EXHIBIT 10.16

                                WARRANT AGREEMENT

Mr. Aziz Bennani 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.  Bennani or
immediately if Mr. Bennani'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.  Bennani.  All Warrant Shares granted  hereunder shall
have a "cashless"  exercise  provision,  which enables Mr.  Bennani 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.
Bennani's  proportionate  interest in the Company  shall be maintained as before
the occurrence of such event. Mr. Bennani shall also receive payment of any cash
dividend or stock  dividend  declared and paid by the Company as if Mr.  Bennani
had already  exercised all of his Warrant  Shares,  including  unvested  Warrant
Shares.

Date:             November 1, 2004

Grantee:          ___________________________

                  Aziz Bennani

ARIEL WAY, INC.

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


<PAGE>

                                WARRANT AGREEMENT
                                 AMENDMENT NO. 1

Mr. Aziz Bennani 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. Bennani or immediately if Mr. Bennani'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.  Bennani.  All
Warrant Shares granted  hereunder  shall have a "cashless"  exercise  provision,
which enables Mr. Bennani 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. Bennani's proportionate interest in
the Company  shall be maintained  as before the  occurrence  of such event.  Mr.
Bennani  shall also  receive  payment  of any cash  dividend  or stock  dividend
declared and paid by the Company as if Mr. Bennani 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:          ___________________________

                  Aziz Bennani

NETFRAN DEVELOPMENT CORP.

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