EXHIBIT 10.22

THIS WARRANT AND THE SECURITIES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR
UNDER THE SECURITIES LAWS OF APPLICABLE STATES.  THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY  AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED  UNDER THE ACT AND THE  APPLICABLE  STATE  SECURITIES  LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT
THEY MAY BE  REQUIRED  TO BEAR THE  FINANCIAL  RISKS OF THIS  INVESTMENT  FOR AN
INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY  TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                                 ARIEL WAY, INC.

                                           Issued on May 28, 2005 ("ISSUE DATE")
                                     Void after May 29, 2010 ("EXPIRATION DATE")

      This  certifies  that in  consideration  of the  execution of that certain
initial warrant agreement (the "WARRANT  AGREEMENT"),  dated as of May 28, 2005,
as  amended,  by and  between  Ariel  Way,  Inc.,  a  Florida  corporation  (the
"COMPANY"),  with principal  offices at 8000 Towers Crescent Drive,  Suite 1220,
Vienna, VA 22182, and Oberon Securities, LLC, a Delaware company, with principal
offices at 79  Madison  Avenue,  6th Floor,  New York,  NY 10016  ("OBERON")  is
entitled,  subject to the terms and conditions of this Warrant, to purchase from
the Company at any time during the Exercise Period (as defined below), up to One
Million (1,000,000) shares (the "NUMBER OF SHARES") of Warrant Stock (as defined
below) at a price per share equal to the Warrant Price (as defined below),  upon
surrender of this Warrant at the principal offices of the Company, together with
a duly executed  subscription  form in the form attached hereto as Exhibit 1 and
simultaneous  payment of the full Warrant  Price for the shares of Warrant Stock
so  purchased  in  lawful  money  of  the  United  States  or   cancellation  of
indebtedness  of the Company to the Warrant Holder of the same equal amount,  at
the option of Oberon.  The Warrant  Price and the number and character of shares
of Warrant  Stock  purchasable  under this Warrant are subject to  adjustment as
provided  herein.  The shares  underlying the warrants shall entitle the Warrant
Holder to one-time "piggyback" registration rights.

      1.    DEFINITIONS.  The following  definitions shall apply for purposes of
this Warrant:

<PAGE>

            1.1   "COMPANY"  means the  "COMPANY" as defined  above and includes
any corporation  which shall succeed to or assume the obligations of the Company
under this Warrant.

            1.2   "EXERCISE PERIOD" means the period (A) commencing on the Issue
Date and (B) ending at 5:00 p.m.  Eastern  Standard Time on the Expiration  Date
(as defined on the first page of this  Warrant,  and as subject to adjustment as
provided herein).

            1.3   "SEC" means the U.S. Securities and Exchange Commission.

            1.4   "WARRANT"  means this Warrant and any warrant(s)  delivered in
substitution or exchange therefor, as provided herein.

            1.5   "WARRANT HOLDER" means any person who shall at the time be the
registered holder of this Warrant.

            1.6   "WARRANT  PRICE" means $0.06 per share.  The Warrant  Price is
subject to adjustment as provided herein.

            1.7   "WARRANT STOCK" means the Common Stock of the Company,  $0.001
par value per share.  The number and  character  of shares of Warrant  Stock are
subject to  adjustment  as provided  herein and the term  "WARRANT  STOCK" shall
include  stock and other  securities  and  property  at any time  receivable  or
issuable upon exercise of this Warrant in accordance with its terms.

      2.    EXERCISE.

            2.1   METHOD OF  EXERCISE.  Subject to the terms and  conditions  of
this Warrant,  the Warrant Holder may exercise this Warrant in whole or in part,
at any time or from  time to time,  on any  business  day  during  the  Exercise
Period,  for up to that  number of  shares  of  Warrant  Stock  that has  vested
pursuant  to Section 2.2 below by  surrendering  this  Warrant at the  principal
offices of the Company, with the subscription form attached hereto duly executed
by the Warrant Holder, and payment of an amount equal to the product obtained by
multiplying  (i) the number of shares of Warrant  Stock to be  purchased  by the
Warrant Holder by (ii) the Warrant Price or adjusted Warrant Price therefor,  if
applicable, as determined in accordance with the terms hereof or cancellation of
indebtedness  of the Company to the Warrant  Holder of the same equal  amount at
the  option  of the  Warrant  Holder.  The  Warrant  Holder  shall  also  have a
"cash-less"  exercise  option such that  exercising  certain number of shares of
Warrant Stock and the sales  proceeds from the sale of such shares shall provide
for the payment to the Company of an amount equal to the total warrant  purchase
price as defined above.

            2.2   VESTING AND  EXERCISABILITY OF WARRANT.  This Warrant shall be
fully vested and immediately exercisable as to One Million (1,000,000) shares of
Warrant Stock as of the date hereof.

            2.3   FORM OF PAYMENT. Payment may be made by (i) a check payable to
the  Company's  order,  (ii)  wire  transfer  of  funds  to the  Company,  (iii)
cancellation of  indebtedness of the Company to the Warrant Holder,  or (iv) any
combination of the foregoing.

                                       2
<PAGE>

            2.4   PARTIAL  EXERCISE.  Upon a partial  exercise of this  Warrant,
this Warrant shall be  surrendered by the Warrant Holder and replaced with a new
Warrant  of like  tenor in which the  Number of Shares  shall be  reduced by the
number of shares of Warrant Stock purchased upon such exercise.

            2.5   NO FRACTIONAL  SHARES. No fractional shares may be issued upon
any exercise of this  Warrant,  and any  fractions  shall be rounded down to the
nearest whole number of shares.  If upon any exercise of this Warrant a fraction
of a share results,  the Company will pay the cash value of any such  fractional
share, calculated on the basis of the Warrant Price.

            2.6   RESTRICTIONS ON EXERCISE. This Warrant may not be exercised if
the  issuance  of the  Warrant  Stock  upon such  exercise  would  constitute  a
violation of any applicable  federal or state  securities  laws or other laws or
regulations.  As a condition to the exercise of this Warrant, the Warrant Holder
shall execute the subscription form attached hereto as Exhibit 1, confirming and
acknowledging that the  representations and warranties of the Warrant Holder set
forth in Section 5 are true and correct as of the date of exercise.

      3.    ISSUANCE  OF  STOCK.  This  Warrant  shall be  deemed  to have  been
exercised  immediately  prior  to the  close  of  business  on the  date  of its
surrender for exercise as provided above, and the person entitled to receive the
shares of Warrant Stock  issuable  upon such  exercise  shall be treated for all
purposes  as the holder of record of such  shares as of the close of business on
such date. As soon as practicable on or after such date, the Company shall issue
and deliver to the person or persons  entitled to receive the same a certificate
or  certificates  for the number of whole shares of Warrant Stock  issuable upon
such exercise.

      4.    ADJUSTMENT PROVISIONS. The number and character of shares of Warrant
Stock  issuable  upon  exercise of this Warrant (or any shares of stock or other
securities or property at the time  receivable or issuable upon exercise of this
Warrant) and the Warrant  Price  therefor,  are subject to  adjustment  upon the
occurrence of the following  events  between the date this Warrant is issued and
the date it is exercised:

            4.1   ADJUSTMENT FOR STOCK SPLITS AND STOCK  DIVIDENDS.  The Warrant
Price of this Warrant and the Number of Shares of Warrant  Stock  issuable  upon
exercise of this Warrant (or any shares of stock or other securities at the time
issuable upon exercise of this Warrant) shall each be proportionally adjusted to
reflect any stock dividend, stock split or reverse stock split, or other similar
event affecting the number of outstanding shares of Warrant Stock (or such other
stock or securities).

            4.2   ADJUSTMENT FOR OTHER DIVIDENDS AND DISTRIBUTIONS.  In case the
Company shall make or issue, or shall fix a record date for the determination of
eligible holders entitled to receive, a dividend or other  distribution  payable
respect to the Warrant  Stock that is payable in (a)  securities  of the Company
(other than  issuances  with respect to which  adjustment is made under Sections
4.1 or 4.3) or (b) assets (other than cash  dividends paid or payable solely out
of retained  earnings),  then, and in each such case, the Warrant  Holder,  upon
exercise of this Warrant at any time after the  consummation,  effective date or
record date of such event,  shall receive,  in addition to the shares of Warrant
Stock  issuable upon such exercise  prior to such date,  the  securities or such
other assets of the Company to which the Warrant Holder would have been entitled
upon such date if the Warrant  Holder had  exercised  this  Warrant  immediately
prior thereto (all subject to further adjustment as provided in this Warrant).

                                       3
<PAGE>

            4.3   ADJUSTMENT FOR REORGANIZATION,  CONSOLIDATION, MERGER. In case
of any  recapitalization or reorganization of the Company after the date of this
Warrant,  or in case,  after such date,  the Company shall  consolidate  with or
merge into another corporation, then, and in each such case, the Warrant Holder,
upon the  exercise of this Warrant (as provided in Section 2), at any time after
the  consummation of such  recapitalization,  reorganization,  consolidation  or
merger,  shall be entitled to receive,  in lieu of the stock or other securities
and  property  receivable  upon  the  exercise  of this  Warrant  prior  to such
consummation,  the stock or other  securities  or  property to which the Warrant
Holder would have been entitled upon the consummation of such  recapitalization,
reorganization, consolidation or merger if the Warrant Holder had exercised this
Warrant immediately prior thereto, all subject to further adjustment as provided
in  this  Warrant,   and  the  successor  or  purchasing   corporation  in  such
reorganization,  consolidation  or merger (if other than the Company) shall duly
execute and deliver to the Warrant Holder a supplement hereto acknowledging such
corporation's  obligations under this Warrant;  and in each such case, the terms
of this Warrant shall be  applicable to the shares of stock or other  securities
or property  receivable upon the exercise of this Warrant after the consummation
of such reorganization, consolidation or merger.

            4.4   CONVERSION OF STOCK.  In case all the authorized  Common Stock
of  the  Company  is  converted,   pursuant  to  the  Company's  Certificate  of
Incorporation,  into other securities or property, or the Common Stock otherwise
ceases to exist,  then, in such case, the Warrant Holder,  upon exercise of this
Warrant at any time after the date on which the Common  Stock is so converted or
ceases to exist (the "TERMINATION  DATE"),  shall receive, in lieu of the number
of shares of Common  Stock  that  would have been  issuable  upon such  exercise
immediately  prior to the  Termination  Date  (the  "FORMER  NUMBER OF SHARES OF
WARRANT  STOCK"),  the stock and other securities and property which the Warrant
Holder  would have been  entitled to receive  upon the  Termination  Date if the
Warrant  Holder had exercised  this Warrant with respect to the Former Number of
Shares of Warrant Stock  immediately  prior to the Termination Date (all subject
to further adjustment as provided in this Warrant).

            4.5   NOTICE OF ADJUSTMENTS. The Company shall promptly give written
notice of each  adjustment or readjustment of the Warrant Price or the number of
shares of Warrant  Stock or other  securities  issuable  upon  exercise  of this
Warrant.  The notice shall describe the adjustment or  readjustment  and show in
reasonable detail the facts on which the adjustment or readjustment is based.

            4.6   NO  CHANGE  NECESSARY.  The form of this  Warrant  need not be
changed  because  of any  adjustment  in the  Warrant  Price or in the number of
shares of Warrant Stock issuable upon its exercise.

            4.7   RESERVATION  OF STOCK.  If at any time the number of shares of
Warrant Stock or other  securities  issuable upon exercise of this Warrant shall
not be sufficient to effect the exercise of this Warrant,  the Company will take
such  corporate  action as may, in the opinion of its  counsel,  be necessary to
increase its authorized but unissued shares of Warrant Stock or other securities
issuable upon exercise of this Warrant as shall be sufficient for such purpose.

                                       4
<PAGE>

      5.    REPRESENTATIONS  AND  WARRANTIES OF WARRANT  HOLDER.  Warrant Holder
represents and warrants to the Company as follows:

            5.1   PURCHASE  FOR OWN ACCOUNT FOR  INVESTMENT.  Warrant  Holder is
purchasing  the Warrant  Stock for Warrant  Holder's own account for  investment
purposes  only  and not  with a view  to,  or for  sale in  connection  with,  a
distribution  of the Warrant Stock within the meaning of the  Securities  Act of
1933, as amended (the "1933 ACT").  Warrant  Holder has no present  intention of
selling or otherwise disposing of all or any portion of the Warrant Stock and no
one other than Warrant Holder has any beneficial ownership of any of the Warrant
Stock.

            5.2   ACCESS TO  INFORMATION.  Warrant  Holder has had access to all
information  regarding  the Company and its  present and  prospective  business,
assets,  liabilities  and financial  condition  that Warrant  Holder  reasonably
considers  important in making the decision to purchase the Warrant  Stock,  and
Warrant  Holder has had ample  opportunity  to ask  questions  of the  Company's
representatives concerning such matters and this investment.

            5.3   UNDERSTANDING OF RISKS.  Warrant Holder is fully aware of: (a)
the highly  speculative  nature of the investment in the Warrant Stock;  (b) the
financial hazards  involved;  (c) the lack of liquidity of the Warrant Stock and
the  restrictions on  transferability  of the Warrant Stock (e.g.,  that Warrant
Holder may not be able to sell or dispose  of the  Warrant  Stock or use them as
collateral for loans);  (d) the qualifications and backgrounds of the management
of the Company; and (e) the tax consequences of investment in the Warrant Stock.

            5.4   WARRANT   HOLDER'S   QUALIFICATIONS.   Warrant  Holder  has  a
preexisting personal or business relationship with the Company and/or certain of
its  officers  and/or  directors  of a nature and  duration  sufficient  to make
Warrant Holder aware of the character,  business acumen and general business and
financial  circumstances  of the Company and/or such officers and directors.  By
reason of Warrant Holder's business or financial  experience,  Warrant Holder is
capable of evaluating the merits and risks of this  investment,  has the ability
to protect Warrant Holder's own interests in this transaction and is financially
capable of bearing a total loss of this investment.

            5.5   NO  GENERAL  SOLICITATION.  At  no  time  was  Warrant  Holder
presented  with or  solicited by any publicly  issued or  circulated  newspaper,
mail, radio,  television or other form of general advertising or solicitation in
connection with the offer, sale and purchase of the Warrant Stock.

            5.6   COMPLIANCE WITH SECURITIES  LAWS.  Warrant Holder  understands
and acknowledges that, in reliance upon the  representations and warranties made
by Warrant Holder herein,  the Warrant Stock are not being  registered  with the
SEC under the 1933 Act,  but  instead are being  issued  under an  exemption  or
exemptions from the registration and qualification  requirements of the 1933 Act
which impose certain  restrictions on Warrant  Holder's  ability to transfer the
Warrant Stock.

            5.7   RESTRICTIONS  ON TRANSFER.  Warrant  Holder  understands  that
Warrant  Holder may not transfer any Warrant  Stock unless such Warrant Stock is
registered  under  the 1933 Act or other  applicable  state  securities  laws or
unless,  in  the  opinion  of  counsel  to the  Company,  exemptions  from  such
registration  and  qualification  requirements  are  available.  Warrant  Holder
understands  that only the Company may file a  registration  statement  with the
SEC. Warrant Holder has also been advised that exemptions from  registration and
qualification  may not be available or may not permit Warrant Holder to transfer
all or any of the  Warrant  Stock in the  amounts  or at the times  proposed  by
Warrant Holder.

                                       5
<PAGE>

            5.8   LEGENDS. It is understood that the certificates evidencing the
Warrant Stock and the Common Stock issuable upon exercise thereof, will bear the
legend set forth below:

            THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
            SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR  UNDER  THE
            SECURITIES  LAWS OF ANY OTHER  JURISDICTIONS.  THESE  SECURITIES ARE
            SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
            TRANSFERRED  OR  RESOLD  EXCEPT AS  PERMITTED  UNDER THE ACT AND THE
            APPLICABLE  STATE  SECURITIES  LAWS,  PURSUANT  TO  REGISTRATION  OR
            EXEMPTION  THEREFROM.  INVESTORS  SHOULD  BE AWARE  THAT THEY MAY BE
            REQUIRED  TO BEAR  THE  FINANCIAL  RISKS OF THIS  INVESTMENT  FOR AN
            INDEFINITE  PERIOD  OF TIME.  THE  ISSUER  OF THESE  SECURITIES  MAY
            REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY TO
            THE ISSUER TO THE EFFECT THAT ANY PROPOSED  TRANSFER OR RESALE IS IN
            COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

      6.    NO RIGHTS OR  LIABILITIES AS  STOCKHOLDER.  This Warrant does not by
itself  entitle the  Warrant  Holder to any voting  rights or other  rights as a
shareholder of the Company.  In the absence of affirmative action by the Warrant
Holder to purchase  Warrant Stock by exercise of this Warrant,  no provisions of
this  Warrant,  and no  enumeration  herein of the rights or  privileges  of the
Warrant  Holder,  shall  cause the  Warrant  Holder to be a  shareholder  of the
Company for any purpose.

      7.    NO IMPAIRMENT. The Company will not, by amendment of its Certificate
of Incorporation or Bylaws, or through  reorganization,  consolidation,  merger,
dissolution,  issue or sale of securities, sale of assets or any other voluntary
action, willfully avoid or seek to avoid the observance or performance of any of
the terms of this  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the  taking of all such  action as may be
necessary or  appropriate  in order to protect the rights of the holder  against
wrongful  impairment.  Without  limiting the  generality of the  foregoing,  the
Company will take all such action as may be necessary  or  appropriate  in order
that the Company may duly and validly issue fully paid and nonassessable  shares
of Warrant Stock upon the exercise of this Warrant.

      8.    ATTORNEYS'  FEES.  In the event any party is  required to engage the
services of any  attorneys  for the purpose of enforcing  this  Warrant,  or any
provision  thereof,  the  prevailing  party  shall be  entitled  to recover  its
reasonable  expenses and costs in enforcing this Warrant,  including  attorneys'
fees.

                                       6
<PAGE>

      9.    TRANSFER.  Neither  this  Warrant  nor any rights  hereunder  may be
assigned,  conveyed or transferred,  in whole or in part,  without the Company's
prior written  consent,  which the Company may withhold in its sole  discretion.
The rights and  obligations  of the Company and the  Warrant  Holder  under this
Warrant shall be binding upon and benefit their respective permitted successors,
assigns, heirs, administrators and transferees.

      10.   GOVERNING LAW. This Warrant shall be governed by and construed under
the  internal  laws of the State of  Delaware  as  applied to  agreements  among
Delaware  residents  entered into and to be performed  entirely within Delaware,
without reference to principles of conflict of laws or choice of laws.

      11.   HEADINGS.  The headings  and captions  used in this Warrant are used
only for  convenience and are not to be considered in construing or interpreting
this Warrant.  All  references  in this Warrant to sections and exhibits  shall,
unless  otherwise  provided,  refer to  sections  hereof and  exhibits  attached
hereto, all of which exhibits are incorporated herein by this reference.

      12.   NOTICES. Unless otherwise provided, any notice required or permitted
under this Agreement  shall be given in writing and shall be deemed  effectively
given (i) at the time of personal delivery,  if delivery is in person;  (ii) one
(1) business  day after  deposit  with an express  overnight  courier for United
States  deliveries,  or two (2) business days after such deposit for  deliveries
outside of the United States, with proof of delivery from the courier requested;
or (iii)  three (3)  business  days after  deposit in the United  States mail by
certified  mail (return  receipt  requested) for United States  deliveries  when
addressed to the party to be notified at the address indicated for such party in
the first  paragraph  of this  Warrant or, in the case of the  Company,  at 8000
Towers Crescent Drive, Suite 1220, Vienna, VA 22182, or at such other address as
any party or the Company may designate by giving ten (10) days' advance  written
notice to all other parties.

      13.   AMENDMENT;  WAIVER. Any term of this Warrant may be amended, and the
observance of any term of this Warrant may be waived  (either  generally or in a
particular  instance and either  retroactively or  prospectively)  only with the
written consent of the Company and the Warrant  Holder.  Any amendment or waiver
effected  in  accordance  with this  Section  shall be binding  upon the Warrant
Holder, each future holder of such securities, and the Company.

      14.   SEVERABILITY.  If one or more provisions of this Warrant are held to
be unenforceable  under applicable law, such provision(s) shall be excluded from
this  Warrant  and the balance of the Warrant  shall be  interpreted  as if such
provision(s)  were so excluded and shall be enforceable  in accordance  with its
terms.

      15.   TERMS  BINDING.  By acceptance of this Warrant,  the Warrant  Holder
accepts and agrees to be bound by all the terms and conditions of this Warrant.

      16.   COUNTERPARTS.  This  Warrant  may  be  executed  in  any  number  of
counterparts,  each of which when so executed  and  delivered  will be deemed an
original, and all of which together shall constitute one and the same agreement.

                                       7
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have executed this Warrant as of
the date first above written.

THE COMPANY:
-----------

ARIEL WAY, INC.

By:
          -----------------------

Name:     Arne Dunhem
          -----------------------

Title:    President and CEO
          -----------------------

AGREED AND ACKNOWLEDGED

THE HOLDER:
----------

OBERON SECURITIES, LLC

------------------------------

<PAGE>

                                    EXHIBIT 1

                              FORM OF SUBSCRIPTION
                  (TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)

      To: Ariel Way, Inc.

      (1) The  undersigned  Warrant  Holder hereby elects to purchase  shares of
Common Stock of Ariel Way, Inc. (the "WARRANT STOCK"),  pursuant to the terms of
the attached  Warrant,  and tenders  herewith  payment of the purchase price for
such shares in full or accepts  cancellation  of  indebtedness of the Company to
the Warrant Holder of the same equal amount.

      (2) In  exercising  the Warrant,  the  undersigned  Warrant  Holder hereby
confirms and acknowledges that the  representations  and warranties set forth in
Section  __ of the  Warrant  as they  apply to the  undersigned  Warrant  Holder
continue to be true and correct as of this date.

      (3) Please issue a certificate or certificates representing such shares of
Warrant Stock in the name specified below:

                                       -----------------------------------
                                       (Name)

                                       -----------------------------------
                                       (Address)

                                       -----------------------------------
                                       (City, State, Zip Code)

                                       -----------------------------------
                                       (Federal Tax Identification Number)

                                       -----------------------------------
                                       (Date)