WORLD AIRWAYS/COLEMAN ANDREWS
                              EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 2nd day of
December, 1997, by and between WORLD AIRWAYS, INC., a Delaware corporation, its
successor and assigns ("World") and T. COLEMAN ANDREWS, III ("Andrews").

                                    RECITALS

        WHEREAS, Andrews has served as World's Chairman and/or Chief Executive
Officer since September 1986.

        WHEREAS, World desires to continue to employ and retain Andrews as its
Chairman and Andrews desires to be employed by World on the terms and in
consideration of World's provision of the benefits to be provided under this
Agreement.

        WHEREAS, World and Andrews desire to set forth the terms of Andrews'
employment and the compensation and benefits to be provided by World in this
Agreement.

                                      TERMS

        IN CONSIDERATION OF the mutual covenants contained herein, World and
Andrews agree as follows:

        1.  EMPLOYMENT.  World agrees to employ Andrews and Andrews agrees  to
continue in the employ of World on the terms and conditions hereinafter set
forth.

        2. COMMENCEMENT DATE AND TERM. The commencement date of this Agreement
shall be as of June 27, 1997 (the "Commencement Date"). Subject to the
provisions of Section 5, the term of Andrews' employment hereunder shall be for
three (3) years from the Commencement Date until and including June 30, 2000
(the "Original Expiration Date"); PROVIDED, HOWEVER, that the term shall be
extended automatically for an additional period of one (1) year commencing on
the Original Expiration Date unless either World or Andrews gives written notice
to the other, at least twelve (12) months prior to the Original Expiration Date,
of its or his election not to extend the term of this Agreement; and PROVIDED
FURTHER, that the term as extended shall be further extended automatically for
an additional period of one (1) year commencing on the first anniversary of the
Original Expiration Date and on each subsequent anniversary thereafter, unless
either World or Andrews gives written notice to the other, at least six (6)
months prior to the date of any such anniversary, of its or his election not to
further extend the term of this Agreement. The last day of the term as so
extended from time to time is herein sometimes referred to as the "Expiration
Date."

        3. POSITIONS AND DUTIES. Andrews shall continue to serve World as
World's Chairman with the duties described in World's Bylaws, as in effect on
the Commencement Date, and in the attached Exhibit A to this Agreement, and such
other duties as World's Board of Directors (the "Board") shall reasonably assign
from time to time. During his employment hereunder, Andrews shall devote such
time and effort as shall be reasonably required to discharge his duties
hereunder. At all times during his employment hereunder, Andrews shall continue
to serve as a member of the Board, and Andrews may also serve as a member of the
board of directors or similar body of, or in other offices or positions with
respect to, any other company or companies that are not direct commercial
competitors of World, but only with the prior approval of World's Board of
Directors, which shall not be unreasonably withheld. Andrews agrees to resign
from the Board of Directors of World upon and in connection with the termination
of his employment, provided that all of the terms of this Agreement have been
satisfied and all of World's obligations hereunder have been fulfilled.

        4. COMPENSATION AND BENEFITS. The compensation and benefits payable to
Andrews for all services rendered by Andrews under this Agreement shall be as
follows:

                 (a) SALARY. World shall pay Andrews a minimum salary at the
rate of $150,000 per year. Such salary shall be (i) payable quarterly in advance
on the first day of each fiscal quarter of World (and prorated for any partial
fiscal quarter), and (ii) subject to review and increase (but not decrease) at
any time in the discretion of the Board. If, by virtue of competing business or
employment obligations, Andrews becomes unable to discharge his duties under
Section D of Schedule A, his salary will be reduced to $50,000 per year.

                 (b) ANNUAL BONUS. Andrews shall be entitled to receive an
annual bonus of up to 75% of his annual salary to be determined in good faith by
the Compensation Committee of World's Board of Directors based upon Andrews'
contributions to World's performance. Such bonus, if any, shall be paid when
bonuses for any other officer are paid, but in no case later than March 31 of
the calendar year following the calendar year to which it applies. Andrews shall
be entitled to participate in all bonus and incentive compensation plans or
arrangements provided by World to its officers and directors after the
Commencement Date.

                 (c) DAILY FEE AND BUSINESS EXPENSES. In addition to any salary
and bonus, World shall pay Andrews a daily fee of $2,000 (payable immediately
upon receipt of invoice) for each day that Andrews, as requested or agreed to by
the CEO or the Board, participates in activities, conducts business or performs
services on World's behalf or for World's benefit, excluding (i) routine
preparation for and participation in regularly-scheduled meetings of the Board,
Executive Committee, or other committees of the Board, (ii) weekly staff
meetings, or (iii) routine consultation. Andrews total compensation from salary
and daily fees will not exceed $200,000 in any given year without the written
consent of the Executive Committee or the Compensation Committee of the board.

        World shall reimburse Andrews for all reasonable travel and other
business expenses incurred by him in the performance of his duties and
responsibilities, subject to and consistent with World's policies with respect
to substantiation and documentation as may be established by World for all
officers and directors from time to time.

                 (d) STOCK OPTIONS. Andrews shall be granted options (the "Term
Options") to purchase 50,000 shares of World's Common Stock, par value $.001 per
share ("World Airways Common Stock") pursuant to the 1995 World Airways Stock
Option Plan (the "Plan"), at an Exercise Price of $7.44 per share, as set forth
in that certain Stock Option Agreement between World and Andrews of even date
herewith (the "Option Agreement"), a copy of which is attached as Exhibit B
hereto. Andrews shall also be granted options to purchase 100,000 shares of
World's Common Stock, (the "Performance Options") subject to the following
vesting:

                          (i)      the Option as to the first 33,333 of the
100,000 Performance Options at an exercise price of $7.44 shall vest on the
first day following any twenty (20) trading-day period during which the
Company's stock traded at or above 125% of the Exercise Price;

                          (ii)     the Option as to the second 33,333 of the
 100,000 Performance Options at
an exercise price of $7.44 shall vest on the first day following any twenty (20)
trading-day period during which the Company's stock traded at or above 150% of
the Exercise Price; and

                          (iii)    the Option as to the third 33,334 of the
100,000 Performance Options at an exercise price of $7.44 shall vest on the
first day following any twenty (20) trading-day period during which the
Company's stock traded at or above 175% of the Exercise Price.

                 (e) FRINGE BENEFITS. Andrews shall be entitled to participate
in all benefit plans or arrangements available to officers or directors of
World, all as more specifically summarized on Exhibit C attached to this
Agreement, including without limitation World's Employee Savings and Stock
Ownership Plan, any medical insurance, life insurance, long-term disability,
retirement and security plans, savings and qualified or nonqualified retirement
plans, and other benefit plans from time to time established for officers or
directors of World. During the term of this Agreement, World shall continue to
maintain and pay the annual premiums on a life insurance policy insuring
Andrews' life and providing for a death benefit of at least $2,000,000, World
shall pay such premiums pursuant to a split-dollar or similar agreement if
requested by Andrews, and Andrews shall be owner of and shall enjoy all
incidents of ownership of such policy, including without limitation the right to
designate one or more beneficiaries of, and to assign the ownership of, such
policy from time to time. If any benefits to which Andrews shall otherwise be
entitled hereunder are not permitted to be provided to him under any applicable
plan document or applicable law governing the payment or provision of such
benefits, World shall pay or provide for payment of equivalent benefits, taking
into account service credits for such benefits, to Andrews or his estate or
beneficiaries.

                 (f) INDEMNIFICATION; DIRECTORS AND OFFICERS LIABILITY
INSURANCE. World shall provide or cause to be provided to Andrews
indemnification against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with any threatened, pending
or completed action, claim, suit or proceeding, whether civil, criminal,
administrative or investigative (including an action by or in the right of
World) by reason of Andrews serving or having served as an officer, director or
employee of World or any affiliate of World. World shall advance expenses
(including attorneys' fees) incurred by Andrews in the defense of any such
action, claim, suit or proceeding, and World shall maintain directors and
officers liability insurance coverage (including without limitation coverage for
claims pursuant to any state or federal securities law or regulation) upon
substantially the same terms and conditions as set forth in the Indemnification
Agreement dated as of February 28, 1994 between Andrews and WorldCorp, Inc., a
copy of which is attached as Exhibit D to this Agreement. The provisions of this
Section 4(f) are intended to supplement and to be in addition to, and not to be
in lieu of, any rights of Andrews granted to World's officers and directors
under World's charter, articles of incorporation, any other corporate document,
or applicable law.

        5. TERMINATION AND TERMINATION BENEFITS. Notwithstanding the provisions
of Section 2 of this Agreement, Andrews' employment hereunder shall terminate
under the following circumstances and shall be subject to the following
provisions:

                 (a) DEATH. In the event of Andrews' death during Andrews'
employment hereunder, Andrews' employment shall terminate on the date of his
death. Notwithstanding such termination, Andrews' estate or designated
beneficiaries shall be entitled to receive (i) the salary specified under
Section 4(a) above for a period of one (1) month following the date of death,
(ii) any accrued portion of any bonus which is ultimately determined to have
been payable to Andrews and allocable to the period prior to death, and (iii)
any benefits which shall have been provided to Andrews under Section 4 to the
extent permitted under any applicable plan documents, at World's expense.

                 (b) DISABILITY. If, due to any physical or mental illness,
condition, dependency or incapacity (hereafter, "disability"), Andrews shall be
unable to adequately perform substantially all of his duties and
responsibilities hereunder, and provided such disability continues for an
uninterrupted period of at least twelve (12) months, (a) Andrews' employment
hereunder shall be deemed terminated as of the end of the relevant period of
disability or, if later, the final determination of such disability, and (b)
World, acting through its Board and at any time prior to the expiration of any
relevant period of disability and the final determination of such disability,
may designate another executive to act in Andrews' place during the period of
such disability. In the event of any dispute as to whether Andrews has suffered
a disability justifying termination, such dispute shall be resolved at World's
cost by a panel of three physicians, one designated by Andrews, one designated
by World, and a third designated by the first two panel members. Notwithstanding
any termination of Andrews' employment under this Section 5(b), World shall
continue to pay to Andrews his full salary and benefits under Section 4 of this
Agreement until Andrews becomes eligible for disability income payments under
World's disability income plan. While Andrews is receiving disability income
payments under such plan, World shall continue to pay to Andrews the difference
between such disability income payments and his Salary under Section 4 for a
period of three years after the date of disability (but not any bonus, except as
accrued through the date of determination of disability); PROVIDED, HOWEVER,
that to the extent that the disability income payments to Andrews are not
subject to income tax, such payment by World shall be modified so as to yield,
when combined with such disability income payments, the same-after tax benefit
to Andrews as payment of his salary in full would have yielded. Notwithstanding
the termination of Andrews' employment hereunder, Andrews shall be entitled to
continue participation in all medical and other benefit plans provided for under
Section 4 at World's expense for a period of three years following such
termination. If any benefits to which Andrews shall otherwise be entitled
hereunder are not permitted to be provided to him under any applicable plan
document or applicable law governing the payment or provision of such benefits,
World shall pay or provide for payment of equivalent benefits, taking into
account service credits for such benefits, to Andrews or his estate or
beneficiaries.

                 (c) TERMINATION BY WORLD FOR CAUSE. Subject to the provisions
of this Section 5(c), Andrews' employment hereunder may be terminated by World
for Cause. If the Board determines that Andrews should be terminated for Cause,
the Board shall send written notice to Andrews setting forth in reasonable
detail the nature of the Cause. No termination shall become effective under this
Section 5(c) until (i) such notice is sent to and received by Andrews, (ii)
following Andrews' receipt of such notice, Andrews has been provided a
reasonable opportunity to meet with the entire Board and discuss the Board's
notice to him, and (iii) following such meeting, the Board determines by
majority vote, by the affirmative vote of two-thirds of its entire membership
exclusive of Andrews or any other interested director, to terminate Andrews for
Cause. Only the following shall constitute "Cause" for such termination: (i)
gross negligence, willful misconduct or dishonesty in office or breach of a
material fiduciary duty owed to World; (ii) conviction of a felony, a crime of
moral turpitude or commission of an act of embezzlement or fraud against World
or any affiliate of World; (iii) willful failure to perform a substantial
portion of his duties and responsibilities hereunder (unless such failure
results from Andrews' illness or disability).

                 (d) TERMINATION BY WORLD WITHOUT CAUSE. Andrews' employment
with World may be terminated by World without Cause provided that (i) such
termination is approved by the affirmative vote of two-thirds of its entire
membership exclusive of Andrews or any other interested director, (ii) Andrews
is given at least ninety (90) days' prior written notice of such termination,
and (iii) Andrews shall be entitled to receive the benefits described herein and
in Section 5(f) below. Notwithstanding the termination of Andrews' employment
hereunder, Andrews shall be entitled to continue participation in all fringe
benefit plans provided for under Section 4 for a period of three years following
such termination, at World's expense. If any benefits to which Andrews shall
otherwise be entitled hereunder are not permitted to be provided to him under
any applicable plan document or applicable law governing the payment or
provision of such benefits, World shall pay or provide for payment of equivalent
benefits, taking into account service credits for such benefits, to Andrews or
his estate or beneficiaries.

                 (e) TERMINATION BY ANDREWS. Andrews may terminate his
employment hereunder with or without Good Reason (as defined below) by giving
the Board at least thirty (30) days' prior written notice of termination of his
employment, and he shall not be required to render any further services to World
after the expiration of such thirty (30)-day period. In the event of termination
for Good Reason, Andrews shall specify in the notice the event or circumstances
constituting Good Reason. In the event of termination by Andrews for Good
Reason, Andrews shall be entitled to the compensation and benefits specified
herein and in Section 5(f) below. In the event of termination by Andrews without
Good Reason, Andrews shall be entitled to no further compensation or benefits
under this Agreement other than any salary accrued prior to the effective date
of such termination, the right to retain ownership of the life insurance policy
described in Section 4(e) above. Notwithstanding the termination of Andrews'
employment hereunder, Andrews shall be entitled to continue participation in all
medical and other benefit plans provided for under Section 4, at World's
expense, for a period of three years following such termination. If any benefits
to which Andrews shall otherwise be entitled hereunder are not permitted to be
provided to him under any applicable plan document or applicable law governing
the payment or provision of such benefits, World shall pay or provide for
payment of equivalent benefits, taking into account service credits for such
benefits, to Andrews or his estate or beneficiaries. Only the following shall
constitute "Good Reason" for termination by Andrews: (i) the relocation of
World's principal offices or headquarters or Andrews' place of employment to a
location outside of the Washington, D.C. Standard Metropolitan Statistical Area;
(ii) the failure of Andrews at any time to be elected to or to continue to be
entitled to serve on the Board; (iii) the failure of World to comply with the
provisions of Section 4 of this Agreement or material breach by World of any
other provision of this Agreement, including without limitation World's failure
to make any payment under Section 4 within seven (7) days after notice by
Andrews to World of such failure; (iv) the material diminution or material
change in the duties, responsibilities or position of Andrews, if such
diminution or change is not remedied within thirty (30) days after notice by
Andrews to World; (v) the discontinuation of, diminution in the benefits payable
under, or material adverse amendment or alteration of (whether it impacts all
participants or only Andrews individually) any compensation, bonus or benefit
plan or arrangement in which Andrews was entitled to participate as of the
Commencement Date and which constitutes a material part of Andrews' total
compensation and benefits, unless an economically equivalent substitute
arrangement or benefit reasonably acceptable to Andrews, in each case unless
such event is corrected within seven (7) days after notice by Andrews to World
of such event; or (vi) the occurrence of a Change in Control (as defined in
Section 5(g) below) with respect to World.

                 (f) ACCELERATION OF SALARY, BONUS AND BENEFITS IF WITHOUT CAUSE
OR FOR GOOD REASON. In the event of termination by World without Cause and other
than for death or disability, or by Andrews with Good Reason, (i) World shall
within fifteen (15) days after the date of termination pay Andrews, in one
lump-sum payment, the total amount of his entire salary and bonus which would
otherwise become due and payable under Sections 4(a) and 4(b) through the third
anniversary of the date of termination (or, in the case of any bonus not yet
determined, such bonus shall be paid within five (5) days after the amount of
such bonus is regularly determined), discounted to present value at the time of
payment at an annual discount rate of 8%; (ii) any stock options to which
Andrews was or may have become entitled, whether or not granted or vested as of
the date of termination, shall be immediately granted and become immediately
vested and exercisable; and (iii) the fringe benefits described in Section 4(e)
shall continue to be provided to Andrews at World's expense as provided under
Sections 5(d) and 5(e). In the event World fails to make any payment or provide
any benefit that it is required to pay hereunder, the unpaid amount or value of
the benefit will accrue interest at an annual rate equal to the prime rate
charged by World's primary depository bank plus 5%, and Andrews shall be
entitled to reimbursement of all costs, including reasonable attorneys' fees and
costs, incurred by him as a result of any such nonpayment or any actions to
collect the same.

                 (g) CHANGE IN CONTROL. As used herein, a "Change in Control"
shall mean the occurrence of any of the following events or circumstances
subsequent to the date of this Agreement, it being agreed that no circumstance
or event occurring on or before the date of this Agreement shall constitute a
Change in Control:

                          (i) The  acquisition  by an  individual,  entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") other than a trustee or
other fiduciary holding securities under an employee benefit plan of World (a
"Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 50% or more of either the then outstanding shares of
common stock of World (the "Outstanding World Common Stock") or the combined
voting power of the then outstanding voting securities of World entitled to vote
generally in the election of directors (the "Outstanding World Voting
Securities");

                          (ii) There occurs any acquisition, merger or
consolidation of World, by, with or into any other corporation (other than a
wholly-owned subsidiary of World) and individuals who are directors of World
immediately prior to the time the agreement of acquisition, merger or
consolidation is executed shall fail to constitute a majority of the board of
directors of the survivor or successor company at any time after consummation of
the transaction; or
                          (iii) The shareholders of World approve a sale or
disposition by World of all or substantially all of its assets or a plan of
dissolution and liquidation of World.

                 (h) GROSS-UP FOR EXCISE TAXES. In the event any payment under
this Section 5 or otherwise to or for the benefit of Andrews (determined without
regard to any additional payments required under this Section 5(h))(a "Payment")
would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended, or any interest or penalties are incurred by
Andrews with respect to such excise tax (collectively, the "Excise Tax"), then
Andrews shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by Andrews of all taxes
(including income taxes and interest and penalties imposed with respect to such
taxes) and the Excise Tax imposed on the Gross-Up Payment, Andrews retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments.
All determinations required to be made under this Section 5(h) shall be made by
World's regular independent auditors as of the date of termination of Andrews'
employment hereunder, and all fees and expenses of such auditors shall be borne
by World.

        6. COMPANY PROPERTY. Upon the termination of Andrews' employment under
this Agreement, Andrews shall be entitled to retain, as his own property, mobile
telephones, notebook computers and related peripherals, other electronic
equipment, furnishings, and other property issued to Andrews in the course of
his employment; provided, however, that Andrews shall be responsible for any
service contracts, license fees, or similar costs relating to the period
subsequent to termination.

        7. CONFIDENTIALITY. Andrews shall not, during the term of this Agreement
or thereafter, disclose to anyone (except to the extent reasonably necessary for
Andrews to perform his duties hereunder or as may be required by law) any
confidential information concerning the business or affairs of World or of any
affiliate or subsidiary of World, including but not limited to lists of and
records relating to customers, business plans, business negotiations, market
information, financial and cost information, and scientific and technical
information (whether of World or entrusted to World by a third party under a
confidentiality agreement or understanding) which Andrews shall have acquired in
the course of, or incident to, the performance of his duties pursuant to the
terms of this Agreement or pursuant to any prior dealings with World or any
affiliate or subsidiary of World. Andrews shall hold in strictest confidence, as
a fiduciary, any and all such confidential information, and shall comply with
all instructions of World for preservation of the confidentiality of such
information.

        8. NONCOMPETE. For a period of one (1) year following the date of
termination of Andrews' employment hereunder other than by World without Cause
or by Andrews for Good Reason, Andrews will not, directly or indirectly, whether
as an owner, partner, shareholder, consultant, agent, employee, co-venturer or
otherwise, or through any other person or entity, engage in the business of
selling and/or providing ACMI leases or any other business which is competitive
with World's business within World's existing or expanded business markets.

        9. NON-DISPARAGEMENT. Following termination of Andrews' employment for
any reason, each of World and Andrews shall not, except as otherwise required by
applicable securities laws, stock exchange listing requirements, and other
applicable laws, make any disparaging or derogatory statements regarding the
other in any communication likely to become public.

        10. BENEFICIARY. Any payments to which Andrews is entitled under this
Agreement shall, in the event of his death, be made to his wife or such other
persons as Andrews shall designate in writing to World from time to time. If no
such beneficiaries survive Andrews, such payments shall be made to Andrews'
estate.

        11. ARBITRATION OF DISPUTES. Any controversy or claim arising out of or
relating to the employment relationship between Andrews and World, this
Agreement or any breach thereof shall be settled by arbitration in accordance
with the laws of the Commonwealth of Virginia by three arbitrators, one of whom
shall be appointed by World, one by Andrews and the third by the first two
arbitrators. If the first two arbitrators cannot agree on the appointment of a
third arbitrator, then the third arbitrator shall be appointed by the American
Arbitration Association in Washington, D.C. Such arbitration shall be conducted
in Washington, D.C. in accordance with the rules of the American Arbitration
Association. Judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof. The party against whom the arbitrators
shall render an award shall pay the other party's reasonable attorneys' fees and
other reasonable costs and expenses in connection with the enforcement of its
rights under this Agreement (including the enforcement of any arbitration award
in court), unless and to the extent the arbitrators shall determine that under
the circumstances recovery by the prevailing party of all or a part of any such
fees and costs and expenses would be unjust.

         12. ASSIGNMENT; SUCCESSORS AND ASSIGNS, ETC. Neither World nor Andrews
may make any assignment of this Agreement or any interest herein, by operation
of law or otherwise, without the prior written consent of the other party;
provided, however, that World may assign its rights under this Agreement without
the consent of Andrews in the event that World shall hereafter effect a
reorganization, consolidate with or merge into any other Person, or transfer all
or substantially all of its properties or assets to any other Person. This
Agreement shall inure to the benefit of and be binding upon World and Andrews,
their respective successors, executors, administrators, heirs and permitted
assigns.

         13. ENFORCEABILITY. If any portion or provision of this Agreement shall
to any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

         14. WAIVER. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party. The failure of any party to
require the performance of any term or obligation of this Agreement, or the
waiver by any party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.

         15. NOTICES. Any notices, request, demands and other communications
provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by registered or certified mail, postage prepaid (in which
case notice shall be deemed to have been given on the third day after mailing),
or by overnight delivery by a reliable overnight courier service (in which case
notice shall be deemed to have been given on the day after delivery to such
courier service) to Andrews at the last address Andrews has filed in writing
with World or, in the case of World, at its main offices, attention of the
Board.

         16. ENTIRE AGREEMENT; AMENDMENT. This Agreement may be amended or
modified only by a written instrument approved by each of the Board of World and
the Compensation Committee thereof, signed by Andrews and by a duly authorized
representative of World. This Agreement, constitutes the entire agreement
between the parties with respect to the subject matter hereof and no agreements
or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.

        17. GOVERNING LAW. This is a Virginia contract and shall be construed
under and be governed in all respects by the laws of the Commonwealth of
Virginia, without giving effect to the choice of law principles of any state.

        IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by World, by its duly authorized officer, and by Andrews, as of the
date first above written.


                                       WORLD AIRWAYS, INC.



                                       By____________________
                                       Name:
                                       Title:


                                       December __, 1997
                                       T. COLEMAN ANDREWS, III



                                       -----------------------
                                       December __, 1997

<PAGE>

                                    EXHIBIT A


                           DUTIES AND RESPONSIBILITIES



A.       Lead and coordinate the activities of the World Airways Board of
         Directors related to general corporate governance.

B.       Preside over the Executive Committee of the Board when it is acting in
         lieu of the full Board between Board meetings.

C.       Review the strategic and financial progress of the business and, if
         appropriate, suggest to the Board strategic or financial issues that
         warrant consideration by the Board.

D.       Provide leadership, as reasonably requested by the CEO of World or by
         the Board, for major transactions with vendors, financial providers or
         customers in situations that warrant such involvement.