EMPLOYMENT AGREEMENT



        THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into between Marsh

Supermarkets, LLC, an Indiana limited liability company ("Company"), and Frank

J. Bryja, a resident of Muncie, Indiana ("Executive"), as of September 15, 2002

(the "Effective Date"). Company and Executive are sometimes referred to herein

individually as a "Party" and collectively as the "Parties".



        WHEREAS, Executive was employed by the Company and its affiliate, Marsh

Supermarkets, Inc. ("Marsh") from 1965 to 2002; and



        WHEREAS, Executive resigned as an officer of the Company and Marsh and

retired from employment with the Company and Marsh on March 30, 2002; and



        WHEREAS, Company desired the benefit of Executive's experience in and

knowledge of retail food operations and merchandising and retained his

consulting services after his retirement for a period of one (1) year pursuant

to a certain Consulting Agreement, dated as of March 30, 2002 (the "Contract");

and



        WHEREAS, in lieu of his services as a consultant pursuant to the

Contract, the Company desires to terminate the Contract and rehire Executive as

President and Chief Operating Officer of the Company, and Executive is willing

to terminate the Contract and serve the Company in such capacity on the

following terms and conditions,



        NOW, THEREFORE, in consideration of the mutual covenants contained in

this Agreement and other good and valuable consideration, the receipt and

adequacy of which are hereby acknowledged, and intending to be legally bound,

the Parties hereby agree as follows:



        1. EMPLOYMENT. Company hereby employs Executive and Executive hereby

accepts employment with the Company upon the terms and conditions set forth

herein. The Parties agree that the Contract is terminated as of the Effective

Date.



        2. DUTIES AND RESPONSIBILITIES.



                2.1 Extent of Service. Executive shall, during the Term

        (hereinafter defined), devote his full time, attention, energies and

        business efforts to his duties as an executive of the Company as are

        necessary to carry out his duties specified in Section 2.2 below.

        Executive shall not, during the Term, engage in any other business

        activity if such business activity would impair in any material respect

        the Executive's ability to carry out his duties hereunder.



                2.2 Position and Duties. During the Term, Executive shall serve

        the Company as President and Chief Operating Officer and shall perform

        the services and functions relating to such office or otherwise

        reasonably incident to such office as may be designated from time to

        time by the Board of Managers of the Company (the "Board"), the Chairman

        of the Board or the President of Marsh.



        3. SALARY AND OTHER BENEFITS.



                3.1 Salary. As compensation for his services as President and

        Chief Operating Officer during the Term, Executive shall be paid an

        annual salary of not less than Three Hundred Fifteen Thousand and No/100

        Dollars ($315,000.00) (the "Base Salary"), payable in accordance with

        the then current payroll policies of the Company, but in no event less

        frequently than once each fiscal period of the Company. The Base Salary

        may be increased by the Board of Managers of the Company (or the

        appropriate committee thereof) from time to time and shall be increased

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