Exhibit 10.1

EMPLOYMENT  AGREEMENT

**EMPLOYMENT  AGREEMENT**(this "Employment Agreement") dated as of June 25, 2002  ("Effective Date"), between UNIVERSAL HOSPITAL SERVICES, INC., a Delaware  corporation (the "Company"), and Gary D. Blackford (the "Executive").

The Company wishes  to employ the Executive, and the Executive wishes to accept employment with  the Company, on the terms and conditions set forth in this Agreement.

Accordingly, the  Company and the Executive agree as follows:

# 1.                   Position; Duties.  The Company agrees to employ the Executive, and the Executive  agrees to serve and accept employment, for the Term (as defined below) as  President and Chief Executive Officer, and member of the Board of Directors of  the Company ("Board") of the Company, subject to the direction and control  of the Chairman of the Board of Directors of the Company, and, in connection  therewith, to reside in the Minneapolis, Minnesota area, to oversee and direct  the operations of the Company and to perform such other duties as the Board  may from time to time reasonably direct.   The Executive's place of employment will be in the Minneapolis,  Minnesota area.  During the Term,  the Executive agrees to devote substantially all of his time, energy,  experience and talents during regular business hours, and as otherwise  reasonably necessary, to such employment, to devote his best efforts to  advance the interests of the Company.  The  Executive shall be entitled to engage in other business activities of a  material nature, as an employee, director, consultant or in any other  capacity, whether or not the Executive receives any compensation therefor,  provided the Executive notifies the Chairman of the Board of such other  business activities and the Chairman of the Board determines in good faith  that such other business activities do not unreasonably conflict with the  Executive's duties and responsibilities to the Company pursuant to this  Employment Agreement.  The  Executive will not be given duties inconsistent with his executive position.

# 2.                   Term of Employment Agreement.   The term of the Executive's employment hereunder will begin as of  June 25, 2002 and end as of the close of business on June 30, 2005, subject to  earlier termination pursuant to the terms hereof (including the Renewal Term,  as defined in the next sentence, the "Term").   Following the initial Term, this Agreement will automatically be  renewed for successive one-year terms (each a "Renewal Term") unless  notice of termination is given by either party upon not less than 30 days'  written notice prior to the date on which such renewal would otherwise occur.   In the event that the Executive's employment is not renewed following  the expiration of the Term or following the expiration of the first Renewal  Term immediately succeeding the Term, the Company shall pay to the Executive  the Executive's base salary and provide the Executive with the benefits  provided hereunder for twelve months following such non-renewal.   In such event, the Executive will also be entitled to receive within 10  days after termination, a lump sum payment equal to 72% of his base salary at  the time of termination.

# 3.                   Compensation and Benefits.

## (a)                 Base Salary.  The  Executive's base salary will be an annual rate of $310,000, payable in equal  bi-weekly installments.  The Board  will review the Executive's base salary annually and make adjustments as it  deems appropriate.  Necessary  withholding taxes, FICA contributions and the like will be deducted from the  Executive's base salary.

## (b)                Bonus.  In addition  to the Executive's base salary, but subject to the other provisions of this  Employment Agreement, the Executive will be entitled to receive a bonus based  on the achievement of the annual EBITDA target established by the Board for  each fiscal year; provided that the target for any fiscal year will be subject  to adjustment by the Board, in good faith, to reflect any acquisitions,  dispositions and material changes to capital spending.   The amount of such bonus, if any, will correspond to achievement of  target EBITDA in accordance with the following: 

| Percentage Achievement of Target EBITDA | Percentage of Base Salary |
|-----------------------------------------|---------------------------|
| 90% or less                             | 0%                        |
| 100%                                    | 80%                       |
| 110% or more                            | 160%                      |

Bonus  amounts between the above amounts will be determined by straight line  interpolation (e.g., if percentage achievement is 95%, the bonus shall be 40%  of base salary).  For  computational purposes, "base salary" shall equal the amount received  pursuant to Section 3(a) for the fiscal year.   Notwithstanding any provision of this Section 3(b) to the contrary, the  Executive's bonus payable for the 2002 target shall not be less than 25% of  Executive's base salary.

## (c)                 Options.  As of the  Effective Date, the Company will grant to the Executive two options subject to  the terms in Exhibit A and the stock option agreement attached as Exhibit B.

## (d)                Stock Purchase.  As  of the Effective Date, the Executive shall be entitled to purchase 45,455  shares of the Company's common stock subject to the terms in Exhibit C and  the stock subscription agreement attached as Exhibit D.

## (e)                 Other.  The  Executive will be entitled to such health, life, disability, pension, sick  leave and other benefits as are generally made available by the Company to its  executive employees.  If the  Executive elects not to participate in the Company's group health plan, but  rather obtains health coverage directly through Minnesota Blue Cross Blue  Shield, or such other insurer as the Board may approve, the Company shall  reimburse the Executive for the reasonable cost of such coverage.   The Executive will also accrue five weeks paid vacation during each  year during the Term, in accordance with and subject to the Company's  vacation policy.

# 4.                   Termination.

## (a)                 Death.  This  Employment Agreement will automatically terminate upon the Executive's  death.  In the event of such  termination, the Company will pay to the Executive's legal representatives  the Executive's base salary in monthly installments and continue to provide  the benefits provided hereunder, in each case for twelve months following such  termination.

## (b)                Disability.  If  during the Term the Executive becomes physically or mentally disabled whether  totally or partially, either permanently or so that the Executive is unable  substantially and competently to perform his duties hereunder for a period of  90 consecutive days or for 90 days during any six-month period during the Term  (a "Disability"), the Company may terminate the Executive's employment  hereunder by written notice to the Executive.   In the event of such termination, the Company will pay to the Executive  his base salary in monthly installments and continue to provide the benefits  provided hereunder, in each case for twelve months following such termination.

## (c)                 Cause.  The  Executive's employment hereunder may be terminated at any time by the  Company for Cause (as defined herein) by written notice to the Executive.   In the event of such termination, all of the Executive's rights to  payments (other than payment for services already rendered) and any other  benefits otherwise due hereunder will cease immediately.   The Company will have "Cause" for termination of the Executive's  employment hereunder if any of the following has occurred:

### (i)                   the commission by the Executive of a felony for which he is convicted;  or

### (ii)                 the material breach by the Executive of his agreements or obligations  under this Agreement, if such breach is described in a written notice to the  Executive referring to this Section 4(c)(ii), and such breach is not capable  of being cured or has not been cured within thirty (30) days after receipt of  such notice.

## (d)                Without Cause.  The  Executive's employment hereunder may be terminated at any time by the  Company without Cause by written notice to the Executive.   In the event of such termination, the Company shall continue to pay the  Executive the Executive's base salary and provide the Executive continued  group health plan benefits at the active employee rate and in accordance with  the Executive's group health plan elections on the date of termination  through the date which is twelve months from the Date of Termination (as  defined herein).  In such event, the Executive will also be entitled to receive  within 10 days following the Date of Termination, a lump sum payment equal to  72% of his base salary in effect on the Date of Termination.   It is acknowledged and agreed that termination of the Executive's  employment upon expiration of the Term, or any Renewal Term, shall not be  deemed to constitute a termination without Cause for purposes of this  Employment Agreement or for any other purpose.

## (e)                 Resignation Without Good Reason.   The Executive may terminate the Executive's employment hereunder upon  sixty days' prior written notice to the Company, without Good Reason (as  defined herein).  In the event of  such termination, all of the Executive's rights to payment (other than  payment for services already rendered) and any other benefits otherwise due  hereunder will cease upon the date of such termination.   It is acknowledged and agreed that termination of the Executive's  employment upon expiration of the Term will not be deemed to constitute a  resignation without Good Reason for purposes of this Employment Agreement or  any other purpose.

## (f)                  Resignation For Good Reason.   The Executive may terminate the Executive's employment hereunder at  any time upon thirty days' written notice to the Company, for Good Reason.  In the event of such termination, the Company shall continue to pay the  Executive the Executive's base salary and provide the Executive the benefits  provided in Section 3(e) hereunder through the date which is twelve months  from the Date of Termination (as defined herein).   In such event, the Executive will also be entitled to receive within 10  days following the Date of Termination, a lump sum equal to 72% of his base  salary in effect on the Date of Termination.

The Executive will  have "Good Reason" for termination of the Executive's employment  hereunder if, other than for Cause, any of the following has occurred:

### (i)                   the Executive's base salary or the percentage of base salary to which  the Executive may be entitled as the result of the Company reaching the annual  EBITDA targets as provided in Section 3(b) of this Employment Agreement has  been reduced other than in connection with an across-the-board reduction (of  approximately the same percentage) in executive compensation to executive  employees imposed by the Board in response to negative financial results or  other adverse circumstances affecting the Company;

### (ii)                 the Board establishes an unachievable and commercially unreasonable  annual EBITDA target that the Company must achieve in order for the Executive  to receive a bonus under Section 3(b) of this Employment Agreement;

### (iii)                the Executive is not elected or re-elected to the Board;

### (iv)               the Company has reduced or reassigned a material portion of the Executive's duties hereunder, has required the Executive to relocate outside  the greater Minneapolis, Minnesota area or has relocated the corporate  headquarters of the Company outside the greater Minneapolis, Minnesota area or  has removed or relocated outside the greater Minneapolis area, a material  number of employees or senior management of the Company; or

### (v)                 the Company has breached this Employment Agreement in any material  respect.

## (g)                 Change of Control.  If the Executive is terminated without Cause or resigns for  Good Reason at any time within six months prior to, or twenty-four months  following, a Change of Control, or the Executive terminates employment for any  reason during the thirty (30) day period following the six month anniversary  of the Change of Control, and notwithstanding Sections 4(d) and 4(f), and in  lieu of amounts provided under Sections 4(d) and 4(f), the Company shall  continue to pay the Executive the Executive's base salary and provide the  Executive the benefits provided in Section 3(e) hereunder through the date  which is twenty-four months from the Date of Termination following such Change  of Control as defined below in Section 4(h).   In such event, the Executive will also be entitled to receive within 10  days following the Date of Termination, a lump sum equal to 72% of his base  salary in effect on the Date of Termination.   Notwithstanding any provision of this Employment Agreement to the  contrary, in the event that any payment or benefit received or to be received  by the Executive in connection with a Change in Control of the Company or  termination of Executive's employment constitutes a "parachute payment,"  within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986,  as amended (the "Code") which would be subject to the excise tax imposed  by Section 4999 of the Code (the "Excise Tax"), then the Company shall pay  the Executive in cash an additional amount (the "Gross-Up Payment") such  that, after payment by Executive of all taxes, including but not limited to  income taxes (and any interest and penalties imposed with respect thereto) and  the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an  amount of the Gross-Up Payment equal to the Excise Tax imposed on the  parachute payments.  For purposes  of this Section 4(g), "Change of Control" shall mean when any "person"  (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of  1934), other than the Company, J.W. Childs Equity Partners, L.P., any trustee  or other fiduciary holding securities under an employee benefit plan of the  Company or any Subsidiary, or any corporation owned, directly or indirectly,  by the stockholders of the Company, in substantially the same proportions as  their ownership of stock of the Company, acquires, in a single transaction or  a series of transactions (i) "beneficial ownership" (as defined in Rule  13d-3 under the Securities Exchange Act of 1934) of securities representing  more than 50% of the combined voting power of the Company (or, prior to a  public offering, more than 50% of the Company's outstanding shares of Common  Stock), or (ii) substantially all of the assets of the Company.  For purposes of this Section 4(g),  "Subsidiary" shall  mean any corporation in an unbroken chain of corporations beginning with the  Company if, at the time of a Change of Control, each of the corporations  (other than the last corporation in the unbroken chain) owns stock possessing  50% or more of the total combined voting power of all classes of stock in one  of the other corporations in the chain.

## (h)                 Date and Effect of Termination.   The date of termination of the Executive's employment hereunder,  pursuant to this Section 4, will be, (i) in the case of Section 4(a), the date  of the Executive's death, (ii) in the case of Sections 4(b), (c) or (d), the  date specified as your last day of employment in the Company's notice to the  Executive of such termination, (iii) in the case of Section 4(e), or 4(f), the  date specified in the Executive's notice to the Company of such termination  (in each case, the "Date of Termination"), or (iv) in the case of Section  4(g), the date specified in the Executive's notice to the Company for  resignation for Good Reason or the Company's notice to the Executive for  termination without Cause.  Upon  any termination of the Executive's employment hereunder pursuant to this  Section 4, the Executive will not be entitled to any further payments or  benefits of any nature pursuant to this Employment Agreement, or as a result  of such termination, except as specifically provided for in this Employment  Agreement, or as a result of such termination, except as specifically provided  for in this Employment Agreement, the Stockholders' Agreement between the  Company and the equity security holders of the Company (the "Stockholders'  Agreement"), in any stock option plans adopted by the Company in accordance  with Section 3(b) hereof, or as may be required by law.

## (i)                   Terminations Not a Breach.   The termination of the Executive's employment pursuant to this  Section 4 shall not constitute a breach of this Employment Agreement by the  party responsible for the termination, and the rights and responsibilities of  the parties under this Employment Agreement as a result of such termination  shall be as described in this Section 4.

# 5.                   Acknowledgment.  The  Executive agrees and acknowledges that in the course of rendering services to  the Company and its clients and customers, the Executive will have access to  and become acquainted with confidential information about the professional,  business and financial affairs of the Company and its affiliates.   The Executive acknowledges that the Company is engaged and will be  engaged in a highly competitive business, and the success of the Company in  the marketplace depends upon its good will and reputation for quality and  dependability.  The Executive  recognizes that in order to guard the legitimate interests of the Company and  its affiliates, it is necessary for the Company to protect all confidential  information.  The existence of any  claim or cause of action by the Executive against the Company shall not  constitute and shall not be asserted as a defense to the enforcement by the  Company of Section 6.  The  Executive further agrees that the Executive's obligations under Section 6  shall be absolute and unconditional.

# 6.                   Confidentiality.  The Executive agrees that during and at all times after the  Term, the Executive will keep secret all confidential matters and materials of  the Company (including its subsidiaries and affiliates), including, without  limitation, know-how, trade secrets, real estate plans and practices,  individual office results, customer lists, pricing policies, operational  methods, any information relating to the Company (including any of its  subsidiaries and affiliates) products, processes, customers and services and  other business and financial affairs of the Company (collectively, the "Confidential  Information"), to which the Executive had or may have access  and will not disclose such Confidential Information to any person other than  the Company, their respective authorized employees and such other people to  whom the Executive has been instructed to make disclosure by the Board, in  each case only to the extent required in connection with court process.   "Confidential Information" will not include any information which  is in the public domain during or after the Term, provided such information is  not in the public domain as a consequence of disclosure by the Executive in  violation of this Employment Agreement.

# 7.                   Modification.  The  Executive agrees and acknowledges that the perpetual duration and scope of the  covenants described in Section 6 are fair, reasonable and necessary in order  to protect the good will and other legitimate interests of the Company and its  subsidiaries, that adequate consideration has been received by the Executive  for such obligations, and that these obligations do not prevent the Executive  from earning a livelihood.  If, however, for any reason any court of competent  jurisdiction determines that any restriction contained in Section 6 is not  reasonable, that consideration is inadequate or that the Executive has been  prevented unlawfully from earning a livelihood, such restriction will be  interpreted, modified or rewritten to include as much of the duration, scope  and geographic area identified in Section 6 as will render such restrictions  valid and enforceable.

# 8.                   Equitable Relief.  The Executive acknowledges that the Company will suffer  irreparable harm as a result of a breach of this Employment Agreement by the  Executive for which an adequate monetary remedy does not exist and a remedy at  law may prove to be inadequate.  Accordingly,  in the event of any actual or threatened breach by the Executive of any  provision of this Employment Agreement, the Company will, in addition to any  other remedies permitted by law, be entitled to obtain remedies in equity,  including without limitation specific performance, injunctive relief, a  temporary restraining order and/or a permanent injunction in any court of  competent jurisdiction, to prevent or otherwise restrain any such breach  without the necessity of proving damages, posting a bond or other security,  and to recover any and all costs and expenses, including reasonable counsel  fees, incurred in enforcing this Employment Agreement against the Executive,  and the Executive hereby consents to the entry of such relief against the  Executive and agrees not to contest such entry.   Such relief will be in addition to and not in substitution of any other  remedies available to the Company.  The  existence of any claim or cause of action by the Executive against the Company  or any of its subsidiaries, whether predicated on this Employment Agreement or  otherwise, will not constitute a defense to the enforcement by the Company of  this Employment Agreement.  The  Executive agrees not to defend on the basis that there is an adequate remedy  at law.

# 9.                   Life Insurance.  The  Company may, at its discretion and at any time after the execution of this  Employment Agreement, apply for and procure, as owner and for its own benefit,  and at its own expense, insurance on the Executive's life, in such amount  and in such form or forms as the Company may determine.   The Executive will have no right or interest whatsoever in such policy  or policies, but the Executive agrees that the Executive will, at the request  of the Company, submit himself to such medical examinations, supply such  information and execute and deliver such documents as may be required by the  insurance company or companies to which the Company or any such subsidiary has  applied for such insurance.

# 10.               Successors; Assigns; Amendment; Notice.   This Employment Agreement will be binding upon and will inure to the  benefit of the Company and will not be assigned by the Company without the  Executive's prior written consent.  This  Employment Agreement will be binding upon the Executive and will inure to the  benefit of the Executive's heirs, executors, administrators and legal  representatives, but will not be assignable by the Executive.   This Employment Agreement may be amended or altered only by the written  agreement of the Company and the Executive.   All notices or other communications permitted or required under this  Employment Agreement will be in writing and will be deemed to have been duly  given if delivered by hand, by facsimile transmission to the Company (if  confirmed) or mailed (certified or registered mail, postage prepaid, return  receipt requested) to the Executive or the Company at the last known address  of the party, or such other address as will be furnished in writing by like  notice by the Executive or the Company to the other.

# 11.               Entire Agreement.  This Employment Agreement embodies the entire agreement and  understanding between the Executive and the Company with respect to the  subject matter hereof and supersedes all such prior agreements and  understandings.

# 12.               Severability.  If  any term, provision, covenant or restriction of this Employment Agreement is  held by a court of competent jurisdiction to be invalid, void or  unenforceable, the remainder of the terms, provisions, covenants and  restrictions of this Employment Agreement will remain in full force and effect  and will in no way be affected, impaired or invalidated.

# 13.               Governing Law.  This  Employment Agreement will be governed by and construed and enforced in  accordance with the laws of the state of Minnesota applicable to contracts  made and to be performed in such state without giving effect to the principles  of conflicts of laws thereof.

# 14.               Counterparts.  This  Employment Agreement may be executed in two or more counterparts, each of  which will be deemed an original but all of which together will constitute one  and the same instrument, and all signatures need not appear on any one  counterpart.

# 15.               Headings.  All  headings in this Employment Agreement are for purposes of reference only and  will not be construed to limit or affect the substance of this Employment  Agreement.

                                                             UNIVERSAL HOSPITAL SERVICES, INC.                                                               By:                                                                                     Name:                                                               Title:                                                                                                                                                                 Gary D. Blackford

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EXHIBIT

UNIVERSAL  HOSPITAL SERVICES, INC.  INCENTIVE STOCK OPTION AGREEMENT

THIS  AGREEMENT, made as of this 25th day of June, 2002, by and between  Universal Hospital Services, Inc., a Delaware corporation (the "Company"),  and Gary D. Blackford ("Optionee").

WHEREAS, in  consideration of Optionee executing and delivering to the Company an  Employment Agreement, dated of even date herewith, and pursuant to the  Universal Hospital Services, Inc. 1998 Stock Option Plan (the "Plan"), the  Company wishes to grant this stock option to Optionee;

WHEREAS, in  addition to the option granted hereunder, the Company is also granting to the  Optionee a non-incentive stock option pursuant to a separate agreement;

NOW,  THEREFORE, in consideration of the premises and of the mutual covenants herein  contained, the parties hereto hereby agree as follows:

# 1.                   Definitions.  For  purposes of this Agreement, the following terms shall be defined as set forth  below:

## (a)                 "Affiliate" shall mean any Person that directly or indirectly  controls, is controlled by, or is under common control with, another Person.

## (b)                "Board" shall mean the Board of Directors of the Company.

## (c)                 "Cause" shall have the meaning set forth in the Employment  Agreement.

## (d)                "Change of Control" shall have the meaning set forth in the  Employment Agreement.

## (e)                 "Common Stock" shall mean shares of Common Stock, par value $.01  per share, of the Company.

## (f)                  "Company" shall mean Universal Hospital Services, Inc., a  corporation organized under the laws of the State of Delaware, or any  successor corporation.

## (g)                 "Disability" shall have the meaning set forth in the Employment  Agreement.

## (h)                 "Employment Agreement" shall mean that Employment Agreement dated  June 25, 2002 between Optionee and the Company.

## (i)                   "Good Reason" shall have the meaning set forth in the Employment  Agreement.

## (j)                  "Person" has the meaning ascribed to it in Section 13(d)(3) or  Rule 14(d)(2) of the Securities Exchange Act of 1934.

## (k)                "Plan" shall mean the Universal Hospital Services, Inc. 1998 Stock  Option Plan, as amended from time to time.

## (l)                   "Subsidiary" shall mean any corporation in an unbroken chain of  corporations beginning with the Company if, at the time of granting of an  Option, each of the corporations (other than the last corporation in the  unbroken chain) owns stock possessing 50% or more of the total combined voting  power of all classes of stock in one of the other corporations in the chain.

# 2.                   Grant of Option.  The  Company hereby grants to Optionee the right and option (the "Option") to  purchase all or any part of an aggregate of 45,455 shares (the "Option  Shares") of the Common Stock of the Company at the price of $11.00 per  Option Share (the "Exercise Price") on the terms and conditions set forth  herein.  It is understood and  agreed that the Exercise Price is equal to 100% of the fair market value of  each such Option Share on the date of this Agreement.   The Option is intended to be entitled to treatment as an incentive  stock option within the meaning of Section 422 of the Internal Revenue  Code of 1986, as amended (the "Code").

# 3.                   Vesting of Option.  The  Option shall vest in accordance with the following schedule:

| Vesting        Date       | Percentage        of Shares Exercisable |
|---------------------------|-----------------------------------------|
|                      |                                    |
| September 25,        2002 |  25%                               |
| December 25,        2002  |  50%                               |
| March 25,        2003     |  75%                               |
| June 25, 2003             | 100%                                    |

   

# 4.                   Manner of Exercise.

## (a)                 The Option can be exercised only by Optionee or other proper party by  delivering within the option period written notice to the Company at its  principal office.  The notice  shall state the number of shares as to which the option is being exercised and  be accompanied by payment in full of the option price for all shares  designated in the notice.

## (b)                Optionee may pay the option price in cash, by check (bank check,  certified check or personal check), by money order or with the approval of the  Company (i) by delivering to the Company for cancellation shares of Common  Stock of the Company with a fair market value as of the date of exercise equal  to the option price of the portion thereof being paid by tendering such  shares, or (ii) by delivering to the Company a combination of cash and shares  of Common Stock of the Company with an aggregate fair market value and a  principal amount equal to the option price.   For these purposes, the fair market value of the Company's shares of  Common Stock as of any date shall be determined pursuant to the Plan.

## (c)                 Until such time as the occurrence of a Public Offering, as such term is  defined in that Universal Hospital Services, Inc. Stockholders' Agreement  dated as of February 25, 1998 (the "Stockholders' Agreement"), upon  exercise of the Option, the Company shall not issue any Option Shares until  Optionee signs and assents to the Stockholders' Agreement, unless at such  time Optionee is already a party to the Stockholders' Agreement.

# 5.                   Change of Control.  In  the event of a Change of Control, the vesting schedule contained in Section 3  shall accelerate and the Optionee shall have the right to acquire the total  number of the Option Shares upon exercise of the Option immediately prior to  such Change of Control.

# 6.                   Expiration.  The  Option shall expire, unless earlier exercised or terminated, ten years from  the date of grant.

# 7.                   Effect of Termination of Relationship with the Company.

## (a)                 In the case of termination of Optionee's employment for Cause or  resignation without Good Reason, the Option shall terminate on the 30th  day following the date of termination of employment.

## (b)                In the case of termination of Optionee's employment without Cause or  the Optionee's resignation for Good Reason, the portion of the Option that  has vested at the time of termination or resignation shall terminate three  months after the date of employment termination or resignation, and the  portion of the Option that has not vested shall terminate immediately.

## (c)                 If the Optionee's employment is terminated due to death or  Disability, the portion of the Option that has vested at the time of  termination or resignation shall terminate six months after the date of  employment termination or death and may be exercised during such period by the  Optionee or his or her legal representative or estate, as the case may be, and  the portion of the Option that has not vested shall terminate immediately.

# 8.                   Limitation on Treatment as Incentive Stock Option

Optionee understands that to  the extent that the aggregate fair market value (determined at the time the  option was granted) of the shares of Common Stock of the Company with respect  to which all options that are incentive stock options within the meaning of  Section 422 of the Code are exercisable for the first time by Optionee during  any calendar year exceed $100,000, in accordance with Section 422(d) of the  Code, such options shall be treated as options that do not qualify as  incentive stock options.  

# 9.                   Miscellaneous

## (a)                 The Option is issued pursuant to the Plan and is subject to its terms.   The Company hereby agrees that the Plan shall be available for  inspection during business hours at the principal office of the Company.

## (b)                Prior to execution of this Agreement and in consideration of the  covenants made herein by the Company, Optionee shall have executed and  delivered to the Company the Employment Agreement.

## (c)                 This Agreement shall not confer upon Optionee any right with respect to  continuance of employment by the Company or any of its subsidiaries, nor will  it interfere in any way with the right of the Company to terminate such  employment at any time.  Optionee  shall have none of the rights of a shareholder with respect to shares subject  to the Option until such shares shall have been issued to Optionee upon  exercise of the Option.

## (d)                The exercise of all or any parts of the Option shall only be effective  at such time that the sale of shares of Common Stock pursuant to such exercise  will not violate any state or federal securities or other laws.

## (e)                 The Option may not be transferred, except by will or the laws of  descent and distribution to the extent provided in subsection 9(c)  hereto, and during Optionee's lifetime the Option is exercisable only by  Optionee.

## (f)                  If there shall be any change in the shares of Common Stock of the  Company through merger, consolidation, reorganization, recapitalization,  dividend in the form of stock (of whatever amount), stock split or other  change in the corporate structure of the Company, and all or any portion of  the Option shall then be unexercised and not yet expired, then appropriate  adjustments in the outstanding Option shall be made by the Company, in order  to prevent dilution or enlargement of option rights.   Such adjustments shall include, where appropriate, changes in the  number of Option Shares and the Exercise Price.

## (g)                 If Optionee shall dispose of any of the Option Shares acquired by  Optionee pursuant to the exercise of the Option within two years from the date  the Option was granted or within one year after the transfer of any such  shares to Optionee upon exercise of the Option, then, in order to provide the  Company with the opportunity to claim the benefit of any income tax deduction  which may be available to it under the circumstances, Optionee shall promptly  notify the Company of the dates of acquisition and disposition of such shares,  the number of shares so disposed of, and the consideration, if any, received  for such shares.  In order to  comply with all applicable federal or state income tax laws or regulations,  the Company may take such action as it deems appropriate to insure (i) notice  to the Company of any disposition of the Option Shares within the time periods  described above and (ii) that, if necessary, all applicable federal or state  payroll, withholding, income or other taxes are withheld or collected from  Optionee.

IN  WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed  on the day and year first above written.
> 
UNIVERSAL            HOSPITAL SERVICES, INC.             By ______             Its______            ______            Gary D. Blackford, Optionee

UNIVERSAL HOSPITAL SERVICES, INC.NON-INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT, made as of this 25th day ofJune, 2002, by and between Universal Hospital Services, Inc., a Delawarecorporation (the "Company"), and Gary D. Blackford ("Optionee").

WHEREAS, in consideration of Optionee executing anddelivering to the Company the Employment Agreement, dated as of an even dateherewith, and pursuant to the Universal Hospital Services, Inc. 1998 StockOption Plan (the "Plan"), the Company wishes to grant this stock option toOptionee;

WHEREAS, in addition to the option granted hereunder,the Company is also granting to the Optionee an incentive stock option pursuantto a separate agreement;

NOW, THEREFORE, in consideration of the premises andof the mutual covenants herein contained, the parties hereto hereby agree asfollows:

# 1.                 Definitions 

. For purposes of this Agreement, the following terms shall be defined asset forth below:

## (a)               "Affiliate" shall mean any Person that directly or indirectlycontrols, is controlled by, or is under common control with, another Person.

## (b)              "Board" shall mean the Board of Directors of the Company.

## (c)               "Cause" shall have the meaning set forth in the Employment Agreement.

## (d)              "Change of Control" shall have the meaning set forth in theEmployment Agreement.

## (e)               "Common Stock" shall mean shares of Common Stock, par value $.01 pershare, of the Company.

## (f)                "Company" shall mean Universal Hospital Services, Inc., a corporationorganized under the laws of the State of Delaware, or any successor corporation.

## (g)               "Disability" shall have the meaning set forth in the EmploymentAgreement.

## (h)               "EBITDA" shall have the meaning set forth in the Stockholders'Agreement.

## (i)                 "Employment Agreement" shall mean that Employment Agreement datedJune 25th, 2002 between Optionee and the Company.

## (j)                "Good Reason" shall have the meaning set forth in the EmploymentAgreement.

## (k)              "Person" has the meaning ascribed to it in Section 13(d)(3) orRule 14(d)(2) of the Securities Exchange Act of 1934.

## (l)                 "Per Share Value" shall mean:(1)           If the Company's Common Stock is not publicly traded, the greater of: (i) the quotient of (A) 6.5 multiplied by Adjusted EBITDA for the twelvemonths preceding the end of the most recently completed fiscal quarter ending atleast 45 days prior to such date, less (I) the total value of the ConsolidatedIndebtedness (as defined in Section 1.1 of the Stockholders' Agreement)and (II) distributions made on any preferred equity of the Company, includingwithout limitation, the Company's Series B 13% Cumulate Accruing Pay-In-KindStock, divided by (B) the total number of all shares of Common Stockoutstanding, including all warrants and options to purchase Common Stock vestedand exercisable at such time; and (ii) the price of one share of CommonStock based on an arm's length sale of at least five percent (5%) of theCommon Stock; or(2)           If the Company's Common Stock is publicly traded, the average closingprice as listed on a nationally recognized exchange or as quoted on the NasdaqNational Market for the ninety (90) trading days immediately preceding the dateupon which such value is being determined.

## (m)             "Plan" shall mean the Universal Hospital Services, Inc. 1998 StockOption Plan, as amended from time to time.

## (n)               "Stockholders' Agreement" shall mean the Universal HospitalServices, Inc. Stockholders' Agreement dated as of February 28, 1998, by andamong the Company and each of its stockholders, as amended.

## (o)              "Subsidiary" shall mean any corporation in an unbroken chain ofcorporations beginning with the Company if, at the time of granting of anOption, each of the corporations (other than the last corporation in theunbroken chain) owns stock possessing 50% or more of the total combined votingpower of all classes of stock in one of the other corporations in the chain.

# 2.                 Grant of Option

. The Company hereby grants to Optionee the right and option (the "Option") to purchase all or any part of an aggregate of 325,000 shares (the"Option Shares") of the Common Stock of the Company at the price of $11.00per Option Share (the "Exercise Price") on the terms and conditions setforth herein.  The Option is not intended to be entitled to treatment as anincentive stock option within the meaning of Section 422(a) of the InternalRevenue Code of 1986, as amended (the "Code").

# 3.                 Vesting of Option

TheOption shall vest in accordance with this Section 3, based on the Company's achievement of certain Per Share Values set forth below on or priorto the target dates set forth below.  Uponthe achievement of a specified Per Share Value prior to the target date, apercentage of the Option Shares shall vest and become exercisable, and suchvested Option Shares shall not become unvested due to a subsequent reduction inthe Per Share Value.

| Per Share      Value | Target Date            | Percentage of      Option Shares Vested and Exercisable |
|----------------------|------------------------|-------------------------------------------------------------------|
|                 |                   |                                                              |
| $13.13               | December 31,      2002 |  12.5%                                                       |
| $17.07               | December 31,      2003 |  37.5%                                                       |
| $22.19               | December 31,      2004 |  62.5%                                                       |
| $28.85               | December 31,      2005 | 100.0%                                                            |

 

Notwithstandingthe foregoing, the Option shall vest with respect to 100% of the total number ofOption Shares, five years following the effective date of the EmploymentAgreement, provided that the Optionee has been continuously employed by theCompany through such date.

# 4.                 Manner of Exercise

## (a)               The Option can be exercised only by Optionee or other proper party bydelivering within the option period written notice to the Company at itsprincipal office.  The notice shallstate the number of shares as to which the option is being exercised and beaccompanied by payment in full of the option price for all shares designated inthe notice.

## (b)              Optionee may pay the option price in cash, by check (bank check,certified check or personal check), by money order or with the approval of theCompany (i) by delivering to the Company for cancellation shares of CommonStock of the Company with a fair market value as of the date of exercise equalto the option price of the portion thereof being paid by tendering such shares,or (ii) by delivering to the Company a combination of cash and shares ofCommon Stock of the Company with an aggregate fair market value and a principalamount equal to the option price.  Forthese purposes, the fair market value of the Company's shares of Common Stockas of any date shall be determined pursuant to the Plan.

## (c)               Until such time as the occurrence of a Public Offering, as such term isdefined in the Stockholders' Agreement, upon exercise of the Option, theCompany shall not issue any Option Shares until Optionee signs and assents tothe Stockholders' Agreement, unless at such time Optionee is already a partyto the Stockholders' Agreement.

# 5.                 Change of Control

In the event of a Change of Control, the vesting schedule contained insection 3 shall accelerate and the Optionee shall have the right to acquire thetotal number of Option Shares upon exercise of the Option immediately prior tosuch Change of Control.

# 6.                 Expiration

The Option shall expire, unless earlier exercised or terminated, tenyears from the date of grant.

# 7.                 Effect of Termination of Relationship with the Company

## (a)               In the case of termination of Optionee's employment for Cause orresignation without Good Reason, the Option shall terminate on the 30thday following the date of termination of employment.

## (b)              In the case of termination of Optionee's employment without Cause orthe Optionee's resignation for Good Reason, the portion of the Option that hasvested at the time of termination or resignation shall terminate three monthsafter the date of employment termination or resignation, and the portion of theOption that has not vested shall terminate immediately.

## (c)               If the Optionee's employment is terminated due to death or Disability,the portion of the Option that has vested at the time of termination orresignation shall terminate six months after the date of employment terminationor death and may be exercised during such period by the Optionee or his or herlegal representative or estate, as the case may be, and the portion of theOption that has not vested shall terminate immediately.

# 8.                 Miscellaneous

## (a)               The Option is issued pursuant to the Plan and is subject to its terms. The Company hereby agrees that the Plan shall be available for inspectionduring business hours at the principal office of the Company.

## (b)              Prior to execution of this Agreement and in consideration of thecovenants made herein by the Company, Optionee shall have executed and deliveredto the Company the Employment Agreement.

## (c)               This Agreement shall not confer upon Optionee any right with respect tocontinuance of employment by the Company or any of its subsidiaries, nor will itinterfere in any way with the right of the Company to terminate such employmentat any time.  Optionee shall havenone of the rights of a shareholder with respect to shares subject to the Optionuntil such shares shall have been issued to Optionee upon exercise of theOption.

## (d)              The exercise of all or any parts of the Option shall only be effective atsuch time that the sale of shares of Common Stock pursuant to such exercise willnot violate any state or federal securities or other laws.

## (e)               The Option may not be transferred, except by will or the laws of descentand distribution to the extent provided in subsection 8(c) hereto, andduring Optionee's lifetime the Option is exercisable only by Optionee.

## (f)                If there shall be any change in the shares of Common Stock of the Companythrough merger, consolidation, reorganization, recapitalization, dividend in theform of stock (of whatever amount), stock split or other change in the corporatestructure of the Company, and all or any portion of the Option shall then beunexercised and not yet expired, then appropriate adjustments in the outstandingOption shall be made by the Company, in order to prevent dilution or enlargementof option rights.  Such adjustmentsshall include, where appropriate, changes in the number of Option Shares and theExercise Price.

IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be executed on the dayand year first above written.

                           UNIVERSAL HOSPITAL SERVICES, INC.

                           By                                    Its      

> 
                                              Gary D. Blackford, Optionee