Recorded at the Request of and                                     EXHIBIT 10.34

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 $3,310,000.00

                  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-MILESTONE CENTER

PROJECT, LLC, 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 (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 AMCP Germantown

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

principal amount of $3,310,000.00 (this "LOAN"); a loan to ACCP Maryland LLC, a

Delaware limited liability company ("AGREE-COLUMBIA"), in the original principal

amount of $3,520,000.00 (the "AGREE-COLUMBIA 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-Columbia, Omaha and Oklahoma City are hereinafter referred to

collectively as the "AFFILIATED BORROWERS". The Agree-Columbia Loan, the Omaha

Loan and the Oklahoma City Loan are hereinafter referred to generically as an

"AFFILIATE LOAN" and collectively as the "AFFILIATE LOANS";



                                                            Germantown, Maryland



{PAGE}



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

the original principal sum of Three Million Three Hundred Ten Thousand and

00/100 Dollars ($3,310,000.00), 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 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, hypothecate, warrant and confirm unto

Lender forever, all of Grantor's right, title and interest in and to the

following described properties, including all rights, interests, replacements,



                                                            Germantown, Maryland



                                       2

{PAGE}



substitutions and additions thereto, therein or therefore (collectively, the

"DEED OF TRUST PROPERTY"):



         (i)      All that certain piece, parcel or tract of land or real

property of which Grantor is now seized and in actual or constructive

possession, situated in the City of Germantown, County of Montgomery, and State

of Maryland (the "STATE"), and being more particularly described on EXHIBIT A

attached hereto and by this reference made a part hereof (the "REAL PROPERTY");



         (ii)     All buildings, structures and other improvements of any kind,

nature or description now or hereafter erected, constructed, placed or located

upon the Real Property (the "IMPROVEMENTS"), including, without limitation, any

and all additions to, substitutions for or replacements of such Improvements;



         (iii)    All minerals, royalties, gas rights, water, water rights,

water stock, flowers, shrubs, lawn plants, crops, trees, timber and other

emblements now or hereafter located on, under or above all or any part of the

Real Property;



         (iv)     All and singular, the tenements, hereditaments, strips and

gores, rights-of-way, easements, privileges, profits and other appurtenances now

or hereafter belonging or in any way appertaining to the Real Property,

including, without limitation, all right, title and interest of the Grantor in

any after-acquired right, title, interest, remainder or reversion in and to the

beds of any ways, streets, avenues, roads, alleys, passages and public places,

open or proposed, in front of, running through, adjoining or adjacent to the

Real Property (the "APPURTENANCES");



         (v)      Any and all leases, licenses, contracts, rents, license fees,

royalties, issues, revenues, profits, proceeds, deposits, income and other

benefits, including accounts receivable, termination fees, of, accruing to or

derived from the Real Property, Improvements and Appurtenances, and any business

or enterprise presently situated or hereafter operated thereon and therewith and

all of Grantor's right, title and interest under any and all lease guaranties,

letters of credit, and any other credit support furnished to Grantor in

connection with any of the foregoing (the "RENTS");



         (vi)     Any and all awards, payments or settlements, including

interest thereon, and the right to receive the same, as a result of: (a) the

exercise of the right of eminent domain; (b) the alteration of the grade of any

way, street, avenue, road, alley, passage or public place; (c) any other injury,

damage, casualty or claim relating to the taking of, or decrease in the value

of, the Real Property, Improvements or Appurtenances; or (d) proceeds of

insurance awards, to the extent of all amounts which may be secured by this Deed

of Trust at the date of any such award or payment including but not limited to

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