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                                                                    Exhibit 10.8

                                 PROMISSORY NOTE

$252,500                                                       December 19, 2001

         FOR VALUE RECEIVED, David M. Lerten ("Borrower"), hereby promises to
pay to the order of USA BROADBAND, INC. (the "Company"), a Delaware corporation
at its offices at 921 Transport Way, Suite 4, Petaluma, California 94954, or at
such other place as may be designated in writing by the holder, from time to
time in immediately available lawful money of the United States of America, the
principal sum of TWO HUNDRED FIFTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($252,500)
(which principal sum may be increased from time to time as provided below),
together with interest on the outstanding principal amount of this Note (as
modified and supplemented and in effect from time to time, the "Note") at the
rate of six percent (6.0%) per annum. Interest for each year shall be computed
on the basis of a year of 360 days for the actual number of days elapsed. This
Note evidences a loan made between the Borrower and Company.

         This Note is being executed and delivered by Borrower to the Company in
connection with Borrower's purchase of 166,667 shares of the Company's Series A
Convertible Preferred Stock ($0.001 par value) (the "Preferred Stock"). The
amount of principal represents the purchase price owed for the Preferred Stock;
provided that the principal sum of this Note shall be reduced on January 2, 2002
to ONE HUNDRED TWENTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($127,500) (the
"Principal Reduction Event"). The Note shall mature on December 31, 2002 (the
"Maturity Date"), provided, however, that if on or prior to the Maturity Date,
Borrower has paid to Company an amount equal to fifty percent (50%) of the
principal sum of this Note together with interest accrued thereon, Borrower may
extend the Maturity Date to December 31, 2003 by providing written notice to the
Company of his desire to extend the maturity Date.

         Interest on the Note shall be payable quarterly within 60 days of the
last day of March, June, September and December of each year, solely from the
proceeds of any dividends or distributions payable to Borrower by the Company in
respect of the Preferred Stock whether such dividends or distributions are paid
in cash or in kind. If these dividends or distributions are not sufficient to
pay the interest when due and payable, then the unpaid interest shall be added
to the principal balance of this Note. If these dividends or distributions
exceed the interest then due and payable, the excess amount will be applied to
reduce the principal balance of this Note. If a dividend or distribution becomes
payable to Borrower by the Company or Borrower sells the Preferred Stock and
interest is not then due and payable, the Company shall be entitled to apply the
proceeds of any dividend, distribution or sale to pay first, accrued interest,
and second, the principal balance of this Note.

         Principal on this Note may be prepaid in whole or in part at any time
without premium or penalty, together with accrued interest on the principal
amount being prepaid.

         Borrower and every endorser now or hereafter appearing on this Note
waives presentment, demand for payment, protest, notice of protest and notice of
nonpayment of this Note.

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         This Note shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the Company and
Borrower.

         This Note may be changed or amended only by an instrument in writing
agreed upon by both parties, signed by the party against whom enforcement of the
change or amendment is sought.

         If any of the events specified below shall occur (herein individually
referred to as an "Event of Default"), the Company may, at its option, in
addition to any other rights the Company may have in equity or at law as to all
or any part of the principal and interest then due and owing, declare this Note
mature, and all sums owing hereon and under any instrument or agreement executed
in connection with this Note shall be due and payable immediately without
presentment, protest, demand, notice of intention to accelerate, notice of
acceleration, notice of non-payment, notice of protest, or other notice of any
kind, all of which are hereby expressly waived by Borrower. Each of the
following shall be an Event of Default:

         a. The failure of Borrower to pay all amounts when due and owing on
            this Note (whether at stated maturity, by acceleration or
            otherwise);

         b. The breach or default by Borrower of the terms and conditions of the
            Separation Agreement by and between Borrower and the Company
            dated December 19, 2001;

         c. A receiver, custodian, liquidator or trustee of Borrower or any of
            his property is appointed by the order or decree of any court or
            agency or supervisory authority having jurisdiction; or Borrower
            is adjudicated bankrupt or insolvent; or a petition is filed
            against Borrower under any state or federal bankruptcy,
            reorganization, arrangement, insolvency, readjustment of debt,
            dissolution, liquidation or debt receivership law of any
            jurisdiction, whether now or hereafter in effect;

         d. Borrower files a petition in voluntary bankruptcy or seeks relief
            under any provision of any bankruptcy, reorganization,
            arrangement, insolvency, readjustment or debt, dissolution or
            liquidation law of any jurisdiction, whether now or hereafter in
            effect, or consents to the filing of any petition against him
            under any such law;

         e. Borrower makes an assignment for the benefit of his creditors, or
            admits in writing his inability to pay his debts generally as
            they become due, or consents to the appointment of a receiver,
            trustee, or liquidator;

         f. The institution by Borrower of proceedings to be adjudicated as
            bankrupt or insolvent, or the consent by Borrower to the
            institution of bankruptcy or insolvency proceedings against
            Borrower or the filing by Borrower of a petition or answer or
            consent seeking release under any statute, law or regulation, or
            the consent by Borrower to the filing of any such petition or the
            appointment of a receiver, assignee, trustee or other similar
            official of Borrower, or of any substantial part of Borrower's

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            property, or the making by Borrower of an assignment for the
            benefit of creditors, or the taking of action by Borrower in
            furtherance of any such action; or

         g. If, within thirty (30) days after the commencement of an action
            against Borrower (and service of process in connection therewith
            on Borrower seeking any bankruptcy, insolvency, reorganization,
            liquidation, dissolution or similar relief under any present or
            future statute, law or regulation) and such action shall not have
            been resolved in favor of Borrower, or if, within sixty (60) days
            after the appointment without the consent or acquiescence of
            Borrower of any trustee or receiver of Borrower, such appointment
            shall not have been vacated.

         If any Event of Default shall occur and be continuing, the Company may
proceed to protect and enforce its rights under this Note by exercising such
remedies as are available to the Company in respect thereof under applicable
law, either by suit in equity or by action at law, or both, whether for specific
performance of any covenant or other agreement contained in this Note or in aid
of the exercise of any power granted in this Note. No remedy conferred in this
Note is intended to be exclusive of any other remedy, and each and every such
remedy shall be cumulative and shall be in addition to every other remedy
conferred herein or now or hereafter existing at law or in equity or by statute
or otherwise. No delay or omission of the Company to exercise any right or
remedy with respect to this Note will impair, or constitute a waiver of, any
such right or remedy.

         As security for the payment of this Note, Borrower has pledged the
Preferred Stock and all proceeds therefrom pursuant to the Stock Pledge and
Security Agreement between the Borrower and the Company executed and dated
herewith.

         THIS NOTE IS PAYABLE ON THE MATURITY DATE, HOWEVER BROUGHT ABOUT.
THE COMPANY IS UNDER NO OBLIGATION TO REFINANCE THE LOAN EVIDENCED HEREBY AT THE
MATURITY DATE.

         In case of suit, or if this obligation is placed in an attorney's hands
for collection, or to protect the security for its payment, Borrower shall pay
the costs of collection and litigation, including reasonable attorneys' fees.

         Borrower and all sureties, endorsers, guarantors and other parties
hereafter assuming or otherwise becoming liable for the payment of any sum of
money payable under this Note (a) jointly and severally waive grace, presentment
and demand for payment, protest and notice of protest, and non-payment, and all
other notice, including notice of intent to accelerate the Maturity Date and
notice of acceleration of the Maturity Date, filing of suit and diligence in
collecting this Note or enforcing any of the security herefor, (b) severally
agree to any substitution, exchange or release of any such security or the
release of any party primarily or secondarily liable hereon, (c) severally agree
that the Company shall not be required first to institute suit or exhaust its
remedies hereon against Borrower or others liable or to become liable hereon or
to enforce its rights against any security hereof in order to enforce payment of
this Note by it, and (d) consent to any extension or

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postponement of time of payment of this Note and in any other indulgence with
respect hereto without notice thereof.

         The invalidity or unenforceability in particular circumstances of any
provision of this Note shall not extend beyond such provision or such
circumstances and no other provision of this Note shall be affected thereby.

         Any check, draft, money order or other instrument given in payment of
all or any portion of this Note may be accepted by the Company and handled in
collection in the customary manner, but the same shall not constitute payment
hereunder or diminish any rights of the Company except to the extent that actual
cash proceeds of such instrument are unconditionally received by the Company and
applied to the indebtedness as herein provided.

         THIS NOTE HAS BEEN EXECUTED AND DELIVERED IN, AND SHALL BE GOVERNED BY
AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF ILLINOIS EXCEPT TO THE
EXTENT PRE-EMPTED BY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

         This note may not be changed or terminated without the prior written
approval of the Company and Borrower. No waiver of any term or provision hereof
shall be valid unless in writing signed by the Company.

         All notices and other communications in respect of this Note
(including, without limitation, any modifications of, or requests, waivers or
consents under, this Note) shall be given or made in writing (including, without
limitation, by telecopy) to the Borrower or the Company, as the case may be, at
the applicable address for notices specified in the Stock Pledge and Security
Agreement, or at such other address as shall be designated by either party in a
notice to the other party. Except as otherwise provided in this Note, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.

         IN WITNESS WHEREOF, the undersigned has executed this Note on the day
and year first written above.


                                    BORROWER



                                    --------------------------------------------
                                    David M. Lerten

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