Sample
"Solicitation Package"

In order to solicit creditors' votes on the plan of reorganization in the Stuart Entertainment Chapter 11 case in Wilmington, Delaware, a package of materials was sent to all creditors entitled to vote. This package included a copy of the bankruptcy court's order approving the Disclosure Statement, notice of the confirmation hearing and the deadline to cast votes, a letter from the debtor's CEO recommending that creditors vote to accept the plan, and several ballot forms to be used by various creditors in different classes under the plan. The types of ballots used in the Stuart case are fairly common in cases in which the debtor has issued public debt, public equity, or both. When soliciting the votes of holders of publicly issued securities, it is customary to solicit the recordholders (or the "street names" by which investors hold their securities) with instructions to solicit the votes of individual beneficial holders, the identities of which the debtor rarely knows. This package contains such ballots for Stuart's publicly traded notes and publicly traded common stock.

Sample "Solicitation Package" 379

FOR THE DISTRICT OF DELAWARE

ORDER APPROVING DISCLOSURE

STATEMENT UNDER 11 U.S.C. § 1125
THIS MATTER is before the Court on the Debtor's Motion for Order Approving Disclosure Statement Under 11 U.S.C. § 1125 (the "Motion"), dated October 12, 1999, seeking approval of the Disclosure Statement In Support of First Amended Plan of Reorganization, dated October 11, 1999 (the "Disclosure Statement"). It appearing that notice of the motion was adequate and sufficient under the circumstances, that the Debtor, the Committee of Unsecured Creditors, the Indenture Trustee for the Notes, and Contrarian Capital Management LLC have agreed to certain revisions to the Disclosure Statement and its various exhibits described at a hearing held before the Court on October 27, 1999, that the Disclosure Statement, as amended, contains "adequate information" within the meaning of 11 U.S.C. § 1125 regarding the Debtor's First Amended Plan of Reorganization (the "Plan"), and that sufficient cause exists for granting the relief requested in the Motion, it is

ORDERED that the Motion is granted; and it is further

ORDERED that the Disclosure Statement is approved for use in soliciting acceptances and rejections of the Plan from creditors and interest holders in accordance with the Court's "Order (A) Setting Date For Hearing To Consider Approval Of Disclosure Statement; (B) Establishing Procedures For Soliciting And Tabulating Votes On Joint Plan Of Reorganization; (C) Approving Form Of Ballots; (D) Approving Notice And Publication Procedures; And (E) Scheduling A Hearing On Confirmation Of Plan Of Reorganization" (the "Solicitation and Voting Order") previously entered in this Chapter 11 case; and it is further

ORDERED that the Debtor is authorized and required to commence solicitation of votes to accept or reject the Plan in accordance with the procedures set forth in the Solicitation and Voting Order no later than November 12, 1999.

Dated: Wilmington, Delaware

October 10, 1999
By: /s/ Mary F. Walrath

UNITED STATES BANKRUPTCY JUDGE

Executive Guide to Corporate Bankruptcy

FOR THE DISTRICT OF DELAWARE

NOTICE OF DEADLINE FOR CASTING VOTES TO ACCEPT OR REJECT PLAN OF REORGANIZATION AND CONFIRMATION HEARING
On October 12, 1999, STUART ENTERTAINMENT, INC., (the "Debtor") filed its First Amended Plan of Reorganization (the "Plan") and a related Disclosure Statement (the "Disclosure Statement") under Bankruptcy Code § 1125. After a hearing (the "Disclosure Statement Hearing") held on October 27, 1999, the Court entered an Order approving the Disclosure Statement (the "Disclosure Statement Order"), in accordance with which you are receiving the copy of the Disclosure Statement and the Plan and certain materials (including a Ballot) relating to the solicitation of votes to accept or reject the Plan. You are not receiving a copy of the Plan Supplement, which is voluminous. If you wish to obtain a copy of the Plan Supplement, contact IKON Document Services, 901 North Market Street, Suite 718, Wilmington, Delaware 19801; Tel. (302) 777-4500, Fax. (302) 777-5155.

A hearing (the "Confirmation Hearing") to consider the confirmation of the Plan will be held before the Honorable Mary F. Walrath in the United States Bankruptcy Court, 824 Market Street, 5^th Floor, Wilmington, Delaware at 2:00 p.m. EST on December 14, 1999.

If you are the owner of a claim against, or equity interest in, the Debtor as of October 27, 1999, the Record Date as established in the Disclosure Statement Order, you have received with this Notice a Ballot form containing voting instructions appropriate for your claim or interest. In order for your vote to accept or reject the Plan to be counted, you must complete all required information on the Ballot, execute the Ballot, and return the completed Ballot to the address indicated on the Ballot by 4:00 p.m. EST on November 26, 1999. Any failure to follow the voting instructions included with the Ballot may disqualify your Ballot and your vote.

Objections, if any, to the confirmation of the Plan must: (a) be in writing; (b) state the name and address of the objecting party and the nature of the claim or interest of such party; (c) state with particularity the basis and nature of any objection or proposed modification; and (d) be filed, together with proof of service, with the Court (with a copy to chambers) and served so that they are received by chambers, co-counsel for the Debtor indicated below, counsel for the Committee of Unsecured Creditors (Adelman Lavine

Sample "Solicitation Package" 379

Gold & Levin P.C., Two Penn Center Plaza, Suite 1900, Philadelphia, Pennsylvania 19102, Attn: Gary Schildhorn, Esq.), and counsel for Contrarian Capital Management LLC (Milbank, Tweed, Hadley & McCloy, LLP, 601 South Figueroa Street, 30^th Floor, Los Angeles, California 90017, Attn: Paul S. Aronzon, Esq.) no later than 4:00 p.m. EST on November 26, 1999.

The Confirmation Hearing may be continued from time to time without further notice other than the announcement of the adjourned date(s) at the Confirmation Hearing or any continued hearing.

Dated: November 12, 1999

Co-Counsel to the Debtor

Executive Guide to Corporate Bankruptcy

November 12, 1999

TO ALL CREDITORS OF AND HOLDERS OF EQUITY INTERESTS IN STUART ENTERTAINMENT, INC.:

Attached to this letter is the Disclosure Statement In Support of First Amended Plan of Reorganization, which contains as an attachment the First Amended Plan of Reorganization (the "Plan"). Stuart Entertainment, Inc. ("Stuart") has proposed the Plan as the blueprint for Stuart's reorganization and emergence from Chapter 11 bankruptcy.

Before filing its petition for relief commencing its Chapter 11 case on August 13, 1999, Stuart began actively pursuing restructuring alternatives in an attempt to address the viability of Stuart's highly leveraged capital structure. On May 21, 1999, Stuart announced that it had reached an agreement (the "Restructuring Agreement") with certain holders of an ad hoc committee of holders of Stuart's 12½% Senior Subordinated Notes due November 15, 2004 (the "Notes"). The Restructuring Agreement provided for, among other things, a full conversion of the Notes into 100% of the equity in the reorganized company and a corresponding cancellation of existing equity. The basic terms of the Restructuring Agreement became the basis for Stuart's first plan of reorganization, which was filed with the Bankruptcy Court on August 13, 1999. Despite having filed that first plan, Stuart continued to negotiate with its creditor constituencies.

The Plan reflects the results of those negotiations and Stuart's efforts to propose a plan of reorganization that met with the approval of all Stuart's creditor groups. The Plan, if confirmed by the Bankruptcy Court, will substantially deleverage Stuart since the holders of Notes will receive 100% of the equity in Reorganized Stuart, unless such holders elect to receive cash in lieu of stock. All other unsecured creditors will receive a cash payment on account of their claims.

Stuart's management, the Board of Directors, and I believe very strongly that the Plan not only represents the most viable basis for emerging from bankruptcy but provides the greatest possible recovery to creditors. The Plan is supported by the Official Committee of Unsecured Creditors and by the Indenture Trustee for the Notes, both of whom recommend that unsecured creditors (including holders of Notes) vote in favor of the Plan.

It is our sincere belief that the Plan is in the best interests of Stuart and its creditors. We further believe that the Plan represents the most expedi

Sample "Solicitation Package" 379

tious resolution of the financial difficulties facing Stuart. In the competitive and highly regulated business environment in which Stuart operates, time is of the essence in finalizing this restructuring. Therefore, while no restructuring will completely satisfy all creditor groups, it is Stuart's belief that the Plan is fair to all creditors and preserves Stuart's going concern value. Stuart believes that absent an expeditious restructuring, it will not be able to compete in its industry effectively. Preserving Stuart's enterprise value is critical to maximizing recovery for all creditors and creating the greatest potential for future success. I respectfully urge all creditors and equity interest holders to vote to accept the Plan. The Stuart management team is dedicated to Stuart's successful and prompt emergence from Chapter 11 for the benefit of Stuart's creditors, employees, suppliers, and customers.

Thank you for your support.

Very truly yours,

By: /s/ Joseph M. Valandra

Joseph M. Valandra

Chief Executive Officer and Chairman of the Board

STUART ENTERTAINMENT, INC.

Executive Guide to Corporate Bankruptcy

Stuart Entertainment, Inc. (the "Debtor") filed its Plan of Reorganization on October 12, 1999 (the "Plan"). The Bankruptcy Court has approved a disclosure statement with respect to the Plan (the "Disclosure Statement"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. You should have received a copy of the Disclosure Statement with this Ballot, but if you do not have a Disclosure Statement, you may obtain a copy from IKON Document Services, 901 North Market Street, Suite 718, Wilmington, Delaware 19801, Telephone (302) 777-4500, Fax (302) 777-5155. Court approval of the Disclosure Statement does not indicate approval of the Plan by the Court.

You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. If you hold claims or equity interests in more than one class, you should use appropriate Ballots for each class in which you are entitled to vote.

If your Ballot is not received by your record holder from whom you received this Ballot, your vote will not count as either an acceptance or rejection of the Plan. If the Plan is confirmed by the Bankruptcy Court it will be binding on you whether or not you vote.

Sample "Solicitation Package" 379

FOR THE DISTRICT OF DELAWARE

Stuart Entertainment, Inc. (the "Debtor") filed its Joint Plan of Reorganization on October 12, 1999 (the "Plan"). The Bankruptcy Court has approved a disclosure statement with respect to the Plan (the "Disclosure Statement"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. You should have received a copy of the Disclosure Statement with this Ballot, but if you do not have a Disclosure Statement, you may obtain a copy from IKON Document Services, 901 N. Market Street, Suite 718, Wilmington, DE 19801, Phone (302) 777-4500, Fax (302) 777-5155. Court approval of the Disclosure Statement does not indicate approval of the Plan by the Court.

You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. If you hold claims or equity interests in more than one class, you should use appropriate Ballots for each class in which you are entitled to vote.

If your Ballot is not received by the Voting Agent at the address below on or before 4:00 p.m. Eastern time on November 26, 1999, and such deadline is not extended by order of the Bankruptcy Court, your vote will not count as either an acceptance or rejection of the Plan. If the Plan is confirmed by the Bankruptcy Court it will be binding on you whether or not you vote.

This Master Ballot is being sent to, and should be used by, banks, brokers, authorized agents, or other nominees of beneficial owners of the Notes (as defined in the Plan). This Green Master Ballot B-1 should only be used if you are solely the holder of record of Notes and NOT the beneficial owner. If you are BOTH the record owner and beneficial owner of Notes, you should use the Blue Ballot B-3. If you are solely the beneficial owner of Notes, but not a record owner, you should use the Yellow Ballot B-2 and return it to your record owner, NOT the Voting Agent.

By signing this Master Ballot, the undersigned certifies that it is the record or registered owner as of October 27, 1999 of $ _________________ in principal amount of Notes, for which voting instructions have been received from the beneficial owners, for whom the undersigned owns Notes

Executive Guide to Corporate Bankruptcy

in its name as listed below. The undersigned certifies that the following beneficial owners of Notes, as identified by their respective customer account numbers or the respective sequence numbers set forth below, have delivered to the undersigned Ballots casting votes, and that the undersigned has accurately transcribed the information below from each such Ballot. (Indicate the aggregate amount of Notes for each respective account under the appropriate column and use additional sheets of paper if necessary):

NOTE: Beneficial owners of Notes may not split their votes on the Plan. Thus, if you are submitting a vote with respect to any Notes that are beneficially owned, such beneficial owner MUST vote all of its Notes in the same manner (i.e., all "accept" or all "reject"). You must indicate the Small Noteholder Election from each Yellow Ballot B-2 on the chart above. If no Noteholder Election is indicated on a Yellow Ballot B-2, insert "Cash" in the Noteholder Election column and row corresponding to that beneficial holder.

This Master Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan. Accordingly, no certificates representing Notes should be surrendered at this time.

YOU MUST DELIVER A YELLOW BALLOT B-2 TO EACH BENEFICIAL OWNER OF NOTES AND TAKE ANY ACTION REQUIRED TO ENABLE EACH SUCH BENEFICIAL OWNER TO VOTE ITS AGGREGATE AMOUNT OF ITS NOTES TO ACCEPT OR REJECT THE PLAN. WITH REGARD TO EACH YELLOW BALLOT B-2 RETURNED TO YOU, YOU MUST (A) RETAIN SUCH YELLOW BALLOT B-2 IN YOUR FILES AND TRANSFER THE REQUESTED INFORMATION FROM SUCH BALLOT ONTO THIS GREEN MASTER BALLOT B-1, (B) EXECUTE THE GREEN MASTER BALLOT B-1, AND (C) ARRANGE FOR DELIVERY OF SUCH GREEN MASTER BALLOT B-1 TO THE VOTING AGENT

Sample "Solicitation Package" 379

INDICATED BELOW.

No fees, commissions, or other remuneration will be payable to any broker, dealer, or other person for soliciting Ballots from beneficial owners. Nothing in this Ballot or in the enclosed documents constitutes an appointment of you or any other person as the agent of the Debtor, or authorizes you or any other person to use any document or make any statement on behalf of any of the Debtor with respect to the Plan, except for the statements contained in the enclosed documents themselves.

Executive Guide to Corporate Bankruptcy

FOR THE DISTRICT OF DELAWARE

Stuart Entertainment, Inc. (the "Debtor") filed its Plan of Reorganization on October 12, 1999 (the "Plan"). The Bankruptcy Court has approved a disclosure statement with respect to the Plan (the "Disclosure Statement"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. You should have received a copy of the Disclosure Statement with this Ballot, but if you do not have a Disclosure Statement, you may obtain a copy from IKON Document Services, 901 N. Market Street, Suite 718, Wilmington, DE 19801, Phone (302) 777-4500, Fax (302) 777-5155. Court approval of the Disclosure Statement does not indicate approval of the Plan by the Court.

You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. If you hold claims or equity interests in more than one class, you should use appropriate Ballots for each class in which you are entitled to vote.

If your Ballot is not received by your record holder from whom you received this Ballot, your vote will not count as either an acceptance or rejection of the Plan. If the Plan is confirmed by the Bankruptcy Court it will be binding on you whether or not you vote.

Use this Yellow Ballot B-2 ONLY if you are SOLELY the beneficial owner of Notes (as defined in the Plan) and not the record owner of Notes. Once fully completed, RETURN THIS YELLOW BALLOT B-2 TO YOUR RECORD OWNER FROM WHOM YOU RECEIVED IT. If you are BOTH the record owner AND the beneficial owner of Notes, use the Blue Ballot B-3. If you are SOLELY the record owner and NOT the beneficial owner of Notes, use the Green Master Ballot B-1.

Indicate your Noteholder Election below. A Noteholder Election is an election by a holder of a claim in Class 4 (a claim based on ownership of Notes) to receive a cash payment on account of such claim (the "Cash

Sample "Solicitation Package" 379

Payment Option" under the Plan) rather than to receive a distribution of New Common Stock. If you do not indicate a Noteholder Election on this Ballot, you will be deemed to have accepted the Cash Payment Option.

Executive Guide to Corporate Bankruptcy

FOR THE DISTRICT OF DELAWARE

Stuart Entertainment, Inc. (the "Debtor") filed its Plan of Reorganization on October 12, 1999 (the "Plan"). The Bankruptcy Court has approved a disclosure statement with respect to the Plan (the "Disclosure Statement"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. You should have received a copy of the Disclosure Statement with this Ballot, but if you do not have a Disclosure Statement, you may obtain a copy from IKON Document Services, 901 N. Market Street, Suite 718, Wilmington, DE 19801, Phone (302) 777-4500, Fax (302) 777-5155. Court approval of the Disclosure Statement does not indicate approval of the Plan by the Court.
You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. If you hold claims or equity interests in more than one class, you should use appropriate Ballots for each class in which you are entitled to vote.

If your Ballot is not received by the VOTING AGENT below on or before 4:00 p.m. Eastern time on November 26, 1999, and such deadline is not extended by order of the Bankruptcy Court, your vote will not count as either an acceptance or rejection of the Plan. If the Plan is confirmed by the Bankruptcy Court it will be binding on you whether or not you vote.

Use this Blue Ballot B-3 ONLY if you are BOTH the beneficial owner AND record owner of Notes (as defined in the Plan). If you are ONLY the beneficial owner and NOT the record owner of Notes, use the Yellow Ballot B-2 and RETURN IT TO YOUR RECORD OWNER. If you are SOLELY the record owner and NOT the beneficial owner of Notes, use the Green Master Ballot B-1.

Indicate your Noteholder Election below. A Noteholder Election is an election by a holder of a claim in Class 4 (a claim based on ownership of Notes) to receive a cash payment on account of such claim (the "Cash Payment Option" under the Plan) rather than to receive a distribution of New Common Stock. If you do not indicate a Noteholder Election on this Ballot, you will be deemed to have accepted the Cash Payment .

Sample "Solicitation Package" 379

Executive Guide to Corporate Bankruptcy

FOR THE DISTRICT OF DELAWARE

Stuart Entertainment, Inc. (the "Debtor") filed its Plan of Reorganization on October 12, 1999 (the "Plan"). The Bankruptcy Court has approved a disclosure statement with respect to the Plan (the "Disclosure Statement"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. You should have received a copy of the Disclosure Statement with this Ballot, but if you do not have a Disclosure Statement, you may obtain a copy from IKON Document Services, 901 N. Market Street, Suite 718, Wilmington, DE 19801, Phone (302) 777-4500, Fax (302) 777-5155. Court approval of the Disclosure Statement does not indicate approval of the Plan by the Court.
You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. If you hold claims or equity interests in more than one class, you should use appropriate Ballots for each class in which you are entitled to vote.

If your Ballot is not received by the VOTING AGENT below on or before 4:00 p.m. Eastern time on November 26, 1999, and such deadline is not extended by order of the Bankruptcy Court, your vote will not count as either an acceptance or rejection of the Plan. If the Plan is confirmed by the Bankruptcy Court it will be binding on you whether or not you vote.

You must vote all of your Claims within a single Class under the Plan to either accept or reject the Plan. You may not vote certain of your Claims to accept the Plan and other of your Claims to reject the Plan. A Ballot that partially rejects and partially accepts the Plan will be counted as an acceptance for all Claims represented by the Ballot.

Sample "Solicitation Package" 379

Executive Guide to Corporate Bankruptcy

FOR THE DISTRICT OF DELAWARE

Stuart Entertainment, Inc. (the "Debtor") filed its Plan of Reorganization on October 12, 1999 (the "Plan"). The Bankruptcy Court has approved a disclosure statement with respect to the Plan (the "Disclosure Statement"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. You should have received a copy of the Disclosure Statement with this Ballot, but if you do not have a Disclosure Statement, you may obtain a copy from IKON Document Services, 901 N. Market Street, Suite 718, Wilmington, DE 19801, Phone (302) 777-4500, Fax (302) 777-5155. Court approval of the Disclosure Statement does not indicate approval of the Plan by the Court.

You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. If you hold claims or equity interests in more than one class, you should use appropriate Ballots for each class in which you are entitled to vote.
If your Ballot is not received by the VOTING AGENT below on or before 4:00 p.m. Eastern time on November 26, 1999, and such deadline is not extended by order of the Bankruptcy Court, your vote will not count as either an acceptance or rejection of the Plan. If the Plan is confirmed by the Bankruptcy Court it will be binding on you whether or not you vote.

You must vote all of your Claims within a single Class under the Plan to either accept or reject the Plan. You may not vote certain of your Claims to accept the Plan and other of your Claims to reject the Plan. A Ballot that partially rejects and partially accepts the Plan will be counted as an acceptance for all Claims represented by the Ballot.

Sample "Solicitation Package" 379

Executive Guide to Corporate Bankruptcy

FOR THE DISTRICT OF DELAWARE

Stuart Entertainment, Inc. (the "Debtor") filed its Plan of Reorganization on October 12, 1999 (the "Plan"). The Bankruptcy Court has approved a disclosure statement with respect to the Plan (the "Disclosure Statement"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. You should have received a copy of the Disclosure Statement with this Ballot, but if you do not have a Disclosure Statement, you may obtain a copy from IKON Document Services, 901 N. Market Street, Suite 718, Wilmington, DE 19801, Phone (302) 777-4500, Fax (302) 777-5155. Court approval of the Disclosure Statement does not indicate approval of the Plan by the Court.

You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. If you hold claims or equity interests in more than one class, you should use appropriate Ballots for each class in which you are entitled to vote.

If your Ballot is not received by the Voting Agent on or before 4:00 p.m. Eastern time on November 26, 1999, and such deadline is not extended by order of the Bankruptcy Court, your vote will not count as either an acceptance or rejection of the Plan. If the Plan is confirmed by the Bankruptcy Court it will be binding on you whether or not you vote.
This White Master Ballot is being sent to, and should be used by, banks, brokers, authorized agents, or other nominees of beneficial owners of Equity Interests (as defined in the Plan). This White Master Ballot E-1 should only be used if you are solely the holder of record of Equity Interests and NOT the beneficial owner. If you are BOTH the record owner and beneficial owner of Equity Interests, you should use the Orange Ballot E-3. If you are solely the beneficial owner of Equity Interests, but not a record owner, you should use the Pink Ballot E-2 and return it to your record owner, NOT the VOTING AGENT.

By signing this White Master Ballot, the undersigned certifies that it is the record or registered owner as of October 27, 1999 of ________________ shares of Old Common Stock, for which voting instructions have been

Sample "Solicitation Package" 379

received from the beneficial owners, for whom the undersigned owns Equity Interests in its name as listed below. The undersigned certifies that the following beneficial owners of Equity Interests, as identified by their respective customer account numbers or the respective sequence numbers set forth below, have delivered to the undersigned Ballots casting votes, and that the undersigned has accurately transcribed the information below from each such Ballot. (Indicate the aggregate amount of shares for each respective account under the appropriate column and use additional sheets of paper if necessary):

NOTE: Beneficial owners of Equity Interests may not split their votes on the Plan. Thus, if you are submitting a vote with respect to any shares that are beneficially owned, such beneficial owner MUST vote all of its shares in the same manner (i.e., all "accept" or all "reject").

This White Master Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan. Accordingly, no certificates representing Equity Interests should be surrendered at this time.

YOU MUST DELIVER A PINK BALLOT E-2 TO EACH BENEFICIAL OWNER OF EQUITY INTERESTS AND TAKE ANY ACTION REQUIRED TO ENABLE EACH SUCH BENEFICIAL OWNER TO VOTE ITS AGGREGATE SHARES TO ACCEPT OR REJECT THE PLAN. WITH REGARD TO EACH PINK BALLOT E-2 RETURNED TO YOU, YOU MUST (A) RETAIN SUCH PINK BALLOT E-2 IN YOUR FILES AND TRANSFER THE REQUESTED INFORMATION FROM SUCH BALLOT ONTO THIS WHITE MASTER BALLOT E-1, (B) EXECUTE THE WHITE MASTER BALLOT E-1, AND (C) ARRANGE FOR DELIVERY OF SUCH WHITE MASTER BALLOT E-1 TO THE VOTING AGENT INDICATED BELOW.

No fees, commissions, or other remuneration will be payable to any broker, dealer, or other person for soliciting Ballots from beneficial owners.

Executive Guide to Corporate Bankruptcy

Nothing in this Ballot or in the enclosed documents constitutes an appointment of you or any other person as the agent of the Debtor, or authorizes you or any other person to use any document or make any statement on behalf of any of the Debtor with respect to the Plan, except for the statements contained in the enclosed documents themselves.

Sample "Solicitation Package" 379

FOR THE DISTRICT OF DELAWARE

Stuart Entertainment, Inc. (the "Debtor") filed its Plan of Reorganization on October 12, 1999 (the "Plan"). The Bankruptcy Court has approved a disclosure statement with respect to the Plan (the "Disclosure Statement"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. You should have received a copy of the Disclosure Statement with this Ballot, but if you do not have a Disclosure Statement, you may obtain a copy from IKON Document Services, 901 N. Market Street, Suite 718, Wilmington, DE 19801, Phone (302) 777-4500, Fax (302) 777-5155. Court approval of the Disclosure Statement does not indicate approval of the Plan by the Court.

You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. If you hold claims or equity interests in more than one class, you should use appropriate Ballots for each class in which you are entitled to vote.

If your Ballot is not received by your record holder from whom you received this Ballot, your vote will not count as either an acceptance or rejection of the Plan. If the Plan is confirmed by the Bankruptcy Court it will be binding on you whether or not you vote.

Use this Pink Ballot E-2 ONLY if you are SOLELY the beneficial owner of Equity Interests (as defined in the Plan) and not the record owner of Equity Interests. Once fully completed, RETURN THIS PINK BALLOT E-2 TO YOUR RECORD OWNER FROM WHOM YOU RECEIVED IT. If you are BOTH the record owner AND the beneficial owner of Equity Interests, use the Orange Ballot E-3. If you are SOLELY the record owner and NOT the beneficial owner of Notes, use the White Master Ballot E-1.

Executive Guide to Corporate Bankruptcy

Sample "Solicitation Package" 379

FOR THE DISTRICT OF DELAWARE

Stuart Entertainment, Inc. (the "Debtor") filed its Plan of Reorganization on October 12, 1999 (the "Plan"). The Bankruptcy Court has approved a disclosure statement with respect to the Plan (the "Disclosure Statement"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. You should have received a copy of the Disclosure Statement with this Ballot, but if you do not have a Disclosure Statement, you may obtain a copy from IKON Document Services, 901 N. Market Street, Suite 718, Wilmington, DE 19801, Phone (302) 777-4500, Fax (302) 777-5155. Court approval of the Disclosure Statement does not indicate approval of the Plan by the Court.

You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. If you hold claims or equity interests in more than one class, you should use appropriate Ballots for each class in which you are entitled to vote.

If your Ballot is not received by the Voting Agent below on or before 4:00 p.m. Eastern time on November 26, 1999, and such deadline is not extended by order of the Bankruptcy Court, your vote will not count as either an acceptance or rejection of the Plan. If the Plan is confirmed by the Bankruptcy Court it will be binding on you whether or not you vote.

Use this Orange Ballot E-3 ONLY if you are BOTH the beneficial owner AND record owner of Equity Interests (as defined in the Plan). If you are ONLY the beneficial owner and NOT the record owner of Equity Interests, use the Pink Ballot E-2 and RETURN IT TO YOUR RECORD OWNER. If you are SOLELY the record owner and NOT the beneficial owner, use the White Master Ballot E-1.

Executive Guide to Corporate Bankruptcy

Sample "Solicitation Package" 379

FOR THE DISTRICT OF DELAWARE

Stuart Entertainment, Inc. (the "Debtor") filed its Plan of Reorganization on October 12, 1999 (the "Plan"). The Bankruptcy Court has approved a disclosure statement with respect to the Plan (the "Disclosure Statement"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. You should have received a copy of the Disclosure Statement with this Ballot, but if you do not have a Disclosure Statement, you may obtain a copy from IKON Document Services, 901 N. Market Street, Suite 718, Wilmington, DE 19801, Phone (302) 777-4500, Fax (302) 777-5155. Court approval of the Disclosure Statement does not indicate approval of the Plan by the Court.

You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. If you hold claims or equity interests in more than one class, you should use appropriate Ballots for each class in which you are entitled to vote.

If your Ballot is not received by the Voting Agent below on or before 4:00 p.m. Eastern time on November 26, 1999, and such deadline is not extended by order of the Bankruptcy Court, your vote will not count as either an acceptance or rejection of the Plan. If the Plan is confirmed by the Bankruptcy Court it will be binding on you whether or not you vote.

You must vote all of your Claims within a single Class under the Plan to either accept or reject the Plan. You may not vote certain of your Claims to accept the Plan and other of your Claims to reject the Plan. A Ballot that partially rejects and partially accepts the Plan will be counted as an acceptance for all Claims represented by the Ballot.

Executive Guide to Corporate Bankruptcy