Exhibit 10.13  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 Rex Clevenger (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, and (ii) with respect to
any equity owned by Executive or options or other awards granted to the
Executive.  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
Senior Vice President and Chief Financial Officer of the Company, subject to
the direction and control of the Chief Executive Officer and the Board of
Directors (the Board) of UHS Holdco, Inc., the parent of the Company (Parent),
and, in connection therewith, to reside in the Minneapolis, Minnesota area, to
oversee and direct the development and execution of the financial operations of
the Company and to perform such other duties as the Chief Executive Officer and
Board may from time to time reasonably direct. 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, and not to engage in any
other business activities of a material nature, as an employee, director,
consultant or in any similar capacity, whether or not the Executive receives
any compensation therefor, without the prior written consent of the Board, provided, that the Executive shall be
entitled to engage in such other business activities as do not unreasonably
conflict with the Executives duties and responsibilities to the Company pursuant
to this Employment Agreement upon notice to and consent by the Company, which
consent will not be unreasonably withheld. 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 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 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 $313,800,
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, the Executive will be entitled to
receive a target bonus of 75% of base salary under the Companys Executive
Bonus Plan based on the Companys achievement of the annual EBITDA target
established by the Board (or any compensation committee thereof) for each
fiscal year (each an EBITDA Target),
paid in the following fiscal year, on the same basis as other executives of the
Company, as such plan has been described to the Executive and may be amended
from time to time by the Board (or any compensation committee thereof). The
EBITDA 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.  (c)Options.
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,
under Parents stock option plan that has been approved by the Board.  (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. 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,
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).  2


(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 competently to perform his duties hereunder for
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 16 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 shall be entitled to receive the Accrued Obligations at the time
specified therefor in Section 4(a).  (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 shall pay, subject to Section 4(j), to
the Executive the sum of (i) 175% 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 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, subject to
Section 16 hereof, 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 Company will pay to the Executive 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 the actual results of the Company, as calculated in
accordance with  3


Section 3(b) above (the Pro-Rata Bonus).
Additionally, the Executive shall be entitled to receive the Accrued
Obligations at the time specified therefor in Section 4(a) .  (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 shall pay, subject
to Section 4(j), to the Executive the sum of (i) 175% 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 16 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 time specified therefor in this Employment Agreement.  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 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 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  4


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;  (iv)any
diminution in title, or any material diminution in responsibilities, duties or
authorities, without the Executives written consent; or  (v)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, 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) 262.5% 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 16 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 times specified therefor in this Employment Agreement.  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 a 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  5


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).  (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 and (ii) rights with respect to
any directors and officers insurance policy of the Company.  (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 a highly
competitive business, and the success of  6


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 (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.Non-Compete,
Non-Solicitation.  (a)In
further consideration of the compensation to be paid to the Executive
hereunder, the Executive acknowledges that, during the course of his employment
with the Company and its subsidiaries, he shall become familiar with the
Companys trade secrets and with other Confidential Information concerning the
Company and its subsidiaries (and their respective predecessor companies) and
that his services have been and shall be of special, unique and extraordinary
value to the Company and its subsidiaries, and therefor, the Executive agrees
that during the Term and thereafter until the end of the first anniversary of
the Date of Termination, he 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 the
Executive from owning stock as a passive investor in any publicly traded
corporation so long as the Executive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 Executive shall not directly or indirectly through another
person or entity (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 Company or any Subsidiary and
any employee thereof, (ii) hire any person who was an  7


employee of the Company or any Subsidiary at any time
within the one year period before Employees termination from employment 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.  8.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).  9.Modification.
The Executive agrees and acknowledges that the duration and scope of the
covenants described in Sections 6, 7 and 8 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,
7 or 8 are 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, 7 or 8 as will
render such restrictions valid and enforceable.  10.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. 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.  8


11.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.  12.Survival.
This Employment Agreement survives and continues in full force in accordance
with its terms notwithstanding the expiration or termination of the Term.  13.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 Company shall indemnify the Executive and hold him
harmless from any claim, loss or damage as a result of his cooperation
hereunder.  14.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.  15.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.  9


16.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, Prop. 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 16 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.  17.Attorney
Fees. The Company shall pay the Executives reasonable legal fees and out-of-pocket
expenses of one counsel 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 one counsel 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.  18.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.  19.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  10


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; 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.  20.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 Employment Agreement, dated June 2004, by and between the
Company and the Executive), except as otherwise specifically provided herein.  21.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.  22.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, 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.  23.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.  24.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.  *   *  
*   *   *  11


IN WITNESS WHEREOF, the parties hereto have executed
this Employment Agreement as of the date first written above.   UNIVERSAL HOSPITAL SERVICES, INC.By:
  /s/ Gary D. BlackfordName:
  Gary D. BlackfordTitle:
  Chairman & CEO/s/ Rex ClevengerRex Clevenger


Annex A  RELEASE  I, Rex Clevenger, 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.  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 for indemnification and coverage under any directors and
officers insurance policy; or claims or claims for unemployment or workers
compensation as provided by law.  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:Rex Clevenger