<PAGE>
                                                                     EXHIBIT 4.5

                            WINK COMMUNICATIONS, INC.


                            CONSENT AND AMENDMENT OF
                            INVESTOR RIGHTS AGREEMENT


         This Consent and Amendment of Investor Rights Agreement (the
"Agreement") is effective as of January __, 2001 by and among Wink
Communications, Inc., a Delaware corporation (the "Company"), Comcast Wink,
Inc., a Delaware corporation ("Comcast"), 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 Comcast
warrants to purchase up to a maximum of 1,250,000 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 "Comcast Warrant")
in connection with Comcast's commitment to deploy the Company's Wink Service to
its subscribers pursuant to the Cable Affiliation Agreement dated November 21,
2000 between the Company and Comcast;

         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
Comcast certain registration rights in connection with the shares issuable upon
exercise of the Comcast Warrant;

         WHEREAS, in order to grant registration rights in connection with the
issuance of the Comcast Warrant, 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 Comcast, in connection with the issuance of the Comcast Warrant, 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 Comcast shall be each treated as an
"Investor" and "Holder" thereunder with respect to the shares issuable upon
exercise of the Comcast Warrant for all purposes of Section 2, as amended
hereby. In particular, Comcast'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.
<PAGE>
         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 "Comcast Warrant" 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:

                           "Comcast Warrant" shall mean the warrants to purchase
         up to a maximum of 1,250,000 shares of Common Stock (subject to
         appropriate adjustment in the event of any stock split, dividend,
         recombination, recapitalizations and the like) issued to Comcast Wink,
         Inc. ("Comcast") pursuant to that certain Common Stock Purchase Warrant
         dated November 21, 2000 between the Company and Comcast, and the Common
         Stock issued upon the exercise of such warrants.

                  (b) 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 Adelphia Warrants, the EchoStar Warrant, the
                  Comcast Warrant, 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.

                  (c) 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 and the Warrantholders.

                  (d) 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 and the Warrantholders, referred to collectively.

                  (e) 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


                                       2
<PAGE>
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 Adelphia Warrants, the EchoStar Warrant, the
         Comcast Warrant, the Thomson Warrant and the Vulcan Warrant, 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.

                  (f) 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 which 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


                                       3
<PAGE>
         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 each of the Deployment Partners.

                  [Remainder of Page Intentionally Left Blank]


                                       4
<PAGE>
         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:
      ---------------------------------       ----------------------------------



COMCAST WINK, INC.



By:
   -----------------------------------

Name:
     ---------------------------------

Title:
      --------------------------------




                                       5