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                                                                    Exhibit 10.1


                              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
        on the date of termination of employment as




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        provided in Section 3.3 below. The annual salary being paid to Executive
        hereunder at any given point of time is hereafter referred to as his
        "Base Salary".

                3.2 Other Benefits. During the Term, Executive shall be entitled
        to receive the following benefits in addition to his Base Salary:

                    (a) Executive shall be eligible to participate in all group
              benefit plans of the Company (including without limitation,
              disability, accident, medical, life insurance, optional life
              insurance, hospitalization, 401(k) and deferred compensation
              plans) generally available to other executives of the Company.

                    (b) Executive shall be entitled to reimbursement from the
              Company for reasonable out-of-pocket expenses incurred by him in
              the course of the performance of his duties hereunder.

                    (c) Executive shall be eligible to receive any discretionary
              incentive compensation award.

                    (d) Executive shall be entitled to such vacation, holidays
              and other paid or unpaid leaves of absence in accordance with the
              Company's established policy; provided, however, Executive shall
              be entitled to not less than four (4) weeks of vacation each year
              during the Term.

                    (e) Executive shall be eligible to participate in the Marsh
              Supermarkets, Inc. Supplemental Retirement Plan (the "SRP") and,
              after termination of his employment pursuant to this Agreement, to
              receive Lifetime Medical Benefits in accordance with the
              resolutions of the Board of Directors of Marsh ("Lifetime Medical
              Benefits"), and an amount equal to the sum of (i) the premium cost
              paid by Executive for a policy of term life insurance up to an
              aggregate amount $600,000 for coverage during the period
              commencing on the date of termination of employment pursuant to
              this Agreement and ending on February 13, 2004; and (ii) 40% of
              the amount by which the income to Executive annually by reason of
              the payment set forth in (i) above exceeds the amount of income
              imputed to Executive annually for term life insurance provided by
              the Company immediately prior to the date of termination of
              employment pursuant to this Agreement.

       3.3 SRP Benefit Enhancement. Notwithstanding anything to the contrary
       contained in this Agreement or the SRP, if Executive's employment is
       terminated under any circumstance other than for Cause or a voluntary
       resignation without Good Reason pursuant to 6.1(a) or Section 6.1(b)
       below, the Executive's Base Salary shall be increased on the date of
       termination such that the sum of the benefits which Executive (or
       Executive's spouse) will be entitled to receive (i) from the SRP, (ii)
       from the Employee's Pension Plan of Marsh Supermarkets, Inc. and
       subsidiaries ("Pension Plan"), (iii) from the Executive's Primary Social
       Security Benefit (as that term is defined in the Pension Plan), and (iv)
       from the actuarial equivalent of the benefit payable to the Executive
       from the Replacement Plan (as that term is defined in the SRP), such
       benefits being determined as of Executive's Normal Retirement Date (as
       that term is defined in the Pension Plan), but converted to actuarially
       equivalent benefits to Executive and Executive's spouse in the form of a
       joint and 100% survivor's annuity commencing the month following
       Executive's date of termination, shall equal $150,000 per year.

       4. TERM. The initial term of this Agreement shall be for a period
commencing on the Effective Date and ending on March 29, 2003 (the "Initial
Term"). Upon expiration of the Initial Term, the term of this Agreement shall
automatically extend for additional successive periods of twenty eight (28) days
each, unless either Party gives written notice, at least thirty (30) days in
advance of the expiration of the then current Term, of such Party's intent not
to extend the Term. The Initial Term and any successive term are herein referred
to as the "Term").

       5. TERMINATION AND RESIGNATION. Company shall have the right to terminate
Executive's employment hereunder at any time and for any reason. Upon any such
termination by the Company, Executive shall be entitled to receive from the
Company payment of the amount determined pursuant to the applicable




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subparagraph of Section 6 below. Executive shall have the right to terminate his
employment hereunder at any time by resignation, and he shall thereupon be
entitled to receive from the Company prompt payment of the amount determined
pursuant to the applicable subparagraph of Section 6 below.

        6. PAYMENTS UPON TERMINATION AND RESIGNATION.

              6.1 Payments Upon Termination for Cause, Death, Disability or
       Voluntary Resignation. If during the Term (a) the Company at any time
       terminates Executive's employment pursuant to this Agreement for Cause,
       (b) Executive voluntarily resigns for any reason other than for Good
       Reason, or (c) Executive at any time dies or becomes disabled, then in
       each case Executive shall be entitled to receive only his accrued and
       unpaid Base Salary and any other accrued and unpaid benefits due
       Executive in accordance with Section 3.2 as of the date of termination
       plus reimbursement of expenses through the date of termination in
       accordance with Section 3.2(b); provided, however, that in the event of a
       termination under clause (b) or (c) of this Section 6.1, but not in the
       case of a termination for Cause under clause (a) of this Section 6.1, the
       date of termination shall be the later of (i) the actual date of
       termination or (ii) March 29, 2003.

              6.2 Payments Upon Termination Without Cause or Resignation for
       Good Reason. If the Company terminates Executive's employment pursuant to
       this Agreement without Cause or Executive resigns for Good Reason, then
       in each case Executive shall be entitled to receive (a) his accrued and
       unpaid Base Salary and any other accrued and unpaid benefits due
       Executive in accordance with Section 3.2 as of the date of termination
       plus reimbursement of expenses through the date of termination in
       accordance with Section 3.2(b), (b) the post termination benefits
       pursuant to Section 3.2(e), and (c) the enhanced SRP benefit pursuant to
       Section 3.3.

              6.3 Definition of "Cause". For purposes of this Agreement,
       termination by the Company of Executive's employment for "Cause" shall
       mean termination of the Executive's employment by the Board or the
       Chairman of the Board (including, only for purposes of subsection (c)
       below, acting in good faith, by written notice to Executive specifying
       the event(s) relied upon for such termination), due to (a) the commission
       of a felony or a crime involving moral turpitude or the commission of any
       other act or omission involving dishonesty or fraud with respect to the
       Company or any of its affiliates or any of their customers or suppliers,
       (b) any breach of the Executive's fiduciary duties to the Company, (c)
       repeated failure to perform duties of the office held by Executive as
       reasonably directed by the Board or the Chairman of the Board, (d) gross
       negligence or willful misconduct with respect to the Company or any of
       its affiliates, or (e) any breach of Section 7 of this Agreement.

              6.4 Definition of "Good Reason". For purposes of this Agreement,
       "Good Reason" shall mean any of the following (without Executive's
       express written consent), which is not cured by the Company within thirty
       (30) days of receipt of written notice from Executive (such written
       notice to be received by the Company within thirty (30) days of the event
       giving rise to the notice): (a) a failure of the Company to fulfill its
       obligations under this Agreement in any material respect including any
       reduction of Base Salary or other compensation or benefits other than
       reductions applicable to other senior executives of the Company, or (b) a
       material change by the Company in the functions, duties or
       responsibilities of Executive's position.

       7. RESTRICTIVE COVENANTS.

              7.1 Covenants Against Competition. Executive acknowledges that (a)
       the business of the Company and its affiliates is the retail sale of
       food, general merchandise, prescription drugs, flowers and catering and
       food management services in various formats, and that the business of the
       Company and its affiliates will change from time to time as the Company
       and/or its affiliates expand their scope of services, expand their
       products or acquire additional affiliates (all of which are referred to
       collectively as the "Company Business"); and (b) Executive's work
       relating to Company Business will bring him into close contact with many
       confidential matters not readily available to the public.


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              7.2 Non-Compete. During the term of this Agreement and for a
       period of twelve (12) months following the termination of Executive's
       employment with the Company, whether Executive's employment terminates
       pursuant to the provisions of Section 5 of this Agreement or otherwise
       (collectively, the "Restricted Period"), Executive covenants and agrees
       that he will not, without the express approval of the Board or the
       Chairman of the Board, anywhere within a 10 mile radius of any facility
       owned or operated by the Company or any of its affiliates in the states
       of Indiana and Ohio, engage in any business directly or indirectly, as an
       individual, partner, shareholder, officer, director, principal, agent,
       Executive, trustee, consultant or in any other relationship or capacity,
       if such business is competitive with the Company Business; provided,
       however, that Executive may own, directly or indirectly, solely as an
       investment, securities of any entity if Executive (a) is not a
       controlling person with respect to such entity and (b) does not, directly
       or indirectly, own one percent (1%) or more of the outstanding shares of
       any class of the securities of such entity.

              7.3 Trade Secrets; Confidential Information. Executive covenants
       and agrees that at all times during and after the Restricted Period, he
       shall keep the existence and the terms and conditions of this Agreement
       strictly confidential and shall keep secret and not disclose to others or
       appropriate to his own use or the use of others any trade secrets, or
       secret or confidential information or knowledge pertaining to the Company
       Business or the affairs of the Company or its affiliates, including
       without limitation trade know-how, trade secrets, consultant contracts,
       customer lists, pricing policies, operational methods, marketing plans or
       strategies, product development techniques or plans, business acquisition
       plans, new personnel acquisition plans, technical processes, designs and
       design projects, inventions and research projects. Information shall not
       be deemed confidential or secret for purposes of this Agreement if it is
       generally known in the industry other than as a result of a breach by
       Executive.

              7.4 Property of the Company or its Affiliates.

                    (a) Without further consideration, Executive agrees to
              assign to the Company or its designee, Executive's entire right,
              title and interest in and to all concepts, ideas, inventions,
              intellectual or other proprietary rights (collectively the
              "Intellectual Property") that (i) relate to any of Executive's
              work during the period of Executive's employment with the Company;
              (ii) pertain to any present or anticipated business activity of
              the Company; or (iii) are aided by the use of time, equipment,
              supplies, facilities or information of the Company.

                    (b) Executive agrees that any Intellectual Property created
              by Executive under this Agreement are "works made for hire" within
              the meaning of the United States Copyright Act. To the extent that
              any Intellectual Property does not qualify as "works made for
              hire," this Agreement will constitute an irrevocable assignment by
              Executive to the Company of such Intellectual Property. During and
              after the term of this Agreement, Executive agrees to assist the
              Company, at its expense, in obtaining and enforcing the full
              benefits, rights and title in the Intellectual Property and
              proprietary rights assigned to the Company in this Section 7.4.

                    (c) All memoranda, notes, lists, records and other documents
              (and all copies thereof) made by Executive or made available to
              Executive during his employment is the exclusive property of the
              Company and shall be delivered by Executive to the Company
              promptly upon the termination of Executive's employment.

              7.5 Rights and Remedies Upon Breach. If Executive breaches, or
       threatens to commit a breach of, any of the provisions of Sections 7.1
       through 7.4 of this Agreement (collectively, the "Restrictive
       Covenants"), the Company shall have the following rights and remedies,
       each of which shall be independent of the other and severally
       enforceable, and all of which shall be in addition to, and not in lieu
       of, any other rights and remedies available to the Company: (a) the right
       and remedy to have any of the Restrictive Covenants specifically enforced
       by any court having jurisdiction, it being hereby acknowledged and agreed
       by Executive that any such breach or threatened breach will cause
       irreparable



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       injury to the Company and that money damages will not provide an
       adequate remedy to the Company; and (b) the right and remedy to require
       Executive to account for and pay over to the Company all compensation,
       profits, monies, accruals, increments or other benefits derived or
       received by Executive as a result of any transactions constituting a
       breach of any of the Restrictive Covenants, and Executive shall account
       for and pay over such benefits to the Company.

              7.6 Severability of Restrictive Covenants. Executive agrees that
       the Company may enforce the Restrictive Covenants to the broadest extent
       possible. If any provision of this Agreement shall be held or deemed to
       be or shall, in fact, be invalid, inoperative or unenforceable as applied
       in any particular case in any jurisdiction or jurisdictions, or in all
       jurisdictions, because it conflicts with any provisions of any
       constitution, statute, rule or public policy, or for any reason, such
       circumstances shall not have the effect of rendering the provision in
       question invalid, inoperative or unenforceable in any other case or
       circumstance, or of rendering any other provision or provisions of this
       Agreement invalid, inoperative or unenforceable to any extent whatever.
       If it is determined that any of the Restrictive Covenants, or any part
       thereof, is invalid or unenforceable, the remainder of the Restrictive
       Covenants shall not thereby be affected and shall be given full effect,
       without regard to the invalid portions. If it is determined that any of
       the Restrictive Covenants, or any part thereof, is unenforceable because
       of the duration of such provision, the geographical area covered thereby,
       or any other determination of unreasonableness of the provision, the
       court making such determination shall have the power to reduce the
       duration, area or scope of such provision and, in its reduced form, such
       provision shall then be enforceable and shall be enforced.

       8. NOTICE. All notices, requests, demands and other communications given
under or by reason of this Agreement shall be in writing and shall be deemed
given when delivered in person, by facsimile or when mailed, by certified mail
(return receipt requested), postage prepaid, addressed as follows (or to such
other address as a Party may specify by notice pursuant to this provision):

              8.1   To the Company:

                    Marsh Supermarkets, LLC
                    9800 Crosspoint Boulevard
                    Indianapolis, Indiana  46256-3350
                    Attention:  Corporate Secretary

              8.2   To Executive:

                    Frank J. Bryja
                    212 North Bayberry Lane
                    Muncie, Indiana 47304-9319

       9. GOVERNING LAW; TRADE SECRETS; VENUE; ARBITRATION. The execution,
validity, interpretation and performance of this Agreement shall be governed by
the laws of the State of Indiana. The parties intend the provisions of this
Agreement to supplement, but not displace, their respective rights and
responsibilities under the Indiana Trade Secrets Act, Ind. Code ss. 24-2-3-1 et
seq., as amended. The parties to this Agreement irrevocably consent to the
exclusive jurisdiction and venue of the courts of the State of Indiana, located
in Hamilton County, and the United States District Court for the Southern
District of Indiana with respect to any and all actions relate this Agreement or
the enforcement of this Agreement and the parties to this Agreement hereby
irrevocably waive any and all objections thereto.

       10. ADDITIONAL INSTRUMENTS. The Parties shall execute and deliver any
and all additional instruments and agreements that may be necessary or proper to
carry out the purposes of this Agreement.

       11. ENTIRE AGREEMENT AND AMENDMENTS. This Agreement contains the entire
agreement of the Parties relating to the matters contained herein and supersedes
all prior agreements and understandings, oral or



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written, between the Parties with respect to the subject matter hereof,
including the Contract, which is hereby terminated as of the Effective Date.
This Agreement may be changed only by an agreement in writing signed by both
Parties.

       12. SEVERABILITY. If any provision of the Agreement is rendered or
declared illegal or unenforceable by reason of any existing or subsequently
enacted legislation or by the decision of or decree of a court of last resort,
the Parties shall promptly meet and negotiate substitute provisions for those
rendered or declared illegal or unenforceable to preserve the original intent of
this Agreement to the extent legally possible, but all other provisions of this
Agreement shall remain in full force and effect.

       13. ASSIGNMENTS. Company may assign (whether by operation of law or
otherwise) this Agreement only with the written consent of Executive, which
consent shall not be withheld unreasonably, and in the event of an assignment of
this Agreement, all covenants, conditions and provisions hereunder shall inure
to the benefit of and be enforceable against the Company's successors and
assigns. The rights and obligations of Executive under this Agreement are
personal to him, and no such rights, benefits or obligations shall be subject to
voluntary or involuntary alienation, assignment or transfer.

       14. EFFECT OF AGREEMENT. Subject to the provisions of Section 13 with
respect to assignments, this Agreement shall be binding upon Executive and his
heirs, executors, administrators, legal representatives and assigns and upon the
Company and its respective successors and assigns.

       15 EXECUTION. This Agreement may be executed in multiple counterparts
each of which shall be deemed an original and all of which shall constitute one
and the same instrument.

       16. WAIVER OF BREACH. The waiver by either Party of a breach of any
provision of the Agreement by the other Party shall not operate or be construed
as a waiver by such Party of any subsequent or similar breach by such other
Party.

       17. JOINT DRAFTING. This Agreement shall be deemed to have been drafted
jointly by the Parties and in the event of any ambiguity in this Agreement, the
same shall not be construed against either party.

       IN WITNESS WHEREOF, the Parties have executed this Agreement on and
caused the same to be duly delivered on their behalf as of the day and year
first written above.

       MARSH SUPERMARKETS, LLC

       By: /s/ Don E. Marsh                            /s/ Frank J. Bryja
           -----------------------------------    ------------------------------
           Don E. Marsh, Chairman of the Board            FRANK J. BRYJA
           and Chief Executive Officer

       Attest:      /s/ P. Lawrence Butt
               ------------------------------
                P. Lawrence Butt, Secretary