SECURED PROMISSORY NOTE

$1,856,713                                                     November 30, 1998

                  FOR VALUE RECEIVED, Michael M. Sachs, an individual ("Payor"),
hereby  promises  to pay to the order of  Commercial  Assets,  Inc.,  a Maryland
corporation ("Payee"),  the principal sum of One Million Eight Hundred Fifty Six
Thousand Seven Hundred  Thirteen  Dollars  ($1,856,713),  together with interest
accruing  from the date hereof on the unpaid  principal  balance  hereunder at a
rate of interest  per annum  equal to (a) 8% from the date of this Note  through
May 31, 1999;  (b) 9% during the period from June 1, 1999  through  November 30,
1999;  (c) 10% during the period from December 1, 1999 through May 31, 2000; (d)
11% during the period from June 1, 2000 through  November 30, 2000;  and (e) 12%
during the period  from  December 1, 2000 until the  principal  is paid in full.
Principal and interest shall be payable in installments as set forth on Schedule
A hereto.  Payments  shall first be applied to accrued and unpaid  interest  and
thereafter to principal until the principal and interest due hereunder have been
paid in full; provided,  however,  that all principal and interest due hereunder
shall be paid in full not later than August 31, 2000.

                  This  Note may be  prepaid  in whole or in part at any time or
from time to time at the option of Payor  without  any penalty  whatsoever.  All
prepayments  shall be first  applied  to  accrued  interest  on the date of such
prepayment.  The amount of any  prepayment in excess of the accrued  interest on
the date of such prepayment shall be applied to reduce the principal balance due
hereunder.

                  The  principal  amount of this Note and all accrued and unpaid
interest  thereon  and each  installment  thereof  shall be due and  payable  as
provided  above and in  Schedule  A,  without  presentment,  demand,  protest or
further  notice  (including,   without  limitation,  any  notice  of  intent  to
accelerate  or notice of  acceleration),  all of which  Payor  hereby  expressly
waives.  Any payment otherwise due hereunder on a day that is not a business day
shall be due and payable on the next  succeeding  business  day. For purposes of
this Note,  "business day" means any day on which banks in Colorado are open for
business.

                  If any Event of Default occurs  hereunder,  then Payee may, by
written  notice to Payor,  declare  the entire  principal  of and all unpaid and
accrued  interest  on this Note to be, and this Note shall upon  receipt of that
notice become  immediately and  automatically  due and payable in full,  without
presentment,  demand, protest or further notice (including,  without limitation,
any  notice of intent to  accelerate  or notice of  acceleration),  all of which
Payor hereby expressly waives; except that this Note will immediately become due
and payable in full upon the  occurrence  of an Event of Default as described in
clauses  (iii)-(vi)  below without the need for any notice of default from Payee
to Payor. For purposes hereof, an "Event of Default" shall be deemed to occur if
(i) Payor fails to make any  scheduled  payment of  principal or interest on the
date that payment is due  hereunder  and fails to cure that default  within five
business days; (ii) Westrec Marina Management Inc. ("Westrec") fails to make any
payment, or to perform any obligation,  when due under that certain Put and Call
Agreement,  dated as of the date hereof, between Westrec,  Payee, and Michael M.
Sachs, an individual;  (iii) either Payor or Westrec makes an assignment for the



<PAGE>

benefit of  creditors;  (iv) an order for relief with respect to either Payor or
Westrec is entered under the United States Bankruptcy Code; (v) Payor or Westrec
commences any  proceedings  relating to Payor or Westrec  under any  bankruptcy,
reorganization,  arrangement,  insolvency,  readjustment of debt, dissolution or
liquidation  law of any  jurisdiction;  (vi) any such  proceeding  is  commenced
against Payor or Westrec and either (A) Payor or Westrec (as the case may be) by
any act indicates its approval thereof,  consent thereto or acquiescence therein
or (B) the proceeding is not dismissed within 90 days, (vii) Westrec  Financial,
Inc.  ("Westrec  Financial") makes any distribution to its stockholders which is
out  of  the  ordinary  course  of  its  business,   except  to  the  extent  of
distributions of up to two times the aggregate amount of the principal  payments
theretofore made under this Note, (viii) Westrec Financial incurs any additional
indebtedness,  other than  indebtedness  incurred in the ordinary  course of its
business,  or (ix) Westrec  Financial  sells,  transfers or otherwise  conveys a
material  amount of its  assets  for  consideration  which is less than the fair
market  value of such  assets (or a  subsidiary  of Westrec  Financial  sells an
amount of its assets which is material to Westrec  Financial  for  consideration
which is less than the fair market value of such assets),

                  If Payor fails to pay any amount due under this Note when due,
Payor promises and agrees to pay, on demand, all costs of collection  including,
without limitation, all attorneys' fees and expenses incurred by Payee.

                  This Note is  secured  pursuant  to a Stock  Pledge  Agreement
dated on or about the date hereof between Payor and Payee.

                  Payor  agrees  to  pay  all  costs  and  expenses,   including
reasonable  attorneys' fees, incurred by Payee upon the failure by Payor to make
any payment when due.

                  Nothing  contained in this Note or in any  agreements  between
Payor and Payee  shall be deemed to require  the payment by Payor of interest on
the indebtedness  evidenced by this Note in excess of the amount which Payee may
lawfully  contract to charge under applicable usury and other laws (the "Maximum
Legal Rate").  This Note is expressly limited so that in no contingency or event
shall the amount paid or agreed to be paid to Payee for the use,  forbearance or
detention of money to be loaned  hereunder  exceed the Maximum  Legal Rate.  If,
under any circumstance whatsoever,  the fulfillment of any obligation under this
Note shall involve  exceeding the Maximum Legal Rate,  then the obligation to be
fulfilled  by Payor shall be reduced the  minimum  amount  required so that such
obligation shall not exceed the Maximum Legal Rate. This paragraph shall control
every other  provision of this Note and all other  agreements  between Payor and
Payee deemed to pertain to this Note.

                  No failure to exercise and no delay in  exercising  any right,
power or privilege  hereunder shall operate as a waiver  thereof,  nor shall any
single or partial exercise or any right,  power or privilege  hereunder preclude
any other right, power or privilege.

                  This  Note  is  non-negotiable  and  shall  inure  only to the
benefit of Payee, any successor  entity of Payee, and any corporation,  trust or
other entity controlled by Payee to which this Note is transferred or assigned.

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<PAGE>

                  This  Note has been  executed  and  delivered  in the State of
California  and shall be governed by and construed in  accordance  with the laws
thereof, without giving effect to conflicts of laws provisions.



                                              /s/ Michael M. Sachs
                                              -------------------------------
                                              Michael M. Sachs


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<PAGE>


                                   Schedule A

                              Payments of Principal

<TABLE>
<CAPTION>


     Payment           Interest                            Interest           Principal
       Date              Rate            Payment             Paid                Paid                Balance
       ----              ----            -------             ----                ----                -------
<S>                      <C>            <C>                <C>                 <C>                <C>         
                                                                                                 $1,856,713.00

Dec. 31, 1998            8.00%          $26,563.00         $12,378.00          $14,185.00         1,842,528.00

Jan. 31, 1999            8.00%           26,564.00          12,284.00           14,280.00         1,828,248.00

Feb. 28, 1999            8.00%           26,563.00          12,188.00           14,375.00         1,813,872.00

Mar. 31, 1999            8.00%           26,563.00          12,092.00           14,471.00         1,799,401.00

Apr. 30, 1999            8.00%           26,564.00          11,996.00           14,568.00         1,784,834.00

May 31, 1999             8.00%           26,564.00          11,899.00           14,663.00         1,770,169.00

June 30, 1999            9.00%          104,884.00          13,276.00           91,608.00         1,678,561.00

July 31, 1999            9.00%          104,321.00          12,589.00           91,732.00         1,586,829.00

Aug. 31, 1999            9.00%          103,759.00          11,901.00           91,858.00         1,494,971.00

Sept. 30, 1999           9.00%          103,196.00          11,212.00           91,984.00         1,402,987.00

Oct. 31, 1999            9.00%          102,634.00          10,522.00           92,112.00         1,310,876.00

Nov. 30, 1999            9.00%          102,072.00           9,832.00           92,240.00         1,218,636.00

Dec 31, 1999            10.00%          149,454.00          10,155.00          139,299.00         1,079,336.00

Jan.  31, 1999          10.00%          148,454.00           8,994.00          139,460.00           939,877.00

Feb. 28, 2000           10.00%          147,454.00           7,832.00          139,622.00           800,254.00

Mar. 31, 2000           10.00%          146,455.00           6,669.00          139,786.00           660,469.00

Apr. 30, 2000           10.00%          145,455.00           5,504.00          139,951.00           520,518.00

May 31, 2000            10.00%          144,455.00           4,338.00          140,117.00           380,401.00

June 30, 2000           11.00%          145,800.00           3,487.00          142,313.00           238,089.00

July 31, 2000           11.00%          144,699.00           2,182.00          142,517.00            95,571.00

Aug. 31, 2000           11.00%           96,447.00             876.00           95,571.00                 0.00
                                      ------------        -----------        ------------        -------------

TOTAL                                $2,048,920.00        $192,206.00       $1,856,714.00                $0.00



</TABLE>



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