PUT AND CALL AGREEMENT

         This Put and Call Agreement (this "Agreement") is made and entered into
as of  November  30,  1998  ("Date  of  Grant"),  by and  among  Westrec  Marina
Management, Inc., a California corporation ("Westrec"), Commercial Assets, Inc.,
a Maryland  corporation  ("Purchaser"),  and  Michael M.  Sachs,  an  individual
("Sachs").

         WHEREAS,  Purchaser has purchased  326,740 shares of the Class A Common
Stock of Westrec (the "Class A Shares") and 82,351  shares of the Class B Common
Stock of  Westrec  (the  "Class B  Shares,"  and  collectively  with the Class A
Shares, the "Shares");

         WHEREAS,  Westrec  desires to grant to  Purchaser  an option to sell to
Westrec the Shares in the manner set forth below;

         WHEREAS, Purchaser desires  to grant to Westrec  an option to  purchase
the Shares;

         WHEREAS,  concurrently herewith Sachs is executing and delivering (i) a
Secured Promissory Note payable to Purchaser in payment of certain  indebtedness
previously  incurred (the "Note"),  and (ii) a Stock Pledge  Agreement to secure
Sachs' obligations under the Note and hereunder.

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:

         1.  Grant of Put  Option.  Westrec  hereby  grants  to  Purchaser,  and
Purchaser  hereby accepts,  as of the Date of Grant, on the terms and conditions
hereinafter  set forth,  an option  (the "Put  Option")  to sell to Westrec  the
Shares.

         2. Exercisability of Put Option.  Purchaser may exercise the Put Option
as  follows:  on each of the dates  listed on  Schedule A hereto  (each,  a "Put
Option Exercise Date"),  Purchaser may sell to Westrec the number of Class A and
Class B Shares  appearing  opposite that date, in each case for a price equal to
$6.37 per Share (the "Put Exercise Price").  In addition,  at any time after (i)
the Note  becomes due and payable in full by virtue of having been  accelerated,
(ii)  Westrec has failed to  purchase  timely any Shares  hereunder  as to which
Purchaser  has  delivered  a  Put  Exercise  Notice,  (iii)  Westrec  makes  any
distribution  to its  stockholders  which is out of the  ordinary  course of its
business,   (iv)  Westrec  incurs  any  additional   indebtedness,   other  than
indebtedness  incurred in the ordinary  course of its  business,  or (v) Westrec
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 sells an amount of its assets which is material to Westrec
for  consideration  which is less than the fair  market  value of such  assets),
Purchaser  may exercise the Put Option in full and cause Westrec to purchase all
remaining Shares by providing  written notice in the manner set forth in Section
3 below,  and any date specified by Purchaser in such notice in accordance  with
Section 3 (which date shall in no event be later than January 31, 2001) shall be
deemed  the Put  Option  Exercise  Date for such  exercise.  Westrec  shall give
Purchaser  notice  promptly upon the occurrence of any event  described in (iii)
through (v) above.


<PAGE>

         3. Exercise of Put Option.  Purchaser may exercise the Put Option as of
any Put Option  Exercise  Date with  respect to all or any portion of the Shares
that, under Section 2 of this Agreement, may be sold on such date. Such exercise
shall be  effected  by the  delivery  to Westrec  not less than thirty (30) days
prior to such Put Option Exercise Date of a written notice of such exercise (the
"Put Exercise  Notice") which shall specify the number of Shares  required to be
purchased by Westrec  pursuant to such Put Exercise  Notice (the  "Exercised Put
Shares").  In the event that the Put Option is so timely exercised,  the parties
shall  consummate  the sale of the  Exercised  Put  Shares  on such  Put  Option
Exercise  Date by (a) the  delivery by  Purchaser  to Westrec or its designee of
stock  certificates  duly  endorsed  for  transfer  to Westrec  or its  designee
representing  the Shares  included in the number of Exercised Put Shares and (b)
the  delivery  by Westrec or its  designee  to  Purchaser  by wire  transfer  or
cashier's or certified  check of an amount equal to the number of Exercised  Put
Shares times the Put Exercise Price.

         4.  Guarantee of Put Option.  Sachs hereby  personally  guarantees  the
obligations  of Westrec to purchase the  Exercised Put Shares upon each exercise
of a Put Option in  accordance  with Sections 2 and 3 of this  Agreement.  Sachs
hereby  waives  presentment  for payment,  demand,  notice of demand,  notice of
nonpayment  or dishonor,  protest and notice of protest.  No failure to exercise
and no delay in  exercising  any right,  power or  privilege  under the guaranty
provided  herein  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.  Sachs  agrees  that  this  guaranty  shall  not be
discharged, released or exonerated in any way by any declaration by Purchaser of
default  in  respect of the  obligations  guaranteed  hereby,  the  exercise  by
Purchaser of any rights against  Westrec or the failure of Purchaser to exercise
any rights  against  Westrec  with  respect to any  default by  Westrec.  Sachs'
guarantee,  as set forth herein, is an absolute and unconditional  guarantee and
is a guarantee of payment, not of collection.

         5. Call Option.  Purchaser  hereby  grants to Westrec as of the Date of
Grant,  on the terms and  conditions  set forth  herein,  an option  (the  "Call
Option") to purchase all or any portion of the Shares.

         6.  Exercisability of Call Option. The Call Option shall be exercisable
by Westrec or its designee,  from time to time, on or before January 31, 2001 at
$6.37 per Share (the "Call Exercise Price").

         7.  Exercise of Call  Option.  Westrec or its designee may exercise the
Call Option or any portion  thereof by the  delivery to  Purchaser  of a written
notice of such exercise (the "Call Exercise Notice"), which Call Exercise Notice
shall  specify the number of Shares to be  purchased  by Westrec or its designee
pursuant to such Call Exercise Notice (the "Exercised Call Shares") and the date
on which such purchase shall be consummated  (the "Call Option Exercise  Date"),
which  shall be not  earlier  than ten days  after the Call  Exercise  Notice is
provided and in any event not later than January 31, 2001. In the event that the
Call Option is so timely exercised, the parties shall consummate the sale of the
Exercised  Call Shares on such Call Option  Exercise Date by (a) the delivery by
Purchaser to Westrec or its  designee of stock  certificates  duly  endorsed for
transfer  to Westrec or its  designee  representing  the Shares  included in the
number of Exercised  Call Shares and (b) the delivery by Westrec or its designee
to Purchaser by wire transfer or cashier's or certified check of an amount equal


                                       2
<PAGE>

to the number of Exercised Call Shares times the Call Exercise Price.

         8. Adjustments.  The number of shares of Class A Common Stock and Class
B Common  Stock of  Westrec  comprising  the Class A Shares  and Class B Shares,
respectively, shall be adjusted from time to time as follows:

                  (a) If Westrec  shall at any time or from time to time declare
         or pay a dividend,  or make a  distribution,  on outstanding  shares of
         Class A Common Stock or Class B Common Stock in shares of capital stock
         of Westrec or subdivide the outstanding  shares of Class A Common Stock
         or Class B Common  Stock  into a  greater  number  of shares of Class A
         Common Stock or Class B Common Stock, or combine the outstanding shares
         of Class A Common Stock or Class B Common  Stock into a smaller  number
         of shares of Class A Common Stock or Class B Common Stock,  or issue by
         reclassification  of shares  of Class A Common  Stock or Class B Common
         Stock any shares of its capital stock, then, in each such case:

                           (i) the number of Shares  subject to an  exercise  of
                  the Put Option and Call  Option  thereafter  shall be adjusted
                  proportionately  to reflect  the  increase  or decrease in the
                  number  of  Shares  held  by  Purchaser  as a  result  of that
                  dividend, distribution, subdivision, combination, or issuance,
                  so that,  notwithstanding  that event,  by exercising  the Put
                  Option in full on each  remaining Put Exercise Date  Purchaser
                  shall  remain  able to cause  Westrec to  purchase  all Shares
                  owned by Purchaser and by  exercising  the Call Option in full
                  prior to its  expiration  Westrec  shall  remain able to cause
                  Purchaser to sell all of the Shares not  previously  purchased
                  under this Agreement; and

                           (ii) an adjustment made pursuant to this Section 8(a)
                  shall become  effective  for purposes of subclause (i) of this
                  Section  8(a),  (A)  in  the  case  of any  such  dividend  or
                  distribution,  immediately  after the close of business on the
                  record date for the determination of holders of Class A Common
                  Stock  or  Class B  Common  Stock  entitled  to  receive  such
                  dividend  or   distribution,   or  (B)  in  the  case  of  any
                  subdivision, combination or reclassification,  at the close of
                  business on the day upon which such  corporate  action becomes
                  effective.

                  (b) The  number of shares of Class A Common  Stock and Class B
         Common  Stock  comprising  the  Class A  Shares  and  Class  B  Shares,
         respectively, adjusted as herein provided, shall remain in effect until
         further adjustment as required herein.

         9. Legal  Fees.  Westrec  shall pay any  reasonable  fees  incurred  by
Purchaser  and  payable  to  Purchaser's  legal  counsel  for the review of this
Agreement, the Note and the Stock Pledge Agreement.

         10.  Representations and Warranties of Purchaser.  Purchaser represents
and warrants that:

                                       3
<PAGE>

                  (a)  Authority.  Purchaser  has the  right  and power to enter
         into, execute, deliver and perform this Agreement.

                  (b) Due  Execution;  Validity.  This  Agreement  has been duly
         executed and delivered by Purchaser and  constitutes  the legal,  valid
         and  binding  obligation  of  Purchaser,   enforceable  against  it  in
         accordance  with its terms.  Purchaser is not a party to, subject to or
         bound by any  agreement,  contract,  lease,  license,  indenture,  law,
         regulation  or commitment  of any kind or any  judgment,  order,  writ,
         prohibition,  injunction  or decree of any court or other  governmental
         body that would prevent,  or that would be breached or violated by, the
         execution  and delivery of this  Agreement or the  consummation  of the
         transactions contemplated hereby.

                  (c)   Regulatory   Approvals.   No   consent,    approval   or
         authorization  of, or  declaration,  filing or  registration  with, any
         governmental or regulatory authority is required to be obtained or made
         by  Purchaser in  connection  with the  execution  and delivery of this
         Agreement or the consummation of the transactions contemplated hereby.

                  (d)  Brokerage.  Purchaser  has  not  dealt  with,  and is not
         obligated to make any payment to, any finder, broker, investment banker
         or  financial  advisor  in  connection  with  any of  the  transactions
         contemplated by this Agreement or the  negotiations  looking toward the
         consummation of such transactions.

                  (e)  Ownership  of  Shares.  Purchaser  owns the  Shares to be
         transferred  to Westrec or its  designee by Purchaser  pursuant  hereto
         free of any  adverse  claims  and any  and all  covenants,  conditions,
         restrictions,  voting trust arrangements, liens, charges, encumbrances,
         options and adverse claims or rights whatsoever, other than any thereof
         that may exist under that certain  Stockholders  Agreement  dated as of
         March 28, 1998.

                  (f)  Absence  of  Prior  Transfers.  There  has  been no sale,
         assignment  or other  transfer or  conveyance of any interest in any of
         the Shares.

         11.   Representations   and  Warranties  of  Westrec.   Westrec  hereby
represents and warrants that:

                  (a) Authority.  Westrec has the right and power to enter into,
         execute, deliver and perform this Agreement.

                  (b) Due  Execution;  Validity.  This  Agreement  has been duly
         executed and delivered by Westrec and constitutes the legal,  valid and
         binding  obligation  of Westrec,  enforceable  against it in accordance
         with its terms.  Westrec is not a party to,  subject to or bound by any
         agreement,  contract,  lease,  license,  indenture,  law, regulation or
         commitment  of any  kind or any  judgment,  order,  writ,  prohibition,
         injunction or decree of any court or other governmental body that would
         prevent,  or that would be breached or violated by, the  execution  and
         delivery of this  Agreement  or the  consummation  of the  transactions
         contemplated hereby.

                                       4
<PAGE>

                  (c)   Regulatory   Approvals.   No   consent,    approval   or
         authorization  of, or  declaration,  filing or  registration  with, any
         governmental or regulatory authority is required to be obtained or made
         by  Westrec in  connection  with the  execution  and  delivery  of this
         Agreement or the consummation of the transactions contemplated hereby.

                  (d)  Brokerage.  Westrec  has  not  dealt  with,  and  is  not
         obligated to make any payment to, any finder, broker, investment banker
         or  financial  advisor  in  connection  with  any of  the  transactions
         contemplated by this Agreement or the  negotiations  looking toward the
         consummation of such transactions.

         12. Notices. All notices and other communications required or permitted
to be given pursuant to this  Agreement  shall be in writing and shall be deemed
given if  delivered  personally  or five days  after  mailing  by  certified  or
registered  mail,  postage  prepaid,  return  receipt  requested,  addressed  as
follows:

         If to Westrec or Sachs, to:

                  Westrec Marina Management, Inc.
                  16633 Ventura Boulevard, 6th Floor
                  Encino, CA  91436
                  Attention:  Michael M. Sachs
                  Facsimile:  (818) 907-1104

         With a copy to:

                  Gibson, Dunn & Crutcher LLP
                  2029 Century Park East, Suite 4000
                  Los Angeles, CA  90067
                  Attention:  Russell C. Hansen, Esq.
                  Facsimile:  (310) 551-8741

         If to Purchaser, to:

                  Commercial Assets, Inc.
                  3410 South Galena Street
                  Denver, CO  80231
                  Attention: President
                  Facsimile:  (303) 614-9401

or at such other  address of any party as such  party  shall  specify by written
notice so given,  and such notice  shall be deemed to have been  delivered as of
the date so personally delivered or mailed.

         13. Nontransferability. Neither the Put Option nor any interest therein
may be sold,  assigned,  conveyed,  gifted,  pledged,  hypothecated or otherwise
transferred in any manner other than to an affiliate of Purchaser.

                                       5
<PAGE>

         14. Maintenance of Shares.  Purchaser shall not assign,  transfer or in
any way dispose of the  Shares,  or any other  security  received as a holder of
Shares in any transaction  contemplated  by Section 8 of this  Agreement,  other
than to an  affiliate  of  Purchaser  and other than to Westrec or its  designee
pursuant to this Agreement, except after January 31, 2001 to the extent that the
Put Option and the Call Option are not fully exercised.

         15. Shareholder  Rights.  Unless and until either the Put Option or the
Call Option is  exercised  fully and the Shares sold to Westrec or its  designee
hereunder,  Purchaser  shall  retain all  rights as a  shareholder  of  Westrec,
including  all voting  rights and rights to receive  any and all  dividends  and
other distributions.  Purchaser shall be entitled to vote, receive dividends and
be deemed for any purpose the holder of the Shares (or any other  securities  to
which Purchaser may be entitled,  pursuant to Section 8 of this Agreement) until
the Put Option or Call Option shall have been duly exercised, either in whole or
in part, in accordance with the provisions of this Agreement.

         16.  Governing  Law. This  Agreement and the Option  granted  hereunder
shall be governed by and construed  and enforced in accordance  with the laws of
the State of California.

         17.  Effective Date. This Agreement shall become  effective at the time
of the execution hereof.


                                       6
<PAGE>


         IN WITNESS  WHEREOF,  Westrec,  Purchaser  and Sachs have duly executed
this Agreement as of the Date of Grant.

                                       WESTREC MARINA MANAGEMENT, INC.
                                       a California corporation

                                       By:  /s/ Michael M. Sachs
                                           -------------------------------
                                       Name:  Michael M. Sachs
                                       Title:  Chairman



                                       COMMERCIAL ASSETS, INC.
                                       a Maryland corporation

                                       By:  /s/ David M. Becker
                                           -------------------------------
                                       Name:  David M. Becker
                                       Title:  Chief Financial Officer



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



                                       7
<PAGE>


                                   SCHEDULE A

                          PUT OPTION EXERCISE SCHEDULE
<TABLE>
<CAPTION>


Put Option
Exercise Date             Class A Shares         Class B. Shares         Total Shares           Put Exercise Price
-------------             --------------         ---------------         ------------           ------------------

<S>                            <C>                     <C>                    <C>                  <C>
Aug. 31, 2000                    5,912                   1,490                  7,402                $47,163.00

Sep. 30, 2000                   17,879                   4,474                 22,371                142,539.00

Oct. 31, 2000                   17,758                   4,440                 22,198                141,437.00

Nov. 30, 2000                   17,620                   4,405                 22,025                140,334.00

Dec. 31, 2000                   17,701                   4,425                 22,126                140,978.00

Jan. 31, 2001                  250,375                  62,594                312,969              1,994,113.00

                              --------                --------               --------              ------------

TOTAL                          327,245                  81,828                409,091             $2,606,564.00

</TABLE>


                                       8