EXHIBIT 10.11

                           PLEDGE AND ESCROW AGREEMENT

         THIS PLEDGE AND ESCROW AGREEMENT (the  "Agreement") is made and entered
into as of February 1, 2005 (the "Effective  Date") by and among CORNELL CAPITAL
PARTNERS, LP, a Delaware limited partnership (the "Pledgee"), ARIEL WAY, INC., a
corporation  organized and existing under the laws of the State of Delaware (the
"Company"),  ARNE DUNHEM (the  "Pledgor"),  and DAVID GONZALEZ,  ESQ., as escrow
agent ("Escrow Agent").

                                    RECITALS:

         WHEREAS,  on even date  herewith,  the Pledgee and the Company  entered
into a  Promissory  Note  in the  principal  amount  of  Four  Thousand  Dollars
($400,000) (the "Note"), a copy of which is attached as Exhibit "A" and

         WHEREAS, pursuant to the terms of the Note, the Company is obligated to
make certain  payments to the  Pledgee,  as more  particularly  described in the
Note; and

         WHEREAS,  in order to secure the Company's  obligations under the Note,
the  Pledgor  has  agreed to pledge to the  Pledgee  One  Million  Five  Hundred
Thousand  (1,500,000)  shares (the "Shares") of common stock of Mobilepro Corp.,
which are owned by Arne Dunhem.

         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
warranties,  and  representations  herein  contained,  and for  other  good  and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

                              TERMS AND CONDITIONS

1. Pledge and Transfer of Pledge Shares.

         1.1. The Pledgor  hereby  grants to Pledgee a security  interest in the
Shares beneficially owned by such Pledgor as security for Company's  obligations
under the Note.  Simultaneously  with the  execution of this  Agreement  and the
closing of the transactions  contemplated  under the Note, Pledgor shall deliver
to the Escrow Agent stock  certificates  representing the Shares,  together with
duly executed stock powers or other appropriate  transfer  documents executed in
blank by Pledgor (the "Transfer  Documents"),  and such stock  certificates  and
Transfer  Documents  shall be held by the Escrow Agent until the full payment of
all amounts due to the Pledgee under the Note or the  termination  or expiration
of this Agreement.

         1.2. The Pledgor hereby grants Pledgee a further  security  interest in
any stock rights, rights to subscribe, stock dividends, new securities, or other
property  (excluding  cash  dividends)  to which the Pledgor is or may hereafter
become  entitled  to  receive  on  account  of  the  Shares  originally  pledged
hereunder.  In the event  Pledgor  receive  additional  property  of such nature
("Additional   Pledged  Property"),   Pledgor  shall  immediately  deliver  such
Additional  Pledged  Property to the Escrow Agent to be held by the Escrow Agent
in the same  manner  and on the  same  terms as the  Shares  originally  pledged
hereunder.



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         2. Title to Pledge Shares. From the Effective Date, subject only to the
security interest of Pledgee created  hereunder,  the Pledgor shall be the legal
and record owner of their respective  Shares,  and shall be entitled to vote the
Shares, to receive dividends and other distributions  thereon,  and to enjoy all
other rights and privileges incident to the ownership of the Shares,  subject to
the restrictions  herein. Upon the occurrence of an Event of Default (as defined
herein),  the Pledgee shall be entitled to vote the Shares, to receive dividends
and other  distributions  thereon,  and to enjoy all other rights and privileges
incident to the ownership of the Shares.

         3. Release of Shares from Pledge.  Upon the consummation of the reverse
merger  of the  Company  and  Netfran  Development  Corp and the  filing  of the
registration statement pursuant to the Investor's  Registration Rights Agreement
dated September 30, 2004 by an between the Company and the Pledgee , the parties
hereto shall notify the Escrow Agent to such effect in writing.  Upon receipt of
such written  notice,  the Escrow Agent shall return to the Pledgor the Transfer
Documents, the certificates  representing the Shares, and any Additional Pledged
Property (collectively,  the "Pledged Materials"),  whereupon any and all rights
of  Pledgee  in the  Pledged  Materials  shall  be  terminated.  Notwithstanding
anything to the contrary contained herein,  upon full payment of all amounts due
to the Pledgee under the Note,  this Agreement and Pledgee's  security  interest
and rights in and to the Shares, shall terminate.

         4.  Event of  Default.  An "Event of  Default"  shall be deemed to have
occurred under this Agreement upon an Event of Default under the Note.

         5. Remedies. Upon the occurrence of the Event of Default, Pledgee shall
provide  written  notice of such  Default (the  "Default  Notice") to the Escrow
Agent, with a copy to the Company and the Pledgor.  As soon as practicable after
receipt of the Default  Notice,  the Escrow  Agent shall  deliver to Pledgee the
Pledged  Materials  held by the Escrow Agent  hereunder,  whereupon  Pledgee may
exercise  all  rights  and  remedies  of a secured  party  with  respect to such
property as may be available  under the Uniform  Commercial Code as in effect in
the State of New Jersey.

         6. Concerning the Escrow Agent.

            6.1. The Escrow Agent  undertakes to perform only such duties as are
expressly set forth herein and no implied  duties or  obligations  shall be read
into this Agreement against the Escrow Agent.

            6.2.  The  Escrow  Agent may act in  reliance  upon any  writing  or
instrument  or signature  which it, in good faith,  believes to be genuine,  may
assume the validity and accuracy of any statement or assertion contained in such
a writing or instrument,  and may assume that any person  purporting to give any
writing, notice, advice or instructions in connection with the provisions hereof
has been duly  authorized  to do so. The Escrow Agent shall not be liable in any
manner for the sufficiency or correctness as to form, manner, and execution,  or
validity of any  instrument  deposited in this escrow,  nor as to the  identity,
authority,  or right of any person  executing the same; and its duties hereunder
shall be limited to the safekeeping of such certificates,  monies,  instruments,
or other document received by it as such escrow holder,  and for the disposition
of the same in  accordance  with the written  instruments  accepted by it in the
escrow.



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            6.3.  Pledgee,  the Company and Pledgor  hereby  agree,  jointly and
severally,  to defend and  indemnify  the Escrow Agent and hold it harmless from
any and all claims,  liabilities,  losses, actions, suits, or proceedings at law
or in equity, or any other expenses, fees, or charges of any character or nature
which it may incur or with which it may be threatened by reason of its acting as
Escrow Agent under this Agreement; and in connection therewith, to indemnify the
Escrow Agent against any and all expenses,  including  attorneys' fees and costs
of defending  any action,  suit,  or  proceeding or resisting any claim (and any
costs incurred by the Escrow Agent pursuant to Sections 6.4 or 6.5 hereof).  The
Escrow  Agent shall be vested with a lien on all property  deposited  hereunder,
for  indemnification  of  attorneys'  fees and court costs  regarding  any suit,
proceeding  or  otherwise,  or any  other  expenses,  fees,  or  charges  of any
character  or nature,  which may be  incurred  by the Escrow  Agent by reason of
disputes   arising  between  the  makers  of  this  escrow  as  to  the  correct
interpretation  of this  Agreement  and  instructions  given to the Escrow Agent
hereunder,  or otherwise,  with the right of the Escrow Agent, regardless of the
instructions  aforesaid,  to hold said property until and unless said additional
expenses,  fees,  and charges shall be fully paid. Any fees and costs charged by
the Escrow Agent for serving hereunder shall be paid by the Pledgor.

            6.4.  If any of the  parties  shall  be in  disagreement  about  the
interpretation  of this Agreement,  or about the rights and obligations,  or the
propriety of any action  contemplated by the Escrow Agent hereunder,  the Escrow
Agent may, at its sole discretion  deposit the Pledged  Materials with the Clerk
of the United  States  District  Court of New  Jersey,  sitting  in Newark,  New
Jersey,  and, upon notifying all parties concerned of such action, all liability
on the part of the Escrow  Agent  shall fully  cease and  terminate.  The Escrow
Agent  shall be  indemnified  by the  Pledgor,  the  Company and Pledgee for all
costs,  including  reasonable  attorneys'  fees in connection with the aforesaid
proceeding,  and shall be fully  protected  in  suspending  all or a part of its
activities  under this Agreement  until a final decision or other  settlement in
the proceeding is received.

            6.5.  The Escrow  Agent may consult  with  counsel of its own choice
(and the costs of such counsel  shall be paid jointly and  severally by Pledgor,
the Company and  Pledgee)  and shall have full and  complete  authorization  and
protection for any action taken or suffered by it hereunder in good faith and in
accordance  with the  opinion of such  counsel.  The Escrow  Agent  shall not be
liable for any  mistakes  of fact or error of  judgment,  or for any  actions or
omissions  of any  kind,  unless  caused  by its  willful  misconduct  or  gross
negligence.



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            6.6. The Escrow Agent may resign upon ten (10) days' written  notice
to the parties in this Agreement.  If a successor  Escrow Agent is not appointed
within  this ten (10) day  period,  the  Escrow  Agent may  petition  a court of
competent jurisdiction to name a successor.

         7. Conflict  Waiver.  Pledgee  acknowledges  and agrees that the Escrow
Agent is solely  representing  the Pledgor in connection with this Agreement and
the Note and  Pledgee  waives any  objection  it might have with  respect to the
Escrow Agent acting as the Escrow Agent pursuant to this Agreement.

         8. Notices.  Unless otherwise  provided herein,  all demands,  notices,
consents,  service of process, requests and other communications hereunder shall
be in writing and shall be delivered in person or by overnight  courier service,
or mailed by certified mail, return receipt requested, addressed:

                  (i) If to the Company:

                                    Ariel Way, Inc.

                                    8000 Towers Crescent Drive - Suite 1220
                                    Vienna, VA 22182
                                    Attention:  Arne Dunhem

                      with a copy to:

                                    Kirkpatrick & Lockhart LLP
                                    201 South Biscayne Boulevard - Suite 2000
                                    Miami, FL  33131-2399
                                    Attention:  Clayton E. Parker, Esq.

                                    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

                  (ii) If the Pledgor:

                                    Arne Dunhem
                                    8000 Towers Crescent Drive - Suite 1220
                                         Vienna, VA 22182

                  (iii) If to the Pledgee:

                                    Cornell Capital Partners, LP
                                    101 Hudson Street - Suite 3700
                                    Jersey City, NJ 07302
                                    Attn: Mark Angelo, Portfolio Manager



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                      with a copy to:

                                    Cornell Capital  Partners, LP
                                    101 Hudson Street - Suite 3700
                                    Jersey City, NJ 07302
                                    Attn: David Gonzalez, Esq.

Any such notice  shall be  effective  (a) when  delivered,  if delivered by hand
delivery or overnight courier service, or (b) five (5) days after deposit in the
United States mail, as applicable.

         9. Binding  Effect.  All of the  covenants  and  obligations  contained
herein  shall be binding  upon and shall inure to the benefit of the  respective
parties, their successors and assigns.

         10.   Governing  Law;   Venue;   Service  of  Process.   The  validity,
interpretation  and  performance  of  this  Agreement  shall  be  determined  in
accordance with the laws of the State of New Jersey applicable to contracts made
and to be performed  wholly  within that state except to the extent that Federal
law applies. The parties hereto agree that any disputes, claims,  disagreements,
lawsuits,  actions  or  controversies  of any type or  nature  whatsoever  that,
directly  or  indirectly,  arise  from or relate to this  Agreement,  including,
without limitation, claims relating to the inducement, construction, performance
or  termination  of this  Agreement,  shall be  brought  in the state or Federal
courts located in Hudson County, New Jersey, and the parties hereto agree not to
challenge  the  selection of that venue in any such  proceeding  for any reason,
including, without limitation, on the grounds that such venue is an inconvenient
forum.  The parties  hereto  specifically  agree that  service of process may be
made,  and such  service of process  shall be  effective  if made,  pursuant  to
Section 8 hereto.

         11.  Enforcement  Costs.  If any legal  action or other  proceeding  is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach,  default or  misrepresentation in connection with any provisions of this
Agreement,  the  successful or prevailing  party or parties shall be entitled to
recover  reasonable  attorneys'  fees,  court costs and all expenses even if not
taxable as court costs (including,  without limitation, all such fees, costs and
expenses  incident  to  appeals),  incurred  in that  action or  proceeding,  in
addition to any other relief to which such party or parties may be entitled.

         12. Remedies  Cumulative.  No remedy herein conferred upon any party is
intended to be  exclusive  of any other  remedy,  and each and every such remedy
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder  or now or  hereafter  existing  at law,  in equity,  by  statute,  or
otherwise.  No single or partial  exercise  by any party of any right,  power or
remedy hereunder shall preclude any other or further exercise thereof.



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         13.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute the same instrument.

         14. No Penalties.  No provision of this  Agreement is to be interpreted
as a penalty upon any party to this Agreement.

         15. JURY TRIAL. EACH OF THE PLEDGEE, THE COMPANY AND THE PLEDGOR HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT WHICH IT MAY HAVE TO A
TRIAL BY JURY OF ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN ANY WAY CONNECTED WITH THE DEALINGS  BETWEEN PLEDGEE
AND  PLEDGOR,  THIS  PLEDGE AND ESCROW  AGREEMENT  OR ANY  DOCUMENT  EXECUTED IN
CONNECTION  HEREWITH,  OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR THERETO IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY
OR OTHERWISE.



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         IN WITNESS  WHEREOF,  the parties hereto have duly executed this Pledge
and Escrow Agreement as of the date first above written.

                            CORNELL CAPITAL PARTNERS, LP

                            By:
                               -----------------------------------------
                            Name:    Mark Angelo
                            Title:   Portfolio Manager



                            ARIEL WAY, INC.

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

                            PLEDGOR

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



                            ESCROW AGENT

                            By:
                               -----------------------------------------
                            Name:    David Gonzalez, Esq.


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                                   EXHIBIT "A"

                                    THE NOTE






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