EXHIBIT 10.14

                                WARRANT AGREEMENT

Ms. Voula  Kanellias  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 600,000 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 Ms.  Kanellias or
immediately  if Ms.  Kanellias'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) 120,000 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 Ms. Kanellias.  All Warrant Shares granted hereunder shall
have a "cashless" exercise  provision,  which enables Ms. Kanellias 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 Ms.
Kanellias's  proportionate interest in the Company shall be maintained as before
the occurrence of such event.  Ms.  Kanellias  shall also receive payment of any
cash  dividend  or stock  dividend  declared  and paid by the  Company as if Ms.
Kanellias had already  exercised all of his Warrant Shares,  including  unvested
Warrant Shares.

Date:             November 1, 2004

Grantee:          ___________________________

                  Voula Kanellias

ARIEL WAY, INC.

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


<PAGE>

                                WARRANT AGREEMENT
                                 AMENDMENT NO. 1

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

                  Voula Kanellias

NETFRAN DEVELOPMENT CORP.

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