Exhibit 10.7  SECOND LIEN COPYRIGHT
SECURITY AGREEMENT  This Second Lien Copyright
Security Agreement (as amended, amended and restated, supplemented or otherwise
modified from time to time, the Second Lien
Copyright Security Agreement) dated
May 31, 2007 is made by the Persons listed on the signature pages hereof
(collectively, the Grantors) 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 Copyrights of the Grantors constituting Material Intellectual
Property Collateral, and have agreed as a condition thereof to execute this
Second Lien Copyright Security Agreement for recording with the U.S. Copyright
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 Copyright Collateral), whether now
owned or existing or hereafter acquired or arising:  (i)            each Copyright
constituting Material Intellectual Property Collateral owned by the Grantor,
including, without limitation, each Copyright registration and application
therefor, referred to in Schedule 1 hereto;  (ii)           all registrations
and applications for registration for any of the foregoing;  (iv)          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  (v)           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, dilution, 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 Register of Copyrights and any
other applicable government officer record this Second Lien Copyright Security
Agreement.  Section 3. Execution in
Counterparts. This Second Lien Copyright 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 Copyright 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. Copyright 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 provision of this Second Lien Copyright
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 Copyright 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
Copyright 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 Copyright 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