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                           UNITED ROAD SERVICES, INC.











                               Shares of Series B

                    Participating Convertible Preferred Stock











                               EXCHANGE AGREEMENT











                            Dated as of June 17, 2003







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{PAGE}



                               EXCHANGE AGREEMENT



         AGREEMENT made as of the 17th day of June, 2003 (this "AGREEMENT"), by

and among United Road Services, Inc., a Delaware corporation (the "COMPANY"),

Blue Truck Acquisition, LLC, a Delaware limited liability company (the

"INVESTOR"), and, for the limited purposes set forth in Sections 4, 5.1, 6 and

7, KPS Management, LLC, a Delaware limited liability company ("KPS MANAGEMENT").



                              W I T N E S S E T H:



         WHEREAS, on July 20, 2000 the Company issued and sold to the Investor,

and the Investor purchased from the Company, 613,073.27 shares of the Company's

Series A Participating Convertible Preferred Stock, par value $.001 per share

(the "SERIES A PREFERRED STOCK"), pursuant to that certain Stock Purchase

Agreement dated as of April 14, 2000, as amended;



         WHEREAS, in consideration of all of the shares of Series A Preferred

Stock owned (beneficially or of record) by the Investor and its affiliates, the

Company wishes to issue and sell to the Investor, and the Investor wishes to

purchase from the Company, 2,572.017 shares of the Company's authorized but

unissued shares of Series B Participating Convertible Preferred Stock, par value

$.001 per share ("SERIES B PREFERRED STOCK"), having the rights and preferences

set forth in the Certificate of Powers, Designations, Preferences and Rights

(the "CERTIFICATE OF DESIGNATION") relating to the Series B Preferred Stock,

upon the terms and subject to the conditions set forth herein;



         WHEREAS, simultaneously with the execution of this Agreement, the

Company and CFE, Inc. ("CFE") have entered into an agreement (the "CFE EXCHANGE

AGREEMENT") pursuant to which, among other things, CFE is to surrender to the

Company all shares of Series A Preferred Stock owned (beneficially or of record)

by CFE and its affiliates in exchange for 205.761 shares of the Company's

authorized but unissued shares of Series B Preferred Stock; and



         WHEREAS, simultaneously with the execution of this Agreement, the

Company and Charter URS LLC ("CHARTER") have entered into an agreement (the

"CHARTER EXCHANGE AGREEMENT" and together with the CFE Exchange Agreement, the

"OTHER EXCHANGE AGREEMENTS") pursuant to which, among other things, Charter is

to surrender to the Company all of the 8% Convertible Subordinated Debentures

due 2008 issued by the Company and owned (beneficially or of record) by Charter

and its affiliates, in exchange for 25,000 shares of the Company's authorized

but unissued shares of Series C Participating Convertible Preferred Stock, par

value $.001 per share, having the rights and preferences set forth in the

Certificate of Designation relating thereto.



         NOW, THEREFORE, in consideration of the premises and the mutual

agreements and covenants hereinafter set forth, and for other good and valuable

consideration, the receipt and adequacy of which are hereby acknowledged, the

Investor, the Company and, for the limited purposes set forth in Sections 4,

5.1, 6 and 7, KPS Management hereby agree as follows:



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                                    SECTION 1



                         TERMS OF PURCHASE AND ISSUANCE



1.1      SALE AND PURCHASE. On the Closing Date, the Company shall issue to the

Investor, and the Investor shall purchase from the Company, 2,572.017 shares of

Series B Preferred Stock, initially convertible into 257,201,700 shares of

common stock, par value $0.001 per share, of the Company ("COMMON STOCK"), such

conversion being subject to the terms and conditions set forth in the

Certificate of Designation relating to the Series B Preferred Stock in the form

annexed hereto as EXHIBIT A. The shares of Series B Preferred Stock to be issued

to the Investor hereunder would, if the Conversion Trigger Date (as defined in

the certificate of Designation relating to such stock) had occurred, be

convertible on the date hereof into not less than 9.2% of the Common Stock on a

fully diluted basis (without giving effect to the options being granted to Mr.

Wysocki and Charter under the Option Agreements referred to in Section 2.2(g)).



1.2      PURCHASE PRICE. On the Closing Date, as full consideration for the

issuance of the shares to be issued to the Investor pursuant to Section 1.1 of

this Agreement, the Investor shall surrender to the Company 613,073.27 shares of

Series A Preferred Stock (which constitute all the shares of Series A Preferred

Stock owned (beneficially or of record) by the Investor and its affiliates) for

cancellation.



                                    SECTION 2



                                     CLOSING



2.1      CLOSING. The closing (the "CLOSING") of the sale and purchase of the

Series B Preferred Stock to be issued under this Agreement shall occur at the

offices of Proskauer Rose LLP on this date (the "CLOSING DATE").



2.2      CLOSING TRANSACTIONS. At the Closing, the following shall occur:



         (a)      the Investor shall deliver to the Company the stock

certificate(s) evidencing the shares of Series A Preferred Stock to be

surrendered by it under this Agreement, in each case together with stock powers

duly endorsed in blank or a lost stock affidavit in form and substance

reasonably acceptable to the Company;



         (b)      the Company shall deliver to the Investor the Series B

Preferred Stock to be issued by it under this Agreement in the form of a stock

certificate issued in the Investor's name;



         (c)      the Company shall deliver to the Investor evidence reasonably

satisfactory to the Investor to the effect that (i) the Certificate of

Designation relating to the Series B Preferred Stock has been accepted for

filing by the Secretary of State for the State of Delaware, (ii) the exchanges

contemplated by the Other Exchange Agreements have been consummated, and (iii)

each director entitled to be designated by the Investor pursuant to the

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