EXHIBIT 10.01


                                 PROMISSORY NOTE

$400,000.00 U.S.                                                February 1, 2005
Jersey City, New Jersey

         FOR VALUE RECEIVED, ARIEL WAY, INC., a Delaware corporation (hereafter
"Borrower"), promises to pay to the order of CORNELL CAPITAL PARTNERS, LP, a
Delaware limited partnership (hereafter "Lender"), at its office located at 101
Hudson Street, Suite 3700, Jersey City, New Jersey 07302, or at such other
location or address as Lender may direct from time to time, the principal sum of
Four Hundred Thousand Dollars ($400,000) (the "Principal Amount"), said
principal being payable as follows:

         The Principal Amount of this Note shall be funded on the date hereof
(the "Closing"). The entire Principal Amount of this Promissory Note plus twelve
percent (12%) interest on an annualized basis shall be due within one hundred
twenty (120) days from the date hereof (the "Maturity Date"). The Lender shall
be entitled a commitment fee of seven and one half percent (7.5%) discount on
the Principal Amount, which shall be deducted form the gross proceeds held in
escrow of the Closing, by wire transfer of immediately available funds in
accordance with the Company's written wire instructions. In the event the
Borrower fails to pay the Principal Amount plus interest by the Maturity Date,
the Borrower shall be subject to the applicable interest rate as set forth
herein.

         Contemporaneously with the execution and delivery of this Promissory
Note, the Borrower, Arne Dunhem and the Lender are executing and delivering a
Pledge and Escrow Agreement substantially in the form attached hereto as Exhibit
A (the "Pledge Agreement") pursuant to which Arne Dunhem has agreed to provide
the Lender a pledge in One Million Five Hundred Thousand (1,500,000) shares of
common stock of Mobilepro Corp. owned by him to secure the Borrower's
obligations under this Promissory Note to the Lender.

         Contemporaneously with the execution and delivery of this Promissory
Note, Arne Dunhem and the Lender are executing and delivering a Guaranty
Agreement substantially in the form attached hereto as Exhibit B (the "Guaranty
Agreement") pursuant to which Arnie Dunhem has agreed to personally guaranty the
Borrower's obligations under this Promissory Note to the Lender.

         No delay or omission on the part of Lender in the exercise of any right
hereunder shall operate as a waiver of such right or of any other right under
this Promissory Note. A waiver by Lender of any right or remedy conferred to it
hereunder on any one occasion shall not be construed as a bar to, or waiver of,
any such right and/or remedy as to any future occasion.

         Borrower agrees that in the event of a default in the payment of any
installment of principal upon the date when the same severally become due
hereunder, or, if each and every one of the terms and conditions of this
Promissory Note are not duly performed, complied with, or abided by, the whole
of said indebtedness then outstanding shall thereupon, at the option of Lender,

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become immediately due and payable. If this Promissory Note becomes in default
and is placed in the hands of an attorney, the undersigned agrees to pay any and
costs, charges and expenses incurred by Lender in the enforcement of its rights
hereunder, including, but not limited to, reasonable trial and appellate
attorney's fees, as well as all fees and expenses incurred in enforcing and
collecting any judgment.

         The undersigned and all persons now or hereafter becoming obligated or
liable for the payment hereof do jointly and severally waive demand, notice of
non-payment, protest, notice of dishonor and presentment.

         The undersigned does not intend or expect to pay, nor does Lender
intend or expect to charge, collect or accept, any interest greater than the
highest legal rate of interest which may be charged under any applicable law.
Should the acceleration hereof or any charges made hereunder result in the
computation or earning of interest in excess of such legal rate, any and all
such excess shall be and the same is hereby waived by Lender, and any such
excess shall be credited by Lender to the balance hereof.

         Each maker, endorser, or any other person, firm or corporation now or
hereafter becoming liable for the payment of the loan evidenced by this
Promissory Note, hereby consents to any renewals, extensions, modifications,
release of security, or any indulgence shown to or any dealings between Lender
and any party now or hereafter obligated hereunder, without notice, and jointly
and severally agree, that they shall remain liable hereunder notwithstanding any
such renewals, extensions, modifications or indulgences, until the debt
evidenced hereby is fully paid.

         Principal may be prepaid in whole or in part at any time prior to the
maturity of this Promissory Note. There is no prepayment fee or penalty. Each
prepayment of principal shall be applied against the payments last due under
this Promissory Note. No partial prepayment of principal shall act to suspend,
postpone or waive any regularly scheduled payment of principal under this
Promissory Note.

         Any payment of principal under this Promissory Note which is not
promptly paid on the date such payment becomes due, shall bear interest at the
rate of eighteen (18) percent per annum, or the highest permitted by law, if
lower, commencing on the date immediately following the day upon which the
payment was due. Upon the occurrence of any event of default as defined herein,
all sums outstanding under this Promissory Note shall thereupon immediately bear
interest at the rate of eighteen (18) percent per annum, or the highest
permitted by law, if lower, without notice to the undersigned or any guarantor
or endorser of this Promissory Note, and without any affirmative action or
declaration on the part of Lender. This Promissory Note shall be construed and
enforced according to the laws of the State of New Jersey, excluding all
principles of choice of laws, conflict of laws or comity. Each person now or
hereafter becoming obligated for the payment of the indebtedness evidenced
hereby expressly consents to personal jurisdiction and venue of the Superior
Court of New Jersey, sitting in Hudson County, New Jersey and the United States
District Court of New Jersey, sitting in Newark, New Jersey, in the event of any
litigation in any way arising out of the loan evidenced hereby, or any property
given as collateral for the loan.


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         The terms of this promissory note may not be changed orally.

         BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE
RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS PROMISSORY NOTE, OR
ANY LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH, OR THE FINANCING
CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDER EXTENDING THE LOAN EVIDENCED BY THIS
PROMISSORY NOTE.

                                ARIEL WAY, INC.


                                By:
                                   ---------------------------------------
                                   Name: Arne Dunhem
                                   Title: CEO




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                                    EXHIBIT A

                           PLEDGE AND ESCROW AGREEMENT



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                                    EXHIBIT B

                               GUARANTY AGREEMENT