**EXHIBIT
      10.25**


**PROMISSORY
      NOTE**





**September
      26, 2005**








**Vienna,
                Virginia**
            **$
                70,000**





**FOR
      VALUE RECEIVED** ,
      the
      undersigned, **ARIEL
      WAY, INC.** ,
      a
      Florida corporation (the “ Company ”),
      promises to pay **EVA
      DUNHEM** (the
“ Lender ”)
      at
      7901 Ariel Way, McLean, Virginia 22102 or other address as the Lender shall
      specify in writing, the principal sum of **Seventy
      Thousand U.S. Dollars and 00/100 ($70,000)** (the
“ Principal
      Amount ”)
      and
      interest at the annual rate of twelve percent (12%) on the unpaid balance
      pursuant to the following terms:





**1.**  **Principal
      and Interest** **.** The
      Principal Amount of this Promissory Note (this “Note”) was funded to the Company
      on May 17, 2005 (the “Funding Date”).





The
      Company hereby promises to pay to the order of the Lender in lawful money of
      the
      United States of American and in immediately available funds, the Principal
      Amount of Seventy Thousand Dollars ($70,000), together with interest on the
      unpaid principal of this Note on or before the twelve (12) month anniversary
      of
      the Funding Date which will be May 17, 2006.





**2.**  **Right
      of Prepayment** .
      Notwithstanding the payment(s) pursuant to Section 1, the Company at its option
      shall have the right to prepay, with three (3) business days advance written
      notice, a portion or all outstanding principal plus outstanding Interest of
      this
      Note.





**3.**  **Warrants** **.** The
      Company shall issue, on the date hereof, to the Lender, a warrant to purchase
      Two Hundred Thousand (200,000) shares of the Company’s Common Stock (the “ Warrant
      Shares ”)
      for a
      period of three (3) years at an exercise price per share pursuant to the terms
      noted on the form of Warrant attached hereto as Schedule I. The Warrant Shares
      shall have “piggy-back” and demand registration rights.








**4.**  **Waiver
      and Consent** .
      To the
      fullest extent permitted by law and except as otherwise provided herein, the
      Company waives demand, presentment, protest, notice of dishonor, suit against
      or
      joinder of any other person, and all other requirements necessary to charge
      or
      hold the Company liable with respect to this Note.





**5.**  **Costs,
      Indemnities and Expenses** .
      In the
      event of default as described herein, the Company agrees to pay all reasonable
      fees and costs incurred by the Lender in collecting or securing or attempting
      to
      collect or secure this Note, including reasonable attorneys’ fees and expenses,
      whether or not involving litigation, collecting upon any judgments and/or
      appellate or bankruptcy proceedings. The Company agrees to pay any documentary
      stamp taxes, intangible taxes or other taxes which may now or hereafter apply
      to
      this Note or any payment made in respect of this Note, and the Company agrees
      to
      indemnify and hold the Lender harmless from and against any liability, costs,
      attorneys’ fees, penalties, interest or expenses relating to any such taxes, as
      and when the same may be incurred.







**6.****Event
      of Default**.
      An “Event
      of Default”
shall
      be deemed to have occurred upon the occurrence of any of the following: (i)
      the
      Company should fail for any reason or for no reason to make any payment of
      the
      interest or principal pursuant to this Note within ten (10) days of the date
      due
      as prescribed herein; (ii) the Company shall fail to observe or perform any
      other covenant, agreement or warranty contained in, or otherwise commit any
      material breach or default of any material provision of this Note or any of
      the
      Transaction Documents (as defined herein), which is not cured within ten (10)
      days notice of the default; (iii) the Company or any subsidiary of the
      Company shall commence, or there shall be commenced against the Company or
      any
      subsidiary of the Company under any applicable bankruptcy or insolvency laws
      as
      now or hereafter in effect or any successor thereto, or the Company or any
      subsidiary of the Company commences any other proceeding under any
      reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
      insolvency or liquidation or similar law of any jurisdiction whether now or
      hereafter in effect relating to the Company or any subsidiary of the Company
      or
      there is commenced against the Company or any subsidiary of the Company any
      such
      bankruptcy, insolvency or other proceeding which remains undismissed for a
      period of 61 days; or the Company or any subsidiary of the Company is
      adjudicated insolvent or bankrupt; or any order of relief or other order
      approving any such case or proceeding is entered; or the Company or any
      subsidiary of the Company suffers any appointment of any custodian, private
      or
      court appointed receiver or the like for it or any substantial part of its
      property which continues undischarged or unstayed for a period of sixty one
      (61)
      days; or the Company or any subsidiary of the Company makes a general assignment
      for the benefit of creditors; or the Company or any subsidiary of the Company
      shall fail to pay, or shall state that it is unable to pay, or shall be unable
      to pay, its debts generally as they become due; or the Company or any subsidiary
      of the Company shall call a meeting of its creditors with a view to arranging
      a
      composition, adjustment or restructuring of its debts; or the Company or any
      subsidiary of the Company shall by any act or failure to act expressly indicate
      its consent to, approval of or acquiescence in any of the foregoing; or any
      corporate or other action is taken by the Company or any subsidiary of the
      Company for the purpose of effecting any of the foregoing; (iv) the Common
      Stock
      of the Company shall cease to be quoted for trading or listed for trading on
      the
      National Association of Securities Dealers Inc.’s Over the Counter Bulletin
      Board, Nasdaq SmallCap Market, New York Stock Exchange, American Stock Exchange
      or the Nasdaq National Market (each, a “Subsequent
      Market”)
      and
      shall not again be quoted or listed for trading thereon within five (5) Trading
      Days of such delisting; or (v) a breach by the Company of its obligations,
      or an
      event of default, under any of the Transaction Documents, or any other
      agreements entered into between the Company and the Lender which is not cured
      by
      any applicable cure period set forth therein.


Upon
      an
      Event of Default (as defined above), the entire principal balance and accrued
      interest outstanding under this Note, and all other obligations of the Company
      under this Note, shall be immediately due and payable without any action on
      the
      part of the Lender, interest shall accrue on the unpaid principal balance at
      twenty four percent (24%) or the highest rate permitted by applicable law,
      if
      lower, and the Lender shall be entitled to seek and institute any and all
      remedies available to it.







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**7.****Maximum
      Interest Rate**.
      In no
      event shall any agreed to or actual interest charged, reserved or taken by
      the
      Lender as consideration for this Note exceed the limits imposed by Virginia
      law.
      In the event that the interest provisions of this Note shall result at any
      time
      or for any reason in an effective rate of interest that exceeds the maximum
      interest rate permitted by applicable law, then without further agreement or
      notice the obligation to be fulfilled shall be automatically reduced to such
      limit and all sums received by the Lender in excess of those lawfully
      collectible as interest shall be applied against the principal of this Note
      immediately upon the Lender’s receipt thereof, with the same force and effect as
      though the Company had specifically designated such extra sums to be so applied
      to principal and the Lender had agreed to accept such extra payment(s) as a
      premium-free prepayment or prepayments.





**8.**  **Issuance
      of Capital Stock** .
      So long
      as any portion of this Note is outstanding, the Company shall not, without
      the
      prior written consent of the Lender, (i) issue or sell shares of common stock
      or
      preferred stock without consideration or for a consideration per share less
      than
      the bid price of the common stock determined immediately prior to its issuance,
      or (ii) issue any warrant, option, right, contract, call, or other security
      instrument granting the holder thereof, the right to acquire common stock
      without consideration or for a consideration less than such common stock’s bid
      price value determined immediately prior to it’s issuance.





**9.**  **Cancellation
      of Note** .
      Upon
      the repayment by the Company of all of its obligations hereunder to the Lender,
      including, without limitation, the principal amount of this Note, plus accrued
      but unpaid interest, the indebtedness evidenced hereby shall be deemed canceled
      and paid in full. Except as otherwise required by law or by the provisions
      of
      this Note, payments received by the Lender hereunder shall be applied first
      against expenses and indemnities, next against interest accrued on this Note,
      and next in reduction of the outstanding principal balance of this Note.





**10.**  **Severability** **.** If
      any
      provision of this Note is, for any reason, invalid or unenforceable, the
      remaining provisions of this Note will nevertheless be valid and enforceable
      and
      will remain in full force and effect. Any provision of this Note 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.





**11.**  **Amendment
      and Waiver** **.** This
      Note
      may be amended, or any provision of this Note 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 Note
      shall not operate or be construed as a waiver of any other breach.







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**12.****Successors****.**Except
      as
      otherwise provided herein, this Note shall bind and inure to the benefit of
      and
      be enforceable by the parties hereto and their permitted successors and assigns.





**13.**  **Assignment** **.** This
      Note
      shall not be directly or indirectly assignable or delegable by the Company.
      The
      Lender may assign this Note as long as such assignment complies with the
      Securities Act of 1933, as amended.





**14.**  **No
      Strict Construction** **.** The
      language used in this Note 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.





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





**16.**  **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 Company:
            Ariel
                Way, Inc.8000
                Towers Crescent Drive
              Suite
                1220Vienna,
                VA 22182Attention:Chief
                Executive OfficerTelephone:(703)
                918-2420Facsimile:(703)
                991-0841With
                a copy to:
            Kelley
                Drye & Warren, LLP8000
                Towers Crescent Drive
              Suite
                1200Vienna,
                VA 22182Attention:Jay
                Schifferli, Esq.Telephone:(703)
                918-2394Facsimile:(703)
                918-2450If
                to the Lender:
            Eva
                Dunhem7901
                Ariel WayMcLean,
                VA 22102Telephone:
                (703) 847-0940







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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.





**17.**  **Remedies,
      Other Obligations, Breaches and Injunctive Relief** **.** The
      Lender’s remedies provided in this Note shall be cumulative and in addition to
      all other remedies available to the Lender under this Note, at law or in equity
      (including a decree of specific performance and/or other injunctive relief),
      no
      remedy of the Lender contained herein shall be deemed a waiver of compliance
      with the provisions giving rise to such remedy and nothing herein shall limit
      the Lender’s right to pursue actual damages for any failure by the Company to
      comply with the terms of this Note. No remedy conferred under this Note upon
      the
      Lender is intended to be exclusive of any other remedy available to the Lender,
      pursuant to the terms of this Note or otherwise. No single or partial exercise
      by the Lender of any right, power or remedy hereunder shall preclude any other
      or further exercise thereof. The failure of the Lender to exercise any right
      or
      remedy under this Note or otherwise, or delay in exercising such right or
      remedy, shall not operate as a waiver thereof. Every right and remedy of the
      Lender under any document executed in connection with this transaction may
      be
      exercised from time to time and as often as may be deemed expedient by the
      Lender. The Company acknowledges that a breach by it of its obligations
      hereunder will cause irreparable harm to the Lender and that the remedy at
      law
      for any such breach may be inadequate. The Company therefore agrees that, in
      the
      event of any such breach or threatened breach, the Lender 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.





**18.**  **Governing
      Law; Jurisdiction** **.** All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the Commonwealth
      of
      Virginia, without giving effect to any choice of law or conflict of law
      provision or rule (whether of the Commonwealth of Virginia or any other
      jurisdictions) that would cause the application of the laws of any jurisdictions
      other than the Commonwealth of Virginia. Each party hereby irrevocably submits
      to the exclusive jurisdiction of the Superior Court of the Commonwealth of
      Virginia sitting in Richmond, Virginia and the United States Federal District
      Court for the District of Washington, D.C., 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 Agreement 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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**19.****No
      Inconsistent Agreements****.**None
      of
      the parties hereto will hereafter enter into any agreement, which is
      inconsistent with the rights granted to the parties in this Note.





**20.**  **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 parties to this Note and their
      respective permitted successor and assigns, any rights or remedies under or
      by
      reason of this Note.





**21.**  **Waiver
      of Jury Trial** **.
      AS A MATERIAL INDUCEMENT FOR THE LENDER TO LOAN TO THE COMPANY THE MONIES
      HEREUNDER, THE COMPANY HEREBY WAIVES 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.**





**22.**  **Entire
      Agreement** .  This
      Note (including any recitals hereto) 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.














**[REMAINDER
      OF PAGE INTENTIONALY LEFT BLANK]**


















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**IN
      WITNESS WHEREOF** ,
      this
      Promissory Note is executed by the undersigned as of the date hereof.








**EVA
                DUNHEM**By:
                ______________________________Name:
                Eva Dunhem**ARIEL
                WAY, INC.**By:
                _____________________________Name:
                Leif T. CarlssonTitle:
                Director





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