Employment Agreement - Blockbuster Inc. and Larry Zine


                                                                   April 2, 1999

[BLOCKBUSTER LOGO APPEARS HERE]

Larry Zine
108 Calle Cumbre
El Paso, Texas 79912


Dear Mr. Zine:


     Reference is made to that certain employment agreement between you and
Blockbuster Inc. ('Blockbuster'), dated April 1, 1999 (your 'Employment
Agreement').  All defined terms used without definitions shall have the meanings
provided in your Employment Agreement.

     This confirms Blockbuster's agreement as follows:

     1.  Blockbuster Loan.  Blockbuster shall lend you an amount equal to all
Federal, state and local income taxes payable in connection with your Sign-On
Bonus.  An initial loan shall be made when the Sign-On Bonus is paid in the
amount of any withholdings from the Sign-On Bonus.  An additional loan shall be
made at such time as any additional taxes are payable in connection with the
Sign-On Bonus in the amount of such additional taxes as shall be determined from
documentation satisfactory to Blockbuster.  These loans shall bear interest at
the minimum applicable Federal rate defined in Section 7872(f)(2) of the
Internal Revenue Code of 1986, as amended.  The aggregate principal amount of
these loans shall be forgiven, together with any accrued interest thereon, on an
income tax free basis in three equal installments on the first, second and third
anniversaries of your Commencement Date.  Blockbuster will continue to forgive
on the same basis the aggregate principal amount of these loans, and accrued
interest thereon, in the event that Blockbuster terminates your employment
without Cause or you terminate your employment for Good Reason at such times as
such forgiveness would otherwise occur.  If you terminate your employment
without Good Reason or Blockbuster terminates your employment for Cause, any
outstanding aggregate principal amount of these loans, together with any accrued
interest thereon, will accelerate and become immediately due and payable.

 
Larry Zine
April 2, 1999
Page 2


     2.  Petro Services. After your Commencement Date you may continue to serve
as a director of Petro Stopping Centers, L.P. ('Petro') and provide consulting
services to Petro.  In addition, during the period from your Commencement Date
through July 1, 1999, you may continue to provide services to Petro on a part
time basis provided that such services do not interfere with your services under
your Employment Agreement.  Blockbuster agrees that your providing the services
to Petro described in this paragraph 2 shall not constitute a breach of your
obligations under your Employment Agreement.

     3.  Non-Mitigation Period.  Your Employment Agreement provides that, in the
event that your employment is terminated by Blockbuster without Cause or you
terminate your employment for Good Reason, you are not required to mitigate the
payments pursuant to paragraphs 8(d)(i)-(iv), and no reduction for other
compensation shall be made, for twelve (12) months after such termination or, if
less, the balance of the Term.  The employment agreements for certain
Blockbuster executives at the executive vice president level currently provide
that, in the event of the termination of their employment without Cause or for
Good Reason, such executives are not obligated to mitigate comparable
termination payments, and no reduction for other compensation shall be made, for
an eighteen (18) months or, if less, the balance of the term of their agreement.
In the event that any of the current Blockbuster executives at the executive
vice president level retain this eighteen (18) month non-mitigation period, you
will also receive the benefit of an eighteen (18) month non-mitigation period.

     If the foregoing correctly sets forth our understanding, please sign and
return all three (3) copies of this letter to the undersigned for execution on
behalf of Blockbuster; after this letter has been executed by Blockbuster and a
fully executed copy returned to you, it shall constitute a binding agreement.

                                        Very truly yours,

                                        BLOCKBUSTER INC.


                                        By:   /s/ WILLIAM A. ROSKIN
                                              ------------------------------
                                        Name:   William A. Roskin
                                        Title:  Senior Vice President,
                                                Human Resources and
ACCEPTED AND AGREED:                            Administration

/s/ LARRY ZINE
------------------------
     Larry Zine