WORLD AIRWAYS INC /DE/
MARTINEZ 1ST AMENDMENT
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>8
<FILENAME>dex109.txt
<DESCRIPTION>MARTINEZ 1ST AMENDMENT
<TEXT>
<PAGE>

Exhibit 10.9
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                                  AMENDMENT ONE
                                     TO THE
                              EMPLOYMENT AGREEMENT

         THIS AMENDMENT ONE, dated May 1, 2001, to the Employment Agreement
dated September 1, 1999, (the "Agreement") between World Airways, Inc., a
Delaware corporation ("World" or the "Company"), and Randy Martinez
("Martinez").

         WHEREAS, the original Agreement provided Mr. Martinez the opportunity
to terminate the Agreement for Good Reason if, among other things, the Company
relocated its general and administrative offices to an area other than the
Washington, D.C. Standard Metropolitan Statistical Area; and

         WHEREAS, the Company does not want Mr. Martinez to terminate his
employment for Good Reason at this time; and

         WHEREAS, after the relocation of Company headquarters to Peachtree
City, Georgia, Mr. Martinez wishes to have the same protection in the event the
Company's headquarters are moved outside the Atlanta Standard Metropolitan
Statistical Area; and

         WHEREAS, in order to provide stability for both the Company and Mr.
Martinez after the relocation of Company headquarters to Peachtree City,
Georgia, both parties wish to extend the Term of this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and other mutual
covenants and promises contained herein, the sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.  Effective May 1, 2001, Section 2. Term is deleted in its entirety and
    replaced with the following:

         Section 2. Term. The period of employment shall be from May 1, 2001
                    ----
         through December 31, 2005, unless further extended or sooner terminated
         as hereafter set forth. In the absence of notice from the Chairman of
         the Board ("Chairman") that this Agreement will not be renewed, this
         Agreement shall be renewed on the same terms and conditions for one
         year from the date of expiration. Not later than July 1, 2005, Martinez
         shall initiate discussion with the Chairman regarding the renewal of
         this Agreement. At that time, if Martinez wishes to renew this
         Agreement on different terms, Martinez shall give written notice to the
         Chairman. If the Chairman does not wish to renew this Agreement, or
         wishes to renew this Agreement on different terms, the Chairman shall
         give written notice to Martinez not later than July 1, 2005. If the
         Chairman gives such a notice and the parties do not agree in writing to
         an extension of this Agreement, it will expire at the end of the Term.

<PAGE>

2.  In section 5(e), Termination, By Martinez for Good Reason, beginning on the
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    fourth line, delete "Washington D.C. Standard Metropolitan Statistical Area"
    and replace it with "Atlanta, Georgia, Standard Metropolitan Statistical
    Area."

3.  Except as amended hereby, all of the terms and conditions set forth in the
    Agreement shall remain the same and in full force and effect. Capitalized
    terms used but not defined herein shall have the same meaning as in the
    Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Number One as of the date and year first above written.

                                             WORLD AIRWAYS, INC.

                                             By: ____________________________
                                                 Hollis L. Harris
                                                 Chairman and CEO

                                                 ____________________________
                                                 Randy Martinez

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