AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT

Exhibit 10.4

Execution Copy

AMENDED AND RESTATED

TRANSITION SERVICES AGREEMENT

BETWEEN

VIACOM INC.

and

BLOCKBUSTER INC.

Dated as of

JUNE 18, 2004

TABLE OF CONTENTS

AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT

AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT (this “ Agreement ”), dated as of June 18, 2004, to be effective for all purposes as provided in Section 6.07, between VIACOM INC., a Delaware corporation (“ Parent ”) and BLOCKBUSTER INC., a Delaware corporation (the “ Company ”).

RECITALS

WHEREAS, Parent, pursuant to the transactions contemplated by the registration statement of the Company filed on Form S-4 with the Securities and Exchange Commission on the date hereof, intends to split-off the Company in a tax-free transaction;

WHEREAS, Parent has heretofore provided certain services to the Company pursuant to the Transition Services Agreement between Parent and the Company, dated as of August 16, 1999 (the “ Original Agreement ”); and

WHEREAS, the Company has requested from Parent that Parent continue to provide certain of such services to the Company, along with certain additional services, for a limited period of time after the Effective Time (defined below), pursuant to the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the above premises and the representations, warranties, covenants and agreements contained herein, it is agreed by and between the parties as follows:

Capitalized terms not otherwise defined herein have the meaning given to them in the Amended and Restated Initial Public Offering and Split-Off Agreement dated as of the date hereof among Viacom, Viacom International Inc. and Blockbuster (the “ IPO Agreement ”).

ARTICLE I

SERVICES

Section 1.01. Provision of Services . As used in this Agreement, “ Effective Time ” means the earlier to occur of (x) the first day after the closing of any exchange offer by Parent pursuant to an effective Form S-4 prospectus-offer to exchange stock of the Company for stock of Parent, as filed with the Securities and Exchange Commission and (y) the Split-Off Date. Subject to the terms and conditions of this Agreement and in accordance with the standards of performance set forth in Section 1.02, as of the Effective Time, Parent shall provide or cause to be provided to the Company (which term, for purposes of this Article I will be deemed to include its Subsidiaries) the following transition services (the “ Services ”) during the Term (as hereinafter defined):

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(a) Audit and Control Services . Parent shall provide or cause to be provided to the Company certain audit and control services for its domestic and international operations, consistent with past practice. With respect to any audit or control projects which Parent internal audit staff is actively working on and which are in process as of the Effective Time, Parent and the Company will cooperate with each other to cause such projects to be delivered to the Company in final form on or prior to the Termination Date. No such projects shall commence after the date that is 30 days prior to the Company’s and Parent’s reasonable estimate of the date on which the Effective Time will occur.

(b) Employee Benefit Plans and Insurance Administration . Parent shall assist the Company in the administration of all employee benefit plans and policies of insurance covering employees of the Company and its Affiliates, consistent with past practice.

(c) Intellectual Property Services . Parent shall provide or cause to be provided to the Company certain intellectual property services, consistent with past practice.

(d) Legal Services . Parent shall provide or cause to be provided to the Company certain legal services, consistent with past practice.

(e) Tax Services . Parent shall provide or cause to be provided to the Company certain tax services, consistent with past practice and in compliance with the Tax Matters Agreement.

Section 1.02. Standard of Performance . (a) Parent agrees to provide or cause to be provided to the Company the Services in substantially the same manner and at substantially the same levels as such Services were provided to the Company prior to the Effective Time. Notwithstanding anything to the contrary in this Agreement, Parent shall not provide any particular services if requested by the Company not to do so, provided that no such request shall affect the amount of the Services Fee or payment thereof.

(b) Notwithstanding the foregoing, in providing the Services, Parent shall not be obligated to (i) hire any additional employees, (ii) maintain the employment of any specific employee or (iii) purchase, lease or license any additional equipment.

ARTICLE II

FEES, TERM AND TERMINATION

Section 2.01. Fee and Payment . (a) As consideration for the Services to be provided to the Company and its Subsidiaries by Parent under the terms of this Agreement, the Company shall pay to Parent a services fee of $150,000 per month during

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the Term (the “ Services Fee ”). The Services Fee only represents payment with respect to Parent’s provision of the Services and not for other payments, costs or expenses related to the underlying Services themselves. The Services Fee shall be payable by the Company to Parent fifteen (15) days after the last day of each month (prorated for any partial month) during the Term. The final payment of the Services Fee shall be made to Parent not later than fifteen (15) days after the last day of the month during which the Termination Date occurs.

(b) Parent shall invoice the Company for any out-of-pocket payments, costs or expenses incurred in good faith associated with, or related to, the underlying Services provided by Parent hereunder and the Company shall promptly (and, in any event, within thirty (30) days after the Company’s receipt of the invoice) pay or reimburse Parent for any such payments, costs or expenses, provided that the categories of such payments, costs or expenses for which payment or reimbursement is required will be consistent with those charged to the Company in past practice under this Agreement prior to the Effective Time. Such payments and reimbursements shall be separate from and in addition to the Services Fee.

Section 2.02. Term for Provision of Services . The term during which Services shall be provided hereunder (the “ Term ”) shall commence at the Effective Time and shall expire on the date which is ninety (90) days from the Effective Time (the “ Termination Date ”).

ARTICLE III

COOPERATION, ACCESS AND AUDIT

Section 3.01. Cooperation; Access; Audit .

(a) Each of the parties hereto agrees to fully cooperate in good faith with the others in connection with the Services provided under this Agreement and matters related to or arising hereunder.

(b) For purposes of verifying the accuracy of charges for Services rendered hereunder and to verify the proper performance of Services by Parent, the Company shall be entitled to have reasonable access during regular business hours, during the period extending from the Effective Time until 60 days after the Termination Date, upon reasonable prior notice, to (i) such premises of Parent that are being used in the provision of Services hereunder, (i