal to the Exercise Price therefor. The Optionee’s
      written notice of exercise of the Option pursuant to a “cashless exercise”
procedure must include the name and address of the broker involved, a clear
      description of the procedure, and such other information or undertaking by
      the
      broker as the Committee shall reasonably require. Upon such purchase, delivery
      of a certificate for paid-up, non-assessable Shares shall be made at the
      principal office of the Company to the Optionee (or the person entitled to
      exercise the Option pursuant to Section 7), not more than 10 days from the
      date
      of receipt of the notice by the Company.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    (b)  Notwithstanding
      Section 5(a) of this Option Agreement, the Company may delay the issuance of
      Shares covered by the Option and the delivery of a certificate for such Shares
      until one of the following conditions is satisfied: (i) the Shares purchased
      pursuant to the Option are at the time of the issuance of such Shares
      effectively registered or qualified under applicable federal and state
      securities laws or (ii) such Shares are exempt from registration and
      qualification under applicable federal and state securities laws.

     

    6.  Administration.
      This
      Option Agreement shall be administered by the Committee pursuant to the Plan.
      The Committee shall be authorized to interpret this Option Agreement and to
      make
      all other determinations necessary or advisable for the administration of this
      Option Agreement. The determinations of the Committee in the administration
      of
      this Option Agreement, as described herein, shall be final and conclusive.
      Each
      of the Chief Executive Officer, the Chief Financial Officer and the Senior
      Vice
      President, Human Resources of the Company shall be authorized to implement
      this
      Option Agreement in accordance with its terms and to take such actions of a
      ministerial nature as shall be necessary to effectuate the intent and purposes
      thereof.

     

    7.  Non-Transferability.
      Subject
      to the terms of the Stockholders Agreement (as defined below), the right of
      the
      Optionee to exercise the Option shall not be assignable or transferable by
      the
      Optionee otherwise than by will or the laws of descent and distribution, and
      such Shares may be purchased during the lifetime of the Optionee only by him
      (or
      his legal representative in the event that the Optionee is Disabled). Any other
      such transfer shall be null and void and without effect upon any attempted
      assignment or transfer, except as hereinabove provided, including without
      limitation any purported assignment, whether voluntary or by operation of law,
      pledge, hypothecation or other disposition contrary to the provisions hereof,
      or
      levy of execution, attachment, trustee process or similar process, whether
      legal
      or equitable, upon the Option.

     

    8.  Representation
      Letter and Investment Legend.

     

    (a)  In
      the
      event that for any reason the Shares to be issued upon exercise of an
      exercisable Option shall not be effectively registered under the Securities
      Act
      of 1933, as amended (the “1933
      Act”),
      upon
      any date on which the Option is exercised, the Optionee (or the person
      exercising the Option pursuant to Section 7) shall give a written representation
      to the Company in the form attached hereto as Exhibit A, and the Company shall
      place the legend described on Exhibit A, upon any certificate for the
      Shares issued by reason of such exercise.

     

    (b)  The
      Company shall be under no obligation to qualify Shares or to cause a
      registration statement or a post-effective amendment to any registration
      statement to be prepared for the purposes of covering the issue of Shares;
      provided, that the Company will use its reasonable best efforts to comply with
      any available exemption from registration and qualification of the Shares under
      applicable federal and state securities laws.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    9.  Adjustments
      upon Changes in Capitalization.

     

    (a)  In
      the
      event that the outstanding Shares are changed into or exchanged for a different
      number or kind of shares or other securities of the Company or of another
      corporation by reason of any reorganization, merger, consolidation,
      recapitalization, reclassification, stock split-up, combination of shares,
      or
      dividends payable in capital stock, appropriate adjustment shall be made in
      the
      number and kind of shares, and the Exercise Price therefor, as to which the
      Option, to the extent not theretofore exercised, shall be
      exercisable.

     

    (b)  Unless
      otherwise determined by the Committee in its sole discretion, in the case of
      a
      Change in Control (as hereinafter defined) of the Company, the purchaser(s)
      of
      the Company’s assets or stock may, in his, her or its discretion, deliver to the
      Optionee, to the extent that the Option has become exercisable, the same kind
      of
      consideration (net of the Exercise Price for such Shares) that is delivered
      to
      the stockholders of the Company as a result of the Change in Control, or the
      Committee may, in its sole determination, cancel the Option, to the extent
      not
      theretofore exercised, in exchange for consideration in cash or in kind, which
      consideration in either case shall be equal in value to the value of those
      shares of stock or other consideration the Optionee would have received had
      the
      Option been exercised (to the extent the Option has become exercisable but
      not
      been exercised) and no disposition of the Shares acquired upon such exercise
      been made prior to the Change in Control, less the Exercise Price therefor.
      Upon
      receipt of such consideration by the Optionee, the Option shall immediately
      terminate and be of no further force and effect, with respect to both
      exercisable and unexercisable portions thereof. The value of the stock or other
      securities the Optionee would have received if the Option had been exercised
      shall be determined in good faith by the Committee. 

     

    (c)  Upon
      dissolution or liquidation of the Company, the Option shall terminate, but
      the
      Optionee (if at such time an Employee or consultant) shall have the right,
      immediately prior to filing of a certificate of dissolution or liquidation,
      to
      exercise any then exercisable Options. 

     

    (d)  No
      fraction of a Share shall be purchasable or deliverable upon the exercise of
      the
      Option, but in the event any adjustment hereunder of the number of shares
      covered by the Option shall cause such number to include a fraction of a share,
      such fraction shall be adjusted to the nearest smaller whole number of
      shares.

     

    10.  No
      Employment Rights Conferred.
      Nothing
      contained in this Option Agreement shall be construed or deemed by any person
      under any circumstances to bind the Company or any of its subsidiaries to
      continue the employment of the Optionee for the period within which this Option
      may be exercisable or for any other period.

     

    11.  Rights
      as a Stockholder.
      The
      Optionee shall have no rights as a stockholder with respect to any Shares which
      may be purchased upon the exercisability of this Option unless and until a
      certificate or certificates representing such Shares are duly issued and
      delivered to the Optionee. Except as otherwise expressly provided herein, no
      adjustment shall be made for dividends or other rights for which the record
      date
      is prior to the date the stock certificate is issued.

     

    12.  Withholding
      Taxes.
      The
      Optionee hereby agrees, as a condition to any exercise of the Option, to provide
      to the Company an amount sufficient to satisfy its obligation to withhold
      federal, state and local taxes arising by reason of such exercise (the
“Withholding
      Amount”),
      if
      any, by (a) authorizing the Company to withhold the Withholding Amount from
      his cash compensation, or (b) remitting the Withholding Amount to the Company
      in
      cash; provided that, to the extent that the Withholding Amount is not provided
      by one or a combination of such methods, the Company may at its election
      withhold from the Shares delivered upon exercise of the Option that number
      of
      Shares having a fair market value (in the good faith judgment of the Committee)
      equal to the Withholding Amount.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    13.  Execution
      of Stockholders Agreement.
      The
      Optionee acknowledges that he has previously executed and delivered the
      stockholders agreement by and among the Company and the stockholders of the
      Company named therein (the “Stockholders
      Agreement”).
      The
      Optionee further agrees that this Option Agreement, the Option and all Shares
      acquired by him upon exercise of the Option will be subject to the terms and
      conditions of the Stockholders Agreement, as the same may be amended or modified
      in accordance with its terms.

     

    14.  Definitions.
      The
      following terms shall have the following meanings when used in this Agreement
      and Schedule I to this Agreement:

     

    (a)  “Cause,”
shall
      have the meaning set forth in the executed written employment agreement, offer
      letter or term sheet between the Optionee and the Company (or a subsidiary
      thereof) or, in the absence of such employment agreement, offer letter or term
      sheet, the occurrence of any of the following during the term of the Optionee’s
      employment with the Company (or a subsidiary thereof):

     

    (i)  the
      Optionee has failed to perform substantially his duties or has performed his
      duties negligently;

     

    (ii)  the
      Optionee has committed any serious crime or offense, as determined by the Board
      of Directors or the Committee in their respective sole discretion;

     

    (iii)  the
      Optionee has failed or refused to comply with any oral or written policy or
      directive of the Committee;

     

    (iv)  the
      Optionee has breached any provision or covenant contained in this Option
      Agreement.

     

    (b)  “Change
      in Control”
shall
      mean when (i) any person, or any two or more persons acting as a group, and
      all
      affiliates of such person or persons (a “Group”)
      (other
      than any person or Group affiliated with J.W. Childs Associates L.P.), who
      prior
      to such time beneficially owned less than 50% of the then outstanding capital
      stock of the Company shall acquire shares of the Company’s capital stock in one
      or more transactions or series of transactions, including by merger, and after
      such transaction or transactions such person or Group and affiliates
      beneficially own 50% or more of the Company’s outstanding capital stock, or (ii)
      the Company shall sell all or substantially all of its assets to any Group
      (other than any person or Group affiliated with J.W. Childs Associates L.P.)
      which, immediately prior to the time of such transaction, beneficially owned
      less than a majority of the then outstanding capital stock of the Company.
      

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    (c)  “Disabled”
shall
      have the meaning set forth in the executed written employment agreement, offer
      letter or term sheet between the Optionee and the Company (or a subsidiary
      thereof) or, in the absence of such employment agreement, offer letter or term
      sheet, the Optionee shall be deemed to have become “Disabled”
if,
      during the term of the Optionee’s employment with the Company (or a subsidiary
      thereof), the Optionee shall become physically or mentally disabled, whether
      totally or partially, either permanently or so that the Optionee, in the good
      faith judgment of the Committee, is unable substantially and competently to
      perform his duties on behalf of the Company (or a subsidiary thereof) for a
      period of 90 consecutive days or for 90 days during any six month period during
      the term of employment. In order to assist the Committee in making that
      determination, the Optionee shall, as reasonably requested by the Committee,
      (i)
      make himself available for medical examinations by one or more physicians chosen
      by the Committee and (ii) grant to the Committee and any such physicians access
      to all relevant medical information concerning him, arrange to furnish copies
      of
      his medical records to the Committee and use his best efforts to cause his
      own
      physicians to be available to discuss his health with the
      Committee.

     

    (d)  “EBITDA”
shall
      have the meaning set forth in Schedule I. 

     

    (e)  “Good
      Reason,”
with
      respect to the Optionee, shall have the meaning attributed to it under the
      executed written employment agreement, offer letter or term sheet between the
      Optionee and the Company (or a subsidiary thereof) or, in the absence of such
      employment agreement, offer letter or term sheet, “Good
      Reason”
shall
      be
      deemed to have occurred if, other than for Cause, during the term of the
      Optionee's employment with the Company (or a subsidiary thereof) the Optionee's
      base salary has been reduced or the method under which the Optionee’s bonus is
      calculated has been amended in a manner materially adverse to the Optionee,
      other than in connection with a reduction of executive compensation imposed
      by
      the Committee generally on management employees in response to negative
      financial results or other adverse circumstances affecting the Company or its
      subsidiaries.

     

    (f)  “Person”
shall
      mean an individual, corporation, partnership, limited liability company, trust,
      unincorporated association, government or any agency or political subdivision
      thereof, or any other entity.

     

    15.  Governing
      Law.
      This
      Option Agreement shall be governed by the laws of the State of Delaware, without
      regard to any conflicts of law principles thereof that would call for the
      application of the laws of any other jurisdiction. Any action or proceeding
      seeking to enforce any provision of, or based on any right arising out of,
      this
      Option Agreement may be brought against either of the parties in the courts
      of
      the State of Delaware, or if it has or can acquire jurisdiction, in the United
      States District Court for the District of Delaware, and each of the parties
      hereby consents to the jurisdiction of such courts (and of the appropriate
      appellate courts) in any such action or proceeding and waives any objection
      to
      venue laid therein. Process in any action or proceeding referred to in the
      preceding sentence may be served on any party anywhere in the world, whether
      within or without the State of Delaware.

     

    16.  Incorporation
      of Terms of Plan.
      This
      Option Agreement shall be interpreted under, and in accordance with, all of
      the
      terms and provisions of the Plan, which are incorporated herein by reference.
      

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Stock Option Agreement to be executed, by its officer
      thereunto duly authorized, and the Optionee has executed this Stock Option
      Agreement, all as of the day and year first above written.

     

     

    
      	
              UNIVERSAL
                HOSPITAL SERVICES, INC.

            	 	
              OPTIONEE

            
	 	 	 
	 	 	_______________________________________________________
	By:_____________________________________________________	 	Name:
	
              Name:
                Gary D. Blackford

            	 	 
	Title:
              President & CEO	 	Address:
	 	 	_______________________________________________________
	 	 	_______________________________________________________
	 	 	_______________________________________________________
	
               

            	 	Telecopier
              Number:__________________________________________________________
	 	 	
              Social
                Security
                Number:_______________________________________________________

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    


    SCHEDULE
      I

     

    TARGET
      VESTING SCHEDULE

     

    (a)  Subject
      to
      adjustment as provided in (b) and (f) below, for each of the Target Periods
      specified below, if the Company’s EBITDA (as defined below) in any such Target
      Period is equal to or greater than the Base EBITDA Target for such Target Period
      as specified below, the Target Vesting Options will vest and be exercisable
      with
      respect to the Annual Eligible Shares. If the Company’s EBITDA for any Target
      Period exceeds 90% of the Base EBITDA Target for such Target Period, then the
      amount of Target Vesting Options that will vest for each such Target Period
      will
      be that percentage of the Annual Eligible Shares determined according to a
      linear extrapolation of the amount by which the Company’s EBITDA exceeds 90% of
      the Base EBITDA Target, such that achievement of 91% of the Base EBITDA Target
      would result in vesting of 10% of the Annual Eligible Shares and achievement
      of
      100% or more of the Base EBITDA Target would result in vesting of 100% of Annual
      Eligible Shares.

     

    TABLE
      A

     

    
      	
              Target
                Period

            	
              Annual
                Eligible Shares

            	
              Base

              EBITDA
                Target

              (000’s)

            	
              Maximum
                Capital 

              Expenditures

              (000’s)

            
	
              Fiscal
                2007

            	
              20%
                of Target Vesting Shares

            	
              $110,000

            	
              $77,900

            
	
              Fiscal
                2008

            	
              20%
                of Target Vesting Shares

            	
              $125,000

            	
              $92,300

            
	
              Fiscal
                2009

            	
              20%
                of Target Vesting Shares

            	
              $141,000

            	
              $109,000

            
	
              Fiscal
                2010

            	
              20%
                of Target Vesting Shares

            	
              $159,000

            	
              $126,000

            
	
              Fiscal
                2011

            	
              20%
                of Target Vesting Shares

            	
              $179,000

            	
              $145,000

            


    

    


    Notwithstanding
      the foregoing, 

     

    (i)  Excess
      EBITDA in any Target Period then ended (i.e., the amount by which EBITDA for
      such Target Period exceeds the Base EBITDA Target for such Target Period) may
      be
      carried back to the prior Target Period to permit vesting of Annual Eligible
      Shares not previously vested, provided that (A) cumulative EBITDA for all Target
      Periods then ended exceeds the 90% of the cumulative Base EBITDA Targets for
      all
      Target Periods then ended and (B) the Annual Eligible Shares from the prior
      Target Period shall vest in a linear extrapolation of the amount by which the
      Company’s cumulative EBITDA for all Target Periods then ended exceeds 90% of the
      cumulative Base EBITDA Targets for such periods, such that achievement of 91%
      of
      the cumulative Base EBITDA Targets would result in vesting of 10% of the Annual
      Eligible Shares not previously vested and achievement of 100% or more of the
      cumulative Base EBITDA Targets would result in vesting of 100% of Annual
      Eligible Shares not previously vested; and

     

    (ii)  if
      (A) for
      the fiscal year ended December 31, 2011 (the “Final
      Target Period”),
      EBITDA
      exceeds the Base EBITDA Target for the Final Target Period and (B) the
      cumulative EBITDA for all five Target Periods exceeds the cumulative Base EBITDA
      Targets for all five periods, then the Target Vesting Options shall become
      exercisable with respect to 100% of the Shares (to the extent not theretofore
      vested in accordance with this Schedule I).

     

    
      
        
        

      

      
        
          SCHEDULE
            I-1

        

        
          

        

      

      
        
        

      

    

     

    (b)  Base
      EBITDA Targets will be adjusted by the Committee in good faith (i) in the event
      that the Company’s capital expenditures for the Target Period exceed the Maximum
      Capital Expenditures specified for that Target Period (provided that if the
      Company spends less than the Maximum Capital Expenditures for a Target Period,
      then such amount of “under spent” capital expenditures can be applied to the
      next succeeding Target Period to increase the Maximum Capital Expenditures
      permitted for such succeeding Target Period) and (ii) in the event the Company
      acquires or merges with any other company and such acquisition or merger does
      not qualify as a Change in Control of the Company, to take into account the
      additional EBITDA expected to be generated by the recently acquired business
      for
      Target Periods ending after the date of such acquisition or merger.


     

    (c)  In
      the
      event a Change in Control of the Company occurs before the end of the fiscal
      year ending December 31, 2011, and the Optionee is still employed/retained
      by
      the Company at such time, any Target Vesting Options subject to vesting for
      Target Periods ending after such Change in Control shall become exercisable
      to
      the same extent and in the same percentage as the percentage of Target Vesting
      Options that had previously become exercisable bears to the percentage of Target
      Vesting Options that were eligible to become exercisable in all preceding fiscal
      years (e.g., if 50% of the eligible options had become vested in the Target
      Periods prior to a Change in Control, then 50% of the unvested options relating
      to Target Periods after the Change in Control would become vested). 

     

    (d)  

     

    (i)  Upper
      Threshold:
      In the
      event that on or prior to December 31, 2010, J.W. Childs Equity Partners III,
      L.P. (“Childs”)
      and its
      affiliates and Halifax Capital Partners, L.P. each receive a net cash return
      (after dilution from all options) on their total investment in the Company
      resulting in an amount of cash at least equal to the multiple of their total
      investment in the Company (the “Actual Ratio”) equal to or greater than the
      Upper Threshold for the applicable time period below, all Target Vesting Options
      will become exercisable to the extent not then exercisable:

    

      
        	
                Upper
                  Threshold

              	
              
	 	 
	
                2.50
                  Times

              	
                On
                  or before 12/31/08

              
	 	 
	
                2.85
                  Times

              	
                On
                  or after 01/01/09 but before 1/1/10

              
	 	 
	
                3.25
                  Times

              	
                On
                  or after 01/01/10 but before 1/1/11

              


      

       

    

    (ii)
      Lower
      Threshold:
      In the
      event that on or prior to December 31, 2010, J.W. Childs Equity Partners III,
      L.P. (“Childs”)
      and its
      affiliates and Halifax Capital Partners, L.P. each receive a net cash return
      (after dilution from all options) on their total investment in the Company
      resulting in an amount of cash at least equal to the multiple of their total
      investment in the Company (the “Actual Ratio”) equal to or greater than the
      Lower Threshold for the applicable time period below, but less than the Upper
      Threshold above, the unvested Target Vesting Options will become exercisable
      as
      set forth in the formula below: 

     


    
      
        
        

      

      
        
          SCHEDULE
            I-2

        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Lower
                  Threshold

              	
              
	 	 
	
                2.00
                  Times

              	
                On
                  or before 12/31/08

              
	 	 
	
                2.35
                  Times

              	
                On
                  or after 01/01/09 but before 1/1/10

              
	 	 
	
                2.75
                  Times

              	
                On
                  or after 01/01/10 but before 1/1/11

              


      

       

    

    Formula: 
      .5
      (TVO) +
      (.5 (TVO) ((AR-LT)/(UT-LT))) - PVTO = incremental vested TVO

    

      
        	
                Where: 
                  

              	TVO=
                total Target Vesting Options 
	 	
                AR
                  =
                  Actual Ratio

              
	 	
                LT
                  =
                  Lower Threshold for the applicable time period

              
	 	
                UT=
                  Upper Threshold for the applicable time period

              
	 	
                PVTO
                  = Number of previously vested
                  TVOs

              


      



    If
      the
      formula result (incremental vested TVO) is negative, there will be no increase
      or decrease in vested Target Vesting Options.

     

    (e)  “EBITDA”
      shall
      mean
      consolidated earnings of the Company and its subsidiaries, including equity
      in
      the earnings from non-consolidated subsidiaries, before interest, taxes,
      depreciation, amortization, board fees and expenses, non-cash stock compensation
      or option expense and other similar charges, unusual and non-recurring items
      approved by the board or Committee and the management fees paid to J.W. Childs
      Associates, L.P. and Halifax Capital Partners, L.P., or any of their respective
      affiliates, and after deduction of all operating expenses, minority interest
      expenses and incentive compensation, all as calculated in accordance with
      generally accepted accounting principles consistently applied, as reflected
      in
      the Company's audited consolidated financial statements. For purposes of
      calculating EBITDA, in the event that the Company makes an acquisition or
      disposition of any assets or business, the Committee, in good faith, shall
      adjust EBITDA for any fiscal year to include or exclude on a pro forma basis,
      as
      applicable, the EBITDA for such assets or business for the period of time the
      assets or business are not owned by the Company for the fiscal year in which
      the
      assets or business are acquired or sold. 

     

    
      
        
        

      

      
        
          SCHEDULE
            I-3

        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    TO

    STOCK
      OPTION AGREEMENT

     

    


     

    In
      connection with the purchase by me of _____ shares of common stock, $0.01 par
      value per share, of Universal Hospital Services, Inc., a Delaware corporation
      (the “Company”)
      under
      the nonqualified stock option granted to me pursuant to that certain Stock
      Option Agreement dated ____________ (the “Option
      Agreement”),
      I
      hereby acknowledge that I have been informed as follows:

     

    1.    The
      shares
      of common stock of the Company to be issued to me upon exercise of said option
      have not been registered under the Securities Act of 1933, as amended (the
      “Act”), and accordingly, must be held indefinitely unless such shares are
      subsequently registered under the Act, or an exemption from such registration
      is
      available.

     

    2.    Routine
      sales of securities made in reliance upon Rule 144 under the Act can be made
      only after the holding period and in limited amounts in accordance with the
      terms and conditions provided by that Rule, and with respect to which that
      Rule
      is not applicable, registration or compliance with some other exemption under
      the Act will be required.

     

    3.    The
      Company is under no obligation to me to register the shares or to comply with
      any such exemptions under the Act, other than as set forth in the Stockholders
      Agreement referenced and defined in paragraph 13 of the Option Agreement (the
      “Stockholders
      Agreement”).

     

    4.    The
      availability of Rule 144 is dependent upon adequate current public information
      with respect to the Company being available and, at the time that I may desire
      to make a sale pursuant to the Rule, the Company may neither wish nor be able
      to
      comply with such requirement.

     

    5.    The
      shares
      of common stock of the Company to be issued to me upon the exercise of said
      option are subject to the terms and conditions, including restrictions on
      transfer, of the Stockholders Agreement.

     

    In
      consideration of the issuance of certificates for the shares to me, I hereby
      represent and warrant that I am acquiring such shares for my own account for
      investment, and that I will not sell, pledge, hypothecate or otherwise transfer
      such shares in the absence of an effective registration statement covering
      the
      same, except as permitted by an applicable exemption under the Act. In view
      of
      this representation and warranty, I agree that there may be affixed to the
      certificates for the shares to be issued to me, and to all certificates issued
      hereafter representing such shares (until in the opinion of counsel, which
      opinion must be reasonably satisfactory in form and substance to counsel for
      the
      Company, it is no longer necessary or required) a legend as
      follows:

     

    
      
        
        

      

      
        
          EXHIBIT
            A-1

        

        
          

        

      

      
        
        

      

    

     

     

    “The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (the “Act”),
      and
      may not be sold, transferred, offered for sale, pledged or hypothecated in
      the
      absence of an effective registration statement as to the securities under the
      Act or an opinion of counsel satisfactory to the corporation and its counsel
      that such registration is not required.”

     

    “The
      securities represented by this certificate are subject to the terms and
      conditions, including restrictions on transfer, of a Stockholders Agreement
      among the Universal Hospital Services, Inc. and its stockholders dated as of
      October 17, 2003, as amended from time to time, a copy of which is on file
      at
      the principal office of the corporation.”

     

    I
      further
      agree that the Company may place a stop order with its transfer agent,
      prohibiting the transfer of such shares, so long as the legend remains on the
      certificates representing the shares.

     

    I
      hereby
      represent and warrant that: My financial situation is such that I can afford
      to
      bear the economic risk of holding the shares issued to me upon exercise of
      said
      option for an indefinite period of time, I have no need for liquidity with
      respect to my investment and have adequate means to provide for my current
      needs
      and personal contingencies, and can afford to suffer the complete loss of my
      investment in such shares.

     

    (a)    I
      am
      either (please check one of the following):

     

    
      	
              1.

            	______	
              an
                “accredited investor” within the meaning of Rule 501(a) under the Act, a
                copy of which is annexed hereto as Annex
                I,
                and I, either alone or with my purchaser representative (as such
                term is
                defined in Rule 501 under the Act), have such knowledge and experience
                in
                financial and business matters that I am capable of evaluating the
                merits
                and risks of my investment in the shares issued to me upon exercise
                of
                said option. I have indicated the appropriate categories that apply
                to me
                in Annex
                I
                hereto.

            
	 	 	 
	
              2.

            	______	
              not
                an “accredited investor” within the meaning of Rule 501(a) under the Act,
                as I do not fulfill any of the categories set forth in Annex
                I,
                but I have such knowledge and experience in financial and business
                matters
                that I am capable of evaluating the merits and risks of my investment
                in
                the shares issued to me upon exercise of said
                option.

            


    

     

    (b)    I
      have
      been afforded the opportunity to ask questions of, and to receive answers from,
      the Company and its representatives concerning the shares issued to me upon
      exercise of said option and to obtain any additional information I have deemed
      necessary.

     

    (c)    I
      have a
      high degree of familiarity with the business, operations, financial condition
      and prospects of the Company.

     

    
      	 	
              Very
                truly yours,

            
	 	
            
	 	Name


    


    
      
        
        

      

      
        
          EXHIBIT
            A-2

        

        
          

        

      

      
        
        

      

    


    ANNEX
      I

     

    The
      following are “accredited investors” for purposes of the offering and sale of
      Shares.

     

    Please
      check all of the following categories that you fulfill.

     

    
      	
              a.

            	______ 	
              a
                bank as defined in section 3(a)(2) of the Securities Act or a savings
                and
                loan association or other institution as defined in section 3(a)(5)(A)
                of
                the Securities Act, whether acting in its individual or fiduciary
                capacity; broker or dealer registered pursuant to section 15 of the
                Securities Exchange Act of 1934, as amended; insurance company as
                defined
                in section 2(13) of the Securities Act; investment company registered
                under the Investment Company Act of 1940, as amended, or a business
                development company as defined in section 2(a)(48) of the Investment
                Company Act of 1940, as amended; Small Business Investment Company
                licensed by the U.S. Small Business Administration under section
                301(c) or
                (d) of the Small Business Investment Act of 1958; plan established
                and
                maintained by a state, its political subdivisions, or any agency
                or
                instrumentality of a state or its political subdivisions, for the
                benefit
                of its employees, if such plan has total assets in excess of $5,000,000;
                employee benefit plan within the meaning of the Optionee Retirement
                Income
                Security Act of 1974, as amended, if the investment decision is made
                by a
                plan fiduciary, as defined in section 3(21) of such act, which plan
                fiduciary is either a bank, savings and loan association, insurance
                company, or registered investment adviser, or if the employee benefit
                plan
                has total assets in excess of $5,000,000 or, if a self-directed plan,
                with
                investment decisions made solely by persons that are accredited
                investors;

            
	
              b.

            	______	
              a
                private business development company as defined in section 202(a)(22)
                of
                the Investment Advisers Act of 1940, as amended;

            
	
              c.

            	______ 	
              an
                organization described in section 501(c)(3) of the Internal Revenue
                Code
                of 1986, as amended (the “Code”),
                a corporation, Massachusetts or similar business trust, or a partnership,
                not formed for the purpose of acquiring the Securities offered, with
                total
                assets in excess of $5,000,000;

            
	
              d.

            	______ 	
              a
                director or an executive officer of Universal Hospital Services,
                Inc.;

            
	
              e.

            	______	
              a
                natural person whose individual net worth, individually or together
                with
                his or her spouse, exceeds
                $1,000,000;

            


    


    
      
        
        

      

      
        
          EXHIBIT
            A-3

        

        
          

        

      

      
        
        

      

    


    


    
      	
              f.

            	______	
              (i)a
                natural person who had an individual income* 
                in
                excess of $200,000 in both of the past two years and who reasonably
                expects reaching the same income level in the current year;
                or

            
	 	 	
              (ii)a
                natural person who had a joint income*  with
                his or her spouse in excess of $300,000 in both of the past two years
                and
                who reasonably expects reaching the same income level
                in the current year;

            
	
              g.

            	______	
              a
                trust, with total assets in excess of $5,000,000, not formed for
                the
                specific purpose of acquiring the Securities offered, whose purchase
                is
                directed by a person who either alone or with his purchaser representative
                has such knowledge and experience in financial and business matters
                that
                he or she is capable of evaluating the merits and risks of the prospective
                investment, or Universal Hospital Services, Inc. reasonably believes
                immediately prior to making any sale that such person comes within
                this
                definition;

            
	
              h.

            	______	
              an
                entity in which all of the equity owners are accredited investors
                meeting
                one or more of the tests under subparagraphs (a) - (g).

            
	 	 	 


    

    


    
      
         

         

         

         

        ____________________________________________

         

        
          	* 	For
                  all investors, the term “individual income” means adjusted gross income as
                  reported for federal income tax purposes, less any income attributable
                  to
                  a spouse or to property owned by a spouse, increased by the following
                  amounts (but not included any amounts attributable to a spouse
                  or to
                  property owned by a spouse), and the term “joint income” means adjusted
                  gross income as reported for federal income tax purposes, including
                  any
                  income attributable to a spouse or to a property owned by a spouse,
                  increased by the following amounts (including any amounts attributable
                  to
                  a spouse or to property owned by a spouse): (i) the amount of any
                  interest
                  income received which is tax exempt under section 103 of the Code;
                  (ii)
                  the amount of losses claimed as a limited partner in a limited
                  partnership
                  (as reported on Schedule E of Form 1040); and (iii) any deduction
                  claimed
                  for depletion under section 611 et
                  seq.
                  of
                  the Code.
	 	 
	*	For
                  all investors, the term “individual income” means adjusted gross income as
                  reported for federal income tax purposes, less any income attributable
                  to
                  a spouse or to property owned by a spouse, increased by the following
                  amounts (but not included any amounts attributable to a spouse
                  or to
                  property owned by a spouse), and the term “joint income” means adjusted
                  gross income as reported for federal income tax purposes, including
                  any
                  income attributable to a spouse or to a property owned by a spouse,
                  increased by the following amounts (including any amounts attributable
                  to
                  a spouse or to property owned by a spouse): (i) the amount of any
                  interest
                  income received which is tax exempt under section 103 of the Code;
                  (ii)
                  the amount of losses claimed as a limited partner in a limited
                  partnership
                  (as reported on Schedule E of Form 1040); and (iii) any deduction
                  claimed
                  for depletion under section 611 et seq. of the
                  Code. 


        

         

        

          EXHIBIT
            A-4