EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this Agreement) dated as of the first day of April, 2007 between QUALITY DISTRIBUTION, INC., a Florida corporation (the Company), and Jonathan C. Gold the (Executive).

The Executive and the Company wish to enter into an employment relationship on the terms and conditions set forth in this Agreement.

Accordingly, the Company and the Executive hereby agree as follows:

1. Employment, Duties and Acceptance.

1.1 Employment. The Company hereby agrees to employ the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of Senior Vice President, General Counsel and Corporate Secretary of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned by the Chief Executive Officer. It is agreed and understood that the Executive shall resign as an officer of the Company or any subsidiary immediately upon termination of his or her employment hereunder for any reason.

1.2 Duties and Authority. During the Term, the Executive shall serve as the Senior Vice President, General Counsel, and Corporate Secretary of the Company, and shall have the normal duties, responsibilities, functions and authority of a General Counsel as are customarily and ordinarily exercised by executives in similar positions in similar publicly held company of similar size in the United States, including but not limited to those on the position description attached hereto as Annex A, which is incorporated by reference herein, but subject to the power and authority of the Chief Executive Officer and the Companys Board of Directors (the Board) to expand or limit such duties, responsibilities, functions and authority, consistent with the foregoing and the position of General Counsel, and to overrule the actions of employees and officers of the Company. During the Term, the Executive shall report to the Companys Chief Executive Officer.

1.3 Acceptance. The Executive hereby accepts such employment and agrees to render the services described above. During the Term, and consistent with the above, the Executive agrees to serve the Company faithfully and to the best of the Executives ability, to devote the Executives entire business time, energy and skill to such employment, and to use the Executives best efforts, skill and ability to promote the Companys interests. It is understood that, during the Term, subject to any conflict-of-interest policies of the Company and Section 5.1, the Executive may (x) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not interfere with his duties hereunder, (y) make and manage investments of his choice, and (z) with the prior written consent of the Chief Executive Officer, serve on the board of directors of up to one non-competing for-profit organization provided that such board service does not interfere with his duties hereunder.

1.4 Location. The duties to be performed by the Executive hereunder shall be performed primarily at the Companys offices in Tampa, Florida, subject to reasonable travel requirements consistent with the nature of the Executives duties from time to time on behalf of the Company.

1.5 Fiduciary Relationship. The Executive acknowledges and fully understands that, by entering into this Agreement, he undertakes a fiduciary relationship with the Company, and, as a fiduciary, has the obligation to use due care and act in the best interests of the Company at all times. Executive shall be candid in all reports and responses to inquiries and shall include in any report or response all information known or then available to the Executive, even if not specifically requested, which Executive reasonably believes is material, relevant and reasonably required for the understanding of the matter in question sufficient to inform the person to whom such report or response is provided. Failure of the Executive to fulfill all fiduciary obligations ordinarily imposed by law on similarly situated executives in a fiduciary relationship will be deemed a material breach of this Agreement by the Executive.

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