<PAGE>

                                                                    Exhibit 10.4

                    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.



September 28, 2001

Mr. Morgan Guenther
Senior Vice President, Business Development
TiVo, Inc.
2160 Gold Street
PO Box 2160
Alviso CA 95002

References:  Warrant and Registration Rights Agreement between TiVo, Inc. and
             DIRECTV, Inc., dated October 6, 2000 (the "Warrant Agreement")

             Marketing Agreement between TiVo, Inc. and DIRECTV Inc. dated
             April 13, 1999 as amended (the "Marketing Agreement")

Dear Morgan:

Per our conversation today, we offer the following counter-proposal for
your consideration:

     1.   Term
          ----

     The "Term" of the proposed buy-down program is the period beginning
     retroactively on July 7, 2001, through January 31, 2002.

     2.   DIRECTV/TiVo Buy-Down Contribution
          ----------------------------------

     For the period beginning July 7, 2001 until the effective date of the
     buy-down [*] (from [*] total to [*] total), DIRECTV and TiVo will each
     contribute [*] per DIRECTV with TiVo receiver sold.

     From the effective date of the buy-down [*] through the remainder of the
     Term, DIRECTV will contribute [*] per DIRECTV with TiVo receiver sold.
     During this period, TiVo will contribute [*] per DIRECTV with TiVo receiver
     sold.

     Following the Term, and through [*], DIRECTV agrees to contribute [*] per
     DIRECTV with TiVo receiver sold, to an amount [*]. During this period, TiVo
     will contribute [*] per DIRECTV with TiVo receiver sold.

     DIRECTV will contribute this per unit amount to all authorized DIRECTV
     dealers where DIRECTV with TiVo receivers are sold, and DIRECTV and TiVo
     shall jointly, communicate the extension of the buy-down program to all
     such dealers.

----------
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

<PAGE>

Mr. Morgan Guenther
September 27, 2001
Page 2

     3.   Consideration to DIRECTV
          ------------------------

     In exchange for DIRECTV's contribution to the buy-down, the following
     consideration shall be made to DIRECTV with respect to DIRECTV with TiVo
     receivers sold between July 7, 2001 and April 30, 2002.

          .    In addition to the current [*] TiVo revenue share paid to
               DIRECTV, TiVo will pay DIRECTV an incremental revenue share of
               [*](for a total of [*]) with respect to each receiver for which
               DIRECTV provides buy-down funding in the amount of [*] per unit.
               This consideration shall be retroactive to July 7, 2001, and
               shall replace the previous TiVo warrant structure.

          .    In addition to the current [*] TiVo revenue share paid to
               DIRECTV, TiVo will pay DIRECTV an incremental revenue share of
               [*] (for a total of [*]) with respect to each receiver for which
               DIRECTV provides buy-down funding in the amount of [*] per unit.
               This consideration shall replace the previous TiVo warrant
               structure.

     4.   Amendment to the Marketing Agreement
          ------------------------------------

     TiVo agrees to an amendment of the Marketing Agreement that eliminates
     Section 5.2 of the Marketing Agreement, provided that DIRECTV delivers the
     following marketing assets to TiVo:

          .    [*] TiVo, Inc. produced and branded thirty (30) second
               cross-channel TV spots average per week running approximately
               from early October to the end of the Term, with a comparable
               value in terms of day part and programming schedule DIRECTV has
               provided to TiVo for the past six months.

          .    [*] TiVo, Inc. produced and branded thirty (30) second
               cross-channel TV spots average per week on the DIRECTV movies and
               sports barker channel, running approximately from early October
               2001 to the end of the Term.

          .    One half-page, TiVo, Inc. produced and branded bill stuffer in a
               DIRECTV billing cycle before the end of the Term.

          .    One full page, color print advertising insertion in the December,
               2001 and January, 2002 issues of DIRECTV Guide publication,

          .    One full page, black and white print advertising insertion in the
               November/December 2001 issue of the DIRECTV Sports Magazine.

----------
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

<PAGE>

Mr. Morgan Guenther
September 27, 2001
Page 3

     5.   Administration
          --------------

     DIRECTV agrees to continue to act as administrator of the buy-down program
     throughout the Term, provided that TiVo [*]. The [*] shall remain in place
     until Reconciliation (as defined below) has occurred. On the 25th day of
     each month during the Term, and until the Reconciliation is completed,
     DIRECTV shall invoice TiVo for all units for which i) DIRECTV has received
     a buy-down invoice and ii) DIRECTV has determined a buy-down payment is
     owed. In addition, on the 25th day of each month during the Term and
     thereafter, DIRECTV shall deliver to TiVo the revenue share report for the
     DIRECTV with TiVo Receiver revenues for the immediate month prior. On the
     25th of each month during the Term and thereafter, TiVo shall deliver to
     DIRECTV the revenue share report for the TiVo Stand Alone Receiver revenues
     for the immediate month prior. On the 30th day of each month during the
     Term and thereafter, DIRECTV shall deliver to TiVo an Offset invoice,
     setting forth all respective payables and receivables for immediate month
     prior. Payment shall be due on the Offset invoice within ten days of
     delivery of the Offset invoice to TiVo, whether payment is due and owing
     DIRECTV or due and owing TiVo.

     DIRECTV will have the right [*] if payment for any unpaid amounts owed by
     TiVo is not received by DIRECTV within 10 days of delivery of the Offset
     invoice. The amount of the [*] by any amounts paid in the form of cash by
     TiVo. Within 180 days following the end of the Term, DIRECTV shall perform
     a reconciliation (the Reconciliation"), in which DIRECTV shall calculate
     the number of receivers sold during the Term for which no buy-down payment
     has been paid by TiVo, and invoice TiVo accordingly. Upon reasonable
     notice, TiVo shall have the right to perform an audit of DIRECTV's books
     and records to verify amounts of the invoices related to the buy-down
     program submitted by DIRECTV to TiVo. Beyond the Term, TiVo [*] the
     buy-down program to authorized DIRECTV dealers.

Please indicate TiVo's agreement to the above by signing this agreement as
indicated below.

DIRECTV, Inc.


            /s/ Brad Beale
-------------------------------------------
BY:  Brad Beale
ITS: Senior Vice President

----------
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

<PAGE>

Mr. Morgan Guenther
September 27, 2001
Page 4

ACKNOWLEDGED AND AGREED:
TiVo, Inc.


BY:  /s/ Morgan Guenther                          Date:   9/27/01
     ----------------------------                       -------------
ITS: Senior Vice President
     ----------------------------