POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Glenn P. Dickes, Terry C. Bridges 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 the Registration Statement
on Form S-1 (the "Registration Statement") of Coleman Escrow Corp. and Coleman
Worldwide Corporation (together, the "Registrants") under the Securities Act of
1933, as amended (the "Securities Act"), including, without limiting the
generality of the foregoing, to sign the Registration Statement in the name and
on behalf of the Registrants or on behalf of the undersigned as a director or
officer of either or both of the Registrants, to sign any amendments and
supplements relating thereto (including post-effective amendments) under the
Securities Act and to sign any instrument, contract, document or other writing
of or in connection with the Registration Statement and any amendments and
supplements thereto (including post-effective amendments) 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 HEREOF, the undersigned has signed these presents
this 12th day of June, 1997.



                                                 /s/ Howard Gittis
                                                 -----------------------
                                                  Howard Gittis