CERTIFICATE OF DESIGNATION
                            SERIES A 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 A 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 A
Preferred Stock (the "Series A Preferred Stock"). The number of shares of Series
A Preferred Stock shall be 100,000. The shares of Series A Preferred Stock shall
be issued  as full  shares  and  shall  have a par value of $.01 per share and a
Stated Value of $106 per share.

     2. Dividends.

          (a) The holders of the Series A  Preferred  Stock shall be entitled to
receive,  out of funds legally available therefor,  cumulative  dividends at the
rate of $5.30  (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 A  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 A
Preferred Stock shall be pari passu with the holders of Series B Preferred Stock
and any  other  class or  series of stock  ranking  in  parity  to the  Series A
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 A
Preferred Stock as provided herein; and shall be junior in priority to any other
class or series of stock  ranking  senior to the  Series A  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 A
Preferred Stock as provided herein.

          (b) Such dividends shall accrue with respect to each share of Series A
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 A 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.


                                       57
<PAGE>
          (a) If,  at any time on or after  December  31,  2003,  any  shares of
Series A 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 A Preferred Stock an aggregate of $118,910 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 A Preferred Stock. For each such monthly payment, the number of
shares of Series A  Preferred  Stock  redeemed  shall  equal (i)  $118,910  less
accrued but unpaid dividends on the Series A 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 A 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 A  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. Conversion.

          (a) In the event the  Corporation  shall fail to make a payment to the
holder  when due  under  Section  3,  the  holder  has  provided  notice  to the
Corporation  of such  failure  to pay and the  Corporation  does not  make  such
payment  within five business days after receipt of such notice from the holder,
then each share of Series A Preferred Stock shall be convertible,  at the option
of the holder  thereof and subject to the  Corporation  filing a Certificate  of
Amendment to its Certificate of Incorporation  increasing its authorized  common
stock, into such number of paid and nonassessable shares of Corporation's common
stock,  par value $0.005 (the "Common  Stock") equal to Twenty-One  Thousand Two
Hundred (21,200) (the "Conversion  Rate"). Such Conversion Rate shall be subject
to adjustment as provided below.

          (b) The Conversion Rate shall be subject to adjustment as follows:

               (i) In case the  Corporation  shall (A) subdivide its outstanding
shares of Common  Stock or (B) combine its  outstanding  shares of Common  Stock
into a smaller number of shares,  the  Conversion  Rate in effect at the time of
such dividend,  subdivision, or combination shall be proportionately adjusted so
that the holder of the Series A Preferred Stock surrendered for conversion after
such time shall be entitled  to receive the number and kind of shares  which the
holder  would have owned or have been  entitled  to  receive  had such  Series A
Preferred Stock been converted  immediately  prior to such time. Such adjustment
shall be made successively whenever any event listed above shall occur.

               (ii) In the event the  Corporation  at any time,  or from time to
time after the date hereof shall make or issue, a dividend or other distribution
or  issuance  payable  in  shares  of  Common  Stock  without  consideration  or
consideration  less than the  Conversion  Rate,  then and in each such event the
Conversion Rate shall be increased as of the time of such issuance,  by dividing
the Conversion  Rate by a fraction (A) the numerator of which shall be the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such  issuance,  and (B) the  denominator  of which  shall be the  total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such

                                       2
<PAGE>
issuance  plus the number of shares of Common Stock  issuable in payment of such
dividend, distribution or issuance.

               (iii) In case of any  consolidation  of the Corporation  into, or
merger of the Corporation with or into, any other corporation, or in case of any
sale or transfer of all or  substantially  all of the assets of the Corporation,
or in case of any  reclassification of its shares of Common Stock, the holder of
each share of Series A  Preferred  Stock then  outstanding  shall have the right
thereafter to convert such share into the kind and amount of shares of stock and
other securities,  cash and other property  receivable upon such  consolidation,
merger,  sale,  transfer or reclassification by a holder of the number of shares
of Common Stock of the  Corporation  into which such share of Series A Preferred
Stock might have been converted immediately prior to such consolidation, merger,
sale, transfer or reclassification. In any such event, effective provision shall
be made in the articles or  certificate  of  incorporation  of the  resulting or
surviving  corporation or other  corporation  issuing or delivering such shares,
other  securities cash or other property or otherwise so that the provisions set
forth  herein  for the  protection  of the  conversion  rights  of the  Series A
Preferred Stock shall thereafter be applicable,  as nearly as reasonably may be,
to any such other shares of stock and other securities,  cash and other property
deliverable   upon   conversion  of  the  Series  A  Preferred  Stock  remaining
outstanding or other convertible stock or securities  received by the holders in
place  thereof;  and any  such  resulting  or  surviving  corporation  or  other
corporation issuing or delivering such shares,  other securities,  cash or other
property shall expressly assume the obligation to deliver,  upon the exercise of
the conversion privilege, such shares, securities, cash or other property as the
holders  of the  Series  A  Preferred  Stock  remaining  outstanding,  or  other
convertible stock or securities received by the holders in place thereof,  shall
be entitled to receive  pursuant to the provisions  hereof and to make provision
for the protection of the conversion  right as above  provided.  In case shares,
securities,  cash or other property other than Common Stock shall be issuable or
deliverable upon conversion as aforesaid, then all references to Common Stock in
this paragraph  shall be deemed to apply, so far as provided and as nearly as is
reasonable, to any such shares, other securities, cash or other property.

               (iv) No fractional interests in Common Stock shall be issued upon
conversion  of shares of Series A  Preferred  Stock.  Instead of any  fractional
share of Common Stock which would  otherwise be issuable upon  conversion of any
share of Series A Preferred Stock,  the Corporation  shall pay a cash adjustment
in respect of such  fractional  interest  in an amount  equal to the fair market
value of Common  Stock as  reasonably  determined  by the board of  directors or
issue an additional share of Common Stock by rounding the fractional interest to
the nearest whole share.

               (v) In the event that at any time, as a result of any  adjustment
made  pursuant  to this  Section  4(b),  the  holder  of any  share of  Series A
Preferred Stock  thereafter  surrendered for conversion shall become entitled to
receive any shares of the Corporation other than shares of its Common Stock, the
number of such other shares so receivable upon conversion of any share of Series
A Preferred  Stock shall be subject to adjustment  from time to time in a manner
and on terms as nearly  equivalent as  practicable to the provision with respect
to the Common Stock contained in subdivisions (i) and (ii),  above, with respect
to the Common Stock.

          (c) Upon any  conversion  of shares of Series A Preferred  Stock,  the
shares so converted  shall have the status of authorized and unissued  shares of
Preferred  Stock,  unclassified  as to  series,  and the  number  of  shares  of
Preferred Stock which the Corporation shall have authority to issue shall not be
decreased by the conversion of shares of Series A Preferred Stock.

                                       3
<PAGE>
          (d) The Corporation  will pay any and all issue or other similar taxes
that may be  payable in  respect  of any issue or  delivery  of shares of Common
Stock on conversion of Series A Preferred Stock pursuant hereto. The Corporation
shall not,  however,  be required to pay any tax which may be payable in respect
of any  transfer  involved in the issue or delivery of Common  Stock in the name
other  than  that in  which  the  Series A  Preferred  Stock  so  converted  was
registered,  and no such issue or  delivery  shall be made  unless and until the
person requesting such issue has paid to the Corporation the amount of such tax,
or has established,  to the  satisfaction of the Corporation,  that such tax has
been paid.  Anything  herein to the contrary  notwithstanding,  the  Corporation
shall not be  responsible  or liable for any income,  franchise or similar taxes
imposed on the holder of any share of Series A Preferred  Stock upon  conversion
thereof or otherwise.

          (e) In order to at any time or from time to time to convert any or all
of the shares of Series A Preferred Stock issued and outstanding  into shares of
Common Stock, any holder of the issued and outstanding  Series A Preferred Stock
shall give notice to the  Corporation  that such holder elects to convert any or
all of the shares of Series A Preferred  Stock issued and  outstanding  owned by
such holder.  The date of delivery of such certificates and notice by the holder
to the Corporation  shall be the conversion  date  ("Conversion  Date").  On the
Conversion  Date,  the  shares  of  Series A  Preferred  Stock  surrendered  for
conversion  shall be deemed converted into Common Stock without any other act by
the holders  thereof.  The Corporation  shall, as soon as practicable  after the
Conversion  Date, issue and deliver at such office to such holders a certificate
or  certificates  for the number of shares of Common  Stock to which such holder
shall be entitled, together with cash in lieu of any fraction of a share.

          (f) Upon any such  conversion,  no adjustment to the  Conversion  Rate
shall be made for any  accrued  and unpaid  dividends  on the Series A Preferred
Stock  surrendered  for  conversion  or  on  the  Common  Stock  delivered  upon
conversion.  In lieu of a cash dividend, the holder, at the holder's option, may
receive such number of shares of Common Stock equal to (A) the amount of accrued
but unpaid dividends on such Series A Preferred Stock surrendered for conversion
by such holder,  divided by (B) the Market  Value (as defined  herein) of Common
Stock on the Conversion  Date. The term "Market Price" shall mean,  with respect
to a share of Common Stock on any date, either: (1) if there shall not then be a
public  market for the Common  Stock,  the fair market value per share of Common
Stock as  determined  by the Board of  Directors  in good faith  exercising  its
fiduciary  duties;  or (2) if there shall then be a public market for the Common
Stock,  the average of the Daily  Market  Prices (as defined  below) for the ten
(10)  consecutive  Trading Days  immediately  prior to the Conversion  Date. The
"Daily  Market  Price" for each such  Trading  Day shall be:  (aa) the last sale
price on such day on the principal  stock exchange or market on which the Common
Stock is then listed or admitted to trading; (bb) if no sale takes place on such
day on any such exchange or market, the average of the last reported closing bid
and ask prices on such day as officially  quoted on any such exchange or market;
(cc) if the Common  Stock is not then listed or admitted to trading on any stock
exchange or market,  the average of the last reported closing bid and ask prices
on such day in the  over-the-counter  market as  furnished  by the Nasdaq  Stock
Market or the National  Quotation  Bureau,  Inc.;  or (dd) if neither the Nasdaq
Stock Market nor the National Quotation Bureau, Inc. is, at the time, engaged in
the business of reporting  bid and ask prices,  as furnished by any similar firm
then engaged in such business. "Trading Day" for this purpose means any day that
the New York Stock Exchange is open for trading.

                                       4
<PAGE>
     5. 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 A 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 A  Preferred  Stock and in other  respects  to amend,  within the
limitations   provided  by  law,  this   resolution   and  the   Certificate  of
Incorporation.

     6. Liquidation Rights.

     In the event of any voluntary or  involuntary  liquidation,  dissolution or
winding up of the Corporation, the holders of shares of Series A 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 A Preferred  Stock the full
amount  to which  they  shall be  entitled,  the  holders  of shares of Series A
Preferred  Stock and any class or series of stock  ranking on  liquidation  on a
parity with the Series A 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.

     7. Voting Rights.

          (a) Except as otherwise required by law or as provided in Section 7(b)
or 7(c) below, the holders of the Series A Preferred Stock shall not be entitled
to vote.

          (b) At any time that the  Corporation  does not have reserved and kept
available out of its  authorized but unissued  Common Stock,  such number of its
duly  authorized  shares of Common  Stock as shall be  sufficient  to effect the
conversion  of all  outstanding  Series A Preferred  Stock,  then each holder of
outstanding  shares of Series A Preferred  Stock shall be entitled to the number
of votes  equal to the  number of whole  shares of Common  Stock  into which the
shares of Series A  Preferred  Stock  held by such  holder are  convertible  (as
adjusted  from time to time  pursuant  to Section 4 hereof and  whether or not a
default has occurred  under Section 3), at each meeting of  stockholders  of the
Company (and written  actions of  stockholders in lieu of meetings) with respect
to any and all matters  presented to the  stockholders  of the Company for their
action or  consideration.  The  holders of Series A  Preferred  Stock and of any
other outstanding series of Preferred Stock shall vote together with the holders
of Common Stock as a single class. The holders of Series A Preferred Stock shall
be entitled to notice as holders of Common Stock.

          (c) The Corporation shall not (i) amend, alter or repeal any provision
of its charter,  whether by merger,  consolidation or otherwise, or amend, alter
or repeal preferences,  rights,  powers or other terms of the Series A Preferred
Stock, so as to affect adversely the Series A Preferred Stock, or (ii)

                                       5
<PAGE>
designate or issue any additional class or series of preferred stock without the
written consent or affirmative vote of the holders of at least a majority of the
then outstanding shares of Series A Preferred Stock, given in writing or by vote
at a meeting,  consenting or voting (as the case may be)  separately as a class.
For  this  purpose,  without  limiting  the  generality  of the  foregoing,  the
authorization  or issuance of any series of Preferred Stock which is on a parity
with or has  preference or priority over the Series A Preferred  Stock as to the
right to receive either  dividends or amounts  distributable  upon  liquidation,
dissolution or winding up of the Corporation shall be deemed to affect adversely
the Series A Preferred Stock.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Designation of Series A 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

                                       6