EXHIBIT 10.33

Recorded at the Request of and

When Recorded Return to:



Pepe & Hazard LLP                                                NOT SUBJECT TO

225 Asylum Street - 22nd Floor                                   RECORDATION TAX

Hartford, CT  06103-4302

Attention:  Adam F. Zweifler, Esq.



                MAXIMUM PRINCIPAL AMOUNT SECURED IS $3,520,000.00

                  GRANTOR NOT PRIMARILY LIABLE FOR DEBT SECURED



                 INDEMNITY DEED OF TRUST AND SECURITY AGREEMENT



         This INDEMNITY DEED OF TRUST AND SECURITY AGREEMENT (the "DEED OF

TRUST") is dated as of the 31st day of October, 2003, by AGREE - COLUMBIA

CROSSING PROJECT, L.L.C., a Delaware limited liability company ("GRANTOR"),

having its principal office at 31850 Northwestern Highway, Farmington Hills,

Michigan 48334 to and in favor of JON M. LARIA AND ANNE HEESTERS SCHROTH, having

an address c/o Ballard Spahr Andrews & Ingersoll, LLP, 300 East Lombard Street,

18th Floor, Baltimore, Maryland 21202 (collectively, the "TRUSTEE"), as trustee

for NATIONWIDE LIFE INSURANCE COMPANY, an Ohio corporation, its successors and

assigns ("LENDER"), having its principal office at One Nationwide Plaza,

Columbus, Ohio 43215-2220, Attention: Real Estate Investment Department, 34T, or

at such other place as Lender may from time to time designate.



                              W I T N E S S E T H:



         WHEREAS, Lender has made four loans of even date herewith in the

aggregate total original principal amount of Fifteen Million Dollars

($15,000,000.00) (the "AGGREGATE LOAN"). The Aggregate Loan is comprised of the

following loans of even date herewith: a loan from Lender to ACCP Maryland LLC,

a Delaware limited liability company (the "BORROWER"), in the original principal

amount of $3,520,000.00 (this "LOAN"); a loan to AMCP Germantown LLC, a Delaware

limited liability company ("AGREE-MILESTONE"), in the original principal amount

of $3,310,000.00 (the "AGREE-MILESTONE LOAN"); a loan to Omaha Store No. 166

L.L.C., a Delaware limited liability company ("OMAHA") in the original principal

amount of $3,910,000.00 (the "OMAHA LOAN"); and a loan to Oklahoma City Store

No. 151 L.L.C., a Delaware limited liability company ("OKLAHOMA CITY"), in the

original principal amount of $4,260,000.00 (the "OKLAHOMA CITY LOAN").

Agree-Milestone, Omaha and Oklahoma City are hereinafter referred to

collectively as the "AFFILIATED BORROWERS". The



                                                              Columbia, Maryland



{PAGE}



Agree-Milestone Loan, the Omaha Loan and the Oklahoma City Loan are hereinafter

referred to generically as an "AFFILIATE LOAN" and collectively as the

"AFFILIATE LOANS";



         WHEREAS, the Borrower is justly indebted to Lender under the Loan in

the original principal sum of Three Million Five Hundred Twenty Thousand and

00/100 Dollars ($3,520,000.00), with interest thereon, which Loan is evidenced

and represented by that certain Note of even date herewith (which Note, as the

same may be extended, renewed, replaced, amended, restated or otherwise

modified, are hereinafter referred to as the "NOTE"), both principal and

interest being payable as therein provided, with the first payment on the Note

becoming due and payable on the date of disbursement; and



         WHEREAS, Grantor has guaranteed to Lender the payment and performance

of Borrower's obligations under the Note pursuant to a Guaranty Agreement of

even date herewith by Grantor (which Guaranty Agreement, as the same may be

extended, renewed, replaced, amended, restated or otherwise modified, is

hereinafter referred to as the "GRANTOR'S GUARANTY"). The terms, covenants and

conditions of the Grantor's Guaranty are hereby specifically incorporated in

this Deed of Trust by reference; and



         WHEREAS, Lender, as a condition precedent to the extension of credit

and the making of the Loan, evidenced by the Note and guaranteed by the

Grantor's Guaranty, has required that Grantor provide Lender with security for

the repayment of the Loan as well as for the performance, observance and

discharge by Grantor of various terms, covenants, conditions and agreements made

by Grantor to, with, in favor of and for the benefit of Lender with respect to

the Loan and such security;



         WHEREAS, (i) the Grantor's obligations under the Grantor's Guaranty

represent a contingent liability that does not mature until there has been an

uncured default by Borrower under the Loan Documents, (ii) Grantor and Borrower

are separate and distinct entities, and (iii) Grantor is not primarily liable

for the obligations of Borrower under the Loan Documents.



         NOW THEREFORE, in consideration of and in order to secure the repayment

of the amounts due under the Grantor's Guaranty, together with interest thereon,

as well as the payment of all other sums of money secured hereby, as hereinafter

provided; to secure the observance, performance and discharge by Grantor of all

terms, covenants, conditions and agreements set forth in the Grantor's Guaranty,

this Deed of Trust, and in all other documents and instruments executed and

delivered by Grantor to and in favor of Lender for the purpose of further

securing the repayment of the Grantor's Guaranty; in order to charge the

properties, interests and rights hereinafter described with such payment,

observance, performance and discharge; and in consideration of the sum of one

dollar paid by Lender to Grantor, and other good and valuable considerations,

the receipt and sufficiency of which are hereby acknowledged by Grantor, Grantor

does hereby grant, bargain, sell, convey, assign, transfer, pledge, deliver,

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