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

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