ARBITRATION AGREEMENT

         THIS AGREEMENT by and between Crown Energy Corporation ("Crown
Energy"), Crown Asphalt Products Company ("CAPCO"), Crown Asphalt Distribution
LLC ("Crown Distribution"), Crown Asphalt Corporation ("Crown Asphalt"), and
Crown Asphalt Ridge LLC ("Crown Ridge") (collectively "the Crown parties") and
MCNIC Pipeline & Processing Company ("MCNIC"), MCN Energy Group, Inc., Howard L.
("Lee") Dow III, and William E. Kraemer (collectively "the MCN parties").

         1. An action is on file in the Third Judicial District Court for Salt
Lake County, State of Utah, entitled MCNIC Pipeline & Processing Company, a
Michigan corporation, Plaintiff v. Crown Asphalt Distribution, L.L.C., a Utah
limited liability company, Defendant, Civil No. 000904867, in which Crown
Distribution has filed counterclaims against the MCN parties (the "State
action").

         2. An action is on file in the United States District Court for the
District of Utah, Central Division, entitled Crown Energy Corporation, et al,
Plaintiffs v. MCN Energy Group, Inc., et al., Defendants, Civil No.
2:00CV-0583ST, in which Crown Energy, Crown Asphalt, and CAPCO have asserted
claims against the MCN parties (the "Federal action").

         3. The MCN parties have filed motions to compel arbitration and to stay
proceedings in both the State and the Federal actions and have filed a Demand
for Arbitration against the Crown parties with the American Arbitration
Association ("AAA") as AAA No. 771980027500 (the "AAA arbitration").

         4. The MCN parties have based their motions and their Demand for
Arbitration on the arbitration provisions of four agreements (hereinafter
collectively "the four agreements"):

         a.       Operating Agreement for Crown Asphalt Distribution LLC between
                  MCNIC and CAPCO dated as of June 30, 1998, and the arbitration
                  provisions set forth in Article XVI of that agreement;

         b.       Crown Asphalt Distribution L.L.C. Operating and Management
                  Agreement between Crown Distribution and CAPCO dated as of
                  June 30, 1998, and the arbitration provisions set forth in
                  Article 20 of that agreement;

         c.       Operating Agreement for Crown Asphalt Ridge L.L.C. between
                  MCNIC and Crown Asphalt dated as of August 1, 1997, the
                  arbitration provisions set forth in Article XVI of that
                  agreement; and

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         d.       Asphalt Ridge Project Operating and Management Agreement
                  between Crown Asphalt Ridge L.L.C. and Crown Asphalt dated as
                  of August 1, 1997, and the arbitration provisions set forth in
                  Article 20 of that agreement.

         5. The Crown parties have opposed the MCN parties' motions to compel
arbitration and to stay proceedings in both the State and Federal actions, have
made motions to enjoin or to postpone arbitration in both the State and Federal
actions, and have objected to the MCN parties' Demand for Arbitration.

         6. On November 20, 2000, an Order was issued in the State action
granting the MCN parties' motion to compel arbitration and to stay proceedings
and denying Crown Distribution's motion to enjoin or postpone arbitration. Crown
Distribution filed a Petition for Permission to Appeal Pursuant to Utah Rule of
Appellate Procedure 5 with the Utah Supreme Court and petitioned, in the
alternative, for extraordinary relief by writ of mandamus relating to the Order.
Crown Distribution's petitions have been denied.

         7. On December 19, 2000 the court in the Federal action granted the MCN
parties' motion to stay proceedings pending arbitration, denied the MCN parties'
motion to compel arbitration upon the grounds that the four agreements provide
for arbitration at a location over which the Court has no jurisdiction, ruled
that the Crown parties' Sixth Claim for Relief was not arbitrable, and denied
the Crown parties' motion to enjoin or postpone arbitration.

         8. The purpose of this Agreement is to resolve all disputes between the
Crown parties and the MCN parties with regard to arbitrability of the claims and
counterclaims asserted or which may be asserted in the State action, the Federal
action, or the AAA arbitration.

         9. The Crown parties and the MCN parties hereby each agree to arbitrate
and to submit to voluntary binding arbitration all claims and counterclaims
between the Crown parties and the MCN parties, or any of them, in the State
action, the Federal action, and the AAA arbitration. In addition, the Crown
parties and the MCN parties each agree to arbitrate and to submit to voluntary
binding arbitration all claims and counterclaims between the Crown parties and

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the MCN parties, or any of them, which arise out of the transactions or
occurrences which are the subject of the State action, the Federal action, or
the AAA arbitration and exist on or before the date that this Agreement takes
effect. The Crown parties and the MCN parties each hereby waive all objections
as to the arbitrability of the foregoing claims and controversies.

         10. The arbitration provided for in this Agreement shall be conducted
pursuant to the commercial Arbitration Rules and Optional Procedures for Large,
Complex Commercial Disputes of the American Arbitration Association, as amended
and effective September 1, 2000, except as modified by the following
subparagraphs (a) - (g):

                  (a) Arbitrator. The arbitration shall be conducted by one
         independent arbitrator, who shall be a retired federal judge or
         magistrate. The parties shall select the arbitrator within five (5)
         days from the date that this Agreement takes effect. The arbitrator
         shall be selected by lot from the list set forth below and in the
         manner set forth below:

                           i.       Marvin E. Frankel
                           ii.      Jim R. Carrigan
                           iii.     John G. Davies
                           iv.      Charles Renfrew
                           v.       Harry McCue
                           vi.      Robert R. Merhige, Jr.
                           vii.     John V. Singleton, Jr.

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         The name of each listed individual shall be written on separate,
         identical index cards. The cards shall be placed name-side down in a
         box. The cards shall be drawn one by one from the box, with counsel for
         the Crown parties to select the first card, counsel for the MCN parties
         to select the second card, and continuing in like manner until all of
         the cards are drawn. The listed individuals shall be ranked by number
         in the order in which the card bearing their name is drawn. Counsel for
         the Crown parties and counsel for the MCN parties shall then jointly
         contact the individuals in number order beginning with the number 1 to
         determine their availability and willingness to serve as arbitrator.
         The first such person so contacted to be available and willing to serve
         as arbitrator shall be selected and serve as arbitrator.

                  (b) Location. The arbitration shall be conducted in Salt Lake
         City, Utah or at such other location determined by the arbitrator.
         Counsel for the Crown parties and counsel for the MCN parties shall
         jointly state their preference that the arbitration be conducted in
         Salt Lake City.

                  (c) Substantive Law. The substantive law of the State of Utah
         shall govern the arbitration.

                  (d) Scheduling. Following his appointment, the arbitrator
         shall hold an initial preliminary hearing and scheduling conference
         with counsel for the parties sometime during the period of February 1,
         2001 and February 23, 2001 and shall adopt a scheduling order to
         control the course of proceedings, including discovery, expert reports
         and depositions, dispositive motions, a final pretrial conference, and
         trial of the arbitration; provided that: (1) discovery shall be
         completed within 125 days of the initial preliminary hearing and
         scheduling conference; (2) trial of the arbitration shall commence
         within 150 days from the initial preliminary hearing and scheduling
         conference; and (3) the arbitration shall be finally submitted for
         decision within 20 days from the conclusion of the arbitration trial.

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<PAGE>

                  (e) Award. Any award in the arbitration shall be made in a
         signed written decision of the arbitrator and accompanied by a
         memorandum stating the reasons for the award made. The arbitrator's
         decision and award shall be made within 30 days after final submission
         for decision.

                  (f) Enforcement. The Crown parties and the MCN parties each
         agree to abide by any award in the arbitration and that any such award
         shall be final and binding on all parties to the extent and in the
         manner provided by Utah law. Awards may be filed with the clerk of one
         or more state or federal courts having jurisdiction over the party
         against whom such award is rendered or his or its property, as a basis
         of judgment and of the issuance of execution for its collection. No
         party shall be considered in default under any of the four agreements
         during the pendency of arbitration proceedings specifically relating to
         such default.

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                  (g) Fees and Costs. The arbitrator's fees and other costs of
         the arbitration and the reasonable attorney's fees, expert witness fees
         and costs of the prevailing party shall be borne by the non-prevailing
         party. The arbitrator's written decision shall compare the respective
         positions asserted in the arbitration, declare as the prevailing party
         the party whose position was closest to the arbitration award (not
         necessarily the party in favor of which the award on the arbitration
         claim is rendered), and declare the other party to be the
         non-prevailing party. The arbitration award shall include an award of
         fees and costs against the non-prevailing party.

         11. The Crown parties waive their right to appeal (or shall dismiss
without prejudice any appeal taken by them) from the Order to be entered in the
Federal action as a result of the hearing in the Federal action on December 19,
2000, each party to bear his or its own costs. Proceedings in the State and
Federal actions shall be and remain stayed pending conclusion of the arbitration
and issuance of the arbitration award. Upon final confirmation or modification
of the arbitration award, the State action and the Federal action shall each be
dismissed with prejudice, each party to bear their own costs, expressly
reserving all rights under the final arbitration award.

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         12. The arbitration provisions of the four agreements shall not apply
to the arbitration of the claims and counterclaims which are subject to
arbitration under paragraph 9 of this Agreement. This Agreement shall not
otherwise alter, modify, or change any of the provisions of the four agreements
and shall not in any way affect, alter, modify, or change the arbitration
provisions of any of the four agreements as they may be applicable to claims,
disputes, or controversies which are not subject to arbitration under paragraph
9 of this Agreement.

         13. The Crown parties and the MCN parties agree that they each fully
reserve all rights to seek court review or confirmation of any arbitration award
or to seek court orders vacating or modifying any arbitration award in
accordance with law and the terms of this Agreement.

         14. This Agreement may be signed in counterparts at different times and
places, may be signed in original or by fax, and shall be deemed to be completed
and to take effect when so signed by counsel for both the Crown parties and the
MCN parties.

                                            CROWN ENERGY CORPORATION
                                            CROWN ASPHALT PRODUCTS COMPANY
                                            CROWN ASPHALT DISTRIBUTION LLC
                                            CROWN ASPHALT CORPORATION
                                            CROWN ASPHALT RIDGE LLC

                                            By_____________________________
                                            Counsel
                                            MCNIC PIPELINE & PROCESSING COMPANY
                                            MCN ENERGY GROUP, INC.
                                            HOWARD L. ("LEE") DOW III
                                            WILLIAM E. KRAEMER



                                            By______________________________
                                            Counsel

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