<PAGE>
                                                                     EXHIBIT 4.6

                                                                  EXECUTION COPY



                        UNIVERSAL HOSPITAL SERVICES, INC.

                          10.125% SENIOR NOTES DUE 2011


                 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



                                                                October 17, 2003
Goldman, Sachs & Co.
  As representative of the several Purchasers
  named in Schedule I to the Purchase Agreement
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

      Universal Hospital Services, Inc. a Delaware corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) an aggregate of
$260,000,000 principal amount of its 10.125% Senior Notes due 2011, which will
be unconditionally guaranteed by certain of the Company's future subsidiaries
required to be Guarantors under the Indenture (as defined herein), if any. As an
inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company agrees with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:

      1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

      "Base Interest" shall mean the interest that would otherwise accrue on the
      Securities under the terms thereof and the Indenture, without giving
      effect to the provisions of this Agreement.

      The term "broker-dealer" shall mean any broker or dealer registered as
      such under the Exchange Act.

      "Closing Date" shall mean the date hereof.

      "Commission" shall mean the United States Securities and Exchange
      Commission, or any other federal agency at the time administering the
      Exchange Act or the Securities Act, whichever is the relevant statute for
      the particular purpose.

      "Effective Time," in the case of (a) an Exchange Registration, shall mean
      the time and date as of which the Commission declares the Exchange
      Registration Statement effective or as of which the Exchange Registration
      Statement otherwise becomes effective and (b) a Shelf Registration, shall
      mean the time and date as of which the Commission declares the
<PAGE>
      Shelf Registration Statement effective or as of which the Shelf
      Registration Statement otherwise becomes effective.

            "Electing Holder" shall mean any holder of Registrable Securities
      that has returned a completed and signed Notice and Questionnaire to the
      Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, or
      any successor thereto, and the rules and regulations of the Commission
      promulgated thereunder, all as the same shall be amended from time to
      time.

            "Exchange Offer" shall have the meaning assigned thereto in Section
      2(a) hereof.

            "Exchange Registration" shall have the meaning assigned thereto in
      Section 3(c) hereof.

            "Exchange Registration Statement" shall have the meaning assigned
      thereto in Section 2(a) hereof.

            "Exchange Securities" shall have the meaning assigned thereto in
      Section 2(a) hereof.

            "Guarantors" shall have the meaning assigned thereto in the
      Indenture.

            The term "holder" shall mean each of the Purchasers and other
      persons who acquire Registrable Securities from time to time (including
      any successors or assigns), in each case for so long as such person owns
      any Registrable Securities.

            "Indenture" shall mean the Indenture, dated as of October 17, 2003,
      between the Company and Wells Fargo Bank, National Association, as trustee
      (the "Trustee"), as the same shall be amended from time to time.

            "Notice and Questionnaire" means a Notice of Registration Statement
      and Selling Securityholder Questionnaire substantially in the form of
      Exhibit A hereto.

            The term "person" shall mean any individual, corporation,
      association, partnership, limited liability company, trust or
      unincorporated organization, business, individual, government or political
      subdivision thereof or governmental agency.

            "Purchase Agreement" shall mean the Purchase Agreement, dated as of
      October 17, 2003, between the Purchasers and the Company relating to the
      Securities.

            "Purchasers" shall mean the Purchasers named in Schedule I to the
      Purchase Agreement.

            "Registrable Securities" shall mean each Security until the earlier
      to occur of: (a) the date on which such Security has been exchanged by a
      person other than a broker-dealer for an Exchange Security in the Exchange
      Offer; (b) following the exchange by a broker-dealer in the Exchange Offer
      of a Security for an Exchange Security, the date on which such Exchange
      Security is sold to a purchaser who receives from such broker-dealer on or
      prior to the date of such sale a copy of the prospectus contained in the
      Exchange Registration Statement; (c) the date on which such Security has
      been effectively registered under the Securities Act and disposed of in
      accordance with the Shelf Registration Statement; or (d) the date on which
      such Security is distributed to the public pursuant to Rule 144.

            "Registration Default" shall have the meaning assigned thereto in
      Section 2(c) hereof.
<PAGE>
            "Registration Expenses" shall have the meaning assigned thereto in
      Section 4 hereof.

            "Resale Period" shall have the meaning assigned thereto in Section
      2(a) hereof.

            "Restricted Holder" shall mean (a) a holder that is an affiliate of
      the Company within the meaning of Rule 405, (b) a holder who acquires
      Exchange Securities outside the ordinary course of such holder's business,
      (c) a holder who has arrangements or understandings with any person to
      participate in the Exchange Offer for the purpose of distributing Exchange
      Securities and (d) a holder that is a broker-dealer, but only with respect
      to Exchange Securities received by such broker-dealer pursuant to an
      Exchange Offer in exchange for Registrable Securities acquired by the
      broker-dealer directly from the Company.

            "Rule 144," "Rule 144A," "Rule 405" and "Rule 415" shall mean, in
      each case, such rule promulgated under the Securities Act (or any
      successor provision), as the same shall be amended from time to time.

            "Securities" shall mean, collectively, the 10.125% Senior Notes due
      2011 of the Company to be issued and sold to the Purchasers, and
      securities issued in exchange therefor or in lieu thereof pursuant to the
      Indenture. Each Security is entitled to the benefit of the guarantees
      provided for in the Indenture (the "Guarantees") and, unless the context
      otherwise requires, any reference herein to a "Security," an "Exchange
      Security" or a "Registrable Security" shall include a reference to the
      related Guarantees.

            "Securities Act" shall mean the Securities Act of 1933, or any
      successor thereto, and the rules and regulations of the Commission
      promulgated thereunder, all as the same shall be amended from time to
      time.

            "Shelf Registration" shall have the meaning assigned thereto in
      Section 2(b) hereof.

            "Shelf Registration Statement" shall have the meaning assigned
      thereto in Section 2(b) hereof.

            "Special Interest" shall have the meaning assigned thereto in
      Section 2(c) hereof.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
      any successor thereto, and the rules, regulations and forms promulgated
      thereunder, all as the same shall be amended from time to time.

            Unless the context otherwise requires, any reference herein to a
      "Section" or "clause" refers to a Section or clause, as the case may be,
      of this Exchange and Registration Rights Agreement, and the words
      "herein," "hereof" and "hereunder" and other words of similar import refer
      to this Exchange and Registration Rights Agreement as a whole and not to
      any particular Section or other subdivision.

            2. Registration Under the Securities Act.

            (a) Except as set forth in Section 2(b) below, the Company agrees to
      file, and to cause the Guarantors, if any, to file, under the Securities
      Act, as soon as practicable, but no later than 90 days after the Closing
      Date, a registration statement relating to an offer to exchange (such
      registration statement, the "Exchange Registration Statement", and such
      offer, the "Exchange Offer") any and all of the Registrable Securities for
      a like aggregate principal amount of debt securities issued by the Company
      and guaranteed by the Guarantors, if any, which debt securities and
      guarantees are substantially identical to the Securities and the
<PAGE>
      related Guarantees, respectively (and are entitled to the benefits of a
      trust indenture which is substantially identical to the Indenture or is
      the Indenture and which has been qualified under the Trust Indenture Act)
      (other than such changes to the Indenture or any such trust indenture as
      are necessary to comply with any requirements of the Commission to effect
      or maintain the qualification thereof under the Trust Indenture Act or
      which eliminate the transfer restrictions on the Securities or provisions
      for the payment of additional interest contemplated in Section 2(c)
      below), except that they have been registered pursuant to an effective
      registration statement under the Securities Act and do not contain a
      restrictive legend or provisions for the additional interest contemplated
      in Section 2(c) below (such new debt securities hereinafter called
      "Exchange Securities"). The Company agrees to use, and to cause the
      Guarantors, if any, to use, all commercially reasonable efforts to cause
      the Exchange Registration Statement to become effective under the
      Securities Act as soon as practicable, but no later than 210 days after
      the Closing Date. The Exchange Offer will be registered under the
      Securities Act on the appropriate form and will comply with all applicable
      tender offer rules and regulations under the Exchange Act. The Company
      further agrees to use, and to cause the Guarantors, if any, to use, all
      commercially reasonable efforts to (A) complete the Exchange Offer
      promptly, but no later than 30 business days after such Exchange
      Registration Statement has become effective, or such later date as is
      required by the Securities Act, (B) hold the Exchange Offer open for at
      least 20 business days and (C) exchange Exchange Securities for all
      Registrable Securities that have been properly tendered and not withdrawn
      on or prior to the expiration of the Exchange Offer. The Exchange Offer
      will be deemed to have been "completed" only if the debt securities and
      related guarantees received by holders other than Restricted Holders in
      the Exchange Offer for Registrable Securities are, upon receipt,
      transferable by each such holder without restriction under the Securities
      Act and the Exchange Act and without material restrictions under the blue
      sky or securities laws of a substantial majority of the States of the
      United States of America. The Exchange Offer shall be deemed to have been
      completed upon the earlier to occur of (i) the Company having exchanged
      the Exchange Securities for all outstanding Registrable Securities
      pursuant to the Exchange Offer and (ii) the Company having exchanged,
      pursuant to the Exchange Offer, Exchange Securities for all Registrable
      Securities that have been properly tendered and not withdrawn before the
      expiration of the Exchange Offer. Each holder who participates in the
      Exchange Offer will be required to represent (i) that any Exchange
      Securities received by it will be acquired in the ordinary course of its
      business, (ii) that at the time of the consummation of the Exchange Offer,
      such holder will have no arrangement or understanding with any Person to
      participate in the distribution of the Exchange Securities, (iii) that
      such holder is not an affiliate of the Company or any Guarantor within the
      meaning of the Securities Act, and (iv) any additional representations
      that in the written opinion of counsel to the Company are necessary under
      then-existing rules or regulations (or interpretations thereof) of the
      Commission in order for the Exchange Registration Statement to be declared
      effective. The Company agrees (x) to include in the Exchange Registration
      Statement a prospectus for use in any resales by any holder of Exchange
      Securities that is a broker-dealer and (y) to use all commercially
      reasonable efforts to keep such Exchange Registration Statement effective
      for a period (the "Resale Period") beginning when Exchange Securities are
      first issued in the Exchange Offer and ending upon the earlier of the
      expiration of the 180th day after the Exchange Offer has been completed or
      such time as such broker-dealers are no longer required to comply with the
      prospectus delivery requirements in connection with offers and sales of
      the Exchange Securities. With respect to such Exchange Registration
      Statement, such holders shall have the benefit of the rights of
      indemnification and contribution set forth in Sections 6(a), (c), (d) and
      (e) hereof.
<PAGE>
            (b) If (i) the Company and the Guarantors, if any, are not required
      to file the Exchange Registration Statement, (ii) the Company and the
      Guarantors, if any, are not permitted to consummate the Exchange Offer
      because the Exchange Offer is not permitted by applicable law or
      Commission policy or (iii) any holder of Registrable Securities notifies
      the Company prior to the 20th day following consummation of the Exchange
      Offer that: (a) it is prohibited by law or Commission policy from
      participating in the Exchange Offer; (b) it may not resell the Exchange
      Securities acquired by it in the Exchange Offer to the public without
      delivering a prospectus and the prospectus contained in the Exchange
      Registration Statement is not appropriate or available for such resales or
      (c) it is a broker-dealer and owns Exchange Securities acquired directly
      from the Company or an affiliate of the Company, the Company and the
      Guarantors, if any, shall, in lieu of conducting the Exchange Offer
      contemplated by Section 2(a) hereof, file under the Securities Act as soon
      as practicable, but no later than the later of 45 days after the time such
      obligation to file arises, a "shelf" registration statement providing for
      the registration of, and the sale on a continuous or delayed basis by the
      holders of, all of the Registrable Securities, pursuant to Rule 415 or any
      similar rule that may be adopted by the Commission (such filing, the
      "Shelf Registration" and such registration statement, the "Shelf
      Registration Statement"). The Company agrees to use, and to cause the
      Guarantors, if any, to use, all commercially reasonable efforts (x) to
      cause the Shelf Registration Statement to become or be declared effective
      no later than 90 days after such obligation arises and to keep such Shelf
      Registration Statement continuously effective for a period ending on the
      earlier of the second anniversary of the Effective Time or such time as
      there are no longer any Registrable Securities outstanding, provided,
      however, that no holder shall be entitled to be named as a selling
      securityholder in the Shelf Registration Statement or to use the
      prospectus forming a part thereof for resales of Registrable Securities
      unless such holder is an Electing Holder, and (y) on no more than one
      occasion after the Effective Time of the Shelf Registration Statement,
      promptly upon the request of any holder of Registrable Securities that is
      not then an Electing Holder (1) mail the Notice and Questionnaire to all
      holders of Registrable Securities that are not then Electing Holders and
      (2) not more than 60 nor less than 45 days after mailing the Notice and
      Questionnaire, take any action reasonably necessary to enable any such
      holders providing a completed and signed Notice and Questionnaire to the
      Company to use the prospectus forming a part of the Shelf Registration
      Statement for resales of Registrable Securities, including, without
      limitation, any action necessary to identify such holder as a selling
      security holder in the Shelf Registration Statement, provided, however,
      that nothing in this Clause (y) shall relieve any such holder of the
      obligation to return a completed and signed Notice and Questionnaire to
      the Company in accordance with Section 3(d)(iii) hereof, provided,
      further, that the failure of a Shelf Registration Statement to remain
      effective due to the filing of any amendment to such Shelf Registration
      Statement pursuant to this Clause (y) shall not constitute a Registration
      Default (as defined below) or a breach of this Exchange and Registration
      Rights Agreement, so long as the Company uses all commercially reasonable
      efforts to cause such Shelf Registration Statement, as so amended, to be
      declared effective as soon as reasonably practicable. The Company further
      agrees to supplement or make amendments to the Shelf Registration
      Statement, as and when required by the rules, regulations or instructions
      applicable to the registration form used by the Company and the
      Guarantors, if any, for such Shelf Registration Statement or by the
      Securities Act for shelf registration, and the Company agrees to furnish
      to each Electing Holder copies of any such supplement or amendment prior
      to its being used or promptly following its filing with the Commission.

            (c) In the event that (i) the Company and the Guarantors have not
      filed the Exchange Registration Statement or Shelf Registration Statement
      on or before the date on which such registration statement is required to
      be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such
      Exchange Registration Statement or Shelf Registration Statement has not
      become
<PAGE>
      effective or been declared effective by the Commission on or before the
      date on which such registration statement is required to become or be
      declared effective pursuant to Section 2(a) or 2(b), respectively, or
      (iii) the Exchange Offer has not been consummated within 40 business days
      after the initial effective date of the Exchange Registration Statement
      relating to the Exchange Offer (if the Exchange Offer is then required to
      be made) or (iv) any Exchange Registration Statement or Shelf Registration
      Statement required by Section 2(a) or 2(b) hereof is filed and declared
      effective but shall thereafter either be withdrawn by the Company or shall
      become subject to an effective stop order issued pursuant to Section 8(d)
      of the Securities Act suspending the effectiveness of such registration
      statement (except as specifically permitted herein) without being
      succeeded immediately by an additional registration statement filed and
      declared effective (each such event referred to in clauses (i) through
      (iv), a "Registration Default" and each period during which a Registration
      Default has occurred and is continuing, a "Registration Default Period"),
      then, as liquidated damages for such Registration Default, subject to the
      provisions of Section 9(b), special interest ("Special Interest"), in
      addition to the Base Interest, shall accrue at $.05 per week per $1,000
      principal amount of Securities for the first 90 days of the Registration
      Default Period. Such Special Interest shall increase by an additional $.05
      per week per $1,000 principal amount of Securities for every subsequent
      90-day period until all Registration Defaults have been cured, up to a
      maximum amount of Special Interest for all Registration Defaults of $.30
      per week per $1,000 principal amount of Securities. Notwithstanding
      anything to the contrary set forth herein, (w) upon filing of the Exchange
      Registration Statement or the Shelf Registration Statement, as the case
      may be, in the case of clause (i) above, (x) upon the effectiveness of the
      Exchange Registration Statement or the Shelf Registration Statement, as
      the case may be, in the case of clause (ii) above, (y) upon consummation
      of the Exchange Offer, in the case of clause (iii) above, or (z) upon the
      occurrence of any event (including the filing of an appropriate amendment
      to the relevant Registration Statement, the declaring effective of another
      Registration Statement or the taking of other appropriate action) that
      causes the Exchange Registration Statement or the Shelf Registration
      Statement, as the case may be, to again be declared effective or made
      usable in the case of clause (iv) above, the Special Interest payable as a
      result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease
      to accrue. Any amounts of Special Interest due pursuant to this Section
      2(c) shall be payable by the Company to the Trustee, on behalf of the
      holders of the relevant Securities, in cash on the interest payment dates
      specified in the relevant Securities, commencing with the first such
      interest payment date occurring after any such Special Interest commences
      to accrue. The Special Interest provided for in this Section 2(c) shall be
      the exclusive monetary remedy available to holders of Securities for
      Registration Defaults.

            (d) The Company shall use all commercially reasonable efforts to
      take, and shall cause the Guarantors, if any, to use all commercially
      reasonable efforts to take, all actions reasonably necessary or advisable
      to be taken by it to ensure that the transactions contemplated herein are
      effected as so contemplated, including all actions reasonably necessary or
      desirable to register the Guarantees under the registration statement
      contemplated in Section 2(a) or 2(b) hereof, as applicable.

            (e) Any reference herein to a registration statement as of any time
      shall be deemed to include any document incorporated, or deemed to be
      incorporated, therein by reference as of such time and any reference
      herein to any post-effective amendment to a registration statement as of
      any time shall be deemed to include any document incorporated, or deemed
      to be incorporated, therein by reference as of such time.

            3. Registration Procedures.
<PAGE>
      If the Company and the Guarantors, if any, file a registration statement
pursuant to Section 2(a) or 2(b) hereof, the following provisions shall apply:

            (a) At or before the Effective Time of the Exchange Registration
      Statement or the Shelf Registration Statement, as the case may be, the
      Company shall qualify the Indenture under the Trust Indenture Act.

            (b) In the event that such qualification would require the
      appointment of a new trustee under the Indenture, the Company shall
      appoint a new trustee thereunder pursuant to the applicable provisions of
      the Indenture.

            (c) In connection with the Company's and the Guarantors', if any,
      obligations with respect to the registration of Exchange Securities as
      contemplated by Section 2(a) (the "Exchange Registration"), if applicable,
      the Company and the Guarantors, if any, shall, as soon as practicable (or
      as otherwise specified):

                  (i) prepare and file with the Commission, as soon as
            practicable but no later than 90 days after the Closing Date, an
            Exchange Registration Statement on any form which may be utilized by
            the Company and the Guarantors, if any, and, if a prospectus
            contained in an Exchange Registration Statement is required to be
            delivered under the Securities Act by any broker-dealer who seeks to
            sell Exchange Securities during the Resale Period and has advised
            the Company of such fact before the filing of any Exchange
            Registration Statement, which shall permit the Exchange Offer and
            resales of Exchange Securities by broker-dealers during the Resale
            Period to be effected as contemplated by Section 2(a), and use all
            commercially reasonable efforts to cause such Exchange Registration
            Statement to become effective as soon as practicable thereafter, but
            no later than 210 days after the Closing Date;

                  (ii) prepare and file with the Commission such amendments and
            supplements to such Exchange Registration Statement and the
            prospectus included therein as may be necessary to effect and
            maintain the effectiveness of such Exchange Registration Statement
            for the periods and purposes contemplated in Section 2(a) hereof and
            as may be required by the applicable rules and regulations of the
            Commission and the instructions applicable to the form of such
            Exchange Registration Statement, and promptly provide each
            broker-dealer holding Exchange Securities with such number of copies
            of the prospectus included therein (as then amended or
            supplemented), in conformity in all material respects with the
            requirements of the Securities Act and the Trust Indenture Act, as
            such broker-dealer reasonably may request prior to the expiration of
            the Resale Period, for use in connection with resales of Exchange
            Securities;

                  (iii) promptly notify each broker-dealer holding Exchange
            Securities that has requested copies of the prospectus included in
            such Exchange Registration Statement, and confirm such advice in
            writing, (A) when such Exchange Registration Statement or the
            prospectus included therein or any prospectus amendment or
            supplement or post-effective amendment has been filed, and, with
            respect to such Exchange Registration Statement or any
            post-effective amendment, when the same has become effective, (B) of
            any request by the Commission for amendments or supplements to such
            Exchange Registration Statement or prospectus, (C) of the issuance
            by the Commission of any stop order suspending the effectiveness of
            such Exchange Registration Statement or the initiation or
            threatening of any proceedings for that purpose, (D) if at any time
            the representations and warranties of the
<PAGE>
            Company contemplated by Section 5 cease to be true and correct in
            all material respects, (E) of the receipt by the Company of any
            notification with respect to the suspension of the qualification of
            the Exchange Securities for sale in any jurisdiction or the
            initiation or threatening of any proceeding for such purpose, or (F)
            at any time during the Resale Period when a prospectus is required
            to be delivered under the Securities Act, that such Exchange
            Registration Statement, prospectus, prospectus amendment or
            supplement or post-effective amendment does not conform in all
            material respects to the applicable requirements of the Securities
            Act and the Trust Indenture Act or contains an untrue statement of a
            material fact or omits to state any material fact required to be
            stated therein or necessary to make the statements therein not
            misleading in light of the circumstances then existing;

                  (iv) in the event that the Company and the Guarantors, if any,
            would be required, pursuant to Section 3(c)(iii)(F) above, to notify
            any broker-dealers holding Exchange Securities, without delay
            prepare and furnish to each such broker-dealer a reasonable number
            of copies of a prospectus supplemented or amended so that, as
            thereafter delivered to purchasers of such Exchange Securities
            during the Resale Period, such prospectus shall conform in all
            material respects to the applicable requirements of the Securities
            Act and the Trust Indenture Act and shall not contain an untrue
            statement of a material fact or omit to state a material fact
            required to be stated therein or necessary to make the statements
            therein not misleading in light of the circumstances then existing;

                  (v) use all commercially reasonable efforts to obtain the
            withdrawal of any order suspending the effectiveness of such
            Exchange Registration Statement or any post-effective amendment
            thereto at the earliest practicable date;

                  (vi) use all commercially reasonable efforts to (A) register
            or qualify the Exchange Securities under the securities laws or blue
            sky laws of such jurisdictions as are contemplated by Section 2(a)
            no later than the commencement of the Exchange Offer, (B) keep such
            registrations or qualifications in effect and comply with such laws
            so as to permit the continuance of offers, sales and dealings
            therein in such jurisdictions until the expiration of the Resale
            Period and (C) take any and all other actions as may be reasonably
            necessary or advisable to enable each broker-dealer holding Exchange
            Securities to consummate the disposition thereof in such
            jurisdictions; provided, however, that none of the Company or any of
            the Guarantors, if any, shall be required for any such purpose to
            (1) qualify as a foreign corporation in any jurisdiction wherein it
            would not otherwise be required to qualify but for the requirements
            of this Section 3(c)(vi), (2) consent to general service of process
            in any such jurisdiction, (3) take any other action that would
            subject it to general service of process or to taxation in excess of
            a nominal amount in respect of doing business in any jurisdiction in
            which it is not otherwise subject or (4) make any changes to its
            certificate of incorporation or bylaws or any agreement between it
            and its stockholders;

                  (vii) use all commercially reasonable efforts to obtain the
            consent or approval of each governmental agency or authority,
            whether federal, state or local, which may be required to effect the
            Exchange Registration, the Exchange Offer and the offering and sale
            of Exchange Securities by broker-dealers during the Resale Period;

                  (viii) provide a CUSIP number for all Exchange Securities, not
            later than the applicable Effective Time; and


<PAGE>


                  (ix) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as practicable but no later than eighteen months after the effective
         date of such Exchange Registration Statement, an earning statement of
         the Company and its subsidiaries complying with Section 11(a) of the
         Securities Act (including, at the option of the Company, Rule 158
         thereunder).

         (d) In connection with the Company's and the Guarantors', if any,
obligations with respect to the Shelf Registration, if applicable, the Company
and the Guarantors, if any, shall, as soon as practicable (or as otherwise
specified):

                  (i) prepare and file with the Commission, as soon as
         practicable but in any case within the time periods specified in
         Section 2(b), a Shelf Registration Statement on any form which may be
         utilized by the Company and which shall register all of the Registrable
         Securities for resale by the holders thereof in accordance with such
         method or methods of disposition as may be specified by such of the
         holders as, from time to time, may be Electing Holders and use all
         commercially reasonable efforts to cause such Shelf Registration
         Statement to become effective as soon as practicable but in any case
         within the time periods specified in Section 2(b);

                  (ii) not less than 30 calendar days prior to the Effective
         Time of the Shelf Registration Statement, mail the Notice and
         Questionnaire to the holders of Registrable Securities; no holder shall
         be entitled to be named as a selling securityholder in the Shelf
         Registration Statement as of the Effective Time, and no holder shall be
         entitled to use the prospectus forming a part thereof for resales of
         Registrable Securities at any time, unless such holder has returned a
         completed and signed Notice and Questionnaire to the Company by the
         deadline for response set forth therein; provided, however, holders of
         Registrable Securities shall have at least 28 calendar days from the
         date on which the Notice and Questionnaire is first mailed to such
         holders to return a completed and signed Notice and Questionnaire to
         the Company;

                  (iii) on no more than one occasion after the Effective Time of
         the Shelf Registration Statement, upon the request of any holder of
         Registrable Securities that is not then an Electing Holder, promptly
         send a Notice and Questionnaire to all remaining holders of Registrable
         Securities that are not then Electing Holders; provided that the
         Company shall not be required to take any action to name any such
         holder as a selling securityholder in the Shelf Registration Statement
         or to enable any such holder to use the prospectus forming a part
         thereof for resales of Registrable Securities until any such holder has
         returned a completed and signed Notice and Questionnaire to the
         Company;

                  (iv) as soon as practicable prepare and file with the
         Commission such amendments and supplements to such Shelf Registration
         Statement and the prospectus included therein as may be necessary to
         effect and maintain the effectiveness of such Shelf Registration
         Statement for the period specified in Section 2(b) hereof and as may be
         required by the applicable rules and regulations of the Commission and
         the instructions applicable to the form of such Shelf Registration
         Statement, and promptly furnish to each Electing Holder who so requests
         one copy of any such supplement or amendment; provided, however, that
         notwithstanding the foregoing, the Company may allow any such Shelf
         Registration Statement to cease to become effective and usable for no
         more than 90 days in any
<PAGE>
         360 day period if (A) the Board of Directors of the Company determines
         in good faith that such action would impede, delay or otherwise
         interfere with any proposed or pending material corporate transaction
         involving the Company or that such action would require the disclosure
         of material non-public information, the disclosure of which at such
         time would not be in the best interests of the Company or its
         stockholders, and the Company notifies the holders within two business
         days after the Board of Directors makes such determination or (B) the
         prospectus contained in any such Shelf Registration Statement contains
         an untrue statement of the material fact or omits to state a material
         fact necessary in order to make the statements therein, in light of the
         circumstances under which they were made, not misleading, provided
         that, the periods referred to in Section 2(b) hereof during which such
         Shelf Registration Statement is required to be effective and usable
         shall be extended by the number of days during which such Shelf
         Registration Statement was not effective or usable pursuant to the
         foregoing provisions (but in no event past the second anniversary of
         the Effective Time;

                  (v) provide (A) the underwriters (which term, for purposes of
         this Exchange and Registration Rights Agreement, shall include a person
         deemed to be an underwriter within the meaning of Section 2(a)(11) of
         the Securities Act), if any, thereof, (B) any sales or placement agent
         therefor and (C) counsel for any such underwriter or agent the
         opportunity to participate in the preparation of such Shelf
         Registration Statement, each prospectus included therein or filed with
         the Commission and each amendment or supplement thereto;

                  (vi) for a reasonable period prior to the filing of such Shelf
         Registration Statement, and throughout the period specified in Section
         2(b), make available at reasonable times at the Company's principal
         place of business or such other reasonable place for inspection, during
         reasonable business hours, by the persons referred to in Section
         3(d)(v) who shall certify to the Company that they have a current
         intention to sell the Registrable Securities pursuant to the Shelf
         Registration such financial and other information and pertinent
         corporate books and records of the Company, and cause the officers,
         employees, counsel and independent certified public accountants of the
         Company to respond to such inquiries, as shall be reasonably necessary,
         in the judgment of the respective counsel referred to in such Section,
         to conduct a reasonable investigation within the meaning of Section 11
         of the Securities Act; provided, however, that each such party shall be
         required to maintain in confidence and not to disclose to any other
         person any information or records reasonably designated by the Company
         as being confidential, until such time as (A) such information becomes
         a matter of public record other than as a result of a disclosure or
         failure to safeguard by any such party, or (B) such person shall be
         required so to disclose such information pursuant to a subpoena or
         order of any court or other governmental agency or body having
         jurisdiction over the matter (subject to the requirements of such
         order, and only after such person shall have given the Company prompt
         prior written notice of such requirement and allowed the Company to
         undertake appropriate action to obtain a protective order or otherwise
         prevent disclosure of the information at its expense), or (C) such
         information is required to be set forth in such Shelf Registration
         Statement or the prospectus included therein or in an amendment to such
         Shelf Registration Statement or an amendment or supplement to such
         prospectus in order that such Shelf Registration Statement, prospectus,
         amendment or supplement, as the case may be, complies with applicable
         requirements of the federal securities laws and the rules and
         regulations of the Commission and does not contain an untrue statement
         of a
<PAGE>
         material fact or omit to state therein a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading in light of the circumstances then existing;

                  (vii) promptly notify each of the Electing Holders, any sales
         or placement agent therefor and any underwriter thereof (which
         notification may be made through any managing underwriter that is a
         representative of such underwriter for such purpose) and confirm such
         advice in writing, (A) when such Shelf Registration Statement or the
         prospectus included therein or any prospectus amendment or supplement
         or post-effective amendment has been filed, and, with respect to such
         Shelf Registration Statement or any post-effective amendment, when the
         same has become effective, (B) of any request by the Commission for
         amendments or supplements to such Shelf Registration Statement or
         prospectus, (C) of the issuance by the Commission of any stop order
         suspending the effectiveness of such Shelf Registration Statement or
         the initiation or threatening of any proceedings for that purpose, (D)
         if at any time the representations and warranties of the Company
         contemplated by Section 3(d)(xvi) or Section 5 cease to be true and
         correct in all material respects, (E) of the receipt by the Company of
         any notification with respect to the suspension of the qualification of
         the Registrable Securities for sale in any jurisdiction or the
         initiation or threatening of any proceeding for such purpose, or (F) if
         at any time when a prospectus is required to be delivered under the
         Securities Act, that such Shelf Registration Statement, prospectus,
         prospectus amendment or supplement or post-effective amendment does not
         conform in all material respects to the applicable requirements of the
         Securities Act and the Trust Indenture Act or contains an untrue
         statement of a material fact or omits to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing;

                  (viii) use all commercially reasonable efforts to obtain the
         withdrawal of any order suspending the effectiveness of such Shelf
         Registration Statement or any post-effective amendment thereto at the
         earliest practicable date;

                  (ix) if requested by any managing underwriter or underwriters,
         any placement or sales agent or any Electing Holder, promptly
         incorporate in a prospectus supplement or post-effective amendment such
         information as is required by the applicable rules and regulations of
         the Commission and as such managing underwriter or underwriters, such
         agent or such Electing Holder specifies should be included therein
         relating to the terms of the sale of such Registrable Securities,
         including information with respect to the principal amount of
         Registrable Securities being sold by such Electing Holder or agent or
         to any underwriters, the name and description of such Electing Holder,
         agent or underwriter, the offering price of such Registrable Securities
         and any discount, commission or other compensation payable in respect
         thereof, the purchase price being paid therefor by such underwriters
         and with respect to any other terms of the offering of the Registrable
         Securities to be sold by such Electing Holder or agent or to such
         underwriters; and make all required filings of such prospectus
         supplement or post-effective amendment promptly after notification of
         the matters to be incorporated in such prospectus supplement or
         post-effective amendment;

                  (x) furnish to each Electing Holder, each placement or sales
         agent, if any, therefor, each underwriter, if any, thereof and the
         respective counsel referred to in Section 3(d)(v), upon request, an
         executed copy (or, in the case of an Electing
<PAGE>
         Holder, a conformed copy) of such Shelf Registration Statement, each
         such amendment and supplement thereto (in each case including all
         exhibits thereto (in the case of an Electing Holder of Registrable
         Securities, upon request) and documents incorporated by reference
         therein to the extent such exhibits or documents are not available on
         the Commission's EDGAR system) and such number of copies of such Shelf
         Registration Statement (excluding exhibits thereto and documents
         incorporated by reference therein unless specifically so requested by
         such Electing Holder, agent or underwriter, as the case may be, and in
         such cases only to the extent such exhibits or documents are not
         available on the Commission's EDGAR system) and of the prospectus
         included in such Shelf Registration Statement (including each
         preliminary prospectus and any summary prospectus), in conformity in
         all material respects with the applicable requirements of the
         Securities Act and the Trust Indenture Act, and such other documents,
         as such Electing Holder, agent, if any, and underwriter, if any, may
         reasonably request in order to facilitate the offering and disposition
         of the Registrable Securities owned by such Electing Holder, offered or
         sold by such agent or underwritten by such underwriter and to permit
         such Electing Holder, agent and underwriter to satisfy the prospectus
         delivery requirements of the Securities Act; and the Company hereby
         consents to the use of such prospectus (including such preliminary and
         summary prospectus) and any amendment or supplement thereto by each
         such Electing Holder and by any such agent and underwriter, in each
         case in the form most recently provided to such person by the Company,
         in connection with the offering and sale of the Registrable Securities
         covered by the prospectus (including such preliminary and summary
         prospectus) or any supplement or amendment thereto;

                  (xi) use all commercially reasonable efforts to (A) register
         or qualify the Registrable Securities to be included in such Shelf
         Registration Statement under such securities laws or blue sky laws of
         such jurisdictions as any Electing Holder and each placement or sales
         agent, if any, therefor and underwriter, if any, thereof shall
         reasonably request in writing; provided that where Securities are
         offered pursuant to an underwritten offering, counsel to the
         underwriters shall, at the cost and expense of the Company, perform
         Blue Sky investigations and file registrations and qualifications
         required to be filed pursuant to this Section 3(d)(xi), prior to any
         public offering of Registrable Securities or any delivery of a
         prospectus contained in the Shelf Registration Statement, if so
         required, (B) keep such registrations or qualifications in effect and
         comply with such laws so as to permit the continuance of offers, sales
         and dealings therein in such jurisdictions during the period the Shelf
         Registration is required to remain effective under Section 2(b) above
         and for so long as may be necessary to enable any such Electing Holder,
         agent or underwriter to complete its distribution of Securities
         pursuant to such Shelf Registration Statement and (C) take any and all
         other actions as may be reasonably necessary or advisable to enable
         each such Electing Holder, agent, if any, and underwriter, if any, to
         consummate the disposition in such jurisdictions of such Registrable
         Securities; provided, however, that none of the Company or any of the
         Guarantors, if any, shall be required for any such purpose to (1)
         qualify as a foreign corporation in any jurisdiction wherein it would
         not otherwise be required to qualify but for the requirements of this
         Section 3(d)(xi), (2) consent to general service of process in any such
         jurisdiction, (3) take any other action that would subject it to
         general service of process or to taxation in excess of a nominal amount
         in respect of doing business in any jurisdiction in which it is not
         otherwise subject or (4) make any changes to its certificate of
         incorporation or bylaws or any agreement between it and its
         stockholders;
<PAGE>
                  (xii) use all commercially reasonable efforts to obtain the
         consent or approval of each governmental agency or authority, whether
         federal, state or local, which may be required to effect the Shelf
         Registration or the offering or sale in connection therewith or to
         enable the selling holder or holders to offer, or to consummate the
         disposition of, their Registrable Securities;

                  (xiii) unless any Registrable Securities shall be in
         book-entry only form, cooperate with the Electing Holders and the
         managing underwriters, if any, to facilitate the timely preparation and
         delivery of certificates representing Registrable Securities to be
         sold, which certificates, if so required by any securities exchange
         upon which any Registrable Securities are listed, shall be penned,
         lithographed or engraved, or produced by any combination of such
         methods, on steel engraved borders, and which certificates shall not
         bear any restrictive legends; and, in the case of an underwritten
         offering, enable such Registrable Securities to be in such
         denominations and registered in such names as the managing underwriters
         may request at least two business days prior to any sale of the
         Registrable Securities;

                  (xiv) provide a CUSIP number for all Registrable Securities,
         not later than the applicable Effective Time;

                  (xv) enter into one or more underwriting agreements,
         engagement letters, agency agreements, "best efforts" underwriting
         agreements or similar agreements as are customary in underwritten
         offerings of debt securities similar to the Securities, as appropriate,
         including customary provisions relating to indemnification and
         contribution, and take such other actions in connection therewith as
         any Electing Holders aggregating at least 25% in aggregate principal
         amount of the Registrable Securities at the time outstanding shall
         request in order to expedite or facilitate the disposition of such
         Registrable Securities;

                  (xvi) if an agreement of the type referred to in Section
         3(d)(xv) hereof is entered into, (A) make such representations and
         warranties to the Electing Holders and the placement or sales agent, if
         any, therefor and the underwriters, if any, thereof in form, substance
         and scope as are customarily made in connection with an offering of
         debt securities pursuant to any appropriate agreement or to a
         registration statement filed on the form applicable to the Shelf
         Registration; (B) obtain an opinion of counsel to the Company in
         customary form and covering such matters, of the type customarily
         covered by such an opinion, as the managing underwriters, if any, or as
         any Electing Holders of at least 25% in aggregate principal amount of
         the Registrable Securities at the time outstanding may reasonably
         request, addressed to such Electing Holder or Electing Holders and the
         placement or sales agent, if any, therefor and the underwriters, if
         any, thereof and dated the effective date of such Shelf Registration
         Statement covering such matters customarily covered in opinions
         requested in underwritten offerings of debt securities similar to the
         Securities (and if such Shelf Registration Statement contemplates an
         underwritten offering of a part or all of the Registrable Securities,
         dated the date of the closing under the underwriting agreement relating
         thereto); (C) obtain a "cold comfort" letter or letters from the
         independent certified public accountants of the Company addressed to
         the selling Electing Holders, the placement or sales agent, if any,
         therefor or the underwriters, if any, thereof, dated (i) the effective
         date of such Shelf Registration Statement and (ii) the effective date
         of any prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or for a period subsequent to that of the
         latest such statements included in such prospectus (and, if such Shelf
         Registration Statement contemplates an underwritten offering pursuant
         to any prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or
<PAGE>
         for a period subsequent to that of the latest such statements included
         in such prospectus, dated the date of the closing under the
         underwriting agreement relating thereto), such letter or letters to be
         in customary form and covering such matters of the type customarily
         covered by letters of such type; (D) deliver such documents and
         certificates, including officers' certificates, as may be reasonably
         requested by any Electing Holders of at least 25% in aggregate
         principal amount of the Registrable Securities at the time outstanding
         or the placement or sales agent, if any, therefor and the managing
         underwriters, if any, thereof to evidence the accuracy of the
         representations and warranties made pursuant to clause (A) above or
         those contained in Section 5(a) hereof and the compliance with or
         satisfaction of any agreements or conditions contained in the
         underwriting agreement or other agreement entered into by the Company
         or the Guarantors, if any; and (E) undertake such obligations relating
         to expense reimbursement, indemnification and contribution as are
         provided in Section 6 hereof;

                  (xvii) notify in writing each holder of Registrable Securities
         of any proposal by the Company to amend or waive any provision of this
         Exchange and Registration Rights Agreement pursuant to Section 9(h)
         hereof and of any amendment or waiver effected pursuant thereto, each
         of which notices shall contain the text of the amendment or waiver
         proposed or effected, as the case may be;

                  (xviii) in the event that any broker-dealer registered under
         the Exchange Act shall underwrite any Registrable Securities or
         participate as a member of an underwriting syndicate or selling group
         or "assist in the distribution" (within the meaning of the Conduct
         Rules (the "Conduct Rules) of the National Association of Securities
         Dealers, Inc. ("NASD") or any successor thereto, as amended from time
         to time) thereof, whether as a holder of such Registrable Securities or
         as an underwriter, a placement or sales agent or a broker or dealer in
         respect thereof, or otherwise, assist such broker-dealer in complying
         with the requirements of such Conduct Rules, including by (A) if such
         Conduct Rules shall so require, engaging a "qualified independent
         underwriter" (as defined in such Conduct Rules) to participate in the
         preparation of the Shelf Registration Statement relating to such
         Registrable Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Shelf Registration Statement is an underwritten offering or is
         made through a placement or sales agent, to recommend the yield of such
         Registrable Securities, (B) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 6 hereof (or to such other customary extent as may
         be requested by such underwriter), and (C) providing such information
         to such broker-dealer as may be required in order for such
         broker-dealer to comply with the requirements of the Conduct Rules; and

                  (xix) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as practicable but in any event not later than eighteen months after
         the effective date of such Shelf Registration Statement, an earning
         statement of the Company and its subsidiaries
<PAGE>
         complying with Section 11(a) of the Securities Act (including, at the
         option of the Company, Rule 158 thereunder).

         (e) In the event that the Company would be required, pursuant to
Section 3(d)(vii)(F) above, to notify the Electing Holders, the placement or
sales agent, if any, therefor and the managing underwriters, if any, thereof,
the Company shall without delay prepare and furnish to each of the Electing
Holders, to each placement or sales agent, if any, and to each such underwriter,
if any, in each case, upon request, a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter delivered to
purchasers of Registrable Securities, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the
Trust Indenture Act and shall not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing. Each Electing Holder agrees, by acquisition of Securities, that upon
receipt of any notice from the Company pursuant to Section 3(d)(vii)(C),
3(d)(vii)(E) or 3(d)(vii)(F) hereof, such Electing Holder shall forthwith
discontinue the disposition of Registrable Securities pursuant to the Shelf
Registration Statement applicable to such Registrable Securities until such
Electing Holder is advised in writing by the Company that the disposition of
Registrable Securities pursuant to the Shelf Registration Statement may be
resumed, and has received copies of such amended or supplemented prospectus, and
if so directed by the Company, such Electing Holder shall deliver to the Company
(at the Company's expense) all copies, other than permanent file copies, then in
such Electing Holder's possession of the prospectus covering such Registrable
Securities at the time of receipt of such notice.

         (f) In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice
Questionnaire, the Company may require such Electing Holder to furnish to the
Company such additional information regarding such Electing Holder and such
Electing Holder's intended method of distribution of Registrable Securities as
the Company may reasonably request in order to comply with the Securities Act.
Each such Electing Holder agrees to notify the Company as promptly as
practicable of any inaccuracy or change in information previously furnished by
such Electing Holder to the Company or of the occurrence of any event in either
case as a result of which any prospectus relating to such Shelf Registration
contains or would contain an untrue statement of a material fact regarding such
Electing Holder or such Electing Holder's intended method of disposition of such
Registrable Securities or omits to state any material fact regarding such
Electing Holder or such Electing Holder's intended method of disposition of such
Registrable Securities required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing,
and promptly to furnish to the Company any additional information required to
correct and update any previously furnished information or required so that such
prospectus shall not contain, with respect to such Electing Holder or the
disposition of such Registrable Securities, an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then
existing. The Company may exclude from such registration the Registrable
Securities of any seller who fails to furnish such information within a
reasonable time after receiving such request.

         (g) Until the expiration of two years after the Closing Date, the
Company will not, and will not permit any of its "affiliates" (as defined in
Rule 144) to, resell any of the Securities that have been reacquired by any of
them except pursuant to an effective registration statement under the Securities
Act.
<PAGE>
         4. Registration Expenses.

         The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including reasonable fees
and disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xi)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any reasonable fees and disbursements of counsel for the
Electing Holders or underwriters in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Securities for delivery and the expenses of printing
or producing any underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents in
connection with the offering, sale or delivery of Securities to be disposed of
(including certificates representing the Securities), (d) messenger, telephone
and delivery expenses relating to the offering, sale or delivery of Securities
and the preparation of documents referred in clause (c) above, (e) fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee and of any collateral agent or custodian, (f) internal
expenses (including all salaries and expenses of the Company's officers and
employees performing legal or accounting duties), (g) fees, disbursements and
expenses of counsel and independent certified public accountants of the Company
(including the expenses of any opinions or "cold comfort" letters required by or
incident to such performance and compliance), (h) fees, disbursements and
expenses of any "qualified independent underwriter" engaged pursuant to Section
3(d)(xviii) hereof, (i) fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by any holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of a request therefor. Notwithstanding the foregoing, the holders
of the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions and transfer taxes
attributable to the sale of such Registrable Securities and the fees and
disbursements of any counsel or other advisors or experts retained by such
holders (severally or jointly), other than the counsel and experts specifically
referred to above.

         5. Representations and Warranties.

         The Company represents and warrants to, and agrees with, each Purchaser
and each of the holders from time to time of Registrable Securities that:

         (a) Each registration statement covering Registrable Securities and
each prospectus (including any preliminary or summary prospectus) contained
therein or furnished pursuant
<PAGE>
to Section 3(d) or Section 3(c) hereof and any further amendments or supplements
to any such registration statement or prospectus, when it becomes effective or
is filed with the Commission, as the case may be, and, in the case of an
underwritten offering of Registrable Securities, at the time of the closing
under the underwriting agreement relating thereto, will conform in all material
respects to the requirements of the Securities Act and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and at all times
subsequent to the Effective Time when a prospectus would be required to be
delivered under the Securities Act, other than from (i) such time as a notice
has been given to holders of Registrable Securities pursuant to Section
3(d)(vii)(C), 3(d)(vii)(E), 3(d)(vii)(F) or Section 3(c)(iii)(C), 3(c)(iii)(E)
or 3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an amended
or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof,
each such registration statement, and each prospectus (including any summary
prospectus) contained therein or furnished pursuant to Section 3(d) or Section
3(c) hereof, as then amended or supplemented, will conform in all material
respects to the requirements of the Securities Act and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading in the light of the
circumstances then existing; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company by a
holder of Registrable Securities expressly for use therein.

         (b) Any documents incorporated by reference in any prospectus referred
to in Section 5(a) hereof, when they become or became effective or are or were
filed with the Commission, as the case may be, will conform or conformed in all
material respects to the requirements of the Securities Act or the Exchange Act,
as applicable, and none of such documents will contain or contained an untrue
statement of a material fact or will omit or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by a holder of Registrable Securities
expressly for use therein.

         (c) The compliance by the Company with all of the provisions of this
Exchange and Registration Rights Agreement and the consummation of the
transactions herein contemplated will not (i) conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company is a party or by which the Company
is bound or to which any of the property or assets of the Company is subject,
(ii) result in any violation of the provisions of the Certificate of
Incorporation or Bylaws of the Company, (iii) (assuming compliance with all
applicable state securities or "Blue Sky" laws) result in any violation of the
provisions of any law or statute or any order, rule, regulation, judgment or
decree of any court or governmental agency or body having jurisdiction over the
Company or any of its properties or assets, except in the case of clauses (i)
and (iii) for such conflicts, breaches, violations, defaults or liens that,
individually or in the aggregate, would not reasonably be expected to have a
material adverse effect on the current or future business management, financial
position, shareholders' equity or results of operations of the Company; and no
consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the
consummation by the Company of the transactions contemplated by this Exchange
and Registration Rights Agreement, except the registration under the Securities
Act of the Securities, qualification of
<PAGE>
the Indenture under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under State
securities or blue sky laws in connection with the offering and distribution of
the Securities.

         (d) This Exchange and Registration Rights Agreement has been duly
authorized, executed and delivered by the Company and constitutes a valid and
legally binding obligation of the Company, enforceable against the Company in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors' rights or limiting the availability of, and public
policy against, indemnification and contribution and to general equity
principles.

         6. Indemnification.

         (a) Indemnification by the Company. The Company will indemnify and hold
harmless each of the holders of Registrable Securities included in an Exchange
Registration Statement and each of the Electing Holders of Registrable
Securities included in a Shelf Registration Statement against any losses,
claims, damages or liabilities, joint or several, to which such holder may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any Exchange Registration Statement or Shelf Registration
Statement, as the case may be, under which such Registrable Securities were
registered under the Securities Act, or any preliminary, final or summary
prospectus contained therein or furnished by the Company to any such holder or
Electing Holder or any amendment or supplement thereto if the Company shall have
furnished any amendments or supplements thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, and will reimburse
such holder and such Electing Holder for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such action
or claim as such expenses are incurred; provided, however, that the Company
shall not be liable to any such person in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged untrue statement or
omission of material fact made in such registration statement, or preliminary,
final or summary prospectus, or amendment or supplement thereto, in reliance
upon and in conformity with written information furnished to the Company by such
person expressly for use therein.

         (b) Indemnification by the Holders and any Agents and Underwriters. The
Company may require, as a condition to including any Registrable Securities in
any registration statement filed pursuant to Section 2(b) hereof and to entering
into any underwriting agreement with respect thereto, that the Company shall
have received an undertaking reasonably satisfactory to it from the Electing
Holder of such Registrable Securities and from each underwriter named in any
such underwriting agreement, severally and not jointly, to (i) indemnify and
hold harmless the Company, and all other holders of Registrable Securities,
against any losses, claims, damages or liabilities to which the Company, or such
other holders of Registrable Securities may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or
any amendment or supplement thereto, or arise out of or are based
<PAGE>
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Electing Holder or underwriter expressly for use therein, and (ii) reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that no such Electing Holder shall be
required to undertake liability to any person under this Section 6(b) for any
amounts in excess of the dollar amount of the proceeds to be received by such
Electing Holder from the sale of such Electing Holder's Registrable Securities
pursuant to such registration.

         (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party (which consent shall not be unreasonably withheld or delayed),
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

         (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the
<PAGE>
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it
would not be just and equitable if contributions pursuant to this Section 6(d)
were determined by pro rata allocation (even if the holders or any agents or
underwriters or all of them were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable
considerations referred to in this Section 6(d). The amount paid or payable by
an indemnified party as a result of the losses, claims, damages, or liabilities
(or actions in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6(d), no holder shall be required
to contribute any amount in excess of the amount by which the dollar amount of
the proceeds received by such holder from the sale of any Registrable Securities
(after deducting any fees, discounts and commissions applicable thereto) exceeds
the amount of any damages which such holder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.

         (e) The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each officer, director and partner of
each holder, agent and underwriter and each person, if any, who controls any
holder, agent or underwriter within the meaning of the Securities Act; and the
obligations of the holders and any agents or underwriters contemplated by this
Section 6 shall be in addition to any liability which the respective holder,
agent or underwriter may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company (including any
person who, with his consent, is named in any registration statement as about to
become a director of the Company) and to each person, if any, who controls the
Company within the meaning of the Securities Act.

         7. Underwritten Offerings.

         (a) Selection of Underwriters. If any of the Registrable Securities
covered by the Shelf Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be designated
by Electing Holders holding at least a majority in aggregate principal amount of
the Registrable Securities to be included in such offering, provided that such
designated managing underwriter or underwriters is or are reasonably acceptable
to the Company.

         (b) Participation by Holders. Each holder of Registrable Securities, by
acceptance of Registrable Securities, agrees with each other such holder that no
such holder may participate in any underwritten offering hereunder unless such
holder (i) agrees to sell such holder's Registrable Securities on the basis
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (ii)
<PAGE>
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

         8. Rule 144.

         The Company covenants to the holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

         9. Miscellaneous.

         (a) No Inconsistent Agreements. The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant, registration
rights with respect to Registrable Securities or any other securities which
would be inconsistent with the terms contained in this Exchange and Registration
Rights Agreement.

         (b) Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchasers and such holders, in addition to any other
remedy to which they may be entitled at law or in equity, shall be entitled to
compel specific performance of the obligations of the Company under this
Exchange and Registration Rights Agreement in accordance with the terms and
conditions of this Exchange and Registration Rights Agreement, in any court of
the United States or any State thereof having jurisdiction.

         (c) Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested), or when sent by a nationally
recognized overnight courier service guaranteeing delivery on the next business
day as follows: If to the Company, to it at 3800 West 80th Street, Suite 1250,
Bloomington, MN 55431, with a copy to each of Dorsey & Whitney LLP, 50 South
Sixth Street, Minneapolis, MN 55402, Attention: Elizabeth C. Hinck and Kaye
Scholer LLP, 425 Park Avenue, New York, NY 10022, Attention: Stephen C. Koval,
and if to a holder, to the address of such holder set forth in the security
register or other records of the Company, or to such other address as the
Company or any such holder may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

         (d) Parties in Interest. All the terms and provisions of this Exchange
and Registration Rights Agreement shall be binding upon, shall inure to the
benefit of and shall be
<PAGE>
enforceable by the parties hereto and the holders from time to time of the
Registrable Securities and the respective successors and assigns of the parties
hereto and such holders. In the event that any transferee of any holder of
Registrable Securities shall acquire Registrable Securities, in any manner,
whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall be
held subject to all of the terms of this Exchange and Registration Rights
Agreement, and by taking and holding such Registrable Securities such transferee
shall be entitled to receive the benefits of, and be conclusively deemed to have
agreed to be bound by all of the applicable terms and provisions of this
Exchange and Registration Rights Agreement. By taking and holding Registrable
Securities, any such successor, assign or transferee shall be conclusively
deemed to agree to acquire and hold the Registrable Securities subject to all of
the applicable terms hereof.

         (e) Survival. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and Registration
Rights Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made by
or on behalf of any holder of Registrable Securities, any director, officer or
partner of such holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the
Purchase Agreement and the transfer and registration of Registrable Securities
by such holder and the consummation of an Exchange Offer.

         (F) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

         (g) Headings. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.

         (h) Entire Agreement; Amendments. This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture,
the Purchase Agreement and the form of Securities) or delivered pursuant hereto
which form a part hereof (i) contain the entire understanding of the parties
with respect to its subject matter, and (ii) supersede all prior agreements and
understandings between the parties with respect to its subject matter. This
Exchange and Registration Rights Agreement may be amended and the observance of
any term of this Exchange and Registration Rights Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company and the
holders of at least a majority in aggregate principal amount of the Registrable
Securities at the time outstanding. Each holder of any Registrable Securities at
the time or thereafter outstanding shall be bound by any amendment or waiver
effected pursuant to this Section 9(h), whether or not any notice, writing or
marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.

         (i) Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of Registrable
Securities shall be made available for inspection and copying on any business
day, during normal business hours, by any holder of Registrable Securities for
proper purposes only (which shall include any purpose related to
<PAGE>
the rights of the holders of Registrable Securities under the Securities, the
Indenture and this Agreement) at the offices of the Company at the address
thereof set forth in Section 9(c) above and at the office of the Trustee under
the Indenture.

         (j) Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
<PAGE>
         If the foregoing is in accordance with your understanding, please sign
and return to us seven counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Company for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.

                                             Very truly yours,


                                             Universal Hospital Services, Inc.


                                             By:  /s/  David E. Dovenberg
                                                  -----------------------
                                                  Name:  David E. Dovenberg
                                                  Title:  Chairman

Accepted as of the date hereof:


By:        /s/  Goldman, Sachs & Co.
        ---------------------------------------
                  (Goldman, Sachs & Co.)

        On behalf of each of the Purchasers
<PAGE>
                                                                       EXHIBIT A

                        Universal Hospital Services, Inc.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in Universal Hospital Services, Inc. (the
"Company") 10.125% Senior Notes due 2011 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Universal Hospital
Services, Inc., 3800 West 80th Street, Suite 1250, Bloomington, MN 55431. Tel:
(952) 893-3200.


----------------------
*Not less than 28 calendar days from date of mailing.




                                      A-1
<PAGE>
                        Universal Hospital Services, Inc.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Universal Hospital
Services, Inc. (the "Company") and the Purchasers named therein. Pursuant to the
Exchange and Registration Rights Agreement, the Company intends to file or has
filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form [__] (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Company's 10.125% Senior
Notes due 2011 (the "Securities"). A copy of the Exchange and Registration
Rights Agreement is attached hereto. All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Exchange and Registration
Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.


                                      A-2
<PAGE>
                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth as Exhibit B to the Exchange and
Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                      A-3
<PAGE>
                                  QUESTIONNAIRE

(1) (a) Full Legal Name of Selling Securityholder:


    (b) Full Legal Name of Registered Holder (if not the same as in (a) above)
        of Registrable Securities Listed in Item (3) below:


    (c) Full Legal Name of DTC Participant (if applicable and if not the
        same as (b) above) Through Which Registrable Securities Listed in
        Item (3) below are Held:

(2)     Address for Notices to Selling Securityholder:

        -------------------------

        -------------------------

        -------------------------
        Telephone:
                         ----------------------------
        Fax:
                         ----------------------------
        Contact Person:
                         ----------------------------

(3)     Beneficial Ownership of Securities:

        Except as set forth below in this Item (3), the undersigned does
        not beneficially own any Securities.

    (a) Principal amount of Registrable Securities beneficially owned:

        ---------------------------------------------------------

        CUSIP No(s). of such Registrable Securities:

        ------------------------------------------------------------------------

    (b) Principal amount of Securities other than Registrable Securities
        beneficially owned:

        ------------------------------------------------------------------------
        CUSIP No(s). of such other Securities:

        ------------------------------------------------------------------------

    (c) Principal amount of Registrable Securities which the undersigned wishes
        to be included in the Shelf Registration Statement:

        ------------------------------------------------------------------------
        CUSIP No(s). of such Registrable Securities to be included in the Shelf
        Registration Statement:

        ------------------------------------------------------------------------


(4)     Beneficial Ownership of Other Securities of the Company:

        Except as set forth below in this Item (4), the undersigned Selling
        Securityholder is not the beneficial or registered owner of any
        other securities of the Company, other than the Securities listed
        above in Item (3).

        State any exceptions here:


(5)     Relationships with the Company:


                                      A-4
<PAGE>
        Except as set forth below, neither the Selling Securityholder nor
        any of its affiliates, officers, directors or principal equity
        holders (5% or more) has held any position or office or has had any
        other material relationship with the Company (or its predecessors
        or affiliates) during the past three years.

        State any exceptions here:


(6)     Plan of Distribution:

        Except as set forth below, the undersigned Selling Securityholder
        intends to distribute the Registrable Securities listed above in
        Item (3) only as follows (if at all): Such Registrable Securities
        may be sold from time to time directly by the undersigned Selling
        Securityholder or, alternatively, through underwriters,
        broker-dealers or agents. Such Registrable Securities may be sold
        in one or more transactions at fixed prices, at prevailing market
        prices at the time of sale, at varying prices determined at the
        time of sale, or at negotiated prices. Such sales may be effected
        in transactions (which may involve crosses or block transactions)
        (i) on any national securities exchange or quotation service on
        which the Registered Securities may be listed or quoted at the time
        of sale, (ii) in the over-the-counter market, (iii) in transactions
        otherwise than on such exchanges or services or in the
        over-the-counter market, or (iv) through the writing of options. In
        connection with sales of the Registrable Securities or otherwise,
        the Selling Securityholder may enter into hedging transactions with
        broker-dealers, which may in turn engage in short sales of the
        Registrable Securities in the course of hedging the positions they
        assume. The Selling Securityholder may also sell Registrable
        Securities short and deliver Registrable Securities to close out
        such short positions, or loan or pledge Registrable Securities to
        broker-dealers that in turn may sell such securities.

        State any exceptions here:


By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which


                                      A-5
<PAGE>
may occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect. All notices hereunder and pursuant to the Exchange
and Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:

             (i)  To the Company:


                                   Universal Hospital Services, Inc.

                                   3800 West 80(th) Street

                                   Suite 1250

                                   Bloomington, MN 55431

                                   Attn:  Chief Executive Officer


             (ii) With a copy to:

                                   Dorsey & Whitney LLP

                                   50 South Sixth Street

                                   Minneapolis, MN 55402

                                   Attn: Elizabeth C. Hinck


                                   Kaye Scholer LLP

                                   425 Park Avenue

                                   New York, NY 10022

                                   Attn: Stephen C. Koval

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.


                                      A-6
<PAGE>
IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:
        ----------------------------------




                     -----------------------------------------------------------
                     Selling Securityholder
                     (Print/type full legal name of beneficial owner of
                     Registrable Securities)



                     By:
                          ------------------------------------------------------
                     Name:
                     Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                                   Universal Hospital Services, Inc.

                                   3800 West 80(th) Street

                                   Suite 1250

                                   Bloomington, MN 55431

                                   Attn:  Chief Executive Officer


                                   With a copy to:


                                   Dorsey & Whitney LLP

                                   50 South Sixth Street

                                   Minneapolis, MN 55402

                                   Attn: Elizabeth C. Hinck


                                   Kaye Scholer LLP

                                   425 Park Avenue

                                   New York, NY 10022

                                   Attn: Stephen C. Koval


                                      A-7
<PAGE>
                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Wells Fargo Bank, National Association
Sixth and Marquette Avenue
Minneapolis, MN 55479
Attention:  Trust Officer

           Re:  Universal Hospital Services, Inc. (the "Company")
                10.125% Senior Notes due 2011



Dear Sirs:

Please be advised that       has transferred $        aggregate principal amount
of the above-referenced Notes pursuant to an effective Registration Statement on
Form [ ] (File No. 333- ) filed by the Company. We hereby certify that the
prospectus delivery requirements, if any, of the Securities Act of 1933, as
amended, have been satisfied and that the above-named beneficial owner of the
Notes is named as a "Selling Holder" in the Prospectus dated [date] or in
supplements thereto, and that the aggregate principal amount of the Notes
transferred are the Notes listed in such Prospectus opposite such owner's name.

Dated:

                                                  Very truly yours,

                                                        ------------------------
                                                        (Name)

                                                  By:
                                                        ------------------------
                                                        (Authorized Signature)

                                      B-1