Exhibit
10.2  GUARANTY  Dated as of May 31, 2007  From  THE GUARANTORS NAMED HEREIN  And  THE ADDITIONAL GUARANTORS
REFERRED TO HEREIN  as Guarantors  in favor of  THE SECURED PARTIES REFERRED
TO IN
THE CREDIT AGREEMENT REFERRED TO HEREIN


T  A  B  L
E  O  F  C  O  N  T  E  N
T  S  Section
  
  PageSection 1.   Guaranty; Limitation of
  Liability
  
  2Section 2.   Guaranty Absolute
  
  3Section 3.   Waivers and Acknowledgments
  
  4Section 4.   Subrogation
  
  5Section 5.   Payments Free and Clear of Taxes,
  Etc.
  
  5Section 6.   Representations and
  Warranties
  
  6Section 7.   Covenants
  
  6Section 8.   Amendments, Guaranty
  Supplements, Etc.
  
  6Section 9.   Notices, Etc.
  
  7Section 10.   No Waiver; Remedies
  
  7Section 11.   Right of Set-off
  
  7Section 12.   Indemnification
  
  7Section 13.   Continuing Guaranty;
  Assignments under the Credit Agreement
  
  8Section 14.   Execution in Counterparts
  
  8Section 15.   Governing Law; Jurisdiction;
  Waiver of Jury Trial, Etc.
  
  9Exhibit A - Guaranty
  Supplement  GUARANTY  GUARANTY dated as of May 31, 2007 made by the
Persons listed on the signature pages hereof under the caption Guarantors and
the Additional Guarantors (as defined in Section 8(b)) (such Persons so
listed and the Additional Guarantors being, collectively, the Guarantors and,
individually, each a Guarantor) in favor of the Secured Parties (as defined in
the Credit Agreement referred to below).


PRELIMINARY STATEMENT.  UNIVERSAL HOSPITAL SERVICES, INC., a Delaware corporation (the Borrower) and UHS HOLDCO, INC., a Delaware corporation (the
Parent), are party to a Credit
Agreement dated as of May 31, 2007 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the Credit Agreement;
the capitalized terms defined therein and not otherwise defined herein being
used herein as therein defined) with certain Lenders party thereto, the Initial
L/C Issuer, the Initial Swing Line Lender, MERRILL LYNCH CAPITAL, a division of
MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as Administrative Agent, and
MERRILL LYNCH CAPITAL, a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES
INC., BEAR STEARNS & CO. INC. and WACHOVIA CAPITAL MARKETS , LLC, as Joint
Lead Arrangers and as Joint Bookrunners.  NOW, THEREFORE, in consideration of the premises and
in order to induce the Lenders to make Loans and to issue Letters of Credit
under the Credit Agreement, and the Hedge Banks to enter into Secured Hedge
Agreements from time to time, each Guarantor, jointly and severally with each
other Guarantor, hereby agrees as follows:  Section 1.  Guaranty;
Limitation of Liability.  (a)  Each Guarantor hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due,
whether at scheduled maturity or on any date of a required prepayment or by
acceleration, demand or otherwise, of all Obligations of the Borrower, in its
capacity as a Borrower and not as a Guarantor, each Loan Party guaranteeing the
Obligations of the Borrower and each other Restricted Subsidiary that is an
obligor with respect to the Cash Management Obligations now or hereafter
existing (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing
Obligations), whether direct or indirect, absolute or contingent, and whether
for principal, interest, premiums, fees, indemnities, contract causes of
action, costs, expenses or otherwise (such Obligations being the Guaranteed Obligations), and
agrees to pay any and all reasonable expenses (including, without limitation,
reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by
the Administrative Agent or any other Secured Party in enforcing any rights
under this Guaranty or any other Loan Document in accordance with Section
10.04 of the Credit Agreement (including reasonable fees, expenses and
disbursements of any law firm or other external counsel to the Administrative
Agent);  provided,
however, that in no event shall the
Guaranteed Obligations of any Guarantor include any of its obligations as a
Borrower under the Credit Agreement. 
Without limiting the generality of the foregoing, each Guarantors
liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by any other Guarantor to any Secured Party under
or in respect of the Loan Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such other Guarantor.  (b)Each
Guarantor (other than the Borrower), and by its acceptance of this Guaranty,
the Administrative Agent and each other Secured Party, hereby confirms that it
is the intention of all such Persons that this Guaranty and the Obligations of
each Guarantor hereunder not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal
or state Law to the extent applicable to this Guaranty and the Obligations of
each Guarantor hereunder.  To effectuate
the foregoing intention, the Administrative Agent, the other Secured Parties
and the Guarantors hereby irrevocably agree that the Obligations of each
Guarantor under this Guaranty at any time shall be limited to the maximum
amount as will result in the Obligations of such Guarantor under this Guaranty
not constituting a fraudulent transfer or conveyance.  For purposes hereof, Bankruptcy Law
means any proceeding of the type referred to in Section 8.01(f) of
the Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal or
state Law for the relief of debtors.  (c)Each
Guarantor hereby unconditionally and irrevocably agrees that in the event any
payment shall be required to be made to any Secured Party under this Guaranty
or any other guaranty,  2


such Guarantor will contribute,
to the maximum extent permitted by Law, such amounts to each other Guarantor
and each other guarantor so as to maximize the aggregate amount paid to the
Secured Parties under or in respect of the Loan Documents.  (d)To the
extent that any Guarantor (other than the Parent) shall be required hereunder
to pay a portion of the Guaranteed Obligations exceeding the greater of
(a) the amount of the economic benefit actually received by such Guarantor
from the Loans and (b) the amount such Guarantor would otherwise have paid
if such Guarantor had paid the aggregate amount of the Guaranteed Obligations
(excluding the amount thereof repaid by the Borrower) in the same proportion as
such Guarantors net worth at the date enforcement is sought hereunder bears to
the aggregate net worth of all the Guarantors (taken together with the
aggregate net worth of all other Guarantors
(as such term is defined in the Credit Agreement) obligated with respect to the
Guaranteed Obligations (the Other Guarantors))
at the date of enforcement is sought hereunder, then each Other Guarantor shall
reimburse such other Guarantors for the amount of such excess, pro rata, based
on the respective net worths of such Other Guarantors at the date enforcement
hereunder is sought.  Section 2.  Guaranty
Absolute.  Each Guarantor guarantees
that the Guaranteed Obligations will be paid strictly in accordance with the
terms of the Loan Documents, regardless of any Law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any Secured Party with respect thereto.  The Obligations of each Guarantor under or in
respect of this Guaranty are independent of the Guaranteed Obligations or any
other Obligations of any other Loan Party under or in respect of the Loan
Documents, and a separate action or actions may be brought and prosecuted
against each Guarantor to enforce this Guaranty, irrespective of whether any
action is brought against the Borrower or any other Loan Party or whether the
Borrower or any other Loan Party is joined in any such action or actions.  The liability of each Guarantor under this
Guaranty shall be irrevocable, absolute and unconditional irrespective of, and
each Guarantor hereby irrevocably waives any defenses it may now have or hereafter
acquire in any way relating to, any or all of the following:  (a)any lack of validity or
enforceability of any Loan Document or any agreement or instrument relating
thereto;  (b)any change in the time, manner
or place of payment of, or in any other term of, all or any of the Guaranteed
Obligations or any other Obligations of any other Loan Party under or in
respect of the Loan Documents, or any other amendment or waiver of or any
consent to departure from any Loan Document, including, without limitation, any
increase in the Guaranteed Obligations resulting from the extension of
additional credit to any Loan Party or any of its Subsidiaries or otherwise;  (c)any taking, exchange, release or
non-perfection of any Collateral or any other collateral, or any taking,
release or amendment or waiver of, or consent to departure from, any other
guaranty, for all or any of the Guaranteed Obligations;  (d)any manner of application of
Collateral or any other collateral, or proceeds thereof, to all or any of the
Guaranteed Obligations, or any manner of sale or other disposition of any
Collateral or any other collateral for all or any of the Guaranteed Obligations
or any other Obligations of any Loan Party under the Loan Documents or any
other assets of any Loan Party or any of its Subsidiaries;  (e)any change, restructuring or
termination of the corporate structure or existence of any Loan Party or any of
its Subsidiaries;  3


(f)any
failure of any Secured Party to disclose to any Loan Party any information
relating to the business, condition (financial or otherwise), operations,
performance, properties or prospects of any other Loan Party now or hereafter
known to such Secured Party (each Guarantor waiving any duty on the part of the
Secured Parties to disclose such information);  (g)the failure of any other Person
to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter
defined) or any other guaranty or agreement or the release or reduction of
liability of any Guarantor or other guarantor or surety with respect to the
Guaranteed Obligations; or  (h)any other circumstance
(including, without limitation, any statute of limitations) or any existence of
or reliance on any representation by any Secured Party that might otherwise
constitute a defense available to, or a discharge of, any Loan Party or any
other guarantor or surety (other than payment of the Guaranteed Obligations in
full).  This Guaranty shall continue
to be effective or be reinstated, as the case may be, if at any time any
payment of any of the Guaranteed Obligations is rescinded or must otherwise be
returned by any Secured Party or any other Person upon the insolvency,
bankruptcy or reorganization of the Borrower or any other Loan Party or
otherwise, all as though such payment had not been made.  Section 3.  Waivers
and Acknowledgments.  (a)  Each Guarantor hereby unconditionally and
irrevocably waives promptness, diligence, notice of acceptance, presentment,
demand for performance, notice of nonperformance, default, acceleration,
protest or dishonor and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and any requirement that any Secured Party
protect, secure, perfect or insure any Lien or any property subject thereto or
exhaust any right or take any action against any Loan Party or any other Person
or any Collateral.  (b)Each
Guarantor hereby unconditionally and irrevocably waives any right to revoke
this Guaranty and acknowledges that this Guaranty is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in the future.  (c)Each
Guarantor hereby unconditionally and irrevocably waives (i) any defense
arising by reason of any claim or defense based upon an election of remedies by
any Secured Party that in any manner impairs, reduces, releases or otherwise
adversely affects the subrogation, reimbursement, exoneration, contribution or
indemnification rights of such Guarantor or other rights of such Guarantor to
proceed against any of the other Loan Parties, any other guarantor or any other
Person or any Collateral and (ii) any defense based on any right of
set-off or counterclaim against or in respect of the Obligations of such
Guarantor hereunder.  (d)Each
Guarantor acknowledges that the Collateral Agent may, without notice to or
demand upon such Guarantor and without affecting the liability of such
Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial
sale, and each Guarantor hereby waives any defense to the recovery by the
Collateral Agent and the other Secured Parties against such Guarantor of any
deficiency after such nonjudicial sale and any defense or benefits that may be
afforded by applicable Law.  (e)Each
Guarantor hereby unconditionally and irrevocably waives any duty on the part of
any Secured Party to disclose to such Guarantor any matter, fact or thing
relating to the business, condition (financial or otherwise), operations,
performance, properties or prospects of any other Loan Party or any of its
Subsidiaries now or hereafter known by such Secured Party.  4


(f)Each
Guarantor acknowledges that it will receive substantial direct and indirect
benefits from the financing arrangements contemplated by the Loan Documents and
that the waivers set forth in Section 2 and this Section 3
are knowingly made in contemplation of such benefits.  Section 4.  Subrogation.  Each Guarantor hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against the Borrower, any other Loan Party or any other insider
guarantor that arise from the existence, payment, performance or enforcement of
such Guarantors Obligations under or in respect of this Guaranty or any other
Loan Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of any Secured Party against the Borrower,
any other Loan Party or any other insider guarantor or any Collateral, whether
or not such claim, remedy or right arises in equity or under contract, statute
or common Law, including, without limitation, the right to take or receive from
the Borrower, any other Loan Party or any other insider guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until
all of the Guaranteed Obligations (other than (x) obligations with respect to
Secured Hedge Agreements, (y) Cash Management Obligations not yet due and
payable and (z) contingent indemnification obligations not yet accrued and
payable under the Loan Documents) and all other amounts payable under this
Guaranty shall have been paid in full in cash, all Letters of Credit shall have
been cash collateralized or otherwise back-stopped, in each case, on terms
required by the Credit Agreement or shall have expired or been terminated and
the Commitments shall have expired or been terminated.  If any amount shall be paid to any Guarantor
in violation of the immediately preceding sentence at any time prior to the
latest of (a) the payment in full in cash of the Guaranteed Obligations
and all other amounts payable under this Guaranty, (b) the Maturity Date
of the Revolving Credit Facility and (c) the latest date of cash
collateralization or other back-stop, in each case, on the terms required by
the Credit Agreement or the expiration or termination of all Letters of Credit,
such amounts shall be received and held in trust for the benefit of the Secured
Parties, shall be segregated from other property and funds of such Guarantor
and shall forthwith be paid or delivered to the Administrative Agent in the
same form as so received (with any necessary endorsement or assignment) to be
credited and applied to the Guaranteed Obligations and all other amounts
payable under this Guaranty, whether matured or unmatured, in accordance with
the terms of the Loan Documents, or to be held as Collateral for any Guaranteed
Obligations (other than (x) obligations with respect to Secured Hedge
Agreements, (y) Cash Management Obligations not yet due and payable and (z)
contingent indemnification obligations not yet accrued and payable under the
Loan Documents) or other amounts payable under this Guaranty thereafter
arising.  If (i) any Guarantor shall
make payment to any Secured Party of all or any part of the Guaranteed
Obligations, (ii) all of the Guaranteed Obligations and all other amounts,
if any, payable under this Guaranty shall have been paid in full in cash,
(iii) the Maturity Date of the Revolving Credit Facility shall have
occurred and (iv) all Letters of Credit shall have been cash
collateralized or otherwise back-stopped, in each case, on the terms required
under the Credit Agreement, or shall have expired or been terminated, the
Secured Parties will, at such Guarantors request and expense, execute and
deliver to such Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation
to such Guarantor of an interest in the Guaranteed Obligations resulting from
such payment made by such Guarantor pursuant to this Guaranty.  Section 5.  Payments
Free and Clear of Taxes, Etc.  Any
payment made by a Guarantor pursuant to this Guaranty which results in the
imposition of Taxes which would not have been imposed had the payment been made
by the Borrower shall be made free and clear of and without deduction for any
such Taxes; provided that if a Guarantor shall be required
to deduct any such Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums paid under this section) the
Administrative Agent, Lender or L/C Issuer (as the case may be) receives an
amount equal to the sum it  5


would have received had
no such deductions been made, (ii) such Guarantor shall make such deductions
and (iii) such Guarantor shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable Law. For
the avoidance of doubt, this Section 5 shall be read as an obligation of the
Guarantors that is in addition to their Guarantee of the Borrowers obligations
to indemnify for Taxes and Other Taxes pursuant to Section 3.01 of the
Credit Agreement and shall not relieve a Guarantor of its obligations to make
payments pursuant to Section 3.01 of the Credit Agreement on the
relevant Borrowers behalf.  Section 6.  Representations
and Warranties.  Each Guarantor
hereby makes each representation and warranty made in the Loan Documents by the
Borrower with respect to such Guarantor and each Guarantor hereby further
represents and warrants as follows:  (a)There are no conditions
precedent to the effectiveness of this Guaranty that have not been satisfied or
waived.  (b)Such Guarantor has,
independently and without reliance upon any Secured Party and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Guaranty and each other Loan Document
to which it is or is to be a party, and such Guarantor has established adequate
means of obtaining from each other Loan Party on a continuing basis information
pertaining to, and is now and on a continuing basis will be familiar with, the
business, condition (financial or otherwise), operations, performance,
properties and prospects of such other Loan Party.  Section 7.  Covenants.  Each Guarantor (other than the Borrower)
covenants and agrees that, so long as any part of the Guaranteed Obligations
shall remain unpaid, any Letter of Credit shall be outstanding and not cash
collateralized or otherwise back-stopped in accordance with the Cash
Collateralization or back-to-back letter of credit provisions set forth in Section
2.03(g) of the Credit Agreement or any Lender shall have any Commitment,
such Guarantor will perform and observe, and cause each of its Subsidiaries to
perform and observe, all of the terms, covenants and agreements set forth in
the Loan Documents on its or their part to be performed or observed or that the
Borrower has agreed to cause such Guarantor or such Subsidiaries to perform or
observe.  Section 8.  Amendments,
Guaranty Supplements, Etc.  (a)  No amendment or waiver of any provision of
this Guaranty and no consent to any departure by any Guarantor therefrom shall
in any event be effective unless the same shall be in writing and signed by the
Administrative Agent and the Required Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.  Upon the sale of a
Guarantor to the extent permitted in accordance with the terms of the Loan Documents,
such Guarantor (other than the Borrower) shall be automatically released from
this Guaranty.  The Administrative Agent
will, at such Guarantors expense, execute and deliver to such Guarantor such
documents as such Guarantor shall reasonably request to evidence the release of
such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the
Administrative Agent a written request therefor and a certificate of such
Guarantor to the effect that the transaction is in compliance with the Loan
Documents.  The Administrative Agent
shall be authorized to rely on any such certificate without independent
investigation.  (b)Upon
the execution and delivery by any Person of a guaranty supplement in substantially
the form of Exhibit A hereto (each, a Guaranty
Supplement), (i) such Person shall be referred to as an Additional Guarantor and
shall become and be a Guarantor hereunder, and each reference in this Guaranty
to a Guarantor shall also mean and be a reference
to such Additional Guarantor, and each reference in any other Loan Document to
a Guarantor shall also mean and
be a  6


reference to such Additional
Guarantor, and (ii) each reference herein to this Guaranty, hereunder, hereof or
words of like import referring to this Guaranty, and each reference in any
other Loan Document to the Guaranty,
thereunder, thereof or
words of like import referring to this Guaranty, shall mean and be a reference
to this Guaranty as supplemented by such Guaranty Supplement.  Section 9.  Notices,
Etc.  All notices and other
communications provided for hereunder shall be in writing (including
telegraphic, telecopy, pdf or telex communication) and mailed, telegraphed,
telecopied, telexed or delivered to it, if to any Guarantor, addressed to it in
care of the Borrower at the Borrowers address specified in Schedule 10.02
of the Credit Agreement, if to any Agent, at its address specified in Schedule
10.02 of the Credit Agreement, if to or any Lender, at its address
specified in its Administrative Questionnaire, if to any Hedge Bank, at its
address specified in the Secured Hedge Agreement to which it is a party, or, as
to any party, at such other address as shall be designated by such party in a
written notice to each other party.  All
such notices and other communications shall be deemed to be given or made at
such time as shall be set forth in Section 10.02 of the Credit
Agreement.  Delivery by telecopier or pdf
of an executed counterpart of a signature page to any amendment or waiver of
any provision of this Guaranty or of any Guaranty Supplement to be executed and
delivered hereunder shall be effective as delivery of an original executed
counterpart thereof.  Section 10.  No
Waiver; Remedies.  No failure on the
part of any Secured Party to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of any remedies
provided by Law.  Section 11.  Right
of Set-off.  Upon the occurrence and
during the continuance of any Event of Default, the Administrative Agent and,
after obtaining the prior written consent of the Administrative Agent, each
other Agent and each Lender and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted
by Law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final, but excluding payroll, tax and trust accounts) at
any time held and other indebtedness at any time owing by such Agent, such Lender
or such Affiliate to or for the credit or the account of any Guarantor against
any and all of the Obligations of such Guarantor now or hereafter existing
under the Loan Documents, irrespective of whether such Agent or such Lender
shall have made any demand under this Guaranty or any other Loan Document
provided such Obligations shall be due and payable.  Each Agent and each Lender agrees promptly to
notify such Guarantor after any such set-off and application; provided, however,
that the failure to give such notice shall not affect the validity of such
set-off and application.  The rights of
each Agent and each Lender and their respective Affiliates under this Section
are in addition to other rights and remedies (including, without limitation,
other rights of set-off) that such Agent, such Lender and their respective
Affiliates may have.  Section 12.  Indemnification.  (a) 
Without limitation on any other Obligations of any Guarantor or remedies
of the Secured Parties under this Guaranty, each Guarantor shall, to the
fullest extent permitted by law, indemnify, defend and save and hold harmless
each Secured Party and each of their Affiliates and their respective officers,
directors, employees, agents and advisors (each, an Indemnified Party) from and against,any and all claims, damages, losses,
liabilities and expenses (including, without limitation, Attorney Costs) (which
shall be limited to one (1) counsel to the Administrative Agent and the Secured
Parties (exclusive of one local counsel to the Administrative Agent and the
Secured Parties in each appropriate jurisdiction), unless (x) the interests of
the Administrative Agent and the Secured Parties are sufficiently divergent, in
which case one (1) additional counsel may be appointed and (y) if the interests
of any Secured Party or group of Secured Parties (other than all of the Secured
Parties) are distinctly or disproportionately affected, one (1) additional
counsel for such Secured  7


Party or group of Secured Parties in connection with the execution,
delivery, enforcement, performance or administration of any Loan Document or
any other agreement, letter or instrument delivered in connection with the
transactions contemplated thereby or the consummation of the transactions
contemplated thereby) that may be actually incurred by  or awarded against any Indemnified Party in
connection with or as a result of any failure of any Guaranteed Obligations to
be the legal, valid and binding obligations of any Loan Party enforceable
against such Loan Party in accordance with their terms.  (b)Each
Guarantor hereby also agrees that none of the Indemnified Parties shall have
any liability (whether direct or indirect, in contract, tort or otherwise) to
any of the Guarantors or any of their respective Affiliates or any of their
respective officers, directors, employees, agents and advisors, and each
Guarantor hereby agrees not to assert any claim against any Indemnified Party
on any theory of liability, for special, indirect, consequential or punitive
damages arising out of or otherwise relating to the Facilities, the actual or
proposed use of the proceeds of the Loans or the Letters of Credit, the Loan
Documents or any of the transactions contemplated by the Loan Documents.  (c)Each
of the Indemnified Parties hereby also agrees that none of the Guarantors shall
have any liability (whether direct or indirect, in contract, tort or otherwise)
to any of the Indemnified Parties or any of their respective Affiliates or any
of their respective officers, directors, employees, agents and advisors, and
each of the Indemnified Parties hereby agrees not to assert any claim against
any Guarantor on any theory of liability, for special, indirect, consequential
or punitive damages arising out of or otherwise relating to the Facilities, the
actual or proposed use of the proceeds of the Loans or the Letters of Credit,
the Loan Documents or any of the transactions contemplated by the Loan
Documents.  (d)Without
prejudice to the survival of any of the other agreements of any Guarantor under
this Guaranty or any of the other Loan Documents, the agreements and
obligations of each Guarantor contained in Section 1(a) (with
respect to enforcement expenses), the last sentence of Section 2, Section 5
and this Section 12 shall survive the payment in full of the
Guaranteed Obligations and all of the other amounts payable under this
Guaranty.  Section 13.  Continuing
Guaranty; Assignments under the Credit Agreement.  This Guaranty is a continuing guaranty and
shall (a) remain in full force and effect until the latest of (i) the
payment in full in cash of the Guaranteed Obligations (other than with respect
to the Secured Hedge Agreement and the Cash Management Obligations that are not
yet due and payable and contingent indemnification obligations for which no
claim has been asserted) and all other amounts payable under this Guaranty,
(ii) the Maturity Date of the Revolving Credit Facility and (iii) the
latest date of cash collateralization or other back-stop, in each case, on the
terms required by the Credit Agreement, or expiration or termination of all
Letters of Credit, (b) be binding upon each Guarantor, its successors and
assigns and (c) inure to the benefit of and be enforceable by the Secured
Parties and their successors, transferees and assigns.  Without limiting the generality of
clause (c) of the immediately preceding sentence, any Secured Party may
assign or otherwise transfer all or any portion of its rights and obligations
under the Credit Agreement (including, without limitation, all or any portion
of its Commitments, the Loans owing to it and the Note or Notes held by it) to
any other Person, and such other Person shall thereupon become vested with all
the benefits in respect thereof granted to such Secured Party herein or
otherwise, in each case as and to the extent provided in Section 10.07
of the Credit Agreement.  Except as
expressly provided in the Credit Agreement, no Guarantor shall have the right
to assign its rights hereunder or any interest herein without the prior written
consent of the Secured Parties.  Section 14.  Execution
in Counterparts.  This Guaranty and
each amendment, waiver and consent with respect hereto may be executed in any
number of counterparts and by different parties thereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed
counterpart  8


of a signature page to
this Guaranty by telecopier or pdf shall be effective as delivery of an
original executed counterpart of this Guaranty.  Section 15.  Governing
Law; Jurisdiction; Waiver of Jury Trial, Etc.  (a) 
This Guaranty shall be governed by, and construed in accordance with,
the laws of the State of New York.  (b)Each
Guarantor and each of the Secured Parties hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or federal court of the United
States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Guaranty or any of the other Loan Documents to which it is or is to be a party,
or for recognition or enforcement of any judgment, and each Guarantor and each
of the Secured Parties hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in any such New York State court or, to the extent permitted by law, in such
federal court.  Each Guarantor and each
of the Secured Parties and each of the Secured Parties agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this
Guaranty or any other Loan Document shall affect any right that any party may
otherwise have to bring any action or proceeding relating to this Guaranty or
any other Loan Document in the courts of any jurisdiction.  (c)Each
Guarantor and each of the Secured Parties irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Guaranty or any of the
other Loan Documents to which it is or is to be a party in any New York
State or federal court.  Each Guarantor
and each of the Secured Parties hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the
maintenance of such suit, action or proceeding in any such court.  (d)EACH
GUARANTOR AND EACH OF THE SECURED PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN
DOCUMENTS, THE LOANS OR THE ACTIONS OF ANY SECURED PARTY OR GUARANTOR IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.  [Remainder of
Page Left Intentionally Blank]  9


IN WITNESS WHEREOF, each Guarantor has caused this
Guaranty to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.  UHS HOLDCO, INC.By:
  /s/ Rex T. ClevengerName: Rex T. ClevengerTitle:  CFO
  & Executive Vice President


Exhibit A To The Guaranty  FORM OF GUARANTY SUPPLEMENT  , 20  Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as
Administrative Agent 222 N. LaSalle St., 16th Floor Chicago, IL60601 Phone:(312) 750-6136 Fax:(312) 428-4048  Credit Agreement dated as of
May 31, 2007 among UNIVERSAL HOSPITAL SERVICES, INC., a Delaware corporation
(the Borrower), UHS HOLDCO, INC., a
Delaware corporation (the Parent) the
Lenders, the Initial L/C Issuer, the Initial Swing Line Lender, MERRILL LYNCH
CAPITAL a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as
Administrative Agent, and MERRILL LYNCH CAPITAL a division of MERRILL LYNCH
BUSINESS FINANCIAL SERVICES INC., BEAR STEARNS & CO. INC. and WACHOVIA
CAPITAL MARKETS , LLC, as Joint Lead Arrangers and Joint Bookrunners.  Ladies and Gentlemen:  Reference is made to the
above-captioned Credit Agreement and to the Guaranty referred to therein (such
Guaranty, as in effect on the date hereof and as it may hereafter be amended,
supplemented or otherwise modified from time to time, together with this
Guaranty Supplement, being the Guaranty).  The
capitalized terms defined in the Guaranty or in the Credit Agreement and not
otherwise defined herein are used herein as therein defined.  Section 1.  Guaranty; Limitation of Liability.  (a) 
The undersigned hereby absolutely, unconditionally and irrevocably
guarantees the punctual payment when due, whether at scheduled maturity or on
any date of a required prepayment or by acceleration, demand or otherwise, of
all Obligations of the Borrower, each Loan Party guaranteeing the Obligations
of the Borrower and each other Restricted Subsidiary which is an obligor with
respect to the Cash Management Obligations now or hereafter existing under or
in respect of the Loan Documents (including, without limitation, any
extensions, modifications, substitutions, amendments or renewals of any or all
of the foregoing Obligations), whether direct or indirect, absolute or
contingent, and whether for principal, interest, premiums, fees, indemnities,
contract causes of action, costs, expenses or otherwise (such Obligations being
the Guaranteed Obligations),
and agrees to pay any and all expenses (including, without limitation,
reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by
the Administrative Agent or any other Secured Party in enforcing any rights
under this Guaranty Supplement, the Guaranty or any other Loan Document in
accordance with Section 10.04 of the Credit Agreement (including
reasonable fees, expenses and disbursements of any law firm or other external
counsel to the Administrative Agent); provided, however,
that in no event shall the Guaranteed Obligations of any Guarantor include any
of its obligations as a Borrower under the Credit Agreement.  Without limiting the


generality of the
foregoing, the undersigneds liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed by any other
Loan Party to any Secured Party under or in respect of the Loan Documents but
for the fact that they are unenforceable or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving such other Loan
Party.  (b)The undersigned, and by its acceptance of this Guaranty Supplement, the
Administrative Agent and each other Secured Party, hereby confirms that it is
the intention of all such Persons that this Guaranty Supplement, the Guaranty
and the Obligations of the undersigned hereunder and thereunder not constitute
a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
foreign, federal or state law to the extent applicable to this Guaranty
Supplement, the Guaranty and the Obligations of the undersigned hereunder and
thereunder.  To effectuate the foregoing
intention, the Administrative Agent, the other Secured Parties and the
undersigned hereby irrevocably agree that the Obligations of the undersigned
under this Guaranty Supplement and the Guaranty at any time shall be limited to
the maximum amount as will result in the Obligations of the undersigned under
this Guaranty Supplement and the Guaranty not constituting a fraudulent
transfer or conveyance.  (c)The undersigned hereby unconditionally and irrevocably agrees that in
the event any payment shall be required to be made to any Secured Party under
this Guaranty Supplement, the Guaranty; or any other guaranty, the undersigned
will contribute, to the maximum extent permitted by applicable law, such
amounts to each other Guarantor and each other guarantor so as to maximize the
aggregate amount paid to the Secured Parties under or in respect of the Loan
Documents.  (d)To the extent that any Guarantor (other than the Parent) shall be
required hereunder to pay a portion of the Guaranteed Obligations exceeding the
greater of (a) the amount of the economic benefit actually received by
such Guarantor from the Loans and (b) the amount such Guarantor would
otherwise have paid if such Guarantor had paid the aggregate amount of the
Guaranteed Obligations (excluding the amount thereof repaid by the Borrower) in
the same proportion as such Guarantors net worth at the date enforcement is
sought hereunder bears to the aggregate net worth of all the Guarantors (taken
together with the aggregate net worth of all other Guarantors
(as such term is defined in the Credit Agreement) obligated with respect to the
Guaranteed Obligations (the Other Guarantors))
at the date of enforcement is sought hereunder, then each Other Guarantor shall
reimburse such other Guarantors for the amount of such excess, pro rata, based
on the respective net worths of such Other Guarantors at the date enforcement
hereunder is sought.  Section 2.  Obligations Under the Guaranty.  The undersigned hereby agrees, as of the date
first above written, to be bound as a Guarantor by all of the terms and
conditions of the Guaranty to the same extent as each of the other Guarantors
thereunder.  The undersigned further
agrees, as of the date first above written, that each reference in the Guaranty
to an Additional Guarantor
or a Guarantor
shall also mean and be a reference to the undersigned, and each reference in
any other Loan Document to a Domestic Guarantor or a Loan Party shall also mean and
be a reference to the undersigned.  Section 3.  Representations and Warranties.  The undersigned hereby makes each
representation and warranty set forth in Section 6 of the Guaranty
to the same extent as each other Guarantor.  Section 4.  Delivery by Telecopier.  Delivery of an executed counterpart of a
signature page to this Guaranty Supplement by telecopier shall be effective as
delivery of an original executed counterpart of this Guaranty Supplement.  2


Section 5.  Governing Law; Jurisdiction; Waiver of
Jury Trial, Etc.  (a)  This Guaranty Supplement shall be governed
by, and construed in accordance with, the laws of the State of New York.  (b)The undersigned hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York
State court or any federal court of the United States of America sitting in
New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Guaranty Supplement, the Guaranty
or any of the other Loan Documents to which it is or is to be a party, or for
recognition or enforcement of any judgment, and the undersigned hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by law, in such federal court.  The undersigned agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Guaranty Supplement
or the Guaranty or any other Loan Document shall affect any right that any
party may otherwise have to bring any action or proceeding relating to this
Guaranty Supplement, the Guaranty or any of the other Loan Documents to which
it is or is to be a party in the courts of any other jurisdiction.  (c)The undersigned irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Guaranty Supplement, the Guaranty or any of the
other Loan Documents to which it is or is to be a party in any New York
State or federal court.  The undersigned
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such suit, action or proceeding
in any such court.  (d)THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE LOANS
OR THE ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.  Very truly yours,[NAME OF ADDITIONAL GUARANTOR]ByTitle:  3