EXHIBIT 10.15

                                WARRANT AGREEMENT

Mr. Magdy Battikha will, upon the completion of an application by Ariel Way, Inc
to become a public  company or of an  acquisition  or merger of Ariel Way,  Inc.
with a public  corporate  entity making the surviving  company a public  company
with the Ariel Way, Inc.'s shareholders controlling at least eighty five percent
(85%) of the surviving  company,  be granted a warrant,  assuming that the total
number  of   outstanding   public  shares  of  the  Company  is  twenty  million
(20,000,000)  shares of Common Stock, to acquire 780,000 shares of the Company's
common stock at an exercise price of $0.010 per share (the "Warrant  Shares") to
vest as follows:  (i) 40,000 Warrant Shares shall vest monthly each of the first
twelve months during the term of an Employment  Agreement  with Mr.  Battikha or
immediately if Mr. Battikha's employment is terminated without cause or for good
reason or due to a change in control,  sale of a majority of the common stock or
substantially  all of the assets of the Company or merger of the Company into or
with another  company  (unless such company is less than fifty  percent (50%) of
the size  (measured  by market  value) of the  Company)  or reverse  merger with
another company;  and (ii) 300,000 Warrant Shares will vest immediately upon the
Company achieving a $25 million market cap for ten (10) consecutive trading days
and a price  per  share of not less  than  $0.50.  The  Warrant  Shares  granted
hereunder  must be exercised by the tenth  anniversary of the date of vesting or
shall be forfeited by Mr. Battikha.  All Warrant Shares granted  hereunder shall
have a "cashless"  exercise  provision,  which enables Mr. Battikha to give up a
portion of his Warrant  Shares in order to exercise  others  without paying cash
for  them.  The  number of  warrant  shares  shall be  prorate  adjusted  if the
assumption that the initial total number of outstanding  shares of public Common
Stock of the surviving  Company is different  from twenty  million  (20,000,000)
shares of Common Stock.  Further, the number, kind and strike price of the stock
Warrant Shares granted hereunder shall be appropriately  and equitably  adjusted
to reflect any stock dividend, stock split, spin-off,  split-off,  extraordinary
cash  dividend,  recapitalization,  reclassification  or other  major  corporate
action  affecting  the stock of the Company to the end that after such event Mr.
Battikha's  proportionate  interest in the Company shall be maintained as before
the occurrence of such event.  Mr.  Battikha  shall also receive  payment of any
cash  dividend  or stock  dividend  declared  and paid by the  Company as if Mr.
Battikha had already  exercised all of his Warrant  Shares,  including  unvested
Warrant Shares.

Date:             August 10, 2004

Grantee:          ___________________________

                  Magdy Battikha

ARIEL WAY, INC.

-----------------------------
Arne Dunhem
President & CEO


<PAGE>

                                WARRANT AGREEMENT
                                 AMENDMENT NO. 1

Mr. Magdy Battikha will be granted a warrant, to acquire 1,150,000 shares of the
Company's  common stock at an exercise  price of $0.010 per share (the  "Warrant
Shares") to vest as follows:  (i) 60,000  Warrant Shares shall vest monthly each
of the  first  twelve  months  from  February  2,  2005  through  the term of an
Employment  Agreement  with  Mr.  Battikha  or  immediately  if  Mr.  Battikha's
employment is terminated  without cause or for good reason or due to a change in
control,  sale of a majority  of the common  stock or  substantially  all of the
assets of the  Company or merger of the  Company  into or with  another  company
(unless such company is less than fifty percent  (50%) of the size  (measured by
market value) of the Company) or reverse merger with another  company;  and (ii)
430,000 Warrant Shares will vest  immediately  upon the Company  achieving a $20
million market cap for ten (10)  consecutive  trading days and a price per share
of not less than $0.50.  The Warrant Shares granted  hereunder must be exercised
by the tenth  anniversary  of the date of vesting or shall be  forfeited  by Mr.
Battikha.  All Warrant Shares granted hereunder shall have a "cashless" exercise
provision, which enables Mr. Battikha to give up a portion of his Warrant Shares
in order to exercise others without paying cash for them.  Further,  the number,
kind and strike price of the stock Warrant  Shares  granted  hereunder  shall be
appropriately and equitably adjusted to reflect any stock dividend, stock split,
spin-off,    split-off,    extraordinary   cash   dividend,    recapitalization,
reclassification  or other major  corporate  action  affecting  the stock of the
Company to the end that after such event Mr. Battikha's  proportionate  interest
in the Company shall be maintained as before the  occurrence of such event.  Mr.
Battikha  shall also  receive  payment of any cash  dividend  or stock  dividend
declared and paid by the Company as if Mr. Battikha had already exercised all of
his Warrant Shares,  including  unvested  Warrant  Shares.  The Company shall at
earliest opportunity include the warrants in a proper registration statement.

Date:             March 21, 2005

Grantee:          ___________________________

                  Magdy Battikha

NETFRAN DEVELOPMENT CORP.

-----------------------------
Arne Dunhem
President & CEO