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                                                                   EXHIBIT 10.14

             LIMITED RECOURSE SECURED PROMISSORY NOTE (THE ""NOTE")

$800,000                                                         November 8,1999

         FOR VALUE RECEIVED, the undersigned, Thomas Finkbiner ("Promissor"),
hereby promises to pay Quality Distribution, Inc., (the "Company") or its
assigns ("Promissee"), the principal sum of Eight Hundred Thousand Dollars
($800,000) (the "Original Principal Amount") plus addition principal, as
provided below, on November 8, 2007 (the "Maturity Date"), with any accrued
interest thereon. Interest on the Note shall be computed (on the basis of a 360
day year of twelve 30 day months) on the unpaid principal balance thereof at the
Contract Rate (as defined below), compounded semi-annually, commencing on the
date hereof and continuing until the amounts owing hereunder are paid in full.
The "Contract Rate" shall be set on a semi-annual basis commencing on the date
hereof and shall be an interest rate per annum equal to the Company's Average
Cost of Borrowings (as defined in Annex I hereto), but in no event shall the
Contract Rate be higher than the maximum rate permitted by New York law as the
same may be modified by United States law of general application. On the last
day of each Interest Period (as defined in Annex I hereto) interest accrued for
such period shall be added to the then outstanding principal balance of the Note
and shall thereafter bear interest at the Contract Rate until paid. All
principal in addition to the Original Principal Amount and any accrued interest
thereon is herein referred to as the "Additional Amount." Payments of principal
of and interest on this Note shall be made in immediately available funds in
lawful money of the United States of America ("U.S. dollars").

         The obligations of Promissor under this Note are secured as set forth
in the Pledge Agreement, dated the date hereof, between Promissee and Promissor,
a copy of which is attached hereto and incorporated herein as Exhibit A (the
"Pledge Agreement"). This Note and the Pledge Agreement are limited recourse to
the Promissor and Promissor shall not have any personal liability for repayment
of this Note or under the Pledge Agreement other than the Additional Amount.
Promissee's recourse on a default under this Note will be to first fully
exercise its remedies under the Pledge Agreement with respect to the Pledged
Collateral, before Promissor will be liable for any deficiency remaining after
such a foreclosure and application of the proceeds.

         This Note may be prepaid in whole or in part at any time and from time
to time, without premium or penalty, provided, however, that the entire
principal balance and interest accrued theron shall be paid (whether out of
proceeds from the sale of the Promisor's stock in the Company or otherwise) upon
the time that the Prommisor is no longer employed with the Company. Principal on
the Note shall be mandatorily pre-payable upon, and to the extent of, the
receipt of any Net After-Tax Proceeds (as defined on Annex I hereto) from the
sale of Pledged Collateral (as defined in the Pledge Agreement (as defined
below)) within 30 days of the consummation of any such sale and any dividends
paid on common stock. All prepayments made on this Note shall be applied first
to the payment of the Additional Amount and then to the Original Principal
Amount.


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         If an Event of Default (as defined in the Pledge Agreement) shall
occur, the unpaid balance of the principal and interest of this Note shall
automatically and immediately become due and payable, without the need the give
notice to any person, and the Promissee shall have such rights and remedies as
provided in the Pledge Agreement with respect to the Pledged Collateral.

         Promissor may not assign this Note without the prior written consent of
Promissee, which may be granted or withheld for any reason or no reason.
Promissee may assign this Note upon notice to Promissor. Subject to the
foregoing, this Note shall be binding upon and inure to the benefit of
Promissor, Promissee and their respective successors, heirs, legal
representatives and permitted assigns.

         All parties to this Note, whether maker, principal, surety, guarantor
or endorser, hereby waive presentment for payment, demand, protest, notice of
protest and notice of dishonor.

         This Note shall be governed by and in accordance with the laws of the
State of

New York.

THIS NOTE IS SUBJECT TO CERTAIN PROVISIONS OF THE PLEDGE AGREEMENT AND ANNEX I
ATTACHED HERETO.


                                     *****


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         IN WITNESS WHEREOF, the undersigned has duly executed-and delivered
this Note as of the date first written above.

                                           /s/ THOMAS FINKBINER
                                          --------------------------------------
                                          Thomas Finkbiner


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                                     ANNEX I
                                       TO
                           NOTE DATED NOVEMBER 8, 1999

         "Calculation Agent" means the Company's Board of Directors.

         "Determination Date," with respect to an Interest Period, will be the
second London Banking Day preceding the first day of the Interest Period.

         "Interest Period" means each of the periods commencing (i) on and
including June 15 and ending on and including the day immediately preceding the
next succeeding December 15, and (ii) on and including December 15 and ending on
and including the day immediately preceding the next succeeding June 15, with
the exception that the first Interest Period shall commence on and include
November 8, 1999 and end on December 14, 1999.

         "Average Cost of Borrowings" shall equal 9%.

         "Net After-Tax Proceeds" means (i) the gross proceeds (expressed in
U.S. dollars) received by the Promissor from the sale of the Pledged Collateral
less the Promissor's tax basis in such Pledged Collateral for federal income tax
purposes multiplied by (ii) one minus the then current effective consolidated
federal, state and local tax rate of the Promissor with respect to such sale,
expressed as a decimal.

         "Representative Amount" means a principal amount of not less than U.S.
$1.0 million for a single transaction in the relevant market at the relevant
time.

         The amount of interest for each day that the Note is outstanding (the
"Daily Interest Amount") will be calculated by dividing the interest rate in
effect for such day by 360 and multiplying the result by the then unpaid
principal amount of the Note. The amount of interest to be accrued on the Note
for each Interest Period will be calculated by adding the Daily Interest Amounts
for each day in the Interest Period.