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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

        This FIRST AMENDMENT OT EMPLOYMENT AGREEMENT (the "Amendment") dated as
of September 3, 2002 and between UNITED ROAD SERVICES, INC., a Delaware
corporation (the "Company") and Harold W. Borhauer II (the "Executive").

WITNESSETH:

        WHEREAS, the Company has employed the executive pursuant to an
Employment Agreement dated July 20, 2000, by and between the Company and the
executive (the "Original Agreement" and together with this Amendment, the
"Agreement"); and

        WHEREAS, the Company desires to continue to employ the Executive
pursuant to the terms of the Original Agreement as amended by this Amendment;
and.

        WHEREAS, the Executive desires to accept such continued employment
pursuant to the terms of the Original Agreement as amended by this Amendment.

        NOW THEREFORE, in consideration of the premises, as well as for other
good and valuable consideration, (the receipt and sufficiency of which is hereby
acknowledged), the parties hereby agree as follows:

1.      Section 1 of the Original Agreement is hereby amended and restated in
its entirety to read and provide as follows:

        "1.     Term of Employment. Subject to the provisions of Section 9 of
                the Agreement, the Executive shall continue to be employed by
                the Company pursuant to the terms and conditions of the
                Agreement for a period commencing upon the consummation of the
                transaction (the "Closing date") contemplated by the United Road
                Services, Inc. Shares of Series A Participating Convertible
                Preferred Stock Purchase Agreement dated as of April 14, 2000
                (the "KPS Transaction"), and ending on July 31, 2004 (the
                "Employment Term").

2.      Section 3 of the Original Agreement is hereby amended and restated in
its entirety to read and provide as follows:

        "3.     Base Salary. During the Employment Term, the Company shall pay
                the Executive a base salary (the "Base Salary") in regular
                installments in accordance with the Company's usual payroll
                practices. At the time the Original Agreement was executed the
                Base Salary was paid at an annual rate of $160,000. As of the
                date of the Amendment, the Base Salary have been increased in
                accordance with the terms of the Original Agreement and is being
                paid at an annual rate of $185,000. On a least an annual basis,
                the Compensation Committee of the Board (the "Compensation
                Committee") will review the Executive's performance and may
                increase the Base Salary if, in its discretion, any such
                increase is warranted. The Company may also

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                pay the Executive such bonuses and other incentive compensation
                including, without limitation, stock options, as may be
                determined from time to time to be appropriate by the Board or
                the Compensation Committee".

3.      The first sentence of Section 9(c) of the Original Agreement is hereby
amended and restated in its entirety to read and provide as follows:

        The Employment Term and Executive's employment hereunder may be
        terminated by the Executive for Good Reason upon Notice of Termination
        (as defined below) to the Company (provided, however, and
        notwithstanding anything in this Section 9(c) to contrary, if the Good
        reason is the occurrence of a "Change of Control" (as defined below),
        the Employment Term and Executive's employment hereunder may be
        terminated by the Executive for Good Reason only during the "Change of
        Control Exercise Period" (as defined below)).

4.      Section 9(e)(i)(B)(1) of the Original Agreement is hereby amended and
restated in its entirety to read and provide as follows:

        "a material reduction in the assignment of the Executive's duties,
        responsibilities, or status without the Executive's consent (provided,
        however, that following a Change of Control (as defined herein), and
        without the Executive's consent, the Company may change the Executive's
        title to senior Vice President of Towing and Recovery and modify his
        duties and responsibilities to those that are appropriate to such
        position and commensurate with the duties of other Senior Vice
        Presidents of the Company);".

5.      The second paragraph of Section 9(e)(ii) of the Original Agreement is
hereby amended and restated in its entirety to read and provide as follows:

        "Notwithstanding anything in this Section 9(e) to the contrary, if while
        the Executive is employed by the Company, a Change of Control (as
        defined herein) occurs, the Executive may, in his sole discretion, but
        only during the period commencing on the first anniversary of the
        effective date of such Change of Control and ending on that date that is
        ninety (90) days thereafter (the "Change of Control Exercise Period"),
        give notice to the Company that he intends to elect to exercise his
        rights to terminate his employment for Good Reason and receive the
        payments provided in Section 9 (e)(iii) (the "Notice of Intension"). In
        the event that the Executive elects not to exercise such rights, or
        otherwise fails to exercise such rights, during the Change of Control
        Notice Period, the Executive's employment with the Company shall
        continue for the balance of the Employment Term. In the event that the
        executive does elect to exercise such rights during the Change of
        Control Notice Period, the Executive's employment with the Company shall
        terminate effective as of the date upon which the Notice of Intention is
        received by the Company."

6.      The second sentence of Section 9(e)(iii) of the Original Agreement is
hereby amended and restated in its entirety to read and provide as follows:

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        "In addition, the Executive shall (I) continue to receive his base
        Salary as in effect as of the date of such termination through that date
        that is one year following the date of such termination and (II)
        continue to participate in any and all employee plans or programs or
        other employee benefits provided by Section 7 hereof to the extent
        permitted under the terms of such plans or programs through that date
        that is one year following the date of such termination; provided that
        in all events the Executive and his dependents shall be provided with
        health coverage at the Company's expense for such period; provided,
        however, that the Executive's right to continue to receive the Base
        Salary payments pursuant to this Section 9(e) shall cease immediately
        upon a violation by the Executive of any provision of Sections 10, 11 or
        12 of the Agreement."

7.      The Executive acknowledges that each of the Signing Bonus and the Stay
Bonus were timely paid in full by the Company in accordance with the Original
Agreement. The Executive acknowledges (i) that he timely received all of the
equity incentives contemplated by Section 6 of the Original Agreement in
accordance with the Original Agreement and (ii) that, as of the date of this
Amendment, there is no uncured default by the Company under the Agreement and no
event has occurred that with notice and/or the passage of time would constitute
or result in a default by the Company under the Agreement.

8.      This agreement amends the Original Agreement and all provisions for the
Original Agreement not expressly amended by this Amendment shall remain
unchanged and in full force and effect.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

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        IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.

EXECUTIVE:                                        COMPANY:

                                                  United Road Services, Inc.
/s/ Harold Borhauer II
------------------------
Harold W. Borhauer II

                                                  By:  /s/ Gerald R. Riordan
                                                      ------------------------
                                                  Its: Authorized Agent