Exhibit 10.14


                              ASSET SALE AGREEMENT

THIS ASSET SALE AGREEMENT (the "Agreement"), made this 5th day of September,
2002, by and between Fruita Marketing and Management, Inc., 140 N. Mesa, Fruita,
CO 81521 (the "Purchaser") and Crown Asphalt Distribution, L.L.C., 215 South
State Street, Suite 650, Salt Lake City, UT 84111 (the "Seller").

RECITAL: The Seller desires to sell to Purchaser, and Purchaser desires to
purchase from the Seller certain of Seller's assets located on real property
owned by the Purchaser (the "Premises"), and having an address of 1493 Highway 6
& 50, Fruita, CO 81521.

IN CONSIDERATION of the mutual promises and covenants contained herein, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:

1.       SALE OF ASSETS

         A. SALE OF ASSETS: The Seller shall sell, assign, transfer and deliver
to the Purchaser, and the Purchaser shall purchase and accept at closing,
certain assets of the Seller, or in which the Seller has any right, title or
interest of any kind and description (the "Assets"), including:

         TANGIBLE PERSONAL PROPERTY

         Four (4) petroleum product storage tanks including any and all
         associated piping, valves and supporting items located on the
         Premises with an address of 1493 Highway 6 & 50, Fruita, CO
         81521, and owned by the Seller, which property shall be more
         fully described as follows:

                    Tank #           Tank Description
                    ------           ----------------
                      2050           2,000 bbl capacity, floating roof
                     40075           40,000 bbl capacity, fixed roof
                     55082           55,000 bbl capacity, fixed roof
                     55092           55,000 bbl capacity, fixed roof

         E. BILL OF SALE: All Assets being sold shall be conveyed and
         transferred by means of a bill of sale (hereinafter called the "Bill of
         Sale"), in a form similar to that attached hereto as Exhibit A. The
         Seller warrants that it has good and marketable title to the Assets and
         that the Assets will be delivered to the Purchaser free and clear of
         all liens, claims, encumbrances or leases.

<PAGE>

II.      PURCHASE PRICE AND TERMS

         A.       PURCHASE PRICE: The Purchase Price shall be Ten U.S. Dollars
                  ($10.00) and other good and valuable considerations. Such
                  additional consideration shall include the release by
                  Purchaser of all claims against Seller by Purchaser such that
                  the Seller is unconditionally released of the financial
                  liability for the removal of the Assets from the Premises of
                  Purchaser and is also released from any claims related to any
                  pollution, contamination or other environmental condition on
                  the Premises.

III.     REMOVAL OF PRODUCT, REMOVAL OF FMM PRODUCT, DATE OF SALE AND RELEASE OF
         ENVIRONMENTAL LIABILITY

         A.       REMOVAL OF PRODUCT: The Seller shall remove all
                  product/material from the Assets such that all Assets shall be
                  emptied and the product/material transported off the Premises
                  by no later than Tuesday, October 15, 2002, in an
                  environmentally safe manner without causing any damage, except
                  for any modification to the tanks which shall be mutually
                  agreed in advance, to the Assets or the Premises of the
                  Purchaser. The Seller shall not be obligated to clean the
                  Assets after removal of all product/material from said Assets.

         B.       REMOVAL OF FMM PRODUCT: The Seller shall remove all
                  product/material from the Purchaser's tank #4008 1, assuming
                  it can be removed by any conventional method including but not
                  limited to being heated and removed by pump, such that tank
                  number 40081 shall be emptied and the product/material
                  transported off the Premises by no later than Tuesday, October
                  15, 2002, in an environmentally safe manner without causing
                  any damage to tank #40081 or the Premises of the Purchaser.
                  The Seller shall not be obligated to clean tank #40081 after
                  removal of all product/material from said tank. If the
                  product/material cannot be removed from Purchaser's tank
                  #40081 by any conventional method, then Seller has no further
                  obligation with respect to removal of the product/material
                  from tank #40081 and Purchaser will unconditionally release
                  Seller as provided in Paragraph D below.

         C.       DATE OF SALE: The Date of Sale which shall be the date that
                  this contemplated transaction is concluded which shall be
                  Thursday, September 5, 2002. This Date of Sale shall be the
                  effective date of this contemplated transaction. On this date
                  the Seller shall deliver a duly executed Bill of Sale to the
                  Purchaser.

         D.       RELEASE OF ENVIRONMENTAL LIABILITY: Conditioned upon the
                  Seller's removal of all product/material stated in Article
                  III, Sections A & B, in an environmentally safe manner, the
                  Purchaser unconditionally releases Seller from any and all
                  liability or claims related to or arising out of the ownership
                  and operation of the Assets and/or Seller's use of the
                  Premises, including, without limitation, any liability or
                  claim related to pollution, contamination, or other
                  environmental condition.

<PAGE>

IV.      REPRESENTATIONS & WARRANTIES OF THE SELLER

         A.       ORGANIZATION AND STANDING: The Seller is a Utah limited
                  liability company validly existing and in good standing to do
                  business in the State of Utah.

         B.       AUTHORITY: The Seller has the full power and authority to
                  enter into this Agreement and to conclude the transaction
                  described herein and no other contract or agreement to which
                  it is a party prevents it from concluding this transaction.
                  Seller warrants it owns the Assets described in this Agreement
                  and has good and clear title to such Assets.

         C.       LITIGATION: The Seller warrants that there is no litigation
                  pending or proceeding or any tax claim, threatened or pending,
                  against or relating to the Assets; nor does the Seller know or
                  have reasonable grounds to know of any basis of any such
                  action or governmental investigation relative to the Assets.

         D.       SURVIVAL: All of the representations and warranties of the
                  Seller hereunder shall continue to be true and complete on the
                  Date of Sale and shall survive the consummation of the
                  transaction provided for herein.

V.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         A.       ORGANIZATION AND STANDING: The Purchaser is a Delaware
                  corporation validly existing and in good standing in the State
                  of Colorado.

         B.       AUTHORITY: The Purchaser has the full power and authority to
                  enter into this Agreement and to conclude the transaction
                  described herein and no other contract or agreement to which
                  it is a party prevents it from concluding this transaction.
                  Purchaser warrants he owns the Premises described in this
                  Agreement.

         C.       SURVIVAL: All of the representations and warranties of the
                  Purchaser hereunder shall continue to be true and complete on
                  the Date of Sale and shall survive the consummation of the
                  transaction provided for herein.

VI.      GENERAL PROVISIONS

         A.       ENTIRE AGREEMENT: This Agreement contains the entire
                  understanding of the parties with regard to the subject matter
                  hereof and no other warranties, representations, promises or
                  agreements have been made between the parties, and neither the
                  Purchaser nor the Seller shall be bound by any warranties,
                  representations, promises or agreements not set forth in this
                  Agreement. This Agreement supersedes any previous agreement or
                  understanding and cannot be modified except in writing by all
                  of the parties hereto.

         B.       BINDING EFFECT: Upon execution, this Agreement which is not
                  assignable without the written consent of both parties shall
                  be absolutely binding and fully enforceable and shall inure to
                  the benefit of the parties hereto, their successors, personal
                  representatives, and heirs.

<PAGE>

         C.       NOTICES: All notices as may be required by this Agreement
                  shall be sent to the respective parties at the addresses set
                  forth above by either registered or certified mail. A party to
                  this Agreement may specify a change in address by appropriate
                  registered or certified mailing to other party.

         D.       SEVERABILITY: In the event that any of the provisions, or
                  portions thereof, of this Agreement are held to be
                  unenforceable or invalid by any court or tribunal of competent
                  jurisdiction, the validity and enforceability of the remaining
                  provisions, or portions thereof, shall not be affected thereby
                  and effect shall be given to the intent manifested by the
                  provisions, or portions thereof, held to be enforceable and
                  valid.

         E.       FEES AND COSTS: Anything to the contrary herein
                  notwithstanding, in the event of engaging an attorney to
                  enforce this Agreement or any litigation arising out of this
                  Agreement, the court or tribunal shall award to the prevailing
                  party all reasonable costs and expenses, including attorneys'
                  fees, court costs and costs of collection.

         F.       JURISDICTION: This Agreement is made and entered into in Mesa
                  County, Colorado, and shall be governed and interpreted under
                  the laws of the State of Colorado, and the courts of Mesa
                  County, Colorado.

IN WITNESS WHEREOF, the parties signing below have executed and delivered this
Asset Sale Agreement as of the date first above written, and the parties
expressly acknowledge fully reading, understanding, and receiving a true copy of
this document.

SELLER:  CROWN ASPHALT DISTRIBUTION, L.L.C.

         By: /s/ Jay Mealey
             ---------------------------------
             Jay Mealey, Manager


PURCHASER: FRUITA MARKETING AND MANAGEMENT, INC.

         By: /s/ Stephen E. Castor
             ---------------------------------------
             Keith Holder, President
             By: Stephen E. Castor, Attorney & Agent

<PAGE>

                                    EXHIBIT A

                                  BILL OF SALE

KNOW ALL BY THESE PRESENTS, that Crown Asphalt Distribution, L.L.C., 215 South
State Street, Suite 650, City of Salt Lake City, County of Salt Lake, State of
Utah, the Seller, for and in consideration of Ten U.S. Dollars ($10.00) and
other good and valuable considerations, delivered to the Seller, at or before
the ensealing or delivery of these presents by Fruita Marketing and Management,
Inc., 140 N. Mesa, City of Fruita, County of Mesa, State of Colorado, the
Purchaser, the receipt of which is hereby acknowledged, has bargained and sold,
and by these presents does grant and convey unto the said Purchaser, his
personal representatives, agents, successors and assigns, the following personal
property, tangible and intangible, to wit:

                     PETROLEUM PRODUCT STORAGE TANKS

           TANK NUMBER               TANK DESCRIPTION
           -----------               ----------------
           2050                      2,000 bbl capacity, floating roof
           40075                     40,000 bbl capacity, fixed roof
           50082                     55,000 bbl capacity, fixed roof
           50092                     55,000 bbl capacity, fixed roof

         OTHER PERSONAL PROPERTY

         All associated piping, valves and supporting items located at 1493
Highway 6 & 50, Fruita, Colorado 81521, TO HAVE AND TO HOLD the same unto the
said Purchaser, his personal representatives, agents, successors and assigns,
forever. The Seller shall warrant that it has good and marketable title to the
Assets and that the Assets will be free and clear of all liens, claims,
encumbrances and leases. The Seller covenants and agree to and with the
Purchaser, his personal representatives, agents, successors and assigns, to
WARRANT AND DEFEND the sale of said personal property, tangible and intangible,
against all and every person or persons whomever.

IN WITNESS WHEREOF, the Seller has executed this Bill of Sale this 5th day of
September, 2002.

SELLER: CROWN ASPHALT DISTRIBUTION, L.L.C.

         /s/ Jay Mealey
         ---------------------------------
         Jay Mealey, Manager


STATE OF UTAH              }
                           }        ss.
County of Salt Lake        }

The foregoing instrument was acknowledged before me this 5th day of September,
2002, by Jay Mealey President of Crown Asphalt Distribution, L.L.C.


     NOTARY PUBLIC                           Witness my hand and official seal,
   STEPHEN J. BURTON
7276 WEST GETTYSBURG DR.                     /s/ Stephen J. Burton
    MAGNA, UT 84044                         -----------------------------------
 MY COMMISSION EXPIRES                       Notary Public
    OCTOBER 10, 2005
     STATE OF UTAH