LOAN AND GUARANTY AGREEMENT
THIS AGREEMENT, dated this 11th day of January 2001 is by and between Z-Tel Technologies, Inc. ("Z-
Tel"), a Delaware corporation having its principal place of business at 601 South Harbour Island Boulevard,
Suite 220, Tampa, Florida 33602, and James A. Kitchen (the "Employee").
Z-Tel is a publicly held company the common stock of which is traded on NASDAQ. The Employee is
employed by Z-Tel Communications, Inc., a wholly-owned subsidiary corporation of Z-Tel and Z-Tel's principal
operating company. The Employee is indebted to Thomas Weisel Partners ("Weisel") in the principal amount of
approximately $900,000 pursuant to a margin loan contract in connection with account 781-14340 (the "Loan").
Substantially all the collateral for the Loan consists of shares of Z-Tel Technologies, Inc. common stock. The
value of such collateral has become insufficient to support the Loan. Without additional collateral Weisel will be
required to foreclose upon and liquidate such shares to repay the Loan. Z-Tel believes it is in its best interests and
the best interests of its shareholders to prevent the liquidation of such shares because (i) the Employee provides
valuable services to Z-Tel and Z-Tel deems ownership of such stock by the Employee to be an important
incentive and motivational factor and (ii) sale of such shares might tend to depress the market price for shares of
Z-Tel's common stock and thus be detrimental to Z-Tel's future capital raising needs.
NOW THEREFORE, in reliance upon the forgoing background statement, Z-Tel and the Employee agree to the
following terms and conditions.
TERMS AND CONDITIONS
1. Guaranty. Promptly after the execution of this Agreement, Z-Tel will deposit funds in an account with Weisel in
an amount equal or exceeding the principal amount of the Loan (the "Account"). Moreover, contemporaneously
therewith Z-Tel will enter into a guaranty with Bear Stearns & Co. (Weisel's clearing house) in substantially the