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Financial Advisory Agreement

This is an actual contract by Petro Stopping Centers.
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EXHIBIT 10.40


CHARTWELL INVESTMENTS INC.
717 Fifth Avenue
23rd Floor
New York, New York 10022


January 30, 1997


Petro Stopping Centers, L.P. 6080 Surety Drive El Paso, Texas 79905 Attention: President


Dear Sirs:


This letter is to confirm our agreement that in connection with the transactions (the "Transactions") contemplated in the Omnibus Agreement dated as of October 18, 1996 by and among James A. Cardwell and James A. Cardwell, Jr. and affiliates, Petro Holdings GP Corp., a Delaware corporation, Petro Holdings LP Corp., a Delaware corporation, Mobil Long Haul Inc., a Delaware corporation, and Petro Stopping Centers, L.P., a Delaware limited partnership, you have agreed to reimburse us at the Closing of the Transactions for the reasonable out-of-pocket costs and expenses which we have incurred in connection with the Transactions. You have also agreed to pay us a fee for advisory services we have rendered to you in connection with the financing of the Transactions (the "Financing") at the Closing equal to: (a) one percent (1%) of total capitalization of Petro Stopping Centers, L.P., a Delaware limited partnership and its affiliates ("Petro), including, without limitation, all debt facilities, preferred and common equity interests, but excluding the $30 million expansion credit facility (the "Expansion Facility"); plus (b) one half percent (1/2%) of the Expans
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