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                  AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT

This Amendment Number One to Employment Agreement is entered into as of this day
of August 15, 2002, by and between United Road Services, Inc., a Delaware
corporation (the "Company") and Patrick Fodale (the "executive"), an individual
resident of the State of New York.

                              W I T N E S S E T H:

        WHEREAS, the company and employee have entered into that certain
Employment Agreement, dated as of March 15, 2001 (the "Original Agreement"),
providing for Employee's employment with the Company; and

        WHEREAS, the Company and Employee now desire to amend the employment
agreement, extending the employment period and the severance period in the event
of Termination without Cause.

        NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and Employee hereby agree as follows (capitalized
terms not otherwise defined herein shall have the meaning given them in the
Original Agreement):

        1.      Section 1, Employment, sub paragraph b, Employment Period
                (beginning with the words "The period during which the
                Executive" and ending with the words "on the first anniversary
                of the Commencement Date (the "Expiration Date.") shall be
                deleted in its entirety, and the following shall be inserted in
                its place:

                b.      Employment Period. The period during which the Executive
                        shall serve as an employee of the Company (the
                        "Employment Period") shall commence on April 2, 2001
                        (the "Commencement Date"), and unless earlier terminated
                        pursuant to this Agreement or extended by mutual
                        agreement of the parties hereto, shall expire eighteen
                        (18) months after the Commencement Date (the "Expiration
                        Date").

                        If executive remains employed by the company as of May
                        30, 2002 then Executive shall be paid a retention bonus
                        equivalent to 4 months Salary payable on the next
                        biweekly payroll date.

        2.      Section 2, Termination, sub paragraph b, Without Cause
                (beginning with the words "At any time during the Employment
                Period" and ending with the words "provisions of the Executive
                Confidentiality Agreement attached hereto as Exhibit B" shall be
                deleted in its entirety, and the following shall be inserted in
                its place:

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                b.      Without Cause. At anytime during the Employment Period,
                        the Company shall have the right to terminate
                        Executive's employment with the Company without Cause
                        effective upon delivery of written notice to Executive.
                        The Company's failure to (i) renew this Agreement upon
                        the Expiration Date or (ii) enter into a new agreement
                        with Executive at or prior to the Expiration Date
                        providing for the continued employment of the Executive
                        by Company subsequent to the Expiration Date shall
                        constitute a termination of the Executive without Cause.
                        Upon any termination without Cause, Executive shall be
                        entitled to continue to receive normal Salary payments
                        for four (4) months immediately following the date of
                        such termination; provided, however, that Executive's
                        right to continue to receive Salary payments pursuant to
                        this Section 2 (b) shall cease immediately upon a
                        violation by Executive of any of the provisions of
                        Section 3 or 4 hereof or any of the provisions of the
                        Executive Confidentiality Agreement attached hereto as
                        Exhibit B.

        3.      The remaining provisions of the Original Agreement shall remain
                unchanged and in full force and effect.

        IN WITNESS WHEREOF, the undersigned have caused this Amendment Number
        One to be executed as of the date first above written.

        United Road Services, Inc.

        By:  /s/ Gerald R. Riordan                      /s/ Patrick  J. Fodale
            ------------------------                  -------------------------
                 Gerald R. Riordan                         Patrick J. Fodale
                 Chief Executive Officer