AMENDMENT NUMBER 1
                                       TO
                              EMPLOYMENT AGREEMENT

This Amendment Number 1 to the Employment Agreement dated October 15, 1998,
between World Airways, Inc., a Delaware corporation and Serge Feller
(hereinafter referred to as the "Agreement") is entered into this 22nd day of
January 1999.

WHEREAS, the parties desire to continue Mr. Feller's employment, and to renew
the Agreement on different terms to modify Mr. Feller's protections in the event
of a change of control.

NOW, THEREFORE, in consideration of the foregoing and other mutual
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree to amend the Agreement in its entirety as follows:

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT dated as of January 22, 1999 (the "Agreement"), is by
and between World Airways, Inc., a Delaware corporation, its successors and
assigns (hereinafter "World") and Serge F. Feller (Feller).

WHEREAS, Feller has agreed to serve as World's Executive Vice President for
Sales and Marketing, as of the date hereof;

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

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

2. TERM. The period of employment shall be from the date first written above
through October 15, 1999, unless further extended or sooner terminated as
hereinafter set forth. Not less than 180 days prior to the expiry of this
Agreement, Feller shall initiate discussions with the President and CEO
regarding the renewal of the Agreement. If World does not wish to renew this
Agreement at its expiration, or wishes to renew on different terms, World shall
give written notice to Feller at least 180 days prior to the Agreement's
expiration. If Feller wishes to renew this Agreement on different terms, Feller
shall give written notice to World at least 180 days prior to the its
expiration. In the absence of notice, this Agreement shall be renewed on the
same terms and conditions for successive terms of one year from the date of
expiration.

3. POSITION AND DUTIES. Feller shall continue to serve as Executive Vice
President of Sales and Marketing with the duties performed as of the date
hereof, as those duties may be changed from time to time. The President and CEO
will have reasonable latitude to make changes in Feller's responsibilities,
except that Feller's responsibilities may not be modified in a way that would be
nconsistent with the status of a company executive. Following a Change of
Control (as hereinafter defined), Feller's responsibilities may not be changed
without mutual agreement. Feller 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. Feller shall devote all of his working time, attention,
knowledge and skills solely to the business and interest of World. Feller may
not accept any other engagement with or without compensation which would affect
his ability to devote all of his working time and attention to the business and
affairs of World without the prior written approval of the President and CEO.
Feller agrees to accept assignments on behalf of World or affiliated companies
commensurate with his responsibilities hereunder, except that the terms and
conditions of assignments exceeding 60 consecutive days outside the Washington,
D.C. metropolitan area will require mutual agreement.

4.       COMPENSATION AND RELATED MATTERS.

         (a) BASE SALARY. Feller shall receive a minimum salary of $200,000 per
         annum payable in accordance with the payroll procedures for World's
         salaried employees in effect during the term of this Agreement.

         (b) ELIGIBILITY FOR BONUSES. Feller shall be eligible to receive an
         annual bonus pursuant to World's 1998 management incentive compensation
         plan and successor plans, if any, as the Board of Directors may adopt
         from time to time. A copy of the 1998 Plan is attached as Exhibit A
         hereto.

         (c) PERFORMANCE STOCK OPTIONS. Feller has been granted options to
         purchase World's Common Stock, par value $.001 per share ("World
         Airways Common Stock") pursuant to the 1995 World Airways Stock Option
         Plan (the "Plan") as set forth in the Stock Option Agreement between
         World and Feller dated this same date (the "Option Agreement"), a copy
         of which is attached as Exhibit B hereto.

         (d) BUSINESS EXPENSES. Feller 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. Feller shall be entitled to participate in all
         employee benefit plans made available from time to time to all
         executives of World in accordance with the terms of such plans.

         (f) PERSONNEL POLICIES, CONDITIONS AND BENEFITS. Except as otherwise
         provided herein, Feller's employment shall be subject to the personnel
         policies and benefits plans which apply generally to World's employees
         as the same may be interpreted, adopted, revised or deleted from time
         to time, during the term of this Agreement, by World in its sole
         discretion. While this Agreement is in effect, Feller 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 Feller
         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 Feller in
         defending any such civil, criminal, administrative or investigative
         action, suit or proceeding and maintain directors' and officers'
         liability insurance coverage (including coverage for securities-related
         claims) upon substantially the same terms and conditions as set forth
         in the Indemnification Agreement of even date herewith between Feller
         and World Airways, Inc. (the "Indemnity Agreement").

5.       TERMINATION OF EMPLOYMENT.

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

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

         (c)      BY WORLD FOR CAUSE.

                  (i) Except under the circumstances set forth in 5(c)(ii)
                  below, the President and CEO of World may terminate this
                  Agreement, subject to Section 6(f) and those provisions that
                  survive this Agreement, for Cause. "Cause" shall be defined as
                  (A) sustained performance deficiencies which are communicated
                  to Feller in written performance appraisals and/or other
                  written communications (including, but not limited to memos
                  and/or letters) by the President and CEO of World, (B) gross
                  misconduct, including significant acts or omissions
                  constituting dishonesty, intentional wrongdoing or
                  malfeasance, whether or not relating to the business of World,
                  (C) commission of a felony or any crime involving fraud or
                  dishonesty, or (D) a material breach of this Agreement.

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

         (d) BY WORLD FOR OTHER THAN CAUSE. In the event the Board of Directors
         terminates this Agreement for reasons other than Cause or Disability as
         defined in sub-paragraph (c) above, World will pay to Feller within ten
         (10) days of notice of termination (or, in the case of incentive bonus
         compensation, within ten (10) days of determination of amounts payable
         under the applicable bonus plan) the greater of eighteen month's base
         salary, or the undiscounted remainder of his base salary, in each case
         including deferred salary and/or bonus compensation, payable under this
         Agreement. In addition, all granted but unvested stock options under
         the Option Agreement shall become immediately exercisable. In the event
         that any payment to Feller under this paragraph is subject to any
         federal or state excise tax, World shall pay to Feller 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 Feller agrees to assist World
         Airways by using his best efforts to structure matters so that any
         payment to Feller 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 Feller 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 Feller 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 Feller as to whether the termination was for Cause,
         that issue shall be submitted by Feller 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 FELLER FOR GOOD REASON. Feller may terminate his employment
         hereunder (for purposes of this Agreement "Good Reason") after giving
         at least 30 days notice in the event that, without Feller's consent:
         (i) World relocates its general and administrative offices or
         Feller's place of employment to an area other than the Washington, D.C.
         Standard Metropolitan Statistical Area, (ii) he is assigned any duties
         substantially inconsistent with Section 3 hereof, (iii) World reduces
         his annual base salary as in effect on the date hereof or as the same
         may be increased from time to time; (iv) World fails, without Feller's
         consent, to pay Feller 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 Feller participates which is
         material to Feller's total compensation, unless an equitable
         arrangement (embodied in an ongoing substitute or alternative plan) has
         been made with respect to such plan, or to continue Feller's
         participation therein (or in such substitute or alternative Plan) on a
         basis not materially less favorable, both in terms of the amount of
         benefits provided and the level of Feller's participation relative to
         other participants; (vi) World fails to continue to provide Feller with
         benefits substantially similar to those enjoyed by Feller under any of
         World's pension, life insurance, medical, health and accident, or
         disability plans in which Feller was participating, World takes any
         action which would directly or indirectly materially reduce any of such
         benefits or deprive Feller of any material fringe benefit enjoyed by
         Feller, or World fails to provide Feller with the number of paid
         vacation days to which Feller is entitled hereunder; (vii) World
         terminates, or proposes to terminate, Feller's employment hereunder
         contrary to the requirements of Section 5(c) hereof (for purposes of
         this Agreement, no such termination or purported termination shall be
         effective) and Feller 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 Feller 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 FELLER FOR OTHER THAN GOOD REASON. Notwithstanding the above,
         Feller may upon giving reasonable notice, not to be less than 30 days,
         terminate this Agreement without further obligation on the part of
         Feller 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 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 Feller 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 Feller's employment,
         whether voluntary or involuntary, Feller shall return all company
         property, including without limitation all electronic and paper files
         and documents and all copies thereof.

6. CONFIDENTIALITY/RESTRICTIVE COVENANT.

         (a) Feller 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. Feller 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, Feller 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 Feller's termination;

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

         (c) Feller 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 Feller's ability to earn a livelihood. The parties agree that in
         the event any of the restrictions in this Agreement are found to be
         overbroad or unreasonable by a tribunal or court of competent
         jurisdiction, the parties agree that this Agreement should be enforced
         to the maximum extent allowed by applicable law, and the parties
         authorize and request such court or tribunal to determine the maximum
         time, geographic area, activity and other applicable limitations
         allowable by law and to reform the applicable provisions to such
         maximum limitations.

         (d) Feller 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, Feller expressly agrees that,
         in addition to any and all monetary damages and other remedies and
         relief available to World as a result of Feller's violation or breach
         of this Agreement, World shall be entitled to an injunction restraining
         Feller 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, Feller 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 Feller 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
Feller's death, or otherwise due upon his death, shall be such person or persons
as Feller shall designate in writing to World. If no such beneficiary shall
survive Feller, 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 Feller, either solely or jointly with other person(s), (1)
         during Feller's period of employment by World, during working hours;
         (2) during the period after termination of his employment during which
         he is retained by World as a consultant; or (3) with use of World's
         intellectual property or Confidential Information, shall be the sole
         and exclusive property of World without royalty or other consideration
         to Feller.

         (b) Feller 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) Feller 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) Feller 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. Feller 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
Agreem ent 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.
                                                 President and CEO



                                                 ____________________________
                                                 Serge F. Feller