EXHIBIT 10.10

                                    GUARANTY

         This GUARANTY dated as of February 1, 2005 (the "Guaranty"),  is given,
by ARNE DUNHEM (the  "Guarantor"),  in favor of CORNELL CAPITAL PARTNERS,  LP, a
Delaware limited partnership ("Cornell").  Capitalized terms used herein and not
otherwise  defined  herein shall have the  respective  meanings set forth in the
Promissory  Note of even date  herewith  given by ARIEL  WAY,  INC.,  a Delaware
corporation  (the  "Company") to Cornell as amended,  restated,  supplemented or
otherwise modified from time to time, the "Promissory Note").

                                    WHEREAS:

         A. To induce Cornell to enter into the Promissory Note in the principal
amount of Four Hundred Thousand Dollars ($400,000),  the Guarantor has agreed to
provide a guaranty  of the payment and  performance  obligations  of the Company
under the  Promissory  Note and a Pledge  Agreement  (the "Pledge") of even date
herewith among the Company,  Cornell, and Arne Dunhem  (collectively,  the Note,
the Pledge and this Guaranty are referred to as the "Transaction Documents").

         B. The  Guarantor  is an  affiliate  of the Company  and the  Guarantor
acknowledges  that without this  Guaranty  Cornell would not be willing to enter
into the Promissory Note.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants set forth herein,  and for other good and valuable  consideration  the
receipt and sufficiency of which is hereby  acknowledged,  the Guarantors hereby
agrees as follows:

1. Guaranty.

         1.1  Guaranty.  Except as  otherwise  provided in this Section 1.1, the
Guarantor,  as direct obligor and not merely as surety, hereby  unconditionally,
absolutely,  and  irrevocably  guarantees  to Cornell (i) that the Company shall
repay to Cornell the principal amount plus accrued interest within the period of
time provided in the Promissory Note, and all other amounts due to Cornell under
the Promissory  Note,  including,  without  limitation,  all reasonable fees and
costs  incurred by Cornell in collecting or securing or attempting to collect or
secure the Promissory Note, including  reasonable  attorneys' fees and expenses,
whether or not involving  litigation and/or appellate or bankruptcy  proceedings
(collectively, the "Obligations"),  and (ii) the full and prompt performance and
payment of all of the Company's  Obligations  under the Promissory  Note and the
other Transaction  Documents.  Except as otherwise provided in this Section 1.1,
if the  Company  should  default  in the  payment or  performance  of any of the
Obligations,  the Guarantor, jointly and severally with the Guarantor, as direct
obligor  and not  merely  as a  surety,  shall  forthwith  pay or  perform  such
Obligations  without  notice or demand by  Cornell  in the manner and on the day
required by this  Guaranty.  Notwithstanding  anything to the contrary set forth
above and solely with  respect to the  original  principal  amount due under the
Promissory Note, the Guarantor shall be solely  responsible for the payment of a
maximum of Four Hundred Thousand Dollars  ($400,000) in principal plus interest.
In the event of default, Cornell shall first apply the proceeds from the sale of
the  Guarantor's  common stock held  pursuant to the Pledge to pay the principal
and interest due on the  Promissory  Note prior to enforcing its rights  against
the Guarantor under this Guaranty.



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         1.2 Continuing  Guaranty.  The Guarantor agrees that their  obligations
pursuant to this Section 1 are  unconditional,  absolute,  and  irrevocable  and
shall not be released, discharged or affected in any way by any circumstances or
condition, including without limitation:

         (a)  any  amendment  or  modification  or  other  change  to any of the
Transaction Documents;

         (b) any  failure,  omission  or  delay on the  part of the  Company  to
conform or comply with any term of any of the Transaction Documents;

         (c) any release or  discharge by operation of law of the Company or any
Guarantor from any obligation or agreement  contained in any of the  Transaction
Documents or this Guaranty; and

         (d) any other  occurrence,  circumstance,  happening or event,  whether
similar or dissimilar to the foregoing and whether foreseen or unforeseen, which
otherwise  might  constitute  a legal or  equitable  defense or discharge of the
liabilities  of a guarantor or surety or which  otherwise  might limit  recourse
against the Company or the Guarantor.

         1.3.  Guaranty of Payment and Not of  Collection.  The liability of the
Guarantor  shall be  continuing,  direct and  immediate and not  conditional  or
contingent  upon  either the pursuit of any  remedies  against  the  Company,  a
Guarantor or any other person or foreclosure of any security  interests or liens
available to Cornell, its successors,  endorsees or assigns.  Cornell may accept
any  payment(s),  plan  for  adjustment  of  debts,  plan of  reorganization  or
liquidation,  or plan of composition or extension  proposed by, or on behalf of,
the Company or any other  guarantor  without in any way affecting or discharging
the liability of the  Guarantor.  If the  Obligations  are partially  paid,  the
Guarantor shall remain liable for any balance of such Obligations. This Guaranty
shall be revived and reinstated in the event any payment  received by Cornell on
any  Obligation  is required to be repaid or rescinded  under  present or future
federal or state law or regulation  relating to bankruptcy,  insolvency or other
relief of debtors.

         1.4  Discharge.  The Guarantor  covenants and agrees that this Guaranty
will not be  discharged,  except by complete  performance  of their  obligations
contained herein. Notwithstanding anything to the contrary herein, so long as no
amounts of principal,  interest or other amounts  whatsoever are due or would be
made zero  simultaneously  with the termination hereof, the Guarantor shall have
the right to terminate this Guaranty at any time by providing  written notice of
such termination to Cornell.

         1.5  Costs  and  Expenses.  Without  limiting  any  obligation  of  the
Guarantor  hereunder,  the Guarantor agrees,  jointly and severally,  to pay all
reasonable  fees and costs  incurred  by Cornell in  collecting  or  securing or
attempting to collect or secure this Guaranty or the Promissory Note, including,
without  limitation,  reasonable  attorneys'  fees and expenses,  whether or not
involving litigation and/or appellate or bankruptcy proceedings.



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<PAGE>

         1.6 Representations and Warranties. The Guarantor hereby represents and
warrants  to Cornell as follows:  (a) the  Guarantor  has full power,  right and
authority to enter into and perform his  obligations  under this  Guaranty,  and
this  Guaranty  has been  duly  executed  and  delivered  by the  Guarantor  and
constitutes the valid and binding obligation of the Guarantor and is enforceable
against the Guarantor in  accordance  with its terms.  No permits,  approvals or
consents of or notifications to (a) any governmental  entities, or (b) any other
persons or entities are necessary in connection with the execution, delivery and
performance  by the  Guarantors  of this  Guaranty and the  consummation  by the
Guarantors of the transactions  contemplated  hereby.  Neither the execution and
delivery of this Guaranty by the Guarantors  nor the  performance by them of the
transactions contemplated hereby will:

         (i) violate or conflict  with or result in a breach of any provision of
any law, statute, rule, regulation, order, permit, judgment, ruling, injunction,
decree or other decision (collectively,  "Rules") of any court or other tribunal
or any  governmental  entity or agency binding on a Guarantor or his properties,
or conflict with or cause an event of default under any contract or agreement of
a Guarantor; or

         (ii) require any authorization,  consent, approval,  exemption or other
action by or notice to any court,  administrative or governmental  body, person,
entity or any other third party.

2. Miscellaneous.

         2.1 Notices,  Consents,  etc. Any notices,  consents,  waivers or other
communications  required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party);  or (iii) one (1) trading day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

If to the Guarantor:           Arne Dunhem
                               C/o Ariel Way, Inc.
                               8000 Towers Crescent Drive - Suite 1220
                               Vienna, VA 22182
                               Attention: Arne Dunhem
                               Telephone: (703) 624-8042

With Copies to:                Kirkpatrick & Lockhart LLP
                               201 South Biscayne Boulevard - Suite 2000
                               Miami, Florida 33131-2399
                               Attention: Clayton E. Parker, Esq.
                               Telephone: (305) 539-3300
                               Facsimile: (305) 358-7095


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<PAGE>

                               Kelley Drye & Warren, LLP
                               8000 Towers Crescent Drive, Suite 1200
                               Vienna, VA 22182
                               Attention: Jay Schifferli, Esq.
                               Telephone: (703) 918-2394
                               Facsimile: (703) 918-2450

If to Cornell:                 Cornell Capital Partners, LP
                               101 Hudson Street - Suite 3700
                               Jersey City, New Jersey 07302
                               Attention: Mark A. Angelo
                                          Portfolio Manager
                               Telephone: (201) 985-8300
                               Facsimile: (201) 985-8266

With Copies to:                David Gonzalez, Esq.
                               101 Hudson Street - Suite 3700
                               Jersey City, New Jersey 07302
                               Telephone: (201) 985-8300
                               Facsimile: (201) 985-8266


or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  trading  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

         2.2 Waiver of Presentment.  To the fullest extent  permitted by law and
except as otherwise  provided herein,  the Guarantor waive demand,  presentment,
protest,  notice of dishonor,  suit against or joinder of any other person,  and
all other  requirements  necessary to charge or hold the  Guarantor  liable with
respect to this Guaranty.

         2.3 Severability. If any provision of this Guaranty is, for any reason,
invalid  or  unenforceable,  the  remaining  provisions  of this  Guaranty  will
nevertheless  be valid and enforceable and will remain in full force and effect.
Any provision of this Guaranty that is held invalid or  unenforceable by a court
of competent  jurisdiction  will be deemed  modified to the extent  necessary to
make it valid and  enforceable  and as so modified will remain in full force and
effect.



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<PAGE>

         2.4  Amendment  and  Waiver.  This  Guaranty  may  be  amended,  or any
provision of this Guaranty may be waived,  provided  that any such  amendment or
waiver will be binding on a party hereto only if such amendment or waiver is set
forth in a writing executed by the parties hereto.  The waiver by any such party
hereto of a breach of any  provision  of this  Guaranty  shall not operate or be
construed as a waiver of any other breach.

         2.5.  Headings.  The subject  headings of Articles and Sections of this
Guaranty are included for purposes of convenience  only and shall not affect the
construction or interpretation of any of its provisions.

         2.6  Assignment.  This  Guaranty  will be binding upon and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns,  but will not be  assignable or delegable by the  Guarantor.  Except as
otherwise provided herein,  this Note shall bind and inure to the benefit of and
be enforceable by the parties and their permitted successors and assigns.

         2.7. Further Assurances. Each party will execute all documents and take
such  other  actions as the other  parties  may  reasonably  request in order to
consummate the  transactions  provided for herein and to accomplish the purposes
of this Guaranty.

         2.8 Third Parties.  Nothing herein  expressed or implied is intended or
shall be  construed  to confer upon or give to any person or entity,  other than
the  stated  beneficiaries  of this  Guaranty  and  their  respective  permitted
successors  and  assigns,  any  rights  or  remedies  under or by reason of this
Guaranty.

         2.9 No Strict Construction.  The language used in this Guaranty will be
deemed to be the language  chosen by the parties  hereto to express their mutual
intent,  and no rule of strict  construction  will be applied  against any party
hereto.

         2.10 Event of  Default.  For  purposes  of this  Guaranty,  an event of
default shall be deemed to have occurred hereunder:

         (a) If the Company should  default under the Promissory  Note or in the
payment or performance of any of the  Obligations,  the Guarantor shall fail for
any reason or for no  reason,  to  forthwith  pay or  perform  such  Obligations
without  notice or demand by Cornell in the manner and on the day required  this
Guaranty; or

         (b) if the Guarantor  makes an assignment  for the benefit of creditors
or admits in writing its  inability  to pay its debts  generally  as they become
due;  or an order,  judgment  or decree is entered  adjudicating  the  Guarantor
bankrupt or  insolvent;  or any order for relief with  respect to a Guarantor is
entered under any bankruptcy or insolvency  laws; or the Guarantor  petitions or
applies to any tribunal for the appointment of a custodian, trustee, receiver or
liquidator  of the  Guarantor  of any  substantial  part  of the  assets  of the
Guarantor,  or commences  any  proceeding  relating to the  Guarantor  under any
bankruptcy  reorganization,   arrangement,  insolvency,  readjustment  of  debt,
dissolution  or  liquidation  law of any  jurisdiction;  or any such petition or
application  is  filed,  or  any  such  proceeding  is  commenced,  against  the
Guarantor.

         (c) if the Guarantor  should default in any other  obligation set forth
in this Agreement.



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<PAGE>

         (d) if the Guarantor should default in the Pledge Agreement.

Upon an event of default,  all of the  obligations  of the  Guarantor  hereunder
shall be immediately  due and payable without any action on the part of Cornell,
and  Cornell  shall be  entitled  to seek  and  institute  any and all  remedies
available to it. No remedy  conferred  under this  Guaranty  upon the Cornell is
intended to be exclusive of any other remedy  available to Cornell,  pursuant to
the terms of this  Guaranty  or  otherwise.  No single or  partial  exercise  by
Cornell of any right,  power or remedy  hereunder  shall  preclude  any other or
further exercise thereof. The failure of Cornell to exercise any right or remedy
under this Guaranty or otherwise,  or delay in exercising  such right or remedy,
shall not operate as a waiver thereof.

         2.11  Remedies,  Other  Obligations,  Breaches and  Injunctive  Relief.
Cornell's remedies provided in this Guaranty shall be cumulative and in addition
to all other remedies available to the Cornell under this Guaranty or otherwise,
at law or in equity  (including  a decree of specific  performance  and/or other
injunctive  relief),  no remedy of Cornell  contained  herein  shall be deemed a
waiver of compliance with the provisions  giving rise to such remedy and nothing
herein shall limit Cornell's right to pursue actual damages for any failure by a
Guarantor to comply with the terms of this  Guaranty.  Every right and remedy of
the Guarantor under any document  executed in connection with this  transaction,
including  but not limited to this  Guaranty  and the  Transaction  Documents or
under  applicable  law may be exercised from time to time and as often as may be
deemed  expedient by Cornell.  The Guarantor  acknowledges  that a breach by the
Guarantor of its obligations  hereunder will cause  irreparable  harm to Cornell
and that the remedy at law for any such breach may be inadequate.  The Guarantor
therefore  agrees that, in the event of any such breach or threatened  breach by
the  Guarantor,  Cornell shall be entitled,  in addition to all other  available
remedies,  to an injunction  restraining  any breach,  and specific  performance
without the  necessity  of showing  economic  loss and without any bond or other
security being required.

         2.12  Governing  Law;   Jurisdiction.   All  questions  concerning  the
construction, validity, enforcement and interpretation of this Guaranty shall be
governed by the internal laws of the State of New Jersey,  without giving effect
to any choice of law or conflict of law  provision or rule (whether of the State
of New Jersey or any other  jurisdictions)  that would cause the  application of
the laws of any  jurisdictions  other than the State of New  Jersey.  Each party
hereby irrevocably submits to the exclusive  jurisdiction of the Superior Courts
of the State of New Jersey,  sitting in the city of Jersey City,  Hudson County,
New Jersey and the Federal District Court for the District of New Jersey sitting
in Newark,  New Jersey,  for the  adjudication  of any dispute  hereunder  or in
connection herewith or therewith, or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding,  any claim that it is not personally  subject to the
jurisdiction of any such court,  that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Guaranty and agrees that such service shall  constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.



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         2.13 Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR CORNELL TO LOAN
TO THE COMPANY THE MONIES UNDER THE PROMISSORY NOTE AND TO ACCEPT THIS GUARANTY,
THE GUARANTORS  HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING
RELATED IN ANY WAY TO THIS AGREEMENT  AND/OR ANY AND ALL OF THE OTHER  DOCUMENTS
ASSOCIATED WITH THIS TRANSACTION.

         2.14 Entire  Agreement.  This Guaranty  (including the recitals hereto)
and the Transaction  Documents set forth the entire understanding of the parties
with respect to the subject matter hereof, and shall not be modified or affected
by any offer, proposal, statement or representation, oral or written, made by or
for any party in connection with the negotiation of the terms hereof, and may be
modified only by instruments signed by all of the parties hereto.

         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be signed
as of the date first written above.

                                           ARNE DUNHEM

                                           By: _________________________________






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