EMPLOYMENT AGREEMENT


This Employment Agreement (hereinafter referred to as the "Agreement"), between
World Airways, Inc., a Delaware corporation (hereinafter referred to as "World"
or "the Company") and Hollis L. Harris hereinafter referred to as ("Harris") is
entered into this 15th day of April, 1999.

WHEREAS, Harris has agreed to serve as World's President, Chief Executive
Officer and Chairman of the Board of Directors, as of May 1, 1999.

NOW, THEREFORE, World and Harris, in consideration of the foregoing and other
mutual covenants and promises contained herein, the sufficiency of which are
hereby acknowledged, hereby agree as follows:

1. ACCEPTANCE OF EMPLOYMENT. Subject to the terms and conditions set forth
below, World agrees to employ Harris and Harris accepts such employment.

2. TERM. The period of employment shall be from May 1, 1999, through December
31, 2001, unless further extended or sooner terminated as hereinafter set forth.
In the absence of notice, this Agreement shall be renewed on the same terms and
conditions for one year from the date of expiration. Not later than June 30,
2000, Harris shall initiate discussions with the World Airways Board of
Directors (hereinafter "Board") regarding the renewal of this Agreement. At that
time, if Harris wishes to renew this Agreement on different terms, Harris shall
give written notice to the Chairman of the Executive Committee of the Board. If
the Board does not wish to renew this Agreement at its expiration, or wishes to
renew on different terms, the Board shall give written notice to Harris no later
than June 30, 2000.

3. POSITION AND DUTIES. Harris shall continue to serve as President, Chief
Executive Officer and Chairman of the Board with the duties performed as of May
1, 1999, as those duties may be changed from time to time. The Board will have
reasonable latitude to make changes in Harris' responsibilities, except that
Harris' responsibilities may not be modified in a way that would be inconsistent
with the status of President, Chief Executive Officer and Chairman of the Board.
Following a Change of Control (as hereinafter defined), Harris' responsibilities
may not be changed without mutual agreement. Harris 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. Harris shall devote all of his
working time, attention, knowledge and skills solely to the business and
interest of World. Harris 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 Board pursuant to a resolution duly adopted by the affirmative
vote of a majority of the entire membership of the Board, excluding the vote of
Harris. Harris 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, DC metropolitan area will require mutual agreement.

4. COMPENSATION AND RELATED MATTERS.

         (a) BASE SALARY. Harris shall receive a minimum salary of $350,000 per
         annum payable in accordance with the payroll procedures for World's
         salaried employees in effect during the term of this Agreement.

         (b) PERFORMANCE STOCK OPTIONS. Harris has been granted 100,000 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 Harris dated April 15, 1999 (the "Option Agreement No.1").

         (c) PERFORMANCE STOCK OPTIONS. Harris has been granted 900,000 options
         to purchase World Airways Common Stock, par value $.00l per share
         pursuant to a stock option plan to be created in a reasonable time
         frame by the Board (the "Option Agreement No. 2").

         (d) Harris agrees to purchase $100,000.00 worth of common stock or
         debentures of the Company.

         (e) BUSINESS EXPENSES. Harris 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.

         (f) FRINGE BENEFITS. Harris 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. In the
         event this Agreement is terminated by either party for any reason other
         than death or for cause, Harris may participate in World's health and
         other benefit programs for a period of one year from the date of
         Harris' termination, or until Harris obtains comparable coverage,
         whichever is earlier.

         (g) PERSONNEL POLICIES, CONDITIONS AND BENEFITS. Except as otherwise
         provided herein, Harris' 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, Harris shall accrue
         vacation at the rate of one month per year and such vacation shall be
         taken in accordance with the Company's procedures.

         (h) INDEMNIFICATION; D&O INSURANCE. Subject to Section 6(f) of this
         Agreement, World shall provide (or cause to be provided) to Harris
         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 Harris 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 dated April 15, 1999, between Harris
         and World Airways, Inc. (the "Indemnity Agreement"). [TO DO]

5.       TERMINATION OF EMPLOYMENT.

         (a) DEATH. Harris' employment hereunder shall terminate upon his death,
         in which event World shall have no further obligation to Harris 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, if any, for periods prior to the date of
         termination pursuant to the terms of the respective employee benefits
         and incentive compensation plans then in effect.

         (b) BY WORLD FOR DISABILITY. If Harris 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 Harris,
         in which event World shall have no obligation to Harris with respect to
         compensation under Section 4(a) of this Agreement. The term
         "disability" means a physical or mental illness that will prevent
         Harris from performing the essential functions of his job for at least
         twelve (12) months or is likely to result in death. If Harris 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 Chairman of the Executive Committee of the Board
                  pursuant to a resolution duly adopted by the affirmative vote
                  of a majority of the entire membership of the Board, excluding
                  the vote of Harris, at a meeting of the Board may terminate
                  this Agreement, subject to Section 6(f) and those provisions
                  that survive this Agreement, for Cause. "Cause" shall be
                  defined as (A) sustained performance deficiencies which are
                  communicated to Harris in written performance appraisals
                  and/or other written communications (including, but not
                  limited to memos and/or letters) by the
                  Chairman of the Executive Committee of the Board pursuant to a
                  resolution duly adopted by the affirmative vote of a majority
                  of the entire membership of the Board, excluding the vote of
                  Harris, (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,
                  Harris may only be terminated for Cause pursuant to a
                  resolution duly adopted pursuant to a resolution duly adopted
                  by the affirmative vote of a majority of the entire membership
                  of the Board, excluding the vote of Harris, at a meeting of
                  the Board finding that, in the good faith opinion of the
                  Board, Harris was guilty of conduct set forth in 5(c)(i)(A),
                  (B), (C) or (D) provided, however, that Harris may not be
                  terminated for Cause hereunder unless: (1) Harris receives
                  prior written notice of World's intention to terminate this
                  Agreement for Cause and the specific reasons therefore; and
                  (2) Harris has an opportunity to be heard by World's Board 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 Harris 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 terminates
         this Agreement for reasons other than Cause or Disability as defined in
         sub-paragraph (c) above, World will pay to Harris within ten (10) days
         of notice of termination (or, in the case of incentive bonus
         compensation, if any, within ten (10) days of determination of amounts
         payable under the applicable bonus plan) twenty-four month's base
         salary, in each case including deferred salary and/or bonus
         compensation, if any, payable under this Agreement. In addition, all
         granted but unvested stock options under the Option Agreements shall
         become immediately exercisable. In the event that any payment to Harris
         under this paragraph is subject to any federal or state excise tax,
         World shall pay to Harris 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 Harris agrees to assist World Airways by using his best
         efforts to structure matters so that any payment to Harris 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 Harris 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 Harris 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
         Harris as to whether the termination was for Cause, that issue shall be
         submitted by Harris 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 HARRIS FOR GOOD REASON. Harris may terminate his employment
         hereunder (for purposes of this Agreement "Good Reason") after giving
         at least 30 days notice in the event that, without Harris' consent: (i)
         World relocates its general and administrative offices or Harris' 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; (iv) World fails, without Harris'
         consent, to pay Harris 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 Harris participates which is
         material to Harris' 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 Harris' 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 Harris' participation relative to other participants; (vi)
         World fails to continue to provide Harris with benefits substantially
         similar to those enjoyed by Harris under any of World's pension, life
         insurance, medical, health and accident, or disability plans in which
         Harris was participating, World takes any action which would directly
         or indirectly materially reduce any of such benefits or deprive Harris
         of any material fringe benefit enjoyed by Harris; (vii) World
         terminates, or proposes to terminate, Harris' 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 Harris 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 Harris 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 Harris for Other Than Good Reason. Notwithstanding the above,
         Harris may upon giving reasonable notice, not to be less than six
         months, terminate this Agreement without further obligation on the part
         of Harris or World.

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

                  (i) any Person, other than the Company, 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.

         (h) "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.

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

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

6. CONFIDENTIALITY/RESTRICTIVE COVENANT.

         (a) Harris 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. Harris 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, Harris 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 Harris' 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) Harris 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 Harris' 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) Harris 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, Harris expressly agrees that,
         in addition to any and all monetary damages and other remedies and
         relief available to World as a result of Harris' violation or breach of
         this Agreement, World shall be entitled to an injunction restraining
         Harris 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, Harris 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 9 of this Agreement, relating to arbitration, shall not
         apply to this Section 6. The parties agree that any dispute between
         them relating to or involving this Section 6, including without
         limitation, any question concerning the construction, validity,
         application, interpretation or alleged breach or threatened breach of
         this Section 6, shall be litigated in a court in the Commonwealth of
         Virginia.

         (f) Section 4(h) of this Agreement and any other indemnity agreements
         between Harris 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 6.

         (g) References in this Section 6 to "World" include World Airways, Inc.
         and any and all of its current or future parents, subsidiaries,
         affiliated companies, and divisions.

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

8.       INTELLECTUAL PROPERTY.

         (a) Any improvements, new techniques, processes, inventions, works,
         discoveries, products or copyrightable or patentable materials made or
         conceived by Harris, either solely or jointly with other person(s), (1)
         during Harris' 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 Harris.

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

9. ARBITRATION. Except as described in Section 6, 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.

10. 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.

11. 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. Harris agrees to submit to personal
jurisdiction in the State of Virginia.

12. 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.

13. 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.

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

15. 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.
                                            Chairman, President and CEO



                                            ________________________________
                                            Hollis L. Harris