<PAGE>
 
                               POWER OF ATTORNEY
 
  The undersigned certifies that he is an Officer of IKON Capital, Inc. ("IKON
Capital").
 
  The undersigned hereby appoints each of O. Gordon Brewer, Jr., Michael J.
Dillon and Robert M. Kearns as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing report under the
Securities Act of 1934 and all amendments for filing with the Securities and
Exchange Commission ("SEC"), and to do all such other acts and execute all
such other documents which said attorneys-in-fact may deem necessary or
desirable.
 
  Dated this 30th day of December, 1996.
 
                                                  /s/ Richard P. Maier
                                          _____________________________________
<PAGE>
 
                               POWER OF ATTORNEY
 
  The undersigned certifies that he is the sole Director of IKON Capital, Inc.
("IKON Capital").
 
  The undersigned hereby appoints each of O. Gordon Brewer, Jr., Michael J.
Dillon and Robert M. Kearns as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing report under the
Securities Act of 1934 and all amendments for filing with the Securities and
Exchange Commission ("SEC"), and to do all such other acts and execute all
such other documents which said attorneys-in-fact may deem necessary or
desirable.
 
  Dated this 30th day of December, 1996.
 
                                                 /s/ Kurt E. Dinkelacker
                                          _____________________________________
<PAGE>
 
                                 CERTIFICATION
 
  I, Karin M. Kinney, Secretary of IKON Capital, Inc. do hereby certify that
the following resolutions were duly passed by the Board of Directors of the
corporation on November 8, 1996, and that such resolutions are, as of the date
hereof, in full force and effect:
 
    RESOLVED, that each of the officers and directors of the corporation is
  hereby authorized to appoint O. Gordon Brewer, Jr., Michael J. Dillon and
  Robert M. Kearns as his or her attorneys-in-fact on behalf of each of them
  each attorney-in-fact with the power of substitution, to execute on such
  officer's or director's behalf, one or more registration statements and
  annual reports of the corporation for filing with the Securities and
  Exchange Commission ("SEC"), and any and all amendments to said documents
  which said attorney may deem necessary or desirable to enable the
  corporation to register the offering of debt securities and to further
  enable the corporation to file such reports as are necessary under Section
  13 or 15(d) of the Securities Exchange Act of 1934 and such other documents
  as are necessary to comply with all rules, regulations or requirements of
  the SEC in respect thereto; and
 
    FURTHER RESOLVED, that any officer of the corporation is hereby
  authorized to do and perform, or cause to be done or performed, any and all
  things and to execute and deliver any and all agreements, certificates,
  undertakings, documents or instruments necessary or appropriate in order to
  carry out the purpose and intent of the foregoing resolutions.
 
  IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of December,
1996.
 
 
 
                                                   /s/ Karin M. Kinney
                                          _____________________________________