SECOND AMENDMENT TO CONFIDENTIAL CONSULTING AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO CONFIDENTIAL CONSULTING AGREEMENT

This second amendment (the “Second Amendment”) to the Confidential Consulting Agreement dated July 9, 2007 (the “Agreement”) by and between the parties hereto, is executed as of the date below (the “Effective Date”), by and between Financial Leadership Group, LLC, a California limited liability company (“FLG”), and TiVo, Inc. (“Client”).

RECITALS

WHEREAS, FLG is in the business of providing certain financial services; and,

WHEREAS, Client wishes to retain FLG to provide and FLG wishes to provide such services to Client on the terms set forth herein; and,

WHEREAS, the parties hereto wish to extend the term of the Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth in the Agreement, the parties hereto agree as follows:

1.    Term.		The term of the Agreement is hereby extended until November 9, 2007, and shall automatically renew in 30 day increments.
2.    Termination.		Paragraph 4(B) of the Agreement is amended to provide for 30 days’ notice of termination.
3.    Miscellaneous.		All other terms and conditions of the Agreement remain unchanged. This Second Amendment shall be incorporated in the Agreement as Exhibit C.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.

CLIENT: TiVo Inc., a Delaware corporation.						FLG: Financial Leadership Group, LLC, a California limited liability company.
By:		Xxxxx Xxxx				By:		Xxxxxxx X. Xxxx
Signed:		/s/ Xxxxx Xxxx				Signed:		/s/ Xxxxxxx X. Xxxx
Title:		Senior Vice President, Human Resources				Title:		Managing Partner
Address:		0000 Xxxx Xxxxxx X.X. Xxx 0000 Xxxxxx, XX 00000				Effective Date: October 2, 2007.
Tel:		(000) 000-0000
Fax:		(000) 000-0000
Email:		xxxxxxxxx@xxxx.xxx

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