COMMERCIAL ASSETS INC.

                               SECOND AMENDMENT TO
                             1993 STOCK OPTION PLAN
                                  MAY 20, 1997


         This Second Amendment to the Commercial Assets,  Inc. 1993 Stock Option
Plan,  adopted as of August 19, 1993 as amended  March 6, 1996 (the  "Plan") was
approved  by the  Board  of  Directors  of the  Corporation  on  May  20,  1997.
Capitalized  terms used herein shall have the meanings given to them in the Plan
unless otherwise defined in this Second Amendment.

         1.       Section 16 of the  Plan ("Nontransferability") is  amended and
restated to read as follows:

                  16.  Limited   Transferability  of  Awards.   Options,   Stock
         Appreciation Rights and Limited Rights granted under the Plan shall not
         be  transferable  other than (i) by will or by the laws of descent  and
         distribution,  (ii) pursuant to a qualified domestic relations order as
         defined  by the  Code or  Title  I of the  Employee  Retirement  Income
         Security  Act, or the rules  thereunder,  (iii) with the consent of the
         Committee and without  payment of  consideration,  to immediate  family
         members of the Recipient or to trusts of  partnerships  for such family
         members,  or (iv) with the consent of the  Committee  and solely to the
         extent such Options,  Stock Appreciation  Rights and Limited Rights are
         then exercisable (or will become  exercisable  solely with the lapse of
         time),  to another  officer,  director or employee of the  Corporation.
         Awards may be exercised or otherwise  realized only by the Recipient or
         by his guardian or legal representative or permitted transferee.


         2.       A new Section 24 is added to the Plan to read as follows:

                  24.      Meeting Fees.

                           (a) Election to Receive Common Stock. Commencing with
         the Corporation's 1997 Annual Meeting of Shareowners,  each Independent
         Director of the Corporation, as defined in the Corporation's bylaws (an
         "Independent Director"), may elect to receive all or any portion of any
         Meeting Fees in cash,  in shares of Common  Stock,  or in a combination
         thereof.  "Meeting Fees" shall mean all annual retainers and other fees
         paid for attendance at each regular or special  meeting of the Board or
         any committees attended by an Independent Director. Such election shall
         be  irrevocable,  shall  be  made  in  writing  and  delivered  to  the


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         Corporation's  Secretary  on or prior  to each  Annual  Meeting  of the
         Corporation's Shareowners (the "Election Date"), and shall apply to the
         period  commencing on the Election Date and  terminating  on the Annual
         Meeting of  Shareowners  for the year  following the Election Date (the
         "Election  Period").  If  no  such  election  is  timely  received,  an
         Independent  Director  shall  receive  any  Meeting  Fees  during  such
         Election Period in cash.

                           (b) Cash  Meeting  Fees.  Meeting Fees  paid in  cash
         shall be paid on or as soon as practicable after any regular or special
         meeting attended by an Independent Director.

                           (c) Shares in lieu of Cash Meeting Fees. Meeting fees
         paid in shares of Common Stock shall be evidenced by  certificates  for
         such  shares,  delivered  to  the  Independent  Directors  as  soon  as
         practicable  following the  determination of the number of shares to be
         paid in connection with any Election Period. Such certificates shall be
         registered in the name of the Independent  Director,  and all shares so
         issued shall be fully paid and nonassessable.  The Corporation will pay
         any  issuance or transfer  taxes with  respect to the  issuance of such
         shares.  Any fractions of shares otherwise  issuable under this Section
         24 shall be paid in cash, or, if an Independent Director has elected to
         receive shares for the next Election Period, added to the amount to the
         number of shares to be  issued  in  connection  with the next  Election
         Period.  Notwithstanding any provision of the Plan to the contrary,  no
         Independent  Director  may receive  more than  50,000  shares of Common
         Stock in lieu of Meeting Fees in any year.

                           (d) Administration.  Notwithstanding any provision of
         the Plan to the  contrary,  the  members  of the Board  other  than the
         Independent  Directors  shall  administer  this Section 24 and have all
         authority  of the  Committee  provided  in  Section  3 of this  Plan or
         otherwise  with  respect  to this  Section  24.  Such  authority  shall
         include, without limitation, the authority to set the amount of Meeting
         Fees and the cash,  shares of Common Stock and combinations  thereof to
         be paid pursuant to this Section 24.


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