INTELLECTUAL PROPERTY SECURITY AGREEMENT

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                                                                     EXHIBIT 4.4

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

      INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement") is made as of
this 6 day of January, 2006, by and among:

            MARSH SUPERMARKETS, INC., a corporation organized under the laws of
      the State of Indiana having a place of business at 9800 Crosspoint Blvd.,
      Indianapolis, Indiana 46256-3350, and TRADEMARK HOLDINGS, INC., a
      corporation organized under the laws of the State of Delaware having a
      place of business at 9800 Crosspoint Blvd., Indianapolis, Indiana
      46256-3350 (individually, each an "Grantor" and collectively, the
      "Grantors"); and

            BACK BAY CAPITAL FUNDING LLC, a Delaware limited liability company,
      as collateral agent (in such capacity, the "Collateral Agent") for the
      Secured Parties (as defined the Credit Agreement defined below).

            In consideration of the mutual covenants contained herein and
      benefits to be derived herefrom, the parties hereto agree as follows:

                                   WITNESSETH:

      Reference is hereby made to a certain Credit Agreement dated as of even
date herewith (as the same may be amended, modified, supplemented or restated
hereafter, the "Credit Agreement") by, among others, (i) Marsh Supermarkets, LLC
(the "Lead Borrower"), (ii) the other Borrowers named therein (together with the
Lead Borrower, the "Borrowers"), (iii) the Lenders named therein, and (iv) Back
Bay Capital Funding LLC, as Administrative Agent and Collateral Agent for the
Lenders.

      Reference is further made to a certain Security Agreement of even date
herewith in favor of the Collateral Agent and the Secured Parties (as such may
be amended, modified, supplemented or restated hereafter, the "Security
Agreement"), pursuant to which Security Agreement each Grantor, among others,
has granted to the Collateral Agent, for the benefit of the Secured Parties, a
security interest in the Collateral (as defined in the Security Agreement).

      The Lenders have agreed to make a Term Loan to the Borrowers pursuant to,
and upon the terms and subject to the conditions specified in, the Credit
Agreement, including a covenant requiring the execution and delivery by the
Grantors of this Agreement to secure the Borrowers' prompt payment and
performance of the Obligations.

      Accordingly, the Grantors and the Collateral Agent, on behalf of itself
and each other Secured Party (and each of their respective successors and
assigns) hereby agree as follows:

                                   SECTION 1

                                  Definitions

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      1.1 Generally. Unless the context otherwise requires, all capitalized
terms used but not defined herein shall have the meanings set forth in the
Credit Agreement or the Security Agreement, as applicable, and all references to
the UCC shall mean the Uniform Commercial Code as in effect from time to time in
the State of New York; provided, however, that if a term is defined in Article 9
of the UCC differently than in another Article thereof, the term shall have the
meaning set forth in Article 9, and provided further that if by reason of
mandatory provisions of law, perfection, or the effect of perfection or
non-perfection, of the security interest in any IP Collateral or the
availability of any remedy hereunder is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than New York, "UCC" means the Uniform
Commercial Code as in effect in such other jurisdiction for purposes of the
provisions hereof relating to such perfection or effect of perfection or
non-perfection or availability of such remedy, as the case may be.

      1.2 Definition of Certain Terms Used Herein. As used herein, the following
terms shall have the following meanings:

            (a) "Copyrights" shall mean all copyrights or derivative work
      thereof of each Grantor, whether registered or unregistered and whether
      published or unpublished, including, without limitation, the copyrights
      listed on Exhibit A annexed hereto and made a part hereof, together with
      all registrations and recordings thereof and all applications in
      connection therewith.

            (b) "Copyright Licenses" shall mean all agreements, whether written
      or oral, providing for the grant by or to any Grantor of any right to use
      any Copyright, including, without limitation, the agreements listed on
      Exhibit A annexed hereto and made a part hereof.

            (c) "Copyright Office" shall mean the United States Copyright Office
      or any other federal governmental agency which may hereafter perform its
      functions.

            (d) "Credit Agreement" shall have the meaning assigned to such term
      in the preliminary statement of this Agreement.

            (e) "Intellectual Property" shall have the meaning assigned to such
      term in Section 3 hereof.

            (f) "IP Collateral" shall have the meaning assigned to such term in
      Section 2 hereof.

            (g) "Licenses" shall mean, collectively, the Copyright Licenses, the
      Patent Licenses and the Trademark Licenses.

            (h) "Necessary Intellectual Property" shall mean any and all
      Intellectual Property that is necessary, in the reasonable business
      judgment of the Loan Parties, for the conduct of the business of the Loan
      Parties from time to time.

            (i) "Obligations" shall have the meaning assigned to such term in
      the Security Agreement.

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            (j) "Patents" shall mean all letters patent and applications for
      letters patent of each Grantor, and the inventions and improvements
      therein disclosed, and any and all divisions, reissues and continuations
      of said letters patent including, without limitation the patents listed on
      Exhibit B annexed hereto and made a part hereof.

            (k) "Patent Licenses" shall mean all agreements, whether written or
      oral, providing for the grant by or to any Grantor of any right to
      manufacture, use or sell any invention covered by a Patent, including,
      without limitation, the agreements listed on Exhibit B annexed hereto and
      made a part hereof.

            (l) "PTO" shall mean the United States Patent and Trademark Office
      or any other federal governmental agency which may hereafter perform its
      functions.

            (m) "Security Agreement" shall have the meaning assigned to such
      term in the preliminary statement of this Agreement.

            (n) "Trademarks" shall mean all trademarks, trade names, corporate
      names, company names, business names, fictitious business names, trade
      dress, trade styles, service marks, designs, logos and other source or
      business identifiers of each Grantor, whether registered or unregistered,
      including, without limitation, the trademarks listed on Exhibit C annexed
      hereto and made a part hereof, together with all registrations and
      recordings thereof, all applications in connection therewith, and any
      goodwill of the business connected with, and symbolized by, any of the
      foregoing.

            (o) "Trademark Licenses" shall mean all agreements, whether written
      or oral, providing for the grant by or to any Grantor of any right to use
      any Trademark, including, without limitation, the agreements listed on
      Exhibit C annexed hereto and made a part hereof.

      1.3 Rules of Interpretation. The rules of interpretation specified in
Section 1.02 of the Credit Agreement shall be applicable to this Agreement.

                                   SECTION 2

                               Security Interest

      In furtherance and as confirmation of the Security Interest granted by the
Grantors to the Collateral Agent (for the benefit of the Secured Parties) under
the Security Agreement, and as further security for the payment or performance,
as the case may be, in full of the Obligations, each Grantor hereby ratifies
such Security Interest and grants to the Collateral Agent (for the benefit of
the Secured Parties) a continuing security interest, with a power of sale (which
power of sale shall be exercisable only following the occurrence of an Event of
Default), in all of the present and future right, title and interest of the
Grantors in and to the following property, and each item thereof, whether now
owned or existing or hereafter acquired or arising, together with all products,
proceeds, substitutions, and accessions of or to any of the following property
(collectively, the "IP Collateral"):

            (a)   All Copyrights and Copyright Licenses.

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            (b)   All Patents and Patent Licenses.

            (c)   All Trademarks and Trademark Licenses.

            (d)   All renewals of any of the foregoing.

            (e) All General Intangibles connected with the use of, or related
      to, any and all Intellectual Property (including, without limitation, all
      goodwill of the Grantors and their business, products and services
      appurtenant to, associated with, or symbolized by, any and all
      Intellectual Property and the use thereof).

            (f) All income, royalties, damages and payments now and hereafter
      due and/or payable under and with respect to any of the foregoing,
      including, without limitation, payments under all Licenses entered into in
      connection therewith and damages and payments for past or future
      infringements or dilutions thereof.

            (g) The right to sue for past, present and future infringements and
      dilutions of any of the foregoing.

            (h) All of the Grantors' rights corresponding to any of the
      foregoing throughout the world.

                                   SECTION 3

                 Protection of Intellectual Property By Grantors

      Except as set forth below in this Section 3, the Grantors shall undertake
the following with respect to each of the items respectively described in
Sections 2(a), (b), (c), (d) and (e) (collectively, the "Intellectual
Property"):

      3.1 Pay all renewal fees and other fees and costs associated with
maintaining the Necessary Intellectual Property and with the processing of the
Intellectual Property and take all other reasonable and necessary steps to
maintain each registration of the Intellectual Property.

      3.2 Take all actions reasonably necessary to prevent any of the Necessary
Intellectual Property from becoming forfeited, abandoned, dedicated to the
public, invalidated or impaired in any way.

      3.3 At the Grantors' sole cost, expense, and risk, diligently pursue the
processing of each application for registration which is the subject of the
security interest created herein and not abandon or delay any such efforts.

      3.4 At the Grantors' sole cost and expense, take any and all action which
the Grantors reasonably deem appropriate under the circumstances to protect the
Necessary Intellectual Property from infringement, misappropriation or dilution,
including, without limitation, the prosecution and defense of infringement
actions.

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      Notwithstanding the foregoing, so long as no Event of Default has occurred
and is continuing, and no Material Adverse Effect would result therefrom, no
Grantor shall have an obligation to use or to maintain any Intellectual Property
(i) that relates solely to any product that has been discontinued, abandoned or
terminated, and (ii) that has been replaced with Intellectual Property
substantially similar to the Intellectual Property that may be abandoned or
otherwise become invalid, so long as the failure to use or maintain such
Intellectual Property does not materially adversely affect the validity of such
replacement Intellectual Property and so long as such replacement Intellectual
Property is subject to the lien created by this Agreement.

                                   SECTION 4

                    Grantors' Representations and Warranties

      Each Grantors hereby represents and warrants that:

      4.1 Exhibit A is a true, correct and complete list of all Copyrights and
Copyright Licenses owned by the Grantors as of the date hereof.

      4.2 Exhibit B is a true, correct and complete list of all Patents and
Patent Licenses owned by the Grantors as of the date hereof.

      4.3 Exhibit C is a true, correct and complete list of all Trademarks and
Trademark Licenses owned by the Grantors as of the date hereof.

      4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual
Property is the subject of any licensing or franchise agreement pursuant to
which any Grantor is the licensor or franchisor.

      4.5 All IP Collateral is, and shall remain, free and clear of all Liens,
encumbrances, or security interests in favor of any Person, other than Permitted
Encumbrances, Liens in favor of the Collateral Agent and Liens permitted by
Section 6.02 of the Credit Agreement.

      4.6 Each Grantor owns, or is licensed to use, all Intellectual Property
necessary for the conduct of its business as currently conducted. No material
claim has been asserted and is pending by any Person challenging or questioning
the use by any Grantor of any of the Intellectual Property owned by any Grantor
or the validity of any of the Intellectual Property owned by any Grantor, nor
does any Grantor know of any valid basis for any such claim, except as otherwise
set forth in the Credit Agreement. To the knowledge of the Grantors, the use by
the Grantors of the Intellectual Property does not infringe the rights of any
Person in any material respect. No holding, decision or judgment has been
rendered by any Governmental Authority which would limit, cancel or question the
validity of, or any Grantor's rights in, any Intellectual Property in any
respect that could reasonably be expected to have a Material Adverse Effect on
the business or the property of any Grantor.

      4.7 The Grantors shall give the Collateral Agent written notice (with
reasonable detail) within ten (10) Business Days following the occurrence of any
of the following:

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                  (a) The Grantors' obtaining rights to, and filing applications
      for registration of, any new Intellectual Property, or otherwise acquiring
      ownership of any newly registered Intellectual Property (other than the
      Grantors' right to sell products containing the trademarks of others in
      the ordinary course of the Grantors' business).

                  (b) The Grantors' becoming entitled to the benefit of any
      registered Intellectual Property whether as licensee or licensor (other
      than the Grantors' right to sell products containing the trademarks of
      others in the ordinary course of the Grantors' business).

                  (c) The Grantors' entering into any new Licenses.

                  (d) The Grantors' knowing or having reason to know, that any
      application or registration relating to any material Intel