Exhibit B


         Attached hereto is a true and correct copy of a Power of Attorney given
by each of the persons signatory thereto.


                                                      /s/Mona Patel
                                                      -------------
                                                         Mona Patel



                                POWER OF ATTORNEY


         Each of the  undersigned,  being a Director  and  officer of  Airplanes
Limited,  hereby  individually  appoints  Patrick  Blaney,  John Tierney,  Brian
McLoghlin,  Declan Treacy, Richard Pierce, John Redmond,  Michael Walsh and Rose
Hynes and each of them, acting as an officer of GPA Financial Services (Ireland)
Limited,  as  Administrative  Agent of  Airplanes  Limited,  his true and lawful
attorney-in-fact  and agent  (each an  "Attorney-in-Fact"),  with full  power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
his  capacity as a Director and an officer of  Airplanes  Limited,  to sign each
Report on Form 8-K which will be filed at least monthly, provided that where any
such Report on Form 8-K is required to contain any information in addition to or
other than a copy of the relevant  monthly  report to certificate  holders,  the
contents of such  Report on Form 8-K shall be  notified  to any one  Director of
Airplanes  Limited  prior to the filing  thereof,  each such  Report on Form 8-K
containing a monthly  report to  certificate  holders to be filed  monthly on or
about the 15th day of each month and each  other  Report on Form 8-K to be filed
within the time  prescribed  by the SEC upon the  occurrence  of certain  events
listed  in the SEC  rules  and  regulations  with the  Securities  and  Exchange
Commission (the "SEC") and any amendments thereto, and to file the same with any
exhibits  thereto and any other documents in connection  therewith with the SEC,
granting unto said  Attorney-in-Fact  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  Attorney-in-Fact,   or  his
substitute, may lawfully do or cause to be done by virtue hereof.



         IN WITNESS  WHEREOF,  each of the  undersigned has caused this Power of
Attorney to be duly executed and delivered on the date indicated below.



Dated: 24 June 1996                                       /s/ Roy M. Dantzic
                                                          ------------------
                                                          Roy M. Dantzic

                                          Witness:        /s/    A.Syvret
                                                          ---------------


Dated: 24 June 1996                                       /s/ William A. Franke
                                                          ---------------------
                                                          William A. Franke

                                          Witness:        /s/ A.Syvret
                                                          ---------------



Dated: 24 June 1996                                       /s/ Hugh R. Jenkins
                                                          -------------------
                                                          Hugh R. Jenkins

                                          Witness:        /s/ A.Syvret
                                                          ---------------



Dated: 24 June 1996                                       /s/ William M. McCann
                                                          ---------------------
                                                          William M. McCann

                                          Witness:        /s/ A.Syvret
                                                          ---------------


Dated: 24 June 1996                                       /s/ Edward J. Hansom
                                                          --------------------
                                                          Edward J. Hansom

                                          Witness:        /s/ A.Syvret
                                                          ---------------