SERVICES OUTSOURCING AGREEMENT



                                     BETWEEN



                         Mobil Diesel Supply Corporation



                                       AND



                          Petro Stopping Centers, L.P.



{PAGE}



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

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