<PAGE>

                                 LOAN AGREEMENT

              THIS AGREEMENT is made and entered into by and between CROWN
ASPHALT PRODUCTS COMPANY, a Utah corporation (hereinafter called "BORROWER") and
COMMUNITY FIRST NATIONAL BANK, a national banking association (hereinafter
called "LENDER") and CROWN ENERGY CORPORATION, a Utah corporation, (hereinafter
called the "GUARANTOR").

              WHEREAS the Borrower has requested the Lender to make available to
the Borrower a secured term loan of $1,800,000.00, which the Borrower will use
to purchase certain equipment and property from S & L Industrial, a Wyoming
corporation, and the Lender is willing to extend such credit upon the terms and
conditions of this Loan Agreement.

              NOW, THEREFORE, for and in consideration of the foregoing and
the mutual covenants hereinafter contained, the Lender and Borrower agree as
follows:

              1.     THE LOAN. Upon and subject to the terms and conditions of
this Loan Agreement, the Lender will make a term loan (the "LOAN") to the
Borrower in the amount of $1,800,000.00, which loan shall bear interest at the
rate of Prime, as published in the Wall Street Journal, plus 1% per annum,
adjusted monthly and paid by the Borrower pursuant to the terms of a Promissory
Note (the "NOTE") dated of even date herewith from the Borrower to the Lender,
which Note, by this reference, is incorporated herein and made a part hereof.
For purposes of this agreement, including all other agreements executed in
connection herewith or which refer to this agreement, the term "Indebtedness"
shall mean the principal balance of the Loan, together with interest, late fees,
costs, attorney's fees and all other sums assessable and due under the terms of
this agreement, including the Note and the Collateral Documents.

              2.     LOAN FEES. The Borrower agrees to pay the following fees in
connection with this loan:

       a)     Any loan origination or guarantee fees as are provided for in the
              letter of commitment.

       b)     All costs incurred by Lender in connection with the chosing of the
              Loan, including but not limited to title insurance premiums,
              filing fees, recording fees, Lender's legal fees and other costs
              incurred by Lender.

              3.     COLLATERAL. The repayment of the Loan and all extensions
and renewals thereof, and the performance of all obligations of Borrower
hereunder, including the obligations under the Promissory Note, shall be
secured by the following:

<PAGE>

       a)     A first lien on the asphalt terminal, blending and emulsion
              facility including all buildings, storage tanks and improvements
              referred to above, to be more fully described in a security
              agreement (the "SECURITY AGREEMENT") from Borrower to Lender
              perfected by a U.C.C.- 1 Financing Statement and Fixture Filing to
              be filed with the public officials deemed necessary by Lender.
              Although Borrower will be leasing the land on which said
              collateral will be located, the lease shall provide that such
              collateral does not become the property of the landlord when it is
              placed on the land, and it may be removed therefrom by Borrower,
              or by Lender upon a loan default.

       b)     A lien, evidenced by a blanket security agreement (also know as
              the "SECURITY AGREEMENT") on all furniture, supplies, inventory,
              equipment, machinery, fixtures, accounts, accounts receivable,
              contract rights, instruments, documents, chattel paper, chases in
              action, intellectual property and general intangibles presently or
              hereafter owned by Borrower, and perfected by a blanket U.C.C.- 1
              Financing Statement to be filed with the public officials deemed
              necessary by Lender. The lien shall be a first lien with respect
              to all such property other than the accounts receivable and the
              inventory. With respect to the accounts receivable and the
              inventory, the lien shall be second only to a revolving line of
              credit in the sum not to exceed $3,000,000 (the "Line Limit"). The
              Borrower shall give the Lender written notice each quarter
              identifying the lender on the line of credit and stating the
              average balance of the line of credit over that quarter. If the
              lender on the line of credit changes, the Borrower shall give the
              prior written notice of such change. The level of borrowing
              against the accounts receivable and the inventory shall not be
              greater than the Line Limit without the prior written consent of
              the Lender, which consent will not be unreasonably withheld.

       c)     An assignment (the "LEASE ASSIGNMENT") of all of Borrower's right,
              title and interest in and to the lease between the Union Pacific
              Railroad Company (or related entity) as Lessor, and the Borrower,
              as Lessee, (hereafter the "U.P. LEASE") covering the land (the
              "REAL PROPERTY") where the Borrower's emulsion plant is located,
              as more fully described in the Assignment.

              The Security Agreements and Lease Assignment shall collectively
              be known as the "COLLATERAL DOCUMENTS." The property secured by
              or otherwise subject to the Collateral Documents shall be
              collectively known as the "COLLATERAL".


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                                 LOAN AGREEMENT
                                     PAGE 2
<PAGE>

       All loans from the lender to the Borrower, now or hereafter shall be, and
hereby are agreed to be, cross-collateralized, whereby all of the Collateral
shall secure all of the Borrower's obligations to Lender under each and all
loans, and all future advanced thereunder, as well as any renewals,
modifications or substitutions of all loans made by Lender to Borrower.

              4.     GUARANTY. As an inducement to Lender to enter this
agreement on the terms and conditions set forth herein, and for good and
valuable consideration, which consideration includes benefits accruing to the
Guarantor as a result of this agreement between Lender and Borrower, and
other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the undersigned guarantor (hereinafter called the
"GUARANTOR"), will unconditionally, jointly and severally guarantee to Lender
that Borrower will fully and promptly and faithfully perform, pay and
discharge all its present and future obligations and covenants under this
agreement including, without limitation, the Note and the Collateral
Documents according to the terms of a separate Guaranty agreement to be
executed and delivered by the Guarantor to the Lender.

              5.     EVENTS OF DEFAULT. Time shall be considered of the essence
concerning this agreement, including the Note and the Collateral Documents and
all of their provisions, and the occurrence of any one or more of the following
shall constitute an "EVENT OF DEFAULT":

       a)     If any payment due or to be made under the terms of this Loan
              Agreement, or the Note or any Collateral Document is not paid
              within 10 days of the date such payment is due;

       b)     There shall exist a default for a period of more than 30 days in
              the performance or observance of any other obligation, covenant,
              or liability contained in this Loan Agreement, the Note, or any of
              the Collateral Documents;

       c)     The Guarantor shall fail to carry out any of the terms or
              conditions of its guarantee.

       d)     Any action is taken by any governmental entity which materially
              and adversely affects the Borrower's business.

       e)     Any warranty or representation made or furnished to Lender by or
              on behalf of Borrower proves to have been false in any material
              respect when made or furnished.

       f)     Bankruptcy, insolvency, reorganization or liquidation proceedings
              or other proceedings for relief under any bankruptcy law or any
              other law for the relief of debtors shall be instituted by or
              against Borrower


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                                 LOAN AGREEMENT
                                     PAGE 3
<PAGE>

              (except for an involuntary petition against Borrower, which shall
              not constitute an Event of Default if such petition is vacated or
              dismissed within 30 days after filing thereof), or any order,
              judgment or decree shall be entered against Borrower decreeing its
              dissolution.

       g)     Dissolution or termination of the existence of Borrower or
              Guarantor as corporations.

       h)     The Lender reasonably and in good faith deems itself to be
              insecure, or determines that the prospect of payment, performance,
              or observance of any of the obligations, indebtedness, or
              liabilities of the Borrower to it is materially impaired.

              6.     REMEDIES. Upon an Event of Default, Lender may, at its
option, exercise any one or more of the following remedies.

       a)     Accelerate the remaining balance of the indebtedness due under
              this agreement, including the Note, and demand immediate payment
              of the same, together with all accrued interest, late charges, and
              other amounts recoverable by Lender under this agreement.

       b)     Exercise any and every right and remedy under the Collateral
              Documents.

       c)     Exercise any and all other rights or remedies allowed at law or in
              equity.

              7.     BORROWER'S COVENANTS. In order to induce Lender to enter
into this loan agreement, and to make the loan set forth herein, borrower and
Guarantor represent and warrant to Lender, and covenant and agree with Lender
for so long as any obligation or indebtedness owed to Lender hereunder remains
unpaid, as follows:

       a)     ENTITY EXISTENCE AND STANDING OF BORROWER. Borrower is and shall
              remain a limited liability company duly formed, validly existing,
              and in good standing under the law of the State of Wyoming, with
              all requisite authority to conduct its business in any other state
              in which it conducts business. The Borrower shall not be dissolved
              as provided under the terms of the Wyoming statutes governing the
              creation and existence of limited liability companies.

       b)     CORPORATE EXISTENCE AND STANDING OF GUARANTOR. The Guarantor shall
              remain a corporation duly formed, validly existing, and in good
              standing under the law of the state of its creation, with all
              requisite

                         ------------------------------
                                 LOAN AGREEMENT
                                     PAGE 4

<PAGE>

              authority to conduct its business in any other state in which it
              conducts business.

       c)     COMPLIANCE WITH LAWS. The Borrower and the Guarantor will promptly
              comply with all laws, rules, regulations, ordinances, codes,
              decrees, and orders applicable to the operation of its business.

       d)     U.P. LEASE. The Borrower shall keep the U.P. Lease in existence
              and out of default, and such lease shall not be amended, modified
              or terminated without the prior written consent to the Lender.

       e)     OTHER LIEN. There are no other liens, security interests, or
              mortgages against any of the property given as Collateral other
              than as disclosed in this agreement.

       f)     FINANCIAL STATEMENTS. Any financial statements and other financial
              information provided to Lender in connection with this loan, or
              hereinafter provided to Lender is and will be true and accurate in
              all material respects and fairly represent the financial condition
              of the party providing such financial information, all in
              accordance with generally accepted accounting principles applied
              on a consistent basis.

       g)     LEGAL PROCEEDINGS. There is and shall be no pending or threatened
              action or proceeding affecting either Borrower or the Guarantor(s)
              which may have any material adverse effect upon the financial
              condition or operation of Borrower or the Guarantor(s).

       h)     TITLE. Except to the extent the paragraph 2.6 of the Security
              Agreement makes allowance for the Borrower to contest liens
              against the Collateral, the Borrower has and will maintain good
              title to the all Collateral pledged to secure this loan free and
              clear of all liens, encumbrances, and security interests except as
              disclosed in the Collateral Documents. Borrower will defend and
              indemnify the Lender against claims, judgments, costs, and
              expenses and attorney's fees resulting from a breach of this
              warranty.

       i)     TAXES. Borrower has filed and paid, and will continue to file and
              pay or provide evidence to Lender of an extension), all state and
              federal taxes, including, without limitation, all state sales
              taxes as well as federal form 1120, 940 and 941 returns and
              related taxes.

       j)     OWNERSHIP TRANSFERS AND DISTRIBUTION. Borrower will not issue any
              additional stock, and the Guarantor will not assign or transfer
              any of its stock in the Borrower without the prior written notice
              to the Lender. The Guarantor shall own not less than 60% of the
              Borrower at


                         ------------------------------
                                 LOAN AGREEMENT
                                     PAGE 5
<PAGE>

              all times, and the Lender may require any person or company
              owning more than a 10% interest in the Borrower to provide a
              proportionate guaranty of the Loan.

       k)     DISTRIBUTIONS OF INCOME. The Borrower's debt service requirements
              ratio (hereinafter defined as net operating income revenue less
              all expenses, plus depreciation and interest divided by the annual
              debt service requirement) shall be at least 2.5 before dividends
              and 1.25 after dividends. Borrower will not pay any dividends or
              make any other distributions of profits or capital to its owners
              if such distributions would cause the debt service requirements
              ratio to be out of compliance with the requirements of this
              paragraph. Notwithstanding the foregoing, no dividends shall be
              paid (even if such dividends would otherwise be allowed under the
              debt service requirements ratio) without 15 days prior written
              notice to the Lender's. Such notice shall state the amount of
              dividends or other distributions to be paid and what the
              Borrower's debt service requirements ratio will be after such
              payments are made. Further, the Borrower shall not, under any
              circumstances, pay any dividends or make any other distributions
              of profits or capital to its owners if the Borrower is in default
              of this Loan Agreement.

       l)     NO CAPITAL EXPENDITURES. Borrower agrees that it shall make no
              capital expenditures of any kind whatsoever in excess of $15,000
              per calendar year without prior written notice to Lender.
              Additionally, within 30 days after the end of each year of this
              Loan, the Borrower shall provide the Lender with a detailed list
              of capital expenditures incurred during the year. The list shall
              include a detailed description of the capital items acquired
              (including makes, models, year, serial numbers, etc.), the cost of
              such items, and the location of such items, whether the purchase
              of such items was financed and if so the details of the financing
              and such other information as the Lender may reasonably request.
              The Borrower will also execute such additional security agreements
              and financing statements as the Lender require in order to create
              and perfect alien against such additional capital items.

       m)     NO DISPOSITION OF ASSETS. The Borrower shall not sell, assign,
              dispose of, grant a security interest in or otherwise assign any
              of the Collateral other than in accordance with the terms and
              provisions of the Security Agreement.

              8.     GOVERNING LAW. The terms and obligations of this agreement
shall be governed by the laws of the State of Wyoming, and Borrower hereby


                         ------------------------------
                                 LOAN AGREEMENT
                                     PAGE 6
<PAGE>

consents to personal jurisdiction in Wyoming in the event of any litigation
by Lender under this agreement.

              9.     LENDER'S CONSENTS. Whenever the Lender's consent is
required for any action by the Borrower, the Lender agrees that it will
respond to the Borrower's request with reasonable promptness, and will not
unreasonably withhold consent to any reasonable requests of the Borrower.

              10.    FINANCIAL INFORMATION. Throughout the life of the Loan,
Borrower shall be required to furnish lender with the following financial
information on Borrower and the Guarantor:

       a)     Annual audited financial statements of Borrower and the Guarantor
              in a form satisfactory to Lender, showing all items of income
              expense of the operation such entity's businesses, to be delivered
              to Lender within 120 days of the close of each operating year of
              the Borrower and Guarantor;

       b)     Quarterly 10Q report for the Guarantor within 40 days of the end
              of each quarterly period;

       c)     Monthly in-house-prepared balance sheets and income statements for
              Borrower and the Guarantor within 30 days of the end of each
              calendar month;

       d)     A complete copy of the annual tax returns by April 15 of each year
              for the Borrower and the Guarantor. If an extension is obtained, a
              copy of the extension shall be provided by April 15 and a complete
              copy of the tax returns shall be provided at the time of filing
              with the IRS.

       e)     A pro-forma income and expense statement for each upcoming year at
              least 90 days prior to the fiscal year end.

              11.    INSPECTIONS AND AUDITS. Borrower and Guarantor agree that
Lender may inspect the Borrower's and Guarantor's business operations and/or
audit the books of Borrower, Guarantor, or their successors, at any time as
Lender deems necessary during normal business hours.

              12.    SEVERABILITY. In case any one or more of the provisions
contained in this agreement should be invalid, illegal, or unenforceable in
any respect, the validity, legality, and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.

              13.    FURTHER ASSURANCES. Borrower and the Guarantor shall take
such further action as may be reasonably requested by Lender to effect the
purpose


                         ------------------------------
                                 LOAN AGREEMENT
                                     PAGE 7
<PAGE>

of this agreement, including, without limitation, the execution and
delivery of any other documents as may be necessary to effect the intent of this
agreement.

              14.    BINDING EFFECT. The promises of the parties in this
agreement shall bind the respective heirs, administrators, personal
representatives, successors, and assigns.

              15.    NOTICES. Any notice to be given under this agreement shall
be deemed given when placed in the United States Mail, postage prepaid with
return receipt, addressed as follows:

<TABLE>
<S>                           <C>                           <C>
Community First National      Crown Asphalt Products         Crown Energy
Bank                          Company                        Corporation
300 South Wolcott             215 South State Street,        215 South State Street,
Casper, Wyoming 82601         Suite 650                      Suite 650
                              Salt Lake City, Utah 84111     Salt Lake City, Utah 84111
</TABLE>


              16.    ATTORNEY'S FEES AND OTHER COSTS. In the event of a default
or breach of this agreement, or the Note or any of the Collateral Documents by
the either party, the defaulting party agrees to pay and be responsible for all
reasonable attorney's fees and/or costs of collection or enforcement incurred by
the non-defaulting party as a result of such default, including, without
limitation, any attorneys fees incurred in the giving of any notice as a result
of any such breach or default, and further including, without limitation, any
attorneys fees incurred by Lender in taking possession of and foreclosing
against the Collateral. The non-defaulting party shall be entitled to recover
its attorney's fees and costs whether or not it actually files litigation
against the defaulting party.

              17.    APPLICATION OF PAYMENTS. All sums paid by Borrower to
Lender or collected by Lender for application to the liabilities and obligations
of Borrower under this agreement will be first applied to any costs, expenses,
and fees, including attorney's fees, which may be owing under the terms of this
agreement, and then to any interest or late fees which may be due and owing
pursuant to the terms of this agreement, and then to reduce the principal
balance owing.

              18.    LATE PAYMENTS. It is specifically agreed that late payments
accepted by Lender will not operate to change or modify any of the due dates or
other payments due from Borrower to Lender. The Borrower shall be entitled to
recover such late fees as are provided for in the Note.


                    Remainder of page left intentionally blank

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                                 LOAN AGREEMENT
                                     PAGE 8
<PAGE>

              19.    NO ASSIGNMENT. This agreement is not assignable by
Borrower.

      Effective this 12th day of May, 1999.

BORROWER:                                  LENDER:

Crown Asphalt Products Company, a          Community First National Bank, a
Utah corporation                           national banking association

By: /s/  Jay Mealey                        By: /s/ [ILLEGIBLE]
   ----------------------------------         ----------------------------------

Title: President                           Title:   Sr. V.P.
      -------------------------------            -------------------------------

GUARANTOR:

Crown Energy Corporation, a Utah
corporation

By: /s/ Jay Mealey
  -----------------------------------

Title:  President
      -------------------------------





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                                 LOAN AGREEMENT
                                     PAGE 9