This Secured Promissory Note ("Note") has been executed and delivered by James A. Kitchen (the "Maker") to
Z-Tel Technologies, Inc. (the "Payee") pursuant to a certain Loan and Guaranty Agreement between them of
even date herewith. Under that Agreement, Z-Tel agreed to guarantee a certain loan from Thomas Weisel
Partners ("Weisel") to the Maker (the "Loan") and to deposit funds in an account with Weisel (the "Account")
equal or greater than the balance of the Loan. To the extent any funds in the Account are foreclosed upon by
Weisel to reduce or pay the Loan, such amount or amounts will be deemed advances on this Note by Payee to
SECURED PROMISSORY NOTE
Date: January 11, 2001
FOR VALUE RECEIVED, the undersigned, James A. Kitchen hereby promises to pay to the order of Z-Tel
Technologies, Inc., or the Payee's successors or assigns, (the Payee, the Payee's successors and assigns and any
holder of this Note are collectively referred to in this Note as the "Holder"), at 601 S. Harbour Island Boulevard,
Suite 220, Tampa, Florida 33602, or such place as the Holder of this Note may designate in writing, the principal
sum of all advances made by the Payee to the Maker, together with interest on the unpaid balance in accordance
with the following provisions:
A. Interest will accrue on the unpaid principal balance at an annual rate equal to the Prime Rate plus two percent.
The Prime Rate will be the Prime Rate published from time to time by the Wall Street Journal.
B. Principal and accrued interest will be payable ON DEMAND.
C. All payments will be applied first to accrued interest due and payable and then to principal. Interest will accrue
at a rate of 1/365th of the annual rate of interest for each day that principal is outstanding. The Maker may
prepay any portion of this Note any time without penalty or premium. All advances will be additions to principal
and will constitute a single indebteness. No individual advance will be considered a separate loan. Rather such