Recorded at the Request of and                                     EXHIBIT 10.35

When Recorded Return to:



Pepe & Hazard LLP

225 Asylum Street - 22nd Floor

Hartford, CT  06103-4302

Attention:  Adam F. Zweifler, Esq.



                         MORTGAGE AND SECURITY AGREEMENT



         This MORTGAGE AND SECURITY AGREEMENT (the "MORTGAGE") is dated as of

the 31st day of October, 2003, by OKLAHOMA CITY STORE NO. 151 L.L.C., a Delaware

limited liability company ("BORROWER"), having its principal office at 31850

Northwestern Highway, Farmington Hills, Michigan 48334 to and in favor of

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 Borrower in the

original principal amount of $4,260,000.00 (this "LOAN"); a loan to ACMP

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 ACCP Maryland LLC, a Delaware limited liability company ("AGREE-COLUMBIA") in

the original principal amount of $3,520,000.00 (the "AGREE-COLUMBIA LOAN"); and

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")

Agree-Milestone, Agree-Columbia and Omaha are hereinafter referred to

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

Agree-Columbia Loan and the Omaha Loan are hereinafter referred to generically

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



                                                         Oklahoma City, Oklahoma



{PAGE}



         WHEREAS, Borrower is justly indebted to Lender in the original

principal sum of Four Million Two Hundred Sixty Thousand and 00/100 Dollars

($4,260,000.00) with interest thereon, which Loan is evidenced and represented

by that certain Note of even date herewith (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 the term "Note" shall

include all other notes given in substitution, modification, increase, renewal

or extension of the original Note described herein, in whole or in part;



         WHEREAS Borrower has guaranteed the payment and performance of the

obligations of the Affiliated Borrowers with respect to the Affiliate Loans

pursuant to the terms of that certain Cross-Default Guaranty Agreement of even

date herewith from Borrower, as guarantor, to Lender (the "BORROWER

CROSS-DEFAULT GUARANTY"); and



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

and the making of the Loan has required that Borrower provide Lender with

security for the repayment of the Loan as well as for the performance,

observance and discharge by Borrower of various terms, covenants, conditions and

agreements made by Borrower to, with, in favor of and for the benefit of Lender

with respect to the Loan and such security;



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

of the Loan evidenced and represented by the Note, together with interest on the

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

hereinafter provided; to secure the observance, performance and discharge by

Borrower of all terms, covenants, conditions and agreements set forth in the

Note, this Mortgage and in the other Loan Documents (hereafter defined); 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 Borrower, and other good and valuable

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

Borrower, Borrower does hereby grant, bargain, sell, convey, assign, transfer,

pledge, deliver, hypothecate, warrant and confirm unto Lender forever, all of

Borrower's right, title and interest in and to the following described

properties, including all rights, interests, replacements, substitutions and

additions thereto, therein or therefore (collectively, the "MORTGAGED

PROPERTY"):



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

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

possession, situated in the City of Omaha, County of Douglas, and State of

Nebraska (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;



                                                         Oklahoma City, Oklahoma



                                       2

{PAGE}



         (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 Borrower 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 Borrower's right, title and interest under any and all lease guaranties,

letters of credit, and any other credit support furnished to Borrower 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

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

Reasonable Attorneys' Fees (as hereinafter defined), costs and disbursements

incurred by Lender in connection with the collection of such award or payment;



         (vii)    All fixtures, materials, equipment, machinery, apparatus,

appliances, and other property whatsoever now or hereafter attached to,

installed in, or used in connection with the buildings and other improvements

now erected or hereafter to be erected on said land, including, but not limited

to, furnaces, steam boilers, hot-water boilers, oil burners, pipes, radiators,

air-conditioning and sprinkler systems, gas and electric fixtures, carpets,

rugs, shades, awnings, screens, elevators, motors, dynamos, cabinets and all

other furnishings, tools, equipment and machinery, appliances, building

supplies, materials, and all fixtures, accessions and appurtenances thereto, and

all renewals or replacements of or substitutions for any of the foregoing, all

of which property and things are hereby declared to be permanent fixtures and

accessions to the freehold and part of the realty conveyed herein as security

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