<PAGE>
                                                                     EXHIBIT 4.6


         THIS WARRANT AGREEMENT is entered into as of August 24,1999 by and
between International Lease Finance Corporation, a California corporation
("ILFC"), and World Airways, Inc., a Delaware corporation (the "Company").

        In furtherance of that certain Amendment #4 to the Aircraft Agreement
between ILFC and the Company dated as of September 30, 1992, as amended (the
"Aircraft Lease Agreement"), the Company agrees to grant ILFC warrants (the
"Warrants") to purchase 1,000,000 shares of the Company's common stock, par
value $.001 per share ("Common Stock"), on the terms and conditions stated
herein. Each Warrant shall entitle the Holder thereof to purchase upon the
exercise thereof one share of the Company's Common Stock; provided, however that
such number of shares may be adjusted from time to time pursuant to Section 9
below (the shares of Common Stock issuable upon exercise of the Warrants being
referred to herein as "Warrant Shares").

         NOW THEREFORE, in consideration of the premises and the mutual
agreements herein and for other good and valuable consideration, the parties
hereto agree as follows:

         1.       ISSUANCE AND EXERCISABILITY OF WARRANTS: FORM OF WARRANT
CERTIFICATES. ILFC is hereby granted 1,000,000 Warrants, which Warrants will be
exercisable as of the date hereof through the Expiration Date as hereinafter
defined, at a purchase price of $.01 for the warrant on each share totaling
$10,000.00. The Company will issue and deliver to ILFC a warrant certificate or
warrant certificates (individually a "Warrant Certificate" and collectively the
"Warrant Certificates") for the 1,000,000 warrants, promptly upon payment of the
$10,000.00 purchase price. The text of the Warrant Certificate shall be
substantially as set forth in Exhibit A hereto. The form of election to purchase
shares shall be substantially as set forth in Exhibit B hereto.

         2.       WARRANT REGISTER. The Warrant Certificates shall be numbered
and shall be registered in a Warrant Register as they are issued. The Company
shall be entitled to treat the registered holder of any Warrant Certificate on
the Warrant Register (the "Holder") as the owner in fact thereof for all
purposes and shall not be bound to recognize any equitable or other claim to or
interest in such Warrant on the part of any other person, and shall not be
liable for any registration or transfer of Warrant Certificates which are
registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration of transfer, or
with knowledge of such facts that its participation therein amounts to bad
faith. The Warrant Certificates to be issued to ILFC hereunder shall be
registered initially in the name of "International Lease Finance Corporation."

         3.       EXCHANGE OF WARRANT CERTIFICATE. Subject to any restriction
upon transfer set forth in this Warrant Agreement, each Warrant Certificate may
be exchanged for another Warrant Certificate or Warrant Certificates of like
tenor and representing in the aggregate a like number of Warrants. Any Holder
desiring to exchange a Warrant Certificate or Warrant Certificates shall make
such request in writing delivered to the Company, and shall surrender,



<PAGE>

properly endorsed, the Warrant Certificate or Warrant Certificates to be so
exchanged. Thereupon, the Company shall execute and deliver to the person
entitled thereto a new Warrant Certificate or Warrant Certificates, as the case
may be, as so requested.

         4.       TRANSFER OF WARRANTS. Subject to compliance with state and
federal securities laws and the terms and conditions hereof, ILFC shall have the
right to sell, transfer, negotiate, assign or grant participation in all or any
part of ILFC's rights and obligations under this Warrant Agreement or under any
Warrant Certificate. The Warrant Certificates shall be transferable on the books
of the Company (the "Warrant Register") only upon delivery thereof duly endorsed
by the Holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. In all cases of transfer by an attorney, the original power of
attorney, duly approved, or an official copy thereof, duly certified, shall be
deposited with the Company. In case of transfer by executors, administrators,
guardians or other legal representatives, duly authenticated evidence of their
authority shall be produced, and may be required to be deposited with the
Company in its discretion. Upon any registration of transfer, the Company shall
deliver a new Warrant Certificate or Warrant Certificates to the person entitled
thereto. Notwithstanding the foregoing, the Company shall have no obligation to
cause Warrant Certificates to be transferred on its books to any person unless
the Holder of such Warrant Certificates shall furnish to the Company evidence of
compliance with the Securities Act of 1933, as amended (the "Act"), in
accordance with the provisions of Section 11 of this Warrant Agreement. The text
of each new Warrant Certificate issued under Sections 3 or 4 and of the form of
election to purchase shares shall be as set forth in Exhibits A and B hereto and
shall be exchanged and transferred and subject to adjustment in the same manner
as if such new Warrant Certificate were the original Warrant Certificate issued
to the Holder. Any Holder who transfers Warrants shall be responsible for and
pay all costs and expenses associated with such transfer of Warrants to its
transferee.

         5.       TERM AND COMPLIANCE WITH GOVERNMENT REGULATIONS.

                  5.1      TERM OF WARRANTS: EXERCISE OF WARRANTS.

                           (a)      Each Warrant entitles the registered Holder
thereof to purchase one share of Common Stock at any time until 5:00 pm
Washington, DC time, August 23, 2004 (the "Expiration Date"), at a purchase
price of $2.50 per share, as such number of shares and purchase price per share
may be adjusted from time to time pursuant to Section 9 of this Warrant
Agreement (such purchase price per share, as adjusted, being referred to herein
as the "Warrant Price").

                           (b)      Subject to the provisions of this Warrant
Agreement, each registered Holder of Warrant Certificates shall have the right,
which may be exercised as expressed in such Warrant Certificates, to purchase
from the Company (and the Company shall issue and sell to such registered
Holder) the number of fully paid and nonassessable shares of Common Stock
specified in such Warrant Certificates, upon surrender to the Company, or its
duly authorized agent, of such Warrant Certificates, with the form of election
to purchase duly filled in and signed, and upon payment to the Company of the
Warrant Price for the number of shares in respect of which such Warrants are
then exercised. Payment of such Warrant Price


                                       2
<PAGE>

may be made in cash or by certified or cashier's check. No adjustment shall be
made for any dividends on any shares of stock issuable upon exercise of a
Warrant.


                           (c)      Upon such surrender of Warrant Certificates,
and payment of the Warrant Price as aforesaid, the Company shall issue and cause
to be delivered with all reasonable dispatch to or upon the written order of the
registered Holder of such Warrant Certificates and (subject to receipt of
evidence of compliance with the Act in accordance with the provisions of Section
11 of this Warrant Agreement) in such name or names as such registered Holder
may designate, a certificate or certificates for the number of full shares of
stock so purchased upon the exercise of such Warrants.

                           (d)      If permitted by applicable law, such share
certificate or certificates shall be deemed to have been issued and any person
so designated to be named therein shall be deemed to have become a holder of
record of such shares as of the date of the surrender of such Warrant
Certificates and payment of the Warrant Price as aforesaid. The rights of
purchase represented by the Warrant Certificates shall be exercisable, at the
election of registered Holders thereof, either as an entirety or from time to
time for part only of the shares specified therein and, in the event that any
Warrant is exercised in respect of less than all of the shares specified therein
at any time prior to the date of expiration of the Warrants, a new Warrant
Certificate or Warrant Certificates will be issued for the remaining whole
number of shares specified in the Warrant so surrendered.

                  5.2   COMPLIANCE WITH GOVERNMENT REGULATIONS. The Company
covenants that if any shares of Common Stock required to be reserved for
purposes of exercise of Warrants require, under any Federal or state law or
applicable governing rule or regulations of any national securities exchange,
registration with or approval of any governmental authority, or listing on any
such national securities exchange before such shares may be issued upon
exercise, the Company will as expeditiously as possible endeavor to cause such
shares to be duly registered, approved or listed on the relevant national
securities exchange, as the case may be.

         6.       PAYMENT OF TAXES. The Company will pay all taxes (other than
any income taxes or other similar taxes), if any, attributable to the initial
issuance of the Warrants; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any other
issuance or delivery of any Warrants or the issuance of certificates for Warrant
Shares, or the transfer thereof; and, provided further, that no such issuance,
delivery or transfer shall be made unless and until the person requesting such
issuance or transfer has paid to the Company the amount of any such tax, or has
established, to the reasonable satisfaction of the Company, that no such tax is
payable or such tax has been paid.

         7.       MUTILATED OR MISSING WARRANTS. In case any of the Warrant
Certificates shall be mutilated, lost, stolen or destroyed, the Company shall
issue and deliver in exchange and substitution for and upon cancellation of the
mutilated Warrant Certificate, or in lieu of the substitution for the Warrant
Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor
and representing an equivalent right or interest, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction of such Warrant Certificate and indemnity or bond, if requested,
also reasonably satisfactory to the Company.


                                       3
<PAGE>

An applicant for such substitute Warrant Certificate shall also comply with such
other reasonable regulations and pay such other reasonable charges as the
Company may prescribe.

         8.       RESERVATION OF WARRANT SHARES. There has been reserved out of
the authorized and unissued shares of Common Stock, and the Company shall at all
times keep reserved out of its authorized and unissued shares of Common Stock, a
number of shares sufficient to provide for the exercise of the rights of
purchase represented by the Warrants, and the transfer agent for the Common
Stock ("Transfer Agent") and every subsequent Transfer Agent for any shares of
the Company's Common Stock issuable upon the exercise of any of the rights of
purchase aforesaid are hereby irrevocably authorized and directed at all times
until the Expiration Date to reserve such number of authorized and unissued
shares as shall be requisite for such purpose. Concurrently with any corporate
action that might result in an increase in the number of shares for which any
Warrant may be exercised pursuant to Section 9 below, the Company shall reserve
out of its authorized and unissued Common Stock the maximum number of additional
shares that would be needed to provide for exercise of all outstanding Warrants
after any such increase. The Company will keep a copy of this Warrant Agreement
on file with the Transfer Agent and with every subsequent Transfer Agent for any
shares of the Company's Common Stock issuable upon the exercise of the rights of
purchase represented by the Warrants. The Company will supply such Transfer
Agent with duly executed stock certificates for such purpose. The Company will
furnish to such Transfer Agent a copy of all notices of adjustments, and
certificates related thereto, transmitted to each Holder pursuant to Section
9.13 hereof. All Warrant Certificates surrendered in the exercise of the rights
thereby evidenced shall be canceled.

         9.       ADJUSTMENTS. The number and kind of securities purchasable
upon the exercise of each Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the happening of certain events, as
hereinafter described.

                  9.1      DEFINITIONS.

                           (a)      "Common Equity Securities" means any class
or series of Common Stock of the Company;

                           (b)      "Convertible Security" means any evidence of
indebtedness of the Company, any share of stock of the Company (other than
Common Stock), or any other security of the Company that is convertible into
Common Stock;

                           (c)      "Option" means, subject to Section 9.12
hereof, any right, option or warrant to purchase either Common Stock or
Convertible Securities;

                           (d)      "Other Security" means (i) any security of
the Company (other than Common Stock), (ii) any other security of the Company or
any successor entity which the Holder of a Warrant shall be entitled to purchase
at any time, or shall have purchased, upon exercise thereof in lieu of or in
addition to Common Stock, or (iii) any other security of the Company which at
any time shall be issuable or shall be issued in exchange for, or as a
distribution with respect to, Common Stock or other securities of the Company;
and


                                       4
<PAGE>

                           (e)      "Additional Shares of Common Stock" means
all shares of Common Stock (or Other Securities) issued (or, pursuant to Section
9.3 below, deemed to be issued) by the Company after the date hereof.

                  9.2      ADJUSTMENTS OF WARRANT PRICE AND NUMBER OF WARRANT
SHARES IN GENERAL. Upon the occurrence of any of the events described in this
Section 9, subject to Sections 9.11 and 9.12 hereof, the Warrant Price shall be
adjusted in the manner and as of the time set forth in this Section 9. Upon each
adjustment of such Warrant Price pursuant to this Section 9, the Holder of each
Warrant shall thereafter prior to the Expiration Date thereof be entitled to
purchase, at the Warrant Price resulting from such adjustment, the number of
Warrant Shares obtained by multiplying the Warrant Price in effect immediately
prior to such adjustment by the number of Warrant Shares issuable upon exercise
of such Warrant immediately prior to such adjustment and dividing the product
thereof by the Warrant Price resulting from such adjustment. Notwithstanding any
provision in this Warrant Agreement to the contrary, however, no adjustment
shall be made in the Warrant Price in respect of the issuance of Additional
Shares of Common Stock unless the consideration per share for an Additional
Share of Common Stock issued or deemed to be issued by the Company is less than
the lesser of the Closing Price (as defined in Section 9.12 below) or the
Warrant Price in effect immediately prior to such issuance.

                  9.3      ISSUE OF ADDITIONAL SHARES OF COMMON STOCK: ACTUAL
AND DEEMED.

                           (a)      Whenever the Company issues Additional
Shares of Common Stock (including Additional Shares of Common Stock deemed to be
issued pursuant to subsection 9.3(b) below) without consideration or for a
consideration per share less than the Closing Price on the date of to such
issuance, such Warrant Price shall be reduced, concurrently with such issuance,
to a price (calculated to the nearest cent) determined by multiplying such
Warrant Price by the sum of the number of shares of Common Stock outstanding
immediately prior to such issuance and the number of shares of Common Stock
which the aggregate consideration received by the Company for the total number
of Additional Shares of Common Stock so issued would purchase at such Warrant
Price, and dividing the result by the sum of the number of shares of Common
Stock outstanding immediately prior to such issuance and the actual number of
such Additional Shares of Common Stock so issued. For purposes of this
calculation, all shares of Common Stock issuable upon conversion of outstanding
Convertible Securities shall be deemed to be outstanding, and immediately after
any Additional Shares of Common Stock are deemed issued pursuant to subsection
9.3(b) below, such Additional Shares of Common Stock shall be deemed to be
outstanding.

                           (b)      In the event that the Company, after the
date hereof, issues any Options or Convertible Securities, subject to Section
9.12 hereof, then the maximum number of shares (as set forth in the instrument
governing such Options or Convertible Securities, without regard to any
provisions contained therein for a subsequent adjustment of such number) of
Common Stock issuable upon the exercise of such Options or, in the case of
Convertible Securities and Options therefor, such number of shares of Common
Stock into which such Convertible Securities may be converted, shall be deemed
to be Additional Shares of Common Stock issued as of the time of issuance,
provided that Additional Shares of Common Stock shall


                                       5
<PAGE>

not be deemed to have been issued unless the consideration per share (determined
pursuant to subsection 9.5(a) below) of such Additional Shares of Common Stock
would be less than the Closing Price on the date of such issuance. Throughout
this Section 9, the terms "issue" and "issuance" and all related forms thereof,
when used in reference to issuance of Additional Shares of Common Stock, include
reference to deemed issuance under this subsection 9.3(b), except where the
context requires otherwise.

                  9.4      READJUSTMENT. In any case in which Additional Shares
of Common Stock are deemed or have been deemed issued in connection with the
issuance of Options or Convertible Securities, certain subsequent events shall
require further adjustment of the Warrant Price as set forth in this Section
9.4.

                           (a)      No further adjustment in the Warrant Price
shall be made as a result of the subsequent issuance of any Option or
Convertible Security or share of Common Stock issued upon the exercise of any
such Options or the conversion of any such Convertible Securities.

                           (b)      If such Options or Convertible Securities by
their terms provide, with the passage of time or otherwise, for any decrease in
the consideration payable to the Company, or increase in the number of shares of
Common Stock issuable upon the exercise, conversion, or exchange thereof, the
Warrant Price computed upon the original issuance thereof, and any subsequent
adjustments based thereon, shall, upon any such decrease or increase becoming
effective, be recomputed to reflect such decrease or increase insofar as it
affects such Options or the rights of conversion or exchange under such
Convertible Securities. Notwithstanding any provision to the contrary in any
instrument governing such Options or Convertible Securities, however, there
shall be no such decrease or increase as a result of any recomputation of the
Warrant Price pursuant to this subsection 9.4(b).

                           (c)      Upon the expiration of any Options or rights
of conversion or exchange under any Convertible Securities, if any thereof shall
not have been exercised, the Warrant Price shall, upon such expiration, be
readjusted and shall thereafter be such as it would have been had it been
originally adjusted (or had the original adjustment not been required, as the
case may be) as if (A) the only shares of Common Stock so issued were the shares
of Common Stock, if any, actually issued or sold upon the exercise of such
Options or conversions or exchange rights under such Convertible Securities and
(B) such shares of Common Stock, if any, were issued or sold for the
consideration actually received by the Company upon such exercise plus the
aggregated consideration, if any, actually received by the Company for the
issuance, sale or grant of all of such Options or conversion or exchange rights
under such Convertible Securities whether or not exercised, provided, further
that no such readjustment shall have the effect of increasing the Warrant Price
by an amount in excess of the amount of the adjustment initially made, in
respect to the issuance, sale or grant of such Options, or conversion or
exchange rights under such Convertible Securities.

         9.5      DETERMINATION OF CONSIDERATION. For purposes of this Section
9, the consideration received or deemed to be received by the Company for the

                                       6
<PAGE>
issuance or deemed issuance of any Additional Shares of Common Stock shall be
determined according to this Section 9.5, but shall not include interest accrued
and unpaid on Convertible Securities.

                  (a)      Options and Convertible Securities. The consideration
per share received by the Company for Additional Shares of Common Stock deemed
to have been issued pursuant to subsection 9.3(b) relating to Options and
Convertible Securities shall be determined by dividing

                  (x)      the total amount, if any, received by the Company as
                  consideration for the issuance of such Options or Convertible
                  Securities, plus the minimum aggregate amount of additional
                  consideration (as set forth in the instruments relating
                  thereto, without regard to any provision contained therein for
                  a subsequent adjustment of such consideration) payable to the
                  Company upon the exercise of such Options or the conversion of
                  such Convertible Securities, by

                  (y)      the maximum number of shares of Common Stock (as set
                  forth in the instruments relating thereto, without regard to
                  any provision contained therein for a subsequent adjustment of
                  such number) issuable upon the exercise of such Options or the
                  conversion of such Convertible Securities.

                  (b)      Stock Dividends and Stock Subdivisions. Any
additional shares of common stock issued or deemed to have been issued pursuant
to any stock dividend or stock subdivision shall be deemed to have been issued
for no consideration.

                  9.6      STOCK DIVIDENDS AND STOCK SPLITS.

                  (a)      In the event the Company at any time or from time to
time on or after the date hereof shall, subject to Section 9.12 hereof, pay any
dividend on securities payable in Common Stock, or effect a subdivision of the
outstanding shares of Common Stock into a greater number of shares, Additional
Shares of Common Stock shall be deemed to have been issued for no consideration:

                           (i)      in the case of any such dividend,
                           immediately after the close of business on the record
                           date for determining the holders of any class of
                           securities entitled to received such dividend, or

                           (ii)     in the case of any such subdivision, at the
                           close of business on the date immediately prior to
                           the date upon which such corporate action becomes
                           effective.

In either case the number of Additional Shares of Common Stock deemed to have
been issued shall be the difference between the number of outstanding shares of
Common Stock immediately before such dividend or subdivision and the number of
shares of Common Stock outstanding immediately thereafter.


                                       7
<PAGE>

                  (b)      In the event the Company at any time or from time to
time after the date hereof shall pay any dividend on securities payable in
Convertible Securities or Other Securities, an adjustment shall be made as if
such dividend were an issuance, for no consideration, of the total number of
Convertible Securities or Other Securities distributed in such dividend.

                  9.7      ADJUSTMENTS FOR COMBINATIONS OR CONSOLIDATION OF
COMMON STOCK. In the event the outstanding shares of Common Stock shall be
combined or consolidated into a lesser number of shares of Common Stock, the
Warrant Price in effect immediately prior to such combination or consolidation,
concurrently with the effectiveness of such combination or consolidation, shall
be proportionately increased.

                  9.8      ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In case
of any consolidation or merger of the Company with or into another corporation
or the conveyance of substantially all of the assets of the Company to another
corporation, each Warrant hereunder, without any further act or the execution of
any further instrument whatsoever, shall become a warrant to purchase or
receive, at the Warrant Price, such shares of stock or other securities or
property as a holder of the number of Warrant Shares purchasable upon exercise
of such Warrant immediately prior to such consolidation, merger, or conveyance
would have been entitled to upon such consolidation, merger or conveyance, and
appropriate adjustment (as reasonably determined by the Board of Directors of
the Company or the surviving corporation, as the case may be) shall be made in
the application of the provisions herein set forth with respect to the rights of
the holder of such Warrant, to the end that such provisions (including
provisions with respect to changes in and other adjustments of the Warrant
Price) shall thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other property thereafter deliverable upon
exercise of such Warrant. The Company shall not effect any such consolidation,
merger or conveyance unless prior to the consummation thereof the successor (if
other than the Company) resulting from such consolidation or merger, or the
transferee of the assets, as the case may be, shall have assumed by written
instrument the obligation to deliver to each holder of a Warrant such shares of
stock or other securities or property as, in accordance with the foregoing
provisions and the provision of each Warrant, such holder may be entitled to
purchase or receive.

                  9.9      ADJUSTMENTS FOR CERTAIN DISTRIBUTIONS. In the event
the Company shall distribute to all holders of its Common Stock evidences of
indebtedness of the Company or assets of the Company (excluding cash dividends
or distributions out of earned surplus) or rights or warrants to subscribe for
securities of the Company (excluding those referred to in Section 9.12), then in
each case the Warrant Price shall be adjusted to a price determined by
multiplying the Warrant Price in effect immediately prior to such distribution
by a fraction, of which the numerator shall be the Closing Price per share on
the record date for determination of shareholders entitled to receive such
distribution, less the fair market value (as determined by the Board of
Directors of the Company, whose determination shall be conclusive) of the
portion of the assets or evidences of indebtedness so distributed or of such
subscription rights or warrants which are applicable to one share of Common
Stock, and of which the denominator shall be the Closing Price per share.


                                       8
<PAGE>

                  9.10     ADJUSTMENT OF WARRANT PRICE UPON ISSUANCE OF OTHER
SECURITIES. In the event Other Securities shall be issued or shall become
subject to issuance upon the conversion of any shares (or Other Securities) of
the Company for a consideration such as to diminish the aggregate fair market
value of the Warrant Shares purchasable upon exercise of any Warrant,
adjustments of the Warrant Price shall be made as nearly as possible in the
matter provided in this Section 9 so as to maintain the aggregate fair market
value of such Warrant Shares to the extent reasonably possible.

                  9.11     MINIMUM ADJUSTMENT. Notwithstanding anything in this
Section 9 to the contrary, the Company shall not be required to give effect to
any adjustment in the Warrant Price unless and until the cumulative effect of
one or more adjustments, determined as above provided, shall have required a
change in the Warrant Price by at least one cent ($.01), but when the cumulative
effect of one or more adjustments so determined shall be to change the Warrant
Price by at least one cent ($.01) such cumulative change in the Warrant Price
shall thereupon be given effect.

                  9.12     NO ADJUSTMENT. No adjustment in the Warrant Price
shall be made:

                           (a)      for a change in the par value of the Warrant
Shares; or

                           (b)      in the case of the Warrants issued pursuant
hereto; or

                           (c)      as a result of shares of Common Stock or
Convertible Securities being issued upon conversion or exchange of any Options,
warrants, or Convertible Securities of the Company outstanding on the date
hereof; or

                           (d)      solely on account of any warrants issued or
deemed to be issued in connection with an adjustment pursuant to the
antidilution provisions of any outstanding warrants of the Company on the date
hereof; or

                           (e)      in the case the Company issues or
distributes to each Holder of Warrants the Options or Convertible Securities
which each Holder of Warrants would have been entitled to receive had the
Warrants been exercised prior to the happening of such event or the record date
with respect thereto; or

                           (f)      in the case of shares of Common Stock or
Convertible Securities pursuant to any employee or director incentive or benefit
plan or stock ownership plan, agreement or arrangement, including any
employment, severance or consulting agreement of the Company or any subsidiary
or affiliate of the Company heretofore or hereafter adopted or approved, as the
case may be, and any modifications to, or amendments of, any such plans,
agreements or arrangements.

                  For the purpose of any computation under this Section 9, the
term "Closing Price" on any day shall mean the last reported sales price regular
way on such day or, in case no such reported sale takes place on such day, the
average of the closing bid and asked prices regular way for such day, in each
case on the principal national securities exchange on which the shares of


                                       9
<PAGE>

Common Stock are listed or admitted to trading or, if not listed or admitted to
trading on any national securities exchange, the average of the closing bid and
asked prices of the Common Stock in the over-the-counter market as reported by
Nasdaq or any comparable system, or, in the absence of one or more such
quotations, the average of the closing bid and asked prices as furnished by any
New York Stock Exchange member firm selected from time to time by the Company
for this purpose. The term "Trading Day" shall mean a date on which the
principal national securities exchange on which the shares of Common Stock are
listed or admitted to trading or, if not listed or admitted to trading, Nasdaq
(or any successor to such exchange) is open for the transaction of business.

                  9.13     NOTICE OF ADJUSTMENT. Whenever the number of Warrant
Shares purchasable upon the exercise of each Warrant or the Warrant Price of
such Warrant Shares is adjusted, as herein provided, the Company shall promptly
mail by first class, postage prepaid, to each Holder notice of such adjustment
or adjustments and a certificate of a firm of independent certified public
accountants selected by the Board of Directors of the Company (who may be the
regular accountants employed by the Company) setting forth the number of Warrant
Shares purchasable upon the exercise of each Warrant and the Warrant Price of
such Warrant Shares after such adjustment, setting forth a brief statement of
the facts requiring such adjustment and setting forth the computation by which
such adjustment was made.

                  9.14     STATEMENT ON WARRANT CERTIFICATES. Irrespective of
any adjustments in the Warrant Price or the number or kind of shares purchasable
upon the exercise of the Warrants, Warrant Certificates theretofore or
thereafter issued may continue to express the same price and number and kind of
shares as are stated in the Warrant Certificates initially issuable pursuant to
this Warrant Agreement.

         10.      NO FRACTIONAL INTERESTS. No fractional Warrant Shares, or cash
or other property in lieu thereof, shall be issued upon the exercise of
Warrants.

         11.      REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND REGISTRATION
RIGHTS. ILFC represents and warrants to the Company that ILFC will not dispose
of any of its Warrants or Warrant Shares except pursuant to (i) an effective
registration statement under the Act, (ii) Rule 144 under the Act (or any
similar rule under the Act relating to the disposition of securities), or (iii)
an opinion of counsel that an exemption from such registration is available.

         12.      CERTIFICATES TO BEAR LEGENDS. The Warrants shall be subject to
a stop-transfer order and the Warrant Certificates therefor shall bear the
following legend by which each Holder shall be bound:

                  THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF
         COMMON STOCK (OR OTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF MAY
         NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE
         EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER
         SUCH ACT RELATING TO


                                       10
<PAGE>

         THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL THAT AN
         EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

                  The Warrant Shares (or Other Securities) issued upon exercise
of the Warrants shall be subject to a stop-transfer order and the Stock
Certificate or Stock Certificates evidencing any such Warrant Shares (or Other
Securities) shall bear a legend in substantially the following form:

                  THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED
         OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT
         APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
         RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF
         COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
         AVAILABLE.

                  The Company covenants that it shall issue a new Warrant
Certificate or Warrant Certificates without the legends referred to above,
evidencing the Warrants or the Warrant Shares or Other Securities issued upon
exercise of the Warrants, in exchange for a Warrant Certificate or Warrant
Certificates evidencing such Warrants, Warrant Shares or Other Securities, and
will remove the stop-transfer order, in the event the Holder of such Warrants,
Warrant Shares or Other Securities shall deliver to the Company an opinion of
counsel reasonably satisfactory to the Company that an exemption from
registration under the Act is available with respect to such Warrants, Warrant
Shares or Other Securities.

         13.      REGISTRATION RIGHTS. The Company and ILFC agree that their
respective rights and obligations with respect to registration of the Warrants
and Warrant Shares under the Act are as hereinafter set forth.

                  13.1     REGISTRATION OF WARRANTS AND WARRANT SHARES.

                           (a)      ILFC or a majority of the Holders of the
Warrants shall have the right, at any time to make written request to the
Company to register under the Act any of its or their Common Stock issued under
the Warrant. Promptly upon receipt of such request, the Company shall file with
the Securities and Exchange Commission a registration statement on the
applicable form for the registration of such Common Stock and shall use its best
efforts to cause such registration statement to become effective as soon as
practicable to permit or facilitate the sale and distribution of such Common
Stock. Immediately upon receipt of a request for registration pursuant to this
Section 13.1(a), the Company shall notify each of the other Holders of such
request. The Company is obligated to effect only one such registration pursuant
to this Section 13.1(a).

                           (b)      If the Company at any time proposes to
register any of its Common Stock under the Act for its own account or for the
account of any Holder or any other person (other than (i) any registration of an
offering solely to employees of the Company or its subsidiaries or (ii) any
registration relating to a merger or other business combination


                                       11
<PAGE>

transaction), it shall promptly give written notice to the Holder of its
intention to do so, and the Company shall include in such registration, subject
to Section 13.2 hereof, all Warrant Shares that the Holder shall specify in a
written notice delivered to the Company within 30 days after its receipt of the
Company's notice of the proposed filing of the registration statement, provided
that the Company shall not be required to include in such registration any
Warrant Shares that a Holder shall so specify if in the unqualified opinion of
counsel to the Company reasonably acceptable to the Holder so specifying,
registration under the Act is not required for the transfer of such Warrant
Shares in the manner requested by such Holder or that a post-effective amendment
to an existing registration statement would be legally sufficient for such
transfer and the Company shall have obtained such a post-effective amendment.

                  13.2     EXCLUSION. If the proposed registration pursuant to
Section 13.1(b) is to be underwritten (whether on a "best efforts" or a "firm
commitment" basis), the managing underwriter shall have the right to exclude all
or any part of the Warrant Shares of the Holder if the underwriter advises the
Company in writing that it reasonably believes that the inclusion of the Warrant
Shares would impair the success of the proposed offering. Any exclusion of
Warrant Shares shall be made pro rata among the Holder and all other persons
(other than the Company) participating in the registration in proportion to the
respective number of Warrant Shares or other securities for which such Holder
and each such other person have requested registration.

                  13.3     FURTHER OBLIGATIONS AND CONDITIONS RELATING TO
REGISTRATION OF SHARES. Registration of Warrant Shares pursuant to Section 13.1
shall be subject to the following:

                           (i)      Information, Documents, Assignments, etc.
                           The Holder shall furnish to the Company such
                           information as the Company may reasonably request and
                           as shall be required in connection with any
                           registration, qualification or compliance referred to
                           herein. The Company shall permit counsel for the
                           Holder to participate in meetings in connection with
                           the preparation of any registration statement
                           prepared pursuant to Section 13.1 (but the Holder
                           shall be under no obligation to participate in any
                           such meetings and shall incur no liability for its
                           failure to so participate). Before filing any such
                           registration statement or amendment or supplement
                           thereto, the Company shall furnish to the Holder
                           copies of all such documents proposed to be filed.
                           The Company shall promptly deliver to the Holder
                           copies of each such registration statement and each
                           amendment or supplement thereto as filed with the
                           Securities and Exchange Commission ("SEC"). The
                           Company shall furnish to the Holder the number of
                           prospectuses, offering circulars or other documents,
                           and all amendments or supplements thereto, incident
                           to each registration, qualification or compliance as
                           from time to time the Holder may reasonably request.

                           (ii)     Underwriting Agreement. The Company and the
                           Holder shall enter into an underwriting agreement in
                           customary form with respect to the registration of
                           Warrant Shares pursuant to Section 13.1 hereof with
                           the


                                       12
<PAGE>

                           underwriter or underwriters selected for such
                           underwriting by the Company, which underwriting
                           agreement shall provide for the completion of the
                           offering within 90 days of the effective date of the
                           registration statement, provided, however, that such
                           underwriting agreement shall not require any Holder
                           to indemnify the underwriter for any losses, claims,
                           damages, liabilities or actions except those arising
                           out of or based on an untrue statement or omission
                           made in reliance upon and in conformity with written
                           information furnished to the underwriter by such
                           Holder for specific use in the registration
                           statement, prospectus, preliminary prospectus,
                           amendment or supplement.

                           (iii)    Filing of Amendments. The Company shall file
                           such amendments and supplements to the registration
                           statement and the related prospectus and take such
                           other action as may be necessary to keep the
                           registration statement effective and to comply with
                           the Act for such period, not exceeding 90 days from
                           the original effective date of the registration
                           statement.

                           (iv)     Blue Sky. The Company shall do any and all
                           acts and things which may be necessary or advisable
                           to enable the Holder to consummate the sale, transfer
                           or other disposition of Warrant Shares and take such
                           action under the securities laws of such states as
                           the Holder shall reasonably request, provided,
                           however, that the Company shall not be required to
                           file any general consent to service of process, to
                           qualify to do business as a foreign corporation, or
                           to otherwise subject itself to taxation in connection
                           with any such action, in any state.

                           (v)      Expenses. The Company shall pay all of the
                           costs of registration and all related blue sky costs,
                           including, but not limited to, printing expenses,
                           registration and filing fees, and fees and
                           disbursements of counsel and accountants for the
                           Company (subject, however, to subsection (vi) below),
                           except that the Holder shall pay the selling
                           commissions applicable to its Warrant Shares and the
                           fees and expenses of such Holder's counsel.

                           (vi)     Audits. The Company shall not be required to
                           furnish any audited financial statements at the
                           request of the Holder other than those statements
                           customarily prepared at the end of its fiscal year,
                           unless the Holder shall agree to reimburse the
                           Company of the out-of-pocket costs incurred by the
                           Company in the preparation of such other audited
                           financial statements. The Company shall, however,
                           furnish, without charge, copies of all such unaudited
                           financial statements as the Holder shall reasonably
                           request.

                           (vii)    Indemnification. The Company shall indemnify
                           and hold harmless the Holder, each person who under
                           the Act is deemed a controlling person


                                       13
<PAGE>

                           of the Holder, and each underwriter for the Holder
                           against any losses, claims, damages or liabilities to
                           which the Holder, controlling person or underwriter
                           may become subject under the Act or otherwise,
                           insofar as such losses, claims, damages or
                           liabilities (or actions in respect thereof) shall
                           arise out of or be based upon any untrue or allegedly
                           untrue statement of any material fact contained in
                           the registration statement, upon any related
                           prospectus or preliminary prospectus or any amendment
                           or supplement to the registration statement or any
                           prospectus or preliminary prospectus or upon the
                           omission or alleged omission to state therein a
                           material fact required to be stated therein or
                           necessary to make the statements therein not
                           misleading, and shall reimburse any legal or other
                           reasonable expenses as incurred by the Holder,
                           controlling person or underwriter in connection with
                           investigating or defending against any such loss,
                           claim, damage, liability or action; provided,
                           however, that the Company shall not be liable to a
                           Holder, controlling person or underwriter for any
                           losses, claims, damages, liabilities or actions
                           insofar as the same shall arise out of or be based
                           upon any such untrue statement or omission made in
                           reliance upon and in conformity with written
                           information furnished by that Holder, controlling
                           person or underwriter seeking indemnification
                           hereunder to the Company for use in the registration
                           statement, prospectus, preliminary prospectus,
                           amendment or supplement. The Holder and each
                           underwriter for the Holder shall similarly indemnify
                           and hold harmless the Company, and its controlling
                           persons and underwriters and all persons
                           participating in the registration against any such
                           losses, claims, damages, liabilities or actions but
                           only insofar as the same shall arise out of or be
                           based upon any untrue statement or omission made in
                           reliance upon and in conformity with written
                           information furnished by such indemnifying person to
                           the Company for use in the registration statement,
                           prospectus, preliminary prospectus, amendment or
                           supplement.

                  13.4     CONTRIBUTION. In order to provide for just and
equitable contribution in circumstances in which the indemnification provided
for in Section 13.3 above is due in accordance with its terms but is not
permitted by applicable law, the Company, the underwriters and each Holder shall
contribute to the aggregate losses, claims, damages, and liabilities (or actions
in respect thereof) to which any Holder, the underwriter or the Company may be
subject in such proportion as is appropriate to reflect the relative benefits
and the relative fault committed in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities as well as any
other relevant equitable considerations. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company, the underwriter or
the Holder and their relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. In no
event, however, shall the indemnifying party be required to contribute to any
losses, claims, damages or liabilities that arise solely out of or are based
upon written


                                       14
<PAGE>

information furnished by such indemnitee for specific use in the registration
statement, prospectus, preliminary prospectus, amendment or supplement.

                  13.5     CHANGE IN SEC PROCEDURES OR FORMS. If the SEC adopts
new procedures or forms for public resales of restricted securities, the Company
shall take such action as may be demanded by the Holder in order to permit
public resales of the Warrants and/or Warrant Shares pursuant to such new
procedures or forms so long as the economic or other burden of compliance is not
materially greater than the burden contemplated by Sections 13.1 to 13.4 above.

                  13.6     TRANSFER OF REGISTRATION RIGHTS. It is expressly
understood and agreed that ILFC may transfer all or any portion of its
registration rights hereunder to any person or enter into any agreement
providing for the joint exercise of the registration rights granted hereunder,
provided, that ILFC shall notify the Company of any such transfer and any
transferee of Holder, shall, if such transferee Holder desires to exercise
registration rights hereunder, agree to be bound with respect to such
registration rights by the terms of this Warrant Agreement.

         14.      NO RIGHTS AS STOCKHOLDERS; NOTICES TO HOLDERS. Nothing
contained in this Warrant Agreement or in any of the Warrants shall be construed
as conferring upon the Holders or their transferees the right to vote or to
receive dividends or to consent to or receive notice as stockholders in respect
of any meeting of stockholders for the election of directors of the Company or
any other matter, or any rights whatsoever as stockholders of the Company. The
Company shall provide to the Holders all information it provides to
shareholders, including, without limitation, notices, proxy statements and
financial statements. If, however, at any time prior to the Expiration Date and
prior to the exercise of the Warrants, any of the following events shall occur:

                  (a)      the Company shall declare any dividend payable in any
securities upon its shares of Common Stock or make any distribution (other than
a cash dividend in the ordinary course) to the holders of its shares of Common
Stock; or

                  (b)      the Company shall offer to the holders of its shares
of Common Stock any additional shares of Common Stock or securities convertible
into or exchangeable for shares of Common Stock or any right to subscribe to or
purchase any thereof; or

                  (c)      a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation, merger, sale or transfer
or lease of all or substantially all of its property, assets, and business as an
entirety) shall be proposed; then in any one or more of said events the Company
shall (i) give notice in writing of such event to the Holders as provided in
Section 15 hereof and (ii) if there are more than 100 Holders, cause notice of
such event to be published once in The Wall Street Journal (national edition),
such giving of notice and publication to be completed at least 20 days (or 10
days in any case specified in paragraphs (a) and (b) above) prior to the date
fixed as a record date or the date of closing and transfer books for the
determination of the stockholders entitled to such dividend, distribution, or
subscription rights, or for the determination of stockholders entitled to vote
on such proposed dissolution,


                                       15
<PAGE>

liquidation or winding up. Such notice shall specify such record date or the
date of closing the transfer books, as the case may be.

         15.      NOTICES. Any notice pursuant to this Warrant Agreement to be
given or made by the registered Holder of any Warrant to or on the Company shall
be sufficiently given or made if sent by first-class mail, postage prepaid,
addressed as follows:

                  If to the Company:
                  World Airways, Inc.
                  13873 Park Center Road, Suite 490
                  Herndon, Virginia  20171
                  Attention:        President and Chief Operating Officer
                  Fax No.: 703-834-9420

                  If to ILFC:
                  International Lease Finance Corporation
                  1999 Avenue of the Stars
                  Suite 3900
                  Los Angeles, CA  90067
                  Attention:        General Counsel
                  Fax No.: 310-788-1990

Notices or demands authorized by this Warrant Agreement to be given or made by
the Company to or on any registered Holder of any Warrant shall be sufficiently
given or made (except as otherwise provided in this Warrant Agreement) if sent
by first-class mail, postage prepaid, addressed to such Holder at the address of
such Holder as shown on the Warrant Register.

         16.      SUPPLEMENTS AND AMENDMENTS. The Company and all of the Holders
may from time to time supplement or amend this Warrant Agreement in order to
cure any ambiguity or to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provision herein, or to
make any other provisions in regard to matters or questions arising hereunder
which the Company and the Holders may deem necessary or desirable and which
shall not be inconsistent with the provisions of the Warrants and which shall
not adversely affect the interests of the Holders.

         17.      SUCCESSORS. All the covenants and provisions of this Warrant
Agreement by or for the benefit of the Company or the Holders shall bind and
inure to the benefit of their respective successors and assigns hereunder.

         18.      BENEFITS OF THIS WARRANT AGREEMENT. Nothing in this Warrant
Agreement shall be construed to give to any person or corporation other than the
Company and the Holders, any legal or equitable right, remedy or claim under
this Warrant Agreement, but this Warrant Agreement shall be for the sole and
exclusive benefit of the Company and the Holders of the Warrants and Warrant
Shares.


                                       16
<PAGE>

         19.      CAPTIONS. The captions of the Sections and subsections of this
Warrant Agreement have been inserted for convenience only and shall not affect
the construction hereof.

         20.      COUNTERPARTS. This Warrant Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts together shall constitute but one and the same
instrument.

         21.      CONSTRUCTION. This Agreement incorporates the entire
understanding of the parties and supersedes all previous agreements and shall be
governed by, and construed in accordance with, the laws of the State of New York
as applied to contracts made and performed in such State. The Company hereby
irrevocably submits to the exclusive jurisdiction of the Federal and New York
State courts located in the City of New York in connection with any suit, action
or proceeding related to this Agreement or any of the matters contemplated
hereby, irrevocably waive any defense of lack of personal jurisdiction and
irrevocably agree that all claims in respect of any such suit, action or
proceeding may be heard and determined in any such court. The Company
irrevocably waives, to the fullest extent it may effectively do so under
applicable law, any objection which it may now or hereafter have to the laying
of venue of any such suit, action or proceeding brought in any such court and
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

         IN WITNESS WHEREOF, the parties hereto have caused this Warrant
Agreement to be duly executed on the date first set forth above.

                                  WORLD AIRWAYS, INC.



                                  By: /s/ Hollis Harris
                                     ------------------------------------------

                                  Title: Chairman and CEO
                                        ---------------------------------------





                                  INTERNATIONAL LEASE FINANCE CORPORATION



                                  By: /s/ John L. Plueger
                                     ------------------------------------------

                                  Title: Executive Vice President and COO
                                        ---------------------------------------


                                       17
<PAGE>


                                    EXHIBIT A
                                       TO
                                WARRANT AGREEMENT

                          [FORM OF WARRANT CERTIFICATE]


THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OR
OTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT
(OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES),
OR (iii) AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH
ACT IS AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

NO.                                                                    WARRANTS
   -----                                                     ----------

                     VOID AFTER 5:00 PM WASHINGTON, DC TIME
                                 August __, 2004

                               WORLD AIRWAYS, INC.
                               Warrant Certificate

         THIS CERTIFIES THAT for value received, ____________ the registered
holder hereof or registered assigns (the "Holder"), is the owner of the number
of Warrants set forth above, each of which entitles the owner thereof to
purchase at any time after issuance until 5:00 PM, Washington, DC time on August
___, 2004, one fully paid and nonassessable share of the common stock (the
"Common Stock"), $.001 par value per share, of World Airways, Inc. (the
"Company"), as such number of shares may be adjusted pursuant to the Warrant
Agreement referred to below at the purchase price of $2.50 per share (the
"Warrant Price").

         This Warrant Certificate is subject to, and entitled to the benefits of
all of the terms, provisions and conditions of a warrant agreement dated as of
August ___, 1999 (the "Warrant Agreement") by and between the Company and
International Lease Finance Corporation ("ILFC"), and which Warrant Agreement is
hereby incorporated herein by reference and made a part hereof and to which
Warrant Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Company and the Holders of the Warrant Certificates. Copies of the Warrant
Agreement are on file at the principal office of the Company.


                                       18
<PAGE>

         The registered Holder hereof may be treated by the Company and all
other persons dealing with this Warrant Certificate as the absolute owner hereof
for any purpose and as the person entitled to exercise the rights represented
hereby, or to the transfer hereof on the books of the Company, any notice to the
contrary notwithstanding, and until such transfer on such books, the Company may
treat the registered Holder hereof as the owner for all purposes.

         The Warrant Certificate, with or without other Warrant Certificates,
upon surrender at the principal office of the Company, may be exchanged for
another Warrant Certificate or Warrant Certificates of like tenor and date
evidencing Warrants entitling the Holder to purchase a like aggregate number of
shares of Common Stock as the Warrants evidenced by the Warrant Certificate or
Warrant Certificates surrendered entitled such Holder to purchase. If this
Warrant Certificate shall be exercised in part, the Holder shall be entitled to
receive upon surrender hereof, another Warrant Certificate or Warrant
Certificates for the number of whole Warrants not exercised.

         No fractional shares, or cash or other property in lieu thereof, of
Common Stock shall be issued upon the exercise of any Warrant.

         No Holder shall be entitled to vote or receive dividends or be deemed
the holder of Common Stock or any other securities of the Company which may at
any time be issuable on the exercise hereof for any purpose, nor shall anything
contained in the Warrant Agreement or herein be construed to confer upon such
Holder, as such, any of the rights of a shareholder of the Company or any right
to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issue of stock,
reclassification of stock, change of par value or change of stock to no par
value, consolidation, merger, conveyance, or otherwise) or, except as provided
in the Warrant Agreement, to receive notice of meetings, or to receive dividends
or subscription rights or otherwise, until the Warrant or Warrants evidenced by
this Warrant Certificate shall have been exercised and the shares of Common
Stock purchasable upon the exercise thereof shall have become deliverable as
provided in the Warrant Agreement.


                                       2
<PAGE>


         IN WITNESS WHEREOF, World Airways, Inc. has caused the manual or
facsimile signature of its President and Chief Operating Officer or Chairman of
the Board of Directors to be printed hereon, under its corporate seal, affixed
or in facsimile, attested by the manual or facsimile signature of the Secretary
or an Assistant Secretary of the Company.


DATE:                                         WORLD AIRWAYS, INC.
     ---------------------------
                                              By:
                                                  ------------------------------
[SEAL]                                        Title:
                                                    ----------------------------


Attest:
By:
   ----------------------------------
Title:
      -------------------------------


                                       3

<PAGE>


                                    EXHIBIT B

                                  PURCHASE FORM

                    [To be executed upon exercise of Warrant]


To World Airways, Inc.

         The undersigned hereby irrevocably elects to exercise the right of
         purchase represented by the Warrant Certificate(s) within for, and to
         purchase thereunder, _________shares of Common Stock as provided for
         therein. Please issue a certificate or certificates for such shares of
         Common Stock in the name of _______________________________.

PLEASE INSERT SOCIAL SECURITY       Name
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


                                    ------------------------------------------
                                    Address


                                    ------------------------------------------



                                    Signature


                                    ------------------------------------------


                                    NOTE: The above signature should correspond
                                    exactly with the name on the face of this
                                    Warrant Certificate or with the name of
                                    assignee appearing in the assignment form
                                    below.

AND, if said number of Shares shall not be all the Shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance of the whole number of Shares
purchasable thereunder.


Dated:
      ------------------------------


                                       4
<PAGE>


                                   ASSIGNMENT

          (To be executed only upon assignment of Warrant Certificate)

         For value received, ____________________________ a ___________________
corporation ("Assignor" hereby sells, assigns and transfers unto
_____________________________ the within Warrant Certificate, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint __________________________attorney, to transfer said Warrant Certificate
on the books of the within-named Company, with full power of substitution in the
premises.

Date:
     -----------------------

                                      By:
                                         -------------------------------------

                                      Name:
                                           -----------------------------------

                                      Title:
                                            ----------------------------------


                                       5