EMPLOYMENT AGREEMENT

THIS  EMPLOYMENT  AGREEMENT  (the  "Agreement")  is made and entered  into as of
February 1, 2003 (the "Effective  Date") by and between iDial Networks,  Inc., a
Nevada corporation,  with an office located at 2204 Timberloch Place, Suite 225,
The Woodlands,  TX 77380 (the  "Company")  and Thomas G. Seifert,  an individual
with an address 22384 Quail Run Drive, Parker, Colorado 80138 ("Seifert").

WHEREAS,  the  Company  provides  enhanced   telecommunication   services  using
voice-over-internet technology; and

WHEREAS,  Seifert has had  experience in the financial  management of businesses
developing Internet applications,  and providing Internet and wireless services;
and

WHEREAS, the Company desires to retain the services of Seifert; and

WHEREAS, Seifert is willing to be employed by the Company.

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


1.  Employment.  Seifert is hereby  employed and engaged to serve the Company as
the Chief Financial  Officer of the Company,  or such  additional  titles as the
Company shall  specify from time to time,  and Seifert does hereby  accept,  and
Seifert hereby agrees to such engagement and employment. At all times during the
term of Seifert's employment, he shall remain a member of the Board of Directors
of the Company.

2. Duties.  Seifert shall be  responsible  for the  financial  management of the
Company. In addition, Seifert's duties shall be such duties and responsibilities
as the Company  shall  specify from time to time,  and shall entail those duties
customarily  performed by the Chief Financial  Officer of a company with a sales
volume and number of employees  commensurate with those of the Company.  Seifert
shall have such authority,  discretion,  power and responsibility,  and shall be
entitled  to  office,   secretarial  and  other  facilities  and  conditions  of
employment,  as are  customary or  appropriate  to his  position.  Seifert shall
diligently and faithfully execute and perform such duties and  responsibilities,
subject  to the  general  supervision  and  control  of the  Company's  board of
directors.  Seifert shall be responsible  and report only to the Company's board
of  directors.  The  Company's  board of  directors,  in its  sole and  absolute
discretion, shall determine Seifert's duties and responsibilities and may assign
or  reassign  Seifert  to such  duties and  responsibilities  as it deems in the
Company's best interest.  Seifert shall devote his full-time attention,  energy,
and skill  during  normal  business  hours to the  business  and  affairs of the
Company  and shall not,  during  the  Employment  Term,  as that term is defined
below, be actively engaged in any other business activity, except with the prior
written consent of the Company's board of directors.

Nothing in this  Agreement  shall  preclude  Seifert  from  devoting  reasonable
periods required for:

          (a)  serving  as  a  director  or  member  of  a   committee   of  any
               organization  or  corporation  involving  no conflict of interest
               with the interests of the Company;

          (b)  serving as a consultant  in his area of expertise (in areas other
               than  in  connection  with  the  business  of  the  Company),  to
               government,  industrial,  and  academic  panels where it does not
               conflict with the interests of the Company; and

          (c)  managing  his  personal  investments  or  engaging  in any  other
               non-competing  business;  provided  that such  activities  do not
               materially  interfere with the regular  performance of his duties
               and  responsibilities  under this  Agreement as determined by the
               Company.
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3. Best Efforts of Seifert.  During his  employment  hereunder,  Seifert  shall,
subject to the direction and  supervision  of the Company's  board of directors,
devote his full business  time,  best efforts,  business  judgment,  skill,  and
knowledge to the advancement of the Company's  interests and to the discharge of
his  duties  and  responsibilities  hereunder.  Notwithstanding  the  foregoing,
nothing  herein shall be  construed as  preventing  Seifert from  investing  his
assets in any business.

4. Employment Term. Unless terminated  pursuant to Section 12 of this Agreement,
the term of this  Agreement  shall  commence  as of the  Effective  Date of this
Agreement and shall continue for a term of thirty-six  (36) months (the "Initial
Term"),  and shall be  automatically  renewed for  successive one (1) year terms
(the "Renewal  Term") unless a party hereto  delivers to the other party written
notice of such party's intention not to renew at least thirty (30) days prior to
the end of the Initial Term or the applicable  Renewal Term, as the case may be.
(the terms "Initial Term" and "Renewal  Term" will  collectively  hereinafter be
referred to as the "Employment Term").

5. Compensation of Seifert.

          (a)  Base  Compensation.  As compensation for the services provided by
               Seifert  under this  Agreement,  the Company shall pay Seifert an
               annual salary of One Hundred Eighty Thousand  Dollars  ($180,000)
               during the first year of the Employment  Term, One Hundred Ninety
               Thousand  Dollars  ($190,000)  during  the  second  year  of  the
               Employment  Term  and Two  Hundred  Thousand  Dollars  ($200,000)
               during  the  third  year  of  the  Employment   Term.  Upon  each
               subsequent  one (1)  year  renewal  of  Seifert's  employment  in
               accordance  with Section 4, the Company shall increase  Seifert's
               annual salary by ten percent (10%).  The  compensation of Seifert
               under this Section shall be paid in accordance with the Company's
               usual payroll procedures.

          (b)  Bonus. In addition to the above base compensation,  Seifert shall
               be eligible to receive an annual bonus determined by the Board of
               Directors based on the performance of the Company.

          (c)  Stock  and Stock  Options.  Seifert  shall  also be  eligible  to
               receive shares of the Company's  authorized  stock and options to
               purchase  shares of the Company's  authorized  stock from time to
               time as determined by the Board of Directors.

6.  Benefits.  Seifert  shall also be  entitled  to  participate  in any and all
Company  benefit  plans,  from time to time,  in  effect  for  employees  of the
Company. Such participation shall be subject to the terms of the applicable plan
documents and generally applicable Company policies.

7.  Vacation,  Sick Leave and  Holidays.  Seifert  shall be entitled to four (4)
weeks  of paid  vacation,  with  such  vacation  to be  scheduled  and  taken in
accordance with the Company's standard vacation policies.  In addition,  Seifert
shall be entitled to such sick leave and holidays at full pay in accordance with
the Company's policies established and in effect from time to time.

8. Business  Expenses.  The Company  shall  promptly  reimburse  Seifert for all
reasonable  out-of-pocket  business  expenses  incurred in performing  Seifert's
duties and responsibilities hereunder in accordance with the Company's policies,
provided Seifert promptly furnishes to the Company adequate records of each such
business expense.

9. Location of Seifert's  Activities.  Seifert's  principal place of business in
the performance of his duties and obligations under this Agreement shall be at a
place to be determined by the Board of Directors.  Notwithstanding the preceding
sentence, Seifert will engage in such travel and spend such time in other places
as may be necessary or appropriate in furtherance of his duties hereunder.

10.  Confidentiality.  Seifert  recognizes  that the  Company  has and will have
business affairs,  products,  future plans,  trade secrets,  customer lists, and
other  vital  information  (collectively  "Confidential  Information")  that are
valuable assets of the Company.  Seifert agrees that he shall not at any time or
in any manner, either directly or indirectly,  divulge, disclose, or communicate
in any manner any Confidential  Information to any third party without the prior
written  consent of the Company's  board of directors.  Seifert will protect the
Confidential

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Information and treat it as strictly confidential.

11.  Non-Competition.  Seifert  acknowledges  that he has gained,  and will gain
extensive  knowledge in the  business  conducted by the Company and has had, and
will have,  extensive  contacts  with  customers  of the  Company.  Accordingly,
Seifert  agrees  that he shall  not  compete  directly  or  indirectly  with the
Company,  either  during the  Employment  Term or during the one (1) year period
immediately  after the termination of Seifert's  employment under Section 12 and
shall not,  during such period,  make public  statements  in  derogation  of the
Company.  For the purposes of this Section 11, competing  directly or indirectly
with the Company  shall mean  engaging,  directly or  indirectly,  as  principle
owner, officer, partner,  consultant,  advisor, or otherwise, either alone or in
association  with others,  in the operation of any entity  engaged in a business
similar to that of the Company's.

12.  Termination.  Notwithstanding  any other provisions hereof to the contrary,
Seifert's   employment   hereunder   shall   terminate   under   the   following
circumstances:

          (a)  Voluntary Termination by Seifert. Seifert shall have the right to
               voluntarily terminate this Agreement and his employment hereunder
               at any time during the Employment Term.

          (b)  Voluntary  Termination by the Company. The Company shall have the
               right to  voluntarily  terminate  this  Agreement  and  Seifert's
               employment  hereunder  at any time  after  the  Employment  Term.
               Termination  of  Seifert's  employment  pursuant to this  Section
               12(b) shall not be effective  unless the Company shall have first
               given Seifert a written  notice thereof at least thirty (30) days
               prior to the annual  anniversary  of Seifert's  employment  under
               this Agreement.

          (c)  Termination  for  Cause.  The  Company  shall  have the  right to
               terminate  this Agreement and Seifert's  employment  hereunder at
               any time for cause. As used in this Agreement, "cause" shall mean
               refusal by Seifert to implement  or adhere to lawful  policies or
               directives  of the Company's  board of directors,  breach of this
               Agreement,  Seifert's  conviction of a felony, other conduct of a
               criminal  nature that may have a material  adverse  impact on the
               Company's  reputation,  breach of fiduciary  duty or the criminal
               misappropriation  by Seifert of funds  from or  resources  of the
               Company.  Cause  shall not be deemed to exist  unless the Company
               shall  have  first  given  Seifert  a  written   notice   thereof
               specifying  in  reasonable  detail  the facts  and  circumstances
               alleged to  constitute  "cause"  and thirty  (30) days after such
               notice such conduct has, or such circumstances  have, as the case
               may be, not entirely ceased and not been entirely remedied.

          (d)  Termination  Upon Death or for  Disability.  This  Agreement  and
               Seifert's  employment  hereunder,  shall automatically  terminate
               upon  Seifert's  death or upon  written  notice  to  Seifert  and
               certification of Seifert's disability by a qualified physician or
               a panel of  qualified  physicians  if  Seifert  becomes  disabled
               beyond a period of twelve  (12)  months  and is unable to perform
               the duties contain in this Agreement.

          (e)  Effect of  Termination.  In the event  that  this  Agreement  and
               Seifert's   employment  is  voluntarily   terminated  by  Seifert
               pursuant  to  Section   12(a),   or  in  the  event  the  Company
               voluntarily  terminates this Agreement  pursuant to Section 12(b)
               or for cause  pursuant to Section 12(c),  all  obligations of the
               Company  and all  duties,  responsibilities  and  obligations  of
               Seifert under this Agreement shall cease.  Upon such termination,
               the Company shall (i) pay Seifert a cash lump sum within 48 hours
               equal  to (x)  all  accrued  base  salary  through  the  date  of
               termination  plus all accrued  vacation pay and bonuses,  if any,
               plus  (y) as  severance  compensation,  an  amount  equal  to the
               greater of (A) twelve  (12) months of  Seifert's  base salary (at
               the highest  rate in effect  during the  Employment  Term of this
               Agreement),  or (B) Seifert's  then base salary for the remaining
               Employment Term of this Agreement;  (ii) the Company shall obtain
               the  release of any assets  that have been  pledged by Seifert as
               collateral  (the "Seifert  Collateral")  on the Company's  behalf
               within 5 business  days and if the  Company is not able to obtain
               such  release  then the Company  shall  replace  such assets (the
               "Replacement Assets");  provided,  however, in the event that the
               Seifert  Collateral is returned to Seifert,  then the Replacement
               Assets shall be returned to the Company;  (iii)  provide,  at the
               Company's expense,  coverage to Seifert under the life,  accident
               and  disability   insurance  policies  available  to  the  senior
               management  executives  of the  Company  and to  Seifert  and his
               dependents  under the health,  dental and vision  insurance plans
               available

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<PAGE>
               to  the  Company's   senior   management   executives  and  their
               dependents  or,  in  the  event  any  of  such  life,   accident,
               disability,  health, dental or vision insurance are not continued
               or Seifert is not  eligible for  coverage  thereunder  due to his
               termination of employment, the Company shall pay for the premiums
               for  equivalent  coverage,  in any event,  for a period of twelve
               (12)  months  after  the date of  termination;  (iv)  provide  an
               office,  secretarial support and access to equipment and supplies
               for a period of six (6) months after the date of termination; and
               (v) provide  Seifert  reasonable  outplacement  services.  In the
               event this  Agreement is terminated  upon the death or disability
               of Seifert  pursuant to Section 12(d),  Seifert shall be entitled
               to all compensation  pursuant to Section 5 for the period between
               the effective  termination date to the end of the Employment Term
               pursuant  to  Section  4.  Payment  will be made  to  Seifert  or
               Seifert's   appointed   trustee.   In  the  event  of  a  merger,
               consolidation,  sale, or change of control,  the Company's rights
               hereunder  shall  be  assigned  to  the  surviving  or  resulting
               company,  which  company  shall then honor  this  Agreement  with
               Seifert.

13.  Resignation  as Officer.  In the event that Seifert's  employment  with the
Company is terminated for any reason  whatsoever,  Seifert agrees to immediately
resign as an Officer  and/or  Director of the Company and any related  entities.
For the purposes of this Section 13, the term the  "Company"  shall be deemed to
include subsidiaries, parents, and affiliates of the Company.

14. Governing Law,  Jurisdiction and Venue.  This Agreement shall be governed by
and construed in accordance  with the laws of the State of Texas without  giving
effect to any applicable conflicts of law provisions.

15. Business  Opportunities.  During the Employment Term Seifert agrees to bring
to the  attention  of the  Company's  board of  directors  all written  business
proposals  that come to  Seifert's  attention  and all  business  or  investment
opportunities of whatever nature that are created or devised by Seifert and that
relate to areas in which the Company  conducts  business and might reasonably be
expected to be of interest to the Company or any of its subsidiaries.

16.  Employee's  Representations  and Warranties.  Seifert hereby represents and
warrants that he is not under any  contractual  obligation to any other company,
entity or individual  that would prohibit or impede Seifert from  performing his
duties and  responsibilities  under this  Agreement and that he is free to enter
into and perform  the duties and  responsibilities  required by this  Agreement.
Seifert  hereby  agrees to  indemnify  and hold the  Company  and its  officers,
directors,  employees,  shareholders  and agents harmless in connection with the
representations and warranties made by Seifert in this Section 16.


17.  Indemnification.

          (a)  The  Company  agrees  that  if  Seifert  is made a  party,  or is
               threatened to be made a party, to any action, suit or proceeding,
               whether  civil,  criminal,  administrative  or  investigative  (a
               "Proceeding"),  by  reason  of  the  fact  that  he is  or  was a
               director, officer or employee of the Company or is or was serving
               at the  request of the Company as a  director,  officer,  member,
               employee  or agent of  another  corporation,  partnership,  joint
               venture,  trust  or  other  enterprise,  including  service  with
               respect to employee  benefit  plans,  whether or not the basis of
               such  Proceeding  is  Seifert's  alleged  action  in an  official
               capacity while serving as a director,  officer,  member, employee
               or agent,  Seifert shall be indemnified  and held harmless by the
               Company to the fullest  extent  permitted  or  authorized  by the
               Company's  certificate of incorporation or bylaws or, if greater,
               by the laws of the State of  Texas,  against  all cost,  expense,
               liability and loss  (including,  without  limitation,  attorney's
               fees,  judgments,  fines,  ERISA excise  taxes or  penalties  and
               amounts paid or to be paid in settlement)  reasonably incurred or
               suffered   by  Seifert   in   connection   therewith,   and  such
               indemnification  shall  continue  as to  Seifert  even  if he has
               ceased to be a director, member, employee or agent of the Company
               or other  entity  and shall  inure to the  benefit  of  Seifert's
               heirs, executors and administrators. The Company shall advance to
               Seifert to the extent  permitted by law all reasonable  costs and
               expenses  incurred by him in connection with a Proceeding  within
               20 days after receipt by the Company of a written  request,  with
               appropriate  documentation,  for such advance. Such request shall
               include  an  undertaking  by  Seifert to repay the amount of such
               advance  if it  shall  ultimately  be  determined  that he is not
               entitled to be indemnified against such costs and expenses.

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<PAGE>
          (b)  Neither  the  failure  of the  Company  (including  its  board of
               directors,  independent  legal counsel or  stockholders)  to have
               made a determination  prior to the commencement of any proceeding
               concerning   payment   of  amounts   claimed   by  Seifert   that
               indemnification  of  Seifert  is  proper  because  he has met the
               applicable  standard  of  conduct,  nor a  determination  by  the
               Company  (including  its board of  directors,  independent  legal
               counsel or stockholders) that Seifert has not met such applicable
               standard of conduct,  shall create a presumption that Seifert has
               not met the applicable standard of conduct.

          (c)  The Company  agrees to continue  and  maintain a  directors'  and
               officers'  liability  insurance  policy  covering  Seifert to the
               extent the Company provides such coverage for its other executive
               officers.

          (d)  Promptly  after  receipt by Seifert of notice of any claim or the
               commencement  of any action or  proceeding  with respect to which
               Seifert is entitled to indemnity hereunder,  Seifert shall notify
               the Company in writing of such claim or the  commencement of such
               action  or  proceeding,  and the  Company  shall (i)  assume  the
               defense  of  such  action  or  proceeding,  (ii)  employ  counsel
               reasonably  satisfactory to Seifert, and (iii) pay the reasonable
               fees and expenses of such counsel.  Notwithstanding the preceding
               sentence,  Seifert shall be entitled to employ  counsel  separate
               from  counsel  for the  Company  and from any other party in such
               action  if  Seifert  reasonably  determines  that a  conflict  of
               interest exists which makes  representation  by counsel chosen by
               the Company not advisable. In such event, the reasonable fees and
               disbursements  of such separate counsel for Seifert shall be paid
               by the Company to the extent permitted by law.

          (e)  After the  termination  of this Agreement and upon the request of
               Seifert,   the  Company  agrees  to  reimburse  Seifert  for  all
               reasonable travel, legal and other out-of-pocket expenses related
               to  assisting  the Company to prepare  for or defend  against any
               action,  suit,  proceeding  or claim  brought or threatened to be
               brought  against the Company or to prepare for or  institute  any
               action, suit,  proceeding or claim to be brought or threatened to
               be brought against a third party arising out of or based upon the
               transactions  contemplated  herein  and  in  providing  evidence,
               producing  documents  or  otherwise  participating  in  any  such
               action,  suit,  proceeding  or  claim.  In the event  Seifert  is
               required  to appear  after  termination  of this  Agreement  at a
               judicial  or  regulatory  hearing in  connection  with  Seifert's
               employment hereunder,  or Seifert's role in connection therewith,
               the Company  agrees to pay  Seifert a sum, to be mutually  agreed
               upon by  Seifert  and the  Company,  per diem for each day of his
               appearance and each day of preparation therefor.

18.  Notices.  All  demands,  notices,  and  other  communications  to be  given
hereunder,  if any, shall be in writing and shall be sufficient for all purposes
if personally delivered,  sent by facsimile or sent by United States mail to the
address  below or such other  address or addresses  as such party may  hereafter
designate in writing to the other party as herein provided.

Company:                                                Seifert:
iDial Networks, Inc.                                    Thomas Seifert
2204 Timberloch Place, Suite 225                        22384 Quail Run Drive
The Woodlands, TX 77380                                 Parker, Co 80138

19.  Entire  Agreement.  This  Agreement  contains  the entire  agreement of the
parties and there are no other  promises or conditions  in any other  agreement,
whether oral or written.  This  Agreement  supersedes  any prior written or oral
agreements  between the parties.  This Agreement may be modified or amended,  if
the amendment is made in writing and is signed by both parties.  This  Agreement
is for  the  unique  personal  services  of  Seifert  and is not  assignable  or
delegable,  in whole or in part, by Seifert.  This  Agreement may be assigned or
delegated,  in whole or in part,  by the  Company  and,  in such case,  shall be
assumed by and become  binding upon the person,  firm,  company,  corporation or
business  organization  or entity  to which  this  Agreement  is  assigned.  The
headings contained in this Agreement are for reference only and shall not in any
way affect the meaning or interpretation of this Agreement.  If any provision of
this Agreement shall be held to be invalid or unenforceable for any reason,  the
remaining provisions shall continue to be valid and enforceable.  The failure of
either party to enforce any provision of this  Agreement  shall not be construed
as a waiver or  limitation  of that party's  right to  subsequently  enforce and
compel strict compliance with every provision of this Agreement.  This Agreement

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may be  executed in two or more  counterparts,  each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument
and, in pleading or proving any  provision  of this  Agreement,  it shall not be
necessary to produce more than one of such counterparts.

                  [Remainder of page intentionally left blank.]

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IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first above written.


IDIAL NETWORKS, INC.:                                     THOMAS G. SEIFERT:


By:        ______________                                 __________________

Name:      Mark T. Wood                                   Thomas G. Seifert

Title:     Chief Executive Officer and Chairman

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