ALIGN=RIGHT>Exhibit 32.2





Exhibit 10.1




The following is a written
description of the terms of employment of Craig Coyan, pursuant to Item 601(b)(10)(ii)(B)
of Regulation S-K: 



		
	Title:	 	Vice President of Sales and Marketing.
	                                   	 
	Base Salary:	 	$160,000 per year.	 
	                                   	 
	Annual Incentive Bonus:	 	30% of base salary, based on achieving specific business	 
	                                   	 
	Stock Options:	 	Number of options in initial grant equal to 50% of annual salary ($80,000) divided by stock price on date of grant, vesting over
four years
	                                   	 
	Vacation:	 	Three weeks per year.	 
	                                   	 
	Company Benefit Plan:	 	Based on current company program	 
	                                   	 
	Automobile:	 	Lease of up to $40,000 value vehicle.	 
	                                   	 
	Other:	 	Reimbursement of relocation expenses per TCA policy.	 
	                                   	 
	Change in Control:	 	Pursuant to TCA form of Change in Control Agreement.	 
























	




Transport Corporation
of America, Inc.
 1715 Yankee Doodle Road
 Eagan, MN 55121 



July 1, 2003  



Mr. Craig A. Coyan
 133
North McColl Cove
 Collierville, TN 38107  



RE:  Addendum to Employment Letter
dated July 1, 2003 (the "Employment Letter") 



Dear Craig:  



This addendum will confirm our
mutual agreement and understanding regarding the addition of certain protective covenants
to your Employment Letter with Transport Corporation of America, Inc. (“Transport
America”) as of the above date and specification of the terms of the non-compete
agreement referenced in the Employment Letter. All other terms and conditions of the
Employment Letter shall remain in full force and effect except to the extent specifically
modified by this addendum. In consideration of Transport America agreeing to enter into
and provide you the benefits of a Change of Control Severance Agreement dated as of the
above date, and to specify the terms of the non-compete agreement referenced in the
Employment Letter, you agree to the following terms of this addendum: 



1.      Definitions. For
purposes of this addendum, the terms           listed below shall have the following
meanings:  






	  	a.  	  	“Confidential
Information” shall mean any information that is not                     generally
known by Transport America’s competitors or the general public.
                    Subject to the foregoing, Confidential Information includes, but is
not limited                     to, data of any type that was created by you in the
course of your employment by                     Transport America; data or conclusions
or opinions formed by you in the course                     of employment; manuals; trade
secrets; methods, procedures, or techniques                     pertaining to the core
business of Transport  

















	  	
America; specifications; systems; price lists; marketing plans; sales or service
analyses; financial information; customer names or customer specific
information; supplier names; employee names and personnel information; research
and development data; diagrams; drawings; videotapes, audiotapes, or
computerized media used as training regimens; and notes, memoranda, notebooks,
and records or documents that were created or used by you in the course of
employment with Transport America. Confidential Information does not include
information that you can demonstrate by reliable, corroborated documentary
evidence (1) is generally available to the public, (2) became generally
available to the public through no act or failure to act by you, or (3) relates
to a business or service not provided by Transport America on or before the date
of your termination. 






	  	b.  	  	“Competing
business” shall mean any person or entity that competes, or                is
preparing to compete directly, with (1) the hauling of freight or trucking
               business, or (2) any of the products or services developed or sold by
Transport                America on or before the date of your termination.  






	  	c.  	  	“Render
services” shall mean owning, managing, operating, controlling,
               providing services to, being employed by, consulting for, or otherwise
               participating actively in, a business; provided, however, that ownership
of less                than 1% of a class of stock of a corporation, whether publicly
traded or                privately held, shall not be deemed “rendering services.” 






	  	d.  	  	“Sell” and
“sold” shall mean sell, lease, license, market,                or otherwise
provide or attempt to provide for compensation or advantage.  






	  	e.  	  	“Customer” shall
mean any person or entity that (1) has a contract or                business relationship
with Transport America, (2) was negotiating to contract or                enter into a
business relationship with Transport America as of the date of your
               termination, or (3) has, within the last year of your employment with
Transport                America, purchased or leased products or services from Transport
America.  















	


2.
 ConfidentialityRestrictions. You agree at all
times to use all reasonable means to keep Confidential Information secret and
confidential. You shall not at any time use, disclose, duplicate, record, or in
any other manner reproduce in whole or in part any Confidential Information,
except as necessary to determine compliance with your obligations under this
addendum so long as such disclosure is not to a competitor of Transport America.
You shall not at any time render services to any person or entity if providing
such services would require or likely result in using or disclosing Confidential
Information. You acknowledge that use or disclosure of any of Transport
America’s confidential or proprietary information in violation of this
addendum would have a materially detrimental effect upon Transport America, the
monetary loss from which would be difficult, if not impossible, to measure. You
agree that should you breach the confidentiality restrictions of this addendum,
Transport America will be entitled to seek injunctive relief and specific
enforcement of this addendum. 



3.
 Noncompetition. During such period of time, if any, that you
receive severance payments (the “Restriction Period”), you shall not
render services, directly or indirectly, for a competing business anywhere
within the United States, whether as an officer, director, owner, partner,
affiliate, employee, contractor, or otherwise. 



4.
 Nonsolicitation of Customers . During the
Restriction Period, you agree that you will not: 





	  	a.	  	solicit or sell,
or attempt to solicit or sell, to any Transport America customer, services or
products that compete with services or products provided by Transport America,
or that were in the process of being developed by Transport America during your
employment; or 






	  	b.	  	interfere in any
way with, or induce any Transport America customer, supplier or other entity to
terminate or alter its business relationship with Transport America.








5. Nonsolicitation of
Employees or Others. During the Restriction Period, you agree that you will
not solicit or accept—directly or indirectly, as an individual or through
any other person or entity—any active employee of Transport America or
retained consultant under contract with Transport America for employment or any
other arrangement for compensation to perform services for any other person,
regardless of the nature of their business, or induce such persons to terminate
or alter their relationship with Transport America. 



6.    Definition
of Cause. For purposes of the Employment Letter,           “Cause” shall
mean:  






	  	
(a)
the willful and continued failure by you (other than any such failure
                    resulting from (1) your incapacity due to physical or mental illness,
(2) any                     such actual or anticipated failure after notice of
termination by Transport                     America, or (3) Transport America’s
active or passive obstruction of the                     performance of your duties and
responsibilities) to perform substantially the  













	  	
duties and responsibilities of your position with Transport America after a
written demand for substantial performance is delivered to you by the Board,
which demand specifically identifies the manner in which the Board believes that
you have not substantially performed the duties or responsibilities;







	  	 (b) your
conviction by a court of competent jurisdiction for felony criminal conduct;







	  	
(c) your willful engagement in fraud or dishonesty which is demonstrably and
materially injurious to Transport America, monetarily or otherwise; or







	  	
(d) breach by you of any covenant not to compete, confidentiality obligation or
other written contract with Transport America. 






	  	
No
act, or failure to act, on your part shall be deemed “willful” unless
committed, or omitted by you in bad faith and without reasonable belief that your act or
failure to act was in the best interest of Transport America. You shall not be terminated
for Cause unless and until Transport America shall have delivered to you a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters of the
entire membership of the Board at a meeting of the Board called and held for such purpose
(after reasonable notice to you and an opportunity for you, together with your counsel,
to be heard before the Board), finding that, in the good faith opinion of the Board, your
conduct was Cause and specifying the particulars thereof in detail.  






Sincerely,  



/s/ Michael J. Paxton          



Michael J. Paxton
Chairman, President
and CEO  



Agreed:   /s/ Craig A. Coyan   
                 Craig
A. Coyan



Date:       July 8, 2003