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                                                                   EXHIBIT 10.26



                         SERVICES OUTSOURCING AGREEMENT

                                     BETWEEN

                         Mobil Diesel Supply Corporation

                                       AND

                          Petro Stopping Centers, L.P.

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Mobil Diesel Supply Corporation

                         SERVICES OUTSOURCING AGREEMENT

This Mobil Diesel Supply Corporation Services Outsourcing Agreement
("Agreement") is made effective as of the June 1, 2001 by and between Mobil
Diesel Supply Corporation, a corporation having an office at 3225 Gallows Road,
Fairfax, Virginia 22037, acting for and on behalf of ExxonMobil Oil Corporation
(hereinafter called "MDS"), and Petro Stopping Centers L.P., a Limited
Partnership with its principal place of business at 6080 Surety Drive, El Paso,
Texas 79905, (hereinafter called "Petro")

                             PRELIMINARY STATEMENTS

1.   Petro operates and is the franchisor of large, multi-service truck stops in
     the United States, which are known as "Petro Stopping Centers." Petro
     Stopping Centers offer a broad range of products, services and amenities,
     including diesel fuel, gasoline, truck preventive maintenance centers,
     home-style restaurants, and retail merchandise stores to the professional
     truck driver industry and other highway motorists.

2.   Petro is a major reseller of Mobil branded diesel fuel, gasoline and
     lubricants. A PMPA Motor Fuels Franchise Agreement (hereinafter called
     "Franchise Agreement") is in place between ExxonMobil Oil Corporation
     (formerly Mobil Oil Corporation, hereinafter called "Mobil Oil") and Petro
     under which Petro purchases diesel fuel and gasoline from Mobil Oil for
     resale under the Mobil brand. A Master Supply Agreement for the Resale Of
     Oil And Greases is also in place between Mobil Oil and Petro under which
     Petro purchases lubricants from Mobil Oil for resale under the Mobil brand.

3.   Mobil Long Haul, Inc. a wholly-owned subsidiary of Exxon Mobil Corporation,
     is one of the partners in Petro Stopping Centers Holdings ,L.P. and
     accordingly holds 2 board of director positions on the Petro Board.

4.   MDS is a wholly-owned subsidiary of ExxonMobil Oil Corporation formed in
     1997 principally to purchase unbranded diesel fuel at the request of Mobil
     Oil from third party suppliers, brand such diesel fuel "Mobil" and then
     sell the Mobil branded diesel fuel to Petro for resale under the Mobil
     brand in accordance with the Franchise Agreement. MDS's principal purpose
     is to act for and on behalf of Mobil Oil in an effort to provide Petro with
     Mobil branded diesel fuel to meet Mobil Oil's obligations to sell such
     diesel fuel under the Franchise Agreement not otherwise supplied directly
     by Mobil Oil under the Franchise Agreement. The Mobil branded diesel fuel
     is sold by MDS to Petro at cost. MDS does not anticipate profits, and
     operational expenses should be minimized. At Mobil Oil's request, MDS also
     sells to Petro Mobil branded diesel and gasoline, sourced from Mobil Oil,
     for resale by Petro under the Mobil brand in accordance with the Franchise
     Agreement.

5.   Petro has been providing the majority of the services from MDS described in
     the work (as defined below) since March 1997. MDS has received assurances
     from Petro that Petro can continue to provide these services, which include
     fuel procurement, accounting and administrative services to MDS.
     Consequently, MDS now wishes to contract with Petro for the provision of
     such services all in accordance with this Agreement.

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NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions set forth in this Agreement, and other valuable consideration, the
receipt and sufficiency of which are acknowledged by the parties, MDS and Petro
hereby agree as follows:

Article 1: Scope of Work

1.1  Work

Petro shall perform all fuel procurement, accounting and administrative tasks
associated with the day to day operations of MDS more particularly described in
Schedule A and summarized on Schedule C attached hereto and incorporated herein,
together with any other related services requested by MDS from time to time and
as mutually agreed by the parties (hereinafter called the "Work"). The Work
shall use the processes described in a separate Procedures Manual prepared by
MDS and Petro which may be modified from time to time by mutual agreement of the
parties (hereinafter called the "Manual") a copy of which is attached hereto as
Exhibit C.

1.2  Policies and Procedures

Petro shall perform the Work in accordance with this Agreement and the processes
and procedures described in the Manual.

Article 2: Term

This Agreement shall commence on June 1, 2001 (hereinafter referred to as the
"Commencement Date"), and, subject to the termination rights otherwise set out
in this Agreement, shall expire at midnight on July 22, 2009 ("hereinafter
referred to as the "Expiry Date"). This Agreement is tied to the Franchise
Agreement, and accordingly may be extended for one ten (10) year period at MDS's
discretion upon providing Petro with no less than 180 days written notice prior
to the Expiry Date, to the extent the terms of the Franchise Agreement are so
extended.

Article 3: Relationship of Parties

3.1  Independent Contractor

Petro and MDS acknowledge and agree that this Agreement is not and shall not be
construed as an agreement of joint venture, partnership, agency, franchise or
employment between the parties or their respective employees. Petro has sole
authority and responsibility to employ, discharge and otherwise control its
employees, and neither Petro, nor any of its officers, directors, employees,
agents, contractors or other representatives ("Representatives") are or shall be
deemed to be employees of MDS. Petro agrees to comply with all laws, statutes,
regulations, rules rulings, ordinances, standards and/or directives of all
federal, state, county, municipal and/or local government departments and/or
agencies applicable to it as such employer. The parties acknowledge and agree
that Petro is an INDEPENDENT OPERATOR whose operations are independent,
separate, and apart from those of MDS.

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3.2  Taxes

Petro agrees that all of Petro's employees and/or other Representatives assigned
to perform the Work for MDS under this Agreement shall be employees and/or other
Representatives of Petro and not employees or other Representatives of MDS for
any purposes whatsoever. Petro shall be exclusively responsible for filing all
applicable tax returns and reports and for withholding and/or paying applicable
federal, state, and local taxes (including but not limited to wage and
employment taxes, sales taxes, capital gains taxes, personal property taxes,
franchise taxes, income taxes, gross receipts taxes, taxes measured by gross
income, social security taxes and unemployment taxes for Petro or Petro's
employees and/or other Representatives) to which Petro may be subject for the
Work performed under this Agreement.

3.3  Taxpayer Identification No.

Petro's taxpayer identification number is 742628339.

3.4  Petro Employees

As used in this Agreement, "Petro employee" shall mean an employee of Petro or
of any of its Affiliates, to the extent employed for the purpose of performing
any of the Work.

3.5  Consideration

In consideration of the work to be performed by Petro, on behalf of MDS
hereunder, MDS shall pay to Petro the amount of $ 5,000.00 annually, said amount
to be due within 30 days of the Commencement Date for the first twelve month
term of this Agreement and for each subsequent period within 30 days of the
anniversary of the Commencement Date, with the amount prorated if the final
period is less than one year.

Article 4: Representations and Warranties

4.1  Petro represents, warrants and covenants that:

     (a)  Good Standing: Petro is a limited partnership, validly existing and in
          good standing under the laws of the State of Delaware.

     (b)  Organization: Petro has the partnership power and authority to perform
          its Work and obligations hereunder, and to consummate the transactions
          contemplated hereby.

     (c)  Due Authorization: The execution and delivery of this Agreement and
          the consummation and performance of the Work, obligations and
          transactions contemplated herein have been duly and validly authorized
          by all requisite partnership action.

     (d)  Binding Obligation: When duly executed and delivered by the parties
          hereto, this Agreement will constitute the valid and legally binding
          obligation of Petro and will be enforceable against Petro in
          accordance with its terms, subject to bankruptcy, insolvency,
          reorganization or other laws relating to or affecting the enforcement
          of the rights of creditors generally.

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     (e)  No Conflict: Upon approval by its Board of Directors which, by Petro's
          execution of this Agreement shall be deemed to have been provided as
          at the date hereof, the execution and delivery of this Agreement, the
          consummation and performance of the Work, obligations and transactions
          contemplated hereby, and compliance by Petro with any of the
          provisions hereof will not violate, or conflict with, or require a
          consent, waiver, or approval under, or result in a breach of any
          provisions of, or constitute a default under, any of the terms,
          conditions or provisions of any contract, agreement or other
          instrument or obligation of any nature whatsoever to which Petro, or
          any Affiliate is a party. All consents, waivers, and approvals if any
          requested by Petro to enter into this Agreement have been obtained.

     (f)  Compliance with Laws: To the best of Petro's knowledge, Petro is in
          material compliance with all applicable laws, statutes, regulations,
          rules, rulings, ordinances, standards and/or directives of all
          federal, state, county, municipal and/or local government departments
          and/or agencies ("Laws") applicable to it which may have any bearing
          on its ability to perform the Work and general obligations under this
          Agreement, and Petro shall continue to comply with all Laws now or
          hereafter having jurisdiction over the Work and/or those performing
          same.

     (g)  Ability To Perform: No administrative proceeding, investigation,
          action, arbitration, claim or litigation is pending before any agency
          or in any forum, or, to the best of Petro's knowledge threatened,
          against Petro which may adversely affect Petro's ability to perform
          the Work and general obligations under this Agreement. Petro further
          represents, warrants and covenants that:

          (i)   it has the required skills and capacity to perform and shall
                perform the Work in accordance with the standard of a Reasonable
                and Prudent Service Provider and the terms of this Agreement;
                and

          (ii)  it shall execute the Work acting at all times to the standard of
                a Reasonable and Prudent Service Provider, using qualified and
                competent personnel having the requisite fuel procurement,
                accounting, administrative and any other relevant and
                appropriate experience necessary to perform and complete the
                Work in accordance with the terms of this Agreement; and

          (iii) it is knowledgeable of all legal requirements and business
                practices that are required to be followed in performing the
                Work in accordance with the terms of this Agreement.

          (iv)  For the purposes of this Agreement, "Reasonable and Prudent
                Service Provider" shall mean a person seeking in good faith to
                perform its contractual obligations and in so doing and in the
                general conduct of its undertaking exercising that degree of
                skill, diligence, prudence and foresight that would reasonably
                and ordinarily be expected from a skilled and experienced person
                engaged in the same type of undertaking under the same or
                similar circumstances and any reference to the standard of a
                Reasonable and Prudent Service Provider shall be a reference to
                such a degree of skill, diligence, prudence and foresight.

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     (h)  Further Assurances: Petro shall execute and deliver all such other
          instruments and take all such other actions as may reasonably be
          required from time to time in order to effectuate the terms and
          conditions set forth in this Agreement.

4.2  MDS represents, warrants and covenants that:

     (a)  Good Standing: MDS is a corporation, validly existing and in good
          standing under the laws of the State of Delaware.

     (b)  Organization: MDS has the corporate power and authority to enter into
          this agreement, to perform its obligations hereunder, and to
          consummate the transactions contemplated hereby.

     (c)  Due Authorization: The execution and delivery of this Agreement and
          the consummation and performance of MDS's obligations contemplated
          hereby have been duly and validly authorized by all requisite
          corporate action.

     (d)  Binding Obligation: When duly executed and delivered by the parties
          hereto, this Agreement will constitute the valid and legally binding
          obligation of MDS and will be enforceable against MDS in accordance
          with its terms, subject to bankruptcy, insolvency, reorganization or
          other laws relating to or affecting the enforcement of the rights of
          creditors generally.

     (e)  No Conflict: The execution and delivery of this Agreement, the
          consummation and performance of MDS's obligations contemplated hereby,
          and compliance by MDS with any of the provisions hereof will not
          violate, or conflict with, or require a consent, waiver or approval
          under, or result in a breach of any provisions of, or constitute a
          default under, any of the terms, conditions or provisions of any
          contract, agreement or other instrument or obligation of any nature
          whatsoever to which MDS is a party. All consents, waivers and
          approvals, if any, required by MDS to enter into this Agreement have
          been obtained.

     (f)  Compliance with Laws: To the best of MDS's knowledge, MDS is in
          material compliance with all Laws applicable to it and there is no
          administrative proceeding, investigation, action, arbitration, claim,
          or litigation pending which might have any bearing on its ability to
          perform its obligations and responsibilities under this Agreement,
          MDS's policies and procedures are in material compliance with all Laws
          and MDS shall continue to comply with all Laws to which it is subject.

     (g)  Further Assurances: MDS shall execute and deliver all such other
          instruments and take all such other actions as may reasonably be
          requested from time to time in order to effectuate the terms and
          conditions provided for herein.

     (h)  MDS is knowledgeable of all the legal requirements and business
          practices that are required to be followed with regards to its
          responsibilities under this agreement

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          (i)   MDS has the required skills and capacity to perform and shall
                perform its responsibilities hereunder in accordance with the
                terms of this Agreement, at all times acting in accordance
                with the Reasonable and Prudent Service Provider standard.

Article 5: Business Practices

5.1  Standards of Performance

Petro shall at all times execute and perform the Work as Reasonable and Prudent
Service Provider. The Work shall be provided by Petro free of any liens, claims,
demands and encumbrances whatsoever.

5.2  Trademark Protection

Petro understands and agrees that the name "Mobil" and the Pegasus symbol,
together with the Mobil brand name, trademark, trade name and trade dress and
certain other brand names, trademarks, trade names and trade dress owned by MDS
or any of its Affiliates, including Exxon Mobil Corporation or Mobil Oil
(collectively, the "Marks"), are the exclusive Marks of MDS or such Affiliate as
the case may be. Petro shall not acquire any right or license in, or to, any of
the Marks as a result of its performance of the Work. Except as provided for in
this Agreement, Petro shall not use these Marks in any advertising, promotion or
sales of any materials or services without MDS's prior written consent, which
may be withheld in MDS's sole discretion.

Article 6: Changes in the Work

6.1  Changes

Petro and MDS may mutually agree to changes in the scope of the Work and the
processes to be used by Petro in the provision of the Work described in the
Manual. To be effective, any such changes must be in writing as an amendment to
this Agreement and signed by duly authorized representatives on behalf of Petro
and MDS.

Article 7: Force Majeure

Neither party shall be required to perform any term, covenant, or condition of
this Agreement so long as such performance is delayed or prevented by force
majeure, which shall mean any acts of God, governmental restrictions, enemy or
hostile governmental actions, strikes, lockouts, labor disputes, civil
commotion's, fires or other casualties, or any other conditions which are beyond
the reasonable control of either party and not due to the fault or negligence of
such party. If, as a result of any of these occurrences, either party fails to
perform any obligations specified in this Agreement and gives written notice of
same to the other party within fifteen (15) days of the occurrence, then such
failure shall not be deemed a breach or default and the applicable time periods
in which to perform shall be extended, but only to the extent and for the period
the failure results from one of the occurrences.

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Article 8: Inspection of Petro's Books and Records Related to Work Performed

8.1  Maintenance of Records

Throughout the term of this Agreement, Petro agrees to make, keep and maintain,
in accordance with generally accepted accounting principles and practices
consistently applied from year-to-year, complete books, records, financial
accounts, correspondence, instructions, specifications, receipts, manuals,
memoranda, vouchers, invoices and records of payments relating to the Work and
Petro's performance of its obligations under this Agreement ("Records"), and all
such Records shall be retained by Petro for a period of ten (10) calendar years
from their initial creation.

8.2  Inspection

During the term of this Agreement and for as long thereafter as Petro is obliged
to retain complete Records in accordance with Article 8.1 above, MDS and/or any
third party representing MDS shall have the right to inspect and copy, at its
own expense, during Petro's regular business hours, all such Records. Any fees
charged by Petro for copying services shall be commercially reasonable. Petro's
accounts shall be organized to provide the segregation required by MDS for the
provision of the Work as more specifically set out in the Procedure Manual.
MDS's right of inspection shall not apply to Petro's trade secrets or other
proprietary information properly designated and/or asserted as such. It is
expressly understood and agreed that Petro's obligations hereunder shall be
deemed to include: (a) the obligation on the part of Petro to cause its
Representatives to maintain Records in accordance with this Article 8; and (b)
the obligation of Petro to cause its Representatives to agree in writing to the
examination of their Records by MDS, all as set forth above.

8.3  Business Standards, Accuracy of Records, And Legal Compliance

Petro shall establish and maintain precautions to prevent its Representatives
from making, receiving, providing, or offering substantial gifts, entertainment,
payments, loans, or other consideration to employees, agents, contractors or
other representatives of MDS for the purpose of influencing those persons to act
contrary to the best interests of MDS. This obligation shall apply to the
activities of the employees of Petro in their relations with the employees of
MDS and their families and/or third parties arising from this Agreement. Petro
agrees that all financial settlements, billings, and reports rendered to MDS or
its representative(s) shall reflect properly the facts about all activities and
transactions handled for MDS as part of the Work performed by Petro under this
Agreement, which data may be relied upon as being complete and accurate in all
material respects in any further recordings and reporting made by MDS or its
representative(s) for whatever purpose. Petro agrees to notify MDS promptly upon
discovery of any instance where Petro fails to comply with this Article 8.3. If
Petro discovers or is advised of any errors or exceptions in the data provided
to MDS, Petro and MDS will together review the nature of the errors or
exceptions, and Petro will promptly rectify any such errors or exceptions as MDS
may determine to be necessary.

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8.4  Audit

Upon reasonable prior notice, MDS's officers, directors, employees, agents,
contractors or other representatives ("Representatives") shall have access, at
all reasonable times, to all Petro and its Affiliate personnel, Records and data
stored in computer files or microfiche of every description pertaining to the
Work for the purpose of verifying costs of the Work and Petro's compliance with
the terms of this Agreement. Petro shall maintain supporting data and accounting
records in accordance with generally accepted accounting practices, and MDS's
Representatives shall have the right, at MDS's sole cost and expense to
reproduce any of these documents, subject to the provisions of Article 12 with
respect to preserving the confidentiality of such items.

8.5  Survival of Obligations

Petro's obligations under this Article 8 shall survive expiration or termination
of this Agreement for the period of time contemplated in Section 8.1 hereof.

Article 9: Default

Default

A.   MDS may terminate this Agreement immediately and without notice if any of
     the following conditions occur:

     1.   Petro becomes insolvent or insolvency, receivership or bankruptcy
          proceedings are commenced by or against Petro or MDS based on
          reasonable business judgement considers any such event(s) has become
          likely.

     2.   Petro makes an assignment for the benefit of creditors, or Petro
          assigns or transfers this Agreement or any right or interest
          hereunder, or subcontracts the provision of the Work, in whole or in
          part, without the prior written consent of MDS.

B.   Petro shall be in default hereunder if:

     1.   Petro fails to make prompt payment on behalf of MDS for fuel and fuel
          related taxes as required as part of its responsibilities in the
          provision of the Work hereunder; or

     2.   Petro fails to timely report to MDS any incident involving fuel
          branding rights, tax audits or assessments; or

     3.   Petro breaches any applicable laws or defaults in the performance of
          any of the material terms, conditions and/or obligations of this
          Agreement.

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          In the event of any such default under this Article 9 B, MDS shall
          provide Petro written notice specifying such default, and Petro shall
          have 2 days in the event of a default under Article 9 B (1) above and
          5 days in the event of any other such default to cure such default. In
          the event that following notice of default, Petro fails to cure within
          the cure period, MDS may thereafter terminate this Agreement without
          further notice to Petro.

C.   MDS shall be in default under this Agreement in the event MDS shall fail to
     perform any of the material terms, conditions, obligations and/or
     responsibilities of MDS hereunder. In such event, Petro shall provide
     written notice to MDS specifying such default and MDS shall have 5 days to
     cure such default. In the event that following notice of default, MDS fails
     to cure within the cure period Petro may thereafter terminate this
     Agreement without further notice to MDS.

Article 10: Assignment and Subcontracts

10.1

Neither MDS nor Petro may assign this Agreement without the prior written
consent of the other, such consent not to be unreasonably withheld.
Notwithstanding the foregoing, MDS or Petro may, at any time, assign this
Agreement to one of their respective Affiliates. This Agreement shall inure to
the benefit of and be binding on the lawful successors of the parties hereto.
Petro may not subcontract the provision of any of the Work, in part or in whole,
without the prior written consent of MDS, any such consent to be provided at
MDS's sole discretion.

Article 11: Indemnity

11.1 Petro Indemnification

Subject to Articles 11.3 and 11.5 below, Petro agrees to protect, defend,
indemnify and hold MDS, its Affiliates and their respective Representatives,
(hereafter referred to collectively as "MDS Indemnified Parties") harmless from
and against all claims, demands, and causes of action, including attorney's
fees, of every type and character, without limit and without regard to the cause
or causes thereof, which arise out of or are related in any way to the
performance or breach by Petro of its obligations under the terms of this
Agreement and which are asserted by or arise in favor of MDS.

11.2 MDS Indemnification

Subject to Articles 11.3 and 11.5 below, MDS agrees to protect, defend,
indemnify and hold Petro, its Affiliates and their respective Representatives,
(hereafter referred to collectively as "Petro Indemnified Parties") harmless
from and against all claims, demands, and causes of action, including attorney's
fees, of every type and character, without limit and without regard to the cause
or causes thereof, which arise out of or are related in any way to the
performance or breach by MDS of its obligations and responsibilities under the
terms of this Agreement and which are asserted by or arise in favor of Petro.

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11.3 Loss Limits

Petro's liability under Article 11.1 and MDS's liability under Article 11.2
shall each be limited, as to lost profits, consequential damages, speculative
and other damages in excess of actual damages, to $1.5 million per actual
occurrence, and a $4 million annual aggregate.

11.4 Survival of Indemnities

Petro's and MDS' obligations under this Article 11 shall survive expiration or
termination of this Agreement.

11.5 Gross Negligence and Willful Misconduct

Notwithstanding anything to the contrary in this Agreement, each party shall
bear full responsibility, without limit, for its gross negligence or willful
misconduct attributable to its managerial and senior supervisory personnel and,
in no event, will a party be required to release or indemnify the other party
for gross negligence or willful misconduct attributable to the other party's
managerial or senior supervisory personnel.

Article 12: Confidentiality

12.1 Non-Disclosure

Each party agrees not to use, disclose, sell, license, publish, reproduce or
otherwise make available the Confidential Information of the other party except
and only to the extent necessary to perform its obligations under this
Agreement. Each party agrees to secure and protect the other party's
Confidential Information in a manner consistent with the maintenance of the
other party's confidential and proprietary rights in the information and to take
appropriate action by instruction or agreement with its Representatives who are
permitted access to the other party's Confidential Information to satisfy its
obligations under this Article. Confidential Information shall not include any
information which is publicly available at the time of disclosure or
subsequently becomes publicly available through no fault of the receiving party
or is rightfully acquired by the receiving party from a third party who is not
in breach of an agreement to keep such information confidential. The provisions
of this Article 12 shall survive expiration or termination of the Agreement.

12.2 Definition

"Confidential Information" means a party's information, (including information
of any of their respective Affiliates) not generally known by non-party
personnel, used by the party and which is proprietary to the party or the
disclosure of which would be detrimental to the party. Confidential Information
includes, but is not limited to, the following types of information (whether or
not reduced to writing or designated as confidential):

     (a)  work product resulting from or related to Work performed under this
          Agreement;

     (b)  a party's computer software, including documentation;

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     (c)  a party's internal personnel, financial, marketing and other business
          information and/or its manner and method of conducting business;

     (d)  a party's strategic, operations and other business plans and
          forecasts; and

     (e)  confidential information provided by or regarding a party's employees,
          customers, vendors and other contractors.

Article 13: Responsibilities of the Parties

13.1 MDS' Responsibilities

MDS or its Affiliates shall provide to Petro the following services and
materials to be used only for the performance of the Work under this Agreement:

     (a)  MDS will use reasonable efforts to timely review or cause to be
          reviewed and either promptly approve and execute or promptly advise
          Petro as to MDS' objections thereto, all MDS unbranded fuel supply
          agreements negotiated by Petro with suppliers as part of the Work
          provided under this Agreement.

     (b)  MDS will use reasonable efforts to obtain and maintain, or cause to be
          obtained and maintained in full force and effect all permits and
          licenses for MDS in order for MDS, upon request from Mobil Oil, to
          contract with suppliers for the purchase of unbranded fuel for sale to
          Petro as Mobil branded product under the Franchise Agreement in states
          with Petro operations. All cost and expense of such licenses and
          permits will be borne by MDS.

     (c)  MDS will use reasonable efforts to obtain and maintain, or cause to be
          obtained and maintained in force and effect all state, county, and
          other taxing jurisdictions bonds, licenses, and certificates for MDS
          to conduct business in States where MDS is requested by Mobil Oil to
          purchase unbranded fuel from suppliers for Mobil branding and sale to
          Petro for resale under the Franchise Agreement. All cost and expense
          of such bonds, licenses and certificates will be borne by MDS.

     (d)  MDS will assist or procure assistance for Petro in seeking to resolve
          any state audits, issues or questions related to MDS taxable
          liabilities.

     (e)  MDS will provide or procure the provision of instructions and guidance
          to Petro in respect of the monthly and year-end financial reporting
          requirements for MDS.

     (f)  MDS will timely complete or procure the timely completion of all MDS
          federal and state initial filing and reporting requirements for
          locations authorized under the Franchise Agreement to sell
          Mobil-branded fuel purchased by Petro from MDS. All cost and expense
          associated with such filing and reporting requirements will be borne
          by MDS. Petro will complete the monthly motor fuel tax forms and make
          payment to the respective states.

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     (g)  MDS will use reasonable efforts to promptly provide to Petro or
          procure the provision of all information required by fuel suppliers
          questions, including without limitation, questions related to MDS
          financial condition, insurance coverage and any other corporate
          inquiries.

     (h)  MDS or its Affiliate Fuels Marketing Group will provide MDS logo
          stationary and envelopes for use by Petro strictly in the provision of
          he Work under the terms of this Agreement.

13.2 Petro's Responsibilities

To the extent required to perform the Work, Petro shall provide, at its sole
cost and expense:

     (a)  Petro employees to perform the Work in accordance with this Agreement.

     (b)  Establish and maintain separate bank accounts for MDS payments made to
          suppliers for unbranded fuel purchased by Petro on behalf of MDS as
          part of the Work.

     (c)  High quality computers, including internet access, necessary to
          perform the Work in accordance with this Agreement.

     (d)  Management Information Systems support necessary to carry out the Work
          in accordance with this Agreement.

     (e)  Training and continuing education for its Representatives necessary to
          provide the Work in accordance with this Agreement.

Article 14: Miscellaneous Provisions

14.1 Notices

Any notice given under the provisions of this Agreement shall be in writing and
shall be delivered personally, or sent by U.S. mail (certified, return receipt
requested) or by an overnight courier service (where permitted by applicable
law) or by facsimile (where permitted by applicable law), addressed as follows:

                                    Petro Stopping Centers, L.P.
                                    6080 Surety Drive
                                    El Paso, Texas 79905
                                    Attn:   Jack Cardwell
                                    Fax:    915-774-7373

With a copy to:

                                    Petro Stopping Centers, L.P.
                                    6080 Surety Drive
                                    El Paso, Texas  79905
                                    Attn:   General Counsel
                                    Fax:    915-774-7366

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And                                 Mobil Diesel Supply
                                    3225 Gallows Road
                                    Fairfax, VA  22037-0001
                                    Attn:   Jim Mixter        Rm 6D2115
                                    Fax:    703-846-1440

And

                                    ExxonMobil Oil Corporation
                                    Fuels Marketing Law Department
                                    3225 Gallows Road
                                    Fairfax, VA 22037-0001
                                    Fax:    703-846-5802
                                    Attention: D. R. Little


Notice by certified mail or by overnight courier service shall be deemed given
on the date when such notice is actually posted in the U.S. Mail or actually
delivered to the overnight courier service. Either party may change the place to
which notice is to be sent by written notice duly given as required herein, but
such notification shall not be effective until actually received by the other
party.

14.2 Governing Law

This Agreement shall be governed and construed in accordance with the laws of
the Commonwealth of Virginia.

14.3 No Waiver

The failure of either party to insist on a strict performance of any of the
agreements, terms, representations, covenants and conditions hereof shall not be
deemed a waiver of any rights or remedies that such party may have for any
subsequent breach, default or non-performance, and either party's right to
insist on strict performance of this Agreement shall not be affected by any
previous waiver or course of dealing. No failure or delay on the part of either
party in exercising any power or right under this Agreement shall operate as a
waiver. Nor does any single or partial exercise of any power or right preclude
any other power or right. No waiver by a party of any provision of this
Agreement or any breach or default, shall be effective unless in writing and
signed by the party against whom the waiver is to be enforced. The rights and
remedies under this Agreement shall be cumulative, and the exercise or
enforcement of any one or more of them shall not preclude the exercise or
enforcement of any of the other rights or remedies listed in this Agreement.

14.4 Captions

The captions in this Agreement are for purposes of convenience only and form no
part of this Agreement. In no event shall they be deemed to limit, expand,
modify or to aid in the interpretation of the text of this Agreement.

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14.5 Severability

The invalidity or unenforceability of any portion(s) or provision(s) of this
Agreement shall in no way affect the validity or enforceability of any other
portion(s) or provision(s) hereof. Any invalid or unenforceable provision(s)
shall be deemed severed from this Agreement and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the
particular portion(s) or provision(s) held to be invalid and/or unenforceable.

14.6 Public Announcements

The parties agree that neither will issue any press release nor make other
public statements with respect to this Agreement without the prior agreement of
the other party. The parties will consult with the other with respect to the
content of any such release, announcement, or statement.

14.7 Affiliate; Person Defined

As used in this Agreement, the term "Affiliate" shall mean any Person which
directly (or indirectly through one (1) or more intermediaries) controls or is
controlled by either party hereto or is under common control with either party
hereto. For the purpose of this definition, the terms "control" "controlled by"
and "under common control with" shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting shares or
otherwise. As used in this Agreement, the term "Person" shall mean any natural
person, joint venture, general partnership, limited partnership, trust, business
trust, cooperative, association, or corporation.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above mentioned, indicating their consent to the terms of
this Agreement.

                                       MOBIL DIESEL SUPPLY
                                       CORPORATION

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                       PETRO STOPPING CENTERS, L.P.

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

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