MELLON PARTICIPATING MORTGAGE TRUST
                       COMMERCIAL PROPERTIES SERIES 85/10

                 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
                              DECLARATION OF TRUST


     AMENDMENT  NO. 1 (the  "Amendment")  to the  Second  Amended  and  Restated
Declaration  of Trust  (the  "Declaration  of  Trust")  of MELLON  PARTICIPATING
MORTGAGE TRUST COMMERCIAL  PROPERTIES  SERIES 85/10 (the "Trust") dated February
6, 1985, made at Atlanta,  Georgia this 13th day of March,  1996 by the Board of
Trustees hereunder.

     WHEREAS,  the third  paragraph of Section 1.1 of the  Declaration  of Trust
provides,  among other things,  that upon receipt of a written request by Mellon
Bank Corporation ("Mellon"),  the Trustees shall change the name of the Trust to
a name that does not contain the name "Mellon."

     WHEREAS,  Section 9.3 of the  Declaration of Trust provides that actions by
the Trustees  pursuant to the third  paragraph of Section 1.1 of the Declaration
of Trust  that  result in  amending  the  Declaration  of Trust may be  effected
without the vote or consent of any shareholder of the Trust;

     WHEREAS,  Mellon  has  requested  that  the  Trust no  longer  use the name
"Mellon" in the Trust's name; and

     WHEREAS, the Board of Trustees desires to amend the Declaration of Trust to
change  the  name  of  the  Trust  from  "Mellon  Participating  Mortgage  Trust
Commercial Properties Series 85/10" to "Vinings Investment Properties Trust";

     NOW,  THEREFORE,  the undersigned,  being all the Trustees of the Trust, do
hereby state:

     1. In accordance with Sections 1.1 and 9.3 of the Declaration of Trust,

          (a) The first  sentence of the first  paragraph  of Section 1.1 of the
     Declaration of Trust is hereby amended in its entirety to read as follows:

               "This  Trust  created  by this  Declaration  of Trust  is  herein
          referred  to as the  "Trust"  and shall be known by the name  "Vinings
          Investment Properties Trust."

          (b) All references to "Mellon Participating  Mortgage Trust Commercial
     Properties Series 85/10" (or any similar words) in the Declaration of Trust
     shall  hereafter  be  deemed  to  be  references  to  "Vinings   Investment
     Properties Trust."

     2. This Amendment may executed in separate  counterparts,  each of which so
executed and delivered  shall be an original,  but all such  counterparts  shall
together constitute one and the same instrument.

         EXECUTED as of the 13th day of March, 1996.


   TRUSTEES



 /s/ Peter D. Anzo
 -----------------
 Peter D. Anzo


 /s/ Martin H. Petersen
 ----------------------
 Martin H. Petersen


 /s/ Stephanie A. Reed
 ---------------------
 Stephanie A. Reed


 /s/ Gilbert H. Watts, Jr.
 -------------------------
 Gilbert H. Watts, Jr.


 /s/ Phill D. Greenblatt
 -----------------------
 Phill D. Greenblatt