<PAGE>
 
                                                                   Exhibit 10.35

                     PMPA MOTOR FUELS FRANCHISE AGREEMENT
                     ------------------------------------


THIS AGREEMENT is made as of this 30th day of January, 1997 (the "Effective
Date"), by and between Mobil Oil Corporation, a New York corporation having its
principal place of business at 3225 Gallows Road, Fairfax, Virginia  22037
("Mobil"), and Petro Stopping Centers, L.P., a Delaware limited partnership
having its principal place of business at 6080 Surety Drive, El Paso, Texas
79905 ("Petro").

                            PRELIMINARY STATEMENTS
                            -----------------------

Mobil and Petro, for good and valuable consideration, have entered into this
PMPA Motor Fuels Franchise Agreement ("Agreement") for the sale of Mobil-branded
diesel fuel and gasoline at Petro's nationwide system of truckstops
("Truckstops") located on the United States interstate highway network, which
system Petro operates directly or franchises through independent franchisees
("the Petro System"), subject to all of the terms and conditions set forth
below.  For purposes of this Agreement, "Truckstops" shall mean retail diesel
fueling sites which have as their primary business the sale of diesel fuel or
the furnishing or sale of goods or  services to the over-the-road trucking
industry and include, but are not limited to, pumper sites and multi-service
travel plazas.  Simultaneously with the execution of this Agreement, Petro and a
Mobil Affiliate have executed a partnership agreement.

                                   ARTICLE 1

                                PMPA FRANCHISE
                                --------------

 1.1      Establishment of PMPA Franchise. Petro hereby agrees to purchase 
          -------------------------------
          Mobil-brand low-sulfur diesel fuel ("Mobil Diesel") and Mobil-brand
          gasoline ("Mobil Gasoline") from Mobil for sale and distribution under
          Mobil's trademarks within the Petro System. For purposes of this
          agreement, Mobil Diesel and Mobil Gasoline may be collectively
          referred to as "Mobil Motor Fuels." By this Agreement, Mobil and Petro
          hereby establish a "franchise" and a "franchise relationship", as
          defined by the Petroleum Marketing Practices Act, 15 U.S.C. Sections
          2801-2806 (the "PMPA"). Mobil hereby grants Petro (a) the right to use
          Mobil's trademarks in connection with the retail sale of Mobil Motor
          Fuels at Truckstops which are operated by Petro and approved by Mobil
          under Section 3.3 ("Petro Br anded Sites"), and (b) the right to grant
          Petro's independent franchisees within the Petro System ("Petro
          Operators") the use of Mobil's trademarks in connection with the
          retail sale of Mobil Motor Fuels at Truckstops ("Operator Branded
          Sites"), provided such Petro Operators are supplied Mobil Diesel
          and/or Mobil Gasoline by Petro under this Agreement, operate such
          Truckstops within the Petro System, and are approved by Mobil under
          Section 3.3.
<PAGE>
 
          Petro Branded Sites and Operator Branded Sites are sometimes
          collectively referred to in this Agreement as "Branded Sites". The
          Truckstops approved by Mobil as of the Effective Date for the sale of
          Mobil Diesel are listed on Exhibit A attached hereto. The Truckstops
          approved by Mobil as of the Effective Date for the sale of Mobil
          Gasoline are listed on Exhibit B attached hereto. The grant of rights
          under this Section 1.1 is subject to the detailed provisions of the
          remaining Articles and Sections of this Agreement. The grant of rights
          under this Section 1.1 applies only to the supply of Mobil Motor Fuels
          to Truckstops within the Petro System and is not intended to give
          Petro any rights outside the Petro System or any rights with respect
          to sites which are not Truckstops or any rights with respect to any
          Mobil products other than Mobil Motor Fuels. This PMPA Motor Fuels
          Franchise Agreement between Petro and Mobil is separate and distinct
          from Petro's business format franchise agreement under which Petro
          allows its franchisees to operate "Petro Stopping Centers" travel
          centers and to use the Petro trademark.

 1.2      Relationship of the Parties.  The parties intend for this Agreement to
          ---------------------------                                           
          govern the PMPA franchise and franchise relationship between them and
          the purchase, sale and distribution of Mobil Motor Fuels. For purposes
          of this Agreement, Mobil and Petro acknowledge that they are separate
          business entities, and are not joint venturers, partners, agents or
          fiduciaries of each other. Mobil and Petro do not have the power to
          bind or obligate each other, except as may be expressly provided
          otherwise in this Agreement or any amendments to this Agreement.

 1.3      Acknowledgments.
          --------------- 

          (a)  Petro hereby acknowledges that: (a) Mobil has made a substantial
               investment in developing its own numerous marketing premises as
               Mobil-branded retail-fuel outlets; (b) Mobil has developed Mobil-
               branded retail-fuel outlets throughout the country which are
               distinguished by design, trademark, decor, promotions and
               graphics; (c) Mobil has built valuable goodwill throughout the
               country and has fostered confidence in the motoring public in
               Mobil-branded retail-fuel outlets and products bearing Mobil's
               trademarks; (d) Mobil has advertised its Mobil products
               extensively throughout the country; (e) the continued success of
               Mobil, of Mobil dealers, and of Petro as a Mobil distributor, as
               well as all other Mobil distributors, is dependent upon each
               Mobil distributor and Mobil dealer maintaining the highest
               standards of service station and/or facility operation,
               cleanliness, product quality, personal commitment to high
               performance and customer service; and (f) Petro's conduct and the
               conduct and personal performance of Petro Operators will impact
               on Mobil's efforts to achieve high standards so long as Petro and
               Petro Operators represent the Mobil trademarks and products to
               the public.

                                       2
<PAGE>
 
          (b)  Mobil hereby acknowledges that: (a) Petro has made a substantial
               investment in developing its own franchise system including a
               franchise billing system and numerous marketing premises as
               "Petro Stopping Center" travel centers; (b) Petro has developed
               Petro System locations throughout the country which are
               distinguished by design, trademark, decor, promotions and
               graphics; (c) Petro has built valuable goodwill throughout the
               country and has fostered confidence in the trucking industry in
               Petro System locations and products bearing Petro's trademarks;
               and (d) Petro has advertised its Petro System extensively
               throughout the country.

          (c)  The parties acknowledge that certain systems, programs, manuals
               and other information developed for Mobil-branded retail-fuel
               outlets or the Petro System are proprietary. Upon either party
               designating any system, program, manual or other information as
               being confidential or proprietary, the receiving party will treat
               the information accordingly.

1.4       Representations and Assurances. Petro represents to Mobil that Petro
          ------------------------------ 
          will manage the franchise so as to maintain and enhance the public
          acceptance of Mobil's trademarks and Mobil products. Accordingly,
          Petro shall manage the franchise so as to meet or exceed Mobil's high
          standards of retailing, appearance, customer service and product
          quality; to refrain from conduct which will detract from the value of
          Mobil's trademarks or which would tend to lower the public acceptance
          of Mobil dealers and operators; to conduct its business to ensure that
          Petro, at Petro Branded Sites, operates and maintains the business at
          a level which meets or exceeds Mobil's high standards; and to exert
          commercially reasonable efforts to ensure that Petro Operators, at
          Operator Branded Sites, conduct their businesses at a level which
          meets or exceeds Mobil's high standards. Without limiting any other
          provisions of this Section 1.4, Petro shall meet or exceed at Petro
          Branded Sites, and use commercially reasonable efforts to ensure that
          Petro Operators meet or exceed at Operator Branded Sites, the minimum
          standards as set forth in this Agreement including, without
          limitation, the standards under Articles 3, 5, 6, 7 and 8 and Exhibit
          F hereto. Mobil represents to Petro that Mobil will supply diesel fuel
          and gasoline from the Exhibit D Terminals that meets or exceeds
          minimum industry and governmental specifications for same. THESE
          OBLIGATIONS AND COMMITMENTS UNDERTAKEN BY MOBIL AND PETRO ARE
          REASONABLE AND OF MATERIAL SIGNIFICANCE TO THE FRANCHISE RELATIONSHIP
          AND ARE THE VERY ESSENCE OF THIS AGREEMENT.


1.5       Breach of Representations and Assurances. For purposes of this Section
          ----------------------------------------  
          1.5 and other sections of this Agreement dealing with Mobil's right to
          debrand any Branded Site or 

                                       3
<PAGE>
 
          to terminate or non-renew this Agreement, Mobil agrees to provide to
          Petro notice of any violations along with a reasonable opportunity to
          cure such violations, except in the case of egregious violations such
          as misbranding, before it takes action to debrand, terminate or
          nonrenew. Petro's failure or refusal to comply with the obligations
          outlined in this Agreement at any Branded Site shall constitute
          grounds for Mobil's disapproval or withdrawal of approval of such
          Branded Site. Petro's continued or widespread failure or refusal to
          comply with the obligations outlined in this Agreement shall
          constitute grounds for Mobil's termination or nonrenewal of this
          Agreement and the franchise relationship between Mobil and Petro. Any
          failure or refusal of a Petro Operator at an Operator Branded Site to
          comply with the obligations outlined in this Agreement, which shall be
          part of any supply agreement between Petro and the Petro Operator with
          respect to the sale or distribution of Mobil Motor Fuels, shall
          constitute grounds for Mobil's disapproval or withdrawal of approval
          of such Operator Branded Site. Upon any such termination, nonrenewal,
          disapproval or withdrawal of approval, Petro shall remove, or use
          commercially reasonable efforts to cause to be removed, and return to
          Mobil, if applicable, any Mobil color schemes, trademarks, brand
          names, logos, signs, advertising and other references to Mobil in
          connection with the sale or distribution of Mobil Motor Fuels as
          provided in Article 3. Any authorizations or contractual agreements
          between Petro and any Petro Operator to use Mobil's trademarks is
          subject to, and must incorporate, the preceding provisions of this
          Section 1.5. Nothing in this Section 1.5 is to be construed to create
          any relationship, direct or indirect, between Mobil and any Petro
          Operator who shall remain the sole and exclusive franchisee of Petro
          with respect to Mobil Motor Fuels.

 1.6      Mobil's Rights and Obligations to Establish Other Mobil Branded Retail
          ----------------------------------------------------------------------
          Outlets.
          ------- 

          The provisions of Section 1.6 are set forth on Schedule 1 to Exhibit
          D.

 1.7      Petro's Obligations to Brand the Existing Petro Branded Sites for
          -----------------------------------------------------------------
          Diesel.
          ------ 

          (a)  Petro shall use and permit Mobil to have installed at Mobil's
               sole expense, as allowed by local zoning ordinances and
               applicable laws, Mobil's identification signs, trademarks and
               color schemes for the sale of Mobil Diesel at the Petro Branded
               Sites listed on Exhibit A within the Petro System. In the
               alternative, by mutual agreement between the parties, Petro shall
               install such signs, trademarks and color schemes and, upon
               verification that such work has been completed to Mobil's
               standards and specifications and receipt by Mobil of proper
               invoices evidencing the completed work, Mobil shall reimburse
               Petro for such installation. Petro shall exert commercially
               reasonable efforts, subject to all applicable laws, to cause
               Petro Operators to sell and distribute Mobil Diesel. All Petro
               Operator Sites that have been approved by Mobil for 

                                       4
<PAGE>
 
               branding under Section 3.3 and have agreed to sell and distribute
               Mobil Diesel will be listed on Exhibit A. Mobil and Petro shall
               update such Exhibit A as necessary. Petro shall, in its supply
               agreements with Petro Operators who agree to sell Mobil Diesel,
               include a provision requiring the Petro Operator to install and
               use, as allowed by local zoning ordinances, Mobil's
               identification signs, trademarks and color schemes for the sale
               of Mobil Diesel at such Branded Site.

          (b)  If, during the Term, with respect to any Truckstop in the Petro
               System operated by Petro, Mobil withholds its approval and
               consent under Section 3.3, Petro shall not sell diesel at such
               Truckstop under trademarks of any fuel refiner or fuel marketer
               other than Mobil, except that Petro may sell diesel at such Petro
               Branded Site under Petro's proprietary trademarks and logos
               applicable generally to the Petro System. If Mobil withholds its
               approval and written consent under Section 3.3 with respect to
               any Truckstop in the Petro System operated by Petro because such
               Truckstop fails to portray Mobil's image and meet Mobil's high
               standards, Petro shall use reasonable efforts promptly to improve
               such image and standards to a level reasonably acceptable to
               Mobil.

          (c)  Subject to the terms contained in this Agreement, Petro shall
               not, during the Term, enter into an agreement for the sale of
               diesel on a branded basis with any fuel refiner or fuel marketer,
               other than Mobil, except that Petro may sell diesel at Truckstops
               operated by Petro under Petro's proprietary trademarks and logos
               applicable generally to the Petro System.

1.8       Petro's Obligations to Brand the Existing Petro Branded Sites for
          -----------------------------------------------------------------
          Gasoline.
          --------- 

          (a)  Subject to existing gasoline supply agreements, Petro shall
               install and use, as allowed by local zoning ordinances and
               applicable laws, Mobil's identification signs, trademarks and
               color schemes for the sale of Mobil Gasoline at the Petro Branded
               Sites listed on Exhibit B in markets where Mobil sells gasoline
               for retail sale or distribution on a Mobil-branded basis. In
               addition, Petro agrees to sell Mobil Gasoline at its Truckstops
               in El Paso and Vinton, Texas. Petro shall exert commercially
               reasonable efforts, subject to applicable laws, to cause Petro
               Operators to sell and distribute Mobil Gasoline in markets where
               Mobil sells gasoline for retail sale or distribution on a Mobil-
               branded basis. All Petro Operator Sites that have been approved
               by Mobil for branding under Section 3.3 and that have agreed to
               sell and distribute Mobil Gasoline will be listed on Exhibit B.
               Mobil and Petro shall update such Exhibit B as necessary. Petro
               shall, in its supply agreements with Petro Operators who 

                                       5
<PAGE>
 
               agree to sell Mobil Gasoline, include a provision requiring the
               Petro Operator to install and use, as allowed by local zoning
               ordinances and applicable laws, Mobil's identification signs,
               trademarks and color schemes for the sale of Mobil Gasoline at
               such Branded Site.

          (b)  Subject to existing gasoline supply agreements, Petro shall not
               sell gasoline at any Truckstop operated by Petro that is located
               in an area listed on Exhibit H, and for which Mobil has withheld
               its approval and consent under Section 3.3, under trademarks of
               any fuel refiner or fuel marketer other than Mobil, except that
               Petro may sell gasoline at such Petro Branded Site under Petro's
               proprietary trademarks and logos applicable generally to the
               Petro System. If Mobil withholds its approval and written consent
               under Section 3.3 with respect to any Truckstop in the Petro
               System operated by Petro because such Truckstop fails to portray
               Mobil's image and meet Mobil's high standards, Petro shall use
               reasonable efforts promptly to improve such image and standards
               to a level acceptable to Mobil.

          (c)  Subject to the terms contained in this Agreement, Petro shall
               not, during the Term, enter into an agreement for the sale of
               gasoline on a branded basis with any fuel refiner or fuel
               marketer, other than Mobil, except that Petro may sell gasoline
               at Truckstops operated by Petro under Petro's proprietary
               trademarks and logos applicable generally to the Petro System and
               except that Petro may sell gasoline on a branded basis at
               Truckstops located in geographic areas other than those listed in
               Exhibit H if Mobil timely notifies Petro under Section 3.3 that
               it does not desire to supply Mobil Gasoline for retail sale at
               the location.

          (d)  Notwithstanding the preceding provisions of this Section 1.8, the
               following applies:

               (i)    If on the Effective Date a Truckstop in the Petro System
                      operated by Petro is subject to a gasoline supply
                      agreement on a branded basis with a refiner or fuel
                      marketer other than Mobil, such Truckstop may continue to
                      remain branded under the trademarks of that refiner or
                      fuel marketer for the duration of the then current term of
                      such supply agreement unless it can be terminated earlier.
                      Except as provided below in this Section 1.8(d)(i), Petro
                      shall not extend or renew such supply agreement beyond its
                      term. Petro shall provide Mobil written notice at least
                      sixty (60) days prior to the termination or expiration of
                      the term of such supply agreement which notice must
                      specify the Truckstop, the termination or expiration date
                      and the supplier under

                                       6
<PAGE>
 
                      such supply agreement. Upon termination or expiration of
                      the then current or any future term of such supply
                      agreement, the following applies:

                      (1)  If Mobil notifies Petro, within a period of time
                           sufficient for Petro to make alternate supply
                           arrangements, that Mobil desires to have gasoline
                           sales at the Truckstop branded Mobil, Petro shall not
                           extend or renew such agreement and shall not sell
                           gasoline at such Truckstop under the trademarks of
                           any refiner or fuel marketer other than Mobil (except
                           Petro's proprietary trademarks and logos applicable
                           generally to the Petro System). This Section
                           1.8(d)(i)(1) is subject to Section 1.8(d)(i)(3).

                      (2)  If Mobil does not notify Petro, within a period of
                           time sufficient for Petro to make alternate supply
                           arrangements, that Mobil desires to have gasoline
                           sales at the Truckstop branded Mobil, Petro may renew
                           its supply agreement with such other refiner or fuel
                           marketer or other supplier on comparable terms for an
                           additional term. The provisions of Section 1.8(d)(i)
                           will apply to any future termination of such supply
                           agreement or the expiration of such additional term.
                           If Petro does not renew such supply agreement or such
                           supply agreement otherwise terminates, Section
                           1.8(d)(ii) will apply to gasoline sales at the
                           Truckstop following the expiration or termination of
                           such supply agreement.

                      (3)  If Mobil notifies Petro of its desire to brand
                           gasoline sales under Section 1.8(d)(i)(1) and if
                           Petro cannot, pursuant to terms of the agreement or
                           by applicable law, terminate or nonrenew the supply
                           agreement on a branded basis with a refiner or fuel
                           marketer other than Mobil, then such Truckstop may
                           continue to remain branded under the trademarks of
                           that refiner or fuel marketer as required by law or
                           by any applicable agreement.

               (ii)   If on the Effective Date a Truckstop in an area listed on
                      Exhibit H is not subject to a gasoline supply agreement on
                      a branded-basis with a refiner or fuel marketer other than
                      Mobil, and Mobil does not desire to have Mobil Gasoline
                      sales at such Truckstop, Petro shall not sell gasoline at
                      such Truckstop under trademarks of a refiner or fuel
                      marketer other than Mobil (except Petro's proprietary
                      trademarks and logos applicable generally to the Petro
                      System). However, if on the

                                       7
<PAGE>
 
                      Effective Date a Truckstop is not in an area listed on
                      Exhibit H and Mobil does not desire to have Mobil Gasoline
                      sales at such Truckstop, Petro may sell gasoline at such
                      Truckstop under any trademark, including that of a refiner
                      or fuel marketer other than Mobil.

               (iii)  This Section 1.8 applies to the sale by Petro of, and
                      restricts the rights of Petro to sell, gasoline fuel,
                      subject to existing gasoline supply agreements and in
                      compliance with applicable law, only in those states
                      specified in Exhibit H attached hereto (geographic areas
                      of Mobil's marketing efforts), which Exhibit H may be
                      amended from time to time in Mobil's sole discretion upon
                      reasonable notice to Petro.

1.9       Petro's Obligations to Brand New Petro Sites Mobil Diesel
          ---------------------------------------------------------

          Excluding all existing Franchisees, Petro will sell, or will cause its
          Operators to sell, subject to applicable law and existing supply
          agreements, Mobil Diesel at any new Petro Truckstop Site that Mobil
          desires to sell Mobil Diesel, including Petro Operated Sites, during
          the Term. At the expiration of any existing supply agreement, Petro
          will sell, if Mobil approves, Mobil Diesel.

1.10      Petro's Obligations to Brand New Petro Sites Mobil Gasoline
          -----------------------------------------------------------

          Excluding all existing Franchisees, at all new Petro Truckstop Sites
          located in areas listed on Exhibit H at which Mobil desires to sell
          Mobil Gasoline, including sites operated by Petro Operators, Petro
          will sell, or will cause its Operators to sell, subject to applicable
          law and existing supply agreements, on terms and conditions provided
          herein and in the supply agreement between Petro and the Petro
          Operator, Mobil Gasoline at such Site during the Term. At the
          expiration of any existing supply agreement, Petro will sell, if Mobil
          requests, Mobil Gasoline. For all new Petro Branded Sites not located
          in areas listed on Exhibit H at which Mobil does not desire to sell
          Mobil Gasoline, including sites operated by Petro Operators, Petro may
          sell, and allow its Operators to sell, any gasoline including gasoline
          supplied under the trademark of a refiner or fuel marketer. For all
          new Petro Truckstop sites located in areas listed on Exhibit H at
          which Mobil does not desire to sell Mobil Gasoline, including sites
          operated by Petro Operators, Petro may sell gasoline at such Truckstop
          under Petro's proprietary trademarks and logos applicable generally to
          the Petro System.

1.11      No Franchise Relationships Between Mobil and Petro Operators
          ------------------------------------------------------------

                                       8
<PAGE>
 
          NOTHING CONTAINED IN THIS AGREEMENT IS TO BE CONSTRUED AS CREATING A
          FRANCHISE OR FRANCHISE RELATIONSHIP BETWEEN MOBIL AND ANY PETRO
          OPERATOR WITH RESPECT TO THE SALE OR SUPPLY OF DIESEL OR GASOLINE
          UNDER THE PMPA OR UNDER ANY OTHER FEDERAL OR STATE LAW. Any franchise
          or franchise relationship covering the sale or supply of Mobil-branded
          diesel or gasoline to Petro Operators shall exist only if, and upon
          the terms of, a separate written agreement between Petro, on the one
          part, and the Petro Operator, on the other part.

1.12      Term of Agreement. The term of this Agreement shall be for a fixed
          ----------------- 
          period of ten (10) years, commencing on the Effective Date, unless
          terminated earlier under this Agreement (the "Term").

                                   ARTICLE 2

                              GENERAL SALES TERMS
                              -------------------

2.1       Terminal Locations, Price, Quantities  - Product from Mobil Sources
          -------------------------------------------------------------------

          (a)  First Agreement Year. From the Effective Date through the first
               full Calendar Year of this Agreement, the Exhibit D Terminal
               locations, minimum monthly annual quantities and prices for the
               supply of Mobil Motor Fuels for designated Branded Sites are as
               listed in Exhibit D.

          (b)  Terminal and Quantity Changes.

               (i)    Substitution Rights. Mobil has the right, but not the
                      obligation, on at least four (4) hours' prior notice by
                      telephone to Petro, to substitute another terminal for any
                      of the Exhibit D Terminals, unless the substituted
                      terminal increases by more than ten (10) miles the
                      distance measured one way that Petro must haul Mobil Motor
                      Fuel to each Branded Site served by the original terminal.
                      Such substitution may be at any time and from time to time
                      and for such periods as Mobil may advise Petro. Nothing
                      provided in this Section 2.1(b)(i) may be construed as
                      preventing Mobil from arranging to cover supply disruption
                      as provided in Section 13.4 of the Agreement. Upon and
                      during the period of such substitution, such terminal
                      shall be considered an Exhibit D Terminal for all purposes
                      and the quantity and price provisions relating to the
                      original terminal will continue to apply to Mobil Motor
                      Fuels lifted from such substitute terminal.

                                       9
<PAGE>
 
               (ii)   Quantity Reductions and Deletions. Upon written notice to
                      Petro at any time and from time to time, Mobil may also,
                      in its reasonable discretion, reduce or delete the minimum
                      monthly or annual quantities of Mobil Motor Fuels from any
                      Exhibit D Terminal. Upon such reduction or deletion, the
                      Branded Sites affected by the reduced or deleted
                      quantities will be supplied from alternate source(s)
                      pursuant to Section 2.6. Mobil may offer to supply to
                      Petro all or a portion of the reduced or deleted
                      quantities from a terminal other than an Exhibit D
                      Terminal. Such quantity must be offered by Mobil to Petro
                      at a price equal to the greater of: (1) the price of the
                      original reduced or deleted quantity; or (2) the lowest
                      comparable price (as determined under Section 2.3(c)(ii)
                      of the Agreement) available to Petro in the market area(s)
                      of the Branded Site(s) unless Mobil and Petro mutually
                      agree to a price. If Petro accepts such quantity, the
                      parties shall amend Exhibit D to include the Branded Site,
                      new terminal, quantity and price accordingly and such
                      terminal will be deemed an Exhibit D Terminal. If Petro
                      rejects such quantity, such Branded Site(s) will continue
                      to be supplied from alternate sources in accordance with
                      this Agreement. If Mobil deletes or reduces a minimum
                      monthly or annual quantity of Mobil Motor Fuels for any
                      Exhibit D Terminal and does not offer to supply all or any
                      portion of deleted or reduced quantities as outlined in
                      this Section 2.1, the Reference Volume will be reduced by
                      an appropriate amount for purposes of the calculation of
                      the Annual Price Adjustment for the Calendar Year of such
                      deletion or reduction. In any other event, the Reference
                      Volume for purposes of calculation of the Annual Price
                      Adjustment will not be reduced. For any subsequent
                      Calendar Year, Mobil may reinstate all or any part of the
                      deleted or reduced quantities and the Reference Volume
                      will be increased accordingly.

               (iii)  A deletion or reduction of quantities by Mobil under this
                      Section 2.1(b) is not to be construed as a request for an
                      amendment under Section 2.3(c)(1) of the Agreement.

          (c)  Suspension, reduction, deletion of product quantities. Petro may
               request a temporary or permanent suspension, reduction or
               deletion of product quantities listed on Exhibit D based on
               events beyond its reasonable control. If Mobil agrees to such
               suspension, reduction or deletion, the Reference Volume will be
               reduced accordingly.

                                       10
<PAGE>
 
          (d)  Amendment by Mutual Agreement. Upon mutual agreement to amend
               Exhibit D, the parties may at any time add, substitute or delete
               terminals to or from the Exhibit D Terminals and modify related
               prices or quantities, provided such amendment will not affect
               Petro's obligation to pay to Mobil the Annual Price Adjustment in
               any Agreement Year.

          (e)  If Petro acquires a new Petro Branded Site that is a Full Service
               Travel Center for the sale of Mobil Diesel and Mobil approves it
               for the sale of Mobil Diesel pursuant to Section 3.3 and Mobil
               agrees to supply diesel fuel to the new Petro Branded Site from
               Exhibit D Terminals (as Exhibit D may be amended from time to
               time), the "Reference Volume" as defined in Section 2.4(g) will
               be increased by the greater of six (6) million gallons or the
               volume Mobil agrees to supply annually effective commencing three
               (3) months after the Petro Branded Site is open and operating for
               the sale of diesel fuel. The increase in the "Reference Volume"
               for the first operating year for each new Petro Branded Site will
               be prorated accordingly if the effective date is during any
               Calendar Year. Upon the effective date of the increase in the
               Reference Volume, the Annual Price Adjustment will be calculated
               using the Reference Volume as increased. If Mobil does not agree
                                                                      ---
               to supply the new Petro Branded Site with any diesel fuel from an
               Exhibit D Terminal (as amended), the Reference Volume will not,
               merely because of the new Petro Branded Site, increase.

 2.2      Products.
          -------- 

          (a)  The Mobil products to be bought and sold under this Agreement are
               Mobil Diesel and Mobil Gasoline. In addition, Petro shall
               purchase Mobil lubricants pursuant to an agreement substantially
               similar to the agreement attached hereto as Exhibit C. The
               lubricants agreement, when executed, is a separate agreement
               between Mobil and Petro and is not a part of the franchise
               relationship which is the subject of this PMPA Motor Fuels
               Franchise Agreement. Mobil may, at any time and from time to
               time, on written notice, change the grade, specifications,
               characteristics, product name, or other distinctive designation
               of such Mobil product so long as such change does not result in a
               decrease in product quality and is in compliance with all
               applicable laws. Such product as so changed remains subject to
               this Agreement. Whenever reasonably possible, Mobil shall use
               reasonable efforts to provide Petro with at least ninety (90)
               days' prior written notice of any significant changes in product
               specifications or designations. Should Mobil change the product
               name or other distinctive designations of such Mobil product, and
               such change results in Petro incurring costs, Mobil shall bear
               the costs of such 

                                       11
<PAGE>
 
               changes, if necessary and reasonable, including but not limited
               to, the cost of pumping or cleaning tanks, replacement of all
               signs containing such product name and/or other distinctive
               designations.

          (b)  Petro shall be obligated to purchase such product, as changed,
               except as provided in this Section 2.2(b). In the event a diesel
               product change results in a substantially different product which
               causes financial hardship to Petro or results in a lower quality
               product, Petro may, by furnishing Mobil written notice within
               sixty (60) days following Mobil's written notice to Petro of such
               product change, request an alternate source of diesel product. If
               the grade, specifications and characteristics of the alternate
               product meets or exceeds the minimum industry specifications for
               such product and the alternate source supplier agrees to Mobil's
               alternate source procedure as defined in this Agreement, and if
               Petro can substantiate financial hardship or proof that the
               product is of lower quality, Mobil shall approve such alternate
               source. Petro's notice must specify the basis for Petro's claim
               of financial hardship. Failure to request timely an alternate
               source of diesel product is conclusively deemed a waiver by Petro
               of such right as it relates to such diesel product change. Any
               dispute regarding the application of this Section 2.2(b) is to be
               resolved in accordance with Section 16.13.

          (c)  Petro may additize Mobil Diesel only in accordance with
               applicable laws and generally recognized industry standards and,
               even then, only with Mobil's prior written approval, which shall
               not be unreasonably withheld, conditioned or delayed. Petro shall
               not represent or advertise, or allow the representation or
               advertisement of, any additized Mobil Diesel as a Mobil premium
               product or as a product with Mobil additive. Subject to this
               Section 2.2(c), Mobil hereby approves Petro selling Petro Power
               Plus, under that or any other name, as an additive. Petro will
               ensure that all Petro Power Plus decals at all Mobil approved
               locations will comply with this Section 2.2(c) within ninety (90)
               days of being approved for the sale of Mobil Diesel. Petro Power
               Plus signage and brochures must reflect that it is an additive
               combined with the base diesel product and not a premium product.

 2.3      Quantities.
          ---------- 

          (a)  During the Term and pursuant to the terms of this Agreement,
               Mobil shall sell to Petro either directly or indirectly through a
               subsidiary or an affiliate of Mobil, and Petro shall purchase
               from Mobil or such subsidiary or affiliate, all diesel fuel to be
               sold at Branded Sites within the Petro System. Petro shall not
               resell Mobil Diesel to any person or entity except to Petro
               Operators for resale 

                                       12
<PAGE>
 
               at Operator Branded Sites or except to Petro's retail customers
               at Petro Branded Sites. Petro shall purchase from Mobil, to the
               extent that supply is available from Mobil, at least the monthly
               minimum quantities of Mobil Diesel set forth in Exhibit D. For
               the first full Calendar Year during the term of this Agreement,
               Petro shall purchase from Mobil at least the monthly and annual
               minimum quantities of Mobil Diesel set forth in Exhibit D. Such
               quantities shall be sourced from Mobil terminals or third-party
               terminals arranged by Mobil as specified in Exhibit D (the
               "Exhibit D Terminals"). "Calendar Year" means a twelve-month
               period commencing on January 1. For the purposes of this
               Agreement, the sales, supply and payment arrangements for any
               quantities sourced from third-party terminals arranged by Mobil
               may be carried out by a subsidiary or an affiliate of Mobil.
               Further, an affiliate or subsidiary of Mobil shall be an entity
               more than 50% of the voting stock of which is owned directly or
               indirectly by Mobil or Mobil Corporation.

          (b)  As gasoline supply agreements expire and Mobil is able to approve
               the Branded Sites for the sale of Mobil Gasoline, during the Term
               Mobil shall sell to Petro, and Petro shall purchase from Mobil,
               gasoline to be sold at certain Branded Sites within the Petro
               System as required and approved under Section 3.3 by Mobil. Petro
               shall not resell Mobil Gasoline to any person or entity except to
               Petro Operators for resale at Operator Branded Sites or except to
               Petro's retail customers at Petro Branded Sites. Petro shall
               purchase from Mobil, to the extent that supply is available from
               Mobil, at least the monthly quantities of Mobil Gasoline set
               forth in Exhibit D upon the site being branded for the sale of
               Mobil Diesel. For the first full Calendar Year during the term of
               this Agreement, Petro shall purchase from Mobil, subject to
               existing gasoline supply contractual obligations, at least the
               monthly and annual minimum quantities of Mobil Gasoline set forth
               in Exhibit D. Such quantities shall be sourced from the Exhibit D
               Terminals. Should any Branded Site not satisfy the minimum
               gasoline purchase requirements as set forth on Exhibit D, Mobil's
               sole remedy shall be the disapproval or debranding of such
               site(s).

          (c)  For each succeeding Calendar Year, Petro shall purchase from
               Mobil at least the monthly and annual minimum quantities of Mobil
               Diesel set forth in Exhibit D, except to the extent that the
               terminals, quantities and prices in Exhibit D are amended as
               follows:

               (i)    By furnishing written notice to the other party at least
                      sixty (60) days prior to the beginning of a Calendar Year,
                      or at any time during such Calendar Year if competitive
                      conditions change significantly, either

                                       13
<PAGE>
 
                      party may request amendment of Exhibit D for such Calendar
                      Year. If the parties mutually agree to the requested
                      amendment, the amendment shall take affect effect January
                      1 of the Calendar Year or as mutually agreed to during the
                      Calendar Year, respectively. To the extent that the
                      parties do not mutually agree to the requested amendment,
                      Exhibit D will remain unchanged for the next Calendar Year
                      or for the remainder of the current Calendar Year,
                      respectively. Whether or not a party makes a timely notice
                      requesting such amendment for any Calendar Year, in no
                      event may the price in effect with respect to any Exhibit
                      D Terminal for any Calendar Year be less than the lowest
                      comparable price then available to Petro within the market
                      area of such terminal for such Calendar Year and the
                      parties shall amend Exhibit D and take such other action
                      as may be required to adjust such price so that it is no
                      lower than such lowest comparable price. Comparability
                      under this Section 2.3(c)(i) will be determined in
                      accordance with the requirements under Section 2.3(c)(ii)
                      for third-party offers. In no event shall Mobil be
                      required to offer to Petro the lowest comparable price for
                      diesel at any Exhibit D Terminal during the Term. Petro
                      may request that Mobil meet any lowest comparable price
                      for diesel and Mobil reserves the right to offer such
                      lowest comparable price. If Mobil offers to sell Mobil
                      Diesel to Petro for the next Calendar Year at a price that
                      is $.0025 higher than a comparable competitor's price
                      available to Petro, Mobil may agree to meet the comparable
                      competitor's price for the next Calendar Year. If Mobil
                      agrees to such price for Mobil Diesel, Exhibit D will be
                      amended accordingly. If Mobil declines to meet such
                      comparable price, Petro may either accept Mobil's offer
                      price or designate an alternate source for diesel supply.
                      If the diesel product from the alternate source of supply
                      meets or exceeds the minimum industry or governmental
                      specifications and the alternate source supplier agrees to
                      the alternate source procedures contained in this
                      Agreement, Mobil shall promptly approve such alternate
                      source of diesel supply. However, this change in supply
                      source in no way affects Petro's obligations to purchase
                      150,000,000 gallons of diesel from the Exhibit D Terminals
                      nor affects Petro's obligations relating to the Annual
                      Price Adjustment.

               (ii)   If a party furnishes timely written notice under Section
                      2.3(c)(i) requesting an amendment to Exhibit D, such party
                      shall include in such notice its requested price, quantity
                      or terminal location changes, with certification that any
                      requested diesel price changes are based on comparable
                      third-party bona fide offers. To be comparable, an offer

                                       14
<PAGE>
 
                      must: (i) be available to Petro from Mobil's competitors;
                      (ii) relate to the supply of diesel comparable in quality
                      and quantity to Mobil Diesel under this Agreement; (iii)
                      apply to the entire applicable Calendar Year; and (iv) be
                      substantially comparable in all other material and
                      relevant respects, including without limitation, terminal
                      location, credit terms and discounts. Any requested price
                      change not timely supported by Petro's representation
                      (verbal or in writing) of a comparable third-party bona
                      fide offer will automatically be rejected. All diesel
                      price changes requested under this Section must include
                      designation of the destination of the Mobil Diesel (i.e.,
                      location of the Branded Site), the terminal and quantity
                      of Mobil Diesel to which such price applies. Any price
                      changes offered by Mobil for Mobil Diesel will be
                      expressed as the OPIS Discount off the Daily OPIS Contract
                      Average Price (as these terms are defined below) quoted
                      for the OPIS reference city specified in Exhibit D.

               (iii)  Following the receiving party's receipt of the requested
                      changes, with proper certification in the case of
                      requested price change to meet a competitive offer, the
                      parties shall meet to review and discuss the requested
                      changes. After such meeting, the receiving party shall
                      furnish the requesting party with written notice
                      indicating whether the receiving party accepts or rejects
                      the requested changes. If a requested change is accepted,
                      the provisions of this Section 2.3(c) apply. If a
                      requested change is rejected for any reason by the
                      receiving party, the receiving party will provide to the
                      requesting party the reason for the rejection. The
                      rejected change, if properly rejected, will be excluded
                      from further consideration under this Section 2.3(c).

               (iv)   If, for any reason, mutual agreement to the requested
                      amendment of Exhibit D as provided in this Section 2.3(c)
                      has not been achieved by the beginning of the Calendar
                      Year to which the requested changes apply, the prices,
                      terminals and quantities for the preceding Calendar Year
                      shall remain in effect until amended by mutual agreement.
                      Upon the subsequent amendment of Exhibit D, the amended
                      purchase price, terminals and quantities for such Calendar
                      Year shall apply from the date of such amendment, and not
                      be retroactively adjusted.

               (v)    Nothing contained in this Section 2.3 may be construed as
                      reducing, limiting or otherwise affecting Petro's
                      obligation to pay to Mobil the Annual Price Adjustment
                      under Section 2.4.

                                       15
<PAGE>
 
          (d)  In any calendar month, Petro shall not lift more than one hundred
               ten percent (110%) of the monthly volumes set forth in Exhibit D
               from any Exhibit D Terminal (the "Monthly Maximum Quantity")
               without Mobil's prior approval. If Petro breaches its obligation
               not to exceed the Monthly Maximum Quantity for any Exhibit D
               Terminal, Mobil may, among other remedies available to it,
               restrict Petro, after reasonable notice, from any further
               liftings at such terminal for the balance of the current Calendar
               Year. If Mobil imposes such restriction, the Branded Sites
               supplied by such terminal will be supplied from alternate sources
               and such restriction will not reduce, limit or otherwise affect
               Petro's obligation to pay Mobil the Annual Price Adjustment under
               Section 2.4. Mobil may elect from time to time to waive in
               writing Petro's obligation not to make excess liftings at any
               terminal and such waiver will not preclude Mobil from
               reinstating, with prior reasonable notice, such obligation for
               future liftings at that terminal. Mobil's waiver of such
               obligation at one terminal is not to be construed as a waiver of
               Petro's obligations at any other terminal.

2.4       Price.
          ----- 

          The provisions of Section 2.4 are set forth on Schedule 2 to Exhibit
          D.
 
2.5       Product Lifting. Except for Mobil Motor Fuels destined for the
          ---------------  
          Delivered Sites, as that term is defined in this Section 2.5, Petro
          will lift product purchased pursuant to this Agreement in accordance
          with Mobil's reasonable, or any applicable third-party terminal-
          operator's, procedures, which are subject to change by Mobil in its
          reasonable discretion or such operator at their sole discretion. If
          Petro lifts less than 90% of its monthly minimum contract volume for
          diesel at an Exhibit D terminal for two (2) consecutive months, Mobil
          may, at its option and subject to Section 2.1, either terminate
          Petro's right to lift diesel product from such Exhibit D Terminal or
          reduce the volume of Mobil Diesel for such terminal under Exhibit D to
          the monthly average of Petro's actual liftings for such two-month
          period. Subject to Section 2.1, such reduction will not reduce or in
          any way affect Petro's obligation to pay the Annual Price Adjustment
          for such year. "Delivered Sites" are the Petro Operated Sites located
          at: Kingman, Arizona; Shorter, Alabama; and Shreveport, Louisiana.
          Mobil agrees to make arrangements to deliver Mobil Motor Fuels to the
          Delivered Sites. Petro agrees to pay Mobil the Freight Adjustment as
          indicated on Exhibit D. The Freight Adjustment may change and Mobil
          agrees to provide reasonable notice of such change to Petro.

2.6       Alternate Source Procedures.
          --------------------------- 

                                       16
<PAGE>
 
          The provisions of Section 2.6 are set forth on Schedule 3 to Exhibit
          D.
 
2.7       Deliveries. Except for Mobil Motor Fuels delivered to the Delivered
          ----------  
          Sites, Delivery occurs, and title and risk of loss pass to Petro, at
          the terminal rack at the time of loading into a tank truck. Mobil
          shall have the right at anytime to designate delivery points as
          provided in Section 2.1. Except for deliveries made to the Delivered
          Sites or as may otherwise be agreed in writing by Mobil,
          transportation from the applicable delivery point shall be arranged
          for and paid by Petro. For Delivered Sites, delivery occurs, and title
          and risk of loss pass to Petro at the Site at the time of delivery
          into the product storage tanks. For Delivered Sites, transportation
          from delivery point shall be arranged for and paid by Mobil.

2.8       Product Receipt; Delay Charges. Petro shall arrange promptly to
          ------------------------------      
          receive delivery at designated terminals or Branded Sites and, except
          for Delivered Sites, shall arrange, at its sole cost and expense, for
          the transport of all Mobil Motor Fuels from such terminals. Petro, or
          its carrier, shall execute such terminal access agreements as may be
          required by any applicable third-party terminal operator or as may
          reasonably be required by Mobil. Petro shall pay and incur without
          reimbursement all charges relating to deliveries including, without
          limitation, applicable demurrage, rerouting or storage charges or
          expenses.

2.9       Methods of Payment.  Except as otherwise provided by Mobil and within
          ------------------                                                   
          thirty (30) days following receipt of Mobil's invoice, all amounts due
          Mobil under this Agreement are payable by Petro through Mobil's
          Automated Direct Debit System (ADDS), or such other reasonable methods
          of payment as Mobil may specify. Mobil reserves the right to charge
          Petro fees, costs or other charges permitted by law for any checks,
          bank debits or electronic transfers by or from Petro which are not
          honored by the bank or are otherwise returned by the bank, and to
          charge Petro any finance charge or other charges for delinquent
          payments as may be permitted by law. Petro shall pay all undisputed
          amounts on disputed invoices for product supplied from Exhibit D
          Terminals when due. The parties agree to cooperate in the resolution
          of any disputed amounts for product supplied from Exhibit D Terminals.
          In the event that Petro continuously, without substantiation, disputes
          Mobil's invoices for product supplied from Exhibit D Terminals, Mobil
          reserves the right to require Petro, upon reasonable advance written
          notice, to pay all future invoices in full upon receipt, including any
          disputed amounts. In such event, Mobil will reimburse Petro any
          amounts determined to be due Petro upon resolution of the dispute. For
          product supplied from alternate sources, Mobil will cause the payment
          of such supplier's invoice in full unless Petro advises Mobil that it
          disputes the supplier's invoice. Upon such notice from Petro, Mobil
          shall suspend payment of said invoice until Petro resolves the dispute
          with the alternate source supplier. Upon resolution, Mobil will 

                                       17
<PAGE>
 
          pay the supplier as directed by Petro. Petro shall exert commercially
          reasonable efforts to resolve such disputes with the alternate source
          supplier and shall indemnify and hold Mobil (including its affiliate
          or subsidiary referenced in Section 2.6) harmless from and against any
          losses, damages, claims, etc. relating to Petro's dispute of an
          alternate source supplier's invoice.

2.10      Credit and Security.
          ------------------- 

          (a)  Mobil may extend credit to Petro on such terms and conditions as
               Mobil may determine in its reasonable discretion. If requested
               and subject to approval by Petro's Board of Directors or
               equivalent successor body, Petro shall provide and maintain a
               letter of credit or shall deposit, assign or pledge security to
               Mobil in such amounts, forms and for such periods of time as
               Mobil may determine adequate to secure Petro's credit limit,
               which shall be established in the sole discretion of Mobil. The
               amount and type of credit and/or security required of Petro may
               be changed by Mobil from time to time at its sole discretion by
               giving notice to Petro, which shall be effective immediately
               unless otherwise specified by Mobil. Petro agrees that Mobil may
               use, without prior demand on Petro, any or all such security to
               satisfy any indebtedness or other obligation to Mobil including,
               but not limited to, indebtedness arising from purchases under
               this Agreement. Subject to existing applicable agreements, Petro
               shall execute a Security Agreement, a Financing Statement, a
               Purchase Money Security Interest and/or any such other financial
               documents as Mobil may reasonably require. In the event Petro
               defaults in the payment of any indebtedness to Mobil, including
               without limitation indebtedness arising from purchases under this
               Agreement, or otherwise fails to comply with any credit terms
               imposed by Mobil, in addition to any other rights it may have,
               Mobil shall have the right immediately to suspend deliveries of
               all Mobil products and to apply any security which Petro may have
               given to Mobil and any funds which Mobil may have on deposit to
               the payment of any such indebtedness. Petro agrees that, in the
               event Petro's account is placed for collection, it shall pay all
               costs and reasonable attorneys' fees associated with such
               collection proceedings if Mobil prevails.

          (b)  Petro agrees to provide to Mobil, annually or, if requested,
               quarterly, Petro's most current financial statement(s) and such
               other documentation as may be necessary, in Mobil's sole
               judgment, to evaluate the financial condition of Petro. In
               addition, Petro agrees to notify Mobil of any material changes or
               events relative to its corporate and financial status or
               condition, including without limitation, to give thirty (30)
               days' prior written notice of any proposed change greater than
               30% in partnership or corporate structure or 

                                       18
<PAGE>
 
               ownership, such as a stock sale or transfer, corporate
               reorganization, merger, acquisition or any other such corporate
               structural change. Petro also agrees to give Mobil written notice
               within thirty (30) days of any liens or judgments in excess of
               $100,000 filed against Petro. Notices pursuant to this Section
               2.10(b) shall be sent by certified mail to Mobil Oil
               Corporation's Credit Department.

2.11      Discontinuance of Products.  Mobil reserves the right to discontinue,
          --------------------------                                           
          without liability, the sale of the Mobil products covered by this
          Agreement.  In the event that Mobil discontinues the sale of any Mobil
          product, Mobil shall have the right, but not the obligation, to
          substitute another product of substantially the same quality for the
          one discontinued. Mobil will make good faith efforts to provide at
          least ninety (90) days' prior written notice to Petro of any
          substitution, whenever reasonably feasible. Mobil's substitution of
          products under this Section 2.11 is subject to Section 2.2(a).

                                   ARTICLE 3

                 TRADEMARK PROTECTION; PRODUCT QUALITY CONTROL
                 ---------------------------------------------

3.1       Trademarks.  Mobil hereby grants Petro the right to resell Mobil Motor
          ----------                                                            
          Fuels covered by this Agreement under Mobil's trademarks only within
          the Petro System and only in accordance with the terms of this
          Agreement. Subject to this Article 3, Petro has the right to use
          Mobil's trademark to identify and advertise Mobil Motor Fuels. Mobil
          only has the right to designate products sold under this Agreement as
          Mobil Diesel or Mobil Gasoline. Nothing herein contained may be
          construed as a waiver of any law, ordinance, regulation, lease and/or
          contract prohibiting the use of Mobil-brand dispensing facilities for
          the storage and sale of non-Mobil branded products. Petro shall not
          use Mobil's trademarks or brand names for any purpose, or in any
          manner which may confuse or deceive the public, or in any manner which
          Mobil in its reasonable discretion may disapprove. Petro acknowledges
          that Mobil is the sole and exclusive owner of the Mobil trademarks and
          nothing in this Agreement and no act or failure on the part of Mobil
          shall give Petro any ownership interest or ownership right in the
          Mobil trademarks or the goodwill associated with those trademarks.

3.2       Advertising and Promotional Materials. Without limiting the provisions
          -------------------------------------  
          of Article 6, all advertising and promotion of Mobil Motor Fuels,
          including without limitation signage, lettering and color scheme, must
          conform to Mobil's graphics standards. Mobil shall provide to Petro,
          pursuant to Article 10, its approved signs advertising Mobil Diesel
          for the initial branding of any Branded Site. These signs, as of the
          Effective Date, include Mobil's High Rise I.D. Sign, Mobil Canopy
          Legend, diesel decals for all diesel dispensers and up to four (4)
          exit signs for each site. The signs 

                                       19
<PAGE>
 
          shall be used solely for the sale of Mobil Diesel and shall be in such
          quantities and for such locations and placement at Truckstops within
          the Petro System as shown on Exhibit I or as the parties may mutually
          agree. With respect to advertising and promotional materials related
          to the resale of Mobil Gasoline, Mobil shall give, sell or lease from
          time to time its customary signs advertising Mobil Gasoline products.
          The signs shall be used solely for the sale of Mobil Gasoline products
          and shall be in such quantities and for such locations as Mobil may
          approve. Petro shall take delivery, erect, install and maintain said
          signs at Petro's sole expense. For gasoline branding and signage,
          Petro may participate in Mobil's regional Distributor Image Incentive
          Program, as amended or discontinued from time to time, or may request
          that Mobil meet an image incentive offer of a competitor. Mobil shall,
          subject to a minimum image incentive offer of 1c per gallon for first
          year EYG (Estimated Yearly Gallons) and subject to a maximum image
          incentive offer of 1c per gallon over Mobil's then current regional
          Distributor Image Incentive Program offer, meet the competitor's
          offer. Once satisfactorily installed, Petro shall maintain, repair and
          replace said diesel and gasoline signs, including but not limited to
          bulb and face replacement, at Petro's sole expense. Without limiting
          the provisions of Article 6, all printed material and all advertising
          used by Petro or Petro Operators in connection with the sale or
          distribution of Mobil Motor Fuels which includes a facsimile of the
          Flying Red Horse, the MOBIL logo, Mobil slogans or any other Mobil
          trademark must be approved in advance by Mobil and Mobil agrees to
          approve/disapprove printed material and advertising within ten (10)
          business days of receipt. On such terms and conditions as Mobil may
          establish, Mobil may furnish to Petro sales promotional material of
          the kind and in such quantities as Mobil may determine. In addition,
          Petro will purchase annual signage packages for national gasoline
          promotions. Petro will consider participating in, but will not be
          obligated to participate in, any regional gasoline marketing programs.
          Petro will exert commercially reasonable efforts to cause Petro
          Operators to participate in national and regional Mobil Gasoline
          promotions.

 3.3      Approval of Use of Mobil Trademarks at Branded Sites. Petro shall
          ---------------------------------------------------- 
          obtain Mobil's approval and prior written consent, which shall not be
          unreasonably withheld, conditioned or delayed, to use, or allow the
          use of, any Mobil identification, sign, logo, slogan, trademark or
          color scheme at any Truckstop within the Petro System operated or
          supplied by Petro. Mobil shall respond to Petro's request for approval
          to use, or allow the use of, any Mobil identification, sign, logo,
          slogan, trademark or color scheme within twenty (20) business days of
          receipt of the request. Mobil may approve the installation and use of
          Mobil's identification signs, logos, slogans, trademarks and color
          schemes for such Truckstops reselling Mobil Diesel operated by or
          supplied by Petro if, in Mobil's reasonable judgment, such Truckstop
          will comply with the provisions of this Agreement relating to Branded
          Sites and portray 

                                       20
<PAGE>
 
          the image and provide the high standards of service Mobil expects from
          locations reselling Mobil Diesel under Mobil's trademarks. Petro at
          its cost shall promptly remove and return all signs, advertising or
          promotional materials when no longer required or when Mobil withdraws
          its approval for use of such signs, advertising or promotional
          materials at any location unless Mobil approves the transfer of the
          sign to another location. Notwithstanding the preceding sentences of
          this Section 3.3, in the event of a violation of this Agreement by
          Petro or any Petro Operator, Petro agrees that upon fifteen (15)
          business days' written notice from Mobil, except in the case of
          egregious violations such as misbranding for which Mobil will provide
          notice reasonable under the circumstances, it will remove or cause the
          removal of any references to Mobil in connection with the sale or
          distribution of Mobil Motor Fuels including, but not limited to, brand
          names, color schemes, logos, slogans, signs, advertising, trademarks,
          equipment and promotional material, from any location determined by
          Mobil to be in material violation of this Agreement and return such
          identification signs to a location designated by Mobil at Petro's
          cost.

 3.4      Product Protection/Quality Assurance (Substitution, Adulteration and
          --------------------------------------------------------------------
          Misbranding). Petro shall not substitute or mix, and shall use
          ------------   
          commercially reasonable effort to ensure that no Operator selling
          Mobil Motor Fuels shall substitute or mix, any other petroleum
          products for or with Mobil Motor Fuels for sale under Mobil's
          trademarks, at any locations owned, operated, controlled or supplied
          by Petro under this Agreement. Only Mobil Motor Fuels purchased from
          Mobil or otherwise approved in writing by Mobil may be distributed or
          handled by Petro through equipment, containers or conveyances bearing
          Mobil's trademarks. Petro shall, and Mobil at its option may, inspect
          and take samples from storage tanks, drums, pumps and tanks of
          delivery vehicles owned or leased by Petro, so as to prevent
          contamination of Mobil Motor Fuels covered by this Agreement. Petro
          shall be subject to immediate termination in the event of product
          substitution, misbranding and/or adulteration if Petro knowingly
          allows its Petro Operators or Branded Sites to substitute, misbrand
          and/or adulterate product. All resale of Mobil Motor Fuels by Petro
          and Petro Operators shall be consistent with Mobil product quality
          requirements. Upon request, Petro agrees to provide Mobil with the
          results of any tests of Mobil Motor Fuels conducted by or for Petro,
          and further agrees to permit Mobil to conduct any additional tests as
          Mobil may reasonably require. Petro shall furnish Mobil with
          reasonable access to Petro Branded Sites and use commercially
          reasonable efforts to arrange for Petro Operators to furnish Mobil
          with reasonable access to Operator Branded Sites so that Mobil may
          conduct any sampling and testing it may require.

 3.5      Change of Trademarks and Color.
          ------------------------------ 

                                       21
<PAGE>
 
          Mobil may at any time change any trademark, service mark, brand name
          or logo, or any design, color or color scheme, used in connection with
          the sale or distribution of Mobil Motor Fuels. If Mobil's change of
          trademarks and color results in necessary and additional costs to
          Petro, Mobil shall be responsible for such costs.

 3.6      Termination of Right to Use Trademarks.  On the effective date of any
          --------------------------------------                               
          termination or nonrenewal of this Agreement, however arising, Petro
          shall, or shall arrange for Petro Operators to, immediately
          discontinue all references to Mobil in connection with the sale or
          distribution of Mobil Motor Fuels including, but not limited to,
          Mobil's color schemes, trademarks, brand names, logos, slogans, signs,
          advertising and promotional materials. Discontinue all references
          means to either remove or cover up the references to Mobil. At such
          time or in the event of any withdrawal of Mobil's approval of a
          Branded Site, Petro shall remove or cover up all references to Mobil
          in connection with the sale or distribution of Mobil Motor Fuels
          including, but not limited to, color schemes, trademarks, brand names,
          logos, slogans, signs, advertising and promotional materials and
          promptly return to Mobil all signs, equipment, advertising and
          promotional materials which Mobil may have loaned or otherwise
          furnished to Petro for that purpose including, without limitation, any
          signs or equipment repurchased by Mobil under Article 10. Such items
          shall be returned to Mobil in the condition they were received by
          Petro, subject only to ordinary wear and tear. In the event Petro or
          any Petro Operator fails to return said signs, equipment, advertising
          or promotional materials, Petro hereby irrevocably grants Mobil the
          right to enter upon Petro Branded Sites and remove said signs,
          advertising materials and equipment or, if it is not practical to
          remove such signs, advertising materials or equipment, obliterate
          them. In no event does Mobil have any obligation to restore any
          Branded Site to its condition as it existed prior to installation of
          any signs, advertising materials or equipment except to the extent
          that Mobil shall repair any damage caused by its exercise of the
          rights under this Section 3.6. Petro shall, in its agreements with
          Petro Operators who sell Mobil brand products, include a similar
          provision granting Mobil the right to enter each Operator Branded Site
          to remove such signs, promotional materials, advertising and
          equipment. Mobil shall bear the cost of restoration (as defined in
          this Section 3.6) of any Branded Site and, except as expressly
          provided below in this Section 3.6, in respect to the Proprietary
          Equipment (as defined in Section 10.2), Petro shall bear the cost of
          removal of any reference to Mobil in connection with the sale or
          distribution of Mobil Motor Fuels including, but not limited to, any
          color schemes, trademarks, brand names, logos, slogans, signs,
          promotional materials, advertising and equipment, including, without
          limitation, transportation costs. Mobil may draft Petro's account or
          deduct such costs from any monies Mobil may owe Petro at the time of
          removal. If Petro disputes the amount of the draft, the parties will,
          in good faith, attempt to resolve the dispute. With respect to the
          Proprietary Equipment, the costs and expenses relating to the removal
          of 

                                       22
<PAGE>
 
          the Proprietary Equipment and the return of such equipment to Mobil
          shall be borne by Petro except as follows:

          (a)  Mobil shall only pay restoration costs, as that term is defined
               in this Agreement, if any of the following occurs:

               (i)    Petro terminates this Agreement, or a Petro Operator
                      exercises its right to terminate its franchise agreement
                      with Petro pursuant to its terms, as a result of Mobil's
                      material failure to fulfill its obligations under this
                      Agreement. In no event does this Section 3.6(a) apply to
                      occasional or localized minor supply disruptions;

               (ii)   Mobil terminates or fails to renew this Agreement as a
                      result of Mobil's withdrawal from marketing either Mobil
                      Diesel or Mobil Gasoline from the geographic markets;

               (iii)  Mobil does not renew this Agreement with Petro because the
                      renewal thereof is likely to be uneconomical;

               (iv)   Petro terminates this Agreement as a result of Mobil's
                      repudiation or material default of this Agreement.

          (b)  Mobil and Petro shall bear such costs equally (except restoration
               costs which will be borne solely by Mobil) upon their mutual
               agreement to terminate this Agreement.

          (c)  For purposes of this Section 3.6, restoration costs is limited to
               the cost of, if necessary, replacing Panaflex, repairing and
               painting poles, canopies, or dispensers from which Mobil signs
               were removed.

                                   ARTICLE 4

                            MOBIL RESPONSIBILITIES
                            ----------------------

4.1       Mobil Responsibilities. Mobil will support Petro with such assistance
          ----------------------
          as Mobil deems appropriate, in its sole discretion, in the competitive
          distribution of Mobil Motor Fuels.

                                   ARTICLE 5

                            STANDARDS OF OPERATION
                            ----------------------

                                       23
<PAGE>
 
5.1       Business Operations. Petro agrees to exercise sound business practices
          ------------------- 
          by using a total quality management approach in managing the franchise
          and to use good-faith and commercially reasonable efforts to maximize
          the sale of Mobil Motor Fuels within the Petro System under the terms
          of this Agreement. Without limiting any other obligation of Petro
          under this Agreement, Petro also shall employ adequate personnel to
          assist Petro Operators at Branded Sites, and monitor and enforce the
          standards set forth in this Agreement including, without limitation,
          the standards under Articles 3, 5, 6, 7 and 8 and the standards set
          forth in Exhibit F. Specifically, in order to maintain the highest
          standards of interstate truckstop operations, Petro shall, and shall
          use commercially reasonable efforts to ensure its Petro Operators:

          (a)  maintain adequate manpower levels considering both the volume and
               the nature of the business activity during operating hours;

          (b)  provide training programs for its pump-island personnel to ensure
               high standards of retailing and services at all Branded Sites;

          (c)  employ sound retailing practices, including without limitation
               diligently and efficiently merchandising and promoting Mobil
               Motor Fuels;

          (d)  maintain inventories of Mobil Motor Fuels reasonably sufficient
               to serve customers during all business hours at Branded Sites;

          (e)  use sufficient lighting and approved illuminated signs to provide
               full visibility of the pump islands at Branded Sites, including
               without limitation enclosed areas, at all times while open for
               operation;

          (f)  attend, at Petro's or Petro's Operators' cost, onsite training on
               Mobil's credit card program and such other training as agreed to
               by Petro and Mobil; and

          (g)  comply with the Retail Image Standards as defined in Exhibit F
               and take any action reasonably necessary to meet or exceed, or
               enforce, the standards set forth in this Agreement including,
               without limitation, Articles 3, 5, 6, 7 and 8 and the standards
               set forth in Exhibit F.

5.2       Hours of Operation. Petro acknowledges the importance of operating
          ------------------  
          Branded Sites at hours which are competitive and meet the needs of the
          motoring public.

                                   ARTICLE 6

                            STANDARDS OF APPEARANCE
                            -----------------------

                                       24
<PAGE>
 
 6.1      Representations. Petro acknowledges the substantial investment Mobil
          --------------- 
          has made in the development of a high quality image for the Mobil
          trademarks, trade names and service marks. Petro shall preserve, and
          shall exert commercially reasonable efforts to ensure that Petro
          Operators at Operator Branded Sites preserve, the value of Mobil's
          trademark by maintaining the appearance of Branded Sites used to sell
          Mobil Motor Fuels in accordance with Mobil's high standards, the
          minimum requirements for which are set forth in this Article 6 and in
          Exhibit F. In addition, Petro shall ensure that Petro personnel
          periodically conduct an onsite field review of each Branded Site to
          ensure its continuing compliance with the minimum requirements in this
          Article 6 and in Exhibit F.

 6.2      Minimum Appearance Standards.
          ---------------------------- 

          (a)  Petro agrees to adopt or continue to foster, as of the date of
               this Agreement, the standards set forth in this Agreement
               including, without limitation, the Retail Image Standards set
               forth in Exhibit F for all Branded Sites. This provision is
               reasonable and of material significance to this Agreement. Petro
               shall at all times operate, or use commercially reasonable
               efforts to cause to be operated, all Branded Sites in compliance
               with the standards set forth in the Retail Image Standards
               Brochure.

          (b)  In the event that Petro adds any additional Branded Site to this
               Agreement by obtaining Mobil's approval and written consent under
               Section 3.3, Petro agrees that such site shall be brought into
               strict compliance with the standards set forth in this Agreement
               (including, without limitation, the Retail Image Standards set
               forth in Exhibit F) no later than ninety (90) days (as such
               period may be reasonably extended by Petro due to any cause or
               event beyond Petro's reasonable control) after Mobil's grant of
               approval to brand the Truckstop.

          (c)  If, at any time during the Term of this Agreement, Petro fails to
               bring any Branded Site into strict compliance as set forth in
               this Agreement including, without limitation the Retail Image
               Standards set forth in Exhibit F, or if at any time after forty-
               five (45) days' written notice (or such shorter period as is
               reasonable under the circumstances which shall in no event be
               less than ten (10) calendar days) Petro fails to operate or use
               commercially reasonable efforts to cause to be operated any
               Branded Site in strict compliance with the standards set forth in
               Exhibit F, then Petro shall, at Mobil's option, lose the right to
               use or display Mobil's trademarks and brand names at such
               station.

          (d)  Without limiting any other obligation of Petro under this
               Agreement (including, without limitation, compliance with the
               standards set forth in

                                       25
<PAGE>
 
               Exhibit F), Petro shall meet or exceed at all Petro Branded
               Sites, and shall use commercially reasonable efforts to ensure
               that Petro Operators meet or exceed at all Operator Branded
               Sites, the following minimum appearance standards with respect to
               Mobil branded fueling points:

               (i)    Keep clean at all times the exterior and underside of all
                      pump-island canopies, except for normal diesel fuel soot.

               (ii)   Power wash the exterior and underside of all pump-island
                      canopies at least once each calendar year.

               (iii)  At each pump island, promptly replace all burned-out
                      lights (including, but not limited to, all internally lit
                      Mobil signage), keep clear all light lenses and promptly
                      repair or replace any damaged or broken light lenses.

               (iv)   Ensure no signage advertising a competitive petroleum
                      product is used at pump islands except as previously
                      approved by Mobil in writing. Signage must be
                      professionally done.

               (v)    Use only such diesel pump decals and information signs as
                      may be supplied by Mobil at Mobil's cost, which decals and
                      signs will comply with applicable rules and regulations,
                      ensure placement of such signs in accordance with Mobil's
                      reasonable written directions and replace such signs if
                      they become worn or faded or are damaged or removed at
                      Mobil's cost. Petro may place one additional decal on the
                      dispensers which advertises Petro Power Plus Additive.

               (vi)   Clean pump islands daily and empty island trash containers
                      on a regular basis to ensure no overflow.

               (vii)  Keep clean (including, without limitation, clean at least
                      daily) all fuel dispensers and maintain such dispensers in
                      good condition and proper working order.

               (viii) At each pump island, maintain an adequate supply of
                      windshield-cleaning equipment and towel and trash
                      containers.

               (ix)   Ensure that all employees in contact with motor fuel
                      customers at the fueling area wear the standard Petro or
                      Mobil uniform.

                                       26
<PAGE>
 
               (x)    Keep clean all service bays, payment areas and buildings.
 
               (xi)   Maintain clean and well-stocked restrooms.

               (xii)  Maintain all asphalt and concrete in fueling area in good
                      repair and reasonably free of potholes.

                                   ARTICLE 7

                                CUSTOMER SERVICE
                               -----------------

7.1       To ensure that a timely and pleasant fuel buying experience is being
          maintained, Petro shall utilize a third-party anonymous customer-
          service measurement program reasonably acceptable to Mobil which will
          conduct surveys, the cost of which will not exceed $100 per year per
          site unless the parties mutually agree otherwise, as follows:

          (a)  the survey must measure customer service and appearance items as
               agreed to by Petro and Mobil;

          (b)  the surveys must be conducted a minimum of two times per year for
               each Branded Site (including one visit during non-daylight
               hours); and

          (c)  Petro shall provide Mobil semi-annually with a report summarizing
               the survey results with underperforming locations identified.

          (d)  Petro will provide necessary training to ensure application of a
               total quality management approach and to provide continual
               improvement of survey results.

7.2       Customer Complaints.  Petro shall manage, and shall exert commercially
          -------------------                                                   
          reasonable efforts to cause its Petro Operators at Operator Branded
          Sites to manage, all Branded Sites so as to minimize customer
          complaints. Petro shall promptly investigate any customer complaints
          relating to Branded Sites and shall make, or ensure others make, such
          adjustments as are reasonable and appropriate. If corrective steps are
          not taken by Petro or any Petro Operator within a reasonable time,
          Mobil shall have the right after giving ten (10) days' advance written
          notice to: (a) withdraw its approval of a Branded Site, and (b)
          require all Mobil trademark signs and equipment be removed from or
          covered up at said Branded Sites as provided in Articles 3 and 10 of
          this Agreement. Customer complaints arising out of credit card
          transactions shall be subject to the provisions of Mobil's Credit Card
          Instructions (Form CO-66), as more fully described in Article 11
          herein.

                                       27
<PAGE>
 
                                   ARTICLE 8

                            MAINTENANCE OBLIGATIONS
                            -----------------------

 8.1      Maintenance Obligations - Petro. In addition to the minimum standards
          -------------------------------    
          set forth in the Articles 5, 6, 7 and Exhibit F, Petro shall, and
          shall use its commercially reasonable efforts to require its Petro
          Operators to:

          (a)  maintain the Branded Sites (including, without limitation,
               adjacent sidewalks and driveways, all landscaped areas and
               equipment) in a neat, clean and safe condition and promptly make
               all necessary repairs or replacements; and

          (b)  operate and maintain all emission control and leak detection
               equipment substantially in accordance with the instructions of
               the manufacturer, replace as necessary, and substantially comply
               with all applicable laws with respect to said equipment.

 8.2      Underground Storage Tanks. Petro shall, and shall use its commercially
          -------------------------   
          reasonable efforts to require Petro Operators to, in good faith,
          maintain all underground storage tanks, piping and related equipment
          used for the storage, handling or dispensing of Mobil Motor Fuels, in
          good, safe and operating condition; and put any tanks, piping or
          equipment not so maintained safely out of service, all in accordance
          with applicable law.

 8.3      Proprietary Equipment. Petro shall maintain in good, clean and
          ---------------------   
          operating condition all Proprietary Equipment (as defined in Section
          10.2) including, but not limited to, promptly replacing all bulbs and
          repair or replace as reasonably necessary any damaged Proprietary
          Equipment regardless of the cause of such damage, except for damage
          caused by Mobil or Mobil's agents.

                                   ARTICLE 9

                  ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY
                  -------------------------------------------

 9.1      Labeling. Petro shall comply, and shall take commercially reasonable
          --------  
          steps to ensure Petro Operators comply, with all health and safety
          labeling and posting requirements of Mobil and of any governmental
          agency or manufacturer.

                                       28
<PAGE>
 
 9.2      Compliance with Laws. Petro shall, and shall take commercially
          --------------------   
          reasonable steps to ensure Petro Operators, comply in all material
          respects with all applicable Federal, state and local laws with
          respect to health and safety, and water, soil and air environmental
          protection as well as all laws governing or pertaining to Petro's or
          Petro Operators' receipt, storage, handling, transportation, sale and
          distribution of hazardous materials and waste and Mobil Motor Fuels
          covered under this Agreement.

 9.3      Product Quality Control.  Petro shall exercise the degree of care and
          -----------------------                                              
          diligence that is commercially reasonable and necessary in the
          handling, storage and sale of Mobil Motor Fuels covered by this
          Agreement and shall protect the quality of Mobil Motor Fuels,
          including without limitation protecting it from contamination by water
          or any other substance.

 9.4      Environmental Contamination. If a Mobil Motor Fuel spill, leak or
          ---------------------------           
          release occurs anywhere in connection with Petro's performance of this
          Agreement, or Petro otherwise determines there is environmental
          contamination at a Branded Site, Petro shall, if and to the extent
          required by the governmental agency having jurisdiction, promptly
          notify the appropriate governmental authorities and shall take timely
          action to clean up the spill, leak or release or other contamination
          and prevent further damage. In the event that Mobil incurs any
          reasonable costs due to the environmental condition of a Branded Site,
          for compliance or lack of compliance with environmental laws, or
          otherwise for the operation of Petro's business, such costs shall be
          paid by Petro to Mobil upon demand. This remedy is in addition to the
          remedies and indemnities provided elsewhere in this Agreement.

 9.5      Motor Fuel Content and Quality Requirements
          -------------------------------------------

          (a)  Mobil shall represent, and shall include in its bills of lading,
               invoices and/or other delivery documentation certifications
               sufficient to demonstrate, that Mobil Motor Fuels sold under this
               Agreement comply with all applicable federal, state and local
               requirements including, without limitation, requirements for
               cetane or octane rating, sulfur content, aromatic content, oxygen
               content, reid vapor pressure, and dye content. Petro shall obtain
               and retain such documentation as required by applicable law.

          (b)  Petro shall exercise, and shall use commercially reasonable
               efforts to require Petro Operators reselling Mobil Motor Fuels to
               exercise, the degree of care and diligence commercially
               reasonable and necessary to ensure that Petro's receipt,
               handling, storage, transportation, sale or use of Mobil Motor
               Fuels received under this Agreement will be in continued
               compliance with all applicable legal requirements for Mobil Motor
               Fuels including, without 

                                       29
<PAGE>
 
               limitation, any federal, state and local
               requirements for cetane or octane rating, sulfur content,
               aromatic content, oxygen content, reid vapor pressure, and dye
               content.

          (c)  Petro hereby grants to Mobil and its contractors and agents
               permission to obtain Mobil Motor Fuels samples at any and all
               Branded Sites as provided below. Petro shall arrange for Petro
               Operators to permit Mobil and/or its contractors and agents, upon
               reasonable prior notice, to enter upon the premises of Petro
               Operators from time to time to take Mobil Motor Fuel samples for
               analysis to ensure compliance with all federal, state and local
               diesel requirements. Petro shall implement a similar or
               comparable oversight program as soon as possible after the
               execution of this Agreement to ensure that Mobil Motor Fuels
               supplied by Mobil: 1) are not mixed with motor fuel that does not
               comply with all federal, state, and local motor fuel content
               requirements, or 2) is not otherwise contaminated. Petro shall
               retain for three (3) years the results of all tests conducted on
               Mobil Motor Fuel samples in conjunction with Petro's oversight
               program.

          (d)  If Petro or its employees, agents, contractors, carriers or
               dealers fail in any material respect at any time to comply with
               the obligations set forth in this Section 9.5 or with an
               applicable federal, state or local motor fuel laws, regulation or
               requirements, such failure shall constitute a breach of this
               Agreement by Petro, and Petro shall be subject to all the
               remedies and sanctions for breach set forth in this Agreement or
               at law including, without limitation,the debranding of any
               Branded Site and temporary or permanent cessation of sales of
               Mobil Motor Fuel to Petro or to any Branded Site.

                                  ARTICLE 10

                               PROPRIETARY SIGNS
                               -----------------

10.1      I. D. Sign and Imprinter Rental. Mobil hereby sells or leases to
          -------------------------------        
          Petro, and Petro hereby agrees to pay Mobil the cost or rental
          attributable to each sign, imprinter, POS terminal and other equipment
          listed in Exhibit E. The rental, if any, listed in Exhibit E shall be
          payable when due and shall be no higher than the rental Mobil charges
          its other distributors for POS terminals. Should Petro's right to use
          any such sign cease to exist in accordance with the terms of this
          Agreement, any annual rental paid in advance to Mobil on such sign
          shall be proportionately refunded to Petro based on the unused time
          remaining for the applicable period.

10.2      Proprietary Equipment. Mobil has developed certain proprietary
          ---------------------
          equipment of unique design for use in the retail sale of gasoline,
          including Mobil Blue Island Fascia 

                                       30
<PAGE>
 
          Fixtures and Mobil Hi-Hose Fascia Lights, Mobil Canopy Legends, and
          Mobil Price signs (hereinafter called the "Proprietary Equipment").
          During the Term of this Agreement, Mobil hereby agrees to sell, either
          itself or through a designated vendor, to Petro, on the same terms as
          other distributors, such Proprietary Equipment and signs (except for
          Mobil I. D. signs) for use at Petro Branded Sites approved by Mobil to
          sell Mobil Gasoline or its Mobil branded Operator Sites. Mobil does
          not warrant or guarantee any equipment or signs. Petro accepts all
          Proprietary Equipment AS IS. WITH RESPECT TO PROPRIETARY EQUIPMENT
          SOLD TO PETRO THROUGH A DESIGNATED VENDOR, MOBIL SPECIFICALLY
          DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
          LIMITED TO, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. With
          respect to Proprietary Equipment sold to Petro by Mobil, Mobil agrees
          to transfer to Petro any and all manufacturer's warranties. Petro
          agrees to sell back said Proprietary Equipment to Mobil in accordance
          with the terms set forth herein. Mobil shall have the right upon
          reasonable advance notice from time to time to take an inventory of
          Petro's Proprietary Equipment and signs, and Petro agrees to cooperate
          fully with Mobil with regard to any such inventory.

10.3      Petro Proprietary Equipment Purchase. Petro hereby agrees to provide
          ------------------------------------
          no less than forty-five (45) days' advance written notice to Mobil and
          to offer any such Proprietary Equipment to Mobil for its repurchase
          upon any of the following contingencies: (1) upon termination or non-
          renewal of this Agreement; or (2) before otherwise permitting or
          authorizing others to use such Proprietary Equipment except for those
          authorized pursuant to this Agreement; or (3) before Petro sells
          products other than Mobil branded products through such Proprietary
          Equipment whether or not Mobil exercises its right to debrand any
          Branded Site. Mobil will have forty-five (45) days from the date of
          offer to accept. All prices paid by Petro for said Proprietary
          Equipment must be substantiated by Petro by copy of the original
          invoice for said Equipment. The price that Mobil shall pay to
          repurchase said Equipment shall be as follows:

          (a)  For all Mobil Blue Island Fascia Fixtures, and Mobil Hi-Hose
               Fascia Lights, the purchase price shall be the then current
               market value for such Mobil Blue Island Fascia Fixtures and Mobil
               Hi-Hose Fascia Lights, but not more than the original price paid
               by Petro less 10% per year depreciation to a minimum of $50.00
               per complete fixture.

          (b)  For the Mobil Canopy Legends, the purchase price shall be the
               then current in place value, but not more than the original price
               of the legend, less 20% per year depreciation to a minimum of
               $10.00 per Mobil Canopy Legend.

                                       31
<PAGE>
 
          (c)  For the Mobil Price Signs, the purchase price to Mobil shall be
               the lower of the fair market value of the signs(s) at the time of
               the offer or the original purchase price paid by Petro less 20%
               per year depreciation to a minimum of 10% of the original
               purchase price.

          (d)  For all other future proprietary equipment, Petro shall be
               advised in writing of the applicable depreciation which shall
               then apply.

10.4      Return of Proprietary Signs and Equipment. Upon the termination or
          -----------------------------------------                          
          nonrenewal of this Agreement, or upon withdrawal of approval by Mobil
          of a Branded Petro Site, Petro shall return any signs, POS terminals
          and credit card imprinters rented from Mobil and listed in Exhibit E
          in accordance with the terms of this Agreement. In the case where
          Petro has purchased the sign(s) and/or equipment from Mobil, Petro
          shall return said signs to Mobil upon receipt of monies, if any, owed
          by Mobil to Petro for said signs and equipment in accordance with the
          terms of the depreciation schedule set forth in Section 10.3 above. In
          the case of Mobil I.D. signs, Petro shall return said signs to Mobil
          upon termination, nonrenewal or withdrawal of approval.

10.5      Installation of Signage and Proprietary Equipment.
          --------------------------------------------------

          For Diesel branding, Mobil shall diligently undertake installation of
          the Mobil Diesel Hi Rise Sign, Canopy Legend and decals in a safe and
          workmanlike manner and Mobil shall warrant such installation to the
          extent customary in the industry. Petro shall install in a safe and
          workmanlike manner all exit signs concurrent with annual interstate
          renewal. For Gasoline branding, Petro shall diligently undertake
          installation of all signs and other identification customarily
          required by Mobil for gasoline branding in a safe and workmanlike
          manner and in accordance with Mobil's Retail Image Standards.

10.6      Licenses and Permits.  Petro shall obtain and keep in good standing
          --------------------                                               
          all necessary licenses and permits with respect to all equipment,
          including without limitation motor vehicle equipment, and signs used
          by Petro in the sale and distribution of Mobil Motor Fuels covered by
          this Agreement.

                                   ARTICLE 11

                        RETAIL CREDIT AND DEBIT PROGRAM
                        -------------------------------

11.1      Retail Credit and Debit Program.  For so long as Mobil offers to Petro
          -------------------------------                                       
          and Petro elects to participate in Mobil's Retail Credit and/or Debit
          Program ("Program"), Petro shall comply with the Program, as the same
          may be amended system wide by Mobil from time to time, as set forth in
          Mobil's current Credit Card Instructions, Form CO-

                                       32
<PAGE>
 
          66 ("Instructions"). Petro shall cooperate fully in preventing sales
          to persons not authorized to use the credit or debit card presented
          for payment. Petro acknowledges receipt of a copy of the Instructions,
          and that Petro has read them and is familiar with them. Petro shall
          keep the Instructions at Petro's company operated locations for
          reference by Petro and its employees. Petro shall be responsible for
          the acts of Petro and its employees with regard to the Instructions.
          Mobil reserves the right, upon 45 days' advance notice or such shorter
          notice as is reasonable under the circumstances, to terminate or
          otherwise limit Petro's participation in the Program for Petro's
          violation of the Instructions.

11.2      Program Participation by Petro's Operators.  Upon written approval by
          ------------------------------------------                           
          Mobil, which approval shall not be unreasonably withheld, conditioned
          or delayed, and Mobil Oil Credit Corporation, Petro shall authorize
          Petro Operators at Operator Branded Sites to participate in the
          Program provided that each such operator: (a) agrees to the terms of
          this Article and of the Instructions; (b) agrees to read and become
          familiar with the Instructions and to maintain them at such operator's
          site for reference by such operator and its employees; and (c)
          cooperates fully in preventing sales to persons not authorized to use
          the credit or debit card presented for payment. Petro will use
          commercially reasonable efforts to ensure that each Petro Operator
          participating in the Program complies fully with the terms of this
          Article and of the Instructions, and Petro shall be responsible for
          the acts of Petro Operators and their employees in that regard. Mobil
          reserves the right, upon notice, to terminate or otherwise limit the
          participation by Petro's Operators in the Program.

11.3      Reimbursement for Credit and/or Debit Transactions.  For all sales
          --------------------------------------------------                
          made by Petro or Petro Operators at Branded Sites in accordance with
          the Program, Mobil shall, in its sole discretion, either pay Petro or
          credit to Petro's account the face amount of each credit or debit
          sales ticket delivered or electronically transmitted to Mobil, less
          such charges as Mobil may establish systemwide for participation in
          the Program, provided any required manual delivery of the credit or
          debit sales ticket is made within the time specified by Mobil, but not
          later than fifteen (15) days after such sale. Unless otherwise agreed
          in writing by Mobil, Petro and Petro Operators may use the Program
          only in accordance with the Instructions.

 11.4     Point of Sale Program Participation.  Petro shall participate, and
          -----------------------------------                               
          shall require, as a condition of their agreement to sell Mobil Motor
          Fuels, Petro Operators who agree to sell and distribute Mobil Diesel
          or Mobil Gasoline pursuant to a supply agreement with Petro to
          participate in Mobil's sponsored point of sale ("POS") programs. Petro
          shall execute Mobil's POS Maintenance and System Access Agreement for
          Electronic Point of Sale Terminals, a copy of which is attached hereto
          as Exhibit G.

                                       33
<PAGE>
 
11.5      Remedies.  If Petro or Petro Operators fail in any material respects
          --------                                                            
          to comply with the Instructions, POS Maintenance and System Access
          Agreement for Electronic Point of Sale Terminals, including without
          limitation the requirement that Petro and Petro Operators take
          reasonable precautions to prevent sales to unauthorized persons, Mobil
          may, in addition to any other remedy which may be available to it,
          take any one or more of the following actions it deems necessary in
          its sole discretion: (a) charge back to Petro's account the amount of
          any credit or debit transaction and any costs incurred by Mobil; (b)
          upon reasonable advance notice, impose special terms and procedures on
          Petro's or a Petro Operator's participation in the Program; or (c)
          upon reasonable advance notice, exclude Petro (if Petro's failure) or
          any Petro Operator (if Petro Operator's failure) from participation in
          the Program. Failure by Petro or Petro Operators to comply in any
          material respect with the Instructions, Point of Sale Participation
          Agreement or Lease Agreement for Electronic Credit Card Point of Sale
          Terminal, or failure by Petro or Petro Operators to pay promptly any
          charge to Petro's account resulting from such failure, shall
          constitute grounds for Mobil to disapprove or withdraw its approval of
          any Branded Site. Repeated failures by Petro may constitute a default
          of this Agreement. Petro shall, upon reasonable advance notice,
          immediately return to Mobil any manual credit card imprinter and/or
          electronic credit card point of sale terminal leased to Petro by
          Mobil, whether such terminal is at a Petro Branded Site or at a
          Operator Branded Site.

                                   ARTICLE 12

                                INDEMNIFICATION
                                ---------------

12.1      (a)  BY PETRO. Petro shall indemnify, defend, save and hold harmless
               Mobil and Mobil's Representatives (other than Petro employees
               acting on behalf of Mobil and as defined below), from and against
               any and all claims, liabilities, damages, lawsuits, deficiencies,
               fines, penalties, costs and expenses, including reasonable
               attorney's fees (herein, the "Damages"), incurred by Mobil or its
               Representatives (other than Petro employees acting on behalf of
               Mobil) principally as a result of: (i) any inaccuracy of any
               representation or warranty made by Petro in this Agreement and/or
               the failure of Petro to comply with any agreement or covenant of
               this Agreement; (ii) the acts or omissions of Petro or any of its
               Representatives; (iii) the acts or omissions of Petro Operators
               in violation of Article 9 of this Agreement; (iv) Petro's
               receipt, loading, transportation, unloading, storage, handling,
               sale, use or other disposition of Mobil Motor Fuels covered by
               this Agreement; (v) any transactions entered into by, or events
               of, Petro or any of its Representatives or agents. For the
               purposes of this Section 12(a), the term "Mobil" shall include
               any subsidiary or affiliate of Mobil as provided in Sections
               2.3(a) and 2.6.

                                       34
<PAGE>
 
          (b)  BY MOBIL. Mobil shall indemnify, defend, and save and hold
               harmless Petro and Petro's Representatives (other than Mobil
               employees acting on behalf of Petro) from and against any and all
               Damages incurred by Petro or its Representatives (other than
               Mobil employees acting on behalf of Petro) principally as a
               result of: (i) any inaccuracy of any representation or warranty
               made by Mobil in this Agreement and/or the failure of Mobil to
               comply with any agreement or covenant of this Agreement; or (ii)
               any transactions entered into by, or events, acts or omissions
               of, Mobil or its Representatives.

          (c)  "Representatives" of a person or entity shall mean all officers,
               directors, shareholders, employees, partners, members, managers,
               agents, associates, accountants and attorneys of that person or
               entity or any subsidiary, affiliate, partner or member of such
               person or entity.

12.2      Claims.  Mobil shall have no liability to Petro for any defect in
          ------                                                           
          quality, or shortage in quantity, of any products sources from Exhibit
          D Terminals covered by this Agreement unless Petro gives Mobil notice
          of Petro's claims within (a) two business days after receipt for
          shortages in quantity of products; or (b) four business days after
          receipt (or discovery in the case of any latent defect) for quality
          deficiencies, and further provides Mobil with a reasonable opportunity
          to inspect the products and take test samples. In no event shall
          Mobil's liability for claims under this Section 12.2 exceed the
          purchase price of the Mobil Motor Fuel in question together with any
          reasonable out-of-pocket expenses incurred by Petro resulting from
          damage or injury that is shown to have resulted from diesel fuel or
          gasoline supplied by Mobil from any of the Exhibit D Terminals. With
          respect to product supplied by Mobil from an alternate source, the
          parties will jointly coordinate in pursuing and resolving any claim
          against the supplier for defect in quality, or shortage in quantity.
          Notwithstanding notice by either party, any claim by either party
          shall be waived and barred unless asserted by the commencement of an
          action in a court of competent jurisdiction within twelve (12) months
          after the event, action, or inaction to which such claim relates.

12.3      Limitation of Liability.  In no event shall Mobil or Petro be liable
          -----------------------                                             
          under this Agreement for prospective profits or special, indirect, or
          consequential damages.

12.4      General Insurance Requirements.  Petro shall obtain, renew and keep
          ------------------------------                                     
          current during the Term of this Agreement all insurance required by
          applicable law and, in addition, insurance reasonably satisfactory to
          Mobil including, but not limited to, general liability and automobile
          liability insurance with limits of not less than one million dollars
          ($1,000,000) per occurrence. In the case where Petro uses its owned or
          leased transports in the operation of its business, the general
          liability and automobile liability insurance shall include coverage
          against pollution incidents occurring during transit 

                                       35
<PAGE>
 
          including, without limitation, those which result from collision or
          overturn, fire or explosion. In the case where Petro does not have its
          own transports but uses a common carrier, Petro represents that all
          transport common carriers used by Petro to carry Mobil Motor Fuels
          shall at all times maintain insurance at the levels required by the
          Hazardous Materials Transportation Act.

 12.5     Underground Storage Tank Insurance.  Petro shall also be required to
          ----------------------------------                                  
          obtain pollution liability insurance for any underground storage tanks
          owned, leased or used by Petro with limits of not less than one
          million dollars ($1,000,000) per occurrence, two million dollars
          ($2,000,000) aggregate. Pollution insurance coverage described in this
          Section 12.5 is not required until such time as the Federal
          Underground Storage Tanks Financial Responsibility requirements become
          applicable. Petro's obligation to obtain pollution insurance coverage
          for underground storage tanks may be met by participation in an EPA
          approved state cleanup fund or similar program covering contamination
          from underground storage tanks or by satisfying any of the other
          financial assurance test requirements of the Federal Financial
          Responsibility Regulations. Petro shall provide to Mobil, upon
          request, evidence reasonably satisfactory to Mobil of such
          participation in a clean up fund or compliance with the Federal
          financial assurance tests applicable to clean up of spills and leaks.
          If at any time Petro ceases participating in a state cleanup fund or
          similar program or ceases meeting the Federal financial assurance
          tests, Petro shall be required to provide Mobil with evidence of
          pollution insurance in the amounts provided herein. The term
          "Underground Storage Tank" shall include, but not be limited to, all
          piping, lines and accessories connected to or made a part of a
          petroleum underground storage tank. Petro shall pay all premiums and
          assessments charged for the above-described insurance and any other
          insurance Petro may carry. In the event that any such policy is
          terminated, canceled or materially changed, Petro shall promptly
          procure a new or substitute policy containing substantially the same
          or additional coverage as was previously provided to be effective with
          the expiration of the canceled or terminated policy, or the material
          change.

                                   ARTICLE 13

                                 FORCE MAJEURE
                                 -------------

 13.1     Contingencies.  Neither party shall be liable for cost, expense, loss,
          -------------                                                         
          damage or demurrage due to any delay or failure in performance of its
          obligations to purchase or sell Mobil Motor Fuels under this Agreement
          for any reason or cause which such party determines is beyond its
          reasonable control, when acting in good-faith and in the ordinary
          course of business, which reason or cause shall include, but not be
          limited to, the following:

                                       36
<PAGE>
 
          (a)  either party's compliance with any order, rule, regulation,
               direction or request of any governmental authority or person
               purporting to act therefor; or

          (b)  when the supply of products or any facility or production,
               storage, transportation, distribution or delivery contemplated by
               either party is interrupted, unavailable or inadequate.

          Neither party shall be required to remove or remedy any such reason or
          cause, or remedy any contingency of the nature described herein, if to
          do so would involve substantial expense or a departure from such
          party's normal business practice.

 13.2     Allocation.  In the case of any contingency described in Section 13.1,
          ----------                                                            
          Mobil may allocate to and between Petro and Mobil's other branded
          motor fuels distributors such quantities of Mobil Motor Fuels from
          Exhibit D Terminals as Mobil determines in the exercise of its
          ordinary business judgment it has available for distribution to that
          class of trade from any given terminal or point of supply, provided
          that Mobil's plan of allocation shall not unreasonably discriminate
          between Petro and Mobil's other distributors. In all instances in this
          Article 13 wherein a determination of Mobil is referred to, such
          determination shall be made in Mobil's reasonable discretion while
          acting in the ordinary course of business.

 13.3     Annual Price Adjustment.  To the extent that any contingency described
          -----------------------                                               
          in Section 13.1 results in Mobil's inability to make adequate Mobil
          Motor Fuels available to Petro in any Calendar Year during the Term to
          meet Mobil's supply obligations under this Agreement, the following
          applies:

          (a)  if such inability to supply Mobil Motor Fuels relates to product
               supplied from sources other than Exhibit D Terminals, Petro will
               not be excused from its obligation as provided in Section
               2.4(g)(i) to pay the Annual Price Adjustment.

          (b)  if such inability to supply relates to all or any part of the
               Mobil Motor Fuel to be supplied from the Exhibit D Terminals, and
               Mobil does not substitute another terminal for any Exhibit D
               Terminal, Mobil will be deemed to have reduced or deleted minimum
               monthly or annual quantities for the affected terminal under
               Exhibit D and the provisions of Section 2.1(b) will apply with
               respect to any adjustment of the Annual Price Adjustment for that
               Calendar Year.

 13.4     Supply Disruptions.  To address potential short-term supply
          ------------------                                         
          disruptions, Mobil and Petro shall cooperate to arrange back-up
          supplies for Mobil Motor Fuels which is to be sourced from the Exhibit
          D Terminals.

                                       37
<PAGE>
 
                                   ARTICLE 14

                           TERMINATION AND NONRENEWAL
                           --------------------------

 14.1     Termination or Nonrenewal of Agreement and Franchise Relationship.
          -----------------------------------------------------------------  
          Mobil may terminate or nonrenew this Agreement, the franchise and the
          franchise relationship between the parties pursuant to the applicable
          provisions of the PMPA or for material breach of any provision of this
          Agreement in the event the PMPA is no longer applicable to this
          Agreement. Attached is a copy of the PMPA Summary prepared by the
          Department of Energy, which is to be furnished, subject to any
          amendments or modifications, with any notice of termination or
          nonrenewal by Mobil. Mobil's termination or nonrenewal of this
          Agreement in no way affects Petro's rights and obligations with
          respect to its franchisees under the "Petro Stopping Centers"
          franchise. This PMPA franchise relationship is separate and apart from
          the "Petro Stopping Centers" franchise.

 14.2     Right of Termination Due to Governmental Action.  If any federal,
          -----------------------------------------------                  
          state or local governmental action results in the adoption of orders,
          rulings, ordinances, regulations, laws or other requirements that (a)
          significantly alter the reasonable expectations of the parties at the
          time of entering into this Agreement; or (b) modify in any way the
          present relationship of Mobil Oil Corporation's exploration,
          production, supply, transportation, refining or marketing functions to
          the structure of Mobil Oil Corporation, then the affected party may
          terminate this Agreement upon not less than one hundred and eighty
          (180) days' prior written notice to the other party.

 14.3     Accrued Rights.  Any termination or nonrenewal shall be without
          --------------                                                 
          prejudice to Mobil's or Petro's accrued rights.

 14.4     Remedies of the Parties.  Subject to Section 13.1, in the event of any
          -----------------------                                               
          default by Petro or any failure or refusal by Petro to perform any of
          the agreements, covenants, conditions or provisions of this Agreement,
          Mobil may, in addition to its right to terminate or nonrenew this
          Agreement, the franchise and the franchise relationship between the
          parties and upon advance notice, suspend all deliveries of Mobil Motor
          Fuels to Petro until such default has been corrected or remedied.
          Subject to Article 13 of this Agreement, (i) in the event of any
          default by Mobil or any failure or refusal by Mobil to perform any of
          the agreements, covenants, conditions or provisions of this Agreement,
          and (ii) such default, failure or refusal by Mobil continues for 90
          days after notice without cure, and (iii) the default, failure or
          refusal by Mobil is material and results in or could reasonably result
          in substantial harm to Petro, then (iv) Petro may terminate this
          Agreement upon 90 days notice. The rights and remedies given to the
          parties in this Agreement are distinct, separate and cumulative, and
          no one of them, whether or not exercised by the party, shall be deemed
          to be in

                                       38
<PAGE>
 
          exclusion of any others provided for in this Agreement, or by law or
          equity. The losing party shall pay the prevailing party's reasonable
          attorneys' fees and costs in the event either party sues successfully
          to enforce any of the provisions of this Agreement.

                                   ARTICLE 15

                          ASSIGNMENT AND SURVIVORSHIP
                          ---------------------------

15.1      Assignment by Petro.  Except as set forth in the Partnership Agreement
          -------------------                                                   
          and subject to applicable agreements, Petro may not sell, assign,
          transfer or dispose of Petro's interest in this Agreement in whole or
          in part, directly or indirectly, by operation of law or otherwise,
          without the prior written consent of Mobil. This requirement may not
          be waived except by a writing signed by a duly authorized
          representative of Mobil. Any sale, assignment, transfer or other
          disposition, directly or indirectly, of the ownership or control of
          any equity securities or voting securities or any other form of
          ownership interest in Petro or in any partner or any shareholder of
          Petro, by operation of law or otherwise, which causes a Change of
          Control (as defined in the Indenture dated as of January 30, 1997,
          between Petro and State Street Bank and Trust Company, Trustee),
          including an individual or entity that is a significant competitor of
          Mobil's domestic marketing and refining operations, shall give Mobil
          the immediate right but not the obligation to terminate this Agreement
          and/or to pursue its remedies hereunder and under the Marketing
          Services Agreement (dated as of January 30, 1997 between Petro and
          Mobil) including recovery of Mobil's branding personnel and related
          unrecovered expenses incurred under both such agreements. If an
          assignment by Petro is approved by Mobil pursuant to this Section
          15.1, the assignee must agree in writing satisfactory to Mobil to be
          bound by all of the terms and conditions of this Agreement and to be
          liable for carrying out all of Petro's obligations under this
          Agreement and Petro shall not be relieved of its obligations or
          liabilities under this Agreement unless expressly agreed in writing by
          Mobil. Any assignee must meet Mobil's reasonable standards and
          requirements, including but not limited to credit and business
          qualifications.

15.2     Assignment by Mobil.  Mobil may assign this Agreement, franchise and
          -------------------                                                 
          franchise relationship only to another oil marketing and refining
          company that will agree in writing to assume all of Mobil's
          obligations under this Agreement. Such assignment shall not affect
          Petro's rights and obligations under this Agreement in any way.

                                   ARTICLE 16

                            MISCELLANEOUS PROVISIONS
                            ------------------------

                                       39
<PAGE>
 
 16.1     Notices.  Except as otherwise expressly provided in this Agreement and
          -------                                                               
          except for notices required under the PMPA, all notices under this
          Agreement shall be in writing, duly signed by the party giving such
          notice, and shall either be delivered via facsimile, personally (to
          the Distillate Manager for notices to Mobil), or transmitted by
          certified or registered mail, or other form of receipted delivery, or
          overnight delivery service, to the address and party specified below,
          unless changed by written notice. Except where receipt is expressly
          required, notice shall be deemed given on the date such notice is
          personally delivered or deposited in the United States mail or with a
          courier, postage prepaid, and properly addressed.

          Notice to Mobil:                  Notice to Petro:                   
                                                                               
          Mobil Oil Corporation             Petro Stopping Centers, L.P.       
          3225 Gallows Road                 6080 Surety Drive                  
          Fairfax, VA  22037                El Paso, TX 79905                  
                                                                               
          ATTN:  Distillate Business        ATTN: James Cardwell, Jr.          
                 Manager                    or Sr. V.P. Marketing Operations   
                                                                               
                                                                               
          With a copy to:                   With a copy to:                    
                                                                               
          Petro Holdings GP Corp.           Darrell R. Windham, Esq.           
          c/o Chartwell Investments, Inc.   Kemp, Smith, Duncan & Hammond, P.C.
          717 Fifth Avenue                  2000 Norwest Plaza                 
          New York, NY   10022              El Paso, TX  79901-1441             

 16.2     Severability.  If any provision of this Agreement or portion thereof,
          ------------                                                         
          or the application thereof to any person or circumstance, is finally
          determined by a court of competent jurisdiction to be invalid or
          unenforceable, such invalidity or unenforceability shall not affect
          the other provisions of this Agreement.

 16.3     Headings.  The headings and organization of the Articles, Sections and
          --------                                                              
          Paragraphs of this Agreement are for convenience only and in no way
          limit, amplify or otherwise affect the other provisions of this
          Agreement.

 16.4     Amendments.  No modification of this Agreement shall be binding upon
          ----------                                                          
          Mobil or Petro unless in writing and signed by the authorized
          representative of Mobil and by the Petro. Part performance shall not
          be deemed a waiver of this requirement.

 16.5     Strict Performance.  Either party's right to require strict
          ------------------                                         
          performance shall not be affected by any previous waiver or course of
          dealing.

                                       40
<PAGE>
 
 16.6     Waivers.  Unless a specific time requirement is set forth in this
          -------                                                          
          Agreement, no failure or delay on the part of Mobil or Petro in
          exercising any of their respective rights under this Agreement shall
          operate as a waiver of such rights. No single or partial exercise of
          any rights under this Agreement shall preclude any other or further
          exercise of such rights or the exercise of any other rights under this
          Agreement or otherwise under law.

 16.7     Entire Agreement.  This instrument, including any attachments and
          ----------------                                                 
          documents incorporated herein, contains the entire agreement covering
          the subject matter and supersedes any prior agreement between the
          parties with respect to this subject matter. THERE ARE NO ORAL
          UNDERSTANDINGS, REPRESENTATIONS, OR WARRANTIES AFFECTING THIS
          AGREEMENT WHICH ARE NOT FULLY SET FORTH HEREIN.

 16.8     Applicable Law.  This Agreement shall be governed by and construed in
          --------------                                                       
          accordance with the internal laws of the State of Delaware.

 16.9     Taxes.  The amount of any tax, fee or duty now or hereafter imposed by
          -----                                                                 
          Federal, state or local governments or agencies (not included in the
          price or otherwise paid by Petro) in respect to or measured by (a)
          this Agreement; (b) the Mobil Motor Fuels or constituent materials
          covered hereby; or (c) the manufacture, storage, sale, use or handling
          of Mobil Motor Fuels or materials, shall be paid by Petro to Mobil,
          unless Petro shall be required by law to pay the same directly to the
          governmental authority.

 16.10    Right of Entry.  In addition to the rights granted to Mobil under
          --------------                                                   
          Section 3.4, Petro shall permit Mobil or its authorized agents,
          contractors or representatives to enter the premises of Petro or use
          commercially reasonable efforts to arrange for Mobil or its authorized
          representatives to enter the premises of Petro's Operators to take any
          action to preserve the integrity of Mobil signs, trademarks, service
          marks or brand names. Mobil shall not be liable for any lost profits
          or similar consequential damage claim for interference with Petro's
          businesses as result of such entry.

 16.11    Gender.  Where appropriate, masculine and feminine forms and plural
          ------                                                             
          and singular forms shall be deemed to include the other as the context
          may require.

 16.12    Approval and Execution by The Parties.  This Agreement shall not be
          -------------------------------------                              
          binding upon either party until approved and signed on each party's
          behalf by an authorized representative.

 16.13    Dispute Resolution.  If any dispute arises between Mobil and Petro
          ------------------                                                
          relating to Sections 1.6 or 2.1(b), prior to the commencement of any
          legal action to interpret or enforce those provisions, Mobil and Petro
          shall first make a good faith attempt at 

                                       41
<PAGE>
 
          Alternative Dispute Resolution (ADR). Without intending to limit the
          scope or method of ADR to be employed by subsequent mutual agreement,
          the parties agree and commit to at least the following effort:

          (a)  The party seeking to initiate the procedure (the "Initiating
               Party") shall give written notice to the other party, describing
               in general terms the nature of the Dispute, the Initiating
               Party's claim for relief and identifying one or more individuals
               with authority to settle the Dispute on such party's behalf. The
               party receiving such notice (the "Responding Party") shall have
               ten (10) business days within which to provide the basis for
               disputing the Initiating Party's claim for relief and to
               designate one or more individuals with authority to settle the
               Dispute on such party's behalf. (The individuals so designated
               shall be known as the "Authorized Individuals".)

          (b)  The Authorized Individuals shall agree to meet promptly, but in
               no event later than thirty (30) days from the date of the Notice
               of Dispute. If the Dispute has not been resolved within thirty
               (30) days from the date of their initial meeting, any party may
               request that ADR be ended in which case the parties may then
               pursue available legal remedies.

          (c)  The parties agree that ADR attempts will be considered a
               compromise negotiation for purposes of the Federal and State
               Rules of Evidence and constitute privileged communications and
               agree, upon request, to execute an agreement regarding that
               status. The entire ADR process is confidential, and no
               stenographic, visual or audio record may be made. All conduct,
               statements, promises, offers, views and opinions, whether oral or
               written, made in the course of the ADR by any party, by their
               agents, employees, representatives or other invitees and by the
               mediator are confidential and, in addition and where appropriate,
               are deemed privileged. Such conduct, statements, promises,
               offers, views and opinions are not discoverable or admissible for
               any purposes, including impeachment, in any litigation or other
               proceeding involving the parties, and may not be disclosed to
               anyone not an agent, employee, expert, witness, or representative
               of any of the parties, provided however that evidence otherwise
               discoverable or admissible is not excluded from discovery or
               admission as a result of its use in the mediation.

          (d)  This Section 16.13 applies only to Disputes relating to Sections
               1.6 and 2.1(b). In no event may this Section 16.13 be construed
               as requiring Mobil or Petro to engage in ADR prior to exercising
               any other right or remedy including, without limitation, Mobil's
               right to nonrenew its franchise relationship with Petro or
               terminate this Agreement under the PMPA, or to withdraw its
               approval to brand any Branded Site.

                                       42
<PAGE>
 
16.14     Incorporation by Reference.  Each of the Exhibits and Schedules to
          ---------------------------                                       
this Agreement is incorporated herein by reference as though fully set forth in
the text of this Agreement.



IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first above written.

                              MOBIL OIL CORPORATION

/s/ J. D. Lavery              /s/ Mark A. Skolnik
--------------------          --------------------------------------
                                  
Witness                       
                              By: Mark A. Skolnik
                                 -----------------------------------

                              Title: Manager Distillate Business
                                    --------------------------------
                                    Attorney-in-fact
                                    --------------------------------
                              PETRO STOPPING CENTERS, L.P.

/s/ Connie Rogers               /s/ Larry J. Zine
--------------------          --------------------------------------
Witness                       By: Larry J. Zine
                                 -----------------------------------
                              Title: Executive Vice President & CEO
                                    --------------------------------

                                       43