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                                                                   Exhibit 10.10

QUALITY DISTRIBUTION

January 13, 2000

Charles J. O'Brien, Jr.
1002 Harbour Island
Bldg. #1407
Tampa, FL 33602

Dear Sir:

This letter will supplement and amend the Employment Agreement dated February
10, 1998 between you and Montgomery Tank Lines, Inc. (the "Employment
Agreement").

1.       Section 2: Term - shall be replaced with the following:

Subject to the provisions for earlier termination as herein provided, the
employment of the Executive hereunder will be for a period of time (the
"Employment Period") commencing on January 1, 2000 and ending on December 31,
2001. In addition to the compensation payable on termination pursuant to Section
6, the Executive shall receive salary on the normal pay cycle for six months
after the Employment Period if the termination occurs on June 30, 2001 or
thereafter.

By mutual agreement between the Company and the Executive, the employment period
can be extended.

2.       Section 3: Duties & Responsibilities - shall be replaced with the
         following:

         (a)      The Executive title will be changed to Chairman of the Board,
                  Quality Distribution, Inc.

         (b)      The Executive will have primary responsibility for new
                  business development in the following areas:

                  1. Acquisitions
                  2. Affiliate Recruiting
                  3. Cryogenic Business Development
                  4. Levy Petroleum
                  5. CMSIBulknet.com
                  6. Glass Division


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Charles J. O'Brien, Jr.
January 13, 2000
Page 2

                  The Board of Directors of the Company ("the Board") may assign
                  additional duties and responsibilities to the Executive that
                  are reasonably acceptable to the Executive.

                  The Executive shall devote attention and energy during the
                  Employment Period (subject to sick leave and vacation time
                  taken in accordance with Company policy) to the business of
                  the Company, and at all times the Executive shall use his best
                  efforts to serve and advance the business of the Company.
                  During the Employment Period, the Executive will not be
                  engaged in any other business activity which, in the
                  reasonable judgment of the Board or its designee, conflicts
                  with the duties of the Executive hereunder, except for passive
                  investments permitted under Section 7(a)(i) of the Employment
                  Agreement.

3.       Section 4: Compensation and Benefits

         4(a):    Base Salary - shall be revised to reflect an annual base
                  salary of $100,000.00 payable in accordance with the Company's
                  normal payroll policy.

         4(b):    Bonus - Target bonus levels will remain the same, but
                  guidelines for payment shall be modified to reflect that the
                  performance criteria for payment of bonus will be based on the
                  redefined duties and responsibilities listed in Section 3(b)
                  and how well each of the six defined areas perform.

         4(c):    BENEFITS - UNCHANGED

         4(d):    OPTIONS - shall be replaced with the following:

         1.       Executive has potentially vested options to purchase 8,250
                  shares of the Company's Common Stock. 4,125 of those shares
                  have already vested. Based on Executive's service through the
                  date of this letter, 4,125 of those shares could potentially
                  vest based on performance.

         2.       From January 1, 2000 through December 31, 2001, the Executive
                  could Potentially vest options to purchase an additional 5,500
                  shares. 2,750 Shares will vest based on Executive's service
                  through December 31, 2001 (687.5 shares through June 30, 2000;
                  1,375 shares through June 20, 2001; and 687.5 shares through
                  December 31; 2001), and 2,750 shares Will be based on
                  performance.


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Charles J. O'Brien, Jr.
January 13, 2000
Page 3

                  Performance vesting will be dependent on the same performance
                  criteria as other option holders and in accordance with the
                  Option Plan.

         3.       8,250 options will be returned to the Company effective
                  January 1, 2000.

                  The Executive will retain all vested options and not be forced
                  to exercise until the sooner of (a) the Executive exercises
                  his "Sale Right" described in Section 8 of the Shareholders'
                  Agreement dated as of February 10, 1998 giving the Company and
                  certain shareholders of the Company (the "Shareholders'
                  Agreement") sale rights, or ((b) the Executive retires from
                  the QDI Board.

                  At any time, should the Executive decide that he wishes to
                  discontinue working, and then the remaining options available
                  to be vested in Item 2 above would cease.

                  All provisions of the Option Agreement, Shareholder Agreement
                  and Employment Agreement remain in place unless specifically
                  modified above.

To evidence your agreement with the foregoing, please execute in the space
provided below and return said executed counterpart to us whereupon the
Employment Agreement shall be supplemented and amended as provided above and
this letter shall be a binding agreement between us effective as of the date of
this letter.

Very truly yours,

QUALITY DISTRIBUTION, INC.



By: /s/ THOMAS L. FINKBINER
   ------------------------
   Thomas L. Finkbiner
   Chief Executive Officer

                                             AGREED AND ACCEPTED:



                                             By: /s/ CHARLES J. O'BRIEN, JR.
                                                ----------------------------
                                                Charles J. O'Brien, Jr.
                                                Chairman of the Board