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                                                                    Exhibit 10.7


                       STOCK PLEDGE AND SECURITY AGREEMENT

         THIS STOCK PLEDGE AND SECURITY AGREEMENT ("Agreement") is made and
entered into as of the 19th day of December, 2001, by DAVID M. LERTEN
("Pledgor") to USA BROADBAND, INC. (the "Company").

                                    RECITALS

         WHEREAS, Pledgor has executed and delivered to the Company a written
promissory note (the "Note") of even date herewith as consideration for a loan
(the Note is attached hereto as EXHIBIT A) the proceeds of which were used to
purchase 166,667 shares of the Company's Series A Convertible Preferred Stock
($0.001 par value) (the "Purchased Shares"); and

         WHEREAS, to induce the Company to make the loan evidenced by the Note,
Pledgor has agreed to pledge and deposit all Purchased Shares to Company to
secure Pledgor's obligation under the Note.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties agree as follows:

1.       PLEDGE. As security for the prompt and complete payment and performance
         when due of Pledgor's obligations with respect to the Note, Pledgor
         does hereby grant to Company a continuing security interest of first
         priority in the Purchased Shares and hereby deposits with the Company
         share certificates representing the number of Purchased Shares
         purchased by the Pledgor with the proceeds of the loan referred to in
         the preamble hereof, duly endorsed in blank for transfer or
         accompanied by undated stock powers duly endorsed in blank (and
         accompanied by any transfer tax stamps required in connection with the
         pledge of the Purchased Shares with signatures appropriately
         guaranteed to the extent required). Pledgor also hereby assigns,
         transfers, hypothecates and sets over to the Company all of the
         Pledgor's right, title and interest in and to the Purchased Shares
         including, without limitation, all income and profits on the Purchased
         Shares and all dividends and other payments and distributions with
         respect thereto (the "Collateral"); provided, however, that unless an
         Event of Default as defined in the Note has occurred, all voting
         rights with respect to the Purchased Shares will continue to reside
         with Pledgor. The security interest shall continue until all of the
         obligations due to the Company under the Note are timely paid in full.
         Notwithstanding the above, on the occurrence of the Principal
         Reduction Event, as defined in the Note, the number of Purchased
         Shares pledged hereunder shall be reduced from 166,667 to 85,000. From
         and after that date, Purchased Shares shall mean 85,000 shares of
         Series A Convertible Preferred Stock. On the occurrence of the
         Principal Reduction Event, the Company will deliver a certificate or
         certificates representing the Purchased Shares released from the
         pledge, and these shares shall no longer be subject to the lien
         created by this Agreement.

2.       SECURITY FOR OBLIGATIONS. The pledge herein granted shall be as
         security for payment of all obligations of Pledgor now or hereafter
         existing under the Note, whether for principal, interest, fees or
         otherwise and all amounts presently or hereafter becoming due to the
         Company or its successors and assigns (all such amounts being
         collectively referred to herein as the "Obligations").

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3.       DIVIDENDS. During the term of this Agreement, the Company shall hold
         and apply all cash dividends or distributions payable in respect of
         the Purchased Shares first to pay any interest due on the Note, and
         second to pay any principal due on the Note.

4.       VOTING RIGHTS. During the term of this Agreement, and so long as
         Pledgor is not in default in the performance of any of the terms of
         this Agreement or the Note, Pledgor shall be entitled to exercise all
         voting and other consensual rights pertaining to the Purchased Shares
         or any part thereof for any purpose not inconsistent with the terms of
         this Agreement, provided that Pledgor shall not exercise any such
         right if, in the Company's judgment, such action would nullify or in
         any way adversely change the Company's rights under the Purchased
         Shares. To this end, the Company shall execute and deliver to the
         Pledgor all proxies and other instruments as the Pledgor may
         reasonably request. Upon the occurrence and during the continuance of
         a default under this Agreement all rights of the Pledgor to exercise
         the voting and other consensual rights which the Pledgor would
         otherwise be entitled to exercise pursuant to this SECTION 4 shall
         cease and all such rights shall thereupon become vested in the
         Company, who shall thereupon be appointed the attorney-in-fact of
         Pledgor for the purpose of carrying out the provisions of this
         Agreement and taking any action and executing any instruments that the
         Company may deem necessary or advisable to accomplish the purposes
         hereof, including the exercise of voting and other consensual rights,
         which appointment as attorney-in-fact is irrevocable and coupled with
         an interest.

5.       SALE OF PURCHASED SHARES. So long as no default exists under this
         Agreement or under the Note, Pledgor may sell or transfer for cash all
         or any part of the Purchased Shares; provided that the sale or
         transfer is not otherwise prohibited or restricted and provided
         further that Pledgor may not sell or transfer all or any part of the
         Purchased Shares unless the per share net proceeds from such sale or
         transfer will be equal to or greater than the outstanding balance of
         the Note divided by the number of Purchased Shares securing the Note.
         If Pledgor desires to effect a sale or transfer in accordance with
         this Section, the Company will deliver certificates for the Purchased
         Shares to be sold or transferred free of the lien created by this
         Agreement to Pledgor at Pledgor's direction upon receipt by the
         Company of a duly executed and delivered assignment of the net
         proceeds signed by the Pledgor and the Company shall apply such net
         proceeds as provided in the Note.

6.       SUBSEQUENTLY ACQUIRED SECURITIES. In the event the Purchased Shares
         should, as a result of a stock split or conversion of the Purchased
         Shares or any other change or exchange of securities, or by reason of
         any share dividend, recapitalization, merger, consolidation,
         reorganization or otherwise be increased or decreased or changed into
         or exchanged for a different number or kind of shares of stock or other
         securities of the Company or any other entity, this pledge shall
         automatically extend to such other or additional securities, and
         Pledgor shall immediately deliver to the Company any certificate
         representing such securities, together with a stock power appropriately
         executed, but not dated.

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7.       REPRESENTATIONS,  WARRANTIES AND COVENANTS. The Pledgor hereby
         represents, warrants and covenants to and with the Company that:

         a.  OWNERSHIP. Except for the security interest granted hereunder
             (the "Security Interest") and transfers or assignments made in
             accordance with this Agreement, the Pledgor (i) is and will at
             all times continue to be the direct owner, beneficially and of
             record, of the Collateral, (ii) holds the same free and clear
             of all liens, adverse claims, levies, charges or other
             encumbrances of any kind (collectively, "Liens"), and (iii)
             will make no assignment, pledge, hypothecation or transfer of
             or create any security interest in or lien upon the Collateral.

         b.  PERFECTION AND PRIORITY. Pledgor shall take such actions as shall
             be requested by the Company to cause the Security Interest to
             constitute a first priority perfected pledge and security
             interest in and to all of the Collateral. With respect to any
             shares, securities, or property constituting Collateral in the
             possession of or later received by Pledgor, Pledgor shall either
             (i) transfer and deliver to the Company such shares or securities
             (together with the certificates for any such shares and
             securities duly endorsed in blank or accompanied by undated stock
             powers duly executed in blank), or (ii) take such other action as
             the Company shall deem necessary or appropriate to duly record
             the Security Interest therein created hereby. Without limiting
             the foregoing, Pledgor shall give, execute, deliver, file and
             record any financing statement, notice, instrument, document
             agreement or other papers that may be necessary to create,
             preserve, perfect or validate the Security Interest or to enable
             the Company to exercise and enforce its rights hereunder,
             including, without limitation, causing any or all of the
             Collateral to be transferred of record into the name of the
             Company or its nominee.

         c.  FURTHER ASSURANCES. Pledgor agrees that, from time to time upon the
             written request of the Company, he will execute and deliver such
             further documents and do such other acts and things as the Company
             may reasonably request in order to fully effect the purposes of
             this Agreement.

8.       DEFAULT. If Pledgor shall default on the obligations on the Note and
         fail to cure such default within ten (10) days' notice of the default
         from the Company, then Pledgor shall be deemed to be in default under
         this Agreement. In the event of such default, the Company may, at its
         sole discretion, complete the stock power delivered herewith and
         transfer the Purchased Shares on its books to the Company pursuant to
         the stock power. This remedy shall be in addition to, and not
         substitution for, all other remedies otherwise available to the Company
         in the event of a default by Pledgor under the Obligations.

9.       RELEASE OF COLLATERAL. Upon timely satisfaction of the Obligations, the
         Company shall release its security interest from the Purchased Shares
         and the certificates representing the Purchased Shares, together with
         any stock powers, shall be delivered to Pledgor.

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10.      NOTICES. All notices, demands, requests and other communications
         hereunder shall be in writing and shall be delivered to the following
         addresses or such other address as either party may designate in
         writing:

         If to the Company:         USA Broadband, Inc.
                                    921 Transport Way
                                    Suite 4
                                    Petaluma, California  94954
                                    Facsimile: 707-769-1622

         If to Pledgor:             David M. Lerten
                                    3006 Woodside Street
                                    Unit 7019
                                    Dallas, Texas  75204
                                    Facsimile: 214-765-0339

11.      GOVERNING LAW. This Agreement shall be construed under the laws of the
         State of Illinois.

12.      BINDING EFFECT. This Agreement is binding upon and inures to the
         benefit of the heirs, executors, administrators and permitted assigns
         of the parties hereto. During the term of this Agreement and so long
         as there is no default hereunder, the Company shall hold the Purchased
         Shares only as security as provided herein and shall not sell, assign,
         transfer or otherwise dispose of or in any way encumber the Purchased
         Shares or any interest therein; provided, however, that the Company
         may transfer the Purchased Shares by devise or operation of law to or
         for the use and benefit of Pledgor's spouse, lineal descendants,
         ancestors or other blood relatives so long as said transferees agree
         to be bound by all of the terms and conditions of this Agreement.

13.      WAIVER. No failure on the part of the Company to exercise and no delay
         in exercising, and no course of dealing with respect to, any right,
         power or privilege under this Agreement shall operate as a waiver
         thereof, nor shall any single or partial exercise of any right, power
         or privilege under this Agreement preclude any other or further
         exercise thereof or the exercise of any other right, power or
         privilege. The remedies provided herein are cumulative and not
         exclusive of any remedies provided by law.

14.      AMENDMENT, MODIFICATION OR WAIVER. No provision of this Agreement may
         be amended, modified or waived except by an instrument in writing
         signed by Pledgor and the Company.

15.      COUNTERPARTS. This Agreement may be executed in any number of
         counterparts, each of which shall be identical and all of which, taken
         together, shall constitute one and the same instrument, and each of
         the parties hereto may execute this Agreement by signing any such
         counterpart.

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         IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the day and year first above written.



                                       PLEDGOR:



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


                                       USA BROADBAND, INC.


                                       By:
                                          -------------------------------------
                                          Edward Mooney

                                       Its:
                                            -----------------------------------

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                       EXHIBIT A: [ATTACH PROMISSORY NOTE]




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                                   STOCK POWER


         FOR VALUE RECEIVED, I, David M. Lerten, do hereby sell, assign and
transfer unto USA Broadband, Inc., a Delaware corporation, 166,667 shares of
Series A Convertible Preferred Stock (reduced to 116,667 upon the Principal
Reduction Event, as defined in the Promissory Note of even date hereof) of USA
Broadband, Inc. (the "Company"), standing in my name on the books of the
Company, and do hereby irrevocably constitute and hereby direct the Company to
transfer the shares on its books and records.

         Dated as of the _____ day of ________________, 20___.






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