EMPLOYMENT AGREEMENT

    THIS EMPLOYMENT  AGREEMENT  ("Agreement") is made as of the 16th day of
November,  1997, by and between  WORLDCORP,  INC., a Delaware  corporation,  its
successor and assigns ("WorldCorp") and PATRICK F. GRAHAM ("Graham").

                                    RECITALS

    WHEREAS,  WorldCorp  desires to employ  and retain  Graham as its Chief
Executive  Officer and Graham  desires to be employed by  WorldCorp on the terms
and in  consideration  of  WorldCorp's  provision of the benefits to be provided
under this Agreement.

    WHEREAS, WorldCorp and Graham desire to set forth the terms of Graham's
employment and the compensation and benefits to be provided by WorldCorp in this
Agreement.

                                     TERMS

    IN CONSIDERATION OF the mutual covenants  contained  herein,  WorldCorp
and Graham agree as follows:

    1.  Employment.  WorldCorp agrees to employ Graham and Graham 
agrees to be employed by WorldCorp on the terms and conditions hereinafter
set forth.

    2.  Commencement Date and Term. The commencement date of this Agreement
shall be as of  November  16,  1997 (the  "Commencement  Date").  Subject to the
provisions of Section 5, the term of Graham's employment  hereunder shall be for
two (2) years from the Commencement  Date until and including  November 15, 1999
(the "Original  Expiration  Date");  provided,  however,  that the term shall be
extended  automatically  for an additional  period of one (1) year commencing on
the Original  Expiration  Date unless  either  WorldCorp or Graham gives written
notice  to the  other,  at  least  twelve  (12)  months  prior  to the  Original
Expiration  Date,  of  its or his  election  not to  extend  the  term  of  this
Agreement;  and provided,  further,  that the term as extended  shall be further
extended  automatically  for an additional  period of one (1) year commencing on
the first  anniversary of the Original  Expiration  Date and on each  subsequent
anniversary  thereafter,  unless either WorldCorp or Graham gives written notice
to the other, at least six (6) months prior to the date of any such anniversary,
of its or his election  not to further  extend the term of this  Agreement.  The
last  day of the  term as so  extended  from  time to time is  herein  sometimes
referred to as the "Expiration Date."

    3.  Positions and Duties.  Graham shall serve  WorldCorp as WorldCorp's
Chief Executive  Officer with the duties described in WorldCorp's  Bylaws, as in
effect  on the  Commencement  Date,  and  in  the  attached  Exhibit  A to  this
Agreement, and such other duties as WorldCorp's Board of Directors (the "Board")
shall  reasonably  assign from time to time.  During his  employment  hereunder,
Graham  shall  devote  such time and effort as shall be  reasonably  required to
discharge his duties  hereunder.  At all times during his employment  hereunder,
Graham  shall  continue  to serve as a member of the Board,  and Graham may also
serve as a member  of the board of  directors  or  similar  body of, or in other
offices or positions with respect to, any other company
or companies that are not direct  commercial  competitors  of WorldCorp.  Graham
agrees to resign from the Board of Directors of WorldCorp upon and in connection
with the termination of his  employment,  provided that all of the terms of this
Agreement have been satisfied and all of WorldCorp's  obligations hereunder have
been fulfilled.

    4. Compensation and Benefits.  The compensation and benefits payable to
Graham for all  services  rendered by Graham  under this  Agreement  shall be as
follows:
         (a) Salary. WorldCorp shall pay Graham a minimum salary at the
rate of $350,000  per year.  Such  salary  shall be (i)  payable  bi-monthly  in
accordance  with  WorldCorp's  standard  payroll  policies (and prorated for any
partial pay period),  and (ii) subject to review and increase (but not decrease)
at any time in the discretion of the Board.
<PAGE>
         (b)  Annual  Bonus.  Graham  shall be  entitled  to receive an
annual bonus of up to 75% of his annual salary to be determined in good faith by
the  Compensation  Committee  of  WorldCorp's  Board  of  Directors  based  upon
WorldCorp's achievement of the performance goals set forth on Exhibit B attached
to this  Agreement.  Such  bonus  shall be paid not later  than  April 15 of the
calendar  year  following  the calendar  year to which it applies.  In addition,
Graham shall be entitled to participate in all bonus and incentive  compensation
plans or arrangements  provided by WorldCorp to its officers and directors after
the Commencement Date.

        (c) Business  Expenses.  WorldCorp shall reimburse  Graham for
all  reasonable  travel  and  other  business  expenses  incurred  by him in the
performance of his duties and responsibilities, including without limitation any
such  expenses  incurred in connection  with Graham's  commuting to and from his
residence  and  WorldCorp   offices   (including  air   transportation,   ground
transportation  (including  provision of an automobile)  and lodging  (including
maintenance of an  apartment)),  subject to and consistent  with, in the case of
periodic   expense   reimbursements,   WorldCorp's   policies  with  respect  to
substantiation  and  documentation  as may be  established  by WorldCorp for all
officers and directors  from time to time.  WorldCorp also agrees to provide for
the payment of or to reimburse  Graham for any legal fees and costs  incurred in
connection with the drafting, review and execution of this Agreement.

        (d) Stock  Options.  Graham  shall be granted,  subject to the
Stock Option  Agreements in the forms  attached  hereto as Exhibits C-1, C-2 and
C-3, respectively:

             1.  Options (the "WorldCorp Term Options") to 
purchase 50,000 shares of  WorldCorp's  Common  Stock,  par value  $.001 per 
share  ("WorldCorp  Common Stock")  pursuant to the 1988  WorldCorp  Stock
Option Plan, or, if agreed to by WorldCorp  and Graham,  any stock  option or
incentive  plan which is hereafter adopted by WorldCorp  (the  "Plan"),  at 
an exercise  price of $1.75,  with such Options  vesting  with  respect to an
equal number of the total shares as of the end of  each  of the  first  
twenty-four  (24)  calendar  months  following  the Commencement Date.

            2.  Options to purchase  100,000  shares of  WorldCorp's  Common 
Stock (the "WorldCorp  Performance  Options")  pursuant to the 1988 WorldCorp
Stock Option Plan or, if agreed by WorldCorp and Graham,  any stock option or 
incentive  plan which is hereafter adopted by
WorldCorp (the "Plan"),  at an exercise price of $1.75, which Options shall vest
in their entirety upon the tenth anniversary of the Commencement  Date,  subject
to the following acceleration of such vesting:

                (i) the vesting of the Option as to the first 16,666.67 of the
100,000  WorldCorp  Performance  Options shall be accelerated on and to the 21st
day  following  any twenty (20)  trading-day  period  during which the Company's
stock traded at or above $2.18;

                (ii) the vesting of the Option as to the second 16,666.67 of the
100,000  WorldCorp  Performance  Options shall be accelerated on and to the 21st
day following  any (20)  trading-day  period  during which the  Company's  stock
traded at or above $2.72;

                (iii) the vesting of the Option as to the third 16,666.67 of the
100,000  WorldCorp  Performance  Options shall be accelerated on and to the 21st
day  following  any twenty (20)  trading-day  period  during which the Company's
stock traded at or above $3.40;

                (iv) the vesting of the Option as to the fourth 16,666.67 of the
100,000  WorldCorp  Performance  Options shall be accelerated on and to the 21st
day  following  any twenty (20)  trading-day  period  during which the Company's
stock traded at or above $4.25;

                (v) the vesting of the Option as to the fifth 16,666.67 of the
100,000  WorldCorp  Performance  Options shall be accelerated on and to the 21st
day  following  any twenty (20)  trading-day  period  during which the Company's
stock traded at or above $5.31; and
<PAGE>
                (vi) the vesting of the Option as to the sixth 16,666.67 of the
100,000  WorldCorp  Performance  Options shall be accelerated on and to the 21st
day  following  any twenty (20)  trading-day  period  during which the Company's
stock traded at or above $6.63.

            3. Options (the Intelidata Term Options") to purchase 100,000 
shares of Intelidata's Common Stock, par value $.001 per share ("Intelidata
Common  Stock") owned by  WorldCorp,  at an exercise  price of $2.98,  with such
Options  vesting  with  respect to an equal number of the total shares as of the
end of  each  of the  first  twenty-four  (24)  calendar  months  following  the
Commencement Date.

            4. Options to purchase 250,000 shares of Intelidata's Common Stock 
(the "Intelidata  Performance  Options") owned by WorldCorp,  at an exercise 
price of $2.98,  which Options shall vest in their entirety upon the tenth 
anniversary of the Commencement Date, subject to the following acceleration of 
such vesting:

                (i)  the vesting of the Option as to the first 41,666 of the 
250,000 Intelidata  Performance  Options shall be accelerated on and to the
21st day following any twenty (20) trading-day period during which the Company's
stock traded at or above $3.72;

                (ii) the vesting of the Option as to the second 41,666 of the
250,000 Intelidata Performance Options shall be accelerated on and to the 21st 
day following any twenty (20) trading-day period during which the Company's
stock traded at or above $4.65;

                (iii) the vesting of the Option as to the third 41,666 of the 
250,000 Intelidata  Performance  Options shall be accelerated on and to the
21st day following any twenty (20) trading-day period during which the Company's
stock traded at or above $5.81;

                (iv) the vesting of the Option as to the fourth 41,666 of the 
250,000 Intelidata  Performance  Options  shall  be  accelerated  on and to 
the 21st day following any twenty (20)  trading-day  period during which the
Company's  stock traded at or above $7.26;

                (v) the vesting of the Option as to the fifth 41,666 of the 
250,000 Intelidata  Performance  Options  shall  be  accelerated  on and to the 
21st day following any twenty (20)  trading-day  period during which the 
Company's  stock traded at or above $9.07; and

                (vi) the vesting of the Option as to the sixth 41,666 of the 
250,000 Intelidata  Performance  Options  shall  be  accelerated  on and to the
21st day following any twenty (20)  trading-day  period during which the 
Company's  stock traded at or above $11.33;

            5.  Options  (the "World  Airways  Term  Options") to purchase 
30,000  shares of World  Airways  Common  Stock,  par value $.001 per share
("World  Airways  Common  Stock")  owned by WorldCorp,  at an exercise  price of
$7.92,  with such  Options  vesting with respect to an equal number of the total
shares  as of the end of each of the  first  twenty-four  (24)  calendar  months
following the Commencement Date.

            6. Options to purchase 70,000 shares of World Airways
Common Stock (the "World Airways Performance  Options") owned by WorldCorp,
at an exercise  price of $7.92,  which Options shall vest in their entirety upon
the  tenth  anniversary  of the  Commencement  Date,  subject  to the  following
acceleration:

              (i) the vesting of the Option as to the first 11,666 of the 70,000
World Airways  Performance  Options shall be  accelerated on and to the 21st day
following any twenty (20)  trading-day  period during which the Company's  stock
traded at or above $9.9;

              (ii) the vesting of the Option as to the second 11,666 of the 
70,000 World Airways Performance Options shall be accelerated on and to the
21st day following any (20) trading-day  period during which the Company's stock
traded at or above $12.37;
<PAGE>
              (iii) the vesting of the Option as to the third 11,666 of the 
70,000 World Airways Performance Options shall be accelerated on and to the
21st day following any twenty (20) trading-day period during which the Company's
stock traded at or above $15.46;

              (iv) the vesting of the Option as to the fourth 11,666 of the 
70,000 World Airways  Performance  Options shall be  accelerated on and to the 
21st day following any twenty (20)  trading-day  period during which the 
Company's  stock traded at or above $19.32;

              (v) the vesting of the Option as to the fifth 11,666 of the 70,000
World Airways  Performance  Options shall be  accelerated on and to the 21st day
following any twenty (20)  trading-day  period during which the Company's  stock
traded at or above $24.15; and

             (vi) the vesting of the Option as to the sixth 11,666 of the 70,000
World Airways  Performance  Options shall be  accelerated on and to the 21st day
following any twenty (20)  trading-day  period during which the Company's  stock
traded at or above $30.18.

         The WorldCorp Term Options and WorldCorp Performance Options granted to
Graham are intended to, and shall to the extent  permitted by law be  structured
so as to,  qualify as incentive  stock options under Section 422 of the Internal
Revenue Code of 1986, as amended.

                  (e) Regular Benefits.  Graham shall be entitled to participate
in all benefit  plans or  arrangements  available  to officers or  directors  of
WorldCorp,  all as more  specifically  summarized  on Exhibit D attached to this
Agreement,  including without limitation  WorldCorp's Employee Savings and Stock
Ownership Plan, any medical  insurance,  life insurance,  long-term  disability,
retirement and security plans, savings and qualified or nonqualified  retirement
plans,  and other  benefit plans from time to time  established  for officers or
directors  of  WorldCorp.  During the term of this  Agreement,  WorldCorp  shall
maintain and pay the annual  premiums on a term life insurance  policy  insuring
Graham's  life and providing  for a death  benefit of at least  $5,000,000,  and
Graham  shall be owner of and shall enjoy all  incidents  of  ownership  of such
policy,  including  without  limitation  the  right  to  designate  one or  more
beneficiaries of, and to assign the ownership of, such policy from time to time.
If any benefits to which Graham shall  otherwise be entitled  hereunder  are not
permitted to be provided to him under any applicable plan document or applicable
law governing the payment or provision of such benefits,  WorldCorp shall pay or
provide for payment of equivalent benefits,  taking into account service credits
for such benefits,  to Graham or his estate or  beneficiaries.  WorldCorp  shall
reimburse  Graham on an annual basis for premiums paid by Graham with respect to
a disability  policy  selected by Graham  providing for benefits of up to 75% of
Graham's average annual compensation (calculated in accordance with the terms of
such  policy),  plus an amount  sufficient  to pay all federal,  state and local
taxes applicable to such payment.

                  (f)   Indemnification;   Directors   and  Officers   Liability
Insurance.   WorldCorp   shall  provide  or  cause  to  be  provided  to  Graham
indemnification  against all expenses  (including  attorneys' fees),  judgments,
fines and amounts paid in settlement in connection with any threatened,  pending
or  completed  action,  claim,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  (including  an  action  by or in the right of
WorldCorp) by reason of Graham serving or having served as an officer,  director
or employee of WorldCorp or any affiliate of WorldCorp.  WorldCorp shall advance
expenses  (including  attorneys'  fees) incurred by Graham in the defense of any
such action,  claim, suit or proceeding,  and WorldCorp shall maintain directors
and officers liability insurance coverage (including without limitation coverage
for claims pursuant to any state or federal  securities law or regulation)  upon
substantially the same terms and conditions as set forth in the  Indemnification
Agreement  dated as of the date of this Agreement  between Graham and WorldCorp,
Inc., a copy of which is attached as Exhibit E to this Agreement. The provisions
of this Section 4(f) are  intended to  supplement  and to be in addition to, and
not to be in lieu of, any rights of Graham granted to  WorldCorp's  officers and
directors under WorldCorp's charter, articles of
incorporation, any other corporate document, or applicable law.
<PAGE>
    5. Termination and Termination Benefits. Notwithstanding the provisions
of Section 2 of this Agreement,  Graham's  employment  hereunder shall terminate
under  the  following  circumstances  and  shall  be  subject  to the  following
provisions:

             (a) Death.  In the event of  Graham's  death  during  Graham's
employment  hereunder,  Graham's  employment  shall terminate on the date of his
death.   Notwithstanding   such  termination,   Graham's  estate  or  designated
beneficiaries  shall be  entitled  to  receive  (i) the salary  specified  under
Section  4(a) above for a period of one (1) month  following  the date of death,
(ii) any accrued  portion of any bonus which is  ultimately  determined  to have
been payable to Graham and allocable to the period prior to death, and (iii) any
benefits  which shall have been provided to Graham under Section 4 to the extent
permitted under any applicable plan documents.

             (b)  Disability.  If, due to any  physical or mental  illness,
condition, dependency or incapacity (hereafter,  "disability"),  Graham shall be
unable   to   adequately   perform   substantially   all  of  his   duties   and
responsibilities  hereunder,  and  provided  such  disability  continues  for an
uninterrupted  period of at least  twelve (12) months,  (a) Graham's  employment
hereunder  shall be deemed  terminated  as of the end of the relevant  period of
disability or, if later, the final  determination  of such  disability,  and (b)
WorldCorp,  acting  through its Board and at any time prior to the expiration of
any  relevant  period  of  disability  and  the  final   determination  of  such
disability,  may designate another executive to act in Graham's place during the
period of such disability.  In the event of any dispute as to whether Graham has
suffered a disability justifying termination,  such dispute shall be resolved at
WorldCorp's cost by a panel of three physicians,  one designated by Graham,  one
designated by WorldCorp,  and a third designated by the first two panel members.
Notwithstanding  any termination of Graham's employment under this Section 5(b),
WorldCorp  shall  continue to pay to Graham his full salary and  benefits  under
Section  4 of this  Agreement  until  the  earlier  of the date on which  Graham
becomes  eligible for disability  income payments under  WorldCorp's  disability
income plan or the Expiration Date. While receiving  disability  income payments
under such  plan,  WorldCorp  shall  continue  to pay to Graham  the  difference
between such disability income payments and his salary under Section 4 until the
Expiration  Date (but not any  bonus,  except  as  accrued  through  the date of
determination  of  disability).  Notwithstanding  the  termination  of  Graham's
employment hereunder,  Graham shall be entitled to continue participation in all
medical and other  benefit  plans  provided for under  Section 4 for a period of
time  following  such  termination  equal in  length to the  period of  Graham's
employment  with  WorldCorp.  If any benefits to which Graham shall otherwise be
entitled  hereunder are not permitted to be provided to him under any applicable
plan  document or  applicable  law  governing  the payment or  provision of such
benefits,  WorldCorp  shall pay or provide for payment of  equivalent  benefits,
taking into account service  credits for such benefits,  to Graham or his estate
or beneficiaries.

             (c)  Termination  by  WorldCorp  for  Cause.  Subject  to  the
provisions of this Section 5(c), Graham's employment hereunder may be terminated
by WorldCorp  for Cause.  If the Board  determines  by the majority  vote of its
entire  membership  that Graham should be terminated for Cause,  the Board shall
send written notice to Graham setting forth in reasonable detail the nature
of the Cause.  No  termination  shall become  effective  under this Section 5(c)
until (i) such vote is  obtained  and such  notice  is sent to and  received  by
Graham, (ii) following Graham's receipt of such notice, Graham has been provided
a reasonable  opportunity  to meet with the entire Board and discuss the Board's
notice to him, and (iii) following such meeting,  the Board ratifies its earlier
vote to terminate  Graham for Cause by a second vote of a majority of its entire
membership.  Only the following shall constitute  "Cause" for such  termination:
(i) gross negligence,  willful misconduct or dishonesty in office or breach of a
material fiduciary duty owed to WorldCorp;  (ii) conviction of a felony, a crime
of moral  turpitude or  commission  of an act of  embezzlement  or fraud against
WorldCorp or any  affiliate of  WorldCorp;  (iii)  willful  failure to perform a
substantial  portion of his duties and  responsibilities  hereunder (unless such
failure results from Graham's illness or disability).
<PAGE>
             (d)   Termination  by  WorldCorp   Without   Cause.   Graham's
employment with WorldCorp may be terminated by WorldCorp  without Cause provided
that (i) such  termination  is approved by the  affirmative  vote of  two-thirds
(2/3) of all  members of the Board,  (ii)  Graham is given at least  ninety (90)
days'  prior  written  notice of such  termination,  and (iii)  Graham  shall be
entitled to receive the  benefits  described  herein and in Section  5(f) below.
Notwithstanding the termination of Graham's employment  hereunder,  Graham shall
be entitled to continue  participation  in all medical and other  benefit  plans
provided for under Section 4 for a period  following such  termination  equal to
the period of  Graham's  employment  with  WorldCorp.  If any  benefits to which
Graham shall otherwise be entitled hereunder are not permitted to be provided to
him under any  applicable  plan document or applicable law governing the payment
or provision  of such  benefits,  WorldCorp  shall pay or provide for payment of
equivalent benefits,  taking into account service credits for such benefits,  to
Graham or his estate or beneficiaries.

             (e) Termination by Graham. Graham may terminate his employment
hereunder  with or without Good Reason (as defined below) by giving the Board at
least thirty (30) days' prior written notice of  termination of his  employment,
and he shall not be required to render any further  services to WorldCorp  after
the expiration of such thirty (30)-day  period.  In the event of termination for
Good  Reason,  Graham  shall  specify in the  notice the event or  circumstances
constituting Good Reason. In the event of termination by Graham for Good Reason,
Graham shall be entitled to the compensation  and benefits  specified herein and
in Section  5(f)  below.  In the event of  termination  by Graham  without  Good
Reason,  Graham shall be entitled to no further  compensation  or benefits under
this Agreement other than any salary accrued prior to the effective date of such
termination  and the  right to retain  ownership  of the life  insurance  policy
described in Section 4(e) above.  Notwithstanding  the  termination  of Graham's
employment hereunder,  Graham shall be entitled to continue participation in all
medical  and other  benefit  plans  provided  for  under  Section 4 for a period
following  such  termination  equal to the period of  Graham's  employment  with
WorldCorp. If any benefits to which Graham shall otherwise be entitled hereunder
are not  permitted to be provided to him under any  applicable  plan document or
applicable  law governing the payment or provision of such  benefits,  WorldCorp
shall pay or provide for payment of  equivalent  benefits,  taking into  account
service  credits for such  benefits,  to Graham or his estate or  beneficiaries.
Only the following shall constitute "Good Reason" for termination by Graham: (i)
the  relocation of WorldCorp's  principal  offices or  headquarters  or Graham's
place  of  employment  to  a  location  which  would  make  Graham's   continued
maintenance  of his  principal  residence in Boston,  Massachusetts,  materially
inconvenient  to him;  whether in terms of expense,  commuting or travel time or
other factors; (ii) the
failure of Graham at any time to be elected to or to  continue to be entitled to
serve on the Board; (iii) the failure of WorldCorp to comply with the provisions
of Section 4 of this  Agreement  or material  breach by  WorldCorp  of any other
provision of this Agreement, including without limitation WorldCorp's failure to
make any  payment  under  Section 4 within five (5) days of the due date of such
payment or WorldCorp's  failure to determine Graham's annual bonus in good faith
and on a timely basis; (iv) the material  diminishment or material change in the
duties,  responsibilities  or position of Graham,  (v) the  discontinuation  of,
diminution  in the benefits  payable  under,  or material  adverse  amendment or
alteration  of,  and  whether  it  impacts  all   participants  or  only  Graham
individually,  any  compensation,  bonus or benefit plan or arrangement in which
Graham  was  entitled  to  participate  as of the  Commencement  Date and  which
constitutes a material part of Graham's total compensation and benefits,  unless
an  economically  equivalent  substitute  arrangement  or benefit  acceptable to
Graham is adopted for the benefit of Graham; (vi) the sale, acquisition, merger,
consolidation,  dissolution, liquidation,  reorganization or other restructuring
of  WorldCorp;  or (vii) the  occurrence  of a Change in Control  (as defined in
Section 5(g) below) with respect to WorldCorp.

             (f)  Acceleration  of Salary,  Bonus and  Benefits  if Without
Cause or for Good Reason. In the event of termination by WorldCorp without Cause
and other  than for death or  disability,  or by Graham  with Good  Reason,  (i)
WorldCorp  shall within five (5) days after the date of termination  pay Graham,
in one lump-sum payment,  the total undiscounted amount of his entire salary and
bonus which would otherwise  become due and payable under Sections 4(a) and 4(b)
through the  Expiration  Date (or, in the case of any bonus not yet  determined,
such bonus  shall be paid within five (5) days after the amount of such bonus is
determined);  (ii) any stock  options  to which  Graham  was or may have  become
entitled, whether or not granted or vested as of the date of termination,  shall
be immediately granted and become immediately vested and exercisable;  and (iii)
the regular benefits  described in Section 4(e) shall continue to be provided to
<PAGE>
Graham at  WorldCorp's  expense as provided under Sections 5(d) and 5(e). In the
event WorldCorp fails to make any payment or provide any benefit hereunder,  the
unpaid  amount or value of the benefit  will  accrue  interest at an annual rate
equal to the prime rate charged by WorldCorp's  primary depository bank plus 5%,
and Graham shall be entitled to reimbursement of all costs, including reasonable
attorneys' fees and costs, incurred by him as a result of any such nonpayment or
any actions to collect the same.

             (g) Change in Control.  As used herein,  a "Change in Control"
shall  mean the  occurrence  of any of the  following  events  or  circumstances
subsequent to the date of this  Agreement,  it being agreed that no circumstance
or event  occurring on or before the date of this Agreement  shall  constitute a
Change in Control:

                   (i)  The acquisition by an individual, entity or group 
(within  the meaning of Section  13(d)(3)  or  14(d)(2)  of the  Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act") other than a trustee or
other fiduciary  holding  securities under an employee benefit plan of WorldCorp
(a  "Person"),  of  beneficial  ownership  (within  the  meaning  of Rule  13d-3
promulgated  under  the  Exchange  Act)  of 20%  or  more  of  either  the  then
outstanding  shares of common stock of  WorldCorp  (the  "Outstanding  WorldCorp
Common  Stock") or the  combined  voting  power of the then  outstanding  voting
securities of WorldCorp  entitled to vote generally in the election of directors
(the "Outstanding WorldCorp Voting Securities");

                  (ii)  There occurs any acquisition, merger or consolidation 
of  WorldCorp,  by,  with or  into  any  other  corporation  (other  than a
wholly-owned  subsidiary  of  WorldCorp)  and  individuals  who are directors of
WorldCorp immediately prior to the time the agreement of acquisition,  merger or
consolidation  is executed  shall fail to  constitute a majority of the board of
directors of the survivor or successor company at any time after consummation of
the transaction; or

                 (iii) The shareholders of WorldCorp approve a sale or
disposition by WorldCorp of all or substantially all of its assets or a plan 
of dissolution and liquidation of WorldCorp.

             (h) Gross-Up for Excise Taxes.  In the event any payment under
this Section 5 or otherwise to or for the benefit of Graham (determined  without
regard to any additional payments required under this Section 5(h))(a "Payment")
would be  subject to the excise  tax  imposed  by Section  4999 of the  Internal
Revenue Code of 1986,  as amended,  or any interest or penalties are incurred by
Graham with respect to such excise tax  (collectively,  the "Excise Tax"),  then
Graham shall be entitled to receive an additional payment (a "Gross-Up Payment")
in an amount such that after  payment by Graham of all taxes  (including  income
taxes and  interest  and  penalties  imposed with respect to such taxes) and the
Excise Tax  imposed on the  Gross-Up  Payment,  Graham  retains an amount of the
Gross-Up  Payment  equal  to  the  Excise  Tax  imposed  on  the  Payments.  All
determinations  required  to be made  under this  Section  5(h) shall be made by
WorldCorp's  regular  independent  auditors  as of the  date of  termination  of
Graham's employment hereunder,  and all fees and expenses of such auditors shall
be borne by WorldCorp.

    6. Company Property.  Upon the termination of Graham's employment under
this Agreement,  Graham shall be entitled to retain, as his own property, mobile
telephones,   notebook  computers  and  related  peripherals,  other  electronic
equipment, furnishings, and other property issued to Graham in the course of his
employment.

    7.  Noncompete.  For a  period  of one (1) year  following  the date of
termination of Graham's  employment  hereunder  other than by WorldCorp  without
Cause or by Graham for Good  Reason,  Graham will not,  directly or  indirectly,
whether  as  an  owner,  partner,  shareholder,   consultant,  agent,  employee,
co-venturer or otherwise,  or through any other person or entity,  engage in the
business of selling and/or  providing ACMI leases or any other business which is
competitive with WorldCorp's  business within  WorldCorp's  existing or expanded
business markets.
<PAGE>
    8.  Beneficiary.  Any payments to which  Graham is entitled  under this
Agreement  shall,  in the event of his death,  be made to his wife or such other
persons as Graham shall  designate in writing to WorldCorp from time to time. If
no such  beneficiaries  survive Graham,  such payments shall be made to Graham's
estate.

    9. Arbitration of Disputes.  Any controversy or claim arising out of or
relating to the  employment  relationship  between  Graham and  WorldCorp,  this
Agreement or any breach  thereof shall be settled by  arbitration  in accordance
with the laws of the Commonwealth of Virginia by three arbitrators,  one of whom
shall be appointed by WorldCorp, one by Graham and the third by the first
two arbitrators. If the first two arbitrators cannot agree on the appointment of
a third arbitrator, then the third arbitrator shall be appointed by the American
Arbitration Association in Washington,  D.C. Such arbitration shall be conducted
in  Washington,  D.C. in accordance  with the rules of the American  Arbitration
Association.  Judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof. The party against whom the arbitrators
shall render an award shall pay the other party's reasonable attorneys' fees and
other  reasonable  costs and expenses in connection  with the enforcement of its
rights under this Agreement  (including the enforcement of any arbitration award
in court),  unless and to the extent the arbitrators  shall determine that under
the circumstances  recovery by the prevailing party of all or a part of any such
fees and costs and expenses would be unjust.

    10.  Assignment;  Successors and Assigns,  etc.  Neither  WorldCorp nor
Graham may make any  assignment  of this  Agreement or any interest  herein,  by
operation of law or otherwise,  without the prior  written  consent of the other
party;  provided,  however,  that  WorldCorp  may assign  its rights  under this
Agreement  without  the  consent  of Graham in the event  that  WorldCorp  shall
hereafter  effect a  reorganization,  consolidate  with or merge  into any other
Person,  or transfer all or substantially all of its properties or assets to any
other Person.  This Agreement  shall inure to the benefit of and be binding upon
WorldCorp and Graham, their respective  successors,  executors,  administrators,
heirs  and  permitted  assigns.  In the  event of  Graham's  death  prior to the
completion by WorldCorp of all payments due him under this Agreement,  WorldCorp
shall  continue such payments to Graham's  beneficiary  designated in writing to
WorldCorp  prior to his  death  (or to his  estate,  if he  fails  to make  such
designation).

    11. Enforceability. If any portion or provision of this Agreement shall
to any extent be  declared  illegal  or  unenforceable  by a court of  competent
jurisdiction,  then the remainder of this Agreement,  or the application of such
portion  or  provision  in  circumstances  other than those as to which it is so
declared  illegal or  unenforceable,  shall not be  affected  thereby,  and each
portion and provision of this  Agreement  shall be valid and  enforceable to the
fullest extent permitted by law.

    12. Waiver. No waiver of any provision hereof shall be effective unless
made in writing  and signed by the  waiving  party.  The failure of any party to
require the  performance  of any term or  obligation of this  Agreement,  or the
waiver  by any party of any  breach of this  Agreement,  shall not  prevent  any
subsequent  enforcement  of such term or obligation or be deemed a waiver of any
subsequent breach.

    13. Notices.  Any notices,  request,  demands and other  communications
provided for by this  Agreement  shall be sufficient if in writing and delivered
in person or sent by registered  or certified  mail,  postage  prepaid (in which
case notice shall be deemed to have been given on the third day after  mailing),
or by overnight  delivery by a reliable overnight courier service (in which case
notice  shall be  deemed to have been  given on the day after  delivery  to such
courier  service) to Graham at the last address Graham has filed in writing with
WorldCorp  or, in the case of WorldCorp,  at its main offices,  attention of the
Board.

    14.  Entire  Agreement;  Amendment.  This  Agreement  may be amended or
modified only by a written instrument approved by each of the Board of WorldCorp
and  the  Compensation  Committee  thereof,  signed  by  Graham  and  by a  duly
authorized representative of WorldCorp.  This Agreement,  constitutes the entire
agreement  between the parties with respect to the subject  matter hereof and no
agreements  or  representations,  oral or  otherwise,  express or implied,  with
respect to the subject  matter  hereof have been made by either  party which are
not expressly set forth in this Agreement.

    15.  Governing Law. This is a Virginia  contract and shall be construed
under  and be  governed  in all  respects  by the  laws of the  Commonwealth  of
Virginia, without giving effect to the choice of law principles of any state.

<PAGE>


                   [THIS SPACE INTENTIONALLY LEFT BLANK]

         IN  WITNESS  WHEREOF,  this  Agreement  has been  executed  as a sealed
instrument by WorldCorp,  by its duly authorized  officer,  and by Graham, as of
the date first above written.


                                                    WORLDCORP, INC.


                                                    By:


                                                    Title:


                                                    Date:





                                                    PATRICK F. GRAHAM

                                                    Date:

                                                    Address: