PROMISSORY NOTE

FOR VALUE RECEIVED , the undersigned, ARIEL WAY, INC. , a Florida corporation (the “ Company ”), promises to pay EVA DUNHEM (the “ Lender ”) at 7901 Ariel Way, McLean, Virginia 22102 or other address as the Lender shall specify in writing, the principal sum of Seventy Thousand U.S. Dollars and 00/100 ($70,000) (the “ Principal Amount ”) and interest at the annual rate of twelve percent (12%) on the unpaid balance pursuant to the following terms:

1.    Principal and Interest . The Principal Amount of this Promissory Note (this “Note”) was funded to the Company on May 17, 2005 (the “Funding Date”).

The Company hereby promises to pay to the order of the Lender in lawful money of the United States of American and in immediately available funds, the Principal Amount of Seventy Thousand Dollars ($70,000), together with interest on the unpaid principal of this Note on or before the twelve (12) month anniversary of the Funding Date which will be May 17, 2006.

2.    Right of Prepayment . Notwithstanding the payment(s) pursuant to Section 1, the Company at its option shall have the right to prepay, with three (3) business days advance written notice, a portion or all outstanding principal plus outstanding Interest of this Note.

3.    Warrants . The Company shall issue, on the date hereof, to the Lender, a warrant to purchase Two Hundred Thousand (200,000) shares of the Company’s Common Stock (the “ Warrant Shares ”) for a period of three (3) years at an exercise price per share pursuant to the terms noted on the form of Warrant attached hereto as Schedule I. The Warrant Shares shall have “piggy-back” and demand registration rights.

4.    Waiver and Consent . To the fullest extent permitted by law and except as otherwise provided herein, the Company waives demand, presentment, protest, notice of dishonor, suit against or joinder of any other person, and all other requirements necessary to charge or hold the Company liable with respect to this Note.

5.    Costs, Indemnities and Expenses . In the event of default as described herein, the Company agrees to pay all reasonable fees and costs incurred by the Lender in collecting or securing or attempting to collect or secure this Note, including reasonable attorneys’ fees and expenses, whether or not involving litigation, collecting upon any judgments and/or appellate or bankruptcy proceedings. The Company agrees to pay any documentary stamp taxes, intangible taxes or other taxes which may now or hereafter apply to this Note or any payment made in respect of this Note, and the Company agrees to indemnify and hold the Lender harmless from and against any liability, costs, attorneys’ fees, penalties, interest or expenses relating to any such taxes, as and when the same may be incurred.

6.    Event of Default . An “ Event of Default ” shall be deemed to have occurred upon the occurrence of any of the following: (i) the Company should fail for any reason or for no reason to make any payment of the interest or principal pursuant to this Note within ten (10) days of the date due as prescribed herein; (ii) the Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any material breach or default of any material provision of this Note or any of the Transaction Documents (as defined herein), which is not cured within ten (10) days notice of the default; (iii) the Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing; (iv) the Common Stock of the Company shall cease to be quoted for trading or listed for trading on the National Association of Securities Dealers Inc.’s Over the Counter Bulletin Board, Nasdaq SmallCap Market, New York Stock Exchange, American Stock Exchange or the Nasdaq National Market (each, a “ Subsequent Market ”) and shall not again be quoted or listed for trading thereon within five (5) Trading Days of such delisting; or (v) a breach by the Company of its obligations, or an event of default, under any of the Transaction Documents, or any other agreements entered into between the Company and the Lender which is not cured by any applicable cure period set forth therein.

Upon an Event of Default (as defined above), the entire principal balance and accrued interest outstanding under this Note, and all other obligations of the Company under this Note, shall be immediately due and payable without any action on the part of the Lender, interest shall accrue on the unpaid principal balance at twenty four percent (24%) or the highest rate permitted by applicable law, if lower, and the Lender shall be entitled to seek and institute any and all remedies available to it.

7.    Maximum Interest Rate . In no event shall any agreed to or actual interest charged, reserved or taken by the Lender as consideration for this Note exceed the limits imposed by Virginia law. In the event that the interest provisions of this Note shall result at any time or for any