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Exhibit 10.5
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Confidential

Mr. Andrew G. Morgan, Jr.
1478 Sweet Bottom Circle
Marietta, GA  30064

Ref: Agreement and General Release

Dear Gil:

         We are in agreement that it is in our mutual best interests to end our
relationship. Accordingly, World Airways, Inc., its parent corporation,
affiliates, subsidiaries, divisions, successors and assigns and the current and
former employees, officers, directors and agents thereof (collectively referred
to throughout this Agreement as "Employer") and Andrew Gilbert Morgan, Jr., 1478
Sweet Bottom Circle, Marietta, GA 30064, his heirs, executors, administrators,
successors and assigns (collectively referred to throughout this Agreement as
"Employee") agree:

         1.  Last Day of Employment. Employee's last day of employment with
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Employer is January 7, 2002. All of your Company issued property must be
collected immediately. This includes but is not limited to the following:

             World Airways ID,
             HLH Building access card,
             Laptop computer,
             Cellular phone,
             Palm Pilot,
             American Express card,
             Executive travel passes, and
             Any UATP cards.

         All outstanding expense reports must be submitted by the close of
business Friday, January 18, 2002, to be considered for payment.

         2.  Consideration. In consideration for signing this Agreement and
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General Release and compliance with the promises made herein, Employer agrees:

         (a) To make payments (deliverable by certified mail or courier)
totaling $450,000.00, less lawful deductions, as follows: After the execution of
this Agreement and General Release and within two business days after receipt of
a letter from Employee in the form attached as Exhibit "A" (deliverable by
certified mail or courier), one lump sum payment in the amount of $250,000.00
payable by World Airways, Inc., check to Andrew G. Morgan, Jr.; And, on or
before the one year anniversary of the execution of this Agreement and General
Release, one lump sum payment in the amount of $100,000.00 payable by World
Airways, Inc., check to Andrew G. Morgan, Jr.; And, on or before the two year
anniversary of the execution of this Agreement and General Release, one lump sum
payment in the amount of $100,000.00 payable by World Airways, Inc., check to
Andrew G. Morgan, Jr. These payments shall be considered settlement of, inter
alia, Employee wage claims but shall not be considered compensation for purposes
of Employer's 401(k) plan.; and

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         (b) Employee's insurance benefits will continue until January 31, 2002.
Thereafter, by paying the applicable employee contribution, Employee will
participate in Employer's health and other insurance benefit programs for a
period of one year from the date of Employee's termination, or until Employee
obtains comparable coverage, whichever is earlier. Thereafter, Employee shall be
entitled to elect to continue such coverage under COBRA, at his own expense.
Employee agrees that if he should replace the health benefits provided
hereunder, he shall notify Employer that the coverage has been replaced within
ten days of obtaining such new coverage.

         3.  Options. All  unexercised  stock  options  shall  be  governed
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according  to the  terms of the  previously  executedagreements between Employer
and Employee.

         4.  Revocation. Employee may revoke this Agreement and General Release
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for a period of seven (7) days following the day he executes this Agreement and
General release. Any revocation within this period must be submitted in writing
to Cindy M. Swinson and state, "I hereby revoke my acceptance of our Agreement
and General Release." The revocation must be personally delivered to Cindy M.
Swinson or her designee, or mailed to Cindy M. Swinson and postmarked within
seven (7) days of execution of this Agreement and General Release. This
Agreement and General Release shall not become effective or enforceable until
the revocation period has expired. If the last day of the revocation period is a
Saturday, Sunday or legal holiday in Georgia, then the revocation period shall
not expire until the next following day which is not a Saturday, Sunday or legal
holiday.

         5.  No Consideration Absent Execution of this Agreement. Employee
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understands and agrees that he would not receive all the monies and/or benefits
specified in paragraph "2" above except for his execution of this Agreement and
General Release and the fulfillment of the promises contained herein.

         6.  General Release of Claim.
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         (a) Employer hereby knowingly and voluntarily releases and forever
discharges Employee of and from any and all claims, known and unknown, which
against Employee, Employer has or may have as of the date of execution of this
Agreement and General Release.

         (b) Employee knowingly and voluntarily releases and forever discharges
Employer of and from any and all claims, known and unknown, which against
Employer, Employee has or may have as of the date of execution of this Agreement
and General Release. However, this Agreement and General Release of claims shall
not invalidate D&O coverage provided to Employee covering his services for
Employer during his employment. This Agreement and General Release of claims
includes, but is not limited to, any alleged violation of:

         .    The National Labor Relations Act, as amended;
         .    Title VII of the Civil Rights Act of 1964, as amended;
         .    The Civil Rights Act of 1991;
         .    Sections 1981 through 1988 of Title 42 of the United States Code,
              as amended;
         .    The Employee Retirement Income Security Act of 1974, as amended;
         .    The Immigration Reform and Control Act, as amended;
         .    The Americans with Disabilities Act of 1990, as amended;
         .    The Workers Adjustment and Retraining Notification Act, as
              amended;
         .    The Occupational Safety and Health Act, as amended;
         .    The Family and Medical Leave Act of 1993;
         .    The Georgia Civil Rights Act, as amended;

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         .    The Georgia Minimum Wage Law, as amended;
         .    Equal Pay Law for Georgia, as amended;
         .    Any other federal, state or local civil or human rights law or any
              other local, state or federal law, regulation or ordinance;
         .    Any public policy, contract, tort, or common law; or
         .    Any allegation for costs, fees, or other expenses including
              attorneys' fees incurred in these matters.

         (c) The general releases contained in Paragraphs 6 and 7 shall not bar
any action, charge or complaint by one party against the other party for breach
of this Agreement and General Release or to specifically enforce any of the
rights to which either party is entitled hereunder.

         7.  No Claims Permitted. Except for any breach of this Agreement and
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General Release, Employee waives his right to file any charge or complaint
against Employer arising out of his employment with or separation from Employer
before any federal, state or local court or any state or local administrative
agency, except where such waivers are prohibited by law. This Agreement,
however, does not prevent Employee from filing a charge with the Equal
Employment Opportunity Commission, any other federal government agency, and/or
any government agency concerning claims of discrimination, although Employee
waives his right to recover any damages or other relief in any claim or suit
brought by or through the Equal Employment Opportunity Commission or any other
state or local agency on behalf of Employee under Title VII of the Civil Rights
Act of 1964 as amended, the Americans with Disabilities Act, or any other
federal or state discrimination law, except where such waivers are prohibited by
law.

         8.  Affirmations. Each party to this Agreement and General Release
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affirms that it has not filed, has not caused to be filed and is not presently a
party to, any claim, complaint, or action against the other party in any forum
or form. Employee further affirms he has no known workplace injuries. The
parties acknowledge that, because of irreconcilable differences regarding
company policy, Employee agrees not to apply for employment in the future with
Employer.

         9.  Confidentiality.  In addition to the confidentiality provisions
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contained in other agreements  previously  executed between Employer and
Employee,

         (a) The parties agree not to disclose any information regarding the
circumstances surrounding the cessation of his employment, or the existence,
terms, or conditions of this Agreement and General Release, to any person or
entity whatsoever, including without limitation, any members of the media
(including, but not limited to, print journalists, newspapers, radio,
television, cable, satellite programs, or Internet media) or any Internet web
page or "chat room," or any other entity or person, with the exception of
Employee's spouse, accountant, tax advisor, and/or attorneys. Notwithstanding
the aforementioned provision, nothing herein shall preclude Employee from
divulging any information to any agency of the federal, state, or local
government pursuant to an official request by such government agency or pursuant
to court order.

         (b) Employee agrees to maintain absolute confidentiality and secrecy
concerning confidential and/or proprietary information obtained from Employer
during the course of employment with Employer. Such information includes, but is
not limited to, any client list, donor list, contribution list, or information
contained therein, or any financial, corporate, or other confidential or
proprietary information of or regarding Employer or any of its clients, donors,
suppliers, vendors, or other persons or entities having a business relationship
with Employer. Employee represents that he does not have possession, custody, or
control of any written or electronic information or materials obtained or
derived from Employer.

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         (c) Employer agrees that when references are requested, it will
disclose only neutral or favorable information, including but not limited to
Employee's dates of employment and job title.

         10. Governing Law and Interpretation.
             --------------------------------
         (a) This Agreement and General Release shall be governed and conformed
in accordance with the laws of the State of Georgia. In the event that either
party breaches any provision of this Agreement and General Release, Employee and
Employer affirm either may institute an action to specifically enforce any term
or terms of this Agreement and General Release. Should any provision of this
Agreement and General Release be declared illegal or unenforceable by any court
of competent jurisdiction and cannot be modified to be enforceable, excluding
the general release language, such provision shall immediately become null and
void, leaving the remainder of this Agreement and General Release in full force
and effect. Nothing herein, however, shall operate to void or nullify any
general release language contained in the Agreement and General Release.

         (b) In the event of any Change of Control (as defined by paragraph 5(g)
of the June 1999 Employment Agreement), a claim of bankruptcy or insolvency by
or against Employer, a default by Employer in making any payment to Employee
under this Agreement and General Release within five days of the day on which
such payment was due, and any material breach of this Agreement and General
release by Employer, Employer agrees that all amounts owed to Employee hereunder
shall become due and payable immediately after Employee gives written notice to
Employer and Employer fails to cure within three business days.

         11. Non-admission of Wrongdoing. Employee and Employer agree that
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neither this Agreement and General Release nor the tendering or acceptance of
the consideration for this Release shall be deemed or construed at any time for
any purpose as an admission by Employer or Employee of any liability or unlawful
conduct of any kind.

         12. Amendment.  This Agreement and General Release may not be
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modified, altered or changed except upon express written consentof both parties
wherein specific reference is made to this Agreement and General Release.

         13. Entire Agreement. As to the terms and provisions specifically
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addressed herein, this Agreement and General Release sets forth the entire
agreement between the parties hereto and fully supersedes any prior agreements
or understandings between the parties. All other terms and conditions governing
the rights and obligations of the parties shall be governed by Employer's
policies and procedures or such other written agreements as may have been
executed between Employer and Employee. Each party acknowledges that they are
not relying upon any representations, promises, or agreements of any kind by the
other party in connection with their decision to accept this Agreement and
General Release, except for those set forth herein.

         EMPLOYEE HAS BEEN ADVISED HE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO
REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO
CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL
RELEASE.

         HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO
FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS IN
PARAGRAPH "2" ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION,
ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND
RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST EMPLOYER.

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         IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily
executed this Agreement and General Release as of the date set forth below.

         WORLD AIRWAYS, INC.                        EMPLOYEE

         By: _______________________________        ___________________________
         Hollis L. Harris                           Andrew G. Morgan, Jr.
         Chairman & Chief Executive Officer
         Date:                                      Date: