REPLAYTV INC, S-1/A, 2000-02-11

REPLAYTV INC
S-1/A, 2000-02-11
CABLE & OTHER PAY TELEVISION SERVICES

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<PAGE>

As filed with the Securities and Exchange Commission on February 11, 2000
Registration No. 333-95425

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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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REPLAYTV, INC.
(Exact Name of Registrant as Specified in Its Charter)

---------------

<TABLE>
<CAPTION>
Delaware 4841 77-0465127
<S> <C> <C>
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>

1945 Charleston Road
Mountain View, CA 94043-1201
(650) 210-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

---------------

Earle H. "Kim" LeMasters, III
Chairman and Chief Executive Officer
ReplayTV, Inc.
1945 Charleston Road
Mountain View, CA 94043-1201
(650) 210-1000
(Name, Address Including Zip Code, and Telephone Number Including Area Code,
of Agent for Service)

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Copies to:
<TABLE>
<S> <C>
Mark A. Medearis Richard J. Sandler
Laura A. Donald DAVIS POLK & WARDWELL
Kristen A. Lamb 450 Lexington Avenue
Scott S. Ring New York, NY 10017
VENTURE LAW GROUP (212) 450-4000
A Professional Corporation
2800 Sand Hill Road
Menlo Park, CA 94025
(650) 854-4488
</TABLE>
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
---------------

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE
<TABLE>
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<S> <C> <C>
Title Of Each Class Of Securities To Be Registered Proposed Maximum Aggregate Offering Price(1) Amount Of Registration Fee
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Common Stock, par value $0.001.................... $150,000,000 $39,600(2)
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</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a) and Rule 457(o) under the
Securities Act.
(2) $39,600 has been previously paid by the Registrant in connection with the
filing of the Registration Statement on January 26, 2000.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

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<PAGE>

The purpose of this Amendment No. 2 is solely to file certain exhibits to
the Registration Statement as set forth below in Item 16(a) of Part II.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by us in connection with the
sale of common stock being registered. All amounts are estimates except the
SEC registration fee and the NASD filing fee and the Nasdaq National Market
listing fee.

<TABLE>
<CAPTION>
Amount
to be Paid
----------
<S> <C>
SEC registration fee............................................ $ 39,600
NASD filing fee................................................. 15,500
Nasdaq National Market listing fee.............................. 95,000
Printing and engraving expenses................................. 200,000
Legal fees and expenses......................................... 400,000
Accounting fees and expenses.................................... 300,000
Blue Sky qualification fees and expenses........................ *
Transfer Agent and Registrar fees............................... *
Miscellaneous fees and expenses................................. *
--------
Total......................................................... *
</TABLE>
- --------
* to be filed by amendment

Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the "Delaware Law")
authorizes a court to award, or a corporation's Board of Directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article XIV of our certificate of
incorporation (Exhibit 3.2 hereto) and Article VI of our bylaws (Exhibit 3.4
hereto) provide for indemnification of our directors, officers, employees and
other agents to the maximum extent permitted by Delaware Law. In addition, we
have entered into Indemnification Agreements (Exhibit 10.2 hereto) with our
officers and directors. The Underwriting Agreement (Exhibit 1.1) also provides
for cross-indemnification among ReplayTV and the underwriters with respect to
certain matters, including matters arising under the Securities Act.

Item 15. Recent Sales of Unregistered Securities

Since our incorporation in August 1997, we have issued and sold the
following securities:

1. On September 15, 1997, we sold 7,862,770 shares of common stock for
an aggregate purchase price of $3,931 to two investors.

2. On November 26, 1997, we sold 2,494,070 shares of Series A preferred
stock for an aggregate purchase price of $274,348 to two investors.

3. On March 11, 1998, we issued a promissory note in the aggregate
principal amount of $100,000 to one investor.

4. On April 10, 1998, we sold 1,451,610 shares of Series B preferred
stock for an aggregate purchase price of $450,000, including cancellation
of the $100,000 note described in 3 above, to four investors.

5. On June 29, 1998, we sold 806,448 shares of Series B preferred stock
for an aggregate purchase price of $250,000 to four investors.

II-1
<PAGE>

6. On September 11, 1998, September 14, 1998, September 28, 1998,
October 6, 1998, October 15, 1998 and October 27, 1998 we issued six
promissory notes in the aggregate principal amount of $570,000 to one
investor.

7. On November 5, 1998, we sold 1,818,488 shares of Series C preferred
stock for an aggregate purchase price of $1,150,000 to three investors.

8. On November 19, 1998, we sold 1,344,096 shares of Series C preferred
stock for an aggregate purchase price of $850,000 to six investors.

9. On February 12, 1999, February 22, 1999 and March 11, 1999, we issued
three promissory notes in the aggregate principal amount of $1,500,000 to
one investor.

10. On March 24, 1999, we sold 10,193,544 shares of Series D preferred
stock for an aggregate purchase price of $7,900,000, including cancellation
of $80,000 of the notes described in 6 above and cancellation of the notes
described in 9 above, to twelve investors.

11. On May 31, 1999, we issued a warrant to purchase 6,666 shares of
Series E preferred stock to a lender in connection with a line of credit.

12. On July 16, 1999 and July 19, 1999, we issued two promissory notes
in the aggregate principal amount of $600,000 to two investors.

13. On July 30, 1999, we sold 6,886,663 shares of Series E preferred
stock for an aggregate purchase price of $52,249,973, including
cancellation of the notes described in 12 above, to 41 investors.

14. On August 16, 1999, we sold 666,666 shares of Series E preferred
stock for an aggregate purchase price of $5,000,000 to one investor.

15. On January 25, 2000, we sold 5,627,267 shares of Series F preferred
stock for an aggregate price of $61,899,937 to 12 investors.

16. From April 28, 1999 to December 31, 1999, we issued an aggregate of
322,507 shares of common stock to one director and 14 consultants outside
of our stock plans.

17. From November 19, 1997 to December 31, 1999, we issued options to
purchase an aggregate of 9,545,522 shares of common stock to employees,
directors and consultants pursuant to the 1997 stock option plan.

18. From August 26, 1999 to December 31, 1999, we issued options to
purchase an aggregate of 4,230,000 shares of common stock to employees,
directors and consultants pursuant to the 1999 stock plan.

The issuances of the above securities were deemed to be exempt from
registration under the Securities Act in reliance on Section 4(2) of such
Securities Act as transactions by an issuer not involving any public offering.
In addition, certain issuances described in Items 1, 17 and 18 were deemed
exempt from registration under the Securities Act in reliance upon Rule 701
promulgated under the Securities Act. The recipients of securities in each
such transaction represented their intentions to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the share
certificates and warrants issued in such transactions. All recipients had
adequate access, through their relationships with us, to information about us.

II-2
<PAGE>

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

<TABLE>
<CAPTION>
Number Description
-------- -----------
<C> <S>
1.1* Form of Underwriting Agreement.
3.1** Sixth Amended and Restated Articles of Incorporation of ReplayTV.
3.2** Amended and Restated Certificate of Incorporation of ReplayTV (as
proposed).
3.3** Amended and Restated Bylaws of ReplayTV.
3.4** Amended and Restated Bylaws of ReplayTV (as proposed).
4.1* Specimen Stock Certificate.
4.2** Warrant dated May 31, 1999 issued by the Company to Imperial
Bancorp.
5.1* Opinion of Venture Law Group regarding the legality of the common
stock being registered.
10.1** Sixth Amended and Restated Investors' Rights Agreement dated
January 25, 2000 among ReplayTV and certain investors.
10.2** Form of Indemnification Agreement between ReplayTV and each of its
executive officers and directors.
10.3* 1997 Stock Option Plan (as amended) and forms of Stock Option
Agreements.
10.4* 1999 Stock Plan and forms of Stock Option Agreement and Restricted
Stock Purchase Agreement.
10.5** 2000 Employee Stock Purchase Plan and form of Subscription
Agreement.
10.6** 2000 Directors' Stock Option Plan and form of Stock Option
Agreement.
10.7** Offer Letter with Earle H. "Kim" LeMasters, III.
10.8** Offer Letter with Anthony J. Wood.
10.9** Offer Letter with Craig W. Dougherty.
10.10** Offer Letter with Bruce L. Kaplan.
10.11** Offer Letter with Alexander Gray.
10.12** Offer Letter with Layne L. Britton.
10.13**+ Master Collaboration Agreement dated December 20, 1999 between
ReplayTV and Matsushita-Kotobuki Electronics Industries, Ltd.
10.14**+ OEM Distribution Agreement dated December 20, 1999 between ReplayTV
and Matsushita-Kotobuki Electronics Industries, Ltd.
10.15**+ Manufacturing Agreement dated November 3, 1998 between ReplayTV and
Flextronics International USA, Inc.
10.16**+ Television Listings Agreement dated June 1, 1998, as amended
October 26, 1998, between ReplayTV and Tribune Media Services,
Inc.
10.17**+ Agreement dated February 1, 1999 between ReplayTV and Showtime
Networks Inc.
10.18**+ Agreement dated July 30, 1999 between ReplayTV and National
Broadcasting Company, Inc.
10.19+ Network Service Agreement dated July 30, 1999 among ReplayTV,
Turner Broadcasting System, Inc. and Time Warner, Inc, as amended
February 10, 2000.
10.20** Common Stock Purchase Agreement dated September 15, 1997 between
ReplayTV and Anthony J. Wood.
10.21** Consulting Agreements between ReplayTV and Kevin Bohren.
10.22* Lease Agreement dated January 27, 1999 between John Arrillaga,
Trustee, or his Successor Trustee, UTA dated July 20, 1977 (John
Arrillaga Survivor's Trust) as amended, and Richard T. Perry,
Trustee, or his Successor Trustee, UTA dated July 20, 1977
(Richard T. Perry Separate Property Trust) as amended, and
ReplayTV, as amended.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
Number Description
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<C> <S>
23.1 Independent Auditors' Consent.
23.2* Consent of Attorney (see Exhibit 5.1).
24.1** Power of Attorney (see page II-5).
27.1** Financial Data Schedule.
</TABLE>
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* To be supplied by amendment.
** Previously filed.

+Confidential treatment requested as to certain portions of this Exhibit.

(b) Financial Statement Schedules

Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
financial statements or notes thereto.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to Registration Statement on Form S-1 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Mountain View, State of California on February 11, 2000.

REPLAYTV, INC.

By: /s/ Craig W. Dougherty
---------------------------------
Craig W. Dougherty
Executive Vice President, Finance
and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
* Chief Executive Officer and February 11, 2000
____________________________________ Chairman (Principal
Earle H. "Kim" LeMasters, III Executive Officer)

/s/ Craig W. Dougherty Executive Vice President, February 11, 2000
____________________________________ Finance and Chief Financial
Craig W. Dougherty Officer (Principal
Financial and Accounting
Officer)

* Director February 11, 2000
____________________________________
Jeffrey Berg

* Director February 11, 2000
____________________________________
Kevin L. Bohren

* Director February 11, 2000
____________________________________
Sky D. Dayton

* Director February 11, 2000
____________________________________
William R. Hearst III

* Director February 11, 2000
____________________________________
Anthony J. Wood
</TABLE>

* Power of Attorney

/s/ Craig W. Dougherty
By:____________________________
Craig W. Dougherty

II-5
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description
-------- -----------
<C> <S>
1.1* Form of Underwriting Agreement.
3.1** Sixth Amended and Restated Articles of Incorporation of ReplayTV.
3.2** Amended and Restated Certificate of Incorporation of ReplayTV (as
proposed).
3.3** Amended and Restated Bylaws of ReplayTV.
3.4** Amended and Restated Bylaws of ReplayTV (as proposed).
4.1* Specimen Stock Certificate.
4.2** Warrant dated May 31, 1999 issued by the Company to Imperial
Bancorp.
5.1* Opinion of Venture Law Group regarding the legality of the common
stock being registered.
10.1** Sixth Amended and Restated Investors' Rights Agreement dated
January 25, 2000 among ReplayTV and certain investors.
10.2** Form of Indemnification Agreement between ReplayTV and each of its
executive officers and directors.
10.3* 1997 Stock Option Plan (as amended) and forms of Stock Option
Agreements.
10.4* 1999 Stock Plan and forms of Stock Option Agreement and Restricted
Stock Purchase Agreement.
10.5** 2000 Employee Stock Purchase Plan and form of Subscription
Agreement.
10.6** 2000 Directors' Stock Option Plan and form of Stock Option
Agreement.
10.7** Offer Letter with Earle H. "Kim" LeMasters, III.
10.8** Offer Letter with Anthony J. Wood.
10.9** Offer Letter with Craig W. Dougherty.
10.10** Offer Letter with Bruce L. Kaplan.
10.11** Offer Letter with Alexander Gray.
10.12** Offer Letter with Layne L. Britton.
10.13**+ Master Collaboration Agreement dated December 20, 1999 between
ReplayTV and Matsushita-Kotobuki Electronics Industries, Ltd.
10.14**+ OEM Distribution Agreement dated December 20, 1999 between ReplayTV
and Matsushita-Kotobuki Electronics Industries, Ltd.
10.15**+ Manufacturing Agreement dated November 3, 1998 between ReplayTV and
Flextronics International USA, Inc.
10.16**+ Television Listings Agreement dated June 1, 1998, as amended
October 26, 1998, between ReplayTV and Tribune Media Services,
Inc.
10.17**+ Agreement dated February 1, 1999 between ReplayTV and Showtime
Networks Inc.
10.18**+ Agreement dated July 30, 1999 between ReplayTV and National
Broadcasting Company, Inc.
10.19+ Network Service Agreement dated July 30, 1999 among ReplayTV,
Turner Broadcasting System, Inc. and Time Warner, Inc., as amended
February 10, 2000.
10.20** Common Stock Purchase Agreement dated September 15, 1997 between
ReplayTV and Anthony J. Wood.
10.21** Consulting Agreements between ReplayTV and Kevin Bohren.
10.22* Lease Agreement dated January 27, 1999 between John Arrillaga,
Trustee, or his Successor Trustee, UTA dated July 20, 1977 (John
Arrillaga Survivor's Trust) as amended, and Richard T. Perry,
Trustee, or his Successor Trustee, UTA dated July 20, 1977
(Richard T. Perry Separate Property Trust) as amended, and
ReplayTV, as amended.
23.1 Independent Auditors' Consent.
23.2* Consent of Attorney (see Exhibit 5.1).
24.1** Power of Attorney (see page II-5).
27.1** Financial Data Schedule.
</TABLE>
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* To be supplied by amendment.
** Previously filed.

+Confidential treatment requested as to certain portions of this Exhibit.

<PAGE>

EXHIBIT 10.19

REPLAY NETWORK SERVICE AGREEMENT
--------------------------------

This Replay Network Service Agreement (this "Agreement") is made as of the
---------
30/th/ day of July, 1999 between Replay Networks, Inc., a California corporation
having its place of business at 1945 Charleston Road, Mountain View, California
94043 ("Replay Networks" or "Replay"), Turner Broadcasting System, Inc., a
---------------
Georgia corporation having its principal place of business at One CNN Center,
Atlanta, Georgia 30303 ("Turner"), and Time Warner Inc., a Delaware corporation
------
having its principal place of business at 75 Rockefeller Plaza, New York, New
York 10019 ("Time Warner").

WHEREAS, the parties hereto desire to enter into this Agreement to more
fully describe their relationship and to provide for their respective rights and
obligations as it relates to any Turner programming and the Replay Network
Service as more fully described herein.

In consideration of the foregoing and of the mutual promises contained
below, the parties agree as follows:

1. Definitions
------------
As used in this Agreement, the following terms shall have the following
meanings:

a. "Affiliate" shall mean, as it relates to any party, an entity that
controls, is controlled by, or under common control with, such party.

b. "MFN Rate" shall mean the [***] rate charged by Replay for any of the RNS
offerings, including, but not limited to, Replay Zones and pre-configured Replay
Channels.

c. "ReplayTV Platform" shall mean the hardware for the Replay Network Service
(as defined below) and Replay Networks' reference implementation for such
hardware (including specifications, schematics, bill of materials, FPGA source,
PAL source, manufacturing documentation, and other documentation needed to
manufacture the ReplayTV Platform), the ReplayTV Platform client software
(including applications, operating system, device drivers, electronic program
guide, and other unique Replay software), related peripheral equipment such as
remote controls, and Replay owned patents, trademarks, and other intellectual
property needed to market the ReplayTV Platform. Initially, the ReplayTV
Platform shall consist of a stand-alone implementation (ReplayTV 1000 or
ReplayTV 2000). Future ReplayTV Platforms, offered by Replay and original
equipment manufacturer ("OEM") partners, may integrate additional features.

d. "Replay Network Service" or "RNS" shall mean the Replay Network Personal
Television Service, a television and Internet based service that enables
customized, on-demand television viewing, custom content, and a television
navigation portal via the ReplayTV Platform. Examples of services offered via
the Replay Network Service might include Replay Zones (as

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

[***] = 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.

<PAGE>

defined below), sponsored Replay Channels (as defined below), unique sponsored
content, messaging, commerce, software updates, electronic programming guide
data, and time services. The Replay Network Service includes "Basic" services,
"Premium" (monthly or periodic fee) services, and Pay-Per-View services.

e. "Replay Channels" are locally stored personalized channels with associated
television programming. Replay Channels may be created by a user, via explicit
specification of show or theme-based recording criteria. Replay Channels may
also be automatically created from a Replay Zone, based on information provided
by Replay or the content provider. Replay Channels are listed on the Replay
Guide, where all locally stored and available television programming is listed.

f. "Replay Zones" are promotional offerings that, when invoked, automatically
select and record television programming of interest to a user. Replay Zones
are displayed to the user on the Zone Guide, a television portal or launch
location from which pertinent television services may be selected for automatic
recording. When selected by the user, a Replay Zone may immediately select
programming to be recorded or may offer the user more detailed selection
criteria for automatically recording television programming.

g. "Turner Content" shall mean the content (other than the Turner Networks)
provided by Turner that is integrated into the RNS. This content may include
program information, text, pictures, graphics, sound, video and other data
related to television program services or personal television program services
related to each of the television program services.

h. "Turner Networks" shall mean CNN, CNNsi, CNNfn, CNNI, CNN Headline News,
TBS, TNT, TCM, Cartoon Network, and all other future networks owned or operated
by Turner or any successor to Turner.

2. Term
----

The term of this Agreement (the "Term") shall commence as of [***] and expire
[***] later on [***], unless earlier terminated in accordance with this
Agreement. Turner shall have a unilateral right to extend this Agreement for a
second [***] by providing notice thereof to Replay no less than [***] prior to
the end of the Term.

3. License; Reservation of Rights
------------------------------

a. In consideration of the relationship contemplated by this Agreement, Turner
hereby grants to Replay a [***] license to the [***] and all programming
included in the [***] and the [***], to the extent Turner owns the copyright in
such programming or such [***] or has received the requisite rights in such
programming or such [***] from the copyright holder to grant such license, for
distribution through the ReplayTV Platform and the Replay Network Service [***].

2
<PAGE>

b. Nothing contained in this Agreement shall constitute a waiver of or an
estoppel against any right of Turner or any of its Affiliates to assert any
right or claim against Replay with regard to any cause of action that Turner or
any of its Affiliates may believe it may have against Replay, all of which
rights are hereby explicitly reserved.

4. Content Rights and Responsibilities
-----------------------------------

a. Turner will be responsible for creating, selecting, producing, and
providing all Turner Content during the Term of this Agreement and for clearing
all rights and obtaining all requisite consents for the use of the Turner
Content in the manner contemplated by this Agreement. Turner represents and
warrants that the Turner Content shall be consistent in quality and standards
with the Turner Networks and accordingly shall not contain programming that is
defamatory, lewd, pornographic or obscene. Replay shall not make any
alterations, modifications, additions, or deletions (including, without
limitation, the overlaying of any text, graphics or interactive links other than
any such text or graphics that are operational or informational as it relates to
the use of the RNS) to any of the Turner Networks, the Turner Content
(including, without limitation, credit obligations, copyright, trademark notices
and the like) or to any programming on the Turner Networks or any Turner Content
in any Replay Channel or Turner Replay Zone, except with the prior approval of
Turner in its absolute discretion. Replay hereby agrees that the requirement
for Turner's prior approval of any such alterations, modifications, additions or
deletions to any programming on the Turner Networks or any Turner Content shall
[***].

b. Replay shall provide a template and interface requirements (the "Interface
Require-ments") to serve as a basis for each of the Replay Channels, Turner
Replay Zones, and other RNS components. Examples of Interface Requirements
include text fonts and sizes, color palettes, and maximum image sizes, for the
purpose of working within the RNS. Replay shall have the right to verify that
all Turner Content meets the Interface Requirements, and to reject any content
that does not meet the requirements. All Turner Content must conform to the RNS
content specifications, to be supplied to Turner, which specifications may be
modified by Replay at its sole discretion from time to time with no less than
thirty days prior notice of any such modification to Turner. Replay shall use
commercially reasonable efforts to implement a process which will allow Turner
to update, modify, delete or otherwise alter Turner Content on each Turner
Replay Channel and Turner Replay Zone on no less than a weekly basis via a
telephone line or other mutually agreed upon electronic interface method. Turner
shall be allowed to update the look and feel of each Turner Replay Channel and
the Turner Replay Zone (subject to the Interface Requirements) at reasonable
time intervals to be mutually agreed by Turner and Replay in accordance with
delivery requirements to be provided to Turner by Replay.

c. All right, title and interest in the Turner Networks and the Turner Content
shall remain the property of Turner. All right, title and interest in the
Replay Zones and the Replay Channels (other than the Turner Networks, the Turner
Content or any element thereof) shall remain the property of Replay. Replay
acknowledges and agrees that all trade names, trademarks and service marks of
Turner and its program suppliers (collectively, the "Turner Marks") shall remain
the property of Turner or such program supplier, as applicable, and nothing in
this Agreement

3
<PAGE>

shall confer on Replay any right of ownership in any of the Turner Marks. All
uses of the Turner Marks shall inure to the benefit of Turner or such program
supplier, as applicable. Turner acknowledges and agrees that all trade names,
trademarks and service marks of Replay (the "Replay Marks") shall remain the
property of Replay and nothing in this Agreement shall confer on Turner any
right of ownership in any of the Replay Marks. All uses of the Replay Marks
shall inure to the benefit of Replay.

5. Replay Zones
------------

a. Replay shall develop a Replay Zone Guide in which Turner may promote its
network programming. Replay shall provide Turner (or one of its Affiliates) with
prominent positioning [***] for (i) [***] if [***] of the RNS Zone Guide has
[***] or (ii) [***] if [***] of the RNS Zone Guide has [***]. Replay will
provide to Turner (or one of its Affiliates) additional Replay Zone slots within
the [***] Zone Guide pages as follows: (i) [***] on [***] of the RNS Zone Guide
and (ii) [***] within [***] of the RNS Zone Guide, which shall be reduced to
[***] at such time that Turner has been provided [***] on [***] of the RNS Zone
Guide. Subject to the limitations described in the two immediately preceding
sentences, Turner (or one of its Affiliates) shall have the right to move any of
its Replay Zones to different pages within the RNS Zone Guide. When selected by
an RNS user, a Turner Replay Zone will display a full screen of programming
options as developed and maintained by Turner to meet the Interface
Requirements. The Replay Network Service will enable the RNS user to select one
or more of the available programming options set forth in the Turner Replay
Zone, which will automatically provide for future recording of Turner Content or
portions of the Turner Networks. Such automatically recorded Turner programming
shall reside in a Replay Channel which will be branded with a Turner specified
logo, according to a template provided by Replay. Turner will keep the
programming information associated with its Replay Zones current and consistent
with Turner Network programming on a weekly basis.

b. Replay and Turner will work together to establish processes for video and
graphics content download for Turner Replay Zones to ReplayTV Platforms using
the RNS and Turner Networks. The parties agree that the amount of text,
graphics, and video download will be limited to a reasonable, cost-effective
connection time for platforms to the RNS. Downloads exceeding such reasonable
connection time may be subject to an additional fee, to be mutually agreed by
Replay and Turner. Replay will use best efforts to reach an initial deployment
of the Turner Replay Zones in the [***] with a graphics implementation. It is
currently intended that a subsequent software release for ReplayTV Platforms
will support video-oriented promotional content in the Turner Replay Zones.

c. Replay will provide to Turner (or one of its Affiliates) [***] Turner
Replay Zones [***] for the [***]. Turner (or one of its Affiliates) shall
receive additional Replay Zones at a [***] (i) [***] of the Replay [***] for the
sponsorship of a Replay Zone and (ii) the [***] for the sponsorship of a Replay
Zone. Subject to the last sentence of this Section 5(c), Turner agrees that
Turner (or one of its Affiliates) will purchase at least [***] additional Replay
Zones at [***] of the [***]

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described in clauses (i) and (ii) of the immediately preceding sentence for the
Term of this Agreement. Replay and Turner hereby agree that the initial Replay
ratecard for the sponsorship of a Replay Zone shall be [***], subject to market
increases during the Term of the Agreement as determined by Replay.

6. Zone Advertisements
-------------------

a. Billboard and banner advertisements are to be sold by [***] as part of
Turner's Replay Zone sponsorship. [***] may sell up to [***] of the billboard
and banner advertising inventory within any Turner Replay Zone, it being agreed
that the parties shall develop an appropriate method for [***]. Billboard and
banner ads may employ graphics as part of a graphics-based Replay Zone or may
employ video in future video-based Replay Zones. Replay agrees that all
advertising to be placed within the Turner Replay Zones shall be subject to
[***] by Turner, which [***] right shall be [***] in good faith, consistent with
Turner's [***] concerning advertisements or promotional messages to be aired on
the Turner Networks on cable television, also taking into account existing
sponsorships, category or programming [***], or similar arrangements that Turner
may have with certain of its advertisers and, to the extent applicable, any
restrictions imposed on advertisements by any of the professional sports
leagues.

b. Turner and Replay shall agree to (i) [***] billboard and banner
advertisements within Turner Replay Zones and (ii) [***] for use in selling such
advertisements (collectively, the [***]). As market conditions allow from time
to time, Turner and Replay shall review and revise the [***]. Turner shall [***]
for the billboard and banner advertisements that [***] within the Turner Replay
Zones at the [***] set forth in the [***] and shall provide to Replay a monthly
summary of such [***]. Replay shall [***] for the billboard and banner
advertisements that it [***] within the Turner Replay Zones at the [***] set
forth in the [***] and shall provide to Turner a monthly summary of such [***].
Each of Turner and Replay agrees that it will not [***] the Turner Replay Zone
billboard and banner advertising [***] except as set forth in the [***], without
the prior approval of the other party hereto.

c. Turner and Replay agree [***] the advertising revenues generated as a
result of the sale of billboard and banner advertisements in Turner Replay
Zones. Such gross advertising revenues received by [***] shall be allocated
first to third party agency commissions [***], second to [***] for recoupment by
[***] of [***] to be paid by [***] to third parties in connection with banner
and billboard advertising as set forth in a detailed accounting, it being agreed
that such fees will be [***] among all of the Replay Zone sponsors that use
banner and billboard advertisements, with the [***] of such revenues to be [***]
between Replay and Turner. Each of Turner and Replay agrees to [***] the other
party such other [***] of such [***] received each month within thirty days of
the end of each month. Each party shall have customary audit rights with respect
to such gross advertising revenues and its respective [***] of such revenues.
Any under-delivery liability

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<PAGE>

associated with any such advertising inventory shall be [***] between Turner and
Replay.

7. Lead-in and Lead-out Advertisements
-----------------------------------

a. Replay will use commercially reasonable efforts to develop a method for
inserting lead-in and lead-out advertising spots for Replay Channels before
[***]. Until such time that Replay's technology is capable of managing and
controlling the ad insertions for the Replay Channels, Replay agrees that it
will not insert any content in the lead-in and lead-out spots surrounding any
Turner Content or any portion of any Turner Network. At such time that
advertisements are inserted in the Replay Channels, Replay will provide to
Turner aggregate viewing information for all such advertisement spots.

b. At such time that lead-in and lead-out advertising spots surrounding any
Turner content or any portion of any Turner Network can be sold as provided in
Section 7(a) above, Replay shall be entitled to sell such spots, subject to
prior approval by Turner (as specified below in this Section 7(b)). Pricing for
lead-in and lead-out advertisements surrounding any Turner content or any
portion of any Turner Network shall be [***] (such [***] being hereinafter
referred to as the [***]). As market conditions allow from time to time,
Turner and Replay shall review and revise the [***]. Replay shall be responsible
for invoicing advertisers and providing to Turner a monthly summary of all such
advertisement sales. Replay agrees that it will not discount any such
advertising inventory except as set forth in the [***] without the
prior approval of Turner. Replay agrees that all lead-in and lead-out
advertisements surrounding any Turner content or any portion of any Turner
Network shall be subject to [***] by Turner, which [***] right shall be
exercised in good faith, consistent with Turner's [***] concerning
advertisements or promotional messages to be aired on the Turner Networks on
cable television, also taking into account existing sponsorships, category or
programming [***], or similar arrangements that Turner may have with certain of
its advertisers and, to the extent applicable, any restrictions imposed on
advertisements by any of the professional sports leagues.

c. Turner and Replay agree to [***] the advertising revenues generated
as a result of the sale of lead-in and lead-out advertisements surrounding any
Turner content or any portion of any Turner Network. Such gross advertising
revenues received by Replay shall be allocated first to third party agency
commissions [***] second to [***] for recoupment by [***] of [***] to be paid by
[***] to third parties in connection with lead-in and lead-out advertisements as
set forth in a detailed accounting, it being agreed that such fees will be [***]
among all of the Replay Channels that use lead-in and lead-out advertisements,
with the balance of such revenues to be [***] between Replay and Turner. Replay
agrees to [***] to Turner [***] of such [***] received each month within 30 days
of the end of each month. Turner shall have customary audit rights with respect
to such gross advertising revenues and its [***] of

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<PAGE>

such revenues. Any under-delivery liability associated with any such advertising
inventory shall be [***] between Turner and Replay.

8. Advertisement Insertion
------------------------

a. Replay will use commercially reasonable efforts to work with Turner to
develop a method for inserting video advertising or promotional spots into
content from the Turner Networks on Replay Channels for implementation in [***].
[***], these advertisements or promotions may be inserted in addition to or may
replace existing Turner video advertising content; Replay hereby agrees that the
requirement for [***] to such insertion shall [***]. Detailed operational
aspects of this activity shall be established and mutually agreed to by Turner
and Replay. Turner will be responsible for providing the ads and promotions for
such insertion and specifying the program timeslots available for such
advertisement/promotion insertion. Subject to legal requirements, Replay's
internal privacy policy and Replay's agreements with its users of the RNS,
Replay agrees to provide to Turner aggregate viewing information for all such
advertisement spots.

b. [***] agrees to coordinate with [***] as is commercially practicable to
sell and control [***] with [***] the inserted advertising spots for content
from the Turner Networks. Pricing for inserted advertisements shall be [***]
[***] by Turner and Replay (such pricing hereinafter referred to as the
[***]). As market conditions allow from time to time, Turner and Replay shall
review and revise the [***]. [***] shall be responsible for invoicing
advertisers and providing to [***] a monthly summary of all such advertisement
sales. [***] agrees that it will not [***] any such advertising inventory except
as set forth in the [***], without the prior approval of Replay.

c. Turner and Replay agree to share the [***] (as hereinafter defined)
generated as a result of inserted advertisements within Turner Replay Channels.
For purposes of this Section 8, [***] shall mean the [***] revenue received for
inserted advertisements as a result of an applicable rate which is [***] than
the [***] for the advertising previously [***] in which the advertisement is
being inserted. Such incremental advertising revenues received by Turner shall
be allocated first to third party agency commissions [***], second to [***] for
recoupment by [***] of [***] to be paid by [***] to third parties in connection
with inserted advertisements as set forth in a detailed accounting, it being
agreed that such fees will be [***] among all of the Replay Channels that use
inserted advertisements, with the [***] of the revenues to be [***] between
Replay and Turner. Turner agrees to pay to Replay [***] of such [***] received
each month within thirty days of the end of each month. Replay shall have
customary audit rights with respect to such [***] and its [***] of such
revenues. Any under-delivery liability associated with any such advertising
inventory shall be [***] between Turner and Replay.

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<PAGE>

d. If Turner provides active promotion video content for insertion in any of
the Turner Replay Zones or within any of the Turner Networks, there will be
[***] to Turner for such active promotions for the Term of this Agreement.

9. Pause Time
----------

a. Replay intends to develop a method for inserting advertising or promotional
spots in the "pause" time that is created through the RNS. [***], subject to
[***] as set forth in Section 9(b) below, shall be entitled to sell the
advertising and promotional inventory in the "pause" time on any Turner Content
or any portion of any Turner Network and shall use best efforts to include
members of the [***] advertising salesforce in sales calls with advertisers or
advertising agencies with respect to such inventory.

b. Pricing for "pause" time inventory on any Turner Content or any portion of
any Turner Network shall be set by [***] (such pricing being hereinafter
referred to as the [***]). As market conditions allow from time to time, [***]
shall review and revise the [***]. [***] shall be responsible for invoicing
advertisers and providing to [***] a monthly summary of all such advertisement
sales. [***] agrees that it will not [***] any such inventory except as set
forth in the [***], without the prior approval of [***]. Replay agrees that all
"pause" time advertisements and promotions on any Turner Content or any portion
of any Turner Network shall be subject to [***] by Turner, which [***] right
shall be [***] in good faith, consistent with Turner's [***] concerning
advertisements or promotional messages to be aired on the Turner Networks on
cable television, also taking into account existing sponsorships, category or
programming [***] or similar arrangements that Turner may have with certain of
its advertisers and, to the extent applicable, any restrictions imposed on
advertisements by any of the professional sports leagues.

c. Turner and Replay agree to [***] the advertising revenues generated as a
result of the sale of "pause" time inventory on any Turner Content or any
portion of a Turner Network. Such gross advertising revenues received by Replay
shall be allocated first to third party agency commissions [***], second to
[***] for recoupment by [***] of [***] to be paid by [***] to third parties in
connection with "pause" time advertisements and promotions as set forth in a
detailed accounting, it being agreed that such fees will be [***] among all of
the Replay Channels that use "pause" time advertisements and promotions, with
the balance of such revenues to be [***] between Replay and Turner. Replay
agrees to pay to Turner [***] of such advertising revenues received each month
within thirty days of the end of each month. Turner shall have customary audit
rights with respect to such gross advertising revenues and its [***] of such
revenues. Any under-delivery liability associated with any such advertising
inventory shall be shared equally between Turner and Replay.

10. Enhanced Zone Sponsored Programming
-----------------------------------

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<PAGE>

Turner may also elect to provide, and Replay may include as part of the RNS,
supplemental programming associated with Turner Replay Zone sponsored programs.
Such Turner Content may include video out-takes, bloopers, behind-the-scenes
footage, special interviews, etc. which enhance the programming of the Turner
Networks. Turner may broadcast this enhanced programming content at its
discretion, either before or after the show associated with such program
enhancements has been broadcast, the promotional value of the placement of such
enhancements being taken into account. The RNS will automatically record this
enhanced content and append this content to the Turner Replay Zone sponsored
Replay Channel, subject to non-conflicting tuning requirements and available
storage capacity for applicable ReplayTV Platforms. Replay agrees that there
will be [***] to Turner for any such programming enhancements tied to Turner
Replay Zone sponsored programming for the Term of this Agreement.

11. Pre-Configured Replay Channel
-----------------------------

Replay will use commercially reasonable efforts to pre-configure a Replay
Channel containing up to thirty minutes of deletable pre-recorded Turner
programming content on the ReplayTV Platform. Turner will provide pre-configured
channel content in a mutually agreed format to Replay upon a mutually agreed
schedule. The pre-configured channel will be capable of automatically recording
future programs, based on the Replay Channel parameters defined by Turner.
Replay agrees to [***] to Turner for one pre-configured Replay Channel for the
Term of this Agreement. Turner [***] additional pre-configured Replay Channels
at a [***] which is the [***] (i) [***] for a pre-configured Replay Channel and
(ii) [***] for a pre-configured Replay Channel.

12. Personalized CNN Premium Channel
--------------------------------

a. Replay and Turner shall use commercially reasonable efforts to develop,
launch and implement a mutually acceptable personalized CNN video news service.
The parties currently intend that the personalized news service shall consist of
at [***] of Turner news content broadcast in indexed short stories [***] on CNN
or CNN Headline News. The ReplayTV Platform will record the Turner personal news
broadcast, parse program segments according to consumer preferences for a
personalized news channel, and offer this channel to consumers on a daily basis.
Turner and Replay agree to start development of this service [***]. Turner and
Replay hereto agree that the availability of bandwidth for such service remains
to be determined and that their respective obligations set forth in this Section
12 are conditioned upon a mutually satisfactory and commercially reasonable
arrangement for such bandwidth.

b. Indexed content shall be considered Turner Content and shall be maintained
and updated by Turner, using a template and interface provided by Replay. Turner
will broadcast indexed content during a [***] broadcast interval to be
scheduled. Replay shall develop and operate the system for specifying user news
preferences, downloading and displaying indexed content, and presenting the
premium channel to the user. Replay will provide to Turner viewing statistics
and consumer billing services for the premium channel.

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<PAGE>

c. The personalized CNN news channel will be one element of a premium service
offering of the RNS, requiring a monthly subscription fee for consumer service
activation. This service will consist of several personal channels. If there
is a personalized channel using Turner Content in such service, Turner and
Replay agree that the Turner portion of this subscription fee shall be an amount
which is equal to the [***] by the number of [***]. Replay will invoice
consumers and collect payment for the premium service offering and will provide
to Turner a monthly summary of such subscription fees.

d. The subscription revenues from the CNN news service shall be [***] by
Turner and Replay after recoupment of certain costs. Such revenues shall be
allocated equitably as described below to Replay for recoupment by Replay of
[***] paid to third parties by [***] in connection with personalized channels as
set forth in a detailed accounting, it being agreed that such fees will be [***]
among all of the personalized channels offered by Replay, and to Turner for
recoupment of programming cost for such news service as set forth in a detailed
accounting; with the balance of such revenues to be [***] between Turner and
Replay. To ensure equitable treatment of the parties in the recoupment of costs,
revenues will be allocated to the parties' respective costs on a pro rata basis
such that at any time each party shall have recouped the same percentage of its
total costs for any specified time period. Replay agrees to pay to Turner
Turner's share of such revenues received each month within thirty days of the
end of each month. Each party shall have customary audit rights with respect to
the subscription revenues and its respective share of such revenues.

e. Turner and Replay agree to develop and maintain the CNN personal news
service (or other such name to be determined), which shall cover U.S., World,
Politics, Business/Financial, Technology and Weather, but shall not include
local news or sports highlights. Turner agrees to provide such personal news
service (virtual channels with indexed content) solely with Replay Networks for
[***] from deployment. Replay agrees to operate such personal news service [***]
with Turner for such [***] period. Turner and Replay further agree to jointly
promote the CNN personal news service and not to promote any other personal news
service during such [***] period.

f. Turner and Replay agree to exploit reasonable and appropriate opportunities
to promote the CNN personal news service on ReplayTV Platforms. Promotional
opportunities may include advertising on CNN and Turner networks, print
advertisements, point-of-sale promotions, and other marketing vehicles used by
Turner and Replay Networks.

13. Other Personalized Premium Programming
--------------------------------------

a. Replay agrees to provide Turner [***] option during the Term of this
Agreement to create a [***]. The launch of such service is predicated upon the
mutual agreement between Replay and Turner that such service will provide value
to RNS premium subscribers and deliver content that is unique and proprietary;
to the extent such mutual agreement is reached, Turner will use commercially
reasonable efforts to launch such service.

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<PAGE>

b. In the event that Replay desires to enter into an agreement with a third
party to create a [***] service, Replay agrees that, for the [***] period from
the launch of a Turner [***] service, the [***] ratio of content for such [***]
service will be substantially similar to the [***] ratio of content on such
third party's television network. Notwithstanding the foregoing, this section is
not intended to limit Replay's ability to produce personalized [***] content
with [***].

14. Turner Replay Channel Branding
------------------------------

Replay will use commercially reasonable efforts to develop the ability to
overlay Turner network brands on Replay Channels containing content broadcast on
a Turner Network, created as a result of show-based, theme-based, or zone-based
program selection. The Turner brand identifier will indicate the Turner Network
on which a program episode was originally broadcast. The Turner brand
identifier will be developed and provided by Turner according to a template
developed and specified by Replay.

15. Electronic-Commerce
-------------------

Replay shall use commercially reasonable efforts to develop the network
capability to support electronic-commerce transactions, including using industry
standard and approved security methods for billing of such transactions. The
parties mutually agree to develop electronic purchasing of Turner goods and
services at a later date using the ReplayTV Platform. The details of this
program, including the schedule for deployment, implementation detail, and
revenue sharing, shall be developed and mutually agreed to in an amendment to
this Agreement.

16. [***]

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<PAGE>

17. Future Service Offerings
------------------------

Replay will manage the delivery of software upgrades to the ReplayTV Platform
via the RNS. Software updates will provide for field-upgradeable Replay Zones,
Replay Channels, features, interfaces, and bug fixes. During the Term of this
Agreement, Turner and Replay may agree to develop additional service offerings
that will become future elements of the RNS and may be downloaded to the
installed base of ReplayTV Platforms. Such service offerings shall be mutually
agreed to on a project-by-project basis, including the amount of financial,
creative, production, and technical resources each party shall commit.

18. Test Periods; Bandwidth
-----------------------

a. Turner and Replay agree that, for no less than the first [***] period of
the Term of this Agreement, the parties will conduct a test (the "Test") of the
Replay Network Service and

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<PAGE>

its functionality. The Test shall consist of an initial [***] period during
which Turner and Replay will test the revenue potential and efficiencies of
billboard and banner advertisements that are downloaded to the Replay Network
Service via the telephone connection that will exist with each RNS user.
Following the initial period of the Test (which may be extended beyond the
initial [***] period upon mutual agreement of Turner and Replay) and provided
that (i) Turner and Replay agree and (ii) there has been [***] of the insertion
of such non-video content, the parties shall proceed with the second period of
the Test. Such second period shall be a [***] period during which Turner agrees
to distribute video content of no more than [***] in length within unsold
commercial pods on one or more of the nationally-distributed Turner Networks (as
determined by Turner), not to exceed an aggregate of [***] of such video content
in any twenty-four hour period.

b. During the Test, Turner agrees to initiate discussions with its
distributors regarding the willingness of such distributors to provide bandwidth
for additional content for the creation of Turner premium channels, enhanced
zone-sponsored programming, e-commerce or other services on the Replay Network
Service and to use commercially reasonable efforts to reach an agreement with
such distributors with respect to the provision of such bandwidth.
Notwithstanding the foregoing, Turner shall have [***] if Turner determines, in
its sole discretion, that it would be disadvantageous to Turner to so continue,
it being understood that Turner will exercise the right to [***] in good faith,
taking into account that any such bandwidth is an opportunity for Replay to
provide additional services not only to Turner, but also to other programmers.
Replay acknowledges that such discussions with distributors may address issues
such as [***] which may require the parties hereto to [***] in this Agreement in
order to preserve the economic value of this Agreement for each party. To the
extent that Turner is successful in reaching agreement with cable operators with
respect to the provision of bandwidth, Replay agrees that such bandwidth shall
first be used to provide new content or services to Turner (or any of its
Affiliates) as Turner shall direct.

c. Notwithstanding the outcome of the discussions referred to in paragraph (b)
above, following the Test and through the remainder of the Term of this
Agreement, Turner agrees to continue to distribute short-form video content as
described in paragraph (a) above with respect to the second period of the Test.

19. Customer Support and Billing
----------------------------

Replay or OEM partners shall provide all customer support for ReplayTV Platforms
and the RNS service. Replay shall be responsible for end-user billing of premium
and subscription services.

20. Program Management
------------------

Replay agrees to assign a program manager to Turner for the purpose of
supporting Turner Content updates and managing the Turner portion of the RNS.

21. Marketing, Promotion, and Advertising
-------------------------------------

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<PAGE>

a. Replay agrees to provide Turner (or any of its Affiliates) with up to [***]
ReplayTV Platforms [***]. All ReplayTV Platforms provided to Turner (or any of
its Affiliates) will contain the highest memory/storage capacity available at
the time of order. Turner agrees that, to the extent Turner conducts any
consumer testing of the Replay TV Platforms, it will consult with and involve
Replay in any such testing and provide to Replay all of the data collected as a
result of such testing.

b. Turner and Replay agree to issue a joint press release announcing the
relationship contemplated by this Agreement. Except as required by law, neither
Turner nor Replay will issue a press release or other public announcement
concerning this Agreement or the contents hereof, without the prior consent of
the other party, which consent shall not be unreasonably withheld. Replay will
be the first personal television alliance publicly announced by Turner.

c. During the Term of this Agreement, Turner and Replay agree to work together
to exploit reasonable and appropriate opportunities to promote the Replay
Network Service and Personalized CNN News (when available) on a mutually
acceptable basis and as commercially practicable on the Turner Networks, the
Turner websites and at locations owned or controlled by Turner. Such promotions
shall exhibit the Replay Networks logo and tag line during broadcast events.

d. During the Term of this Agreement, Replay agrees to use commercially
reasonable efforts to include the Turner network brands in Replay promotions and
advertisements for the ReplayTV Platform. In addition, the personalized CNN
News will be highlighted in Replay and content provider marketing materials (PR,
promotion, advertising, point-of-sale, etc.) as soon as such service becomes
commercially available.

e. During the Term of this Agreement, to the extent commercially practicable
Turner shall make promotional items available for sponsorship give-aways at
Replay events when applicable and Replay agrees to provide up to [***] ReplayTV
Platforms [***] for Turner sweepstakes give-aways.

f. As soon as commercially practicable following execution of this Agreement,
(i) Turner agrees to provide links from the Turner website locations to the
Replay websites as specified by Replay and (ii) Replay agrees to provide
reciprocal links from Replay's websites to destination URLs specified by Turner.

g. Turner shall have the right to display the Replay Networks logo on Turner
print and on- or off-network television advertising. Such logo may be displayed
as a small icon in a peripheral portion of the Turner advertisement or
promotion. All such Turner print and on- or off-network television advertising
displaying the Replay Networks logo shall be subject to the prior approval of
Replay, which approval shall not be unreasonably withheld. Reply Networks shall
have the right to display the Turner logos and names in a peripheral portion of
Replay advertisements and promotion media. All such Replay advertisements and
promotional media displaying the Turner logos and names shall be subject to the
prior approval of Turner, which approval shall not be

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<PAGE>

unreasonably withheld. Except as expressly provided herein, neither party hereto
shall have the right to use the trademarks, tradenames, servicemarks, logos or
any other mark or name identifying the other party without the prior written
consent of the owner of such name or mark.

22. Programming Fees and Discounts; Other Terms
-------------------------------------------

a. Within thirty days after the execution of this Agreement by each of the
parties hereto, Turner shall pay to Replay a [***] in the amount of [***].
Replay share bear any and all additional costs and expenses incurred by it in
the performance of its obligations under this Agreement. Turner will bear all
costs and expenses incurred in the creation of the Turner Networks and the
Network Content, unless otherwise provided herein. During the Term of this
Agreement and any extension, renewal or restatement hereof, for all RNS related
fees, charges and expenses, Turner and its Affiliates shall receive the [***]
(i) the [***] and (ii) the [***] discount (no less than [***] off of the Replay
ratecard rate) available on RNS offerings.

b. If Replay has entered into or enters into any agreement with any third
party media company, studio, network or content provider with respect to any of
the matters addressed in this Agreement or any other current or future RNS
offerings or services, which third party agreement provides any more favorable
terms (each, a "More Favorable Term") than the comparable terms in this
Agreement, then and in that event, Replay shall promptly notify Turner of each
such More Favorable Term. The availability of any More Favorable Term may be
subject to one, or a clearly defined few, conditions, that is or are logically
linked and directly tied to such More Favorable Term and which conditions
provide a direct, immediate or foreseeable benefit to Replay; provided, that
Turner shall not be obligated to perform any condition that Turner cannot
reasonably perform or that is designed in such a way to make performance by
Turner impracticable, unlikely or impossible or that Turner previously has
performed or rendered a substantially equivalent performance hereunder. Turner
shall have the option, at any time within [***] after Turner's receipt of notice
of any More Favorable Term, to elect by written notice to Replay, to accept such
More Favorable Term, together with any permitted conditions, in substitution for
the comparable term in this Agreement.

23. Confidentiality and Nondisclosure
---------------------------------

a. Each party (the "receiving party") shall treat as confidential all
Confidential Information (as hereinafter defined) of the other party (the
"disclosing party") and shall not use such Confidential Information except as
set forth in this Agreement. Each receiving party shall disclose Confidential
Information of the disclosing party only to its directors, officers, employees
and consultants and those of its affiliates who are required to have such
information in order for the receiving party to carry out the transactions
contemplated by this Agreement and who have been advised of the obligations set
forth in this Section 23. The receiving party shall promptly notify the
disclosing party of any actual or suspected misuse or unauthorized disclosure of
the disclosing party's Confidential Information.

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<PAGE>

b. For purposes of this Agreement, "Confidential Information" of a disclosing
party shall mean any non-public and/or proprietary information of such party,
including, without limitation, technical data, trade secrets, plans for products
or services, marketing plans, software, and financial documents or data, in
whatever form or medium. "Confidential Information" shall not include any
information that (i) is in the public domain or has entered the public domain
through no fault of the receiving party; (ii) was known to the receiving party
at the time of disclosure to the receiving party, as demonstrated by files in
existence at the time of disclosure; (iii) was independently developed by the
receiving party without any use of the Confidential Information, as demonstrated
by files created at the time of such independent development; or (iv) becomes
known to the receiving party from a source other than the disclosing party,
which disclosure is not in violation of the disclosing party's rights.

c. If the receiving party receives a subpoena or order for the disclosure of
Confidential Information of the disclosing party, the receiving party shall
provide prompt notice of such subpoena or order to the disclosing party to
enable the disclosing party to seek a protective order or otherwise prevent or
restrict such disclosure. Upon expiration or termination of this Agreement,
each party shall promptly return all Confidential Information of the other
party.

24. Indemnification
---------------

a. Replay will indemnify, defend and hold harmless Turner and its affiliated
companies (and each of their respective present and former employees, agents,
directors, shareholders and parent and subsidiary companies) against and from
any and all claims, damages, penalties, liabilities, costs and expenses
(including, without limitation, reasonable fees and disbursements of counsel and
court costs, but excluding lost profits and consequential damages) arising out
of or relating to (i) the breach by Replay of any of its covenants or
obligations under this Agreement and (ii) the use of any of Replay's equipment
or software, to the extent that such use infringes, or is alleged to infringe,
any U.S. copyright, mask work, patent or trademark, or misappropriates, or is
alleged to misappropriate, any trade secret.

b. Turner will indemnify, defend and hold harmless Replay and its affiliated
companies (and each of their respective present and former employees, agents,
directors, shareholders and parent and subsidiary companies) against and from
any and all claims, damages, penalties, liabilities, costs and expenses
(including, without limitation, reasonable fees and disbursements of counsel and
court costs, but excluding lost profits and consequential damages) arising out
of or relating to (i) the breach by Turner of any of its covenants or
obligations under this Agreement and (ii) any claim that the Turner Networks or
the Turner Content (A) infringes on, or constitutes a misappropriation of any
third party's copyright, patent, trademark, trade secret or other proprietary or
intellectual property right, or right of publicity or privacy; (B) is defamatory
or trade libelous; (C) is lewd, pornographic or obscene; or (D) violates any
laws regarding unfair competition, anti-discrimination or false advertising;
provided, that Replay shall, to like extent, indemnify, defend and forever hold
- --------
Turner and the corresponding Turner entities, harmless from and against any and
all claims, damages, penalties, liabilities, costs and expenses (including,
without limitation, reasonable fees and disbursements of counsel and court
costs, but excluding lost profits and consequential damages) arising out of any
deletion from, alteration of, or addition to,

16
<PAGE>

the Network Content by Replay or creation of any material by Replay (such as the
creation of promotional material).

c. In the event that legal proceeding are instituted or a claim is asserted
which may give rise to indemnification, the party seeking indemnification (the
"Indemnified Party") shall provide prompt notice of such proceeding or claim to
the party from whom indemnification is sought (the "Indemnifying Party"). The
Indemnifying Party shall be entitled to defend against, negotiate, settle or
otherwise deal with any such proceeding or claim, represented by counsel of its
own choice at its own expense; provided, that the Indemnified Party may
--------
participate in any such proceeding, with counsel of its own choice at its own
expense, and no settlement of any such claim may be effected without the consent
of the Indemnified Party, which consent will not be unreasonably withheld.

25. Termination of Agreement; Survival of Provisions
------------------------------------------------

a. This Agreement may be terminated as follows:

(i) by the mutual agreement of the parties hereto;

(ii) by any party upon a breach by another party of a material term of
this Agreement and such breach shall remain unremedied for at least
[***] after notice from a non-breaching party; or

(iii) by any party if any of the following events shall occur with
respect to another party (A) a receiver is appointed for such other
party or its assets; (B) such other party becomes insolvent, is
generally unable to pay its debts as they become due, makes an
assignment for the benefit of its creditors or seeks relief under
any bankruptcy or insolvency law; (C) if proceedings are commenced
against such other party under any bankruptcy or insolvency law,
such proceedings have not been vacated within [***] of the
commencement thereof; or (D) if such other party is liquidated,
dissolved or ceases to do business.

b. The provisions of Sections 4(a), 8(a), 23, 24 and 25 of this Agreement
shall survive the termination or expiration of this Agreement.

26. Time Warner Entities
--------------------

a. The parties hereto agree to use best efforts to engage in discussions with
each of the other divisions of Time Warner with respect to the negotiation of a
mutually agreeable arrangement between Replay and each such other division on
terms and conditions substantially similar to the terms and conditions set forth
in this Agreement to the extent such terms and conditions are relevant and
applicable to such other arrangements. Notwithstanding the foregoing, nothing
contained herein shall prohibit any other division of Time Warner from
negotiating terms that are different from the terms contained herein, or which
augment or supplement the terms contained herein.

17
<PAGE>

b. Replay hereby agrees that Time Warner and its Affiliates shall be entitled
to designate up to [***] representatives to the Replay Advisory Council for the
Term of this Agreement and any extensions hereof. The Replay Advisory Council
shall meet on a quarterly basis at times mutually agreed and shall provide a
forum for the discussion of industry developments and advances in technology as
they relate to Replay's strategy and operations.

27. Miscellaneous
-------------

a. The relationship of the parties established by this Agreement is that of
independent contractors, and nothing contained in this Agreement will be
construed (i) to give any party the power to direct and control the day-to-day
activities of the other, (ii) to constitute the parties as partners, joint
ventures, co-owners or otherwise as participants in a joint or common
undertaking, or (iii) to allow any party to create or assume any obligation on
behalf of the other for any purpose whatsoever.

b. If the performance of this Agreement or any obligations hereunder is
prevented, restricted or interfered with by reason of fire or other casualty or
accident, strikes or labor disputes, war or other violence, any law, order,
proclamation, regulation, ordinance, demand or requirement of any government
agency, or any other act or condition beyond the reasonable control of the
parties hereto, the party so affected upon giving prompt notice to the other
parties shall be excused from such performance during such prevention,
restriction or interference.

c. This Agreement contains the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes and terminates all
prior arrangements or understandings (whether written or oral) with respect
thereto. The terms of this Agreement may be amended or waived only by a written
instrument signed by each of the parties hereto. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon the parties and
their respective successors and assigns.

d. None of the parties shall assign this Agreement or any of its rights,
obligations or privileges hereunder without the prior written consent of the
other parties hereto, which consent shall not be unreasonably withheld;
provided, that Turner or Time Warner may so assign to any of its Affiliates and
any party may so assign in connection with the sale of all or substantially all
of its assets. Subject to the foregoing, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.

e. This Agreement and all acts and transactions pursuant hereto and the rights
and obligations of the parties hereto shall be governed, construed and
interpreted in accordance with the laws of the State of California without
giving effect to principles of conflicts of law.

[***] - 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.

18
<PAGE>

f. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one
instrument.

g. The section headings used in this Agreement are used for convenience only
and are not to be considered in construing or interpreting this Agreement.

h. Any notice required or permitted by this Agreement shall be in writing and
shall be deemed sufficient upon receipt, when delivered personally or by
courier, overnight delivery service or confirmed facsimile, or forty-eight hours
after being deposited in the regular mail as certified or registered mail
(airmail if sent internationally) with postage prepaid, if such notice is
addressed to the party to be notified at such party's address as set forth
above, or as subsequently modified by written notice.

i If one or more provisions of this Agreement are held to be unenforceable
under applicable law, the parties agree to renegotiate such provision in good
faith, in order to maintain the economic position enjoyed by each party as close
as possible to that under the provision rendered unenforceable. In the event
that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this
Agreement, (ii) the balance of this Agreement shall be interpreted as if such
provision were so excluded and (iii) the balance of this Agreement shall be
enforceable in accordance with its terms.

19
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.

Replay Networks, Inc.

By /s/ Anthony Wood
----------------------
Name: Anthony Wood
Title: CEO

Turner Broadcasting System, Inc.

/s/ Louise S. Sams
-----------------------------------
Name: Louise S. Sams
Title: VP/General Counsel

Time Warner Inc.

By /s/ Richard Bressler
------------------------------
Name: Richard Bressler
Title: Chairman & CEO

20
<PAGE>

AMENDMENT NO. 1 TO REPLAY NETWORK SERVICE AGREEMENT

THIS AMENDMENT NO. 1 TO REPLAY NETWORK SERVICE AGREEMENT (the "Amendment")
is entered into as of the 10th day of February, 2000 by ReplayTV, Inc.
(formerly, Replay Networks, Inc.) ("Replay"), Turner Broadcasting System, Inc.
("Turner") and Time Warner Inc. ("Time Warner"). The capitalized terms used
herein without definition shall have the meaning assigned to such terms in the
Replay Network Service Agreement referred to below.

WITNESSETH

WHEREAS, Replay, Turner and Time Warner are parties to that certain Replay
Network Service Agreement dated July 30, 1999 (the "Agreement");

WHEREAS, Replay, Turner and Time Warner desire to amend the Agreement as
set forth herein;

NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereby agree as follows:

1. Amendment to Section 16. Section 16 of the Agreement is replaced in its
-----------------------
entirety as follows:

- --------------------------------------------------------------------------------
16. Data
----

a. Consistent with applicable laws, any applicable Replay privacy policy and
with Replay's agreement with its users of the RNS, Replay will collect
viewership and usage data during the Term of this Agreement, from users of the
RNS. This data will only be available in aggregate form and may be gathered via
statistical sampling. Replay will summarize this viewership information and
provide monthly viewership reports to Turner comprising the aggregate data
collected in a format to be mutually agreed upon between the parties.

b. Again, subject to applicable laws, Replay privacy policies and Replay's
agreement with its users of the RNS, Replay will also provide Turner with the
ability to conduct reasonable qualitative and/or quantitative research among RNS
users that also subscribe to personal television services, the scope of such
research being subject to approval by Replay, which approval shall not be
unreasonably withheld. For the purpose of conducting such research (and not for
the purposes of sale to third parties), upon Turner's request, Replay will
provide Turner's designated third party research vendor with access to RNS users
via telephone contact information. In such event, Turner agrees that no contact
information shall be provided by such third party research vendor to Turner and
all data obtained from RNS users by such third party research vendor is to be
shared and used by Turner and Replay for internal research purposes, with strict
respect to the privacy of such RNS users.

21
<PAGE>

c. All data collected by Replay as set forth herein shall remain the
property of Replay and may be used by Turner only as provided herein. Replay
shall provide all of the information described in this Section 16 to Turner
[***].

d. The parties hereto agree that (i) Replay shall not be obligated to
provide to Turner any of the aforedescribed information to the extent that such
information is specifically identifiable as information relating to programming
that is broadcast on any network other than the Turner Networks and (ii) without
Turner's prior approval, Replay shall not provide to any third party any of the
aforedescribed information to the extent that such information is specifically
identifiable as information relating to programming that is broadcast on any of
the Turner Networks, it being understood and agreed that this Section 16(c) is
not intended to prohibit the provision by Replay of any of the aforedescribed
information in aggregate form, such that individual programs, networks or
programmers cannot be identified.

- --------------------------------------------------------------------------------

2. Change of name of Replay Networks, Inc. In January, 2000, Replay Networks,
---------------------------------------
Inc. changed its name to ReplayTV, Inc. All references to Replay Networks,
Inc. in the Agreement are hereby amended to ReplayTV, Inc.

3. Governing Law. This Amendment and all acts and transactions pursuant
-------------
hereto and the rights and obligations of the parties hereto shall be
governed by, construed and interpreted in accordance with the laws of the
State of California without giving effect to principles of conflict of law.

4. Authorization. Each party represents and warrants to each other that it has
-------------
been duly authorized to execute and deliver this document and to perform
its obligations hereunder, and the person signing on such party's behalf
has the power and authority to do so.

5. Effect of this Amendment. This Amendment is limited precisely as written
------------------------
and shall not constitute a modification of any other provision of the
Agreement. Except as specifically modified or amended by this Amendment,
the Agreement remains in full force and effect in accordance with its
terms.

6. Effective Date. This Amendment shall be deemed to be effective upon the
--------------
execution hereof by each of the parties hereto.

22
<PAGE>

7. Counterparts. This Amendment may be executed in two or more counterparts,
------------
each of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their authorized representatives as of the date first above written.

ReplayTV, Inc.

By /s/ Layne Britton
-----------------------------------
Name: Layne Britton
Title: Executive Vice President, RTVS

Turner Broadcasting System, Inc.

By /s/ Louise S. Sams
------------------------------------
Name: Louise S. Sams
Title: Vice President and General Counsel

Time Warner Inc.

By /s/ Thomas McEnerney
-----------------------------------
Name: Thomas McEnerney
Title: Vice President

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-1 of
our report dated August 31, 1999 relating to the financial statements of
ReplayTV, Inc., which appears in such Registration Statement. We also consent
to the reference to us under the heading "Experts" in such Registration
Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

San Jose, California

February 11, 2000