AGREEMENT AND RELEASE

1.

The Employee’s employment with the Company shall cease on April 14, 2008 (the “Separation Date”). This Agreement shall supersede any previous employment agreement with the Employee.

2.

The Severance Period for The Employee shall be 64 weeks and shall be paid at the Employee’s current base salary. The severance, minus applicable withholding and tax deductions required by law, will be paid in accordance with the normal payroll cycles.

3.

The Employee shall receive medical, dental and vision coverage (if applicable ) during 64 weeks of the Severance Period at the applicable rates as all other employee’s , including new rates that become applicable for 2009. The Employee’s COBRA benefits (18 month eligibility ) will start on the Separation Date. During the first 64 weeks the Company will pay for the benefit except for the Employee portion. After 64 weeks, if the Employee remains on COBRA, the Employee is responsible for the entire COBRA payment. If the Employee obtains other employment that offers medical, dental , and vision coverage, within the Severance Period, the Employee is required to take those benefits and cease COBRA coverage from The Company.

4.

All life insurance coverage will cease as of the Separation Date.

5.

Short term and long term disability coverage cease as of the Separation Date.

6.

The Employee shall retain the right to exercise vested options until April 14, 2009. All unvested options will be forfeited effective as of the Separation Date.

7.

If applicable 401k contributions and Deferred Compensation contributions can only be deducted through Employee’s last day of active employment, which is the Separation Date.

8.

If Employee files for Unemployment Compensation and collects weekly benefits during the severance pay periods, the amount that Employee receives will be deducted from Employee’s severance checks.

1.

The Employee agrees that he shall cooperate with Employer in the future should the Employer need information, testimony or other material relating to the Employee’s employment with the Employer. The Employer agrees to reimburse the Employee for any expenses incurred or loss suffered as a result of providing such cooperation.

2.

In consideration of the severance pay described in this letter, you hereby release and forever discharge Quality Distribution including its parent, subsidiaries, affiliates, directors and officers (hereinafter collectively referred to as the Company) from any and all matter of actions, suits, proceedings, claims and demands of any kind or character whatsoever, in law or in equity, in any way directly or indirectly related to or connected with your employment with the Company or the termination of employment with the Company, including but not limited to claims for wrongful

discharge, breach of contract, any and all forms of employment discrimination in violation of any federal, state or local law (including but not limited to claims for discrimination on the basis of race, color, religion, sex, national origin, age and/or mental or physical handicap, whether asserted under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2001e et seq ., the Civil Rights Act of 1870, 42 U.S.C. Section 1981, The Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621 et seq. , The Rehabilitation Act of 1972, as amended, 29 U.S.C. Section 701 et seq., and/or any and all other claims for additional compensation or damages of whatsoever kind arising in connection with your employment and/or separation from employment with the Employer. In addition, this Agreement and Release specifically includes all claims for costs and/or attorney’s fees, if any, incurred by you in connection with any aspect of your employment relationship and/or your separation from employment with the Employer.

3.

The Employee specifically understands and hereby agrees that the provisions of this Agreement and Release extend to all of the aforementioned actions, whether presently matured or not matured, known or unknown, suspected or unsuspected by him, and further agrees that this constitutes an essential material term of this Agreement. The Employer and Employee understand and acknowledge that this Agreement and Release constitutes a binding legal contract, and expressly consent that the Agreement shall be given full force and effect according to each and all of its express terms and provisions.

4.

It is specifically understood and agreed that this Agreement and Release shall not in any way be construed as an admission that the Employer has violated any federal, state or local law or common law duty, or that any action taken by the Employer with respect to the Employee has been unwarranted, unjustified, discriminatory or otherwise unlawful.

5.

It is specifically understood and agreed that the provisions of this Agreement and Release are severable, and that, if any provision of this Agreement and Release or if the application thereof under any circumstances if found to be invalid or unenforceable, all other provisions that can be given effect without the invalid or unenforceable provision shall remain valid and enforceable.

6.

The Employee hereby acknowledges that he is acting of his own free will, that he has been afforded a period of not less than twenty-one (21) days within which to read and consider the terms of this Agreement and Release, that he has been encouraged to seek the advice of counsel with respect to this Agreement and Release, and that he fully understands all of the provisions and effects of this document. In addition, the Employee hereby acknowledges that neither the Employer nor any of its agents, representatives, or attorneys has made any representations concerning the terms of this Agreement and Release other than those contained herein.

7.

The Employee acknowledges that he is fully aware that he remains free to revoke this Agreement and Release for a period of seven (7) days following the execution by him/her of this Agreement and Release, by providing written notice to the Employer of his intention to revoke within the seven (7) day period in question. The Employee further understands that this Agreement shall not become effective or enforceable until the seven (7) day revocation period has expired.

8.

The Employee agrees to be bound by Appendix A and Appendix B, which are attached hereto and incorporated herein by reference.