QUALITY DISTRIBUTION LLC
EX-10.32 2/5/03 SAMUEL HENSLEY EMPLOYMENT AGRMNT
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<TYPE>EX-10.32
<SEQUENCE>4
<FILENAME>g82587exv10w32.txt
<DESCRIPTION>EX-10.32 2/5/03 SAMUEL HENSLEY EMPLOYMENT AGRMNT
<TEXT>
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                                                                  EXHIBIT 10.32


February 5, 2003


Dear Samuel Hensley:

Quality Distribution, Inc. (the "Company") and you (the "Employee") have
entered in this Letter Agreement under the following terms and conditions:

1.       You will hold the position of Senior Vice President & Chief Financial
         Officer at an annual salary of $195,000, which will be subject to
         annual review by Senior Management.

2.       This Letter Agreement will commence as of the Effective Time, (defined
         as the date this document is signed), and continue until the second
         anniversary of the date hereof and year to year thereafter, unless
         either party provides written notice at least 90 days prior to the end
         of the term or the applicable renewal year. If the Company provides
         such notice, you shall be entitled to receive your then current base
         salary for twelve months after the end of the term and you shall be
         entitled during such time to the continuation of health, medical and
         other benefits.

3.       Notwithstanding anything else herein, 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 your then
         current base salary for twelve months after such termination and you
         will 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.

4.       You agree to be bound by the Non-Compete Covenant set forth on
         Exhibit A, which is incorporated by reference herein.

5.       You agree to be bound by the Restrictive Covenant Agreement set
         forth on Exhibit B, which is incorporated by reference herein.

6.       For purposes of this letter agreement "cause" means (i) a good
         faith finding by Management of the Company 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 or (iii) poor performance
         measured against specific written goals as agreed to by the CEO
         and CFO and confirmed by the Compensation Committee of the Board.
         The employee will be given written notice of said poor

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         performance and afforded a 90-day period to demonstrate improved
         performance. For purposes of this letter agreement "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 benefits obligations under this letter agreement.

7.       If you voluntarily transfer to another position outside of the
         position Senior Vice President & Chief Financial Officer you will
         eliminate any right you may have under this agreement.

8.       This agreement shall terminate automatically upon your death or
         long-term disability. Any termination hereof by reason of your
         death or disability shall terminate your right to receive further
         payments hereunder, except for any accrued and unpaid amounts due.
         Nothing in this Paragraph shall, however, limit or eliminate any
         right you may have under life insurance, disability or other
         benefits provided to you during your employment.

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

10.      A change of control does not constitute diminution of duties and
         will not invoke the agreement.

This Letter Agreement embodies the entire understanding between the parties
and shall supersede all prior understandings and agreements with respect to the
subject matter hereof. The parties agree that this Letter Agreement shall be
governed in accordance with the laws of the State of Florida.

If you are in agreement with the foregoing, please execute this Letter Agreement
below and cause it to be delivered to the Company at the address set forth
above.

Very truly yours,



Thomas L. Finkbiner

                                             Acknowledged and agrees as of
                                             the date first above written:



                                             ---------------------------------
                                             Samuel Hensley



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