NASHUA CORPORATION ANNUAL MEETING OF STOCKHOLDERS

      THIS PROXY IS SOLICITED ON BEHALF OF THE VALUE REALIZATION COMMITTEE


         The undersigned  stockholder of Nashua Corporation  ("Nashua") appoints
Mark E. Schwarz and John A. (Pete) Bricker and each or any of them, as attorneys
and  agents  with  full  power of  substitution  to vote all  Shares  which  the
undersigned  would be entitled to vote if personally  present at the 2000 Annual
Meeting of Stockholders of the Company that is currently scheduled to be held on
April 25, 2000,  at a time and place to be announced by Nashua and  including at
any adjournments,  postponements,  continuations or reschedulings thereof and at
any special meeting called in lieu thereof, as follows:


THE  VALUE  REALIZATION  COMMITTEE  RECOMMENDS  A VOTE FOR THE  ELECTION  OF THE
NOMINEES NAMED BELOW AND FOR THE POISON PILL RESOLUTION.

1.  ELECTION OF DIRECTORS:             FOR      WITHHOLD       FOR ALL
                                       ALL         ALL         Except nominee
      Nominees:  Mark E. Schwarz,                              written below
      John A. (Pete) Bricker, Jr.,
      Dan E. Bruhl, M.D., Joseph A.    [ ]        [ ]              [ ]
      Malick




2.  APPROVAL OF                        FOR      AGAINST        ABSTAIN
    POISON PILL RESOLUTION             [ ]        [ ]              [ ]



3.  RATIFICATION OF                    FOR      AGAINST        ABSTAIN
    INDEPENDENT
    ACCOUNTANTS                        [ ]        [ ]              [ ]



4.  In their  discretion  with respect to any other matters as may properly come
before the 2000 Annual Meeting.



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         The  undersigned  hereby revokes any other proxy or proxies  heretofore
given to vote or act with  respect to the Shares  held by the  undersigned,  and
hereby  ratifies and confirms all action the herein named attorneys and proxies,
their  substitutes,  or any of them  may  lawfully  take by  virtue  hereof.  If
properly  executed,  this proxy will be voted as directed above. If no direction
is indicated with respect to the above  proposals,  this proxy will be voted FOR
the  election  of the  Nominees,  or any  substitutions  or  additions  thereto,
including  for all or fewer than all of the  Nominees,  FOR the  approval of the
Stockholder  Proposal,  and FOR  the  appointment  of  Ernst  &  Young  LLP,  as
independent accountants, in the sole discretion of the proxies and in the manner
set forth in Item 4 above.




      This  proxy  will be valid  until  the  sooner  of one year  from the date
indicated below and the completion of the 2000 Annual Meeting.


DATED:  _________________________________, 2000.

PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.

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(Signature)

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(Signature, if held jointly)

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(Title)


          WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN.
         EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE
                           CAPACITY IN WHICH SIGNING.


       IMPORTANT: PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
                             THE ENCLOSED ENVELOPE!


            IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE CALL
                             D. F. KING & CO., INC.
                          CALL TOLL FREE AT 1-(800) 488-8035




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