August 28, 2001





TiVo Inc.

2160 Gold Street

P.O. Box 2160

Alviso, California 95002



                   Purchase of NBC Advertising Inventory



Gentlemen:



         This letter sets forth the agreement (the "Letter Agreement")

between the National Broadcasting Company, Inc. ("NBC"), and TiVo Inc.

("Advertiser") with respect to NBC's agreement to provide Advertiser with

certain advertising inventory on the NBC Television Network and NBC's owned

and operated television stations (collectively, "NBC TV") and the CNBC

Cable Network ("CNBC"), in each case to promote Advertiser, subject to the

following terms and conditions:



1. Spots. (a) NBC shall provide Advertiser with advertising spots (the

"Spots") to be telecast on NBC TV and CNBC on the Dates, Days and Times

mutually agreed by NBC and Advertiser and consistent with the parameters

set forth in Schedule 2 hereto; provided, however, that in the event that

no such agreement is reached with regard to the number or value of Spots to

be broadcast in any calendar quarter or year, NBC may propose and implement

a reasonable schedule for the broadcast of Spots in accordance with the

parameters and objectives set forth in Exhibit B for the Total Spot Value

set forth in Section 2 below. An initial schedule for the remainder of the

2001 calendar year shall be determined as soon as practicable following the

date hereof. All such Spots run by Advertiser shall be subject to NBC TV's

and CNBC's standard terms and conditions for such advertising, which, in

the case of NBC TV, are described in the "Participating Sponsorship

Agreement" attached hereto as Exhibit A (the "NBC TV Standard Terms") and,

in the case of CNBC, are described in the "Standard Terms and Conditions"

attached hereto as Exhibit B (the "CNBC Standard Terms" and together with

the NBC TV Standard Terms, the "Standard Terms"). The Standard Terms are

made a part of this Letter Agreement in their entirety; provided, however,

that in the case of a conflict between the terms of this Letter Agreement

and the terms of the Standard Terms, the terms of this Letter Agreement

shall govern. For purposes of the Standard Terms, Advertiser shall be both

the "Advertiser" and the "Agency" as such terms are used therein.



         (b) The Spots shall promote Advertiser, its products and services

and may not advertise, promote or mention any other product, service,

television program, web site or third party whatsoever without the prior

written consent of NBC. The telecast of all Spots is subject to the current

standards, practices and business procedures of NBC and CNBC. NBC or CNBC,

as the case may be, in its sole discretion, reserves the right to limit or

withdraw the telecast of any Spots which it, at any time and in its sole

discretion, deems unsuitable or in violation of its standards, practices

and procedures, or if the subject matter and/or presentation is considered

by NBC or CNBC, as the case may be, to be offensive, defamatory or

otherwise inappropriate or inconsistent with its advertising philosophy or

format. In addition, with respect to the placement or telecast of

Advertiser's Spots in any particular program, NBC or CNBC, as the case may

be, may reject such placement or telecast if such placement or telecast

would compete with or violate the rights of any other advertiser, sponsor

or supplier of such program or program category, as determined by NBC or

CNBC in its sole discretion and in good faith, provided that (i) NBC or

CNBC, as the case may be, shall notify the Company as promptly as

reasonably practicable in the event that any such placement or telecast

shall be rejected and (ii) no placement or telecast shall be rejected on

account of a placement by another advertiser if Advertiser's Spot has been

purchased first in time; it being further understood that NBC's aggregate

commitments set forth in Section 2 below shall not be affected by any such

rejection. To the extent any of Advertiser's Spots are displaced for any of

the foregoing reasons, NBC or CNBC, as the case may be, when determining

the placement of replacement Spots for Advertiser, shall provide Advertiser

with the most favorable treatment with respect to such displacement

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