<PAGE>   1
                                                                   EXHIBIT 10.49


                   CERTIFICATION OF RESOLUTION OF CORPORATION
                   AUTHORITY TO BORROW AND PLEDGE COLLATERAL


     I  hereby   certify  that I am  the duly  elected and qualified
Treasurer  and keeper  of the records  and corporate  seal of Epco
Manufacturing, Inc.,  a New York corporation (the  "Corporation"), and that the
following is  a true and complete copy of a  resolution  duly  adopted  at a
meeting  of  the  Board of  Directors  of  the Corporation, held on   July 18,
1995  in accordance with law, and the by-laws  of the  Corporation, and  that
such  resolution is  still in  full force and effect  and shall  remain in full
force and  effect until  Standard Federal  Bank is notified, in writing, as
hereinafter provided.

     "RESOLVED, That the  persons whose  names, titles and  signatures appear
below, all of whom are presently officers of this  corporation ("Officer(s)"),
or any one of them, are hereby authorized  for and on behalf  of this
corporation to  negotiate and procure  loans  and other  financial
accommodations  from  or assume  indebtedness to Standard Federal  Bank, a
federal savings  bank ("Standard  Federal"), from time  to time  as they may
deem necessary,  to grant mortgages upon  and security interests in and to
pledge to  Standard Federal at any time the receivables,  stocks, bonds, other
personal  property, life  insurance,  or any  real  property of  this
corporation as security  for   any  such   loans,   financial  accommodations
or  assumptions   of indebtedness, to discount with Standard Federal bills
receivable and any other paper held by this corporation without limit as to
amount and to sign all notes and  other evidences  of such  loans, financial
accommodations or  assumptions of indebtedness, all instruments of pledge,
assignment or lien, and to endorse and  transfer all paper discounted.

     "RESOLVED FURTHER,  that Standard Federal  is hereby authorized  and
directed to pay  the  proceeds  of   any  such  loan,  financial
accommodation,   assumption  of indebtedness or  discount  as  directed by  the
Officers signing  such  instruments, whether  or not payable to  the order of
any Officer so signing,  and whether or not such proceeds are deposited  to the
individual credit of the Officers  so signing, or to the individual credit of
any of the other Officers.

     "RESOLVED FURTHER,  Standard Federal shall  be fully protected  in relying
on  a certification of these  resolutions by an officer  of this corporation,
and  shall be indemnified for  any claims,  expenses, or loss  resulting from
the honoring of  any signature hereby  certified, or  refusing to  honor any
signature  not so  certified.  Notwithstanding any modification or termination
of the power of any Officer  or other person to represent  the corporation,
and notwithstanding any  other notice  thereof Standard  Federal may receive,
these resolutions  shall continue  in force  and bind this  corporation or its
successors,  and Standard Federal  may recognize the present Officers of  this
corporation as  set  forth below,  as  authorized to  act  for  it hereunder,
until Standard Federal receives
<PAGE>   2

notice to  the contrary either  by first class  mail addressed to:   Standard
Federal Bank,  Commercial Loan Department, 2600  West Big Beaver  Road, Troy,
Michigan 48084, or by actual  delivery to Standard Federal Bank, Commercial
Loan Department.  Receipt of such notice shall not affect any action taken by
Standard Federal prior thereto.

TITLE             NAME                     SIGNATURE

President                                                       
                  ---------------------    ---------------------

Vice President                                                  
                  ---------------------    ---------------------

Secretary                                                       
                  ---------------------    ---------------------

Treasurer         E. James Zabinski                             
                  ---------------------    ---------------------

Chairman of
 the Board                                                      
-----------       ----------------------   ---------------------



     I  further certify  that the  above resolutions  contain the  titles,
names and genuine  signatures of  the present  Officers of  the Corporation
authorized by  the above resolution.


     IN  WITNESS WHEREOF, I  E. James  Zabinski have  hereunto subscribed my
name as Treasurer and have affixed the seal of this Corporation on 
July 18, 1995.




                                           CORPORATE
                                           SEAL


                                                                 
                                           ----------------------
                                           (Secretary or Other
                                           Certifying Officer)





                                      -2-