Exhibit
10.18  UHS HOLDCO, INC.  FORM OF OPTION AGREEMENT 
EVIDENCING A GRANT OF AN OPTION UNDER
THE EMPLOYEE OPTION PLAN  This Option
Agreement (this Agreement) is made [                      ],
20  , between UHS Holdco, Inc., a Delaware corporation (the Company),
and [                      ]
(Grantee). Capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Plan (as defined below).  1.Grant of
Option.Pursuant to the UHS Holdco, Inc. Stock Option Plan (the Plan),
the Company hereby grants to Grantee, as of the date hereof, a stock option
(the Option) to purchase from the Company [        ] shares (the
Shares) of the Companys common stock, $0.01 par value per share (the Common
Stock), at the exercise price per share of $[         ] (the Exercise
Price), subject to the terms and conditions set forth herein and in the
Plan. Upon certain events, the number of Shares and/or the Exercise Price may
be adjusted as provided in the Plan.  2.Grantee Bound by Plan.The Plan is incorporated herein by
reference and made a part hereof. Grantee hereby acknowledges receipt of a copy
of the Plan and agrees to be bound by all the terms and provisions thereof. The
Plan should be carefully examined before any decision is made to exercise the
Option.  3.Exercise of
Option.Subject to the terms and conditions contained herein,
including Section 7 hereof, and in the Plan, the Option may be
exercised, in whole or in part, to the extent it has become vested, by written
notice to the Company at any time and from time to time after the date of grant.
The Option may not be exercised for a fraction of a share of Common Stock. Options
are subject to cancellation as provided in the Plan.  4.Expiration of Option.  (a)The Option shall not be
exercisable in any event ten years after the date hereof. Any part of the
Option that is not vested on the Termination Date shall expire and be forfeited
on such date, and any part of the Option that is vested on the Termination Date
shall also expire and be forfeited to the extent not exercised on or before
ninety (90) days following the Termination Date or such shorter period if such
ninety (90)-day period would exceed the original term of the Option; provided,
that in the event of the death or disability of the Grantee, any part of the
Option that is vested on the date of the Termination Date shall expire and be
forfeited to the extent not exercised on or before 180 days following the
Termination Date or such shorter period if such 180-day period would exceed the
original term of the Option.  (b)Subject to Section 5(d), all unvested Performance Vesting
Options shall terminate in their entirety, without any action on the part of
the Company, upon the occurrence of a Sale of the Company.


5.Vesting of
Performance Vesting Options.  (a)A portion of the Option
granted under this Agreement representing the right to purchase [                      ]
Shares (the Performance Vesting Options) shall vest in whole or in
part and become exercisable with respect to the Shares prior to the tenth
anniversary of the date hereof upon the attainment of certain goals and upon
certain events as described in this Section 5.  (b)The Performance Vesting
Option shall vest and become exercisable with respect to 16.66% of the Shares
(rounded to the nearest whole share) on each December 31 after the date hereof
(a Performance Vesting Date) during the period beginning on the date
hereof and ending on December 31, 2012 (such period of time is referred to as
the Performance Vesting Period), if and only if, (i) the Grantee
remains continuously employed with the Company and/or any of its Subsidiaries
during the period beginning on the date hereof and ending on the applicable
Performance Vesting Date and (ii) the Companys Adjusted EBITDA (as
defined below) for such fiscal year equals or exceeds the Adjusted Target
EBITDA (as defined below) for such fiscal year; provided, however,
at the end of each fiscal year of the Company during the Performance Vesting
Period, if the sum of the Companys Adjusted EBITDA for the fiscal year ending
on such Performance Vesting Date and the Companys Adjusted EBITDA for each of
the previous fiscal years during the Performance Vesting Period equals at least
100% of the sum of the Adjusted Target EBITDA for the fiscal year ending on
such Performance Vesting Date and the Adjusted Target EBITDA for each of the
previous fiscal years during the Performance Vesting Period (such determination
is referred to herein as the Aggregate Test), then the Performance
Vesting Options shall vest and become exercisable for the number of Shares
which will result in the aggregate number of Shares which are vested as of the
end of such fiscal year being equal to the greater of (A) the number of
Shares that would have otherwise vested and become exercisable as determined
without regard to the Aggregate Test and (B) the number of Shares which
would have vested if 16.66% of the Shares vested on each Performance Vesting
Date ending on or prior to the Performance Vesting Date which is the last day
of such fiscal year.  (c)Notwithstanding
anything contained herein to the contrary, (i) if the Company or any of it
Subsidiaries consummates an acquisition of another Person, a disposition of the
Company or any of its Subsidiaries to another Person or any similar transaction
during any fiscal year of the Company or (ii) if the accounting policies,
procedures or rules to which the Company is subject change, in either case
during the Performance Vesting Period, then the Adjusted Target EBITDA for the
remainder of such fiscal year after such transaction or the effective date of
such change and all subsequent fiscal years during the Performance Vesting
Period will be adjusted in good faith by the Committee, and each such adjusted
and approved Adjusted Target EBITDA shall be deemed the applicable Adjusted
Target EBITDA for such fiscal year and each such subsequent fiscal years for
all purposes hereunder during the Performance Vesting Period. Any such
adjustment to the Adjusted Target EBITDA will not affect the Adjusted Target
EBITDA or the Aggregate Test with respect to any fiscal years (or a portion of
any fiscal year) prior to the consummation of such transaction.  (d)In the event of a Sale
of the Company, so long as the Grantee remains continuously employed by the
Company and/or any of its Subsidiaries during the period  2


beginning on the date
hereof and ending on the date that such Sale of the Company is consummated [(or if the Grantee is terminated without Cause or the
Grantee resigns for Good Reason in the thirty (30) days period prior to the
consummation of such Sale of the Company, the Grantee shall be deemed to have
been continuously employed by the Company and/or any of its Subsidiaries during
the period beginning on the date hereof and ending on the date that such Sale
of the Company is consummated for purposes of this Section 5(d) only)](1) the Performance Vesting Options
shall vest and become immediately exercisable with respect to 100% of the
Shares to the extent BSMB realizes an IRR equal to or greater than 20%, and,
subject to Sections 5.10 and 6.4 of the Plan, shall remain exercisable for a
period of 90 days following such Sale of the Company.  (e)For purposes of this Section 5,
the following terms have the following meanings:  (i)Adjusted
EBITDA means, with respect to the Company and its Subsidiaries, on a
consolidated basis, for any fiscal year, the sum of: (A) the net income
for such fiscal year (before the payment of any dividends and excluding the
effect of any extraordinary gains or losses during such period and the effect
of any purchase accounting adjustments as a result of the acquisition of UHS by
the Company), plus (B)  interest expense, federal, state, foreign
and local income, franchise, and other similar taxes, depreciation and
amortization for such fiscal year, plus (C) any management fees paid to
Bear Stearns Merchant Manager III (Cayman), L.P. or its Affiliates pursuant to
the Professional Services Agreement, dated as of May 31, 2007, by and
between UHS and Bear Stearns Merchant Manager III (Cayman), L.P., as amended,
modified or restated from time to time (the Services Agreement), any
management fees paid to any other institutional investor that owns shares of
Common Stock (including for fiscal year 2007 only, any management fees paid by
the Company or its Subsidiaries during the period from January 1, 2007 to May
31, 2007 pursuant to (x) that certain Management Agreement, dated as of October
17, 2003, between Halifax GenPar, L.P. and Universal Hospital Services, Inc.
and (y) that certain Management Agreement, dated as of February 28, 1998,
between J.W. Childs Associates, L.P. and Universal Hospital Services, Inc., as
amended by that certain Amendment to Management Agreement, dated as of October
17, 2003, between J.W. Childs Associates, L.P. and Universal Hospital
Services, Inc.) and any director fees paid to members of the Board, in each
case, during such fiscal year, plus (D) for fiscal year 2007 only, any
consulting fees paid by Universal Hospital Services, Inc. to L.E.K. Consulting
during the period from January 1, 2007 to May 31, 2007, plus (E) any non-cash
charges to the extent that such charges will not result in a cash charge in any
future period (including any non-cash expenses relating to the options under
FAS 123(R)) during such fiscal year, plus (F) non-capitalized
transaction fees and expenses incurred in connection with the acquisition of
UHS by the Company during such fiscal year, plus (G) any fees paid by
the Company or UHS to David Dovenberg, but not to exceed $250,000 in any fiscal
year, plus (or minus) (H) any unusual and non-recurring losses (or
gains) for such fiscal year, minus (I) any non-cash gains during such
fiscal  
 (1)This
provision will be included only for those Grantees who are at the level of Vice
President and above (including the Controller).  3


year, in each
case, as determined in accordance with United States generally accepted
accounting principles and as set forth on the Companys financial statements
for such fiscal year which have been approved by the Board.  (ii)Adjusted
Target EBITDA means, for any fiscal year of the Company during the
Performance Vesting Period, the Base Target EBITDA (as set forth in Annex I
attached hereto) for such year; provided, that the Committee shall make
appropriate adjustments to any Adjusted Target EBITDA (i) to the extent that
there are material deviations in the amount of capital expenditures actually
incurred by the Company during any fiscal year from the Capital Expenditures
Target (as set forth in Annex I attached hereto) for such fiscal
year and (ii) in accordance with Section 5(c) above.  (iii)IRR means, as of any date of a Sale
of the Company, after giving effect to such Sale of the Company, BSMBs
compounded annual rate of return (as determined in good faith by BSMB using the
XIRR function in Microsoft Excel®, upgrades to such program, or if
such software is not available at such time, an equivalent function in another
software package) on its entire investment in the Company.  For purposes of calculating BSMBs compound annual
rate of return as contemplated in the preceding paragraph:  (A)there
shall be taken into account all cash payments received by BSMB from time to
time prior to the consummation of such Sale of the Company (excluding, for the
avoidance of doubt, any fees paid to BSMB pursuant to the Services Agreement,
but including the portion of any Advisory Fee (as defined in the Services
Agreement) paid to BSMB in excess of $500,000 in any fiscal year of the
Company);  (B)there
shall be taken into account all cash payments to be received by BSMB upon
consummation of such Sale of the Company but only if received by BSMB on the
date of consummation of such Sale of the Company, or to be received thereafter
in connection with such Sale of the Company pursuant to an installment sale
(excluding, for the avoidance of doubt, any fees paid to BSMB pursuant to the
Services Agreement, but including the portion of any Advisory Fee (as defined
in the Services Agreement) paid to BSMB in excess of $500,000 in any fiscal
year of the Company); and  (C)there
shall be taken into account the effect of any dilution resulting from any
vesting of the Option pursuant to this Agreement.  6.Vesting of Time Vesting Options.  (a)A portion of the Option
granted under this Agreement representing the right to purchase [              ]
Shares shall be subject to vesting (the Time Vesting Options) in the
manner described in this Section 6.  4


(b)The Time Vesting
Options shall fully vest and become exercisable with respect to the applicable
number of Shares set forth below if and only if the Termination Date does not
occur during the period beginning on the date hereof and ending on the
applicable vesting date determined below. The Time Vesting Options shall
cumulatively vest and become exercisable with respect to 16.66% of the Shares
(rounded to the nearest one-thousandth (0.001) of a share of Common Stock) on
each December 31 after the date hereof during the period beginning on the date
hereof and ending on December 31, 2012.  (c)Upon a Change in
Control (as defined below), 100% of any portion of the Time Vesting Options
that is not vested as of the date of such Change in Control shall become vested
and immediately exercisable and, subject to Sections 5.10 and 6.4 of the Plan,
shall remain exercisable for a period of 90 days following such Change in
Control. For the purposes  hereof, Change
in Control means any (i) sale or issuance (or series of sales or
issuances) of Common Stock or the right to acquire Common Stock by the Company
or any holders thereof which results in any Person or group of Affiliated
Persons (other than the owners of Common Stock or the right to acquire Common
Stock as of the date hereof and Affiliates of such Persons) owning and/or
having the right to acquire more than 50% of the Common Stock on a fully
diluted basis at the time of such sale or issuance (or series of sales or
issuances), other than in connection with a Public Offering or (ii) merger,
share exchange, reorganization, recapitalization or consolidation to which the
Company is a party (other than a merger in which the Company is the surviving
entity, or a share exchange in which capital stock of the Company is issued,
that does not result in more than 49% of the Companys outstanding capital
stock possessing the voting power (under ordinary circumstances) to elect a
majority of the Board being owned of record or beneficially by persons or
entities other than the holders of such capital stock immediately prior to such
merger or share exchange).  7.Conditions
to Exercise.The Option may not be exercised by Grantee unless the
following conditions are met:  (a)The Option has become
vested with respect to the Shares to be acquired pursuant to such exercise;  (b)Legal counsel for the
Company must be satisfied at the time of exercise that the issuance of shares
of Common Stock upon exercise will be in compliance with the Securities Act and
applicable United States federal, state, local and foreign laws; and  (c)Grantee must pay at the
time of exercise the full Exercise Price for the Shares being acquired
hereunder in the form elected by Grantee, plus any withholding tax (which shall
be paid only in cash) required in connection with such exercise, in each case,
in accordance with the terms of the Plan[; provided,
that the Withholding Amount relating to the Options, at the Grantees election,
shall reduce the number of Shares (based on the Fair Market Value of such
Shares) that are issuable upon exercise of such portion of the Option; provided,
however, that the number of Shares used to satisfy the Withholding
Amount  5


shall
not exceed the minimum withholding tax obligation under applicable federal and
state law in effect at such time].(2)  8.Transferability.The Option (including the right to receive the Shares) may not be
Transferred or assigned by Grantee, other than by will or the laws of descent
and distribution and, during the lifetime of Grantee, the Option may be
exercised only by Grantee (or, if Grantee is incapacitated, by Grantees legal
guardian or legal representative). In the event of the death of Grantee, the
Option, to the extent it has not vested on the date of death, shall terminate;
and the exercise of the Option, to the extent it has vested as of the date of
death, may be made only by the executor or administrator of Grantees estate or
the Person or Persons to whom Grantees rights under the Option pass by will or
the laws of descent and distribution. If Grantee or anyone claiming under or
through Grantee attempts to violate this Section 8, such attempted
violation shall be null and void and without effect, and the Companys
obligation hereunder shall terminate. Any Issued Stock received upon exercise
of the Option is subject to the [repurchase
right],(3) restrictions on Transfer and other rights and obligations
set forth in the Plan[; provided,
that, notwithstanding anything contained in the Plan, any Shares received by
Grantee upon exercise of the Option shall not be subject to the repurchase
rights set forth in Section 5.7 of the Plan].  9.Administration.Any action taken or decision made by the Company, the Board, or the
Committee or its delegates arising out of or in connection with the
construction, administration, interpretation or effect of the Plan or this
Agreement shall lie within its sole and absolute discretion, as the case may
be, and shall be final, conclusive and binding on Grantee and all persons
claiming under or through Grantee, except as expressly provided in Grantees
employment agreement, if any, with the Company or any of its Subsidiaries. By
accepting this grant or other benefit under the Plan, Grantee and each person
claiming under or through Grantee shall be conclusively deemed to have
indicated acceptance and ratification of, and consent to, any action taken
under the Plan by the Company, the Board or the Committee or its delegates.  10.No Rights as
Stockholder.Unless and until a certificate or certificates
representing such shares of Common Stock shall have been issued to Grantee (or
any person acting under Section 7 above), Grantee shall not be or
have any of the rights or privileges of a stockholder of the Company with
respect to shares of Common Stock acquirable upon exercise of the Option.  11.Investment
Representation.Grantee hereby acknowledges that the shares of
Common Stock which Grantee may acquire by exercising the Option shall not be
Transferred in the absence of an effective registration statement for the
shares of Common Stock under the Securities Act and applicable state securities
laws or an applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws. Grantee also agrees
that the shares of Common Stock which Grantee may acquire by exercising the  
 (2)           This provision will
be contained only in the Option Agreement for Gary Blackford. (3)           The Issued Shares
owned by Gary Blackford will not be subject to the repurchase right provided
for in the Plan.  6


Option will not be sold
or otherwise disposed of in any manner which would constitute a violation of
any applicable federal or state securities laws.  12.Rights of
Grantee.Neither this Agreement nor the Plan creates any employment
rights in Grantee and neither the Company nor any of its Subsidiaries shall
have any liability arising out of the Plan or this Agreement for terminating
Grantees employment or reducing Grantees responsibilities.  13.Notices.Any
notice hereunder to the Company shall be addressed to the Companys principal
executive office, Attention: General Counsel, and any notice hereunder to
Grantee shall be addressed to Grantee at Grantees last address on the records
of the Company, subject to the right of either party to designate at any time
hereafter in writing some other address. Any notice shall be deemed to have
been duly given when delivered personally, one day following dispatch if sent
by reputable overnight courier, fees prepaid, or three days following mailing
if sent by registered mail, return receipt requested, postage prepaid and addressed
as set forth above.  14.Binding
Effect.This Agreement shall be binding upon and inure to the
benefit of any successors and assigns to the Company and all persons lawfully
claiming under Grantee.  15.Non-Competition
and Non-Solicitation.(4)  (a)In consideration of the
Companys grant of the Option hereunder, the Grantee acknowledges that, during
the course of the Grantees employment with the Company and its Subsidiaries
(the Term), the Grantee shall become familiar with the trade secrets
of the Company and its Subsidiaries and other Confidential Information (as
defined below) concerning the Company and its Subsidiaries (and their
respective predecessor companies) and that the Grantees services have been and
shall be of special, unique and extraordinary value to the Company and its
Subsidiaries. Accordingly, the Grantee agrees that during the Term and
thereafter until the end of the first anniversary of the Grantees Termination
Date, the Grantee shall not directly or indirectly own any interest in, manage,
control, participate in, consult with, render services for, or in any manner
engage in any Competing Business (as defined below) in the United States; provided,
that the foregoing shall not prohibit Grantee from owning stock as a passive
investor in any publicly traded corporation so long as Grantees ownership in
such corporation, directly or indirectly, is less than 2% of the voting stock
of such corporation. For purposes of this paragraph, Competing Business
means any business activity involving the outsourcing or rental of movable
medical equipment and related services to the health care industry.  (b)During the Term and
thereafter until the end of the second anniversary of the Date of Termination,
the Grantee shall not directly or indirectly through another Person (i) induce
or attempt to induce any employee of the Company or any Subsidiary to leave the
employ of the Company or such Subsidiary, or in any way interfere with the
relationship between the  
 (4)           This provision will
not be included in Gary Blackford's Option Agreement.  7


Company or any Subsidiary
and any employee thereof, (ii) hire any person who was an employee of the
Company or any Subsidiary at any time within the one (1) year period before the
Grantees Termination Date, or (iii) induce or attempt to induce any customer,
supplier, licensee, licensor, franchisee or other business relation of the
Company or any Subsidiary to cease doing business with the Company or such
Subsidiary, or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation and the Company or any
Subsidiary, except with the prior written consent of the Board, which consent
will be given at the sole discretion of the Board.  16.Non-Disclosure.(5) The Grantee agrees that
during and at all times after the Term, the Grantee 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, Confidential Information), to which the Grantee 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 Grantee has been instructed to make disclosure by the
Board, (ii) as appropriate (as determined by the Grantee in good faith) to
perform the Grantees duties to the Company or its Subsidiaries, 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 to the extent that such information is not in the
public domain as a consequence of disclosure by the Grantee in violation of
this Option Agreement.  17.Intellectual Property, Inventions and Patents.(6) 
The Grantee 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 actual or anticipated business, research and development or existing or
future products or services of the Company or its Subsidiaries and which are
conceived, developed or made by the Grantee (whether individually or jointly
with others) while employed by the Company or its Subsidiaries (or their
respective predecessors) (Work Product), belong to the Company or its
Subsidiaries. The Grantee 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).  
 (5)This provision
will not be included in Gary Blackford's Option Agreement. (6)This
provision will not be included in Gary Blackford's Option Agreement.  8


18.Modification.(7)  The Grantee agrees and acknowledges that the
duration and scope of the covenants described in Section 15, 16
or 17 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 Grantee for such
obligations, and that these obligations do not prevent the Grantee from earning
a livelihood. If, however, for any reason any court of competent jurisdiction
determines that any restriction contained in Section 15, 16 or 17
are not reasonable, that consideration is inadequate, such restriction will be
interpreted, modified or rewritten to include as much of the duration, scope
and geographic area identified in Section 15, 16 or 17 as
will render such restrictions valid and enforceable.  19.Remedies.(8) The Grantee acknowledges that the Company will suffer
irreparable harm as a result of a breach of this Option Agreement by the
Grantee 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 Grantee of any provision of this Option 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 Grantee against the Company or any of its
Subsidiaries, whether predicated on this Option Agreement or otherwise, will
not constitute a defense to the enforcement by the Company of this Option
Agreement. The Grantee agrees not to defend on the basis that there is an
adequate remedy at law.  20.Governing Law.  The validity, construction, interpretation,
administration and effect of the Plan, and of its rules and regulations, and
rights relating to the Plan and to this Agreement, shall be governed by the
substantive laws, but not the choice of law rules, of the State of Delaware. The
parties hereto hereby irrevocably and unconditionally submit to the exclusive
jurisdiction of any Federal court sitting in the State of Minnesota over any
suit, action or proceeding arising out of or relating to this Agreement. The
parties hereby agree that service of any process, summons, notice or document
by U.S. registered mail addressed to any such party shall be effective service
of process for any action, suit or proceeding brought against a party in any such
court. The parties hereto hereby irrevocably and unconditionally waive any
objection to the laying of venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. The
parties hereto agree that a final judgment in any such suit, action or
proceeding brought in any such court shall be conclusive and binding upon any
party and may be enforced in any other courts to whose jurisdiction any party
is or may be subject, by suit upon such judgment.  
 (7)This
provision will not be included in Gary Blackford's Option Agreement. (8)This
provision will not be included in Gary Blackford's Option Agreement.  9


21.WAIVER OF RIGHT TO JURY TRIAL. EACH PARTY
HERETO HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY
IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING
OUT OF THIS AGREEMENT OR THE PLAN, OR THE ENFORCEMENT HEREOF OR THEREOF. THE
GRANTEE AGREES THAT THIS SECTION 21 IS A SPECIFIC AND MATERIAL ASPECT OF
THIS AGREEMENT AND ACKNOWLEDGES THAT THE COMPANY WOULD NOT HAVE ENTERED INTO
THIS AGREEMENT IF THIS SECTION 21 WERE NOT PART OF THIS AGREEMENT.  *     *    
*     *     *  10


IN WITNESS
WHEREOF, the Company and Grantee have executed this Option Agreement as of the
date first above written.  UHS HOLDCO, INC.By:Name:Title:GRANTEE:[                                      ]


ANNEX
I  Fiscal Year
  
  Base Target EBITDA
  
  Capital Expenditures Target2007
  
  $
  91,805,000
  
  $
  58,100,0002008
  
  $
  102,743,000
  
  $
  52,700,0002009
  
  $
  113,158,000
  
  $
  59,700,0002010
  
  $
  126,845,000
  
  $
  70,400,0002011
  
  $
  143,833,000
  
  $
  83,200,0002012(9)
  
  To be determined by the
  Board or Committee prior to date of grant
  
  To be determined by the
  Board or Committee prior to date of grant  
 (9)Please
propose target for FY 2012.  12