form-sb2_021113





                          GUARANTY AND PLEDGE AGREEMENT


     GUARANTY AND PLEDGE AGREEMENT (this  "Agreement"),  dated as of February 6,
2003, among iDial Networks,  Inc.,  Inc., a Nevada  corporation (the "Company"),
Mark T. Wood (the "Pledgor"),  AJW Partners,  LLC, a limited  liability  company
("AJW"), AJW Offshore,  Ltd., a limited liability company ("Offshore"),  and AJW
Qualified Partners,  LLC, a limited liability company ("Qualified" and, together
with AJW and Offshore, the "Pledgees").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  the  Company  and  the  Pledgees  are  parties  to  that  certain
Securities Purchase Agreement, of even date herewith (the "Purchase Agreement"),
pursuant  to which  the  Company  (i) has  issued  (a) 12%  secured  convertible
debentures in the aggregate  principal amount of $250,000 and (b) stock purchase
warrants to purchase an  aggregate  of 750,000  shares of the  Company's  common
stock,  $0.005 par value per share (the  "Common  Stock")  and (ii) will  issue,
pursuant to Section 4(l) of the Purchase Agreement,  (a) 12% secured convertible
debentures in the aggregate principal amount of $500,000, and (b) stock purchase
warrants to purchase an aggregate of 1,500,000 shares of the Common Stock; and

     WHEREAS,  as a  material  inducement  to the  Pledgees  to  enter  into the
Purchase Agreement, the Pledgees have required and the Pledgor has agreed (i) to
unconditionally guarantee the timely and full satisfaction of all obligations of
the Company,  whether matured or unmatured, now or hereafter existing or created
and  becoming  due  and  payable  (the  "Obligations")  to the  Pledgees,  their
successors,  endorsees,  transferees or assigns under the Transaction  Documents
(as  defined in the  Purchase  Agreement)  to the extent of the  Collateral  (as
defined  in  Section  5  hereof),  and  (ii) to  grant  to the  Pledgees,  their
successors,  endorsees, transferees or assigns a security interest in the number
of shares of Common Stock  currently owned by the Pledgor as set forth below the
Pledgor's signature on the signature page hereto  (collectively,  the "Shares"),
as collateral security for Obligations.  Terms used and not defined herein shall
have the meaning ascribed to them in the Purchase Agreement.

     NOW, THEREFORE,  in consideration of the foregoing recitals, and the mutual
covenants contained herein, the parties hereby agree as follows:

1.   Guaranty.  To the extent of the Collateral,  the Pledgor hereby absolutely,
     unconditionally   and  irrevocably   guarantees  to  the  Pledgees,   their
     successors,  endorsees,  transferees  and  assigns  the  due  and  punctual
     performance  and payment of the  Obligations  owing to the Pledgees,  their
     successors, endorsees, transferees or assigns when due, all at the time and
     place  and in the  amount  and  manner  prescribed  in,  and  otherwise  in
     accordance  with, the Transaction  Documents,  regardless of any defense or
     set-off  counterclaim  which the  Company  or any other  person may have or
     assert,  and  regardless of whether or not the Pledgees or anyone on behalf
     of the Pledgees  shall have  instituted  any suit,  action or proceeding or
     exhausted its remedies or taken any steps to enforce any rights against the
     Company or any other person to compel any such performance or observance or
     to  collect  all or  part  of  any  such  amount,  either  pursuant  to the
     provisions  of  the  Transaction  Documents  or at law  or in  equity,  and
     regardless of any other condition or contingency. The Pledgor shall have no
     obligation whatsoever to the Pledgees beyond the Collateral pledged for the
     Obligations set forth herein.

2.   Waiver of  Demand.  The  Pledgor  hereby  unconditionally:  (i)  waives any
     requirement  that the  Pledgees,  in the event of a breach in any  material
     respect by the Company of any of its  representations  or warranties in the
     Transaction Documents,  first make demand upon, or seek to enforce remedies
     against,  the  Company  or any other  person  before  demanding  payment of
     enforcement  hereunder;  (ii)  covenants  that this  Agreement  will not be
     discharged  except by complete  performance  of all the  Obligations to the
     extent of the Collateral;  (iii) agrees that this Agreement shall remain in
     full force and effect  without  regard  to,  and shall not be  affected  or
     impaired,   without  limitation,   by,  any  invalidity,   irregularity  or
     unenforceability  in whole or in part of the  Transaction  Documents or any
     limitation on the liability of the Company thereunder, or any limitation on
     the method or terms of payment  thereunder  which may now or  hereafter  be
     caused or imposed  in any manner  whatsoever;  and (iv)  waives  diligence,
     presentment  and  protest  with  respect  to,  and notice of default in the
     performance  or  payment  of any  Obligation  by the  Company  under  or in
     connection with the Transaction Documents.

3.   Release. The obligations,  covenants,  agreements and duties of the Pledgor
     hereunder shall not be released,  affected or impaired by any assignment or
     transfer,  in  whole  or in  part,  of  the  Transaction  Documents  or any
     Obligation,  although made without notice to or the consent of the Pledgor,
     or any waiver by the Pledgees,  or by any other person,  of the performance
     or  observance  by the  Company or the  Pledgor  of any of the  agreements,
     covenants,  terms or conditions contained in the Transaction Documents,  or
     any indulgence in or the extension of the time or renewal  thereof,  or the
     modification or amendment (whether material or otherwise), or the voluntary
     or involuntary liquidation, sale or other disposition of all or any portion
     of the stock or assets of the Company or the Pledgor,  or any receivership,
     insolvency,  bankruptcy,  reorganization,  or  other  similar  proceedings,
     affecting  the  Company or the  Pledgor or any assets of the Company or the
     Pledgor, or the release of any proper from any security for any Obligation,
     or the  impairment  of any such  property  or  security,  or the release or
     discharge of the Company or the Pledgor from the  performance or observance
     of any agreement,  covenant,  term or condition contained in or arising out
     of the  Transaction  Documents  by  operation  of  law,  or the  merger  or
     consolidation  of the  Company,  or any other  cause,  whether  similar  or
     dissimilar to the foregoing.

4.   Subrogation.

     (a)  Unless and until complete  performance  of all the  Obligations to the
          extent  of the  Collateral,  the  Pledgor  shall  not be  entitled  to
          exercise any right of subrogation to any of the rights of the Pledgees
          against the Company or any collateral security or guaranty held by the
          Pledgees for the payment or performance of the Obligations,  nor shall
          the  Pledgor  seek any  reimbursement  from the  Company in respect of
          payments made by the Pledgor hereunder.

     (b)  In the extent that the Pledgor  shall  become  obligated to perform or
          pay any  sums  hereunder,  or in the  event  that for any  reason  the
          Company is now or shall hereafter become indebted to the Pledgor,  the
          amount of such sum shall at all times be subordinate as to lien,  time
          of payment  and in all other  respects,  to the  amounts  owing to the
          Pledgees  under the  Transaction  Documents  and the Pledgor shall not
          enforce or receive  payment  thereof until all  Obligations due to the
          Pledgees under the  Transaction  have been performed or paid.  Nothing
          herein  contained  is  intended or shall be  construed  to give to the
          Pledgor  any  right  of  subrogation  in  or  under  the   Transaction
          Documents,  or any right to participate in any way therein,  or in any
          right, title or interest in the assets of the Pledgees.

5.   Security.  As collateral security for the punctual payment and performance,
     when due, by the Company of all the Obligations, the Pledgor hereby pledges
     with, hypothecates, transfers and assigns to the Pledgees all of the Shares
     and all  proceeds,  shares and other  securities  received,  receivable  or
     otherwise  distributed  in  respect  of  or in  exchange  for  the  Shares,
     including,  without limitation,  any shares and other securities into which
     such  Shares  may  be  convertible  or  exchangeable   (collectively,   the
     "Additional  Collateral" and together with the Shares,  the  "Collateral").
     Simultaneously  herewith,  the Pledgor  shall  deliver to the  Pledgees the
     certificate(s)  representing  the  Shares,  stamped  with a bank  medallion
     guarantee,  along with a stock transfer power duly executed in blank by the
     Pledgor, to be held by the Pledgees as security. Any Collateral received by
     the Pledgor on or after the date hereof shall be  immediately  delivered to
     the  Pledgees  together  with any executed  stock powers or other  transfer
     documents requested by the Pledgees,  which request may be made at any time
     prior to the date when the  Obligations  shall have been paid and otherwise
     satisfied in full.

6.   Voting Power, Dividends, Etc. and other Agreements.

     (a)  Unless  and  until an Event of  Default  (as set  forth in  Section  7
          hereof) has occurred, the Pledgor shall be entitled to:

          (i)  Exercise all voting and/or  consensual  powers  pertaining to the
               Collateral, or any part thereof, for all purposes;

          (ii) Receive and retain dividends paid with respect to the Collateral;
               and

          (iii)Receive the  benefits of any income tax  deductions  available to
               the Pledgor as a shareholder of the Company.

     (b)  The Pledgor agrees that it will not sell,  assign,  transfer,  pledge,
          hypothecate, encumber or otherwise dispose of the Collateral.

     (c)  The  Pledgor and the Company  jointly and  severally  agree to pay all
          costs  including  all  reasonable  attorneys'  fees and  disbursements
          incurred by the Pledgees in  enforcing  this  Agreement in  accordance
          with its terms.

7. Default and Remedies.

     (a)  For the purposes of this Agreement, "Event of Default" shall mean:

          (i)  default in or under any of the Obligations  after the expiration,
               without cure, of any applicable cure period;

          (ii) a breach in any  material  respect  by the  Company of any of its
               representations or warranties in the Transaction Documents; or

          (iii)a breach in any  material  respect  by the  Pledgor of any of its
               representations or warranties in this Agreement.

     (b)  the  Pledgees  shall  have the  following  rights  upon  any  Event of
          Default:

          (i)  the rights and remedies  provided by the Uniform  Commercial Code
               as adopted by the State of New York (the  "UCC") (as said law may
               at any time be amended);

          (ii) the right to receive and retain all dividends, payments and other
               distributions of any kind upon any or all of the Collateral;

          (iii)the  right  to  cause  any  or  all  of  the   Collateral  to  be
               transferred  to its own name or to the name of its  designee  and
               have  such  transfer  recorded  in any  place  or  places  deemed
               appropriate by the Pledgees; and

          (iv) the right to sell, at a public or private sale, the Collateral or
               any part  thereof for cash,  upon credit or for future  delivery,
               and at such price or prices in  accordance  with the UCC (as such
               law may be  amended  from time to  time).  Upon any such sale the
               Pledgees shall have the right to deliver,  assign and transfer to
               the purchaser  thereof the Collateral so sold. The Pledgees shall
               give the Pledgor not less than ten (10) days'  written  notice of
               its intention to make any such sale. Any such sale, shall be held
               at such time or times during ordinary  business hours and at such
               place or places  as the  Pledgees  may fix in the  notice of such
               sale.  The  Pledgees  may adjourn or cancel any sale or cause the
               same to be  adjourned  from time to time by  announcement  at the
               time and place  fixed for the sale,  and such sale may be made at
               any time or place to which the same may be so adjourned.  In case
               of any  sale of all or any  part  of the  Collateral  upon  terms
               calling for payments in the future, any Collateral so sold may be
               retained by the Pledgees  until the selling  price is paid by the
               purchaser  thereof,  but the Pledgees shall incur no liability in
               the case of the failure of such  purchaser to take up and pay for
               the  Collateral  so sold and, in the case of such  failure,  such
               Collateral  may  again be sold upon like  notice.  The  Pledgees,
               however, instead of exercising the power of sale herein conferred
               upon them,  may proceed by a suit or suits at law or in equity to
               foreclose the security  interest and sell the Collateral,  or any
               portion thereof,  under a judgment or decree of a court or courts
               of  competent  jurisdiction,  the  Pledgor  having been given due
               notice of all such action.  The Pledgees shall incur no liability
               as a result of a sale of the Collateral or any part thereof.  All
               proceeds  of  any  such  sale,  after  deducting  the  reasonable
               expenses and  reasonable  attorneys'  fees incurred in connection
               with such sale, shall be applied in reduction of the Obligations,
               and the remainder, if any, shall be paid to the Pledgor.

8.   Application of Proceeds;  Release.  The proceeds of any sale or enforcement
     of or  against  all or any part of the  Collateral,  and any other  cash or
     collateral at the time held by the Pledgees hereunder,  shall be applied by
     the Pledgees first to the payment of the reasonable  costs of any such sale
     or  enforcement,  then to reimburse the Pledgees for any damages,  costs or
     expenses incurred by the Pledgees as a result of an Event of Default,  then
     to the payment of the principal amount or stated valued (as applicable) of,
     and interest or dividends  (as  applicable)  and any other  payments due in
     respect of, the  Obligations.  The remainder,  if any, shall be paid to the
     Pledgor. As used in this Agreement,  "proceeds" shall mean cash, securities
     and other property  realized in respect of, and  distributions  in kind of,
     the Collateral,  including any thereof  received under any  reorganization,
     liquidation  or adjustment of debt of any issuer of securities  included in
     the Collateral.

9.   Representations and Warranties.

     (a)  The Pledgor hereby represents and warrants to the Pledgees that:

          (i)  the  Pledgor  has full  power and  authority  and legal  right to
               pledge the Collateral to the Pledgees  pursuant to this Agreement
               and  this  Agreement  constitutes  a  legal,  valid  and  binding
               obligation of the Pledgor,  enforceable  in  accordance  with its
               terms.

          (ii) the  execution,  delivery and  performance  of this Agreement and
               other  instruments  contemplated  herein  will  not  violate  any
               provision  of any order or  decree  of any court or  governmental
               instrumentality or of any mortgage,  indenture, contract or other
               agreement to which the Pledgor is a party or by which the Pledgor
               and the  Collateral  may be  bound,  and will not  result  in the
               creation or imposition of any lien,  charge or encumbrance on, or
               security interest in, any of the Pledgor's properties pursuant to
               the  provisions of such  mortgage,  indenture,  contract or other
               agreement.

          (iii)the  Pledgor is the sole  record and  beneficial  owner of all of
               the Shares; and

          (iv) the Pledgor owns the Collateral free and clear of all Liens.

     (b)  The Company represents and warrants to the Pledgees that:

          (i)  it has no knowledge that any of the representations or warranties
               of the  Pledgor  herein are  incorrect  or false in any  material
               respect;

          (ii) all  of  the  Shares  were   validly   issued,   fully  paid  and
               non-assessable; and

          (iii) the Pledgor is the record holder of the Shares.

10.  No Waiver; No Election of Remedies.  No failure on the part of the Pledgees
     to  exercise,  and no delay  in  exercising,  any  right,  power or  remedy
     hereunder  shall  operate  as a waiver  thereof;  nor shall  any  single or
     partial exercise by the Pledgees of any right, power or remedy preclude any
     other or further exercise thereof or the exercise of any other right, power
     or  remedy.  The  remedies  herein  provided  are  cumulative  and  are not
     exclusive of any remedies provided by law. In addition, the exercise of any
     right or remedy of the Pledgees at law or equity or under this Agreement or
     any of the  documents  shall not be deemed to be an election  of  Pledgee's
     rights or remedies under such documents or at law or equity.

11.  Termination.  This  Agreement  shall  terminate  on the date on  which  all
     Obligations have been performed, satisfied, paid or discharged in full.

12.  Further  Assurances.  The parties hereto agree that, from time to time upon
     the written request of any party hereto, they will execute and deliver such
     further  documents  and do such  other  acts and  things as such  party may
     reasonably request in order fully to effect the purposes of this Agreement.
     The Pledgees  acknowledge  that they are aware that  Pledgor  shall have no
     obligations  whatsoever to the Pledgees  beyond the Collateral  pledged for
     the Obligations set forth herein,  and no request for further assurance may
     or shall increase such Obligations.

13.  Miscellaneous.

     (a)  Modification. This Agreement contains the entire understanding between
          the parties with respect to the subject matter hereof and specifically
          incorporates  all prior oral and  written  agreements  relating to the
          subject matter  hereof.  No portion or provision of this Agreement may
          be  changed,  modified,  amended,  waived,  supplemented,  discharged,
          canceled or terminated  orally or by any course of dealing,  or in any
          manner other than by an  agreement in writing,  signed by the party to
          be charged.

     (b)  Notice.  Any and all  notices or other  communications  or  deliveries
          required or permitted to be provided hereunder shall be in writing and
          shall be deemed given and effective on the earliest of (i) the date of
          transmission,  if  such  notice  or  communication  is  delivered  via
          facsimile at the facsimile  telephone number specified in this Section
          prior to 6:30 p.m.  (New York City time) on a Business Day (as defined
          in the  Purchase  Agreement),  (ii) the Business Day after the date of
          transmission,  if  such  notice  or  communication  is  delivered  via
          facsimile  at  the  facsimile   telephone  number  specified  in  this
          Agreement  later  than 6:30 p.m.  (New York City time) on any date and
          earlier than 11:59 p.m.  (New York City time) on such date,  (iii) the
          Business  Day  following  the date of mailing,  if sent by  nationally
          recognized overnight courier services,  or (iv) upon actual receipt by
          the party to whom such notice is required to be given. The address for
          such notices and communications shall be as follows:

            If to the Company:      iDial Networks, Inc.
                                    10800 East Bethany Drive
                                    Suite 380
                                    Denver, CO  80014
                                    Facsimile No.:  (281) 292-8083
                                    Attn:  Chief Executive Officer



            With copies to:         Sichenzia Ross Friedman Ference LLP
                                    1065 Avenue of the Americas
                                    21st Floor
                                    New York, NY  10018
                                    Facsimile No.:  (212) 930-9725

            If to the Pledgor:      Mark T. Wood
                                    c/o iDial Networks, Inc.
                                    10800 East Bethany Drive
                                    Suite 380
                                    Denver, CO  80014
                                    Facsimile No.:  (281) 292-8083

            If to the Pledgees:     AJW Partners, LLC
                                    1044 Northern Blvd.
                                    Suite 302
                                    Denver, CO  80014
                                    Facsimile No.:  (281) 292-8083

                                    and

                                    AJW Offshore, Ltd.
                                    P.O. Box 32021 SNB
                                    Grand Cayman, Cayman Island, B.W.I.
                                    Facsimile No.:  (516) 739-7115
                                    Attn:  Corey S. Ribotsky

                                    and

                                    AJW Qualified Partners, LLC
                                    1044 Northern Boulevard
                                    Suite 302
                                    Roslyn, New York  11576
                                    Facsimile No.:  (516) 739-7115
                                    Attn:  Corey S. Ribotsky

            With copies to:         Ballard Spahr Andrews & Ingersoll, LLP
                                    1735 Market Street, 51st Fl.
                                    Philadelphia, PA  19103
                                    Facsimile No.:  (215) 864-8999
                                    Attn:   Gerald J. Guarcini, Esq.

     (c)  Invalidity.  If any part of this Agreement is contrary to,  prohibited
          by, or deemed  invalid  under  applicable  laws or  regulations,  such
          provision  shall be  inapplicable  and deemed omitted to the extent so
          contrary, prohibited or invalid, but the remainder hereof shall not be
          invalidated thereby and shall be given effect so far as possible.

     (d)  Benefit of Agreement.  This Agreement  shall be binding upon and inure
          to the parties hereto and their respective successors and assigns.

     (e)  Mutual Agreement. This Agreement embodies the arm's length negotiation
          and  mutual  agreement  between  the  parties  hereto and shall not be
          construed against either party as having been drafted by it.

     (f)  New York Law to  Govern.  This  Agreement  shall  be  governed  by and
          construed  and enforced in  accordance  with the internal  laws of the
          State of New York without regard to the principals of conflicts of law
          thereof.  Each  party  hereby  irrevocably  submits  to the  exclusive
          jurisdiction  of the state and Federal  courts  sitting in the city of
          New York,  borough of Manhattan,  for the  adjudication of any dispute
          hereunder  or  in   connection   herewith  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 or that 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 in
          effect for  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.











                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



     IN WITNESS WHEREOF, the parties hereto have caused this Guaranty and Pledge
Agreement to be duly executed by their respective  authorized  persons as of the
date first indicated above.

                              IDIAL NETWORKS, INC.


                              By:
                                 ---------------------------------
                                    Mark T. Wood
                                    Chief Executive Officer


                              Pledgees:

                              AJW PARTNERS, LLC
                              By:   SMS Group, LLC


                                    By:
                                       ---------------------------
                                          Corey S. Ribotsky
                                          Manager


                              AJW OFFSHORE, LTD.
                              By:  First Street Manager II, LLC


                                    By:
                                       ---------------------------
                                          Corey S. Ribotsky
                                          Manager


                              AJW QUALIFIED PARTNERS, LLC
                              By:  AJW Manager, LLC


                                    By:
                                       ---------------------------
                                          Corey S. Ribotsky
                                          Manager



                   [Signatures Continued on Following Page]




                        Pledgor:



                        Mark T. Wood


                        Number of Shares subject to this pledge:  3,000,000


                        Date such Shares were acquired:  500,000 Shares
acquired on
                                                      November 7, 2000

                                                      2,500,000 Shares
acquired on
                                                      February 28, 2002