EX-10.3 INTELLECTUAL PROPERTY SECURITY AGREEMENT

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                                                                    EXHIBIT 10.3

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

        INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated,

supplemented or otherwise modified from time to time, the "IP Security

Agreement"), dated as of December 30, 2003, is made by the grantors listed on

the signature page hereof (collectively, the "Grantors") in favor of Citibank,

N.A. as collateral agent (the "Collateral Agent") for the Lenders (as defined

below), the Board (as defined below) and the Supplemental Guarantor (as defined

in the Loan Agreement referred to below) (the Lenders, the Board and

Supplemental Guarantor are hereinafter collectively referred to as the "Secured

Parties"). Terms defined in the Security Agreement (as defined below) and not

otherwise defined herein have the meaning as set forth in the Security

Agreement.

        WHEREAS, pursuant to that certain Loan Agreement dated as of the date

hereof (as amended, restated, extended, supplemented or otherwise modified in

writing from time to time, the "Loan Agreement") among World Airways, Inc. (the

"Borrower"), Govco Incorporated, as Primary Tranche A Lender, Citibank, N.A. as

Alternate Tranche A Lender, Citicorp USA, Inc. as Tranche B Lender (together

with Govco Incorporated, the "Lenders"), Citicorp North America, Inc. as Govco

Administrative Agent, Phoenix American Financial Services, Inc., as Loan

Administrator, Citibank, N.A. as the Collateral Agent and Agent, and Air

Transportation Stabilization Board (the "Board"), the Lenders have agreed to

make, upon the terms and conditions set forth therein, a single term loan (the

"Loan") to the Borrower; and

        WHEREAS, as a condition precedent to the making of the Loan by the

Lenders under the Loan Agreement, the Grantors have entered into a Security

Agreement dated as of the date hereof (the "Security Agreement"), pursuant to

which such Grantors have granted to the Collateral Agent, for the ratable

security and benefit of the Secured Parties, a security interest in the property

described therein, including certain intellectual property of the Grantors, and

have agreed as a condition thereof, to execute this IP Security Agreement for

recording with the U.S. Patent and Trademark Office, the United States Copyright

Office and other governmental authorities.

        NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

        Section 1. Grant of Security. Each Grantor hereby grants to the

Collateral Agent, for itself and for the ratable security and benefit of the

Secured Parties, a security interest in all of such Grantor's right, title and

interest in and to the following (the "Collateral"):

        (a) the patents and patent applications set forth in Schedule A hereto;

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