MELLON PARTICIPATING MORTGAGE TRUST
                       COMMERCIAL PROPERTIES SERIES 85/10

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

/s/ Martin H. Petersen
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Martin H. Petersen

/s/ Stephanie A. Reed
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Stephanie A. Reed

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

/s/ Phill D. Greenblatt
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Phill D. Greenblatt