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









Exhibit 10.19



TRANSPORT CORPORATION
OF AMERICA, INC. 



FORM OF 



INCENTIVE

STOCK OPTION AGREEMENT



        THIS
OPTION AGREEMENT is made as of the ____ day of _________, _______ between TRANSPORT
CORPORATION OF AMERICA, INC., a Minnesota corporation (the “Company”), and
_______________, an employee of the Company or one or more of its subsidiaries (the
“Optionee”). 



        WHEREAS,
the Company desires, by affording the Optionee an opportunity to purchase shares of its
Common Stock, $.01 par value (the “Common Stock”), as hereinafter provided, to
carry out the purpose of the 1995 Stock Plan, as amended, of the Company approved by its
shareholders; 



        NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the parties hereto have agreed, and do hereby agree, as
follows: 



             1.       Grant of Option. The Company hereby grants to the Optionee
          the right and Option (hereinafter called the “Option”) to purchase
          from the Company all or any part of an aggregate amount of ____________ shares
          of the Common Stock of the Company on the terms and conditions herein set forth.
          It is intended that the Option shall constitute an incentive stock option as
          defined in Section 422A of the Internal Revenue Code of 1986, as amended. 



             2.       Purchase Price. The purchase price of the shares of the
          Common Stock covered by this Option shall be $______ per share. 



             3.       Term of Option. The term of the Option shall be for a
          period of ten (10) years from the date hereof (the “Option Date”),
          subject to earlier termination as hereinafter provided. 



             4.       Exercise of Option. During the first year the Option is
          outstanding it may not be exercised with respect to any of the shares covered
          thereby. Subject to the provisions of paragraphs 6 and 7 hereof, the Option may
          thereafter be exercised during the term specified in Paragraph 3 as
          follows: 



               	(a) 	  	
                    from and after 12 months from the Option Date, the Option may be exercised as to
                    25% of the total number of shares; 



                    



               	(b) 	  	
                    from and after 24 months from the Option Date, the Option may be exercised as to
                    an additional 25% of the total number of shares; 



                    

























               	(c) 	  	
                    from and after 36 months from the Option Date, the Option may be exercised as to
                    an additional 25% of the total number of shares; and 



                    



               	(d) 	  	
                    from and after 48 months from the Option Date, the Option may be exercised as to
                    the remaining 25% of the total number of shares. 



                    



             5.       
          Non-Transferability. The Option shall not be transferable
          otherwise than by will or the laws of descent and distribution, and the Option
          may be exercised, during the lifetime of the Optionee, only by the Optionee.
          More particularly (but without limiting the generality of the foregoing), the
          Option may not be assigned, transferred (except as provided above), pledged, or
          hypothecated in any way; shall not be assignable by operation of law; and shall
          not be subject to execution, attachment, or similar process. Any attempted
          assignment, transfer, pledge, hypothecation, or other disposition of the Option
          contrary to the provisions hereof, and the levy of any execution, attachment, or
          similar process upon the Option, shall be null and void and without effect. 



             6.       
          Termination of Employment. In the event the employment of the
          Optionee shall be terminated for any reason whatsoever (including retirement),
          the Option may be exercised (to the extent the Optionee shall have been entitled
          to do so at the date of his or her termination of employment) by the Optionee at
          any time within three (3) months after such termination of employment, but in no
          event later than the expiration of the term specified in paragraph 3. So
          long as the Optionee shall continue to be an employee of the Company or one or
          more if its subsidiaries, the Option shall not be affected by any change of
          duties or position. Nothing in this Option Agreement shall confer upon the
          Optionee any right to continue in the employ of the Company or of any of its
          subsidiaries or interfere in any way with the right of the Company or any such
          subsidiary to terminate the employment of the Optionee at any time. 



             7.       
          Death or Permanent Disability of Optionee. If the Optionee shall
          die while still employed by the Company or one or more of its subsidiaries, or
          shall become permanently and totally disabled while still employed by the
          Company or one or more of its subsidiaries, the Option may be exercised (to the
          extent that the Optionee shall have been entitled to do so at the date of his or
          her death or termination by reason of permanent and total disability) by the
          Optionee, his or her legal representative or the person to whom the Option is
          transferred by will or the applicable laws of descent and distribution, at any
          time within nine (9) months after the Optionee’s death or termination by
          reason of permanent disability, but in no event later than the expiration of the
          term specified in paragraph 3 hereof. 



             8.       
          Method of Exercising Option. Subject to the terms and conditions
          of this Option Agreement, the Option may be exercised by written notice to the
          Chief Financial Officer of the Company at the principal office of the Company.
          Such notice shall state the election to exercise the Option and the number of
          shares in respect of which it is being exercised, and shall be signed by the
          person so exercising the Option. Such notice shall be accompanied by payment of
          the full purchase price of such shares which payment shall be made in cash or by
          certified check or bank draft payable to the Company, by any other form of legal
          consideration deemed sufficient by the Company and consistent with the purpose
          of the 1995 Stock Plan, as amended, and applicable, law, or, in the sole
          discretion of the Company, by delivery of 









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shares of Common Stock of the
Company           with a fair market value equal to the purchase price or by a
combination of cash           and such shares, whose fair market value shall equal the
purchase price. For           purposes of this paragraph the “fair market value” of
the Common Stock           of the Company shall be established in the manner set forth in
Section 1(h) of           the 1995 Stock Plan, as amended. The certificate or
certificates for the shares           as to which the Option shall have been so exercised
shall be registered in the           name of the person so exercising the Option, or if
the Optionee so elects, in           the name of the Optionee or one other person as
joint tenants, and shall be           delivered as soon as practicable after the notice
shall have been received. In           the event the Option shall be exercised by any
person other than the Optionee,           such notice shall be accompanied by appropriate
proof of the right of such           person to exercise the option. All shares that shall
be purchased upon the           exercise of the Option as provided herein shall be fully
paid and nonassessable.  



             9.       
          Withholding Requirements. Upon exercise of the Option by the
          Optionee and prior to the delivery of shares purchased pursuant to such
          exercise, the Company shall have the right to require the Optionee to remit to
          the Company cash in an amount sufficient to satisfy applicable federal and state
          tax withholding requirements. The Company shall inform the Optionee as to
          whether it will require the Optionee to remit cash for withholding taxes in
          accordance with the preceding sentence within two (2) business days after
          receiving from the Optionee notice that such Optionee intends to exercise, or
          has exercised, all or a portion of the Option. 



             10.       
          Stock Plan. This Option is subject to certain additional terms and
          conditions set forth in the 1995 Stock Plan, as amended, pursuant to which this
          Option has been issued. A copy of the 1995 Stock Plan, as amended, is on file
          with the Chief Financial Officer of the Company and each Option holder by
          acceptance hereof agrees to and accepts this Option subject to the terms of the
          1995 Stock Plan, as amended. 



             11.       
          General. The Company shall at all times during the term of the
          Option reserve and keep available such number of shares of Common Sock as will
          be sufficient to satisfy the requirements of this Option Agreement, shall pay
          all original issue and transfer taxes with respect to the issue and transfer of
          shares pursuant hereto and all other fees and expenses necessarily incurred by
          the Company in connection therewith, and will from time to time use its best
          efforts to company with all laws and regulations which, in the opinion of
          counsel for the Company, shall be applicable thereto. 



             12.       
          Investment Certificate. Prior to the receipt of the certificates
          pursuant to the exercise of the Option granted hereunder, the Optionee shall, if
          required in the Company’s discretion, demonstrate an intent to hold the
          shares acquired by exercise of the Option for investment and not with a view to
          resale or distribution thereof to the public by delivering to the Company an
          investment certificate or letter in such form as the Company may require. 



             13.       
          Subsidiary. As used herein, the term “subsidiary” shall
          mean any current or future corporation which would be a “subsidiary
          corporation” of the Company, as that term is defined in Section 425 of the
          Internal Revenue Code of 1986, as amended. 








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             14.       
          Status. Neither the Optionee nor the Optionee’s executor,
          administrator, heirs, or legatees shall be or have any rights or privileges of a
          shareholder of the Company in respect of the shares transferable upon exercise
          of the Option granted hereunder, unless and until certificates representing such
          hares shall be endorsed, transferred, and delivered and the transferee has
          caused the Optionee’s name to be entered as the shareholder of record on
          the books of the Company. 



             15.       
          Company Authority. The existence of the Option herein granted
          shall not affect in any the right or power of the company or its stockholders to
          make or authorize any or all adjustments, recapitalizations, reorganizations or
          other changes in the Company’s capital structure or its business, or any
          merger or consolidation of the Company, or any issue of bonds, debentures,
          preferred or prior preference stock ahead of or affecting the common Stock of
          the Company or the rights thereof, or dissolution or liquidation of the Company,
          or any sale or transfer of all or any part of its assets or business, or any
          other corporation act or proceeding, whether of a similar character or
          otherwise. 



             16.       
          Disputes. As a condition of the granting of the Option herein
          granted, the Optionee agrees, for the Optionee and Optionee’s personal
          representatives, that any dispute or disagreement which may arise under or as a
          result of or pursuant to this Option Agreement shall be determined by the Board
          of Directors of the Company, in its sole discretion, and that any interpretation
          by the Board of the terms of this Option Agreement shall be final, binding and
          conclusive. 



             17.       
          Binding Effect. This Option Agreement shall be binding upon the
          heirs, executors, administrators and successors of the parties hereto. 



        IN
WITNESS WHEREOF, the Company has caused this Option Agreement to be duly executed by an
officer thereunto duly authorized, and the Optionee has hereunto set his hand, all as of
the day and year first above written. 





	 	TRANSPORT CORPORATION OF AMERICA, INC.
	 
	 
	 	By_____________________________________________
	 	   Its__________________________________________
	 
	 
	 	_____________________________________________

______________________________________, Optionee









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Exhibit
10.19 (con’t) 



TRANSPORT CORPORATION OF AMERICA, INC.



FORM OF 



NON-QUALIFIED

STOCK OPTION AGREEMENT



        THIS
OPTION AGREEMENT is made as of the _____ day of _______, _____ between TRANSPORT
CORPORATION OF AMERICA, INC., a Minnesota corporation (the “Company”), and
___________, an employee of the Company or one or more of its subsidiaries (the
“Optionee”). 



        WHEREAS,
the Company desires, by affording the Optionee an opportunity to purchase shares of its
Common Stock, $.01 par value (the “Common Stock”), as hereinafter provided, to
carry out the purpose of the 1995 Stock Plan of the Company approved by its shareholders; 



        NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the parties hereto have agreed, and do hereby agree, as
follows: 



        1.       Grant
of Option. The Company hereby grants to the Optionee the right and Option
               (hereinafter called the “Option”) to purchase from the Company
all or                any part of an aggregate amount of ___________ shares of the Common
Stock of the                Company on the terms and conditions herein set forth.  



        2.       Purchase
Price. The purchase price of the shares of the Common Stock covered by
               this Option shall be $_____ per share.  



        3.        Term
of Option. The term of the Option shall be for a period of ten (10) years
               from the date hereof (the “Option Date”), subject to earlier
               termination as hereinafter provided.  



        4.       Exercise
of Option. During the first year the Option is outstanding it may not                be
exercised with respect to any of the shares covered thereby. Subject to the
               provisions of paragraphs 6 and 7 hereof, the Option may thereafter be
exercised                during the term specified in Paragraph 3 as follows:  




          		    (a)       
               from and after 12 months from the Option Date, the Option may be exercised as to
               25% of the total number of shares; 



               



          		    (b)       
               from and after 24 months from the Option Date, the Option may be exercised as to
               an additional 25% of the total number of shares; 



               
























          		    (c)       
               from and after 36 months from the Option Date, the Option may be exercised as to
               an addition 25% of the total number of shares; and 



               



          		    (d)       
               from and after 48 months from the Option Date, the Option may be exercised as to
               the remaining 25% of the total number of shares. 



               



        5.              Non-transferability. The
Option shall not be transferable otherwise than by will                or the laws of
descent and distribution, and the Option may be exercised, during                the
lifetime of the Optionee, only by the Optionee. More particularly (but
               without limiting the generality of the foregoing), the Option may not be
               assigned, transferred (except as provided above), pledged, or hypothecated
in                any way; shall not be assignable by operation of law; and shall not be
subject                to execution, attachment, or similar process. Any attempted
assignment,                transfer, pledge, hypothecation, or other disposition of the
Option contrary to                the provisions hereof, and the levy of any execution,
attachment, or similar                process upon the Option, shall be null and void and
without effect.  



        6.              Termination
of Employment. In the event the employment of the Optionee shall be
               terminated for any reason whatsoever (including retirement), the Option
may be                exercised (to the extent the Optionee shall have been entitled to
do so at the                date of his or her termination of employment) by the Optionee
at any time within                three (3) months after such termination of employment,
but in no event later                than the expiration of the term specified in
paragraph 3. So long as the                Optionee shall continue to be an employee of
the Company or one or more of its                subsidiaries, the Option shall not be
affected by any change of duties or                position. Nothing in this Option
Agreement shall confer upon the Optionee any                right to continue in the
employ of the Company or of any of its subsidiaries or                interfere in any
way with the right of the Company or any such subsidiary to                terminate the
employment of the Optionee at any time.  



        7.              Death
or Permanent Disability of Optionee. If the Optionee shall die while still
               employed by the Company or one or more of its subsidiaries, or shall
become                permanently and totally disabled while still employed by the
Company or one or                more of its subsidiaries, the Option may be exercised
(to the extent that the                Optionee shall have been entitled to do so at the
date of his or her death or                termination by reason of permanent and total
disability) by the Optionee, his or                her legal representative or the person
to whom the Option is transferred by will                or the applicable laws of
descent and distribution, at any time within nine (9)                months after the
Optionee’s death or termination by reason of permanent                disability,
but in no event later than the expiration of the term specified in
               paragraph 3 hereof.  



        8.              Method
of Exercising Option. Subject to the terms and conditions of this Option
Agreement, the Option may be exercised by written notice to the Chief Financial
Officer of the Company at the principal office of the Company. Such notice shall
state the election to exercise the Option and the number of shares in respect of
which it is being exercised, and shall be signed by the person so exercising the
Option. Such notice shall be accompanied by payment of the full purchase price
of such shares which payment shall be made in cash or by certified check or bank
draft payable to the Company, by any other form of legal consideration deemed
sufficient by the Company and consistent with the purpose of the 1995 Stock Plan
and applicable law, or, in the sole discretion of the Company by delivery of
shares of Common Stock of the 









2
















Company with a fair market value
equal to the                purchase price or by a combination of cash and such shares,
whose fair market                value shall equal the purchase price. For purposes of
this paragraph the                “fair market value” of the Common Stock of
the Company shall be                established in the manner set forth in Section 1(i)
of the 1995 Stock Plan. The                certificate or certificates for the shares as
to which the Option shall have                been so exercised shall be registered in
the name of the person so exercising                the Option, or if the Optionee so
elects, in the name of the Optionee or one                other person as joint tenants,
and shall be delivered as soon as practicable                after the notice shall have
been received. In the event the Option shall be                exercised by any person
other than the Optionee, such notice shall be                accompanied by appropriate
proof of the right of such person to exercise the                Option. All shares that
shall be purchased upon the exercise of the Option as                provided herein
shall be fully paid and nonassessable.  



        9.              Withholding
Requirements. Upon exercise of the Option by the Optionee and prior                to the
delivery of shares purchased pursuant to such exercise, the Company shall
               have the right to require the Optionee to remit to the Company cash in an
amount                sufficient to satisfy applicable federal and state tax withholding
requirements.                The Company shall inform the Optionee as to whether it will
require the Optionee                to remit cash for withholding taxes in accordance
with the preceding sentence                within two (2) business days after receiving
from the Optionee notice that such                Optionee intends to exercise, or has
exercised, all or a portion of the Option.  



        10.              Stock
Plan. This Option is subject to certain additional terms and conditions
               set forth in the 1995 Stock Plan pursuant to which this Option has been
issued.                A copy of the 1995 Stock Plan is on file with the Chief Financial
Officer of the                Company and each Option holder by acceptance hereof agrees
to and accepts this                Option subject to the terms of the 1995 Stock Plan.  



        11.              General.
The Company shall at all times during the term of the Option reserve                and
keep available such number of shares of Common Stock as will be sufficient
               to satisfy the requirements of this Option Agreement, shall pay all
original                issue and transfer taxes with respect to the issue and transfer
of shares                pursuant hereto and all other fees and expenses necessarily
incurred by the                Company in connection therewith, and will from time to
time use its best efforts                to comply with all laws and regulations which,
in the opinion of counsel for the                Company, shall be applicable thereto.  



        12.              Investment
Certificate. Prior to the receipt of the certificates pursuant to the
               exercise of the Option granted hereunder, the Optionee shall, if required
in the                Company’s discretion, demonstrate an intent to hold the shares
acquired by                exercise of the Option for investment and not with a view to
resale or                distribution thereof to the public by delivering to the Company
an investment                certificate or letter in such form as the Company may
require.  



        13.              Subsidiary.
As used herein, the term “subsidiary” shall mean any                current or
future corporation which would be a “subsidiary                corporation” of
the Company, as that term is defined in Section 425 of the                Internal
Revenue Code of 1986, as amended.  








3

















        14.              Status.
Neither the Optionee nor the Optionee’s executor, administrator,
               heirs, or legatees shall be or have any rights or privileges of a
shareholder of                the Company in respect of the shares transferable upon
exercise of the Option                granted hereunder, unless and until certificates
representing such shares shall                be endorsed, transferred, and delivered and
the transferee has caused the                Optionee’s name to be entered as the
shareholder of record on the books of                the Company.  



        15.              Company
Authority. The existence of the Option herein granted shall not affect                in
any way the right or power of the Company or its stockholders to make or
               authorize any or all adjustments, recapitalizations, reorganizations or
other                changes in the Company’s capital structure or its business, or
any merger                or consolidation of the Company, or any issue of bonds,
debentures, preferred or                prior preference stock ahead of or affecting the
Common Stock of the Company or                the rights thereof, or dissolution or
liquidation of the Company, or any sale or                transfer of all or any part of
its assets or business, or any other corporate                act or proceeding, whether
of a similar character or otherwise.  



        16.              Disputes.
As a condition of the granting of the Option herein granted, the                Optionee
agrees, for the Optionee and the Optionee’s personal                representatives,
that any dispute or disagreement which may arise under or as a                result of
or pursuant to this Option Agreement shall be determined by the Board                of
Directors of the Company, in its sole discretion, and that any interpretation
               by the Board of the terms of this Option Agreement shall be final, binding
and                conclusive.  



        17.              Binding Effect. This Option Agreement shall be binding upon the heirs,                executors,
administrators and successors of the parties hereto.  



        IN
WITNESS WHEREOF, the Company has caused this Option Agreement to be duly executed by an
officer thereunto duly authorized, and the Optionee has hereunto set his hand, all as of
the day and year first above written. 




	 	TRANSPORT CORPORATION OF AMERICA, INC.
	 
	 
	 	By_____________________________________________
	 	   Its__________________________________________
	 
	 
	 	_____________________________________________

______________________________________, Optionee









4
















Exhibit 10.19
(con’t) 



TRANSPORT CORPORATION OF AMERICA, INC. 



FORM OF 



DIRECTOR

STOCK OPTION AGREEMENT



        THIS
OPTION AGREEMENT is made as of the ______ day of _________, ________, between TRANSPORT
CORPORATION OF AMERICA, INC., a Minnesota corporation (the “Company”), and
__________________, a member of the Board of Directors of the Company (the
“Optionee”). 



        WHEREAS,
the Company desires, by affording the Optionee an opportunity to purchase shares of its
Common Stock, $.01 par value (the “Common Stock”), as hereinafter provided, to
carry out the purpose of the 1995 Stock Plan of the Company approved by its shareholders; 



        NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the parties hereto have agreed, and do hereby agree, as
follows: 



         1.       
          Grant of Option. The Company hereby grants to the Optionee
          the right and Option (hereinafter called the “Option”) to purchase
          from the Company all or any part of an aggregate amount of ________ shares of
          the Common Stock of the Company on the terms and conditions herein set forth. 



         2.       
          Purchase Price. The purchase price of the shares of the
          Common Stock covered by this option shall be $______ per share. 



         3.       
          Term of Option. The term of the Option shall be for a
          period of five (5) years from the date hereof (the “Option Date”),
          subject to earlier termination as hereinafter provided. 



         4.       
          Exercise of Option. Subject to the provisions of Paragraph
          6 hereof, the Option may be exercised in whole or in part at any time from and
          after the Option Date until the expiration of the term specified in paragraph 3. 
























         5.       
          Non-Transferability. The Option shall not be transferable
          otherwise than by will or the laws of descent and distribution, and the Option
          may be exercised, during the lifetime of the Optionee, only by the Optionee.
          More particularly (but without limiting the generality of the foregoing), the
          Option may not be assigned, transferred (except as provided above), pledged, or
          hypothecated in any way; shall not be assignable by operation of law; and shall
          not be subject to execution, attachment, or similar process. Any attempted
          assignment, transfer, pledge, hypothecation, or other disposition of the Option
          contrary to the provisions hereof, and the levy of any execution, attachment, or
          similar process upon the Option, shall be null and void and without effect. 



         6.       
          Termination of Status. In the event the Optionee shall
          cease to be a member of the Company’s Board of Directors for any reason
          whatsoever, any unexercised Option shall terminate and be deemed cancelled
          thirty (30) days thereafter, unless the Board of Directors, in its discretion,
          shall waive or modify such 30-day term. In no event shall the Option be
          exercisable after the expiration of the term of the Option specified in
          paragraph 3. 



         7.       
          Method of Exercising Option. Subject to the terms and
          conditions of this Option Agreement, the Option may be exercised by written
          notice to the Chief Financial Officer of the Company at the principal office of
          the Company. Such notice shall state the election to exercise the Option and the
          number of shares in respect of which it is being exercised, and shall be signed
          by the person so exercising the Option. Such notice shall be accompanied by
          payment of the full purchase price of such shares which payment shall be made in
          cash or by certified check or bank draft payable to the Company, by any other
          form of legal consideration deemed sufficient by the Company and consistent with
          the purpose of the 1995 Stock Plan and applicable law, or, in the sole
          discretion of the Company, by delivery of shares of Common Stock of the Company
          with a fair market value equal to the purchase price or by a combination of cash
          and such shares, whose fair market value shall equal the purchase price. For
          purposes of this paragraph the “fair market value” of the Common Stock
          of the Company shall be established in the manner set forth in Section 1(h) of
          the 1995 Stock Plan. The certificate or certificates for the shares as to which
          the Option shall have been so exercised shall be registered in the name of the
          person so exercising the Option, or if the Optionee so elects, in the name of
          the Optionee or one other person as joint tenants, and shall be delivered as
          soon as practicable after the notice shall have been received. In the event the
          Option shall be exercised by any person other than the Optionee, such notice
          shall be accompanied by appropriate proof of the right of such person to
          exercise the Option. All shares that shall be purchased upon the exercise of the
          Option as provided herein shall be fully paid and nonassessable. 



         8.       
          Withholding Requirements. Upon exercise of the Option by
          the Optionee and prior to the delivery of shares purchased pursuant to such
          exercise, the Company shall have the right to require the Optionee to remit to
          the Company cash in an amount sufficient to satisfy applicable federal and state
          tax withholding requirements. The Company shall inform the Optionee as to
          whether it will require the Optionee to remit cash for withholding taxes in
          accordance with the preceding sentence within two (2) business days after
          receiving from the Optionee notice that such Optionee intends to exercise, or
          has exercised, all or a portion of the Option. 








2















         9.       
          Stock Plan. This Option is subject to certain additional
          terms and conditions set forth in the 1995 Stock Plan pursuant to which this
          Option has been issued. A copy of the 1995 Stock Plan is on file with the
          Secretary of the Company and each Option holder by acceptance hereof agrees to
          and accepts this Option subject to the terms of the 1995 Stock Plan. 



         10.       
          General. The Company shall at all times during the term of
          the Option reserve and keep available such number of shares of Common Stock as
          will be sufficient to satisfy the requirements of this Option Agreement, shall
          pay all original issue and transfer taxes with respect to the issue and transfer
          of shares pursuant hereto and all other fees and expenses necessarily incurred
          by the Company in connection therewith, and will from time to time use its best
          efforts to comply with all laws and regulations which, in the opinion of counsel
          for the Company, shall be applicable thereto. 



         11.       
          Investment Certificate. Prior to the receipt of the
          certificates pursuant to the exercise of the Option granted hereunder, the
          Optionee shall, if required in the Company’s discretion, demonstrate an
          intent to hold the shares acquired by exercise of the Option for investment and
          not with a view to resale or distribution thereof to the public by delivering to
          the Company an investment certificate or letter in such form as the Company may
          require. 



         12.       
          Status. Neither the Optionee nor the Optionee’s
          executor, administrator, heirs, or legatees shall be or have any rights or
          privileges of a shareholder of the Company in respect of the shares transferable
          upon exercise of the Option granted hereunder, unless and until certificates
          representing such shares shall be endorsed, transferred, and delivered and the
          transferee has caused the Optionee’s name to be entered as the shareholder
          of record on the books of the Company. 



         13.       
          Company Authority. The existence of the Option herein
          granted shall not affect in any way the right or power of the Company or its
          stockholders to make or authorize any or all adjustments, recapitalizations,
          reorganizations or other changes in the Company’s capital structure or its
          business or any merger or consolidation of the Company, or any issue of bonds,
          debentures, preferred or prior preference stock ahead of or affecting the Common
          Stock of the Company of the rights thereof, or dissolution or liquidation of the
          Company, or any sale or transfer of all or any part of its assets or business,
          or any other corporate act or proceeding, whether of a similar character or
          otherwise. 



         14.       
          Disputes. As a condition of the granting of the Option
          herein granted, the Optionee agrees, for the Optionee and the Optionee’s
          personal representatives, that any dispute or disagreement which may arise under
          or as a result of or pursuant to this Option Agreement shall be determined by
          the Board of Directors of the Company, in its sole discretion, and that any
          interpretation by the Board of the terms of this agreement shall be final,
          binding and conclusive. 



         15.       
          Binding Effect. This Option Agreement shall be binding upon
          the heirs, executors, administrators and successors of the parties hereto. 








3















         16.       
          Counterparts. This agreement may be executed in any number
          of counterparts, all of which together shall constitute one and the same
          instrument. 



        IN
WITNESS WHEREOF, the Company has caused this Option Agreement to be duly executed by an
officer thereunto duly authorized, and the Optionee has hereunto set his or her hand, all
as of the day and year first above written. 




	 	TRANSPORT CORPORATION OF AMERICA, INC.
	 
	 
	 	By_____________________________________________
	 	   Its__________________________________________
	 
	 
	 	_____________________________________________

______________________________________, Optionee

















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