WHEREAS, the Parties entered into that certain Development Agreement having an effective date of February 15, 2002 (the “Development Agreement”);

WHEREAS, the Parties have previously clarified the Development Agreement via a letter agreement dated June 20, 2002;

WHEREAS, the Parties have previously amended the Development Agreement via letter agreements dated July 22, 2002 and August 26, 2002; and

WHEREAS, the Parties wish to set forth those prior clarifications and amendments herein and further modify certain provisions in the Development Agreement as explicitly set forth in this First Amendment.

NOW, THEREFORE, the Parties agree to amend the Development Agreement as follows:

AGREEMENT

“ “TiVo Technology” shall mean any software, components, parts, proprietary information, intellectual property, subassemblies or other technology, specifically excluding any DIRECTV Technology and Third Party Technology, that is expressly incorporated in, or specifically required for use of, the Reno Receiver, Provo Receiver and/or Two-Chip Receiver, including the TiVo Software, the Provo Receiver design and the Two-Chip Receiver design.”

“At DIRECTV’s request, TiVo shall develop the Two-Chip Receiver, for Manufacturing Release no later than [*]. Any such DIRECTV request shall be made in writing and provided to TiVo on or before [*].”

“Notwithstanding the foregoing, its agreed and understood that DIRECTV may, in its discretion, change the terms of such “TiVo Lifetime Service Subscriptions” for Reno Receiver customers such that the “lifetime” applies on an account, rather than a receiver basis, and to the extent any claim arises from such change by DIRECTV in the terms of the TiVo Lifetime Subscriptions for Reno Receiver customers, DIRECTV shall indemnify and hold TiVo harmless from such claim in accordance with the terms and conditions of Article VII.”

“(v) distribute the TiVo Software (solely in object code form) with, or download to, Provo Receivers, Reno Receivers, and Two-Chip Receivers, and use and perform the diagnostic components of the TiVo Software (solely in object code form) solely for purposes of testing individual Provo Receivers, Reno Receivers or Two-Chip Receivers, during the assembly of such Receivers;”

“(i) based on allegations that such Indemnifying Party’s Technology [*] in the United States and which allegations relate to [*] the Provo Receiver, Reno Receiver (post Version [*] Software), and Two-Chip Receiver, or”

IN WITNESS WHEREOF, TiVo and DIRECTV have duly executed this First Amendment by their respective duly authorized officers. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same original.