CONSULTING AGREEMENT



            This Consulting Agreement (this "Agreement") is entered into by and

between MARSH SUPERMARKETS, INC. (the "Company") and DOUGLAS W. DOUGHERTY

("Consultant").



                                    RECITALS



            A. Consultant is a former employee and officer of the Company and

possesses extensive knowledge and experience concerning the Company's business.



            B. The Company desires to retain Consultant to render certain

consulting services under the terms and conditions of this Agreement.



            C. Consultant agrees to perform certain consulting services for the

Company under the terms and conditions of this Agreement.



                                    AGREEMENT



            In consideration of the covenants and promises herein provided, the

actions taken pursuant thereto, and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Company and

Consultant agree as follows:



            1. TERM OF AGREEMENT. The term of this Agreement shall be for a

period of twenty-four (24) months commencing effective as of June 1, 2005 and

ending May 31, 2007, subject, however, to prior termination as provided in

Section 2 of this Agreement.



            2. TERMINATION. Notwithstanding any other provision of this

Agreement, either party shall have the right to terminate this Agreement

immediately in the event the other party materially breaches any of its

obligations under this Agreement, provided such breach, if curable, is not cured

within ten (10) business days after the non-breaching party provides written

notice of such breach to the breaching party. Notwithstanding any other

provision of this Agreement, this Agreement shall terminate immediately upon the

death of Consultant.



            3. SERVICES. Consultant will provide financial analysis and general

business consulting services as requested by the Company's CEO or his designee

during the term of this Agreement which may include, without limitation,

assisting on the transition of certain work responsibilities that Consultant

previously managed as an employee and officer of the Company, performing

financial and other strategic projects, and analyzing new business

opportunities. As approved by the Company's CEO or his designee and as

appropriate in light of the requested services, the Company shall make certain

of its employees available to assist Consultant in performing such services.

Consultant will perform the consulting services for the Company on an "as

needed" basis during the term of this Agreement, and Consultant will make

himself reasonably available during the term of this Agreement to meet with

authorized representatives of the Company at mutually convenient times as

requested by the Company's CEO or his designee for the purposes of, among other

things, providing information and assistance on



<PAGE>



transition issues and reporting on the status of Consultant's consulting

activities for the Company; provided, however, Consultant will not be obligated

to spend more than forty (40) hours rendering consulting services to the Company

in any given month during the term of this Agreement. Nothing in this Agreement

shall preclude Consultant from performing services for others, either as an

employee or an independent contractor, so long as those other services do not

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