<PAGE>


                                                                   Exhibit 10.48

                  Confidential treatment has been requested for portions of this
                  exhibit. The copy filed herewith omits the  information
                  subject to the confidentiality request. Omissions are
                  designated as [*]. A complete version of this exhibit has been
                  filed separately with the Securities and Exchange Commission.


                     DEVELOPMENT AND DISTRIBUTION AGREEMENT
                     --------------------------------------

This Development and Distribution Agreement (the "Agreement") is made and
entered into as of this 30th day of April, 2002 by and between America Online,
Inc., a Delaware corporation ("AOL"), and TiVo Inc., a Delaware corporation
("TiVo") (each a "Party" and, collectively, the "Parties").


                                 R E C I T A L S

WHEREAS, AOL and TiVo entered into a Product Integration and Marketing Agreement
dated June 9, 2000 (the "Original Agreement") pursuant to which AOL and TiVo
undertook to develop an integrated product that would enable AOL's "AOL TV(R)"
service to be bundled with and installed on a TiVo personal digital video
recorder and to market and distribute such integrated product solely in the
United States; and

WHEREAS, AOL and TiVo intend that this Agreement terminate, replace and
supersede the Original Agreement in its entirety.


                                A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing and mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, AOL and TiVo, intending to be
legally bound, agree as follows:

1.   Certain Definitions.

     Capitalized terms used but not defined in the Agreement will be as defined
in Schedule 1 attached hereto.

2.   Amended and Restated Agreement.

     This Agreement terminates, replaces and supersedes the Original Agreement
in its entirety. The Original Agreement is hereby terminated and has no further
force or effect. Each Party hereby releases and discharges each other from any
and all claims, liens, charges and other rights with respect to the Original
Agreement.

3.   Obligations related to the Development and Delivery.

     3.1  Joint Responsibilities. Joint responsibilities of the Parties
          ----------------------
          hereunder shall include, without limitation, the following:

          (a)  AOL and TiVo will jointly coordinate the development of the
               Specifications to ensure compatibility and integration between
               the AOL TV Service (existing as of the Effective Date) and the
               TiVo Platform. TiVo will be responsible for the development and
               integration of the AOL TV Application and the development of the
               Mercury Application, as set forth in Schedule 2.

          (b)  AOL and TiVo will meet via teleconference or in person on a
               regularly scheduled basis to discuss progress on the development
               or marketing obligations set forth herein. AOL and TiVo each
               shall designate a program manager ("Program Manager") who shall
               be the principal point of contact between them for all matters
               relating to this Agreement. The initial Program Manager for AOL
               shall be Peter Nush and the initial Program Manager for TiVo
               shall be Vic Alessi. AOL and TiVo may designate new Program
               Managers and other personnel responsible for particular tasks
               related to this Agreement by written notice to the other Party.

<PAGE>

          (c)  TiVo will develop[*] as set forth in Schedule 11 in
               accordance with the Milestone Schedule set forth in Schedule 2.
               AOL shall use commercially reasonable efforts to (i) provide to
               TiVo [*] required from [*]and[*] necessary to develop and
               demonstrate the prototype for[*]. AOL believes in good faith it
               has through its existing agreements or can obtain through
               commercially reasonable efforts [*]from [*] or[*]for the work
               described at Schedule 11. TiVo agrees and acknowledges that it
               must execute the standard [*]required by each of [*]and[*] (which
               are substantially similar to the [*]obligations undertaken by AOL
               with such party) prior to the provision by AOL of any necessary
               sublicense of such third party rights (a "Third Party
               Passthrough") and prior to receiving any information or materials
               or documentation belonging to each such party. In the event that
               TiVo is unable or unwilling to enter into such [*]with each
               party, TiVo shall promptly refund to AOL the initial payment
               allocated to[*], and the Parties shall have no further obligation
               to each other with respect to[*]. In the event, notwithstanding
               AOL's commercially reasonable efforts, that either [*]or[*]
               refuses to or is otherwise unable or unwilling to perform the
               work identified for such party in Schedule 11, the Parties shall
               use commercially reasonable efforts to identify a substitute
               project whereby the Parties would jointly develop a [*]similarly
               suitable for deployment [*], and if the Parties are unable to
               identify a substitute project, the Parties will use commercially
               reasonable efforts to agree in good faith upon the reallocation
               of the funds paid by AOL to TiVo for[*], provided, however, that
               if the Parties, notwithstanding their good faith commercially
               reasonable efforts, fail to agree upon the reallocation, then the
               Parties shall agree in writing to cancel[*], and neither Party
               shall have any further obligation to the other with respect to
               [*] (including without limitation, any obligation of TiVo to
               refund the initial payment paid by AOL for[*].)

          (d)  Acceptance Criteria. The Parties shall use commercially
               -------------------
               reasonable efforts and work in good faith to mutually agree upon
               Acceptance Criteria within sixty (60) days of the Effective Date.
               AOL has provided a draft of such Acceptance Criteria to TiVo, and
               TiVo agrees that the final Acceptance Criteria shall be based
               upon the draft Acceptance Criteria provided by AOL. AOL is
               willing to agree to the draft Acceptance Criteria provided by AOL
               as of the Effective Date; in the event the Parties are unable,
               notwithstanding their commercially reasonable and good faith
               efforts, to agree upon Acceptance Criteria within sixty (60)
               days, either Party shall have the right to terminate this
               Agreement solely with respect to the Development Activities
               covered by the Acceptance Criteria, and TiVo shall promptly
               refund to AOL all amounts paid by AOL to TiVo hereunder for such
               Development Activities minus TiVo's reasonably documented
               expenses incurred during such sixty (60) day period.

     3.2  Development Obligations of TiVo.
          -------------------------------

          (a)  Development. As of the Effective Date, TiVo has completed
               -----------
               development of the TiVo Platform. Based on such TiVo Platform,
               TiVo shall develop the AOL TV Application and the Mercury
               Application in accordance with the Specifications and the
               milestone schedule set forth in Schedule 2 (the "Milestone
               Schedule").

               (i)  TiVo will develop Documentation necessary for the testing,
                    operation, and use of the AOL TV Application and the Mercury
                    Application running on or in conjunction with the TiVo
                    Platform and will deliver such Documentation, in both print
                    and machine-readable format, to AOL. Documentation shall
                    include release dates and version numbers to facilitate its
                    use with the Deliverables.

               (ii) TiVo will provide AOL with [*]oral and written reports of
                    its progress in the development of the Deliverables in a
                    format to be mutually agreed upon by the Parties.

                    During the Term of this Agreement, TiVo shall not make or
                    implement any changes to the TiVo


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     requested with respect to the omitted portions.


                                        2

<PAGE>

                    Platform that materially degrade the performance or
                    accessibility of the AOLTV Application, Mercury Application,
                    [*].

          (b)  Change Requests. Within sixty (60) days of the Effective Date
               ---------------
               with respect to the AOL TV Application or the Mercury
               Application, and during the Term with respect to[*], AOL may,
               from time to time, request changes (consisting of additions,
               modifications, reallocation of development funds, deletions or
               other revisions) to the Specifications or to the Development
               Activities provided such changes relate to development work for a
               [*]product or service for AOL or its Affiliates, subject to
               TiVo's consent, [*]. Following the date occurring sixty (60) days
               after the Effective Date, the Parties may from time to time agree
               to changes (consisting of additions, modifications, reallocation
               of development funds, deletions or other revisions) to the
               Specifications or to the Development Activities identified for
               the AOL TV Application or the Mercury Application. Each change
               request must be reflected in a written document signed by both
               Parties that includes a detailed description of the specific
               change, along with any modified specifications and desired
               completion date(s) ("Change Request"). Each Change Request duly
               authorized in writing by the Parties shall constitute a formal
               amendment to this Agreement, and shall be deemed incorporated
               into and shall become part of this Agreement. A Change Request
               shall have no effect on the rights and obligations of TiVo or AOL
               with respect to products delivered or services provided before
               the effective date of the Change Request. The Parties shall
               negotiate in good faith the terms, conditions (including any
               changes to the Milestone Schedule), and allocation of costs
               related to the implementation of any Change Request.

          (c)  Delivery and Approval.
               ---------------------

               (i)  Delivery. TiVo shall deliver all Deliverables and
                    --------
                    [*]hereunder to AOL in accordance with the Milestone
                    Schedule. Without limitation of the foregoing, all such
                    Deliverables and all jointly-owned or AOL-owned elements of
                    [*]shall be provided to AOL in both Source Code and object
                    code and via electronic means mutually agreed to by the
                    Parties.

               (ii) Acceptance Testing. Prior to delivery of the Deliverables to
                    ------------------
                    AOL, TiVo will perform its standard qualification testing.
                    Specifically, TiVo's standard qualification testing shall
                    include without limitation (A) efforts to diagnose any
                    failure of the Deliverable to comply with the Specifications
                    and the Acceptance Criteria prior to and during any testing;
                    and (B) correction of any such failure diagnosed by TiVo or
                    reported to TiVo in writing. Within [*]days of receipt, AOL
                    will test the Deliverables (including, without limitation,
                    all Documentation therefor), in accordance with standard
                    diagnostic practices, to determine whether or not it
                    substantially complies with the Acceptance Criteria. AOL
                    shall, within such [*]day period, provide TiVo with written
                    Acceptance of the Deliverable or a statement identifying any
                    failure of the Deliverable to comply with the Acceptance
                    Criteria in sufficient detail for TiVo to recreate such
                    non-compliance. In the event AOL identifies such a failure
                    and rejects the Deliverable, TiVo shall have [*]days from
                    TiVo's receipt of notice of such rejection to repair the
                    failure and resubmit the units of the repaired Deliverable
                    for testing. AOL shall then have [*]days after receipt of
                    the resubmitted Deliverable to determine whether such
                    version passes Acceptance testing. The Parties may repeat
                    the aforementioned process, provided, however, that [*]to
                    deliver a Deliverable that has been accepted by AOL in
                    accordance with this Section by the date specified for
                    "AOLTV Application Manufacturing Release as a Third Party
                    Application", in the case of the AOLTV Application, the date
                    specified for "Mercury Application Manufacturing Release as
                    a Third Party Application", in the case of the Mercury
                    Application, or by the date specified for "Full prototype
                    demo; [*]", in the case of[*]in the Milestone Schedule, as
                    mutually adjusted pursuant to Section 3.4 (or Sections
                    3.1(c) or 3.2(b), as applicable) shall [*]of this Agreement.
                    Each such date shall be [*]


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                                        3

<PAGE>

              (iii) Test Units. TiVo shall provide (directly or indirectly
                    ----------
                    through a Manufacturer) and AOL shall have the right, but
                    not the obligation, to purchase up to [*]total units of the
                    TiVo Platform. At AOL's request, TiVo shall assist AOL in
                    obtaining such units directly from the Manufacturer at
                    production cost, which the Parties anticipate will be no
                    more than [*]per unit. AOL and TiVo acknowledge and agree
                    that AOL has purchased [*]total units as of the Effective
                    Date. For each production run of development units provided
                    to AOL directly by TiVo, TiVo shall provide documentation
                    containing lists and descriptions of known errors and
                    limitations for such production run.

               (iv) TiVo Cooperation. During the thirty (30) day Acceptance
                    ----------------
                    period and any subsequent periods referenced in Section
                    3.2(c)(ii) above, TiVo will provide AOL personnel with
                    telephone and e-mail access to TiVo development and quality
                    assurance personnel, during standard TiVo business hours to
                    answer questions about the development and architecture of
                    the AOLTV Application and Mercury Application, and the
                    infrastructure required to support them. A single point of
                    contact at each Party will be identified for emergencies
                    that require AOL communication with TiVo during[*]the
                    designated TiVo contact will be provided to AOL for use in
                    such emergencies.

               (v)  No Effect on TiVo's Other Obligations. AOL's inspection or
                    -------------------------------------
                    failure to inspect, and AOL's Acceptance of the Deliverables
                    shall in no way relieve TiVo of its obligations under this
                    Agreement, including without limitation Section 5.1 of
                    Schedule 4.

          (d)  Support of AOL. TiVo will provide for the sole and exclusive
               --------------
               benefit of AOL, support of the AOL TV Application and the Mercury
               Application during the Warranty Period, in accordance with
               Section 5.1 of Schedule 4. Such support does not extend to any
               AOL TV Service End Users and specifically excludes any obligation
               to provide corrections for errors in the operation of the AOL TV
               Service if such errors are attributable to the AOL TV Service and
               not the AOL TV Application or Mercury Application. In addition,
               TiVo shall provide support of the AOL TV Application and the
               Mercury Application as set forth in Schedule 10 (Maintenance) for
               the lesser of (i) [*]from the first date of deployment for each
               of the AOL TV Application and the Mercury Application, or (ii)
               [*]from the date of final Acceptance of the "Manufacturing
               Release as a Third Party Application" for each such AOL TV
               Application and Mercury Application, [*].

          (e)  Launch and Hosting Services. Following the commercial launch of
               ---------------------------
               the Mercury Application, if any, subject to AOL's option to host
               the Mercury Application in its entirety, during the Term and
               specifically for the Mercury Application, TiVo will receive
               specified information from AOL's servers and will provide backend
               connectivity, through the TiVo Service, to provide such
               information to the AOL TV-Enabled Products. Notwithstanding
               anything contained herein, launch of the Mercury Application on
               the AOL Service shall at all times be within AOL's sole
               discretion. AOL will be solely responsible for providing
               front-end services of the Mercury Application for the personal
               computer presentation to AOL TV Service End Users. The hosting of
               the Mercury Application, and the responsibilities of AOL and TiVo
               for the initial hosting and interconnectivity, are more
               specifically set forth in Schedule 6. Notwithstanding the
               foregoing, AOL shall have the option at any point during the
               Term, in AOL's sole discretion, to perform all or a part of the
               hosting responsibilities initially allocated to TiVo or to
               discontinue the provision of the Mercury service in its entirety;
               provided that if AOL elects to transition the TiVo hosted
               portions (excluding components related to the TiVo Service) to
               AOL, then AOL shall pay any costs reasonably incurred by TiVo in
               such transition.

          (f)  Provisioning Support. The TiVo Platform shall include service
               --------------------
               provisioning and download support required to remotely update,
               manage and maintain the AOL TV Application and Mercury
               Application, in a multiple service, closed loop bit and
               information management system (the

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                                        4

<PAGE>

               "Provisioning Support") [*], unless otherwise agreed by the
               Parties. Such Provisioning Support also shall include without
               limitation, download of [*]in TiVo's regularly scheduled update
               downloads, download of [*]subject to [*]and service testing and
               certification. The AOL TV Application shall operate substantially
               in accordance with the specifications for maximum downtime,
               service interruption and degradation as set forth in the
               Specifications; provided that in no event shall TiVo be
               responsible for any downtime, service interruption or degradation
               attributable to the AOL communications network or the AOL TV
               Service. Notwithstanding the foregoing, if AOL does not [*]from
               the AOL TV Service as enabled on the TiVo Platform (excluding out
               any [*]offered to End Users), then TiVo will[*]such Provisioning
               Support provided [*]for such Provisioning Support (i.e., actual
               [*]plus [*]).

               (i)  [*]In the event an [*]arises with regard to the AOL TV
                    Application, TiVo shall work in good faith with AOL to
                    develop a plan to test and certify (as required) within
                    [*]or as soon thereafter as possible of notification from
                    AOL of the need for such [*]and to [*]the [*]For purposes of
                    this provision, such [*]shall [*]TiVo's routine business
                    operations, [*] shall [*]related to the TiVo Platform or
                    TiVo Service (i.e., comparable to the [*].

               (ii) Dispute Process. In the event that the Parties dispute
                    ---------------
                    whether [*]constitutes an[*], or regarding the [*]plan for
                    the[*], the dispute shall be immediately escalated to the
                    Management Committee for resolution in accordance with
                    Section 16.1 of Schedule 4; provided that the Management
                    Committee shall, within[*]business days of notice of the
                    dispute, use its best efforts to meet (in person or by
                    telephone) to resolve such dispute.

                    AOL shall [*]TiVo for [*]in [*]any such [*].

          (g)  [*]. Within thirty (30) days of the Effective Date, TiVo shall
               cooperate with AOL to ensure that [*]are [*]in an[*], and upon
               the Effective Date the Parties shall execute [*]attached hereto
               as Schedule 9. Such [*]entered into by the Parties shall remain
               in effect for the Term. TiVo shall update the [*]for each [*]of
               the TiVo [*]that is[*] TiVo, but in no event shall TiVo be
               obligated hereunder to [*]more than[*]. If for any reason,
               the[*]expires or is terminated during the Term of this Agreement
               (except in the event of termination by TiVo for a Material Breach
               by AOL of this Agreement), other than upon the occurrence of a
               [*]as defined in the[*], then [*]may require [*] to place the
               [*]in [*]for AOL pursuant to[*]on substantially [*]as the[*]. If
               for any reason, any such [*]are not in the [*]of an[*]pursuant to
               such [*]upon the occurrence of a[*]shall provide such [*]to[*]
               immediately upon [*]written request and [*]shall have the rights
               and obligations with respect thereto set forth in the[*].
               [*]shall[*]associated with such[*].

          (h)  Technology License Option. For a period of [*]from the Effective
               -------------------------
               Date or if the Parties do not agree in writing to cancel
               [*]development pursuant to Section 3.1(c) until completion
               of[*]development, whichever occurs last, AOL shall have the
               option to receive a license to the TiVo technology incorporated
               within the TiVo Platform and the related server software on terms
               and condition consistent with those terms and conditions set
               forth in Schedule 7.

          (i)  AOL Time Warner. Nothing in this Agreement (including the fact of
               ---------------
               this Agreement) shall be construed to acknowledge, waive or
               otherwise prejudice any rights or defenses of AOL Time Warner
               Inc. and/or its Affiliates or TiVo with respect to the
               reproduction, use, display, distribution, or performance by TiVo
               of content owned or licensed by AOL Time Warner Inc. and/or its
               Affiliates. Further, nothing in this Agreement (including the
               fact of this Agreement) shall be construed to make
               representations or any commitments on behalf of, or in any way
               bind, AOL Time Warner Inc. and/or any other Affiliates of AOL,
               Inc.

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                                        5

<PAGE>

     3.3  Delivery and Development Obligations of AOL.
          -------------------------------------------

          (a)  AOL's Assistance. AOL shall, at AOL's expense, furnish TiVo with
               ----------------
               materials specified in the Milestone Schedule and Specifications,
               including without limitation the AOL Toolkit in object form
               (collectively, "AOL Materials").

          (b)  Network Access. AOL will provide connectivity for the AOL TV
               --------------
               Service only. AOL will agree to continue discussions with TiVo
               concerning AOL assuming responsibility for certain connectivity,
               network hosting, and customer support services for the TiVo
               Platform and for certain services enabled on the TiVo Platform.

          (c)  Subscriber Documentation. AOL will develop documentation for the
               ------------------------
               AOL TV Application instructing End Users how to subscribe to and
               use the AOL TV Service ("Subscriber Documentation"). TiVo will
               include this documentation in the TiVo packaging for all TiVo
               products containing the TiVo Platform with the AOL TV Application
               (each an "AOL TV-Enabled Product"). AOL shall be responsible for
               all costs associated with the preparation, design and
               reproduction of all such Subscriber Documentation prior to TiVo's
               distribution.

     3.4  TiVo Responsibility for Performance. TiVo acknowledges and agrees that
          -----------------------------------
          it is solely responsible for performance of its obligations to develop
          the AOL TV Application and the Mercury Application so that each
          conforms in all material respects to the applicable Specifications, as
          warranted by TiVo in Section 5 of Schedule 4. Notwithstanding the
          foregoing, TiVo shall not be in breach of the foregoing obligation to
          complete its development activities by a [*]to the extent TiVo fails
          to perform such obligation because TiVo received the AOL Materials
          later than the date specified in the Milestone Schedule (including
          materials or assistance to be provided by [*]or[*]), and to the extent
          such date has not been equitably adjusted by the Parties in accordance
          with the following sentence. If the a milestone date specified in the
          Milestone Schedule is missed due to the fault of AOL (or in the case
          of the[*], due to [*]or[*]), the Parties shall mutually agree upon a
          reasonable equitable adjustment of the Milestone Schedule to account
          for the delay, solely to the extent such fault caused the delay.

4.   The TiVo Platform.

     4.1  Hard Drive Allocation. On all TiVo Platforms controlled by TiVo (as
          ---------------------
          further defined in Section 8.3 of this Agreement) and containing the
          AOL TV Application, in addition to the storage capacity for the AOL TV
          Application, TiVo will allocate to AOLstorage capacity on the Hard
          Drive of the TiVo Platform for the AOL TV Application for the purpose
          of operating the AOL TV Service as follows: (a) no less than [*]for
          the[*], provided that such storage capacity [*]following completion of
          system testing, system resource constraints permitting; and (b) [*]for
          application data storage. The storage capacity allocated to the AOL TV
          Application may be increased to accommodate additional AOL TV
          offerings in the future, as mutually agreed upon by the Parties.

     4.2  Remote Device Hardware Costs. AOL shall be solely responsible for
          ----------------------------
          modifying, manufacturing or having manufactured, and distributing a
          generic remote keyboard for use with the AOL TV-Enabled Products (the
          "AOL Keyboard"). [*]AOL acknowledges and agrees that TiVo has provided
          AOL with the TiVo technology and information necessary to allow AOL to
          modify the AOL Keyboard for direct access to the TiVo Service.

5.   The AOL TV Service.

     5.1  AOL TV Service. Except as otherwise provided herein, AOL shall, at its
          --------------
          expense, be responsible for programming, operation and management,
          including any and all billing of End Users of the AOL TV Service.
          Except as otherwise set forth in this Agreement, AOL shall determine,
          in its sole and absolute

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                                        6

<PAGE>

          discretion, branding, terms of use, functionality, content, features,
          registration, advertising, e-commerce, m-commerce on the AOL TV
          Service. In addition, AOL may, at any time and in its sole and
          absolute discretion, discontinue the AOL TV Service and/or AOL TV
          Application without any liability whatsoever to TiVo; provided that
          AOL shall use commercially reasonable efforts to provide TiVo with a
          minimum of [*]days' written notice prior to discontinuing the AOL TV
          Service. Except as otherwise provided herein, during the Term, AOL
          will use best efforts to ensure that the AOL TV Service performs
          without persistent or gross malfunction. In the event that there are
          recurring [*]with the AOL TV Service (excluding any such issues to the
          extent they are attributable to the functions of the AOL TV
          Application), such issues shall be escalated to the Management
          Committee for resolution in accordance with Section 16.1 of Schedule 4
          and, if such [*]continues for a period of not less than[*], TiVo shall
          have the right to discontinue the promotion and loading the AOL TV
          Application on AOLTV-Enabled Products pending resolution by the
          Management Committee, provided, however, TiVo shall resume promotion
          and the loading of the AOLTV Application as soon after the [*]is
          resolved as is practicable, and shall notify AOL within [*]upon
          resolution of the [*]of the time frame for resumption of promotion and
          loading activities. Any dispute between the Parties with respect to
          the timeframe for resumption of promotion and loading activities shall
          be immediately referred to the Management Committee for resolution.

6.   Viewer Data

     6.1  TiVo Viewer Data. End User data collected by TiVo as part of the TiVo
          ----------------
          Service subscription and payment process or otherwise generated
          through use of the TiVo Platform or TiVo Service, shall be owned by
          TiVo (the "TiVo Data").

     6.2  AOL Viewer Data. End User data collected by AOL as part of the AOL TV
          ---------------
          Service subscription and payment process or otherwise generated
          through use of the AOL TV Service, shall be owned by AOL (the "AOL TV
          Data").

     6.3  Mercury Viewer Data. End User data collected by either Party that is
          -------------------
          generated through the use of the Mercury Application shall be jointly
          owned by the Parties, with no duty of accounting. Each Party agrees to
          provide the other Party with a copy of any such collected data within
          thirty (30) days of the date of collection and in a form mutually
          agreed to by the Parties.

     6.4  Privacy Policy. Notwithstanding anything else contained herein, each
          --------------
          Party's collection and use of End User data shall at all times comply
          with the applicable privacy policy under which such information was
          collected. The Parties shall mutually agree upon, and implement a
          means of conveying to End Users, which privacy policy is applicable to
          information or collected during an End User's use of the AOL TV
          Service, AOL TV Application, Mercury Application and the TiVo Service.

7.   Development Costs; Revenue Share
     --------------------------------

     7.1  Development Costs. In consideration for TiVo's satisfaction of its
          -----------------
          obligations herein, AOL shall pay to TiVo a total of [*]as follows;

          (a)  For the AOL TV Application and Mercury Application, [*]of which
               shall be paid upon the Effective Date and the remaining[*]to be
               paid in accordance with the AOL TV Application and Mercury
               Application Milestone Schedule.

          (b)  For the[*]of which shall be paid upon the Effective Date and the
               remaining [*]to be paid in accordance with [*]Milestone Schedule.

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                                        7

<PAGE>

     7.2  Revenue Share. In addition to the development costs in Section 7.1,
          -------------
          AOL shall pay to TiVo [*]of all subscription revenues generated by AOL
          that are based on or attributable to the AOL TV Service as enabled on
          each TiVo-Controlled TiVo Platform distributed in accordance with
          Section 8.3 herein. Such revenue share shall accrue at the time such
          revenue is collected by AOL and shall be paid on a quarterly basis,
          with payment due simultaneous with submission of the report required
          under Section 7.2(a) below.

          (a)  Reporting. Commencing the first calendar month following the
               ---------
               launch of the AOL TV-Enabled Product, and within thirty (30) days
               following the end of each calendar month thereafter, AOL shall
               submit to TiVo a report detailing, for the reporting period: (i)
               the number of all Qualified AOL TV Service End Users; (ii) the
               amount of all subscription revenues generated by AOL that is
               based on or attributable to Qualified AOL TV Service End Users;
               and (iii) the amount paid to TiVo based on the foregoing, along
               with any reasonable supporting data and information reasonably
               requested by TiVo. Each Party shall keep and provide the reports
               set forth in Section 3.3(d) and (e), as applicable, of Schedule
               4.

          (b)  Records and Audits. For as long as the AOL TV Service is provided
               ------------------
               to AOL TV-Enabled Products and for [*]thereafter, or if longer,
               as mandated by applicable law, each Party shall maintain
               complete, current and accurate records substantiating the reports
               provided under Section 7.2(a) above and Section 3.3(d) and (e) of
               Schedule 4 and documenting the revenue share due and payable to
               the other Party under this Agreement (the "Records") Each Party
               shall have the right to designate an independent auditor to
               conduct an inspection and audit of such other Party's Records,
               and to obtain true and correct photocopies thereof, during
               regular business hours at the other Party's offices. Any and all
               information reviewed by the independent auditor under this
               Section 7.2(b) is Confidential Information of the Party
               maintaining such records. The auditing Party shall provide the
               audited Party with at least ten (10) days' advance notice of any
               such audit and the audit shall be conducted no more frequently
               than once per year and in a manner that does not unreasonably
               interfere with the audited Party's normal business activities. If
               any such audit should disclose any underpayments on behalf of the
               audited Party, the audited Party shall promptly pay the auditing
               Party such underpaid amounts, together with interest thereon at
               one and one half percent (1.5%) per month or the highest rate
               allowed by law, whichever is less, from the date such amount was
               owed until paid by the audited Party. If any such audit should
               disclose any overpayments, the auditing Party shall promptly pay
               the audited Party such overpaid amounts, less the expenses
               incurred by the auditing Party in connection with the audit. Any
               such audit shall be at the auditing Party's expense, provided,
               however, that if the audit reveals that the audited Party has
               underpaid the auditing Party by five percent (5%) or more of the
               amounts paid during such audited period, then the audited Party
               shall promptly reimburse the auditing Party for all expenses
               incurred by the audited Party in connection with the audit.

     7.3  Invoices. Amounts to be paid by AOL to TiVo pursuant to this Agreement
          --------
          (except for the initial payments made on the Effective Date)
          (including those set forth in Section 7.1, 7.2 or Section 8.3 (b), as
          applicable) shall be paid by AOL within thirty (30) days of the date
          of an undisputed invoice.

     7.4  Taxes. Neither Party shall be required to reimburse the other Party
          -----
          for any taxes, including, without limitation, ad valorem personal
          property taxes, state and local privilege, franchise and excise taxes
          based on gross revenue, and taxes based on or measured by such Party's
          net income.

8.   Distribution, Marketing and Promotion.

     8.1  TiVo Marketing. During the Term, commencing immediately preceding or
          --------------
          following the commercial release of the first AOL TV-Enabled Product,
          and in selected marketing campaigns (including without limitation,
          marketing campaigns where TiVo mentions third party applications
          enabled on the TiVo Platform, both online and offline promotions, and
          product packaging) for the TiVo Platform containing

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                                        8

<PAGE>

          the AOL TV Application, TiVo will promote the TiVo Platform as an AOL
          TV-Enabled Product. TiVo's promotion and marketing activities, when
          taken as a whole, will promote the TiVo Platform as an AOL TV-Enabled
          Product [*]. All marketing of the AOL TV-Enabled Product shall be
          substantially in accordance with TiVo's then-current marketing plan.

     8.2  AOL Marketing and Branding. During the Term, commencing immediately
          --------------------------
          preceding or following the commercial release of the first AOL
          TV-Enabled Product[*]. Such online marketing and promotion shall
          include, (a) promotion of the TiVo Platform and TiVo Service as
          AOLTV-enabled wherever the AOLTV Application is generally promoted on
          the AOL Service; and (b) Mercury Application buttons (i.e., hyperlinks
          to the Mercury Application features) branded with TiVo branding
          wherever the Mercury Application functionality is displayed on the AOL
          Service on a non-exclusive basis for at least [*]from Launch of the
          Mercury Application, as follows: (i) [*].

     8.3  Distribution.
          ------------

          (a)  During the Term (following completion of the Development
               Activities and Acceptance), TiVo shall make the AOL TV
               Application available on all TiVo Platforms distributed in the
               Territory, provided, however, that in the event a third party
               with Control over the distribution of a TiVo Platform objects to
               the placement of the AOL TV Application on such TiVo Platform ,
               in lieu of TiVo's obligation to distribute the AOL TV
               Application, TiVo will use best efforts to facilitate discussions
               between AOL and the applicable third party having Control over
               such TiVo Platform regarding the incorporation of the AOL TV
               Application and distribute the AOL TV Application subject to the
               agreement of such third party. For purposes of this provision,
               "Control" means material discretion as to the software and
               services that operate on such TiVo Platform. Examples of TiVo
               Platforms that are "not Controlled by TiVo" include, but are not
               limited to, standalone or combination products that are
               distributed in conjunction with network partners and products
               that are manufactured by licensees of the TiVo technology and
               that may or may not include TiVo services.

          (b)  TiVo intends to have up to [*]consumer electronics manufacturers
               for the TiVo Platform. AOL may, from time to time suggest to TiVo
               certain consumer electronics manufacturers to fill the
               [*]consumer electronics manufacturer slots (e.g., [*]) that AOL
               wishes to manufacture AOL TV-Enabled Products (each an
               "AOL-Preferred Manufacturer"), and TiVo shall use commercially
               reasonable efforts to enter into a manufacture and distribution
               agreement with such AOL-Preferred Manufacturer. TiVo shall notify
               AOL in writing of any change in the consumer electronics
               manufacturer of the TiVo Platform and AOL shall have the option,
               in its sole discretion, to include or not include the AOL TV
               Application on such TiVo Platforms manufactured by such consumer
               electronics manufacturer. Within thirty (30) days of such
               notification from TiVo, AOL shall direct TiVo in writing to
               either include or not include the AOL TV Application on all such
               TiVo Platforms produced by such consumer electronics
               manufacturer, and TiVo shall promptly comply and cause its
               consumer electronics manufacturer to comply with any such written
               directive.

          (c)  TiVo shall, at AOL's request, download the AOL TV Application to
               AOL-identified products incorporating the TiVo Platform
               manufactured and distributed prior to the completion of the AOL
               TV Application; provided that such TiVo Platforms are Controlled
               by TiVo and subject to pre-existing contractual limitations or
               restrictions from TiVo's existing network distribution partners.
               AOL will reimburse TiVo for its reasonable costs associated with
               such download. Upon AOL's reasonable request, TiVo shall prepare
               and provide to AOL a printout identifying the number of TiVo
               Platforms in the field eligible to receive the download of the
               AOL TV Application, the number of TiVo Platforms for which the
               download has been completed, and the number of TiVo platforms in
               the field that are not eligible to receive the download (e.g.,
               TiVo Series 1 platform or

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                                        9

<PAGE>

               third party controlled platform). The foregoing information shall
               be calculated by TiVo based on the number of subscribers using
               each of the various TiVo platforms.

9.   Support.

     9.1  Customer Support Responsibilities. TiVo will be responsible for
          ---------------------------------
          providing tier one and tier two customer support to End Users of the
          TiVo Service. AOL will be responsible for providing tier one and tier
          two customer support to End Users of the AOL TV Service. Tier one
          support includes (i) initial contact with the End User to define the
          problem, if any, and (ii) the provision of answers to any questions
          about product functionality, to the extent reasonably possible. Tier
          two support is a higher level of support that reflects a knowledge
          base of principally all known issues that may arise related to the
          applicable service. Each Party will provide a toll-free telephone
          number to the other Party for referral of End Users having support
          issues. Each Party shall also provide the other Party with the current
          telephone or pager numbers at which such Party's designated technical
          support personnel can be reached by the other Party's designated
          support personnel, [*], to answer questions with respect to the AOL TV
          Application, Mercury Application and the AOL TV-Enabled Product that
          could not be handled by such Party's tier one and tier two support
          contacts. Each Party agrees that it will only contact the other
          Party's designated support personnel outside of the other Party's
          standard customer service hours in the event of a major service
          interruption or other problem that results in a significant increase
          in immediate call volume to such Party's call centers.

     9.2  Training. The Parties shall mutually agree upon and implement training
          --------
          of a reasonable number of each Party's employees or designated
          representatives with respect to support of the AOL TV Service, AOL TV
          Application, Mercury Application, and TiVo Service. Each Party shall
          bear its own costs associated with any such training.

     9.3  Support Materials. Prior to the first commercial release of an AOL
          -----------------
          TV-Enabled Product, the Parties will mutually agree on customer
          support information materials so as to clearly indicate the
          appropriate customer service contact for particular problems and
          questions related to the integration and user interface of the AOL
          TV-Enabled Product.

     9.4  Reports. The Parties will mutually agree upon reports to be exchanged
          -------
          detailing customer support information useful to each Party in
          improving its customer service performance (e.g., call volumes,
          complaints, etc.).

10.  Term and Termination.

     10.1 Term. Subject to the right of extension, as provided herein, the term
          ----
          of this Agreement shall commence on the Effective Date and shall
          terminate four (4) years from the Effective Date (the "Initial Term").
          The Agreement may be extended by mutual agreement of the Parties. The
          Initial Term, together with any extensions thereto, shall be referred
          to herein as the "Term."

     10.2 Termination for Material Breach. Either Party may terminate this
          -------------------------------
          Agreement immediately by giving written notice to the other Party for
          the occurrence of any Material Breach by such other Party. For the
          purposes of this Agreement, "Material Breach" shall mean a Party's
          material default in the performance or observance of any material
          covenant, agreement or condition set forth herein, which default
          remains uncured for a period of thirty (30) days (or other applicable
          cure period as may be specified herein) from the date that the other
          Party provides notice to the defaulting Party of such default,
          including, without limitation, any of the following:

          (a)  a Party's uncured Material Breach of any of Sections 3, 6, 7, or
               8 of the Agreement; or

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                                       10

<PAGE>

          (b)  a Party's uncured Material Breach of any provision of Schedule 4
               (Terms and Conditions); or

          (c)  failure of any Deliverable to pass the Acceptance Criteria by a
               Final Milestone Date.

     10.3 Termination for Change-in-Control. AOL shall have the right to
          ---------------------------------
          terminate this Agreement by giving TiVo sixty (60) days' prior written
          notice in the event that there is a Change-in-Control of TiVo to any
          Person that provides any Interactive Service; provided that such
          termination shall be without cause and without any liability to either
          Party.

     10.4 Termination for Insolvency. Either Party may terminate this Agreement
          --------------------------
          effective immediately upon giving notice to the other Party, (i) upon
          the institution by or against such other Party of insolvency,
          receivership or bankruptcy proceedings or any other proceedings for
          the settlement of its debts and such proceeding is not rescinded or
          dismissed within sixty (60) days of its being filed; (ii) upon such
          other Party making an assignment for the benefit of creditors; or
          (iii) upon such other Party's dissolution or liquidation.

     10.5 AOL Termination. If AOL decides, in its sole discretion, not to pursue
          ---------------
          the AOL TV Application, AOL shall have the right to terminate this
          Agreement upon sixty (60) days notice to TiVo.

     10.6 Effect of Termination or Expiration.
          -----------------------------------

          (a)  If this Agreement is terminated by either Party for any reason,
               TiVo shall return to AOL all of AOL's Confidential Information or
               destroy all of AOL's Confidential Information, including all
               copies of, and notes and compilations related thereto, and shall
               certify in writing to AOL that such obligations have been
               completed, and AOL shall return to TiVo all of TiVo's
               Confidential Information or destroy all of TiVo's Confidential
               Information, including all copies of, and notes and compilations
               related thereto, and shall certify in writing to TiVo that such
               obligations have been completed.

          (b)  Notwithstanding anything contained herein to the contrary, the
               expiration of this Agreement shall not affect the right of any
               End User (existing prior to the date of expiration) to continue
               to receive and use the AOL TV Service, including without
               limitation on or through the AOL TV Enabled Products; and
               accordingly, AOL may continue providing the AOL TV Service to End
               Users using the TiVo Platform with the AOL TV Application and
               TiVo shall retain the licenses and other rights necessary to
               continue supporting the AOL TV-Enabled Products.

          (c)  Within sixty (60) days of the date of termination or expiration
               of this Agreement, TiVo shall cease manufacturing of all AOL
               TV-Enabled Products (i.e., discontinue loading the AOL TV
               Application on new TiVo Platforms). Within sixty (60) days of the
               date of termination or expiration of this Agreement and unless
               otherwise mutually agreed to by the Parties, TiVo shall
               discontinue the distribution of the AOL TV Application; provided
               that, subject to Section 10.6(d), TiVo shall retain the licenses
               and other rights necessary to continue distribution, directly or
               indirectly, and through multiple tiers of distribution, of any
               AOL TV-Enabled Products previously manufactured for a period not
               to exceed twelve (12) months. Subject to Section 10.6(d), in
               addition, TiVo shall retain the licenses and other rights
               necessary to continue supporting such previously manufactured AOL
               TV Enabled Products.

          (d)  In the event of termination of this Agreement by TiVo pursuant to
               Section 10.2, either Party may, in its sole discretion, disable
               the AOL TV Application on all TiVo Platforms, provided, however,
               upon AOL's request, AOL shall have a transition period not to
               exceed one hundred and twenty (120) days following the effective
               date of any such termination during which TiVo shall not disable
               the AOL TV Application on any TiVo Platform unless an [*] exists
               which TiVo believes in

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                                       11

<PAGE>

               good faith is causing material adverse harm to the TiVo Platform
               or TiVo brand. In the event of termination of this Agreement by
               AOL pursuant to Section 10.2, AOL may, in its sole discretion and
               at any time, discontinue providing AOL Service to the AOL
               TV-Enabled Products provided, however, upon TiVo's request, AOL
               shall not disable the AOL TV Application on any TiVo Platform for
               a period not to exceed one hundred and twenty (120) days
               following the effective date of any such termination unless an
               [*]comparable to an [*]exists with respect to the TiVo Platform
               or TiVo Service which AOL in good faith believes is causing
               material adverse harm to the AOL TV Service or AOL brand.

          (e)  In the event of termination of this Agreement pursuant to Section
               10.5, TiVo shall invoice AOL, and AOL shall pay to TiVo, for all
               work performed up to the date of termination and for all costs
               reasonably incurred by TiVo in modifying the marketing and
               promotional materials to remove all references to the AOL
               TV-Enabled Product and the AOL TV Service.

     10.7 Survival. Notwithstanding the termination, cancellation or expiration
          --------
          of this Agreement for any reason, the provisions of Sections 2, 6, 7,
          10, and 11 of this Agreement and Sections 2.4, 3, 4 (for a period of
          four (4) years), 5.5, 7, 8, 11, and 14 through 18 and 20 through 31 of
          Schedule 4 shall survive such termination, cancellation or expiration
          indefinitely and the provisions of Section 10 of this Agreement and
          Section 1 of Schedule 4 shall survive such termination, cancellation
          or expiration solely to the extent necessary to provide the continuing
          End User support set forth in Section 10.6 of this Agreement.

11.  Standard Terms.

   The Standard Terms & Conditions set forth on Schedule 4 attached hereto are
   hereby made a part of this Agreement.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized officers and representatives as of the day and year
first written above.

AMERICA ONLINE, INC.                      TIVO INC.

By: /s/ Edward M. Prince, Jr.             By:  /s/ Morgan Guenther
   -----------------------------------       -----------------------------------

Name:   Edward M. Prince, Jr.             Name:    Morgan Guenther
     ---------------------------------         ---------------------------------
        SR Vice President Business
Title:  Affairs and Development           Title:   President
      --------------------------------          --------------------------------


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                                       12

<PAGE>

                                   Schedule 1
                                   Definitions

"Acceptance Criteria" shall mean the mutually agreed upon criteria for
 -------------------
evaluating whether the Deliverables conform with the Specifications, agreed upon
in accordance with Section 3.1(d) and set forth in Schedule 3.

"Affiliate" shall mean, with respect to any Person, any other Person that
 ---------
directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with, such specified Person where
"control" means ownership, directly or indirectly, of[*]or more of the
outstanding voting stock or other equity or ownership interest in such Person.
Such Person shall be deemed an "Affiliate" only for so long as such ownership
exists.

"Agreement" shall have the meaning set forth the first paragraph of the
 ---------
Agreement.

"AOL" shall have the meaning set forth the first paragraph of the Agreement.
 ---

"AOL Classic Service" shall mean the narrow-band U.S. version of the America
 -------------------
Online(R) brand service specifically excluding (a) the AOL TV Service, (b) the
AOL "Mobile" service, (c) AOL.com or any other AOL interactive site, (d) the
international versions of an America Online service (e.g., AOL Japan), (e)
"ICQ," "AOL NetFind," "AOL Instant Messenger" or any similar independent product
or service which may be offered by, through or with the U.S. version of the
America Online(R) brand service, (f) any content or programming area over which
AOL does not exercise complete operational control (including, without
limitation, content areas controlled by AOL Studios (e.g., Digital City),
content areas controlled by other information providers and member-created
content areas), (g) any yellow pages, white pages, classifieds or other search,
directory or review services or content offered by or through the U.S. version
of the America Online(R) brand service, (h) any property, feature, product or
service which AOL or its Affiliates may acquire subsequent to the Effective Date
and (i) any other version of an America Online service which is materially
different from the narrow-band U.S. version of the America Online brand service,
by virtue of its branding, distribution, functionality, content and/or services,
including, without limitation, any co-branded version of the service and any
version distributed through any broadband distribution platform or through any
platform or device other than a desktop personal computer.

"AOL IP" shall have the meaning set forth in Section 3.1 of Schedule 4.
 ------

"AOL Keyboard" shall have the meaning set forth in Section 4.2 of the Agreement.
 ------------

"AOL Mark" shall have the meaning set forth in Section 2.1 of Schedule 4.
 --------

"AOL Materials" shall have the meaning set forth in Section 3.3(a) of the
 -------------
Agreement.

"AOL Network" shall mean (i) the AOL Classic Service, (ii) the AOL TV Service,
 -----------
(iii) AOL's ICQ product, (iv) AOL.com, (v) the AOL "Mobile" service, (vi) any
international versions of the AOL Classic Service and/or the AOL TV Service,
(vii) AOL's CompuServe branded Interactive Service, (viii) Compuserve.com, and
(ix) any other product or service owned, operated, distributed or authorized to
be distributed by or through AOL or its Affiliates worldwide (which may include,
without limitation, Internet sites promoting AOL products and services and any
"offline" information browsing products of AOL or its Affiliates).

[*] shall have the meaning set forth in[*].

[*]shall have the meaning set forth in[*].

"AOL Preferred Manufacturer" shall have the meaning set forth in Section 8.3(b)
 --------------------------
of the Agreement.


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                                       1-1

<PAGE>

"AOL Toolkit" means the libraries and core engines in object code form upon
 -----------
which the AOL TV Service is based.

"AOL TV Application" shall mean the software developed by TiVo to enable access
 ------------------
to the AOL TV Service via the TiVo Platform in accordance with the
Specifications.

"AOL TV-Enabled Product" shall have the meaning set forth in Section 3.3(c) of
 ----------------------
the Agreement.

"AOL TV Data" shall have the meaning set forth in Section 6.2 of the Agreement.
 -----------

"AOL TV Service" shall mean any interactive television service offered by or on
 --------------
behalf of AOL or any successor thereto.

"AOL TV Service Successor" shall have the meaning set forth in Section 12 of
 ------------------------
Schedule 4.

"Arbitration Costs" shall have the meaning set forth in Section 16.6 of Schedule
 -----------------
4.

"Attorneys' Fees" shall have the meaning set forth in Section 16.6 of Schedule
 ---------------
4.

[*] shall have the meaning set forth in [*]of the Agreement.

"Browser Software" shall mean the then-current version of the browser software
 ----------------
provided as part of the TiVo Platform and any future browsers or versions
thereof.

"Carriage Plan" shall have the meaning set forth in Section 8.2 of the Agreement
 -------------
and Schedule 5.

"Change-in-Control" shall mean:
 -----------------

     (i)  any Person is or becomes the beneficial owner, directly or indirectly
          (whether by merger, consolidation, purchase of securities or
          otherwise), of more than 50% of the total voting power of all the
          outstanding Voting Securities of TiVo (or its successor by merger,
          consolidation or purchase of all or substantially all of its assets)
          (for the purposes of this clause, such person shall be deemed to
          beneficially own any Voting Securities of TiVo held by an entity, if
          such Person beneficially owns, directly or indirectly, more than 50%
          of the total voting power of the Voting Securities of such entity).

     (ii) the Transfer, lease or other disposition, in one or a series of
          related transactions, of all or substantially all of the assets of
          TiVo and its Subsidiaries taken as a whole to any Third Party; or

     (iv) the adoption by the stockholders of TiVo of a plan or proposal for the
          liquidation or dissolution of TiVo.

"Change Request" shall have the meaning set forth in Section 3.2(b).
 --------------
"Commercial Rules" shall have the meaning set forth in Section 16.2 of Schedule
 ----------------
4.

"Complex Procedures" shall have the meaning set forth in Section 16.2 of
 ------------------
Schedule 4.

"Components" shall have the meaning set forth in Section 7.1(b) of Schedule 4.
 ----------

"Confidential Information" shall have the meaning set forth in Section 4.1 of
 ------------------------
Schedule 4.

"Control" shall have the meaning set forth in Section 8.3(a) of the Agreement.
 -------

"Deliverable" shall mean the AOL TV Application and Mercury Application to be
 -----------
developed and delivered by TiVo as set forth in the Specifications.


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                                      1-2

<PAGE>

"Demand" shall have the meaning set forth in Section 16.2 of Schedule 4.
 ------

[*] shall mean the [*]and any additional [*]required to operate and maintain the
AOL TV Application running on the AOL TV-Enabled Product. For avoidance of
doubt, the [*]specifically exclude any[*], other than any [*]is permitted to
include as[*].

"Development Activities" shall mean the development activities to be undertaken
 ----------------------
by TiVo pursuant to Section 3.1(c), 3.2(a), Schedule 2, and Schedule 11.

"Developed Application" shall have the meaning set forth in Schedule 10.
 ---------------------

"Disclaimed Damages" shall have the meaning set forth in Section 11 of Schedule
 ------------------
4.

"Dispute" shall have the meaning set forth in Section 16.1 of Schedule 4.
 -------

"Documentation" shall mean written end-user and user instructions.
 -------------

"Effective Date" shall mean April 30, 2002.
 --------------

"Emergency Download" means the delivery of an Emergency Upgrade to the TiVo
 ------------------
Platform.

[*].

"Emergency Upgrade" means an upgrade that provides a fix or workaround for and
 -----------------
Emergency Issue.

"End Users" means third parties who use the AOL TV-Enabled Products.
 ---------

"Exclusivity Period" shall have the meaning set forth Section 3.3(b) of Schedule
 ------------------
4.

"Force Majeure Event" shall have the meaning set forth in Section 13 of Schedule
 -------------------
4.

[*]shall have the meaning set forth [*]of the Agreement.

"Group" shall have the meaning assigned to such term in Section 13(d)(3) of the
 -----
Securities Exchange Act of 1934, as amended.

"Hard Drive" means the hard disk drive contained in a TiVo Platform.
 ----------

"Indemnified Party" shall have the meaning set forth in Section 8.1 of Schedule
 -----------------
4.

"Indemnifying Party" shall have the meaning set forth in Section 8.1 of Schedule
 ------------------
4.

"Initial Term" shall have the meaning set forth in Section 10.1 of the
 ------------
Agreement.

[*]shall mean the [*]described in[*].

"Interactive Service" shall mean one or more of the following: (i) online or
 -------------------
Internet connectivity services (e.g., Internet service provision); (ii) an
interactive site or service featuring a broad selection of aggregated third
party interactive content (or navigation thereto) (e.g., an online service or
search and directory service) and/or marketing a broad selection of products
and/or services across numerous interactive commerce categories (e.g., an online
mall or other leading online commerce site); (iii) a persistent desktop client;
or (iv) communications software capable of

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                                      1-3

<PAGE>

serving as the principal means through which a user creates, sends and receives
electronic mail or real time or "instant" online messages (whether by telephone,
computer or other means).

"Management Committee" shall have the meaning set forth in Section 16.1 of
 --------------------
Schedule 4.

"Manufacturer" shall mean any third party manufacturer of the TiVo Platform.
 ------------

"Marks" shall have the meaning set forth in Section 2.1 of Schedule 4.
 -----

"Material Breach" shall have the meaning set forth in Section 10.2 of the
 ---------------
Agreement.

"Mercury Application" shall mean the server-based software application for a
 -------------------
service to be offered to AOL members to allow them to remotely schedule program
recordings and other TV-related activities via a PC to be developed by TiVo in
accordance with the Specifications.

"Milestone Schedule" shall have the meaning set forth in Section 3.2(a) of the
 ------------------
Agreement.

"Network Operator" shall have the meaning set forth in Section 3.3(b) of
 ----------------
Schedule 4.

"Non-Arbitration Claims" shall have the meaning set forth in Section 16.7 of
 ----------------------
Schedule 4.

"Original Agreement" shall have the meaning set forth in the Recitals to the
 ------------------
Agreement.

"Party(ies)" shall have the meaning set forth the first paragraph of the
 ----------
Agreement.

"Person" shall mean any individual, corporation, limited liability company,
 ------
limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivisions thereof, but specifically excluding AOL or any Affiliate of AOL, or
any Group, other than a Group which includes AOL or any of its Affiliates as
members, comprised of two or more of the foregoing.

"Program Manager" shall have the meaning set forth in Section 3.1(b) of the
 ---------------
Agreement.

"Provisioning Support" shall have the meaning set forth in Section 3.2(f) of the
 --------------------
Agreement.

"Qualified AOL TV Service End User" shall mean an end user who subscribes to the
 ---------------------------------
AOL TV Service with access provided via an AOL TV-Enabled Product.

"Records" shall have the meaning set forth in Section 7.2(b) of the Agreement.
 -------

"Release Condition" shall have the meaning set forth in Section 3.2(a) of the
 -----------------
Agreement.

[*]shall have the meaning set forth in [*]of the Agreement.

"Services" shall mean the work to be performed by TiVo pursuant to this
 --------
Agreement.

"Source Code" means fully commented source code, related technical
 -----------
specifications and notes therefor.

"Specifications" shall mean detailed written technical, functional and
 --------------
performance specifications for the AOL TV Application and Mercury Application,
as set forth in Schedule 2 attached hereto.

"Subscriber Documentation" shall have the meaning set forth in Section 3.3(c) of
 ------------------------
the Agreement.

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                                      1-4

<PAGE>

"Subsidiary(ies)" shall mean (i) any corporation of which a majority of the
 ---------------
securities entitled to vote generally in the election of directors thereof, at
the time as of which any determination is being made, are owned by another
entity, either directly or indirectly, and (ii) any joint venture, general or
limited partnership, limited liability company or other legal entity in which an
entity is the record or beneficial owner, directly or indirectly, of a majority
of the voting interests or the general partner.

"Term" shall have the meaning set forth in Section 10.1 of the Agreement.
 ----

"Territory" shall mean the United States.
 ---------

"Third Party" shall mean any Person who is not an Affiliate of either Party,
 -----------
including any Group, other than a Group which includes a Party or any of its
Affiliates as members.

"Third Party Passthrough" shall have the meaning set forth in Section 3.1(c) of
 -----------------------
the Agreement.

"TiVo" shall have the meaning set forth the first paragraph of the Agreement.
 ----

"TiVo Data" shall have the meaning set forth in Section 6.1 of the Agreement.
 ---------

"TiVo IP" shall have the meaning set forth in Section 3.2 of Schedule 4.
 -------

"TiVo Marks" shall have the meaning set forth in Section 2.1 of Schedule 4.
 ----------

[*].

[*].

"TiVo Platform" shall mean the combination of the TiVo Software Series 2 and the
 -------------
associated hardware and any subsequently released generations of such TiVo
Software or hardware.

"TiVo Software" shall mean any system and operating software of TiVo operating
 -------------
on the TiVo Platform that enables the personal video recording functionality or
that enables the interface between the TiVo Platform and other software
applications.

"Transfer" shall mean, directly or indirectly, to sell, transfer, assign,
 --------
pledge, encumber, hypothecate or similarly dispose of, either voluntarily or
involuntarily, or to enter into any contract with respect to the sale, transfer,
assignment, pledge, encumbrance, hypothecation or similar disposition of, any
Equity Securities beneficially owned by a Person.

"Unauthorized Code" shall mean (i) any virus, Trojan horse, worm, or other
 -----------------
software routines designed to permit unauthorized access, or to disable, erase,
modify, deactivate or otherwise harm software, hardware, or data or (ii) any
back door, time bomb, drop dead device, protect codes, data destruct keys, or
other software routines designed to disable a computer program automatically
with the passage of time; provided, however, that "Unauthorized Code" shall not
include any software routines designed to permit TiVo, AOL or an End User to
obtain access to or to disable the AOL TV Application or Mercury Application for
purposes such as maintenance or technical support, or as part of the ordinary
operation of the AOL TV Application or Mercury Application.


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                                      1-5

<PAGE>

                                       [*]


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                                       2-1

<PAGE>

                                      [*]


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                                       3-1

<PAGE>

                                       [*]

1    Licenses.

     1.1  AOL License Grant. AOL hereby grants to TiVo a non-exclusive license,
          -----------------
          solely for the purposes of this Agreement, (i) to use and reproduce
          the AOL Materials only as necessary in order to perform the
          Development Activities (and to sublicense such limited right to the
          Browser Software supplier as necessary to fulfill TiVo's obligations
          hereunder) and distribution obligations set forth in Section 7.3, and
          (ii) to use, demonstrate, test, display, perform, market, distribute
          and promote the AOL Materials, as incorporated in the AOL TV
          Application or Mercury Application, and Subscriber Documentation in
          accordance with Section 7 of the Agreement. TiVo may sublicense
          (through multiple tiers) the license rights granted in clauses (i) and
          (ii) of the preceding sentence to third parties as necessary to carry
          out the purposes of this Agreement, including without limitation the
          manufacture, reproduction, distribution, and licensing of the TiVo
          Platform with the AOL TV Application, provided however that TiVo shall
          bear full responsibility for any breach of the applicable license
          terms, use restrictions and nondisclosure provisions from the actions
          of any TiVo sublicensees (specifically excluding End Users and other
          third parties receiving license rights directly from AOL). AOL hereby
          grants to TiVo a non-exclusive license, to the extent AOL IP is
          incorporated therein, solely to demonstrate the[*]. TiVo acknowledges
          and agrees that it shall not attempt to disassemble, decompile,
          reverse engineer or otherwise access the human readable source code of
          AOL Materials provided in object code form. End Users will receive
          rights to use the AOL TV Application and the AOL TV Service by
          entering into a license agreement directly with AOL (and not by
          sublicense from or through TiVo), and such license agreements shall be
          entered into and terminated without regard to the termination or
          expiration of this Agreement.

     1.2  TiVo License Grant. TiVo hereby grants to AOL a non-exclusive license,
          ------------------
          solely for the purposes of this Agreement, (i) to use the TiVo
          Platforms provided by TiVo pursuant to Section 3.2(c)(iii) of the
          Agreement, and (ii) to use and reproduce the remote control technology
          provided by TiVo only as necessary to develop the AOL Keyboard. AOL
          acknowledges and agrees that it shall not attempt to disassemble,
          decompile, reverse engineer or otherwise access the human readable
          source code of the TiVo Platform or any remote control technology
          provided to AOL in object code form. TiVo hereby grants to AOL a
          non-exclusive license, to the extent TiVo IP is incorporated therein,
          solely to demonstrate the[*].

     1.3  Territory. The rights and licenses granted, and the obligations of the
          ---------
          Parties, under this Agreement are applicable in Territory only.

2    Trademark License.
     -----------------

     2.1  License Grant. Solely in connection with the marketing, promotion and
          -------------
          distribution obligations specified herein, TiVo shall be entitled to
          use the following trade names, trademarks and service marks of AOL:
          the "America Online(R)" brand service, "AOLTV(R)" brand service,
          "AOL(TM)" service/software, AOL's triangle logo (each, an "AOL Mark")
          (all in accordance with AOL's standard trademark usage guidelines);
          and AOL shall be entitled to use the trade names, trademarks and
          service marks of TiVo as provided to AOL by TiVo during the Term (each
          a "TiVo Mark") (all in accordance with TiVo's standard trademark usage
          guidelines) (collectively, together with the AOL Marks listed above,
          the "Marks").

     2.2  Rights. Each Party acknowledges that its utilization of the other
          ------
          Party's Marks will not create in it, nor will such Party represent
          that it has, any right, title or interest in or to such Marks other
          than the licenses expressly granted herein. Each Party agrees not to
          do anything contesting or impairing the trademark rights of the other
          Party.

     2.3  Quality Standards. Each Party agrees that the nature and quality of
          -----------------
          its products and services supplied in connection with the other
          Party's Marks shall conform to quality standards communicated in
          writing by the other Party for use of its trademarks. Each Party
          agrees to supply the other Party, upon request, with a reasonable
          number of samples of any materials publicly disseminated by such Party
          which utilize the other Party's Marks. Each Party shall comply with
          all applicable laws and regulations and obtain any required government
          approvals pertaining to use of the other Party's Marks.

     2.4  Infringement Proceedings. Each Party agrees to promptly notify the
          ------------------------
          other Party of any unauthorized


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                                       4-1

<PAGE>

          use of the other Party's Marks of which it has actual knowledge. Each
          Party shall have the sole right and discretion to bring proceedings
          alleging infringement of its Marks or unfair competition related
          thereto; provided, however, that each Party agrees to provide the
          other Party, at such other Party's expense, with its reasonable
          cooperation with respect to any such infringement proceedings arising
          out of the distribution or promotion of AOL TV-Enabled Products
          hereunder.

3    Ownership.

     3.1  Pre-Existing AOL Intellectual Property. AOL, or its applicable third
          --------------------------------------
          party licensors, shall retain all ownership and license rights in and
          to all patent, trademark, copyright, trade secret and other
          intellectual property rights in and to the AOL Materials and AOL
          Documentation and any other products or technology pre-existing as of
          the Effective Date, or developed by or for AOL outside of the scope of
          this Agreement, that are provided by AOL to TiVo for incorporation in
          the AOL TV Application or Mercury Application (collectively, "AOL
          IP"), and TiVo shall have only the limited license rights thereto as
          set forth herein. Except for the licenses granted pursuant to Sections
          1.1 and 2 of this Schedule 4, AOL does not grant or transfer any right
          in the foregoing AOL intellectual property to TiVo.

     3.2  Pre-Existing TiVo Intellectual Property. TiVo, or its applicable third
          ---------------------------------------
          party licensors, shall retain all ownership and license rights in and
          to all patent, trademark, copyright, trade secret and other
          intellectual property rights in and to the TiVo Software and TiVo
          Platform and any other products or technology pre-existing as of the
          Effective Date, or developed by or for TiVo outside of the scope of
          this Agreement, that are incorporated in the AOL TV Application or
          Mercury Application (collectively, "TiVo IP"). Except for the licenses
          granted pursuant to Sections 1.2 and 2 of this Schedule 4, TiVo does
          not grant or transfer any right in the foregoing TiVo intellectual
          property to AOL.

     3.3  Developed Intellectual Property.
          -------------------------------

          (a)  As related to the AOL TV Application, AOL shall own all rights in
               and to all patent, trademark, copyright, trade secret and other
               intellectual property rights in and to the components specified
               as AOL Owned in Schedule 8; TiVo shall own all rights in and to
               all patent, trademark, copyright, trade secret and other
               intellectual property rights in and to the components specified
               as TiVo Owned in Schedule 8; and the Parties shall jointly own
               (with no duty of accounting) all rights in and to all trademark,
               copyright, trade secret and other intellectual property rights
               (excepting patent rights which shall be governed by Section
               3.3(d) of this Schedule 4) in and to the components specified as
               Jointly Owned in Schedule 8. Each Party agrees to execute any
               documents and take any other steps necessary or helpful to
               effectuate the ownership provisions of this Section 3.3.

          (b)  As related to the Mercury Application, AOL shall own all rights
               in and to all patent, trademark, copyright, trade secret and
               other intellectual property rights in and to the components
               specified as AOL Owned in Schedule 8; TiVo shall own all rights
               in and to all patent, trademark, copyright, trade secret and
               other intellectual property rights in and to the components
               specified as TiVo Owned in Schedule 8; and the Parties shall
               jointly own (with no duty of accounting) all rights in and to all
               trademark, copyright, trade secret and other intellectual
               property rights (excepting patent rights which shall be governed
               by Section 3.3(d) of this Schedule 4) in and to the components
               specified as Jointly Owned in Schedule 8. Each Party agrees to
               execute any documents and take any other steps necessary or
               helpful to effectuate the ownership provisions of this Section
               3.3. Notwithstanding the foregoing, TiVo agrees that for a period
               of [*]from the date of AOL's acceptance of the Mercury
               Application[*], TiVo shall [*]other than [*]and the [*];
               provided, however, that in the event AOL does not deploy the
               Mercury Application within [*]days of the date of acceptance, the
               foregoing [*]shall be [*], and if AOL does not deploy the Mercury
               Application within [*]days the foregoing[*]shall immediately[*].
               As used herein, [*]shall mean [*]delivering [*]to service
               populations.

          (c)  As related to the[*], and except for (i) any AOL IP or TiVo IP
               incorporated therein and (ii) works created by [*]at AOL's
               request (which shall be AOL-owned unless created jointly with
               TiVo), the Parties shall jointly own all right, title and
               interest in and to all components of the [*]created by TiVo
               pursuant to this Agreement (including works jointly created by
               TiVo and [*]at AOL's request), and all intellectual property
               rights (excepting patent rights which shall be governed by
               Section 3.3(e) of this


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                                      4-2

<PAGE>

               Schedule 4) therein, without any duty of accounting. Each Party
               agrees to execute any documents and take any other steps
               necessary or helpful to effectuate the ownership provisions of
               this Section 3.3.

          (d)  [*]Notwithstanding anything to the contrary contained herein, AOL
               shall have [*], with respect to any works identified within
               Section 3.3(a) and Section 3.3(b) of this Schedule 4 or Schedule
               8 (with respect to the AOLTV Application or the Mercury
               Application) as "jointly owned[*], to[*] at its sole expense, and
               all right, title and interest in and [*]or[*] (as the case may
               be) and [*]thereon shall be [*]by AOL. For purposes of this
               Section 3.3(d), [*]arising out of the [*]shall include any [*]and
               any other[*]to same, including any foreign or domestic
               counterparts, [*],[*],[*],[*], [*],[*], and [*]thereof, and
               any[*] resulting from any of the foregoing in any [*] (herein,
               the [*]). AOL hereby [*]to TiVo a [*]in and to any such[*]product
               or service[*], and to otherwise exploit in any manner[*]. TiVo
               may[*]) to the [*]provided that any such[*] is restricted to
               using the [*]in conjunction with, or as embodied within, other
               [*]offered or provided by TiVo or its Affiliates. The [*]in this
               Section 3.3(d) shall be [*]to (i) any[*], (ii) to a[*], (iii) to
               a [*]that utilizes the [*]in the event of a[*], or (iv) to any
               [*]. Further, to the extent AOL enforces such [*]the [*]to a
               third party on a [*] (i.e., excluding [*]arrangements under which
               AOL does not receive[*]and only after [*]associated with
               obtaining any such [*]and any such enforcement, TiVo shall be
               entitled to [*]of any [*]which [*]from, and are reasonably
               attributable to, the [*]on a [*]. In accordance with the
               provisions of[*]) of the Agreement, AOL shall [*]to TiVo on all
               such[*], and associated[*], and shall [*]on a[*] basis (but in no
               event longer than [*]days from the first [*]). TiVo shall have
               the right to [*]related to AOL's [*]in accordance with the
               provisions of [*]of the Agreement. Notwithstanding the foregoing,
               [*]shall have the right to request in writing [*]to[*]
               (including, without limitation, [*]) with respect to any element
               of the[*], and if, after a reasonable period of time for
               investigation of such[*],[*]to do so, TiVo shall have the right
               to [*]with such element of the[*], and if TiVo [*]such[*], such
               element of the[*]shall be deemed [*]. Each Party agrees to [*]and
               take any other steps necessary or helpful to [*]the[*]of this
               Section 3.3.

          (e)  TiVo Patent Rights. Notwithstanding anything to the contrary
               ------------------
               contained herein, TiVo shall have [*]right, with respect to any
               works identified within Section 3.3(c) of this Schedule 4 as
               "jointly owned" [*]to [*]at its sole expense, and all right,
               title and interest in and [*] (as the case may be) and [*]thereon
               shall be [*]by TiVo. For purposes of this Section 3.3(e),
               [*]arising out of the [*]shall include any [*]and any other [*]to
               same, including any foreign or domestic counterparts, [*]and
               [*]thereof, and any patents resulting from any of the foregoing
               in any [*] (herein, the [*]). TiVo hereby [*]to AOL a [*]in and
               to such [*]product or service [*]to [*] and to otherwise exploit
               in any manner [*]. AOL may [*]to the [*]provided that any such
               [*]is restricted to using the [*]in conjunction with, or as
               embodied within, other [*]offered or provided by AOL or its
               Affiliates. The [*]in this Section 3.3(d) shall be [*]to (i) any
               [*], (ii) to a [*] (iii) to a [*]that utilizes the [*]in the
               event of a [*], or (iv) to [*]. Further, to the extent TiVo
               enforces such [*]the [*]to a third party on a [*] (i.e.,
               excluding [*]arrangements under which TiVo does not receive [*]),
               and only after [*]associated with obtaining any such [*]and any
               such enforcement, AOL shall be entitled to [*]of any [*]which
               [*]from, and are reasonably attributable to, the [*]on a [*]. In
               accordance with the provisions of [*]of the Agreement, TiVo shall
               [*]to AOL on all such [*], and associated [*], and shall [*]on a
               [*]basis (but in no event longer than [*]from the first date
               [*].) AOL shall have the right to [*]related to TiVo's [*]in
               accordance with the provisions of [*]of the Agreement.
               Notwithstanding the foregoing, [*]shall have the right to request
               in writing [*]to [*](including, without limitation, [*]) with
               respect to any element of the [*], and if, after a reasonable
               period of time for investigation of such [*]to do so, AOL shall
               have the right to [*]with such element of the [*], and if AOL
               [*]such [*]such element of the [*]shall be deemed [*]. Each Party
               agrees to [*]and take any other steps necessary or helpful to
               [*]the [*]of this Section 3.3.

     3.4  [*]. Except as otherwise set forth in [*]and excluding any [*]or
          [*]incorporated therein, the [*]in the [*] (specifically excluding
          [*]of either Party contained therein) and any other [*]pre-existing as
          of the [*], that was [*]by the Parties under the [*], shall continue
          to be [*]by the Parties, without any [*]. Each Party agrees to [*]and
          take any other steps necessary or helpful to [*]of this Section 3.4.

4    Confidentiality.

     4.1  Definition. "Confidential Information" means any confidential and
          ----------
          proprietary information of, or in possession of, either Party,
          including, without limitation, information relating to either Party's
          product and service plans, trade secrets, inventions, data, designs,
          reports, analyses, costs, prices and names, customer lists, finances,
          marketing plans, business opportunities, personnel, research and
          development, and know-how exchanged hereunder


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                                      4-3

<PAGE>

          or under the Original Agreement. The disclosing Party will mark all
          Confidential Information in tangible form as "confidential" or
          "proprietary" or with a similar legend. The disclosing Party will
          identify all Confidential Information disclosed orally as confidential
          at the time of disclosure and provide to the receiving Party a written
          summary of such Confidential Information within thirty (30) days after
          such disclosure. "Confidential Information" shall not, however,
          include information that: (i) is or becomes generally known or
          available by publication, commercial use or otherwise through no fault
          of the receiving Party; (ii) is known by the receiving Party at the
          time of disclosure and is not subject to restriction; (iii) is
          independently developed by the receiving Party; (iv) is lawfully
          obtained from a third party that rightfully makes such disclosure
          without breach of a duty of confidentiality; or (v) is made generally
          available by the disclosing Party without restriction on disclosure.
          Notwithstanding anything to the contrary, "Confidential Information"
          of a Party shall at all times remain the property of such Party.

     4.2  Treatment of Confidential Information. TiVo and AOL recognize that, in
          -------------------------------------
          connection with the performance of this Agreement, each of them may
          disclose to the other its Confidential Information, or each may obtain
          Confidential Information of the other through performance under this
          Agreement (including Confidential Information of a Party that is
          developed by the other Party). Except as permitted in connection with
          the license rights granted pursuant to this Agreement, a Party who
          obtains any Confidential Information of the other agrees (i) to
          maintain the confidential status of such Confidential Information,
          (ii) not to use any such Confidential Information for any purpose
          other than the purpose for which it was originally disclosed to the
          receiving Party (which purpose, unless otherwise specified, shall be
          to develop, market, sell and maintain the Integrated Product), and
          (iii) to disclose such Confidential Information only to those of its
          employees having a need to know such information, and not to disclose
          any of such Confidential Information to any third party other than
          consultants, contractors and advisors having a need to know such
          information and under a written obligation (A) to keep such
          information confidential and (B) to use such information only for the
          purposes set forth above.

     4.3  Required Disclosure. The Parties acknowledge that each may be required
          -------------------
          by law or order of a court or other governmental authority to disclose
          the other's Confidential Information, and that each shall endeavor in
          a commercially reasonable manner to stop or limit such disclosure and
          afford the other the opportunity to do so. Each Party shall
          immediately give the other Party written notice of any anticipated
          disclosure pursuant to this Section 4.3 and will provide reasonable
          assistance to the other Party, at the other Party's expense, in
          resisting such disclosure.

     4.4  Third Party Confidential Information. Any confidential information of
          ------------------------------------
          a third party disclosed by a Party to the other in accordance with the
          marking requirements of Section 4.1 of this Schedule 4 shall be
          considered Confidential Information hereunder and shall be subject to
          such additional restrictions as may be imposed by such third party on
          the discloser and communicated in writing by the discloser to the
          recipient.

     4.5  Injunctive Relief. Each Party agrees that if a court of competent
          -----------------
          jurisdiction determines that one Party has breached, or attempted or
          threatened to breach, any of its confidentiality obligations to the
          other Party or its proprietary rights, such other Party will be
          entitled to seek appropriate injunctive relief and other measures
          restraining further attempted or threatened breaches of such
          obligations.

     4.6  Independent Activities. Nothing in this Agreement and the terms of
          ----------------------
          confidentiality hereunder will be construed as a representation or
          agreement to restrict reassignment of either Party's employees, or in
          any manner to affect or limit either Party's present and future
          business activities of any nature, including business activities which
          could be competitive with the disclosing Party, so long as the
          receiving Party does not breach the restrictions on use and disclosure
          of Confidential Information as set forth herein. Each Party shall be
          free to use any residuals resulting from access to or work with
          Confidential Information, subject to any valid patents, copyrights,
          and mask work rights of the other Party. The term "residuals" means
          information in non-tangible form, which may be retained by persons in
          their unaided memory who had access to such Confidential Information,
          including, without limitation, ideas, concepts, know-how techniques
          contained therein. A person's memory is considered unaided if such
          person has not intentionally memorized the Confidential Information
          for the purpose of retaining and subsequently using or disclosing it
          in violation of this Agreement.

     4.7  Third Party Confidentiality. TiVo agrees and acknowledges that to the
          ---------------------------
          extent the standard




                                      4-4

<PAGE>

          confidentiality agreement it enters into with [*]and/or [*]subsequent
          to the Effective Date conflicts with the provisions of this Section 4,
          with respect to any [*]or[*]Confidential Information, the provisions
          of the subsequently executed confidentiality agreement shall govern
          TiVo's obligations to AOL with respect to such[*]Confidential
          Information.

5    General Representations, Warranties and Acknowledgements.

     5.1  Performance of AOL TV Application and Mercury Application. TiVo
          ---------------------------------------------------------
          warrants to AOL that for a period of[*] days after the date of AOL's
          acceptance of the AOL TV Application or Mercury Application,
          respectively (the "Warranty Period"), the Deliverable, when used as
          permitted under this Agreement and in accordance with the TiVo
          Documentation shall substantially conform to the Specifications,
          except to the extent that any nonconformity is caused by a failure of
          the AOL Materials or AOL TV Service to conform with the
          Specifications. TiVo does not warrant that the AOL TV Application or
          Mercury Application will be error free or operate uninterrupted. If
          the AOL TV Application or Mercury Application fails to substantially
          conform to the Specifications, AOL shall provide TiVo a statement
          identifying any failure in sufficient detail for TiVo to recreate such
          non-compliance. TiVo will, at its own expense and as its sole
          obligation and AOL's sole remedy for any breach of this warranty,
          correct or obtain a correction for any reproducible failure of the AOL
          TV Application or Mercury Application to comply with the foregoing
          warranty that is reported to TiVo during the Warranty Period.

     5.2  No Unauthorized Code in Applications. TiVo warrants that, to the best
          ------------------------------------
          of its knowledge, the AOL TV Application and Mercury Application as
          delivered to AOL will not contain any Unauthorized Code; provided that
          the AOL Toolkit and AOL Materials as delivered to TiVo, does not
          contain any Unauthorized Code. Using a current version of a reputable
          "antivirus" program, TiVo shall test the AOL TV Application and
          Mercury Application for Unauthorized Code. AOL acknowledges that not
          all Unauthorized Code can be detected by such programs and, therefore,
          TiVo does not represent or warrant that the AOL TV Application or
          Mercury Application will be free of Unauthorized Code. TiVo's sole
          obligation if TiVo's screening procedures detect Unauthorized Code on
          the AOL TV Application and Mercury Application, or if AOL is otherwise
          able to demonstrate that the AOL TV Application or Mercury Application
          when supplied by TiVo is the source of Unauthorized Code, will be to
          use commercially reasonable efforts to deliver a replacement version
          of the AOL TV Application or Mercury Application free of the
          identified Unauthorized Code, at no charge to AOL.

     5.3  No Unauthorized Code in AOL Materials. AOL represents and warrants
          -------------------------------------
          that, to the best of its knowledge, the AOL Toolkit and AOL Materials,
          as delivered, will not contain any Unauthorized Code. Using a current
          version of a reputable "antivirus" program, AOL shall test the AOL TV
          Software for Unauthorized Code. TiVo acknowledges that not all
          Unauthorized Code can be detected by such programs and, therefore, AOL
          does not represent or warrant that the AOL Toolkit and AOL Materials
          will be free of Unauthorized Code. AOL's sole obligation if AOL's
          screening procedures detect Unauthorized Code on the AOL Toolkit and
          AOL Materials, or if TiVo is otherwise able to demonstrate that the
          AOL Toolkit or AOL Materials when supplied by AOL is the source of
          Unauthorized Code, will be to use commercially reasonable efforts to
          deliver a replacement version of the AOL Toolkit or AOL Materials free
          of the identified Unauthorized Code, at no charge to TiVo.

     5.4  Additional Representations of TiVo.
          ----------------------------------

          (a)  No Liens. TiVo represents and warrants that the test units
               --------
               provided by TiVo to AOL pursuant to Section 3.2(c)(iii) of the
               Agreement, and paid for by AOL, shall be provided to AOL free and
               clear of any liens, imperfections in title, claims, charges,
               damages, security interests, restrictions or other encumbrances.

          (b)  No Infringement. TiVo represents and warrants that the
               ---------------
               Deliverables (except to the extent they contain AOL Materials) to
               the best of its knowledge shall not willfully infringe any patent
               right, existing in the United States.

     5.5  Acknowledgment.
          --------------

          TiVo hereby acknowledges and agrees that (i) nothing contained in this
          Agreement shall be construed to obligate or require AOL to provide or
          continue to provide the AOL TV Service during the Term and (ii) AOL
          shall be entitled to deliver the


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                                      4-5

<PAGE>

          AOL TV Service, or any part thereof, to End Users through the AOL
          Network, as determined by AOL in its sole and absolute discretion.

6    Right of Access.

     6.1  Access by AOL. TiVo shall permit AOL reasonable access to TiVo's
          -------------
          premises for the purposes of inspecting the AOL TV Application and
          Mercury Application and determining TiVo's compliance with the terms
          of this Agreement. When on TiVo's premises, AOL shall comply with
          TiVo's security and other plant rules that have been provided to AOL
          in writing and shall comply with any applicable governmental laws and
          regulations. In the event that any deficiency is found with respect to
          the AOL TV Application, Mercury Application, or TiVo's compliance with
          this Agreement, the Parties agree to negotiate in good faith
          appropriate means for remedying such deficiency. Except as permitted
          hereunder, AOL shall not access or attempt to access, and shall
          reasonably cooperate with TiVo, at TiVo's request and sole expense, in
          the investigation of any apparent unauthorized access to, any computer
          system, electronic file, software or electronic services of TiVo in
          which AOL or AOL employees are involved. All user identification
          numbers and passwords disclosed to a Party and any information
          obtained by that Party as a result of its access to and use of the
          computer and electronic data storage systems of the other Party shall
          be deemed to be, and shall be treated as, Confidential Information of
          such other Party.

     6.2  Access by TiVo. AOL may in its sole discretion permit TiVo access to
          --------------
          its premises or to any of its computer or electronic data storage
          systems. When on the premises of AOL, TiVo shall comply with AOL's
          security and other plant rules that have been provided to TiVo in
          writing and shall comply with any applicable governmental laws and
          regulations. TiVo shall limit such access and use to that necessary to
          perform work within the scope of this Agreement. TiVo shall not
          otherwise access or attempt to access, and shall reasonably cooperate
          with AOL at AOL's request and sole expense in the investigation of any
          apparent unauthorized access to any computer system, electronic file,
          software or electronic services of AOL in which TiVo or TiVo's
          employees are involved. All user identification numbers and passwords
          disclosed to TiVo and any information obtained by TiVo as a result of
          TiVo's access to and use of the computer and electronic data storage
          systems of AOL shall be deemed to be, and shall be treated as,
          Confidential Information of AOL.

7    Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5 OF THIS SCHEDULE 4,
     NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY,
     REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
     WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE
     AND NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING
     OR COURSE OF PERFORMANCE.

8    Indemnification.

     8.1  Employee Indemnification. Each Party (the "Indemnifying Party") will
          ------------------------
          defend at its expense any suit brought against the other Party and the
          officers, directors, agents, and employees of such other Party (the
          "Indemnified Party"), relating to or resulting from personal injury,
          death, or loss of or damage to tangible property in connection with
          negligent, reckless or otherwise wrongful acts or omissions, including
          theft, by the Indemnifying Party, its employees, agents or
          subcontractors; and by employees of the Indemnifying Party under
          worker's compensation, or similar employer-employee liability acts,
          against the Indemnified Party.

     8.2  Intellectual Property Infringement Indemnification.
          --------------------------------------------------

          (a)  In addition to the indemnification obligations set forth in
               Section 8.1, each the Indemnifying Party will defend at its
               expense any suit brought against the other Indemnified Party and
               will pay all damages finally awarded in such suit insofar as such
               suit is based on a claim that the Indemnifying Party's Components
               infringes any United States patent or copyright, or violates any
               trade secret right, subject to the Indemnified Party's
               obligations in Section 8.3. If AOL is the Indemnifying Party, the
               "Components" shall be defined as the AOL Materials and AOL Marks.
               If TiVo is the Indemnifying Party, the "Components" shall be
               defined as the AOL TV Application (specifically excluding any AOL
               Components therein), the Mercury Application (specifically
               excluding any AOL Components therein), the TiVo Platform, and the
               TiVo Marks. Notwithstanding the foregoing, neither Party shall be
               obligated to indemnify the other Party for infringement claims
               solely to the


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                                      4-6

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               extent based on or arising from compliance with the
               Specifications, if such claim would not have arisen except for
               such compliance. For avoidance of doubt, TiVo shall be
               responsible for infringement claims based on TiVo's
               implementation of such Specifications if alternate non-infringing
               implementations were available. In addition, TiVo shall defend at
               its expense any suit brought against AOL and will pay all damages
               finally awarded in such suit insofar as such suit is based on the
               claim that TiVo's manufacturing of an AOLTV-Enabled Product
               (specifically excluding any AOL Components therein) infringes any
               patent or copyright, or violates any trade secret right, subject
               to the Indemnified Party's obligations in Section 8.3. In
               addition, AOL shall defend at its expense any suit brought
               against TiVo and will pay all damages finally awarded in such
               suit insofar as such suit is based on the claim that AOL's grant
               of any Third Party Passthrough exceeds the scope of rights
               granted to AOL by such third party, subject to the Indemnified
               Party's obligations in Section 8.3.

          (b)  In the event that the Indemnifying Party's Component is held in
               any suit to infringe and the right to reproduce, use, or
               distribute such materials is enjoined, or in the Indemnifying
               Party's opinion is likely to become the subject of a claim, the
               Indemnifying Party at its own election and expense will either
               (i) procure for the Indemnified Party the right to continue using
               such Component, (ii) replace the Component with a functionally
               equivalent non-infringing product, (iii) modify or replace such
               Component, or (iv) if none of the foregoing options can be
               obtained using commercially reasonable efforts and on
               commercially reasonable terms, require return of the Component
               and terminate any licenses granted to the Indemnified Party
               and/or the End User with respect thereto, in which case the
               Indemnified Party may terminate this Agreement without cost or
               penalty, provided, however, in the event AOL is the Indemnified
               Party terminating this Agreement, TiVo shall refund to AOL an
               amount equal to [*]depreciated on a straight line basis over [*]
               years.

          (c)  Notwithstanding the foregoing, the Indemnifying Party shall have
               no liability for any infringement arising from: (i) use of the
               Components in combination with other items, unless the
               Indemnifying Party provided, required the use of, or specifically
               recommended or approved such items as a combination, or unless
               such specific combination would be necessary for use in the
               normal course of events in connection with the use of the AOL
               TV-Enabled Product, (ii) modification of the Components after
               delivery, unless the Indemnifying Party made, required,
               specifically recommended, or approved such modification, to the
               extent such infringement is caused by such modification, (iii)
               any use of the Components not in accordance with this Agreement,
               for purposes not intended by the Indemnifying Party or after the
               Indemnifying Party gave the Indemnified Party written notice that
               such Component was potentially infringing and elected one of the
               options set forth in this Section 8.2(a), or (iv) any use of any
               release of an Component other than the most current release made
               available to the Indemnified Party, provided that the Indemnified
               Party has been notified of the need to upgrade to the most
               current release in order to avoid a possible proprietary rights
               infringement and has had a reasonable opportunity to upgrade to
               such release.

     8.3  Defense and Settlement. If any claim covered by Section 8.1 or 8.2 of
          ----------------------
          this Schedule 4 is asserted by a third party against the Indemnified
          Party, and the Indemnifying Party is notified promptly of such claim
          or is not prejudiced by any delay in notice, then: (a) the
          Indemnifying Party shall assume, at its cost and expense, the sole
          defense of such claim through counsel selected by the Indemnifying
          Party and reasonably acceptable to the indemnified parties, except
          that the Indemnified parties may at their option and expense select
          and be represented by separate counsel; (b) the Indemnifying Party
          shall maintain control of such defense and have the sole right, at its
          option, to settle any such claim; provided that any settlement shall
          provide a full release of the indemnified party; (c) Indemnified
          parties may, at their option and expense, participate in such defense,
          and if they so participate, the Indemnifying Party and the Indemnified
          Party shall cooperate with one another in such defense; and (d) the
          Indemnifying Party shall bear the total costs of any court award or
          settlement of such claim and all other costs, fees and expenses
          related to the resolution thereof. THIS SECTION 8 STATES EACH PARTY'S
          ENTIRE LIABILITY AND SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS AND
          ACTIONS SET FORTH IN SECTION 8.1 AND ANY OTHER CLAIMS OR ACTIONS FOR
          INFRINGEMENT.

9    Insurance.

     9.1  Required Limits. TiVo shall maintain during the Term of this Agreement
          ---------------
          all insurance and/or bonds required by law or this Agreement,
          including without limitation:





                                      4-7

<PAGE>

          (a)  Workers' Compensation and/or other similar insurance coverage
               with (i) statutory limits of coverage as prescribed by the law of
               the state in which TiVo's obligations under this Agreement are
               performed or the Deliverables are delivered; and (ii) although
               not required by statute, coverage for any TiVo employee entering
               onto AOL's or any other AOL's premises;

          (b)  Employer's Liability insurance with limits of at least[*];

          (c)  Commercial General Liability insurance, including contractual
               liability, with combined single limits for each occurrence of at
               least [*]for bodily injury, including death, and property damage;
               provided that such insurance can come into effect after
               application of a self-insurance program of no more than[*];

          (d)  Products Liability and Products-Completed Operations insurance
               with a limit of not less than [*]; provided that such insurance
               can come into effect after application of a self-insurance
               program of no more than[*];

          (e)  Umbrella/Excess Liability Insurance with umbrella/excess
               liability insurance limits of [*]over all other lines of
               insurance;

          (f)  If the use of motor vehicles is required, Commercial Automobile
               Liability insurance (including hired and non-owned coverage) with
               combined single limits for each occurrence of at least [*]for
               bodily injury, including death, and property damage; and

          (g)  Director and Officer Liability insurance of[*].

     9.2  Coverage for AOL and the Other Entities. TiVo shall cause AOL to be
          ---------------------------------------
          named as an additional insured entity under General Liability and
          Umbrella/Excess Liability Insurance as required by Section 9.1 of this
          Schedule 4 (except Workers' Compensation), and coverage for AOL under
          such policies shall be primary. Such policies shall state that AOL is
          to be notified in writing at least thirty (30) days prior to
          cancellation of, termination of, or any reduction of coverage in each
          policy; except that in the event of termination for non-payment of
          premium, such policies provide for termination upon ten (10) days
          written notice. TiVo shall [*]of each policy prior to performance
          hereunder and[*]upon the renewal of each coverage required herein
          during the term of this Agreement. TiVo shall provide information
          concerning the extent and limits of TiVo's insurance coverage upon
          request of AOL. TiVo's purchase of insurance shall not, in any way,
          limit TiVo's liability under this Agreement.

     9.3  Agents and Subcontractors. Prior to TiVo requiring any agent and/or
          -------------------------
          subcontractor to enter upon AOL's premises for performance of TiVo's
          obligations under this Agreement, TiVo shall require such agent or
          subcontractor to maintain the insurance coverage required by Section
          9.1 of this Schedule 4, and [*]of insurance or adequate proof of such
          insurance upon request.

     9.4  Insurers. All policies required by Section 9.1 of this Schedule 4
          --------
          shall be maintained with insurers with a minimum of A.M. Best's rating
          of A-VII.

10   Subcontractors.

     10.1 Subcontractors. No provisions of this Agreement or of any agreement
          --------------
          between a Party and any subcontractor shall be construed as an
          agreement between the other Party and such subcontractor. Each Party
          shall be as fully responsible to the other Party for the acts and
          omissions of any of such Party's subcontractors or of any other
          contractors engaged by the subcontractor as such Party is for the acts
          and omissions of such Party's own employees. Notwithstanding anything
          contained herein, and subject to the confidentiality and ownership
          provisions herein, each Party shall have the right to contract with
          third parties for engineering, installation or maintenance or any
          other services specified as such Party's responsibilities under this
          Agreement, provided, however, that if TiVo wishes to engage the third
          party subcontracting services of a firm or entity for a substantial
          portion of the development work set forth herein, [*].

11.  Limitation of Liability. EXCEPT IN THE EVENT OF A BREACH OF THE
     CONFIDENTIALITY PROVISIONS CONTAINED HEREIN, NEITHER PARTY SHALL BE LIABLE
     TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
     EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY
     OF SUCH DAMAGES), ARISING FROM BREACH OF THE


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                                      4-8

<PAGE>

AGREEMENT (EXCEPT IN THE EVENT OF A BREACH OF THIS AGREEMENT INVOLVING FRAUD,
WILLFUL MISCONDUCT OR THE GROSS NEGLIGENCE OF EITHER PARTY), THE SALE OF THE AOL
TV-ENABLED PRODUCT, THE USE OR INABILITY TO USE THE AOL SERVICE OR THE TIVO
SERVICE, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT
LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS
(COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY WILL REMAIN
LIABLE TO THE OTHER PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A
THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 8 OF THIS
SCHEDULE 4. Except for [*]to [*]or [*]and for [*], each Party's liability to the
other arising out of this Agreement will be limited to [*]. These limitations
will apply notwithstanding any failure of essential purpose of any limited
remedy. The Parties acknowledge that the fees payable hereunder reflect the
allocation of risk set forth in this agreement and that neither Party would
enter into this Agreement without these limitations on its liability.

12   Assignment. The rights and liabilities of the Parties hereto will bind and
     inure to the benefit of their respective permitted successors; provided,
     however, that neither Party may assign its rights hereunder, either in
     whole or in part, without the prior written consent of the other. Any
     attempted assignment in violation of the provisions of this Section 12
     shall be void. Notwithstanding the foregoing, without securing such prior
     consent, AOL shall have the right to assign this entire Agreement and all
     of its rights and obligations hereunder to (i) an Affiliate of AOL, (ii)
     any successor of AOL by way of merger, consolidation or the acquisition of
     substantially all of the business and assets of AOL or (iii) any successor
     to all of the assets of AOL relating to the AOL TV Service (an "AOL TV
     Service Successor"), provided that a party shall not be deemed an AOL TV
     Service Successor if such party does not (i) possess all necessary rights
     to use the AOL TV Marks in connection with the AOL TV Service, and (ii)
     actually use the AOL TV Marks, without modification or combination with
     other trademarks, trade names or logos, in its operation of the AOL TV
     Service business. If at any time an AOL TV Service Successor ceases to meet
     one or more of the requirements set forth in clauses (i) through (ii)
     above, TiVo may terminate this Agreement immediately without cost or
     penalty.

13   Force Majeure. Neither Party shall be deemed in default of this Agreement
     to the extent that performance of its obligations or attempts to cure any
     breach are delayed or prevented by reason of any fire, flood, explosion,
     war, strikes, threatened strikes, stoppage of work, slowdowns, picketing,
     boycotts, embargoes, requirements imposed by governmental regulations,
     civil or military authorities, acts of God, or other causes that are beyond
     the control and without the fault or negligence of the entity unable to
     perform ("Force Majeure Event") provided that such Party gives the other
     Party written notice thereof promptly and, in any event, within fifteen
     (15) days of discovery thereof and uses its commercially reasonable efforts
     to cure any such breach. The failure of a supplier or subcontractor of
     either Party to perform under its agreement with such Party shall not
     constitute a Force Majeure Event, unless such supplier or subcontractor's
     failure to perform is caused by a Force Majeure Event and a reasonable
     alternate supplier of subcontractor is not available. In the event of any
     Force Majeure Event, the time for performance or cure shall be extended for
     a reasonable period of time to allow the Party to secure performance
     through alternate means on commercially reasonable terms and conditions. If
     any Force Majeure Event prevents a Party from performing for a period of
     more than six (6) months, the other Party may terminate this Agreement
     without cost or penalty upon notice to the nonperforming Party.

14   Member Information. Each Party shall use commercially reasonable efforts to
     ensure that its collection, use and disclosure of information obtained from
     End Users under this Agreement complies with (i) all applicable laws and
     regulations and (ii) such Party's own standard privacy policies. Neither
     Party will disclose any End User information collected hereunder to any
     third party in a manner that identifies the End Users as end users of a
     product or service of the other Party (except to subcontractors having a
     need to know such information to perform its obligations for a Party as
     described in Section 10.1 who have agreed in writing to restrictions at
     least as stringent as those


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                                      4-9

<PAGE>

contained herein) or use End User information collected under this Agreement to
market another (a) Interactive Service in the case of TiVo or (b) any service
similar to the TiVo Service (other than the AOL TV Service) in the case of AOL.

15   Relationship of Parties. The Parties are and shall be independent
     contractors. Neither Party, its employees, consultants, or agents shall be
     deemed under this Agreement to be the agents, employees, partners or joint
     venturers of the other, nor does either Party have any authority to enter
     into any obligation on behalf of the other. Neither Party shall make any
     express or implied representations to any third party to the contrary. Each
     Party and all of its subcontractors shall be solely responsible for
     compliance with all rules, laws, and regulations relating to the
     individuals whom they employ. Neither Party nor its Affiliates undertake by
     this Agreement or otherwise to perform or discharge any liability or
     obligation of the other Party, whether regulatory or contractual, or to
     assume any responsibility whatsoever for the conduct of the business or
     operations of the other Party.

16   Management Committee/Arbitration.

     16.1 Management Committee. The Parties will act in good faith and use
          --------------------
          commercially reasonable efforts to promptly resolve any claim,
          dispute, controversy or disagreement (each a "Dispute") between the
          Parties or any of their respective subsidiaries, Affiliates,
          successors and assigns under or related to this Agreement or any
          document executed pursuant to this Agreement. If the Parties cannot
          resolve the Dispute, the Dispute will be submitted to the Management
          Committee for resolution. For ten (10) days following submission of
          the Dispute to the Management Committee, the Management Committee will
          have the exclusive right to resolve such Dispute; provided further
          that the Management Committee will have the final and exclusive right
          to resolve Disputes arising from any provision of the Agreement which
          expressly or implicitly provides for the Parties to reach mutual
          agreement as to certain terms. If the Management Committee is unable
          to amicably resolve the Dispute during the ten (10) day period, then
          the Management Committee will consider in good faith the possibility
          of retaining a third party mediator to facilitate resolution of the
          Dispute. In the event the Management Committee elects not to retain a
          mediator, the dispute will be subject to the resolution mechanisms
          described below. "Management Committee" will mean a committee made up
          of a senior executive from each of the Parties for the purpose of
          resolving Disputes under this Section 16 and generally overseeing the
          relationship between the Parties contemplated by this Agreement.
          Neither Party will seek, nor will be entitled to seek, binding outside
          resolution of the Dispute unless and until the Parties have been
          unable amicably to resolve the Dispute as set forth in this Section 16
          and then, only in compliance with the procedures set forth in this
          Section 16.

     16.2 Arbitration. Except for Disputes relating to issues of (i) proprietary
          -----------
          rights, including but not limited to intellectual property and
          confidentiality, and (ii) any provision of the Agreement which
          expressly or implicitly provides for the Parties to reach mutual
          agreement as to certain terms (which will be resolved by the Parties
          solely and exclusively through amicable resolution as set forth in
          Section 16.1), any Dispute not resolved by amicable resolution as set
          forth in Section 16.1 will be governed exclusively and finally by
          arbitration. Such arbitration will be conducted by the American
          Arbitration Association ("AAA") in Washington, D.C. and will be
          initiated and conducted in accordance with the Commercial Arbitration
          Rules ("Commercial Rules") of the AAA, including the AAA Supplementary
          Procedures for Large Complex Commercial Disputes ("Complex
          Procedures"), as such rules will be in effect on the date of delivery
          of a demand for arbitration ("Demand"), except to the extent that such
          rules are inconsistent with the provisions set forth herein.
          Notwithstanding the foregoing, the Parties may agree in good faith
          that the Complex Procedures will not apply in order to promote the
          efficient arbitration of Disputes where the nature of the Dispute,
          including without limitation the amount in controversy, does not
          justify the application of such procedures.

     16.3 Selection of Arbitrators. The arbitration panel will consist of three
          ------------------------
          arbitrators. Each Party will name an arbitrator within ten (10) days
          after the delivery of the Demand. The two arbitrators named by the
          Parties may have prior relationships with the naming Party, which in a
          judicial setting would be considered a conflict of interest. The third
          arbitrator, selected by the first two, should be a neutral
          participant, with no prior working relationship with either Party. If
          the two arbitrators are unable to select a third arbitrator within ten
          (10) days, a third neutral arbitrator will be appointed by the AAA
          from the panel of commercial arbitrators of any of the AAA Large and
          Complex Resolution Programs. If a vacancy in the arbitration panel
          occurs after the hearings have commenced, the remaining arbitrator or
          arbitrators may not continue


                                      4-10

<PAGE>

          with the hearing and determination of the controversy, unless the
          Parties agree otherwise.

     16.4 Governing Law. The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, and
          -------------
          not state law, will govern the arbitrability of all Disputes. The
          arbitrators will allow such discovery as is appropriate to the
          purposes of arbitration in accomplishing a fair, speedy and
          cost-effective resolution of the Disputes. The arbitrators will
          reference the Federal Rules of Civil Procedure then in effect in
          setting the scope and timing of discovery. The Federal Rules of
          Evidence will apply in toto. The arbitrators may enter a default
          decision against any Party who fails to participate in the arbitration
          proceedings.

     16.5 Arbitration Awards. The arbitrators will have the authority to award
          ------------------
          compensatory damages only and will not have the authority to grant any
          damages that are excluded by the terms and conditions of this
          Agreement. Any award by the arbitrators will be accompanied by a
          written opinion setting forth the findings of fact and conclusions of
          law relied upon in reaching the decision. The award rendered by the
          arbitrators will be final, binding and non-appealable, and judgment
          upon such award may be entered by any court of competent jurisdiction.
          The Parties agree that the existence, conduct and content of any
          arbitration will be kept confidential and no Party will disclose to
          any person any information about such arbitration, except as may be
          required by law or by any governmental authority or for financial
          reporting purposes in each Party's financial statements.

     16.6 Fees. Each Party will pay the fees of its own attorneys, expenses of
          ----
          witnesses and all other expenses and costs in connection with the
          presentation of such Party's case (collectively, "Attorneys' Fees").
          The remaining costs of the arbitration, including without limitation,
          fees of the arbitrators, costs of records or transcripts and
          administrative fees (collectively, "Arbitration Costs") will be born
          equally by the Parties. Notwithstanding the foregoing, the arbitrators
          may modify the allocation of Arbitration Costs and award Attorneys'
          Fees in those cases where fairness dictates a different allocation of
          Arbitration Costs between the Parties and an award of Attorneys' Fees
          to the prevailing Party as determined by the arbitrators.

     16.7 Non Arbitrable Disputes. Any Dispute that is not subject to final
          -----------------------
          resolution by the Management Committee or to arbitration under this
          Section 16 or by law (collectively, "Non-Arbitration Claims") will be
          brought in a court of competent jurisdiction in the Commonwealth of
          Virginia. Each Party irrevocably consents to the exclusive
          jurisdiction of the state and federal courts serving Fairfax or Loudon
          counties in the Commonwealth of Virginia, over any and all
          Non-Arbitration Claims and any and all actions to enforce such claims
          or to recover damages or other relief in connection with such claims.

17   Governing Law. The validity, construction and enforceability of this
     Agreement (including in an arbitration proceeding) will be governed in all
     respects by the law of the State of New York, without reference to its
     choice of law principles.

18   Compliance with Laws. Each Party and all persons performing work under this
     Agreement under the direction or control of such Party shall comply with
     the provisions of the Fair Labor Standards Act; the Federal Occupational
     Safety and Health Act; the Americans with Disabilities Act; the
     Communications Act of 1934, as amended, all federal, state, county and
     local rules and regulations relevant to these Acts, rules and regulations
     to the extent they are applicable to such Party's performance under this
     Agreement; and any and all other federal, state, county and local laws,
     ordinances and regulations and codes applicable to the performance of this
     Agreement.

19   Exports; Re-Exports. Each Party shall comply with all applicable laws,
     regulations, and rules relating to the export of commodities, software or
     technical data, and shall not export or re-export any commodities,
     software, technical data, any products received from the other Party, or
     direct product of such commodities, software or technical data, to any
     proscribed country, party, or entity listed in such applicable laws,
     regulations, and rules, unless properly authorized by the U.S. Government.

20   Severability. If any provision of this Agreement shall be held to be
     illegal, invalid or unenforceable, that provision of the Agreement will be
     enforced to the maximum extent permissible so as to give effect to the
     intent of the Parties, and the validity, legality and enforceability of the
     remaining terms or provisions shall not in any way be affected or impaired
     thereby. In such event, the Parties agree to negotiate in good faith
     alternate provisions to substitute for any such provisions in order to give
     effect, to the maximum extent permissible, the intent of any such
     provision.



                                      4-11

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21   Rights and Remedies Cumulative. Except to the extent otherwise provided in
     this Agreement, the rights and remedies provided herein and all other
     rights and remedies available at law or in equity are, to the extent
     permitted by law, cumulative and not exclusive of any other right or remedy
     now or hereafter available at law or in equity. Neither asserting a right
     nor employing a remedy shall preclude the concurrent assertion of any other
     right or employment of any other remedy.

22   Notices. All notices, requests, demands and other communications hereunder
     shall be in writing and shall be deemed to have been duly given (except as
     may otherwise be specifically provided herein to the contrary): (i) if
     delivered by hand or courier service which provides evidence of delivery to
     the Party to whom said notice or other communication shall have been
     directed, upon such receipt, (ii) if mailed by registered air mail with
     postage prepaid, return receipt requested, on the tenth business day after
     mailing, or (iii) if transmitted by fax, on the date of transmission, with
     such transmittal followed by delivery of a confirmation copy via one of the
     other methods set out herein. All notices shall be addressed as set forth
     below or to any other address such Party shall notify to the other Party in
     accordance with this Section 21.

If to AOL, to:

America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Attention: President, Business Affairs
Fax: (703) 265-0672

with a copy to:

America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166
Attention: Deputy General Counsel
Fax:  (703) 265-3992

If to TiVo, to:

TiVo Inc.
2160 Gold Street
Alviso, California 95002
Attention: President
Fax: (408) 519-5330

with a copy to:

TiVo Inc.
2160 Gold Street
Alviso, California 95002
Attention: General Counsel
Fax: (408) 519-5330

23   No Waiver. Failure by either Party to enforce any provision of this
     Agreement will not be deemed a waiver of future enforcement of that or any
     other provision.

24   No Rights in Third Parties. This Agreement is made for the benefit of AOL
     and TiVo and not for the benefit of any third party.

25   Counterparts. This Agreement may be executed in one or more counterparts,
     each of which will be deemed an original, but which collectively will
     constitute one and the same instrument.

26   Headings and References. The headings and captions used in this Agreement
     are used for convenience only and are not to be considered in construing or
     interpreting this Agreement.

27   Construction. This Agreement has been negotiated by the Parties and their
     respective counsel. This Agreement will be interpreted fairly in accordance
     with its terms and without any strict construction in favor of or against
     either Party.

28   Publicity; Press Release; Promotional Materials. TiVo and AOL shall
     cooperate with each other as to the timing and content of press releases to
     be issued by the Parties concerning this Agreement. Except as may be
     required by applicable law or regulation, neither Party shall issue a press
     release relating to, or otherwise disclose, the existence of or any terms
     of this Agreement without the prior approval of the other. Before any Party
     or any of its affiliates releases any press release or other statement or
     makes any other disclosure concerning this Agreement or the matters
     contemplated hereby (excluding any disclosure contained in any filing of a
     Party with the SEC), such Party shall cooperate with the other Party,
     furnish drafts of all such statements or disclosure to such other Party,
     and provide the other Party a reasonable opportunity to review and comment
     upon any such statement or disclosure. The disclosing Party shall reflect
     all reasonable comments and requests of the other Party in such statement
     or disclosure prior to the release thereof, and the non-disclosing Party
     agrees to review and provide comments on any such statement or disclosure
     promptly following receipt thereof. Notwithstanding the foregoing, nothing
     in this


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     Section 28 shall in any way interfere with either Party's right to make any
     statement or disclosure it believes, in its sole discretion, is necessary
     under any federal, state or foreign law applicable to such Party.

29   Further Assurances. Each Party hereto shall perform all other acts and
     execute and deliver all other documents as may be reasonably necessary to
     give effect to the provisions of this Agreement, including, without
     limitation, to secure all necessary authorizations and approvals of this
     Agreement of all applicable United States governmental bodies.

30   Complete Agreement. This Agreement, including all exhibits and schedules
     hereto which are incorporated herein by this reference, and the AOL
     Investment Agreement, constitute the entire agreement between the Parties
     with respect to the subject matter hereof, and supersede and replace all
     prior or contemporaneous understandings or agreements, written or oral,
     regarding such subject matter, including, without limitation, the Original
     Agreement. No amendment to or modification of this Agreement shall be
     binding unless in writing and signed by a duly authorized representative of
     both Parties.

31   No Offer. This Agreement does not constitute a legally binding or
     enforceable offer by either Party and will not be effective until signed by
     both Parties.


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