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                                                                    EXHIBIT 10.5

March 21, 2000

Mr. Dennis R. Farnsworth
5600 Lake Resort Terrace Drive
#236T
Chattanooga, TN 37415

Dear Dennis:

Quality Distribution, Inc. is pleased to make the following offer:

TITLE:            Senior Vice President, Finance

SALARY:           Annual base salary of $165,000.00 to be reviewed annually,
                  and upon promotion to Chief Financial Officer.

HIRE DATE:        April 2000.

VACATION:         Four (4) weeks per year.

CAR ALLOWANCE:    $638.00 per month, plus .15/mile driven in the month
                  provided the business miles exceed 1,000 per month.

BONUS:            An annual cash bonus of approximately 40% of your base
                  salary based on the Incentive Bonus Program.

SIGNING BONUS:    $35,000.00 signing bonus grossed up to cover your First
                  Quarter 2000 bonus at U.S. Xpress and miscellaneous
                  relocation expenses. This amount will be paid within 30
                  days of your start date with the Company.

OPTIONS:          You will be granted stock options of 5,000 shares of common
                  stock in accordance with the Company's Stock Option Plan. An
                  additional 5,000 options will be granted upon your promotion
                  to Chief Finacial Officer, and an additional 5,000 options
                  18 months from the date you accept the position of Chief
                  Financial Officer.


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Dennis R. Farnsworth
March 21, 2000
Page 3

Drug and Alcohol Policy:   A condition of this offer of employment is that you
                           read the attached Drug and Alcohol Policy. Please
                           return the attached form of the policy titled
                           "Quality Distribution, Inc. Quality Carriers, Inc.
                           Drug and Alcohol Policy." You must attain a negative
                           result after taking the drug screen test for new
                           hires.

Dennis, we are excited about having you join the Quality Distribution
organization.

Please acknowledge your acceptance of this offer by signing below and returning
the document by fax to my attention at 8131630-2907.

Sincerely,

Thomas L. Finkbiner
Chief Executive Officer

TLF/air

cc:   Kenneth V. Eckhart,
      Managing Director
      Spencer Stuart



-----------------------------------------------          ------------------
      Accepted by Dennis R. Farnsworth                          Date


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Dennis R. Farnsworth
March 21, 2000
Page 2

RELOCATION EXPENSES:       The Company will cover all customary and reasonable
                           relocation expenses. Any amounts that cannot be
                           deducted will be grossed up.

BENEFITS:                  You will be entitled to participate in any of the
                           Company's executive benefits.

TRAVEL:                    Travel in accordance with the current Company travel
                           policy.

SEVERANCE:                 Your employment will commence as of the Hire Date and
                           continue until the second anniversary of the Hire
                           Date and year to year thereafter, unless either party
                           provides written notice as least 90 days prior to the
                           end of the term or the date of such termination. The
                           Company reserves the right to terminate your
                           employment at any time with or without "cause" (as
                           defined below) and you reserve the right to terminate
                           your employment with "good reason" (as defined
                           below), provided that if the Company terminates your
                           employment without "cause" or you terminate your
                           employment with "good reason" the Company will pay
                           you (a) your then current base salary for one year
                           after such termination and you shall be entitled
                           during such time to the continuation of health,
                           medical and other benefits. If the Company terminates
                           your employment for "cause" or you terminate your
                           employment other than for "good reason" you shall not
                           be entitled to any further payments (except for any
                           accrued but unpaid amounts due) or benefits,
                           effective immediately upon such termination.

                           For purposes of this Employment Offer, "cause" means
                           (i) a good faith finding by the Board of Directors of
                           the Company (or a committee thereof) of your failure
                           to satisfactorily perform your assigned duties for
                           the Company as a result of your material dishonesty,
                           gross negligence or intentional misconduct, or (ii)
                           your conviction of, or the entry of a pleading of
                           guilty or nolo contendere by you, to any crime
                           involving moral turpitude or any felony. For purposes
                           of this Employment Offer, "good reason" means a
                           material diminution in your duties and
                           responsibilities caused by the Company,a material
                           breach by the Company of its compensation and benefit
                           obligations under this Employment Offer, or an
                           involuntary relocation by more than 50 miles from
                           Tampa, Florida.