Exhibit 10.11  EMPLOYMENT
AGREEMENT  EMPLOYMENT AGREEMENT(this
Employment Agreement) is dated as
of May 31, 2007 and is 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 Employment Agreement. This
Employment Agreement replaces any existing employment agreement between the
Executive, on the one hand, and Company or any of its subsidiaries or
predecessor entities, on the other hand, and the parties acknowledge that the
Executive has no remaining rights, obligations or entitlements under any such
agreement, other than (i) any rights or entitlements of the Executive to
indemnification or coverage under any directors and officers indemnity
insurance, (ii) with respect to any equity owned by Executive or options
or other awards granted to the Executive, (iii) with respect to an excise
tax gross-up under Section 4(g) of the Employment Agreement, dated as of
June 25, 2002, between the Company and the Executive, as amended on or
prior to the date hereof (the Original Agreement), and (iv) under the letter of June 25,
2002 with regarding the retention by the Executive of certain property upon
termination of his employment.  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
Chairman and Chief Executive Officer of the Company, as Chairman and a member
of the Board of Directors (the Board) of UHS Holdco, Inc., the parent
of the Company (the Parent), and as a member of the Board of Directors
of the Company, subject, in his capacity as Chief Executive Officer, to the
direction and control of the Board, 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 commensurate with his position as the
Board may from time to time reasonably direct. The Executive shall also be
appointed as Chairman and Chief Executive Officer of any parent holding or
operating company other than any non-public company that solely holds equity or
debt of the Company. The Executives place of employment will be in the
Minneapolis, Minnesota area. The Executive shall have all of the authorities,
duties and responsibilities commensurate with his position. 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. The Executive shall be entitled to
engage in other business activities of a material nature, as a director,
consultant or in any similar capacity, whether or not the Executive receives
any compensation therefor; provided, that the Executive notifies the
Board of such other business activities and 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. The parties acknowledge that the Executive is a member
of the Board of Directors of the Ronald McDonald House of the Twin Cities.  1


2.Term
of Employment Agreement. The term of the Executives employment hereunder
will begin as of the date hereof and end as of the close of business on the
third anniversary of the date hereof, 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 Employment
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 sixty (60) 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 by the Company in
accordance with this Section 2 upon the expiration of the Term or any Renewal
Term, the Executives employment shall terminate as of the date of such
expiration, and such termination shall be deemed a termination without Cause
for purposes of this Employment Agreement.  3.Compensation
and Benefits.  (a)Base
Salary. The Executives base salary will be an annual rate of $432,000,
payable in equal bi-weekly installments. The Board will review the Executives
base salary annually and make such increases as it deems appropriate. Any
decrease may only be made in connection with an across-the-board reduction (of
approximately the same percentage but no more than five percent (5%) of the
then-base salary) in executive compensation to executive employees imposed by
the Board in response to materially negative financial results or other
materially adverse circumstances affecting the Company. 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
(or any compensation committee thereof) for each fiscal year, paid in the
following fiscal year; provided, that the target for any fiscal year
will be subject to adjustment by the Board (or any compensation committee
thereof), in good faith, to reflect any acquisitions, dispositions and material
changes to capital spending made after the date hereof. 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 Salary90% or less
  
  0
  %100%
  
  85
  %110% or more
  
  170
  %
  Bonus amounts between the aboveamounts will
be determined by straight line interpolation (e.g.,
if percentage achievement is 95%, the bonus shall be 42.5% of base salary). For
computational purposes, base salary shall equal the amount received pursuant
to Section 3(a) for the fiscal year.  (c)Equity
Grant. As soon as practicable following the date hereof, the Executive
shall be granted options to purchase Parents common stock, $.01 par value per
share,  2


under Parents stock option plan pursuant to terms mutually
agreed upon by the parties in accordance with the terms set forth on Exhibit A
attached hereto.  (d)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 sum of (i) 100% of the Executives annual base salary
(as in effect on the Date of Termination (as defined below)), (ii) $7,593, and
(iii) any earned but unpaid bonus for a fiscal year ending prior to the Date of
Termination. Such amount shall be paid to Executives estate in a lump sum
payment within sixty (60) days following the Date of Termination. Additionally,
the Company will pay to the Executives legal representatives a pro rata bonus
for the fiscal year in which such termination occurs (based on the number of
days elapsed in such fiscal year prior to the Date of Termination), at the time
during the next fiscal year that the Company pays bonuses to other senior
executives for the fiscal year in question, to the extent such bonus would be
payable based on actual results of the Company, as calculated in accordance with
Section 3(b) above (the Pro-Rata Bonus). Additionally, upon any
termination hereunder, the Executives estate shall be entitled to receive as
soon as administratively practicable following the Date of Termination any
accrued but unpaid salary and unused vacation pay through the Date of
Termination, and any accrued vested benefits through any benefit plan, program
or arrangement of the Company at the times specified therein (collectively, the
Accrued Obligations).  (b)Disability.
If during the Term the Executive becomes physically or mentally disabled
whether totally or partially, either permanently or so that the Executive has
been unable substantially and competentlyto perform his duties hereunder
for one hundred eighty (180) days during any twelve-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 or his legal representative
the sum of (i) 100% of the Executives annual base salary (as in effect on
the Date of Termination), (ii) $7,593 and (iii) any earned but unpaid
bonus for a fiscal year ending prior to the Date of Termination. Such amounts
under clauses (i) and (ii) above shall, subject to Section 15 hereof, be paid
to the Executive or his legal representative in a lump sum payment within sixty
(60) days following the Date of Termination and any bonus amount under clause
(iii) above shall be paid at the same time as such bonuses are paid to other
executives with respect to such fiscal year; provided, that such amount
(if any) must be paid prior to the end of the fiscal year in which the Date of
Termination occurs. Additionally, the Executive or his legal representative  3


shall be entitled to receive the Pro-Rata Bonus, if
any, and the Accrued Obligations, in each case, at the time specified therefor
in Section 4(a) above.  (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 any payments
(other than the Accrued Obligations which shall be paid as soon as administratively
practicable following the Date of Termination) 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 Employment 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 will pay, subject to Section 4(j), to the Executive the sum of
(i) 185% of the Executives annual base salary (as in effect on the Date
of Termination), (ii) $7,593 and (iii) any earned but unpaid bonus for a
fiscal year ending prior to the Date of Termination. Such amounts under clauses
(i) and (ii) above shall, subject to Section 15 hereof,  be paid to the Executive or his legal
representative in a lump sum payment within sixty (60) days following the Date
of Termination and any bonus amount under clause (iii) above shall be paid at
the same time as such bonuses are paid to other executives with respect to such
fiscal year; provided, that such amount (if any) must be paid prior to
the end of the fiscal year in which the Date of Termination occurs. Additionally,
the Executive shall be entitled to receive the Pro-Rata Bonus, if any, and the
Accrued Obligations, in each case, at the time specified therefor in Section
4(a) above.  (e)Resignation
Without Good Reason. The Executive may terminate the Executives employment
hereunder upon sixty (60) 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 any payments
(other than the Accrued Obligations which shall be paid as soon as
administratively practicable following the Date of Termination) will cease upon
the Date of Termination.  (f)Resignation
For Good Reason. The Executive may terminate the Executives employment
hereunder at any time upon thirty (30) days written notice to the Company for
Good Reason. In the event of such termination, the Company will pay, subject to
Section 4(j), to the Executive the sum of (i) 185% of the Executives
annual base salary (as in effect on the Date of Termination), (ii) $7,593
and (iii) any earned but unpaid bonus for a fiscal year ending prior to the
date of such termination. Such amounts under clauses (i) and (ii) above shall,
subject to Section 15 hereof, be paid to the Executive or his legal
representative in a lump sum payment within sixty (60) days following the Date
of Termination and any bonus amount  4


under clause (iii) above shall be paid at the same
time as such bonuses are paid to other executives with respect to such fiscal
year; provided, that such amount (if any) must be paid prior to the end
of the fiscal year in which the Date of Termination occurs. The Executive shall
be entitled to receive the Pro-Rata Bonus, if any, and the Accrued Obligations,
in each case, at time specified therefor in Section 4(a) above.  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 anacross-the-board reduction (of
approximately the same percentage but no more than five (5%) of the then base
salary) in executive compensation to executive employees imposed by the Board
in response to materially negative financial results or other materially
adverse circumstances affecting the Company;  (ii)the
Board (or any compensation committee thereof) 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 and the Executive provides written notice of his objection
to the Board (or such compensation committee) within ten (10) business days
after such target has been established and communicated in writing to the
Executive stating that the Executive believes such target to be unachievable
and commercially unreasonable;  (iii)the Executive is not elected or re-elected to
the Board;  (iv)the
Company 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 in each case, without the Executives written
consent;  (v)any
diminution in title, or any material diminution in responsibilities, duties or
authorities, without the Executives written consent; or  (vi)the
Company has breached this Employment Agreement in any material respect if such breach is described in a written
notice to the Company 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.  (g)Change
of Control. If the Executive is terminated without Cause or resigns for
Good Reason at any time within six (6) months prior to, or twenty four (24)
months following a Change of Control, or the Executive terminates employment
for any reason during the thirty (30) day period following the six (6) month
anniversary of the Change of Control, then, notwithstanding Sections 4(d) and
4(f) and in lieu of amounts provided under Sections 4(d) and 4(f), the Company
shall pay the Executive the sum of (i) 285% of the Executives annual base  5


salary (as in effect on the
Date of Termination), (ii) $7,593 and (iii) any earned but unpaid bonus for a
fiscal year ending prior to the Date of Termination. Such amounts under clauses
(i) and (ii) above shall, subject to Section 15 hereof, be paid to the
Executive or his legal representative in a lump sum payment within sixty (60)
days following the Date of Termination and any bonus amount under clause (iii)
above shall be paid at the same time as such bonuses are paid to other
executives with respect to such fiscal year; provided, that such amount (if
any) must be paid prior to the end of the fiscal year in which the Date of
Termination occurs. The Executive shall be entitled to receive the  Pro-Rata Bonus, if any, and the Accrued
Obligations, in each case, at the times specified therefor in Section 4(a)
above. 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 of Control of the Company or termination
of the 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 the
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. The Gross-up
Payment shall be paid to the Executive (or deposited with the government as
withholding and deduction) in a lump sum payment no later than ten (10)
business days following the date of the Change of Control.  For purposes of this Section
4(g), Change of Control shall mean (i) when any person (as defined in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934) (other than the
Company, Bear Stearns Merchant Manager III (Cayman), L.P. or its affiliates,
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 (whether by merger, consolidation,
reorganization or otherwise), (A) 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 (B) substantially all or all of the assets of the Company and its
Subsidiaries on a consolidated basis or (ii) a merger, consolidation,
reorganization or similar transaction of the Company with a person (as
defined above) if, following such transaction, the holders of a majority of the
Companys outstanding voting securities in the aggregate immediately prior to
such transaction do not own at least a majority of the outstanding voting
securities in the aggregate of the surviving corporation immediately after such
transaction. 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. In the event of any merger, consolidation,
reorganization or similar transaction with, into or involving another
corporation or other entity, such entity shall be a person for purposes of
this Section 4(g).  6


(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 the Executives 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, 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
(in each case, the Date of Termination). Upon any termination of the
Executives employment hereunder pursuant to this Section 4, the Executive will
not be entitled to, and hereby irrevocably waives, 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, the Stockholders Agreement between Parent and certain of the
equityholders of Parent (the Stockholders Agreement) or in any stock
option plans adopted by Parent. Notwithstanding the foregoing, upon any
termination of the Executives employment hereunder, the Executive shall
continue to be entitled to (i) the rights to indemnification pursuant to
the Companys charter or by-laws or any written agreement between the Executive
and the Company, (ii) rights with respect to any directors and officers
insurance policy of the Company, and (iii) rights with respect to the
Gross-Up Payment.  (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.  (j)Release.
The Executive agrees that the Executive shall be entitled to the payments and
services provided for in this Section 4 (other than the Accrued
Obligations), if any, if and only if the Executive has executed and delivered
the Release attached as Annex A and fifteen (15) days have elapsed
since such execution without any revocation thereof by the Executive.  (k)Withholding.
All amounts payable to the Executive as compensation hereunder shall be subject
to all customary withholding, payroll and other taxes. The Company shall be
entitled to deduct or withhold from any amounts payable to the Executive any
federal, state, local or foreign withholding taxes, excise tax, or employment
taxes imposed with respect to the Executives compensation or other payments or
the Executives ownership interest in the Company (including, without
limitation, wages, bonuses, dividends, the receipt or exercise of equity
options and/or the receipt or vesting of restricted equity).  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 ahighly
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  7


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 (i) the Company, its
respective authorized employees and such other persons to whom the Executive
has been instructed to make disclosure by the Board, (ii) as appropriate
(as determined by the Executive in good faith) to perform his duties hereunder,
or (iii) in compliance with legal process or regulatory requirements. 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.Intellectual
Property, Inventions and Patents. The Executive acknowledges that all
discoveries, concepts, ideas, inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports, patent
applications, copyrightable work and mask work (whether or not including any
confidential information) and all registrations or applications related
thereto, all other proprietary information and all similar or related
information (whether or not patentable) which relate to the Companys or any of
its Subsidiaries actual or anticipated business, research and development or
existing or future products or services and which are conceived, developed or
made by the Executive (whether above or jointly with others) while employed by
the Company or its predecessors and its Subsidiaries (Work Product),
belong to the Company or such Subsidiary. The Executive shall promptly disclose
such Work Product to the Board and, at the Companys expense, perform all
actions reasonably requested by the Board (whether during or after the Term) to
establish and confirm such ownership (including, without limitation,
assignments, consents, powers of attorney and other instruments).  8.Modification.
The Executive agrees and acknowledges that the duration and scope of the
covenants described in Sections 6 and 7 are fair, reasonable and necessary in
order to protect the goodwill 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 or 7 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 or 7 as
will render such restrictions valid and enforceable.  8


9.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 mayprove
to be inadequate. Accordingly, in the event of any actual or threatened breach
by the Executive of Section 6, 7 or 13 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. 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.  10.Representations.
The Executive hereby represents and warrants to the Company that (i) the
execution, delivery and performance of this Employment Agreement by the
Executive do not and shall not conflict with, breach, violate or cause a
default under any contract, agreement, instrument, order, judgment or decree to
which the Executive is a party or by which he is bound, (ii) the Executive is
not a party to or bound by any employment agreement, noncompete agreement or
confidentiality agreement with any other person or entity and (iii) upon the
execution and delivery of this Employment Agreement by the Company, this
Employment Agreement shall be the valid and binding obligation of the
Executive, enforceable in accordance with its terms. THE EXECUTIVE HEREBY
ACKNOWLEDGES AND REPRESENTS THAT HE HAS CONSULTED WITH INDEPENDENT LEGAL
COUNSEL REGARDING HIS RIGHTS AND OBLIGATIONS UNDER THIS EMPLOYMENT AGREEMENT
AND THE TERMS OF THE RELEASE ATTACHED AS ANNEX A AND THAT HE FULLY
UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED HEREIN AND THEREIN.  11.Survival.
This Employment Agreement survives and continues in full force in accordance
with its terms notwithstanding the expiration or termination of the Term.  12.Cooperation.
During the Term and thereafter, the Executive shall reasonably cooperate with
the Company and its Subsidiaries in any internal investigation or
administrative, regulatory or judicial proceeding as reasonably requested by
the Company (including, without limitation, being available to the Company upon
reasonable notice for interviews and factual investigations, appearing at the
Companys request to give testimony without requiring service of a subpoena or
other legal process, making available to the Company all pertinent information requested
by the Company and all relevant documents requested by the Company which are or
may come into the Executives possession, all at times and on schedules that
are reasonably consistent with the Executives other activities and
commitments, with due regard for such activities and commitments). In the event
the Company requires the Executives cooperation in accordance with this
section after the termination of the Term, the Company shall reimburse the
Executive for all of his reasonable costs and expenses incurred, in connection
therewith, including legal fees, plus pay the Executive a reasonable amount per
day for his time spent. The  9


Company shall indemnify the Executive and hold him
harmless from any claim, loss or damage as a result of his cooperation
hereunder.  13.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.  14.No
Mitigation. The Executive shall be under no obligation to seek other
employment or otherwise mitigate the obligations of the Company under this
Agreement upon termination of this Agreement, and any payments or benefits paid
by the Company hereunder shall not be offset by any remuneration or benefits
received from a subsequent employer.  15.Section
409A. It is the intention of the parties to this Employment Agreement that
no payment or entitlement pursuant to this Employment Agreement will give rise
to any adverse tax consequences to the Executive under Section 409A of the Code.
The Employment Agreement shall be interpreted to that end and, consistent with
that objective and notwithstanding any provision herein to the contrary, the
Company and the Executive shall, to the extent necessary to comply with Section
409A of the Code, agree to act reasonably and in good faith to mutually reform
the provisions of this Employment Agreement to avoid the application of or
excise tax under Section 409A of the Code. Notwithstanding any other provision
herein, if the Executive is a specified employee, as defined in, and pursuant
to, Reg. Section 1.409A-1(i) or any successor regulation, on the Date of
Termination, any payment provided hereunder that is designated as being subject
to Section 15 shall be made to the Executive no earlier than the date which is
six months from the Date of Termination; provided, that such payment may
be made earlier in the event of the Executives death. If any payment to the
Executive is delayed pursuant to clause (i) of the foregoing sentence, such
payment instead shall be made on the first business day following the
expiration of the six-month period referred to in the prior sentence or the
date of the Executives death, as applicable.  16.Attorney
Fees. The Company shall pay the Executives reasonable legal fees of
Proskauer Rose LLP and out-of-pocket expenses incurred in connection with the
negotiation and drafting of this Employment Agreement and any equity award agreements,
and other reasonable legal fees and out-of-pocket expenses of Proskauer Rose
LLP related to the sale of the Company to be consummated on or about the date
hereof, subject, in each case, to and within ten (10) days after his written
request for such payment accompanied by reasonably satisfactory evidence that
such fees and expenses were actually incurred in connection therewith. If a
court of competent jurisdiction determines that this Employment Agreement was
breached by the Company, the Executive shall be entitled to recover any and all
out-of-pocket costs and expenses, including reasonable legal fees, incurred in
enforcing this Employment Agreement against the Company, subject to and within
ten (10) days after his request for reimbursement accompanied by reasonably
satisfactory evidence that the costs and expenses were incurred in connection
therewith.  10


17.Indemnification.
The Company shall indemnify the Executive (including, for the avoidance of
doubt, advancement of legal expenses) to the fullest extent permitted by
applicable law in the event he was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, or in
the event a claim or demand for information is made or threatened to be made
against him, in each case by reason of the fact that he is or was a director,
officer, employee, fiduciary or agent of the Company or, at the request of the
Company, any other entity or benefit plan (except with respect to the Executives
fraud, gross negligence, or willful misconduct). Such obligation shall continue
after any termination of employment or directorship with regard to actions or
inactions prior thereto, and shall survive the termination of this Agreement.
The Executive shall be covered by the Companys directors and officers
insurance policy upon terms and conditions no less favorable than the terms
provided by the Company to any member of the Board or other senior executive of
the Company.  18.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. Allnotices 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; provided, that any notice to the Company hereunder shall also be
delivered to UHS Holdco, Inc., c/o Bear Stearns Merchant Banking,
383 Madison Avenue, 40th Floor, New York, NY  10179, Attention:
Robert Juneja, Facsimile No. (212) 881-9516.  19.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 (including the Original Agreement), except as otherwise
specifically provided herein.  20.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.  21.Governing Law; Jurisdiction. 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. Each of the parties agrees that any legal action
or proceeding with respect to this Employment Agreement shall be brought in the
federal or state courts in the State of Minnesota (provided, that any
action that can be brought in either the federal or state courts shall be brought
in the federal courts) and, by execution and delivery of this Employment
Agreement, each party hereto hereby irrevocably submits itself in respect of
its property,  11


generally and unconditionally, to the exclusive
jurisdiction of the aforesaid court in any legal action or proceeding arising
out of this Employment Agreement. Each of the parties hereto hereby irrevocably
waives any objection which it may now or hereafter have to the laying of venue
of any of the aforesaid actions or proceedings arising out of or in connection
with this Employment Agreement brought in the court referred to in the
preceding sentence.  22.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.  23.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.  *  
*   *   *   *  12


IN WITNESS WHEREOF, the
parties hereto have executed this Employment Agreement as of the date first
written above.   UNIVERSAL
  HOSPITAL SERVICES, INC.By:
  /s/
  Diana J. Vance-BryanName:Diana J. Vance-BryanTitle: Senior Vice President & General Counsel/s/ Gary
  D. BlackfordGary
  D. Blackford


Annex A  RELEASE  I, Gary D. Blackford, in
consideration of and subject to the performance by Universal Hospital Services,
Inc., a Delaware corporation (together with its subsidiaries, the Company),
of its material obligations under the Employment Agreement, dated as of May 31,
2007 (the Agreement), do hereby release and forever discharge as of
the date hereof the Company and all present and former directors, officers,
agents, representatives, executives, successors and assigns of the Company and
its direct or indirect owners (collectively, the Released Parties) to
the extent provided below. Capitalized terms used but not otherwise defined
herein shall have the meanings set forth in the Agreement.  1.Except
as provided in paragraph 2 below, I knowingly and voluntarily release and
forever discharge the Released Parties from any and all claims, controversies,
actions, causes of action, cross-claims, counter-claims, demands, debts,
compensatory damages, liquidated damages, punitive or exemplary damages, other
damages, claims for costs and attorneys fees, or liabilities of any nature
whatsoever in law and in equity, both past and present (through the date
hereof) and whether known or unknown, suspected, or claimed against any of the
Released Parties which I, or any of my heirs, executors, administrators or
assigns, may have, which arise out of or are connected with my employment with,
or my separation from, the Company (including, but not limited to, any
allegation, claim or violation, arising under: 
Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights
Act of 1991; the Age Discrimination in Employment Act of 1967, as amended
(including the Older Workers Benefit Protection Act); the Equal Pay Act of
1963, as amended; the Americans with Disabilities Act of 1990; the Family and
Medical Leave Act of 1993; the Civil Rights Act of 1866, as amended; the Worker
Adjustment Retraining and Notification Act; the Employee Retirement Income
Security Act of 1974; any applicable Executive Order Programs; the Fair Labor
Standards Act; or their state or local counterparts; or under any other
federal, state or local civil or human rights law, or under any other local,
state, or federal law, regulation or ordinance; or under any public policy,
contract or tort, or under common law; or arising under any policies, practices
or procedures of the Company; or any claim for wrongful discharge, breach of
contract, infliction of emotional distress, defamation; or any claim for costs,
fees, or other expenses, including attorneys fees incurred in these matters),
(all of the foregoing collectively referred to herein as the Claims).  2.I
agree that this Release does not waive or release any rights or claims that I
may have under:  the Age Discrimination
in Employment Act of 1967 which arise after the date I execute this Release;
claims for benefits under any employee benefit plan maintained by the Company;
rights and entitlements under the Companys equity plans and related award
agreements; claims in connection with the Gross-Up Payment (as defined in the
Agreement); claims for indemnification and coverage under any directors and
officers insurance policy; claims or claims for unemployment or workers
compensation as provided by law; or rights and claims under the Original
Agreement to the extent expressly reserved in the introductory paragraph of the
Agreement.  A-1


3.I
acknowledge and intend that this Release shall be effective as a bar and shall
serve as a complete defense to each and every one of the Claims and that it
shall be given full force and effect according to each and all of its express
terms and provisions, including those relating to unknown and unsuspected
Claims (notwithstanding any state statute that expressly limits the effectiveness
of a release of unknown, unsuspected and unanticipated Claims), if any, as well
as those relating to any other Claims hereinabove mentioned or implied.  4.I
represent that I have not made any assignment or transfer of any Claim. I agree
that neither this Release, nor the furnishing of the consideration for this
Release, shall be deemed or construed at any time to be an admission by the
Company or any Released Party of any improper or unlawful conduct. I agree that
this Release is confidential and agree not to disclose any information
regarding the terms of this Release, except to my immediate family and any tax,
legal or other counsel I have consulted regarding the meaning or effect hereof
or as required by law, and I will instruct each of the foregoing not to
disclose the same to anyone.  5.Each
provision of this Release shall be interpreted in such manner as to be
effective and valid under applicable law and any provision of this Release held
to be invalid, illegal or unenforceable in any respect shall be severable. This
Release cannot be amended except in a writing duly executed by the Company and
me.  *     *    
*    *     *  A-2


I UNDERSTAND THAT I HAVE FIFTEEN (15) DAYS AFTER THE
EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME
EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED.  DATE:
  UNIVERSAL HOSPITAL SERVICES, INC.By:Name:Title:Gary
  D. Blackford