Exhibit 10.18 to Transport Corp. of America, Form 10-K, Dated Dec. 31, 2004








Exhibit 10.18



TRANSPORT CORPORATION OF AMERICA, INC. 



1715 Yankee Doodle Road

Eagan, MN 55121 




October 1, 2004 




Christopher R. Licht

13653 Knox Drive

Burnsville, MN 55337 




Dear Chris: 



        This
letter describes the agreement by and among you and Transport America regarding your
termination as Vice President of Safety and Risk Management of Transport Corporation of
America, Inc. and your release of any claims you may have against Transport America. You
have also agreed to certain confidentiality restrictions that are reflected in this letter
as well. The term “Transport America” as used in this Agreement means Transport
Corporation of America, Inc., its subsidiaries and respective officers and directors. 




        If,
after reading this letter, you feel there is any discrepancy between our conversations and
the content of this letter, please contact Keith R. Klein, Chief Financial Officer. 




        1.       Departure
from Employment. The parties agree that your employment           relationship
with Transport America shall end effective October 1, 2004 (the           “departure
date”), and that, except for payment by Transport America           to you of
compensation earned but unpaid for the pay period of September 18,           2004 through
October 1, 2004 and except for compensation of earned and unused           vacation time
and personal leave, Transport America will stop all salary and           other
compensation payments to you as of the departure date subject only to the
          provisions of this Agreement.  




        2.       Severance
Benefits. Although neither Transport America nor you are           obligated to
each other beyond your termination and departure on the departure           date, you
have agreed to comply with certain restrictions and Transport America           has
offered to provide you with the following severance benefits:  




	  	        A.       Severance
Payments. In consideration for the promises made in this                Agreement,
and subject to any rescission of this Agreement as provided later in                this
Agreement, Transport America will pay you biweekly, for a period of
               seventeen (17) weeks, an amount equal to your biweekly salary that was in
effect                as of your departure date, less applicable taxes and withholding
and less your                portion of the premium costs of elected benefits under
Section 2B of this                Agreement. If you execute this Agreement and do not  



























	  	rescind it within the
               rescission periods provided for later in this Agreement, then the bi-weekly
               severance payments will accrue as of the departure date and will be paid to you
               upon the receipt by Transport America of the Exhibit to this Agreement, signed
               and dated by you. Subsequent weekly severance payments will be paid thereafter,
               when due. You expressly acknowledge that these are payments to which you are not
               otherwise entitled except as a term of this Agreement. 


               



	  	        B.       Continuation
Of Benefits. As further consideration for the promises in                this
Agreement, and subject to any rescission of this Agreement as provided
               later in this Agreement, should you elect to continue to participate in
those                medical, dental and/or life insurance benefits you were
participating in as of                your departure date as provided for by COBRA,
Transport America, will continue                to pay the same portion of your premium
cost of participating in the elected                benefits for a period of seventeen
(17) weeks,or until the date on which                you become covered under
another plan, whichever occurs first, as such portion                was paid by
Transport America during the period of your employment. You                acknowledge
that these payments by Transport America are not payments to which                you are
otherwise entitled except upon execution of this Agreement. For this
               period, you will be responsible for the portion of the premium payments
not paid                for by Transport America.For any periods of time that you
may elect to                continue coverage after the period referred to above, you
will be responsible                for the entire premium cost of the continuing coverage
subject only to your                rights under COBRA. You will retain at all times the
right to elect not to                continue your participation in the group health
insurance benefits and the right                to discontinue your participation as
provided for under COBRA by providing                appropriate notice to Transport
America. Except as expressly provided for in                this paragraph, all benefits
will be discontinued immediately upon the departure                date.  








        3.
       Severance Consideration. In consideration for the benefits as set
                    forth above, you agree as follows: 


                    




	  	        A.       Confidentiality
of this Agreement. You agree that the terms of this                Agreement are, and
shall remain, confidential and that you will not, either                directly or
indirectly, disclose either the terms or the fact of this Agreement                to any
person other than your attorney, your accountant, tax advisor, or spouse,
               or as may be required by either judicial or administrative order. You
expressly                agree not to disclose the terms of this Agreement to any
employees or former                employees of Transport America.  







	  	        B.       Confidential
Information. 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
Agreement so long as such disclosure                is not to a competitor of Transport
America. 













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	  	        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 Agreement 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 Agreement, Transport America will be
               entitled to seek injunctive relief and specific enforcement of this
Agreement.  








	  	        For
purposes of this Agreement, “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 October
1, 2004.  








	  	        C.       Return
of Property.You will return any Transport America property                in
your possession and all copies thereof, including but not limited to all
               office equipment, keys, automobile, documents, hardware and software and
               specifically including any Confidential Information.  








	  	        D.       Release
Of Claims. In consideration of the terms and conditions set forth                in
this Agreement, you, your heirs, legal representatives, successors and
               assigns hereby forever release and discharge Transport America, and its
               officers, directors, agents and employees, as well as the successors and
assigns                of each from any and all manner of actions, causes of actions,
individual or                class action claims or demands of every kind whatsoever,
whether known,                suspected or unknown in law or in equity, and however
originating or existing to                the date hereof including, but not limited to,
all claims or potential claims                arising out of state or federal law
specifically including, but not limited to,                any claims under the Age
Discrimination in Employment Act, 29 U.S.C. § 621, etseq., Title VII
of the Civil Rights Act of 1964, as amended,                the Americans with
Disabilities Act, or any other applicable State or local laws                including,
but not limited to, any claims arising out of the acts or statements                of 











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	  	any
of Transport America’s officers, directors, agents or employees or
               the terms and conditions of your employment by Transport America or the
ending                of that employment relationship.  








	  	        You
expressly understand and agree that, by signing this Agreement, you give up all claims of
every kind, whether you know about them now or not, that you may have against Transport
America as of the date of this Agreement.  








        4.       Consideration
Period. You understand and acknowledge that you have           an opportunity to
consult with an attorney of your choosing prior to executing           this Agreement.
You acknowledge that you are entitled to take up to 21 days to           consider the
terms of this Agreement, and to discuss them with your attorney,           before signing
it although you are free to sign the Agreement at any time during           the 21 day
consideration period if you wish to do so.  



        5.       Rescission
Period. You understand and acknowledge that to the           extent this
Agreement acts to release any and all claims you may have under the           Age
Discrimination in Employment Act you have the right to rescind this           Agreement
within seven (7) calendar days of signing it. You further understand           that to
the extent this Agreement acts to release any and all claims you may           have under
the State Human Rights Act you have the right to rescind this           Agreement within
fifteen (15) calendar days of signing it. To be effective, any           rescission by
you must be in writing and delivered to Transport America, in the           care of the
Chief Financial Officer, Keith R. Klein, either by hand or by mail           within the
appropriate period. If sent by mail, the rescission must be:  




	  	  	a. 	Postmarked
within the applicable 7 or 15 day period;  






	  	  	b.  	Properly
addressed to Transport Corporation of America, Inc., attention: Keith           R. Klein,
Chief Financial Officer, 1715 Yankee Doodle Road, Eagan, MN 55121; and  






	  	  	c.  	Sent
by certified mail, return receipt requested.  






        If
you rescind this Agreement, all of Transport America’s obligations to you under this
Agreement will immediately cease, Transport America will owe you no amounts or benefits
hereunder. If you rescind this Agreement, you further agree to reimburse us for any
payments heretofore made to you pursuant to Section 2 of this Agreement.  



        6.       General
Terms. This Agreement may be executed in counterparts,           each of which
when executed and delivered, shall constitute one and the same           instrument. This
Agreement shall not in any way be construed as an admission of           liability by
Transport America or as an admission that we have acted wrongfully           with respect
to you. We specifically deny and disclaim any such liability or           wrongful acts.
In the event that any provision of this Agreement is found to be           illegal or
unenforceable, such provision will be severed or modified to the           extent
necessary to make it 








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enforceable, and as so severed or
modified, the           remainder of this Agreement shall remain in full force and
effect. No change or           modification of this Agreement shall be valid unless in
writing and signed by           you and Transport America.  




        This
Agreement sets forth the entire agreement between you and Transport America and fully
supersedes any prior agreements, contracts or understandings between you and Transport
America. You may not assign any of your rights or delegate any of your duties or
obligations under this Agreement. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Minnesota, without reference to its conflict of
law provisions. 




        If
this letter accurately reflects our understanding and agreement, please sign the original,
copy the document, and return the original to me. The copy is for your file. 



        We
sincerely appreciate your services to Transport America and its affiliates and wish you
well in new endeavors. 



Very truly yours, 



TRANSPORT CORPORATION OF
AMERICA, INC. 



	By:  	   /s/ Michael J. Paxton              
	   	Michael J. Paxton

Chairman, President and CEO

Read and agreed to, with declarations confirmed, 

this 1st Day of October, 2004 







	By:  	   /s/ Christopher R. Licht              
	   	Christopher R. Licht











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EXHIBIT

TO

RELEASE AGREEMENT 




____________, 2004 






Keith R. Klein, Chief
Financial Officer

Transport Corporation of America, Inc.

1715 Yankee Doodle Road

Eagan, MN 55121 



Dear Keith: 



This letter, signed and dated more
than 15 days after I signed the agreement between Transport America and me, dated October
1, 2004, is to certify that I have taken no steps to exercise my rights of rescission, as
described in Section 5 of the Agreement. 



Very truly yours, 







_________________

Christopher R. Licht 















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