AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of April 22,
1999 (the "Agreement"), is by and between World Airways, Inc., a Delaware
corporation, its successors and assigns (hereinafter "World") and William R.
Lange (Lange).

WHEREAS, World and Lange wish to amend the Employment Agreement between
themselves dated as of June 9, 1997; and

WHEREAS, Lange has agreed to serve as a member of World's senior management team
in charge of Strategic Planning as of the date hereof;

NOW, THEREFORE, World and Lange in consideration of the mutual covenants and
promises contained herein, do hereby agree as follows:

1. ACCEPTANCE OF EMPLOYMENT. Subject to the terms and conditions set forth
below, World agrees to continue to employ Lange in the above described new
position and Lange accepts such employment.

2. TERM. The period of employment shall be from the date first written above
through December 31, 1999, unless further extended or sooner terminated as
hereinafter set forth. Not later than June 15th of each year, Lange shall
initiate discussions with the President and CEO regarding the renewal of the
Agreement. If World does not wish to renew this Agreement at its expiration, or
wishes to renew on different terms, World shall give written notice to Lange by
June 30th of each year. If Lange does not wish to renew this Agreement at its
expiration, or wishes to renew on different terms, Lange shall give written
notice to World by June 30th of each year. In the absence of notice, this
Agreement shall be renewed on the same terms and conditions for successive terms
of one year from the date of expiration.

3. POSITION AND DUTIES. Lange shall serve as World's senior executive of
Strategic Planning with the duties performed as of the date hereof, which duties
and responsibilities will include fleet planning, providing analysis and
development of corporate strategy (Strategy), selling of the Strategy to
internal and external stakeholders, developing corporate plans (Plans) to
implement the strategy, and monitoring the implementation of the Strategy and
Plans. The President and CEO will have reasonable latitude to make changes in
Lange's responsibilities, except that Lange's responsibilities may not be
modified in a way that would be inconsistent with the status of a company
executive. Following a Change of Control (as hereinafter defined), Lange's
responsibilities may not be changed without mutual agreement. Lange agrees to
render his services to the best of his abilities and will comply with all
policies, rules and regulations of the company and will advance and promote to
the best of his ability the business and welfare of the company. Lange shall
devote all of his working time, attention, knowledge and skills solely to the
business and interest of World. Lange may not accept any other engagement with
or without compensation which would affect his ability to devote all of his
working time and attention to the business and affairs of World without the
prior written approval of the President and CEO. Lange agrees to accept
assignments on behalf of World or affiliated companies commensurate with his
responsibilities hereunder, except that the terms and conditions of assignments
exceeding 60 consecutive days outside the Washington, D.C. metropolitan area
will require mutual agreement.

4. COMPENSATION AND RELATED MATTERS.

         (a) BASE SALARY. Lange shall receive a minimum salary of $170,000 per
         annum payable in accordance with the payroll procedures for World's
         salaried employees in effect during the term of this Agreement. Lange
         agrees to participate equally, on a percentage basis, in any across the
         board salary reductions approved by senior management.

         (b) ELIGIBILITY FOR BONUSES. Lange shall be eligible to receive an
         annual bonus pursuant to World's management incentive compensation
         plan, if any, as the Board of Directors may adopt from time to time.

         (c) PERFORMANCE STOCK OPTIONS. Lange has been granted options to
         purchase World's Common Stock, par value $.001 per share ("World
         Airways Common Stock") pursuant to the 1995 World Airways Stock Option
         Plan (the "Plan") as set forth in the Stock Option Agreement between
         World and Lange dated June 9, 1997 (the "Option Agreement").

         (d) BUSINESS EXPENSES. Lange shall be entitled to reimbursement of
         reasonable business related expenses from time to time consistent with
         World's policies, including, without limitation, submitting in a timely
         manner appropriate documentation of such expenses.

         (e) FRINGE BENEFITS. Lange shall be entitled to participate in all
         employee benefit plans made available from time to time to all
         executives of World in accordance with the terms of such plans.

         (f) PERSONNEL POLICIES, CONDITIONS AND BENEFITS. Except as otherwise
         provided herein, Lange's employment shall be subject to the personnel
         policies and benefits plans which apply generally to World's employees
         as the same may be interpreted, adopted, revised or deleted from time
         to time, during the term of this Agreement, by World in its sole
         discretion. While this Agreement is in effect, Lange shall accrue
         vacation at the rate of one month per year and such vacation shall be
         taken in accordance with the Company's procedures.

         (g) INDEMNIFICATION; D&O INSURANCE. Subject to Section 9(f) of this
         Agreement, World shall provide (or cause to be provided) to Lange
         indemnification against all expenses (including attorneys' fees),
         judgments, fines and amounts paid in settlements in connection with any
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative (including an action
         by or in the right of World) by reason of his being or having been an
         officer, director or employee of World or any affiliated entity,
         advance expenses (including attorneys' fees) incurred by Lange in
         defending any such civil, criminal, administrative or investigative
         action, suit or proceeding and maintain directors' and officers'
         liability insurance coverage (including coverage for securities-related
         claims) upon substantially the same terms and conditions as set forth
         in the Indemnification Agreement of even date herewith between Lange
         and World Airways, Inc. (the "Indemnity Agreement").

5. TERMINATION OF EMPLOYMENT.

         (a) DEATH. Lange's employment hereunder shall terminate upon his death,
         in which event World shall have no further obligation to Lange or his
         estate with respect to compensation, other than the disposition of life
         insurance and related benefits and accrued and unpaid base salary and
         incentive compensation for periods prior to the date of termination, if
         any, pursuant to the terms of the respective employee benefits and
         incentive compensation plans then in effect.

         (b) BY WORLD FOR DISABILITY. If Lange incurs a disability and such
         disability continues for a period of twelve (12) consecutive months,
         then World may terminate this Agreement upon written notice to Lange,
         in which event World shall have no obligation to Lange with respect to
         compensation under Section 4(a) of this Agreement. The term
         "disability" means a physical or mental illness that will prevent Lange
         from performing the essential functions of his job for at least twelve
         (12) months or is likely to result in death. If Lange becomes entitled
         to Social Security benefits payable on account of disability, he will
         be deemed conclusively to be disabled for purposes of this Agreement.

         c) BY WORLD FOR CAUSE.

                  (i) Except under the circumstances set forth in 5(c)(ii)
                  below, the President and CEO of World may terminate this
                  Agreement, subject to Section 9(f) and those provisions that
                  survive this Agreement, for Cause. "Cause" shall be defined as
                  (A) sustained performance deficiencies which are communicated
                  to Lange in written performance appraisals and/or other
                  written communications (including, but not limited to memos
                  and/or letters) by the President and CEO of World, (B) gross
                  misconduct, including significant acts or omissions
                  constituting dishonesty, intentional wrongdoing or
                  malfeasance, whether or not relating to the business of World,
                  C) commission of a felony or any crime involving fraud or
                  dishonesty, or (D) a material breach of this Agreement.

                  (ii) In the event of a Change of Control, as defined below,
                  Lange may only be terminated for Cause pursuant to a
                  resolution duly adopted by the affirmative vote
                  of a majority of the entire membership of the Board at a
                  meeting of the Board finding that, in the good faith opinion
                  of the Board, Lange was guilty of conduct set forth in
                  5(c)(i)(A), (B), (C) or (D) provided, however, that Lange may
                  not be terminated for Cause hereunder unless: (1) Lange
                  receives prior written notice of World's intention to
                  terminate this Agreement for Cause and the specific reasons
                  therefor; and (2) Lange has an opportunity to be heard by
                  World's Board of Directors and be given, if the acts are
                  correctable, a reasonable opportunity to correct the act or
                  acts (or non-action) giving rise to such written notice. If
                  the Board by resolution duly adopted by the affirmative vote
                  of a majority of the entire membership of the Board finds that
                  Lange fails to make such correction after reasonable
                  opportunity to do so, this Agreement may be terminated for
                  Cause.

         (d) BY WORLD FOR OTHER THAN CAUSE. In the event the Board of Directors
         terminates this Agreement for reasons other than Cause or Disability as
         defined in sub-paragraph (c) above, World will pay to Lange within ten
         (10) days of notice of termination (or, in the case of incentive bonus
         compensation, within ten (10) days of determination of amounts payable
         under the applicable bonus plan) the greater of eighteen months base
         salary, or the undiscounted remainder of his base salary, in each case
         including deferred salary and/or bonus compensation, payable under this
         Agreement. In addition, all granted but unvested stock options under
         the Option Agreement shall become immediately exercisable. In the event
         that any payment to Lange under this paragraph is subject to any
         federal or state excise tax, World shall pay to Lange an additional
         amount equal to the excise tax imposed including additional federal and
         state income and excise taxes as a result of the payments under this
         paragraph, and such payment will be made when the excise tax and income
         taxes are due; provided, however, that Lange agrees to assist World
         Airways by using his best efforts to structure matters so that any
         payment to Lange under this paragraph is not subject to any federal or
         state excise tax. Whether an excise tax is payable, and the amount of
         the excise tax and additional income taxes payable, shall be determined
         by World's accountants and World shall hold Lange harmless for any and
         all taxes, penalties, and interest that may become due as a result of
         the failure to properly determine that an excise tax is payable or the
         correct amount of the excise tax and additional income taxes, together
         with all legal and accounting fees reasonably incurred by Lange in
         connection with any dispute with any taxing authority with respect to
         such determinations and/or payments. In the event of a disagreement
         between World and Lange as to whether the termination was for Cause,
         that issue shall be submitted by Lange within twenty (20) days of the
         notice of termination to binding arbitration, or any objection to
         World's determination that termination is for Cause shall be waived.

         (e) BY LANGE FOR GOOD REASON. Lange may terminate his employment
         hereunder (for purposes of this Agreement "Good Reason") after giving
         at least 30 days notice in the event that, without Lange's consent: (i)
         World relocates its general and administrative offices or Lange's place
         of employment to an area other than the Washington, D.C.
         Standard Metropolitan Statistical Area, (ii) he is assigned any duties
         substantially inconsistent with Section 3 hereof, (iii) World reduces
         his annual base salary as in effect on the date hereof or as the same
         may be increased from time to time, except as provided in Section 4(a)
         herein; (iv) World fails, without Lange's consent, to pay Lange any
         portion of his current compensation, or to pay him any portion of an
         installment of deferred compensation under any deferred compensation
         program of World, within seven (7) days of the date such compensation
         is due; (v) World fails to continue in effect any compensation plan in
         which Lange participates which is material to Lange's total
         compensation, unless an equitable arrangement (embodied in an ongoing
         substitute or alternative plan) has been made with respect to such
         plan, or to continue Lange's participation therein (or in such
         substitute or alternative Plan) on a basis not materially less
         favorable, both in terms of the amount of benefits provided and the
         level of Lange's participation relative to other participants; (vi)
         World fails to continue to provide Lange with benefits substantially
         similar to those enjoyed by Lange under any of World's pension, life
         insurance, medical, health and accident, or disability plans in which
         Lange was participating, World takes any action which would directly or
         indirectly materially reduce any of such benefits or deprive Lange of
         any material fringe benefit enjoyed by Lange, or World fails to provide
         Lange with the number of paid vacation days to which Lange is entitled
         hereunder; (vii) World terminates, or proposes to terminate, Lange's
         employment hereunder contrary to the requirements of Section 5(c)
         hereof (for purposes of this Agreement, no such termination or
         purported termination shall be effective) and Lange has submitted the
         matter to arbitration, as set forth in Section 5(d); or (viii) the
         Board approves the liquidation or dissolution of World prior to the end
         of this Agreement. In the event that Lange decides to terminate this
         Agreement and his employment with World or any successor in interest in
         accordance with the provisions of this Section 5(e), World shall have
         the same obligations as set forth in Section 5(d) hereof. Any other
         payments due or actions required under this paragraph shall be made as
         lump sums or taken within 10 days of termination of the Agreement.

         (f) BY LANGE FOR OTHER THAN GOOD REASON. Notwithstanding the above,
         Lange may upon giving reasonable notice, not to be less than 30 days,
         terminate this Agreement without further obligation on the part of
         Lange or World.

6.       CHANGES OF CONTROL.

         (a) For purposes of this Agreement, a "Change of Control" includes the
         occurrence of any one or more of the following events:

                  (i) any Person is or becomes the Beneficial Owner (as defined
                  in Rule 13d-3 under the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act")), directly or indirectly, of
                  securities of World representing more than 50% of the combined
                  voting power of World's then outstanding securities; or

                  (ii) during any period of two (2) consecutive years (not
                  including any period prior to the execution of this
                  Agreement), individuals who at the beginning of such period
                  constitute the Board of World and any new director (other than
                  a director designated by a Person who has entered into an
                  agreement with World to effect a transaction described in
                  clause (i), (iii) or (iv) or this Section 5 (f)) whose
                  election by the Board of World or nomination for election by
                  the stockholders of World was approved by a vote of at least
                  two-thirds (2/3) of the directors then still in office who
                  either were directors at the beginning of the period or whose
                  election or nomination for election was previously so
                  approved, cease for any reason to constitute a majority
                  thereof; or

                  (iii) the shareholders of World approve a merger or
                  consolidation of World with any other corporation, other than
                  (A) a merger or consolidation which would result in the voting
                  securities of World outstanding immediately prior thereto
                  continuing to represent (either by remaining outstanding or
                  being converted into voting securities of the surviving
                  entity), in combination with the ownership of any trustee or
                  other fiduciary holding securities under an employee benefit
                  plan of World or any of its affiliates, at least 50% of the
                  combined voting power of the voting securities of World or
                  such surviving entity outstanding immediately after such
                  merger or consolidation, or (B) a merger or consolidation
                  effected to implement a recapitalization of World (or similar
                  transaction) in which no Person acquires more than 50% of the
                  combined voting power of World's then outstanding securities;
                  or

                  (iv) the shareholders of World approve a plan of complete
                  liquidation of World or an agreement for the sale or
                  disposition by World of all or substantially all of World's
                  assets.

         (b) "PERSON" DEFINED. For purposes of this Section, "Person" shall have
         the meaning given in Section (3)(a)(9) of the Exchange Act, as modified
         and used in Sections 13(d) and 14(d) thereof; however, a Person shall
         not include (i) World or WorldCorp, Inc. or any of their subsidiaries
         or affiliates; (ii) a trustee or other fiduciary holding securities
         under an employee benefit plan of World or WorldCorp, Inc. or any of
         their subsidiaries; (iii) an underwriter temporarily holding securities
         pursuant to an offering of such securities; or (iv) a corporation
         owned, directly or indirectly, by the stockholders of World or
         WorldCorp, Inc. in substantially the same proportions as their
         ownership of stock of World or WorldCorp, Inc.

7. NOTICE OF TERMINATION. Termination of this Agreement by World or termination
of this Agreement by Lange shall be communicated by written notice to the other
party hereto, specifically indicating the termination provision relied upon.

8. COMPANY PROPERTY. At the termination of Lange's employment, whether voluntary
or involuntary, Lange shall return all company property, including without
limitation all electronic and paper files and documents and all copies thereof.

9. CONFIDENTIALITY/RESTRICTIVE COVENANT.

         (a) Lange recognizes and acknowledges that he will acquire during his
         employment with World information that is confidential to World and
         that represents valuable, special and unique assets of World
         ("Confidential Information"). Such Confidential Information (whether or
         not reduced to tangible form) includes, but is not limited to: trade
         secrets; financing documents and information; financial data; new
         product information; copyrights; information relating to schedules and
         locations; cost and pricing information; performance features; business
         techniques; business methods; business and marketing plans or
         strategies; business dealings and arrangements; business objectives;
         customer information; sales information; acquisition, merger or
         business development plans or strategies; research and development
         projects; legal documents and information; personnel information; and
         any and all other information concerning World's business and business
         practices that is not generally known or made available to the public
         or to World's competitors which, if misused or disclosed, could
         adversely affect the business of World. Lange agrees that he will not,
         during employment with World and for a period of two (2) years
         following termination of employment for any reason, whether voluntary
         or involuntary, with or without Cause, directly or indirectly:

                  (i) disclose any Confidential Information to any person,
                  company or other entity (other than authorized persons
                  employed by or affiliated with World who, in the interest of
                  World, have a business need to know such information), or

                  (ii) use any Confidential Information in any way, except as
                  required by his duties to World or by law, unless he obtains
                  World's prior written approval of such disclosure or use.
                  World's rights under this Section shall be cumulative to, and
                  shall not limit, World's rights under the Virginia Uniform
                  Trade Secrets Act or any other state or federal trade secret
                  or unfair competition statute or law. The parties hereto
                  stipulate that as between them, the foregoing matters are
                  important, material, and confidential and gravely affect the
                  successful conduct of the business of World, and World's good
                  will, and that any breach of the terms of this paragraph shall
                  be a material breach of this Agreement.

         (b) While employed by World and for a period of two (2) years following
         termination of employment for any reason, whether voluntary or
         involuntary, with or without Cause, Lange agrees that he will not,
         directly or indirectly, either as principal, agent, employee, employer,
         owner, stockholder (owning more than 5% of a corporation's shares),
         partner, contractor, consultant or in any other individual or
         representative capacity:

                  (i) Request, induce or attempt to induce any customer of
                  World: (A) to terminate or curtail any business relationship
                  with World or (B) to establish or attempt to establish a
                  similar business relationship with a person or entity other
                  than World;

                  (ii) Solicit, cause, encourage or in any way assist any person
                  or entity to solicit, any aviation business from any person or
                  entity who at such time is, or within the preceding twelve
                  (12) months, had been a customer of World, unless such
                  customer of World was also already a customer of such other
                  person or entity on the date of Lange's termination;

                  (iii) Induce or attempt to induce any of World's officers,
                  directors, or employees to terminate their employment or
                  relationship with World, or induce or attempt to induce any
                  such persons to provide aviation-related services or services
                  similar to those they provide for World for any other person,
                  firm or organization.

         (c) Lange agrees that the restrictions set forth in this Agreement are
         reasonable, proper, and necessitated by legitimate business interests
         of World and do not constitute an unlawful or unreasonable restraint
         upon Lange's ability to earn a livelihood. The parties agree that in
         the event any of the restrictions in this Agreement are found to be
         overbroad or unreasonable by a tribunal or court of competent
         jurisdiction, the parties agree that this Agreement should be enforced
         to the maximum extent allowed by applicable law, and the parties
         authorize and request such court or tribunal to determine the maximum
         time, geographic area, activity and other applicable limitations
         allowable by law and to reform the applicable provisions to such
         maximum limitations.

         (d) Lange acknowledges that it may be impossible to assess the monetary
         damages incurred by his violation of this Agreement, or any of its
         terms, and that any threatened or actual violation or breach of this
         Agreement, or any of its terms, will constitute immediate and
         irreparable injury to World. Therefore, Lange expressly agrees that, in
         addition to any and all monetary damages and other remedies and relief
         available to World as a result of Lange's violation or breach of this
         Agreement, World shall be entitled to an injunction restraining Lange
         from violating or breaching this Agreement, or any of its terms (and no
         bond or other security will be required in connection therewith); World
         will be entitled to specific performance of this Agreement; and World
         will be entitled to recover its reasonable attorneys' fees and costs
         incurred to enforce, or prosecute or defend any action relating to,
         this Agreement. In the event World enforces this Agreement through
         court order or other decree, Lange agrees that the restrictions
         contained in this Agreement shall remain in effect for a period of
         twenty four (24) consecutive months from the effective date of such
         order or decree enforcing the Agreement.

         (e) Section 12 of this Agreement, relating to arbitration, shall not
         apply to this Section 9. The parties agree that any dispute between
         them relating to or involving this Section 9, including without
         limitation, any question concerning the construction, validity,
         application, interpretation or alleged breach or threatened breach of
         this Section 9, shall be litigated in a court in the Commonwealth of
         Virginia.

         (f) Section 4(h) of this Agreement and any other indemnity agreements
         between Lange and World shall not apply to actions, suits or
         proceedings to enforce World's rights under, or that otherwise relate
         to, this Agreement, including without limitation, this Section 9.

         (g) References in this Section 9 to "World" include World Airways, Inc.
         and any and all of its current or future parents, subsidiaries,
         affiliated companies, and divisions.

10. BENEFICIARY. The Beneficiary of any payment due and payable at the time of
Lange's death, or otherwise due upon his death, shall be such person or persons
as Lange shall designate in writing to World. If no such beneficiary shall
survive Lange, any such payments shall be made to his estate.

11. INTELLECTUAL PROPERTY.

         (a) Any improvements, new techniques, processes, inventions, works,
         discoveries, products or copyrightable or patentable materials made or
         conceived by Lange, either solely or jointly with other person(s), (1)
         during Lange's period of employment by World, during working hours; (2)
         during the period after termination of his employment during which he
         is retained by World as a consultant; or (3) with use of World's
         intellectual property or Confidential Information, shall be the sole
         and exclusive property of World without royalty or other consideration
         to Lange.

         (b) Lange agrees to inform World promptly and in full of such
         intellectual property by a full written report setting forth in detail
         the procedures used and the results achieved.

         (c) Lange shall at World's request and expense execute any and all
         applications, assignments, or other instruments which World shall deem
         necessary to apply for, register, and/or obtain copyrights or Letters
         Patent of the United States or of any foreign country, or to otherwise
         protect World's interests in such intellectual property.

         (d) Lange shall assign and does hereby assign to World all interests
         and rights, including but not limited to copyrights, in any such
         intellectual property.

12. ARBITRATION. Except as described in Section 9, above, any dispute or
controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration, under the commercial arbitration rules of the
American Arbitration Association. The prevailing party in any such arbitration,
or any court action to enforce or vacate an arbitration award, shall be entitled
to its costs and reasonable attorneys fees from the other party.

13. NO WAIVER. The failure of either party at any time to enforce any provisions
of this Agreement or to exercise any remedy, option, right, power or privilege
provided for herein, or to require the performance by the other party of any of
the provisions hereof, shall in no way be deemed a waiver of such provision at
the same or at any prior or subsequent time.

14. GOVERNING LAW. All questions concerning the construction, validity,
application and interpretation of this Agreement shall be governed by and
construed in accordance with the laws of the State of Virginia without giving
effect to any choice of law or conflict of law provision or rule (whether of
Virginia or any other jurisdiction) that would cause the application of the law
of any jurisdiction other than Virginia. Lange agrees to submit to personal
jurisdiction in the State of Virginia.

15. VALIDITY. The invalidity or unenforceability of any provision or provisions
of this Agreement shall not be deemed to affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and
effect.

16. SUCCESSORS. This Agreement shall inure to the benefit of and be binding upon
World, its successors and assigns, including any corporation or other business
entity which may acquire all or substantially all of World's assets or business,
or within which World may be consolidated or merged, or any surviving
corporation in a merger involving World.

17. WAIVER OR MODIFICATION OF AGREEMENT. No waiver or modification of this
Agreement shall be valid unless in writing and duly executed by both parties.

18. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.

                                    WORLD AIRWAYS, INC.

                                    By:     ________________________________
                                            Russell L. Ray, Jr.
                                            President and CEO


                                            ________________________________
                                            William R. Lange