SECOND AMENDMENT TO VENDOR AGREEMENT

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.

SECOND AMENDMENT TO VENDOR AGREEMENT

This SECOND AMENDMENT TO THE VENDOR AGREEMENT (this “Second Amendment”) is effective as of April 1, 2003 (the “Second Amendment Effective Date”) by and between BEST BUY PURCHASING LLC and TIVO INC.

RECITALS

WHEREAS, Best Buy Co., Inc. and TiVo Inc. entered into that certain Vendor Agreement having an effective date of March 3, 2002, as amended (the “Vendor Agreement”); and

WHEREAS, Best Buy Purchasing LLC and TiVo Inc. wish to modify certain provisions in the Vendor Agreement as explicitly set forth in this Second Amendment.

NOW, THEREFORE, Best Buy Purchasing LLC and TiVo Inc. agree as follows:

AGREEMENT

Unless stated otherwise, capitalized terms used herein shall have the meanings set forth in the Vendor Agreement.

1.    VENDOR PROGRAM AGREEMENT.    Section 1 of the Vendor Program Agreement attached to the Vendor Agreement is delete and replaced in its entirety with the following:

“1.    Residuals.

1.1    Generally.    Vendor shall deliver Digital Video Recorder or Recording (“DVR”) devices ready for activation. Dealer shall be entitled to a residual for each DVR purchased from Vendor pursuant to the Vendor Agreement and sold by Dealer to a customer who subsequently subscribes to the TiVo Service and does not cancel [*] (“Subscriber”). The amount of such residual shall be [*] (the “[*] Per Box Residual”). Vendor’s entitlement to [*] Per Box Residuals (a) begins upon activation of the TiVo Service by a Subscriber so long as, in the case of a Subscriber with a monthly subscription, such Subscriber does not cancel within [*] of initial activation of the TiVo Service, (b) continues after expiration of this Vendor Agreement (if applicable), and (c) terminates as provided in this Section 1. Vendor shall make payment of [*] Per Box Residuals on a [*] basis, and such payment will be delivered to Vendor within thirty (30) days after the end of the applicable [*]. Accompanying such payment will be an electronic file in a format agreed upon by the parties containing information sufficient to substantiate the Residual amounts. The [*] Per

[*] 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.

Box Residuals for a Subscriber shall continue for: (a) with respect to monthly subscribers to the TiVo Service, for each [*] such Subscriber remains subscribed to the TiVo Service but in any event for no longer than [*]; and (b) with respect to DVR lifetime subscribers to the TiVo Service, for [*]. In no event shall Vendor be obligated to pay more than [*] of [*] Per Box Residuals per DVR. The [*] Per Box Residuals may be altered based upon a good faith negotiation occurring on each six month anniversary of the signing of this Agreement.

1.2    Understanding Regarding DVRs Sold Prior to Second Amendment.    All DVRs sold prior to the Second Amendment Effective Date shall be subject to the [*] Per Box Residual and shall be considered to be initially activated, for purposes of calculating the Per Box [*] Residual, as of the Second Amendment Effective Date.”

2.       EFFECT OF AMENDMENT.    Except as expressly modified herein, all other terms and conditions of the Vendor Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, Best Buy Purchasing LLC’s and TiVo Inc.’s respective duly authorized officers have executed this Second Amendment. This Second 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.

TIVO INC.						BEST BUY PURCHASING LLC
By:		/s/    XXX XXXXXX				By:		/s/    XXX XXXXX
Printed Name:		Xxx Xxxxxx				Printed Name:		Xxx Xxxxx
Title:		VP, Sales				Title:		EVP

[*] 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.

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