DALLAS, Sep 13, 2000 (BUSINESS WIRE) --  iDial Networks, Inc., (OTCBB:IDNW) a
rapidly growing Application Service Provider (ASP) of communication
technologies, today announced that it has signed a letter of intent to acquire
FDN Inc./ClearPoint Communications, Inc. (OTCBB:FDNI) in an equity exchange
agreement valued at closing at $12.8 million as of Sept. 11, 2000.
 
Pursuant to the acquisition agreement, iDial Networks, Inc. will exchange with
the common stock shareholders of FDN, Inc./ClearPoint Communications, Inc. newly
issued common stock share in iDial Networks, Inc. on an exchange basis of five
FDNI shares to one IDNW share. There are approximately 46,000,000 shares
outstanding in FDNI resulting in approximately 9,200,000 newly issued shares of
iDial Networks, Inc. as a result of the acquisition.
 
FDN, Inc. and ClearPoint Communications, Inc. (www.clearpointcomm.com) is an
emerging provider of voice over Internet protocol (VoIP), long distance
telephony products, services and pre-paid cards. ClearPoint's revenue last month
was approximately $1,000,000, increasing its growth by 300% since the subsidiary
was formed.
 
The iDial Networks wholly owned subsidiary Whoofnet.com (www.whoofnet.com) is
completing design and development of ClearPoint's free coast-to-coast dialup ISP
and free e-mail service (4 ClearPoint.com, 4 ClearPoint.net and 4
ClearPoint.org), and will also operate and manage ClearPoints pre-paid cards
customer service operation. The acquisition of FDN, Inc. will allow Whoofnet.com
to channel its own proprietary products through ClearPoint's distribution
channel that consists of 35,000 outlets.
 
The acquisition is subject to certain conditions, including successful
restructuring FDNI debt, approval by FDNI stockholders and completion of
satisfactory due diligence. There are no assurances that the conditions
precedent will be satisfied or that the acquisition will be consummated.
 
In a related transaction iDial Networks Inc. has retained AIM Securities, Inc.
of Dallas, an affiliate of National Capital Companies, Inc. ("NATC"), to assist
the company in raising an additional $5 million in equity funds to expand the
combined networks of iDial and ClearPoint to fulfill the anticipated growth in
network traffic as a result of the acquisition.
 
Mark Wood, Chairman of iDial Networks, supported the acquisition by stating:
"This latest acquisition has followed a successful working relationship between
Whoofnet.com and FDN, Inc. and will certainly add value to our target market
segments."
 
Carl Battie, Founder and Chairman of Whoofnet.com added: "Incorporating
ClearPoint's extremely aggressive sales force into our own strong sales and
marketing team will result in greater distribution, a diversified and expanded
product mix and an improved balance sheet for the company."
 
Colin Cave, Chief Financial Officer of ClearPoint Communications said: "This
relationship will prove to be critical to the future growth of our Company as it
will allow us to outsource key operational activities to a recognized industry
leader." Scott Matthews, Vice President of Sales added: "ClearPoint will further
benefit from the addition of Whoofnet's products and services to ClearPoint's
distribution of approximately 35,000 outlets."
 
 
     About FDN, Inc./ClearPoint Communications, Inc.
 
FDN, Inc., (www.clearpointcomm.com), provides VoIP, long distance, Internet, and
data services to resellers and small and medium-size businesses through a
fiber-optic network. An interstate and international common carrier with
headquarters in Orlando, FDNI holds an FCC 214 license, and has been issued CIC
code 10-10-813, with regulatory approval to operate in all fifty states.
 
 
     About Whoofnet.com, Inc.
 
Whoofnet, a wholly owned subsidiary of iDial Networks, Inc. (OTCBB:IDNW), is a
next generation, e-commerce Internet Company that utilizes multimedia to drive
sales of consumer products and services by marrying the in-house consumer
marketing power of television with the global reach of Web-based e-commerce. The
company markets its products through global channels of distribution, including
direct response television programming, retail outlets and international
independent representatives and affinity marketing groups. The company combines
television's proven ability to drive product sales with the global informational
and access capabilities of the Internet.
 
 
     About iDial Networks, Inc.
 
IDial Networks, Inc., (www.idialnetworks.com), is an application service
provider in leading communication technologies, provides a wide range of Voice
over Internet Protocol services, Internet-activated applications and products
that bring affordable telecommunications services to users around the globe. The
company is building a next generation VoIP and TDM network based on carrier
class technologies from Cisco Systems and Microsoft.
 
 
     Safe Harbor for Forward-Looking Statements:
 
Except for historical information contained herein, the statements in this news
release are forward-looking statements that are made pursuant to the Safe Harbor
provisions of the Private Securities Reform act of 1995. Forward-looking
statements involve known and unknown risks and uncertainties, which may cause
the Company's actual results in the future periods to differ materially from
forecasted results. These risks and uncertainties include, among other things,
product price, volatility, product demand, market competition, risk inherent in
the Company's domestic and international operations, imprecision in estimating
product reserves and the Company's ability to replace and expand its holdings.
 
 
 CONTACT:          Global Financial Resources, Inc.
                   Gary Smolen, 603/536-5544
                   gsmolen99@yahoo.com
                   or
                   iDial Networks, Inc.
                   Investor Relations
                   Julie Crosby, 954/578-5333 ext. 102
                   julie@whoofmail.com