<PAGE>
                                  POWER OF ATTORNEY


          KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Paul E. Shapiro, Steven R. Isko, Lynn E.
Feldkamp, Karen Clark and Joram C. Salig or any of them, each acting alone, his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, in connection
with CLN HOLDINGS INC. (the "Corporation") Annual Report on Form 10-K for the
year ended December 31, 1997 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the foregoing, to sign
the Form 10-K in the name of and on behalf of the Corporation or on behalf of
the undersigned as a director or officer of the Corporation, and any amendments
to the Form 10-K and any instrument, contract, document or other writing, of or
in connection with the Form 10-K or amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith,
including this power of attorney, with the Securities and Exchange Commission
and any applicable securities exchange or securities self-regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has signed these presents this
18th day of March, 1998.


                                                   Ronald O. Perelman
                                                   ----------------------
                                                   Ronald O. Perelman


<PAGE>
                              POWER OF ATTORNEY
                                       

          KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Paul E. Shapiro, Steven R. Isko, Lynn E.
Feldkamp, Karen Clark and Joram C. Salig or any of them, each acting alone, his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, in connection
with CLN HOLDINGS INC. (the "Corporation") Annual Report on Form 10-K for the
year ended December 31, 1997 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the foregoing, to sign
the Form 10-K in the name of and on behalf of the Corporation or on behalf of
the undersigned as a director or officer of the Corporation, and any amendments
to the Form 10-K and any instrument, contract, document or other writing, of or
in connection with the Form 10-K or amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith,
including this power of attorney, with the Securities and Exchange Commission
and any applicable securities exchange or securities self-regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has signed these presents this
18th day of March, 1998.


                                                   Howard Gittis
                                                   ----------------------
                                                   Howard Gittis


<PAGE>
                              POWER OF ATTORNEY
                                       

          KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Paul E. Shapiro, Steven R. Isko, Lynn E.
Feldkamp, Karen Clark and Joram C. Salig or any of them, each acting alone, his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, in connection
with CLN HOLDINGS INC. (the "Corporation") Annual Report on Form 10-K for the
year ended December 31, 1997 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the foregoing, to sign
the Form 10-K in the name of and on behalf of the Corporation or on behalf of
the undersigned as a director or officer of the Corporation, and any amendments
to the Form 10-K and any instrument, contract, document or other writing, of or
in connection with the Form 10-K or amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith,
including this power of attorney, with the Securities and Exchange Commission
and any applicable securities exchange or securities self-regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has signed these presents this
18th day of March, 1998.


                                                   Irwin Engelman
                                                   ----------------------
                                                   Erwin Engelman