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                                                                     EXHIBIT 4.6


NOTE: INFORMATION IN THIS DOCUMENT MARKED WITH AN "[*]" HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.


                            WINK COMMUNICATIONS, INC.


                            CONSENT AND AMENDMENT OF
                            INVESTOR RIGHTS AGREEMENT


    This Consent and Amendment of Investor Rights Agreement (the "Agreement") is
effective as of [*], 2001 by and among Wink Communications, Inc., a Delaware
corporation (the "Company"),  [*], a Delaware corporation ( [*] ), and those
stockholders of the Company (the "Existing Investors") who are parties to the
Fourth Amended and Restated Investor Rights Agreement dated as of June 30, 1999,
as amended to date (the "Rights Agreement").

     WHEREAS, the Board of Directors of the Company has determined it to be in
the best interests of the Company and its stockholders to issue to [*] (i) up to
100,000 shares of Common Stock of the Company (subject to appropriate
adjustments in the event of any stock split, dividend, recombination,
recapitalization and the like) (the "[*] Shares") and (ii) warrants to purchase
up to a maximum of 150,000 shares of Common Stock of the Company (subject to
appropriate adjustments in the event of any stock split, dividend,
recombination, recapitalization and the like) (the "[*] Warrants") [*];

     WHEREAS, the Company desires, and the Board of Directors has determined
that it is in the best interests of the Company and its stockholders, to grant
certain registration rights to [*] in connection with the [*] Warrants and [*]
Shares;

     WHEREAS, in order to grant registration rights in connection with the
issuance of the [*] Warrants and [*] Shares, the Company wishes to amend the
terms of the Rights Agreement;

     WHEREAS, Section 5.2 of the Rights Agreement provides for waiver,
modification or amendment of certain provisions therein with the written
approval of the holders of a majority of the Registrable Securities (as defined
in the Rights Agreement);

     NOW, THEREFORE, the parties agree as follows:

     1. GRANT OF RIGHTS AND AMENDMENT OF AGREEMENTS. The Company hereby grants
to [*], in connection with the issuance of the [*] Warrants and [*] Shares, all
registration rights granted to the "Investors" (as defined in the Rights
Agreement) under Section 2 of the Rights Agreement. Furthermore, the Rights
Agreement is hereby amended such that [*] shall be each treated as an "Investor"
and "Holder" thereunder with respect to the [*] Warrants and [*] Shares and any
shares issued or issuable upon exercise of the [*] Warrants for all purposes of
Section 2, as amended hereby. In particular, [*]'s rights shall not be
subordinate under Section 2.7 of the Rights Agreement to the rights of any other
Holder under the Rights Agreement.

[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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     2. CONSENT TO AMEND, AND AMENDMENT OF, THE RIGHTS AGREEMENT.

          (a) The Company and the Existing Investors hereby consent to the
addition of a definition of "[*] Warrants" to Section 1.1 of the Rights
Agreement, and acknowledge that the execution of this Consent and Amendment by
the holders of a majority of the Registrable Securities (as defined in the
Rights Agreement) shall so amend the Rights Agreement, as follows:

               "[*] Warrants" shall mean the warrant or warrants to purchase an
     aggregate of up to a maximum of 150,000 shares of Common Stock (subject to
     appropriate adjustment in the event of any stock split, dividend,
     recombination, recapitalizations and the like) issued or to be issued to
     [*].

          (b) The Company and the Existing Investors hereby consent to the
addition of a definition of "[*] Shares" to Section 1.1 of the Rights Agreement,
and acknowledge that the execution of this Consent and Amendment by the holders
of a majority of the Registrable Securities (as defined in the Rights Agreement)
shall so amend the Rights Agreement, as follows

               "[*] Shares" shall mean up to a maximum of 100,000 shares of
     Common Stock (subject to appropriate adjustment in the event of any stock
     split, dividend, recombination, recapitalizations and the like) issued or
     to be issued to [*].

          (c) The Company and the Existing Investors hereby consent to the
addition of a definition of "Warrantholders" to Section 1.1 of the Rights
Agreement, and acknowledge that the execution of this Consent and Amendment by
the holders of a majority of the Registrable Securities (as defined in the
Rights Agreement) shall so amend the Rights Agreement, as follows:

               "Warrantholders" shall mean, collectively, the holders of the
     Benchmark Warrants, the EGI Warrants, the CBS Warrants, the Disney Warrant,
     the GECC Warrant, the Microsoft Warrant, the [*] Warrants, the
     [*] Warrant, the [*] Warrants, the Thomson Warrant, the Vulcan Warrant
     and the holders of any future issuances of warrants to purchase Common
     Stock of the Company pursuant to commercial and equity agreements approved
     by the Board of Directors with additional partners who may provide
     deployment and/or operation services to the Company.

          (d) The Company and the Existing Investors hereby consent to the
amendment of the definition of "Purchaser" contained in Section 1.1 of the
Rights Agreement, and acknowledge that the execution of this Consent and
Amendment by the holders of a majority of the Registrable Securities (as defined
in the Rights Agreement) shall so amend the Rights Agreement, as follows:

               "Purchaser" means all Prior Investors, each Series D Investor,
     the Warrantholders and each holder of [*] Shares.

[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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          (e) The Company and the Existing Investors hereby consent to the
amendment of the definition of "Purchasers" contained in Section 1.1 of the
Rights Agreement, and acknowledge that the execution of this Consent and
Amendment by the holders of a majority of the Registrable Securities (as defined
in the Rights Agreement) shall so amend the Rights Agreement, as follows:

               "Purchasers" means all Prior Investors, each Series D Investor,
     the Warrantholders and each holder of [*] Shares, referred to collectively.

          (f) The Company and the Existing Investors hereby consent to the
amendment of the definition of "Registrable Securities" contained in Section 1.1
of the Rights Agreement, and acknowledge that the execution of this Consent and
Amendment by the holders of a majority of the Registrable Securities (as defined
in the Rights Agreement) shall so amend the Rights Agreement, as follows:

               "Registrable Securities" means (i) the Conversion Stock, (ii) any
     Common Stock of the Company issued or issuable in respect of the Conversion
     Stock or other securities issued or issuable pursuant to the conversion of
     the Preferred upon any stock split, stock dividend, recapitalization, or
     similar event (a "Recapitalization"), or any Common Stock otherwise issued
     or issuable with respect to the Preferred, (iii) with respect to Section 2
     herein (other than Sections 2.4, 2.6 and 2.7), the shares of Common Stock
     of the Company issued or issuable upon conversion of the Preferred Stock
     issued or issuable upon exercise of the Lender Warrant, (iv) the Common
     Stock of the Company issued or issuable upon exercise of the Benchmark
     Warrants, the EGI Warrants, the CBS Warrants, the Disney Warrant, the GECC
     Warrant, the Microsoft Warrant, the [*] Warrants, the [*] Warrant, the [*]
     Warrants, the Thomson Warrant and the Vulcan Warrant, (v) the [*] Shares
     and (vi) any future issuances of Common Stock and/or warrants to purchase
     Common Stock of the Company pursuant to commercial and equity agreements
     approved by the Board of Directors with additional partners who may provide
     deployment and/or operation services to the Company; provided, however,
     that shares of Common Stock or other securities shall be treated as
     Registrable Securities only if and so long as they have not been (A) sold
     to or through a broker or dealer or underwriter in a public distribution or
     a public securities transaction, whether in a registered offering, Rule 144
     transaction or otherwise, or (B) sold or are available for sale, in the
     written opinion of counsel to the Company, in a transaction exempt from the
     registration and prospectus delivery requirements of the Securities Act,
     such that all transfer restrictions and restrictive legends with respect
     thereto are removed upon the consummation of such sale.

          (g) The Company and the Existing Investors hereby consent to the
amendment of Section 2.14 (iii)(D) of the Rights Agreement, and acknowledge that
the execution of this Consent and Amendment by the holders of a majority of the
Registrable Securities (as defined in the Rights Agreement) shall so amend the
Rights Agreement to add the underlined text as indicated following:

[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.


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          2.14 (iii)(D) "such transferee is a corporation, partnership, or
     limited liability entity and in such case, an affiliate (within the meaning
     of Rule 501(b) of the Securities Act) of GECC or NBC or [*]."

          (h) The Company and the Existing Investors hereby consent to the
addition of a new Section 2.6B to the Rights Agreement, and acknowledge that the
execution of this Consent and Amendment by the holders of a majority of the
Registrable Securities shall amend the Rights Agreement, which new section shall
grant [*] certain additional rights to request registration of the shares of
Common Stock issuable upon exercise of the [*] Warrants as follows:

          2.6B REGISTRATION ON FORM S-3 FOR [*].

          (a)  Commencing on June 30, 2002, [*] or its permitted transferees
     pursuant to Section 2.14 hereof may request that the Company file a
     registration statement on Form S-3 (or any successor form to Form S-3) for
     a public offering of shares of the Registrable Securities held by [*],
     provided that the reasonably anticipated aggregate offering price to the
     public of which, net of underwriting discounts and commissions, would
     exceed $1,000,000, and provided further that the Company is a registrant
     entitled to use Form S-3 to register the Registrable Securities for such an
     offering. If [*] makes such a request, the Company shall use diligent
     efforts to cause such Registrable Securities to be registered for such
     offering on such form within sixty (60) days of [*]'s request and to cause
     such Registrable Securities to be qualified in such jurisdictions as [*]
     may reasonably request; provided, however, that the Company shall not be
     required to effect more than one registration under this Section 2.6B. The
     substantive provisions of Section 2.4(b) shall be applicable to any
     registration initiated under this Section 2.6A.

          (b)  Notwithstanding the foregoing, the Company shall not be obligated
     to take any action pursuant to this Section 2.6B: (i) in any particular
     jurisdiction in which the Company would be required to execute a general
     consent to service of process in effecting such registration, qualification
     or compliance unless the Company is already subject to service in such
     jurisdiction and except as may be required by the Securities Act; (ii) if
     the Company, within ten (10) days of the receipt of [*]'s request, gives
     notice of its bona fide intention to effect the filing of a registration
     statement with the Commission within ninety (90) days of receipt of such
     request (other than with respect to a registration statement relating to a
     Rule 145 transaction, an offering solely to employees or any other
     registration which is not appropriate for the registration of Registrable
     Securities); (iii) during the period starting with the date sixty (60) days
     prior to the Company's estimated date of filing of, and ending on the date
     six (6) months immediately following, the effective date of any
     registration statement pertaining to securities of the Company (other than
     a registration of securities in a Rule 145 transaction or with respect to
     an employee benefit plan), provided that the Company is actively employing
     in good faith all reasonable efforts to cause such registration statement
     to become effective; or (iv) if the Company shall furnish to [*] a
     certificate signed by the President of the Company stating that in the good
     faith judgment of the Board of Directors it would be seriously detrimental
     to the Company or its shareholders for registration statements to be filed
     in the near future, in which case the Company's obligation to file a
     registration



[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.


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     statement shall be deferred for a period not to exceed one hundred twenty
     (120) days from the receipt of the request to file such registration by
     [*].

          (i) The Company and the Existing Investors hereby consent to the
amendment of Section 5.2 of the Rights Agreement, and acknowledge that the
execution of this Consent and Amendment by the holders of a majority of the
Registrable Securities (as defined in the Rights Agreement) shall so amend the
Rights Agreement, as follows:

          5.2  ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the full
     and entire understanding and agreement between the parties with regard to
     the subjects hereof and thereof, and no party shall be liable or bound to
     any other party in any manner by any warranties, representations or
     covenants except as specifically set forth herein and therein. Except as
     expressly provided herein, neither this Agreement nor any term hereof may
     be amended, waived, discharged or terminated other than by a written
     instrument signed by the party against whom enforcement of any such
     amendment, waiver, discharge or termination is sought; provided, however,
     that holders of a majority of the Registrable Securities may, with the
     Company's prior written consent, waive, modify or amend on behalf of all
     holders, any provisions hereof, except that any such waiver, modification
     or amendment that affects a Purchaser in a manner or to an extent more
     adverse than any other Purchaser shall require the prior written consent of
     such Purchaser. Notwithstanding the foregoing, this Agreement may be
     amended with only the Company's prior written consent for the sole purpose
     of including under this Agreement and granting registration rights set
     forth in Section 2 hereof to additional persons or entities with whom the
     Company may enter into commercial and equity agreements similar in scope to
     the agreements between the Company and [*].

                  [Remainder of Page Intentionally Left Blank]













[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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     3. COUNTERPARTS.

          This Agreement may be signed in any number of counterparts, each of
     which shall constitute an original and all of which together shall
     constitute one instrument.


COMPANY                                      EXISTING INVESTOR

WINK COMMUNICATIONS, INC.                    ___________________________________
                                             Print Name of Investor



By: ___________________________________      By: _______________________________

Name: _________________________________      Name: _____________________________

Title: ________________________________      Title: ____________________________



[*]



By: ___________________________________

Name: _________________________________

Title: ________________________________


[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

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