<PAGE>


                                                                   Exhibit 10.33

                                LEASE AGREEMENT

                                    Between

            TSP HOLDINGS, LLC, a Delaware limited liability company

                                   LANDLORD,

                                      and

          PETRO STOPPING CENTERS, L.P., a Delaware limited partnership

                                     TENANT

                             Location of Premises:

                               12906 Deshler Road
                               Wood County, Ohio

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
Article                                                                            Page
---------------------------------------------------------------------------------------
<S>                                                                                <C>
          1       Basic Lease Provisions .............................................1

          2       Demise and Term ....................................................1

          3       Real Property Improvements .........................................2

          4       Equipment ..........................................................2

          5       Rent ...............................................................3

          6       Taxes and Assessments ..............................................3

          7       Landlord's Covenants and Restrictions ..............................3

          8       Warranties and Representations .....................................3

          9       Subordination, Attornment and Non-Disturbance
                  Agreement; Estoppel Letters ........................................5

         10       Force Majeure ......................................................5

         11       Alterations by Tenant -- Mechanics' Liens ..........................5

         12       Maintenance and Repair Obligations .................................6

         13       Utilities ..........................................................6

         14       Observance of Laws, Regulations, Etc. ..............................6

         15       Assignment .........................................................7

         16       Insurance and Subrogation ..........................................7

         17       Damage and Destruction .............................................8

         18       Condemnation .......................................................8

         19       Signs ..............................................................9

         20       Default ............................................................9

         21       Purchase Option ...................................................10

         22       Indemnification ...................................................11

         23       Miscellaneous Provisions ..........................................12
</TABLE>


EXHIBITS

         Exhibit A:     Legal description of the Premises.

         Exhibit B:     List of Equipment

         Exhibit C:     Memorandum of Lease and Purchase Option.

         Exhibit D:     List of registered underground storage and other tanks.

         Exhibit E:     Permitted Encumbrances.


                                       ii

<PAGE>

                                LEASE AGREEMENT

          AGREEMENT OF LEASE made effective as of the  8  day of January, 2002
                                                      ---        -------
(the "Effective Date"), by and between TSP HOLDINGS, LLC, a Delaware limited
liability company, whose address is 6080 Surety Drive, E1 Paso, Texas 79905
(hereinafter referred to as "Landlord") and PETRO STOPPING CENTERS, L.P., a
Delaware limited partnership, with offices at 6080 Surety Drive, E1 Paso, Texas
79905 (hereinafter referred to as "Tenant").

                               W I T H E S S E T H

That Landlord, in consideration of the rents and covenants herein set forth,
hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises
hereinafter described, upon the following terms and conditions:

                                   ARTICLE 1

                             BASIC LEASE PROVISIONS

SECTION 1.01 BASIC LEASE PROVISIONS

          (A) Name and location of Premises: The Petro Travel Plaza, located at
12906 Deshler Road, Wood Country, Ohio 45872, situated on the real property
described on Exhibit A attached hereto and made a part hereof, together with the
             ---------
buildings and all other improvements thereon.

          (B) Premises: The "Premises" consist of the real property described on
Exhibit A, containing approximately 50.00 acres of land, more or less and all
---------
easements, rights of ingress and egress, rights-of-way and appurtenances thereto
and all parking areas used or useful in connection therewith (the "Real
Property"), and all improvements and buildings situated thereon, including
without limitation three (3) Buildings, being the Main Building, the Truck
Repair Building and the Scale Building (collectively, the "Improvements"), and
all Equipment (as hereafter defined) situated on the Real Property and in, on,
under and about the Improvements.

          (C) Initial Term: Ten (10) years.

          (D) Options to extend Term: Two (2) renewal options of five (5) years
each (each a "Renewal Term"), subject to the provisions of Section 2.02 hereof.

          (E) Rent: During the Initial Term and both Renewal Terms of this
Lease, Rent shall be SIX HUNDRED EIGHTY TWO THOUSAND EIGHTY and NO/DOLLARS
($682,080.00) per year, payable in equal monthly installments of FIFTY SIX
THOUSAND EIGHTY HUNDRED FORTY and NO/100 DOLLARS ($56, 840.00).

                                   ARTICLE 2

                                DEMISE AND TERM

SECTION 2.01: PREMISES

          (A) Real Property. Landlord leases to Tenant, and Tenant leases from
              -------------
Landlord, the Premises, including all of Landlord's right, title and interest in
and to the Real Property and the Improvements thereon as shown on Exhibit A, and
                                                                  ---------
including the underground storage and other tanks, the related islands, pumps,
dispensers and other equipment (the "USTs") described on Exhibit D attached
                                                         ---------
hereto and made a part hereof.

          (B) Equipment. Landlord leases to Tenant, and Tenant leases from
              ---------
Landlord, all furniture, fixtures, trade fixtures, machinery, equipment and
other personal property owned by Landlord (the "Equipment"), as more
particularly described in Exhibit B attached hereto and made a part hereto, it
                          ---------
being intended that the Equipment include all personal property used or useful
in connection with the operation of the Buckeys Travel Mall.

          (C) Quiet Enjoyment. Upon Tenant paying Rent and performing all of the
              ---------------
covenants and conditions set forth herein, Landlord hereby covenants and agrees
that Tenant will peacefully and quietly have, hold and enjoy the Premises and

<PAGE>

SECTION 2.02: INITIAL TERM DATE; RENEWAL OPTIONS. The Initial Term of this Lease
shall commence upon execution of this Lease. Following the Commencement Date,
Landlord and Tenant shall execute a memorandum confirming the date hereof.

         Landlord hereby grants to Tenant, in addition to the Initial Term, the
option to renew this Lease for two (2) additional terms of five (5) years each
(each a "Renewal Term"), subject to and on the same terms and conditions as
herein provided. Each Renewal Term shall be exercised at the election of Tenant
by the tender of written notice of Tenant's intention to extend the this Lease
not less than ninety (90) days prior to the expiration of the Initial Term or
the then current Renewal Term, as applicable.

SECTION 2.03: MEMORANDUM OF LEASE. Each of the parties hereto agrees to promptly
execute and record the Memorandum of Lease and Purchase Option attached hereto
as Exhibit C.
   ---------

SECTION 2.04: EFFECTIVE DATE. Notwithstanding anything to the contrary contained
herein, including without limitation that the Commencement Date may be
subsequent to the Effective Date of this Lease, it is the intention of Landlord
and Tenant that this Lease be effective between the parties as of the Effective
Date and that as of such date, that each of Landlord and Tenant have their
respective rights and obligations hereunder.

                                    ARTICLE 3

                           REAL PROPERTY IMPROVEMENTS

         Landlord hereby represents and warrants to Tenant that to its knowledge
the Improvements (including the HVAC, plumbing, electrical, mechanical and other
component systems) are in operating condition, order and repair, subject to
ordinary wear and tear and capable of being used in the business as presently
being conducted without present need for repair or replacement except in the
ordinary course of business.

                                    ARTICLE 4

                                    EQUIPMENT

SECTION 4.01:  USE AND MAINTENANCE.

         (A) Landlord hereby represents and warrants to Tenant that to its
knowledge, the Equipment is (i) in operating condition, order and repair,
subject to ordinary wear and tear, and has been maintained in accordance with
reasonable business practices, consistently applied and in accordance with the
terms of all warranties and guarantees, (ii) capable of being used in the
business as presently being conducted without present need for repair or
replacement except in the ordinary course of the business, (iii) conforms in all
material respects with all applicable legal requirements, and (iv) in the
aggregate provides the capacity to enable Landlord to engage in commercial
operation in the business on a continuous basis (subject to normal maintenance
and repair outages in the ordinary course).

         (B) During the term of this Lease, Tenant shall use the Equipment in
the conduct of Tenant's business and in compliance with all Applicable Laws.

         (C) Subject to the provisions of subparagraph (D) below Tenant, at its
expense, will repair and maintain the Equipment in the condition received from
Landlord, ordinary wear and tear and damage by casualty and condemnation
excepted.

         (D) In the event that during the term of this Lease the Equipment, or
any portion thereof, shall become obsolete, inoperable, unusable, unfit for use
or out of repair, or should Tenant otherwise desire to replace any portion of
the Equipment, Tenant may do so and Tenant shall be free to dispose of such
Equipment as Tenant chooses without any obligation or liability to account to
Landlord thereforefor providing notice thereof to Landlord and except as
provided in subsection (E) below. In the event Tenant elects to replace any
Equipment or in any event install other items of personal property on or about
the Real Property for use in connection with Tenant's business thereon (the
"Tenant's Equipment"), Landlord, within five (5) days of the request therefor
from Tenant, will execute such affidavits, confirmations, agreements, financing
statements or other documents to disclaim any ownership or security interest in
Tenant's Equipment. Should Landlord fail or refuse to execute any such
confirmation, affidavit, agreement, financing statement or document with respect
to the Tenant's Equipment, following the request by Tenant, Tenant is hereby
appointed attorney in fact, and granted the power of attorney for Landlord, for
the purpose of executing the same.

         (E) Upon the expiration of the Initial Term and all applicable Renewal
Terms of this Lease, and provided the Option (as defined in Section 21 hereof)
has not been executed, Tenant shall relinquish to Landlord at the Premises the
right to possession and use of the remaining Equipment originally leased
hereunder from Landlord to Tenant, plus any replacement equipment installed and
owned by Tenant, such


                                       3

<PAGE>

remaining Equipment to then be in substantially the same condition as of the
Effective Date, ordinary wear, tear and obsolescence and damage by casualty and
condemnation excepted, and Tenant shall leave the Premises as a completely
operational facility; provided that Tenant shall have the right to remove any
Equipment bearing its marks so long as such items are replaced by Tenant so that
the Premises remain operational.

                                    ARTICLE 5

                                      RENT

         During the Initial Term and any Renewal Term of this Lease, Tenant
shall pay to Landlord at the address herein provided, the Rent as set out in
Section 1.01 (E) above, in equal monthly installments in advance, commencing on
the Commencement Date. Rent for any partial month during any Lease Term shall be
prorated.

                                    ARTICLE 6

                              TAXES AND ASSESSMENTS

         (A) During the term of this Lease, Tenant agrees to pay, before they
become delinquent, all real estate taxes, special assessments, and other
governmental charges ("Real Estate Taxes") which may be lawfully levied upon or
against the Premises described herein and all use, personal property and ad
valorem taxes and assessments imposed by reason of use or operation of the
Equipment (the "Personal Property Taxes" and together with the Real Estate
Taxes, the "Taxes"), provided that Tenant's obligation for Taxes shall be
equitably adjusted for any portion of the term of this Lease which does not
include an entire tax year.

         Nothing herein contained shall require or be construed to require
Tenant to pay any inheritance, estate, succession, mortgage or transfer tax,
gift, franchise, withholding, income or profit tax, that is or may be imposed
upon Landlord, its successors or assigns, in connection with the operation of
the Premises, Equipment or otherwise.

         (B) Immediately upon receipt of any tax bill, statement or assessment
with respect to the Taxes owing in connection with the Premises, Landlord shall
furnish to Tenant such tax bill, statement or assessment. Tenant shall furnish
evidence of the payment of the Taxes to Landlord upon the request therefore from
Landlord.

         (C) Tenant hereby reserves the right to contest the amount of any Taxes
in its name or in the name of Landlord, and Landlord hereby covenants and agrees
to cooperate with Tenant in all respects with regards thereto. Tenant shall
provide a surety bond or other security reasonably satisfactory to Landlord to
protect the Landlord and the Premises from the enforcement of any lien against
the Premises for any such Taxes during the period of contest.

                                    ARTICLE 7

                      LANDLORD'S COVENANTS AND RESTRICTIONS

SECTION 7.01: LANDLORD'S COVENANTS AND RESTRICTIONS. Landlord hereby covenants
and agrees that, during the term hereof, Landlord shall not lease, or permit to
be leased, used or occupied any space within the Premises, and that the lease of
the Premises to Tenant is exclusive of the right of possession of all other
parties.

SECTION 7.02: OPERATION OF PREMISES. Landlord covenants and agrees that the
sizes, location and arrangements of the Improvements and parking areas
(including traffic circulation and flow patterns) existing as of the Effective
Date will not be changed without Tenant's written consent.

                                    ARTICLE 8

                         WARRANTIES AND REPRESENTATIONS

SECTION 8.01:  REPRESENTATIONS AND WARRANTIES OF LANDLORD.

         Landlord represents and warrants to Tenant that the following are true
and correct on and as of the date of this Agreement and will be true and correct
through the Commencement Date as if made on and as of those respective dates.

         (A) Organization of Landlord. Landlord is a limited liability company
             ------------------------
duly organized, validly existing and in good standing under the laws of the
State of Delaware and is authorized to conduct its


                                       4

<PAGE>

businesses as presently conducted. Landlord has heretofore delivered to Tenant
complete and correct copies of its Articles of Organization and Regulations, as
amended and in effect on the date hereof.

         (B) Consents, Authorizations and Binding Effect.
             -------------------------------------------

             (1) Landlord has authorized the transaction contemplated
         herein and Landlord may execute, deliver and perform this Lease without
         the necessity of Landlord obtaining any consent, approval,
         authorization or waiver or giving any notice or otherwise.

             (2) This Lease constitutes the legal, valid and binding
         obligation of Landlord, enforceable against it in accordance with its
         terms.

             (3) The execution, delivery and performance of this Agreement
         by Landlord does not and will not: (i) constitute a violation of its
         Articles of Organization and Regulations, as amended; (ii) result in
         any lien against the Premises; (iii) constitute a violation of any
         statute, judgment, order, decree or regulation or rule of any
         governmental body applicable or relating to Landlord or the Premises or
         the business of Landlord; or (iv) conflict with, or constitute a breach
         or default under, or give rise to any right of termination,
         cancellation or acceleration under, any term or provision of any
         contract, agreement, loan agreement or other agreement with any lender,
         lease, mortgage, deed of trust, commitment, license, franchise, permit,
         authorization or any other instrument or obligation to which Landlord
         is a party or by which their respective assets are bound, or an event
         which with notice, lapse of time, or both, would result in any such
         conflict, breach, default or right.

         (C) Title and Condition.
             -------------------

             (1) Landlord has and hereby leases to Tenant good and
         indefeasible title to the Premises free and clear of any and all liens
         (including without limitation all leases, licenses, restrictions,
         restrictive covenants and rights-of-way) other than permitted
         encumbrances described on Exhibit E attached hereto and made a part
                                   ---------
         hereof (the "Permitted Encumbrances").

             (2) There are no parties in possession of any portion of the
         Premises as lessees, licensees, tenants at sufferance or trespassers,
         of Landlord.

             (3) There is no pending or threatened condemnation or similar
         proceeding or assessment affecting the Premises, or any part thereof,
         nor to the best knowledge and belief of Landlord is any such proceeding
         or assessment contemplated by any governmental body.

             (4) Tenant accepts the Premises in their current AS IS condition,
         with all faults.

SECTION 8.02 REPRESENTATIONS AND WARRANTIES OF TENANT.

         Tenant represents and warrants to Landlord that the following are true
and correct on and as of the date of this Lease and will be true and correct
through the Commencement Date as if made on and as of that date:

         (A) Tenant is a limited partnership duly organized, validly existing
and in good standing under the laws of the State of Delaware and is qualified to
transact business and is in good standing as a foreign limited partnership in
the jurisdictions where it is required to qualify in order to conduct its
businesses as presently conducted except where the failure to be qualified would
not have a material adverse effect.

         Tenant has the partnership power and authority to own, lease or operate
all properties and assets now owned, leased or operated by it and to carry on
its businesses as now conducted.

         (B) Tenant may execute, deliver and perform this Lease without the
necessity of Tenant obtaining any consents, approval, authorization or waiver or
giving any notice or otherwise, except for the authorization of the Board of
Directors of Tenant referenced in paragraph (D) below and such consents,
approvals, authorizations, waivers and notices which have been obtained and are
unconditional and are in full force and effect and such notices which have been
given.

         (C) The execution, delivery and performance of this Lease do not and
will not:

             (1) constitute a violation of the Partnership Certificate or
         Partnership Agreement of Tenant; (2) constitute a violation of any
         statute, judgment, order, decree or regulation or rule of any
         governmental body applicable or relating to Tenant; or (3) constitute a
         default under any contract to which Tenant is a party.

         (D) This Lease has been duly authorized by the Board of Directors of
Tenant and constitutes the legal, valid and binding obligation of Tenant,
enforceable in accordance with its terms, except as may


                                       5

<PAGE>

be limited by bankruptcy, reorganization, insolvency and similar laws of general
application relating to or affecting the enforcement of rights of creditors and
subject to general principles of equity.

                                    ARTICLE 9

                  SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE
                           AGREEMENT, ESTOPPEL LETTERS

SECTION 9.01: SUBORDINATION. This Lease, and the lien thereof, shall not be
subordinated to the lien of any ground lease or mortgage or deed of trust
(irrespective of the execution or recordation date thereof), placed upon the
Premises and/or Equipment unless the Landlord shall first cause the ground
Landlord or mortgagee or beneficiary to execute a Subordination, Attornment and
Non-Disturbance Agreement in form acceptable to Tenant.

SECTION 9.02: ATTORNMENT. In the event of (i) a transfer of Landlord's interest
in the Premises and/or Equipment or (ii) any proceeding brought for the
termination or foreclosure of, or the exercise of the power of sale under any
mortgage or deed of trust affecting the Premises and/or Equipment or any ground
or underlying lease made by Landlord, then and in any of such events, Tenant
shall attorn to and recognize the purchaser or the transferee of Landlord's
interest as Landlord under this Lease for the balance then remaining of the
Lease term, or any extension thereof, providing said purchaser or transferee
shall agree to accept such attornment and to undertake and be bound by all of
the terms and conditions of this Lease and such purchaser or transferee first
shall execute a Subordination, Attornment and Non-Disturbance Agreement in form
acceptable to Tenant.

SECTION 9.03: ESTOPPEL LETTER. Tenant and Landlord each agree that, within
thirty (30) days after written request to provide to the other, at the cost and
expense of the requesting party, or its mortgagee, beneficiary or purchaser, an
estoppel letter certifying to the best of it's knowledge whether this Lease is
in full force and effect, that this Lease has not been amended or modified
except as noted in the letter, the amount of annual rent paid and the date to
which rents have been paid.

                                   ARTICLE 10

                                  FORCE MAJEURE

         If Landlord or Tenant shall, as a result of any force majeure, fail to
timely perform any obligation to be performed under this Lease, then such
failure shall be excused and shall not be deemed to be a breach of this Lease by
the party in question, and the time allotted said party to so perform its
obligation shall be extended by a period equal to the time such delay continues.
The affected party's performance shall be diligently commenced and carried to
completion when the force majeure ends. As used herein, force majeure shall mean
inability to obtain labor or materials (or reasonable substitutes therefor),
acts of God (other than those covered by insurance), enemy or hostile
governmental action, civil commotion, or other similar causes, which continue
unabated for a period in excess of sixty (60) days.

                                   ARTICLE 11

                    ALTERATIONS BY TENANT -- MECHANICS' LIENS

SECTION 11.01: ALTERATIONS. Tenant shall have the right to make any and all
repairs, alterations, modifications, improvements and additions (collectively,
"alterations") to the Premises.

SECTION 11.02: TENANT'S WORK. Any alterations made by Tenant pursuant to Section
11.01 shall be done at Tenant's sole cost and expense, and performed in a
workmanlike manner. Tenant shall comply with all laws, regulations and
ordinances applicable to the performance of the work. Landlord and Tenant agree
that Tenant shall not have any obligation at the end of the term hereof to
remove the alterations nor to restore the Premises to its original condition;
provided however, that Tenant shall at all times retain title to any alterations
made to the Premises which are in the nature of Tenant's trade fixtures,
personal property and equipment, and upon the expiration of the Lease term,
Tenant shall be entitled to remove the same from the Premises, provided that
Tenant leave the Premises generally, in working condition, and repair any damage
occasioned by the removal of such improvements, alterations, trade fixtures,
personal property and equipment of Tenant, ordinary wear and tear and damage by
casualty or condemnation excepted.

SECTION 11.03: LANDLORD'S ALTERATIONS. Landlord agrees that it will make no
changes, alterations or additions to the Premises, including the Improvements
thereon, nor take any action which reduces the parking areas or which alters in
any way the access to such parking areas or to the Premises from that which
exists as of the Effective Date, without the prior written consent of Tenant.

SECTION 11.04: MECHANIC'S LIENS. Tenant will pay or cause to be paid all charges
for all of Tenant's Work and for all other work done by Tenant on or about the
Premises during the term of this Lease and will


                                       6

<PAGE>

not suffer or permit any mechanic's, materialmen's, or similar liens for labor
and materials furnished to the Premises during the term of the Lease by or on
the account of Tenant. If any such lien shall be filed, Tenant will either pay
the same or procure the discharge thereof by giving security or in such other
manner as may be required or permitted by applicable law within thirty (30) days
of the filing thereof. Notwithstanding the foregoing, Tenant shall have the
right, at its sole cost and expense, in its name or in the name of the Landlord,
or both, to contest any such lien, provided the Tenant shall provide a bond or
other security sufficient to protect Landlord's interest in the Premises.

                                    ARTICLE 12

                       MAINTENANCE AND REPAIR OBLIGATIONS

         Tenant agrees that during the term of this Lease, Tenant will keep and
maintain in good order, condition and repair the interior and exterior of the
Premises, but in all cases excluding ordinary wear and tear and damage by fire,
the elements, casualty or condemnation.

                                   ARTICLE 13

                                    UTILITIES

SECTION 13.01: ELECTRICITY, GAS, WATER AND SEWER. Electricity, gas, water and
sewer will be available to the Premises and shall be metered in Tenant's name.
Tenant will make all utility payments directly to the public utility company
based upon Tenant's metered usage. Tenant acknowledges that natural gas is not
available to the Premises.

SECTION 13.02: INTERRUPTION OF UTILITY SERVICE. Landlord shall not be liable in
the event utility service to the Premises is interrupted by fire, riot,
accident, strikes or any other similar cause beyond Landlord's control, except
as may be occasioned by Landlord's negligence, bad faith and willful misconduct,
and Landlord agrees to cooperate in the prompt restoration of any such
interrupted service.

                                   ARTICLE 14

                      OBSERVANCE OF LAWS, REGULATIONS, ETC.

SECTION 14.01: TENANT'S OBLIGATIONS. Tenant agrees to observe and comply, at its
sole cost and expense, with all laws, regulations and ordinances of all
governmental authorities now or hereafter in force applicable to the conduct of
its operations upon the Premises.

         Tenant shall notify Landlord within 24 hours of Tenant becoming aware
of any release at or from the Premises of any Material of Environmental Concern
at a level or concentration that would require remediation of the release or the
notification thereof by Tenant or Landlord to any governmental body under any
Environmental Law. In the event of an emergency wherein such a release could
imminently endanger human health or the environment, Tenant shall endeavor to
inform the Landlord immediately. Tenant's obligations herein are not dependent
upon its receipt of any notice of noncompliance or concern by any governmental
body. Further, Tenant shall notify Landlord within 24 hours after it has
received from any governmental body any notice of violation of any Environmental
Law or any other notification of any incident, situation, or condition that
could result in an environmental claim at or in connection with the Premises.

SECTION 14.02: LANDLORD'S OBLIGATION. Except for Tenant's obligations under
Section 14.01, Landlord agrees to observe and comply, at its sole cost and
expense, with all laws, regulations and ordinances of all governmental
authorities now or hereafter in force relating to the Premises and this Lease.
Specifically, and without limiting the generality of the foregoing, Landlord
hereby covenants and agrees to make all applications, filings and renewal
requests as may be necessary to maintain the USTs in compliance with all
applicable laws, including Environmental Laws, provided however that Tenant
shall pay or reimburse to Landlord any filing or license renewal fee in
connection therewith.

                                   ARTICLE 15

                                   ASSIGNMENT

SECTION 15.01: RELATED PARTY: SALE OF BUSINESS. Subject to Landlord's consent,
which shall not be unreasonably withheld, delayed or conditioned, Tenant shall
have the absolute right to assign Tenant's interest under the Lease, in whole or
in part, or sublease any interest in and to the Premises, provided: (i) Tenant
shall not then be in default in the performance and observance of the terms and
provisions of this Lease, and (ii) such transferee shall assume all of the
obligations of this Lease on the part of Tenant to be performed.


                                       7

<PAGE>

SECTION 15.02: RELEASE OF LIABILITY. Should Tenant make an assignment or enter
into a sublease in accordance with the provisions of Section 15.01 above, Tenant
shall not be released from any and all liability under this Lease, without
obtaining the prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed.

SECTION 15.03: LEASEHOLD MORTGAGES. Tenant may execute and deliver one or more
mortgages, deeds of trust or other leasehold security agreements ("Leasehold
Mortgages") without consent of Landlord, in favor of any lender to Tenant (a
"Leasehold Lender"). Landlord agrees to provide to any such Leasehold Lender
notice of an event of default hereunder and provide such Leasehold Lender the
same opportunity to cure such default as Tenant is herein provided. Upon
request, Landlord agrees to acknowledge its consent to such Leasehold Mortgage
in writing to such Leasehold Lender. Further, Landlord hereby agrees to
subordinate in favor of any such Leasehold Lender, all liens and security
interests it may have in any of Tenant's trade fixtures, equipment or personal
property located within the Premises, and in connection therewith, upon request,
to execute a subordination agreement with regards thereto, in such form as may
be reasonably acceptable to Landlord and Lender.

                                   ARTICLE 16

                            INSURANCE AND SUBROGATION

         (A) During the term of this Lease, Tenant hereby covenants and agrees,
at its sole expense, to keep the Premises and Equipment fully insured against
damage caused by fire and other risks and to maintain liability insurance with
respect to the operation of its business on the Premises, in such amounts, with
such insurers and with such coverages as are consistent with the coverages
maintained by Tenant in the operation of Tenant's business and other truck stop
facilities. Tenant may maintain any insurance coverages required by the terms of
this Lease under a blanket policy covering other assets of Tenant.

         (B) Tenant agrees to furnish Landlord copies of the policies or
certificates of insurance described in subparagraph (A) above upon request.

         (C) Each fire and liability insurance policy obtained and maintained by
either Landlord or Tenant with respect to the Premises and Equipment shall
contain appropriate clauses pursuant to which the insurance companies issuing
such policies (i) waive all rights of subrogation against Landlord and Tenant,
as applicable, with respect to losses payable under such policies and/or (ii)
agree that such policies shall not be invalidated because the insured has hereby
waived any and all right of recovery against Tenant for losses covered by such
policies.

         (D) Landlord hereby waives any and all rights of recovery which it
might otherwise have against Tenant, its directors, officers, partners,
servants, agents, or employees, for any loss, injury, or damage to the extent
the same is covered by Landlord's insurance, notwithstanding that such loss,
injury, or damage may result from the negligence or fault of Tenant, its
directors, officers, partners, servants, agents or employees. Tenant hereby
waives any and all right of recovery which it might otherwise have against
Landlord, its partners, officers, servants, agents, or employees, for any loss,
injury, or damage to the extent the same could be covered by insurance,
notwithstanding that such loss, injury or damage may result from the negligence
or fault of Landlord, its partners, officers, servants, agents, or employees.

         (E) All policies referred to in this Section 16 shall contain an
agreement by the insurer(s) that such policies shall not be cancelled or altered
except upon thirty (30) days prior written notice (ten (10) days in the case of
cancellation caused by the nonpayment of premiums) to each named insured and
loss payee, and shall name Landlord and Landlord's Mortgagee, if any, as
"additional insureds" or as loss payee as their respective interests may appear.

                                   ARTICLE 17

                             DAMAGE AND DESTRUCTION

SECTION 17.01: DAMAGE TO PREMISES

         (A) In the event, at any time after the execution of this Lease, the
Premises or any part thereof shall be damaged or destroyed by fire, riot, war,
explosion, the elements or any other cause or casualty, then, except as provided
in subparagraph (B) below, this Lease shall continue in full force and effect
and the Premises shall be restored to the condition existing prior to the damage
or destruction without consideration for wear and tear as herein provided.

         (B) If any such damage or destruction shall occur during the last year
of the term hereof, or in the event the repair and rebuilding of the Premises
and the Improvements cannot be reasonably completed within one hundred twenty
(120) days, then Tenant shall have the option to terminate this Lease as of the
date of the casualty, by tendering written notice of such election to Landlord
within thirty (30) days following such casualty. If at any time during the term
of this Lease Tenant's improvements and fixtures are


                                       8

<PAGE>
damaged to the extent of more than one-third (1/3) of the replacement cost of
all of Tenant's fixtures, Tenant shall have the right in addition to its other
rights and remedies to terminate this Lease upon tendering written notice of
such election to Landlord within thirty (30) days from the date of such damage.
Rent and other charges shall be prorated, as of the termination date.

         In the event Tenant does not elect to terminate this Lease as provided
herein, the Premises shall be repaired and restored as herein required.

SECTION 17.02: DAMAGE TO EQUIPMENT. Except as provided in Section 16 (D) above,
in the event that during the term of this Lease the Equipment, or any portion
thereof, is lost, stolen, destroyed or damaged, upon receipt of the insurance
proceeds with respect thereto, Tenant shall, to the extent of the insurance
proceeds, cause such Equipment to be repaired or replaced with comparable items.

SECTION 17.03: RESTORATION WORK. All restoration work required to be performed
under this Article 17 shall be done by a contractor acceptable to Landlord and
Tenant, and shall be done in a first class manner, using only new materials, and
in accordance with all applicable laws. Tenant shall submit to Landlord the
plans and the timetable for completion of the restoration work within thirty
(30) days of the date of the damage, casualty or destruction, and Landlord shall
have fifteen (15) days within which to approve the same; provided, however, that
in the event Landlord fails to respond within said fifteen (15) day period, such
plans and timetable shall be deemed approved. Thereafter, Tenant shall commence
such restoration work and thereafter shall diligently pursue such restoration
work to completion. All insurance proceeds shall be made available to Tenant for
the repair and restoration of the Premises. Rent shall abate for the period of
time that Tenant is diligently pursuing restoration of the Premises.

                                   ARTICLE 18

                                  CONDEMNATION

SECTION 18.01: ENTIRE OR PARTIAL TAKING OF THE PREMISES. Should the entire
Premises be taken by any public authority by the exercise of any right of
eminent domain or in condemnation proceedings, or by transfer under a reasonable
threat of condemnation, the term hereof shall cease and terminate as of the
earlier of the date when possession is taken by or title vests in the condemning
authority ("Taking Date"). Except as provided in Section 18.02, should only a
part of the Premises be taken by or transferred to any public authority, then
the term hereof shall cease and terminate only as to the part taken on the
Taking Date. Rent, and any other charges due hereunder, shall be paid only to
the Taking Date. In the event of a partial taking or transfer, a pro rata
abatement of rent and any other charges due hereunder shall be effected as of
the Taking Date for the balance of the term of the Lease.

SECTION 18.02: PARTIAL TAKING AND TERMINATION. In the event of a partial taking
or transfer, as provided in Section 18.01, if the remaining portion of the
Premises is of such reduced shape or area as to materially restrict the use,
possession or operation of the Premises, then Tenant reserves the right to
terminate this Lease, at Tenant's sole and reasonable discretion, without
liability therefor, at any time after the Taking Date, by thirty (30) days
written notice to Landlord, and upon such termination date, this Lease shall
cease and terminate.

SECTION 18.03: PARTIAL TAKING -- NO TERMINATION. If this Lease is not terminated
by Tenant pursuant to Section 18.02, it shall continue in force as to the
remaining portion of the Premises. Commencing on the Taking Date and continuing
for the remainder of the term of this Lease, or for the duration of the taking
or transfer, if less than the entire remaining term, Rent shall abate and all
other charges shall be reduced in proportion to the area of the Premises so
taken. Landlord agrees to promptly commence and thereafter diligently pursue
repairs, restoration and all improvements necessary to make the remaining
portion of the Premises constitute a complete architectural unit containing like
facilities as previously furnished. Should Landlord fail for any reason
whatsoever, within or beyond Landlord's control (including any force majeure) to
diligently pursue and to complete said repairs, restoration and all other
improvements as herein stated on or before one hundred eighty (180) days
subsequent to the Taking Date, then Tenant shall have the right at any time to
cancel this Lease upon ten (10) days written notice to Landlord.

SECTION 18.04: LANDLORD'S AND TENANT'S AWARD. Tenant shall be entitled to submit
a claim for and to receive an allowance or award for loss of business or
depreciation to, damage to or cost of removal of, or for value of trade
fixtures, leasehold improvements, furniture and other personal property
belonging to Tenant, and any other loss, damage, or claim allowed to Tenant by
law.

                                       9

<PAGE>

                                   ARTICLE 19

                                      SIGNS

         Tenant hereby is granted the right, in conformity with the requirements
of applicable law, to erect such signs in, on, or about the Premises as Tenant
may desire. Landlord, upon request, agrees to execute any necessary consents or
applications which may be required by law to permit the erection of signs.
Tenant may remove, replace, or alter all sign(s) at any time and from time to
time, provided that Tenant shall repair any material damage resulting therefrom.

                                   ARTICLE 20

                                     DEFAULT

SECTION 20.01: TENANT'S DEFAULTS. Tenant shall be deemed to be in default
hereunder if: (i) Tenant fails to pay the Rent or other charges on the date due
and such failure continues for ten (10) days after written notice from Landlord
thereof; or (ii) Tenant fails to perform or observe any other term or condition
contained in this Lease within twenty (20) days after written notice from
Landlord thereof. In any of such events, Landlord may, immediately or at any
time thereafter, and without demand or notice, enter into and upon the Premises,
or any part thereof, and repossess the Premises and Equipment, and expel Tenant
and those claiming through or under Tenant and remove Tenant's effects, all
without force or breach of the peace, and without prejudice to any remedies
which might otherwise be permitted for default under this Lease, and upon entry
as aforesaid, Landlord may either (a) terminate this Lease in which event
Landlord shall be entitled to recover from Tenant the unpaid rent which has been
earned at the time of termination, plus the amount by which the unpaid rent
which would have been earned for the balance of the term exceeds the amount such
rental loss that the Tenant proves could have been reasonably avoided, plus any
other amount necessary to compensate Landlord for all the determent
approximately caused by Tenant's failure to perform its obligations under this
Lease; or (b) without terminating this Lease, make such alterations and relet
the Premises or any part thereof for such term or terms and at such rental or
rentals and upon such other terms and conditions as Landlord in its sole
discretion my deem advisable, and all rentals received by Landlord from such
reletting shall be applied to the payment of any indebtedness other than rent
due hereunder from Tenant to Landlord, second, to the payment of any cost or
expense of such reletting, and third, to the payment of rent due and unpaid
hereunder, and being understood that if such rentals received from such
reletting during any month be less than that to be paid during that month by
Tenant hereunder, Tenant shall pay any such deficiency to Landlord, the same
calculated and paid monthly notwithstanding any such reletting without
termination, Landlord may at any time thereafter elect to terminate this Lease
for such prior material default or breach.

SECTION 20.02: LANDLORD'S DEFAULT. In the event Landlord fails to perform or
observe any term or condition contained in this Lease within thirty (30) days
after notice from Tenant, or in such time as may be otherwise provided herein,
Tenant may but shall not obligated to (a) cancel this Lease upon written notice
to Landlord if the failure is material, (b) take any action appropriate under
the circumstances to preserve its possession and rights under this Lease, (c)
perform any obligation or duty of the Landlord which the Landlord refuses or
neglects to perform, and in any such event, Tenant may notify Landlord of the
cost and expense thereof in which event Landlord shall, upon demand, immediately
reimburse Tenant for said cost and expense, and in the event Landlord fails to
reimburse Tenant within fifteen (15) days of the demand therefore, Tenant shall
be entitled to offset such amounts against future installments of Rent as the
same become due or against the Option Price, if applicable, and at Tenant's
option, and/or (d) pursue any other remedy available at law or in equity.

SECTION 20.03: CURE OR STAY OF DEFAULT

         In the event the default of Landlord or Tenant cannot be cured within
the grace periods provided in Section 20.01 or 20.02, such default shall be
deemed to have been cured if the defaulting party shall have commenced
compliance within such grace period, and continues to prosecute the same with
due diligence.

                                   ARTICLE 21

                                 PURCHASE OPTION

         In consideration of the Rent to be paid during the term of this Lease
by Tenant to Landlord, Tenant is hereby granted the exclusive option to purchase
(the "Option") the Premises (including the Equipment) for the Option Price (as
defined below).

         Closing of the sale under the Option shall occur within ninety (90)
days after the date of such Exercise Notice, at a time and place as mutually
agreed between Landlord and Tenant.

         (A) Option Price. Should Tenant elect to exercise its Option, the
             -------------
purchase price for the Property (the "Option Price") shall be the amount of Five
Million Six Hundred Thousand and No/100 Dollars


                                       10

<PAGE>

($5,600,000.00), exclusive of the Rent for the Lease year during which the
Option is exercised, prorated to the date of closing of such Option, subject to
adjustment as provided below.

         The amount of the Option Price shall be adjusted as provided under the
terms of this Lease and as a result of the proration and allocation of closing
costs as provided below. To the extent that for any reason an allocation of the
Option Price is required as between the Real Property and Improvements, on one
hand, and the Equipment on the other, such allocation shall be made based upon
the respective fair market values thereof as reasonably determined by Landlord
and Tenant as of the date of the Exercise Notice or as of the date on which
Tenant attempts delivery of the Exercise Notice. The Option Price shall be
payable in cash or other readily available funds to Landlord at the time of
closing. It is understood and agreed that Landlord shall agree to the allocation
of the Option Price and that Tenant shall be deemed to have satisfied its
obligation by the tender of such funds to Landlord.

         (B) The Property. Specifically, and without limiting the generality of
             -------------
the foregoing, the property subject to the exercise of the Option shall include
the Premises, Improvements and the Equipment, together with such lease
agreements, sales and service contracts, warranties, guarantees, indemnities,
supplier and vendor contracts, customer and supply lists, intellectual property
rights, books and records and all other assets used in the operation of the
business of the Buckeye Travel Mall, as identified and selected by Tenant, as
well as all right to use of the name "Buckeye Travel Mall". The assets shall not
include any accounts receivable, accrued expenses, cash or goodwill, and Tenant
shall not be obligated to assume any contracts, leases, liabilities or other
obligations of Landlord other than those specifically selected and accepted by
Tenant in writing.

         (C) Conveyance and Closing.  At the time of closing of the Option:
             ----------------------

             (i)    Landlord shall convey to Tenant good, marketable and
         indefeasible title to the Premises by general warranty deed, in form
         acceptable to Tenant, free and clear of all liens, claims and
         encumbrances, and subject only to taxes for the year during which the
         closing occurs, prorated to the date of such closing date, and to those
         Pemritted Encumbrances shown on Schedule B of the Title Commitment
         attached hereto and made a part hereof as Exhibit E. At the time of
                                                   ---------
         closing Tenant shall be provided an ALTA standard form Owner's Policy
         of Title Insurance, including any endorsements required by Tenant,
         issued by Firelands Abstract & Title (the "Title Company") covering the
         Premises in the amount of $5,600,000.00 insuring good, marketable, and
         indefeasible title to the Property in favor of Tenant, free and clear
         of all liens and encumbrances, and subject only to the Permitted
         Exceptions.

             Within fifteen (15) days of the Exercise Notice, Landlord, at
         its sole cost and expense shall provide to Tenant an updated Title
         Commitment issued by the Title Company, confirming the current liens,
         encumbrances, claims and other matters of record affecting the
         Premises. Landlord hereby represents and warrants to Tenant that as of
         the date of this Agreement the Premises is subject to no liens,
         encumbrances, claims or other matters of record, other than the
         Permitted Encumbrances. Landlord hereby covenants and agrees that
         during the term of the Option, that Landlord will not mortgage, pledge,
         hypothecate, transfer, grant a lien in or further encumber the
         Premises.

             (ii)   Landlord shall convey to Tenant good, marketable and
         indefeasible title to the Equipment by general warranty bill of sale in
         form satisfactory to Tenant in all respects, free and clear of all
         liens. Landlord warrants and represents to Tenant that as of the
         Commencement Date, the Equipment is not subject to any liens and
         security interests in favor of a third party other than JPMorgan Chase
         Bank. Landlord hereby covenants and agrees that during the term of the
         Option that Landlord will not mortgage, pledge, hypothecate, transfer,
         grant a security interest in or encumber the Equipment. Within fifteen
         (15) days of the Exercise Notice and then again as of the date of
         closing of the Option, Landlord at its sole cost and expense shall
         furnish to Tenant then current UCC lien, tax and judgment searches with
         respect to Landlord from the Secretary of State's office in Ohio and
         the County Clerk's Records in Wood County, Ohio, reflecting any liens
         and security interests against the Equipment and any other matters
         affecting Landlord and the Equipment, which searches shall be
         satisfactory to Tenant in all respects. The Option Price shall be
         disbursed at closing in such a manner so as to secure releases of any
         Equipment liens as of the date of closing of the Option.

             (iii)  Landlord hereby covenants and agrees that at the time of
         closing of the Option that it shall execute and deliver to Tenant a
         General Warranty Deed, Bill of Sale and such additional documents of
         transfer and assignment as may be necessary or requested by Tenant to
         complete the acquisition of the Property, including without limitation
         the assignment of all warranties and guarantees with respect to any of
         the Property, any required withdrawal or assignment of trade/business
         names as to "Buckeye Travel Mall", and any assignments or
         re-registrations with regards to the USTs.


                                       11

<PAGE>

             (iv)   At the time of closing of the Option, Tenant shall
         deliver the Option Price, as adjusted, to Landlord, for the benefit of
         Landlord, in cash or by wire transfer or cash equivalent. Landlord
         shall pay the expense of any premium for Owner's Policy of Title
         Insurance (exclusive of endorsements required by Tenant, which shall be
         paid for by Tenant), its own attorney's fees and all other usual and
         customary closing fees and recording charges will be shared equally by
         Landlord and Tenant.

         (G) Default. In addition to the other rights and remedies provided
             -------
under the terms of this Lease, in the event either party fails to perform any of
the covenants expressly set forth in this Section 21, then the non-defaulting
party shall be entitled to exercise all rights and remedies available at law or
in equity to enforce the terms of the Option, including without limitation, the
right to enforce specific performance. In the event such non-defaulting party
retains attorneys to protect or enforce its rights hereunder and prevails, then
the defaulting party agrees to pay the other party's reasonable attorney's fees
incurred by such other party for the enforcement of the terms hereof.

                                   ARTICLE 22

                                 INDEMNIFICATION
                                 ---------------
SECTION 22.01 INDEMNITY.

         (A) Subject to Section 22.01(C) hereof, Landlord agrees to indemnify
and hold Tenant and Tenant's partners, officers, directors, shareholders,
affiliates, employees, agents and employee plan fiduciaries ("Tenant
                                                              ------
Indemnitees") harmless from any and all damages, losses, liabilities (joint or
-----------
several), payments, obligations, penalties, claims, response or remediation
costs, litigation, demands, defenses, judgments, suits, proceedings, costs,
disbursements or expenses (including without limitation, fees, disbursements and
expenses of attorneys, accountants, consultants and other professional advisors
or contractors and of expert witnesses and costs of investigation and
preparation) of any kind or nature whatsoever (collectively "Damages"), directly
                                                             -------
or indirectly resulting from, relating to or arising out of:

             (1)    any breach of or inaccuracy in any representation or
         warranty of Landlord contained in this Lease; and

             (2)    any breach or non-performance, partial or total, by
         Landlord of any representation, covenant or agreement of Landlord
         contained in this Lease.

         (B) Subject to Section 22.01(C) hereof, Tenant shall indemnify and hold
Landlord and Landlord's affiliates, employees, and agents ("Landlord
                                                            --------
Indemnitees") harmless from, any and all Damages resulting from or arising out
-----------
of:

             (1)    any breach of any representation or warranty of Tenant
         contained in this Lease;

             (2)    any breach or  non-performance,  partial or total, by Tenant
         of any covenant or agreement of Tenant contained in this Lease; and


             (3)    any actual or threatened violation of or non-compliance
         with, or remedial, removal or reclamation obligation arising under, any
         Environmental Laws arising from any event, condition, circumstance,
         activity, practice, incident, action or plan existing or occurring in
         connection with Tenant's ownership, management or use of the Premises
         and Equipment after August 4, 1997 (the date on which Tenant originally
         took possession of the Premises) and the presence of all underground or
         above ground storage tanks or any Materials of Environmental Concern
         on, in, under or affecting all or any portion of the Premises and
         Equipment, or any surrounding areas, and any release or threatened
         release of any Materials of Environmental Concern after the
         Commencement Date; and the storage, disposal or treatment, or
         transportation for storage, disposal or treatment, of, Materials of
         Environmental Concern) after the Commencement Date; other than any and
         all matters for which Tenant and Tenant Indemnitees are indemnified by
         Landlord under the provisions of this Lease.

         As used in this Lease, (i) "Materials of Environmental Concern" shall
                                     ----------------------------------
mean any solid or hazardous waste, hazardous substance, pollutant, contaminant,
oil, petroleum product, commercial product or other substance (x) which is
listed, regulated or designated as toxic or hazardous (or words of similar
meaning and regulatory effect), or with respect to which remedial, removal or
reclamation obligations may be imposed, under any Environmental Laws or (y)
exposure to which may pose a health or safety hazard, and (ii) "Environmental
                                                                -------------
Laws" means any applicable federal, state, or local laws, rules, or regulations,
----
common law or strict liability provisions, and any judicial or administrative
interpretations thereof, including any judicial or administrative orders or
judgments, relating to health, safety, industrial hygiene, exposure to any
persons on or off the Premises to any Materials of Environmental Concern,
pollution or environmental matters enacted, promulgated or in effect as of the
Commencement Date.


                                       12

<PAGE>

SECTION 22.02 NOTICE AND PARTICIPATION. If a claim by a third party is made
against a party indemnified pursuant to this Article 22 ("Indemnitee"), and if
                                                          ----------
such Indemnitee intends to seek indemnity with respect thereto under this
Article 22, the Indemnitee shall promptly, after the assertion of any claim or
the discovery of any fact upon which Indemnitee intends to base a claim for
indemnification under this Lease ("Claim"), notify the party or parties from
                                   -----
whom indemnification is sought ("Indemnitor") of such Claim. In the event of any
                                 ----------
Claim, Indemnitor, at its option, may assume (with legal counsel acceptable to
the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding in
connection with the Indemnitee's Claim, and may assert any defense of Indemnitee
or Indemnitor; provided that Indemnitee shall have the right at its own expense
               --------
to participate jointly with Indemnitor in the defense of any claim, demand,
lawsuit or other proceeding in connection with the Indemnitee's Claim and
provided further that failure to give such notice shall not preclude Indemnitee
making any Claim thereon if the failure or delay in giving such notice did not
prejudice Indemnitor. In the event that Indemnitor elects to undertake the
defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to
the fullest extent possible in regard to all matters relating to the Claim
(including, without limitation, corrective actions required by applicable law,
assertion of defenses and the determination, mitigation, negotiation and
settlement of all amounts, costs, actions, penalties, damages and the like
related thereto) so as to permit Indemnitor's management of same with regard to
the amount of Damages payable by the Indemnitor hereunder. Neither Tenant nor
Landlord shall be entitled to settle any Claim without the prior written consent
of the other, which consent shall not unreasonably be withheld.

SECTION 22.03 INDEMNIFICATION OF NEGLIGENCE OF INDEMNITEE. The indemnification
provided in this Article 22 shall be applicable whether or not negligence of the
Indemnitee is alleged or proven.

SECTION 22.04 REIMBURSEMENT. In the event that the Indemnitor shall, in
accordance with the provisions of Section 22.02 above, undertake, conduct or
control the defense or settlement of any Claim and it is later determined that
such Claim was not a Claim for which the Indemnitor is required to indemnify the
Indemnitee under this Article 22, the Indemnitee shall reimburse the Indemnitor
for all reasonable costs and expenses with respect to such settlement or
defense, including reasonable attorneys' fees and disbursements, incurred prior
to discovery that such Claim was not a Claim for which Indemnitor was required
to indemnify Indemnitee under this Article 22.

SECTION 22.05 OFFSET. Any Tenant Indemnitee shall have the right to offset any
amounts for which it or any other Tenant Indemnitee is entitled to
indemnification under this Article 22 against any amounts payable by any Tenant
Indemnitee.

SECTION 22.06 NO THIRD PARTY BENEFICIARIES. The foregoing indemnification is
given solely for the purpose of protecting the parties to this Lease and the
Tenant Indemnitees and Landlord Indemnitees and shall not be deemed extended to,
or interpreted in a manner to confer any benefit, right or cause of action upon,
any other person.

                                   ARTICLE 23

                            MISCELLANEOUS PROVISIONS

SECTION 23.01: NOTICES. Notices hereunder shall be by certified mail, return
receipt requested, by facsimile transmission, or by overnight delivery service
(e.g., Federal Express) and addressed, as follows:

if to Tenant to:           Petro Stopping Centers, L.P.
                           6080 Surety Drive
                           El Paso, Texas 79905
                           Attn: Legal Department
                           Phone No. (915) 774-4711
                           Fax No.   (915) 774-7366

if to Landlord:            TSP Holdings, LLC
                           6080 Surety Drive
                           El Paso, Texas  79905
                           Attn:  J. A. Cardwell, Jr.
                           Phone No. (915) 774-7303
                           Fax No. (915) 774-7373

or to such other address or addresses as either party may give to the other,
from time to time, by notice as herein provided. Notice shall be deemed given
two (2) days after deposit in the United States mail if sent certified mail,
next day delivery if by overnight courier service and upon telecopy confirmation
if by facsimile transmission. Notice of a change in the identity or address of
any person to whom notice of any type is to be given or payment of any monies is
to be made, shall be effective only thirty (30) days after receipt.


                                       13

<PAGE>

SECTION 23.02: WAIVER. Any failure by either Landlord or Tenant to enforce any
of the provisions of this Lease shall not be deemed a waiver of any of
Landlord's or Tenant's rights or remedies.

SECTION 23.03: CHANGES-MODIFICATIONS. This Lease contains the entire agreement
between the parties hereto as to the subject matters hereof. No modifications,
alterations, changes, waiver or estoppel to this Lease or any of the terms
hereof shall be valid or binding unless in writing and signed by a duly
authorized officer of the party to be charged.

SECTION 23.04: END OF TERM. Upon the expiration or termination of this Lease,
Tenant shall surrender possession of the Premises in general working order and
condition, except for wear and tear, damage by fire, the elements, or casualty,
and except for such damages or conditions not solely and directly caused by the
gross negligence of Tenant.

SECTION 23.05: TENANT'S PROPERTY. All trade fixtures, furniture, furnishings,
equipment and other personalty owned or installed by Tenant before or during the
term hereof shall remain Tenant's property, and Tenant, at any time and from
time to time, including but not limited to the expiration or termination of this
Lease, may, but shall not be obligated to remove same.

SECTION 23.06: HOLDOVER. Should Tenant holdover after the expiration of the
term, such holding over shall be deemed a tenancy from month-to-month subject to
the provisions, conditions and covenants in this Lease contained, and such
tenancy may be terminated upon one (1) month's notice in writing by either party
to the other.

SECTION 23.07: RIGHTS AND REMEDIES. The various rights and remedies of Landlord
and Tenant reserved herein shall be deemed to be cumulative, and, unless
otherwise expressed herein to the contrary, no one of them shall be deemed to be
exclusive of any of the other rights, or remedies as are now permitted, or may
be hereafter allowed either by law or in equity.

SECTION 23.08: SUCCESSORS AND ASSIGNS. The covenants, agreements and obligations
herein contained, except as herein otherwise specifically provided, shall extend
to, bind and inure to the benefit of the parties hereto and their respective
personal representatives, heirs, successors, and assigns.

SECTION 23.09: INVALIDITY OF ANY PROVISIONS. If any term or provision of this
Lease shall, to any extent, be held invalid or unenforceable, the remainder of
this Lease shall not be affected thereby, and each term and provision of this
Lease shall continue to be valid and be enforced to the fullest extent permitted
by law.

SECTION 23.10: CHOICE OF LAW. This Lease shall be governed by and construed in
accordance with the laws of the State of Texas (other than the choice of law
principles thereof). Venue of any action shall be in the District Courts of El
Paso County, Texas.

SECTION 23.11: MISCELLANEOUS.

         (A) Whenever the words "Landlord" and "Tenant" appear herein, each
shall be applicable to one or more persons, as the case may be, the singular
shall include the plural, and the neuter to include the masculine and feminine,
and if there shall be more than one, the obligations hereunder shall be joint
and several.

         (B) Wherever in this Lease reference is made to the "term hereof", the
same shall be deemed to read "as extended" so as to include the period of
extensions if Tenant shall exercise its option(s) to extend.

         (C) The parties hereto agree that the law of the state in which the
Premises are located will apply to any interpretation of any of the covenants
and provisions of this Lease. The identity of the draftsperson of this Lease, be
it Landlord or Tenant, shall not affect the interpretation of this Lease.

         (D) The headings used for the various Articles herein contained are for
convenient references only, and are not intended to define, construe or in any
manner limit the contents of such Articles.

         (E) This Lease may be executed in multiple counterpart copies, each of
which shall be deemed an original and all of which when taken together shall
constitute one in the same agreement.


                                       14

<PAGE>

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease
Agreement as of the day, month and year first above stated.

                         LANDLORD:

                         TSP HOLDINGS, LLC, a Delaware limited liability company



                         By:
                            ----------------------------------------------------
                               J. A. Cardwell, Jr., Manager




                         TENANT:

                         PETRO STOPPING CENTERS, L.P., a
                         Delaware limited partnership

                         By:
                            ----------------------------------------------------
                               J. A. Cardwell, Sr., Chief Executive Officer


                                       15

<PAGE>

                                    EXHIBIT A

                        Legal Description of the Premises



<PAGE>

                                    EXHIBIT B

                                List of Equipment



<PAGE>

                                    EXHIBIT C

                 Form of Memorandum of Lease and Purchase Option



<PAGE>

                                    EXHIBIT D

             List of Registered Underground Storage and Other Tanks

Ohio Registration #87004709-R00008

Tank ID #T00001   -----   20,000 gallons
Tank ID #T00002   -----   20,000 gallons
Tank ID #T00003   -----   20,000 gallons
Tank ID #T00004   -----   20,000 gallons
Tank ID #T00005   -----   12,000 gallons
Tank ID #T00006   -----   12,000 gallons
Tank ID #T00007   -----    4,000 gallons
Tank ID #T00008   -----   10,000 gallons
Tank ID #T00009   -----    8,000 gallons
Tank ID #T00010   -----    8,000 gallons



<PAGE>

                                    EXHIBIT E

                             Permitted Encumbrances

1.   Taxes for the years 2001 and thereafter.

2.   The right of the public and others in and to that portion of property
     within the right of way of State Highway 18.

3.   Reservation of ownership and rights to use a tile drain as shown in Deeds
     filed for record June 27, 1947, in Volume 282, Pages 570, 573 and 575 of
     Wood County Records.

4.   Easement to The Ohio Power Company, filed for record on December 12, 1956
     in Volume 364, Page 315 of Wood County Records; release of partial premises
     for highway purposes to the State of Ohio filed for record on August 14,
     1961 in Volume 406, Page 369 of Wood County Records and a release of
     partial premises filed for record October 18, 1973 in Volume 501, Page 737
     of Wood County Records.

5.   Easement to The Ohio Power Company, filed for record on December 12, 1956
     in Volume 366, Page 175 of Wood County Records; release of partial premises
     for highway purposes to the State of Ohio filed for record June 1, 1961 in
     Volume 404, Page 537 of Wood County Records.

6.   Easement to The Ohio Power Company, filed for record on December 12, 1956
     in Volume 366, Page 177 of Wood County Records; release of partial premises
     for highway purposes to the State of Ohio filed for record June 1, 1961 in
     Volume 404, Page 537 of Wood County Records.

7.   Easement to The Ohio Power Company, filed for record on April 24, 1957 in
     Volume 367, Page 449 of Wood County Records.

8.   Release of premises for highway purposes to the State of Ohio, filed for
     record August 26, 1958 in Volume 380, Page 324 of Wood County Records.

9.   Deed of Easement to The Ohio Power Company, filed for record on December
     12, 1959 in Volume 392, Page 89 of Wood County Records.

10.  Deed of Easement to The Ohio Power Company, filed for record on September
     12, 1988 in Volume 632, Page 721 of Wood County Records.

11.  Deed of Easement to The Ohio Power Company, filed for record on November 4,
     1988 in Volume 634, Page 28 of Wood County Records.

12.  Easement Agreement between Quadland Corporation (Grantor) and McDonald's
     Corporation (Grantee), filed for record November 23, 1988 in Volume 634,
     Page 496 of Wood County Records.

13.  Easement Agreement between McDonald's Corporation (Grantor) and Quadland
     Corporation (Grantee), filed for record November 23, 1988 in Volume 634,
     Page 507 of Wood County Records.

14.  Easement to The Ohio Power Company, filed for record on December 21, 1989
     in Volume 644, Page 552 of Wood County Records.

15.  Usage restrictions appearing in instrument filed for record November 17,
     1972 in Volume 492, Page 8 of Wood County Records.

16.  Usage restrictions appearing in instrument filed for record November 17,
     1972 in Volume 492, Page 11 of Wood County Records.

17.  Easement for Highway Purposes to the State of Ohio, filed for record August
     31, 1935 in Volume 235, Page 509 of Wood County Records.

18.  Easement for Highway Purposes to the State of Ohio, filed for record August
     20, 1956 in Volume 361, Page 655 of Wood County Records.

19.  Conveyance to the Baltimore and Ohio and Chicago Railroad, its successors
     and assigns, filed for record on March 15, 1878 in Volume 52, Page 582 of
     Wood County Records.

20.  Conveyance to the Toledo, Columbus and Southern Railway Company, its
     successors and assigns, filed for record on November 29, 1887, in Volume
     83, Page 88 of Wood County Records.