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                                                                   EXHIBIT 10.16

         STOCK OPTION AGREEMENT dated as of the date set forth on the signature
page hereto, between QUALITY DISTRIBUTION, INC., a Florida corporation (the
"Company"), and the optionee set forth on the signature page hereto (the
"Optionee").

         The Company, whether acting through its Board of Directors (the
"Board") or a committee thereof (the "Committee") has granted to the Optionee,
effective as of the date of this Agreement, an option under the Company's 1998
Stock Option Plan (the "Plan") to purchase up to the number of shares of the
common stock, $.01 par value, of the Company (the "Shares") set forth on the
signature page hereto, on the terms and subject to the conditions set forth in
this Agreement and the Plan.

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein the parties hereto agree as follows:

1. THE PLAN.

         The terms and provisions of the Plan are hereby incorporated into this
Agreement as if set forth herein in their entirety. In the event of a conflict
between any provision of this Agreement and the Plan, the provisions of this
Agreement shall control, further all references to the Shareholders Agreement
shall be superceded by the terms set forth herein A copy of the Plan is attached
hereto as Exhibit 2. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Plan.

2. OPTION; OPTION PRICE.

         On the terms and subject to the conditions of this Agreement, the
Optionee is hereby granted the option (the "Option") to purchase Shares at the
Option Price set forth on the signature page hereto. The Option shall consist of
a Tranche A Option, Tranche B Option, Tranche C Option and Tranche D Option as
set forth in the Plan. The Option is not intended to qualify for federal income
tax purposes as an "incentive stock option" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").

3. TERM.

         The term of the Option (the "Option Term") shall commence on the date
hereof and expire on the tenth anniversary of the date hereof, unless the Option
shall have sooner been terminated in accordance with the terms of the Plan or
this Agreement.

4. VESTING.

         The Option shall be subject to the vesting requirements of the Plan
except as set forth on Exhibit 1 attached hereto.


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5. EXERCISE.

         (a)      Payment. The following forms of payment may be used by the
                  Optionee (or such other person exercising the Option in
                  accordance with the provisions of Section 13(c) of the Plan)
                  upon exercise of the Option:

                  (i)      cash or personal or certified check payable to the
                           Company in an amount equal to the aggregate Option
                           Price of the Shares with respect to which the Option
                           is being exercised;

                  (ii)     stock certificates (in negotiable form) representing
                           Shares having a Fair Market Value on the date of
                           exercise equal to the aggregate Option Price of the
                           Shares with respect to which the Option is being
                           exercised; or

                  (iii)    Vested options having an option value (the difference
                           between the exercised price thereof and the fair
                           market value of the stock underlying such option) on
                           the date of exercise equal to the aggregate Option
                           Price of the Shares with respect to which the Option
                           is exercised.

                  (iv)     a combination of the methods set forth in clauses (i)
                           and (ii)

         (a)      Certain Terminations. Notwithstanding any provision in the
                  Plan or this Agreement to the contrary, in the event of a
                  termination of employment of the Optionee other than for
                  "Cause" (as defined in the Employment Agreement) the Committee
                  shall not have the discretion to specify or limit the
                  available forms of payment as described in the proviso to
                  paragraph (a) above, and the Optionee shall be entitled to
                  exercise the Option, to the extent it has become a Vested
                  Option, until 120 days following the date on which the Company
                  shall have notified the Optionee of the per share Fair Market
                  Value of the Shares (which notice shall not be given prior to
                  the later of (i) the date of such termination and (ii) the
                  date on which the Optionee ceases to be a member of the
                  Board), provided that the Option shall not be exercisable
                  following the tenth anniversary of the date of grant.

         (b)      Notice. The Optionee (or such other person exercising the
                  Option in accordance with the provisions of Section 13(c) of
                  the Plan) may exercise the Option in whole or in part (but for
                  the purchase of whole Shares only) by delivering a written
                  notice (the "Notice") to the Secretary of the Company. The
                  Notice shall state:

that the Optionee elects to exercise the Option;

                  (i)      the number of Shares with respect to which the Option
                           is being exercised (the "Optioned Shares");

                  (ii)     the method of payment for the Optioned Shares;


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                  (iii)    the date upon which the Optionee desires to
                           consummate the purchase (which date must be prior to
                           the termination of the Option); and

                  (iv)     a copy of any election filed by the Optionee pursuant
                           to Section 83(b) of the Code.

         (c)      Exercise Date. The exercise date shall be the date on which
                  the Company receives the Notice from the Optionee, or such
                  later date as may be specified in the Notice from the
                  Optionee.

         (d)      Issuance of Certificates. The Company shall issue a stock
                  certificate in the name of the Optionee (or such other person
                  exercising the Option in accordance with the provisions of
                  Section 13(c) of the Plan) for the Shares purchased upon
                  exercise of an Option as soon as practicable after receipt of
                  the Notice and payment of the aggregate Option Price for such
                  Shares. Neither the Optionee nor any person exercising the
                  Option in accordance with the provisions of Section 13(c) of
                  the Plan shall have any privileges as a stockholder of the
                  Company with respect to any Shares subject to the Option until
                  the date of issuance of a stock certificate.

         (e)      Restrictions. No Shares shall be issued and delivered upon the
                  exercise of the Option unless and until the Company and/or the
                  Optionee shall have complied with all applicable Federal or
                  state registration, listing and/or qualification requirements
                  and all other requirements of law or of any regulatory
                  agencies having jurisdiction. The Company shall make all
                  reasonable efforts to comply with such requirements that
                  relate to the Company.

6. RESTRICTION ON TRANSFER.

         The Option may not be transferred, pledged, assigned, hypothecated or
otherwise disposed of in any way by the Optionee and may be exercised during the
lifetime of the Optionee only by the Optionee. The Option shall not be subject
to execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to the
provisions hereof, and the levy of any execution, attachment or similar process
upon the Option, shall be null and void and without effect.

7. OPTIONEE'S EMPLOYMENT.

         Nothing in the Option shall confer upon the Optionee any right to
continue to be employed by the Company or any of its Affiliates or interfere in
any way with the right of the Company or its Affiliates or stockholders, as the
case may be, to terminate the Optionee's employment or retention by the Company
or any of its Affiliates or to increase or decrease the Optionee's compensation
at any time.

8. NOTICES.

         All notices, claims, certificates, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly


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given and delivered if personally delivered or if sent by nationally-recognized
overnight courier guaranteeing next day delivery, by telecopy, or by registered
or certified mail, return receipt requested and postage prepaid, addressed as
follows:

         (f)      if to the Company, to it at:

                  Quality Distribution, Inc.
                  3802 Corporex Park Drive
                  Tampa, Florida 33619
                  Attention: General Counsel
                  Telecopier: (813) 757-2305
                  Telephone: (813) 754-4725

                  with a copy to:

                  Apollo Management, L.P.
                  c/o Joshua Harris
                  1301 Avenue of the Americas, 38th Floor
                  Telecopier: (212) 515-3263
                  Telephone: (212) 515-3221

         (g)      if to the Optionee, to him at his address set forth in the
                  Company's records or to such other address as the party to
                  whom notice is to be given may have furnished to the other
                  party in writing in accordance herewith. Any such notice or
                  communication shall be deemed to have been received (i) in the
                  case of personal delivery, on the date of such delivery (or if
                  such date is not a business day, on the next business after
                  the date sent), (ii) in the case of nationally-recognized
                  overnight courier, on the next business day after the date
                  sent, (iii) in the case of telecopy transmission, when
                  received (or if not sent on a business day, on the next
                  business day after the date sent), and (iv) in the case of
                  mailing, on the third business day following that on which the
                  piece of mail containing such communication is posted.

9. WAIVER OF BREACH.

         The waiver by either party of a breach of any provision of this
Agreement must be in writing and shall not operate or be construed as a waiver
of any other or subsequent breach.

10. OPTIONEE'S UNDERTAKING

         The Optionee hereby agrees to take whatever additional actions and
execute whatever additional documents the Company may in its reasonable judgment
deem necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Optionee pursuant to the express
provisions of this Agreement and the Plan.


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11. MODIFICATION OF RIGHTS.

         Anything contained in this Agreement or the Plan to the contrary
notwithstanding, no provision of this Agreement may be modified or amended
without the prior written consent of the Company and the Optionee, and no
interpretation, modification, amendment or termination of any provision of the
Plan that would Adversely affect the rights of the Optionee under or with
respect to the Plan or this agreement shall be effective as to the Optionee
without the Optionee's prior written consent.

12. GOVERNING LAW.

         All questions concerning the construction, interpretation and validity
of his Agreement shall be governed by and construed and enforced in accordance
with the domestic laws of the State of Florida, without giving effect to any
choice or conflict of aw provision or rule (whether in the State of Florida or
any other jurisdiction) that would pause the application of the laws of any
jurisdiction other than the State of Florida. In furtherance of the foregoing,
the internal law of the State of Florida will control the interpretation and
construction of this Agreement, even if under such jurisdiction's choice ~f law
or conflict of law analysis, the substantive law of some other jurisdiction
would ordinarily apply.

3. COUNTERPARTS.

         This Agreement may be executed in one or more counterparts, and each
such, counterpart shall be deemed to be an original, but all such counterparts
together 1a11 constitute but one agreement.

ENTIRE AGREEMENT.

         This Agreement and the Plan (and the other writings referred to herein)
institute the entire agreement between the parties with respect to the subject
matter thereof and thereof and supersede all prior written or oral negotiations,
commitments, presentations and agreements with respect thereto.

                                   * * * * *


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                                                                       EXHIBIT 1

                            SUMMARY OF OPTION TERMS

         1.       General. Tranche A Options become vested over time (the "Time
                  Vesting Options"). Tranche B Options, Tranche C Options, and
                  Tranche D Options become vested based on certain performance
                  targets (the Performance Options")

         2.       Time Vesting Options. 25% of the Time Vesting Options shall
                  become Vested Options on December 31, 2000, an additional 25%
                  shall become vested on each of the three anniversaries of
                  December 31, 2000 if the Executive is employed by the Company
                  on each of such dates.

         3.       PERFORMANCE VESTING OPTIONS.

                  3.1.     Vesting. 25% of the options in each tranche become
                           vested on each Performance Measurement Date, if the
                           Per Share Equity Value exceeds the Per Share Target
                           Value for a particular tranche.

                  3.2.     Per Share Target Values. Notwithstanding any
                           provision in the Plan, the Per Share Target Values
                           for the options granted herein shall be as follows:

<TABLE>
<CAPTION>
                                                            PER SHARE TARGET VALUE
                                              --------------------------------------------------
   PERFORMANCE                                 TRANCHE             TRANCHE               TRANCHE
 MEASUREMENT DATE                                 B                   C                     D
------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>                  <C>
December 31, 2000                             $  70.00            $  67.50             $   65.00
December 31, 2001                                98.00               91.13                 84.50
December 31, 2002                               137.20              123.02                109.85
December 31, 2003                             $ 192.08            $ 166.08             $  142.81
</TABLE>

                  3.3.     Certain Definitions: Notwithstanding any provision in
                           the plan, the following definitions shall be applied
                           in connection with the Trance B, Tranche C, and
                           Tranche D Options:

                           (a)      "PERFORMANCE MEASUREMENT DATE" shall be
                                    December 31, 2000, and each of the three
                                    anniversaries thereof.

                           (b)      "PER SHARE EQUITY VALUE" shall mean, in
                                    respect of any Tranche B, Tranche C or
                                    Tranche D Performance Measurement Date, (a)
                                    the product of (i) EBITDA for the
                                    twelve-month period ending on such date,
                                    multiplied by (ii) 6.5, plus (b) (i) the
                                    aggregate amount of the consolidated cash on
                                    hand of the Company and its subsidiaries
                                    plus the aggregate Option Price for all
                                    Options that are "in the money" (as defined
                                    below), minus (ii) the liquidation value of
                                    the outstanding consolidated Indebtedness
                                    and Company preferred stock (as adjusted to
                                    reflect a Sale of the Company, if
                                    applicable, and excluding any debt or
                                    preferred stock associated with an
                                    acquisition, the earnings of which are not
                                    included in EBITDA) and minus the amount of
                                    cash received by the company in connection
                                    with the settlement of environmental claims
                                    with the London market and certain other
                                    insurers, net of any environmental expenses
                                    paid after December 31, 1999, divided by (c)
                                    the sum of (i) the number of Shares
                                    outstanding as of the end of such
                                    twelve-month period and (ii)


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                                    the number of Shares issuable upon the
                                    conversion of securities convertible into
                                    Shares or upon the exercise of options or
                                    warrants exercisable for Shares, in each
                                    case in this clause (c), which are "in the
                                    money." For purposes hereof, an option or
                                    warrant is "in the money" if the exercise
                                    price or conversion price is less than the
                                    Per Share Equity Value, calculated without
                                    giving effect to such convertible
                                    securities, options or warrants.
                                    Notwithstanding the foregoing, in the case
                                    of a Qualified Public Offering, Per Share
                                    Equity Value shall have the meaning set
                                    forth in Sections 7(d), 8(d) and 9(d) of the
                                    Plan, as applicable.


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                                                                    ATTACHMENT A

                   TERMS AND PROVISIONS OF EXECUTIVE OPTIONS