CERTIFICATE OF DESIGNATION
                            SERIES B PREFERRED STOCK

     Mark T. Wood  certifies  that he is the President and Thomas Seifert is the
Secretary of iDial Networks, Inc., a Nevada corporation (hereinafter referred to
as the  "Corporation")  and that pursuant to the  Corporation's  Certificate  of
Incorporation, as amended, and Section 78.1955 of the Nevada General Corporation
Law, the Board of Directors of the Corporation adopted the following resolutions
effective on August 22, 2003,  and that none of the shares of Series B Preferred
Stock referred to in this Certificate of Designation have been issued.

     1. Designation; Number of Shares; Stated Value.

     The  designation  of said  series  of  Preferred  Stock  shall be  Series B
Preferred Stock (the "Series B Preferred Stock"). The number of shares of Series
B Preferred Stock shall be 100,000. The shares of Series B Preferred Stock shall
be issued  as full  shares  and  shall  have a par value of $.01 per share and a
Stated Value of $50 per share.

     2. Dividends.

          (a) The holders of the Series B  Preferred  Stock shall be entitled to
receive,  out of funds legally available therefor,  cumulative  dividends at the
rate of $2.50  (subject  to  appropriate  adjustments  in the event of any stock
dividend, stock split,  combination or other similar recapitalization  affecting
such  shares) per share per annum,  payable in  preference  and  priority to any
payment  of any cash  dividend  on Common  Stock or any other  shares of capital
stock of the  Corporation  junior in priority  to the Series B  Preferred  Stock
(such Common Stock and other  inferior stock being  collectively  referred to as
"Junior  Stock"),  when  and  as  declared  by the  Board  of  Directors  of the
Corporation,  provided,  however, that such dividends to holders of the Series B
Preferred Stock shall be pari passu with the holders of Series A Preferred Stock
and any  other  class or  series of stock  ranking  in  parity  to the  Series B
Preferred Stock ("Parity  Preferred  Stock") in respect of dividends that may be
authorized  from time to time,  subject to  approval  of the holders of Series B
Preferred Stock as provided herein; and shall be junior in priority to any other
class or series of stock  ranking  senior to the  Series B  Preferred  Stock and
Parity  Preferred  Stock  ("Senior  Stock") in respect of dividends  that may be
authorized  from time to time,  subject to  approval  of the holders of Series B
Preferred Stock as provided herein.

          (b) Such dividends shall accrue with respect to each share of Series B
Preferred  Stock from the date on which such share is issued and outstanding and
thereafter  shall be deemed to accrue  from day to day  whether or not earned or
declared and whether or not there exists profits, surplus or other funds legally
available for the payment of dividends,  and shall be cumulative so that if such
dividends on the Series B Preferred  Stock shall not have been paid, or declared
and set apart for payment,  the  deficiency  shall be fully paid or declared and
set apart for payment before any dividend shall be paid or declared or set apart
for any Junior Stock and before any purchase or  acquisition of any Junior Stock
is made by the Corporation.

     3. Redemption.

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          (a) If,  at any time on or after  December  31,  2003,  any  shares of
Series B Preferred Stock shall be then  outstanding,  the Corporation shall pay,
on the last  business day of each month,  commencing  December 31, 2003,  to the
holders of Series B Preferred  Stock an aggregate of $56,090 pro rated among the
holders,  which  payment shall be for accrued but unpaid  dividends  and, to the
extent of any excess  over such  accrued  but unpaid  dividends,  redemption  of
shares of Series B Preferred Stock. For each such monthly payment, the number of
shares of Series B Preferred Stock redeemed shall equal (i) $56,090 less accrued
but unpaid  dividends on the Series B Preferred Stock divided by (ii) the Stated
Value.

          (b) In addition to the  mandatory  redemption  set forth in subsection
(a) above,  at the  option of the holder at any time and from time to time,  the
Corporation  shall redeem additional shares of Series B Preferred Stock from the
Corporation's Free Cash Balance.  The Corporation's Free Cash Balance shall mean
the Corporation's  unencumbered  cash and cash equivalents,  after provision for
capital   requirements   and  unfunded   obligations,   as   determined  by  the
Corporation's  Board of  Directors  in its  reasonable  business  judgment.  The
maximum  number of shares  which the holder may request to be redeemed  shall be
such  number  of  shares of  Series B  Preferred  Stock as equals  the Free Cash
Balance,  less  110% of the  aggregate  Stated  Value of the  number  of  shares
requested to be redeemed.

     4. Number of Shares.

     The Board of Directors reserves the right, by subsequent  amendment of this
resolution,  from time to time to decrease the number of shares which constitute
the Series B Preferred  Stock (but not below the number of shares  thereof  then
outstanding)  and,  subject  to  anything  to  the  contrary  set  forth  in the
Certificate of Incorporation applicable to the Preferred Stock, to subdivide the
number of shares, the stated value per share and the liquidation value per share
of the  Series B  Preferred  Stock and in other  respects  to amend,  within the
limitations   provided  by  law,  this   resolution   and  the   Certificate  of
Incorporation.

     5. Liquidation Rights.

     In the event of any voluntary or  involuntary  liquidation,  dissolution or
winding up of the Corporation, the holders of shares of Series B Preferred Stock
then  outstanding  shall  be  entitled  to be  paid  out  of the  assets  of the
Corporation  available for  distribution to its  stockholders on parity with the
holders of the Parity Preferred Stock,  after and subject to the payment in full
of all amounts required to be distributed to the holders of any Senior Preferred
Stock,  but before any payment  shall be made to the holders of Junior  Stock by
reason of their ownership thereof,  an amount equal to the Stated Value plus any
accrued  but  unpaid  dividends  (whether  or not  declared).  If upon  any such
liquidation,  dissolution or winding up of the Corporation the remaining  assets
of the  Corporation  available for  distribution  to its  stockholders  shall be
insufficient  to pay the holders of shares of Series B Preferred  Stock the full
amount  to which  they  shall be  entitled,  the  holders  of shares of Series B
Preferred  Stock and any class or series of stock  ranking on  liquidation  on a
parity with the Series B Preferred Stock shall share ratably in any distribution
of the  remaining  assets  and funds of the  Corporation  in  proportion  to the
respective  amounts  which would  otherwise  be payable in respect of the shares
held by them upon such distribution if all amounts payable on or with respect to
such shares were paid in full.

     6. Voting Rights.  Except as otherwise  required by law, the holders of the
Series B Preferred Stock shall not be entitled to vote.

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     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Designation of Series B Preferred Stock to be duly executed by its President and
attested  to by its  Secretary  this 22nd day of August,  2003,  who, by signing
their names hereto,  acknowledge that this Certificate of Designation is the act
of the  Corporation  and state to the best of their  knowledge,  information and
belief,  under the  penalties of perjury,  that the above  matters and facts are
true in all material respects.

                                                     IDIAL NETWORKS, INC.


                                                     ___________________________
                                                     Mark T. Wood,
                                                     President


                                                     ___________________________
                                                     Thomas Seifert,
                                                     Secretary


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