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Exhibit 10.18
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                               WORLD AIRWAYS, INC.

                           KEY EMPLOYEE RETENTION PLAN

         1. Purpose. Because of the significant uncertainty created by the
current financial difficulties of World Airways, Inc. ("World") and the risk of
loss or distraction of key employees that may result, to the detriment of World
and its creditors and stockholders, the Board of Directors of World has
determined that appropriate steps should be taken to assure World of the
continued employment and attention and dedication to duty of its key employees
while World attempts to restructure its debt and equity. This Plan is intended
and is being adopted to provide an incentive to certain officers and other key
executive and management employees of World (a) to remain in the employ of World
and (b) to facilitate a long-term restructuring of World.

         2. Certain Definitions. As used herein, the following terms shall have
the respective meanings set forth below, unless the context clearly requires
otherwise. Certain other capitalized terms have the meanings set forth in the
sections hereof where they are defined.

            "Award Letter" means a letter from the Committee to an employee
informing such employee of his or her selection as a Participant and setting
forth the amount of Severance Benefits and the duration of other severance
benefits that the Participant will be entitled to receive in accordance with
Section 4 hereof and the amount of Retention Payment (if any) that the
Participant will be entitled to receive in accordance with Section 5 hereof.

            "Beneficial Owner" has the meaning given such term in Rule 13d-3
under the Securities Exchange Act of 1934, as amended, as such rule is in effect
on the date of adoption of this Plan by the Board; provided that any Person that
has the right to acquire any outstanding securities entitled to vote generally
in the election of directors at any time in the future, whether such right is
contingent or absolute, pursuant to any agreement, arrangement, or
understanding, or upon the exercise of conversion rights, warrants or options or
otherwise, shall be deemed the Beneficial Owner of such securities.

            "Board" means the Board of Directors of World.

            "World" means World Airways, Inc. or any Successor thereto.

            "Change of Control" means a Change of Control of World. A Change of
Control shall occur when:

        (i)   all or substantially all of World's assets are sold as an entirety
              to any person or related group of persons;


        (ii)  there shall be consummated any consolidation or merger of World
              (A) in which World

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              is not the continuing or surviving corporation (other than a
              consolidation or merger with a wholly owned subsidiary of World in
              which all shares of Commom Stock outstanding immediately prior to
              the effectiveness thereof are changed into or exchanged for the
              same consideration) or (B) pursuant to which the Common Stock
              would be converted into cash, securities or other property, except
              in the case of a consolidation or merger of World described in (A)
              or (B) in which the holders of the Common stock immediately prior
              to the consolidation or merger have, directly or indirectly, at
              least a majority of the total voting power of all classes of
              capital stock entitled to vote generally in the election of
              directors of the continuing or surviving corporation immediately
              after such consolidation or merger in substantially the same
              proportion as their ownership of common Stock immediately before
              such transaction;

        (iii) any person, or any persons acting together which would constitute
              a "group" for purposes of Section 13(d) of the Exchange Act (a
              "Group"), together with any Affiliates thereof, excluding for
              purposes of this clause, World Corp, Inc., shall beneficially own
              (as defined in rule 13d-3 under the Exchange Act) at least 50% of
              the total voting power of all classes of capital stock of the
              Company entitled to vote generally in the election of directors of
              World;

        (iv)  at any time during any consecutive two-year period, individuals
              who at the beginning of such period constituted the Board of
              Directors of the Company (together with any new directors whose
              election by such Board of Directors or whose nomination for
              election by the stockholders of World was approved by a vote of
              66-2/3% of the directors then still in office who were either
              directors at the beginning of such period or whose election or
              nomination for election was previously so approved) cease for any
              reason to constitute a majority of the Board of Directors of World
              then in office; or

        (v)   World is liquidated or dissolved or adopts a plan of liquidation
              or dissolution;

                  "Committee" means the Key Employee Retention Plan Committee of
the Board or any other committee established by the Board to administer this
Plan.

                  "For Cause" means (i) the continuing and willful failure of a
Participant to substantially perform his or her assigned duties after a
reasonable period has elapsed following the delivery to the Participant of a
demand for substantial performance by World that specifically identifies the
manner in which World believes (using the standard of a reasonable disinterested
person experienced and knowledgeable in the duties that are assigned to the
Participant) that the Participant has not substantially performed his or her
duties; or (ii) willful acts or omissions on the part of the Participant with
the intent to injure World, if such acts or omissions would be considered
injurious to World by a reasonable disinterested person experienced and
knowledgeable in the duties that are assigned to the Participant, but not where
such acts or omissions were done in the reasonable belief that such acts or
omissions were in the best interest of World and its Subsidiaries; or (iii)
willful acts of dishonesty or moral turpitude intended to result in substantial
personal enrichment at the expense of World or that have a material adverse
effect on the business or reputation of World.

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                  "Good Reason" for any Participant means the occurrence of any
one or more of the following events:

                  (i)   the assignment to the Participant of any duties
                  inconsistent with the Participant's status as an executive or
                  management employee of World by which the Participant is
                  employed, or a substantial adverse alteration in the nature or
                  status of the Participant's responsibilities;

                  (ii)  the reduction of the Participant's annual base salary,
                  as may occur as a result of or the reduction of any actual or
                  targeted payments under any annual incentive or bonus plan or
                  program maintained by the World by which the Participant is
                  employed (to the extent that the Participant is participating
                  therein), except that Participant agrees to participate
                  equally, on a percentage basis, in any across the board salary
                  reductions approved by senior management;

                  (iii) the failure by World to continue in effect any
                  compensation or benefit plan (including, without limitation,
                  pension, life insurance, flexible perquisite, medical,
                  accident, disability, sick leave, and vacation plans and
                  policies) in which the Participant participates that is
                  material to the Participant's total compensation, or any
                  substitute plans, unless an equitable arrangement (embodied in
                  an ongoing substitute or alternative plan) has been made with
                  respect to such plan, or the failure of World to continue the
                  Participant's participation in any such plan (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 the Participant's participation relative to
                  other employees of a comparable level of responsibility; or


                  (iv)  the requirement by World that the Participant be based
                  at any office or location that is not with 50 miles of the
                  office or location at which the Participant was based
                  immediately prior to the Change of Control, except for
                  required travel on World's business to an extent substantially
                  consistent with the Participant's business travel obligations
                  prior to the Change of Control;

provided that, if any event described in clauses (i) through (iv) above occurs
For Cause, such event shall not constitute Good Reason.

                  "Corp." means WorldCorp, Inc. and any Successor thereto.

                  "Participant" means any employee of World who is designated by
the Committee as being entitled to benefits under this Plan pursuant to an Award
Letter.

                  "Person" means any individual, firm, corporation, partnership,
trust, or other entity.

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                  "Retention Payment" means an amount payable in accordance with
Section 5 hereof.

                  "Severance Benefit" means the benefit payable in accordance
with Section 4 hereof.

                  "Severance Period" means, for any Participant, the period
specified in such Participant's Award Letter during which certain benefits will
continue to be provided pursuant to Section 4.3(ii).

                  "Successor" of a Person means another Person that acquires
more than 50% of the combined voting power of such Person's securities or more
than 50% of the assets of such Person.

         3.       Eligibility.

                  3.1 Participation. Severance Benefits, Retention Payments, or
both shall be granted under the Plan by the Committee to selected officers and
other key executive and management employees of World whom the Committee shall
select from time to time prior to expiration or termination of the Plan. The
Committee will inform such individuals by an Award Letter of their selection as
Participants under the Plan and the benefits to which they are entitled under
this Plan.

                  3.2 Duration of Participation. A Participant shall cease to be
a Participant when he or she ceases to be an active employee of World, unless
such Participant is then entitled to payment of a Severance Benefit or Retention
Payment as provided in this Plan. A Participant entitled to payment of a
Severance Benefit or Retention Payment shall remain a Participant until the full
amount of such Severance Benefit of Retention Payment, as the case may be, has
been paid to the Participant.

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         4.       Severance Benefits.

                  4.1 Right to Severance Benefits. A Participant shall be
entitled to receive from World the Severance Benefits specified in Section 4.3
if a Change of Control has occurred and if, within 24 months thereafter, the
Participant's employment by World shall terminate for any reason specified in
Section 4.2.1.

                  4.2 Termination of Employment.

                      4.2.1  Terminations that Give Rise to Severance Benefits.
In the event that a Participant's employment with World terminates for any of
the following reasons within 36 months after a Change of Control, such
Participant will be entitled to receive Severance Benefits:

                                       (a) termination by World of the
                             Participant's employment for any reason other than
                             For Cause; or

                                       (b) termination by a Participant of the
                             Participant's employment with World for Good
                             Reason.

                      4.2.2  Terminations that Do Not Give Rise to Severance
Benefits. A Participant will not be entitled to receive Severance Benefits if
his or her employment with World is terminated for any of the following reasons,
regardless of the occurrence of a Change of Control:

                                       (a) termination of the Participant's
                             employment by World For Cause;

                                       (b) termination of the Participant's
                             employment by the Participant other than for Good
                             Reason;

                                       (c) termination of the Participant's
                             employment by reason of death, illness or injury
                             that has prevented the Participant from performing
                             his or her duties (as they existed immediately
                             prior to such illness or injury) on a full-time
                             basis for 26 consecutive weeks, or retirement in
                             accordance with the normal policies of World.

                  4.3 Severance Benefits. If a Participant's employment with
World terminates under circumstances entitling the Participant to receive
Severance Benefits, as provided in Section 4.2.1 hereof:

                             (i) World shall pay the Participant in cash the
                      amount of Severance Benefit specified in the Participant's
                      Award Letter, which

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                      payment shall be paid, at the election of the Participant,
                      either in a lump sum or in equal installments on the last
                      day of each calendar month following such termination
                      during the Severance Period specified in the Award Letter,
                      provided that the amount of Severance Benefit payable to
                      any Participant shall not exceed 150 percent of the annual
                      base salary of the Participant in effect immediately prior
                      to the Change of Control less one dollar; and

                          (ii) the Participant and his or her dependents and
                      immediate family, if any, shall be entitled to continue
                      participation in the life, medical, accident, and
                      disability insurance plans and policies of World, until
                      the earlier of the last day of the Severance Period
                      specified in the Participant's Award Letter or the date on
                      which the Participant becomes eligible for coverage under
                      a comparable plan of a new employer.

                  4.4 Other Benefits. The benefits under this Plan shall be in
addition to, and not in lieu of, all other accrued or vested or earned but
deferred compensation, rights, or other benefits that may be owed to a
Participant following termination of employment with World, provided that the
amount of any Severance Benefits payable under Section 4.3(i) hereof shall be
reduced by amounts payable under any existing plan, agreement, or applicable law
as a result of termination of a Participant's employment with World and a
Participant will be entitled to continuation of other benefits following any
such termination under either Section 4.3(ii) hereof or the terms of any other
applicable plan, agreement, or law, whichever is more favorable to the
Participant.

         5.       Retention Payments.  In the event that a Restructuring
Transaction is consummated within three years after the date on which this Plan
is adopted by the Board, each Participant who is an employee of World on the
date on which the Restructuring Transaction is consummated and who has been
issued an Award Letter providing for a Retention Payment will be entitled to
receive payment in cash, within 30 days thereafter, of a Retention Payment in
the amount set forth in the Participant's Award Letter.

         6.       Successor to World or Subsidiary. This Plan shall bind any
Successor (whether direct or indirect, by purchase, merger, consolidation, or
otherwise), in the same manner and to the same extent as World would be
obligated under this Plan if no succession had taken place. In the case of any
transaction in which a Successor would not, by the foregoing provision or
operation of law, be bound by this Plan, World shall require such Successor
expressly and unconditionally to assume and agree to perform the obligations of
World under this Plan, in the same manner and to the same extent that World
would be required to perform if no such succession had taken place.

         7.       Duration, Amendment and Termination of Plan

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          7.1 Duration. If a Change of Control or Restructuring Transaction has
not occurred within three years after the date on which this Plan is adopted by
the Board, this Plan shall be terminated unless otherwise expressely amended by
the Board to continue to be effective as provided in Section 7.2. If a Change of
Control or Restructuring Transaction occurs within three years after the date on
which this Plan is adopted by the Board, this Plan shall continue in full force
and effect and shall not be subject to termination or expiration until after all
Participants who become entitled to receive Severance Benefits or Retention
Payments hereunder shall have received such payments in full.

          7.2 Amendment and Termination. This Plan may not be terminated or
amended within three years after the date on which this plan is adopted by the
Board in any manner that would have the effect of reducing the benefits provided
under the Plan to Participants. Unless a Change of Control or Restructuring
Transaction has occurred, this Plan may be terminated or amended in any respect
after three years following the date on which this Plan is adopted by the Board
by a resolution adopted by a least two-thirds of the members of the Board. Upon
the occurrence of a Change of Control or Restructuring Transaction, this Plan
shall no longer be subject to amendment, change, substitution, deletion,
revocation, or termination in any respect whatsoever until after all
Participants who become entitled to receive Severance Benefits or Retention
Payments hereunder shall have received such payments in full.

          7.3 Form of Amendment. The form of any amendment or termination of
this Plan shall be a written instrument signed by a duly authorized officer of
World, certifying that the amendment or termination has been approved by the
Board or the Committee, as the case may be. An amendment of this Plan permitted
hereunder shall automatically effect a corresponding amendment to all
Participants' rights hereunder. A termination of this Plan permitted hereunder
shall automatically effect a termination of all Participants' rights and
benefits hereunder.


          7.4 Effect of Bankruptcy Filing. In the event that World becomes a
debtor in reorganization proceedings, the Board intends to seek approval of the
bankruptcy court for the assumption of this Plan or the adoption of a plan
conferring benefits substantially similar to those contained herein.

    8.    Administration. The Committee shall administer this Plan. The
Committee shall have the authority to control and manage the administration and
operation of this Plan, which authority shall include, but not be limited to,
the authority to amend the Plan in accordance with Section 7 hereof. The
Committee shall from time to time as it may deem appropriate determine those
employees of World that will be Participants in this Plan, in its sole
discretion. The Committee may adopt such rules and regulations under this Plan
as its deems appropriate and interpret the Plan; provided that no
interpretation, rule, or regulation shall be inconsistent with the provisions or
stated purpose of the Plan. The Committee may engage the services of other
persons to render advice with regard to its administration of the Plan. The
Committee may

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delegate its authority hereunder as its deems appropriate.

     9.   Miscellaneous.

          9.1 Disclaimer of Employment Rights. Neither this Plan nor any Award
Letter issued hereunder constitutes or shall be deemed a contract of employment.
Participation in this Plan does not give any Participant the right to be
retained in the employment of World. Except as provided otherwise in a separate
employment agreement with a Participant, the status of each Participant shall
remain that of an "employee at will."

          9.2 Legal Proceedings. World will pay all reasonable attorney and
other related legal fees and expenses incurred by any Participant in his or her
efforts to enforce his or her rights hereunder if the Participant's employment
with World is terminated following a Change of Control under circumstances
specified in Section 4.2.1 and the Participant brings an action at law or in
equity within 36 months thereafter to enforce the Participant's perceived rights
hereunder.

          9.3 Validity and Severability. The invalidity or unenforceability of
any provision of this Plan shall not affect the validity or enforceability of
any other provision of this Plan, which shall remain in full force and effect,
and any prohibition or unenforceability of any provision of this Plan in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

          9.4 ERISA. This Plan is intended to constitute an unfunded welfare
plan maintained for the purpose of providing benefits for a select group of
management or highly compensated employees within the meaning of regulations
published under the Employment Retirement Income Security Act of 1974, as
amended (29 C.F.R. ss. 2520.104-24).

          9.5 Governing Law. This Plan shall be construed and administered in
accordance with the internal laws of the State of Virginia to the extent such
laws are not preempted by the laws of the United Sates of America.

                                  * * *

     Adopted by the Board of Directors, or a duly authorized committee thereof,
on December 17, 1998.

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