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                                                                    EXHIBIT 10.2


                                  CLASS A NOTE

                            USRP FUNDING 2001-A, L.P.
                         TRIPLE NET LEASE MORTGAGE NOTES


Note Interest Rate: Adjustable                      Note Principal Balance of
                                                    the Class A Notes as of the
                                                    Closing Date:
$175,000,000.00

Date of Indenture:  As of January 9, 2001           Initial Note Principal
                                                    Balance of this Class A Note
                                                    as of the Closing Date:
                                                    $175,000,000.00

Closing Date: January 9, 2001                       Initial Aggregate Note
                                                    Principal Balance as of the
                                                    Closing Date:
                                                    $175,000,000.00

First Payment Date:  January 22, 2001               Stated Maturity: July 9,
                                                    2001, unless extended in
                                                    accordance with Section 2.03
                                                    of the Indenture

Issuer:  USRP Funding 2001-A, L.P.                  Registered Holder: Bank of
                                                    America Mortgage Capital
                                                    Corporation


Indenture Trustee:
Wells Fargo Bank Minnesota, N.A.


Note No. 1


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THIS NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. THE
ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF
1940, AS AMENDED (THE "1940 ACT"). ANY SALE, OFFER, PLEDGE, TRANSFER OR OTHER
DISPOSITION OF THIS NOTE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY TO A NON-U.S. PERSON PURSUANT TO REGULATION S
UNDER THE SECURITIES ACT OR A PERSON WHO THE SELLER REASONABLY BELIEVES IS (I) A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN
A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION OR (II)
AN INSTITUTIONAL ACCREDITED INVESTOR AS SPECIFIED IN RULE 501(A)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 2.05 OF THE INDENTURE REFERRED TO HEREIN.

NO TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS NOTE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 2.05 OF THE INDENTURE REFERRED TO HEREIN.

NEITHER THIS NOTE NOR THE COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON.

PAYMENTS IN REDUCTION OF THE NOTE PRINCIPAL BALANCE OF THIS NOTE MAY BE MADE AS
SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING NOTE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                     This certifies that the Registered Holder is the registered
owner of this Note which is one of a series of notes (collectively, the "Notes")
issued by the Issuer referred to above pursuant to the Indenture, dated as of
January 9, 2001 (the "Indenture"), between the Issuer and the Indenture Trustee
referred to above, on behalf of the holders of the Notes (the "Noteholders"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned in the Indenture. This Note is issued under and is
subject to the terms, provisions and conditions of the Indenture, to which
Indenture the Holder of this Note by virtue of the acceptance hereof assents and
by which such Holder is bound.

                     The Issuer, for value received, hereby promises to pay to
the Registered Holder hereof, or registered assigns, the principal sum of
$175,000,000 no later than July 9, 2001, unless such date is extended to no
later than December 31, 2001 in accordance with Section 2.03 of the Indenture.

                     Pursuant to the terms of the Indenture, payments will be
made on the Notes, pro rata among all of the Notes based on their respective
Note Principal Balance, on the 20th day of each month or, if any such day is not
a business day, then on the next succeeding business day (each, a " Payment
Date"), commencing on the first Payment Date specified above, to the Person in
whose name this Note is registered at the close of business on the related
Record Date. All payments made under the Indenture on this Note will be made by
the Indenture Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Noteholder shall


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have provided the Indenture Trustee with wiring instructions prior to the
related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent payments), or otherwise by check mailed to
the address of such Noteholder as it appears in the Note Register.
Notwithstanding the foregoing, the final payment on this Note will be made in
like manner, but only upon presentation and surrender of this Note at the
offices of the Indenture Trustee or such other location specified in the notice
to the Holder hereof of such final payment. Notwithstanding anything herein to
the contrary, no payments will be made with respect to a Note that has
previously been surrendered as contemplated by the preceding sentence or, with
limited exception, that should have been surrendered as contemplated by the
preceding sentence.

                     Any payment to the Holder of this Note in reduction of the
Note Principal Balance hereof is binding on such Holder and all future Holders
of this Note and any Note issued upon the transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such payment is made upon this
Note.

                     The Notes are issuable in fully registered form only
without coupons in minimum denominations specified in the Indenture. As provided
in the Indenture and subject to certain limitations therein set forth, this Note
is exchangeable for new Notes in authorized denominations evidencing the same
aggregate Note Principal Balance, as requested by the Holder surrendering the
same.

                     No transfer, sale, pledge or other disposition of this Note
or interest therein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Note is to be made without registration under the Securities
Act (other than in connection with the initial issuance thereof or a transfer
thereof by the Issuer), then the Note Registrar shall refuse to register such
transfer unless it receives (and upon receipt, may conclusively rely upon) (i) a
certificate from the Noteholder desiring to effect such transfer substantially
in the form attached as Exhibit C-1A of the Indenture or such other
certification reasonably acceptable to the Indenture Trustee; or (ii) a
certificate from such Noteholder substantially in the form attached as Exhibit
C-1B of the Indenture or such other certification reasonably acceptable to the
Indenture Trustee and a certificate from such Noteholder's prospective
transferee substantially in the form attached hereto as Exhibit C-2A or C-2B of
the Indenture or such other certification reasonably acceptable to the Indenture
Trustee; or (iii) an opinion of counsel satisfactory to the Indenture Trustee to
the effect that such transfer may be made without registration under the
Securities Act (which opinion of counsel will not be an expense of the Issuer,
the Indenture Trustee or the Note Registrar in their respective capacities as
such), together with the written certifications as to the facts surrounding such
transfer from the Noteholder desiring to effect such transfer or such
Noteholder's prospective transferee on which such opinion of counsel is based.

                     Any purchaser of this Note will be deemed to have
represented that either (a) it is not an ERISA Plan, an IRA or a Keogh Plan and
is not purchasing this Note by or on behalf of or with "plan assets" of an ERISA
Plan, an IRA or a Keogh Plan or (b) the purchase of this Note by or on behalf of
or with "plan assets" of an ERISA Plan, an IRA or a Keogh Plan is permissible
under applicable law, will not result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code.

                     As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Note Register upon surrender of this Note for registration of transfer at the
offices of the Note Registrar, duly endorsed by, or accompanied by a written
instrument of transfer in the form satisfactory to the Note Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes in authorized denominations evidencing the same
aggregate Note Principal Balance will be issued to the designated transferee or
transferees.

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                     No service charge will be imposed for any registration of
transfer or exchange of this Note, but the Indenture Trustee or the Note
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of this Note.

                     The Issuer, the Indenture Trustee, the Note Registrar and
any agent thereof may treat the Person in whose name this Note is registered as
the issuer hereof for all purposes, and none of the Issuer, the Indenture
Trustee, the Note Registrar or any such agent shall be affected by notice to the
contrary.

                     The Indenture will be discharged (except with respect to
certain continuing rights specified in the Indenture) (a)(1) upon the delivery
to the Indenture Trustee for cancellation of all of the Notes other than Notes
which have been mutilated, lost or stolen and have been replaced or paid and
Notes for which money has been deposited in trust for the full payment thereof
(and thereafter repaid to the Issuer and discharged from such trust) as provided
in the Indenture or (2) at such time as all Notes not previously cancelled by
the Indenture Trustee have become, or, on the next Payment Date, will become,
due and payable or called for redemption and the Issuer shall have deposited
with the Indenture Trustee an amount sufficient to repay all of the Notes and
(b) the Issuer shall have paid all other amounts payable under the Indenture.

                     Unless the certificate of authentication hereon has been
executed by the Note Registrar, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid for any purpose.

                     This Note shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.

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                     IN WITNESS WHEREOF, the Issuer has caused this instrument
to be duly executed.

Dated:  January 9, 2001

                                           USRP FUNDING 2001-A, L.P.
                                           By:   USRP (SFGP), LLC

                                           By: /s/ FRED H. MARGOLIN
                                              ----------------------------------
                                           Name:   Fred H. Margolin
                                           Title:  Manager


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                          CERTIFICATE OF AUTHENTICATION

                     This is one of the Class A Notes referred to in the
within-mentioned Indenture.

Dated:  January 9, 2001

                                          WELLS FARGO BANK MINNESOTA, N.A.
                                          as Indenture Trustee



                                          By:
                                             -----------------------------------
                                                      Authorized Officer

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                                   ASSIGNMENT

                     FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto

--------------------------------------------------------------

--------------------------------------------------------------

--------------------------------------------------------------

(please print or typewrite name and address including postal zip code of
assignee)

the within Note and hereby authorize(s) the registration of transfer of such
Note to assignee on the Note Register.

                     I (we) further direct the Note Registrar to issue a new
Note of a like Note Principal Balance to the above named assignee and deliver
such Note to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dated:


                              Signature by or on behalf of Assignor


                              Signature Guaranteed


                              PAYMENT INSTRUCTIONS


                     The Assignee should include the following for purposes of
payment:

                     Payments shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to
________________________________________________________________________________
______________________________________________________________for the account of
________________________________________________________________________.

                     Payments made by check (such check to be made payable to
____________________) and all applicable statements and notices should be mailed
to ____________________________________________________________.

                     This information is provided by _________________________,
the Assignee named above, or ____________________________________, as its agent.