DEALER MANAGER AGREEMENT



                                                          July 23, 2003





Morgan Joseph & Co. Inc.

600 Fifth Avenue, 19th Floor

New York, New York 10020-2302



Dear Sirs:



         1. The Offer. World Airways, Inc., a Delaware corporation ("World

Airways" or the "Company"), proposes to make an exchange offer (hereinafter

referred to, together with any amendments, supplements or extensions thereof, as

the "Offer") to exchange up to $40.5 million aggregate principal amount of its

8% Convertible Senior Subordinated Debentures Due 2009 (the "Exchange

Debentures") for $40.5 million aggregate principal amount of the Company's

issued and outstanding 8% Convertible Senior Subordinated Debentures Due 2004

(the "Existing Debentures"), on the terms and subject to the conditions set

forth in the Offer Materials described in Section 4, copies of which have been

delivered to you.



         2. Appointment as Dealer Manager. The Company hereby appoints you,

exclusively, and you hereby accept that appointment, as the Dealer Manager (the

"Dealer Manager") in connection with the Offer, and authorizes you to act as

such in connection with the Offer. As Dealer Manager, you agree, in accordance

with your customary practice and consistent with general industry standards, to

solicit tenders of Existing Debentures pursuant to the Offer, communicating

generally regarding the Offer with brokers, dealers, commercial banks and trust

companies and similar holders of the Existing Debentures. In such capacity, you

shall act as an independent contractor, and each of your duties arising out of

your engagement pursuant to this Agreement shall be owed solely to the Company.



         The Company further authorizes you to communicate with Wachovia Bank,

N.A., in its capacity as exchange agent (the "Exchange Agent"), with respect to

matters relating to the Offer. The Company has instructed the Exchange Agent to

advise you at least daily as to the face amount of the Existing Debentures which

have been tendered pursuant to the Offer and as to such other matters in

connection with the Offer as you may request.



         Notwithstanding the foregoing, nothing set forth in this Agreement

shall require you to continue to perform your obligations hereunder (i) for the

period of time during which any restraining, injunctive or other similar order

shall remain in effect with respect to the Offer or with respect to any of the

transactions in connection with, or contemplated by, the Offer or this Agreement

if, after consultation with the Company, in your good faith judgment, you

believe it is inadvisable for you to render your services as Dealer Manager

hereunder, or (ii) if your continuing so to act would, after consultation with

the Company, in your good faith judgment, violate any statute, regulation or

other law of the United States or any state or other jurisdiction thereof

applicable to the Offer.





                                       1



{PAGE}





         3. No Liability for Acts of Dealers, Banks and Trust Companies. You

shall have no liability to the Company or any other person for any losses,

claims, damages, liabilities and expenses, including but not limited to

attorneys' fees and expenses (each a "Loss" and collectively, the "Losses"),

arising from any act or omission on the part of any broker or dealer in

securities (a "Dealer"), bank or trust company, or any other person, and neither

you nor any of your affiliates shall be liable for any Losses arising from your

own acts or omissions in performing your obligations as Dealer Manager hereunder

or otherwise in connection with the Offer, except for any such Losses which are

finally judicially determined to have resulted primarily and directly from your

bad faith or gross negligence. In soliciting or obtaining tenders, no Dealer,

bank or trust company is to be deemed to be acting as your agent or the agent of

the Company or any of its affiliates, and you, as Dealer Manager, are not to be

deemed the agent of any Dealer, bank or trust company or the agent or fiduciary

of the Company or any of its affiliates, equity holders, creditors or of any

other person. You shall not be and shall not be deemed for any purpose to act as

a partner or joint venturer of or a member of a syndicate or group with the

Company or any of its affiliates in connection with the Offer, any exchange of

the Existing Debentures, or otherwise, and neither the Company nor any of its

affiliates shall be deemed to act as your agent. The Company shall have sole

authority for the acceptance or rejection of any and all tenders.



         4. The Offer Materials. The Company agrees to furnish you, at its

expense, with as many copies as you may request of the transmittal letter to be

used in connection with the Offer (the "Transmittal Letter") and any of the

other Offer Materials (as hereinafter defined) as required. The definitive forms

of the registration statement on Form S-4 (the "Registration Statement") in

respect of the Exchange Debentures filed with the Securities and Exchange

Commission (the "Commission") (as it may be amended from time to time before it

becomes effective) and any post-effective amendment thereto and including all

exhibits thereto and all documents incorporated by reference into the prospectus

contained therein (the "Prospectus"), the Transmittal Letter, any schedule to be

filed in connection with the Offer and any other documents or materials

ancillary to any of the foregoing (including, without limitation, press

releases, advertisements and other communications), all statements and other

documents filed or to be filed with the Commission or any other federal, state,

local or foreign governmental or regulatory authorities or any court (each an

"Other Agency" and collectively, the "Other Agencies") and any amendments or

supplements to any such statements and documents, are hereinafter collectively

referred to as the "Offer Materials". You are authorized to use copies of the

Offer Materials in connection with the Offer. The Offer Materials have been or

will be prepared and approved by, and are the sole responsibility of, the

Company, which is also responsible for the distribution of the Offer Materials

to the holders of the Existing Debentures.



         You hereby agree, as Dealer Manager, that you will not disseminate any

written material for tenders of the Existing Debentures pursuant to the Offer

other than the Offer Materials, and you agree that you will not make any

statements other than the statements that are set forth in the Offer Materials

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