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Exhibit 10.4
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                                  AMENDMENT ONE
                                     TO THE
                              EMPLOYMENT AGREEMENT

      THIS AMENDMENT ONE, dated May 1, 2001, to the Employment Agreement dated
June 1, 1999, (the "Agreement") between World Airways, Inc., a Delaware
corporation ("World" or the "Company"), and Andrew Gilbert Morgan, Jr.
("Morgan").

      WHEREAS, the original Agreement provided Mr. Morgan the opportunity to
terminate the Agreement for Good Reason if, among other things, the Company
relocated its general and administrative offices to an area other than the
Washington, D.C. Standard Metropolitan Statistical Area; and

      WHEREAS, the Company does not want Mr. Morgan to terminate his employment
for Good Reason at this time; and

      WHEREAS, after the relocation of Company headquarters to Peachtree City,
Georgia, Mr. Morgan wishes to have the same protection in the event the
Company's headquarters are moved outside the Atlanta Standard Metropolitan
Statistical Area; and

      WHEREAS, in order to provide stability for both the Company and Mr. Morgan
after the relocation of Company headquarters to Peachtree City, Georgia, both
parties wish to extend the Term of this Agreement.

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

1.  Effective May 1, 2001, Section 2. Term is deleted in its entirety and
    replaced with the following:

      Section 2. Term. The period of employment shall be from May 1, 2001
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      through June 30, 2005, unless further extended or sooner terminated as
      hereafter set forth. In the absence of notice from the Chairman of the
      Board ("Chairman") that this Agreement will not be renewed, this Agreement
      shall be renewed on the same terms and conditions for one year from the
      date of expiration. Not later than January 1, 2005, Morgan shall initiate
      discussion with the Chairman regarding the renewal of this Agreement. At
      that time, if Morgan wishes to renew this Agreement on different terms,
      Morgan shall give written notice to the Chairman. If the Chairman does not
      wish to renew this Agreement, or wishes to renew this Agreement on
      different terms, the Chairman shall give written notice to Morgan not
      later than January 31, 2005. If the Chairman gives such a notice and the
      parties do not agree in writing to an extension of this Agreement, it will
      expire at the end of the Term.

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2.   In section 5(e), Termination, By Morgan for Good Reason, beginning on the
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     fourth line, delete "Washington D.C. Standard Metropolitan Statistical
     Area" and replace it with "Atlanta, Georgia, Standard Metropolitan
     Statistical Area."

3.   Except as amended hereby, all of the terms and conditions set forth in the
     Agreement shall remain the same and in full force and effect. Capitalized
     terms used but not defined herein shall have the same meaning as in the
     Agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number
One as of the date and year first above written.

                                         WORLD AIRWAYS, INC.

                                         By:  ______________________________
                                              Hollis L. Harris
                                              Chairman and CEO

                                              ______________________________
                                              Andrew G. Morgan, Jr.