Exhibit 10.60

                              SETTLEMENT AGREEMENT


         This Settlement Agreement ("Agreement") is made and entered into by and
among DTE Enterprises,  Inc., a Michigan corporation and the successor by merger
to MCN Energy  Group,  Inc.  ("MCN"),  MCNIC  Pipeline & Processing  Company,  a
Michigan  corporation  ("MCNIC"),  Howard L. Dow III  ("Dow"),  and  William  E.
Kraemer  ("Kraemer")  (collectively,   the  "MCN  Parties"),  and  Crown  Energy
Corporation,  a Utah  corporation  ("CEC"),  Crown Asphalt  Corporation,  a Utah
corporation  ("CAC"),   Crown  Asphalt  Products  Company,  a  Utah  corporation
("CAPCO"),  and Crown Asphalt  Distribution,  L.L.C.,  a Utah limited  liability
company ("CAD") (collectively,  the "Crown Parties"),  and Jay Mealey ("Mealey")
(the MCN Parties,  the Crown Parties,  and Mealey shall sometimes be referred to
collectively herein as the "Parties").

                                    RECITALS

         A. The Parties  desire to enter into this  Agreement for the purpose of
attempting to  compromise  and settle all of their  disputes,  including but not
limited to the following pending  litigation  matters:  (a) the Order Confirming
Arbitrator's  Award and Final  Judgment,  dated  February 7, 2002 (the  "Damages
Judgment"),  issued by the Third  Judicial  District  Court of Salt Lake County,
State of Utah in Case No. 010910263 Misc. (the "Confirmation Proceeding"), which
constitutes  a  judgment  in favor of MCNIC  and  against  CAD in the  amount of
$20,011,683.35;  (b) the Arbitrator's  Award of Fees, Costs and Expenses,  dated
February 5, 2002 (the "Fee Award"),  issued by the  Honorable  John G. Davies in
JAMS Arbitration Proceeding No. 1220024039 (the "Arbitration Proceeding"), which
was issued in favor of the MCN Parties and  against the Crown  Parties,  jointly
and severally, in the amount of $2,609,518.69;  (c) the cross-motions to confirm
or vacate the Fee Award that have been filed in the Confirmation Proceeding; (d)
the action  pending in the Third  Judicial  District  Court of 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 (the "State Action"); and (e)
the action pending 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 (the "Federal
Action").

         B. By entering into this  Agreement,  the Parties are not admitting the
truth  of any  allegation  that  has  been  made  in any of the  litigation  and
arbitration proceedings identified above in Recital A.

         C. As fully stated below,  portions of the settlement set forth in this
Agreement  are  effective  upon the  Effective  Date (as defined  below) of this
Agreement,  while other  portions of the  settlement  are  conditioned  upon the
timely exercise by the Crown Parties of the option to purchase MCNIC's interests
in CAD.

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                                    AGREEMENT

         For good and valuable consideration,  the receipt and adequacy of which
are hereby acknowledged, the Parties agree as follows:

         1. Transfer of CAC's Interests in CAR. CAC hereby  transfers,  assigns,
and conveys to MCNIC all of its rights,  title,  and interests in or relating to
Crown Asphalt Ridge, L.L.C., a Utah limited liability company ("CAR"), including
but not limited to all of its rights,  title,  and interests as a member of CAR,
all of its rights,  title,  and  interests as an owner of CAR, all of its rights
under the CAR  Operating  Agreement  (including  but not  limited to any and all
ownership rights,  management rights, back-in options, back-in rights, tag-along
rights,   rights  of  first  offers,   rights  to   participate   in  additional
opportunities,  and rights to  participate  in the  management  or  ownership of
subsequent  plants) and the CAR Operating and Management  Agreement.  CAC hereby
represents and warrants that it has not previously transferred or encumbered any
portion of said rights,  title, and interests to any person or entity other than
MCNIC and is not aware of any such encumbrances  other than the MK Judgment,  as
defined below.  Upon this assignment by CAC of its rights,  title, and interests
in CAR, which  assignment  shall occur  immediately and  automatically  upon the
signing  of this  Agreement,  CAC's  obligations  under the CAR True Up Loan (as
defined  below) shall be discharged  in full.  Upon this  assignment,  the Crown
Parties  acknowledge and agree that none of them will have any right,  title, or
interest  in or  relating  to CAR other than the  overriding  royalty  interests
granted by Paragraph 6 below.

         2. Transfer of Tar Sands Leases and Other CAR-related Assets. The Crown
Parties hereby transfer,  assign, and convey to CAR all of their rights,  title,
and  interests  in and to any tar  sands  leases  or other  contracts  or assets
relating  to CAR that are held by them (as  opposed to being  held by CAR).  The
Crown  Parties  agree to execute and  deliver  forthwith  any  further  deeds or
assignments  deemed  necessary by the MCN Parties to effectuate  this provision.
The Parties acknowledge that several permits,  licenses,  rights, assets, and/or
applications relating to (i) the lands currently controlled or leased by CAR, or
(ii) CAR's  operations,  are now in CAC's  name,  including  the  Uintah  County
Conditional  Use Permit,  the Utah  Department of Air Quality  Permit,  the Utah
Division of Water Quality Letter of Exemption, the Utah Division of Oil, Gas and
Mining Permit and related Bond, and the Application for Special Use Lease (filed
with  Uintah  County).   The  Parties  agree  that  these  four  permits  and/or
applications will promptly be assigned and transferred to CAR, and CAC agrees to
assign and transfer to CAR any other such  permits,  licenses,  rights,  assets,
and/or  applications  that are  requested by MCNIC.  MCN and MCNIC hereby agree,
jointly and severally, to defend, indemnify, and hold harmless the Crown Parties
and Mealey from all  liabilities,  claims,  and causes of action of any kind and
nature that arise from MCNIC's ownership and operation,  from the Effective Date
forward, of CAR and the CAR-related assets being acquired by CAR as part of this
Agreement.

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         3. Agreement Not to Compete.  For a period of three (3) years following
the Effective Date of this Agreement,  Mealey, the Crown Parties,  and the Crown
Parties' respective officers and directors shall not compete, either directly or
indirectly,  or assist others in competing with CAR in the western United States
and in  western  Canada  in any way in  regards  to tar sands  leasing,  mining,
extraction,  or processing. It is expressly acknowledged that the mere ownership
of the  shares  in CEC or in CAC and  their  successors  and  assigns  will  not
constitute a violation of this  Paragraph 3,  although it is  acknowledged  that
neither  CEC nor CAC can  compete  with CAR in  regards  to tar  sands  leasing,
mining,  extraction,  or processing  during the term and within the geographical
scope of this provision.  It is also acknowledged that the Crown Parties,  their
officers and directors  and Mealey may continue in their  present  businesses of
buying, storing,  blending, and selling asphalt without violating this Paragraph
3.

         4. Release of CEntry  Settlement  Escrow.  The Parties hereby authorize
the CEntry settlement funds, which total  approximately $1 million and which are
currently  being  held  in an  escrow  account  for the  benefit  of CAR and its
members, to be released  immediately to MCNIC. The Crown Parties shall forthwith
sign any additional  documents that are required by the escrow holder before the
escrow holder will release the escrow funds to MCNIC.

         5. Payment of Morrison Knudsen Judgment. Upon receipt of the funds from
the CEntry escrow, MCNIC shall promptly satisfy the judgment that was entered on
or about  January  30,  2001 by the  Eighth  Judicial  District  Court of Uintah
County,  State  of Utah,  in Case No.  990800360  (the  "MK  Judgment").  The MK
Judgment was entered in favor of Morrison Knudsen Corporation and against CAC in
the principal amount of $303,873.39. The MCN Parties shall indemnify CAC and its
directors, officers, shareholders, employees or agents from the MK Judgment.

         6. Grant of Overriding  Royalty.  Immediately  following the signing of
this Agreement, MCNIC (which will then be the sole member of CAR) will cause CAR
to grant and assign to CAC and its  successors  and assigns a one  percent  (1%)
non-cost bearing,  overriding royalty interest in the sales proceeds received by
CAR or its successors and assigns from any product produced from the lands known
as "Tract A" of CAR (i) that are either currently leased by CAR or (ii) that are
currently leased by one of the other Crown Parties,  where the lease is one that
will be assigned to CAR upon the signing of this Agreement pursuant to Paragraph
2 above and a three percent (3%) non-cost bearing,  overriding  royalty interest
in the sales  proceeds  received by CAR or its  successors  and assigns from any
products  produced from any other lands (i) that are either  currently leased by
CAR or (ii) that are currently  leased by one of the other Crown Parties,  where
the lease is one that will be assigned to CAR upon the signing of this Agreement
pursuant  to  Paragraph  2 above.  The  Parties  acknowledge  and agree  that no
overriding  royalties  shall be due and payable on any raw tar sands or products
that are removed from the specified  lands by a lessor or its assigns unless CAR
or any  successor or assign  receives any net proceeds  (i.e.,  compensation  in

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excess of all associated costs, including overhead) as a result of such removal,
in which case the  applicable  overriding  royalty  will be paid only on the net
proceeds.  No amendment,  modification to, or transfer of interests in any lease
or agreement for "Tract A" or other lands shall serve to extinguish or eliminate
these overriding royalty  interests.  CAR and MCNIC agree to cause the necessary
documentation  evidencing the granting of the overriding royalty interests to be
prepared  and  executed  in such a manner  as to allow the  documentation  to be
recorded with the County Recorder's Office of Uintah County,  Utah. In the event
any lease or agreement relating to any lands covered by these overriding royalty
interests terminates or expires,  then such overriding royalty interest expires,
provided,  however,  that if any such lease or agreement is subsequently renewed
by MCNIC or CAR, or any related entity or successor in interest to MCNIC or CAR,
within one (1) year of such expiration or termination, the respective overriding
royalty interest will be granted and assigned by CAR or its successor or assigns
to CAC or its  successors  and assigns in all such renewal leases or agreements.
The Crown  Parties and Mealey  acknowledge  that the receipt of such  overriding
royalties does not entitle them to any decision making authority relating to CAR
or the CAR  assets  and that  MCNIC  has no  obligation  to them to  pursue  the
retrofit at the CAR production facility or to operate the CAR assets at any time
in the future. The Crown Parties and Mealey further  acknowledge that they shall
have no input  into any  decision  regarding  such  assets or any  rights to the
assets other than the right of CAC and its successors and assigns to receive the
above-described  overriding  royalties in the event product is sold and that the
only  obligation  owed to them is the  obligation of CAR and its  successors and
assigns to pay CAC and its successors and assigns the above-described overriding
royalties  when,  and if,  product is sold. The Crown Parties and Mealey further
acknowledge  that the receipt of such  overriding  royalties does not entitle to
them to object to  MCNIC's  sale of CAR or the CAR  assets and that they have no
legal basis for  asserting,  either now or at any time in the future,  any claim
against the MCN Parties,  CAR, or any of their successors and assigns except for
the right to assert a claim to collect CAC's overriding royalties.

         7.  Mutual  Releases  Regarding  CAR.  Effective  immediately  upon the
signing of this Agreement, the Parties mutually release each other as follows:

         (a)  Release by the MCN  Parties.  Except for the right to enforce  the
terms of this  Agreement,  the MCN Parties,  on behalf of  themselves  and their
respective heirs, successors, and assigns,  completely release and discharge the
Crown Parties and Mealey,  as well as their respective  heirs,  successors,  and
assigns and all of their  respective  current and former  attorneys,  directors,
officers,  shareholders,  members, managers,  employees, and agents from any and
all existing  claims and causes of action of any kind in nature,  whether or not
presently known by the Parties, that relate in any way to CAR, including but not
limited  to all such  claims and causes of action  asserted  in the  Arbitration
Proceeding,  the State Action,  and the Federal Action, all claims and causes of
action  arising  under  the  CAR  Operating  Agreement,  the CAR  Operating  and
Management Agreement, and the Promissory Note dated July 20, 1999 payable by CAC
to MCNIC in the principal amount of $2,991,868.66  (the "CAR True Up Loan"), and
all  claims  and  causes of action  arising  from or in any way  related  to the

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ownership,  operation,  and  management  of CAR.  The Crown  Parties  and Mealey
acknowledge that this limited release by the MCN Parties does not release any of
the Crown Parties from any part of the Fee Award or the Damages Judgment.

         (b) Release by the Crown  Parties  and Mealey.  Except for the right to
enforce the terms of this Agreement,  the Crown Parties and Mealey, on behalf of
themselves  and their  respective  heirs,  successors,  and assigns,  completely
release  and  discharge  the MCN  Parties,  as well as their  respective  heirs,
successors,  and  assigns  and  all  of  their  respective  current  and  former
attorneys, officers, directors, shareholders, employees, and agents from any and
all existing claims and causes of action of any kind and nature,  whether or not
presently known by the Parties, that relate in any way to CAR, including but not
limited  to all such  claims and causes of action  asserted  in the  Arbitration
Proceeding,  the State Action,  and the Federal Action, all claims and causes of
action  arising  under  the  CAR  Operating  Agreement,  the CAR  Operating  and
Management  Agreement,  and the CAR True Up Loan,  and all  claims and causes of
action  arising  from or in any way  related to the  ownership,  operation,  and
management of CAR.

         8. Option to Purchase MCNIC's  Interest in CAD.  Effective upon CAPCO's
payment  to  MCNIC  of the  sum of  $200,000.00,  which  payment  shall  be made
contemporaneously  with the signing of this  Agreement,  MCNIC hereby grants the
Crown Parties the option to purchase all of MCNIC's rights, title, and interests
in or relating to CAD for the sum of $5,500,000.00 (the "Purchase  Price").  The
initial  term of this option  shall expire at the close of business on April 30,
2002, but the Crown Parties shall have the right to extend the term by a maximum
of five  months  (or  through  September  30,  2002)  by  making  an  additional
$100,000.00  payment to MCNIC for each  additional  month  desired  by them.  To
obtain a one-month  extension  of the term,  the Crown  Parties must deliver the
required  $100,000.00  payment to MCNIC by the close of business on the last day
of the  existing  term.  For  example,  if the  Crown  Parties  pay the  initial
$200,000.00  payment  required to activate  the option and then desire to extend
the term of the option for one additional  month, they must deliver the required
$100,000.00  payment to MCNIC by the close of  business  on April 30,  2002.  To
exercise this option,  the Crown Parties must tender to MCNIC during the term of
the option  (including any extensions  allowed by this  Paragraph) the funds and
other items specified in Paragraph 14(a) below. If the option is extended beyond
April 30, 2002, as allowed by this  Paragraph,  the Purchase Price will increase
by $100,000.00 at the time each one-month extension is obtained.

         9. Allocation of Option Payments.  If the Crown Parties timely exercise
the option  granted them by Paragraph 8 above and the Closing (as defined below)
occurs,  then  all  payments  made to MCNIC  pursuant  to  Paragraph  8 shall be
credited  against the Purchase Price.  If, however,  the Closing does not occur,
then the  $200,000.00  payment  made to MCNIC  pursuant to  Paragraph 8 shall be
credited  against  the Fee  Award,  but any  additional  payments  made to MCNIC
pursuant  to  Paragraph 8 for the  purpose of  extending  the term of the option
shall not be  credited  against  the Fee  Award  and,  instead,  shall be deemed
consideration  for  extending  the  initial  term  of the  option.  The  Parties
acknowledge  that any application of the initial  $200,000.00  option payment to

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the Fee Award as described  within this Agreement  shall not waive in any manner
the Crown Parties'  right,  upon the expiration of any stay imposed by Paragraph
10 below,  to move to vacate or appeal the Fee Award or  otherwise  contest  the
validity of such award.

         10.  Stay  of  Proceedings.  Effective  upon  MCNIC's  receipt  of  the
$200,000.00 payment required by Paragraph 8 in order to activate the option, the
Parties agree to stay any and all proceedings  relating to the Damages Judgment,
including  but not  limited to any  efforts  by MCNIC to execute on the  Damages
Judgment, the supplemental hearing scheduled in the Confirmation  Proceeding for
March 5, 2002, and any hearing or ruling on CAD's Motion to Stay  Enforcement of
Rule 54(b) Judgment,  which was filed in the Confirmation Proceeding on or about
February  15,  2002,  and any  and  all  proceedings  regarding  the Fee  Award,
including  but  not  limited  to  any  hearings  or  further   briefing  on  the
cross-motions  to  confirm  or vacate  the Fee Award that have been filed in the
Confirmation Proceeding. The term of this stay shall be identical to the term of
the option  (including  extensions  thereof,  if any)  described  in Paragraph 8
above.  Upon  the  activation  of  this  stay  by the  payment  of the  required
$200,000.00   payment,   the  Parties  shall  forthwith   jointly  file  in  the
Confirmation  Proceeding a Stipulation  and proposed Order  consistent with this
Paragraph.

         11.  Operation of CAD During Stay.  During the term of any stay granted
by the provisions of Paragraph 10 above, the Parties agree as follows  regarding
the operation of CAD:

         (a) Business in Ordinary Course. The Crown Parties shall operate CAD in
the ordinary course and shall not sell,  assign,  pledge, or in any way encumber
or  attempt  to sell,  assign,  pledge,  or in any way  encumber  any of the CAD
terminals,  the Cowboy terminal, or any of CAD's equipment located at any of the
terminals.  Without  limiting the  foregoing,  the Crown Parties agree that they
will keep  current,  and extend if  necessary,  all real  property and equipment
leases now in effect at the CAD  terminals  and the Cowboy  terminal,  that they
will keep current, and extend if necessary, all insurance policies now in effect
with  respect to the CAD  terminals,  the  Cowboy  terminal,  and all  equipment
located  at any of the  terminals,  that they will keep  current,  and extend if
necessary,  all  permits now in effect with  respect to the CAD  terminals,  the
Cowboy terminal,  and all equipment  located at any of the terminals,  that they
will maintain the condition of the CAD terminals,  the Cowboy terminal,  and all
equipment  located at any of the terminals  (reasonable wear and tear excepted),
that they will  promptly  collect  all monies owed to CAD and  promptly  pay all
monies owed by CAD (except for the Damages  Judgment),  that they will not enter
into any long term contracts (i.e.,  contracts  lasting more than six months) on
behalf of CAD, and that they will not enter into any  intercompany  transactions
involving  either CAD or CAPCO,  except as described in Subparagraph (c) of this
Paragraph,  without the prior written  authorization of MCNIC. To the extent any
costs  or  expenses  are  incurred  by CAD as a  result  of  the  "through  put"
transactions  described  in  Subparagraph  (c) below,  the Crown  Parties  shall
promptly reimburse CAD for those costs and expenses.

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         (b)  Retention of Contract  Rights and  Obligations.  The Parties shall
retain all of their  respective  rights and obligations  under the CAD Operating
Agreement  and the CAD  Operating and  Management  Agreement,  including but not
limited to MCNIC's right under  Section 6.3 of the CAD Operating and  Management
Agreement to examine  CAD's books and records and its right under Section 6.4 of
the CAD Operating and Management  Agreement to inspect CAD's terminals and other
facilities.  MCNIC may exercise  these rights one or more times during the stay,
as desired.  Notwithstanding  the foregoing,  the Parties agree that MCNIC shall
have no obligation to make any further capital contributions or loans to CAD.

         (c) Use of CAD Tanks for "Through Put" Arrangements.  The Parties agree
that CAD's  asphalt  tanks may be utilized to store  asphalt  owned by unrelated
third parties (the "Third Party(ies)").  The Crown Parties and Mealey agree that
CAD will not incur any expenses because of these "through put"  transactions and
that the only expenses that CAD continues to incur are for real property  taxes,
real property leases, equipment leases and CAD's portion of the loan obligations
to  Hancock-Geisler  which are payable with regard to the Cowboy terminal.  When
CAD receives the  inventory  due it under the  Settlement  Agreement  with Santa
Maria Refining Company,  then CAD will bear the expenses and receive the revenue
associated with that inventory. The MCN Parties shall not claim any ownership or
security  interest in the asphalt  placed in any of CAD's asphalt tanks by Third
Parties on a "through  put" basis or in the  proceeds  thereof.  CAPCO shall pay
MCNIC the amount of $5 per ton of the Third Parties'  asphalt which is stored in
CAD's tanks. Within five days of the signing of this Agreement,  CAPCO shall pay
MCNIC the amount of $5 per ton for each ton of Third  Parties'  asphalt  that is
stored in CAD's tanks as of the Effective  Date.  CAPCO shall also pay MCNIC the
amount of $5 per ton for each  additional ton of Third Parties'  asphalt that is
placed in any of CAD's tanks at any time after the signing of this Agreement and
before  the  Closing  or  expiration  of the  stay,  with  said  payments  being
calculated  and made on a weekly  basis.  CAPCO  agrees to  provide  MCNIC  with
whatever  documentation  concerning  such asphalt which it reasonably  requests.
Upon the expiration of the stay, if the Crown Parties have not timely  exercised
their  option  under  Paragraph 8 above,  the MCN  Parties  will allow the Third
Parties a reasonable  period of time of not less than thirty (30) days to remove
any of their  asphalt that is then being stored in CAD's tanks.  Upon receipt of
the $200,000.00  option payment  specified in Paragraph 8 above, the MCN Parties
agree to promptly  provide the Crown  Parties with a letter in the form attached
hereto as Exhibit  "A" which  evidences  their  consent to the  contents of this
Subparagraph.  Notwithstanding  the foregoing,  the Parties agree that the Crown
Parties will reserve  sufficient space in CAD's tanks to accommodate all asphalt
that may be delivered to CAD by Santa Maria Refining  Company ("SMRC") under the
terms of the  Settlement  Agreement,  dated on or about October 23, 2001,  among
SMRC, CAD, and their related entities.

         12.  No  Bankruptcy.  During  the  term  of  any  stay  granted  by the
provisions of Paragraph 10 above, the Crown Parties agree that none of them will
seek bankruptcy protection and that they will oppose all third party attempts to
force such bankruptcy.

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         13.  Rights Upon  Expiration  of Any Stay of  Proceedings.  The Parties
anticipate that the Crown Parties will timely  exercise the option  described in
Paragraph 8 above and that, upon the Closing thereof (as described  below),  the
conditional  portions of the  settlement set forth in this Agreement will become
final and  effective.  If,  however,  the  Crown  Parties  are  unable to timely
exercise the option, or elect not to do so, then upon the expiration of any stay
of  proceedings  under  Paragraph  10 above the Parties  shall have all of their
respective  rights and  obligations  regarding the Damages  Judgment and the Fee
Award, except as follows:

         (a) The Crown Parties hereby waive the right to appeal,  set aside,  or
otherwise challenge the Damages Judgment;

         (b) The Crown Parties  hereby waive the right to pursue CAD's Motion to
Stay Enforcement of Rule 54(b) Judgment; and

         (c) The Crown Parties agree not to contest the right of the MCN Parties
to execute on CAD's assets.

         14.  Closing.  If the Crown  Parties  elect to exercise  the option set
forth in Paragraph 8 above,  they shall schedule a closing to occur on or before
the  expiration  of the option (the  "Closing").  The Closing shall occur at the
offices of Parsons Behle & Latimer, 201 South Main Street, Suite 1800, Salt Lake
City, UT, on such date and at such time as the Parties shall agree (but prior to
the expiration of the option).

         (a) Items to be  Delivered By the Crown  Parties at Closing.  The Crown
Parties shall deliver the following items to the MCN Parties at the Closing:

                  (i) Immediately  available funds representing the remainder of
the Purchase Price owing, as calculated in accordance under Paragraphs 8 and 9;

                  (ii) An executed  agreement,  in a form  acceptable to the MCN
Parties, stating that the Crown Parties agree, jointly and severally, to defend,
indemnify,  and hold harmless the MCN Parties from any claims by Berman, Gaufin,
Tomsic  &  Savage  ("BGT&S)  that  arise  out of or  relate  in any  way to this
Agreement or the Notice of  Attorneys'  Liens filed by BGT&S in the  Arbitration
Proceeding on or about November 12, 2001; and

                  (iii)  Executed  Stipulations  and proposed  Orders,  in forms
acceptable to the MCN Parties,  effecting the final  dismissal with prejudice of
all pending litigation between the Parties.

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         (b)  Items to be  Delivered  by the MCN  Parties  at  Closing.  The MCN
Parties  shall  deliver to the Crown  Parties or their  designees  the following
items at the Closing:

                  (i) An  assignment  of  all  of  MCNIC's  rights,  title,  and
interests in or relating to CAD.

                  (ii)  Executed  documents,  in forms  acceptable  to the Crown
Parties,  evidencing the termination of any security  interests in the assets of
CAD or any Crown Party,  and  evidencing the  cancellation  of the loans made by
MCNIC to CAD, which documents  shall become  effective only upon MCNIC's receipt
of the funds and documents specified in Subparagraph (a) above; and

                  (iii)  Executed  Stipulations  and proposed  Orders,  in forms
acceptable to the Crown Parties,  evidencing the final  dismissal with prejudice
of all pending  litigation  between the Parties,  which  documents  shall become
effective  only upon  MCNIC's  receipt of the funds and  documents  specified in
Subparagraph (a) above.

         15. Mutual Releases. Effective immediately upon the Closing and MCNIC's
receipt of the  Purchase  Price,  the  Parties  mutually  release  each other as
follows:

         (a)  Release by the MCN  Parties.  Except for the right to enforce  the
terms of this  Agreement,  the MCN Parties,  on behalf of  themselves  and their
respective heirs, successors, and assigns,  completely release and discharge the
Crown Parties and Mealey,  as well as their respective  heirs,  successors,  and
assigns and all of their  respective  current and former  attorneys,  directors,
officers,  shareholders,  members, managers,  employees, and agents from any and
all then-existing claims and causes of action of any kind and nature, whether or
not presently known by the Parties,  including but not limited to all claims and
causes of action  arising out of the  Damages  Judgment  and the Fee Award,  all
claims and causes of action  asserted in the Arbitration  Proceeding,  the State
Action,  and the Federal  Action,  all claims and causes of action arising under
the CAD Operating Agreement, the CAD Operating and Management Agreement, and any
of the loans made by MCNIC to CAD,  and all claims and causes of action  arising
from or in any way related to the ownership,  operation,  and management of CAD,
CAPCO, and the Rawlins terminal.

         (b) Release by the Crown  Parties  and Mealey.  Except for the right to
enforce the terms of this Agreement,  the Crown Parties and Mealey, on behalf of
themselves  and their  respective  heirs,  successors,  and assigns,  completely
release  and  discharge  the MCN  Parties,  as well as their  respective  heirs,
successors,  and  assigns  and  all  of  their  respective  current  and  former
attorneys, directors, officers, shareholders,  members, managers, employees, and
agents  from any and all  then-existing  claims and causes of action of any kind
and nature,  whether or not  presently  known by the Parties,  including but not
limited  to all  claims  and  causes  of  action  asserted  in  the  Arbitration

                                       9
<PAGE>

Proceeding,  the State Action,  and the Federal Action, all claims and causes of
action  arising  under  the  CAD  Operating  Agreement,  the CAD  Operating  and
Management  Agreement,  and any loans  made by MCNIC to CAD,  and all claims and
causes of action arising from or in any way related to the ownership, operation,
and management of CAPCO, CAD, and the Rawlins terminal.

         16. Dismissal of Pending Litigation. If, and only if, the Crown Parties
timely  exercise  their  option under  Paragraph 8 above and the Closing  timely
occurs,  then the Parties shall  forthwith  jointly move for the dismissal  with
prejudice of the State Action and the Federal Action.  In addition,  the Parties
shall forthwith withdraw their  cross-motions to confirm or vacate the Fee Award
that have been  filed in the  Confirmation  Proceeding.  Moreover,  MCNIC  shall
forthwith file notice in the  Confirmation  Proceeding that the Damages Judgment
has been fully satisfied.

         17.  Allocation  of  Settlement  Proceeds.   Subject  to  the  releases
contained in Paragraph 15, the Parties agree that, if the Crown Parties exercise
their option under Paragraph 8 above and if the Closing occurs,  then no portion
of the Purchase Price and no portion of the other consideration  required of the
Crown Parties as part of this Agreement is a payment towards the Fee Award.

         18. Tax  Matters.  In the event that the Closing  occurs and that MCNIC
receives the full Purchase  Price,  then the Parties agree as follows:  (i) that
all loans  made by MCNIC to CAD will be deemed  to have been  forgiven  by MCNIC
prior  to the  transfer  of  MCNIC's  membership  interest  in CAD  pursuant  to
Paragraph 14 above; and (ii) (a) that MCNIC will be entitled to claim a bad debt
loss for the forgiveness of its loans to CAD, and (b) that any income recognized
by CAD as a result of the  forgiveness of the loans shall be allocated by CAD on
a prorata basis to CAPCO and MCNIC in accordance with their membership interests
in CAD as of the Effective Date,  unless (in either case) otherwise  required by
applicable  law.  The Crown  Parties  agree  not to take any  action or make any
election that is inconsistent with the intended tax treatment described above.

         19. Mutual Indemnifications.  The Parties agree to indemnify each other
as follows:

         (a) Indemnification of the Crown Parties and Mealey. Effective upon the
Closing,  MCN  and  MCNIC  hereby  agree,  jointly  and  severally,  to  defend,
indemnify,  and hold harmless the Crown Parties and Mealey from all liabilities,
claims, and causes of action of any kind and nature,  whether presently existing
or  subsequently  accruing,  and whether  asserted by the MCN Parties or others,
arising  from or in any way  pertaining  to CAR, any of the  CAR-related  assets
being acquired by CAR as a part of this Agreement, or the operation of CAR.

         (b) Indemnification of the MCN Parties. Effective upon the Closing, the
Crown Parties hereby agree,  jointly and severally,  to defend,  indemnify,  and

                                       10
<PAGE>

hold harmless the MCN Parties from all liabilities, claims, and causes of action
of any kind and nature, whether presently existing or subsequently accruing, and
whether  asserted  by the Crown  Parties or others,  arising  from or in any way
related to the assets or operations of CAD, CAPCO, or the Rawlins terminal.

         20. No Duties or Covenants  Except as  Expressed.  There are no implied
duties or covenants  contained in this Agreement  other than those of good faith
and fair dealing. In addition,  the Parties acknowledge and admit that, from and
after the Effective Date of this Agreement, no fiduciary relationship will exist
between any of the Crown Parties and any of the MCN Parties and that none of the
respective  Parties will owe any fiduciary  duties to each other,  regardless of
whether the Closing contemplated herein occurs.

         21.  Execution of Further  Documents.  The Parties agree to execute any
and all  documents  that  may be  necessary  to  effectuate  the  terms  of this
Agreement.

         22. Binding  Agreement.  This Agreement shall be binding upon and inure
to the  benefit of the  Parties  and their  respective  heirs,  successors,  and
assigns.

         23.  Applicable  Law. This Agreement shall be governed by and construed
in accordance with the laws of Utah.

         24.  Effective Date. This Agreement shall become  effective and binding
upon the Parties once it has been signed by all of the Parties  (the  "Effective
Date").

         25.  Counterparts,  Facsimile.  This  Agreement  may be executed in any
number of counterparts and by facsimile,  each of which may be executed by fewer
than all of the Parties,  each of which shall be enforceable against the Parties
actually executing such counterparts, and all of which together shall constitute
one instrument.

         26.  Integration  Clause.  The Parties stipulate that this Agreement is
the  final,  complete,  exclusive,  and  fully  integrated  expression  of their
settlement. This Agreement supersedes all prior oral or written agreements among
the Parties with respect to the subject matters contained  herein.  There are no
representations,  arrangements or understandings,  either oral or written, among
the  Parties  which are not fully  expressed  herein.  No  alterations  or other
modifications  of this Agreement  shall be effective  unless made in writing and
signed by all Parties.

         27.  Representations  and  Warranties.   Each  of  the  Parties  hereby
represents and warrants that this Agreement has been duly authorized and validly
executed and delivered by said Party, by or through an individual with authority
to act on behalf of and legally bind said Party. Each of the Parties also hereby
represents  and  warrants  that said  Party has not  transferred,  assigned,  or
pledged, in whole or in part, any of the claims that are within the scope of the
releases set forth in Paragraphs 7 and 15 above.  The Parties further  represent

                                       11
<PAGE>

and  warrant  that  they  have not  relied  upon any  statement,  communication,
representation, or opinion of any other Party or any representative of any other
Party in connection with this Agreement or the settlement of this matter.

         28. Survival Clause.  The Parties hereby acknowledge and agree that the
transactions  and  provisions  set forth in  Paragraphs  1 through 7, 18, and 20
through 27 of this  Agreement,  which become  effective and binding  immediately
upon the  signing of this  Agreement,  shall not be  affected  in any way in the
event the Crown Parties do not timely exercise their option under Paragraph 8 of
this Agreement and the Closing contemplated by this Agreement does not occur.

         IN WITNESS  WHEREOF,  the Parties have executed  this  Agreement on the
dates indicated below.


                                            DTE ENTERPRISES, INC.

Dated:   March 8, 2002                      By:   /s/
                                                 ------------------------------
                                            Its:     Associate General Counsel


                                            MCNIC PIPELINE & PROCEESING COMPANY

Dated:   March 8, 2002                      By:    /s/ Howard L. Dow III
                                                 ------------------------------
                                            Its:     Vice President


                                                 /s/ Howard L. Dow III
                                                 ------------------------------
Dated:   March 8, 2002                             HOWARD L. DOW III

                                                 /s/ William E. Kreamer
                                                 ------------------------------
Dated:   March 8, 2002                              WILLIAM E. KRAEMER


                                            CROWN ENERGY CORPORATION

                                            By:      /s/ Jay Mealey
                                                 ------------------------------
Dated:   March 8, 2002                      Its:     President


                                            CROWN ASPHALT CORPORATION

                                            By:      /s/ Jay Mealey
                                                 ------------------------------
Dated:   March 8, 2002                      Its:     President

                                       12
<PAGE>

                                            CROWN ASPHALT PRODUCTS COMPANY


                                            By:      /s/ Jay Mealey
                                                 ------------------------------
Dated:   March 8, 2002                      Its:     President


                                            CROWN ASPHALT DISTRIBUTION, L.L.C.


                                            By:      /s/ Jay Mealey
                                                 ------------------------------
Dated:   March 8, 2002                      Its:     Manager


                                                   /s/ Jay Mealey
                                                 ------------------------------
Dated:   March 8, 2002                              JAY MEALEY

                                       13