EXHIBIT 10.9

                                 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,
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.


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         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.

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


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         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