<PAGE>
                                                                    EXHIBIT 4.5


         THIS WARRANT AGREEMENT is entered into as of March 28th, 2000 by and
between The Boeing Corporation, a Delaware corporation ("Boeing" or the
"Holder"), and World Airways, Inc., a Delaware corporation (the "Company").

         In furtherance of that certain Letter Agreement between Boeing and the
Company dated as of August 4, 1999 (the "Letter Agreement"), the Company agrees
to grant Boeing 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. Boeing 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 Boeing 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 Boeing hereunder shall be
registered initially in the name of "The Boeing Company".

         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, properly
endorsed, the Warrant Certificate or Warrant Certificates to be so exchanged.


<PAGE>
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, Boeing shall have
the right to sell, transfer, negotiate, assign or grant participation in all or
any part of Boeing'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 p.m.
Washington, DC time, August _, 2004 (the "Warrant 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 and 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. An


                                       3
<PAGE>
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.

                  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 such
issuance, the Warrant Price shall be reduced, concurrently with such issuance,
to a price (calculated to the nearest cent) determined by multiplying the
Warrant Price by the sum of (i) the number of shares of Common Stock
outstanding immediately prior to such issuance and (ii) the consideration, if
any, received or receivable by the Company upon such issue or sale divided by
the Closing Price as determined at the time of such issue or sale, and dividing
the result by the number of shares of Common Stock outstanding immediately
after such issuance. 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 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.


                                       5
<PAGE>
                  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 share of Common
Stock 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 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


                                       6
<PAGE>
                                    (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.

                           (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 shares of Common Stock issuable upon the exercise, conversion or
exchange of the Convertible Securities or other securities distributed in such
dividend.


                                       7
<PAGE>
                  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. But in no event to greater than the aggregate
Warrant Price of all Warrant shares in effect on the date hereof, and the
number of Warrant Shares purchasable hereunder shall be proportionately
reduced.

                  9.8      ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In
case of any consolidation, merger, or business combination of the Company with
or into another corporation or the conveyance of all or 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
thereto would have been entitled to upon such consolidation, merger, business
combination, sale 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, business combination,
sale or conveyance unless prior to the consummation thereof the successor (if
other than the Company) resulting there from, 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 shares of its
capital stock (other than shares of 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 the record date mentioned below 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.

                  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


                                       8
<PAGE>
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 manner 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 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" shall mean the average of the daily sales price regular
way for the preceding ten (10) Trading Days before such day or, on 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 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 for the preceding ten (10) Trading Days before such day or,
in the absence of one or more such quotations, the average of the closing bid
and asked prices for the preceding ten (10) Trading Days before such day 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


                                       9
<PAGE>
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     TREASURY SHARES. The number of shares of Common
Stock outstanding at any time shall not include shares owned or held by or for
the account of the Company or any of its subsidiaries, and the disposition (but
not the cancellation) of any such shares in tranches greater than 10,000 shall
be considered an issue or sale of the Common Stock for the purposes of Section
9.

                  9.14     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, setting forth the computation
by which such adjustment was made, and confirming that such adjustments and
calculations have been made in accordance with the terms hereof.

                  9.15     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. The Company shall make a payment in cash in respect of any fractional
shares which might otherwise be issuable upon exercise of these Warrants,
calculated by multiplying the fractional share amount by the Closing Bid price
of the Company's Common Stock on the date of exercise; provided that the
exercise of multiple Warrants shall be aggregated so that a cash payment in
respect of fractional shares pursuant to this Section 10 shall not be made as
to a total number greater than one for any single exercise.

         11.      REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND
REGISTRATION RIGHTS. Boeing represents and warrants to the Company that Boeing
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:


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<PAGE>
         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 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 Boeing 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)      Boeing 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


                                      11
<PAGE>
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 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 material
                  information as the Company may reasonably request concerning
                  the Holder and its holdings of securities of the Company and
                  the proposed method of sale or other disposition of the
                  Warrant Shares and such other information 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


                                      12
<PAGE>
                  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 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
                  other-wise 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
                  fees and selling commissions applicable to its Warrant Shares
                  and the Company (or others) shall pay the fees and selling
                  commissions applicable to all other shares of Common Stock
                  being sold. Such sharing shall be in the proportion that the
                  number of Warrant Shares being registered for the Holders
                  bears to the total number of other shares of Common Stock
                  being so registered.

                           (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


                                      13
<PAGE>
                  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 of the Holder, each
                  underwriter for the Holder and the officers, directors,
                  agents and employees of the foregoing against any losses,
                  claims, damages, costs, actions or liabilities to which the
                  Holder, controlling person, underwriter or any officers,
                  directors, agents or employees of the foregoing may become
                  subject under the Act or otherwise, insofar as such losses,
                  claims, damages, costs, actions 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
                  expenses reasonably incurred by each such indemnified person
                  in connection with investigating or defending against any
                  such loss, claim, damage, liability, cost or action;
                  provided, however, that the Company shall not be liable to a
                  Holder, controlling person or underwriter for any losses,
                  claims, damages, liabilities, costs 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 person seeking
                  indemnification hereunder to the Company specifically 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 the officers, directors, agents and
                  employees of the foregoing against any such losses, claims,
                  damages, liabilities, costs 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, costs 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 fault committed in connection with the statements or
omissions which resulted in such losses, claims, damages, costs 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


                                      14
<PAGE>
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, costs or liabilities
that arise solely out of or are based upon written information furnished by
such indenmitee 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 Boeing 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 Boeing 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


                                      15
<PAGE>
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, 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

                  If to Boeing:

                  ____________________________________

                  ____________________________________

                  ____________________________________

                  ____________________________________

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. Each party hereto may from
time to time change the address to which notices to it are delivered or mailed
hereunder by notice in writing to the other party.

         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, without giving
effect to principles of conflict of law. The Company hereby irrevocably submits
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 they may effectively do so under applicable law, any objection which
they 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 suite,
action or proceeding brought in any such court has been brought in an
inconvenient forum.


                                      17
<PAGE>
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 L. Harris
                                   --------------------------------------------

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


                                THE BOEING COMPANY


                                By: /s/ Jordan S. Weltman
                                   --------------------------------------------

                                Title: Managing Director - Customer Financing
                                      -----------------------------------------


                                      18
<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
                                March ___, 2005

                              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 March
___, 2005, 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"), as such Warrant Price may be adjusted pursuant to the Warrant
Agreement.

         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 March ___, 2000 (the "Warrant Agreement") by and between the Company and The
Boeing Company ("Boeing"), 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.


<PAGE>
         The 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 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 of Common Stock shall be issued upon the exercise
of any Warrant but the Company shall pay the cash value of any fraction upon
the exercise of the 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 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.


                                      20
<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:
      -------------------


                                      21
<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:
      -------------------


                                      22
<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:
                                              ---------------------------------


                                      23