Exhibit 10.8  SECOND LIEN PATENT
SECURITY AGREEMENT  This Second Lien Patent
Security Agreement (as amended, amended and restated, supplemented or otherwise
modified from time to time, the Second Lien
PatentSecurity Agreement) dated May
31, 2007, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (Wells Fargo), as collateral agent
(together with any successor collateral agent appointed pursuant to Article 12
of the Indenture referred to below, the Collateral
Agent) for the benefit of the Trustee (as defined below) and the
Holders of the Notes (collectively, the Secured
Parties).  WHEREAS, UHS MERGER SUB,
INC., a Delaware corporation and Wells Fargo, as trustee (the Trustee), have entered into an Indenture
dated as of May 31, 2007 (such agreement, as it may hereafter be amended,
amended and restated, supplemented or otherwise modified from time to time,
being the Indenture).  WHEREAS, as a requirement of
the Indenture each Grantor has executed and delivered that certain Second Lien
Security Agreement dated as of May 31, 2007 made by the Grantors to the
Collateral Agent (as amended, amended and restated, supplemented or otherwise
modified from time to time, the Security Agreement).
Terms defined in the Security Agreement and not otherwise defined herein are
used herein as defined in the Security Agreement.  WHEREAS, under the terms of
the Security Agreement, the Grantors have granted to the Collateral Agent, for
the ratable benefit of the Secured Parties, a security interest in, among other
property, certain Patents of the Grantors constituting Material Intellectual
Property Collateral, and have agreed as a condition thereof to execute this
Second Lien Patent Security Agreement for recording with the U.S. Patent and
Trademark Office and any other appropriate governmental authorities.  NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Grantor agrees as follows:  Section 1. Grant of
Security. Each Grantor hereby grants to the Collateral Agent for the
ratable benefit of the Secured Parties a continuing security interest in all of
such Grantors right, title and interest in and to the following (all of the
following items or types of property being herein collectively referred to as
the Patent Collateral), whether now owned
or existing or hereafter acquired or arising:  (i)            each
Patent constituting Material Intellectual Property Collateral owned by the
Grantor, including, without limitation, each Patent referred to in Schedule 1
hereto;  (ii)           all
issuances and applications for issuance for any of the foregoing, together with
all reissues, divisions, continuations, continuations-in-part, extensions and
reexaminations thereof;  (iii)          all
rights in the foregoing provided by international treaties or conventions, all
rights corresponding thereto throughout the world and all other rights of any
kind whatsoever of such Grantor accruing thereunder or pertaining thereto; and  (iv)          any
and all proceeds of, collateral for, income, royalties and other payments now
or hereafter due and payable with respect to any and all of the foregoing,
including, without limitation, all Proceeds of and revenues from any and all
claims for damages and injunctive relief for past, present and future
infringement, misappropriation, violation, misuse or breach with


respect
to any of the foregoing, with the right, but not the obligation, to sue for and
collect, or otherwise recover, all proceeds and damages relating thereto.  Section 2. Recordation.
Each Grantor authorizes and requests that the Commissioner for Patents and any
other applicable government officer record this Second Lien Patent Security
Agreement.  Section 3. Execution in
Counterparts. This Second Lien Patent Security Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the
same agreement.  Section 4. Grants, Rights
and Remedies. This Second Lien Patent Security Agreement has been executed
and delivered by the Grantors for the purpose of recording the grant of
security interest herein with the U.S. Patent and Trademark Office. The
security interest granted hereby has been granted to the Collateral Agent in
connection with the Security Agreement and is expressly subject to the terms
and conditions thereof and does not modify its terms or conditions or create
any additional rights or obligations for any party thereto or hereto. The
Security Agreement (and all rights and remedies of the Collateral Agent
thereunder) shall remain in full force and effect in accordance with its terms.
In the event of a conflict between any provisions of this Second Lien Patent
Security Agreement and any provision of the Security Agreement, the Security
Agreement shall govern. Notwithstanding anything herein to the contrary, the
liens and security interests granted to the Collateral Agent pursuant to this
Second Lien Patent Security Agreement and the exercise of any right or remedy
by the Collateral Agent hereunder are subject to the limitations and provisions
of the General Intercreditor Agreement, dated as of May 31, 2007 (as amended,
restated, supplemented or otherwise modified from time to time, the Intercreditor Agreement) among Merrill
Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as
First Lien Collateral Agent, and Wells Fargo, as Junior Lien Collateral Agent,
and certain other persons party or that may become party thereto from time to
time, and consented to by Universal Hospital Services, Inc. and the Grantors
identified therein. In the event of any conflict between the terms of the
Intercreditor Agreement and the terms of this Agreement, the terms of the
Intercreditor Agreement shall govern and control.  Section 5. Governing Law.
This Second Lien Patent Security Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.  2


IN WITNESS WHEREOF, each
Grantor has caused this Second Lien Patent Security Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.  UHS MERGER SUB, INC.By:
  /s/ Bret BowermanName: Bret BowermanTitle: Vice President


UNIVERSAL HOSPITAL SERVICES,
  INC.By:
  /s/ Rex T. ClevengerName: Rex T. ClevengerTitle: CFO & Executive
  Vice President


UHS HOLDCO, INC.By:
  /s/ Rex T. ClevengerName: Rex T. ClevengerTitle: CFO & Executive
  Vice President


WELLS FARGO BANK, NATIONAL
  ASSOCIATION, as Collateral AgentBy:
  /s/ Lynn M. SteinerName: Lynn M. SteinerTitle: Vice President