AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

This Amended and Restated 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 8th day of July, 1999, and
restates, amends and replaces in its entirety without a break in continuity, the
Employment Agreement in effect between the parties dated May 1, 1999.

WHEREAS, Harris is serving as World's Chief Executive Officer and Chairman of
the Board of Directors, and

WHEREAS, Harris relinquished the position of President to Mr. Andrew G. Morgan
effective June 1, 1999, and

WHEREAS, Harris and the Company wish to correct the provision relating to
exercisability of options in the event of a Change in Control (as defined
herein).

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 Chief Executive
Officer and Chairman of the Board with the duties performed as of June 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 (i) 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 2, 1999 (the "Option Agreement No.
       1"), and (ii) 900,000 options to purchase World's Common Stock pursuant
       to the 1999 Chief Executive Stock Option Plan (the "CEO Plan") as set
       forth in the Stock Option Agreement between World and Harris dated April
       2, 1999 (the two option grants together referred to as the "Options"). In
       the event of a Change in Control as defined below, all Options granted
       shall be immediately exercisable.

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

       (d) 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.

       (e) 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.

       (f) 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.

       (g) 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").

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
       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, Executive Committee


                                     ___________________________________
                                     Hollis L. Harris