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The following is an excerpt from a S-1/A SEC Filing, filed by WINK COMMUNICATIONS INC on 8/17/1999.
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WINK COMMUNICATIONS INC - S-1/A - 19990817 - PROSPECTUS_SUMMARY

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully.

WINK COMMUNICATIONS

Wink Communications provides a complete end-to-end system for low-cost electronic commerce on television. Our system, Wink Enhanced Broadcasting, allows advertisers, merchants and broadcast and cable networks to create interactive enhancements to traditional television advertisements and programs. With a click of their remote control during an enhanced program or advertisement, viewers can purchase merchandise, or request product samples, coupons or catalogues. Similarly, viewers can use Wink to access program-related information, such as news, sports and weather, participate in votes and polls, and play along with gameshows.

Our business plan is to derive the primary portion of our future revenues from transaction fees charged to advertisers and merchants for each purchase order or other request for information. Several national advertisers have agreed to create and air Wink-enhanced advertisements. In order to encourage these and other advertisers and merchants to use Wink, our immediate goal is to maximize the presence of Wink Enhanced Broadcasting in television households. To this end, we have established relationships with, and licensed our technology to, 60 key participants from many segments of the television industry. For example:

- the four largest broadcast networks and 16 cable networks have agreed to air Wink-enhanced programming and advertising;

- five of the six largest cable operators in the United States have agreed to distribute Wink-enhanced programming and advertising in some of their local markets, and the largest direct broadcast satellite operator in the United States, DIRECTV, has agreed to distribute Wink-enhanced programming and advertising nationwide;

- Microsoft Corporation has agreed to develop, market and distribute Wink-enhanced programming and advertising on Microsoft's television platforms; and

- several of the leading set-top box and television manufacturers have agreed to incorporate Wink's technology into their products.

A number of key strategic and financial investors have invested in Wink, including set-top box and television manufacturers, such as General Instrument, Scientific Atlanta and Toshiba, as well as Microsoft, GE Capital, Vulcan Ventures (controlled by Paul Allen) and Hughes Electronics Corporation, the parent of DIRECTV.

We began the roll-out of our service in the United States in June 1998, and we currently serve viewers in select cable markets in California, Connecticut, Illinois, Missouri and Tennessee. In addition, Wink Enhanced Broadcasting has been offered by Wink licensees in Japan since October 1996.

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MARKET OPPORTUNITY

Television is one of the most pervasive communications media in society today. As a result, television advertising is considered to be one of the most effective methods of building brand recognition and general consumer awareness of products and services. Despite the fact that traditional television broadcasting, cable and direct broadcast satellite television systems do not provide an integrated means for viewers to respond to programs and advertisements, the Direct Marketing Association estimates approximately $91 billion of goods and services were purchased through direct response television programming and advertising in 1998. Many advanced analog and digital set-top boxes and television sets already in consumers' homes can provide a platform for interactive television. We believe that an opportunity exists for a simple, immediate, inexpensive and automated method of responding to direct response advertising on television.

BUSINESS STRATEGY

Our objective is to capitalize on the pervasiveness and popularity of television to create a mass market medium for sales lead generation and electronic commerce by:

- increasing the presence of Wink Enhanced Broadcasting in television households by promoting the deployment of Wink software to set-top boxes already in consumers' homes and promoting the deployment of new Wink-enabled set-top boxes and television sets;

- offering viewers a free, easy-to-use, entertaining and informative interactive television experience;

- expanding the availability of Wink-enhanced direct response offers by working with our broadcast and cable network partners to enlist advertisers to add Wink enhancements to their television advertisements; and

- benefiting multiple participants in the television industry by offering new opportunities for generating revenue and cost savings while preserving traditional revenue streams and customer relationships.

Our success will depend upon the broad acceptance of the concept of enhanced broadcasting by industry participants. To date, we have derived substantially all of our revenue from license and engineering fees and charter advertising fees. We have not derived any revenue from viewer response activities.

Wink was incorporated in California in October 1994 and reincorporated in Delaware in August 1999. Our principal executive office is located at 1001 Marina Village Parkway, Alameda, California 94501 and our telephone number is
(510) 337-2950.

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THE OFFERING

Common stock offered by:

     Wink...........................      4,000,000 shares
     Selling stockholders...........        200,000 shares
                       ---------------------------------------------------------
          Total.....................      4,200,000 shares


Common stock to be outstanding after
this offering.......................     28,475,646 shares


Use of proceeds.....................     For working capital and other general
                                         corporate purposes, including expansion
                                         of our sales and marketing efforts, our
                                         research and development activities and
                                         our viewer response system, the Wink
                                         Response Network. We will not receive
                                         any proceeds from the shares sold by
                                         the selling stockholders. See "Use of
                                         Proceeds."

Proposed Nasdaq National Market
symbol..............................     WINK

The number of shares of common stock to be outstanding after this offering is based on:

- shares outstanding as of June 30, 1999; plus

- 1,260,000 shares of convertible preferred stock issued in July 1999; plus

- 863,200 shares of common stock which are expected to be issued on exercise of warrants that expire upon completion of this offering.

The above number excludes:

- 4,069,314 shares of common stock issuable upon exercise of outstanding options at June 30, 1999;

- 3,000,000 shares reserved for future issuance under our employee stock plans after this offering; and

- an aggregate of 1,692,500 shares of common stock subject to warrants that are expected to remain outstanding after this offering.

See "Capitalization," "Management -- Employee Benefit Plans" and Notes 2, 7, 8 and 9 of Notes to Consolidated Financial Statements.

Generally, unless otherwise indicated, all information in this prospectus:

- gives effect to the conversion of all outstanding convertible preferred stock to common stock upon the closing of the offering, including the convertible preferred stock issued in July 1999;

- gives effect to our reincorporation in Delaware, which was completed in August 1999; and

- assumes no exercise of the underwriters' over-allotment option.

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SUMMARY CONSOLIDATED AND PRO FORMA FINANCIAL DATA

The following table summarizes the consolidated financial data for our business. You should read the data set forth below together with our "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Consolidated Financial Statements and related Notes included elsewhere in this prospectus.

                                                                                   SIX MONTHS ENDED
                                                YEAR ENDED DECEMBER 31,                JUNE 30,
                                         --------------------------------------   ------------------
                                          1995      1996      1997       1998      1998       1999
                                                    (IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT OF OPERATIONS
  DATA:
Revenues...............................  $   100   $   348   $   619   $    517   $   290   $    620
Operating expenses.....................    2,320     6,484    10,275     15,212     6,383     11,360
Loss from operations...................   (2,220)   (6,136)   (9,656)   (14,695)   (6,093)   (10,740)
Net loss...............................   (2,148)   (5,884)   (9,166)   (14,036)   (5,777)    (9,201)
                                         =======   =======   =======   ========   =======   ========
Net loss per share:
  Basic and diluted....................  $ (0.37)  $ (0.91)  $ (1.25)  $  (1.57)  $ (0.66)  $  (0.92)
                                         =======   =======   =======   ========   =======   ========
  Weighted average shares..............    5,860     6,432     7,337      8,954     8,695      9,965
Pro forma net loss per share:
  Basic and diluted....................                                $  (0.92)            $  (0.52)
                                                                       ========             ========
  Weighted average shares..............                                  15,198               17,832

                                                                        AT JUNE 30, 1999
                                                            -----------------------------------------
                                                            ACTUAL      PRO FORMA
                                                                      (IN THOUSANDS)    AS ADJUSTED
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments.........  $73,456      $79,111          $134,061
Working capital...........................................   55,432       78,307           133,257
Total assets..............................................   76,717       82,372           137,322
Convertible promissory note -- related party..............   15,120           --                --
Long-term obligations, less current portion...............      140          140               140
Total stockholders' equity................................   57,392       78,307           133,257

In reviewing the above data, you should consider the following:

- Operating expenses include non-cash charges for stock compensation and warrant amortization totaling $283,000, $4,000, $455,000, $1,256,000, $622,000 and $2,952,000 for the years ended December 31, 1995, 1996, 1997 and 1998, and for the six months ended June 30, 1998 and 1999, respectively. See Notes 2, 7, 8 and 9 of Notes to Consolidated Financial Statements.

- See Note 2 of Notes to Consolidated Financial Statements for a discussion of the computation of historical and pro forma basic and diluted net loss per share and weighted average shares outstanding. Share information for all periods presented has been retroactively adjusted to reflect a 10-for-1 split of common stock and preferred stock in July 1995.

- The Consolidated Balance Sheet Data for the period ended June 30, 1999 is presented on a pro forma basis to reflect the issuance of convertible preferred stock in July 1999 and the anticipated exercise of warrants that expire upon completion of this offering. See "Capitalization."

- The Consolidated Balance Sheet Data for the period ended June 30, 1999 also is presented as adjusted to reflect the sale of shares of common stock offered hereby, at an assumed initial public offering price of $15.00 per share and the application of the net proceeds therefrom. See "Use of Proceeds," "Capitalization" and "Underwriting."

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RISK FACTORS

You should carefully consider the risks described below before buying shares in this offering.

WE EXPECT TO INCUR SUBSTANTIAL OPERATING AND NET LOSSES

We have a limited operating history, which makes the prediction of future results difficult. We have incurred significant net losses since inception and, at June 30, 1999, had an accumulated deficit of $40.5 million. To date, we have recognized minimal revenue and our ability to generate revenue is subject to substantial uncertainty. In addition, we currently intend to incur substantial operating expenses to fund additional technological development, sales, marketing, transaction processing and general activities. For example, we expect that our total operating expenses for the year ended December 31, 1999 will be $20 to $25 million.

OUR LIMITED OPERATING HISTORY AND THE EMERGING MARKET FOR INTERACTIVE TELEVISION MAKE OUR FUTURE FINANCIAL RESULTS UNPREDICTABLE

Our future revenue prospects, particularly those derived from viewer response activities, are subject to a high degree of uncertainty. Currently, we derive revenue from license fees and engineering fees. In the future, however, we anticipate that our revenues will depend substantially on the level of viewer response activity. Our experience with viewer responses is extremely limited. In addition, our expense levels are based largely on our operating plans and estimates of future revenue. We may be unable to adjust spending in a timely manner to compensate for any unexpected shortfall in revenues. As a result, a shortfall in actual revenues as compared to estimated revenues could have an immediate material adverse effect on our financial performance.

IF TELEVISION VIEWERS DO NOT RESPOND TO WINK ENHANCEMENTS, WE WILL NOT GENERATE SUFFICIENT REVENUES TO CONDUCT OUR BUSINESS

Our success will depend heavily upon broad acceptance of Wink Enhanced Broadcasting by television viewers. If significant numbers of viewers do not request information or purchase goods and services in response to Wink-enhanced programming and advertising, advertisers and merchants are likely to terminate their use of Wink-enhanced advertising or never adopt Wink Enhanced Broadcasting. Viewers may not react favorably to Wink Enhanced Broadcasting for various reasons, including:

- they may feel that responding to Wink-enhanced programming and advertising is too complex or interferes with viewing television; or

- they may be concerned about security or privacy issues relating to the transmission of their personal information through an electronic medium.

IF ADVERTISERS AND MERCHANTS DO NOT CREATE AND USE WINK-ENHANCED ADVERTISING, WE WILL NOT GENERATE REVENUES SUFFICIENT TO CONDUCT OUR BUSINESS

Since our business plan is premised upon receiving the primary portion of our revenue directly from advertisers and merchants, our business will suffer if advertisers and merchants do not create and use Wink-enhanced advertising. In addition, if advertisers and merchants are unwilling to pay on

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a fee-per-transaction basis, we will not be able to execute our business plan, as it currently exists. To date, we have received no commitments for advertisements that provide for a fee-per-transaction.

Under our "Charter Advertiser" program, our charter advertisers have agreed to use only reasonable efforts to add Wink enhancements to a specified number of their advertisements through various dates in 1999 and 2000. We do not currently have any commitments for advertising beyond 2000. If we are unable to successfully negotiate favorable agreements with our charter advertisers and additional advertisers for periods beyond 1999, our business will suffer.

IF CABLE AND DIRECT BROADCAST SATELLITE SYSTEM OPERATORS DO NOT IMPLEMENT WINK ENHANCED BROADCASTING, WE WILL BE UNABLE TO DISSEMINATE WINK-ENHANCED PROGRAMMING AND ADVERTISING TO CONSUMER HOMES

If Wink Enhanced Broadcasting is not broadly accepted by cable and direct broadcast satellite system operators, our business plan will not succeed. These operators may choose not to implement Wink Enhanced Broadcasting for a variety of reasons. Operators typically have numerous potential new services to offer their subscribers and limited resources with which to implement these services. They may not offer Wink Enhanced Broadcasting if it is not more attractive than other available services. Also, because some older model Wink-capable set-top boxes have insufficient memory capacity to include Wink enhancements without limiting the operation of existing or contemplated services, operators may be unwilling to offer the Wink services for these set-top boxes. In addition, Wink Enhanced Broadcasting responses and purchase requests by cable subscribers can only be returned to cable operators if the cable operators have deployed systems that enable transmission on a two-way basis. Cable operators are under no obligation to deploy systems on a two-way basis. If these operators are unable or unwilling to deploy systems on a two-way basis, responses to Wink Enhanced Broadcasting cannot be collected.

Our agreements with cable and direct broadcast satellite system operators do not ensure that they will deploy Wink Enhanced Broadcasting. Our agreements with cable system operators are limited and generally set forth only a framework and pricing for the operators' local cable systems to adopt Wink Enhanced Broadcasting, should they choose to do so. In many cases, actual deployment of Wink Enhanced Broadcasting may be subject to additional negotiation and agreement with each local system. As a result, we cannot predict with any certainty whether Wink Enhanced Broadcasting will be deployed in any new cable markets or, if deployed, the timing of the deployment. Similarly, our agreement with DIRECTV does not require DIRECTV to make Wink Enhanced Broadcasting available on all models of DIRECTV-compatible set-top boxes, or to any particular number of households or set-top boxes during the term of the agreement. In addition, to deploy Wink Enhanced Broadcasting through DIRECTV, we must enter into separate agreements with the manufacturers of DIRECTV-compatible set-top boxes. Although we have reached an agreement with the two leading manufacturers of DIRECTV-compatible set-top boxes, we may not be able to negotiate agreements with other manufacturers on favorable terms, or at all.

IF BROADCAST AND CABLE NETWORKS DO NOT AIR WINK-ENHANCED ADVERTISEMENTS, WE WILL NOT GENERATE REVENUES FROM ADVERTISERS AND MERCHANTS

Because Wink enhancements are only available to viewers of networks that have adopted Wink Enhanced Broadcasting, we must rely upon networks to air Wink-enhanced advertising and programming in order to execute our business plan. While we have entered into agreements with 16 cable networks and four broadcast networks, these agreements generally commit the networks to use only reasonable efforts to air a specified amount of Wink-enhanced programming and do not require a

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Wink programming enhancement to be available at all times during this programming. In addition, NBC's commitment to air Wink-enhanced programming has expired, although NBC continues to air such programming. Moreover, our agreements allow the networks to select the programming to be enhanced at their discretion, and do not require the networks to employ enhanced broadcasting for all types of programming. Our agreements with networks are short-term (generally one to eight years) and generally can be terminated after one year. Some networks can also terminate their agreements with us early upon the occurrence of certain events, including our failure to achieve specific performance requirements. The termination of one or more of these agreements, or our failure to enter into additional agreements and to increase programming commitments substantially, may prevent us from generating sufficient revenues to conduct our business.

IF SET-TOP BOX AND TELEVISION MANUFACTURERS DO NOT INCORPORATE OUR SOFTWARE INTO THEIR PRODUCTS, WE WILL BE UNABLE TO DISSEMINATE WINK-ENHANCED PROGRAMMING AND ADVERTISING TO CONSUMERS' HOMES

Because Wink programming enhancements can only be viewed with an advanced analog or digital set-top box or Wink-enabled television set, the success of our business will depend heavily on the wide-spread availability and use of these products. Currently, in the United States, there are only a limited number of Wink-enabled televisions and Wink-enabled set-top boxes deployed. Accordingly, if set-top box and television manufacturers do not significantly increase the availability of Wink-enabled set-top boxes and television sets, Wink-enhanced programming and advertising will not be available to large numbers of consumers.

While we have licensed Wink technology to General Instrument, Scientific Atlanta and Pioneer for incorporation into their digital and advanced analog cable set-top boxes and to Thomson Consumer Electronics and Hughes Network Systems for incorporation into their DIRECTV-compatible set-top boxes, these agreements do not commit these parties to incorporate our software into their products. In addition, our existing and future agreements with cable and DIRECTV-compatible set-top box manufacturers may not result in the production, marketing, distribution or sale of a significant number of Wink-enabled set-top boxes. Moreover, any of these agreements may be terminated.

WE WILL INCUR SUBSTANTIAL LIABILITY IF WINK ENHANCED BROADCASTING FAILS TO GENERATE SUFFICIENT REVENUE TO MEET OUR REVENUE GUARANTEES AND OTHER OBLIGATIONS

We have entered into agreements with Microsoft, cable and direct broadcast satellite system operators and other market participants to share with these entities a portion of revenues, if any, we generate from viewer responses to Wink Enhanced Broadcasting. For certain cable and direct broadcast satellite system operators, we have provided a minimum revenue guarantee if the operator meets a minimum volume threshold for Wink Engines deployed. These guarantees range from $2 to $5 per year per Wink-enabled home. In addition, we have made minimum revenue guarantees to Microsoft ranging from $2 to $4 per year per Wink-enabled device in which Microsoft controls the operating system, application environment and content and data services, in exchange for certain rights to process viewer responses to enhanced television offers. If Wink Enhanced Broadcasting fails to generate sufficient revenue to meet the guaranteed amount per Wink subscriber, we are required to pay the difference between the guaranteed amount and the amount actually earned by the operator or Microsoft. These liabilities may be substantial. See Notes 6 and 9 of Notes to Consolidated Financial Statements.

We have also agreed to provide marketing and technical development funds to a number of cable and direct broadcast satellite system operators, contingent upon the commercial launch of Wink

7

Enhanced Broadcasting, including in some cases a per set-top box fee of up to $3.50. See Note 6 of Notes to Consolidated Financial Statements.

OUR ABILITY TO GENERATE REVENUES WILL SUFFER IF CREATORS OF PROGRAMMING OR ADVERTISING DO NOT CREATE HIGH-QUALITY CONTENT

In order for Wink to motivate viewers to interact with Wink-enhanced programming and advertising, creators of programming and advertising must develop and integrate high-quality Wink Enhanced Broadcasting content. If they fail to do so, viewers may not respond to Wink-enhanced programming, which would impair our ability to generate revenue.

THE FAILURE OF THE WINK RESPONSE NETWORK TO PERFORM EFFECTIVELY AND RELIABLY WILL AFFECT OUR ABILITY TO EARN TRANSACTION FEE REVENUES

An essential part of our strategy is the generation of high volumes of commercial transaction traffic through the Wink Response Network, in conjunction with related information systems at broadcast and cable networks, cable and direct broadcast satellite system operators, advertisers and merchants. Consequently, the inability by us or our strategic partners, to operate and maintain the required transaction-processing systems and associated infrastructure for the Wink Response Network or the subsequent occurrence of significant system interruptions or errors, would affect our ability to:

- consistently execute viewer response transactions;

- maintain satisfactory levels of customer service; and

- attract and retain strategic relationships in the television industry.

We have only recently begun capturing and routing transaction responses through the Wink Response Network on a very limited basis. We have no experience routing large numbers of transactions. We may not be able to accurately predict and prepare for significant increases in response transactions, if any, or to effectively implement any necessary system changes, expansion and upgrades in a timely manner. We may also be required to change or upgrade the Wink Response Network in order to respond to changes in the information systems used by advertisers, merchants, networks or cable or direct broadcast satellite system operators.

THE EMERGING NATURE OF THE MARKET FOR INTERACTIVE TELEVISION MAY CREATE SIGNIFICANT FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS, WHICH COULD RESULT IN A DECLINE IN THE TRADING PRICE OF OUR COMMON STOCK

Our future quarterly operating results may fluctuate significantly due to a number of factors related to the emerging market for interactive television, including:

- the amount of transaction-processing activity through the Wink Response Network;

- the timing and success of infrastructure upgrades necessary to support deployment by industry participants;

- the timing of the change, if any, in the basis of our relationships with advertisers and merchants from a fixed flat fee arrangement to a fee-per-transaction arrangement; and

- the effect of stock-based incentives provided to various industry participants.

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Due to these factors, it is possible that our operating results in one or more future quarters will fail to meet or exceed the expectations of securities analysts or investors. In such event, the trading price of our common stock would likely decline. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

WE FACE COMPETITION FROM A NUMBER OF COMPANIES WHICH MAY BE IN A BETTER POSITION TO COMPETE IN OUR INDUSTRY

Many of our competitors may be in a better position to produce and market their services due to their greater financial, technical, manufacturing and marketing resources. As a result, we may not be able to compete effectively. Our competitors may also have the support of, or relationships with, important industry participants which could adversely affect the extent of support these market participants give to Wink Enhanced Broadcasting.

Current and potential competitors in one or more aspects of our business include television and other system software companies, interactive television system providers and multimedia authoring tool providers. We also face competition from other providers and companies operating in the direct marketing business, especially operators of toll-free response call centers. See "Business -- Competition."

WE NEED TO ADAPT TO TECHNOLOGICAL CHANGE IN A MARKET THAT MAY NEVER FULLY DEVELOP OR MAY DEVELOP WITH STANDARDS THAT ARE NOT COMPATIBLE WITH OUR TECHNOLOGY.

The emerging and unsettled market for interactive television will require that we continually improve the performance, features and reliability of Wink Enhanced Broadcasting, particularly in response to competitive offerings. We may not be successful in responding quickly, cost-effectively and adequately to these developments. The introduction of new technologies or standards for enhanced broadcasting could render Wink Enhanced Broadcasting obsolete or unmarketable. In addition, the widespread adoption of new television technologies or standards, cable-based or otherwise, could require us to make substantial expenditures to modify or adapt our technology, products, services, network or business model.

WE ARE DEPENDENT ON THE SERVICE OF OUR CHIEF EXECUTIVE OFFICER, AS WELL AS OUR TECHNICAL PERSONNEL

Our future success and performance is substantially dependent on the continued services and performance of our senior management and other key personnel, especially our chief executive officer. Our performance also depends on our ability to retain and motivate our officers and key employees. The loss of the services of any of our executive officers or other key employees could materially adversely affect our business. We do not have long-term employment agreements with any of our key personnel. Our future success also depends on our ability to identify, attract, hire, train, retain and motivate other highly qualified technical, managerial, sales, marketing and customer service personnel. Competition for such personnel, especially software programmers and film engineers, is particularly intense in the San Francisco bay area.

WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY, WHICH COULD IMPAIR OUR ABILITY TO COMPETE

Because our ability to compete is dependent in part upon our internally developed, proprietary intellectual property, our competitive position will suffer if we do not adequately protect our intellectual property rights. We rely on patent, trademark, trade secret and copyright law, as well as

9

confidentiality procedures and licensing arrangements to establish and protect these rights. Despite these precautions, a third party could copy or otherwise obtain and use our products or technology without authorization, or develop similar technology independently through reverse engineering or other means. Litigation may be necessary in the future to enforce our intellectual property rights. Such litigation could result in substantial costs and diversion of resources.

INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS MAY BE ASSERTED AGAINST US, WHICH COULD DISRUPT OUR BUSINESS.

If third parties assert claims of infringement of their proprietary rights against us, we will incur significant costs and a diversion of resources with respect to the defense of these claims. If any claims or actions are asserted against us, we may seek to obtain a license under a third party's intellectual property rights. However, a license under such circumstances may not be available on reasonable terms, if at all.

On August 6, 1998, John L. Berman, an individual, filed suit against us in the U.S. District Court in the Northern District of California, alleging that we infringed his patents for an interactive television graphics interface and for a method and apparatus for applying overlay images. If we fail to defend these allegations successfully, our business and financial performance may be adversely affected.

OUR COMPUTER SYSTEMS AND SOFTWARE AND THOSE OF OUR SOFTWARE AND HARDWARE PROVIDERS AND THIRD PARTY NETWORK PROVIDERS MAY NOT BE YEAR 2000 COMPLIANT, WHICH MAY DISRUPT OUR OPERATIONS

We face risks associated with the fact that many electronic devices, systems and applications may not recognize calendar dates beginning in the Year 2000. This could result in system failures or miscalculations causing disruptions of our operations, including a temporary inability to transmit our enhancements and receive and process viewer responses. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

WE MAY NOT BE ABLE TO MAINTAIN THE SECURITY OF VIEWER TRANSACTION RESPONSES, WHICH COULD ADVERSELY AFFECT OUR REPUTATION AND ABILITY TO ATTRACT VIEWER RESPONSES

A significant barrier to communications and commerce through Wink Enhanced Broadcasting is the need for secure transmission of confidential information, such as credit card numbers, over public networks. A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. We may be required to expend significant capital and other resources to protect against these security breaches or to alleviate problems caused by these breaches. We intend to rely on third parties for call center operators and data center processing under confidentiality agreements, and we have no direct control over the confidentiality or security practices of these parties. Negligent or hostile actions by third parties or other events or developments may result in a compromise or breach of our current or future systems designed to protect customer transaction data. Any such compromise of security could materially adversely affect our reputation and ability to attract viewer responses and may expose us to a risk of loss or litigation and potential liability. Moreover, concerns over the security of communications and commerce through enhanced broadcasting may inhibit the growth of enhanced broadcasting, especially as a means of conducting commercial transactions.

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GOVERNMENT REGULATIONS MAY ADVERSELY AFFECT OUR ABILITY TO BROADLY TRANSMIT WINK ENHANCED BROADCASTING AND CAPTURE MARKETING DATA

Governmental regulation of the telecommunications, media, broadcast and cable television industries may adversely affect the ability of Wink and other market participants to transmit Wink Enhanced Broadcasting. In addition, future legislation or regulatory requirements regarding privacy issues could be enacted to require notification to users that captured data may be used by marketing entities to target product promotion and advertising to that user.

OUR DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS WILL BE ABLE TO CONTROL SIGNIFICANT CORPORATE MATTERS AS A RESULT OF THEIR CONCENTRATED OWNERSHIP OF WINK COMMON STOCK

Our current directors, executive officers and principal stockholders and their affiliates will beneficially own approximately 31.6% of the outstanding common stock of Wink upon completion of this offering, based on shares outstanding as of June 30, 1999, plus shares of convertible preferred stock issued in July 1999 and shares that are expected to be issued upon exercise of warrants that expire upon completion of this offering. If the underwriters' over-allotment option is exercised in full, these persons will own 30.9%. Thus, the directors, executive officers and principal stockholders may be able to control all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control of Wink. See "Principal and Selling Stockholders" and "Description of Capital Stock."

FUTURE SALES OF OUR COMMON STOCK MAY DEPRESS OUR STOCK PRICE

The market price of our common stock could decline as a result of sales of a large number of shares in the market after this offering or the perception that such sales could occur. These factors also could make it more difficult for us to raise funds through future offerings of common stock.

There will be 28,475,646 shares of common stock outstanding immediately after this offering. The 4,200,000 shares sold in this offering will immediately be transferable without restriction in the public market, unless these shares are held by affiliates. Also, an additional 83,750 shares will become eligible for sale on the date of this prospectus or within 180 days after the date of this prospectus. The holders of the remaining 24,191,896 shares are subject to agreements with the underwriters or us that restrict their ability to transfer their stock for 180 days after the date of this prospectus without consent of the underwriters or us. After these agreements expire, 17,993,805 of those shares will be eligible for sale in the public market. See "Shares Eligible for Future Sale."

WE HAVE BROAD DISCRETION TO USE THE OFFERING PROCEEDS

Our management may spend most of the proceeds from this offering in ways with which the stockholders may not agree. The majority of the net proceeds of this offering are not allocated for specific uses other than working capital and general corporate purposes. We cannot assure that the proceeds will be invested to yield a favorable return. See "Use of Proceeds."

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ANTITAKEOVER PROVISIONS OF OUR CHARTER DOCUMENTS MAY AFFECT OUR STOCK PRICE AND INHIBIT A CHANGE OF CONTROL DESIRED BY SOME STOCKHOLDERS

There are provisions in our charter documents, such as the elimination of stockholders' ability to take actions by written consent and limitations on stockholders' ability to raise matters at a meeting of stockholders without giving advance notice, that may delay or prevent a change in control or management. In addition, our Certificate of Incorporation authorizes the Board of Directors to issue preferred stock and to fix its rights and without any approval of the stockholders. The issuance of preferred stock, could make it more difficult for a third party to acquire a majority of the outstanding voting stock of Wink, thereby delaying, deferring or preventing a change in control of Wink. Furthermore, preferred stock may be given other rights, including economic rights senior to the common stock, that affect the market value of our common stock. See "Description of Capital Stock -- Antitakeover Effects of Delaware Law and Certain Provisions of Wink's Certificate of Incorporation and Bylaws."

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements regarding whether and the extent to which Wink Enhanced Broadcasting will be adopted by industry participants, and plans for the introduction of new products and services. We use words such as "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions to identify such forward-looking statements. This prospectus also contains forward-looking statements attributed to certain third parties relating to their estimates regarding the growth of advanced analog and digital set-top box use, increases in spending on direct response television advertising and the growth of electronic commerce. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described under the caption "Risk Factors" and elsewhere in this prospectus.

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USE OF PROCEEDS

The net proceeds we will receive from our sale of 4,000,000 shares of common stock offered hereby are estimated to be approximately $54,950,000. This is based on an assumed initial public offering price of $15.00 per share and after deducting underwriting fees and expenses payable by us. We will receive additional net proceeds of up to approximately $8,790,000 if the underwriters exercise their over-allotment option. We will not receive any proceeds from the sale of shares by the selling stockholders.

We intend to use the net proceeds of this offering for working capital and other general corporate purposes, including expansion of our sales and marketing efforts, research and development activities, and our viewer response network, the Wink Response Network. If necessary, we may also use a portion of the net proceeds of this offering to fund revenue guarantees to industry participants. The amounts actually expended by us for these purposes will depend upon a number of factors, including future revenue growth, the amount of cash generated by our operations and the progress of our efforts to establish Wink Enhanced Broadcasting as a television standard. We may also use a portion of the proceeds to acquire or invest in businesses, products or technologies that are complementary to Wink's, although there are no current commitments regarding any such acquisitions or investments.

Pending such uses, we intend to invest the net proceeds from this offering in investment grade, interest-bearing securities.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We do not currently anticipate paying any cash dividends on our common stock in the foreseeable future and we intend to retain any future earnings for use in the expansion of our business and for general corporate purposes.

13

CAPITALIZATION

The following table sets forth our actual, pro forma and as adjusted capitalization as of June 30, 1999. Our pro forma capitalization gives effect to:

- the issuance of 1,260,000 shares of convertible preferred stock in exchange for cancellation of indebtedness in July 1999 and the anticipated issuance of 863,200 shares of common stock upon exercise of warrants that expire upon completion of this offering; and

- the conversion of all outstanding shares of preferred stock into 12,764,333 shares of common stock and certain amendments to our certificate of incorporation effected after June 30, 1999.

Our as adjusted capitalization gives effect to:

- the issuance and sale of 4,000,000 shares of common stock offered by us in this offering; and

- the application of the estimated net proceeds from the sale of our common stock based on an assumed initial public offering price of $15.00 per share and after deducting estimated underwriting fees and other offering expenses.

                                                                       AT JUNE 30, 1999
                                                              -----------------------------------
                                                               ACTUAL     PRO FORMA   AS ADJUSTED
                                                                    (DOLLARS IN THOUSANDS)
Cash, cash equivalent and short-term investments............  $ 73,456    $ 79,111     $134,061
                                                              ========    ========     ========
Convertible promissory note -- related party................  $ 15,120    $     --     $     --
                                                              ========    ========     ========
Capital lease obligations, less current portion.............  $    140    $    140     $    140
                                                              --------    --------     --------
Stockholders' equity
  Convertible preferred stock, $0.001 par value: issuable in
     series; 13,001,250 shares authorized actual, 5,000,000
     pro forma and as adjusted; 11,504,333 shares issued and
     outstanding actual, none pro forma and as adjusted.....        12          --           --
  Common stock, $0.001 par value: 35,000,000 shares
     authorized actual, 100,000,000 pro forma and as
     adjusted; 10,848,113 shares issued and outstanding
     actual, 24,475,646 pro forma, 28,475,646 as adjusted...        11          25           29
  Additional paid-in capital................................   109,918     130,691      185,637
  Stockholder notes receivable..............................    (2,801)     (2,801)      (2,801)
  Unearned compensation.....................................    (9,288)     (9,288)      (9,288)
  Accumulated deficit.......................................   (40,460)    (40,460)     (40,460)
                                                              --------    --------     --------
     Total stockholders' equity.............................    57,392      78,167      133,117
                                                              --------    --------     --------
          Total capitalization..............................  $ 57,532    $ 78,307     $133,257
                                                              ========    ========     ========

Outstanding shares in the above table excludes:

- 4,069,314 shares of common stock issuable upon exercise of outstanding options at June 30, 1999, at a weighted average exercise price of $5.22 per share;

- 3,000,000 shares reserved for future issuance under our employee stock plans after this offering; and

- 1,692,500 shares of common stock subject to warrants that are expected to remain outstanding after the offering, at a weighted average exercise price of $9.73 per share.

See "Management -- Employee Benefit Plans" and Notes 2, 7, 8 and 9 of Notes to Consolidated Financial Statements.

14

DILUTION

As of June 30, 1999, our pro forma net tangible book value was $78,167,000 or $3.19 per share. Pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities divided by the pro forma number of shares of common stock outstanding after giving effect to the conversion of all outstanding preferred stock into common stock upon the completion of this offering. After giving effect to the issuance and sale of the shares of common stock offered in this offering at an assumed initial public offering price of $15.00 per share (after deducting estimated underwriting fees and other offering expenses payable by us), our adjusted pro forma net tangible book value as of June 30, 1999, would have been $133,117,000 or $4.67 per share. This represents an immediate increase in the pro forma net tangible book value of $1.48 per share to existing stockholders and an immediate dilution of $10.33 per share to new investors. The following table illustrates the per share dilution:

Assumed initial public offering price per share.............             $15.00
  Pro forma net tangible book value per share before the
     offering...............................................    $3.19
  Increase in pro forma net tangible book value per share
     attributable to new investors..........................     1.48
                                                                -----
Adjusted pro forma net tangible book value per share after
  the offering..............................................               4.67
                                                                         ------
Dilution per share to new investors.........................             $10.33
                                                                         ======

The following table summarizes, as of June 30, 1999, the difference between the existing stockholders and the purchasers of shares of common stock in this offering (at an assumed initial public offering price of $15.00 per share) with respect to the number of shares of common stock purchased from us, the total consideration paid and the average price paid per share.

                                                                                      AVERAGE
                                                                                       PRICE
                                   SHARES PURCHASED         TOTAL CONSIDERATION      PER SHARE
                                 ---------------------    -----------------------    ---------
                                   NUMBER      PERCENT       AMOUNT       PERCENT
Existing stockholders........    24,475,646      86.0%    $116,771,000      66.1%     $ 4.77
New investors................     4,000,000      14.0       60,000,000      33.9       15.00
                                 ----------     -----     ------------     -----
          Total..............    28,475,646     100.0%    $176,771,000     100.0%
                                 ==========     =====     ============     =====

The foregoing discussion and tables assume no exercise of any stock options after June 30, 1999 and no exercise of those warrants that will remain outstanding after this offering. As of June 30, 1999, we had outstanding:

- options to purchase 4,069,314 shares of common stock at a weighted average exercise price of $5.22 per share; and

- warrants to purchase 1,692,500 shares of common stock that are expected to remain outstanding after this offering, at a weighted average exercise price of $9.73 per share.

In addition, we have reserved 3,000,000 additional shares for future issuance under our employee stock plans after this offering. To the extent that any of these options or warrants are exercised, there will be further dilution to new investors. See "Management -- Employee Benefit Plans" and Notes 2, 7, 8 and 9 of Notes to Consolidated Financial Statements.

The tables on this page give effect to the issuance of 1,260,000 shares of convertible preferred stock in July 1999 and the anticipated issuance of 863,200 shares of common stock upon exercise of warrants that expire upon completion of this offering.

The second table on this page does not, however, give effect to sales of shares by the selling stockholders. Sales by the selling stockholders in this offering will reduce the number of shares held by existing stockholders to 24,275,646 shares, or 85.3% of the shares outstanding, and will increase the number of shares held by new investors to 4,200,000 shares, or 14.7% of the shares outstanding.

15

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," the Consolidated Financial Statements and notes thereto and other financial information included elsewhere in this prospectus. The consolidated statement of operations data set forth below for the years ended December 31, 1996, 1997 and 1998 and the consolidated balance sheet data as of December 31, 1997 and 1998 are derived from, and are qualified by reference to, our audited Consolidated Financial Statements included elsewhere in this prospectus. The consolidated statement of operations data for the period from October 7, 1994 (inception) through December 31, 1994 and for the year ended December 31, 1995 and the consolidated balance sheet data as of December 31, 1994, 1995 and 1996 are derived from audited Consolidated Financial Statements, which are not included in this prospectus. The consolidated statement of operations data for the six months ended June 30, 1998 and 1999 and the consolidated balance sheet data as of June 30, 1999 are derived from unaudited Consolidated Financial Statements included in this prospectus, which have been prepared on the same basis as the audited Consolidated Financial Statements and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary for fair presentation of such information. Historical results are not necessarily indicative of results for any future period.

                                       OCTOBER 7,
                                          1994
                                      (INCEPTION)
                                        THROUGH                                                SIX MONTHS ENDED
                                      DECEMBER 31,          YEARS ENDED DECEMBER 31,               JUNE 30,
                                      ------------   --------------------------------------   ------------------
                                          1994        1995      1996      1997       1998      1998       1999
                                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT OF OPERATIONS
  DATA:
Revenues:
  Licenses -- related parties.......     $   --      $    --   $    --   $   384   $    174   $    78   $     97
  Licenses -- third parties.........         --           --        --        --        224       113        201
  Services -- related parties.......         --          100       155       148         --        --        198
  Services -- third parties.........         --           --       193        87        119        99        124
                                         ------      -------   -------   -------   --------   -------   --------
         Total revenues.............         --          100       348       619        517       290        620
                                         ------      -------   -------   -------   --------   -------   --------
Costs and expenses(a):
  Cost of services -- related
    parties.........................         --           98       323       162         --        --        142
  Cost of services -- third
    parties.........................         --           --       235       376        513       133         63
  Research and development..........          4          851     2,595     4,384      6,549     2,739      4,160
  Sales and marketing...............         10          899     2,263     3,510      5,578     2,576      5,082
  General and administrative........         11          472     1,068     1,843      2,572       935      1,913
                                         ------      -------   -------   -------   --------   -------   --------
         Total costs and expenses...         25        2,320     6,484    10,275     15,212     6,383     11,360
                                         ------      -------   -------   -------   --------   -------   --------
Loss from operations................        (25)      (2,220)   (6,136)   (9,656)   (14,695)   (6,093)   (10,740)
Interest and other income...........         --           72       279       684        813       394      1,590
Interest expense....................         --           --       (27)     (194)      (154)      (78)       (51)
                                         ------      -------   -------   -------   --------   -------   --------
Net loss............................     $  (25)     $(2,148)  $(5,884)  $(9,166)  $(14,036)  $(5,777)  $ (9,201)
                                         ======      =======   =======   =======   ========   =======   ========
Net loss per share(b):
  Basic and diluted.................     $(0.01)     $ (0.37)  $ (0.91)  $ (1.25)  $  (1.57)  $ (0.66)  $  (0.92)
                                         ======      =======   =======   =======   ========   =======   ========
  Weighted average shares...........      5,100        5,860     6,432     7,337      8,954     8,695      9,965
Pro forma net loss per share(b):
  Basic and diluted.................                                               $  (0.92)            $  (0.52)
                                                                                   ========             ========
  Weighted average shares...........                                                 15,198               17,832

16

                                                                    AT DECEMBER 31,                 AT JUNE 30,
                                                       ------------------------------------------   -----------
                                                       1994    1995     1996     1997      1998
                                                                     (IN THOUSANDS)                    1999
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents............................  $184   $2,909   $4,157   $ 8,530   $16,892     $44,794
Short-term investments...............................    --       --       --     5,452     4,441      28,662
Working capital......................................   (83)   2,218    2,886    11,367    17,443      55,432
Total assets.........................................   260    3,317    5,642    15,629    23,920      76,717
Convertible promissory note -- related parties.......    --       --       --        --        --      15,120
Long-term obligations, less current portion..........    --       --    1,114       767       365         140
Stockholders' equity (deficit).......................    (9)   2,530    3,135    11,925    19,125      57,392


(a) Costs and expenses include non-cash charges for stock compensation and warrant amortization totaling $--, $283,000, $4,000, $455,000, $1,256,000, $622,000 and $2,952,000 for the period from October 7, 1994 (Inception) through December 31, 1994, for the years ended December 31, 1995, 1996, 1997 and 1998, and for the six months ended June 30, 1998 and 1999, respectively. See Notes 2, 7, 8 and 9 of Notes to Consolidated Financial Statements.

(b) See Note 2 of Notes to Consolidated Financial Statements for a discussion of the computation of historical and pro forma basic and diluted net loss per share and weighted average shares outstanding. Share information for all periods presented has been retroactively adjusted to reflect a 10-for-1 split of common stock and preferred stock in July 1995.

17

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by reference to, our Consolidated Financial Statements and the related Notes thereto appearing elsewhere in this prospectus. This discussion contains forward-looking statements relating to future events and our future financial performance, each of which involves risks and uncertainties. These events and our actual results could differ materially from those described in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under "Risk Factors," "Business" and elsewhere in this prospectus.

OVERVIEW

Wink Communications was founded in 1994 and our activities to date have consisted of:

- developing and adapting our technology for operation in televisions and advanced analog and digital set-top boxes;

- licensing our Wink Studio authoring tool software to major broadcast and cable networks, third-party developers and advertisers to enable them to develop Wink Enhanced Broadcasting;

- licensing our Wink Server software to broadcast and cable networks and cable system operators to incorporate Wink enhancements into their television programming;

- developing the Wink Response Network for collecting and managing responses to Wink Enhanced Broadcasting;

- marketing the concept of Wink Enhanced Broadcasting and establishing the Wink brand; and

- establishing relationships with and licensing our technology to key television industry participants.

Revenues. Through June 30, 1999, our revenues were derived from license fees relating to the Wink Engine and Wink Studio software, non-recurring engineering services under agreements to port the Wink Engine software to various televisions and set-top boxes, charter advertising fees and service fees relating to software installation and post-installation customer support. We recognize software license revenues relating to the Wink Engine on a "sell-through" basis upon notification of shipment of Wink-enabled products by the original equipment manufacturer. License fees from Wink Studio software are recognized ratably over the term of the subscription license agreement. Non-recurring engineering services are recognized using the percentage-of-completion method, using labor hours as a measure of progress towards completion. Fees from installation services are recognized as services are provided, and post-installation customer support fees are recognized ratably over the term of the support agreement. Fees received in advance of revenue recognition are included on the balance sheet as deferred revenue.

Our business plan is to derive the primary portion of our future revenues from the Wink Response Network by charging transaction fees to advertisers and merchants for each information request or purchase order obtained from viewers who respond to Wink Enhanced Broadcasting. We may also derive revenue in the future from sales of products by Wink through our dedicated interactive channels. As a result, we do not expect that non-recurring engineering services will represent a significant component of future revenues. The Wink Response Network has been developed and was activated on a limited basis in the second half of 1998. However, no transaction fee revenue has been recognized to date. All advertising agreements in place as of June 1999 provide

18

for a flat fee to be paid to Wink without any per transaction fees. These fees are recognized ratably over the life of the agreement, generally one year.

We expect that, in future periods, revenues may also be derived from the Wink Broadcast Server and Wink Server Studio applications. These applications are being offered to customers under monthly license fee arrangements with terms ranging from one to five years, with periodic fee increases based upon changes in the Consumer Price Index and other events. Revenues derived from such arrangements will be recognized ratably over the term of the subscription license agreement.

We have incurred net losses since inception and, at June 30, 1999, had an accumulated deficit of approximately $40.5 million. We may never achieve favorable operating results or profitability. See "Risk Factors -- We have a history of losses and expect future losses." In addition, our future quarterly operating results may fluctuate significantly due to a number of factors, many of which are outside of our control. See "Risk Factors -- The emerging nature of the market for interactive television may create significant fluctuations in our quarterly operating results, which could result in a decline in the trading price of our common stock" and "Risk Factors -- Our limited operating history and the emerging market for interactive television make our future financial results unpredictable."

Cost of Services. Cost of services is composed primarily of direct engineering labor and materials associated with our arrangements to provide non-recurring engineering services. In future periods, cost of services is also expected to include costs of providing installation services, the portion of transaction fees shared with third parties, cost of merchandise sold directly by Wink through dedicated interactive channels and the costs of operating the Wink Response Network, including processing and telecommunication costs.

Research and Development. Research and development expense includes costs associated with our engineering and operations departments, including personnel costs, non-cash charges for stock compensation, allocated facilities-related expenses and payments to third-party consultants. We expect research and development expense to increase in the future as additional personnel are hired to support anticipated growth.

Sales and Marketing. Sales and marketing expense includes salaries, non-cash charges for stock compensation and warrant amortization, consulting fees, travel-related costs, advertising expenses and allocated facilities-related expenses associated with our cable sales, consumer marketing and content departments. In future periods, sales and marketing expense is expected to increase significantly and to include costs incurred by our customer service center to register and respond to inquiries from Wink television viewers, costs of marketing materials, commercial spots and training for the launch of Wink Enhanced Broadcasting in new cable systems, as well as costs of sales performance incentives to various consumer electronics retailers to encourage them to register their customers as Wink users.

General and Administrative. General and administrative expense includes administrative and executive personnel costs, non-cash charges for stock compensation, allocated facilities-related expenses and other administrative costs. We expect general and administrative expense to increase in the future as additional personnel are hired to support anticipated growth.

Stock-Based Costs and Expenses. Stock-based costs and expenses include compensation charges associated with the amortization of unearned compensation related to certain stock option grants, sales of restricted stock to employees, issuance of common stock to employees for bonuses and warrants granted for services rendered to Wink.

19

RESULTS OF OPERATIONS

Since inception, we have been engaged primarily in the development and licensing of Wink Enhanced Broadcasting. Accordingly, our historical results of operations are not indicative of and should not be relied upon as an indicator of future performance.

SIX MONTHS ENDED JUNE 30, 1999 AND 1998

REVENUES

Total revenues increased 114% to $620,000 for the six months ended June 30, 1999, compared to $290,000 for the six months ended June 30, 1998. The increase was related primarily to a $198,000 increase in non-recurring engineering revenue from a related party as certain development agreements were completed and a $88,000 increase in license revenues from third parties. During the first six months of 1999, transactions with Toshiba and a subsidiary of Thomson Multimedia S.A. accounted for 44% and 18% of our total revenues, respectively.

COSTS AND EXPENSES

Total costs and expenses increased 78% to $11.4 million for the six months ended June 30, 1999, compared to $6.4 million for the six months ended June 30, 1998. The increase was primarily a result of increased non-cash charges for stock compensation and warrant amortization and additional operating costs associated with the development, testing and deployment of Wink Engine software, the Wink Broadcast Server software and the Wink Response Network, as well as increased research and development expenses, sales and marketing expenses and general and administrative expenses to support anticipated future growth. We believe that costs and expenses will continue to increase as we expand our operations and sales and marketing efforts.

Cost of Services. Cost of services increased 54% to $205,000 for the six months ended June 30, 1999 from $133,000 for the six months ended June 30, 1998, reflecting the recognition of non-recurring engineering expenses related to the performance of such services.

Research and Development. Research and development expense increased 56% to $4.2 million for the six months ended June 30, 1999 from $2.7 million for the six months ended June 30, 1998, as additional engineering and operations personnel costs were incurred to support increased product deployment activities.

Sales and Marketing. Sales and marketing expense increased 96% to $5.1 million for the six months ended June 30, 1999 from $2.6 million for the six months ended June 30, 1998. The increase was primarily due to non-cash charges for stock compensation and warrant amortization totaling $2.7 million. Increased personnel costs in 1999 also contributed to the overall increase.

General and Administrative. General and administrative expense increased 105% to $1.9 million for the six months ended June 30, 1999 from $935,000 for the six months ended June 30, 1998. The increase was primarily related to the hiring of administrative and executive personnel to support anticipated future growth.

Stock-based Costs and Expenses. Stock-based costs and expenses increased 375% to $3.0 million for the six months ended June 30, 1999 from $622,000 for the six months ended June 30, 1998. The increase was primarily due to the 1999 issuance of warrants to purchase common stock to a broadcast company and to an affiliate of another broadcast company and to the 1999 issuance of common stock to employees as an incentive bonus. Unearned compensation at June 30, 1999 totaled $5.3 million,

20

which will be amortized in future periods over the vesting periods of certain restricted stock and stock options.

During the six months ended June 30, 1999, we granted fully exercisable warrants to purchase 325,000 shares of common stock at $12.00 per share, subject to adjustment, as incentive for signing definitive software licensing agreements and to promote the development of Wink-enhanced programming. The fair value of these warrants on the measurement date totaled $1,980,000 and was recognized as a sales and marketing expense, as there were no remaining performance obligations on behalf of the holders and no significant license revenues are expected to be derived from the agreements.

In May 1999, we granted to Microsoft a fully exercisable warrant to purchase 500,000 shares of common stock at $12.00 per share, subject to adjustment, in connection with the signing of a 10 year definitive software distribution agreement. The fair value of this warrant on the measurement date totaled $4.1 million and will be recognized as a component of stockholders' equity and will be amortized as a sales and marketing expense over the estimated period of benefit of ten years. During the six months ended June 30, 1999, amortization recognized totaled $68,000.

In June 1999, we issued an aggregate of 50,000 shares of common stock to employees as incentive bonuses. The fair value of these shares of common stock on the issuance date totaled $600,000 and was recognized as a sales and marketing expense, as the shares were fully-vested on the date of grant.

In July 1999, we granted a fully exercisable warrant to purchase 75,000 shares of common stock at $12.00 per share, subject to adjustment, as incentive for signing a definitive software licensing agreement and to promote the development of Wink-enabled programming. The fair value of this warrant on the measurement date totaled $734,000 and was recognized as a consisting sales and marketing expense during the three months ended September 30, 1999, as there was no remaining performance obligation on behalf of the holder and no significant license revenues are expected to be derived from the agreement.

Costs and expenses include non-cash charges for stock compensation and warrant amortization as follows:

                                                             SIX MONTHS
                                                           ENDED JUNE 30,
                                                       ----------------------
                                                         1998         1999
                                                       --------    ----------
Research and development.............................  $ 95,000    $  100,000
Sales and marketing..................................   422,000     2,747,000
General and administrative...........................   105,000       105,000
                                                       --------    ----------
                                                       $622,000    $2,952,000
                                                       ========    ==========

Interest and Other Income, Net of Interest Expense. Net interest and other income increased 387% to $1.5 million for the six months ended June 30, 1999 from $316,000 for the six months ended June 30, 1998. The increase was primarily due to the 1999 recognition of other income totaling $1.0 million resulting from a settlement with a customer for cancellation of a development and license agreement. This increase was also due to interest earned on increases in the average cash and investment balances as well as lower interest expense associated with borrowings under the Company's lease financing facility.

Income Taxes. We have not generated taxable income since inception and, as a result, the provision for income taxes consists solely of the California minimum franchise tax of approximately $1,000 per year, which is included in general and administrative expenses. At June 30, 1999, we had

21

federal and state net operating loss carryforwards of approximately $34.5 million available to reduce future taxable income. Due to a cumulative change of our ownership of greater than 50% in December 1995, March 1996 and March 1998, the amount of loss carryforwards that can be utilized to reduce our future taxable income for federal and state income tax purposes will be limited to approximately $8.0 million per year. Based on a number of factors, including the lack of a history of profits, management believes that there is sufficient uncertainty regarding the realization of deferred tax assets such that a full valuation allowance has been provided.

Net Loss. We have incurred net losses since our inception. The net loss increased 59% to $9.2 million for the six months ended June 30, 1999 from $5.8 million for the six months ended June 30, 1998. The increase in net loss was due primarily to significant increases in stock-based costs and expenses from warrant grants and increases in operating expenses as a result of our efforts to expand business activities, partially offset by an increase in revenue over the same period.

YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

REVENUES

Total revenues were $517,000, $619,000 and $348,000 for the years ended December 31, 1998, 1997 and 1996, respectively. The decrease of 16% from the year ended December 31, 1997 to the year ended December 31, 1998 was related primarily to a decline in non-recurring engineering fees from related parties, as certain development agreements were completed in 1997, and to a decline in royalties from Wink Engine software from related parties, resulting from lower shipments of Wink-enabled television sets. These decreases were partially offset by an increase in software license fees with third parties totaling $224,000. During 1998, transactions with Toshiba, Pioneer and a subsidiary of Thomson Multimedia S.A. each accounted for at least 10% of our total revenues. The increase of 78% from the year ended December 31, 1996 to the year ended December 31, 1997 was related primarily to Wink Engine royalties earned on shipments by Toshiba of Wink-enabled televisions, partially offset by a decline in non-recurring engineering fees, as certain development agreements neared completion. During 1997, transactions with Toshiba, Scientific-Atlanta and General Instrument each accounted for at least 10% of our total revenues. Revenues in 1996 were derived primarily from three development agreements with Scientific-Atlanta, Pioneer and Matsushita to port the Wink Engine software to their respective set-top boxes or televisions. During 1996, transactions with Scientific-Atlanta, Matsushita, Pioneer and General Instrument each accounted for at least 10% of our total revenues.

COSTS AND EXPENSES

Total costs and expenses were $15.2 million, $10.3 million and $6.5 million for the years ended December 31, 1998, 1997 and 1996, respectively. The increases of 48% from the year ended December 31, 1997 to the year ended December 31, 1998, and 58% from the year ended December 31, 1996 to the year ended December 31, 1997 were primarily a result of additional operating costs associated with the development, testing and deployment of the Wink Engine software, the Wink Broadcast Server software and the Wink Response Network, as well as substantial sales and marketing expenses. We believe that continued expansion of our operations and our sales and marketing efforts is critical to the achievement of our goals. Therefore, we believe that costs and expenses will continue to increase.

Cost of Services. Cost of services were $513,000, $538,000 and $558,000 for the years ended December 31, 1998, 1997 and 1996, respectively. The decrease of 5% from the year ended December 31, 1997 to the year ended December 31, 1998 was due primarily to the completion of various engineering projects during 1998. The decrease of 4% from the year ended December 31,

22

1996 to the year ended December 31, 1997 was due primarily to engineering projects initiated by us in 1996 and 1995 that neared completion.

Changes in gross margins from services revenues realized during the years ended December 31, 1998, 1997 and 1996 were primarily attributed to engineering efforts required to meet the terms of individual non-recurring engineering agreements. Our initial non-recurring engineering agreements were with related parties and these agreements yielded lower gross margins than recognized on subsequent non-recurring engineering agreements with third parties. We do not expect that non-recurring engineering fees will represent a significant component of future revenues.

Cost over-runs on non-recurring engineering service agreements with related parties and third parties during the years ended December 31, 1998, 1997 and 1996, resulted in costs incurred in excess of revenues recognized. At each reporting period, we record an accrued liability for the total remaining loss on non-recurring engineering services agreements that are expected to result in an overall loss.

Research and Development. Research and development expenses were $6.5 million, $4.4 million and $2.6 million for the years ended December 31, 1998, 1997 and 1996, respectively. The increase of 48% from the year ended December 31, 1997 to the year ended December 31, 1998 was due primarily to additional engineering and operations personnel costs incurred to support increased product deployment activities. The increase of 69% from the year ended December 31, 1996 to the year ended December 31, 1997 was due primarily to increased personnel costs associated with our expanded operations.

Sales and Marketing. Sales and marketing expenses were $5.6 million, $3.5 million and $2.3 million for the years ended December 31, 1998, 1997 and 1996, respectively. The increase of 60% from the year ended December 31, 1997 to the year ended December 31, 1998 was primarily due to resources expended to support the initial deployment of Wink Enhanced Broadcasting and increases in non-cash charges for stock compensation and warrant amortization in 1998. The increase of 52% from the year ended December 31, 1996 to the year ended December 31, 1997 was primarily a result of increased personnel, travel-related costs and non-cash charges for stock compensation and warrant amortization.

General and Administrative. General and administrative expense was $2.6 million, $1.8 million and $1.1 million for the years ended December 31, 1998, 1997, and 1996, respectively. The year-to-year increases of 44% and 66%, respectively, resulted primarily from recognizing $375,000 of costs in 1998 associated with our planned initial public offering that was postponed in the second half of 1998 and the hiring of administrative and executive personnel in 1998 and 1997 to begin to position us to achieve our long-term goals.

Stock-based Costs and Expenses. During the years ended December 31, 1998, 1997 and 1996, we recognized non-cash charges for stock compensation and warrant amortization totaling $1,256,000, $455,000 and $4,000, respectively. These amounts consist of the amortization of unearned compensation related to certain stock option grants, sales of restricted stock to employees and warrants granted for services rendered to Wink.

During the years ended December 31, 1998, 1997 and 1996, we recognized unearned compensation totaling $600,000, $700,000 and $0, respectively, with respect to certain stock option grants and sales of restricted stock to employees. Amortization of unearned compensation totaled $615,000, $215,000 and $4,000 during the years ended December 31, 1998, 1997 and 1996, respectively. The remaining unearned compensation at December 31, 1998, totaling $479,000, and unearned compensation recognized subsequent to December 31, 1998 will be amortized in future periods over the respective stock and option vesting periods.

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In June 1997, we granted warrants to purchase an aggregate of 375,000 shares of common stock to a broadcasting company, which is affiliated with one of our stockholders. The broadcasting company has agreed to use reasonable efforts to develop and air Wink-enhanced programming over approximately an 18-month period. A warrant to purchase 75,000 of these shares was exercisable on the grant date and had an estimated fair value of $20,000, which was immediately recognized as a sales and marketing expense. Vesting of a warrant to purchase the remaining 300,000 shares was originally contingent upon specified future performance criteria over an 18-month period. At December 31, 1997, the warrants had an estimated fair value at the prospective vesting date of $726,000, of which $220,000 was recognized as a sales and marketing expense during 1997. Effective February 1, 1998, the agreement with the broadcasting company was amended to remove all remaining performance vesting criteria, and the warrants became fully exercisable. The $506,000 difference between the February 1, 1998 estimated fair value of $726,000 and the previously recognized expense is included in sales and marketing expense over the period in which we received benefits from the broadcaster's services, which was completed during the year ended December 31, 1998.

In August 1998, as consideration for consulting services, we granted a fully exercisable warrant to purchase common stock to a company which is one of our stockholders. The warrant enables the holder to purchase 25,000 shares of common stock at $8.00 per share and expires in August 2003. The estimated fair value of the warrant totaled $135,000 and is included in sales and marketing expense for the year ended December 31, 1998.

In December 1998, we issued to Vulcan Ventures Incorporated, a stockholder, warrants to purchase up to an aggregate of 250,000 shares of common stock, subject to certain exercisability and performance conditions. Any exercise of the warrants is conditioned upon cable television system operators affiliated with Vulcan deploying set-top boxes containing Wink Engines to at least 200,000 households between January 1, 1999 and December 31, 2001. Vulcan may exercise the warrants on or after February 1, 2001 for a number of shares equal to one-fifth the number of households in which a Wink-enabled set-top box is deployed by a Vulcan affiliate during calendar 1999, which box remains deployed for at least one year after deployment. The exercise price for such shares is $12.00 per share. Vulcan may exercise the warrants on or after February 1, 2002 for an additional number of shares equal to one-fifth the number of households in which a Wink-enabled set-top box is deployed during calendar 2000, which box remains deployed for at least one year thereafter, less the number of shares which became exercisable in 2001, up to the aggregate maximum of 250,000 shares. The exercise price of such additional shares is $16.00 per share. At December 31, 1998, the lowest aggregate fair value of the warrant totaled $1,218,000. At June 30, 1999, the lowest aggregate fair value of the warrant totaled $2,050,000. This amount will be remeasured at each reporting date until the deployment of Wink-enabled technology to the specified number of cable subscribers is achieved. When and if it becomes probable that the performance criteria will be achieved, we will record the then fair value associated with the units meeting the performance criteria as a charge to sales and marketing expense.

Costs and expenses include non-cash charges for stock compensation and warrant amortization as follows:

                                                                  YEAR ENDED DECEMBER 31,
                                                              --------------------------------
                                                               1996       1997         1998
                                                              ------    --------    ----------
Research and development....................................  $   --    $ 71,000    $  204,000
Sales and marketing.........................................      --     312,000       846,000
General and administrative..................................   4,000      72,000       206,000
                                                              ------    --------    ----------
                                                              $4,000    $455,000    $1,256,000
                                                              ======    ========    ==========

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Interest and Other Income, Net of Interest Expense. Net interest and other income was $659,000, $490,000 and $252,000 for the years ended December 31, 1998, 1997 and 1996, respectively. These increases were due to interest earned on increases in the average cash and investment balances in later years as a result of the receipt of the proceeds from sales of preferred stock, partially offset by an increase in interest expense associated with borrowings under the Company's lease financing facility.

Income Taxes. We have not generated taxable income since inception and, as a result, the provision for income taxes consists solely of the California minimum franchise tax of approximately $1,000 per year, which is included in general and administrative expenses. At December 31, 1998, we had federal and state net operating loss carryforwards of approximately $27.0 million available to reduce future taxable income. Due to a cumulative change of ownership of greater than 50 percent in December 1995, March 1996 and March 1998, the amount of loss carryforwards that can be utilized to reduce future taxable income for federal and state income tax purposes will be limited to approximately $8.0 million per year. Based on a number of factors, including the lack of a history of profits, management believes that there is sufficient uncertainty regarding the realization of deferred tax assets such that a full valuation allowance has been provided.

Net Loss. We have incurred net losses since inception, including net losses of $14.0 million, $9.2 million and $5.9 million for the years ended December 31, 1998, 1997, and 1996, respectively. The year-to-year increases in net losses were due primarily to significant increases in expenses as a result of additional business activities and stock-based costs and expenses. For the year ended December 31, 1997, these increases in expenses were partially offset by a small increase in revenue.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have financed our activities largely through the private sale of equity securities and through proceeds from capital lease financing. At June 30, 1999, our principal source of liquidity was from $73.5 million of cash, cash equivalents and short-term investments.

Net cash used in operating activities totaled $6.8 million, $10.9 million, $7.0 million and $5.3 million for the six months ended June 30, 1999 and the years ended December 31, 1998, 1997 and 1996, respectively, primarily as a result of our net losses.

Net cash used in investing activities totaled $24.7 million for the six months ended June 30, 1999 and was attributable mainly to the net purchases of short-term investments totaling $24.2 million and the acquisition of $470,000 of property and equipment. For the year ended December 31, 1998, net cash used in investing activities was $358,000 and was attributable to the acquisition of $1.4 million of property and equipment, which was partially offset by $1.0 million of net proceeds from short-term investment maturities. Net cash used in investing activities was $5.8 million for the year ended December 31, 1997, attributable primarily to net purchases of short-term investments. Net cash used in investing activities was $1.3 million for the year ended December 31, 1996, attributable to the acquisition of property and equipment.

Net cash provided by financing activities for the six months ended June 30, 1999 was $59.4 million, consisting primarily of proceeds totaling $44.3 million from the sale of Series D preferred stock and proceeds totaling $15.1 million from the issuance of a convertible promissory note to Microsoft, a related party. In July 1999, Microsoft exercised its right to exchange the convertible promissory note for 1,260,000 shares of our Series D convertible preferred stock. For the years ended December 31, 1998 and 1997, net cash provided by financing activities was $19.6 million and $17.2 million, respectively, consisting primarily of net proceeds from sales of Series C preferred stock and common stock in each year. Net cash provided by financing activities was $7.9 million for the

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year ended December 31, 1996, due to $6.5 million received as net proceeds from sales of Series B preferred stock and $1.4 million in proceeds from lease financing transactions.

We have entered into agreements with Microsoft, cable and direct broadcast satellite system operators and other television industry participants who support Wink-enhanced programming to share with these entities a portion of revenues, if any, we generate from viewer responses to Wink Enhanced Broadcasting. These revenue sharing commitments are based upon the level of the commitment the particular participant has made to support Wink Enhanced Broadcasting. To date, no transaction fee revenue has been recognized. To the extent that future transaction fee revenue is generated, we will record the revenue sharing as a charge to cost of revenues in the period the revenue is recognized.

For Microsoft and certain cable and direct broadcast satellite system operators, we have also provided a minimum revenue guarantee. We have also agreed to provide marketing and technical development funds to a number of cable and direct broadcast satellite system operators, contingent upon the commercial launch of Wink Enhanced Broadcasting, including in some cases a per set-top box fee of up to $3.50. If Wink Enhanced Broadcasting fails to generate sufficient revenue to meet the guaranteed amount per Wink subscriber, we are obligated to pay the difference between the guaranteed amount and the amount actually earned. Such revenue guarantees will be recognized in the period incurred. See Notes 6 and 9 of Notes to Consolidated Financial Statements.

We believe that our existing cash, cash equivalents and short-term investments, together with net proceeds of approximately $54.9 million from the sale of 4,000,000 shares in this offering will be sufficient to meet our currently anticipated business requirements, including capital expenditures and strategic operating programs, for at least the next 12 months. We expect to spend approximately $20 to $25 million for total operating expenses in the year ended December 31, 1999, and to use a portion of the proceeds from the offering to fund these expenses during the remainder of 1999 and thereafter. Thereafter, if any, we may need to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity or convertible debt securities may result in additional dilution to our stockholders. We may not be able to raise any such capital on terms acceptable to us, if at all.

YEAR 2000 COMPLIANCE

Many existing electronic devices, systems and applications use only two digits to identify a year in the date field, without considering the impact of the upcoming change in the century. As a result, such devices, systems and applications could fail or create erroneous results unless corrected so that they can process data related to the year 2000 and beyond. We rely on certain devices, systems and applications in operating and monitoring all major aspects of our business, including financial systems (such as general ledger, accounts payable and payroll), customer services, infrastructure, networks and telecommunications equipment. We also rely, directly and indirectly, on external systems of business enterprises, both domestic and international, for accurate exchange of data.

We have tested our internally developed information technology and non-information technology systems. Based on such testing, we believe that such systems are Year 2000 compliant.

In addition to our internally developed software, we utilize software and hardware developed by third parties both for our customers and internal information systems. We have initiated Year 2000 tests with such third parties to determine Year 2000 compliance. Based upon initial tests and evaluation of our primary software and hardware providers, we believe that all of these providers are in the process of reviewing and implementing their own Year 2000 issue compliance programs. We will continue to work with these providers to address the Year 2000 issue and seek assurances from them that their products are Year 2000 compliant.

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We have not incurred any significant expenses to date, and we are not aware of any material costs associated with our anticipated Year 2000 efforts. However, if we, our providers of hardware and software or our third party network providers fail to remedy any Year 2000 issues, we could experience a material loss of revenues that could materially adversely affect our business, results of operations and financial condition. Furthermore, even if our products comply with Year 2000 requirements, we believe that the purchasing patterns of customers and potential customers may be affected by Year 2000 issues, as companies expend significant resources to correct or patch their current systems to comply with Year 2000 requirements. These expenditures may result in reduced funds available to purchase or deploy products and systems such as those we offer, which could have a materially adversely affect on our business, operating results and financial condition.

We have not yet developed a comprehensive contingency plan to address the issues which could result from such failure. We are prepared to develop such a contingency plan if our ongoing assessment indicates areas of significant exposure. See "Risk Factors -- Our computer systems and software and those of our software and hardware providers and third party network providers may not be Year 2000 compliant, which may disrupt our operations."

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. In June 1999, the FASB issued Statement of Financial Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities -- Deferral of Effective Date of FASB Statement No. 133" ("SFAS 137"). SFAS 133, as amended by SFAS 137, is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000, with earlier application encouraged. The Company does not currently nor does it intend in the future to use derivative instruments and therefore does not expect that the adoption of SFAS 133 and SFAS 137 will have any impact on its financial position or results of operations.

In December 1998, the AICPA issued Statement of Position 98-9, "Modification of SoP 97-2, Software Revenue Recognition, With Respect to Certain Transactions" ("SoP 98-9"), which is effective for transactions entered into in fiscal years beginning after March 15, 1999. SoP 98-9 amends SoP 97-2 and extends the effective date of SoP 98-4, "Deferral of the Effective Date of a Provision of SoP 97-2, Software Revenue Recognition" ("SoP 98-4"), and provides additional interpretive guidance. The adoption of SoP 97-2 has not had and the adoption of SoP 98-4 and SoP 98-9 are not expected to have a material impact on our future results of operations, financial position or cash flows.

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BUSINESS

The following discussion of our business contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under "Risk Factors" and elsewhere in this prospectus.

OVERVIEW

Wink Communications provides a complete end-to-end system for low-cost electronic commerce on television. Our system, Wink Enhanced Broadcasting, allows advertisers, merchants and broadcast and cable networks to create interactive enhancements to traditional television advertisements and programs. With a click of their remote control during an enhanced program or advertisement, viewers can purchase merchandise or request product samples, coupons or catalogues. Similarly, viewers can use Wink to access program-related information such as news, sports and weather, participate in votes and polls, and play along with various games.

Our business plan is to derive the primary portion of our future revenues from transaction fees charged to advertisers and merchants for each purchase order or other requests for information. As a result, our principal customers are expected to be advertisers and merchants. In order for merchants and advertisers to use Wink, many participants in the television industry must license our technology and work with us to make Wink Enhanced Broadcasting possible. We believe that wide acceptance of Wink by major television industry participants is essential for us to attract merchants and advertisers. We have established relationships with, and licensed our technology to, 60 key industry participants from many segments of the television industry. For example:

- the four largest broadcast networks, NBC, ABC, CBS and FOX, and 16 cable networks have agreed to air Wink-enhanced programming and advertising;

- five of the six largest cable operators in the United States, including AT&T/TCI, Time Warner Cable, Comcast Cable Communications, Cox Communications and Charter Communications, have agreed to distribute Wink-enhanced programming and advertising in some of their local markets;

- the largest direct broadcast satellite operator in the United States, DIRECTV, has agreed to distribute Wink-enhanced programming and advertising nationwide and, although the current agreement with DIRECTV contains no minimum deployment commitments, DIRECTV has announced that it expects to deploy approximately four million Wink-enabled set-up boxes by January 1, 2002;

- Microsoft Corporation has agreed to develop, market and distribute Wink-enhanced programming and advertising on Microsoft's television platforms;

- several of the leading set-top box and television manufacturers, including General Instrument, Scientific Atlanta, Pioneer, Toshiba, Matsushita, Thomson Consumer Electronics and Hughes Network Systems, have agreed to incorporate Wink's technology into their products; and

- several national advertisers, including AT&T, J. Walter Thompson USA, Inc. on behalf of Ford Motor Company, The Goodyear Tire & Rubber Company, Charles Schwab, Levi Strauss, The Clorox Company, Universal Pictures, General Electric, Wells Fargo and Pfizer have agreed to create and air Wink-enhanced advertisements.

A number of key strategic and financial investors have invested in Wink, including set-top box and television manufacturers, such as General Instrument, Scientific Atlanta and Toshiba, as well as

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Microsoft, GE Capital, Vulcan Ventures (controlled by Paul Allen) and Hughes Electronics Corporation, the parent of DIRECTV.

We began the roll-out of our service in the United States in June 1998, and we currently serve viewers in select cable markets in California, Connecticut, Illinois, Missouri and Tennessee. In addition, Wink Enhanced Broadcasting has been offered by Wink licensees in Japan since October 1996.

MARKET OPPORTUNITY

Television is one of the most pervasive communications media in society today. According to Nielsen Media Research, there were approximately 99 million television households in the United States in August 1998. Veronis Suhler & Associates, a television industry market research consultant, estimates that the average person in the United States watched approximately 1,560 hours of television (approximately 4.3 hours per day) in 1998. With recent advances in technology, new televisions and advanced analog and digital set-top boxes can provide a platform for interactive television. According to Paul Kagan Associates, a leading cable industry analysis firm*, in 1998 there were approximately 30 million cable set-top boxes in use, of which approximately eight million were advanced analog or digital cable set-top boxes. By 2002, Paul Kagan Associates expects that the number of advanced analog and digital cable set-top boxes in use will increase to approximately 33 million.

Television advertising is considered to be one of the most effective methods of building brand recognition and general consumer awareness of products and services. According to Veronis Suhler & Associates, the total amount spent on television advertising in the United States in 1998 was approximately $49 billion. Despite the fact that traditional television broadcasting, cable and direct broadcast satellite television systems do not provide an integrated means for viewers to respond to programs and advertisements, the Direct Marketing Association estimates approximately $91 billion of goods and services were purchased through direct response television programming and advertising in 1998. The Direct Marketing Association predicts this amount will grow to approximately $127 billion in 2002. In addition, we believe that electronic commerce conducted through television viewing devices will benefit from the rapid growth in internet online shopping, as consumers become more accustomed to purchasing goods and services electronically. We believe that an opportunity exists for a simple, immediate, inexpensive and automated method of responding to direct response advertising on television.

In addition, many advertisers are using television advertisements to generate requests for product information, which in turn serve as sales leads for their products and services. Today, most direct response television purchases and requests for information require a telephone call, which typically cause advertisers to incur a significant cost per transaction. We believe that television viewers, advertisers and merchants will respond favorably to a simple, immediate, inexpensive and automated method for them to participate in television commerce.

THE WINK EXPERIENCE

The Wink service is free to viewers and easy-to-use which we believe will encourage broad and frequent usage. Viewers can receive Wink Enhanced Broadcasting through Wink-enabled televisions and new and existing advanced analog and digital set-top boxes. Many existing set-top boxes already installed in consumers' homes can be activated through a remote cable download to receive Wink


* Paul Kagan of Paul Kagan Associates is a holder of 2,500 shares of our stock.

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Enhanced Broadcasting. To access a Wink enhancement, a television viewer simply clicks the remote control when the Wink icon appears on the screen. For example, with a few clicks of the remote control, Wink allows viewers to:

- access additional information about a specific news story from CNN Headline News;

- respond to an offer for telecommunications services from AT&T;

- access the local weather forecast instantly from The Weather Channel or find weather forecasts for other cities;

- obtain coupons and product samples from Clorox or a new car brochure from Ford;

- access real-time game scores on demand or search for statistics relating to a specific sporting event while watching ESPN;

- subscribe to HBO or Showtime upon seeing an advertisement; or

- enter a virtual shopping mall which offers products for sale through dedicated interactive channels.

WINK AND THE TELEVISION INDUSTRY

Wink Enhanced Broadcasting is designed to benefit the following participants in the television industry:

- Viewers. Wink Enhanced Broadcasting offers viewers an easy-to-use, enhanced television viewing experience. We anticipate that Wink Enhanced Broadcasting will be offered to viewers for free. Wink Enhanced Broadcasting allows viewers to obtain a variety of additional content related to the programming they watch and to request information about or purchase advertised products. The viewer controls access to these broadcast enhancements or electronic commerce opportunities through the viewer's existing remote control.

- Advertisers and Merchants. Wink Enhanced Broadcasting is designed to allow advertisers and merchants the ability to provide additional information to viewers, generate sales leads, sell products directly to viewers and collect detailed market information. In addition, advertisers and merchants can promote their brands by sponsoring Wink programming enhancements. We believe that the use of Wink Enhanced Broadcasting will provide advertisers and merchants a lower-cost alternative for capturing sales leads and orders than traditional telemarketing methods.

- Broadcast and Cable Networks. We believe that Wink Enhanced Broadcasting offers networks a new approach to increasing the number of viewers, viewer loyalty and viewer involvement. As a result, the value of network advertising space may be increased, allowing networks to charge advertisers and merchants premiums for airing Wink-enhanced commercials. The Wink enhancements may also provide opportunities for selling additional advertising space. In addition, networks can use Wink Enhanced Broadcasting to offer merchandise to viewers and to promote other programming on their channels. Moreover, information obtained through the Wink Response Network can be used by networks to offer advertisers targeted audience information.

- Cable and Direct Broadcast Satellite System Operators. Wink Enhanced Broadcasting is designed to offer cable and direct broadcast satellite system operators an expanded menu of services to provide to their subscribers, thus helping to attract new subscribers, maintain

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current subscribers and encourage all subscribers to upgrade to premium services and purchase pay-per-view programming. In addition, in order to encourage cable and direct broadcast satellite system operators to offer Wink Enhanced Broadcasting, we have offered to share a portion of the revenues generated from subscribers' responses to Wink-enhanced programming, advertising and dedicated interactive channels.

- Set-top Box and Television Set Manufacturers. Wink Enhanced Broadcasting is designed to offer set-top box and television set manufacturers an opportunity to enhance their products with increased functionality and to extend their product lines at a relatively low incremental cost. We believe Wink Enhanced Broadcasting can assist manufacturers in encouraging consumers and cable system operators to upgrade to higher performance devices. In addition, in order to encourage television manufacturers to incorporate Wink Enhanced Broadcasting into their products, we have offered to share a portion of the revenues generated from responses to Wink-enhanced programming and advertising from users of their devices.

BUSINESS STRATEGY

Our strategy is to capitalize on the pervasiveness and popularity of television to create a mass market medium for sales lead generation and electronic commerce. Our strategy to achieve this objective includes the following key elements:

- Increase the Presence of Wink Enhanced Broadcasting in Television Households. We intend to promote deployment of Wink-enabled set-top boxes and televisions and the launch of Wink Enhanced Broadcasting through these devices. We have entered into and will continue to target licensing relationships with leading manufacturers of set-top boxes and television sets. We are working with certain large cable and digital broadcasting satellite system operators to encourage both the downloading of the Wink Engine software to Wink-capable set-top boxes already installed in consumer homes and the deployment of new Wink-capable set-top boxes. We are also working with Microsoft to enable Microsoft television platforms to generate and capture Wink viewer responses. Viewers in approximately 40,000 homes receive Wink Enhanced Broadcasting as of the date of this prospectus. While we anticipate significant growth in the remainder of 1999, we expect Wink-enhanced programming and advertising to be available to less than 200,000 homes by the end of the year.

- Promote Use by Viewers. We believe that increased development and broadcasting of Wink-enhanced advertising and programming and other on-demand information and entertainment services are critical to attracting viewers to Wink Enhanced Broadcasting. Consequently, we actively encourage the broadcast and cable networks with whom we have strategic relationships to air Wink enhancements that offer viewers an easy-to-use, entertaining and informative interactive television experience. We also intend to actively encourage usage of Wink Enhanced Broadcasting through advertising, direct mail and promotions in collaboration with cable and direct broadcast satellite operators, equipment manufacturers and broadcast and cable networks.

- Expand Use of Wink-Enhanced Direct Response Offers. We believe that the simplicity and convenience of the Wink transaction response mechanism will encourage viewers to respond to Wink-enhanced advertising and promotions. We intend to work with our broadcast and cable network partners to encourage advertisers to add Wink enhancements to their television advertisements. We believe that the low cost of response collection and the ease with which viewers can respond to Wink-enhanced advertising will encourage advertisers to complement their television advertisements with direct response offers. In addition, we believe that existing direct response television advertisers will utilize Wink to lower their cost of capturing an order.

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We intend to introduce interactive shopping services featuring a targeted selection of products suitable for electronic commerce via television. To this end, we plan to enter into relationships with merchants to create dedicated interactive channels that offer viewers the ability to request product information, coupons, samples and other offers and to purchase products and services.

- Benefit Multiple Participants in the Television Industry. We believe that generating economic value for broadcast and cable networks, cable and direct broadcast satellite system operators, set-top box and television manufacturers, advertisers and merchants is critical to the success of Wink Enhanced Broadcasting. Our business model has been designed to deliver new opportunities for generating revenue and cost savings directly to these industry participants. In addition, since Wink enhancements are integrated with existing programming and advertising and are under the control of the broadcast or cable networks, we believe Wink Enhanced Broadcasting will not threaten the existing revenue streams and customer relationships of these industry participants.

- Leverage Industry Relationships. We have formed strategic relationships with key participants in the television industry. We believe that our relationships with broadcast and cable networks and cable and direct broadcast satellite system operators will assist us in attracting interest from advertisers. Conversely, we believe our relationships with national advertisers reinforce both the broadcast and cable networks' and the cable and direct broadcast satellite operators' interest in launching Wink Enhanced Broadcasting. We also believe our relationships with the three leading cable set-top box manufacturers in North America will encourage cable operators to adopt Wink Enhanced Broadcasting. We intend to seek additional relationships and believe that increasing the breadth and depth of our existing relationships will facilitate these efforts.

- Promote the Wink Icon and the Wink Brand. We believe that developing and maintaining a strong brand identity is important to our ability to attract viewers and obtain and retain key strategic relationships with industry participants. Our goal is to make the Wink icon and the Wink brand synonymous with interactive enhanced programming and advertising that is appealing to viewers and easy to use. In addition to encouraging content providers, broadcast and cable networks and advertisers to produce compelling Wink-enhanced programming and advertising, we intend to build brand recognition and to increase the visibility of the Wink icon through a variety of marketing and promotional activities, including targeted pre-deployment televised advertising campaigns to generate a high level of initial interest, cooperative promotional programming with cable operators, and advertising campaigns following deployment in selected regions across a variety of media, including through Wink-enhanced programming itself.

STRATEGIC RELATIONSHIPS

We believe that development of strategic relationships with television industry participants is critical to the acceptance of Wink Enhanced Broadcasting, the promotion of the Wink brand and ultimately the success of our business model. We are currently focused on developing strategic relationships in each sector of the television industry. We have initially targeted larger, established participants in each of the following sectors:

- Advertisers and Merchants. We encourage advertisers to utilize Wink Enhanced Broadcasting through the advertising sales efforts of our broadcast and cable network partners. To facilitate this process, we established a "Charter Advertiser" program in 1998 under which leading advertisers could obtain a fixed rate quote for all Wink products and services during a charter period ending in the second half of 1999 in exchange for a commitment to air a specific

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number of Wink-enhanced advertisements. Wink charter advertisers include AT&T, J. Walter Thompson USA, Inc. on behalf of Ford Motor Company, The Goodyear Tire & Rubber Company, Charles Schwab, Levi Strauss, The Clorox Company, Universal Pictures, General Electric, Pfizer and Wells Fargo. We expect to add more advertisers through our own sales efforts and those of our broadcast and cable network partners. We expect that a substantial portion of our future advertising arrangements will not include commitments to air a specific number of Wink-enhanced advertisements, may be short term and cancelable and may involve payment on a fee-per-transaction basis. We also anticipate offering products from one or several merchants for sale through Wink dedicated interactive channels.

- Broadcast and Cable Networks. We have license agreements with all four of the major broadcast networks and 16 cable networks, which collectively offer a variety of programming types, including prime time entertainment, news, sports, weather, movies and music programming. These license agreements generally range in length from one to eight years and provide that the networks will air a specific number of hours of Wink-enhanced programming per week. Wink is the only interactive television company that has announced agreements with all four major broadcast networks. The following is a list of networks that are currently airing or have aired Wink-enhanced programming:

            NETWORK                 TYPES OF PROGRAMMING         TYPICAL ENHANCEMENTS
ABC                               Entertainment/Sports/Talk Show Facts, Sports, Merchandise
CNN                               News/Talk Shows           Show Facts
CNN Headline News                 News                      News Headlines and Stories
Court TV                          Trials                    Trial Facts
ESPN*                             Sports                    Sports Scoreboards
ESPN2*                            Sports                    Sports Scoreboards
NBC                               Entertainment/Sports/Talk Show Facts, Sports, Merchandise
Nickelodeon/Nick-at-Nite          Entertainment             Show Facts, Trivia
Showtime                          Entertainment             Polls, Show Facts,
                                                            Subscriptions
The Nashville Network             Entertainment             Music, News, Trivia
TBS                               Entertainment             Games, Show Facts, Trivia
TNT                               Entertainment             Games, Show Facts, Trivia
The Weather Channel               News                      Weather Forecasts
CNBC                              Financial News            Financial Market Statistics
E!                                Entertainment News,       Entertainment News
                                  Variety
Lifetime                          Entertainment,            Show Facts
                                  Documentary
VH-1                              Entertainment/Music       CD Purchases, Games


* Our agreements with these networks have expired. The networks currently continue to air Wink-enhanced programming. We are currently negotiating renewals of these agreements.

- Cable and Direct Broadcast Satellite System Operators. We focus on establishing relationships with national cable and direct broadcast satellite system operators and with local cable operators in order to transmit the Wink Enhanced Broadcasting signal to viewers. The cable and direct broadcast satellite system operators with which we have entered into strategic relationships include DIRECTV, AT&T/TCI, Time Warner Cable, Comcast Cable Communications, Cox Communications, Charter Communications Inc., Bresnan Communications Company, Century Communications Corp. and InterMedia. Our agreements with cable system operators generally provide a framework and pricing for deployment of Wink Enhanced Broadcasting by the operators' local systems, although actual deployments may require us to

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negotiate and enter into additional agreements with each local operator. In June 1999, we amended our agreement with DIRECTV, whereby DIRECTV increased their commitment to deploy Wink technology in their direct broadcast satellite set-top boxes. Although the amendment contains no minimum deployment levels, DIRECTV has announced that it expects to deploy approximately four million Wink-enabled set-top boxes by January 1, 2002.

- Cable and Direct Broadcast Satellite Set-Top Box Manufacturers. We have licensed the Wink software to General Instrument, Pioneer and Scientific-Atlanta, three of the leading U.S. cable set-top box manufacturers. While we intend to license our software to other equipment manufacturers, we believe our relationships with these three companies are critical to our success in the cable business. General Instrument and Scientific-Atlanta have licensed Wink technology for incorporation into certain of their advanced analog and digital set-top boxes, and have each begun shipment of certain Wink-capable advanced analog and digital set-top boxes. In addition, Pioneer has begun shipping Wink-enabled advanced analog cable set-top boxes. The agreement with DIRECTV calls for DIRECTV to launch Wink enhanced broadcasting to Wink-enabled DIRECTV-compatible set-top boxes. Recently, we entered into an agreement with Thomson Consumer Electronics and Hughes Network Systems, the two largest suppliers of DIRECTV-compatible set-top boxes, and we are currently negotiating agreements with other manufacturers to incorporate Wink technology into their DIRECTV-compatible set-top boxes.

- Television Manufacturers. We are developing strategic relationships with leading worldwide television manufacturers, including Toshiba and Matsushita. Toshiba recently introduced the first U.S. television models incorporating Wink technology. In addition, Matsushita and Toshiba have incorporated Wink technology software in televisions currently marketed in Japan.

Strategic Relationship with Microsoft. Our relationship with Microsoft focuses on three areas: development, distribution and marketing.

- Microsoft's operating system and other software for set-top boxes and televisions that comply with the Advanced Television Enhancement Forum's proposed Internet-based standard for enhanced television will be modified to capture viewer responses for processing by the Wink Response Network. We have agreed to modify all components of Wink Enhanced Broadcasting to support this standard and these Microsoft television platforms.

- Microsoft has agreed to enable its operating system for set-top boxes and televisions to use the Wink Response Network to collect, aggregate and process viewer responses to applications complying with Internet-based standards delivered as part of video programming and advertising for set-top boxes and televisions. Wink will be the exclusive provider of such services for deployments of such devices where Microsoft exclusively controls the operating system, application environment and content and data services. Microsoft has also agreed to use efforts to make other set-top boxes and televisions which use a Microsoft operating system capable for the Wink Response Network service. Microsoft is not obligated to use the Wink Response Network for responses other than purchases and requests for information, or when viewers respond by connecting directly to an advertiser's website, via e-mail or other similar mechanisms. Wink has agreed to make Microsoft the exclusive licensor of the Wink Engine, except for rights previously granted to other customers and with respect to platforms for which the Wink Engine is already available or under development and with respect to platforms which do not support Microsoft's technology. As part of our agreement with Microsoft, we have agreed to share a portion of the revenues we generate from viewer responses and to

34

provide minimum revenue guarantees. See Notes 6 and 9 of Notes to Consolidated Financial Statements.

- Microsoft and Wink have agreed to work together to promote the Wink Response Network to current and prospective customers for set-top boxes and televisions which utilize Microsoft software. Microsoft and Wink have also agreed to work together to promote Microsoft's technology for set-top boxes and televisions, and to promote products, services and content that comply with Internet-based standards.

Strategic Relationships for Japan. As of March 31, 1999, approximately 150,000 Wink-enabled television sets have been shipped for distribution in Japan under the brand names of Toshiba, Sony, JVC and Panasonic. We utilize Toshiba's broadcast equipment sales team to sell Wink server and authoring tool products to Japanese networks and direct broadcast satellite system operators. We have server development and royalty agreements directly with Toshiba for these products.

Wink Enhanced Broadcasting service was launched in the fourth quarter of 1996 in collaboration with the Intertext ITVision Promotion Consortium, a consortium that has been formed to establish interactive television in Japan. The Consortium includes companies such as Toshiba, Matsushita, Sony, Pioneer, NTT and Dentsu, Japan's largest advertising agency. Several Japanese broadcasters are currently using Wink technology to enhance their programming up to seven days per week, including TV-Tokyo, TV-Osaka, TV-Aichi and Wowow. Mitsui, Toshiba, Matsushita, NTT, Dentsu, Sony and other companies have established MediaServe, a data center that collects responses from Wink-enabled televisions through the Japanese public phone system. Viewers have used Wink Enhanced Broadcasting to purchase women's apparel and to order groceries and other products. We also have produced and licensed versions of our software localized for Japan. The Wink programming enhancements currently airing in Japan are similar to those being aired in the United States. Because Wink is not a participant in the MediaServe data center, we do not receive any transaction fee revenue from responses to Wink Enhanced Broadcasting in Japan.

COMPONENTS OF WINK ENHANCED BROADCASTING

Wink Enhanced Broadcasting provides an end-to-end solution for sending interactive applications along with broadcast video to viewers' televisions. This system is composed of core, proprietary technologies developed by us as well as off-the-shelf electronic commerce and database solutions. Wink Enhanced Broadcasting consists of:

- the Wink Studio and Wink Server Studio authoring tools that allow networks, advertisers and cable operators to design interactive Wink applications;

- the Wink Broadcast Server that manages the delivery of those applications;

- the Wink Client software that enables the generation and capture of viewer responses to Wink applications; and

- the Wink Response Server and Wink Response Network that are designed to efficiently process viewer responses to applications and forward them to advertisers or merchants.

The diagram on the inside front cover of this prospectus illustrates the functional components of Wink Enhanced Broadcasting.

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WINK STUDIO AND WINK SERVER STUDIO

Wink Studio is a high-level authoring tool that allows non-technical designers to create interactive programming and advertising applications. Wink Studio is Windows-based and graphically oriented, and enables the creation of simple interactive applications. A designer simply drags objects from an object palette onto forms to create enhancements. More complex applications can be created by fully utilizing the Wink Basic scripting language to control the behavior of objects and forms. The Wink Server Studio is a high-level authoring tool for server modules that provide live data updates to Wink applications. In particular, Wink Server Studio is designed to make it easy to incorporate or transpose data from web sites and databases for broadcast updates.

WINK BROADCAST SERVER

The Wink Broadcast Server manages the scheduling and insertion of applications designed with Wink Studio into television programming. The Wink Broadcast Server is designed to integrate with station management equipment such as commercial insertion systems, when available, to enable broadcast and cable networks to automate the delivery of interactive enhancements to programs and advertisements. Local network affiliates and cable operators can also add interactivity on a local level using the Wink Broadcast Server. In the future, we expect to offer the capability to schedule and insert ATVEF applications into television programming through the Wink Broadcast Server.

WINK CLIENT SOFTWARE

We expect to offer two versions of the Wink Client software. In Internet-enabled set-top boxes and televisions, the Wink Client software will enable the generation of Wink viewer responses to broadcast Internet-based applications. In other set top boxes and televisions, the Wink Client software, in this case known as the Wink Engine, displays the Wink applications and enables the generation of viewer responses. Wink Client software can be installed in Wink-capable televisions and most new advanced analog and digital set-top boxes at the factory or downloaded through cable systems, satellite systems or telephone modems into certain of such set-top boxes already installed in a viewer's household.

WINK RESPONSE SERVER

The Wink Response Server collects viewer response data, or response packets, which are generated by Wink applications. These response packets are retrieved directly from televisions and satellite set-top boxes through phone dial-up and from cable set-top boxes through cable head-end systems. The Wink Response Server aggregates response packets and delivers them to the Wink Response Network.

WINK RESPONSE NETWORK

The Wink Response Network is designed to enable the collection and aggregation of viewer responses, requests for information and purchase orders for transmission to and use by advertisers, merchants, broadcast and cable networks and cable and direct broadcast satellite system operators. The Wink Response Network includes two databases: one database correlates device serial numbers to customer address and billing information, while the second correlates a unique code for each interactive application to routing instruction and product information. When a consumer responds to a Wink application and orders a product, a response packet is generated by the Wink Engine in the set-top box or television. A response packet includes the device serial number, the unique application code and application specific data. These response packets are collected, aggregated, converted into

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full electronic orders (name, address, and credit information, if appropriate), and delivered to the advertiser or network.

In the case of set-top boxes, the customer database is maintained by the satellite or cable operator's billing system, and Wink links to this database. The Wink Response Network is operated by General Electric Information Services at a data center located in Rockville, Maryland and with a backup in Brookpark, Ohio. The Wink Response Network was activated in August 1998 following our first launch of Wink Enhanced Broadcasting in Kingsport, Tennessee.

In addition to aggregating and delivering responses, we can provide industry participants with additional reporting. For example, participating networks are receiving aggregated information regarding all Wink applications that run on their networks. Cable and direct broadcast satellite system operators can obtain information regarding all applications that run on their systems. Advertisers can obtain information regarding how their ads perform across all networks. The Wink Response Network combines custom data processing solutions developed by Wink with off-the-shelf electronic commerce systems to provide a complete end-to-end solution for customers.

EMERGING STANDARDS

We believe that the most important aspects of our business relate to capturing, aggregating and routing TV-viewer responses to interactive programming and advertising. In contrast, we believe it is less important which protocol or "language" is used to design interactive applications. Recently, several formal and informal industry groups have proposed competing standards for the language in which interactive programming and advertising should be written. While we may support other proposed standards in the future, we became an early adopter of the Advanced Television Enhancement Forum's proposal for an Internet-based standard for enhanced television in the summer of 1998. In conjunction with our agreement with Microsoft, we have accelerated the development of a version of the Wink Broadcast Server that is compatible with this standard, and a means of capturing and generating Wink response packets from broadcast applications that are compatible with this standard. The founders of the Advanced Television Enhancement Forum include Microsoft Corporation, Intel Corporation, Liberate Technologies, Sony, DIRECTV, Cable Labs, NBC, The Walt Disney Company and Discovery Communications. We are also monitoring the standardization efforts of the Advanced Television Systems Committee.

TECHNICAL SUPPORT AND CUSTOMER SERVICE

We believe that comprehensive, high-quality support is an essential element of our business approach. We provide users of our software with installation services, training, documentation, technical and network support, and system maintenance for all Wink server and authoring software. Upon request and for an additional fee, we will provide customized technical consulting and support for applications and server module development. We provide telephone technical support for our products 24 hours a day, seven days a week, providing services that include system monitoring, problem resolution and preventive troubleshooting. We are also providing customer service to Wink viewers 24 hours a day, seven days a week, through an agreement with Softbank that provides call- center support. Whenever possible, we seek to connect viewers directly with advertisers and merchants to lower customer service costs.

COMPETITION

We face competition from a number of companies, many of which have significantly greater financial, technical, manufacturing and marketing resources than Wink and may be in a better

37

position to compete in the industry. Current and potential competitors in one or more aspects of our business include television and other system software companies, interactive television system providers and multimedia authoring tool providers. We also face competition from other providers and companies operating in the direct marketing business, especially operators of toll-free response call centers.

A number of companies are developing system software for the general interactive television market, including At Home Corporation, Intel Corporation, Liberate Technologies, Sun Microsystems, OpenTV and Canal Plus. OpenTV and Canal Plus already offer certain products with features similar to Wink Enhanced Broadcasting. Intel and Liberate Technologies have developed technology that enables interactivity over analog or digital broadcasts. Many of these competitors have the support of, or relationships with, industry participants with which we also have relationships, which could adversely affect the extent of support these market participants give to Wink Enhanced Broadcasting. In addition, Microsoft, which has recently purchased a substantial equity stake in Wink and agreed to collaborate with us to develop, market and distribute Wink Enhanced Broadcasting on Microsoft television platforms, has been active in a variety of aspects of the interactive television market.

There also are a number of interactive system providers that have developed proprietary software and hardware for adding interactivity to existing television technologies, including Gemstar International Group Limited, Worldgate Communications, Inc., Source Media and ACTV Inc. In addition, one or more of these entities might choose to pursue hardware-independent, cross-platform opportunities directly competitive with Wink Enhanced Broadcasting. If we are not able to compete successfully against current or future competitors, our business, operating results and financial condition will be materially adversely affected.

INTELLECTUAL PROPERTY

Our ability to compete is dependent in part upon our internally developed, proprietary intellectual property. We rely on patent, trademark, trade secret and copyright law, as well as confidentiality procedures and licensing arrangements to establish and protect our rights in our technology. Others may develop technologies that are similar or superior to our technology. We typically enter into confidentiality or license agreements with our employees, consultants, customers, strategic partners and vendors, and typically control access to and distribution of our software, documentation and other proprietary information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use our products or technology without authorization, or to develop similar technology independently through reverse engineering or other means. Policing unauthorized use of our products is difficult. The steps we take may not prevent misappropriation of our technology or such agreements may not be enforceable. In addition, effective patent, copyright and trade secret protection may be unavailable or limited in certain foreign countries. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and could materially adversely affect our business.

On August 6, 1998, John L. Berman, an individual, filed suit against us in the U.S. District Court in the Northern District of California, alleging that we infringed his patents for an interactive television graphics interface and for a method and apparatus for applying overlay images. We believe that the resolution of this matter will not have a material adverse effect on us.

From time to time, we receive notices of claims of infringement of other parties' proprietary rights or claims for indemnification resulting from infringement claims. Irrespective of the validity or the successful assertion of such claims, we may incur significant costs and diversion of resources with respect to the defense of any claims brought, which could materially adversely affect our business. In

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addition, the assertion of such infringement claims could result in injunctions preventing us from distributing certain products, which could materially adversely affect our operating results and financial condition. In addition, the assertion of such infringement claims could result in injunctions preventing us from distributing certain products, which could materially adversely affect our business. If any claims or actions are asserted against us, we may seek to obtain a license under a third party's intellectual property rights. However, a license under such circumstances may not be available on reasonable terms, if at all.

The Wink Response Network is designed to collect and utilize data derived from viewer responses to Wink-enhanced programming. This data can be used for several purposes, including product inquiry and order fulfillment, advertising impact research and polling. Although we believe we have a right to use and compile such data, copyright, trade secret or other protection may not be available for such data and information or others may claim rights to it. We are also obligated to keep certain information regarding networks' and cable systems' programming services and system technology confidential.

We have licensed in the past and expect that we may license in the future elements of our technology and trademarks to third parties in the United States, Japan and other countries. We attempt to ensure that the quality of our brand is maintained by such business partners. However, such partners may take actions that could adversely affect the value of our proprietary rights or the reputation of our technologies.

Wink is a registered trademark of Wink Communications, Inc. Wink Communications, the Wink Communications, Inc. logo, the stylized "i" logo, Wink Engine, Wink Broadcast Server, Wink Response Server, Wink Server Studio, Wink Response Network and Wink Enhanced Broadcasting are trademarks of Wink Communications, Inc.

EMPLOYEES

As of June 30, 1999, we employed 99 full-time equivalents, excluding temporary personnel and consultants. Of the total number, 49 full-time equivalents were involved in product development, 13 in sales, marketing and customer service, ten in accounting, finance and administration and 27 in operations. We are not subject to any collective bargaining agreements and believe our relationship with our employees is good. See "Risk Factors -- We are dependent on the service of our chief executive officer, as well as our technical personnel."

FACILITIES

Our corporate headquarters and executive offices are in Alameda, California, where we lease approximately 38,000 square feet of space. The lease on this facility expires in January 2000. We believe that we will be able to renew this lease or secure sufficient space on reasonable terms upon expiration of this lease.

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MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND OTHER OFFICERS AND KEY EMPLOYEES

The following table sets forth certain information regarding our directors, executive officers and other officers and key employees as of June 30, 1999.

                   NAME                      AGE                      POSITION(S)
EXECUTIVE OFFICERS
Mary Agnes Wilderotter.....................  44    Chief Executive Officer, President and Director
Brian P. Dougherty.........................  42    Chairman of the Board of Directors and Chief
                                                   Technical Officer
Allan C. Thygesen..........................  36    Executive Vice President, Sales and Business
                                                   Development
Howard L. Schrott..........................  44    Chief Financial Officer and Senior Vice President
Timothy V. Travaille.......................  41    Senior Vice President, Operations and Deployment
Katherine Sullivan.........................  43    Senior Vice President, Marketing and People
                                                   Development
Jeffrey H. Coats...........................  41    Director
Bruce W. Dunlevie..........................  42    Director
Michael Fuchs..............................  53    Director
F. Philip Handy............................  55    Director
William Schleyer...........................  47    Director
Hidetaka Yamamoto..........................  55    Director
OTHER OFFICERS AND KEY EMPLOYEES
Michael Capuano............................  34    Vice President, Product Marketing
Dante Carpinito............................  39    Vice President, Business Development
Gregory Clark..............................  41    Vice President, Sales
Michael Gannon.............................  44    Vice President, Advertising Sales
Charles McCullough.........................  48    Vice President, Engineering
Patrick Ransil.............................  43    Vice President, Engineering
Reed Spiegel...............................  40    Vice President, Consumer Electronics Sales
Melinda White..............................  39    Vice President, Cable Sales

Mary Agnes Wilderotter has served as President and Chief Executive Officer and a director of Wink since January 1997. From August 1995 to January 1997, Ms. Wilderotter was the Executive Vice President of National Operations and Chief Executive Officer of the Aviation Communications Division of AT&T Wireless Services, Inc., a provider of wireless communications services in the United States and a wholly owned subsidiary of AT&T Corporation. Prior to her tenure at AT&T Wireless, Ms. Wilderotter was Senior Vice President of McCaw Cellular Communications, Inc. from October 1991 to August 1995 and Regional President of the California/Nevada/Hawaii Region. McCaw became AT&T Wireless upon McCaw's acquisition by AT&T. Prior to joining McCaw, Ms. Wilderotter spent over 12 years in the cable industry. Ms. Wilderotter serves as a director on the boards of Airborne Freight Corporation, Gaylord Entertainment Co., American Tower Corp., The California Chamber of Commerce, California Cable Television Association, California Community College Foundation, and Electric Lightwave. Ms. Wilderotter is also a member of the board of trustees of the College of the Holy Cross. Ms. Wilderotter received a B.A. degree in Economics and Business Administration from the College of the Holy Cross.

Brian P. Dougherty co-founded Wink in October 1994 and served as Chief Executive Officer of Wink from inception until December 1996. Mr. Dougherty has also served as the Chairman of the

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Board of Wink since inception. Mr. Dougherty also serves as Chief Technical Officer of Wink Communications. Prior to co-founding Wink Communications, Mr. Dougherty founded Geoworks Corporation, a software developer, in 1983 and served as its Chief Executive Officer from September 1983 until February 1993 and as its Chairman from September 1983 until May 1997. Mr. Dougherty serves as a director of Neomagic and Geoworks. Mr. Dougherty received a B.S. degree in Electrical Engineering/Computer Science from the University of California, Berkeley.

Allan C. Thygesen has served as our Executive Vice President, Sales and Business Development since July 1999 and served as Senior Vice President, Programming and Advertising from March 1998 to July 1999, and as Vice President, Content, Tools and Development from July 1996 to March 1998. From November 1994 to July 1996, Mr. Thygesen served as Vice President and General Manager, Consumer Products, of Gold Disk, Inc., a producer and publisher of personal productivity software. From May 1993 to November 1994, Mr. Thygesen was employed by Media Vision Technologies, Inc., a multimedia hardware manufacturer and publisher of CD-ROM entertainment software, most recently as Vice President and General Manager, Multimedia Publishing. Media Vision filed for bankruptcy in March 1994. Earlier, Mr. Thygesen served in a variety of management positions in finance, sales, marketing and operations at Pellucid Inc., Everex Systems Inc. and Radiometer A/S. Mr. Thygesen received an MSc degree in Economics from the University of Copenhagen and an M.B.A. degree from the Stanford Graduate School of Business.

Howard L. Schrott has served as Senior Vice President and Chief Financial Officer since May 1999. From 1991 to 1999, he was Executive Vice President and Chief Financial Officer of Emmis Communications Corporation, a diversified media company. Prior to joining Emmis, Mr. Schrott was a Vice President in the Communications Lending Group at First Union National Bank, Charlotte, North Carolina. From 1984 to 1989, Mr. Schrott served as Chief Operating and Executive Officer for a group of radio stations. Mr. Schrott also spent two years practicing law in Washington, D.C. and Indianapolis, Indiana, where he concentrated on matters before the Federal Communications Commission and general business matters relating to broadcasting and media. Mr. Schrott received a B.S. degree in Communications and Business from Butler University and a J.D. degree from Indiana University School of Law -- Indianapolis.

Timothy V. Travaille has served as our Senior Vice President, Operations and Deployments since March 1998 and served as Vice President, Operations and Deployments from March 1997 to March 1998. From March 1994 to March 1997, Mr. Travaille was employed by AT&T Wireless as Vice President, Chief Information Officer. From December 1986 to February 1994, Mr. Travaille was employed by Lamonts Apparel Inc., most recently as Vice President of Information Systems and Merchandise Information Office. Mr. Travaille received B.S. degrees in Accounting and Computer Science and an M.B.A. degree from the University of Washington.

Katherine Sullivan has served as our Senior Vice President, Marketing and People Development since June 1999 and served as Vice President, Consumer Marketing and Marketing Communications from September 1997 to June 1999. From June 1992 until September 1997, Ms. Sullivan was employed by McCaw Cellular Communications/AT&T Wireless Communications, serving in several roles directing Western Region retail sales and distribution. Ms. Sullivan received a B.A. degree in Economics from The University of South Carolina.

Jeffrey H. Coats has served as a director of Wink since June 1997. Since July 1999, Mr. Coats has served as a Founder and Managing Director of the T. H. Lee, Putnam Internet Fund. From April 1996 to July 1999, Mr. Coats served as Managing Director of GE Capital Equity Capital Group, Inc., a wholly owned subsidiary of General Electric Capital Corporation. From September 1991 to April 1993, Mr. Coats was also a Managing Director of GE Capital Corporate Finance Group, Inc., a wholly owned subsidiary of General Electric Capital Corporation. From February 1994 to April 1996,

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Mr. Coats served as President of Maverick Capital Equity Partners, LLC, and from May 1993 to January 1994, Mr. Coats was a Managing Director with Veritas Capital, Inc., both of which are investment firms. Mr. Coats is the Chairman of the Board of The Hastings Group, Inc., which filed for Chapter 11 bankruptcy in October 1995 and confirmed a plan of liquidation in December 1997. Mr. Coats is a director of Krause's Furniture, Inc., autobytel.com, Inc. and The Museum Company, Inc. Mr. Coats holds a B.B.A. in Finance from the University of Georgia and an M.A. in International Management in Finance from the American Graduate School of International Management.

Bruce W. Dunlevie has served as a director of Wink since March 1996. In May 1995, Mr. Dunlevie founded Benchmark Capital LLC, a venture capital firm, of which he is currently a Managing Member. From October 1989 to the present, he has served as a General Partner of Merrill, Pickard, Anderson & Eyre, a venture capital firm. Mr. Dunlevie is a director of Genesys Telecommunications Laboratories, Rambus Inc. and several private companies. Mr. Dunlevie received a B.A. degree from Rice University and an M.B.A. degree from the Stanford Graduate School of Business.

Michael Fuchs has served as a director of Wink since June 1998. Since November 1995, Mr. Fuchs has been an investor and consultant in the media business. Mr. Fuchs was Chairman and Chief Executive Officer of Home Box Office, a division of TimeWarner Entertainment Company, L.P., from October 1984 until November 1995, and Chairman and Chief Executive Officer of Warner Music Group, a division of Time Warner Inc., from May 1995 to November 1995. Mr. Fuchs is Chairman of autobytel.com, Inc. Mr. Fuchs holds a B.A. degree from Union College and a J.D. degree from the New York University School of Law.

F. Philip Handy has served as a director of Wink since June 1997. Mr. Handy is a private investor who is currently in partnership with Equity Group Investments. Mr. Handy was Managing Director of EGI Corporate Investments, a diversified management and investment business from June 1997 until December 1998. Previously, he was Partner of Winter Park Capital Company, a private investment firm, from June 1980 until May 1997. Mr. Handy is a director of Anixter International, Inc., Chart House Enterprises, Inc., Transmedia Network, Inc. and Davel Communications. Mr. Handy received an A.B. degree in Economics from Princeton University and an M.B.A. degree from Harvard Business School.

William T. Schleyer has served as a director of Wink since January 1998. Mr. Schleyer is currently serving as Chairman of the Open Cable Initiative. From October 1997 to June 1998, Mr. Schleyer served as an advisor to US WEST Media Group. From November 1996 to October 1997, Mr. Schleyer served as President and Chief Operating Officer of MediaOne, the broadband services arm of US WEST Media Group. From November 1994 to November 1996, Mr. Schleyer was President and Chief Operating Officer of Continental Cablevision, Inc. before the company's acquisition by US WEST Media Group in November 1996. Continental became MediaOne in May 1997. Mr. Schleyer serves on the board of directors and executive committee of Cable Television Laboratories, Inc., a research and development consortium of cable system operators. He serves on the board of directors of Rogers Communications, Inc., a Canadian cable operator, and Antec Corporation, a supplier of goods and services to cable and television industries. Mr. Schleyer received a B.S. degree in Mechanical Engineering from Drexel University and an M.B.A. degree from Harvard Business School.

Hidetaka (Hank) Yamamoto has served as a director of Wink since February 1995. Mr. Yamamoto has been employed by Toshiba Corporation since 1966, most recently as a General Manager, New Business Development, of Toshiba's Information and Industrial Systems Company. Mr. Yamamoto received a Bachelor of Economics degree from the University of Tokyo and an M.B.A. degree from the Graduate School of Business at the University of Chicago.

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BOARD OF DIRECTORS

We currently have authorized eight directors. At present, each director holds office until the next annual meeting of the stockholders or until his or her successor is duly elected and qualified. Our Amended and Restated Certificate of Incorporation provides for the establishment of a classified Board of Directors upon the date of this offering. In accordance with the terms of the Amended and Restated Certificate of Incorporation, the Board of Directors will be divided into three classes, the terms of which will expire at different times. Class I consists of Mr. Dougherty and Mr. Dunlevie, who will serve until the annual meeting of stockholders to be held in 2000. Class II consists of Ms. Wilderotter, Mr. Schleyer and Mr. Fuchs, who will serve until the annual meeting of stockholders to be held in 2001. Class III consists of Mr. Coats, Mr. Handy and Mr. Yamamoto, who will serve until the annual meeting of stockholders to be held in 2002. At each annual meeting of stockholders beginning with the 2000 annual meeting, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following election and until their successors have been duly elected and qualified. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes such that, as nearly as possible, each class will consist of an equal number of directors.

Board Committees. The Board of Directors has a Compensation Committee and an Audit Committee.

The Audit Committee of the Board of Directors reviews and monitors the corporate financial reporting and the internal and external audits of Wink and Wink's subsidiary, including, among other things, the audit and control functions, the results and scope of the annual audit and other services provided by our independent accountants and our compliance with legal matters that have a significant impact on our financial reports. The Audit Committee also consults with our management and our independent accountants prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of our financial affairs. In addition, the Audit Committee has the responsibility to consider and recommend the appointment of, and to review fee arrangements with, our independent accountants. The current members of the Audit Committee are Mr. Coats, Mr. Fuchs and Mr. Yamamoto.

The Compensation Committee of the Board of Directors reviews and makes recommendations to the Board regarding all forms of compensation provided to the executive officers and directors of Wink and Wink's subsidiary, including stock compensation and loans. In addition, the Compensation Committee reviews and makes recommendations on bonus and stock compensation arrangements for all of Wink's employees. As part of the foregoing, the Compensation Committee also administers our 1994 Stock Plan, 1999 Stock Plan and 1999 Employee Stock Purchase Plan. The current members of the Compensation Committee are Mr. Schleyer, Mr. Dunlevie and Mr. Handy.

DIRECTOR COMPENSATION AND OTHER ARRANGEMENTS

Except for reimbursements received by non-employee directors for expenses incurred in attending board meetings, directors of Wink do not receive cash compensation for their services as directors.

Under our 1999 Director Option Plan, each new non-employee director who joins Wink after this offering is entitled to receive an option to purchase 40,000 shares of our common stock. In addition, each current and future non-employee director is entitled to receive an additional option to purchase 40,000 shares of common stock four years after the grant of such person's last option, provided that he or she has served on the Board continuously during such period. All options granted under the 1999 Director Option Plan will become exercisable over a four-year period at the rate of 25% per year. The exercise price per share for all options granted under the 1999 Director Option Plan will be

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equal to the fair market value of the common stock on the date of grant. See "Management -- Employee Benefit Plans."

In 1998, we granted options under our 1994 Stock Plan to certain non-employee directors. See "Certain Transactions -- Certain Sales and Option Grants to Executive Officers and Directors."

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to establishing the Compensation Committee, the Board of Directors determined compensation for executive officers. No interlocking relationship exists between our Board of Directors and the board of directors or compensation committee of any other company, nor has any such interlocking relationship existed in the past.

EXECUTIVE OFFICER COMPENSATION

The following table sets forth certain information concerning total compensation received by our Chief Executive Officer and each person who served as an executive officer of Wink during the last fiscal year and whose aggregate salary and bonus for such year exceeded $100,000 (collectively, the "Named Executive Officers") for services rendered to Wink in all capacities during the fiscal year.

SUMMARY COMPENSATION TABLE

                                                                                    LONG-TERM
                                                                                  COMPENSATION
                                                                                     AWARDS
                                                        ANNUAL             ---------------------------
                                                     COMPENSATION          RESTRICTED       SECURITIES
                                                 --------------------        STOCK          UNDERLYING
          NAME AND PRINCIPAL POSITION            SALARY($)   BONUS($)      AWARDS(#)        OPTIONS(#)
Mary Agnes Wilderotter.........................  $208,333    $ 25,000        25,000          100,000
  President and Chief Executive Officer                                                       21,000
Brian P. Dougherty.............................    90,000      50,000            --               --
  Chairman of the Board and
  Chief Technical Officer
Allan C. Thygesen..............................   123,750      35,000            --           50,000
  Executive Vice President,
  Sales and Business Development
Timothy V. Travaille...........................   124,583     100,000            --           50,000
  Senior Vice President,
  Operations and Deployment
Katherine Sullivan.............................   103,738      40,000            --               --
  Senior Vice President,
  Marketing and People Development
Paritosh K. Choksi.............................   175,000          --            --               --
  Former Chief Financial Officer

The bonuses, restricted stock awards and option grants described above include amounts paid or granted in 1998 with respect to fiscal 1997. For additional information about Ms. Wilderotter's restricted stock award, see "Certain Transactions -- Sales and Option Grants to Executive Officers and Directors." Bonus amounts for Mr. Thygesen, Mr. Travaille and Ms. Sullivan include the money value of stock bonuses paid in lieu of cash bonuses. The value of Mr. Thygesen's stock bonus was $35,000. The value of Mr. Travaille's stock bonus was $30,000. The value of Ms. Sullivan's stock bonus was $25,000. These values were based upon a fair market value determined by the Board of

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Directors to be $4.00 per share on the date of issuance. All stock bonuses were fully vested at issuance. Ms. Sullivan's bonus also included $15,000 of moving expenses.

OPTION GRANTS IN 1998

The following table sets forth, as to the Named Executive Officers who have reportable information, information concerning stock options granted during the year ended December 31, 1998. We granted options to purchase 1,092,231 shares of common stock to employees and consultants in 1998.

                                                                                                    POTENTIAL
                                                                                                   REALIZABLE
                                                                                                VALUE AT ASSUMED
                                                        INDIVIDUAL GRANTS                        ANNUAL RATES OF
                                      ------------------------------------------------------       STOCK PRICE
                                       SECURITIES      PERCENT OF                               APPRECIATION FOR
                                       UNDERLYING     TOTAL OPTIONS   EXERCISE                     OPTION TERM
                                         OPTIONS        IN FISCAL     PRICE PER   EXPIRATION   -------------------
                NAME                   GRANTED(#)        YEAR(%)      SHARE($)       DATE       5%($)      10%($)
Mary Agnes Wilderotter..............     100,000           9.2%         $4.00      1/15/08     $251,558   $637,497
                                          21,000           1.9           8.00      9/24/08      105,654    267,749
Allan C. Thygesen...................      50,000           4.6           6.00      3/27/08      188,668    478,123
Timothy V. Travaille................      50,000           4.6           6.00      3/27/08      188,668    478,123

In reviewing the information above, please note:

- The options granted under the 1994 Stock Plan are incentive stock options or nonqualified stock options and have exercise prices equal to the fair market value of our common stock on the date of grant, as determined by the Board of Directors on the date of grant.

- Except for the options granted to Ms. Wilderotter, all such options have ten-year terms and vest over a period of four years at a rate of 1/4 of the shares after the first year and 1/48 of the shares per month thereafter.

- Ms. Wilderotter's option to purchase 100,000 shares vests at a rate of 1/48 per month, with accelerated vesting in the event of certain corporate transactions. Ms. Wilderotter's option to purchase 21,000 shares was fully vested as of the date of grant.

See "Certain Transactions -- Employment Offer Letters and Severance Arrangements."

In determining the fair market value of the common stock, the Board of Directors considered various factors, including Wink's financial condition and business prospects, its operating results, the absence of a market for the common stock and the risks normally associated with technology companies.

Under rules promulgated by the Securities and Exchange Commission, the amounts in the two columns on the far right of the above table represent the hypothetical gain or "option spread" that would exist for the options in this table based on assumed stock price appreciation from the date of grant until the end of such options' ten-year term at assumed annual rates of 5% and 10% increases over the exercise price, which equalled the fair market value on date of grant. The 5% and 10% assumed annual rates of appreciation are specified in Commission rules and do not represent our estimate or projection of future stock price growth. We do not necessarily agree that this method can properly determine the value of an option. Actual gains, if any, on stock option exercises depend on numerous factors, including our future performance, overall market conditions and the option holder's

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continued employment with us throughout the entire vesting period and option term, which factors are not reflected in this table.

AGGREGATED OPTION EXERCISES IN 1998 AND DECEMBER 31, 1998 OPTION VALUES

The following table sets forth, as to the Named Executive Officers who have reportable information, information concerning stock option activity during the last fiscal year and the number of shares subject to both exercisable and unexercisable stock options as of December 31, 1998. Also reported are values for "in-the-money" options, which values represent the positive spread, if any, between the respective exercise prices of each outstanding stock option and the fair market value of the common stock as of December 31, 1998 ($8.00 per share).

                                                             NUMBER OF SECURITIES
                                                            UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                                                                  OPTIONS AT                   IN-THE-MONEY
                                   SHARES                      DECEMBER 31, 1998                OPTIONS($)
                                  ACQUIRED      VALUE     ---------------------------   ---------------------------
             NAME                ON EXERCISE   REALIZED   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
Mary Agnes Wilderotter.........      --          --         43,917          77,083       $ 91,668       $308,332
Allan C. Thygesen..............      --          --         76,250         113,750        570,000        570,000
Timothy V. Travaille...........      --          --         43,750         106,250        315,000        505,000
Katherine Sullivan.............      --          --         23,438          51,563        140,625        309,375

EMPLOYEE BENEFIT PLANS

1999 Stock Plan. Our 1999 Stock Plan was approved by the Board of Directors in June 1999 and will be submitted to the stockholders for their approval prior to the date of this offering, to become effective on the date of this offering. The 1999 Plan provides for the grant to employees of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and for the grant to employees, directors and consultants of nonstatutory stock options and stock purchase rights. Unless terminated sooner, the 1999 Plan will terminate automatically in 2009. A total of 2,500,000 shares of common stock are currently reserved for issuance pursuant to the 1999 Plan. The amount reserved under the 1999 Plan will automatically increase at the end of each fiscal year by the lesser of 1,000,000 shares, 4% of outstanding shares on such date or a lesser amount determined by the Board.

The 1999 Plan may be administered by the Board of Directors or a committee of the Board, which committee must, in the case of options intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, consist of two or more "outside directors" within the meaning of Section
162(m). The administrator has the power to determine the terms of the options or stock purchase rights granted, including the exercise price, the number of shares subject to each option or stock purchase rights, the exercisability thereof, and the form of consideration payable upon such exercise. In addition, the administrator has the authority to amend, suspend or terminate the 1999 Plan, provided that no such action may affect any share of common stock previously issued and sold or any option previously granted under the 1999 Plan.

Options and stock purchase rights granted under the 1999 Plan are not generally transferable by the optionee, and each option and stock purchase right is exercisable during the lifetime of the optionee only by such optionee. Options granted under the 1999 Plan must generally be exercised within three months after the end of optionee's status as an employee or consultant of Wink, or within twelve months after such termination by reason of death or disability, but in no event later than the expiration of the option's term. Options generally vest over a four-year period at a rate of 1/4 of the shares subject to the option after the first year and 1/48 of the shares per month thereafter. In

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the case of stock purchase rights, unless the administrator determines otherwise, the restricted stock purchase agreement entered into at the time a stock purchase right is exercised grants us a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's employment or consulting relationship with us for any reason (including death or disability). The purchase price for shares repurchased pursuant to the restricted stock purchase agreement is the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to us. The repurchase option lapses at a rate determined by the administrator.

The exercise price of all incentive stock options granted under the 1999 Plan must be at least equal to the fair market value of the common stock on the date of grant. The exercise price of nonstatutory stock options and stock purchase rights granted under the 1999 Plan is determined by the administrator, but, with respect to nonstatutory stock options intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, the exercise price must at least be equal to the fair market value of the common stock on the date of grant. With respect to any participant who owns stock possessing more than 10% of the voting power of all classes of our outstanding capital stock, the exercise price of any incentive stock option granted to such person must equal at least 110% of the fair market value on the grant date, and the term of such incentive stock option must not exceed five years. The term of all other options granted under the 1999 Plan may not exceed ten years.

The 1999 Plan provides that in the event of a merger of Wink with or into another corporation or a sale of substantially all of our assets, each option or right will be assumed or an equivalent option or right substituted by the successor corporation. If the outstanding options or rights are not assumed or substituted, all unexercised options or stock purchase rights will terminate upon the consummation of such transaction.

1999 Employee Stock Purchase Plan. Our 1999 Employee Stock Purchase Plan was adopted by the Board of Directors in June 1999 and will be submitted to the stockholders for their approval prior to the date of this offering, to become effective on the date of this offering. A total of 250,000 shares of common stock has been reserved for issuance under the Purchase Plan. The amount reserved under the Purchase Plan will automatically increase at the end of each fiscal year by the lesser of 75,000 shares, 0.3% of the outstanding shares on such date or a lesser amount determined by the Board.

The Purchase Plan, which is intended to qualify under Section 423 of the Code, contains successive six-month offering periods. The offering periods generally start on the first trading day on or after February 1 and August 1 of each year, except for the first such offering period, which commences on the date on which the Securities and Exchange Commission declares the registration statement for this offering effective and ends on the last trading day on or before January 31, 2000.

Employees are eligible to participate in the Purchase Plan if they are employed by Wink or any participating subsidiary for at least 20 hours per week and more than five months in any calendar year, although any employee who would own stock possessing 5% or more of the total combined voting power or value of all classes of our stock may not participate in the Purchase Plan. The Purchase Plan permits participants to purchase common stock through payroll deductions of up to 15% of the participant's "compensation," up to a maximum aggregate deduction of $21,250 for all offering periods ending within any calendar year. Compensation is defined as the participant's gross earnings and commissions, and will include cash payments for overtime, shift premiums, incentives, bonuses and other compensation.

Amounts deducted and accumulated under the Purchase Plan are used to purchase shares of common stock at the end of each offering period. The price of stock purchased under the Purchase

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Plan is 85% of the lower of the fair market value of the common stock at the beginning of the offering period (or, in the case of the offering period commencing on the date of this offering, the price to public of the shares offered in this offering) or end of the offering period. Participants may end their participation at any time during an offering period and will be paid their payroll deductions to date. Participation ends automatically upon termination of employment with Wink.

Rights granted under the Purchase Plan are not transferable by a participant other than by will, the laws of descent and distribution, or as otherwise provided under the Purchase Plan. The Purchase Plan provides that, in the event of a merger of Wink with or into another corporation or a sale of substantially all of our assets, each outstanding right to purchase shares under the Purchase Plan during the offering period then in progress may be assumed or substituted for by the successor corporation. If the successor corporation refuses such assumption or substitution, the offering period then in progress will be shortened and a new purchase date will be set at or prior to the closing of such transaction after which time the Purchase Plan will terminate. Otherwise, the Purchase Plan will terminate in 2009. The Board of Directors has the authority to amend or terminate the Purchase Plan, except that no such action may adversely affect any outstanding rights to purchase stock under the Purchase Plan.

1999 Director Option Plan. All non-employee directors are entitled to participate in the 1999 Director Option Plan. The Director Plan was adopted by the Board of Directors in June 1999 and will be submitted to the stockholders for their approval prior to the date of this offering, to become effective on the date of this offering. The Director Plan has a term of ten years, unless terminated sooner by the Board of Directors. A total of 250,000 shares of common stock have been reserved for issuance under the Director Plan.

The Director Plan provides for the automatic grant of a nonstatutory option to purchase 40,000 shares of common stock to each new non-employee director who becomes a director after the date of this offering on the date such person becomes a director. Each current and future non-employee director will automatically be granted an additional nonstatutory option to purchase 40,000 shares on the fourth anniversary of the date of grant of his or her last option if he or she has served on the Board continuously during such period. Each option granted under the Director Plan will have a term of ten years, and will vest as to 25% of the shares subject to the option on each anniversary of the date of grant. The exercise price of each option granted under the Director Plan will be 100% of the fair market value per share of the common stock on the date of grant. Options granted under the Director Plan must be exercised within three months of the end of the optionee's tenure as a director of Wink, or within twelve months after such termination by reason of death or disability, but in no event later than the expiration of the option's ten-year term. No option granted under the Director Plan is transferable by the optionee other than by will or the laws of descent and distribution, and each option is exercisable, during such lifetime of the optionee, only by such optionee.

The Director Plan provides that in the event of a merger of Wink with or into another corporation, a sale of substantially all of our assets or a like transaction involving Wink, each option will be assumed or an equivalent option substituted by the successor corporation. Following such an assumption or substitution, if the optionee's status as a director of the successor corporation terminates other than upon the optionee's voluntary resignation, the option will become fully exercisable, including as to shares for which it would not otherwise be exercisable. If the outstanding options are not assumed or substituted, the Administrator will provide for each optionee to have the right to exercise the option as to all of the currently vested stock, plus 50% of shares as to which such options would not otherwise be exercisable for a period of 15 days from the date of such notice, and all unexercised options will terminate upon the expiration of such period.

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1994 Stock Plan. Our 1994 Stock Plan provides for the grant to employees of incentive stock options, and for the grant to employees, consultants and directors of nonstatutory stock options. As of June 30, 1999, options to purchase an aggregate of 4,069,314 shares of common stock were outstanding under the 1994 Plan, with a weighted average exercise price of $5.22. The Board of Directors has determined that no further options will be granted under the 1994 Plan after the completion of this offering. Terms of options issued under the 1994 Plan are substantially similar to those described for the 1999 Plan. The 1994 Plan provides that in the event of a merger of Wink with or into another corporation, or a sale of substantially all of our assets, each outstanding option or stock purchase right will be assumed or substituted for by the successor corporation. If the successor corporation refuses to assume or substitute for the option or stock purchase right, the option or stock purchase right will terminate as of the closing of such transaction.

401(k) Plan. Our 401(k) Profit Sharing Plan was adopted in 1996. The 401(k) Plan is designed to enable eligible employees to save for retirement and is for the exclusive benefit of eligible employees and their beneficiaries. All employees who have completed six months of service with Wink and have attained the age of 21 are eligible to participate in the 401(k) Plan.

The 401(k) Plan permits us to make contributions to the Plan which match employees' eligible contributions, subject to a maximum. To date, we have not made any such matching contributions. The trustees under the 401(k) Plan invest the assets of the 401(k) Plan, at the direction of each participating employee, in any of several investment options. The 401(k) Plan is intended to qualify under Section 401 of the Code, so that contributions by employees to the 401(k) Plan, and income earned on Plan contributions, are not taxable to employees until withdrawn, and so that any matching contributions by us will be deductible by us when and if made.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

Our Amended and Restated Certificate of Incorporation limits the liability of our directors for monetary damages arising from a breach of their fiduciary duty as directors, except to the extent otherwise required by the General Corporation Law of Delaware. Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission. Our Bylaws provide that we shall indemnify our directors and officers, and may indemnify our other employees and agents, to the fullest extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary under Delaware law. We intend to enter into indemnification agreements with each of our officers and directors containing provisions that requires Wink to, among other things, indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature), to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified and to cover our directors and officers under any Wink liability insurance policies applicable to our directors and officers. We also intend to obtain director and officer insurance.

At present, there is no pending litigation or proceeding involving any director, officer, employee benefit plan fiduciary, employee or agent of Wink where indemnification will be required or permitted.

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CERTAIN TRANSACTIONS

The following sets forth certain transactions between Wink and our directors, executive officers and 5% stockholders and their affiliates. We believe that each of the transactions described below was on terms no less favorable to Wink than could have been obtained from unaffiliated third parties. All future transactions between Wink and any director or executive officer will be subject to approval by a majority of the disinterested members of the Board.

SERIES B, SERIES C AND SERIES D PREFERRED STOCK FINANCINGS

Between December 21, 1995 and March 29, 1996, we sold an aggregate of 2,233,750 shares of Series B preferred stock at a price of $4.00 per share. Between April 17, 1997 and December 2, 1998, we sold an aggregate of 4,322,250 shares of Series C preferred stock at a price per share of $8.00, and, in connection with such sales, issued warrants to purchase an aggregate of 1,800,000 shares of common stock at exercise prices ranging from $0.80 to $16.00 per share. In June and July 1999, we sold an aggregate of 4,958,333 shares of Series D preferred stock at a price of $12.00 per share. In connection with a commercial agreement with Microsoft entered into concurrently with these sales, we issued a warrant to purchase 500,000 shares of common stock at an exercise price of $12.00 per share. The purchasers of Series B preferred stock, Series C preferred stock, Series D preferred stock and warrants include, among others, the following entities affiliated with directors and holders of more than five percent of our voting securities:

                                               SHARES OF   SHARES OF   SHARES OF   WARRANTS TO
                                               SERIES B    SERIES C    SERIES D      PURCHASE
                                               PREFERRED   PREFERRED   PREFERRED   COMMON STOCK
                                               ---------   ---------   ---------   ------------
ENTITIES AFFILIATED WITH DIRECTORS
Venture capital funds affiliated with
  Benchmark Capital Partners, L.P. (Bruce
  Dunlevie)..................................   375,000       93,750          --     500,000
Venture capital funds affiliated with
  EGI-Wink Investors, L.L.C. (affiliated with
  F. Philip Handy)...........................        --      625,000          --     125,000
General Electric Capital Corporation
  (formerly affiliated with Jeffrey Coats)...        --      906,250          --     550,000
NBC Multimedia, Inc. (formerly affiliated
  with Jeffrey Coats)........................        --           --          --     375,000
Toshiba Corporation (Hidetaka Yamamoto)......     2,500      250,000          --          --
OTHER 5% STOCKHOLDERS
General Instrument Corporation...............   600,000      187,500     166,667          --
Vulcan Ventures Incorporated ................        --    1,162,500          --     250,000
Microsoft Corporation........................        --           --   2,500,000     500,000
Hughes Electronics Corporation...............        --           --   1,249,999          --

In reviewing the information above, please note:

- the warrants to purchase 500,000 shares of common stock held by venture capital funds affiliated with Benchmark Capital Partners, L.P. expire on the closing of this offering and have an exercise price of $6.00 per share;

- the warrants to purchase 125,000 shares of common stock held by venture capital funds affiliated with EGI-Wink Investors, L.L.C. expire on the date of this offering and have an exercise price of $0.80 per share;

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- the shares of Series B preferred stock listed opposite Toshiba Corporation were purchased by Mr. Yamamoto personally; and

- simultaneously with the completion of this offering, all shares of preferred stock will be converted into shares of common stock.

COMMERCIAL RELATIONSHIPS AND AGREEMENTS WITH PRINCIPAL STOCKHOLDERS

In September 1997, we entered into agreements with Toshiba Corporation under which:

- we agreed to develop for, and license to, Toshiba certain of our proprietary technology;

- we granted Toshiba a worldwide, non-exclusive, non-transferable right to incorporate the Wink Engine software into certain Toshiba products; and

- we granted Toshiba the right to use and distribute Wink's Online Server software.

In addition, in October 1997, we entered into a license agreement with Toshiba America Consumer Products, Inc., a subsidiary of Toshiba, under which we granted a non-exclusive, non-transferable license to incorporate the Wink Engine software into certain of its products. In addition, on January 25, 1999, we entered into an agreement, under which we agreed to develop demonstration software for use in certain Toshiba products. From January 1, 1995 to June 30, 1999, Toshiba and Toshiba America paid Wink $605,000 in royalties, non-recurring engineering fees and other payments. Toshiba is a holder of more than 5% of our outstanding common stock. Hidetaka Yamamoto, a director of Wink, is General Manager of New Business Development of Toshiba's Information and Industrial Systems Company.

In June 1997, we entered into a contract with NBC Multimedia, Inc. under which we licensed certain software and technology to NBC Multimedia in return for certain programming commitments by NBC Multimedia. Such commitments have since expired, although NBC continues to air Wink-enhanced programming. In addition, Wink has agreed to pay to NBC a portion of the revenues Wink receives relating to responses to Wink-enhanced advertising and programming broadcast through NBC, if any. NBC Multimedia is affiliated with General Electric Capital Corporation which is a holder of more than 5% of our outstanding common stock. In June 1997, we issued to NBC Multimedia a warrant to purchase 375,000 shares of common stock. This warrant expires in 2004 and has an exercise price of $8.00 per share.

In June 1995, we entered into an agreement with General Instrument under which we agreed to develop and license to General Instrument certain of our proprietary technology. From January 1, 1995 to June 30, 1999, General Instrument has paid Wink $600,000 in royalties, non-recurring engineering fees and other payments, and we have paid General Instrument $375,000 in connection with a research and development agreement. In connection with this agreement, General Instrument purchased from Wink 550,000 shares of common stock at $0.01 per share (giving effect to a 10-for-1 split of our common stock in June 1995). General Instrument is a holder of more than 5% of our outstanding common stock.

In June 1998, we entered into an agreement with General Electric Capital Corporation, under which certain affiliates of General Electric Capital Corporation receive fixed rate pricing for all Wink products and services during a charter period ending in 1999, in exchange for a commitment by these affiliates to air specified amounts of Wink-enhanced advertising. Since July 1998, General Electric Capital Corporation and its affiliates have paid us $25,000 of license fees. We also have an agreement with General Electric Information Services, an affiliate of General Electric Capital Corporation, for the operation of the Wink Response Network. Since May 1998, we have paid General Electric

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Information Services $328,000 under this agreement. In addition, in August 1998, we issued to General Electric Capital Corporation a warrant to purchase 25,000 shares of common stock in exchange for consulting service under a letter agreement dated September 1998.

In December 1998, we issued to Vulcan Ventures Incorporated warrants to purchase up to an aggregate of 250,000 shares of common stock, subject to certain performance and exercisability conditions. Any exercise of the warrants is conditioned upon cable television system operators affiliated with Vulcan deploying set-top boxes containing Wink Engines to at least 200,000 households between January 1, 1999 and December 31, 2001. Vulcan may exercise the warrants on or after February 1, 2001 for a number of shares equal to one-fifth the number of households in which a Wink-enabled set-top box is deployed by a Vulcan affiliate during calendar 1999, which box remains deployed for at least one year after deployment. The exercise price for such shares is $12.00 per share. Vulcan may exercise the warrants on or after February 1, 2002 for an additional number of shares equal to one-fifth the number of households in which a Wink-enabled set-top box is deployed during calendar 2000, which box remains deployed for at least one year thereafter, less the number of shares which became exercisable in 2001, up to the aggregate maximum of 250,000 shares. The exercise price of such additional shares is $16.00 per share. Vulcan Ventures Incorporated is a holder of more than 5% of our outstanding common stock.

In October 1997, we entered into an agreement with Charter Communications Inc. under which Charter licensed certain proprietary technology to enable the delivery of Wink Enhanced Broadcasting to Charter subscribers in select markets. This agreement was subsequently amended in March 1999 to include revenue guarantees to Charter in exchange for a minimum volume commitment for Wink Engines deployed. See Note 6 to Consolidated Financial Statements. Charter is affiliated with Vulcan Ventures Incorporated, which is a holder of more than 5% of our outstanding common stock.

In May 1999, we entered into an agreement with Microsoft pursuant to which Microsoft agreed to collaborate with us to develop, market and distribute Wink Enhanced Broadcasting. Pursuant to this agreement, we have agreed to pay Microsoft a portion of the revenues we receive relating to responses to Wink-enhanced advertising and programming broadcast through Microsoft's television platforms and to provide Microsoft with certain minimum revenue guarantees. In addition, in connection with these agreements, we issued to Microsoft a warrant to purchase 500,000 shares of our common stock. This warrant expires in 2004 and has an exercise price of $12.00. Microsoft is a holder of more than 5% of our outstanding common stock. See "Business -- Strategic Relationships -- Strategic Relationship with Microsoft" and "Risk Factors -- We will incur substantial liability if Wink Enhanced Broadcasting fails to generate sufficient revenue to meet our revenue guarantees and other obligations."

In December 1998, we entered into an agreement with DIRECTV, Inc., whereby DIRECTV has licensed Wink technology for use in their direct broadcast satellite set-top boxes. In exchange, we have agreed to provide DIRECTV with technical development fees. To date, no technical development fees have been paid to DIRECTV. DIRECTV is a subsidiary of Hughes Electronics Corporation, which is a holder of more than 5% of our outstanding common stock.

CERTAIN SALES AND OPTION GRANTS TO EXECUTIVE OFFICERS AND DIRECTORS

On December 2, 1996, we sold 1,310,000 shares of common stock at a price of $0.40 per share to Mary Agnes Wilderotter, our President and Chief Executive Officer and a director of Wink. We have the right to repurchase such shares in the event Ms. Wilderotter's services to us terminate, which right lapses progressively over four years after the date of purchase. Ms. Wilderotter paid for such shares with a full-recourse, ten-year $524,000 promissory note, secured by the purchased shares pursuant to a security agreement entered into on the same date. The note bears interest at a rate of

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6.4% per annum. The aggregate outstanding principal and interest at June 30, 1999 was approximately $601,000.

On January 15, 1998, the Board of Directors granted Ms. Wilderotter an option to purchase 100,000 shares of common stock at an exercise price of $4.00 per share, as well as the right to purchase 25,000 shares of restricted common stock, at $4.00 per share. We have the right to repurchase such shares in the event Ms. Wilderotter's services to us terminate, which right lapses progressively over four years after the date of purchase. Ms. Wilderotter paid for the 25,000 shares of restricted stock with a full-recourse, ten-year $100,000 promissory note, secured by the purchased shares pursuant to a security agreement entered into on the same date. The note bears interest at a rate of 6.4% per annum. The aggregate outstanding principal and interest at June 30, 1999 was approximately $109,000.

On January 15, 1998, the Board of Directors granted to each of Jeff Coats, F. Philip Handy, Bruce Dunlevie and William Schleyer, directors of Wink, options to purchase 40,000 shares of common stock at an exercise price of $4.00 per share. On June 8, 1998, the Board of Directors granted Michael Fuchs, a director of Wink, an option to purchase 40,000 shares of common stock at an exercise price of $6.00 per share. All the options become exercisable over a four-year period at the rate of 25% per year.

On August 25, 1998, the Board of Directors granted to Mr. Schleyer and Mr. Fuchs stock purchase rights under the 1994 Plan to purchase 62,500 and 298,500 shares of common stock, respectively, at $8.00 per share. Such stock purchase rights were exercised in cash.

On May 17, 1999, we sold 250,000 shares of common stock at a price of $8.00 per share to Howard L. Schrott, our Senior Vice President and Chief Financial Officer. We have the right to repurchase the shares at cost in the event Mr. Schrott's services to Wink terminate, which right lapses progressively over four years after the date of purchase. Mr. Schrott paid for the shares with a full-recourse, ten-year $2,000,000 promissory note, secured by the purchased shares pursuant to a security agreement entered into on the same date. The note bears interest at a rate of 6.4% per annum. The aggregate outstanding principal and interest on June 30, 1999 was approximately $2,016,000. See "-- Employment Offer Letters and Severance Arrangements."

On May 17, 1999, the Board of Directors granted to each of Ms. Wilderotter, Ms. Sullivan, Mr. Thygesen and Mr. Travaille, each executive officers of Wink, options to purchase 500,000, 100,000, 75,000 and 75,000 shares, respectively, of common stock at an exercise price of $8.00 per share. All the options become exercisable over a four-year period at the rate of 25% after the first year and 1/48 per month thereafter.

On June 1, 1999, Mr. Thygesen and Mr. Travaille each received a stock bonus of 25,000 shares. The Board of Directors determined that the fair market value of each bonus was $300,000.

RECENT SALES OF SECURITIES

In June 1999, one of our stockholders, who is not one of our officers or affiliates, sold an aggregate of 10,050 shares of common stock to employees of Donaldson, Lufkin & Jenrette Securities Corporation for an aggregate purchase price of $80,400, or $8.00 per share.

In addition, in July 1999, the same stockholder sold an aggregate of 19,500 shares of common stock for an aggregate purchase price of $195,000, or $10.00 per share, to certain employees of Donaldson, Lufkin & Jenrette Securities Corporation and an aggregate of 60,500 shares of common stock for an aggregate purchase price of $605,000, or $10.00 per share, to DLJ Private Equity Partners Fund, L.P., DLJ Private Equity Employees Fund, L.P. and DLJ Fund Investment

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Partners II, L.P., each of which is affiliated with Donaldson, Lufkin & Jenrette Securities Corporation.

EMPLOYMENT OFFER LETTERS AND SEVERANCE ARRANGEMENTS

In October 1996, we entered into an employment offer letter with Ms. Wilderotter under which, if she is terminated without cause, Ms. Wilderotter will be entitled to severance compensation at a $300,000 annual salary level for one year or until Ms. Wilderotter finds new employment. In addition, in the event Wink is acquired by or merged into another company prior to Ms. Wilderotter's shares fully vesting and Ms. Wilderotter is not employed by the acquiring company in a role acceptable to her, Wink's repurchase right will lapse as to 50% of Ms. Wilderotter's unvested shares.

In May 1999, we entered into an employment offer letter with Mr. Schrott under which, if he is terminated without cause prior to May 2000, Mr. Schrott will be entitled to six months of severance compensation equivalent to Mr. Schrott's base salary, which salary is $175,000 per year. In addition, in the event Wink is acquired by or merged into another company prior to Mr. Schrott's shares fully vesting, our repurchase right will lapse as to 50% of Mr. Schrott's unvested shares.

In October 1997, we entered into an employment offer letter with our previous chief financial officer, under which, if he were terminated without cause, he would have been entitled to six months of severance compensation equivalent to his base salary, which salary was $175,000 per year. At approximately the same time, the officer purchased 215,000 shares of common stock at $2.00 per share. Wink retained the right to repurchase such shares at cost upon the officer's termination of employment, which right lapsed progressively over four years from the start of his employment, provided that, if Wink were acquired by or merged into another company prior to his shares fully vesting, the repurchase right would have lapsed as to 50% of the unvested shares. Such arrangement was amended upon the officer's resignation in January 1999 to provide for accelerated vesting of shares during a three-month consulting period ended April 3, 1999, at the end of which Wink repurchased 122,292 shares at cost. The officer also received $87,500 as part of his resignation compensation.

INDEMNIFICATION AGREEMENTS

We have entered into Indemnification Agreements with each of our executive officers and directors. Such agreements require Wink to indemnify such individuals to the fullest extent permitted by Delaware law. See "Management -- Limitation of Liability and Indemnification Matters."

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information concerning the beneficial ownership of our common stock as of June 30, 1999, and as adjusted to reflect the sale of the shares of common stock offered hereby, by:

- each person or entity who is known by us to own beneficially five percent or more of our outstanding common stock;

- each of the Named Executive Officers;

- each of our current directors;

- all directors and executive officers as a group; and

- each selling stockholder.

Percentage ownership prior to this offering is based on 24,475,646 shares outstanding. This number is based on shares of common stock and preferred stock, on an as-converted to common stock basis, outstanding as of June 30, 1999, plus shares of convertible preferred stock issued in July 1999 and shares of common stock that are expected to be issued upon exercise of warrants that expire upon the completion of this offering. Percentage ownership after this offering is based on 28,475,646 shares outstanding, assuming no exercise of the underwriters' over-allotment option. The number and percentage of shares beneficially owned are determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Shares of common stock subject to options or warrants that are currently exercisable, or exercisable within 60 days of June 30, 1999, are deemed to be beneficially owned by the person holding the options or warrants for the purpose of computing that person's percentage ownership, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated in the footnotes, each person or entity has sole voting and investment power (or shares these powers with his or her spouse) with respect to the shares shown as beneficially owned.

                                                                  NUMBER OF
                                                                 SHARES TO BE           SHARES
                                         SHARES BENEFICIALLY       SOLD IN        BENEFICIALLY OWNED
                                       OWNED PRIOR TO OFFERING     OFFERING       AFTER THE OFFERING
                                       -----------------------   ------------   -----------------------
                NAME                     NUMBER     PERCENTAGE                    NUMBER     PERCENTAGE
Brian P. Dougherty(a)................   4,249,500      17.4%        100,000      4,149,500      14.6%
Microsoft Corporation(b).............   3,000,000      12.0              --      3,000,000      10.4
  One Microsoft Way
  Redmond, WA 98052
Entities associated with General
  Electric Capital Corporation(c)....   1,856,250       7.3              --      1,856,250       6.3
  120 Long Ridge Road
  Stamford, CT 06927
General Instrument Corporation.......   1,504,167       6.1              --      1,504,167       5.3
  101 Tournament Drive
  Horsham, PA 19044
Toshiba Corporation(d)...............   1,502,500       6.1              --      1,502,500       5.3
Hidetaka Yamamoto
  1-1 Shibaura 1-Chome
  Minato-ku
  Tokyo, 105-01 Japan

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                                                                  NUMBER OF
                                                                 SHARES TO BE           SHARES
                                         SHARES BENEFICIALLY       SOLD IN        BENEFICIALLY OWNED
                                       OWNED PRIOR TO OFFERING     OFFERING       AFTER THE OFFERING
                                       -----------------------   ------------   -----------------------
                NAME                     NUMBER     PERCENTAGE                    NUMBER     PERCENTAGE
Vulcan Ventures Incorporated.........   1,412,500       5.7%             --      1,412,500       4.9%
  110 110th Ave. #550
  Bellevue, WA 98004
Mary Agnes Wilderotter(e)............   1,374,583       5.6%        100,000      1,274,583       4.5%
Hughes Electronics Corporation.......   1,249,999       5.1%             --      1,249,999       4.4%
  2230 East Imperial Highway
  El Segundo, CA 90245
Entities associated with Benchmark
  Capital Partners, L.P.(f)..........   1,245,417       5.1%             --      1,245,417       4.4%
Bruce W. Dunlevie
  2480 Sand Hill Road, Suite 200
  Menlo Park, CA 94025
Allan C. Thygesen(g).................     125,208         *              --        125,208         *
Timothy V. Travaille(h)..............      85,625         *              --         85,625         *
Katherine Sullivan(i)................      42,188         *              --         42,188         *
Paritosh K. Choksi...................      92,708         *              --         92,708         *
Jeffrey H. Coats(j)..................      10,000         *              --         10,000         *
Michael Fuchs(j).....................     347,500       1.4%             --        347,500       1.2%
F. Philip Handy(k)...................     119,254         *              --        119,254         *
William Schleyer(j)..................      79,500         *              --         79,500         *
All directors and executive officers
  as a group (12 persons)(l).........   9,273,983      37.5%        200,000      9,073,983      31.6%
                                       ----------


* Represents beneficial ownership of less than 1% of the outstanding shares of common stock at June 30, 1999.

(a) Represents shares held of record in the name of Mr. Dougherty's family trust.

(b) Includes 500,000 shares subject to a currently exercisable warrant.

(c) Includes 550,000 shares subject to currently exercisable warrants held by General Electric Capital Corporation, and 375,000 shares subject to a currently exercisable warrant held by NBC Multimedia, Inc.

(d) Includes 1,500,000 shares held by Toshiba Corporation, and 2,500 shares held by Hidetaka Yamamoto personally. Mr. Yamamoto, a director of Wink, is the General Manager of New Business Development of Toshiba's Information and Industrial Systems Company and may be deemed to have voting and investment power with respect to such shares.

(e) At June 30, 1999, 806,083 shares held by Ms. Wilderotter were vested, and 507,917 shares were unvested and subject to a right of repurchase in favor of Wink, which right lapses over time. Includes 16,667 shares which are subject to the terms of a Loan and Pledge Agreement between Ms. Wilderotter and Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, pursuant to which Ms. Wilderotter has an option to require Benchmark to purchase such shares and Benchmark has an option to purchase such shares from Ms. Wilderotter. Also includes 60,583 shares subject to currently exercisable stock options.

(f) Represents (1) 638,622 shares held by Benchmark Capital Partners, L.P., (2) 80,128 shares held by Benchmark Founders' Fund, L.P., (3) 441,257 shares subject to a currently exercisable warrant held by Benchmark Capital Partners, L.P., (4) 58,743 shares subject to a currently exercisable warrant held by Benchmark Founders' Fund, L.P. and (5) 10,000 shares subject to

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stock options exercisable within 60 days of June 30, 1999 held by Bruce M. Dunlevie. Each of the foregoing warrants is expected to be exercised prior to the closing of this offering. Also includes 16,667 shares which Benchmark has the right to acquire upon exercise of currently exercisable options granted by Mary Agnes Wilderotter. Mr. Dunlevie, a director of Wink, is a managing member of Benchmark Capital Management Co., L.L.C., which is the general partner of both Benchmark Capital Partners, L.P. and Benchmark Founders' Fund, L.P., and may be deemed to have voting and investment power with respect to such shares.

(g) Includes 116,458 shares subject to stock options exercisable within 60 days of June 30, 1999.

(h) Includes 78,125 shares subject to stock options exercisable within 60 days of June 30, 1999.

(i) Includes 35,938 shares subject to stock options exercisable within 60 days of June 30, 1999.

(j) Includes 10,000 shares subject to stock options exercisable within 60 days of June 30, 1999.

(k) Includes 109,254 shares that represent Mr. Handy's pro rata share of shares held by EGI-Wink Investors, L.L.C. and SZ Investments, L.L.C., in which, in each case, Mr. Handy has no voting or dispositive power. Also includes 10,000 shares subject to stock options exercisable within 60 days of June 30, 1999.

(l) Includes 357,771 shares issuable upon the exercise of stock options exercisable within 60 days of June 30, 1999, and 500,000 shares subject to warrants held by entities affiliated with directors of Wink. All of these warrants are expected to be exercised prior to the closing of this offering.

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DESCRIPTION OF CAPITAL STOCK

Upon the completion of this offering, our authorized capital stock will consist of 100,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share.

COMMON STOCK

Immediately prior to this offering, there are expected to be 24,475,646 shares of common stock outstanding, based on shares outstanding as of June 30, 1999, plus shares of convertible preferred stock issued in July 1999 and shares of common stock that are expected to be issued upon exercise of warrants that expire upon the completion of this offering, and treating all preferred stock as if converted to common stock. These shares were held of record by approximately 232 stockholders. There are expected to be 28,475,646 shares of common stock outstanding after giving effect to the sale of 4,000,000 shares of common stock by Wink hereby. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of common stock are entitled to receive ratably such dividends as may be declared by the Board out of funds legally available therefor, subject to any preferences that may be applicable to any outstanding preferred stock. See "Dividend Policy." In the event of liquidation, dissolution or winding up of Wink, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to any prior liquidation rights of any outstanding preferred stock. The common stock has no preemptive, subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the common stock.

PREFERRED STOCK

Effective upon the completion of this offering, all of our then outstanding preferred stock will automatically convert into common stock on a one-for-one basis. Accordingly, effective upon the completion of this offering, 5,000,000 shares of undesignated preferred stock will be authorized, and no shares will be outstanding. The Board has the authority, without any further vote or action by the stockholders, to issue such shares of preferred stock in one or more series and to fix the price, powers, designations, preferences and relative, participating, optional or other rights thereof, including dividend rights, conversion rights, voting rights, redemption terms, liquidation preferences and the number of shares constituting any series and the designations of such series. The issuance of preferred stock in certain circumstances may have the effect of delaying, deferring or preventing a change of control of Wink without further action by the stockholders, may discourage bids for our common stock at a premium over the market price of the common stock and may adversely affect the market price of, and the voting and other rights of, the holders of common stock. We have no current plans to issue any shares of preferred stock.

ANTITAKEOVER EFFECTS OF DELAWARE LAW AND CERTAIN PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS

We are subject to Section 203 of the Delaware General Corporation Law, which, subject to certain exceptions, prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that such stockholder became an interested stockholder, unless:

- prior to such date, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

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- upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding certain shares for purposes of determining the number of shares outstanding; or

- on or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines business combination to include:

- any merger or consolidation involving the corporation and the interested stockholder;

- any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;

- subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

- any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

- the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.

Our Amended and Restated Certificate of Incorporation provides that, upon the effective date of this offering, our Board of Directors will be classified into three classes of directors. See "Management -- Board of Directors." In addition, our Bylaws limit the ability of our stockholders to call a special meeting of stockholders. Only our Board of Directors, Chairman, President or stockholders holding more than 50% of our outstanding stock may call a special meeting of stockholders.

These provisions are designed to discourage certain types of coercive takeover practices and encourage persons seeking to acquire control of Wink to first negotiate with us. However, these and other provisions could have the effect of making it more difficult to acquire Wink by means of a tender offer, proxy contest or otherwise or to remove the incumbent officers and directors of Wink.

REGISTRATION RIGHTS OF CERTAIN HOLDERS

Upon the completion of this offering, the holders of 15,831,833 shares of common stock, including shares issuable upon exercise of warrants, will be entitled to certain rights with respect to the registration of such shares under the Securities Act. Under the terms of the agreement between Wink and the holders of such registrable securities, if we propose to register any of our securities under the Securities Act, either for our own account or for the account of other securities holders exercising registration rights, such holders are entitled to notice of such registration and to include shares of such common stock therein. Holders of registration rights may also require us to file a registration statement under the Securities Act at our expense with respect to their shares of common stock, and we are required to use our best efforts to effect such registration. Further, holders may

59

require us to file registration statements on Form S-3 at our expense when such form becomes available for use by Wink. All such registration rights are subject to certain conditions and limitations, including the right of the underwriters of an offering to limit the number of registrable securities included in such registration.

WARRANTS

Immediately following the closing of this offering, there will be outstanding warrants to purchase an aggregate of 1,692,500 shares of our common stock at a weighted average exercise price of $9.73 per share. Of such warrants, warrants to purchase 17,500 shares expire in September 2002, warrants to purchase 25,000 shares expire in August 2003, warrants to purchase 500,000 shares expire in May 2004, warrants to purchase 250,000 shares expire in January 2005, and warrants to purchase 900,000 shares expire in June 2009. All warrants may be exercised on a "net" basis whereby, in lieu of paying the exercise price in cash, the holder may instruct us to retain a number of shares that has a fair market value at the time of exercise equal to the aggregate exercise price.

In December 1998, we issued to Vulcan Ventures Incorporated warrants to purchase up to an aggregate of 250,000 shares of common stock, subject to certain performance and exercisability conditions. Any exercise of the warrants is conditioned upon cable television system operators affiliated with Vulcan deploying set-top boxes containing Wink technology to at least 200,000 households between January 1, 1999 and December 31, 2001. Vulcan may exercise the warrants on or after February 1, 2001 for a number of shares equal to one-fifth the number of households in which a Wink-enabled set-top box is deployed by a Vulcan affiliate during calendar 1999, which box remain deployed for at least one year after deployment. The exercise price for such shares is $12.00 per share. Vulcan may exercise the warrants on or after February 1, 2002 for an additional number of shares equal to one-fifth the number of households in which a Wink-enabled set-top box is deployed during calendar 2000, which box remain deployed for at least one year thereafter, less the number of shares which became exercisable in 2001, up to the aggregate maximum of 250,000 shares. The exercise price of such additional shares is $16.00 per share.

In addition to the foregoing warrants, we also have outstanding warrants to purchase an aggregate of 1,063,200 shares of common stock, at a weighted average exercise price of $7.58 per share. All of those warrants expire on the completion of this offering. Warrants to purchase 863,200 shares are expected to be exercised prior to that time. Such warrants may be exercised on a "net" basis. The remaining warrant to purchase 200,000 shares is expected to expire unexercised.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is ChaseMellon Shareholder Services. Its address is 235 Montgomery Street, 23rd Floor, San Francisco, California 94109, and its telephone number at this location is (415) 743-1444.

LISTING

We have applied to have our common stock approved for quotation on the Nasdaq National Market under the trading symbol "WINK."

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common stock. Future sales of substantial amounts of common stock in the public market could adversely affect prevailing market prices from time to time.

Upon completion of this offering (based on shares outstanding at June 30, 1999, plus shares of convertible preferred stock issued in July 1999 and shares of common stock that are expected to be issued upon exercise of warrants that expire upon the completion of this offering), we expect to have outstanding an aggregate of 28,475,646 shares of common stock, assuming no exercise of the underwriters' over-allotment option and no exercise of other outstanding options or warrants. Of these shares, the 4,200,000 shares sold in this offering will be freely tradeable without restriction or further registration under the Securities Act, unless such shares are purchased by an existing "affiliate" of Wink as that term is defined in Rule 144 under the Securities Act. The remaining 24,275,646 shares of common stock held by existing stockholders are "restricted securities" as that term is defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rules 144, 144(k) or 701 promulgated under the Securities Act, which rules are summarized below. As a result of the contractual restrictions described below and the provisions of Rules 144, 144(k) and 701, additional shares will be available for sale in the public market as follows:

NUMBER OF SHARES                                    DATE OF AVAILABILITY
       83,750                   , 1999 to                  , 1999 (on the date of this
                                prospectus or within the 180 days after the date of this
                                prospectus)
   17,993,805                   , 1999 (180 days after the date of this prospectus)
    6,198,091                   at various times thereafter upon the expiration of one-year
                                holding periods

All officers and directors and certain stockholders and option and warrant holders of Wink have agreed not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer, lend or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock for a period of 180 days after the date of this prospectus, without the prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation, subject to certain limited exceptions. Donaldson, Lufkin & Jenrette Securities Corporation currently has no plans to release any portion of the securities subject to lock-up agreements, although it may do so, in its discretion, at any time. When determining whether or not to release shares from the lock-up agreements, Donaldson, Lufkin & Jenrette Securities Corporation will consider, among other factors, the stockholder's reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time.

In addition, certain stockholders and option and warrant holders of Wink have agreed not to transfer their shares of common stock for a period of 180 days after the date of this prospectus without our consent. We have agreed not to permit any transfer of the securities held by these stockholders and option and warrant holders without the consent of Donaldson, Lufkin & Jenrette Securities Corporation.

In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person (or persons whose shares are aggregated) who has beneficially owned restricted securities for at least one year (including the holding period of any prior owner except an affiliate) will be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the number of shares of common stock then outstanding (which will equal

61

approximately 285,000 shares immediately after this offering); or the average weekly trading volume of the common stock on the Nasdaq National Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about Wink. Under Rule 144(k), a person who is not deemed to have been an Affiliate of Wink at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years (including the holding period of any prior owner except an affiliate), is entitled to sell such shares without complying with the manner of sale, public information, volume limitation or notice requirements of Rule 144. Accordingly, unless otherwise restricted, "144(k) shares" may be sold immediately upon completion of this offering.

Any employee or consultant to Wink who purchased his or her shares pursuant to a written compensatory plan or contract is entitled to rely on the resale provisions of Rule 701, which permits nonaffiliates to sell their Rule 701 shares without having to comply with the public information, holding period, volume limitation or notice provisions of Rule 144 and permits affiliates to sell their Rule 701 shares without having to comply with the Rule 144 holding period restrictions, in each case commencing 90 days after the date of this prospectus.

We have agreed not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer, lend or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock, or enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of the common stock, for a period of 180 days after the date of this prospectus, without the prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation, subject to certain limited exceptions.

Following the offering, we intend to file a registration statement on Form S-8 covering approximately 7,069,314 shares of common stock subject to outstanding options or reserved for issuance under our employee stock plans (based on options outstanding as of June 30, 1999). See "Management -- Employee Benefit Plans." Shares registered under such registration statement will, subject to Rule 144 volume limitations applicable to affiliates, be available for sale in the open market, except to the extent that such shares are subject to vesting restrictions with Wink or the contractual restrictions described above.

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UNDERWRITING

Subject to the terms and conditions contained in an underwriting agreement dated August , 1999, the underwriters named below, who are represented by Donaldson, Lufkin & Jenrette Securities Corporation, Deutsche Bank Securities Inc. and Bear, Stearns & Co. Inc. have severally agreed to purchase from us the respective number of shares of common stock set forth opposite their names below.

                                                                NUMBER
                                                                  OF
                                                                SHARES
                        UNDERWRITERS                          ----------
Donaldson, Lufkin & Jenrette Securities Corporation.........
Deutsche Bank Securities Inc................................
Bear, Stearns & Co. Inc.....................................
                                                              ----------
          Total.............................................   4,200,000
                                                              ==========

The underwriting agreement provides that the obligations of the several underwriters to purchase and accept delivery of the shares of common stock included in this offering are subject to approval of legal matters by their counsel and to customary conditions, including the effectiveness of the registration statement, the continuing correctness of our representations and those of the selling stockholders, the receipt of a "comfort letter" from our accountants, the listing of the common stock for quotation on the Nasdaq National Market and no occurrence of an event that would have a material adverse effect on us. The underwriters are obligated to purchase and accept delivery of all the shares of common stock, other than those covered by the over-allotment option described below, if they purchase any of the shares of common stock.

The underwriters propose to initially offer some of the shares of common stock directly to the public at the initial public offering price set forth on the cover page of this prospectus and some of the shares of common stock to dealers (including the underwriters) at the initial public offering price less a concession not in excess of $ per share. The underwriters may allow, and such dealers may re-allow, a concession not in excess of $ per share on sales to other dealers. After the initial offering of the common stock to the public, the representatives of the underwriters may change the public offering price and such concessions. The underwriters do not intend to confirm sales to any accounts over which they exercise discretionary authority.

DLJdirect, an affiliate of Donaldson, Lufkin & Jenrette Securities Corporation and a member of the selling group, is facilitating the distribution of the shares sold in this offering over the Internet. The underwriters have agreed to allocate a limited number of shares to DLJdirect for sale to its brokerage account holders.

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The following table shows the underwriting fees to be paid to the underwriters by the selling stockholders and by us in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares of common stock.

                                                                 NO         FULL
                                                              EXERCISE    EXERCISE
                                                              --------    --------
Wink:
  Per share.................................................  $           $
  Total.....................................................  $           $
Selling stockholders:
  Per share.................................................  $           $
  Total.....................................................  $           $

Wink has granted to the underwriters an option, exercisable for 30 days after the date of the underwriting agreement, to purchase up to 630,000 additional shares of common stock at the initial public offering price less than the underwriting fees. The underwriters may exercise such option solely to cover overallotments, if any, made in connection with this offering. To the extent that the underwriters exercise such option, each underwriter will become obligated, subject to conditions, to purchase a number of additional shares approximately proportionate to such underwriter's initial purchase commitment. We estimate expenses relating to this offering will be $850,000.

The underwriters, Wink and the selling stockholders have agreed to indemnify each other against liabilities, including liabilities under the Securities Act of 1933.

Each of Wink and our executive officers, directors and some of our stockholders (including the selling stockholders) has agreed that, for a period of 180 days from the date of this prospectus and subject to certain exceptions, they will not, without the prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation, do either of the following:

- offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or

- enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any common stock.

Either of the foregoing transfer restrictions will apply regardless of whether a covered transaction is to be settled by the delivery of common stock or such other securities, in cash or otherwise. In addition, during such period and subject to certain exceptions, we have agreed not to file any registration statement with respect to, and each of our executive officers, directors and some of our stockholders has agreed not to make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any securities convertible into or exercisable for common stock without the prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation.

At our request, the underwriters have reserved up to five percent of the shares offered by this prospectus for sale at the initial public offering price to our employees, officers and directors and other individuals associated with us and members of their families. The number of shares of common stock available for sale to the general public will be reduced to the extent these individuals purchase or confirm for purchase, orally or in writing, such reserved shares. Any reserved shares not purchased or confirmed for purchase will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus.

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We intend to apply to list our common stock for quotation on the Nasdaq National Market under the symbol "WINK."

Other than in the United States, no action has been taken by the underwriters or us that would permit a public offering of the shares of common stock included in this offering in any jurisdiction where action for that purpose is required. The shares of common stock included in this offering may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisement in connection with the offer and sale of any shares of common stock be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of such jurisdiction. Persons who receive this prospectus are advised to inform themselves about and to observe any restrictions relating to this offering of the common stock and the distribution of this prospectus. This prospectus is not an offer to sell or a solicitation of an offer to buy any shares of common stock included in this offering in any jurisdiction in which that would not be permitted or legal.

DLJ Private Equity Partners Fund, L.P., DLJ Private Equity Employees Fund, L.P. and DLJ Fund Investment Partners II, L.P., each of which are affiliates of Donaldson, Lufkin & Jenrette Securities Corporation, are stockholders of Wink. Donaldson, Lufkin & Jenrette Securities Corporation and its affiliates and employees own an aggregate of less than one percent of the issued and outstanding shares of our common stock. Under the National Association of Securities Dealers Conduct Rules, 34,756 of these shares are deemed to be underwriting compensation and, as such, may not be sold or transferred for a period of one year after the date of this prospectus.

STABILIZATION

In connection with this offering, any of the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may overallot this offering, creating a syndicate short position. The underwriters may bid for and purchase shares of common stock in the open market to cover such syndicate short position or to stabilize the price of the common stock. In addition, the underwriting syndicate may reclaim selling concessions from syndicate members and selected dealers if Donaldson, Lufkin & Jenrette Securities Corporation repurchases previously distributed common stock in syndicate covering transactions, in stabilization transactions or otherwise if Donaldson, Lufkin & Jenrette Securities Corporation receives a report that indicates that the clients of such syndicate members have "flipped" the common stock. These activities may stabilize or maintain the market price of the common stock above independent market levels. The underwriters are not required to engage in these activities, and may end any of these activities at any time.

PRICING OF THIS OFFERING

Prior to this offering, there has been no established market for the common stock. The initial public offering price for the shares of common stock offered by this prospectus will be determined by negotiation among the representatives of the underwriters and Wink. The factors to be considered in determining the initial public offering price include:

- the history of, and the prospects for, the industry in which we compete;

- our past and present operations;

- our historical results of operations;

- our prospects for future earnings;

- the recent market prices of securities of generally comparable companies; and

- the general conditions of the securities market at the time of this offering.

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LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for Wink by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Latham & Watkins, Costa Mesa, California, is acting as counsel for the underwriters in connection with certain legal matters relating to the shares of common stock offered hereby. Certain members of Wilson Sonsini Goodrich & Rosati and investment partnerships with which they are affiliated beneficially own an aggregate of 8,750 shares of common stock.

EXPERTS

The consolidated financial statements as of December 31, 1997 and 1998 and for each of the three years in the period ended December 31, 1998 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a Registration Statement on Form S-1 under the Securities Act with respect to the securities offered hereby. This prospectus does not contain all of the information set forth in the Registration Statement and the exhibits and schedules thereto. For further information with respect to Wink Communications and the common stock, reference is made to the Registration Statement and the exhibits and schedules filed as a part thereof. The Registration Statement, including exhibits and schedules thereto, may be inspected without charge at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the Commission located at Seven World Trade Center, Suite 1300, New York, New York 10048 and Northwestern Atrium Center, 500 Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials may be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You may call the Commission at 1-800-SEC-0330 for further information on the operations of the public reference facilities. Information concerning the Company is also available for inspection at the offices of the Nasdaq National Market, Reports Section, 1735 K Street, N.W., Washington, D.C. 20006. The Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the Commission's Web site is http://www.sec.gov.

Upon completion of this offering, we will become subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, and, in accordance therewith, will file periodic reports, proxy statements and other information with the Commission. Such periodic reports, proxy statements and other information will be available for inspection and copying at the Commission's public reference rooms and the Commission's Web site, which is described above.

66

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                              PAGE
                                                              ----
Report of Independent Accountants...........................  F-2
Consolidated Balance Sheet..................................  F-3
Consolidated Statement of Operations........................  F-4
Consolidated Statement of Stockholders' Equity..............  F-5
Consolidated Statement of Cash Flows........................  F-6
Notes to Consolidated Financial Statements..................  F-7

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Wink Communications, Inc. and its Subsidiary

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, of stockholders' equity and of cash flows present fairly, in all material respects, the financial position of Wink Communications, Inc. and its subsidiary at December 31, 1997 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
San Jose, California

February 23, 1999, except for Note 9

which is as of August 13, 1999

F-2

WINK COMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEET

                                                                                         PRO FORMA
                                                                                       STOCKHOLDERS'
                                                                                         EQUITY AT
                                                         DECEMBER 31,       JUNE 30,     JUNE 30,
                                                      -------------------   --------   -------------
                                                        1997       1998       1999         1999
                                                                                  (UNAUDITED)
                                                            (DOLLARS AND SHARES IN THOUSANDS,
                                                                EXCEPT PER SHARE AMOUNTS)
ASSETS
Current assets:
  Cash and cash equivalents.........................  $  8,530   $ 16,892   $ 44,794
  Short-term investments............................     5,452      4,441     28,662
  Accounts receivable -- related parties............       128         52         12
  Accounts receivable -- third parties, net.........        --        187        199
  Prepaid expenses -- related party.................        --         --        375
  Prepaid expenses and other current assets.........       194        301        575
                                                      --------   --------   --------
          Total current assets......................    14,304     21,873     74,617
Property and equipment, net.........................     1,103      1,762      1,793
Other assets........................................       222        285        307
                                                      --------   --------   --------
                                                      $ 15,629   $ 23,920   $ 76,717
                                                      ========   ========   ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..................................  $    286   $    995   $    772
  Accrued expenses..................................       663      1,243      1,033
  Deferred revenue -- related parties...............       650        671        650
  Deferred revenue -- third parties.................       991      1,119      1,177
  Convertible promissory note -- related party......        --         --     15,120
  Current portion of capital lease obligations......       347        402        433
                                                      --------   --------   --------
          Total current liabilities.................     2,937      4,430     19,185
                                                      --------   --------   --------
Capital lease obligations, less current portion.....       767        365        140
                                                      --------   --------   --------
Commitments and contingencies (Note 6)
Stockholders' equity:
  Convertible Preferred Stock, $0.001 par value,
     issuable in series; aggregate liquidation
     amount $45,512 and $89,892 (unaudited) at
     December 31, 1998 and June 30, 1999,
     respectively; 5,000 shares authorized; 5,675,
     7,806 and 11,504 (unaudited) shares issued and
     outstanding; no shares issued and outstanding
     pro forma (unaudited)..........................         6          8         12     $     --
  Common Stock, $0.001 par value; 100,000 shares
     authorized; 9,816, 10,517 and 10,848
     (unaudited) shares issued and outstanding;
     22,352 shares issued and outstanding pro forma
     (unaudited)....................................        10         11         11           23
  Additional paid-in capital........................    30,610     51,890    109,918      109,918
  Stockholder notes receivable......................      (984)    (1,046)    (2,801)      (2,801)
  Unearned compensation.............................      (494)      (479)    (9,288)      (9,288)
  Accumulated deficit...............................   (17,223)   (31,259)   (40,460)     (40,460)
                                                      --------   --------   --------     --------
          Total stockholders' equity................    11,925     19,125     57,392     $ 57,392
                                                      --------   --------   --------     ========
                                                      $ 15,629   $ 23,920   $ 76,717
                                                      ========   ========   ========

The accompanying notes are an integral part of these consolidated financial statements.

F-3

WINK COMMUNICATIONS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

                                                                                  SIX MONTHS ENDED
                                                    YEAR ENDED DECEMBER 31,           JUNE 30,
                                                  ----------------------------   ------------------
                                                   1996      1997       1998      1998       1999
                                                                                    (UNAUDITED)
                                                    (DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER
                                                                   SHARE AMOUNTS)
Revenues:
  Licenses -- related parties...................  $    --   $   384   $    174   $    78   $     97
  Licenses -- third parties.....................       --        --        224       113        201
  Services -- related parties...................      155       148         --        --        198
  Services -- third parties.....................      193        87        119        99        124
                                                  -------   -------   --------   -------   --------
          Total revenues........................      348       619        517       290        620
                                                  -------   -------   --------   -------   --------
Costs and expenses:
  Cost of services -- related parties...........      323       162         --        --        142
  Cost of services -- third parties.............      235       376        513       133         63
  Research and development......................    2,595     4,384      6,549     2,739      4,160
  Sales and marketing...........................    2,263     3,510      5,578     2,576      5,082
  General and administrative....................    1,068     1,843      2,572       935      1,913
                                                  -------   -------   --------   -------   --------
          Total costs and expenses..............    6,484    10,275     15,212     6,383     11,360
                                                  -------   -------   --------   -------   --------
Loss from operations............................   (6,136)   (9,656)   (14,695)   (6,093)   (10,740)
Interest and other income.......................      279       684        813       394      1,590
Interest expense................................      (27)     (194)      (154)      (78)       (51)
                                                  -------   -------   --------   -------   --------
Net loss........................................  $(5,884)  $(9,166)  $(14,036)  $(5,777)  $ (9,201)
                                                  =======   =======   ========   =======   ========
Net loss per share:
  Basic and diluted.............................  $ (0.91)  $ (1.25)  $  (1.57)  $ (0.66)  $  (0.92)
                                                  =======   =======   ========   =======   ========
  Weighted average shares outstanding...........    6,432     7,337      8,954     8,695      9,965
Pro forma net loss per share (unaudited):
  Basic and diluted.............................                      $  (0.92)            $  (0.52)
                                                                      ========             ========
  Weighted average shares outstanding...........                        15,198               17,832

The accompanying notes are an integral part of these consolidated financial statements.

F-4

WINK COMMUNICATIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                               CONVERTIBLE
                                             PREFERRED STOCK    COMMON STOCK     ADDITIONAL   STOCKHOLDER
                                             ---------------   ---------------    PAID-IN        NOTES        UNEARNED
                                             SHARES   AMOUNT   SHARES   AMOUNT    CAPITAL     RECEIVABLE    COMPENSATION
                                                                           (IN THOUSANDS)
BALANCE AT DECEMBER 31, 1995...............   1,850    $ 2      8,016    $ 8      $  4,706      $    --       $   (13)
Issuance of Series B Preferred Stock,
  net......................................   1,634      2         --     --         6,512          (30)           --
Exercise of Common Stock options...........      --     --         14     --             1           --            --
Issuance of Common Stock for stockholder
  note.....................................      --     --      1,310      1           523         (524)           --
Amortization of unearned compensation......      --     --         --     --            --           --             4
Net loss...................................      --     --         --     --            --           --            --
                                             ------    ---     ------    ---      --------      -------       -------
BALANCE AT DECEMBER 31, 1996...............   3,484      4      9,340      9        11,742         (554)           (9)
Issuance of Series C Preferred Stock,
  net......................................   2,191      2         --     --        17,436           --            --
Exercise of Common Stock options...........      --     --        537      1            64           --            --
Issuance of Common Stock for stockholder
  note.....................................      --     --        215     --           430         (430)           --
Repurchase of Common Stock.................      --     --       (277)    --            (3)          --            --
Issuance of warrants for services..........      --     --         --     --           240           --            --
Issuance of Common Stock for services......      --     --          1     --             1           --            --
Unearned compensation......................      --     --         --     --           700           --          (700)
Amortization of unearned compensation......      --     --         --     --            --           --           215
Net loss...................................      --     --         --     --            --           --            --
                                             ------    ---     ------    ---      --------      -------       -------
BALANCE AT DECEMBER 31, 1997...............   5,675      6      9,816     10        30,610         (984)         (494)
Issuance of Series C Preferred Stock,
  net......................................   2,131      2         --     --        16,732           --            --
Exercise of Common Stock options...........      --     --        287     --           207           --            --
Issuance of Common Stock
  for cash.................................      --     --        389      1         3,000           --            --
Issuance of Common Stock
  for stockholder note.....................      --     --         25     --           100         (100)           --
Unearned compensation......................      --     --         --     --           600           --          (600)
Amortization of unearned compensation......      --     --         --     --            --           --           615
Collection of stockholder note
  receivable...............................      --     --         --     --            --           38            --
Issuance of warrants for services..........      --     --         --     --           641           --            --
Net loss...................................      --     --         --     --            --           --            --
                                             ------    ---     ------    ---      --------      -------       -------
BALANCE AT DECEMBER 31, 1998...............   7,806      8     10,517     11        51,890       (1,046)         (479)
Exercise of Common Stock options
  (unaudited)..............................      --     --        203     --           194           --            --
Issuance of warrants for services
  (unaudited)..............................      --     --         --     --         1,979           --            --
Issuance of warrant for services
  (unaudited)..............................      --     --         --     --         4,050           --        (4,050)
Repurchase of Common Stock and cancellation
  of related shareholder note
  (unaudited)..............................      --     --       (122)    --          (245)         245            --
Issuance of Common Stock for stockholder
  note (unaudited).........................      --     --        250     --         2,000       (2,000)           --
Contribution of Company Common Stock by a
  principal shareholder (unaudited)........      --     --        (50)    --            --           --            --
Issuance of Common Stock for employee
  bonuses (unaudited)......................      --     --         50     --           600           --            --
Unearned compensation (unaudited)..........      --     --         --     --         5,132           --        (5,132)
Amortization of unearned compensation
  (unaudited)..............................      --     --         --     --            --           --           373
Issuance of Series D Preferred Stock, net
  (unaudited)..............................   3,698      4         --     --        44,318           --            --
Net loss (unaudited).......................      --     --         --     --            --           --            --
                                             ------    ---     ------    ---      --------      -------       -------
BALANCE AT JUNE 30, 1999 (UNAUDITED).......  11,504    $12     10,848    $11      $109,918      $(2,801)      $(9,288)
                                             ======    ===     ======    ===      ========      =======       =======


                                                               TOTAL
                                             ACCUMULATED   STOCKHOLDERS'
                                               DEFICIT        EQUITY
                                                   (IN THOUSANDS)
BALANCE AT DECEMBER 31, 1995...............   $ (2,173)      $  2,530
Issuance of Series B Preferred Stock,
  net......................................         --          6,484
Exercise of Common Stock options...........         --              1
Issuance of Common Stock for stockholder
  note.....................................         --             --
Amortization of unearned compensation......         --              4
Net loss...................................     (5,884)        (5,884)
                                              --------       --------
BALANCE AT DECEMBER 31, 1996...............     (8,057)         3,135
Issuance of Series C Preferred Stock,
  net......................................         --         17,438
Exercise of Common Stock options...........         --             65
Issuance of Common Stock for stockholder
  note.....................................         --             --
Repurchase of Common Stock.................         --             (3)
Issuance of warrants for services..........         --            240
Issuance of Common Stock for services......         --              1
Unearned compensation......................         --             --
Amortization of unearned compensation......         --            215
Net loss...................................     (9,166)        (9,166)
                                              --------       --------
BALANCE AT DECEMBER 31, 1997...............    (17,223)        11,925
Issuance of Series C Preferred Stock,
  net......................................         --         16,734
Exercise of Common Stock options...........         --            207
Issuance of Common Stock
  for cash.................................         --          3,001
Issuance of Common Stock
  for stockholder note.....................         --             --
Unearned compensation......................         --             --
Amortization of unearned compensation......         --            615
Collection of stockholder note
  receivable...............................         --             38
Issuance of warrants for services..........         --            641
Net loss...................................    (14,036)       (14,036)
                                              --------       --------
BALANCE AT DECEMBER 31, 1998...............    (31,259)        19,125
Exercise of Common Stock options
  (unaudited)..............................         --            194
Issuance of warrants for services
  (unaudited)..............................         --          1,979
Issuance of warrant for services
  (unaudited)..............................         --             --
Repurchase of Common Stock and cancellation
  of related shareholder note
  (unaudited)..............................         --             --
Issuance of Common Stock for stockholder
  note (unaudited).........................         --             --
Contribution of Company Common Stock by a
  principal shareholder (unaudited)........         --             --
Issuance of Common Stock for employee
  bonuses (unaudited)......................         --            600
Unearned compensation (unaudited)..........         --             --
Amortization of unearned compensation
  (unaudited)..............................         --            373
Issuance of Series D Preferred Stock, net
  (unaudited)..............................         --         44,322
Net loss (unaudited).......................     (9,201)        (9,201)
                                              --------       --------
BALANCE AT JUNE 30, 1999 (UNAUDITED).......   $(40,460)      $ 57,392
                                              ========       ========

The accompanying notes are an integral part of these consolidated financial statements.

F-5

WINK COMMUNICATIONS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                    SIX MONTHS
                                                   YEAR ENDED DECEMBER 31,        ENDED JUNE 30,
                                                -----------------------------   ------------------
                                                 1996       1997       1998      1998       1999
                                                                                   (UNAUDITED)
                                                                  (IN THOUSANDS)
Cash flows from operating activities:
  Net loss....................................  $(5,884)  $ (9,166)  $(14,036)  $(5,777)  $ (9,201)
  Adjustments to reconcile net loss to net
     cash used in operating activities:
       Depreciation and amortization..........      360        543        710       310        439
       Stock-based costs and expenses.........        4        455      1,256       622      2,952
       Changes in assets and liabilities:
          Accounts receivable -- related
            parties...........................       --        (78)        76        --         40
          Accounts receivable -- third
            parties...........................       --         --       (187)     (123)       (12)
          Prepaid expenses -- related party...       --         --         --        --       (375)
          Prepaid expenses and other current
            assets............................      (26)      (122)      (107)     (156)      (274)
          Other assets........................      (90)      (124)       (63)      (33)       (22)
          Accounts payable....................       --        208        709       465       (223)
          Accrued expenses....................      174        430        580      (359)      (210)
          Deferred revenues -- related
            parties...........................      (80)        80         21        39        (21)
          Deferred revenues -- third
            parties...........................      213        778        128       (74)        58
                                                -------   --------   --------   -------   --------
Net cash used in operating activities.........   (5,329)    (6,996)   (10,913)   (5,086)    (6,849)
                                                -------   --------   --------   -------   --------
Cash flows from investing activities:
  Purchase of short-term investments..........       --    (20,739)    (8,060)   (4,605)   (30,678)
  Proceeds from sale of short-term
     investments..............................       --     15,287      9,071     3,001      6,457
  Property and equipment purchases............   (1,321)      (381)    (1,369)     (791)      (470)
                                                -------   --------   --------   -------   --------
Net cash used in investing activities.........   (1,321)    (5,833)      (358)   (2,395)   (24,691)
                                                -------   --------   --------   -------   --------
Cash flows from financing activities:
  Proceeds from Preferred Stock issuances,
     net......................................    6,484     17,438     16,734     1,990     44,322
  Proceeds from Common Stock issuances........        1         65      3,208        88        194
  Proceeds from stockholder note receivable...       --         --         38        --         --
  Proceeds from issuance of convertible
     promissory note -- related party.........       --         --         --        --     15,120
  Proceeds from lease financing transaction...    1,421         --         --        --         --
  Principal payments on capital lease
     obligations..............................       (8)      (298)      (347)     (168)      (194)
  Repurchase of Common Stock..................       --         (3)        --        --         --
                                                -------   --------   --------   -------   --------
Net cash provided by financing activities.....    7,898     17,202     19,633     1,910     59,442
                                                -------   --------   --------   -------   --------
Net increase (decrease) in cash and cash
  equivalents.................................    1,248      4,373      8,362    (5,571)    27,902
Cash and cash equivalents at beginning of
  period......................................    2,909      4,157      8,530     8,530     16,892
                                                -------   --------   --------   -------   --------
Cash and cash equivalents at end of period....  $ 4,157   $  8,530   $ 16,892   $ 2,959   $ 44,794
                                                =======   ========   ========   =======   ========
Supplemental cash flow information:
  Cash paid for interest......................  $    27   $    194   $    154   $    78   $     51
                                                =======   ========   ========   =======   ========
Supplemental noncash activities:
  Common Stock issued for stockholder note....  $   524   $    430   $    100   $   100   $  2,000
                                                =======   ========   ========   =======   ========
Repurchase of Common Stock and cancellation of
  related stockholder note....................  $    --   $     --   $     --   $    --   $    245
                                                =======   ========   ========   =======   ========

The accompanying notes are an integral part of these consolidated financial statements.

F-6

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- THE COMPANY

Wink Communications, Inc. (the "Company") was incorporated in California on October 7, 1994 and reincorporated in Delaware on August 12, 1999. The Company offers an enhanced television broadcasting system that adds interactivity and electronic commerce opportunities to traditional television programming and advertising. See Note 9 -- Subsequent Events.

For periods prior to January 1, 1997, the Company was considered to be in the development stage.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Wink Japan, Inc. All significant intercompany transactions and balances have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

SHORT-TERM INVESTMENTS

Short-term investments consist of commercial paper obligations with original maturities at date of purchase ranging between three and 12 months. The Company classifies these investments as available-for-sale and records the instruments at amortized cost, which approximates fair value due to the short maturities of such instruments.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments, including cash and cash equivalents, accounts receivable, deposits and accounts payable are carried at cost, which approximates fair value because of the short-term nature of those instruments.

PROPERTY AND EQUIPMENT

Property and equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation is provided on a straight-line basis over the estimated

F-7

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

useful lives of the assets, which range from three to five years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the related asset, typically three years. Purchased internal-use software consists primarily of amounts paid to third parties for software applications that support the Wink response network and the Company's computer equipment. Purchased internal-use software is depreciated over its useful life, generally three years.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company evaluates the recoverability of long-lived assets in accordance with Statement of Financial Accounting Standards No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS No. 121"). SFAS No. 121 requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets.

REVENUE RECOGNITION

The Company's historical revenues have been derived from license fees relating to royalties earned from the Wink Engine software, license fees relating to Wink Studio software, non-recurring engineering services under agreements to port the Wink Engine software to various televisions and set-top terminals, and service fees relating to software installation and post-contract customer support. The Company recognizes software license revenues relating to the Wink Engine on a "sell-through" basis upon notification of shipment of Wink-enabled products by the original equipment manufacturer. License fees from Wink Studio software are recognized monthly over the term of the subscription agreement, generally one year. Non-recurring engineering services are recognized using the percentage-of-completion method, using labor hours as a measure of progress towards completion. Fees from installation services are recognized as services are provided, and post-contract customer support fees are recognized ratably over the term of the support agreement. Fees received in advance of revenue recognition are included in the balance sheet as deferred revenue.

The Company expects that in future periods, revenues will also be derived from the Wink response network, Wink Server Studio and Wink Broadcast Server. Revenues from the Wink response network will be generated by charging transaction fees to advertisers for each information request or purchase order obtained from viewers or on a fixed fee basis. All advertising agreements in place as of June 1999 provide for a fixed fee to be paid to the Company without any per transaction fees. These fees are recognized ratably over the life of the agreement. Revenues derived from the Wink Server Studio and Wink Broadcast Server software applications will be recognized monthly based upon the applicable subscription fee. These applications are being offered to customers under monthly license fee arrangements with terms ranging from one to five years, with periodic fee increases based upon changes in the Consumer Price Index and other events.

REVENUE SHARING AND GUARANTEES

The Company's business model allows other television industry participants supporting Wink-enhanced programming to benefit economically from Wink Enhanced Broadcasting. In this regard, Wink has entered into a number of agreements with cable system operators and certain other market participants to share with these entities a portion of revenues, if any, the Company generates from

F-8

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

viewer responses to Wink Enhanced Broadcasting. To date, no transaction fee revenue has been recognized from the Wink Response Network. Any amounts payable to third parties in future periods resulting from revenue sharing will be included in cost of revenues in the period revenue is recognized.

The Company has also provided minimum revenue guarantees that become effective once the relevant participant begins deployment or achieves specified deployment levels of Wink Enhanced Broadcasting. For contracts that do not require minimum deployment levels, the revenue guarantee will be recognized as incurred as cost of revenues over the contract term as Wink-enabled devices are deployed. For contracts that do require minimum deployment levels, the revenue guarantee will be recognized as incurred over the contract term beginning in the period the minimum deployment level is achieved.

SALES TO SIGNIFICANT CUSTOMERS

During the years ended December 31, 1996, 1997 and 1998, sales to customers comprising 10 percent or more of the Company's total revenues for the periods indicated were as follows:

                                                            YEARS ENDED
                                                            DECEMBER 31,
                                                       ----------------------
                      CUSTOMER                         1996     1997     1998
A -- related party...................................   10%       0%       0%
B -- related party...................................   34%      21%       0%
C -- related party...................................    0%      62%      43%
D -- third party.....................................   32%      14%       0%
E -- third party.....................................   24%       0%      40%
F -- third party.....................................    0%       0%      15%

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and trade accounts receivable, which are not collateralized. The Company limits its exposure to credit loss by placing its cash and cash equivalents with financial institutions that management believes are credit worthy and by placing its short-term investments in corporate commercial paper issues of various entities. Concentrations of credit risk with respect to trade accounts receivable are considered to be limited due to the assessed credit quality of the customers comprising the Company's customer base. The Company performs ongoing credit evaluations of its customers' financial condition to determine the need for an allowance for doubtful accounts. The Company has not experienced significant credit losses to date. At December 31, 1997, one related party customer accounted for the entire accounts receivable balance. At December 31, 1998, five customers individually accounted for more than 10% of the entire accounts receivable balance. These five customers, in aggregate, accounted for 76% of the total accounts receivable balance at December 31, 1998. One of these five customers was a related party and accounted for 22% of the total accounts receivable balance at December 31, 1998.

F-9

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred in accordance with Statement of Financial Accounting Standards No. 2 ("SFAS No. 2"), "Accounting for Research and Development Costs."

SOFTWARE DEVELOPMENT COSTS

Costs incurred in the research and development of new products and enhancements to existing products are charged to expense as incurred until the technological feasibility of the product or enhancement has been established through the development of a working model. After establishing technological feasibility, additional development costs incurred through the date the product is available for general release would be capitalized and amortized over the estimated product life. No costs have been capitalized to date, as the effect on the financial statements for all periods presented is immaterial.

ADVERTISING COSTS

Advertising costs are expensed as incurred in accordance with Statement of Position ("SoP") No. 93-7, "Reporting on Advertising Costs." Advertising costs for the years ended December 31, 1996, 1997 and 1998 totaled $210,000, $147,000 and $904,000, respectively. Advertising costs for the six months ended June 30, 1998 and 1999 totaled $491,000 (unaudited) and $271,000 (unaudited), respectively.

FOREIGN CURRENCY TRANSLATION

The functional currency of the consolidated foreign subsidiary in Japan is its local currency. Accordingly, all assets and liabilities of this entity are translated at the current exchange rates at each balance sheet date. To date, the subsidiary in Japan has not recognized revenues or expenses. In the event that the subsidiary has revenue and expense components in future periods, such amounts will be translated at weighted average exchange rates in effect during the year. Gains and losses resulting from foreign currency translation have not been material to the consolidated financial statements through December 31, 1998 and through June 30, 1999 (unaudited). To the extent these gains or losses are recognized in future periods, such amounts will be recorded directly into a separate component of stockholders' equity and comprehensive income. Foreign currency transaction gains and losses are included in the determination of net income or loss. During the years ended December 31, 1996, 1997 and 1998 and during the six months ended June 30, 1998 (unaudited) and 1999 (unaudited), net foreign currency transaction gains and losses did not have a material impact on the consolidated financial statements.

STOCK-BASED COSTS AND EXPENSES

The Company accounts for stock-based employee compensation arrangements in accordance with provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," ("APB No. 25") and complies with the disclosure provisions of Statement of Financial Accounting Standards No. 123 ("SFAS No. 123"), "Accounting for Stock-Based Compensation." Under APB No. 25, compensation cost is recognized based on the difference, if any, on the date of

F-10

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

grant between the fair value of the Company's stock and the amount an employee must pay to acquire the stock.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the consensus reached by the Emerging Issues Task Force in Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in conjunction with Selling, Goods or Services." Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete using the Black-Scholes pricing model.

Costs and expenses include non-cash charges for stock compensation and warrant amortization as follows:

                                                                         SIX MONTHS ENDED
                                          YEAR ENDED DECEMBER 31,            JUNE 30,
                                         --------------------------      ----------------
                                         1996      1997       1998       1998       1999
                                         ----      ----      ------      ----      ------
                                                                           (UNAUDITED)
                                                      (DOLLARS IN THOUSANDS)
Research and development...............  $ --      $ 71      $  204      $ 95      $  100
Sales and marketing....................    --       312         846       422       2,747
General and administrative.............     4        72         206       105         105
                                         ----      ----      ------      ----      ------
                                         $  4      $455      $1,256      $622      $2,952
                                         ====      ====      ======      ====      ======

INCOME TAXES

Income taxes are accounted for using an asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. The measurement of current and deferred tax liabilities and assets are based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.

NET LOSS PER SHARE

Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted net loss per share is computed using the weighted average number of common and potential common shares outstanding. Potential common shares consist of the incremental number of common shares issuable upon conversion of Convertible Preferred Stock (using the if-converted method) and common shares issuable upon the exercise of stock options and warrants (using the treasury stock method). Potential common shares are excluded from the computation if their effect is anti-dilutive. Net loss per share computations are in accordance with SFAS No. 128, "Earnings Per Share," and the Securities and Exchange Commission Staff Accounting Bulletin ("SAB") No. 98.

F-11

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Weighted average potential common shares, which are excluded from the determination of basic and diluted net loss per share as their effect is anti-dilutive, are as follows:

                                                         YEAR ENDED     SIX MONTHS ENDED
                                                        DECEMBER 31,        JUNE 30,
                                                        ------------   ------------------
                                                            1998              1999
                                                                          (UNAUDITED)
Convertible Preferred Stock...........................     6,243,808        7,867,298
Common Stock options..................................     2,536,986        3,389,089
Convertible Preferred Stock warrants..................        17,500           17,500
Common Stock warrants.................................     1,588,200        2,148,145
Common Stock subject to repurchase....................     1,118,236          691,356
                                                        ------------      -----------
                                                          11,504,730       14,113,388
                                                        ============      ===========

See Note 9 -- Subsequent Events.

PRO FORMA NET LOSS PER SHARE (UNAUDITED)

Pro forma basic net loss per share is computed using the weighted average number of common shares outstanding and the pro forma effects of the automatic conversion of the Company's Convertible Preferred Stock into shares of the Company's Common Stock effective upon the closing of an initial public offering as if such conversion occurred on January 1, 1998, or at date of original issuance, if later. Pro forma diluted net loss per share is computed using the pro forma weighted average number of common and potential common shares outstanding. Pro forma potential common shares consist of Common Stock subject to repurchase and stock options and warrants (using the treasury stock method). Pro forma potential common shares have been excluded from the computation as their effect is antidilutive. See Note 9 -- Subsequent Events.

PRO FORMA STOCKHOLDERS' EQUITY (UNAUDITED)

Effective upon the closing of an initial public offering, the outstanding shares of Series A, Series B, Series C and Series D Convertible Preferred Stock will automatically convert into 1,250,000, 2,233,750, 4,322,250 and 3,698,333 shares, respectively, of Common Stock. In addition, warrants to purchase 17,500 shares of Series B Convertible Preferred Stock will convert into warrants to purchase 17,500 shares of Common Stock. The pro forma effects of these transactions are unaudited and have been reflected in the accompanying pro forma balance sheet at June 30, 1999. See Note 9 -- Subsequent Events.

UNAUDITED INTERIM RESULTS

The accompanying interim consolidated financial statements at June 30, 1999, and for the six months ended June 30, 1998 and 1999, are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows as of June 30, 1999 and for the six months ended June 30, 1998 and 1999. The financial data and other information disclosed in these notes to consolidated financial statements related to

F-12

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

these periods are unaudited. The results for the six months ended June 30, 1999 are not necessarily indicative of the results to be expected for the year ended December 31, 1999.

SEGMENT INFORMATION

Effective January 1, 1998, the Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 establishes standards for the way companies report information about operating segments in financial statements. It also establishes standards for related disclosures about products and services, geographic areas and major customers. In accordance with the provisions of SFAS No. 131, the Company has determined that it operates in only one operating segment.

COMPREHENSIVE INCOME

Effective January 1, 1998, the Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for reporting comprehensive income and its components in financial statements. Comprehensive income, as defined, includes all changes in equity (net assets) during a period from nonowner sources. To date, the Company's comprehensive net loss has not varied materially from the reported net loss.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. In June 1999, the FASB issued Statement of Financial Accounting Standards No. 137, "Accounting for Derivatives Instruments and Hedging Activities -- Deferral of Effective Date of FASB Statement No. 133" ("SFAS 137"). SFAS 133, as amended by SFAS 137, is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000, with earlier application encouraged. The Company does not currently nor does it intend in the future to use derivative instruments and therefore does not expect that the adoption of SFAS 133 will have any impact on its financial position or results of operations.

In December 1998, the AICPA issued Statement of Position No. 98-9, "Modification of SoP No. 97-2, Software Revenue Recognition, With Respect to Certain Transactions" ("SoP 98-9"), which is effective for transactions entered into in fiscal years beginning after March 15, 1999. SoP 98-9 amends SoP 97-2 and extends the effective date of SoP No. 98-4 "Deferral of the Effective Date of a Provision of SoP 97-2, Software Revenue Recognition" ("SoP 98-4"), and provides additional interpretive guidance. The adoption of SoP 97-2 has not had and the adoption of SoP 98-4 and SoP 98-9 are not expected to have a material impact on the Company's results of operations, financial position or cash flows.

F-13

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- RELATED PARTY TRANSACTIONS

The Company has entered into various agreements with certain holders of the Company's Preferred and Common Stock. These agreements consist primarily of royalties derived from the sale of Wink enabled products and non-recurring engineering services. Revenues and related costs of revenues together with deferred revenues and accounts receivable from these related parties are separately disclosed in the statement of operations and balance sheet. In June 1999, the Company paid $375,000 (unaudited) to a holder of Common and Preferred Stock in connection with a research and development agreement for the period from July 1, 1999 through September 30, 1999. This amount is separately disclosed in the balance sheet.

NOTE 4 -- BALANCE SHEET COMPONENTS

                                                       DECEMBER 31,       JUNE 30,
                                                     -----------------   -----------
                                                      1997      1998        1999
                                                                         (UNAUDITED)
                                                             (IN THOUSANDS)
Accounts receivable -- third parties, net:
  Accounts receivable -- third parties.............  $   --    $   187     $   229
  Less allowance for doubtful accounts.............      --         --         (30)
                                                     ------    -------     -------
                                                     $   --    $   187     $   199
                                                     ======    =======     =======
Property and equipment, net:
  Computer equipment...............................  $1,050    $ 1,521     $ 2,069
  Office furniture and equipment...................     526        575         587
  Leasehold improvements...........................     357        358         358
  Purchased internal-use software..................     161      1,009         919
                                                     ------    -------     -------
                                                      2,094      3,463       3,933
  Less accumulated depreciation and amortization...    (991)    (1,701)     (2,140)
                                                     ------    -------     -------
                                                     $1,103    $ 1,762     $ 1,793
                                                     ======    =======     =======

Assets acquired under capital lease obligations are included in property and equipment and totaled $1,421, $1,421 and $1,421 (unaudited), with related accumulated depreciation of $674, $1,046 and $1,232 (unaudited) at December 31, 1997 and 1998 and June 30, 1999, respectively.

                                                       DECEMBER 31,      JUNE 30,
                                                      ---------------   -----------
                                                      1997      1998       1999
                                                                        (UNAUDITED)
                                                             (IN THOUSANDS)
Accrued expenses:
  Compensation and benefits.........................  $455     $1,083     $  774
  Deferred rent.....................................   117         72         40
  Other.............................................    91         88        219
                                                      ----     ------     ------
                                                      $663     $1,243     $1,033
                                                      ====     ======     ======

F-14

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 -- INCOME TAXES

No current provision or benefit for federal or state income taxes has been recorded for the years ended December 31, 1996, 1997 and 1998 and for the six months ended June 30, 1998 (unaudited) and 1999 (unaudited), as the Company has incurred net operating losses and has no carryback potential.

At December 31, 1998, the Company had federal and state net operating loss carryforwards of approximately $27,000,000 available to reduce future taxable income. At June 30, 1999, the Company had federal and state net operating loss carryforwards of approximately $34,500,000 (unaudited) available to reduce future taxable income. Such carryforwards may be limited in certain circumstances including, but not limited to, cumulative stock ownership changes of more than 50 percent over a three-year period and expire at varying amounts during the period from 2002 through 2013. The Company believes that there were cumulative changes of ownership of greater than 50 percent in December 1995, March 1996 and March 1998. Accordingly, the amount of loss carryforwards that can be utilized to reduce future taxable income for federal and state income tax purposes will be limited to approximately $8,000,000 per year. Net deferred tax assets are composed of the following:

                                                      DECEMBER 31,         JUNE 30,
                                                   -------------------    -----------
                                                    1997        1998         1999
                                                                          (UNAUDITED)
                                                             (IN THOUSANDS)
Net operating loss carryforwards.................  $ 5,750    $ 10,700      $12,600
Deferred revenues................................      600         700          600
Other............................................      150         100          100
                                                   -------    --------      -------
Gross deferred tax assets........................    6,500      11,500       13,300
Deferred tax asset valuation allowance...........   (6,500)    (11,500)     (13,300)
                                                   -------    --------      -------
Net deferred tax assets..........................  $    --    $     --      $    --
                                                   =======    ========      =======

Based on a number of factors, including the lack of a history of profits, management believes that there is sufficient uncertainty regarding the realization of deferred tax assets such that a full valuation allowance has been provided. The valuation allowance increased by $5,000,000 from December 31, 1997 to December 31, 1998. The valuation allowance increased by $1,800,000 (unaudited) from December 31, 1998 to June 30, 1999.

NOTE 6 -- COMMITMENTS AND CONTINGENCIES

LEASES

The Company leases its main office facilities under a noncancelable operating lease which expires in January 2000. Under the terms of the lease, the Company is required to pay property taxes, insurance and normal maintenance costs. The Company also leases certain equipment under capital lease obligations.

F-15

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Future minimum lease payments under noncancelable operating and capital leases are as follows at December 31, 1998:

                        YEAR ENDING                           OPERATING    CAPITAL
                        DECEMBER 31,                           LEASES      LEASES
                                                                 (IN THOUSANDS)
  1999......................................................    $743        $ 490
  2000......................................................      62          387
                                                                ----        -----
                                                                $805          877
                                                                ====
Less amount representing interest...........................                 (110)
                                                                            -----
Present value of capital lease obligations..................                  767
Less current portion........................................                 (402)
                                                                            -----
Long-term portion...........................................                $ 365
                                                                            =====

Rent expense on noncancelable operating leases for the years ended December 31, 1996, 1997 and 1998, totaled $573,000, $694,000 and $714,000, respectively. Rent expense on noncancelable operating leases for the six months ended June 30, 1998 and 1999, totaled $352,000 (unaudited) and $355,000 (unaudited).

REVENUE SHARING, GUARANTEES AND OTHER COMMITMENTS

The Company has entered into a number of agreements with cable operators, direct broadcast satellite operators ("DBS operators") and certain other market participants to share with these entities a portion of revenues, if any, the Company generates from viewer responses to Wink Enhanced Broadcasting. To date, no transaction fee revenue has been recognized from the Wink Response Network.

For certain cable and DBS operators, the Company has also provided a minimum revenue guarantee if the operator makes a minimum volume commitment for Wink Engines deployed. If these minimum volume requirements are met, and Wink Enhanced Broadcasting fails to generate sufficient revenue to meet the guaranteed amount per Wink subscriber, the Company is obligated to pay the difference between the guaranteed amount and the amount earned by the operator. If no amounts are earned by the operators and the minimum deployment levels are achieved, the aggregate three year revenue guarantee based on contracts in place on December 31, 1998 and June 30, 1999 (unaudited) totaled $8,375,000.

In addition, the Company has provided a minimum revenue guarantee to one industry participant totaling $2.50 over 18 months for each deployment of a Wink-enabled device. The arrangement does not provide for a minimum level of deployment, and accordingly, the Company is unable to reasonably estimate the amounts, if any, that could become payable under this arrangement.

The Company has also agreed to provide marketing and technical development funds to certain cable and digital broadcast satellite operators, contingent upon the commercial launch of Wink enhanced broadcasting. The Company has agreed to provide development funds at the rate of $1.00 per subscriber with a guaranteed minimum of $1,000,000 to a major digital broadcast satellite provider. Additional marketing development and networking equipment funds committed to in contractual agreements with cable operators total approximately $495,000 and $1,885,000 at

F-16

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 1998 and June 30, 1999 (unaudited). These costs, if and when incurred, shall be recorded as sales and marketing expense.

See Note 9 -- Subsequent Events.

LEGAL PROCEEDING

A patent claim arising in the ordinary course of business, seeking monetary damages and other relief is pending. The amount of liability, if any, from such claim can not be determined with certainty; however, in the opinion of management, the ultimate liability for such claim will not have a material adverse effect on the Company's financial position, results of operations or cash flows.

NOTE 7 -- STOCKHOLDERS' EQUITY

CONVERTIBLE PREFERRED STOCK

Convertible Preferred Stock consists of the following:

                                                  SHARES ISSUED
                                                 AND OUTSTANDING           DECEMBER 31, 1998          JUNE 30, 1999
                                           ---------------------------   ----------------------   ----------------------
                                SHARES     DECEMBER 31,     JUNE 30,      GROSS     LIQUIDATION    GROSS     LIQUIDATION
                              AUTHORIZED   1997    1998       1999       PROCEEDS     AMOUNT      PROCEEDS     AMOUNT
                                                           (UNAUDITED)                                 (UNAUDITED)
                                                                    (IN THOUSANDS)
Series A....................     1,250     1,250   1,250      1,250      $ 2,000      $ 2,000     $ 2,000      $ 2,000
Series B....................     2,251     2,234   2,234      2,234        8,936        8,936       8,936        8,936
Series C....................     4,500     2,191   4,322      4,322       34,576       34,576      34,576       34,576
Series D....................     5,000        --      --      3,698           --           --      44,380       44,380
                                ------     -----   -----     ------      -------      -------     -------      -------
                                13,001     5,675   7,806     11,504      $45,512      $45,512     $89,892      $89,892
                                ======     =====   =====     ======      =======      =======     =======      =======

CONVERSION

Each share of Preferred Stock is convertible at the option of the holder at any time into Common Stock at the initial conversion rate of one share of Common Stock for each share of Preferred Stock. The initial conversion rate of each series of Preferred Stock is subject to adjustment as provided in the Certificate of Incorporation, as amended. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the then effective conversion rate for each series upon the closing of a firm commitment underwritten initial public offering of the Company's Common Stock at a price per share not less than $8.00 per share and an aggregate offering price to the public of not less than $10,000,000, exclusive of underwriting commissions and offering expenses.

VOTING

Each holder of Series A, Series B, Series C and Series D Preferred Stock is entitled to a number of votes equal to the number of shares of Common Stock into which such holders' shares of Preferred Stock could be converted.

F-17

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DIVIDEND

Holders of Series A, Series B, Series C and Series D Preferred Stock are entitled to a noncumulative dividend, when and if declared by the Board of Directors, at the fixed rate of $0.128, $0.32, $0.64 and $0.96 (unaudited), respectively, per share per annum, prior and in preference to any distribution on the Common Stock.

LIQUIDATION

In the event of any liquidation, dissolution or winding up of the Company (as defined), the holders of the Series A, Series B, Series C and Series D Preferred Stock shall be entitled to receive, prior and in preference to any distribution to the holders of the Common Stock, the amount of $1.60, $4.00, $8.00 and $12.00 (unaudited), respectively, per share plus an amount equal to all declared but unpaid dividends on such shares.

COMMON STOCK

REPURCHASE RIGHTS

At December 31, 1998, the Company had the right to repurchase the unvested portion of 3,072,916 shares of Common Stock sold to certain key employees at a weighted average price of $0.40 per share. Under employment arrangements with certain key employees, in the event the Company is acquired by or merged into another company prior to full vesting of the shares subject to repurchase rights, the employees are entitled to have the Company's repurchase right lapse as to 50 percent of the unvested shares. The Common Stock repurchase rights reside solely with the Company and there are no situations under which the Stockholders can put their shares or cause any other form of redemption. At December 31, 1998, 830,954 shares were subject to repurchase rights of the Company. At June 30, 1999, the Company had the right to repurchase the unvested portion of 3,200,624 shares (unaudited) of Common Stock. At June 30, 1999, 752,175 shares (unaudited) were subject to repurchase rights of the Company.

RESERVED SHARES

The Company has reserved an adequate number of shares of Common Stock to satisfy the conversion of all Preferred Stock and the exercise of all outstanding options and warrants.

WARRANTS

In July 1996, the Company granted a fully exercisable warrant to purchase Common Stock to two companies affiliated with a director of the Company in connection with the issuance of Series B Preferred Stock. The warrant enables the holders to purchase 441,257 and 58,743 shares of Common Stock, respectively, at $6.00 per share and expires in July 2001. The warrant had an immaterial fair value on the date of grant.

In September 1996, the Company granted a fully exercisable warrant to purchase Series B Preferred Stock to a company providing property and equipment lease financing. The warrant enables the holder to purchase 17,500 shares of Series B Preferred Stock at $4.00 per share and expires in September 2002. The warrant and related services had an immaterial fair value on the date of grant.

F-18

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In April 1997, the Company granted a fully exercisable warrant to purchase Common Stock to certain holders of Series C Preferred Stock providing business development services. The warrant enables the holders to purchase 75,000 shares of Common Stock at $0.80 per share and expires in April 2007. The warrant and related services had an immaterial fair value on the date of grant.

In June 1997, the Company granted a fully exercisable warrant to purchase Common Stock in connection with the issuance of Series C Preferred Stock. The warrant enables the holders to purchase 525,000 shares of Common Stock at $8.00 per share and expires in June 2009. The estimated fair value of the warrant totaled $142,000 and is included in additional paid-in capital.

In June 1997, the Company granted a warrant to purchase Common Stock to a broadcasting company that agreed to use its reasonable best efforts to develop and air Wink-enhanced programming over an approximate 18 month period. The broadcasting company is affiliated with a holder of the Company's Series C Preferred Stock. The warrant enables the holder to purchase 375,000 shares of Common Stock at $8.00 per share and expires in June 2009. On the date of grant, the warrant was exercisable with respect to 75,000 shares (the "fixed shares") and was exercisable with respect to the remaining 300,000 shares (the "variable shares") contingent upon the completion of specified future performance obligations of the broadcasting company. The grant date fair value of the warrant relating to the fixed shares totaled $20,000, which was charged to sales and marketing expense. The fair value of the warrant relating to the variable shares on December 31, 1997, totaled $726,000. Of this amount, $220,000 was recognized as sales and marketing expense during the year ended December 31, 1997. On February 1, 1998, the Company amended the terms of the warrant to eliminate any future performance obligation of the broadcasting company. The fair value of the warrant relating to the variable shares on the date the performance obligation was eliminated had not changed from the estimated fair value on December 31, 1997. Accordingly, the unamortized value of the warrant totaling $506,000 was recognized as sales and marketing expense during the year ended December 31, 1998 over the period in which the Company received benefits from the broadcaster's services.

In November 1997, the Company granted a fully exercisable warrant to purchase Common Stock to a company providing business development services. The warrant enables the holder to purchase 38,200 shares of Common Stock at $4.00 per share and expires in November 2009. The warrant and related services had an immaterial fair value on the date of grant.

In January 1998, the Company granted a fully exercisable warrant to purchase Common Stock in connection with the issuance of Series C Preferred Stock. The warrant enables the holder to purchase 50,000 shares of Common Stock at $0.80 per share and expires in January 2008. The estimated fair value of the warrant totaled $226,000 and is included in additional paid-in capital.

In August 1998, the Company granted a fully exercisable warrant to purchase Common Stock to a holder of Series C Preferred Stock providing consulting services. The warrant enables the holder to purchase 25,000 shares of Common Stock at $8.00 per share and expires in August 2003. The estimated fair value of the warrant totaled $135,000 and is included in sales and marketing expense.

In December 1998, the Company granted a warrant to purchase Common Stock to a cable operator company that is a holder of Series C Preferred Stock as consideration for the future deployment of Wink-enabled technology to at least 200,000 households. The warrant enables the holder to purchase 250,000 shares of Common Stock at either $12.00 or $16.00 per share, contingent upon achieving the deployment criteria and the timing of such achievement. In the event the $12.00

F-19

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

exercise price is earned, the warrant will expire in January 2004. In the event the $16.00 exercise price is earned, the warrant will expire in January 2005. At December 31, 1998, the lowest aggregate fair value of the warrant totaled $1,218,000. At June 30, 1999, the lowest aggregate fair value of the warrant totaled $2,050,000 (unaudited). This amount will be remeasured at each reporting date until the deployment of Wink-enabled technology to the specified number of cable subscribers is achieved. When and if it becomes probable that the performance criteria will be achieved, the Company will record the then fair value associated with the units meeting the performance criteria as a charge to sales and marketing expense.

OTHER

Through December 31, 1998, no dividends on either the Preferred or Common Stock have been declared by the Board of Directors.

See Note 9 -- Subsequent Events.

NOTE 8 -- EMPLOYEE BENEFIT PLANS

STOCK OPTION PLAN

The 1994 Stock Plan (the "Plan"), as amended, provides for the issuance of up to 7,000,000 shares of Common Stock in connection with incentive and non-statutory stock option awards granted to employees, directors and consultants to the Company. Stock purchase rights may also be granted under the Plan. Options must be issued at prices not less than 100 percent and 85 percent, for incentive and non-statutory options, respectively of the estimated fair value of the Common Stock on the date of grant and are exercisable for periods not exceeding ten years from the date of grant. Options granted to stockholders who own greater than 10 percent of the outstanding stock at the time of grant are exercisable for periods not exceeding five years from the date of grant and must be issued at prices not less than 110 percent of the estimated fair value at the date of grant. Options granted under the Plan generally vest ratably over four years following the date of grant, although the Board of Directors may issue options that vest over a period up to five years. The Company has certain repurchase rights and rights of first refusal on shares purchased under the Plan.

During the year ended December 31, 1997 and 1998 and the six months ended June 30, 1998 and 1999, the Company recognized unearned compensation totaling $700,000, $600,000, $600,000 (unaudited) and $5,132,000 (unaudited), respectively, with respect to certain stock option grants and sales of restricted stock to employees. These expenses are being amortized over the respective four-year vesting periods. Amortization of unearned compensation totaled $215,000, $615,000, $359,000 (unaudited) and $305,000 (unaudited) for the year ended December 31, 1997 and 1998 and for the six months ended June 30, 1998 and 1999, respectively, and has been allocated to operating costs and expenses based upon the primary activity of the applicable employees. See Note
9 -- Subsequent Events.

F-20

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Had compensation cost for the Company's stock-based compensation plan been determined based on the fair value at the grant dates for the awards under the minimum value method prescribed by SFAS No. 123, the Company's net loss would have been as follows:

                                                                                SIX MONTHS
                                            YEAR ENDED DECEMBER 31,           ENDED JUNE 30,
                                        --------------------------------    ------------------
                                         1996        1997         1998       1998       1999
                                               (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                                               (UNAUDITED)
Net loss:
  As reported.........................  $(5,884)    $(9,166)    $(14,036)   $(5,777)   $(9,201)
  Pro forma...........................  $(5,905)    $(9,235)    $(14,342)   $(5,906)   $(9,533)
Basic and diluted net loss per share:
  As reported.........................  $ (0.91)    $ (1.25)    $  (1.57)   $ (0.66)   $ (0.92)
  Pro forma...........................  $ (0.92)    $ (1.26)    $  (1.60)   $ (0.68)   $ (0.96)

Under SFAS No. 123, the minimum value of each option grant is estimated on the grant date using the minimum value method with the following weighted average assumptions used for grants made:

                                                                                  SIX MONTHS
                                                  YEAR ENDED DECEMBER 31,       ENDED JUNE 30,
                                                  ------------------------      --------------
                                                  1996      1997      1998      1998      1999
                                                                                 (UNAUDITED)
Expected lives, in years........................     5         5         5         5         5
Risk free interest rates........................  6.30%     6.30%     5.00%     5.47%     5.45%
Dividend yield..................................  0.00%     0.00%     0.00%     0.00%     0.00%

The following table summarizes information about stock option transactions under the Plan:

                                                                                                 SIX MONTHS
                                                                                                    ENDED
                                                  YEAR ENDED DECEMBER 31,                         JUNE 30,
                                 ---------------------------------------------------------   -------------------
                                       1996                1997                1998                 1999
                                          WEIGHTED            WEIGHTED            WEIGHTED              WEIGHTED
                                          AVERAGE             AVERAGE             AVERAGE               AVERAGE
                                          EXERCISE            EXERCISE            EXERCISE              EXERCISE
                                 SHARES    PRICE     SHARES    PRICE     SHARES    PRICE      SHARES     PRICE
                                                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                                                                 (UNAUDITED)
Outstanding at beginning of
  period.......................    793     $0.05     1,759     $0.23     2,122     $1.06        2,813    $2.90
Granted........................    980      0.37     1,099      1.82     1,092      5.66        1,717     8.16
Exercised......................    (14)     0.05      (537)     0.13      (287)     0.62         (203)    0.96
Canceled.......................     --        --      (199)     0.44      (114)     2.59         (258)    3.05
                                 -----               -----               -----               --------
Outstanding at end of period...  1,759      0.23     2,122      1.06     2,813      2.90        4,069     5.22
                                 -----               -----               -----               --------
Options vested at period end...    431                 289                 971                  1,183
                                 -----               -----               -----               --------
Weighted-average fair value of
  options granted during the
  period.......................             0.15                0.67                1.23                  4.43

F-21

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Because additional option grants are expected to be made each year, the above pro forma disclosures are not representative of pro forma effects of reported net income (loss) for future years.

The following table summarizes information about stock options outstanding at December 31, 1998:

                          OPTIONS OUTSTANDING             OPTIONS VESTED
                  ------------------------------------   -----------------
                                 WEIGHTED
                                  AVERAGE     WEIGHTED            WEIGHTED
                                 REMAINING    AVERAGE             AVERAGE
   RANGE OF         NUMBER      CONTRACTUAL   EXERCISE   NUMBER   EXERCISE
EXERCISE PRICES   OUTSTANDING      LIFE        PRICE     VESTED    PRICE
                     (IN THOUSANDS, EXCEPT YEARS AND PER SHARE AMOUNTS)
$ 0.01 - $0.25         372          6.8 year   $ 0.12     236      $ 0.12
  0.40 -  0.80         565          7.9          0.50     287        0.47
  1.00 -  2.00         627          8.4          1.46     220        1.44
  4.00 -  6.00       1,006          9.4          4.92     199        4.01
  8.00                 218          9.6          8.00      21        8.00
 12.00                  25          9.8         12.00       8       12.00
                     -----                                ---
                     2,813         8.55          2.90     971        1.59
                     =====                                ===

The following table summarizes information about stock options outstanding at June 30, 1999 (unaudited):

                          OPTIONS OUTSTANDING                OPTIONS VESTED
                  ------------------------------------   ----------------------
                                 WEIGHTED
                                  AVERAGE     WEIGHTED                 WEIGHTED
                                 REMAINING    AVERAGE                  AVERAGE
   RANGE OF         NUMBER      CONTRACTUAL   EXERCISE     NUMBER      EXERCISE
EXERCISE PRICES   OUTSTANDING      LIFE        PRICE       VESTED       PRICE
$ 0.01 - $0.25         244          6.2 year   $0.09          194       $ 0.10
  0.40 -  0.80         517          7.4         0.50          323         0.48
  1.00 -  2.00         443          8.0         1.38          220         1.36
  4.00 -  6.00         951          7.3         4.88          396         4.49
  8.00               1,819          9.5         8.00           27         8.00
 12.00                  95          7.9        12.00           23        12.00
                     -----                                  -----
                     4,069          8.3         5.22        1,183         2.32
                     =====                                  =====

401(k) PLAN

Effective July 1996, the Company adopted the Wink Communications, Inc.
401(k) Profit Sharing Plan (the "401(k) Plan"), which qualifies as a deferred salary arrangement under Section 401 of the Internal Revenue Service Code. Under the 401(k) Plan, participating employees may defer a portion of their pretax earnings not to exceed 15% of their total compensation. The Company, at its discretion, may make contributions for the benefit of eligible employees. The Company made no contributions through December 31, 1998.

F-22

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

\NOTE 9 -- SUBSEQUENT EVENTS (UNAUDITED)

DELAWARE REINCORPORATION

In February 1999, the Company's Board of Directors authorized the reincorporation of the Company in the State of Delaware to be effective prior to the Company's initial public offering. The reincorporation was completed in August 1999. As a result of the reincorporation, the Company is authorized to issue 100,000,000 shares of $0.001 par value Common Stock and 5,000,000 shares of $0.001 par value Preferred Stock. The Board of Directors has the authority to issue the undesignated Preferred Stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof.

WARRANTS

In February 1999, the Company granted a fully exercisable warrant to purchase Common Stock to a company affiliated with a broadcasting company as an incentive for signing a definitive software licensing agreement with the broadcasting company. The warrant enables the holder to purchase 200,000 shares of Common Stock at $12.00 per share, subject to adjustment, and expires in February 2004. The exercise price is subject to adjustment in the event that the Company completes a qualified equity financing with a per share issuance price of less than $12.00 per share prior to an initial public offering by the Company. The maximum exercise price is $12.00 per share. The fair value of the warrant on the measurement date totaled $1,220,000 (unaudited) and was recognized as sales and marketing expense as there was no remaining performance obligation on behalf of the warrant holder and no significant license revenues are expected to be derived from the agreements.

In March 1999, the Company granted a fully exercisable warrant to purchase Common Stock to a separate broadcasting company as an incentive for signing a definitive software licensing agreement. The warrant enables the holder to purchase 125,000 shares of Common Stock at $12.00 per share, subject to adjustment, and expires in March 2004. The exercise price is subject to adjustment in the event that the Company completes a qualified equity financing with a per share issuance price of less than $12.00 per share prior to an initial public offering by the Company. The maximum exercise price is $12.00 per share. The fair value of the warrant on the measurement date totaled $760,000 (unaudited) and was recognized as sales and marketing expense as there was no remaining performance obligation on behalf of the warrant holder and no significant license revenues are expected to be derived from the agreement.

In May 1999, the Company granted a fully exercisable warrant to purchase Common Stock to Microsoft Corporation in connection with a 10 year definitive software distribution agreement. The warrant enables the holder to purchase 500,000 shares of Common Stock at $12.00 per share, subject to adjustment, and expires in May 2004. The exercise price is subject to adjustment in the event that the Company completes a qualified equity financing with a per share issuance price of less than $12.00 per share prior to an initial public offering by the Company. The maximum exercise price is $12.00 per share. The fair value of the warrant on the measurement date totaled $4,050,000 (unaudited) which has been included in unearned compensation in the accompanying statement of stockholders equity. During the six months ended June 30, 1999, amortization recognized as sales and marketing expense totaled $68,000 and the remaining $3,982,000 will be recognized as sales and marketing expense ratably over the remainder of the ten year term of the agreement.

F-23

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Due to the possibility of rapid technological change and the high level of competition in the Company's industry, there is a possibility that the estimated period of benefit from this arrangement may ultimately be less than the contractual term of ten years. In the event that future events or transactions reduce or eliminate the period of future benefit, the then unamortized value of the warrant will be recognized as a charge to sales and marketing expense either over the remaining period of benefit or immediately at the time of such change, as applicable.

In July 1999, the Company granted a fully exercisable warrant to purchase Common Stock to a broadcasting company as an incentive for signing a definitive software licensing agreement and to promote the development of Wink-enhanced programming. The warrant enables the holder to purchase 75,000 shares of Common Stock at $12.00 per share, subject to adjustment, and expires in July 2004. The exercise price is subject to adjustment in the event that the Company completes a qualified equity financing with a per share issuance price of less than $12.00 per share prior to an initial public offering by the Company. The maximum exercise price is $12.00 per share. The fair value of the warrant on the measurement date totaled $734,000 (unaudited) and was recognized as sales and marketing expense during the three months ended September 30, 1999, as there was no remaining performance obligation on behalf of the warrant holder and no significant license revenues are expected to be derived from the agreement.

CONTRACT TERMINATION AGREEMENT

In May 1999, the Company and a third party executed an agreement that terminated a development and license agreement dated April 1998. Under this termination agreement, the third party paid the Company $1,112,000. Of this amount, $1,000,000 was included in other income and the remaining $112,000 related to a non-recurring engineering agreement and was included in services revenues from third parties during the six months ended June 30, 1999. The Company has no material remaining obligations under these agreements.

COMMON STOCK

In May 1999, the Company entered into an employment agreement with a member of management. In connection with this employment agreement, the Company sold 250,000 shares of Common Stock at a price of $8.00 per share in exchange for a full-recourse, ten-year $2,000,000 promissory note. The note bears interest at a rate of 6.40% per annum. The Company has the right to repurchase the shares at original issuance cost of $8.00 per share. These repurchase rights lapse progressively over a four-year period. In connection with the sale of these shares, the Company recognized unearned compensation totaling $1,000,000 (unaudited), which will be amortized over the four-year vesting period.

DISTRIBUTION AGREEMENT

In May 1999, the Company entered into a 10 year definitive software distribution agreement with Microsoft Corporation (the "distributor") that entitles the distributor to share a portion of revenues, if any, the Company generates from viewer responses to Wink Enhanced Broadcasting. The Company has also provided a minimum revenue guarantee ranging from $2 to $4 per year, per Microsoft-controlled Wink-enabled device. If such devices are enabled by Microsoft and Wink Enhanced Broadcasting fails to generate sufficient revenue to meet the guaranteed amount per Wink subscriber, the Company is obligated to pay the difference between the guaranteed amount and the

F-24

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

amount earned by the distributor. Such costs, if and when incurred, shall be recorded as cost of revenues.

CONVERTIBLE PROMISSORY NOTE

In May 1999, the Company issued a convertible promissory note to Microsoft Corporation in exchange for cash totaling $15,120,000. The convertible promissory note may be converted, at the discretion of the holder, into 1,260,000 shares of the Company's Series D Convertible Preferred Stock at $12.00 per share. The convertible promissory note accrues interest at 10 percent, per annum. At June 30, 1999, the Company had obligations totaling $15,120,000 under the convertible promissory note. In July 1999, Microsoft Corporation exercised its right to exchange the convertible promissory note for 1,260,000 shares of the Company's Series D Convertible Preferred Stock.

SERIES D CONVERTIBLE PREFERRED STOCK FINANCING

In June 1999, the Company sold an aggregate of 3,698,333 shares of Series D Convertible Preferred Stock at $12.00 per share for gross proceeds totaling $44,380,000.

1999 STOCK PLAN

In June 1999, the 1999 Stock Plan (the "1999 Plan") was adopted by the Board of Directors and will be submitted to the stockholders for their approval prior to the date of the Company's initial public offering, to become effective on the date of the initial public offering. The 1999 Plan provides for the grant to employees of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and for grants to employees, directors and consultants of nonstatutory stock options and stock purchase rights. Unless terminated sooner, the 1999 Plan will terminate automatically in 2009. A total of 2,500,000 shares of Common Stock have been reserved for issuance pursuant to the 1999 Plan. The amount reserved under the Plan will automatically increase at the end of each year by the lesser of (1) 1,000,000 shares, (2) 4% of outstanding shares on such date or (3) a lesser amount determined by the Board of Directors.

1999 EMPLOYEE STOCK PURCHASE PLAN

In June 1999, the 1999 Employee Stock Purchase Plan (the "Purchase Plan") was adopted by the Board of Directors and will be submitted to the stockholders for their approval prior to the date of the Company's initial public offering, to become effective on the date of the initial public offering. The Purchase Plan permits participants to purchase Common Stock through payroll deductions of up to 15% of the participant's compensation, up to a maximum aggregate deduction of $21,250 for all offering periods ending in any calendar year. A total of 250,000 shares of Common Stock have been reserved for issuance pursuant to the Purchase Plan. The amount reserved under the Plan will automatically increase at the end of each year by the lessor of (1) 75,000 shares, (2) 0.3% of outstanding shares on such date or (3) a lesser amount determined by the Board of Directors.

1999 DIRECTOR OPTION PLAN

In June 1999, the 1999 Director Option Plan (the "Director Plan") was adopted by the Board of Directors and will be submitted to the stockholders for their approval prior to the date of the Company's initial public offering, to become effective on the date of the initial public offering. The Director Plan provides for the automatic grant of a nonstatutory option to purchase 40,000 shares of Common Stock to each new non-employee director who becomes a director after the date of the

F-25

WINK COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Company's initial public offering on the date that such person becomes a director. Each current and future non-employee director will automatically be granted an additional nonstatutory option to purchase 40,000 shares on the fourth anniversary of the date of grant of his or her last option if he or she served on the Board of Directors continuously during such period. A total of 250,000 shares of Common Stock have been reserved for issuance pursuant to the Director Plan.

EMPLOYEE BONUS

In June 1999, the Company issued an aggregate of 50,000 shares of Common Stock to employees as incentive bonuses. The fair value of these shares of Common Stock on the issuance date totaled $600,000 and was recognized as sales and marketing expense as there were no remaining performance obligations on behalf of the holders.

F-26

GRAPHIC IN TWO PARTS

TITLE: [Wink logo] Wink Enhanced Broadcasting (TM)

PART 1: End-to-End System

Wink logo and series of pictures depicting viewer use of the Wink system with the following captions:

1. Our symbol indicates show or ad has Wink;

2. Viewer interacts & responds with remote control;

3. Sent for fulfillment by advertiser;

4. Viewer receives order via mail; and

5. Wink supplies advertisers/programmers with a variety of reports.

PART 2: Production, Delivery and Response Collection

Diagram of pictures depicting various components of the Wink system with the following captions:

o Wink Software is used to create enhanced TV applications;

o Wink Broadcast Server manages the scheduling and insertion of applications;

o Video Integration Wink enables networks & advertisers to add Wink to their video;

o Data Insertion integrates broadcast programming with Wink applications;

o Satellite;

o Cable;

o Broadcast;

o Wink Engine enables TV to display Wink; and

o The Wink Response Network collects & aggregates viewer responses.


[LOGO]




, 1999

[WINK LOGO]

4,200,000 SHARES OF COMMON STOCK


P R O S P E C T U S

DONALDSON, LUFKIN & JENRETTE DEUTSCHE BANC ALEX. BROWN

BEAR, STEARNS & CO. INC.


DLJDIRECT INC.

We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or our solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus should create an implication that the information contained in this prospectus or the affairs of Wink have not changed since the date of this prospectus.



Until , 1999 (25 days after the date of this prospectus), all dealers that effect transactions in these securities may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter in this offering and when selling previously unsold allotments or subscriptions.



PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an itemized statement of the costs and expenses, other than underwriting discounts and commissions, incurred and to be incurred by the Registrant in connection with the issuance and distribution of the securities registered hereby. All amounts are estimates except the SEC registration fee and the NASD filing fee.

                                                                AMOUNT
                                                                TO BE
                                                               PAID BY
                                                              REGISTRANT
SEC registration fee........................................   $ 21,484
NASD filing fee.............................................      8,228
Nasdaq National Market listing fee..........................     95,000
Printing....................................................    240,000
Legal fees and expenses.....................................    250,000
Accounting fees and expenses................................    100,000
Director and officer SEC liability insurance................     65,000
Blue sky fees and expenses..................................     15,000
Transfer agent, registrar and custodial fees................     10,000
Miscellaneous...............................................     45,288
                                                               --------
          Total.............................................   $850,000
                                                               ========

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (the "DGCL") 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 X of Registrant's Amended Restated Certificate of Incorporation (Exhibit 3.3 hereto) and Article VI of the Registrant's Bylaws (Exhibit 3.5 hereto) provide for indemnification of the Registrant's directors, officers, employees and other agents to the maximum extent permitted by the DGCL. The Registrant maintains insurance covering its directors and officers against certain liabilities incurred by them in their capacities as such. The Registrant has entered into Indemnification Agreements (a form of which is provided as Exhibit 10.1 hereto) with its officers and directors. The Underwriting Agreement (Exhibit 1.1 hereto) also provides for cross-indemnification among the Registrant and the Underwriters with respect to certain matters, including matters arising under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Since January 1, 1996, the Registrant has sold and issued the following unregistered securities (all numbers reflect a ten-for-one stock split effective July 24, 1995):

- Between January 1, 1996 and May 31, 1999, the Registrant sold and issued 1,330,447 shares of common stock to a total of 63 employees, five non-employee directors and 10 consultants at purchase prices ranging from $0.01 to $8.00 per share upon exercise of stock options or stock purchase rights, or as stock bonuses, pursuant to the Registrant's 1994 Stock Plan in reliance

II-1


upon Rule 701 promulgated under the Securities Act or an exemption from registration provided by Section 4(2) of the Securities Act.

- On June 21, 1995, the Registrant sold and issued 65,800 shares of common stock to Geoworks at a purchase price of $0.05 per share in exchange for the Registrant's use of office facilities and resources. Such sale was made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

- Between December 21, 1995 and March 29, 1996, the Registrant sold and issued an aggregate of 2,233,750 shares of Series B preferred stock at a purchase price of $4.00 per share to a total of three institutional investors, three corporate investors and 20 individuals affiliated with us or our employees or investors. Such sales were made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

- On July 31, 1996, the Registrant issued a warrant to purchase 441,257 shares of common stock with an exercise price of $6.00 per share to Benchmark Capital Partners, L.P. and a warrant to purchase 58,743 shares of common stock with an exercise price of $6.00 per share to Benchmark Founders' Fund, L.P. Such issuances were made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

- On September 18, 1996, the Registrant issued a warrant to purchase 17,500 shares of Series B preferred stock with an exercise price of $4.00 per share to Venture Lending & Leasing, Inc. as partial consideration for the financing of certain equipment and leasehold improvements. Such issuance was made in reliance upon an exemption from registration provided by
Section 4(2) of the Securities Act.

- On December 2, 1996, the Registrant issued 1,310,000 shares of common stock at a purchase price of $0.40 per share to an officer of the Registrant. Such sale was made in reliance upon Rule 701 promulgated under the Securities Act.

- Between April 17, 1997 and December 2, 1998, the Registrant sold and issued an aggregate of 4,322,250 shares of Series C preferred stock at a purchase price of $8.00 per share to a total of nine institutional investors, three corporate investors and 25 individuals affiliated with us or our employees or investors. Such sales were made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

- On April 17, 1997, the Registrant issued a warrant to purchase 75,000 shares of common stock with an exercise price of $0.80 per share to WC Investors, LLC. Such issuance was made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

- On May 27, 1997, the Registrant issued 250 shares of common stock at a purchase price of $1.00 per share, and between July 21, 1997 and September 2, 1997, the Registrant issued an aggregate of 750 shares of common stock at a purchase price of $2.00 per share, to a consultant of the Registrant in exchange for recruiting services rendered. Such sales were made in reliance upon Rule 701 promulgated under the Securities Act.

- On June 18, 1997, the Registrant issued a warrant to purchase 525,000 shares of common stock with an exercise price of $8.00 per share to GE Capital Corporation and a warrant to purchase 375,000 shares of common stock with an exercise price of $8.00 per share to NBC Multimedia, Inc. Such issuances were made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

II-2


- On October 15, 1997, the Registrant issued 96 shares of common stock at a purchase price of $2.00 per share to a consultant of the Registrant in exchange for consulting services rendered. Such sale was made in reliance upon Rule 701 promulgated under the Securities Act.

- On November 3, 1997, the Registrant issued 215,000 shares of common stock at a purchase price of $2.00 per share to an officer of the Registrant. Such sale was made in reliance upon Rule 701 promulgated under the Securities Act.

- On November 3, 1997, the Registrant issued a warrant to purchase 38,200 shares of common stock with an exercise price of $4.00 per share to a consultant of the Registrant. The consideration for the issuance of such warrant was $20,000 in cash. Such sale was made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

- On January 6, 1998, the Registrant issued a warrant to purchase 50,000 shares of common stock with an exercise price of $0.80 per share to EGI-Wink Investors. Such issuance was made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

- On February 1, 1998, the Registrant issued 25,000 shares of common stock at a purchase price of $4.00 per share to an officer of the Registrant. Such sale was made in reliance upon Rule 701 promulgated under the Securities Act.

- On August 27, 1998, the Registrant issued a warrant to purchase 25,000 shares of common stock with an exercise price of $8.00 per share to General Electric Capital Corporation. Such issuance was made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

- On December 2, 1998, the Registrant issued warrants to purchase up to an aggregate of 250,000 shares of common stock with exercise prices ranging from $12.00 to $14.00 per share to Vulcan Ventures Incorporated. Such issuances were made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

- On February 25, 1999, the Registrant issued a warrant to purchase up to 200,000 shares of common stock with an exercise price of $12.00 per share to The Walt Disney Company. Such issuance was made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

- On March 23, 1999, the Registrant issued a warrant to purchase 125,000 shares of common stock with an exercise price of $12.00 per share to CBS Corporation. Such issuance was made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

- On May 17, 1999, the Registrant issued 250,000 shares of common stock at a purchase price of $8.00 per share to an officer of the Registrant. Such sale was made in reliance upon an exemption from registration provided by
Section 4(2) of the Securities Act.

- On May 26, 1999, the Registrant issued a warrant to purchase 500,000 shares of common stock with an exercise price of $12.00 per share to Microsoft Corporation. Such issuance was made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

- On June 30, 1999 and July 21, 1999, the Registrant sold and issued an aggregate of 4,958,333 shares of Series D preferred stock at a price of $12.00 per share to Microsoft Corporation, Hughes Electronics Corporation, General Instrument Corporation, Goldman Sachs Group,

II-3


Inc., and GFI Company. Such issuances were made in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS

NUMBER                      DESCRIPTION OF DOCUMENT
   1.1    Form of Underwriting Agreement.
   3.1*   Amended and Restated Articles of Incorporation of the
          Registrant's California predecessor.
   3.2*   Certificate of Incorporation of the Registrant.
   3.3*   Form of Amended and Restated Certificate of Incorporation of
          the Registrant.
   3.4*   Second Amended and Restated Certificate of Incorporation of
          the Registrant to be filed following the closing of the
          offering.
   3.5*   Bylaws of the Registrant.
   4.1*   Specimen Common Stock Certificate.
   4.2*   Fourth Investor Rights Agreement dated as of June 30, 1999
          between the Registrant and the individuals and entities
          listed in the exhibit thereto.
   5.1*   Opinion of Wilson Sonsini Goodrich & Rosati regarding the
          legality of the common stock being registered.
  10.1*   Form of Indemnification Agreement between the Registrant and
          each of its officers and directors.
  10.2*   1994 Stock Plan and form of agreement thereunder.
  10.3*   1999 Stock Plan and form of agreement thereunder.
  10.4*   1999 Director Stock Option Plan and form of agreement
          thereunder.
  10.5*   1999 Employee Stock Purchase Plan and form of agreement
          thereunder.
+ 10.6    Charter Programmer Affiliation Agreement dated February 23,
          1999 between the Registrant and ABC, Inc.
+ 10.7    Charter Programmer Affiliation Agreement dated March 23,
          1999 between the Registrant and CBS Corporation.
  10.8*   Equity Side Letter dated March 23, 1999 between the
          Registrant and CBS Corporation and warrant issued to CBS
          Corporation dated March 23, 1999.
+ 10.9*   Letter Agreement dated June 3, 1997 between the Registrant
          and NBC Multimedia, Inc. dba NBC Interactive Media.
+ 10.10   Cable Affiliation Agreement dated October 8, 1997 between
          the Registrant and Charter Communications, Inc., as amended
          on March 16, 1998 and March 12, 1999.
+ 10.11*  Cable Affiliation Agreement dated December 10, 1998 between
          the Registrant and Comcast Programming.
  10.12*  Cable Affiliation Agreement dated January 15, 1999 between
          the Registrant and Coxcom, Inc. d/b/a Cox Communications
          Palos Verdes.
+ 10.13   Master Affiliation Agreement dated December 22, 1998 between
          the Registrant and DIRECTV, Inc., as amended on December 22,
          1998.
+ 10.14   Master Cable Affiliation Agreement dated September 23, 1998
          between the Registrant and Time Warner Cable.
+ 10.15*  Development and License Agreement dated June 8, 1995 between
          the Registrant and General Instrument Corporation of
          Delaware, as amended on January 24, 1997 and August 18,
          1997.
+ 10.16*  Development and License Agreement dated January 15, 1996
          between the Registrant and Scientific-Atlanta, Inc., as
          amended on January 27, 1998.

II-4


NUMBER                      DESCRIPTION OF DOCUMENT
+ 10.17*  Application Server License Agreement dated September 30,
          1997 between the Registrant and Toshiba Corporation, as
          amended on September 30, 1997 and December 31, 1998.
+ 10.18*  Engine License Agreement dated September 30, 1997 between
          the Registrant and Toshiba Corporation, as amended on
          September 30, 1997 and December 31, 1998.
+ 10.19*  Engine License Agreement dated October 6, 1997 between the
          Registrant and Toshiba America Consumer Products, Inc.
  10.20*  ATVEF Adapter License Agreement dated November 9, 1998
          between the Registrant and INTEL Corporation.
  10.21*  Development and License Agreement dated May 17, 1999 between
          the Registrant and Thomson Consumer Electronics, Inc.
  10.22*  Personnel Services Agreement dated November 10, 1997 between
          GE Information Services, Inc. and the Registrant.
  10.23*  Letter Agreement dated September 10, 1998 between Registrant
          and General Electric Capital Corporation.
  10.24*  Agreement dated January 1, 1999 between Registrant and
          Satellite Services, Inc.
  10.25*  Master Service Agreement dated June 8, 1998 between the
          Registrant and Softbank Services Group.
+ 10.26*  System Addendum dated November 25, 1998 between the
          Registrant and Time Warner Cable of New York City.
  10.27*  Agreement of Development of Demonstration Software dated
          January 25, 1999 between the Registrant and Toshiba
          Corporation.
  10.28*  Equity Side Letter dated February 23, 1999 between the
          Registrant and The Walt Disney Company.
+ 10.29   Agreement dated May 25, 1999 between the Registrant and
          Microsoft Corporation.
  10.30*  Sublease by and between Computer Associates International,
          Inc. and the Registrant dated November 28, 1995, as amended
          on March 21, 1996.
  10.31*  Loan Agreement dated as of September 18, 1996 between the
          Registrant and Venture Lending & Leasing, Inc.
  10.32*  Warrant issued to GE Capital Corporation dated June 18,
          1997.
  10.33*  Amended and Restated Warrant issued to NBC Multimedia, Inc.
          dated June 18, 1997.
  10.34*  Warrant issued to Venture Lending and Leasing, Inc. dated
          September 18, 1996.
  10.35*  Warrant issued to GE Capital Corporation dated August 27,
          1998.
  10.36*  Warrant Issuance Agreement dated November 30, 1998 between
          the Registrant and Vulcan Ventures Incorporated and warrants
          issued to Vulcan Ventures Incorporated.
  10.37*  Warrant issued to The Walt Disney Company dated February 25,
          1999.
  10.38*  Restricted Stock Purchase Agreement dated December 2, 1996
          between the Registrant and Mary Agnes Wilderotter.
  10.39*  Restricted Stock Purchase Agreement dated January 15, 1998
          between the Registrant and Mary Agnes Wilderotter.
  10.40*  Restricted Stock Purchase Agreement dated May 17, 1999
          between the Registrant and Howard Schrott.
  10.41*  Employment Letter from the Registrant to Mary Agnes
          Wilderotter dated October 21, 1996.
  10.42*  Employment Letter from the Registrant to Howard L. Schrott
          dated May 6, 1999.
+ 10.43*  Second Amendment to Master Affiliation Agreement dated June
          28, 1999 between Registrant and DIRECTV, Inc.
  10.44*  Warrant issued to Microsoft Corporation dated May 30, 1999.

II-5


NUMBER                      DESCRIPTION OF DOCUMENT
+ 10.45   Information Services Agreement effective May 1, 1998 between
          the Registrant and GE Information Services, Inc.
  10.46   Warrant issued to Fox Broadcasting Company dated July 26,
          1999.
  11.1*   Statement regarding computation of historical and pro forma
          net loss per share.
  21.1*   List of Subsidiaries.
  23.1    Consent of PricewaterhouseCoopers LLP.
  23.2*   Consent of Counsel (included in Exhibit 5.1).
  24.1*   Power of Attorney.
  27.1*   Financial Data Schedule.


* Previously filed.

+ Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Commission. Omitted portions have been filed separately with the Commission.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 hereunder, 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 of whether such indemnification by it is against public policy as expressed in the Securities Act 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, the information omitted from the form of the 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 purposes of determining any liability under the Securities Act, 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.

The undersigned Registrant hereby undertakes to provide to the Underwriters at the closing, as specified in the Underwriting Agreement, certificates in such denomination and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.

II-6


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alameda, State of California, on this 16th day of August 1999.

WINK COMMUNICATIONS, INC.

By:                    *
   ---------------------------------------
    Name: Mary Agnes Wilderotter
    Title: President and Chief
           Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on August 16, 1999 in the capacities indicated:

                     SIGNATURE                                            TITLE

                         *                           President and Chief Executive Officer; Director
---------------------------------------------------  (principal executive officer)
              Mary Agnes Wilderotter

               /s/ HOWARD L. SCHROTT                 Chief Financial Officer; Senior Vice President
---------------------------------------------------  (principal financial officer and principal
                 Howard L. Schrott                   accounting officer)

                         *                           Chairman of the Board of Directors and Chief
---------------------------------------------------  Technical Officer
                Brian P. Dougherty

                         *                           Director
---------------------------------------------------
                 Bruce W. Dunlevie

                         *                           Director
---------------------------------------------------
                 Hidetaka Yamamoto

                         *                           Director
---------------------------------------------------
                  F. Philip Handy

                         *                           Director
---------------------------------------------------
                   Jeffrey Coats

                         *                           Director
---------------------------------------------------
                 William Schleyer

                         *                           Director
---------------------------------------------------
                   Michael Fuchs

            *By: /s/ HOWARD L. SCHROTT
    -------------------------------------------
                 Howard L. Schrott
                 Attorney-in-fact

II-7


EXHIBIT INDEX

NUMBER                      DESCRIPTION OF DOCUMENT
   1.1    Form of Underwriting Agreement.
   3.1*   Amended and Restated Articles of Incorporation of the
          Registrant's California predecessor.
   3.2*   Certificate of Incorporation of the Registrant.
   3.3*   Form of Amended and Restated Certificate of Incorporation of
          the Registrant.
   3.4*   Form of Second Amended and Restated Certificate of
          Incorporation of the Registrant to be filed following the
          closing of the offering.
   3.5*   Bylaws of the Registrant.
   4.1*   Specimen Common Stock Certificate.
   4.2*   Fourth Investor Rights Agreement dated as of June 30, 1999
          between the Registrant and the individuals and entities
          listed in the exhibit thereto.
   5.1*   Opinion of Wilson Sonsini Goodrich & Rosati regarding the
          legality of the common stock being registered.
  10.1*   Form of Indemnification Agreement between the Registrant and
          each of its officers and directors.
  10.2*   1994 Stock Plan and form of agreement thereunder.
  10.3*   1999 Stock Plan and form of agreement thereunder.
  10.4*   1999 Director Stock Option Plan.
  10.5*   1999 Employee Stock Purchase Plan and form of agreement
          thereunder.
+ 10.6*   Charter Programmer Affiliation Agreement dated February 23,
          1999 between the Registrant and ABC, Inc.
+ 10.7*   Charter Programmer Affiliation Agreement dated March 23,
          1999 between the Registrant and CBS Corporation.
  10.8*   Equity Side Letter dated March 23, 1999 between the
          Registrant and CBS Corporation and warrant issued to CBS
          Corporation dated March 23, 1999.
+ 10.9*   Letter Agreement dated June 3, 1997 between the Registrant
          and NBC Multimedia, Inc. dba NBC Interactive Media.
+ 10.10*  Cable Affiliation Agreement dated October 8, 1997 between
          the Registrant and Charter Communications, Inc., as amended
          on March 16, 1998 and March 12, 1999.
+ 10.11*  Cable Affiliation Agreement dated December 10, 1998 between
          the Registrant and Comcast Programming.
  10.12*  Cable Affiliation Agreement dated January 15, 1999 between
          the Registrant and Coxcom, Inc. d/b/a Cox Communications
          Palos Verdes.
+ 10.13*  Master Affiliation Agreement dated December 22, 1998 between
          the Registrant and DIRECTV, Inc., as amended on December 22,
          1998.
+ 10.14*  Master Cable Affiliation Agreement dated September 23, 1998
          between the Registrant and Time Warner Cable.
+ 10.15*  Development and License Agreement dated June 8, 1995 between
          the Registrant and General Instrument Corporation of
          Delaware, as amended on January 24, 1997 and August 18,
          1997.
+ 10.16*  Development and License Agreement dated January 15, 1996
          between the Registrant and Scientific-Atlanta, Inc., as
          amended on January 27, 1998.
+ 10.17*  Application Server License Agreement dated September 30,
          1997 between the Registrant and Toshiba Corporation, as
          amended on September 30, 1997 and December 31, 1998.
+ 10.18*  Engine License Agreement dated September 30, 1997 between
          the Registrant and Toshiba Corporation, as amended on
          September 30, 1997 and December 31, 1998.


NUMBER                      DESCRIPTION OF DOCUMENT
+ 10.19*  Engine License Agreement dated October 6, 1997 between the
          Registrant and Toshiba America Consumer Products, Inc.
  10.20*  ATVEF Adapter License Agreement dated November 9, 1998
          between the Registrant and INTEL Corporation.
  10.21*  Development and License Agreement dated May 17, 1999 between
          the Registrant and Thomson Consumer Electronics, Inc.
  10.22*  Personnel Services Agreement dated November 10, 1997 between
          GE Information Services, Inc. and the Registrant.
  10.23*  Letter Agreement dated September 10, 1998 between Registrant
          and General Electric Capital Corporation.
  10.24*  Agreement dated January 1, 1999 between Registrant and
          Satellite Services, Inc.
  10.25*  Master Service Agreement dated June 8, 1998 between the
          Registrant and Softbank Services Group.
+ 10.26*  System Addendum dated November 25, 1998 between the
          Registrant and Time Warner Cable of New York City.
  10.27*  Agreement of Development of Demonstration Software dated
          January 25, 1999 between the Registrant and Toshiba
          Corporation.
  10.28*  Equity Side Letter dated February 23, 1999 between the
          Registrant and The Walt Disney Company.
+ 10.29*  Agreement dated May 25, 1999 between the Registrant and
          Microsoft Corporation.
  10.30*  Sublease by and between Computer Associates International,
          Inc. and the Registrant dated November 28, 1995, as amended
          on March 21, 1996.
  10.31*  Loan Agreement dated as of September 18, 1996 between the
          Registrant and Venture Lending & Leasing, Inc.
  10.32*  Warrant issued to GE Capital Corporation dated June 18,
          1997.
  10.33*  Amended and Restated Warrant issued to NBC Multimedia, Inc.
          dated June 18, 1997.
  10.34*  Warrant issued to Venture Lending and Leasing, Inc. dated
          September 18, 1996.
  10.35*  Warrant issued to GE Capital Corporation dated August 27,
          1998.
  10.36*  Warrant Issuance Agreement dated November 30, 1998 between
          the Registrant and Vulcan Ventures Incorporated and warrants
          issued to Vulcan Ventures Incorporated.
  10.37*  Warrant issued to The Walt Disney Company dated February 25,
          1999.
  10.38*  Restricted Stock Purchase Agreement dated December 2, 1996
          between the Registrant and Mary Agnes Wilderotter.
  10.39*  Restricted Stock Purchase Agreement dated January 15, 1998
          between the Registrant and Mary Agnes Wilderotter.
  10.40*  Restricted Stock Purchase Agreement dated May 17, 1999
          between the Registrant and Howard Schrott.
  10.41*  Employment Letter from the Registrant to Mary Agnes
          Wilderotter dated October 21, 1996.
  10.42*  Employment Letter from the Registrant to Howard L. Schrott
          dated May 6, 1999.
+ 10.43*  Second Amendment to Master Affiliation Agreement dated June
          28, 1999 between Registrant and DIRECTV, Inc.
  10.44*  Warrant issued to Microsoft Corporation dated May 30, 1999.
+ 10.45*  Information Services Agreement effective May 1, 1998 between
          the Registrant and GE Information Services, Inc.
  10.46   Warrant issued to Fox Broadcasting Company dated
                       , 1999.
  11.1*   Statement regarding computation of historical and pro forma
          net loss per share.
  21.1*   List of Subsidiaries.
  23.1    Consent of PricewaterhouseCoopers LLP.


NUMBER                      DESCRIPTION OF DOCUMENT
  23.2*   Consent of Counsel (included in Exhibit 5.1).
  24.1*   Power of Attorney.
  27.1*   Financial Data Schedule.


* Previously filed.

+ Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Commission. Omitted portions have been filed separately with the Commission.


4,200,000 Shares

WINK COMMUNICATIONS, INC.

Common Stock

UNDERWRITING AGREEMENT

August __, 1999

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
DEUTSCHE BANK SECURITIES INC.
BEAR, STEARNS & CO. INC.
As representatives of the
several Underwriters
named in Schedule I hereto
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172

Dear Sirs:

Wink Communications, Inc., a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule I hereto (the "UNDERWRITERS"), and certain stockholders of the Company named in Schedule II hereto (the "SELLING STOCKHOLDERS") severally propose to sell to the several Underwriters, an aggregate of 4,200,000 shares of the common stock, par value $.001 per share, of the Company (the "FIRM SHARES"), of which 4,000,000 shares are to be issued and sold by the Company and 200,000 shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder's name in Schedule II hereto. The Company also proposes to issue and sell to the several Underwriters not more than an additional 630,000 shares (the "ADDITIONAL SHARES") of its common stock, par value $.001 per share, if requested by the Underwriters as provided in
Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter referred to collectively as the "SHARES". The shares of common stock of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON

1

STOCK". The Company and the Selling Stockholders are hereinafter sometimes referred to collectively as the "SELLERS".

SECTION 1. Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "COMMISSION") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "ACT"), a registration statement on Form S-1, including a prospectus, relating to the Shares. The registration statement, as amended at the time it became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Act, is hereinafter referred to as the "REGISTRATION STATEMENT"; and the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS". If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Act registering additional shares of Common Stock (a "RULE 462(b) REGISTRATION STATEMENT"), then, unless otherwise specified, any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement.

SECTION 2. Agreements to Sell and Purchase and Lock-Up Agreements. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to issue and sell 4,000,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from each Seller at a price per Share of $______ (the "PURCHASE PRICE") the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto.

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell the Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to 630,000 Additional Shares from the Company at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof, which date shall be a business day (i) no earlier than two business days after such notice has been given (and, in any event, no earlier than the Closing Date (as hereinafter defined)) and
(ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares.

2

Each Seller hereby agrees not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or
(ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in clause (i) or (ii) is to be settled by the delivery of Common Stock, or such other securities, in cash or otherwise), except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Prospectus without the prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation. Notwithstanding the foregoing, during such period (i) the Company may grant stock options pursuant to the Company's existing stock option plan, (ii) the Company may issue shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (iii) the Company may issue shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan, (iv) the Company may issue shares for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination or (v) the Company may issue shares in connection with strategic transactions involving the Company and other entities, including (A) joint ventures, manufacturing, marketing or distribution arrangements or (B) technology transfer or development arrangements; so long as the holder of the shares pursuant to clauses (iv) and (v) agrees in writing with Donaldson, Lufkin & Jenrette Securities Corporation to refrain from selling, making any short sale of, granting any option for the purchase of, or otherwise transferring or disposing of, any of such shares for a period of 180 days after the date of the Prospectus without the prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation. The Company also agrees not to file any registration statement (other than registration statements on Form S-8) with respect to any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock for a period of 180 days after the date of the Prospectus without the prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation. In addition, each Selling Stockholder agrees that, for a period of 180 days after the date of the Prospectus without the prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation, it will not make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The Company shall, prior to or concurrently with the execution of this Agreement, deliver an agreement executed by (i) each Selling Stockholder, (ii) each of the directors and officers of the Company who is not a Selling Stockholder and (iii) holders of at least 98% of the Company's outstanding capital stock to the effect that such person will not, during the period commencing on the date such person signs such agreement and ending 180 days after the date of the Prospectus, without the prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation, (A) engage in any of the transactions described in the first sentence of this paragraph or (B) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

SECTION 3. Terms of Public Offering. The Sellers are advised by you that the Underwriters propose (i) to make a public offering of their respective portions of the Shares as

3

soon after the execution and delivery of this Agreement as in your judgment is advisable and (ii) initially to offer the Shares upon the terms set forth in the Prospectus.

Of the Shares to be offered by the Underwriters, 210,000 Shares have been reserved (the "RESERVED SHARES") for sale to certain individuals, including employees, officers and directors of the Company and other parties associated with the Company and members of their families. The number of shares available to the general public will be reduced to the extent those persons purchase, or confirm the purchase (either orally or in writing) of, Reserved Shares. Any Reserved Shares not so purchased or confirmed for purchase will be offered in the Offering.

SECTION 4. Delivery and Payment. The Shares shall be represented by definitive certificates and shall be issued in such authorized denominations and registered in such names as Donaldson, Lufkin & Jenrette Securities Corporation shall request no later than two business days prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be. The Shares shall be delivered by or on behalf of the Sellers, with any transfer taxes thereon duly paid by the respective Sellers, to Donaldson, Lufkin & Jenrette Securities Corporation through the facilities of The Depository Trust Company ("DTC"), for the respective accounts of the several Underwriters, against payment to the Sellers of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Shares shall be made available for inspection not later than 9:30 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery and payment for the Firm Shares shall be 9:00 A.M., New York City time, on August __, 1999 or such other time on the same or such other date as Donaldson, Lufkin & Jenrette Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for the Firm Shares are hereinafter referred to as the "CLOSING DATE". The time and date of delivery and payment for any Additional Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 or such other time on the same or such other date as Donaldson, Lufkin & Jenrette Securities Corporation and the Company shall agree in writing. The time and date of delivery and payment for any Additional Shares are hereinafter referred to as the "OPTION CLOSING DATE".

The documents to be delivered on the Closing Date or any Option Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304-1050, and the Shares shall be delivered at the Designated Office, all on the Closing Date or such Option Closing Date, as the case may be.

SECTION 5. Agreements of the Company. The Company agrees with you:

(a) To advise you promptly and, if requested by you, to confirm such advice in writing, (i) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction, or the

4

initiation of any proceeding for such purposes, (iii) when any amendment to the Registration Statement becomes effective, (iv) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of this Agreement, when the Rule 462(b) Registration Statement has become effective and
(v) of the happening of any event during the period referred to in Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will use its best efforts to obtain the withdrawal or lifting of such order at the earliest possible time.

(b) To furnish to you four signed copies of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request.

(c) To prepare the Prospectus, the form and substance of which shall be satisfactory to you, and to file the Prospectus in such form with the Commission within the applicable period specified in Rule 424(b) under the Act; during the period specified in Section 5(d) below, not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by you, and to use its best efforts to cause any such amendment to the Registration Statement to become promptly effective.

(d) Prior to 10:00 A.M., New York City time, on the first business day after the date of this Agreement and from time to time thereafter for such period as in the opinion of counsel for the Underwriters a prospectus is required by law to be delivered in connection with sales by an Underwriter or a dealer, to furnish in New York City to each Underwriter and any dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request.

(e) If during the period specified in Section 5(d), any event shall occur or condition shall exist as a result of which, in the opinion of counsel for the Underwriters and the Company, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters and the Company, it is necessary to amend or supplement the Prospectus to comply with applicable law, to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with

5

applicable law, and to furnish to each Underwriter and to any dealer as many copies thereof as such Underwriter or dealer may reasonably request.

(f) Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request, to continue such registration or qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Prospectus, the Registration Statement, any preliminary prospectus or the offering or sale of the Shares, in any jurisdiction in which it is not now so subject.

(g) To mail and make generally available to its stockholders as soon as practicable an earnings statement covering the twelve-month period ending September 30, 2000 that shall satisfy the provisions of Section 11(a) of the Act, and to advise you in writing when such statement has been so made available.

(h) During the period of three years after the date of this Agreement, to furnish to you as soon as available copies of all reports or other communications furnished to the record holders of Common Stock or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company as you may reasonably request.

(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the Sellers' obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and any Selling Stockholder's counsel (in addition to the Company's counsel) in connection with the registration and delivery of the Shares under the Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriters and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the offering, purchase, sale or delivery of the Shares, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the several states and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees and reasonable fees and reasonable disbursements of counsel for the Underwriters in connection with such registration or qualification and memoranda relating

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thereto), (v) the filing fees and reasonable disbursements of counsel for the Underwriters in connection with the review and clearance of the offering of the Shares by the National Association of Securities Dealers, Inc., (vi) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to the listing of the Shares on the Nasdaq National Market, (vii) the cost of printing certificates representing the Shares, (viii) the costs and charges of any transfer agent, registrar and/or depositary, and (ix) all other costs and expenses incident to the performance of the obligations of the Company and the Selling Stockholders hereunder for which provision is not otherwise made in this Section. The provisions of this Section shall not supersede or otherwise affect any agreement that the Company and the Selling Stockholders may otherwise have for allocation of such expenses among themselves.

(j) To use its best efforts to list for quotation the Shares on the Nasdaq National Market and to maintain the listing of the Shares on the Nasdaq National Market for a period of three years after the date of this Agreement.

(k) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date or any Option Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Shares.

(l) If the Registration Statement at the time of the effectiveness of this Agreement does not cover all of the Shares, to file a Rule 462(b) Registration Statement with the Commission registering the Shares not so covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of this Agreement and to pay to the Commission the filing fee for such Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act.

SECTION 6. Representations and Warranties of the Company. The Company represents and warrants to each Underwriter that:

(a) The Registration Statement has become effective (other than any Rule
462(b) Registration Statement to be filed by the Company after the effectiveness of this Agreement); any Rule 462(b) Registration Statement filed after the effectiveness of this Agreement will become effective no later than 10:00 P.M., New York City time, on the date of this Agreement; and no stop order suspending the effectiveness of the Registration Statement is in effect, and, to the Company's knowledge, no proceedings for such purpose are pending before or threatened by the Commission.

(b) (i) The Registration Statement (other than any Rule 462(b) Registration Statement to be filed by the Company after the effectiveness of this Agreement), when it became effective, did not contain and, as amended, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement (other than any Rule 462(b) Registration Statement to be filed by the Company after the effectiveness of this Agreement) and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all

7

material respects with the Act, (iii) if the Company is required to file a Rule
462(b) Registration Statement after the effectiveness of this Agreement, such Rule 462(b) Registration Statement and any amendments thereto, when they become effective (A) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (B) will comply in all material respects with the Act and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

(c) Each of (i) the preliminary prospectus dated July 29, 1999 filed as part of Amendment No. 1 to the Registration Statement, (ii) each subsequently dated preliminary prospectus filed as part of the Registration Statement, and
(iii) the Prospectus filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the Act, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in any preliminary prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use therein.

(d) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to carry on its business as described in the Prospectus and to own, lease and operate its properties, and is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, prospects, financial condition or results of operations of the Company (a "MATERIAL ADVERSE EFFECT"). The Company has no significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X).

(e) There are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or liens granted or issued by the Company relating to or entitling any person to purchase or otherwise to acquire any shares of the capital stock of the Company, except as otherwise disclosed in the Registration Statement.

(f) All the outstanding shares of capital stock of the Company (including the Shares to be sold by the Selling Stockholders) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights; and the Shares to be issued and sold by the Company have been duly authorized and, when issued and delivered to the Underwriters against payment therefor as provided by this Agreement, will be validly issued,

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fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights.

(g) All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable, and are owned by the Company, directly or indirectly through one or more subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature.

(h) The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the section entitled "Description of Capital Stock" in the Prospectus.

(i) The Company is not (i) in violation of its charter or by-laws or
(ii) in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company, to which the Company is a party or by which the Company or its property is bound, except for such default that would not have a Material Adverse Effect.

(j) The Company has good and marketable title to all personal property owned by it which is material to the business of the Company, free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company; and any real property and buildings held under lease by the Company are held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company, except as described in the Prospectus.

(k) The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; and the Company (i) has not received notice from any insurer or agent of such insurer that substantial capital improvements or other material expenditures will have to be made in order to continue such insurance or (ii) has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that would not have a Material Adverse Effect.

(l) The execution, delivery and performance of this Agreement by the Company, the compliance by the Company with all the provisions hereof and the consummation of the transactions contemplated hereby will not (i) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states), (ii) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the charter or by-laws of the Company or any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company to which the Company is a party or by which the Company or its property is bound, (iii) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Company or its property or (iv) result in the suspension, termination or

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revocation of any Authorization (as defined below) of the Company, the loss of which would have a Material Adverse Effect, or any other impairment of the rights of the holder of any such Authorization.

(m) There are no legal or governmental proceedings pending or, to the Company's knowledge, threatened to which the Company is or reasonably expects to be a party or to which any of its property is subject that are required to be described in the Registration Statement or the Prospectus and are not so described; nor are there any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required.

(n) Other than violations which, singly or in the aggregate, would not have a Material Adverse Effect, the Company has not violated (i) any foreign, federal, state or local law or regulation relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"), (ii) any provisions of the Employee Retirement Income Security Act of 1974, as amended, or (iii) any provisions of the Foreign Corrupt Practices Act or the rules and regulations promulgated thereunder.

(o) The Company has such permits, licenses, consents, exemptions, franchises, authorizations and other approvals (each, an "AUTHORIZATION") of, and has made all filings with and notices to, all governmental or regulatory authorities and self-regulatory organizations and all courts and other tribunals, including, without limitation, under any applicable Environmental Laws, as are necessary to own, lease, license and operate its respective properties and to conduct its business, except where the failure to have any such Authorization or to make any such filing or notice would not, singly or in the aggregate, have a Material Adverse Effect. Each such Authorization is valid and in full force and effect and the Company is in compliance with all the terms and conditions thereof and with the rules and regulations of the authorities and governing bodies having jurisdiction with respect thereto; and no event has occurred (including, without limitation, the receipt of any notice from any authority or governing body) which allows or, after notice or lapse of time or both, would allow, revocation, suspension or termination of any such Authorization or results or, after notice or lapse of time or both, would result in any other impairment of the rights of the holder of any such Authorization, except where such failure to be valid and in full force and effect or to be in compliance, the occurrence of any such event or the presence of any such restriction would not, singly or in the aggregate, have a Material Adverse Effect.

(p) The Company owns or possesses, or can acquire on reasonable terms, all patents, patent rights, licenses, inventions, copyrights, trademarks, service marks and trade names ("INTELLECTUAL PROPERTY") currently employed by it in connection with the business now operated by it except where the failure to own or possess or otherwise be able to acquire such Intellectual Property would not, singly or in the aggregate, have a Material Adverse Effect; and, except as described in the Prospectus, the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any of such Intellectual Property which,

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singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(q) No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company on the other hand, which is required by the Act to be described in the Registration Statement or the Prospectus which is not so described.

(r) There is no (i) significant unfair labor practice complaint, grievance or arbitration proceeding pending or threatened against the Company before the National Labor Relations Board or any state or local labor relations board, (ii) strike, labor dispute, slowdown or stoppage pending or threatened against the Company or (iii) union representation question existing with respect to the employees of the Company, except for such actions specified in clause
(i), (ii) or (iii) above, which, singly or in the aggregate, would not have a Material Adverse Effect. To the best of the Company's knowledge, no collective bargaining organizing activities are taking place with respect to the Company.

(s) This Agreement has been duly authorized, executed and delivered by the Company.

(t) PricewaterhouseCoopers LLP are independent public accountants with respect to the Company as required by the Act.

(u) The consolidated financial statements included in the Registration Statement and the Prospectus (and any amendment or supplement thereto), together with related schedules and notes, present fairly the consolidated financial position, results of operations and changes in financial position of the Company on the basis stated therein at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; the supporting schedules, if any, included in the Registration Statement present fairly in accordance with generally accepted accounting principles the information required to be stated therein; and the other financial and statistical information and data set forth in the Registration Statement and the Prospectus (and any amendment or supplement thereto) are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company.

(v) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

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(w) All material tax returns required to be filed by the Company in any jurisdiction have been filed, other than those filings being contested in good faith, and all material taxes, including withholding taxes, penalties and interest, assessments, fees and other charges due pursuant to such returns or pursuant to any assessment received by the Company have been paid, other than those being contested in good faith and for which adequate reserves have been provided.

(x) The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus, will not be required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended.

(y) There are no contracts, agreements or understandings between the Company and any person granting such person the right (i) except as described in the Prospectus, to require the Company to file a registration statement under the Act with respect to any securities of the Company or (ii) to require the Company to include such securities with the Shares registered pursuant to the Registration Statement, unless such right has been waived.

(z) Since the respective dates as of which information is given in the Prospectus and other than as set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there has not occurred any material adverse change or any development involving a prospective material adverse change in the condition, financial or otherwise, or the earnings, business, management or operations of the Company, (ii) there has not been any material adverse change or any development involving a prospective material adverse change in the capital stock or in the long-term debt of the Company, and (iii) the Company has not incurred any material liability or obligation, direct or contingent.

(aa) Each certificate signed by any authorized officer of the Company and delivered to the Underwriters or counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

(bb) The Company has tested its internally developed information technology and non-information technology systems. The Company has also initially tested the software and hardware developed by third parties both for its customers and its internal information systems. As a result of such tests, the Company has no reason to believe, and does not believe, that the Year 2000 Problem will have a Material Adverse Effect. As used herein, the "YEAR 2000 PROBLEM" means any material failure of computer hardware or software to function as effectively with dates or time periods occurring after December 31, 1999 as with dates or time periods occurring prior to January 1, 2000, whether used in the receipt, transmission, processing, manipulation, storage, retrieval, retransmission or other utilization of data or in the operation of mechanical or electrical systems of any kind.

SECTION 7. Representations and Warranties of the Selling Stockholder. Each Selling Stockholder represents and warrants to each Underwriter that:

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(a) Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder pursuant to this Agreement and has, and on the Closing Date will have, good and clear title to such Shares, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever.

(b) Such Selling Stockholder has, and on the Closing Date will have, full legal right, power and authority, and all approval required by law, to enter into this Agreement, the Custody Agreement signed by such Selling Stockholder and ______________________, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the "CUSTODY AGREEMENT") and the Power of Attorney of such Selling Stockholder appointing certain individuals as such Selling Stockholder's attorneys-in-fact (the "ATTORNEYS") to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement and the Custody Agreement (the "POWER OF ATTORNEY") and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided herein and therein.

(c) This Agreement has been duly executed and delivered by or on behalf of such Selling Stockholder.

(d) The Custody Agreement of such Selling Stockholder has been duly executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms.

(e) The Power of Attorney of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding instrument of such Selling Stockholder, enforceable in accordance with its terms, and, pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder's behalf this Agreement and any other document that they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement.

(f) Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, good and clear title to such Shares will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever.

(g) The execution, delivery and performance of this Agreement and the Custody Agreement and Power of Attorney of such Selling Stockholder by or on behalf of such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not (i) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states and except such consent, approval, authorization or other order of, or qualification which if not obtained would not materially impair the performance by such Selling Stockholder of its obligations under this Agreement or the transfer of good and clear title to the Shares to the Underwriters), (ii) conflict with or constitute a breach of any of the terms or

13

provisions of, or a default under any indenture, loan agreement, mortgage, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any property of such Selling Stockholder is bound, except such conflict, breach, or default which would not materially impair the performance by such Selling Stockholder of its obligations under this Agreement or the transfer of good and clear title to the Shares to the Underwriters or (iii) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over such Selling Stockholder or any property of such Selling Stockholder.

(h) The information in the Registration Statement under the caption "Principal and Selling Stockholders" which specifically relates to such Selling Stockholder does not, and will not on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(i) At any time during the period described in Section 5(d), if there is any change in the information referred to in Section 7(h), such Selling Stockholder will immediately notify you of such change.

(j) Each certificate signed by or on behalf of such Selling Stockholder and delivered to the Underwriters or counsel for the Underwriters shall be deemed to be a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby.

SECTION 8. Indemnification. (a) The Sellers, jointly and severally, agree to indemnify and hold harmless each Underwriter, its directors, its officers and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), from and against any and all losses, claims, damages, liabilities and judgments (including, without limitation, any legal or other expenses incurred in connection with investigating or defending any matter, including any action, that could give rise to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished in writing to the Company by such Underwriter through you expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter who failed to deliver a Prospectus (as then amended or supplemented, provided by the Company to the several Underwriters in the requisite quantity and on a timely basis to permit proper delivery on or prior to the Closing Date) to the person asserting any losses, claims, damages and liabilities and judgments caused by any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to

14

make the statements therein not misleading, if such material misstatement or omission or alleged material misstatement or omission was cured in such Prospectus and such Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person. Notwithstanding the foregoing, the aggregate liability of any Selling Stockholder pursuant to this
Section 8(a) shall be limited to an amount equal to the total proceeds (after deducting underwriting discounts and commissions and expenses) received by such Selling Stockholder from the Underwriters for the sale of the Shares sold by such Selling Stockholder hereunder. In addition to the foregoing, in connection with the offer and sale of the Reserved Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless the Underwriters from and against any and all losses, liabilities, claims, damages and expenses incurred by them as a result of the failure of purchasers of the Reserved Shares (including eligible directors, officers, employees and persons having business relationships with the Company) to pay for and accept delivery of the Reserved Shares which, by the end of the first business day following the date of this Agreement, were subject to a properly confirmed application to purchase.

In making a claim for indemnification or for contribution under this
Section 8 by the Company or the Selling Stockholders, and subject to the further provisions of this paragraph, the indemnified parties may proceed against either
(i) both the Company and the Selling Stockholders jointly or (ii) the Company only, but may not proceed solely against either or both Selling Stockholders. In the event that the indemnified parties are entitled to seek indemnity or contribution hereunder against any loss, liability, claim, damage and expense incurred as contemplated by this Section 8, including, without limitation, a final judgment from a trial court, then, as a precondition to any indemnified party obtaining indemnification or contribution from a Selling Stockholder, the indemnified parties shall first obtain a final judgment from a trial court that such indemnified parties are entitled to indemnity or contribution under this Agreement with respect to such loss, liability, claim, damage or expense (the "Final Judgment") from the Company and either or both Selling Stockholders and shall seek to satisfy such Final Judgment in full from the Company by making a written demand upon the Company for such satisfaction. Only in the event such Final Judgment shall remain unsatisfied in whole or in part 30 days following the date of receipt by the Company of such demand shall any party entitled to indemnification hereunder have the right to take action to satisfy such Final Judgment by making demand directly on a Selling Stockholder (but only if and to the extent the Company has not already satisfied such Final Judgment, whether by settlement, release or otherwise). The indemnified parties shall, however, be relieved of their obligation to first obtain a Final Judgment, to seek to obtain payment from the Company with respect to such Final Judgment or, having sought such payment, to wait such 30 days after failure by the Company to immediately satisfy any such Final Judgment if (i) the Company files a petition for relief under the United States Bankruptcy Code (the "Bankruptcy Code") and such order remains unstayed and in effect for 60 days, (ii) an order for relief is entered against the Company in an involuntary case under the Bankruptcy Code and such order remains unstayed and in effect for 60 days, (iii) the Company makes an assignment for the benefit of its creditors, or (iv) any court orders or approves the appointment of a receiver or custodian for the Company or a substantial portion of its assets and such order remains unstayed and in effect for 60 days.

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(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement, each person, if any, who controls the Company within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, each Selling Stockholder and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Sellers to such Underwriter but only with reference to information relating to such Underwriter furnished in writing to the Company by such Underwriter expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement thereto) or any preliminary prospectus.

(c) In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the "INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), the Underwriter shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of such Underwriter). Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for (i) the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all Underwriters, their officers and directors and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, (ii) the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and all persons, if any, who control the Company within the meaning of either such Section and (iii) the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all Selling Stockholders and all persons, if any, who control any Selling Stockholder within the meaning of either such Section, and all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters, their officers and directors and such control persons of any Underwriters, such firm shall be designated in writing by Donaldson, Lufkin & Jenrette Securities Corporation. In the case of any such separate firm for

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the Company and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. In the case of any such separate firm for the Selling Stockholders and such control persons of any Selling Stockholders, such firm shall be designated in writing by the Attorneys. The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (i) effected with its written consent or (ii) effected without its written consent if the settlement is entered into more than twenty business days after the indemnifying party shall have received a written request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

(d) To the extent the indemnification provided for in this Section 8 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Sellers, on the one hand, and the Underwriters, on the other hand, from the offering of the Shares or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Sellers, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative benefits received by the Sellers, on the one hand, and the Underwriters, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the offering (after deducting underwriting discounts and commissions, but before deducting expenses) received by the Sellers, and the total underwriting discounts and commissions received by the Underwriters, bear to the total price to the public of the Shares, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Sellers, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholders, on the one hand, or the Underwriters, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

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The Sellers and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such indemnified party in connection with investigating or defending any matter, including any action, that could have given rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective number of Shares purchased by each of the Underwriters hereunder and not joint.

(e) The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) Each Selling Stockholder hereby designates Wink Communications, Inc., 1001 Marina Village Parkway, Alameda, California 94501, as its authorized agent, upon which process may be served in any action which may be instituted in any state or federal court in the State of New York by any Underwriter, any director or officer of any Underwriter or any person controlling any Underwriter asserting a claim for indemnification or contribution under or pursuant to this
Section 8, and each Selling Stockholder will accept the jurisdiction of such court in such action, and waives, to the fullest extent permitted by applicable law, any defense based upon lack of personal jurisdiction or venue. A copy of any such process shall be sent or given to such Selling Stockholder at the address for notices specified in Section 12 hereof.

SECTION 9. Conditions of Underwriters' Obligations. The several obligations of the Underwriters to purchase the Firm Shares under this Agreement are subject to the satisfaction of each of the following conditions:

(a) All the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date.

(b) If the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of this Agreement, such Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., New York City time, on the date of this Agreement; and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no

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proceedings for that purpose shall have been commenced or shall be pending before or contemplated by the Commission.

(c) You shall have received on the Closing Date a certificate dated the Closing Date, signed by Mary Agnes Wilderotter and Howard L. Schrott, in their capacities as Chief Executive Officer, and Senior Vice President, Chief Financial Officer and Secretary of the Company, respectively, confirming the matters set forth in Sections 6(z), 9(a) and 9(b) and that the Company has complied with all of the agreements and satisfied all of the conditions herein contained and required to be complied with or satisfied by the Company on or prior to the Closing Date.

(d) Since the respective dates as of which information is given in the Prospectus other than as set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there shall not have occurred any change or any development involving a prospective change in the condition, financial or otherwise, or the earnings, business, management or operations of the Company, (ii) there shall not have been any change or any development involving a prospective change in the capital stock or in the long-term debt of the Company, and (iii) the Company shall not have incurred any liability or obligation, direct or contingent, the effect of which, in any such case described in clause 9(d)(i), 9(d)(ii) or 9(d)(iii), in your judgment, is material and adverse and, in your judgment, makes it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus.

(e) All the representations and warranties of each Selling Stockholder contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date and you shall have received on the Closing Date a certificate dated the Closing Date from each Selling Stockholder to such effect and to the effect that such Selling Stockholder has complied with all of the agreements and satisfied all of the conditions herein contained and required to be complied with or satisfied by such Selling Stockholder on or prior to the Closing Date.

(f) You shall have received on the Closing Date an opinion (satisfactory to you and counsel for the Underwriters), dated the Closing Date, of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation ("WSGR"), counsel for the Company and the Selling Stockholders, and based in part on certain representations made by the Company and Selling Stockholders to WSGR, to the effect that:

(i) the Company is duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to carry on its business as described in the Prospectus and to own, lease and operate its properties;

(ii) the Company is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect;

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(iii) all the outstanding shares of capital stock of the Company (including the Shares to be sold by the Selling Stockholders) (A) have been duly authorized and validly issued and, to our knowledge, are fully paid and non-assessable and (B) are not subject to any preemptive or similar rights pursuant to any statute, the Company's charter or bylaws or any contract known to WSGR;

(iv) the Shares have been duly authorized and, when issued and delivered to the Underwriters against payment therefor as provided by this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights;

(v) this Agreement has been duly authorized, executed and delivered by the Company and by or on behalf of each Selling Stockholder;

(vi) the authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus;

(vii) to such counsel's knowledge, (A) the Registration Statement has become effective under the Act, (B) no stop order suspending its effectiveness has been issued and (C) no proceedings for that purpose are pending before or contemplated by the Commission;

(viii) the statements under the captions "Risk Factors-If advertisers and merchants do not create and use Wink-enhanced advertising, we will not generate revenues sufficient to conduct our business," "-If cable and direct broadcast satellite system operators do not implement Wink Enhanced Broadcasting, we will be unable to disseminate Wink-enhanced programming and advertising to consumer homes," "-If broadcast and cable networks do not air Wink-enhanced advertisements, we will not generate revenues from advertisers and merchants," "-If set-top box and television manufacturers do not incorporate our software into their products, we will be unable to disseminate Wink-enchanced programming and advertising to consumers' homes," "-We will incur substantial liability if Wink Enhanced Broadcasting fails to generate sufficient revenue to meet our revenue guarantees and other obligations," and "-Antitakeover provisions of our charter documents may affect our stock price and inhibit a change of control desired by some stockholders;" "Business-Overview," and "-Strategic Relationships;" "Description of Capital Stock," and "Underwriting" (to the extent it describes this Agreement) in the Prospectus and Items 14 and 15 of Part II of the Registration Statement, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings;

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(ix) the Company is not in violation of its charter or by-laws;

(x) the execution, delivery and performance of this Agreement by the Company, the compliance by the Company with all the provisions hereof and the consummation of the transactions contemplated hereby will not (A) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states), (B) conflict with or constitute a breach of any of the terms or provisions of, or a default under, the charter or by-laws of the Company or any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company and to which the Company is a party or by which the Company or its property is bound, that is filed as an exhibit to the Registration Statement or otherwise known by such counsel, or (C) violate or conflict with any applicable law or any rule or regulation, or, to such counsel's knowledge, any judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Company or its property;

(xi) such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company is or could be a party or to which any of its property is or could be subject that are required to be described in the Registration Statement or the Prospectus and are not so described, or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required;

(xii) the Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus, will not be, an "investment company" as such term is defined in the Investment Company Act of 1940, as amended;

(xiii) to such counsel's knowledge, there are no contracts, agreements or understandings between the Company and any person granting such person the right (A) except as described in the Prospectus, to require the Company to file a registration statement under the Act with respect to any securities of the Company or (B) to require the Company to include such securities with the Shares registered pursuant to the Registration Statement, unless such right has been waived;

(xiv) each Selling Stockholder is the record holder of the Shares to be sold by such Selling Stockholder pursuant to this Agreement;

(xv) the Custody Agreement of each Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms;

(xvi) the Power of Attorney of each Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding instrument of such Selling Stockholder, enforceable in accordance with its terms, and,

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pursuant to such Power of Attorney, such Selling Stockholder has, among other things, authorized the Attorneys, or any one of them, to execute and deliver on such Selling Stockholder's behalf this Agreement and any other document they, or any one of them, may deem necessary or desirable in connection with the transactions contemplated hereby and thereby and to deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement;

(xvii) assuming the Underwriters purchase the Shares to be sold by each Selling Stockholder for value, in good faith and without notice of any adverse claim within the meaning of Article VIII of the Uniform Commercial Code, upon delivery of and payment for the Shares to be sold by each Selling Stockholder pursuant to this Agreement, good and clear title to such Shares will pass to the Underwriters, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever; and

(xviii) the execution, delivery and performance of this Agreement and the Custody Agreement and Power of Attorney of each Selling Stockholder by such Selling Stockholder, the compliance by such Selling Stockholder with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not (A) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states), (B) conflict with or constitute a breach of any of the terms or provisions of, or a default under, any indenture, loan agreement, mortgage, lease or other agreement or instrument known to such counsel to which such Selling Stockholder is a party or by which any property of such Selling Stockholder is bound or (C) violate or conflict with any applicable law or any rule, regulation, or, to such counsel's knowledge, violate or conflict with any judgment, order or decree of any court or any governmental body or agency having jurisdiction over such Selling Stockholder or any property of such Selling Stockholder.

In addition, such counsel shall state that in addition to rendering legal service and assistance to the Company in the course of the preparation of the Registration Statement and the Prospectus, involving, among other things, discussions and inquiries concerning various legal matters and the review of certain corporate records, documents and proceedings (in addition to those described in paragraphs (i) through (xix) above), such counsel also participated in conferences with certain officers and other representatives of the Company, including its independent certified public accountants and with the Underwriters and their counsel, at which the contents of the Registration Statement and the Prospectus and related matters were discussed; provided, such counsel may state that they have not independently verified the accuracy, completeness or fairness of the information contained in the Registration Statement and Prospectus.

Such counsel shall also state that based upon its participation as described in the preceding paragraph, it confirms that it has no reason to believe that (except for financial statements and schedules and other financial data as to which it expresses no belief) (i) the Registration Statement, as of its effective date, contained any untrue statement of a material fact

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or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Prospectus, on the date the Registration Statement becomes effective and such date or dates as such opinion is delivered, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

The opinion of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation described in Section 9(f) above shall be rendered to you at the request of the Company and the Selling Stockholders and shall so state therein.

(g) You shall have received on the Closing Date an opinion (satisfactory to you and counsel for the Underwriters), dated the Closing Date, of Fenwick & West, patent counsel for the Company, to the effect that:

(i) The Company owns or possesses, or can acquire on reasonable terms, all Intellectual Property currently employed by it in connection with the business now operated by it except where the failure to own or possess or otherwise be able to acquire such Intellectual Property would not, singly or in the aggregate, have a Material Adverse Effect; and, to the best of such counsel's knowledge after due inquiry, the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any of such Intellectual Property which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(ii) The Company is listed on the records of the United States Patent and Trademark Office as the sole holder of record of each of the patents listed under the heading "Patents Held by the Company" on Schedule III attached hereto (the "PATENTS") and each of the patent applications listed under the heading "Patent Applications Submitted by the Company" on Schedule IV attached hereto (the "APPLICATIONS"). Except as disclosed in the Prospectus, such counsel knows of no claims of third parties to any ownership interest or lien with respect to any of the Patents or Applications.

(iii) Such counsel has reviewed the statements under the Registration Statement/Prospectuses captions "Risk Factors--We May be Exposed to Intellectual Property Related Risks," "Business--Components of Wink Enhanced Broadcasting," "Business--Wink Studio and Wink Server Studio," "Business--Wink Broadcast Server," "Business--Wink Engine," "Business--Wink Response Server," ""Business--Wink Response Network," "Business--Emerging Standards," and "Business--Intellectual Property" (collectively, the "INTELLECTUAL PROPERTY PORTION") of the Registration Statement and the Prospectus. Insofar as such statements constitute a summary of the Company's Patents and Applications and the rights derived therefrom, and matters related thereto, such counsel believes them to fairly, accurately and completely summarize the legal matters, documents and proceedings relating to such Patents and Applications described therein. Nothing has come to the attention of such counsel which causes it to believe that the information in the Intellectual Property Portion contains any untrue

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statement of a material fact or omits to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading.

(iv) Such counsel has no knowledge of any facts that (i) would preclude the Company from having clear, exclusive rights to the Patents and Applications; (ii) would lead such counsel to conclude that any of the Patents are invalid or unenforceable; or (iii) that any patent that may ultimately issue from one or more of the Applications would be invalid or unenforceable. Such counsel has no knowledge of any facts that cause it to believe that the Company lacks any rights to use all intellectual property necessary to conduct its business as now or proposed to be conducted or as described in the Registration Statement and the Prospectus. Such counsel has no knowledge of any facts that would preclude the Company from using the Patents against third parties to prevent such third parties from engaging in infringing conduct.

(v) To the best of such counsel's knowledge, the Company has complied with the United States Patent and Trademark Office duty of candor and disclosure during the prosecution leading to the issuance of each of the Patents.

(vi) Except as disclosed in the Prospectus, such counsel knows of no pending or threatened action, suit, proceeding or claim by governmental authorities or others that the Company is infringing or otherwise violating any patents or trade secrets.

(vii) Except as disclosed in the Prospectus, such counsel is not aware of any pending or threatened actions, suits, proceedings or claim by governmental authorities or others challenging the validity or scope of the Patents.

(viii) Except as disclosed in the Prospectus, such counsel is not aware of any infringement on the part of any third party of any patent or trade secret in violation of rights held by the Company.

The opinion of Fenwick & West described in Section 9(g) above shall be rendered to you at the request of the Company and shall so state therein.

(h) You shall have received on the Closing Date an opinion, dated the Closing Date, of Latham & Watkins, counsel for the Underwriters, as to such matters as you may request.

In giving such opinions with respect to the matters covered by the two paragraphs immediately following Section 9(f)(xix), Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, and Latham & Watkins may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification except as specified.

(i) You shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to you, from PricewaterhouseCoopers LLP, independent public accountants, containing the

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information and statements of the type ordinarily included in accountants' "comfort letters" to Underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus.

(j) The Company shall have delivered to you the agreements specified in
Section 2 hereof, which agreements shall be in full force and effect on the Closing Date.

(k) The Shares shall have been duly listed for quotation on the Nasdaq National Market.

(l) The Company and the Selling Stockholders shall not have failed on or prior to the Closing Date to perform or comply with any of the agreements herein contained and required to be performed or complied with by the Company or the Selling Stockholders, as the case may be on or prior to the Closing Date.

The several obligations of the Underwriters to purchase any Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of such Additional Shares and other matters related to the issuance of such Additional Shares.

SECTION 10. Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto.

This Agreement may be terminated at any time on or prior to the Closing Date by you by written notice to the Sellers if any of the following has occurred: (i) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and, in your judgment, makes it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market, (iii) the suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Company, (v) the declaration of a banking moratorium by either federal or New York State authorities or (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the financial markets in the United States.

If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it has or they have agreed to purchase hereunder on such date and the

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aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of Firm Shares or Additional Shares, as the case may be, to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this
Section 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased by all Underwriters and arrangements satisfactory to you, the Company and the Selling Stockholders for purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase such Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase on such date in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.

SECTION 11. Agreements of the Selling Stockholders. Each Selling Stockholder agrees with you and the Company:

(a) To pay or to cause to be paid all transfer taxes payable in connection with the transfer of the Shares to be sold by such Selling Stockholder to the Underwriters.

(b) To do and perform all things to be done and performed by such Selling Stockholder under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement.

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SECTION 12. Miscellaneous. Notices given pursuant to any provision of this Agreement shall be addressed as follows: (i) if to the Company or the Selling Stockholders, Wink Communications, Inc., 1001 Marina Village Parkway, Alameda, California 94501, Attention: Chief Executive Officer, with a copy to Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California 64304, Attention: Herb Fockler, and (ii) if to any Underwriter or to you, to you c/o Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park Avenue, New York, New York 10172, Attention: Syndicate Department, with a copy to Latham & Watkins, 650 Town Center Drive, 20th Floor, Costa Mesa, California 92626, Attention: Cary K. Hyden, or in any case to such other address as the person to be notified may have requested in writing.

The respective indemnities, contribution agreements, representations, warranties and other statements of the Company, the Selling Stockholders and the several Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the officers or directors of any Underwriter, any person controlling any Underwriter, the Company, the officers or directors of the Company, any person controlling the Company, any Selling Stockholder or any person controlling such Selling Stockholder, (ii) acceptance of the Shares and payment for them hereunder and
(iii) termination of this Agreement.

If for any reason the Shares are not delivered by or on behalf of any Seller as provided herein (other than as a result of any termination of this Agreement pursuant to Section 10), the Company agrees to reimburse the several Underwriters for all out-of-pocket expenses (including the fees and disbursements of counsel) incurred by them. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses which it has agreed to pay pursuant to Section 5(i) hereof. The Company also agrees to reimburse the several Underwriters, their directors and officers and any persons controlling any of the Underwriters for any and all fees and expenses (including, without limitation, the fees disbursements of counsel) incurred by them in connection with enforcing their rights hereunder (including, without limitation, pursuant to Section 8 hereof).

Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Selling Stockholders, the Underwriters, the Underwriters' directors and officers, any controlling persons referred to herein, the Company's directors and the Company's officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include a purchaser of any of the Shares from any of the several Underwriters merely because of such purchase.

This Agreement shall be governed and construed in accordance with the laws of the State of New York.

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This Agreement may be signed in various counterparts which together shall constitute one and the same instrument.

28

Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders and the several Underwriters.

Very truly yours,

WINK COMMUNICATIONS, INC.

By:_____________________________________
Mary Agnes Wilderotter
Chief Executive Officer

THE SELLING STOCKHOLDERS
NAMED IN SCHEDULE II
HERETO, ACTING
SEVERALLY

By______________________________________
Attorney-in-fact

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
DEUTSCHE BANK SECURITIES INC.
BEAR, STEARNS & CO. INC.

Acting severally on behalf of
themselves and the several
Underwriters named in
Schedule I hereto

By DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By______________________________________

29

SCHEDULE I

                                                                    Number of Firm Shares to
                    Underwriters                                           be Purchased
------------------------------------------------------              ---------------------------
Donaldson, Lufkin & Jenrette Securities Corporation

Deutsche Bank Securities Inc.

Bear, Stearns & Co. Inc.



                                                 Total


SCHEDULE II

Selling Stockholders

                                                                          Number of Firm Shares
                      Name                                                      Being Sold
-------------------------------------------------                        -------------------------

Mary Agnes Wilderotter                                                           100,000
Brian P. Dougherty                                                               100,000

                                           Total                                 200,000


SCHEDULE III

Patents Held by the Company


SCHEDULE IV

Patent Applications Submitted by the Company


EXHIBIT 10.6

CHARTER PROGRAMMER AFFILIATION AGREEMENT

THIS AGREEMENT is made as of the 23rd day of February, 1999 ("Effective Date"), by and between Wink Communications, Inc., a California corporation ("Wink"), whose address is 1001 Marina Village Parkway, Alameda, CA 94501, and ABC, Inc., a NY corporation ("Programmer"), whose address is 77 West 66th Street, New York, NY 10023.

1. GRANT OF LICENSE

1.1        Wink hereby grants to Programmer the non-exclusive license to use
           Wink ITV Studio, Server Studio, Wink ITV Broadcast Server, and Wink
           provided Server Modules version 2.0 and 2.x updates (hereinafter
           collectively referred to as "Wink Software") to deliver interactive
           program(s) which utilize the vertical blanking interval ("'VBI") or
           an MPEG private data stream provided concurrently with the
           corresponding video signal and are compliant with the Wink
           interactive communications application protocol ("Interactive Wink
           Programs") to all Programmer viewers in the continental United
           States, Alaska, Hawaii, the US territories and possessions, including
           Puerto Rico, and Canada and on U.S. registered aircraft and vessels
           (the "Licensed Territory"). Programmer shall have the further right
           to use the Wink Software to distribute Interactive Wink Programs to
           viewers located outside the Licensed Territory upon monetary terms to
           be negotiated in good faith, which shall not be higher than Wink's
           prevailing rates for most favored 'customers in the applicable
           markets. Unauthorized reception and viewing of Programmer's
           Interactive Wink Programs outside the Licensed Territory shall not be
           deemed a distribution outside the Licensed Territory.


1.2.       "Updates" shall mean updates containing error corrections or minor
           enhancements to the Wink Software created by or for Wink, and
           designated by a change in version number to the right of the decimal
           point. Updates do not include major enhancements to the Wink Software
           designated by changes in the version number to the left of the
           decimal point, unless such major enhancements occur prior to the
           First Air Date (as defined below). Wink shall provide a license to
           all Updates (and major enhancements created prior to the First Air
           Date) at no charge to Programmer during the term of this Master
           Agreement and Programmer, in its sole discretion, shall have the
           option to utilize such Updates in providing Interactive Wink Programs
           to Programmer subscribers. "New Release" shall mean a major release
           of the Wink Software which occurs subsequent to the First Air Date,
           which contains significant new functionality and/or major
           enhancements, and which is designated by a change in the digit or
           digits to the left of the decimal point in the version number. Wink
           shall offer to Programmer a license to all New Releases created by
           Wink during the Term on terms that are as favorable or more favorable
           than the terms of any agreement Wink has entered into with other
           broadcast and cable networks in the Licensed Territory, for the

CONFIDENTIAL - PAGE 1


           provision of the New Releases, provided, however, that in no event
           shall Programmer's decision not to license any New Release have any
           impact whatsoever on the functionality of the current Wink Software
           or Programmer's ability to provide Interactive Wink Programs to
           Programmer viewers throughout the Term, and provided that Programmer
           shall be under no obligation to license or launch such New Releases.
           If a New Release has not been made available to other parties, Wink
           agrees to offer to Programmer a license to such New Release at a
           one-time fee equal to Wink's costs (on a Time and Materials basis) in
           developing and testing the New Release, which estimate shall be made
           by .Wink in it's sole and reasonable discretion, and documented in
           writing to Programmer. Notwithstanding the foregoing, if Programmer
           elects not to license any New Releases on the terms offered by Wink,
           Programmer shall nevertheless have the right at its election to
           license such New Releases at the applicable price specified in
           Exhibit C for existing Wink Software (i.e. at no cost beyond what
           would have been paid for the existing Wink Software) through the next
           Termination Option Date (as defined below). If such New Release is
           created after the last Termination Option Date, then the foregoing
           usage rights will apply through the end of the Term. Upon reaching
           such Termination Option Date, Programmer shall discontinue use of the
           New Releases unless agreement has been reached with Wink for
           continued use (Programmer shall not, however, be required to
           discontinue use of any earlier versions of Wink Software).

1.3.       This License is not transferable, nor may any rights hereunder be
           transferred, assigned or sub-licensed in whole or in part by either
           party without the prior written consent of the other party, except to
           an entity in control of, controlled by or in common control with
           either party.

1.4        Programmer can only use the Wink software to provide Interactive Wink
           Programs with the video programming services described in Exhibit A.
           Programmer must notify Wink in writing at least 30 days prior to
           commencing transmission of Interactive Wink Programs with a video
           programming service and with such notice will also provide the
           Technical Information specified in Exhibit A for such service.
           Programmer further agrees to provide Wink with 30 days notice of any
           changes in such Technical Information Exhibit A. Programmer will
           provide the Contact Information set forth in Exhibit A for the first
           Programming Service within a reasonable time after the Effective
           Date.

2.         TERM

2.1        The term of this Agreement (the "Term") shall commence on the date of
           execution of this Agreement and terminate eight years after the first
           airing of Programmer's Interactive Wink Programs on the programming
           service listed as the First Programming Service in Exhibit A ("First
           Air Date"). The parties agree that the First Air Date shall be the
           first day that Programmer airs Interactive Wink Programs on the First
           Programming Service (as defined in Exhibit A), and

CONFIDENTIAL - PAGE 2


\
           commercial cable subscriber households (not employees of System
           Operators, as defined below) are able to receive such Interactive
           Wink Programs. Broadcasts of Interactive Wink Programs to test
           transmission and reception reliability shall not qualify as the First
           Air Date.

2.2        The parties agree that Programmer may unilaterally terminate this
           Agreement on any of the following dates: twelve (12) months after the
           Effective Date, three years after the Effective Date, and five years
           after the Effective Date (each referred to as a "Termination Option
           Date"). Programmer must provide Wink with notice of Programmer's
           decision to terminate at least 30 days prior to the each Termination
           Option Date. If such notice is not provided in writing by this date,
           the applicable termination option shall have lapsed.

3.         INTEGRATION AND PROGRAMMING

3.1        Programmer agrees to ensure that Programmer's Interactive Wink
           Programs are passed through to viewers unchanged by Programmer's
           owned stations ("Programmer Owned Stations "), to the extent that
           they clear the ABC Network programs carrying the Interactive Wink
           Programs and Interactive Wink Programs can be carried without signal
           degradation, and to use its reasonable commercial efforts to ensure
           such passage by local affiliates with whom Programmer has an
           affiliate agreement and which are not owned by Programmer ("Other
           Programmer Affiliates").

3.2        Programmer and Wink agree to collaborate to enable the installation
           and integration of the Wink Software into Programmer's facilities,
           and to ensure the reliable transmission of the Interactive Wink
           Programs. Wink is responsible for providing all equipment (including
           taxes and freight) necessary to run the Wink Software and to enable
           insertion of Interactive Wink Programs into the primary East and West
           video signal feeds for the First Programming Service and for the
           Second Programming Service (if Programmer's chooses to exercise it's
           option to add the Disney Channel as the Second Programming Service),
           including but not limited to the equipment listed on Exhibit E
           hereto. At whatever point this agreement terminates for any reason,
           Wink will have the right to regain custody and ownership of all such
           equipment.

3.3        Programmer agrees to have at least two staff members trained in the
           usage of Wink Software to develop and schedule Interactive Wink
           Programs within sixty (60) days of execution of this Agreement. Wink
           agrees to provide such training at no charge to Programmer as defined
           in Exhibit C.

3.4        Programmer agrees to use its reasonable efforts to commence
           transmission of Interactive Wink Programs on the First Programming
           Service on the later of May 31, 1999 and ninety (90) days after the
           Effective Date (the "Target Date"). Wink understands and accepts that
           this Target Date is contingent upon a successful installation of the
           Wink Software and associated hardware, and

CONFIDENTIAL - PAGE 3


           upon completion of training of Programmer staff. If Wink fails to
           accomplish the milestones within ninety (90) days of the Target Date,
           Programmer may in its sole discretion terminate this Agreement upon
           written notice

3.5        Programmer agrees to cooperate with Wink in the development and
           deployment of a Wink Server Module which would enable the automatic
           suspension of non-advertising related Interactive Wink Programs
           during advertising breaks and the automatic triggering of the
           insertion of Interactive Wink Programs related to ads on the First
           Programming Service ("Automation Server Module" or "ASM") The parties
           agree that Wink is solely responsible for the development of the
           Automation Server Module, and that Programmer's obligations under
           this Agreement are solely to make technical staff and documentation
           readily available to Wink for the specification, development and
           integration of such module into Programmer's operations. The parties
           further agree that Wink's inability to deliver an Automation Server
           Module shall not be considered a material breach under this
           Agreement.

3.6        Wink agrees to provide software to enable Programmer to parse
           Programmer's existing HTML content for use in Wink applications. The
           software used to author such parsing routines is referred to as "Wink
           Server Studio", and the software used to execute such parsing
           routines on the Wink Broadcast Server is referred to as the "Wink
           Server Module" throughout this Agreement.

3.7        For the first twelve months following the First Air Date, Wink agrees
           to provide Programmer daily standard reports on all Interactive Wink
           Programs featuring Wink polls that are originated by Programmer. The
           fees for such poll reports will be subject to a weekly maximum of
           $500, regardless of the number of responses generated by Programmer's
           polls or the number of different polls aired. Poll reports will be
           provided by ZIP or by cable system, at Programmer's option. The
           parties agree to review the number of responses, the number of polls
           and Wink's costs in preparing poll reports for Programmer on a
           quarterly basis, and Programmer agrees that Wink may impose certain
           restrictions on the number of polls aired by Programmer, if the
           operational implications of supporting such polls in Wink's good
           faith judgment becomes commercially infeasible.

3.8        For purposes of this Agreement, the following definitions shall
           apply:

           (a)        A "Wink-enabled Viewer" is any television viewer which is
                      able to receive and interact with Interactive Wink
                      Programs.

           (b)        A "Wink Response" is any response data generated by a
                      Wink-enabled Viewer when using an Interactive Wink Program
                      and collected electronically by Wink.

           (c)        A "Wink Revenue Response" is a Wink Response in which the
                      Wink-enabled Viewer requests products or services through
                      the Interactive

CONFIDENTIAL - PAGE 4


                      Wink Program, whether such products and services are
                      either provided at no charge to the Wink-enabled Viewer or
                      require payment by the Wink-enabled Viewer, and where the
                      fulfillment of that request requires the release of
                      Wink-enabled Viewer specific information, such as name and
                      address.

           Commencing on the First Air Date and throughout the remainder of the
           Term, Wink shall, no later than Wednesday of each week, provide to
           Programmer standard weekly reporting, at no charge to Programmer, of
           all Wink Responses generated by Interactive Wink Programs aired on
           Programmer's networks or affiliates during the previous week.
           Programmer accepts Wink's terms for all other reporting regarding
           Wink Responses, as defined in Exhibit B, and as amended in section
           4.7 below. Wink warrants and represents that such terms are as
           favorable or more favorable than the terms of any agreement Wink has
           entered into with other United States programmer, for the provision
           of the same or similar services. Wink further agrees to promptly
           notify Programmer in writing, should Wink decide to enter into new
           agreements or amend existing agreements with any United States
           programmer to include more favorable terms for services similar to
           those defined in Exhibit B and to immediately offer such terms to
           Programmer. Wink agrees to provide all reports described above in
           hard copy or electronic form, per Programmer's instructions. In
           addition, Wink agrees that it shall provide Programmer with any
           improvements or additions to the amount and type of data that Wink
           generally provides to any other programmer with respect to Wink
           Responses or Wink Revenue Responses. All Wink Responses and Wink
           Revenue Responses shall be undertaken by Wink or its agents in
           accordance with applicable law, including, without limitation, truth
           in advertising and customer privacy laws.

3.9        During the Term of this Master Agreement, Wink shall pay to
           Programmer, on a monthly basis, [ * ] percent of the fees on each
           Wink Response or Wink Revenue Response (including fees which have
           been paid by Programmers and its related entities) that is generated
           by Interactive Wink Programs airing on the First Programming Service.
           Such payments will be made with 30 days of the end of each calendar
           quarter, and will be accompanied by a detailed report showing Wink
           Revenue Responses by Interactive Wink Program, and the revenues
           generated by Wink's Data Center from each Interactive Wink Program.
           Past due payments shall bear interest at a rate equal to the lesser
           of (i) one and one-half percent (1 1/2%) per month or (ii) the
           maximum legal rate permitted under law, and Wink shall be liable for
           all reasonable costs and expenses (including, without limitation,
           reasonable court costs and attorneys' fees) incurred by Programmer in
           collecting any past due payments. Programmer agrees that no interest
           shall be due if the parties have a bona fide dispute over payments.
           In the event Wink offers a revenue sharing arrangement to any other
           programmer relating to distribution of Interactive Wink Programs on
           platforms other than an over-the-air broadcast network,

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

* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL - PAGE 5


Wink will offer such arrangement to Programmer for any Programming Service hereunder distributed on similar platforms.

3.10. Beginning on the First Air Date, Programmer agrees to distribute Interactive Wink Programs at least [ * ] hours a week on the First Programming Service, and agrees to increase such programming to [ * ] hours a week within 90 days of the First Air Date. For the purposes of this Agreement, references to the number of hours in this context shall mean that an Interactive Wink Program is inserted at least once every thirty (30) minutes during such hours of programming and that the Interactive Wink Program is offered to distribution media that reach in the aggregate at least 70% of the television households in the United States (i.e., provided Programmer has offered these programs to this percentage of distribution media and has otherwise adhered to its obligations in Paragraph 3.1. Programmer will have fulfilled the distribution obligation even if the programs are not actually broadcast by these media). Programmer will solely determine which shows include Interactive Wink Programs. Programmer will have complete editorial control and approval of the form, nature and scope of the Interactive Wink Programs and may suspend any individual Interactive Wink Program at any time and for any reason. In addition, Wink shall provide Programmer with the ability to control whether third party advertisements and commercials are broadcast with related Interactive Wink Programs through the Wink Broadcast Server. Interactive Wink Programs for cable programming services must be related to the content, nature and intended audience of the video programming with which they are broadcast. Wink's sole remedy in the event Programmer does not offer the foregoing minimum number of hours of Interactive Wink Programs will be to terminate this Agreement. Such notice of termination must be given in writing 30 days before the effective date of termination and within the 30 day notice period, Programmer will have the opportunity to cure by distributing enough additional Interactive Wink Programs to reach the minimum requirement. In the event of such "cure", the termination notice will be deemed rescinded.

3.11. Programmer is responsible for payment to third party rights holders, including but not limited to studios, acting, on-air and other talent, news and sports data providers, professional and college sports leagues or teams, and all other entities necessary to enable the creation or transmission of Interactive Wink Programs.

3.12. The parties agree that the Interactive Wink Programs will require bandwidth equivalent to one dedicated line of VBI on each programming service. Notwithstanding the above, Programmer may utilize this VBI line for other purposes, provided that such usage does not in any way interfere with the transmission of Interactive Wink Programs, or reduce Programmer's ability to transmit Interactive Wink Programs related to Programmer's video programming and advertising. Programmer may elect to use additional VBI lines in its sole discretion. Programmer has the right to terminate this


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL - PAGE 6


Agreement if Programmer's Interactive Wink Programs cause any degradation in Programmer's video signal quality or ability to distribute its signal.

3.13. Wink agrees that any Interactive Wink Programs created by or for Programmer will be the sole property of Programmer and Programmer shall own the copyright and all other interests therein. To the extent Wink staff members assist in the creation of the Interactive Wink Programs, their contributions will be deemed "works for hire" prepared for audiovisual works and such contributions will be deemed the intellectual property of Programmer. Programmer may use and exploit the Interactive Wink Programs in any and all media throughout the world in perpetuity as it elects. In particular, Wink agrees that Programmer may license the Interactive Wink Programs (or derivatives thereof) that Programmer creates, with or without the help of Wink, to third parties on any terms that the Programmer and the third party can mutually agree upon. Programmer cannot sub-license Wink Software, or act as an agent for Wink.

3.14. Subject to Programmer's prior written request, Wink agrees to collaborate with Programmer in the development of specifications for a full screen graphics and text channel based on electronic content provided by Programmer or other entities affiliated with the Wait Disney Company ("Programmer Virtual Channel") for distribution by System Operators (as defined below). Upon mutual agreement on the specification of the Programmer Virtual Channel, Wink-agrees to create and deliver in final electronic form, at its sole cost and expense, the Programmer Virtual Channel.

4. RATES, DEPLOYMENT AND OTHER PROGRAMMING SERVICES

4.1. Programmer agrees to remit the license fees and other payments as described in Exhibit C on a timely basis. The parties agree that it is optional for Programmer to license the Automation Server Module.

4.2. Programmer agrees to provide the Interactive Wink Programs to any multi-channel video operator in the United States or Canada with whom Programmer then has an agreement for carriage or re-transmission of Programmer's video programming ("System Operators"), pursuant to the terms of such agreement. In the case of Interactive Wink Programs associated with cable or other non-broadcast programming, Programmer will provide the Interactive Wink Programs to System Operators under the terms described in Exhibit D, if such terms are not already contained in its carriage agreement with the System Operator. The terms in this section will not apply to the First Programming Service (the ABC Network) or to Interactive Wink Programs broadcast by any Programmer Owned Station or Other Programmer Affiliate unless the terms duplicate such entities' re-transmission agreements with the System Operators or required by law. With respect only to Interactive Wink Programs contained in

CONFIDENTIAL - PAGE 7


           non-broadcast services, Wink may also supply System Operators with a
           copy of Exhibit D as evidence of Programmer's agreement to supply the
           Interactive Wink Programs under such terms.

4.3        Programmer may choose to utilize other products and services of Wink
           not quoted elsewhere in this Agreement from time to time. These
           services will be extended by Wink to Programmer at the lower of the
           then prevailing retail rate or the lowest rate offered any programmer
           for the same products and services.

4.4        Programmer can elect to add additional programming services which are
           (a) wholly-owned or partially owned by Programmer or the Walt Disney
           Company (minimum 20% equity stake) or (b) Other Programmer Affiliates
           during the term of this Agreement. Such additional programming
           services are eligible for pricing as follows:


           The Disney Channel - Exhibit C

           Programmer O&O Affiliates - Exhibit F

           Other Programmer Affiliates, cable network partially owned by
           Programmer or the Walt Disney Company - Exhibit G

4.5        Programmer understands and accepts that any network or affiliate
           (other than the ABC Network) wishing to take advantage of the
           applicable pricing in section 4.4 must commit to providing
           Interactive Wink Programs for at least 10 hours of programming per
           week. Notwithstanding the foregoing, Wink agrees that such networks
           would only be required to provide Interactive Wink Programs for at
           least 5 hours of programming per week for the first ninety (90) days
           following those networks' First Air Date.

4.6        Programmer also understands and accepts that Wink is not obligated
           under this Agreement to:

           (a)        provide equipment to any other programming service other
                      than the First Programming Service, the Second Programming
                      Service, the Programmer Owned Stations and Other
                      Programmer Affiliates at the prices (or free of charge) as
                      provided in the applicable Exhibits herein.

           (b)        provide the transaction revenue share offered to
                      Programmer in section 3.9 to any programming service other
                      than the First Programming Service, except as provided in
                      such section.

           (c)        provide Wink poll reporting under terms other than those
                      defined in Exhibit B (The parties agree that the weekly
                      maximum on poll charges defined in section 3.7 and
                      referenced in Exhibit B are not applicable to other
                      programming services).

CONFIDENTIAL - PAGE 8


4.7        Notwithstanding anything to the contrary herein, Wink shall provide
           Programmer and entities in which the Walt Disney Company has at least
           a 50% interest and, in addition, the Arts and Entertainment, History,
           and E! channel with preferred pricing for Purchase Responses (as

defined in Exhibit B) that is the lower of the following:

(a) a [ * ] discount on the pricing quoted in Exhibit B

(b) [ * ]/response, regardless of volume

(c) the most favorable pricing extended for Purchase Responses to any other broadcast or cable network, or to any third party advertiser which has contracted with Wink for the capturing and routing of Purchase Responses. This most favorable pricing protection shall also extend to the "RFI Responses" described in Exhibit B.

           The preferred pricing described in sections (a) through (c) above
           shall be extended for any Purchase Response (and, in the case of (c),
           RFI Responses) generated by Interactive Wink Programs aired on the
           First Programming Service or the Second Programming Service, provided
           such Purchase Responses are in responses to offers for merchandise or
           services sold by or on behalf of entities wholly owned by the Walt
           Disney Company.

4.8        Wink may provide System Operators with a listing of VBI lines used
           for transmission of Interactive Wink Programs by Programmer,
           Programmer Owned Stations and Other Programmer Affiliates

5.         PAYMENT TERMS

5.1        On or before the thirtieth (30th) day following each month throughout
           the term of this Agreement, Programmer shall remit to Wink all fees
           owed for licenses provided and services rendered in the previous
           month, according to the price schedules provided in Exhibit C.

5.2        Wink will send invoices for all payments due hereunder, 30 days in
           advance of the due date. Wink's failure, for any reason, to send an
           invoice for a particular monthly payment due in years two through
           eight of the Term for the Broadcast Server, Server Module Engine,
           Automation Server Module or Tech Support shall not relieve Programmer
           of its obligation to make these payments in a timely manner
           consistent with the terms of this Agreement. Past due payments shall
           bear interest at a rate equal to the lesser of (i) one and one-half
           percent (1 1/2%) per month or (ii) the maximum legal rate permitted
           under law, and Programmer shall be liable for all reasonable costs
           and expenses incurred by Wink in collecting any past due payments.
           Wink agrees that no interest shall be due if the parties have a bona
           fide dispute over payments.

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

* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL - PAGE 9


6. PROMOTION AND RESEARCH

6.1        Programmer acknowledges Wink's intent to issue a press release
           announcing this Agreement within 30 days of the Effective Date. This
           press release shall be subject to Programmer's prior written
           approval. Programmer agrees to use reasonable efforts to provide
           quotes from an executive of Programmer or The Walt Disney Company for
           such press release.

6.2        Wink agrees to provide Programmer with notice within 30 days of new
           System Operators having enabled their subscribers to receive
           Programmer's Interactive Wink Programs. Wink further agrees to
           immediately notify Programmer as to the first day subscribers in
           Wink's first five (5) cable systems are able to receive Programmer's
           Interactive Wink Programs.

6.3        Wink agrees to, if requested and approved by Programmer, promote and
           feature Programmer's Interactive Wink Programs as prominently as any
           other programming service in Wink's marketing literature, during
           meetings with cable operators and the press, and during industry
           trade shows. Wink will also use reasonable efforts to assist
           Programmer in achieving its marketing objectives in materials
           prepared by third parties, such as equipment manufacturers, retailers
           and cable operators. Programmer agrees to advise Programmer Owned
           Stations and Other Programmer Affiliates of its use of the Wink
           Software and the availability to them of preferred terms for
           licensing Wink Software within sixty (60) days of the Effective Date.

6.4        Wink, equipment manufacturers, retailers and System Operators may
           prepare marketing materials relating to the Interactive Wink Programs
           and may use Programmer's name, logo and screen shots (collectively,
           "Programmer's Marks") from the Interactive Wink Programs. Programmer,
           the Programming Services, Programmer Owned Stations and Other
           Programmer Affiliates may use and authorize the use of Wink's name,
           logo and related elements (collectively "Wink's Marks") in the
           production and distribution of Interactive Wink Programs and in
           advertising and publicity therefor. Each party must submit materials
           containing the other's Marks to the other party for review and
           written approval prior to distribution. The other party agrees to use
           reasonable efforts to respond promptly to such requests for approval,
           and retains sole discretion over such approvals, if any. Wink hereby
           acknowledges that Programmer is the sole owner of all right, title
           and interest in and to the Programmer's Marks and any marks, notices
           or designations utilized by Programmer in connection with
           Programmer's business, and that no rights or ownership are intended
           to be or shall be transferred to Wink. All uses of the Programmer's
           Marks shall inure to the benefit of Programmer. Upon any expiration
           or termination of this Agreement, Wink shall delete and discontinue
           all use of the Programmer's Marks. At no time during or after the
           term of this Agreement shall Wink challenge or assist others to
           challenge the

CONFIDENTIAL - PAGE 10


Programmer's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Programmer's Marks. Likewise, Programmer hereby acknowledges that Wink is the sole owner of all right, title and interest in and to the Wink's Marks and any marks, notices or designations utilized by Wink in connection with Wink's business, and that no rights or ownership are intended to be or shall be transferred to Programmer. All uses of the Wink's Marks shall inure to the benefit of Wink. Upon any expiration or termination of this Agreement, Programmer shall delete and discontinue all use of the Wink's Marks. At no time during or after the term of this Agreement shall Programmer challenge or assist others to challenge the Wink's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Wink's Marks.

6.5        Wink may, from time to time, undertake marketing tests and surveys,
           rating polls and other research in collaboration with Programmer.
           Programmer shall provide Wink with reasonable assistance, provided
           Programmer is permitted to do so under applicable agreements with
           research services and can do so at no cost, in conducting such
           research with respect to Programmer's viewers. Programmer agrees that
           Wink may use all such research regarding the deployment, launch, and
           usage of Wink service by Programmer viewers, subject to applicable
           consumer privacy laws, only for internal purposes unless Wink has
           received prior written-approval from Programmer. Wink agrees to
           provide copies of final reports from such research activity to
           Programmer.

6.6        Programmer understands and accepts that Wink will be providing
           reports on Wink Responses to the Interactive Wink Programs to System
           Operator(s) for Wink Responses that originate from System Operator's
           subscribers, to equipment manufacturers for Wink Responses that
           originate from Wink-enabled equipment sold by such manufacturers, and
           to advertisers and other parties, authorized by Programmer, for Wink
           Responses that originate from Interactive Wink Programs paid for or
           sponsored by such parties (collectively, the "Recipients"). Such
           reports to Recipients shall be restricted to aggregate reports about
           Wink Responses , and detailed reports on individual Wink Revenue
           Responses, which shall only be forwarded to the Recipient fulfilling
           such viewer requests, or such party's designated agent. Wink agrees
           that reports providing specific data regarding viewer responses to,
           usage of, and/or exposure to Programmer's Interactive Wink Programs,
           including data on Wink viewer responses to advertising on Programmer
           owned or affiliated programming services, will not be made available,
           except in aggregated form that does not identify Programmer or
           specific Programmer viewer data, to any third party except Recipients
           pursuant to this paragraph. Wink acknowledges and agrees that any
           reports provided to Recipients or other third parties must adhere to
           applicable consumer privacy laws. Information regarding the nature

CONFIDENTIAL - PAGE 11


           of Winks Responses or the Wink Viewers shall not be used for any
           other purpose without the express consent of Programmer.

6.7        Programmer may require that Wink bill Programmer or an entity wholly
           owned by Programmer or the Walt Disney Company for Wink Revenue
           Responses generated by Interactive Wink Programs aired by third party
           advertisers on the First Programming Service or other programming
           services owned and operated by Programmer ("Private Label
           Responses"). The Private Label Response requirement shall be made by
           Programmer in writing on or before the First Air Date, or at any time
           with thirty (30) days prior written notice by an authorized official
           of Programmer. Once such notice has been given, Programmer shall
           provide thirty (30) days notice of intent to terminate such private
           label response routing. Wink agrees to notify Programmer if Wink has
           agreements with specific third party advertisers for the routing and
           reporting of Wink Revenue Responses, in which case Wink must receive
           written approval from the advertiser to change the billing
           instructions for Wink Revenue Responses. Wink will forward Private
           Label Responses directly to the advertiser or their designated third
           party fulfilling the requests, and will provide weekly summary
           reports of such Wink Revenue Responses to Programmer. Programmer
           shall be solely responsible for billing the advertiser for Private
           Label Responses.

           If Programmer has required that Wink provide Private Label Responses,
           then [*] and shall notify prospective advertisers requesting Wink's
           services for capturing and routing of Wink Responses from Interactive
           Wink Programs of Programmer's right to Private Label Response
           treatment (if applicable). Wink also agrees to refer advertisers who
           are receiving Private Label Responses (or who Programmer wishes to
           receive Private Label Responses) [*] except to the extent necessary
           to fulfill responses as noted above. The parties agree that the
           pricing for Private Label Responses shall be lower of:

           (a)   The pricing available to such advertiser based on that
                 advertisers total transaction volume with Wink, according to
                 Wink's then current pricing schedule, and

           (b)   The best pricing available to any third party advertiser
                 (excluding the Walt Disney Company and other entitles covered
                 by section 4.7) generating an equal to or lesser transaction
                 volume with Wink.

           The parties agree to use commercially reasonable efforts to resolve
           any operational issues that would prevent Programmer from controlling
           the billing of third party advertisers for Private Label Responses,
           and to identify a point person at each company for regular
           communication between the parties regarding any potential advertiser
           account management issues. The parties also agree that Wink shall pay
           revenue share as defined in section 3.9 to Programmer for Private
           Label Responses airing on the First Programming Service.


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

* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL - PAGE 12


7. WARRANTY

7.1        Wink hereby represents and warrants to Programmer that the Wink
           Software (and subsequent revisions and upgrades to same provided by
           Wink to Programmer) will operate and perform in accordance with all
           published specifications with respect thereto (e.g. Wink's published
           specifications for the Interactive Communications Application
           Protocol, as updated by Wink, and Wink's then current documentation
           and manuals), in accordance with the criteria defined in Exhibit H
           and as demonstrated to Programmer prior to this Agreement. Wink also
           represents and warrants that as of this signing of this Agreement,
           Wink is not aware of any claims against Wink's patents, copyrights or
           other intellectual property, except for the "Berman" claim. Wink
           further represents that the Wink Software (and subsequent revisions
           and upgrades to same provided by Wink to Programmer) is Year 2000
           compliant.

7.2        Wink hereby warrants and represents that the terms contained herein
           for licensing of Wink software, provision of Wink services, sharing
           of Wink's revenues from routing of Wink Revenue Responses and
           Programmer's commitment for Interactive Wink Programs are, as a
           whole, as favorable as any other similar agreement Wink has entered
           into or will enter into with other broadcast and cable programming
           entities.

7.3        Wink warrants and represents that the terms and conditions in Exhibit
           D are as favorable to Programmer as any agreement Wink has caused or
           allowed other programmers to enter into with System Operators. If
           Wink causes or allows any. other broadcast or cable programmer to
           enter into an agreement with any System Operator on terms and
           conditions more favorable to the programmer than those enumerated in
           Exhibit D, Wink will notify Programmer to that effect and Programmer
           then will have the right during the next 60 days after its receipt of
           said notice to assume such more favorable terms and amend Exhibit D
           accordingly.

7.4        Wink hereby warrants and represents that the terms contained herein
           for licensing of Wink software, provision of Wink services, and the
           Programmer Owned Stations' commitment for Interactive Wink Programs
           are, as a whole, as favorable as any other similar agreement Wink has
           entered into or will enter into with other broadcast programming
           entities for their owned affiliate stations.


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

* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL- PAGE 13


8. INDEMNIFICATION

8.1        Wink will indemnify and hold harmless Programmer, its parent and
           subsidiary companies and their respective employees, directors,
           agents, other representatives against any and all claims, causes of
           action, damages and all other related expenses arising out of the
           breach or alleged breach of any of Wink's representations and
           warranties or any of Wink's other material obligations stated herein
           or the use of any technology or equipment provided by Wink to
           Programmer hereunder. Notwithstanding the above, the parties agree
           that Wink is specifically not liable or obligated to indemnify
           Programmer or other parties for:

           (a)        any and all expenses arising out of claims or causes of
                      action related to the content, nature or form of the
                      Interactive Wink Programs.

           (b)        any and all expenses arising out of claims or causes of
                      action in which it is alleged that the Interactive Wink
                      Programs created a malfunction or other technical problem
                      on a Wink-enabled television set or multi-channel set top
                      receiver, and in which Programmer has been negligent in
                      testing such Interactive Wink Programs or otherwise have
                      failed (unless through the fault of Wink) to adhere to
                      Wink's standard Criteria for Compliant Interactive-Wink
                      Programs, as defined in Exhibit D, Attachment 1.


8.2        Programmer will indemnify and hold harmless Wink, its parent and
           subsidiary companies and their respective employees, directors,
           agents, other representatives against any and all claims, causes of
           action, damages and all other related expenses arising out of the
           breach or alleged breach of any of its representations and warranties
           or any of its other material obligations stated herein.

8.3        In any case in which indemnification is sought hereunder, the party

seeking indemnification shall promptly notify the other in writing of any claim or litigation to which the indemnification relates and the party seeking indemnification shall afford the other the opportunity to participate in and, at the other party's option, fully control any compromise, settlement, litigation or other resolution or disposition of such claim or litigation.

9. NOTICES

All notices, statements, and other communications given hereunder shall be in writing and shall be delivered by facsimile transmission, personal delivery, certified mail, return receipt requested, or by next day express delivery,

CONFIDENTIAL - PAGE 14


           addressed, to the addresses provided in the first paragraph of this
           Agreement, and to the attention of:

                     If to Wink:
                     Allan C. Thygesen
                     Senior Vice President, Programming and Advertising

                     If to Programmer:

                     Saul Shapiro
                     ABC, Inc.
                     46 West 66th Street
                     New York, NY 10023

                     With a copy to:

                     Charles Stanford
                     Vice President, Cable and New Media
                     Legal Department
                     ABC, Inc.
                     77 West 66th Street
                     New York, NY 10023

                     and to:

                     Kevin Mayer
                     Senior Vice President, Strategic Planning
                     The Walt Disney Company

           The date of such facsimile transmission, telegraphing or personal
           delivery or the next day if by express delivery, or the date three
           (3) days after mailing, shall be deemed the date on which such notice
           is given and effective.

10         WINK SOFTWARE

           All rights, title and interest in and to the Wink Software or other
           rights, of whatever nature, related thereto shall remain the property
           of Wink.

11         REPRESENTATION

11.1       Wink represents and warrants to Programmer that (i) it is a
           corporation duly organized and validly existing under the laws of the
           State of California; (ii) Wink has the corporate power and authority
           to enter into this Agreement and to fully perform its obligations
           hereunder (iii) Wink is under no contractual or other

CONFIDENTIAL - PAGE 15


           legal obligation which in any way interferes with its ability to
           fully, promptly and completely perform hereunder.

11.2       Programmer represents and warrants to Wink that (i) Programmer is a
           corporation duly organized and validly existing under the laws of the
           State of NY; (ii) Programmer has the requisite power and authority to
           enter in this Agreement and to fully perform its obligations
           hereunder; and (iii) Programmer is under no contractual or other
           legal obligation which in any way interferes with its ability to
           fully, promptly and completely perform hereunder.

12.        CONFIDENTIALITY

           Each party agrees that it will not use, except in the performance of
           its obligations under this Agreement, and will not disclose or give
           to others, any of the other party's Confidential Information (as
           defined below). Without limiting the generality of the foregoing,
           each party will (i) restrict the disclosure of the other party's
           Confidential Information to those of its employees who require such
           information for purposes of performing its obligations hereunder,
           (ii) inform each such employee of the confidential nature of the
           information disclosed, (iii) prevent the use or disclosure by its
           employees of such Confidential Information, except as provided
           herein, and (iv) promptly notify the other party of any use or
           disclosure of the Confidential Information, whether intentional or
           not, which violates the provisions of this Paragraph 12. For purposes
           of this Agreement, the term "Confidential Information" means all
           technical, business and other information disclosed by one party to
           the other and specifically identified in writing as "Confidential"
           that derives economic value, actual or potential, from not being
           generally known to other persons, including, without limitation,
           technical and non-technical data, devices, methods, techniques,
           drawings, processes, computer programs, algorithms, methods of
           operation, financial data, financial plans, product plans, and lists
           of actual or potential customers or suppliers. "Confidential
           Information" does not include information which does not constitute a
           trade secret under applicable law after the second anniversary date
           of the expiration of this Agreement. Also, "Confidential
           Information" shall not include information which, (a) is or becomes
           publicly known through no act or failure to act on the part of the
           recipient, (b) was rightfully in the recipient's possession prior to
           disclosure by the disclosing party, (c) becomes rightfully known to
           the recipient from a third party not subject to any independent
           confidential or proprietary restriction, (d) is approved by the
           disclosing party for disclosure without restriction, in a written
           document that is signed by a duly authorized officer of that party,
           (e) is disclosed after the termination of the recipient's duty of
           confidentiality as specified herein or (f) is or was developed
           independently by the recipient without use of or reference to any of
           the Confidential Information and without violation of any
           confidentiality restriction. The parties agree to keep the terms of
           this Agreement confidential, but acknowledge that certain disclosures
           may be required by law.

CONFIDENTIAL - PAGE 16


13. TERMINATION

13.1       Except as otherwise provided herein, neither Programmer nor Wink may
           terminate this Agreement except upon thirty (30) days prior written
           notice and then only if the other has made a misrepresentation herein
           or breaches any of its material obligations hereunder and such
           misrepresentation or breach (which shall be specified in such notice)
           is not or cannot be cured within thirty (30) days of such notice. The
           parties agree that Wink's failure to perform materially any services
           or provide any technology or equipment in accordance to this
           Agreement shall be considered a material breach. The parties also
           agree that failure by Programmer to make timely payments of license
           fees and other fees due Wink under this Agreement, and failure by
           Wink to make timely payments of Programmer's share of Wink's gross
           revenues, net of returns, refunds and credits, from Wink Revenue
           Responses shall be considered material breaches, and that the
           terminating party's termination of this Agreement shall be without
           prejudice to any other remedies the terminating party may have,
           including, without limitation, all remedies with respect to the
           unperformed balance of this Agreement.

13.2       Upon expiration of the term (including any extensions thereof) of
           this Agreement or upon the termination of this Agreement or of any
           license granted hereunder for any reason, all rights of Programmer to
           use the Wink Software will cease and Programmer will immediately and
           on reasonable terms (i) grant to Wink access to its business premises
           and the Wink Software and allow Wink to remove the Wink Software and
           any equipment provided or financed by Wink (which removal shall be
           done with as little disturbance as possible to Programmer's business
           operations), (ii) purge all copies of all Wink Software from all
           computer processors or storage media on which Programmer has
           installed or permitted others to install such Wink Software, and
           (iii) when requested by Wink, certify to Wink in writing, signed by
           an officer of Programmer, that all copies of the Wink Software have
           been returned to Wink or destroyed and that no copy of any Wink
           Software remains in Programmer's possession or under its control.

14.        GENERAL

           (a)        This Agreement may not be assigned without prior written
                      mutual consent of Programmer and Wink. Consent shall not
                      be required for assignment to a corporate affiliate,
                      assuming that the programming services providing
                      Interactive Wink Programs remain as defined in Exhibit A.

           (b)        This Agreement may be amended only by an instrument in
                      writing, executed by Programmer and Wink.

CONFIDENTIAL - PAGE 17


(c) This Agreement will be governed in all respects by the laws of the State of California.

(d) This Agreement represents the entire agreement between the parties and supersedes and replaces all prior oral and written proposals, communications and agreements with regard to the subject matter hereof between Programmer and Wink.

IN WITNESS WHEREOF, the parties by their duly authorized representatives have entered into this Agreement as of the Effective Date.

WINK COMMUNICATIONS, INC. ABC INC.

By:                                               By:

Name:   Maggie Wilderotter                        Name:  Charles Stanford

Title:  President/CEO                             Title:  Vice President

CONFIDENTIAL - PAGE 18


EXHIBIT A: PROGRAMMING SERVICES

Description of Each Programming Service

FIRST PROGRAMMING SERVICE
ABC Television Network (all analogue feeds)

SECOND PROGRAMMING SERVICE *
The Disney Channel

OTHER PROGRAMMING SERVICES *
ABC Owned Stations
Other Programming Affiliates as described in Paragraph 4.4

*Programmer is under no obligation to include programming services other than ABC in this Agreement

TECHNICAL INFORMATION TO BE PROVIDED FOR EACH PROGRAMMING SERVICE**

1. Commencement Date for Wink Programming
2. VBI line Location
3. Virtual Channel
4. Insertion Point

CONTACT INFORMATION**

1. Nature of Issue (Operation, Programming or Marketing)
2. Address
3. Contact Person(s)
4. Phone
5. Fax/Email

ADDITIONAL INFORMATION

Operations (site visits, VBI/MPEG insertion, etc.) TBD**

Programming (development and scheduling of Interactive Wink Programs, reports, etc.)
TBD**

Marketing (affiliate marketing, approvals of promotional materials) TBD**

**All to be determined by Programmer, in its sole discretion

CONFIDENTIAL- PAGE 19


EXHIBIT B: WINK RESPONSE CENTER SERVICES
All products and services are billed Net/45. A Purchase Response shall be defined as any Wink Revenue Response which constitutes an agreement to purchase a product or service, regardless of the method of payment. An RFI Response shall be defined as any other Wink Revenue Response. A Poll Response shall be defined as a Wink Response generated by a Wink "vote/poll" script. Programmer shall have no liability for payment for Reports, Polls, Wink Responses or Wink Purchase Responses commissioned by third parties such as advertisers on the Programming Services hereunder. These will be subject to separate agreement between the third parties and Wink.

                                                        PRICE/WINK TRANSACTION
WINK TRANSACTIONS/MO.                         $[*] min./mo. per Interactive Wink Program
PURCHASE RESPONSES                                    creating Purchase Responses
1-5,000                                                       [*]
5,001 - 25,000                                                [*]
25,001 - 100,000                                              [*]
100,001 - 250,000                                             [*]
250,001 - 500,000                                             [*]
500,001 +                                                     [*]

                                           $[*] min./mo. per Interactive Wink Program
RFI RESPONSES                                          creating RFI Responses
1-5,000                                                       [*]
5,001 -25,000                                                 [*]
25,001 - 100,000                                              [*]
100,001 - 250,000                                             [*]
250,001 - 500,000                                             [*]
500,001 +                                                     [*]

Polls -report only                          $[*] min./mo. per Interactive Wink Program
                                                       creating Poll Responses
1-250,000 Wink Responses                                      [*]
250,001 +                                                     [*]

1. Minimum monthly charges per application include UIC (Universal ICAP code) registration.
2. All volume price breaks are based on Programmer's monthly transaction volume by response category. The price breaks are based on the "average" for the month. That is, the lowest price applies to all transactions for the month.
3. For purposes of minimum charges, if an Interactive Wink Program is part of a program "Series", the minimum shall be deemed to apply to the Series, not each episode in the Series.

PURCHASE AND REQUEST RESPONSE FEES INCLUDE;
1. Daily name & address lists delivered by fax, e-mail, or electronic FTP or mailbox.
2. UIC and application registration.
3. Standard report showing number of Wink Responses per day per Interactive Wink Program per city.

CONFIDENTIAL - PAGE 20


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

POLLS
The fixed charge includes UIC and application registration, and a standard reporting that summarizes all Poll responses by type by city. If the application asks the viewer for telephone prefix or zip code, the summary includes those totals.

CUSTOM USAGE REPORTS OR OTHER CUSTOM REPORTING Custom reports are quoted by the Wink Response Center.

CONFIDENTIAL - PAGE 21


EXHIBIT C: WINK SOFTWARE AND SERVICES PRICING, SCHEDULE

This pricing is available to the ABC TV Network and the Disney Channel, and is subject to the terms of the Agreement. On-going annual fees are paid one twelfth each month, and are due the first of the month.

                                            On-going           First            Yrs 2-8
                                            or one-             year             Price/
                                           time costs          Price             Network
Broadcast Server                            On-going            Free             $48,000
Server Module Engine                        On-going            Free             $12,000
Automation Server Module (3)                On-going            Free             $24,000
Tech Support                                On-going            Free             $ 6,000
SUBTOTAL                                    ON-GOING            $0               $90,000


Server hardware (4)                         One-time            Free             N/A
Data Insert. Unit (4)                       One-time            Free             N/A
Set-top box, misc. (4)                      One-time            Free             N/A
SUB-TOTAL                                   ONE-TIME            $0               N/A

Installation and integration (2)            One-time            Free             N/A
Studio site license (5 seats)               One-time            Free             N/A
Svr Studio license (5 seats)                One-time            Free             N/A
Training (3x2days) (1) (2)                  One-time            Free             N/A
SUBTOTAL                                    ONE-TIME            $0               N/A

TOTAL                                       BOTH                $0               $90,000

(1) This base training package provides training on the Broadcast Server, Wink Studio and Server Studio, and will enable Programmer's staff to create, schedule and air Interactive Wink Programs as contemplated by this Agreement. Wink will also provide reasonable additional training to those same staff as may be required and agreed upon between the parties.
(2) Travel expenses are billed separately at cost
(3) Optional after the first year
(4) Provided free by Wink, per Exhibit E.

Wink reserves the right to increase license fees annually after the first 24 months of the contract period by the percentage increase in the consumer price index (CPI) for goods and services for the prior 12 months. The above pricing does not cover detailed integration with Programmer's ad insertion system.

OPTIONAL SERVICES

Custom interface work (ad insertion and traffic systems, etc.)            $1,000/day
Phone training and consulting beyond standard package                     $125/hr
Application development                                                   $2,500 min., $125/hr

CONFIDENTIAL - PAGE 22


EXHIBIT D: PROGRAMMER'S TERMS FOR CARRIAGE OF INTERACTIVE WINK PROGRAMS OTHER THAN RETRANSMISSION OF OVER-THE-AIR BROADCASTS

Programmer:

Programming Services:

This agreement (the "IWP Carriage Agreement") sets forth the terms and conditions for the national distribution of Wink ITV applications ("Interactive Wink Programs") to any multi-channel video operator in the United States or Canada with whom Programmer already has an agreement for carriage of Programmer's video programming ("System Operator").

1. BACKGROUND

Programmer has created one or more Interactive Wink Programs which are compliant with the Wink Communications, Inc. ("Wink") interactive communications application protocol. The Interactive Wink Programs are transmitted by Programmer using either the vertical blanking interval ("VBI") of the corresponding video signal, or using MPEG private data streams provided concurrently with the corresponding video signal(s).

System Operator distributes one or more of Programmer's signals through one or more of the following: cable, satellite and MMDS (wireless cable).

2. EFFECTIVE DATE AND TERM

The term of this IWP Carriage Agreement shall commence on the date of Programmer's execution of this IWP Carriage Agreement. The parties acknowledge that Programmer has an agreement with Wink for distribution of Interactive Wink Programs (the "Charter Programmer Affiliation Agreement") for eight years after the first transmission of Interactive Wink Programs by Programmer. The terms and conditions of this IWP Carriage Agreement shall govern during the entire term of the Charter Programmer Affiliation Agreement, unless Programmer and Wink terminate' their Charter Programmer Affiliation Agreement earlier in accordance with the terms of that agreement.

3. INTEGRITY OF INTERACTIVE WINK PROGRAMS

Programmer will use its best efforts to ensure that the Interactive Wink Programs meet Wink's criteria for compliant Interactive Wink Programs (See Attachment 1). Programmer agrees that each Interactive Wink Program shall have been either successfully tested by Programmer or certified as compliant by Wink prior to the Delivery to System Operator for distribution, and shall bear any associated costs of such testing. Programmer is not responsible for any malfunction of the Interactive Wink Programs that can not be detected by adhering to the criteria in Attachment 1.

CONFIDENTIAL - PAGE 23


Programmer understands that failure to meet the above criteria could result in System Operator suspending the distribution of one or more Interactive Wink Programs until such time as all Interactive Wink Programs are certified by Wink to be in compliance.

4. DISTRIBUTION

Programmer hereby grants System Operator a non-exclusive license to distribute the Interactive Wink Programs delivered in the VBI or MPEG of Programmer's video signal.

Programmer agrees not to charge-System Operator fees associated with Interactive Wink Programs for the term of this Agreement. Likewise, System Operator agrees that no fees or charges will be due from carriage or retransmission of the Interactive Wink Programs as provided for hereunder.

Programmer will provide Wink written notice at least 30 days prior to discontinuing national transmission of all Interactive Wink Programs. Wink has agreed to provide such notices to System Operator, but System Operator agrees that Programmer has no liability or other obligations to System Operator, should Wink fail to do so.

It is a condition of System Operator's right to carry the Interactive Wink Programs that System Operator shall distribute Programmer's Interactive Wink Programs without modification, and that System Operator may not modify or enhance any VBI lines described in Exhibit A of the Charter. Programmer Affiliation Agreement between Programmer and Wink and amendments to same, as provided to System Operator. Programmer agrees that System Operator may copy the Interactive Wink Programs for simultaneous transmission in different encoding formats other than what Programmer currently uses including but not limited to, other VBI formats, out of band channels, and MPEG2 private data streams; provided such Interactive Wink Programs are presented together with the original corresponding video to System Operator's subscribers, and that such copying is done to enable System Operator's subscribers to properly receive and display the Interactive Wink Programs on their set top box or television set.

5. RESPONSE NETWORK

Programmer agrees to utilize the Wink Response Network for two-way Interactive Wink Programs. Programmer also agrees to use Wink Communication's standard scripts and guidelines to generates viewer responses to two-way Interactive Wink Programs.

6. MARKETING MATERIALS

System Operator may prepare marketing materials relating to the Interactive Wink Programs and may use Programmer's name, logo, and screen shots from the Interactive Wink Programs in such marketing materials, provided that such materials

CONFIDENTIAL - PAGE 24


are submitted to Programmer for review and written approval prior to distribution. Programmer agrees to use reasonable efforts to respond to such requests for approval in a timely fashion.

7. SCOPE

This Agreement does not interfere with or negate other Agreements between Programmer and System Operator. This Agreement represents all of the terms and conditions for Programmer providing Interactive Wink Programs. If Programmer fails to adhere to its' obligations in sections 3 and 5 of this Agreement, System Operator sole remedy shall be to decline carriage or retransmission of the Interactive Wink Programs. This Agreement may be updated from time to time only by express written consent of Programmer.

PROGRAMMER

By:

Name:

Title:

Date:

CONFIDENTIAL - PAGE 25


EXHIBIT D, ATTACHMENT 1: CRITERIA FOR COMPLIANT INTERACTIVE WINK PROGRAMS

- All Interactive Wink Programs must be registered and contain a unique universal ICAP code (UIC) prior to being broadcast.

- Registered Interactive Wink Programs have passed a standard set of tests which validate:

- that the Interactive Wink Programs can be delivered through the VBI, will arrive as appropriate, and can be decoded in the Wink engine.

- that the Interactive Wink Programs does not generate error messages.

- that the Interactive Wink Programs receives scheduled updates, if applicable.

- that the Interactive Wink Programs passes minimum acceptable latency standards.

- that the Interactive Wink Programs does not cause System Operator technical or operational problems.

- that the Interactive Wink Programs, if two-way, generates the appropriate routing address and usage data.

CONFIDENTIAL - PAGE 26


EXHIBIT E: EQUIPMENT TO BE PROVIDED BY WINK

- Sun Ultra server hardware, configured to support Wink Broadcast Server 2.x, two Ethernet LAN cards, dial-up modem for remote diagnostic use

- 3 Norpak TES-3 data insertion units with software module for 1 VBI line, one each for the main East Coast and West Coast feeds and one for in-house testing

- 2 GI CFT-2200 advanced analog cable set tops for development and test

ABC will provide cabling and Pentium PC running Windows 95 or Windows NT for the Broadcast Server User Interface, Wink Studio and Wink Server Studio. These applications may reside on one or several PCs, none of which need to be dedicated to the Wink software. Each PC must be connected to the Broadcast Server via an Ethernet LAN interface.

CONFIDENTIAL - PAGE 27


EXHIBIT F: WINK SOFTWARE AND SERVICES PRICING, SCHEDULE 2

Subject to the other terms and conditions of this agreement, this pricing is available to Programmer Owned Stations.

On-going annual fees are paid one twelfth each month, and are due the first of the month.

                                  ON-GOING             FIRST              YEARS 2-8
                                  OR ONE-               YEAR               PRICE/
                                 TIME COSTS            PRICE               NETWORK
                                 ----------           --------            --------
Broadcast Server                  On-going            $ 48,000            $ 48,000
Server Module                     On-going            Free                $ 12,000
Tech Support                      On-going            Free                $  6,000
SUBTOTAL                          ON-GOING            $ 48,000            $ 66,000

Server hardware                   One-time            $  9,500            N/A
Data Insert. Unit (1)             One-time            $  5,600            N/A
Set-top box, misc                 One-time            $    700            N/A
SUB-TOTAL                         ONE-TIME            $ 15,800            N/A

Installation and                  One-time            $ 15,000            N/A
integration (2)
Studio site license (5            One-time            Free                N/A
seats)
Server Studio site                One-time            Free                N/A
license (5 seats)
Studio/Server training            One-time            Free                N/A
(3x2days) (2)
SUBTOTAL                          ONE-TIME            $ 15,000            N/A

TOTAL                             BOTH                $ 78,800            $ 66,000

(1) One required per network. More than one VBI line per network requires an additional license from Norpak in the amount of $1,500/VBI line.

(2) Travel expenses are billed separately at cost.

Wink reserves the right to increase license fees annually after the first 12 months of the contract period by the percentage increase in the consumer price index (CPI) for goods and services for the prior 12 months. The above pricing for installation and integration covers all work necessary to enable scheduling and transmission of program enhancements based on Wink Studio templates.

OPTIONAL SERVICES

Automation Server Module                                                  $24,000 annual license
Custom interface work (ad insertion and traffic systems, etc.)            $1,000/day
Phone training and consulting beyond standard package                     $125/hr
Application development                                                   $2,500 min., $125/hr

CONFIDENTIAL - PAGE 28


EXHIBIT G: WINK SOFTWARE AND SERVICES PRICING, SCHEDULE 3

This pricing is subject to the terms of the Agreement, and is available to all Other Programmer Affiliates, and to programming Services in which Programmer or the Walt Disney Corporation owns at least a 20% stake. On-going annual fees are paid one twelfth each month, and are due the first of the month.

                                  ON-GOING             FIRST              YEARS 2-8
                                  OR ONE-               YEAR               PRICE/
                                 TIME COSTS            PRICE               NETWORK
                                 ----------           --------            --------
Broadcast Server                  On-going            $ 62,000            $ 62,000
Server Module                     On-going            $ 12,000            $ 12,000
Tech Support                      On-going            $  6,000            $  6,000
SUBTOTAL                          ON-GOING            $ 80,000            $ 80,000

Server hardware                   One-time            $  9,500            N/A
Data Insert. Unit (1)             One-time            $  5,600            N/A
Set top, misc                     One-time            $    700            N/A
SUB-TOTAL                         ONE-TIME            $ 15,800            N/A

Installation and                  One-time            $ 20,000            N/A
integration (2)
Studio site license (5            One-time            $  3,000            N/A
seats)
Server Studio site                One-time            $  5,000            N/A
license (5 seats)
Studio/Srvr training One-time                         $  6,000            N/A
(3x2days) (2)
Subtotal                          One-time            $ 39,000            N/A

TOTAL                             BOTH                $134,800            $ 80,000

(1) One required per network. More than one VBI line per network requires an additional license from Norpak in the amount of $1,500NBI line.

(2) Travel expenses are billed separately at cost.

Wink reserves the right to increase license fees annually after the first 12 months of the contract period by the percentage increase in the consumer price index (CPI) for goods and services for the prior 12 months. The above pricing for installation and integration covers all work necessary to enable scheduling and transmission of program enhancements based on Wink Studio templates.

OPTIONAL SERVICES

Automation Server Module                                                  $36,000 annual license
Custom interface work (ad insertion and traffic systems, etc.)            $1,000/day
Phone training and consulting beyond standard package                     $125/hr
Application development                                                   $2,500 min., $125/hr

CONFIDENTIAL - PAGE 29


EXHIBIT H: PERFORMANCE STANDARDS FOR WINK SOFTWARE AND SERVICES

The parties agree that Wink Software and Services must meet the following standards:

1) Programmer can create Interactive Wink Programs that adhere to Exhibit D, Attachment 1: "Criteria for Compliant Interactive Wink Programs" using Wink Studio and Wink Server Studio.

2) Programmer can schedule Interactive Wink Programs to be inserted into Programmer's analog video programming using the Wink Broadcast Server and the associated PC-based user interface programs provided by Wink.

3) Programmer can insert Interactive Wink Programs into Programmer's analog video programming using the Wink Broadcast Server, VBI data insertion units and other software hardware and services provided by Wink. Such insertion shall have no effect on the visible portion of the Programmer's video signal.

4) Programmer can parse Programmer's existing standard HTML content for use in Interactive Wink Programs using Wink Server Studio and standard LAN connections between the Wink Broadcast Server and the Programmer's web servers.

5) Programmer can create, schedule and insert Interactive Wink Programs that are capable of generating Wink Revenue Responses.

Subject to availability of a live connection to either two-way cable plant or other return path, and to System Operator's reasonable support and operational readiness, Wink can:

6) collect Wink Revenue Responses from viewer homes,

7) prepare aggregate reports of subscriber usage of the Interactive Wink Programs

8) forward Wink Revenue Responses to the party having registered the Interactive Wink Program with Wink's Response Center (subject to billing system interface or other means of capturing subscriber address and payment information).

CONFIDENTIAL - PAGE 30


EXHIBIT 10.7
CHARTER PROGRAMMER AFFILIATION AGREEMENT

THIS AGREEMENT is made as of the 23rd day of March 1999, (the "Effective Date") by and between Wink Communications, Inc., a California corporation ("Wink"), whose address is 1001 Marina Village Parkway, Alameda, CA 94501, and CBS Corporation, a Pennsylvania corporation ("Programmer"), whose principal business address is 51 West 52nd Street, New York, NY 10019.

1. THIS SECTION INTENTIONALLY LEFT BLANK

2. GRANT OF LICENSE

2.1 Wink hereby grants to Programmer the non-exclusive license to use Wink Studio, Server Studio, Wink Broadcast Server, Automation Server Module and Wink provided Server Modules version 2.0 and 2.x updates (hereinafter collectively referred to as "Wink Software") and to use any other Wink software necessary to create and deliver interactive program(s) (as demonstrated to Programmer prior to entering into this Agreement) which utilize the vertical blanking interval ('VBI") or an MPEG private data stream provided concurrently with the corresponding video signal and are compliant with the Wink interactive communications application protocol ("Interactive Wink Programs") to all Programmer viewers in the continental United States, Alaska, Hawaii, the US territories and possessions, including Puerto Rico, Canada, Bermuda, and on U.S. registered aircraft and vessels. Wink agrees to provide Programmer with a copy of the current specification for the interactive communications application protocol within one week of the Effective Date. Such specification shall be considered Confidential Information under this Agreement (as defined in section 13 below).

2.2 "Updates" shall mean updates containing error corrections or minor enhancements to the Wink Software created by or for Wink, and designated by a change in version number to the right of the decimal point. Updates do not include major enhancements to the Wink Software designated by changes in the version number to the left of the decimal point. Wink shall provide a license to all Updates at no charge to Programmer during the term of this Master Agreement and Programmer, in its sole discretion, shall have the option to utilize such Updates in providing Interactive Wink Programs to Programmer subscribers. "New Release" shall mean a major release of the Wink Software which occurs subsequent to the Effective Date, which contains significant new functionality and/or major enhancements, and which is designated by a change in the digit or digits to the left of the decimal point in the version number. Wink shall offer to Programmer a license to all New Releases created by Wink during the Term on terms that are as favorable or more favorable than the terms of any agreement Wink has entered into with other United States broadcast and cable networks, for the provision of the New Releases; provided, however, that in no event shall Programmer's decision not to license any New Release have

CONFIDENTIAL - PAGE 1


any impact whatsoever on the functionality of the current Wink Software or Programmer's ability to provide Interactive Wink Programs to Programmer viewers throughout the Term, and provided that Programmer shall be under no obligation to license or launch such New Releases. If a New Release has not been made available to other parties, Wink agrees to offer to Programmer a license to such New Release at a one-time fee equal to Wink's costs (on a Time and Materials basis) in developing and testing the New Release, which estimate shall be made by Wink and documented in writing to Programmer. In the event that actual costs of developing and testing any such New Release are lower than said estimated costs, Wink agrees to so notify Programmer and adjust the cost of such license accordingly. Wink warrants and represents that the definition of "New Releases" is at least as favorable to Programmer as that provided to any other broadcaster or cable programmer and that Wink did not include in any license of the Wink Software to any other broadcaster or cable programmer a license of any New Releases as part of the initial license consideration. Wink further agrees promptly to notify Programmer in writing should Wink agree in any future agreements or amendments to any more favorable terms and to immediately offer such terms to Programmer.

2.3 This License is not transferable, nor may any rights hereunder be transferred, assigned or sub-licensed in whole or in part by either party without the prior written consent of the other party, provided, however, that Programmer shall have the right to freely assign this Agreement to any entity acquiring all or substantially all of Programmer's assets. Wink agrees that Programmer shall have the right to assign this Agreement to any subsidiary or affiliated entity, provided that Programmer shall remain liable for the performance of all of its obligations hereunder. Wink agrees to provide notice to Programmer of any change of control of Wink in which any broadcast network gains a controlling interest in Wink. In such event, Programmer shall have the immediate right to terminate this Agreement without further obligation hereunder and Wink agrees to refund a pro-rated portion of any license fees or other charges paid by Programmer.

2.4 Programmer can only use the Wink software to provide Interactive Wink Programs with the video programming services listed in Exhibit A. Programmer must notify Wink in writing at least 30 days prior to commencing transmission of Interactive Wink Programs with a video programming service. Programmer agrees to provide notice to Wink of the technical information required by Exhibit A. Exhibit A, including the programming services enabled to insert Interactive Wink Programs in their video signal, may be amended from time to time by Programmer.

2.5 Wink hereby acknowledges that this Agreement is non-exclusive and in no way prohibits Programmer from entering into any agreement with third party providers for the same or similar services ("Other Providers") at any time during the Term hereof, including, without limitation, providers of software and/or

CONFIDENTIAL - PAGE 2


hardware enabling the creation and/or delivery of interactive enhancements to commercial cable subscriber households or other Programmer viewers. Wink represents and warrants that the installation and integration of the Wink Hardware and Wink Software into Programmer's facilities contemplated hereunder shall in no way prevent or inhibit Other Providers from using Programmer's facilities to create and deliver interactive enhancement programs.

3. TERM

3.1 The Term of this Agreement (the "Term") shall commence on the date of execution of this Agreement and terminate eight years after the first airing of Programmer's Interactive Wink Programs on the programming service listed as the First Programming Service in Exhibit A ("First Air Date"). The parties agree that the First Air Date shall be the first day that Programmer includes an Interactive Wink Program on a program airing the First Programming Service (as defined in Exhibit A), and transmits the signal on feeds intended to reach at least 70% of the television household in the United States, Broadcasts of Interactive Wink Programs to test transmission and reception reliability shall not qualify as the First Air Date.

3.2 The parties agree that Wink shall provide notice to Programmer that it has "enabled the system" as defined in paragraph 4.4 below. If Wink fails to "enable the system" within one hundred twenty (120) days of the Effective Date then subject to a sixty (60) day cure period, Programmer shall have the right to terminate this agreement without any further obligations (whether payment or otherwise) hereunder. In such event Wink shall refund any and all fees paid by Programmer.

3.2 The parties agree that Programmer may unilaterally terminate this Agreement on any of the following dates: eighteen (18) months from the earlier of First Air Date or 30 days from the Effective Date, forty two
(42) months from the earlier of the First Air Date or 30 days from the Effective Date, and sixty six (66) months from the earlier of First Air Date or 30 days from the Effective Date (each referred to as a "Termination Option Date"). Programmer must provide Wink with notice of Programmer's decision to terminate at least 30 days prior to the each Termination Option Date. If such notice is not provided in writing by this date, the applicable termination option shall have lapsed. Wink warrants and represents that no broadcast or cable programmer has a license agreement with Wink for Wink Software with a longer term or with more Termination Option Dates.

4. INTEGRATION AND PROGRAMMING; REVENUE PARTICIPATION; ADVERTISER AGREEMENTS

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4.1 Programmer agrees to ensure, except in the event of force majeure, or other customary program suspension or interruption, that the First Programming Service's Interactive Wink Programs are passed through to viewers unchanged by Programmer's owned stations ("Programmer Owned Stations "), to the extent (i) that Programmer Owned Stations clear the CBS Network programs carrying the Interactive Wink Programs; (ii) that such Owned Stations receive a network feed which includes the Interactive Wink Programs; (iii) that Interactive Wink Programs can be carried without signal degradation and without causing any other technical or operational incompatibility, interference or impairment; and (iv) that carriage is not inconsistent with any obligations or rights of such Programmer Owned Stations under contract, law or otherwise or will otherwise cause an adverse financial impact on Programmer. Programmer agrees to use its reasonable commercial efforts (which Wink hereby acknowledges does not include, in any event, the obligation to incur any costs, make any payments or to provide any other form of compensation) to encourage such passage by local affiliates with whom Programmer has an affiliation agreement and which are not owned by Programmer ("Other Programmer Affiliates"). Wink's sole remedy in the event Programmer does not fulfill its obligations hereunder will be to terminate this Agreement. Such notice of termination must be given in Writing 30 days before the effective date of termination and within the 30 days period Programmer shall have the opportunity to cure. In the event of such "cure" the notice will be deemed rescinded.

4.2 Wink agrees to; (i) "enable the system", (ii) ensure the reliable transmission of the Interactive Wink Programs, (iii) maintain all Wink Software and Wink Hardware (as defined below) and (iv) complete the tailoring and deployment of the Automation Server Module (as defined in section 4.5 below); all at the sole cost and expense of Wink. Programmer agrees to cooperate with Wink in connection with Wink's installation and maintenance responsibilities set forth above. Wink is responsible for providing all equipment (including taxes and freight) necessary to run the Wink Software and to enable insertion of Interactive Wink Programs into the primary East and West video signal feeds for the First Programming Service (as defined in Exhibit A), including but not limited to the equipment listed as "Wink Hardware" on Exhibit E ("Wink Hardware"), and with the exception that standard Microsoft Windows based PCs are to be provided by Programmer, as described in Exhibit E. Programmer agrees to pay Wink $27,000 upon delivery and acceptance of the equipment, and $25,000 upon acceptance of the installation of the Wink Software and having Wink "enabled the system". The parties agree that Wink shall be solely responsible for any additional software, hardware (including installation and integration) equipment and equipment related expense that exceeds this payment by Programmer (and other payments set forth in the attached Exhibits) and is required to meet Wink's obligations under this Agreement.

4.3 Programmer agrees to make at least two of its personnel available to complete Wink's basic training in the usage of Wink Software to develop and schedule

CONFIDENTIAL - PAGE 4


Interactive Wink Programs within sixty (60) days of the Effective Date of this Agreement. In addition, Wink agrees to provide an additional training day for such personnel within sixty (60) days prior to the schedule First Air Date. Wink agrees to provide such training at no charge to Programmer as defined in Exhibit C. Programmer agrees to assign a project coordinator who has completed the training referenced in this section to serve as a contact point for Wink, and to assign resources equivalent to a full time staff member to work exclusively on creating and scheduling Interactive Wink Programs within forty-five (45) days of the last party's execution of this Agreement.

4.4 Programmer agrees to use its reasonable efforts to commence transmission of Interactive Wink Programs on the First Programming Service on the later of one hundred twenty (120) days after the Effective Date and forty-five (45) days after Wink has "enabled the system". Wink shall have "enabled the system" upon the last to occur of the following: (i) successful installation and integration at Programmer's facility of all Wink Software and Wink Hardware necessary to produce and deliver Interactive Wink Programs to commercial cable subscriber households, without signal degradation and without causing any other technical or operational incompatibility, interference, or impairment, (ii) satisfactory completion of testing of all Wink Software and Wink Hardware, to be performed by Wink subsequent to installation and integration of Wink Software and Wink Hardware into Programmer facilities, (iii) training of Programmer personnel in the use and operation of Wink Software and Wink Hardware, and (iv) reception capacity by commercial cable subscriber households. Programmer agrees to use reasonable efforts to identify video programming for which Interactive Wink Programs can be developed and broadcast and to facilitate demonstrations and presentations by Wink staff to appropriate executives selected by Programmer from its major programming departments.

4.5 Programmer agrees to cooperate with Wink in tailoring and deployment of a Wink Server Module specific to Wink's Programmer which would enable the automatic suspension of program enhancements during advertising breaks and the automatic triggering of the insertion of Interactive Wink Programs related to ads on the First Programming Service ("Automation Server Module" or "ASM"). The parties agree that Wink is solely responsible for the tailoring of the Automation Server Module, and that Programmer's obligations under this agreement are solely to make technical staff and documentation readily available to Wink for the specification, development and integration of such module into Programmer's operations. Once Wink has delivered a functional Automation Server Module, Programmer agrees to use reasonable efforts (at no cost to Programmer) to test the airing of Interactive Wink Programs related to advertisements bought by third party advertisers.

4.6 Wink agrees to provide software to enable Programmer to parse Programmer's existing HTML content for use in Wink applications. The software used to author such parsing routines is referred to as "Wink Server Studio", and the

CONFIDENTIAL - PAGE 5


software used to execute such parsing routines on the Wink Broadcast Server is referred to as the "Wink Server Module" throughout this Agreement.

4.7 For purposes of this Agreement, the following definitions shall apply:

(a) A "Wink-enabled Viewer" is any television viewer which is able to receive and interact with Interactive Wink Programs.

(b) A "Wink Response" is any response data generated by a Wink-enabled Viewer when using an Interactive Wink Program and collected electronically by Wink.

(c) A "Wink Revenue Response" is a Wink Response in which the Wink- enabled Viewer request products or services through the Interactive Wink Program, whether such products and services are provided at no charge to the Wink-enabled Viewer or require payment by the Wink-enabled Viewer, and where the fulfillment of that request requires the release of Wink-enabled Viewer specific information, such as name and address. Commencing on the First Air Date and throughout the remainder of the Term, Wink shall, no later than Wednesday of each week, provide to Programmer standard weekly reporting, at no charge to Programmer, of all Wink Responses generated by Interactive Wink Programs aired on Programmer's networks or affiliates during the previous week. Programmer accepts Wink's terms for all other reporting regarding Wink Responses, as defined in Exhibit B. Wink warrants and represents that Exhibit B and each and all of its terms are as favorable or more favorable than the terms of any agreement relating to the licensing of Wink software Wink has entered into with other United States programmer. Wink further agrees to promptly notify Programmer in writing, should Wink decide to enter into new agreements or amend existing agreements with any United States programmer to include one or more more favorable terms than those defined in Exhibit B and to immediately offer such terms to Programmer. Wink agrees to provide all reports described above in hard copy or electronic form, per Programmer's instructions. All Wink Revenue Responses and Wink Responses shall be undertaken by Wink or its agents in accordance with applicable law, including, without limitation, truth in advertising and customer privacy laws. In addition, Wink agrees that it will correctly route all Wink Revenue Responses and all attendant information on a timely basis in accordance with the instructions of the entity sponsoring the enhancement and agrees to indemnify and hold Programmer harmless from and against any claims arising out of any breach or alleged breach of that obligation.

Upon no less than two (2) weeks notice to Wink, Programmer shall have the right to appoint a third party auditor, who shall be permitted, during regular business hours, to inspect all of Wink's books and records, whether electronic or otherwise, relating to Wink Responses, Wink Revenue Responses, and all other revenues generated by Wink's Data Center from Interactive Wink Programs sourced to Programmer under this Agreement. Programmer shall

CONFIDENTIAL - PAGE 6


also have the right to audit all "most favored nations provisions" hereunder, provided that Programmer shall require that its auditors shall not disclose any terms of Wink's agreements with other broadcast and cable programmers to Programmer, except when directly related to the most favored nations clauses in this Agreement and then only in a form that does not identify by name the holder of such more favorable term.

4.8 During the Term of this Master Agreement, Wink shall pay to Programmer, on a monthly basis, [ * ] percent of Attributable Revenue. Attributable Revenue shall be defined as the gross fees earned by Wink directly sourced to Interactive Wink Programs airing on the First Programming Service, including, without limitation, Wink Revenue Responses and Wink Response fees and fees from third party reports (less only amounts refunded or credited for return), regardless of whether such Interactive Wink Programs are paid for or sponsored by a third party or Programmer. Wink warrants and represents that the definition of Attributable Revenue (i.e. the revenue base) is as beneficial to Programmer as any definition which Wink has provided to any other entity for purposes of calculating revenue share for such entity. Wink further warrants and represents that if it enters into any agreements or amendments offering a more favorable revenue base definition, it will notify Programmer and Programmer shall have the right to substitute that definition for the definition hereunder. Such payments will be made within thirty (30) days of the end of each month, and will be accompanied by a detailed report showing Wink Revenue Responses by Interactive Wink Programs, and all revenues generated by Wink's Data Center from all Wink Revenue Responses generated by Interactive Wink Program aired on the First Programming Service (and any other revenues for which Wink is obligated to share revenue with Programmer according to this Agreement) . Past due payments shall bear interest at a rate equal to the lesser of (i) one and one-half percent (11/2%) per month or (ii) the maximum legal rate permitted under law, and Wink shall be liable for all reasonable costs and expenses (including, without limitation, reasonable court costs and attorneys' fees) incurred by Programmer in collecting any past due payments. Programmer agrees that no interest shall be due if the parties have a bona fide dispute over payments. In the event Wink offers a revenue sharing arrangement to any other programmer relating to distribution of Interactive Wink Programs on platforms other than an over-the-air broadcast network, Wink will offer such arrangement to Programmer for any Programming Service hereunder distributed on similar platforms.

4.9 Beginning within 14 days on the First Air Date, Programmer agrees to use reasonable efforts to enhance at least ten (10) hours a week of programming broadcast by the First Programming Service with Interactive Wink Programs and to offer the "Enhanced Programming" to distribution outlets that reach in the aggregate at least 70% of the television households in the United States


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL - PAGE 7


(the "Programming Commitment"). "Enhanced Programming" shall be defined as programming which includes Interactive Wink Program(s) in the First Programming Service's VBI or an MPEG private data stream concurrently with the corresponding signal for the programming. Enhanced Programming shall count toward fulfillment of the Programming Commitment based on the broadcast time of the "Enhanced Programming". Wink hereby acknowledges that the Programming Commitment is subject to the following: (i) Any Programmer agreements affected by or otherwise limiting Programmer's opportunities and/or ability to fulfill the Programming Commitment including, without limitation, agreements with advertisers, licensors, affiliates, cable system operators and/or other transmitters or re-transmitters of Programmer's signal (ii) all collective bargaining agreements to which Programmer is a party and
(iii) all laws and/or regulations pertaining to any performance of the obligations contemplated under this Agreement (subsections (i) - (iii) above are collectively referred to herein as the "Restrictive Obligations")In the event that the Restrictive Obligations render fulfillment of the Programming Commitment unreasonable or impracticable (e.g. the available hours of programming in which to deliver the Interactive Wink Programs are substantially reduced), the Programming Commitment shall be reduced accordingly to the number of hours per week that is reasonable ("Revised Programming Commitment") and Programmer shall be obligated to use reasonable efforts to broadcast Interactive Wink Programs on the First Programming Service according to the Revised Programming Commitment. Programmer has the sole right to select, in its sole discretion, the programs to be enhanced toward fulfillment of the Programming Commitment. Fulfillment of the Programming Commitment shall be measured by determining at the end of each calendar month the average weekly broadcast time of Enhanced Programming over the previous eight
(8) weeks. It is understood and agreed that if Programmer has offered the Enhanced Programming as set forth herein and has otherwise adhered to its obligations in Paragraph 4.1, Programmer will have fulfilled its obligations hereunder even if the Interactive Wink Programs are not actually broadcast (or transmitted) by these media outlets or distributors. Programmer has the sole and absolute control and approval of the Interactive Wink Programs, including, without limitation, the content, nature, form, scope and placement of the Interactive Wink Programs, and may suspend any individual Interactive Wink Program at any time and for any reason. Interactive Wink Programs for cable programming services must be related to the content, nature and intended audience of the video programming with which they are broadcast. Wink's sole remedy in the event Programmer does not meet the foregoing Programming Commitment Will be to terminate this Agreement. Such notice of termination must be given in writing 30 days before the effective date of termination and within the 30 day notice period, Programmer will have the opportunity to cure by distributing sufficient Enhanced Programming to reach the minimum requirement. In the event of such "cure", the termination notice will be deemed rescinded.

CONFIDENTIAL - PAGE 8


4.10    Programmer is responsible for payment of third party fees and royalties
        arising out of the content of the Interactive Wink Programs aired by
        Programmer, including but not limited to fees and royalties owed to
        studios, on-air and other talent, news and sports data providers and
        professional and college sports leagues or teams. Wink shall be
        responsible for all third party fees and royalties arising out of
        Programmer's use of the Wink Hardware and/or Software, excluding such
        fees and royalties owed by Programmer hereunder.

4.11    The parties agree that the Interactive Wink Programs will require
        bandwidth equivalent to both fields of one dedicated line of VBI on each
        programming service. Programmer may elect to use additional VBI lines in
        its sole discretion. Programmer has the right, without limiting its
        rights or remedies, immediately to suspend its obligations (including
        without limitation payment obligations and the Programming Commitment)
        and to terminate this Agreement if Programmer's Interactive Wink
        Programs cause any degradation in Programmer's (or any transmitter's or
        retransmitter's) video signal quality, or cause any other technical or
        operational incompatibility, impairment or interference. Programmer
        agrees that such termination shall be subject to the thirty (30) day
        cure period defined in section 14.1 below.

4.12.   Wink agrees that Programmer shall own all rights (including copyright)
        in any Interactive Wink Programs created by Programmer, with or without
        the assistance of Wink staff members. Wink agrees that Programmer may
        license Interactive Wink Programs (or derivatives thereof) that
        Programmer creates to third parties on any terms that the Programmer and
        the third party can mutually agree upon. Programmer can not sub-license
        Wink Software, or act as an agent for Wink.

4.13.   Wink acknowledges and agrees [*] for purposes of airing Interactive Wink
        Programs with such advertiser's video advertising on the First
        Programming Service or any other Programmer owned programming service
        opting to exercise its rights hereunder to license Wink Software ("Other
        Licensors"). The parties agree that Wink shall provide Programmer and
        Other Licensors with a standard agreement for collection, aggregation
        and reporting of Wink Responses to advertiser's Interactive Wink
        Programs for use in representing Wink's terms to advertiser's, and that
        the terms of such agreement shall be as favorable to Programmer's and
        Other Licensor's advertiser as those provided to any other advertiser or
        broadcast and cable network representing Wink terms for collection,
        aggregation and reporting of Wink Responses to their advertisers. Wink
        has provided a copy of the current standard advertiser agreement,
        attached hereto as Exhibit I. Wink further agrees to promptly notify
        Programmer in writing, should Wink decide to enter into new agreements
        or amend existing agreements with any United States advertiser to
        include more favorable terms, and to immediately offer Programmer's
        advertisers such more favorable terms.

        Without limiting the foregoing, Wink acknowledges and agrees that it has
        not and will not during the Term of this Agreement enter into any
        agreements with any advertiser containing any provision which (i)
        establishes any pricing structure for any Interactive Wink Programs that
        adjusts pricing based on identity or performance (demographic or
        otherwise) of broadcaster, telecaster, or on anticipated or actual
        performance (demographic or otherwise) of any programming containing
        Wink enhanced commercials; (ii) establishes any pricing discounts or
        adjustments for any enhanced advertisements, which discounts/adjustments
        are applicable only to enhancements being telecast on a particular
        video programming service (e.g. establishes one price for Wink
        Transactions on First Programming Service based on advertiser's
        transaction volume on the First Programming Service and another price
        for Wink Transactions on another broadcaster/telecaster); and/or (iii)
        prohibits (or otherwise impairs or hinders) advertiser from enhancing,
        or otherwise adding any interactive elements to, its commercials through
        use of any third party software, hardware, or equipment.

        With respect to any enhanced commercials aired by Programmer and paid
        for by advertisers who have entered into agreements with Wink which
        provide for any [*] pricing (i.e. any Wink transaction fees other than
        those set forth in Exhibit A to Exhibit I), Wink agrees that for each
        such enhanced commercial it will nevertheless impute to the Attributable
        Revenue (from which Programmer receives its [*] share) an amount equal
        [*]. Wink further agrees that for any "Special Programming" (as defined
        hereinbelow), provided Programmer has furnished to Wink at least [*]
        days notice, Programmer shall have the right to contract exclusively and
        directly with an advertiser regarding transaction fees for commercial
        enhancements in such Special Programming. In such event, Wink will
        assign a unique identifier to enhancements in the Special Programming.
        In such event, Programmer will bill advertiser for and collect all
        transaction fees at the agreed upon rate between advertiser and First
        Programming Service and will remit to Wink the applicable Wink
        transaction fees otherwise owed by such advertiser (but in no event more
        than the then current uniformly applied standard advertiser price
        structure, the current version of which is set forth in Exhibit A to
        Exhibit I). In such event, Wink will furnish to Programmer all necessary
        information regarding the advertiser transaction volume sourced to such
        Special Programming. "Special Programming" shall be defined as any
        programming being broadcast by First Programming Service which First
        Programming Service determines to be appropriate for enhanced or premium
        transaction fee pricing, based on the anticipated performance of the
        programming, the unique nature of the programming and/or any unique
        value created for one or more advertiser(s) in such programming (e.g.
        event programming). If Programmer exercises its Special Programming
        option above, it will reimburse Wink (on a time and materials basis
        only) for Wink's verifiable direct, out-of-pocket incremental costs
        incurred to separately invoice and aggregate data to enable such direct
        billing between Programmer and advertiser.

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

* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL - PAGE 9


[*]
* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL - PAGE 10


5. RATES, DEPLOYMENT AND OTHER PROGRAMMING SERVICES

5.1 Programmer and Wink each agree to remit the license fees and other payments under this Agreement on a timely basis, on or before the 30th day following each month of the Term.

5.2 Programmer agrees to provide the Interactive Wink Programs to any multi-channel video operator in the United States or Canada with whom Programmer then has an agreement for carriage or re-transmission of the First Programming Service's video programming as carried by Programmer's Owned Stations ("System Operators"), to the extent that the terms of such carriage or retransmission are not inconsistent with this Agreement, but only if, in so doing, Programmer is not subject to any additional obligations under any such agreements. Programmer shall not be required to contest in any legal proceeding or otherwise a determination by a System Operator that it is not required to pass through to its subscribers Wink Interactive Programs carried by any Programmer Owned Stations.

5.3 Programmer may choose to utilize other products and services of Wink not quoted elsewhere in this Agreement from time to time. These services will be extended by Wink to Programmer at the lower of the then prevailing retail rate and the lowest rate offered any programmer for the same products and services.

5.4 Wink agrees to extend the following license rights to programming entities which are owned by Programmer or affiliated with the First Programming Service:

(a) Programmer can elect to license the Wink Software for Programmer Owned Stations at any time during the Term, subject to the license and other fees in Exhibit F, and acknowledging that such license terms are subject to a 10-hour "Programming Commitment" per week (as defined in 4.9 above) for Interactive Wink Programs. Programmer acknowledges and agrees that the equipment, installation and integration charges will be invoiced to Programmer on a time and material basis for Wink's verifiable, direct, out-of-pocket costs, not to exceed the amount set forth in Exhibit F. Notwithstanding the foregoing, if Programmer elects instead to provide any equipment or to use its appropriately trained personnel to install and integrate the applicable Wink system, then the one-time equipment, installation and integration charges will be reduced accordingly.

CONFIDENTIAL - PAGE 11


(b) Programmer can elect to license the Wink Software for its cable programming services at any time during the Term, subject to the license and other fees in Exhibit G, and acknowledging that such license terms are subject to a 10-hour "Programming Commitment" per week (as defined in 4.9 above) for Interactive Wink Programs and to the execution of Exhibit D. Notwithstanding the foregoing, Wink has agreed that, with respect to Country Music Television, if it elects to become Wink enhanced and provided Wink's agreement with the The Nashville Network is still in effect, Wink will (a) provide all licenses of software free of charge for a one-year period; and (b) will install and integrate the system on a time and materials basis for Wink's verifiable, direct, out-of-pocket costs not to exceed $16,000.

(c) [*]

(d) Wink agrees to offer a license of Wink Software to any Other Programmer Affiliate at prices no less favorable then those contained in Exhibit H1, provided however that such license terms shall be subject to a commitment to air Interactive Wink Programs for at least 10 'hours of programming per week. Wink acknowledges that Programmer has no authority to and does not hereby make any commitments on behalf of Other Programmer Affiliates. At Programmer's request, Wink agrees to train Programmer's personnel to enable Programmer to install and integrate Wink Software and Hardware and thereby reduce otherwise applicable installation and integration fees. Programmer also understands and accepts that Wink is not obligated under this Agreement to provide the transaction revenue share offered to Programmer in section 4.8 to any programming service other than the First Programming Service.


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL - PAGE 12


Except as noted above, if Programmer elects to exercise its right to license Wink Software and Hardware for any of its Owned Stations or its cable programming services all terms and conditions of this Agreement which are applicable to a programming service of such nature shall apply.

6. PAYMENT TERMS

6.1 Wink will send invoices for all payments due hereunder, 30 days in advance of the due date. Wink's failure, for any reason, to send an invoice for a particular monthly payment due in years two through eight of the Term for the Broadcast Server, Server Module Engine, Automation Server Module or Tech Support shall not relieve Programmer of its obligation to make these payments in a timely manner consistent with the terms of this Agreement. Failure by Programmer to make such payments in the absence of an invoice shall not be considered a material breach under this Agreement. Past due payments shall bear interest at a rate equal to the lesser of (i) one and one-half percent (1 1/2%) per month or (ii) the maximum legal rate permitted under law, and Programmer shall be liable for all reasonable costs and expenses (including, without limitation, reasonable court costs and attorneys' fees) incurred by Wink in collecting any past due payments. Wink agrees that no interest shall be due if the parties have a bona fide dispute over payments.

7. PROMOTION AND RESEARCH

7.1 The parties agree to use good faith efforts to issue a joint press release after execution of this agreement subject to written approval by both parties announcing this Agreement within fourteen (14) days of the Effective Date of this Agreement. Wink shall be solely responsible for providing a draft for Programmer's review on a timely basis.

7.2 Wink agrees to provide Programmer with notice within 30 days of new System Operators having enabled their subscribers to receive Programmer's Interactive Wink Programs. Wink further agrees to immediately notify Programmer as to the first day subscribers in Wink's first five (5) cable systems are able to receive Programmer's Interactive Wink Programs.

7.3 Subject to the approvals of 7.4: Wink agrees to promote and feature Programmer's Interactive Wink Programs as prominently as any other programming service in Wink's promotion, advertisements and/or marketing materials (in any and all media), during meetings with cable operators and the press, and during industry trade shows. Wink will also use reasonable efforts to assist Programmer in achieving its marketing objectives in materials prepared by third parties, such as equipment manufacturers, retailers and cable operators. At its election, Programmer shall have the right to promote its participation as a charter Wink programmer to cable operators, and upon

CONFIDENTIAL - PAGE 13


written approval to serve as a press reference for Wink during the effective term of the agreement.

7.4 Wink, equipment manufacturers, retailers and System Operators may prepare marketing materials relating to the Interactive Wink Programs and may use Programmer's name, logo and screen shots (collectively, "Programmer's Marks") from the Interactive Wink Programs. Programmer, the Programming Services, Programmer Owned Stations and Other Programmer Affiliates may use and authorize the use of Wink's name, logo and related elements (collectively Wink's Marks") in the production and distribution of Interactive Wink Programs and in advertising and publicity therefor. Each party must submit materials containing the other's Marks to the other party for review and written approval prior to distribution. The other party agrees to use reasonable efforts to respond promptly to such requests for approval, and retains sole discretion over such approvals, if any. Wink hereby acknowledges that Programmer is the sole owner of all right, title and interest in and to the Programmer's Marks and any marks, notices or designations utilized by Programmer in connection with Programmer's business, and that no rights or ownership are intended to be or shall be transferred to Wink. All uses of the Programmer's Marks shall inure to the benefit of Programmer. Upon any expiration or termination of this Agreement, Wink shall delete and discontinue all use of the Programmer's Marks. At no time during or after the term of this Agreement shall Wink challenge or assist others to challenge the Programmer's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Programmer's Marks. Likewise, Programmer hereby acknowledges that Wink is the sole owner of all right, title and interest in and to the Wink's Marks and any marks, notices or designations utilized by Wink in connection with Wink's business, and that no rights or ownership are intended to be or shall be transferred to Programmer. All uses of the Wink's Marks shall inure to the benefit of Wink. Upon any expiration or termination of this Agreement, Programmer shall delete and discontinue all use of the Wink's Marks. At no time during or after the term of this Agreement shall Programmer challenge or assist others to challenge the Wink's Marks or the registration thereof or attempt to assist another in the attempt to register any trademarks, marks or similar rights for marks the same as or confusingly similar to the Wink's Marks.

7.5 Programmer understands and accepts that Wink will be providing reports on Wink Responses to the Interactive Wink Programs to System Operator(s) for Wink Responses that originate from System Operator's subscribers, to equipment manufacturers for Wink Responses that originate from Wink- enabled equipment sold by such manufacturers, and to advertisers and other parties, authorized by Programmer, for Wink Responses that originate from Interactive Wink Programs paid for or sponsored by such parties (collectively, the "Recipients"). Such reports to Recipients shall be restricted to aggregate

CONFIDENTIAL - PAGE 14


reports about Wink Responses, and detailed reports on individual Wink Revenue Responses, which shall only be forwarded to the Recipient fulfilling such viewer requests, or such party's designated agent. Wink agrees that reports providing specific data regarding viewer responses to, usage of, and/or exposure to Programmer's Interactive Wink Programs, including data on Wink viewer responses to advertising on Programmer owned or affiliated programming services, will not be made available, except in aggregated form that does not identify Programmer or specific Programmer viewer data, to any third party except Recipients pursuant to this paragraph. Wink acknowledges and agrees that any reports provided to Recipients or other third parties must adhere to applicable consumer privacy laws. Information regarding the nature of Winks Responses or the Wink Viewers shall not be used for any other purpose without the express consent of Programmer. Notwithstanding the foregoing, Wink agrees that it shall not include in any of its standard and/or customized reports any information other than raw data, including aggregate and accumulated data, program ratings, demographic data, the number of applicable Wink viewers and other similar "objective" data. [ * ]

8. WARRANTY

8.1 Wink hereby represents and warrants to Programmer that the Wink Software and Wink Hardware (and subsequent revisions and upgrades to same provided by Wink to Programmer) will operate and perform in accordance with all published specifications with respect thereto (e.g. Wink's published specifications for the Interactive Communications Application Protocol, as updated by Wink, and Wink's then current documentation and manuals), in accordance with the criteria defined in Exhibit H2 and as demonstrated to Programmer prior to this Agreement. Wink also represents and warrants that as of this signing of this Agreement, Wink is not aware of any claims against Wink's patents, copyrights or other intellectual property, except for the "Berman" claim. Wink further represents that the Wink Software (and subsequent revisions and upgrades to same provided by Wink to Programmer) is Year 2000 compliant.

8.2 Wink hereby warrants and represents that the terms contained herein for licensing of Wink software, provision of Wink services (excluding one-time deployment charges), sharing of Wink's revenues and for Programmer's commitment for Interactive Wink Programs, including without limitation the terms of Exhibits B and C, (collectively, the "Major Provisions") are as favorable to Programmer as any other agreement Wink has entered into with other broadcast and cable programming entities. Wink further agrees to promptly notify Programmer in writing, should Wink decide to enter into new agreements or amend existing agreements with any United States programmer to include more favorable Major Provisions. Programmer shall have the right during the


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL - PAGE 15


next 60 days after its receipt of said notice to assume such new Major Provisions in their entirety, effective as of the date such Major Provisions were first agreed to with another Programmer, and amend this Agreement accordingly. Wink acknowledges and agrees that to obtain the benefits of such new Major Provisions, Programmer shall only be required to meet those terms relating to comparable Programmer assets. If Programmer has no comparable assets, Wink agrees to negotiate in good faith to determine if other' Programmer assets could be substituted to allow Programmer to benefit from the terms related to such un-comparable assets.

8.3 Wink warrants and represents that the terms and conditions in Exhibit D are as favorable to Programmer as any agreement Wink has caused or allowed other cable programmers to enter into with System Operators. If Wink causes or allows any other cable programmer to enter into an agreement with any System Operator on terms and conditions more favorable to the programmer than those enumerated in Exhibit D, Wink will notify Programmer to that effect and Programmer then will have the right during the next 60 days after its receipt of said notice to assume such more favorable terms and amend Exhibit D accordingly.

8.4 Wink hereby warrants and represents that the terms contained herein for licensing of Wink software, provision of Wink services and equipment, and the Programmer Owned Stations' commitment for Interactive Wink Programs, including without limitation the terms of Exhibit F, (collectively, "Owned Stations' Major Provisions") are as favorable as any other similar agreement Wink has entered into with other broadcast programming entities for their owned and affiliated stations. Wink further agrees to promptly notify Programmer in writing, should Wink decide to enter into new agreements or amend existing agreements with any United States broadcast network to include more favorable Owned Stations' Major Provisions for such network's owned stations. Programmer shall have the right during the next 60 days after its receipt of said notice to assume such Owned Stations' Major Provisions in their entirety, effective as of the date such Owned Stations' Major Provisions were first agreed to with another broadcast programming entity, and amend this Agreement accordingly.

8.5 [*]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL - PAGE 16


Section 13 - Confidentiality
Section 14 - Termination

[*]

9. INDEMNIFICATION

9.1 Wink will indemnify and hold harmless Programmer, its parent and subsidiary companies and Programmer's affiliated television stations carrying Interactive Wink Programs and each of their respective employees, directors, agents, and other representatives against any and all claims, causes of action, damages and all other related expenses arising out of the breach or alleged breach of any of Wink's representations and warranties or any of Wink's other obligations stated herein or the use of any software, technology or equipment provided by Wink to Programmer hereunder (including without limitation the Wink Software and Hardware), or any of Wink's other business activities directly related to Programmer or this Agreement. Notwithstanding the above, the parties agree that Wink is specifically not liable or obligated to indemnify Programmer or other parties for:

(a) any and all expenses arising out of claims or causes of action related to the content, nature or form of the Interactive Wink Programs.

(b) any and all expenses arising out of claims or causes of action in which it is alleged that the Interactive Wink Programs created a malfunction or other technical problem on a Wink-enabled television set or multi-channel set top receiver, but only to the extent that the malfunction or problem is caused by Programmer's negligent testing of such Interactive Wink Programs or other negligent failure to adhere to Wink's standard Criteria for Compliant Interactive Wink Programs, as defined in Exhibit D, Attachment 1.

9.2 Programmer will indemnify and hold harmless Wink, its parent and subsidiary companies and their respective employees, directors, agents, other representatives against any and all claims, causes of action, damages and all other related expenses arising out of the breach or alleged breach of any of its representations and warranties or any of its other obligations stated herein, or any of Programmer's other business activities directly related to Wink or this Agreement.


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL - PAGE 17


9.3. In any case in which indemnification is sought hereunder, the party seeking indemnification shall promptly notify the other in writing of any claim or litigation to which the indemnification relates and the party seeking indemnification shall afford the other party the opportunity to participate in and, at the other party's option, fully control any compromise, settlement, litigation or other resolution or disposition of such claim or litigation. Notwithstanding the foregoing, the indemnified party shall have the right, with respect to any claim or litigation, to retain its own counsel (in addition to counsel retained by the indemnifying party on the indemnified party's behalf), at its own expense, and counsel for the indemnified party shall cooperate fully with the counsel of the indemnified party. Nothing contained herein shall give the indemnifying party any right, as part of any compromise or settlement, to impose any obligations upon the indemnified party.

9.4. Wink shall, at its expense, use best efforts to obtain and maintain for such length of time as is necessary to cover any and all claims arising in connection with this Agreement, the following insurance policies acceptable to Programmer: Comprehensive General Liability, including, without limitation, contractual, product and completed operations insurance, having a combined single limit (contractual and property damage) of at least [ * ]; and Professional Liability Insurance, specifically insuring against any claims, causes of action, damages and all other related expenses arising pursuant to paragraph 9.1 of this Agreement, having a combined single limit (contractual and property damage) of at least [ * ]. Each of the policies required herein shall include a provision requiring the insurance company to give Programmer prompt notice, of at least 30 days, of any revision, modification or cancellation thereof. No revision, modification or cancellation of such policies which may affect Programmer's rights hereunder shall be made by Wink without first obtaining the prior written approval of Programmer. Promptly after securing such policies, Wink shall furnish Programmer with copies of the certificates of insurance and, at Programmer's request, copies of the insurance policies. CBS Corporation and CBS Broadcasting Inc. shall be included as additional insureds in all policies of insurance (except Workers' Compensation) obtained by Wink in compliance with this paragraph and all such insurance shall be primary and not contributing with any similar insurance in effect in the name of and for the benefit of CBS Broadcasting Inc. or CBS Corporation. Wink further agrees to maintain Workers' Compensation and Employer's Liability Insurance according to the requirements of California State Law.

10. NOTICES

All notices, statements, and other communications given hereunder shall be in writing and shall be delivered by facsimile transmission, personal delivery, certified mail, return receipt requested, or by next day express delivery.


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL - PAGE 18


addressed, to the addresses provided in the first paragraph of this Agreement, and to the attention of:

if to Wink:

Senior Vice President, Programming

with a copy to:
Chief Financial Officer

If to Programmer: Chief Financial Officer with a copy to: General Counsel

The date of such facsimile transmission, telegraphing or personal delivery or the next day if by express delivery, or the date three (3) days after mailing, shall be deemed the date on which such notice is given and effective.

11. WINK SOFTWARE All rights, title and interest in and to the Wink Software or other rights, of whatever nature, related thereto shall remain the property of Wink.

12. REPRESENTATION

12.1    Wink represents and warrants to Programmer that (i) it is a corporation
        duly organized and validly existing under the laws of the State of
        California; (ii) Wink has the corporate power and authority to enter
        into this Agreement and to fully perform its obligations hereunder (iii)
        Wink is under no contractual or other legal obligation which in any way
        interferes with its ability to fully, promptly and completely perform
        hereunder; (iv) it has all rights necessary to grant the licenses and
        rights granted hereunder; and (v) Programmer's exercise of its license
        and rights hereunder will not infringe upon the rights of any third
        party entity(ies).

12.2    Programmer represents and warrants to Wink that (i) Programmer is a
        corporation duly organized and validly existing under the laws of the
        State of Pennsylvania; (ii) Programmer has the requisite power and
        authority to enter in this Agreement and to fully perform its
        obligations hereunder; and (iii) Programmer is under no contractual or
        other legal obligation which in any way interferes with its ability to
        fully, promptly and completely perform hereunder.

13.     CONFIDENTIALITY

13.1    Each party agrees that it will not use, except in the performance of its
        obligations under this Agreement, and will not disclose or give to
        others, any of the other party's Confidential Information (as defined
        below). Without limiting the generality of the foregoing, each party
        will (i) restrict the disclosure of the

CONFIDENTIAL - PAGE 19


other party's Confidential Information to those of its employees who require such information for purposes of performing its obligations hereunder, (ii) inform each such employee of the confidential nature of the information disclosed, (iii) prevent the use or disclosure by its employees of such Confidential Information, except as provided herein, and (iv) promptly notify the other .party of any use or disclosure of the Confidential Information, whether intentional or not, which violates the provisions of this Paragraph 13. For purposes of this Agreement, the term "Confidential Information" means all technical, business and other information disclosed by one party to the other that derives economic value, actual or potential, from not being generally known to other persons, including, without limitation, technical and nontechnical data, devices, methods, techniques, drawings, processes, computer programs, algorithms, methods of operation, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers. "Confidential Information" does not include information which does not constitute a trade secret under applicable law after the second anniversary date of the expiration of this Agreement. Also, "Confidential Information" shall not include information which, (a) is or becomes publicly known through no act or failure to act on the part of the recipient, (b) was rightfully in the recipient's possession prior to disclosure by the disclosing party, (c) becomes rightfully known to the recipient from a third party not subject to any independent confidential or proprietary restriction, (d) is approved by the disclosing party for disclosure without restriction, in a written document that is signed by a duly authorized officer of that party, (e) is disclosed after the termination of the recipient's duty of confidentiality as specified herein or (f) is or was developed independently by the recipient without use of or reference to any of the Confidential Information and without violation of any confidentiality restriction. The parties agree to keep the terms of this Agreement confidential, but acknowledge that certain disclosures may be required by law. Programmer understands and acknowledges that Wink may provide copies of Exhibits A and D to System Operators.

14. TERMINATION

14.1    Except as otherwise provided herein, neither Programmer nor Wink may
        terminate this Agreement except upon thirty (30) days prior written
        notice and then only if the other has made a misrepresentation herein or
        breaches any of its material obligations hereunder and such
        misrepresentation or breach (which shall be specified in such notice) is
        not or cannot be cured within thirty (30) days of such notice. The
        parties agree that Wink's failure to perform materially any services or
        provide any technology or equipment in accordance with this Agreement
        shall be considered a material breach. The parties also agree that
        failure by Programmer to make timely payments of license fees and other
        fees due Wink under this Agreement, and failure by Wink to make timely
        payments of Programmer's share of Wink's Attributable Revenue shall be
        considered material breaches, and that the terminating party's
        termination of this

CONFIDENTIAL - PAGE 20


        Agreement shall be without prejudice to any other remedies the
        terminating party may have, including, without limitation, all remedies
        with respect to the unperformed balance of this Agreement.

14.2    Upon expiration of the term (including any extensions thereof) of this
        Agreement or upon the termination of this Agreement or of any license
        granted hereunder for any reason, all rights of Programmer to use the
        Wink Software will cease and Programmer will immediately and on
        reasonable terms (i) grant to Wink access to its business premises and
        the Wink Software and allow Wink to remove the Wink Software and any
        equipment provided or financed by Wink, excluding Wink Hardware (which
        removal shall be done with as little disturbance as possible to
        Programmer's business operations at Wink's sole expense), (ii) purge all
        copies of all Wink Software from all computer processors or storage
        media on which Programmer has installed or permitted others to install
        such Wink Software, and (iii) when requested by Wink, certify to Wink in
        writing, signed by an officer of Programmer, that all copies of the Wink
        Software have been returned to Wink or destroyed and that no copy of any
        Wink Software remains in Programmer's possession or under its control.

15.     GENERAL
        The parties agree that in the event it is necessary to employ attorneys
        to enforce the terms of this Agreement, the prevailing party in any
        lawsuit shall be entitled to an award of reasonable attorneys' fees and
        court costs.

        (a)     Except pursuant to paragraph 2.3, this Agreement may not be
        assigned without prior written mutual consent of Programmer and Wink.
        Consent shall not be required for assignment to a corporate affiliate,
        assuming that the programming services providing Interactive Wink
        Programs remain as defined in Exhibit A.

        (b)     This Agreement may be amended only by an instrument in writing,
        executed by Programmer and Wink.

        (c)     This Agreement will be governed in all respects by the laws of
        the State of California.

CONFIDENTIAL - PAGE 21


(d) This Agreement represents the entire agreement between the parties and supersedes and replaces all prior oral and written proposals, communications and agreements with regard to the subject matter hereof between Programmer and Wink.

IN WITNESS WHEREOF, the parties by their duly authorized representatives have entered into this Agreement as of the Effective Date. WINK COMMUNICATIONS, INC. CBS CORPORATION

Name: Name:

Title: Title:

CONFIDENTIAL - PAGE 22


Exhibit A: Programming Services

Description of Programming Services:

NAME           Start of Wink                Video         VBI line              Virtual        Insertion
               Programming                  (A/D)         Location              Ch?            Point

First Programming Service
CBS            First Air Date               Analog        TBD           TBD            New York
Television
Network

Other Programming Services *
CBS Owned

Stations       TBD                          TBD           TBD           TBD            TBD

* Programmer is under no obligation to include programming services other than
the CBS Television Network in this Agreement

Contact Information:
Issue          Address                      Contact(s)    Phone         /Fax/E-mail

Operations (site visits, VBI insertion, etc.)
TBD

Programming (development and scheduling of Interactive Wink Programs, reports,
etc.)
TBD

Marketing (affiliate marketing, approvals of promotional materials)
TBD

CONFIDENTIAL - PAGE 23


EXHIBIT B: WINK RESPONSE CENTER. SERVICES

All products and services are billed Net/45. A Purchase Response shall be defined as any Wink Revenue Response which constitutes an agreement to purchase a product or service, regardless of the method of payment. An RFI Response shall be defined as any other Wink Revenue Response. A Poll Response shall be defined as a Wink Response generated by a Wink "vote/poll" script. Programmer shall have no liability for payment for Reports, Polls, Wink Responses or Wink Purchase Responses commissioned by third parties such as advertisers on the Programming Services hereunder. These will be subject to separate agreement between the third parties and Wink, unless Programmer exercises Its election to contract directly with Wink on any such advertiser enhancement. All Wink Transaction Fees will be charged net of credits, refunds and returns.

Wink Transactions/mo.                       Price/Wink Transaction
Purchase Responses                          $[*] min./mo. per Interactive Wink Program
                                            creating Purchase Responses
1-5,000                                     [*]
5,001 - 25,000                              [*]
25,001 - 100,000                            [*]
100,001 - 250,000                           [*]
250,001 - 500,000                           [*]
500, 001 +                                  [*]

RFI Responses                               $[*] min./mo. per Interactive Wink Program
                                            creating RFI Responses
1-5,000                                     [*]
5,001 - 25,000                              [*]
25,001 - 100,000                            [*]
100,001 - 250,000                           [*]
250,001 - 500,000                           [*]
500, 001 +                                  [*]

Polls - report only                         $[*] min./mo. per Interactive Wink Program creating Poll Responses
1-250,000 Wink Responses                    [*]
250,001 +                                   [*]

1. Minimum monthly charges per application include UIC (Universal ICAP code) registration.

2. All volume price breaks are based on Programmer's monthly transaction volume by response category. The price breaks are based on the "average" for the month. That is, the lowest price applies to all transactions for the month.

PURCHASE AND REQUEST RESPONSE FEES INCLUDE;

1. Daily name & address lists delivered by fax, e-mail, or electronic FTP or mailbox.

2. UIC and application registration.

3. Standard report showing number of Wink Responses per day per Interactive Wink Program per city.

POLLS

The fixed charge includes UIC and application registration, and a standard reporting that summarizes all Poll responses by type by city. If the application asks the viewer for telephone prefix or zip code, the summary includes those totals.

Custom Usage Reports or other Custom Reporting Custom reports are quoted by the Wink Response Center.

New Fee Structure

CONFIDENTIAL - PAGE 24


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Wink agrees to provide a new Wink Transaction fee structure for Purchase and RFI Responses within 60 days of the Effective Date of the Agreement. Programmer is and will continue to be on a "most favored nations" basis with all broadcasters and cable networks on all terms contained in this Exhibit B.

CONFIDENTIAL - PAGE 25


EXHIBIT C: WINK SOFTWARE AND SERVICES PRICING, SCHEDULE 1

This pricing is available to the CBS TV Network and is subject to the terms of the Agreement. On-going annual fees are paid one twelfth each month, and are due the first of the month.

                                            On-going      First     Yrs 2-8
                                            or one-       year      Price/
                                            time costs    Price     network

Broadcast Server                            On-going      Free      $48,000
Server Module Engine                        On-going      Free      $12,000
Automation Server Module                    On-going      Free      $24,000
Tech Support                                On-going      Free      $6,000
Subtotal                                    On-going      $0        $90,000

Server hardware                             One-time      $9,500    N/A
Data Insert. Unit(2)                        One-time      $16,800   N/A
Set-top boxes, misc.                        One-time      $700      N/A
Sub-total                                   One-time      $27,000   N/A

Installation and integration                One-time      $25,000   N/A
Studio site license (5 seats)               One-time      Free      N/A
Svr Studio license (5 seats)                One-time      Free      N/A
Training (3days)(1)                         One-time      Free      N/A
Subtotal                                    One-time      $0        N/A

TOTAL (3)                                   Both          $52,000   $90,000

(1) This base training package provides training on the Wink Software and Hardware and will enable Programmer's staff to create, schedule and air Interactive Wink Programs as contemplated by this Agreement. Wink will also provide reasonable additional training to those same staff as may be required and agreed upon between the parties.

(2) Three units and software modules for one VBI line each.

The above pricing for installation and integration covers all work necessary to enable scheduling and transmission of program and/or commercial enhancements.

OPTIONAL SERVICES

Custom interface work (ad insertion and traffic systems, etc.)   $1,000/day
Phone training and consulting beyond standard package            $125/hr
Application development                                          $2,500 min., $125/hr

CONFIDENTIAL - PAGE 26


EXHIBIT D: PROGRAMMER'S TERMS FOR CARRIAGE OF INTERACTIVE WINK PROGRAMS OTHER THAN RETRANSMISSION OF OVER-THE-AIR BROADCASTS

Programmer: CBS Corporation Programming Services:

This agreement (the "IWP Carriage Agreement") sets forth the terms and conditions for the national distribution of Wink ITV applications ("Interactive Wink Programs") to any multi-channel video operator in the United States or Canada with whom Programming Service already has an agreement for carriage of Programming Service's video programming ("System Operator").

1. BACKGROUND

Programming Service's has created one or more Interactive Wink Programs which are compliant with the Wink Communications, Inc. ("Wink") interactive communications application protocol. The Interactive Wink Programs are transmitted by Programming Services using either the vertical blanking interval ("VBI") of the corresponding video signal, or using MPEG private data streams provided concurrently with the corresponding video signal(s).

System Operator distributes one or more of Programming Services' signals through one or more of the following: cable, satellite and MMDS (wireless cable).

2. EFFECTIVE DATE AND TERM

The term of this IWP Carriage Agreement shall commence on the date of Programming Services' execution of this IWP Carriage Agreement. The parties acknowledge that Programming Services has an agreement with Wink for distribution of Interactive Wink Programs (the "Charter Programmer Affiliation Agreement") for eight years after the first transmission of Interactive Wink Programs by Programming Services. The terms and conditions of this IWP Carriage Agreement shall govern during the entire term of the Charter Programmer Affiliation Agreement, unless Programming Services and Wink terminate their Charter Programmer Affiliation Agreement earlier in accordance with the terms of that agreement.

3. INTEGRITY OF INTERACTIVE WINK PROGRAMS

Programming Services will ensure that the Interactive Wink Programs meet Wink's criteria for compliant Interactive Wink Programs (See Attachment 1). Programming Services agrees that each Interactive Wink Program shall have been either successfully tested by Programming Services or certified as compliant by Wink prior to the Delivery to System Operator for distribution, and shall bear any associated costs of such testing.

CONFIDENTIAL - PAGE 27


Programming Services understands that failure to meet the above criteria could result in System Operator suspending the distribution of one or more Interactive Wink Programs until such time as all Interactive Wink Programs are certified by Wink to be in compliance.

4. DISTRIBUTION

Programming Services hereby grants System Operator a non-exclusive license to distribute the Interactive Wink Programs delivered in the VBI or MPEG of Programming Services' video signal.

Programming Services agrees not to charge System Operator fees associated with Interactive Wink Programs for the term of this Agreement. Likewise, System Operator agrees that no fees or charges will be due as a result of carriage or retransmission of the Interactive Wink Programs as provided for hereunder.

Programming Services will provide Wink written notice at least 30 days prior to discontinuing national transmission of all Interactive Wink Programs. Wink has agreed to provide such notices to System Operator, but System Operator agrees that Programming Services has no liability or other obligations to System Operator, should Wink fail to do so.

It is a condition of System Operator's right to carry the Interactive Wink Programs that System Operator shall distribute Programming Services' Interactive Wink Programs without modification, and that System Operator may not modify or enhance any VBI lines described in Exhibit A of the Charter Programmer Affiliation Agreement between Programmer and Wink and amendments to same, as provided to System Operator. Programmer agrees that System Operator may copy the Interactive Wink Programs for simultaneous transmission in different encoding formats other than what Programmer currently uses including but not limited to, other VBI formats, out of band channels, and MPEG2 private data streams; provided such Interactive Wink Programs are presented together with the original corresponding video to System Operator's subscribers, and that such copying is done to enable System Operator's subscribers to properly receive and display the Interactive Wink Programs on their set top box or television set.

5. RESPONSE NETWORK

Programming Services agrees to utilize the Wink Response Network for two-way Interactive Wink Programs. Programming Services also agrees to use Wink Communication's standard scripts and guidelines to generate viewer responses to two-way Interactive Wink Programs.

6. MARKETING MATERIALS

CONFIDENTIAL - PAGE 28


System Operator may prepare marketing materials relating to the Interactive Wink Programs and may use Programming Services' name, logo, and screen shots from the Interactive Wink Programs in such marketing materials, provided that such materials are submitted to Programming Services for review and written approval prior to distribution. Programming Services agrees to use reasonable .efforts to respond to such requests for approval in a timely fashion, provided that such approval shall be in Programming Services' sole discretion.

7. SCOPE

This Agreement does not supersede or affect other Agreements between Programming Services and System Operator, This Agreement represents all of the terms and conditions for Programming Services providing Interactive Wink Programs. This Agreement may be updated from time to time only by express written consent of Programming Services.

PROGRAMMER
By:
Name:
Title:
Date:

CONFIDENTIAL - PAGE 29


EXHIBIT D, ATTACHMENT 1: CRITERIA FOR COMPLIANT INTERACTIVE WINK PROGRAMS

o All Interactive Wink Programs must be registered and contain a unique universal ICAP code (UIC) prior to being broadcast.

o Registered Interactive Wink Programs have complied with the Wink testing procedures established to validate:

that the Interactive Wink Programs can be delivered through the VBI, will arrive as appropriate, and can be decoded in the Wink engine.

that the Interactive Wink Programs does not generate error messages.

that the Interactive Wink Programs receives scheduled updates, if applicable.

that the Interactive Wink Programs passes minimum acceptable latency standards.

that the Interactive Wink Programs do not cause System Operator technical or operational problems.

that the I nteractive Wink Programs, if two-way, generates the appropriate routing address and usage data.

CONFIDENTIAL - PAGE 30


EXHIBIT E: EQUIPMENT TO BE PROVIDED BY WINK (PRELIMINARY)

1. WINK HARDWARE (PRELIMINARY)

o Sun Ultra server hardware, configured to support Wink Broadcast Server 2.x, two Ethernet LAN cards, dial-up modem for remote diagnostic use

o Norpak TES-3 data insertion units with software module for 1 VBI line, one each for the main East Coast and West Coast feeds and one for in-house testing

o 2 GI CFT-2200 advanced analog cable set tops for development and test

2. Programmer Equipment:

Programmer will provide cabling and Pentium PC running Windows 95 or Windows NT for the Broadcast Server User Interface, Wink Studio and Wink Server Studio. These applications may reside on one or several PCs, none of which need to be dedicated to the Wink software. Each PC must be connected to the Broadcast Server via an Ethernet LAN interface.

CONFIDENTIAL - PAGE 31


EXHIBIT F: WINK SOFTWARE AND SERVICES PRICING, SCHEDULE 2

Subject to the other terms and conditions of this agreement, this pricing is available to Programmer Owned Stations. On-going annual fees are paid one twelfth each month, and are due the first of the month.

                                        On-going or     First year Price     Years 2-8
                                        one-time costs                        Price/
                                                                              network
Broadcast Server                        On-going                [*]             [*]
Automation Server Module(3)             On-going                [*]             [*]
Server Module Engine                    On-going                [*]             [*]
Tech Support                            On-going                [*]             [*]
Subtotal                                On-going                [*]             [*]

Server hardware                         One-time                [*]             [*]
Data Insert. Unit(1)                    One-time                [*]             [*]
Set-top box, misc.                      One-time                [*]             [*]
Sub-total                               One-time                [*]             [*]


Installation and integration(2)         One-time                [*]             [*]
Studio site license (5 seats)           One-time                [*]             [*]
Server Studio site license (5 seats)    One-time                [*]             [*]
seats)
Studio/Server training (3x2days)(2)     One-time                [*]             [*]
Subtotal                                One-time                [*]             [*]

TOTAL                                   Both                    [*]             [*]

(1) One required per network. More than one VBI line per network requires an additional license from Norpak in the amount of $1,500/VBI line.

(2) $25,000 if including Automation Server Module.

(3) Optional

The above pricing for installation and integration covers all work necessary to enable scheduling and transmission of program and/or commercial enhancements based on Wink Studio templates.

OPTIONAL SERVICES

Custom interface work (ad insertion and traffic systems, etc.)          $1,000/day
Phone training and consulting beyond standard package                   $125/hr
Application development                                                 $2,500 min., $125/hr


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

CONFIDENTIAL - PAGE 32


EXHIBIT G: WINK SOFTWARE AND SERVICES PRICING, SCHEDULE 3

Subject to the other terms and conditions of this agreement, this pricing is available to Programmer's cable programming services. On-going annual fees are paid one twelfth each month, and are due the first of the month.

                                                                        Years 2-8
                                        On-going or       First year    Price/
                                        one-time costs    Price         network
Broadcast Server                        On-going          $48,000       $48,000
Automation Server Module(3)             On-going          Free          $24,000
Server Module Engine                    On-going          Free          $12,000
Tech Support                            On-going          Free          $6,000
Subtotal                                On-going          $48,000       $90,000

Server hardware                         One-time          $9,500        N/A
Data Insert. Unit(1)                    One-time          $5,600        N/A
Set-top box, misc.                      One-time          $700          N/A
Sub-total                               One-time          $15,800       N/A

Installation and integration(2)         One-time          $15,000       N/A
Studio site license (5 seats)           One-time          Free          N/A
Server Studio site license (5 seats)    One-time          Free          N/A
Studio/Server training (3x2days)(2)     One-time          Free          N/A
Subtotal                                One-time          $15,000       N/A

TOTAL                                   Both              $78,800        $90,000

(1) One required per network. More than one VBI line per network requires an additional license from Norpak in the amount of $1,500/VBI line.

(2) $25,000 if including Automation Server Module.

(3) Optional

The above pricing for installation and integration covers all work necessary to enable scheduling and transmission of program and/or commercial enhancements based on Wink Studio templates.

OPTIONAL SERVICES

Custom interface work (ad insertion and traffic systems, etc.)          $1,000/day
Phone training and consulting beyond standard package                   $125/hr
Application development                                                 $2,500 min., $125/hr

CONFIDENTIAL - PAGE 33


EXHIBIT H1: WINK SOFTWARE AND SERVICES PRICING, SCHEDULE 4

This pricing is subject to the terms of the Agreement, and is available to all Other Programmer Affiliates. On-going annual fees are paid one twelfth each month, and are due the first of the month.

                                        On-going
                                        or one-                           Years 2-8
                                        time                First year    Price/
                                        costs               Price         network
Broadcast Server                        On-going            $62,000        $62,000
Server Module                           On-going            $12,000        $12,000
Engine
Tech Support                            On-going            $6,000         $6,000
Subtotal                                On-going            $80,000        $80,000

Server hardware                         One-time            $9,500         N/A
Data Insert. Unit(1)                    One-time            $5,600         N/A
Set top, misc.                          One-time            $700           N/A
Sub-total                               One-time            $15, 800       N/A

Installation and                        One-time            $20,000        N/A
Integration(2)
Studio site license (5 seats)           One-time            $3,000         N/A
Server Studio site                      One-time            $5,000         N/A
license (5 seats)
Studio/Srvr training                    One-time            $6,000         N/A
(3x2days)(2)
Subtotal                                One-time            $39,000        N/A

TOTAL                                   Both                $134,800       $80,000

(1) One required per network. More than one VBI line per network requires an additional license from Norpak in the amount of $1,500/VBI line.

The above pricing for installation and integration covers all work necessary to enable scheduling and transmission of program and/or commercial enhancements based on Wink Studio templates.

OPTIONAL SERVICES

Automation Server Module                                                $36,000 annual license
Custom interface work (ad insertion and traffic systems, etc.)          $1,000/day
Phone training and consulting beyond standard package                   $125/hr
Application development                                                 $2,500 min., $125/hr

CONFIDENTIAL - PAGE 34


EXHIBIT H2: PERFORMANCE STANDARDS FOR WINK SOFTWARE AND SERVICES

The parties agree that Wink Software and Services must meet the following standards:

1) Programmer can create Interactive Wink Programs that adhere to Exhibit D, Attachment 1: "Criteria for Compliant Interactive Wink Programs" using Wink Studio and Wink Server Studio.

2) Programmer can schedule Interactive Wink Programs to be inserted into Programmer's analog video programming using the Wink Broadcast Server and the associated PC-based user interface programs provided by Wink.

3) Programmer can insert Interactive Wink Programs into Programmer's analog video programming using the Wink Broadcast Server, VBI data insertion units and other software hardware and services provided by Wink. Such insertion shall have no effect on the visible portion of the Programmer's video signal.

4) Programmer can parse Programmer's existing standard HTML content for use in Interactive Wink Programs using Wink Server Studio and standard LAN connections between the Wink Broadcast Server and the Programmer's web servers.

5) Programmer can create, schedule and insert Interactive Wink Programs that are capable of generating Wink Revenue Responses.

Subject to availability of a live connection to either two-way cable plant or other return path, and to System Operator's reasonable support and operational readiness, Wink will:

6) collect Wink Revenue Responses from viewer homes,

7) prepare aggregate reports of subscriber usage of the Interactive Wink Programs

8) forward Wink Revenue Responses to the party having registered the Interactive Wink Program with Wink's Response Center (subject to billing system interface or other means of capturing subscriber address and payment information).

CONFIDENTIAL - PAGE 35


EXHIBIT I: CURRENT WINK ADVERTISER AGREEMENT

ADVERTISER AFFILIATION AGREEMENT

THIS AGREEMENT (the "Agreement") is made as of the day of , 1999 (the "Effective Date"), by and between Wink Communications, Inc., a California corporation ("Wink"), whose address is 1001 Marina Village Parkway, Alameda, CA 94501, and ____________, ____________a ____________. corporation ("Advertiser"), whose address is

1. DEFINITIONS

1.1 "Interactive Wink Program" or "IWP" shall mean an interactive application that is transported via the vertical blanking interval ("VBI") or an MPEG private data stream provided concurrently with a video signal in a format that is compliant with the Wink interactive communications application protocol.

1.2 "Broadcaster" shall mean an entity which delivers television programming and inserts third-party advertising into such programming, and shall include but not be limited to: broadcast networks; broadcast network affiliates or other broadcast stations; operators (both local operators and their parent companies, if any) of multi-channel systems, including but not limited to cable systems and direct broadcast satellite systems; and cable networks and other programmers providing video programming to such operators of multi-channel systems.

1.3 "Wink Tools" shall mean the Wink Studio authoring tool, and other authoring software or materials which Wink, in it's sole discretion, may provide in conjunction with Wink Studio.

2. TERM

The term of this Agreement (the "Term") will begin on the Effective Date and will end on twenty four months later (the "Termination Date").

3. CREATION AND DISTRIBUTION OF WINK-ENHANCED ADS

3.1 Advertiser may contract with any then current licensee of Wink's authoring tools ("Wink Tools", as defined below) for the creation of IWPs. Optionally, Advertiser may:

(a) Purchase from Wink a Wink Authoring Starter Kit for $[*], which includes:

o a five-seat non-exclusive site license to use the Wink Tools
(and all applicable upgrades of same released by Wink during the Term) at one site of Advertiser during the Term

o a two-day training session at Wink's facilities for up to two employees (scheduled at Wink's discretion, with reasonable notice to Advertiser)

o eight (8) hours of IWP phone support for training, consulting or design assistance

(b) Purchase from Wink creative and consulting services for IWP development at a rate of $125 per hour, with a $1,000 minimum.

3.2 Before distributing any IWP to a Broadcaster, Advertiser will ensure that the Interactive Wink Programs follow the Guidelines for Fair Treatment of Viewers Using Wink, and meet Wink's criteria for technical compliance with the Wink system. Advertiser agrees that each Interactive Wink Program shall be certified as technically compliant by Wink prior to the delivery of the IWP to Broadcasters. It is expected that Wink will complete review of a IWP within one week of submission by Advertiser. If the IWPs fails certification, Wink shall provide Advertiser information so as to reasonably enable Advertiser to resolve any problems preventing certification.

4. WINK RESPONSE NETWORK & OTHER WINK PRODUCTS & SERVICES

CONFIDENTIAL - PAGE 36


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

4.1 Advertiser agrees to exclusively use the data center that Wink has established (the "Wink Response Network") to collect response data from television viewers which are able to receive and interact with IWP ("Wink-enabled Viewers"). Wink agrees to make such data available for purchase by Advertiser. Such data shall be prepared in two categories of reports: reports that document aggregated usage of IWPs ("Usage Reports"), and reports that provide individual response in which Wink Revenue Responses (as defined below) from Advertiser's IWPs ("Transaction Reports"). A "Wink Revenue Response" is a Wink Response in which the Wink-enabled Viewer request products or services through the IWPs, whether such products and services are provided at no charge to the Wink-enabled Viewer or require payment by the Wink-enabled Viewer, and where the fulfillment of that request requires the release of Wink-enabled Viewer specific information, such as name and address. Usage Reports and Transaction Reports are subject to the pricing in Exhibit A, are available in standard formats, and shall be delivered via electronic mail ("Email") or FTP formats and protocols to an address specified by Advertiser. Custom-formatted reports and other products and services shall be made available at prices to be quoted by Wink upon request. In addition, if Advertiser wishes Wink to transfer data, reports, or other information in a manner other than Wink's standard Email or FTP formats and protocols, Wink and Advertiser shall agree on the terms of such transfer, including but not limited to details and fees regarding EDI service.

4.2 Advertiser understands and accepts that Wink may provide reports on aggregated viewer responses to the IWPs to each Broadcaster whose viewers responded to or are otherwise known to have viewed Advertiser's IWPs. Such reports shall be noted as Confidential Information under Wink's agreements with such Broadcasters.

5. PAYMENT TERMS

Advertiser shall pay Wink for each Wink Revenue Response (net of returns, refunds and credits) triggered by Advertiser's IWPs according to Exhibit A. All payments shall be made within 30 days of presentation of invoice by Wink. Wink reserves the right to change the pricing in Exhibit A upon 30 days prior written notice. In the event of such change, Advertiser shall have the right to maintain the Purchase Response and Request Response pricing in effect prior to the effective date of such change for all IWPs registered with Wink prior to the effective date of the price change. Past due payments shall bear interest at a rate equal to the lesser of (i) one and one-half percent (1 1/2%) per month or
(ii) the maximum legal rate permitted under law, and Advertiser shall be liable for all reasonable costs and expenses (including, without limitation, reasonable court costs and attorneys' fees) incurred by Wink in collecting any past due payments. Wink agrees that no interest shall be due if the parties have a bona fide dispute over payments.

6. INDEMNIFICATION

Wink will indemnify and hold harmless Advertiser, its parent and subsidiary companies and their respective employees, directors, agents, and other representatives against any and all claims, causes of action, damages and all other related expenses arising out of the breach or alleged breach of any of Wink's material obligations stated herein. Advertiser will indemnify and hold harmless Wink, any parent and subsidiary companies and their respective employees, directors, agents, and other representatives against any and all claims, causes of action, damages and all other related expenses arising out of the breach or alleged breach of any of Advertiser's r material obligations stated herein. In any case in which indemnification is sought hereunder, the party seeking indemnification shall promptly notify the other in writing of any claim or litigation to which the indemnification relates and the party seeking indemnification shall afford the other the opportunity to participate in and, at the other party's option, fully control any compromise, settlement, litigation or other resolution or disposition of such claim or litigation.

7. INTELLECTUAL PROPERTY RIGHTS

CONFIDENTIAL - PAGE 37


7.1 All rights, title and interest in and to the Wink Tools or other rights, of whatever nature, related thereto shall remain the property of Wink. Advertiser acknowledges and agrees that all Wink's logos, marks, copyright notices or designations utilized by Wink in connection with the service are the sole and exclusive property of Wink, and no rights or ownership are intended to be or shall be transferred to Advertiser.

7.2 For purposes of this Agreement, "Viewer Information" shall be defined as viewer names, contact information (address, phone number, etc.), demographic or psychographic information, and any responses provided by viewers through the Wink system or otherwise provided to Wink. Advertiser is hereby granted a license to use such Viewer Information, but only in a manner consistent with the Guidelines for Fair Treatment of Viewers Using Wink. Advertiser acknowledges that any breach of such license may cause irreparable harm and significant injury to Wink and it's Broadcaster partners to an extent that may be extremely difficult to ascertain. Accordingly, Advertiser agrees that Wink will have, in addition to any other rights or remedies available to it at law or in equity, the right to seek injunctive relief to enjoin any breach or violation of this
Section 9.2.

8. TERMINATION

8.1 Except as otherwise provided herein, neither Advertiser nor Wink may terminate this Agreement except upon thirty (30) days prior written notice and then only if the other has breaches any of its material obligations hereunder and such breach (which shall be specified in such notice) is not or cannot be cured within thirty (30) days of such notice.

8.2 Upon expiration of the term of this Agreement or upon the termination of this Agreement or of any license granted hereunder for any reason, all rights of Advertiser to use the Wink Tools will cease and Advertiser will immediately purge all copies of all Wink Tools from all computer processors or storage media on which Advertiser has installed or permitted others to install such Wink Tools.

9. GENERAL

The parties agree that in the event it is necessary to employ attorneys to enforce the terms of this Agreement, the prevailing party in any lawsuit shall be entitled to an award of reasonable attorneys' fees and court costs.

a) This Agreement may not be assigned without prior written mutual consent of Advertiser and Wink. Consent shall not be required for assignment to a corporate affiliate, including but not limited to such that occurs upon the merger or acquisition of either party by a third party.

b) This Agreement may be amended only by an instrument in writing, executed by Advertiser and Wink.

c) This Agreement will be governed in all respects by the laws of the State of California.

d) This Agreement represents the entire agreement between the parties and supersedes and replaces all prior oral and written proposals, communications and agreements with regard to the subject matter hereof between Advertiser and Wink.

IN WITNESS WHEREOF, the parties by their duly authorized representatives have

entered into this
Agreement as of the Effective Date.

For Wink Communications, Inc.           For Advertiser:

By:                                     By:

Name:                                   Name:

Title: Title:

CONFIDENTIAL - PAGE 38


Date: Date:

CONFIDENTIAL - PAGE 39


EXHIBIT A. WINK RESPONSE NETWORK PRODUCTS AND SERVICES

A Purchase Response shall be defined as any Wink Revenue Response which constitutes an agreement to purchase a product or service, regardless of the method of payment. An RFI Response shall be defined as any other Wink Revenue Response. A Poll Response shall be defined as a Wink Response generated by a Wink "vote/poll" script.

Wink Transactions/mo.                                     $[*] min./mo. per IWP
Purchase Responses           Price/Wink Transaction       creating Purchase Responses
1-5,000                                                   [*]
5,001- 25,000                                             [*]
25,001 -100,000                                           [*]
100,001- 250,000                                          [*]
250,001- 500,000                                          [*]
500, 001 +                                                [*]

RFI Responses                                             $[*] min./mo. per IWP
                                                          creating RFI Responses
1-5,000                                                   [*]
5,001- 25,000                                             [*]
25,001-100,000                                            [*]
100,001-250,000                                           [*]
250,001- 500,000                                          [*]
500, 001 +                                                [*]


Polls-report only                                  $[*] min./mo. per IWP creating Poll
Responses
1-250,000 Wink Responses                                  [*]
250, 001 +                                                [*]

1. Minimum monthly charges per application include UIC (Universal ICAP code) registration.

2. All volume price breaks are based on Advertiser's monthly transaction volume by response category. The price breaks are based on the "average" for the month. That is, the lowest price applies to all transactions for the month.

PURCHASE AND REQUEST RESPONSE FEES INCLUDE;

1. Daily name & address lists delivered by fax, e-mail, or electronic FTP or mailbox.

2. UIC and application registration.

3. Standard report showing number of Wink Responses per day per IWP per city.

4. Weekly Usage Reports in standard format POLLS The fixed charge includes UIC and application registration, and a standard reporting that summarizes all Poll responses by type by city. If the application asks the Wink-enabled viewer for telephone prefix or zip code, the summary includes those totals.

POLLS

The fixed charge includes UIC and application registration, and a standard reporting that summarizes all Poll responses by type by city. If the application asks the Wink-enabled viewer for telephone prefix or zip code, the summary includes those totals.

USAGE REPORTS

$100 monthly fee if application does not allow viewers to create a Purchase or Request Response.

CUSTOM USAGE REPORTS OR OTHER CUSTOM REPORTING

Custom reports are quoted by the Wink Response Network.

CONFIDENTIAL - PAGE 40


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed

with the Commission.


EXHIBIT 10.10

CABLE AFFILIATION AGREEMENT

THIS AGREEMENT is made as of the 8th day of October, 1997, by and between WINK COMMUNICATIONS, INC., a California corporation ("Wink"), whose address is 1001 Marina Village Parkway, Alameda, CA 94501 and Charter Communications Inc., a Delaware corporation ("Charter"), whose address is 12444 Powerscourt Drive, St. Louis, MO 63131

WHEREAS, Wink is the proprietary owner of a software and hardware configuration or product (the "Product") which allows multi-channel video programming suppliers and off-air broadcast networks to utilize that band known as the vertical blanking interval and commonly referred to as the VBI.

WHEREAS, the Wink Product will allow programmers to program the VBI with data.

WHEREAS, Charter is an owner, manager and operator of CATV systems.

WHEREAS, Charter controls the VBI broadcast over its cable system.

WHEREAS, Charter desires to provide this data stream to its customers.

NOW, THEREFORE, the parties agree as follows:

1. GRANT OF LICENSE

1.1 Wink hereby grants to Charter Communications, Inc. and its subsidiaries and affiliated entities (collectively referred to herein as "Affiliate") the non-exclusive license to use the Wink ITV Studio, Wink ITV Broadcast Server, and Wink ITV Response Server versions 1.0 and 1.x updates (hereinafter collectively referred to as "Wink Software") to deliver "enhanced broadcasting" capability, virtual channels, response transaction routing and templates for pay-per-view and pay unit enhancement trials.

1.2 Except as provided herein, this License is not transferable outside of the Affiliate systems Operating Area, nor any rights hereunder, may be transferred, assigned or sub-licensed in whole or in part without Wink's prior written consent which consent will not be unreasonably withheld.

1.3 For purposes of this Agreement, the "Operating Area" of any system shall mean, with respect to a cable television system, the geographical area where Affiliate is authorized to construct, operate, manage or maintain a cable television system by appropriate governmental authority.

1.4 Affiliate agrees to utilize the Wink Software on advanced analog and digital cable set top boxes owned by Affiliate and designated by Affiliate in its discretion, for use with Wink services. Affiliate agrees to launch Wink services in St. Paul, MN within 90 days of completing the Acquisition of the St. Paul, MN System. Affiliate also agrees to launch Wink Services in its Los Angeles system within 90 days of offering Digital or Advanced Analog converters to its customers.


1.5 Wink agrees that a minimum of ten programmers will be offering Wink "enhanced broadcasting" content starting at launch and through the term of this Agreement.

2. TERM

2.1 The term of this Agreement shall commence on the date of execution of this Agreement and terminate three (3) years thereafter.

2.2 Except as otherwise provided herein, neither Affiliate nor Wink may terminate this Agreement except upon sixty (60) days prior written notice and then only if the other has made a misrepresentation herein or breaches any of its material obligations hereunder and such misrepresentation or breach (which shall be specified in such notice) is not or cannot be cured within sixty (60) days of such notice.

2.3 Wink agrees to not provide Wink Services to other CATV/Satellite/MMDS operators competing in the two (2) Affiliate launch markets excluding CATV Operators TCI, Media One and Century that have franchises that are adjacent to the launch markets throughout the term of this Agreement, dependent on Affiliate launching Wink in those markets.

3. INTEGRATION

3.1 Affiliate may distribute "enhanced broadcasting" through its Operating Area head-ends. For the purposes of this Agreement, "enhanced broadcasting" consists of video originated by a national broadcaster or a cable programming network that has been enhanced through the use of Wink Software.

3.2 Wink also agrees to perform all work, provide all equipment and equipment interface necessary to integrate with advanced analog and digital cable set top boxes at no charge to Affiliate. The Wink software will not exceed 128k ROM and 34k RAM I the CFT-2200 converter. Attached hereto and incorporated herein by reference is the equipment and equipment interface to be purchased by Affiliate in order to engage the Wink service. Any equipment or equipment interface not specifically included on Attachment C, plus or minus ten (10) percent of the value of the equipment listed, will be the responsibility of Wink and Charter will have no requirement to purchase or provide, this excludes special headend requirements unique to Charter.

3.3 Affiliate agrees to prioritize the Wink software installation/integration and provide the necessary resources to meet Affiliate system launch dates outlined in paragraph 1.4 of this Agreement.

3.4 Both parties will use their best efforts to complete all installation of equipment and equipment interface/integration work per the dates mentioned above subject to Wink's performance of its obligations in paragraph 3.2 to this Agreement and to successful testing of the Wink software installation/integration, which testing shall occur at least one month prior to launch. Both parties agree that the scheduled launch date is dependent upon timely completion of all

Page 2 of 13

installation/integration work necessary for launch. Failure to complete installation/integration work as scheduled is cause for termination of this Agreement.

3.5 Affiliate agrees to allow Wink to install and use Wink Response Servers located in individual Affiliate cable headends to collect, aggregate, and route responses for national "enhanced broadcasting" applications through Wink's Alameda Data Center. Wink agrees to provide daily reporting to Affiliate of all response traffic generated by its Affiliate subscribers at no additional charge. Charter will retain ownership of all information or data related to its customers buying patterns, trends, and characteristics. Wink may utilize only what data is necessary to fulfill response orders and may not use the data in any way without Charter's express written consent and to keep confidential all information pertaining to Affiliate's subscribers and proprietary business operations that are obtained from Affiliate as a result of this Agreement.

4. RATES AND DEPLOYMENT

4.1 Affiliate agrees to provide Wink "enhanced broadcasting" as part of its advanced analog offering to its subscribers in the St. Paul, Minnesota Operating Area (the Launch Market) within 90 days of completing the acquisition of the St. Paul, MN system. Affiliate also agrees to deploy Wink within 90 days of launching either advanced analog or digital converters in Los Angeles, CA operating area.

4.2 Effective at launch in St. Paul, Affiliate agrees to remit a license fee payment of [ * ] for the Launch Market until the Launch Market has [ * ] or for a period of one year; whichever comes first. [ * ] of this Agreement, whichever comes first, Wink's pricing of [ * ] will then be the introductory pricing for all Affiliate Operating Areas that chose to launch Wink Services during the term of this Agreement, including the Launch Market. Affiliate agrees to supply all server hardware required for deployment as listed in Attachment C of the Agreement.

4.3 Effective with deployment in Los Angeles, Affiliate agrees to pay Wink at a rate of [ * ] per Wink subscriber per month until 30,000 Wink subscribers are reached. During this time, Affiliate will not share in transaction revenue. When [ * ] are reached, Affiliate will pay Wink
[ * ] and will share in transaction revenue.

4.4 Billing System Conversion fees charged to the affiliate by CableData for supporting Winks Services will be the sole responsibility of Wink and will be paid by Wink throughout the term of this Agreement.

4.5 During the term of this Agreement, Charter commits to make available, in cable systems deploying Wink's Enhance Broadcasting, three (3) lines of VBI in the Programmers Video Signal (Channel) for Wink's Enhanced Broadcast data transportation. Charter retains ownership of all


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Page 3 of 13

VBI in its Cable Systems and at its discretion may make available additional VBI for Wink. VBI is a term and technology inherent in analog environment. Assuming the functional equivalent of the "VBI" is available in the digital environment, Charter cable systems will deploy Wink using the functional equivalent of the current contract usage of two lines of the VBI. Affiliate agrees to keep the appropriate headend and server equipment in good working order for an uninterrupted carriage of "enhanced broadcasting". If Affiliate experiences problems with the "enhanced broadcasting" delivery system, Affiliate will use its best efforts to restore "enhanced broadcasting" service as soon as possible. Affiliate agrees not to charge Programmer for carriage or use of the three lines of VBI associated with delivery of " enhanced broadcasting" for the term of the Agreement; provided that Affiliate retains all ownership in the VBI and may refuse to transmit or may charge Programmer for all uses of the VBI that are not essential to the delivery of "enhanced broadcasting". Any interference by Wink or its services with Affiliate's legal obligation to transmit signals in the VBI or any interference with the operation of the cable system, including but not limited to its transmission of television signals or other services provided over the cable system is cause for immediate termination of this Agreement.

4.6 Wink agrees to revenue share with Affiliate, its fees, on all Wink generated purchase and request transactions by Affiliates' Wink Subscribers for the term of this Agreement. Wink will pay Affiliate per Schedule A of this Agreement for all fees collected by Wink for transactions by Charter Subscribers.

4.7 For purposes of this Agreement, the term "Wink Subscriber" shall mean each Affiliate residential customer and commercial or business establishment receiving the Wink Service and receiving and separately paying for Charter's cable television service.

4.8 Affiliate agrees to pay Wink [ * ] in installation and conversion fees within thirty (30) days of execution of the Agreement and [ * ] upon successful launch of the Wink service in the Launch Market. This fee will cover conversion costs for the two initial systems deploying Wink. Conversion fees for all other Affiliate Operating Areas will be [ * ] of Wink's then standard retail rate. Any reasonable shipping or reasonable travel costs, lodging and meals incurred by Wink in support of on-site installation, maintenance, support, training, or consulting under this Agreement shall be included in the conversion fees listed above.

4.9 Affiliate may choose to utilize other products and services of Wink from time to time under this Agreement. Services that are not essential to the operation of the Wink Service will be extended by Wink to Affiliate at rates listed in the Attachment B of this Agreement, if not listed on Attachment B, the then retail rate, or at a rate to be mutually agreed upon by both the parties will prevail.


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Page 4 of 13

5. PAYMENT TERMS

5.1 On or before the forty-fifth (45th) day following Affiliate's receipt of Wink's invoice. Affiliate shall remit to Wink all fees owed for services rendered in the previous month. Charter shall have the option to prepay on a yearly basis. In the event Charter chooses to exercise the prepay option, the rate will be subject to a [ * ].

5.2 Wink's failure, for any reason, to send an invoice for a particular monthly payment shall not relieve Affiliate of its obligation to make any payment. Past due payments from either party shall bear interest at a rate equal to the lesser of (i) one percent (1%) per month or (ii) the maximum legal rate permitted under law, and Affiliate shall be liable for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable court costs and attorneys' fees) incurred by Wink in collecting any past due payments.

5.3 Wink will pay Charter Revenue Share Fees, as listed in Attachment A, within forty five (45) days of each month's accumulative total. Payments made to Charter after the thirty day billing period will be subject to late payment terms outlined in paragraph 5.2.

6. PROMOTION AND RESEARCH

6.1 Affiliate agrees to promote and market the Wink service to Subscribers within the Operating Area of each Affiliate system in which service is being provided. Advertising, promotional, marketing and/or sales materials concerning the Wink service which are provided to Affiliate by Wink may be used at the discretion of Affiliate.

6.2 Wink may, from time to time, but not more than four (4) times per year, undertake marketing tests and surveys, rating polls and other research in connection with Affiliate, provided, that Wink provides Affiliate with prior written notice. Affiliate shall use best efforts to provide Wink with reasonable assistance in conducting such research with respect to Affiliate's subscribers. Affiliate agrees that Wink and Wink agrees that Affiliate will have access to any and all research regarding the deployment, launch, and usage of Wink service by Affiliate subscribers. Wink agrees to treat as confidential all information about Affiliate and Affiliate's Subscribers obtained by Wink in connection with this Agreement.

7. NOTICES

7.1 All notices, statements, and other communications given hereunder shall be in writing and shall be delivered by facsimile transmission, personal delivery, certified mail, return receipt requested, or by next day express delivery, addressed, if to WINK COMMUNICATIONS at 1001 Marina Village Parkway, Alameda, CA 94501 and if to Affiliate at 12444 Powerscourt Drive, Ste 400, St. Louis, MO 63131. The date of such facsimile transmission, telegraphing or personal delivery or the next day if by express delivery, or the date three (3) days after mailing, shall be deemed the date on which such notice is given and effective.

Page 5 of 13

8. TRADEMARKS

8.1 All right, title and interest in and to the service or other rights, of whatever nature, related thereto shall remain the property of Wink. Further, Affiliate acknowledges and agrees that all names, logos, marks, copyright notices or designations utilized by Wink in connection with the service are the sole and exclusive property of Wink, and no rights or ownership are intended to be or shall be transferred to Affiliate.

8.2 All right, title and interest in and to Affiliate's services, equipment or facilities or other rights, of whatever nature, related thereto shall remain the property of Affiliate. Further, Wink acknowledges and agrees that all names, logos, marks, copyright notices utilized by Affiliate in connection with Affiliate's services are the sole and exclusive property of Affiliate, and no rights or ownership are intended to be or shall be transferred to Wink.

9. REPRESENTATION

9.1 Wink represents and warrants to Affiliate that (i) it is a corporation duly organized and validly existing under the laws of the State of California; (ii) Wink has the corporate power and authority and all necessary legal rights to enter into this Agreement and to fully perform its obligations hereunder; (iii) Wink is under no contractual or other legal obligation which in' any way interferes with its ability to fully, promptly and completely perform hereunder.

9.2 Affiliate represents and warrants to Wink that (i) Affiliate is a corporation duly organized and validly existing under the laws of the State of Delaware; (ii) Affiliate has the requisite power and authority to enter in this Agreement and to fully perform its obligations hereunder; (iii) Affiliate's operating areas are operating, with respect to any cable television system, pursuant to valid franchise agreements, or licenses or other permits duly authorized by proper local authorities; (iv) Affiliate is under no contractual or other legal obligation which in any way interferes with its ability to fully, promptly and completely perform hereunder.

10. CONFIDENTIALITY

10.1    Neither Affiliate nor Wink shall disclose to any third party (other than
        its respective employees, in their capacity as such), any Proprietary
        Information without prior written consent. The parties agree to keep the
        terms of this Agreement and Proprietary Information confidential, but
        acknowledge that certain disclosures may be required by law.
        "Proprietary Information" means any ideas, plans or information,
        including, without limitation, information of a technological or
        business nature (including, without limitation, all trade secrets,
        technology, intellectual property, data, summaries, reports, subscriber
        information, or mailing lists, whether written or oral and, if written,
        however produced) which is received by the receiving Party or otherwise
        disclosed to the receiving Party from or by the disclosing Party, that
        is marked as confidential or proprietary or bears a marking of like
        import, or that the disclosing Party states, is to be considered
        proprietary or confidential, or that would logically be considered to be
        proprietary under the circumstances of disclosure.

                                  Page 6 of 13

12.     TERMINATION

12.1    Notwithstanding any other provision herein, Wink will have the right to
        terminate this Agreement or any licenses granted herein if Affiliate
        fails to comply with any of its material obligations under this
        Agreement. Should Wink elect to exercise this right to terminate for
        nonperformance, it must be done in writing specifically setting forth
        those items of nonperformance. Affiliate will then have sixty (60) days
        from receipt of notification to remedy the items of nonperformance. In
        the event that Affiliate does not remedy the items of nonperformance,
        then Wink shall have the right, at reasonable times and under reasonable
        conditions, with prior written notice to Affiliate, to enter upon
        Affiliate's premises to repossess and remove any Wink-owned or licensed
        Products. In addition, Wink's termination of this Agreement or such
        taking of possession shall be without prejudice to any other remedies
        Wink may have, including, without limitation, all remedies with respect
        to the unperformed balance of this Agreement; provided, however, that if
        Affiliate has not made payment of the fees or charges due hereunder and
        such nonpayment continues after thirty (30) days prior written notice by
        Wink, then Wink may terminate this Agreement or any license granted
        herein.

12.2    Notwithstanding any other provision herein, Affiliate will have the
        right to terminate this Agreement or all or any licenses granted herein
        if Wink fails to comply with any of its material obligations under this
        Agreement. Should Affiliate elect to exercise this right to terminate
        for nonperformance, it must be done in writing specifically setting
        forth those items of nonperformance. Unless termination is immediate,
        Wink will then have sixty (60) days from receipt of notification to
        remedy the items of nonperformance. In the event that Wink does not
        remedy the items of nonperformance, then Affiliate shall have the right
        to without limitation, all remedies with respect to the unperformed
        balance of this Agreement.

12.3    Upon expiration of the term (including any extensions thereof) of this
        Agreement or upon the termination of this Agreement or of any license
        granted hereunder for any reason, all rights of Affiliate to use the
        Products will cease and Affiliate will promptly (i) grant to Wink, at
        reasonable times and under reasonable conditions, with prior written
        notice, access to its business premises and the Products and allow Wink
        to remove the Products, (ii) purge all copies of all Products from all
        computer processors or storage media on which Affiliate has installed or
        permitted others to install such Products, and (iii) when requested by
        Wink, certify to Wink in writing, signed by an officer of Affiliate,
        that all copies of the Products have been returned to Wink or destroyed
        and that no copy of any Product remains in Affiliate's possession or
        under its control. Upon expiration or termination of this Agreement, all
        rights to use Affiliate's VBI shall revert back to Affiliate.

13.     FORCE MAJEURE

13.1    If either party to this Agreement shall be delayed or interrupted in the
        performance or completion of their performance obligations hereunder by
        an embargo, war, fire, flood, earthquake, epidemic or other calamity,
        act of God or of the public enemy, or by any strike or labor dispute, or
        by the

                                  Page 7 of 13

        inability to secure governmental licenses, permits or priorities, or by
        the unavailability of sources of supply, or by any other outside cause
        which is beyond the control of the party and without its fault or
        negligence, then it shall be excused from any delay or failure to
        perform under the Agreement.

14.     GENERAL

The parties agree that in the event it is necessary to employ attorneys to enforce the terms of this Agreement, the prevailing party in any lawsuit shall be entitled to an award of reasonable attorneys' fees and court costs.

(a) Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Affiliate may assign this Agreement to affiliated or subsidiary companies without the consent of Affiliate and Wink.

(b) This Agreement will be governed in all respects by the laws of the State of California.

(c) this Agreement represents the entire agreement between the parties and supersedes and replaces all prior oral and written proposals, communications and agreements with regard to the subject matter hereof between Affiliate and Wink. This Agreement may be amended only by an instrument in writing, executed by Affiliate and Wink.

IN WITNESS WHEREOF, the parties by their duly authorized representatives have entered into this Agreement as of the Effective Date.

WINK COMMUNICATIONS, INC.                          CHARTER COMMUNICATIONS, INC.

By: /s/ Maggie Wilderotter                         By: /s/ Jerald L. Kent

Name:   Maggie Wilderotter                         Name: Jerald L. Kent

Title:  President & CEO                            Title:  Pres. & CEO

Page 8 of 13

                                           ATTACHMENT A

                                    WINK/AFFILIATE REVENUE SHARE



                               WINK RESPONSE SERVICE TRANSACTION FEE




PURCHASE TRANSACTION FEES                                             AFFILIATE REVENUE SHARE
----------------------------------------------------------------------------------------------------
(Viewer name, address, credit card)                               National Ads        Local Ads
1-5,000 transactions/mo                                           [     *     ]     [     *     ]
5,001-25,000 transactions/mo                                      [     *     ]     [     *     ]
25,001-100,00 transactions /mo                                    [     *     ]     [     *     ]
100,001-250,000 transactions/mo                                   [     *     ]     [     *     ]
250,001-500,000 transactions/mo                                   [     *     ]     [     *     ]
500,001-up transactions/mo                                        [     *     ]     [     *     ]



REQUEST TRANSACTION FEES
----------------------------------------------------------------------------------------------------
(Viewer name, address only)

1-5,000 transactions/mo                                           [     *     ]     [     *     ]
5,001-25,000 transactions/mo                                      [     *     ]     [     *     ]
25,001-100,00 transactions /mo                                    [     *     ]     [     *     ]
100,001-250,000 transactions/mo                                   [     *     ]     [     *     ]
250,001-500,000 transactions/mo                                   [     *     ]     [     *     ]
500,001-up transactions/mo                                        [     *     ]     [     *     ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portion shave been filed with the Commission.

Page 9 of 13

ATTACHMENT B

ANCILLARY CHARGES

1.      Local Ad Insertion Module

        Equipment:    [     *     ] for Annex and SeaChange PC
                      [     *     ]
        Monthly Fee:  [     *     ]

2. UNLIMITED VIRTUAL CHANNELS

Equipment:    [     *     ]
              [     *     ]
Monthly Fee:  [     *     ]

3. CUSTOMER SUPPORT

[ * ] technical support incident per month is included with the contract. Additional incidents are charged at a rate of [ * ]. A service contract is also available for [ * ] which includes 3 incidents per month.

4. CONSULTATIVE SERVICES

Telephone consulting is billed at [ * ]. On-site consulting is billed at [ * ].


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Page 10 of 13

                                  ATTACHMENT C


        CHARTER CFT-BOM
        ---------------
 QTY                      COMPUTERS                        PART NUMBER          UNIT COST   ITEM COST
 ---                      ---------                        -----------          ---------   ---------
1      WINK BROADCAST SERVER (WBS)                                               $9,136.20    $9,136.20
       Sun Ultra Enterprise 1 Model                       A11-UBA1-9S-064CE      $5,775.00
       170 w/167MHz
       TGX Graphics Sbus Adapter                                     X711OA        $809.00
       17" Color Monitor                                             X7103A        $693.00
       Sun 1.44 Internal Floppy Drive                                X6001A        $115.00
       Sun CD 12 Internal CD ROM                                    X61661A        $231.00
       Fast Ethernet 10/100 Sbus Adapter                             X1059A        $612.00
       Sun Country Kit-UNIX (Keyboard, Mouse, Power Cords)           X3540A          $0.00
       Sun Silver Server Support                   Ultra 1 model 170 Silver        $619.20
       Solaris Media 2.5.1                                 SOLD 2.5.1 APR97         $77.00
       System Configuration-OS                                      IS-101D         $85.00
       System Configuration                                          IS-203        $120.00
       Wink Broadcast Server Software                                           License
1      WINK RESPONSE SERVER (WRS)                                                 $9,136.20  $13,336.20
       Sun Ultra Enterprise 1 Model 170 w/167MHz          A11-UBA1-9S-064CE      $5,775.00
       TGX Graphics Sbus Adapter                                     X711OA        $809.00
       17" Color Monitor                                             X7103A        $693.00
       Sun 1.44 Internal Floppy Drive                               X6001 A        $115.00
       Sun CD 12 Internal CD ROM                                    X61661A        $231.00
       Fast Ethernet 10/100 Sbus Adapter                             X1059A        $612.00
       Sun Country Kit/UNIX (Keyboard, Mouse, Power Cords)           X3540A          $0.00
       Sun Silver Server Support                    Ultra I model 170 Silver       $619.20
       Solaris Media 2.5.1                                 SOLD 2.5.1 APR97         $77.00
       System Configuration-OS                                      IS-101D         $85.00
       System Configuration                                          IS-203        $120.00
       Oracle Enterprise Server 7.3.2.1 for Solaris                              $4,200.00
       Wink Response Server Software                                            License
1      WINK GATEWAY PC                                                           $2,415.00    $2,415.00
       PC-Rack Mountable
       Rackmount Case w/250 Power Supply                           SRPC-210
       Slide Rail Set
       Pentium 166MHz Motherboard w/512K Cache
       32 MB RAM
       1.2 GB WD EIDE Internal Hard Drive
       3.5" - 1.44MB Teac Internal Floppy Drive
       24X Toshiba IDE CD-ROM
       Diamond Stealth PCI w/2MB
       3COM 3C900 PCI Ethernet (Port #1)
       3COM 3C900 PCI Ethernet (Port #2)
       Additional Com Card for Com3 Com4 LPT2
       Windows NT Workstation 4.0 CD-ROM
       Mouse
       14" SVGA Color Monitor
       Rackmount Keyboard w/Mouse Tray                              RMK-110
       Wink's Gateway Software
       COMPUTER PERIPHERALS
2      US Robitics Courier V. Everything                    A22536-001224-0        $263.00      $526.00

Page 11 of 13

       TERMINAL SERVERS
1      Xylogics Annex Three - 64-port, net-boot, twisted pair  AX3-32/32-IN-100      $4,895.00    $4,895.00
12     Annex Modem (DCE) Cable-50pin Telco  Fan to 6 Male DB25  AX3-CBL-DCE-100        $110.00    $1,320.00
1      Annex Three Software-DCROM                                     CM0014007        $340.00      $340.00
       CABLE HEADEND EQUIPMENT
20     Norpak TTX-745 NABTS Decoder (2/channel)                                       $400,001    $8,000.00
10     MVPII-DIU v0.7 or greater                                                                  Charter
====== ====================================================================        =========== ============
                                                                                   Total Cost:   $39,968.40
------ --------------------------------------------------------------------        ----------- ------------

        CHARTER DCT-BOM
 QTY                      COMPUTORS                        PART NUMBER          UNIT COST   ITEM COST
 ---                      ---------                        -----------          ---------   ---------
1      WINK BROADCAST SERVER (WBS)                                               $9,136.20    $9,136.20
------ -------------------------------------------------------------------- ----------- ------------
       Sun Ultra Enterprise 1 Model 170 w/167MHz          A11-UBA1-9S-O64CE      $5,775.00
       TGX Graphics Sbus Adapter                                     X7110A        $809.00
       17" Color Monitor                                             X7103A        $693.00
       Sun 1.44 Internal Floppy Drive                                X6001A        $115.00
       Sun CD 12 Internal CD ROM                                    X61661A        $231.00
       Fast Ethernet 10/100 Sbus Adapter                             X1059A        $612.00
       Sun Country Kit-UNIX (Keyboard, Mouse, Power Cords)           X3540A          $0.00
       Sun Silver Server Support                   Ultra 1 model 170 Silver        $619.20
       Solaris Media 2.5.1                                 SOLD 2.5.1 APR97         $77.00
       System Configuration - OS                                    IS-101D         $85.00
       System Configuration                                          IS-203        $120.00
       Wink Broadcast Server Software                                           License
1      WINK RESPONSE SERVER (WRS)                                                $9,136.20   $13,336.20
------ -------------------------------------------------------------------- ----------- ------------
       Sun Ultra Enterprise 1 Model 170 w/167MHz          All-UBA1-9S-064CE      $5,775.00
       TGX Graphics Sbus Adapter                                     X7110A        $809.00
       17" Color Monitor                                             X7103A        $693.00
       Sun 1.44 Internal Floppy Drive                                X6001A        $115.00
       Sun CD 12 Internal CD ROM                                    X61661A        $231.00
       Fast Ethernet 10/100 Sbus Adapter                             X1059A        $612.00
       Sun Country Kit-UNIX (Keyboard, Mouse, Power Cords)           X3540A          $0.00
       Sun Silver Server Support                   Ultra 1 model 170 Silver        $619.20
       Solaris Media 2.5.1                                 SOLD 2.5.1 APR97         $77.00
       System Configuration-OS                                      IS-101D         $85.00
       System Configuration                                          IS-203        $120.00
       Oracle Enterprise Server 7.3.2.1 for Solaris                              $4,200.00
       Wink Response Server Software                                            License
1      WINK GATEWAY PC                                                           $2,415.00    $2,415.00
------ -------------------------------------------------------------------- ----------- ------------
       PC-Rack Mountable
       Rackmount Case w/250 Power Supply                           SRPC-210
       Slide Rail Set
       Pentium 166MHz Motherboard w/512K Cache
       32 MB RAM
       1.2 GB WD EIDE Internal Hard Drive
       3.5" - 1.44MB Teac Internal Floppy Drive
       24X Toshiba IDE CD-ROM
       Diamond Stealth PCI w/2MB
       3COM 3C900 PCI Ethernet (Port #1)
       3COM 3C900 PCI Ethernet (Port #2)
       Additional Com Card for Com3 Com4 LPT2
       Windows NT Workstation 4.0 CD-ROM
       Mouse
       14" SVGA Color Monitor
       Rackmount Keyboard w/Mouse Tray                              RMK-110
       Wink's Gateway Software

Page 12 of 13

       COMPUTOR PERIPHERALS
2      US Robitics Courier V. Everything                        A22536-001224-0        $263.00      $526.00
       TERMINAL SERVERS
1      Xylogics Annex Three - 32-port, net-boot, twisted pair  AX3-32/32-1N-300      $3,550.00    $3,550.00
6      Annex Modem (DCE) Cable-50pin Telco Fan to 6 Male DB25   AX3-CBL-DCE-100        $110.00      $660.00
1      Annex Three Software-DCROM                                     CM0014007        $340.00      $340.00
       CABLE HEADEND EQUIPMENT
20     Norpak TTX-745 NABTS Decoder (2/channel)                                        $400.00    $8,000.00
====== ====================================================================        =========== ============
                                                                            TOTAL COST:          $37,963.40

Page 13 of 13

ATTACHMENT D

ADDENDUM

March 16, 1998

Affiliate will launch Wink in St. Louis, Missouri Operating Area by September 1, 1998. Wink will negotiate the procurement of Wink engine software from General Instrument at no charge on all CFT-2200 boxes deployed in St. Louis through September 1, 1999. Starting on September 1, 1998, Charter will pay Wink $1,500/mo. for Wink server software in St. Louis. After one year, monthly fee will revert to $3,000/mo. for term of the Agreement. Per the Wink-Charter contract, installation fee of $15,000 will be payable to Wink upon successful launch in St. Louis. Charter will provide server hardware for launch per Attachment C of the contract. These terms specific to St. Louis supercede any conflicting terms that may exist in the aforementioned contract.

WINK COMMUNICATIONS, INC.               CHARTER COMMUNICATIONS, INC.

By: /s/ G.R. CLARK                      By: /s/ STEPHEN E. SILVA
    -------------------------------         ------------------------------------

Name: G.R. Clark                        Name: Stephen E. Silva
     ------------------------------          -----------------------------------

Title: Vice President                   Title: VP Corporate Development
      -----------------------------           ----------------------------------
                                                  & Implementation


ATTACHMENT E

ADDENDUM

This addendum is associated with the Cable Affiliation Agreement signed by Wink Communications and Charter Communications on October 8, 1997. This addendum shall supercede any contradictions in Terms in the Cable Affiliation Agreement.

Whereas Vulcan Ventures, the parent company of Charter, has purchased over nine million (9,000,000) dollars worth of Wink preferred stock, and Wink wishes to provide certain terms for the first two Charter systems targeted to launch Wink."

Whereas Charter has purchased, for the first time in any Charter system, over 50,000 advanced analog or digital converters compatible with the Product, and Wink wishes to provide certain terms to accelerate the deployment of Wink in those markets.

Now, therefore, the parties agree as follows:

a) This addendum is effective as of the dates below and will extend the term of the existing Cable Affiliation Agreement, signed on October 8, 1998, to December 31st, 2001.

b) Affiliate will launch Wink to a minimum of 200,000 homes by December 31, 2001.

c) Charter will deploy Wink in all homes with advanced analog or digital converters throughout it's St. Louis, Missouri and Maryville, Illinois systems. A minimum of 25,000 Wink enabled two-way homes will be deployed by December 31, 1999. If not achieved, Affiliate will not receive revenue guarantee per (d) on any deployed boxes for that year. A minimum of 50,000 Wink enabled two-way homes will be deployed by December 31, 2000. If not achieved, Affiliate will not receive revenue guarantee per (d) on any deployed boxes for that year.

d) Wink will guarantee [*] of request and purchase transaction revenue share per Wink enabled two-way household in each of the first two years of this Agreement. Wink will guarantee [*] of revenue share in year three. If required, an annual payment to Affiliate will occur at year-end 1999, 2000, and 2001 for the balance of the guarantee. The guarantee payment will be based on number of Wink two-way households launched multiplied by the number of months each box has been installed that year. This will be multiplied by the prorated monthly guarantee for that year minus the actual revenues paid to Affiliate throughout the year. (Years 1999 and 2000: [*]/month) (Year 2001: [*]/month). The guarantee will apply to the St. Louis/Maryville system only.

e) Wink will extend a revenue guarantee offer to the Affiliate system in Los Angeles, CA. When Affiliate launches Wink in Los Angeles, all two-way boxes deployed in subsequent six months will qualify for the same revenue guarantee structure as outlined in (d) above through term of this Agreement.

f) Wink will provide [*] in joint launch marketing funds for St. Louis and [*] in joint marketing funds for Los Angeles, provided that each system deploys Wink in 1999.


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

g) Affiliate will sell local ads that are Wink enhanced to local advertisers in the St. Louis, Maryville, and Los Angeles launch markets. Wink will provide tools, training, and support to Affiliate's local advertising sales group in all launch markets.

h) Wink will provide a [*] gross revenue share, or pay Affiliate per Attachment A, whichever is greater, on all Wink purchase and request transactions per Wink enabled household.

i) Wink will waive the upfront $2.00 engine software license fee and fees associated with downloading to CFT-2200 or CFT-2200i converters in all launch markets.

j) Affiliate will pay the lower of the Wink server license fees per Attachment D of this contract or Wink's then current rate card.

k) Affiliate will provide launch marketing support for Wink to include local ad avails to introduce and support the Wink Service in all markets where Wink has been deployed.

l) Section 2.3 of the Cable Affiliation Agreement shall be modified to read:
2.3 WINK grants to Charter Communications local terrestrial exclusive use of the WINK Service in all markets where Charter has launched the Wink Service. Local exclusivity shall be defined as other CATV, MMDS, LMDS, Microwave or Cellular based operators competing in Charter markets. Local exclusivity does not include National Satellite services or National Broadcast Network video feeds. Wink also grants to Charter Communications
[*] exclusivity through June 30, 1999, for all Charter markets where the WINK Service is launched.

m) Section 2.3 of the Cable Affiliation Agreement shall be modified to read;
2.3 Wink grants to Charter Communications local terrestrial exclusive use of the Wink Service in all markets where Charter has launched the Wink Service. Local exclusivity shall be defined as other CATV, MMDS, LMDS, Microwave or Cellular based operators competing in Charter markets. Local exclusivity does not include National Satellite services or National Broadcast Network video feeds. Wink also grants to Charter Communications National Satellite Services exclusivity through June 30, 1999, for all Charter markets where the Wink Service is launched.

WINK COMMUNICATIONS, INC. CHARTER COMMUNICATIONS, INC.

By: /s/ MARY AGNES WILDEROTTER                By:   /s/ STEPHEN E. SILVA
    ---------------------------                   -----------------------------

Name: Mary Agnes Wilderotter                  Name: Stephen E. Silva
     --------------------------                     ----------------------------

Title: President & CEO                        Title: V.P. Corporate Development
       ------------------------                      ---------------------------

Date: 3/12/99                                 Date: 1/6/99
    ---------------------------                     ----------------------------


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

* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed

with the Commission.


EXHIBIT 10.13

MASTER AFFILIATION AGREEMENT
DIRECTV

THIS Master Agreement is made as of the 22nd day of December, 1998 (the "Effective Date"), by and between WINK COMMUNICATIONS, INC., a California corporation ("Wink"), whose address is 1001 Marina Village Parkway, Alameda, CA 94501 and DIRECTV, Inc., a California corporation ("DIRECTV"), whose address is 2230 East Imperial Highway, El Segundo, CA 90245.

1. GRANT OF LICENSE

1.1        Subject to the terms of this Master Agreement, Wink hereby grants to
           DIRECTV a non-exclusive license (the "License") to use the Wink
           software products listed in Exhibit B (hereinafter collectively
           referred to as "Wink Software") to deliver interactive program(s)
           which are compliant with the Wink interactive communications
           application protocol ("Interactive Wink Programs") to DIRECTV
           subscribers which are located in the continental United States,
           Alaska, Hawaii, and the US territories in the Caribbean (the
           "Territory").

1.2.       Except as specifically permitted in this Master Agreement, this
           License is not transferable, nor may any rights hereunder be
           transferred, assigned or sub-licensed in whole or in part without
           Wink's prior written consent.

1.3.       "Updates" shall mean updates containing error corrections or minor
           enhancements to the Wink Software created by or for Wink, and
           designated by a change in version number to the right of the decimal
           point. Updates do not include major enhancements to the Wink Software
           designated by changes in the version number to the left of the
           decimal point. Wink shall provide a license to all Updates at no
           charge to DIRECTV during the term of this Master Agreement and
           DIRECTV, in its sole discretion, shall have the option to utilize
           such Updates in providing Interactive Wink Programs to DIRECTV
           subscribers. "New Release" shall mean a major release of the Wink
           Software which occurs subsequent to the Measurement Date (as defined
           below), which contains significant new functionality), and/or major
           enhancements, and which is designated by a change in the digit or
           digits to the left of the decimal point in the version number. Wink
           shall offer to DIRECTV a license to all New Releases created by Wink
           during the Term on terms that are as favorable or more favorable than
           the terms of any agreement Wink has entered into with other United
           States video distributors, including all cable operators, for the
           provision of the New Releases; provided, however, that in no event
           shall DIRECTV's decision not to license any New Release have any
           impact whatsoever on the functionality of the current Wink Software
           or DIRECTV's ability to provide Interactive Wink Programs to DIRECTV
           subscribers throughout the Term, and provided that DIRECTV shall be
           under no obligation to license or launch such New Releases. If a New
           Release has not been made available to other parties, Wink agrees to
           offer to DIRECTV a license to such New Release at a one- time fee
           equal to Wink's costs (on a Time and Materials basis) in developing
           and testing the New Release, which estimate shall be made by Wink in
           it's sole and reasonable discretion, and documented in writing to
           DIRECTV.

1.4.       For purposes of this Master Agreement, a "Participating Manufacturer"
           shall mean a manufacturer of equipment capable of receiving DIRECTV
           signals ("DIRECTV System Receiver") which has:

           (a)        a valid and current Manufacturer Agreement with DIRECTV
                      ("DIRECTV System Manufacturer") for the manufacture and
                      sale of DIRECTV Systems; and

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

* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 1


(b) a valid and current license agreement with Wink for Wink's client software for digital TV reception products (the "Wink Engine"). A DIRECTV System Receiver which has a resident Wink Engine, and which has been enabled to receive both DIRECTV programming and Interactive Wink Programs transmitted over DIRECTV's network, shall be referred to in this Master Agreement as a "Wink-enabled DIRECTV System Receiver".

2. TERM

The "Term" of this Master Agreement shall commence on the Effective Date and shall automatically terminate five (5) years thereafter. DIRECTV may terminate the Master Agreement at any time after a period of three (3) years following the first day the Interactive Wink Programs are distributed to and received by at least 10,000 Wink-enabled DIRECTV System Subscribers (the "Measurement Date") in accordance with the terms of this Master Agreement. Notice of DIRECTV's intent to so terminate must be received by Wink no later than sixty (60) days prior to the effective date of such termination. As used herein, "Wink-enabled DIRECTV System Subscriber" shall mean each DIRECTV subscriber that (i) receives or separately pays for satellite television service from DIRECTV or a company acting on behalf of DIRECTV; and (ii) has activated one or more Wink-enabled DIRECTV System Receivers. The parties agree that DIRECTV may, in its sole discretion, extend the Master Agreement upon the expiration of the Term for a three year period, provided that DIRECTV shall provide prior written notice to Wink no later than sixty (60) days prior to the date of expiration of the Term of its intention to extend the Term. Such extension of the Term shall be granted on the most favorable rates, terms and conditions offered or made available to any United States video distributor, including cable operators, but may not reflect the terms of this Master Agreement. Wink agrees to give written notice to DIRECTV no later than one hundred and twenty
(120) days prior to the date of expiration of the Term of the rates, terms and conditions available to DIRECTV for such extension.

3. INTEGRATION AND DEPLOYMENT

3.1. The parties agree to the preliminary statement of work defined in Exhibit E and the preliminary schedule defined in Exhibit F. The parties further agree to use their best commercially reasonable efforts to develop a final statement of work ("Final Statement of Work") and a final schedule ("Final Schedule") within thirty (30) days of the Effective Date of this Master Agreement. Once the Final Statement of Work and Final Schedule have been agreed upon, neither party shall make any modifications to the Final Statement of Work and/or the Final Schedule without the other party's prior written consent. Each party acknowledges and agrees that changes to the Final Statement of Work or the Final Schedule may result in additional work and/or expense for the other party and may require changes to the Wink Engine for all or some Wink-enabled DIRECTV System Receivers. The work and expense incurred by Wink shall be estimated and provided to DIRECTV on a cost (Time and Materials) basis, and, if accepted by both parties, shall be incorporated into a revised Final Statement of Work and Final Schedule. The work and expense incurred by DIRECTV shall be estimated and provided to Wink on a cost (Time and Materials) basis, and, if accepted by both parties, shall be incorporated into a revised Final Statement of Work and Final Schedule. The work and expense incurred by Participating Manufacturers, if any, shall be estimated and provided by Wink in collaboration with Participating Manufacturers, and, if accepted by each of DIRECTV, Wink and the applicable Participating Manufacturer, shall be incorporated into a revised Engine Statement of Work, as described further in Exhibit A-1 of Exhibit I. The parties agree that DIRECTV shall pay Wink fifty percent (50%) of any non-recurring engineering fees detailed in such Engine Statement of Work and waived by Wink in accordance with Section 4.1 of Exhibit I, up to a maximum of one hundred and fifty thousand dollars ($150,000); provided, however, that Wink

Proprietary and Confidential 2


shall not charge any Participating Manufacturer for any cost or expense related to such non-recurring engineering fees. Such payment shall be made within thirty (30) days of such Participating Manufacturer's acceptance of the final object code for the applicable Wink Engine. The parties further agree that the total cumulative incremental expense incurred by DIRECTV and Participating Manufacturers caused by changes to the Final Schedule and Final Statement of Work shall not exceed one hundred thousand dollars ($100,000) unless the changes requested introduce major new functionality, result in major architectural changes to Wink Software or result in other similar major disruption of the project not contemplated by the preliminary statement of work in Exhibit E and the preliminary schedule in Exhibit F; provided, however, that neither DIRECTV nor any Participating Manufacturer shall be responsible for any such incremental costs or expense due to changes to either the Final Statement of Work or the Final Schedule which have been proposed solely by Wink.

3.2. The parties agree that the active participation and support of DIRECTV System Manufacturers is essential to the parties ability to deploy Interactive Wink Programs to Wink-enabled DIRECTV System Receivers. Wink agrees to license the Wink Engine to any DIRECTV System Manufacturer on the terms defined in Exhibit I. DIRECTV agrees to use commercially reasonable efforts to encourage both Thomson Consumer Electronics and Hughes Network Systems to enter into such license agreements with Wink under terms substantially similar to those defined in Exhibit I for the product which each manufacturer reasonably anticipates as its highest volume DIRECTV System Receiver offered in 1999 and covering all shipments after January 1, 1999 of such DIRECTV System Receivers to DIRECTV subscribers located in the United States; provided, however, that [ * ]. Notwithstanding anything herein to the contrary, either party, upon written notice to the other party, may terminate this Master Agreement. without any liability to the other party in the event that Thomson Consumer Electronics has not entered into a licensing agreement with Wink, as is contemplated above, within thirty (30) days of the Effective Date.

3.3. Wink shall, at Wink's sole cost and expense (including taxes and freight), purchase for and on behalf of DIRECTV and deliver to DIRECTV at such location as DIRECTV shall designate, all equipment
(including total system-redundant equipment for back-up use) necessary to run the Wink Software and to enable DIRECTV's insertion of Interactive Wink Programs, including Wink Virtual Channels pursuant to Section 3.9, into DIRECTV's signals (the "Equipment"), with the exception that any personal computers utilizing or running Microsoft Windows 95 or Windows NT required to operate the Wink Software will be provided by DIRECTV, at DIRECTV's sole cost and expense, and such computers shall not be deemed Equipment hereunder. The panics agree that Wink shall have no obligation to provide any additional equipment that may be required to enable storage or insertion of Interactive Wink Programs not provided by Wink or by a Programmer (as defined below) as part of such Programmer's video signal. All Equipment provided by Wink to DIRECTV hereunder shall become the sole property of DIRECTV upon installation at DIRECTV's Facilities, as defined below.

(a) Wink shall assist DIRECTV, as DIRECTV may request and at no additional cost to DIRECTV, in connection with the installation of the Equipment at its Facilities. For purposes of this Master Agreement, "Facilities" shall mean DIRECTV's broadcast centers in Castle Rock, CO, Los Angeles, CA and those locations designated by DIRECTV as additional DIRECTV broadcast centers, if any, during the Term. Exhibit J provides a preliminary list of Equipment to be provided by Wink, and is


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 3


           subject to a final site visit by Wink's Operations department.

(b)        Wink, at its sole cost and expense, shall, subject to DIRECTV's
           direction and control, install and integrate the Wink Software into
           DIRECTV's equipment and facilities to ensure the reliable
           transmission of the Interactive Wink Programs. Alternatively, at
           DIRECTV's option, Wink shall assist DIRECTV in DIRECTV's installation
           and integration thereof.

(c)        Wink's assistance and/or installation and integration as provided in
           paragraphs (a) and (b), above (i) shall occur during normal business
           hours (i.e., 9am to 5pm, Monday through Friday, excluding holidays)
           and during such time periods which are scheduled in advance by the
           parties and (ii) shall be subject to DIRECTV's customary safety and
           security procedures employed at its Facilities.

3.4.       Wink agrees to provide DIRECTV with Technical Development Fees, as
           compensation for DIRECTV's technical development and support of
           Interactive Wink Programs, in the amount of [ * ] due and payable on
           the Measurement Date, as defined in Section 2, above.

3.5.       Except as otherwise set forth herein, DIRECTV will not prevent the
           distribution on the DIRECTV system of Interactive Wink Programs
           inserted by Programmer, as defined below, in the VBI or MPEG of video
           signals, distributed 24 hours a day, from a broadcaster or cable
           programmer with whom DIRECTV, and entities wholly owned by DIRECTV
           and which provide video programming to DIRECTV Subscribers, have a
           valid agreement for carriage (each, a "Programmer"), and agrees to
           pass Interactive Wink Programs to Wink-enabled DIRECTV System
           Receivers without any charge to such Programmers during the Term of
           this Master Agreement, provided that each Programmer has agreed to
           provide and does provide such Interactive Wink Programs at no cost to
           DIRECTV, and that such Interactive Wink Programs shall be limited to
           using the equivalent of three (3) VBI lines (equal to 30 kbits/sec.)
           per programming service. Notwithstanding the above, the parties agree
           that DIRECTV shall not be obligated to dedicate aggregate bandwidth
           in excess of [*] to all Interactive Wink Programs provided by
           Programmers in conjunction with such Programmers' video signals,
           unless separately agreed upon between Wink and DIRECTV. During such
           time that the actual, aggregate bandwidth utilized by such Programs
           is less than [*], DIRECTV agrees to transmit all such Interactive
           Wink Programs: provided, however, that once the aggregate amount of
           available Interactive Wink Programming meets or exceeds [*], DIRECTV,
           in its sole discretion, shall select the Interactive Wink Programming
           transmitted to the applicable DIRECTV System Subscribers, which
           selection shall, in the aggregate, equal no less than [*].

3.6        Wink shall use commercially reasonable efforts to ensure that each
           Interactive Wink Program provided by a Programmer is directly related
           in content, nature and intended audience to the video programming and
           advertising actually being provided by such Programmer at the same
           time that such Interactive Wink Program is provided and thus has the
           purpose of enhancing or providing additional detail or information
           regarding such video programming or advertising, as applicable. Wink
           shall ensure that the Interactive Wink Programs are provided to
           DIRECTV pursuant to a then-current and valid license agreement
           between the Programmer and Wink. If the conditions, including but not
           limited to those set forth above, related to any Programmer's
           obligations to Wink are not met, or any Programmer uses Interactive
           Wink Programs to promote, either directly or indirectly, competing
           multichannel video service providers, or DIRECTV is challenged and
           fails to receive an acceptable indemnity from Programmer for the
           content of Interactive Wink Programs, DIRECTV shall not be obligated
           to pass such Interactive Wink Programs and may, at DIRECTV's option,
           immediately terminate carriage of the Interactive Wink Programs with
           respect to such Programmer

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

* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 4


           for the remainder of the Term; provided, however, DIRECTV, in its
           sole discretion, may elect to reinstate the transmission of such
           Programmer's Interactive Wink Programs, if any, at any point during
           the Term. The parties further agree that this Master Agreement in no
           way creates any obligation on behalf of DIRECTV to carry or pass any
           other form of programming or data of any Programmer.

3.7        Wink shall ensure that at least ten (10) Programmers have agreements
           with Wink to provide original Interactive Wink Programs for no less
           than five (5) hours each week during the Term and Wink shall provide
           DIRECTV with weekly Interactive Wink Program schedules for such
           Programmers. Wink shall provide DIRECTV with notice at least thirty
           (30) days before commencement of national transmission of Interactive
           Wink Programs by new Programmers or termination of national
           transmission of Interactive Wink Programs by existing Programmers.
           Notwithstanding the above, and although the parties acknowledge and
           agree that the elimination or addition of individual Interactive Wink
           Programs does not require notice by Wink to DIRECTV, Wink shall use
           commercially reasonable efforts to notify DIRECTV of such changes as
           soon as possible. If the number of Programmers falls below ten (10),
           Wink shall promptly notify DIRECTV in writing that the number has
           fallen below ten (10), and Wink shall have sixty (60) days to acquire
           additional Programmers such that there are at least ten (10)
           Programmers or more providing at least the Minimum Amount (as defined
           below) of Interactive Wink Programs. If after sixty (60) days
           following notice to DIRECTV Wink does not have at least ten (10)
           Programmers providing the Minimum Amount of Interactive Wink
           Programs, DIRECTV shall have the right to (a) cease passing any
           Interactive Wink Programs from Programmers and (b) declare that Wink
           has materially breached this Master Agreement. DIRECTV may then
           terminate this Master Agreement in accordance with the terms of
           Section 13 and/or exercise its other rights and remedies hereunder.
           If any Programmer fails to provide at least five (5) hours of
           original Interactive Wink programming per week (the "Minimum
           Amount"), Wink shall promptly notify DIRECTV in writing of this fact,
           and Wink shall have thirty (30) days to increase that Programmer's
           amount of such programming to at least the five (5) hour weekly
           minimum. If Wink is unable to deliver the Minimum Amount of such
           programming within the thirty (30) day cure period, or (ii) such
           Programmer falls below the Minimum Amount of required programming
           more than three times in any running six (6) month period, DIRECTV,
           at its option, may immediately terminate carriage of the Interactive
           Wink Programs with respect to such Programmer for the remainder of
           the Term; provided, however, DIRECTV, in its sole discretion, may
           elect to reinstate the transmission of such Programmer's Interactive
           Wink Programs, if any, at any point during the Term.

3.8        DIRECTV, at its option, shall either (i) provide to Wink maximum
           bandwidth equivalent to sixty (60) kbits/sec in one DIRECTV satellite
           transponder data stream provided that Wink shall use such bandwidth
           solely for the purpose of delivering various full screen Interactive
           Wink Programs ("Wink Virtual Channels") required for customer-related
           educational services for Wink DIRECTV System Subscribers, including
           but not limited to a credit card registration program, a Wink user's
           guide program and interactive tutorial, a transaction history program
           featuring Wink DIRECTV System Subscribers most recent transactions,
           and a Wink guide to upcoming Interactive Wink Programs related to
           scheduled video programming (collectively, the "Wink Customer Service
           Virtual Channel"), or (ii) incorporate the applicable content of
           Wink's Virtual Channels, in the aggregate amount of no more than the
           bandwidth equivalent of sixty (60) kbits/sec., into one or several
           Interactive Wink Programs provided by DIRECTV to DIRECTV System
           Subscribers for purposes of delivering customer service to such
           subscribers at no cost or fee charged by Wink for such incorporation.
           If applicable, Wink shall not use its Wink Customer Service Virtual
           Channel for advertising or any purpose other than as specified herein
           without DIRECTV's prior written

Proprietary and Confidential 5


           consent. DIRECTV, in its reasonable discretion, shall review the
           content of the Wink Customer Service Virtual Channel prior to
           DIRECTV's insertion and delivery to its DIRECTV Subscribers.

3.9.       Subject to DIRECTV's prior written request and commitment to
           distribute selected Interactive Wink Programs, Wink, at its sole cost
           and expense, agrees to create and deliver in final electronic form,
           to the Facilities, a minimum of five (5) Wink Virtual Channels as
           described in Exhibit G. DIRECTV may also elect distribute other
           Interactive Wink Programs, including but not limited to Wink Virtual
           Channels, created by DIRECTV and/or third parties using the Wink
           Software. Third party providers of additional Interactive Wink
           Programs accepted for carriage by DIRECTV shall be referred to as
           "Third Party Wink Program Providers." DIRECTV shall be responsible
           for any additional equipment required to support and transmit Third
           Party Interactive Wink Programs not created and provided by Wink or
           Programmers as part of such programmer's video signal, and for
           payment, if any, to third party rights holders, including but not
           limited to studios, acting, on-air and other talent, news and sports
           data providers, professional and college sports leagues or teams, and
           all other entities necessary for the creation and distribution by
           DIRECTV of Interactive Wink Programs supplied by DIRECTV or Third
           Party Program Providers. Other than those revenues related to Wink
           Revenue Transactions, as defined below, any and all other revenue,
           access fees or other payments received by DIRECTV from such Third
           Party Wink Program Providers shall, as between DIRECTV and Wink,
           belong solely to DIRECTV. Wink agrees to offer any Wink Virtual
           Channels created or marketed by Wink on terms that are at least as
           favorable as those offered to any other distributor of video
           programming (each an "Other Programming Distributor").

3.10       Wink agrees to fully fund the full time services of an experienced
           Wink Consultant (including, but not limited to travel, lodging and
           living expenses) working at either DIRECTV's Facilities or Wink's
           offices, and under DIRECTV's direction, starting within sixty (60)
           days of the Effective Date and continuing through the Term. DIRECTV
           agrees that this Wink staff member will work exclusively on the
           development of Interactive Wink Programs. The Wink Consultant shall
           act in the capacity of an independent contractor with respect to
           DIRECTV. As an independent contractor, Wink hereby agrees that Wink
           Consultant shall accept, and shall direct the Wink Consultant to
           follow, any reasonable directions issued by DIRECTV, through a
           designated executive representative of DIRECTV, pertaining to the
           goals to be attained and the results to be achieved by the Wink
           Consultant, including, but not limited to the execution of a
           Nondisclosure Agreement with DIRECTV, to be provided to Consultant by
           DIRECTV upon the commencement of services at DIRECTV's Facilities. As
           an independent contractor, Wink acknowledges and agrees that the Wink
           Consultant shall not have the status of an employee of DIRECTV or its
           subsidiaries. Wink acknowledges and agrees that the Wink Consultant
           shall not be eligible to participate in any employee benefit, group
           insurance or executive compensation plans or programs maintained by
           DIRECTV. DIRECTV shall not be responsible for Social Security,
           unemployment compensation, disability insurance, workers'
           compensation or similar coverage, nor any other statutory benefits,
           with respect to the Wink Consultant. Wink further agrees to provide
           any and all necessary licenses permits, insurance policies and other
           documents required for the performance of its duties hereunder at its
           own expense.

3.11       Wink, at its sole cost and expense, shall perform all Wink-related
           installation work necessary to ensure proper operation of the Wink
           Software, the Wink Response Network (as defined in section 4.1
           below) and the Wink Engine, and reliable delivery of Interactive Wink
           Programs, and shall provide on-going technical support for the Wink
           Software, the Wink Response Network and the Wink Engine during the
           Term. DIRECTV shall permit Wink secure remote access to the Wink
           Software and associated equipment solely for the specific purpose of
           monitoring and troubleshooting the provisioning of Interactive Wink
           Programs to Wink DIRECTV System Subscribers. Wink, at its sole

Proprietary and Confidential 6


           cost and expense. shall provide all technical support to DIRECTV
           staff ("Technical Support") as DIRECTV may reasonably request in
           connection with the development and distribution of Interactive Wink
           Programs and any related aspect of the Wink Software. The parties
           agree that technical support may be categorized as follows:

           (a) support to ensure proper operation of the Wink Broadcast Server
           and all other software directly associated with the transmission of
           Interactive Programs ("Emergency Technical Support") and

           (b) all other technical support, including but not limited to,
           support for Wink Studio and Wink Server Studio ("Regular Technical
           Support").

           Without limiting the generality of the foregoing, all Technical
           Support (i) shall include on-call (by telephone and dial-in modem)
           availability of Wink personnel knowledgeable in the operation and
           troubleshooting of the Wink Software and/or the Wink Response
           Network, and (ii) shall be made available at all times during the
           normal business hours of Wink. In addition, Emergency Technical
           Support shall be made available after normal business hours during
           the week and during all holidays and week-ends. If technological
           problems persist, such on-call Emergency Technical Support shall be
           provided by expert engineers and programmers. If technological
           problems prevent transmission of Interactive Wink Programs. and
           cannot be resolved through remote support, Wink shall provide on-site
           visit(s) by Wink personnel, at no cost to DIRECTV, within twenty four
           hours of DIRECTV's request.

3.12       Wink agrees to provide support to Wink-enabled DIRECTV System
           Subscribers as follows: Wink shall provide all customer service,
           without limitation, related to the Interactive Wink Programs in
           accordance with those DIRECTV Customer Service Standards set forth in
           Exhibit N hereto. Wink shall meet or exceed all requirements to the
           level set forth under Wink Standards in Exhibit N and shall use
           commercially reasonable efforts to meet or exceed all requirements to
           the level set forth under Goal in Exhibit N. Wink shall make
           available one or more toll-free numbers, staffed with such level of
           customer service representatives as is reasonably necessary to
           promptly service customer calls related to the Interactive Wink
           Programs and/or any Wink Response, as defined below in Section 4.2.
           The toll-free line(s) shall be operational at the commencement of
           Interactive Wink Program delivery and available 24 hours per day, 7
           days per week. Wink will forward all non Interactive Wink Programming
           inquiries (meaning DIRECTV Services inquiries) to the DIRECTV
           customer service line designated by DIRECTV. DIRECTV will forward all
           non DIRECTV Services inquiries (meaning Wink inquiries) to the Wink
           customer service line designated by Wink. On a quarterly basis,
           DIRECTV will review the volume of calls it receives at its call
           center that are solely related to Interactive Wink Programs. If,
           during the quarter, the volume of such calls exceeds that number
           which is equal to ten percent (10%) of the Wink-enabled DIRECTV
           System Subscribers, then the parties shall meet in order to discuss
           and determine the implementation of corrective training, staffing or
           systems as required. If, within thirty days thereafter, the volume of
           calls primarily concerning Interactive Wink Programs that are
           received by DIRECTV continues to exceed 10% of the Wink enabled
           DIRECTV System Subscriber level, then DIRECTV shall charge Wink on a
           monthly basis for the incremental costs incurred by DIRECTV in
           providing such customer service response and/or referring such calls
           to Wink. Such costs shall not average, on a monthly basis, more than
           three dollars ($3.00) per call from DIRECTV subscribers. Similarly,
           Wink will review on a quarterly basis the volume of calls it receives
           at its call center that are solely related to DIRECTV services other
           than the Interactive Wink Programs provided by Wink and Wink's
           national programming partners or basic operation of the Wink Engine
           (i.e., not including any Third Party Interactive Wink Programs). If,
           during the quarter, the volume of such calls exceeds that number
           which is equal to ten percent (10%) of the Wink-enabled DIRECTV
           System

Proprietary and Confidential 7


           Subscribers, then the parties shall meet in order to discuss and
           determine the implementation of corrective training, staffing or
           systems as required. If, within thirty days thereafter, the volume of
           calls that are solely related to DIRECTV services other than the
           Interactive Wink Programs provided by Wink and Wink's national
           programming partners or basic operation of the Wink Engine continues
           to exceed ten percent (10%) of the Wink enabled DIRECTV System
           Subscriber level, then Wink shall charge DIRECTV on a monthly basis
           for the incremental costs incurred by Wink in providing such customer
           service response and/or referring such calls to DIRECTV. Such costs
           shall not exceed three dollars ($3.00) per call from DIRECTV
           subscribers.

3.13       DIRECTV agrees to provide technical specifications and other support
           reasonably required to enable Wink to:

           (a) receive the minimum information necessary from DIRECTV's billing
           system, or other system designated by DIRECTV, to support routing of
           Wink Transactions (as defined in section 4.1 below). This
           information, which includes subscriber name, bill-to and service
           address, phone number, unique identifier of the Wink-enabled DIRECTV
           System Receiver(s), and any other information to be mutually agreed
           upon between the parties, shall be deemed Confidential Information,
           as defined in Section 12.

           (b) interface with DIRECTV equipment in order for DIRECTV to insert
           Interactive Wink Programs into a DIRECTV satellite transponder data
           stream such that the Interactive Wink Programs can be either (x)
           linked to particular video programming and only accessible to
           Wink-enabled DIRECTV System Receivers tuned to that service (e.g.
           "program-related" or "program-synchronous" Interactive Wink Programs)
           or (y) accessed independently of video programming through direct
           tuning or a Wink provided menu that can be accessed through direct
           tuning (e.g., "virtual channels"). The specifications for this
           interface are attached as Exhibit H.

           (c) integrate the Wink Software with other DIRECTV equipment and
           software, including but not limited to video playout and playlist
           control systems, asset management systems, LANs and WANs, etc., as
           reasonably necessary and determined jointly by the parties.

3.14       Wink shall keep the Wink Software, the Wink Response Network (as
           defined in Section 4.1 below) and associated equipment provided by
           Wink in good working order for uninterrupted reception and use of
           Interactive Wink Programs by Wink -enabled DIRECTV System
           Subscribers, and to ensure regular and reliable collection, reporting
           and forwarding of Wink Responses (as defined in Section 4.2 below).

3.15       Upon written request by DIRECTV, Wink agrees to develop, test and
           deliver to DIRECTV a software product capable of [*]. The preliminary
           specification for the [*] is defined in Exhibit C, and may be amended
           by mutual agreement. The parties agree that Wink shall deliver the
           [*] on the later of (a) when [*] national programming services
           carried by DIRECTV which either (i) do not transmit Interactive Wink
           Programs transmit [*] on the signal received and re-transmitted by
           DIRECTV or (ii) transmit more (measured in minutes of original
           content) [*] than Interactive Wink Programs, measured over a three
           month period, (b) [*] has been released to the public for a minimum
           of [*] months and (c) [*] months following receipt of DIRECTV written
           request for the [*]. Failure by Wink to deliver to DIRECTV the [*]
           within this time period shall constitute a material breach by Wink of
           this Master Agreement.

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

* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 8


3.16       Notwithstanding anything to the contrary set forth herein. DIRECTV
           has the right without prior notice to interrupt the carriage of
           Interactive Wink Programs at any time for the purpose of Emergency
           Broadcast and other Federal Communications Commission (FCC) mandated
           broadcasts in the Territory, or if the Interactive Wink Programs or
           response collection interferes in any way with transmission of the
           signal of the applicable channel, interferes with the operations of
           DIRECTV or causes other technical problems. DIRECTV agrees that it
           shall use commercially reasonable efforts to give notice to Wink
           within one (1) hour of any such interruption, and DIRECTV and Wink
           will each use their commercially reasonable efforts to restore the
           delivery of Interactive Wink Programs and collection of viewer
           responses as soon as possible.

4.         RESPONSES

4.1        The parties agree that Wink shall be responsible for operating a
           network (the "Wink Response Network") capable of receiving in-bound
           calls from Wink-enabled DIRECTV System Receivers, collecting Wink
           Responses (as defined in Section 4.2 below), distributing such Wink
           Responses to applicable Fulfillment Entities (as defined below), and
           reporting on such Wink Responses to DIRECTV, Programmers and other
           agreed-upon parties as necessary, for the fulfillment of Wink
           Transactions (as defined below). Wink agrees to adhere to the
           following performance standards for collection of Wink Responses:

           (a) [*] of all calls from Wink-enabled DIRECTV System Receivers shall
           connect on the 1st try.

           (b) Wink shall manage the call "load balancing" by staggering the
           calls during early morning hours, allowing for DIRECTV subscriber
           preference settings.

           (c) Wink Transactions (as defined in section 4.2 below) shall be
           collected daily. Wink will use commercially reasonable efforts to
           collect all Wink Transactions from the previous day by 6 am local
           time for responses. Wink shall ensure that [*] of all Wink
           Transactions shall be collected (and transmitted to the applicable
           Fulfillment Entity, if any) by day 1, [*] by day 2, and [*] by day 3.

           (d) Wink Responses (as defined in section 4.2 below) other than Wink
           Transactions shall be collected daily if capacity is available. Wink
           shall ensure that all Wink Responses are collected within 7 days.

4.2        For purposes of this Master Agreement, the following definitions
           shall apply:

           (a) A "Wink Response" is any DIRECTV System Subscriber response data
           generated by an Interactive Wink Program and collected electronically
           by Wink.

           (b) A "Wink Transaction" is a Wink Response initiated by Wink-enabled
           DIRECTV System Subscriber, and in which the Wink-enabled DIRECTV
           System Subscriber uses a Wink-enabled DIRECTV System Receiver to
           request products or services, whether such products and services are
           either provided at no charge to the Wink-enabled DIRECTV System
           Subscribers or require payment by the Wink-enabled DIRECTV System
           Subscriber, and where the fulfillment of that request requires the
           release of subscriber specific information by such DIRECTV System
           Subscriber, such as name and address.

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

* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 9


           (c) "Wink Revenue Transaction" are all Wink Transactions whereby Wink
           derives any revenue from any source pursuant to a DIRECTV System
           Subscriber's Wink Response; provided, however, both Wink Transactions
           and Wink Revenue Transactions specifically do not include (i) the
           purchase of a subscription to a DIRECTV television programming
           service, (ii) the purchase of a DIRECTV-supplied pay-per-view movie
           or event, or (iii) the purchase of any other video programming
           product similar to (i) and (ii) provided by DIRECTV.

           Commencing on the Measurement Date and throughout the remainder of
           the Term, Wink shall, no later than Wednesday of each week, provide
           to DIRECTV standard weekly reporting, at no charge to DIRECTV, of all
           Wink Responses generated during the previous week. Wink further
           agrees to provide at no charge to DIRECTV daily standard reports of
           Wink Transactions generated by Interactive Wink Programs inserted by
           DIRECTV into DIRECTV promotional programming, including, without
           limitation, programming which promotes DIRECTV subscription
           programming, pay-per-view movies and events and other
           DIRECTV-provided products and services ("DIRECTV Wink Programs").
           DIRECTV accepts Wink's terms for all other reporting regarding Wink
           Responses, as defined in Exhibit K. Wink warrants and represents that
           such terms are as favorable or more favorable than the terms of any
           agreement Wink has entered into with other United States video
           distributors, including cable operators, for the provision of the
           same or similar services. Wink further agrees to promptly notify
           DIRECTV in writing, should Wink decide to enter into new agreements
           or amend existing agreements with any United States video
           distributors to include more favorable terms for services similar to
           those defined in Exhibit K, and to immediately offer such terms to
           DIRECTV. Notwithstanding the foregoing and Exhibit K, Wink
           acknowledges and agrees that Wink Transactions for any DIRECTV Wink
           Program will be processed at no charge to DIRECTV (For purposes of
           illustration only, there would be no charge to DIRECTV in the event
           that a Wink-enabled DIRECTV System Subscriber upgrades his current
           DIRECTV programming package via a Wink-enabled DIRECTV Virtual
           Channel or a Wink-enabled DIRECTV barker channel). DIRECTV agrees
           that Wink Revenue Transactions shall be subject to Wink's rates for
           request for information responses ("RFI Response") and purchase
           responses ("Purchase Response"), as defined in Exhibit K. Wink agrees
           to provide all reports described above in hard copy or electronic
           form, per DIRECTV's instructions. In addition, Wink agrees that it
           shall provide DIRECTV with any improvements or additions to the
           amount and type of data that Wink generally provides to any other
           video distributor with respect to Wink Responses, Wink Transactions
           or Wink Revenue Transactions. All Wink Transactions and Wink Revenue
           Transactions shall be undertaken by Wink or its agents in accordance
           with applicable law, including, without limitation, truth in
           advertising and customer privacy laws.

4.3        During the Term of this Master Agreement, Wink shall pay to DIRECTV,
           on a monthly basis, a share of the fees on each Wink Revenue
           Transaction that is generated by a Wink-enabled DIRECTV System
           Subscriber and routed by Wink to the appropriate entity. Wink's gross
           revenues (net of returns, cancellations, bad debt allowance, etc.)
           from Wink Revenue Transactions generated by Wink DIRECTV System
           Subscribers shall be referred to as "Gross Transaction Routing Fees."
           DIRECTV's share of Gross Transaction Routing Fees shall be as set
           forth in Exhibit A. These payments made by Wink to DIRECTV for
           DIRECTV's share of such Gross Transaction Routing Fees" shall be
           defined as "Transaction Revenue Share" for purposes of this Master
           Agreement. DIRECTV specifically acknowledges and agrees that Wink is
           under no obligation to provide Participating Manufacturers with any
           share of Wink's Gross Transaction Routing Fees; [ * ]. Wink shall be
           solely responsible for all taxes and/or other similar governmental
           transactional charges, if any, with respect to all Gross
           Transactional Routing Fees.


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

* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 10


5. FEES AND PAYMENT TERMS

5.1. DIRECTV acknowledges and accepts Wink's licensing fees, rates for Wink services, and payment terms for DIRECTV as set forth in Exhibits D and K. DIRECTV may choose to utilize other products and services of Wink from time to time under this Master Agreement. These products and services will be offered by Wink to DIRECTV at the most favorable rate and terms and conditions offered or made available to any United States video distributor, including cable operators.

5.2. Wink specifically agrees to provide the [*] to DIRECTV on the following terms:

(i) Non Recurring Expense fees: lower of [*] or [*] percent of the directly attributable costs on a Time and Materials basis, payable in three equal installments on the following milestones:
agreement by the parties on the Statement of Work, delivery/approval of beta, and final delivery/approval.

(ii) On-going support at [*] mo. during the Term, payable monthly in advance.

(iii) In the event any copyrightable material results from the performance of Wink with respect to this paragraph 5.2. Wink agrees that such material and any related intellectual property rights, including without limitation, any copyrights, will be DIRECTV and Wink's joint property. The performance of the creation of the [*] and any additional works and products derived from the [*] will, from inception of their creation, be entirely the property of both Wink and DIRECTV in perpetuity throughout the world, under copyright and otherwise, free of any claim whatsoever any other person or entity. Wink further agrees, at the request of DIRECTV, to execute any and all documents which in the judgment of DIRECTV are necessary to vest ownership of such copyrightable material as provided herein and to defend the rights of DIRECTV in and to such material.

(iv) if Wink uses this [*] for the other customers, [*] of all proceeds from licensing the [*] to other customers (other than annual support fee not to exceed [*] per customer) shall be paid to DIRECTV up to the total NRE payment made by DIRECTV for the [*]. Once the total initial NRE payment made by DIRECTV has been fully recouped, the parties shall share equally in all non-support proceeds.

5.3. Wink specifically represents that the rates defined in Exhibit K are the most favorable rates, terms and conditions offered or made available to any United States video distributor, including cable operators, and agrees to immediately offer DIRECTV any terms for such services that Wink may choose to offer such parties in the future. In addition, Wink agrees to provide such terms to the parent company of DIRECTV and entities wholly owned by the parent company of DIRECTV.

5.4. The parties agree that Wink shall adapt the Wink Software for DIRECTV's facilities at DIRECTV's expense, and that the estimated expense associated with such adoption is [*]. Payment by DIRECTV shall be as follows: upon DIRECTV's approval of the final Statement of Work, DIRECTV shall pay Wink [*]. Upon Wink's delivery of the first Beta Release of the Wink Broadcast Server and A/D Gateway (as defined in the Statement of Work), DIRECTV shall pay Wink another
[*]. Upon Wink's of delivery the final version of the Wink Software adopted for DIRECTV's Facilities (as defined in the Statement of Work), DIRECTV shall pay Wink the final [*]. Wink shall immediately reimburse DIRECTV [*] on the Measurement Date, in addition to any other sums due to DIRECTV from Wink on the Measurement Date.


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 11


5.5        In no event shall Wink enter into any similar Master Agreement and/or
           licensing agreement with any other distributor of programming or
           other services received by DIRECTV Subscribers via the DIRECTV System
           without the prior written approval of DIRECTV, including but not
           limited to United States Satellite Broadcasting ("USSB").
           Notwithstanding the above, DIRECTV agrees to permit Wink to enter
           into an agreement with USSB under which USSB's usage of Wink Software
           is limited to pass through by USSB of Interactive Wink Programs
           provided as part of video signals received by USSB from video
           programmers which whom Wink has an agreement to provide such
           Interactive Wink Programs. Wink agrees that DIRECTV shall have the
           right to review and approve the terms of any such agreement between
           Wink and USSB, which approval shall not be unreasonably withheld.

5.6        On or before the forty fifth (45th) day following each month
           throughout the Term, DIRECTV shall remit to Wink all fees owed for
           the License, and for maintenance, support and other services rendered
           by Wink to DIRECTV in such month, as invoiced by Wink no later than
           fifteen days following the applicable month. Wink shall provide
           reports of and pay the Transaction Revenue Share to DIRECTV on or
           before the forty fifth (45th) day following each month throughout the
           Term. Past due payments by either party. shall bear interest at a
           rate equal to the lesser of (i) one percent (1%) per month or (ii)
           the maximum legal rate permitted under law.

5.7        DIRECTV agrees to provide quarterly reports on all Incremental Wink
           Revenues (as defined herein) generated through the use of the Wink
           Software. "Incremental Wink Revenues" shall be defined as (a)
           Transaction Revenue Share for Wink-enabled DIRECTV System Subscribers
           (for the report of which DIRECTV may attach the Transaction Revenue
           Share reports provided by Wink pursuant to Section 5.6), (b)
           incremental, net advertising sales revenue received from selling
           Interactive Wink Program enhancements in connection with local spot
           ads or any form of third party advertising or sponsorship on
           Interactive Wink Programs; provided, however that the parties
           acknowledge and agree that DIRECTV shall not report, and Wink shall
           not be entitled to any portion of, any fees or similar revenues
           related directly to the video exhibition of spot advertising and/or
           sponsorship, and (c) DIRECTV revenue shares or fees received from
           Third Party Wink Program Providers .in exchange for Wink-enabled
           advertising or other marketing services; provided, however that the
           parties acknowledge and agree that DIRECTV shall not report, and Wink
           shall not be entitled to any portion of, any fees or similar revenues
           related to payments from Third Party Program Providers for access to
           DIRECTV subscribers or distribution of that party's Interactive Wink
           Programs to DIRECTV subscribers.

5.8.       [*]

           (a) A "1999 Wink Subscriber Unit" shall be a DIRECTV System
           subscriber provided with an activated Wink-enabled DIRECTV System
           Receiver on or before the Measurement Date or, for a subscriber whose
           Wink-enabled DIRECTV System Receiver was activated prior to January
           1, 2000, the number x = the number of full months that such
           subscriber had an activated Wink-enabled DIRECTV System Receiver
           prior to January 1, 2000, divided by the number of months elapsed
           between the Measurement Date and January 1, 2000. The 1999 Revenue
           Guarantee shall be the lesser of (x) one dollar ($1.00) and (y) one
           dollar ($1.00) multiplied by the number of months

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

* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 12


elapsed between the Measurement Date and January 1, 2000 and divided by six (6). If. during 1999, DIRECTV's Incremental Wink Revenues have not reached a cumulative total equal to the 1999 Revenue Guarantee per 1999 Wink Subscriber Unit, Wink shall pay DIRECTV within forty five (45) days, the difference between the 1999 Revenue Guarantee per 1999 Wink Subscriber Unit and the actual cumulative Incremental Wink Revenues per 1999 Wink Subscriber Unit. If DIRECTV has reached a minimum of one million (1,000,000) Wink-enabled DIRECTV System Subscribers by the first anniversary of the Measurement Date, Wink agrees to guarantee certain revenues for DIRECTV as follows:

(b) A "First Year Wink Subscriber Unit" shall be a Wink-enabled DIRECTV System subscriber provided with an activated Wink-enabled DIRECTV System Receiver on or before the Measurement Date or, for a subscriber whose Wink-enabled DIRECTV System Receiver was activated within twelve (12) months of the Measurement Date, the number x = the number of full months elapsed prior to 12 months following the Measurement Date that such subscriber had a Wink-enabled DIRECTV System Receiver, divided by 12. If, within twelve (12) months of the applicable Measurement Date, DIRECTV's Incremental Wink Revenues have not reached a cumulative total of $2.50 per First Year Wink Subscriber Unit, Wink shall pay DIRECTV within forty five (45) days, the difference between $2.50 per First Year Wink Subscriber Unit and the actual cumulative Incremental Wink Revenues per First Year Wink Subscriber Unit, provided that any payments made by Wink under section 5.8(a) shall be deducted first.

(c) A "Second Year Wink Subscriber Unit" shall be a Wink-enabled DIRECTV System Subscriber provided with an activated Wink-enabled DIRECTV System Receiver on or before the first anniversary of the Measurement Date or, for a subscriber whose Wink-enabled DIRECTV System Receiver was activated after such anniversary, the number x = the number of full months elapsed after the first anniversary of the Measurement Date and prior to twenty four 24 months following the Measurement Date that such subscriber had a Wink-enabled DIRECTV System Receiver, divided by 12. If DIRECTV's Incremental Wink Revenues between the first and second anniversaries of the Measurement Date ("Year Two") have not reached a cumulative total of $2.50 per Second Year Wink Subscriber Unit, Wink shall pay DIRECTV within forty five (45) days, the difference between $2.50 per Second Year Wink Subscriber Unit and the actual cumulative Incremental Wink Revenues captured in Year Two per Second Year Wink Subscriber Unit.

(d) A "Third Year Wink Subscriber Unit" shall be a Wink-enabled DIRECTV System subscriber provided with an activated Wink-enabled DIRECTV System Receiver on or before the second anniversary of the Measurement Date or, for a subscriber whose Wink-enabled DIRECTV System Receiver was activated after such anniversary, the number x = the number of full months elapsed after the second anniversary of the Measurement Date and prior to thirty six (36) months following the Measurement Date that such subscriber had a Wink-enabled DIRECTV System Receiver, divided by 12. If DIRECTV's Incremental Wink Revenues between the second and third anniversaries of the Measurement Date ("Year Three") have not reached a cumulative total of $2.50 per Third Year Wink Subscriber Unit, Wink shall pay DIRECTV within forty five (45) days, the difference between $2.50 per Third Year Wink Subscriber Unit and the actual cumulative Incremental Wink Revenues captured in Year Three per Third Year Wink Subscriber Unit.

If DIRECTV has not reached a minimum of one million (1,000,000) Wink-enabled DIRECTV System Subscribers by the first anniversary of the Measurement Date, but does reach a minimum of one million (1,000,000) Wink-enabled DIRECTV System Subscribers within eighteen
(18) months

Proprietary and Confidential 13


of the Measurement Date, and (x) Hughes Network Systems or Sony Electronics ships over 10,000 units of a Wink-enabled DIRECTV System Receiver to residential customers prior to March 31, 2000, and (y) such Wink-enabled DIRECTV System Receiver model is reasonably anticipated by such Participating Manufacturer to be its highest volume model during the applicable model year, Wink agrees to guarantee certain revenues for DIRECTV as follows:

(e) A "First Period Wink Subscriber Unit" shall be a Wink-enabled DIRECTV System subscriber provided with an activated Wink-enabled DIRECTV System Receiver on or before the Measurement Date or, for a subscriber whose Wink-enabled DIRECTV System Receiver was activated within eighteen (18) months of the Measurement Date, the number x = the number of full months elapsed prior to eighteen (18) months following the Measurement Date that such subscriber had a Wink-enabled DIRECTV System Receiver, divided by 18. If, within eighteen (18) months of the applicable Measurement Date, DIRECTV's Incremental Wink Revenues have not reached a cumulative total of $2.50 per First Period Wink Subscriber Unit, Wink shall pay DIRECTV within forty five (45) days, the difference between $2.50 per First Period Wink Subscriber Unit and the actual cumulative Incremental Wink Revenues per First Period Wink Subscriber Unit, provided that any payments made by Wink under section 5.8(a) shall be deducted first.

(f) The Second Period shall be defined as the time between 18 months following the Measurement Date and 30 months following the Measurement Date. A "Second Period Wink Subscriber Unit" shall be a Wink -enabled DIRECTV System Subscriber provided with an activated Wink-enabled DIRECTV System Receiver within 18 months of the Measurement Date or, for a subscriber whose Wink-enabled DIRECTV System Receiver was activated after such date, the number x = the number of full months elapsed during the Second Period that such subscriber had a Wink-enabled DIRECTV System Receiver, divided by 12. If DIRECTV's Incremental Wink Revenues during the Second Period have not reached a cumulative total of $2.50 per Second Period Wink Subscriber Unit, Wink shall pay DIRECTV within forty five (45) days, the difference between $2.50 per Second Period Wink Subscriber Unit and the actual cumulative Incremental Wink Revenues captured in the Second Period per Second Period Wink Subscriber Unit.

(g) The Third Period shall be defined as the time between 30 months following the Measurement Date and 42 months following the Measurement Date. A "Third Period Wink Subscriber Unit" shall be a Wink-enabled DIRECTV System Subscriber provided with an activated Wink-enabled DIRECTV System Receiver within 30 months of the Measurement Date or, for a subscriber whose Wink-enabled DIRECTV System Receiver was activated after such date, the number x = the number of full months elapsed during the Third Period that such subscriber had a Wink-enabled DIRECTV System Receiver, divided by 12. If DIRECTV's Incremental Wink Revenues during the Third Period have not reached a cumulative total of $2.50 per Third Period Wink Subscriber Unit, Wink shall pay DIRECTV within forty five (45) days, the difference between $2.50 per Third Period Wink Subscriber Unit and the actual cumulative Incremental Wink Revenues captured in the Third Period per Third Period Wink Subscriber Unit.

6. PROMOTION AND RESEARCH

6.1        The parties agree to issue a joint and mutually agreeable press
           release announcing this Master Agreement promptly after the Effective
           Date, and in any event within 30 days of the Effective Date. Wink
           shall provide DIRECTV with a draft of this release for review and
           approval within three (3) business days of the last party's execution
           of the Master Agreement. The parties agree that such press release
           shall include a specific statement regarding the expected volume of
           Wink-enabled

Proprietary and Confidential 14


DIRECTV System Receivers to be shipped during the Term (e.g., a minimum of one million units) and the expected Measurement Date (e.g., June 1999). DIRECTV agrees to sponsor an event for the press at the announcement of the Master Agreement, the incremental cost of which shall be shared equally by the parties, subject to Wink's prior approval of such incremental costs. If the event is held at the Winter Consumer Electronics Show in January of 1999, DIRECTV agrees to fully fund such event. Wink agrees to provide all necessary support for the development of mutually agreed upon sample Interactive Wink Programs for such event, including, without limitation, adequate training of DIRECTV personnel and adequate Wink-employee staffing for demonstrations at the Winter Consumer Electronics Show.

6.2. Wink may, from time to time and in conformance with all applicable federal, state or other law, undertake marketing tests and surveys, rating polls and other research in connection with Wink-enabled DIRECTV System Subscribers, subject to limitations on Subscriber contacts with customers of certain sales agents of DIRECTV, as identified by DIRECTV from time to time. Wink shall give prior written notice to DIRECTV of the nature and scope of each such test, survey, poll or project which applies to or involves Wink-enabled DIRECTV System Subscribers. DIRECTV may in its sole discretion, to the extent permissible under applicable law, provide Wink, upon request from Wink, with reasonable assistance in conducting such research in connection with undertaking such test, survey, poll or project. Wink shall reimburse DIRECTV for all costs and expenses incurred in connection with rendering such assistance upon demand. Wink shall promptly provide DIRECTV with the results of all such tests, surveys, polls and projects at no cost to DIRECTV. The results of all such tests, surveys, polls and projects shall be Confidential Information, shall be in an aggregate form only, and shall not identify any Wink-enabled DIRECTV System Subscriber. DIRECTV agrees that Wink shall be provided with any and all research in an aggregate and anonymous form directly related to the deployment, launch, and usage of the Interactive Wink Programs service by Wink-enabled DIRECTV System Subscribers that is created or paid for by DIRECTV at no cost to Wink. Such research shall be Confidential Information as defined in Section 12 hereof.

6.3. DIRECTV acknowledges that Wink will be providing to Programmers and Third Party Wink Program Providers, if any, aggregate reports on Wink-enabled DIRECTV System Subscriber usage, vote and poll responses to the Interactive Wink Programs that originate from such Programmer's video programming and advertising or from such Third Party Wink Program Provider's Interactive Wink Programs, respectively. DIRECTV further acknowledges that Wink will be providing to Programmers, Third Party Wink Program Providers, advertisers, or parties designated by such entities to fulfill Wink Transactions ("Fulfillment Entities") both (a) aggregate reports on Wink-enabled DIRECTV System Subscriber responses and (b) provided that such Wink-enabled DIRECTV System Subscribers have not requested their removal from any such data collection, reports on individual Wink Transactions that are generated as a result of a Wink-enabled DIRECTV System Subscriber's deliberate interaction with the Interactive Wink Program to which the report relates. Wink represents and warrants to DIRECTV that: (i), except as set forth herein, it shall not collect, use or provide to any third party any information related to a Wink-enabled DIRECTV System Subscriber including, but not limited to, name, address, phone number and credit card number,
(collectively, "Wink-enabled DIRECTV System Subscriber Data"); (ii) Fulfillment Entities shall be expressly prohibited pursuant to executed written agreements with Wink from (x) collecting or using any Wink-enabled DIRECTV System Subscriber Data for purposes other than fulfilling orders and requests from the Wink -enabled DIRECTV System Subscriber, and (y) selling or providing any Wink-enabled DIRECTV System Subscriber Data to third parties, except that, notwithstanding the foregoing (x) and (y) Fulfillment Entities may be permitted to use or provide to third parties the Wink-enabled DIRECTV System Subscriber Data related to a particular Subscriber

Proprietary and Confidential 15


if such Wink-enabled DIRECTV System Subscriber has purchased a product through an Interactive Wink Program, provided that such Wink-enabled DIRECTV System Subscriber Data shall not identify DIRECTV Subscribers as "DIRECTV Subscribers." Notwithstanding the foregoing, Fulfillment Entities may use any data regarding a Wink-enabled DIRECTV System Subscriber that is collected other than in connection with the Interactive Wink Programs and without Wink's assistance. Wink agrees to provide Wink-enabled DIRECTV System Subscribers with a means of securely registering their credit card or other preferred method of payment with the Wink Response Network through an on-screen Interactive Wink Program, and agrees to clearly disclose and provide Wink-enabled DIRECTV System Subscribers with a means of "opting out" of allowing Fulfillment Entities to provide their DIRECTV System Subscriber Data to third parties (such "opt-out" option shall apply to all Wink Transactions initiated by that Wink-enabled DIRECTV System Subscriber). Such credit card registration process shall be encrypted according to current television industry encryption standards, provided that if no such standard exists, the parties shall use reasonable efforts to reach agreement on such an encryption standard. Wink further agrees to make DIRECTV a third party beneficiary of Wink's agreements with Fulfillment Entities, if permitted by such agreements, Wink represents and warrants that it shall use its best reasonable efforts to enforce its rights under such agreements with Fulfillment Entities, to DIRECTV's benefit, should such Fulfillment Entities be in breach of such agreements with respect to their unauthorized use of any DIRECTV Subscriber data.

6.4. DIRECTV agrees to promote and market the availability of the Interactive Wink Programs to Wink enabled DIRECTV System Subscribers in the Territory. The parties agree that DIRECTV may brand such interactive capabilities of the Wink-enabled DIRECTV System Receiver in DIRECTV's sole discretion under any brand DIRECTV chooses, and that DIRECTV's use of any Wink-owned or controlled brand may be done in a manner so as to be clearly subordinate to DIRECTV's brand and in conformance with DIRECTV's trademark utilization guidelines. Subject to the preceding understanding and agreement, DIRECTV agrees to use reasonable efforts to explore the use of Wink brands in DIRECTV's marketing of Interactive Wink Programs and Wink-enabled DIRECTV System Receivers. Advertising, promotional, marketing and/or sales materials concerning the Interactive Wink Programs or the Wink Software provided by Wink may be used at the sole discretion of DIRECTV. Wink agrees that it shall only provide to DIRECTV those marketing materials whereby Wink has received all necessary prior approval from the applicable Programmers and Third Party Wink Program Providers featured in such marketing materials such that no further approvals shall be required from Programmers and Third Party Wink Program Providers for minor customization of the materials, including but not limited to, adding the name, logo and other marks of DIRECTV.

6.5        DIRECTV agrees that any marketing materials separately developed by
           DIRECTV intended to promote the capabilities of the Interactive Wink
           Programs must be approved in writing by Wink prior to distribution,
           which approval shall not be unreasonably withheld or delayed.
           Notwithstanding the foregoing, use of the names and marks of Wink and
           separately Wink-developed marketing and promotional materials
           regarding Wink and the Interactive Wink Programs in routine
           promotional materials, such as program guides, program listings and
           bill stuffers, shall be deemed approved unless Wink specifically
           gives written notice to DIRECTV to the contrary. Nothing contained
           herein shall limit or restrict the right of DIRECTV to use such names
           and marks (i) in connection with the exercise of its rights hereunder
           or (ii) as permitted under any other contract or agreement, in
           connection with any advertising inserted in any television service or
           programming if the sponsor of such advertisement had the right to use
           such names and marks therein or otherwise than under this Master
           Agreement.

Proprietary and Confidential 16


6.6        DIRECTV agrees to provide to Wink at no charge, on a monthly basis,
           DIRECTV's good faith estimate of the number of Wink-enabled DIRECTV
           System Subscribers and the number of Wink-enabled DIRECTV System
           Receivers installed in Wink-enabled DIRECTV System Subscriber homes.
           The panics shall use good faith efforts in exploring methods to
           include in the monthly report data detailing the total number of
           Wink-enabled DIRECTV System Subscriber deletions, if any, and
           Subscriber breakdowns by state and metropolitan DMAs. The parties
           agree that Wink shall have the right to audit DIRECTV's good faith
           estimates as defined in Section 14.12.

6.7        Subsequent to the sale of the one millionth (l,000,000th)
           Wink-enabled DIRECTV System Receiver, Wink agrees to provide DIRECTV
           with matching promotional funds from Wink in the amount of one (1)
           dollar per Wink-enabled DIRECTV System Receiver ("Wink MDF Funds").
           All promotional and marketing expenses deemed eligible for matching
           promotional funds by DIRECTV must be submitted to Wink for approval
           prior to commitment to such expenses, which approval shall not be
           unreasonably withheld. Such payments shall be made monthly within 30
           days of receipt of both (a) the subscriber reports defined in section
           6.6 and (b) presentation of evidence of expenditure of such amounts.
           Marketing and promotional expenses eligible for matching promotional
           funds include events, television, print, radio or outdoor
           advertising, retail marketing materials, direct mail campaigns and
           other marketing communications specifically aimed at improving sales
           of Wink-enabled DIKECTV System Receivers and/or awareness or usage of
           Interactive Wink Programs among Wink-enabled DIRECTV System
           Subscribers. The parties agree that each party may contribute
           "in-kind" products and services in place of cash outlays on the
           approval of the other party. "In-kind" products and services include,
           but are not limited to, local advertising avails and templates for
           various forms of advertising and promotion that can be tailored for
           DIRECTV's use.

7.         REPRESENTATIONS, WARRANTIES AND LIABILITY LIMITATION

7.1        WINK'S WARRANTIES.

7.1.1      Wink hereby represents and warrants to DIRECTV that:
           (i) Wink is a corporation duly organized, validly existing and in
           good standing under the laws of the State of California;
           (ii) Wink has the requisite power and authority to execute and
           deliver this Master Agreement and to fully perform its obligations
           hereunder;
           (iii) Wink has the right to furnish the Wink Software, the
           Interactive Wink Programs, the Wink Virtual Channels and all content
           contained therein and the services related thereto as provided in
           this Master Agreement, free and clear of any restrictions by third
           parties;
           (iv) the execution, delivery and performance of this Master Agreement
           has been duly authorized by all corporate actions necessary on the
           part of Wink;
           (v) Wink is not subject to any contractual or other legal obligation
           which will in any way interfere with its full performance of this
           Master Agreement;
           (vi) the individual executing this Master Agreement on behalf of Wink
           has the authority to do so;
           (vii) the Wink Software and the Wink Response Network (and subsequent
           revisions and upgrades to same provided by Wink to DIRECTV) will
           operate and perform in accordance with all published specifications
           with respect thereto;
           (viii) the use or carriage by DIRECTV of the Wink Software, the Wink
           Engine, the Wink Virtual Channels or any other rights granted by Wink
           hereunder will not infringe upon the patent, copyright, trademark, or
           other proprietary right of any third party; and

Proprietary and Confidential 17


           (ix) Wink will perform all obligations and render all services
           hereunder in a professional and workmanlike manner to the best of its
           abilities.

7.1.2      Wink represents and warrants to DIRECTV that the Wink Software, the
           Wink Engine, the Wink Virtual Channels and the Wink Response Network
           (collectively, "Wink Products") are designed and developed, to be and
           will continue to be Year 2000 Compliant. "Year 2000 Compliant" shall
           mean that:

           (a) the Wink Products are fully functional and performs in accordance
           with Wink's published specifications and the specific warranties set
           forth elsewhere in this Master Agreement (together, the "Standards")
           prior to, during, and after the calendar year 2000 A.D., and that the
           Wink Products shall perform during each such period of time without
           any error relating to date functionality and/or data;

           (b) without limiting the generality of the foregoing, that the Wink
           Products (i) shall not cease to perform or provide or cause any
           software and/or system with which the Wink Products operates to
           provide invalid or incorrect results as a result of date
           functionality and/or data. or otherwise experience any degradation of
           performance or functionality with respect to the Standards as a
           result of such interfacing specifically arising from. relating to or
           including date functionally, (ii) has been developed and designed to
           be fully interoperable with year 2000-compliant software. hardware,
           and data and to ensure year 2000 compatibility, including, but not
           limited to, date data century recognition and calculations which
           accommodate same century and multi-century and leap year formulas and
           date values; (iii) shall effectively and accurately manage and
           manipulate data derived from, involving or relating in any way to
           dates including single century formulas and multi-century or leap
           year formulas, and will not cause an abnormally ending scenario
           within the Wink Products, or generate incorrect values or invalid
           results involving such dates, and (iv) provides that all date-related
           user interface functionalities and data fields include an indication
           of century.

7.2        DIRECTV represents and warrants to Wink that:

           (i) DIRECTV is a corporation duly organized and validly existing
           under the laws of the State of California;
           (ii) DIRECTV has the requisite power and authority to enter in this
           Master Agreement and to fully perform its obligations hereunder;
           (iii) the execution, delivery and performance of this Master
           Agreement has been duly authorized by all corporate actions necessary
           on the part of DIRECTV;
           (iv) DIRECTV is not subject to any contractual or other legal
           obligation which will in any way interfere with its full performance
           of this Master Agreement;
           (v) the individual executing this Master Agreement on behalf of
           DIRECTV has the authority to do so; and
           (vi) DIRECTV will perform all obligations and render all services
           hereunder in a professional and workmanlike manner to the best of its
           abilities.

7.3        LIMITATION OF LIABILITY

           NEITHER WINK, ON THE ONE HAND, NOR DIRECTV, ON THE OTHER HAND, SHALL,
           FOR ANY REASON OR UNDER ANY LEGAL THEORY, BE LIABLE TO THE OTHER OR
           ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
           CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS, REVENUES, DATA OR
           SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES OR LOSS WAS FORESEEABLE
           AND REGARDLESS OF

Proprietary and Confidential 18


WHETHER IT WAS INFORMED OR HAD DIRECT OR IMPUTED KNOWLEDGE OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSS IN ADVANCE.

8. INDEMNIFICATION

8.1        Wink shall indemnify, defend and hold harmless DIRECTV, its parents,
           subsidiaries, and their respective officers, directors, employees and
           agents from and against any and all losses, settlements. claims,
           actions, suits, proceedings, investigation, judgments, awards,
           damages, liabilities, costs and expenses including, without
           limitation, reasonable attorneys' fees (collectively "Losses" and,
           individually, a "Loss") which arise out of or as a result of:

           (i)        any breach of this Master Agreement by Wink;

           (ii)       any claim, demand, action, suit or proceeding in which it
                      is alleged that the Wink Products or any part thereof, or
                      the content of the Wink Virtual Channel violates or
                      infringes any patent or copyright, trademark or other
                      proprietary right of any third party or constitutes a
                      misappropriation of any third party's trade secrets;

           (iii)      any improper disclosure by Wink of any Confidential
                      Information as defined herein ("Confidential Information
                      Disclosures");

           (iv)       any misuse under the terms of this Agreement by Wink or
                      any third party, including, without limitation any
                      Fulfillment Entity, of any DIRECTV Subscriber information,
                      including but not limited to DIRECTV Subscriber credit
                      card information or other personal financial data;

           and shall reimburse them for any and all legal, accounting and other
           fees, costs and expenses (collectively, "Expenses") reasonably
           incurred by any of them in connection with investigating, mitigating
           or defending any such Loss; provided, however, that Wink will not
           have any obligation or liability under this Section 8.1 to the extent
           that DIRECTV has an obligation or liability with respect to the same
           Loss under Section 8.2. If it is, or in the opinion of Wink may be,
           determined by competent authority that the Wink Products or any part
           thereof infringes any patent, copyright, trade secret or trademark of
           a third party or is enjoined, then Wink at its sole option and
           expense may: (a) procure for DIRECTV the right under such patent,
           copyright, trade secret or trademark to use, reproduce and distribute
           the Wink Products or such part thereof or such trademark as
           authorized in this Master Agreement, at no cost to DIRECTV; (b)
           subject to DIRECTV's approval which shall not be unreasonably
           withheld, replace the Wink Products or such part thereof or such
           trademark with other suitable software or trademark without material
           degradation in performance or functionality at no cost to DIRECTV; or
           (c) subject to DIRECTV's approval which shall not be unreasonably
           withheld, modify the Wink Products or such part thereof or such
           trademark to avoid infringement without material degradation in
           performance or functionality at no cost to DIRECTV.

8.2        Wink shall indemnify, defend and hold harmless Participating
           Manufacturers, their parents, subsidiaries, and their respective
           officers, directors, employees and agents from and against any and
           all losses, settlements, claims, actions, suits, proceedings,
           investigation, judgments, awards, damages, liabilities, costs and
           expenses including, without limitation, reasonable attorneys' fees
           (collectively "Losses" and, individually, a "Loss") which arise out
           of or as a result of any claim, demand, action, suit or proceeding in
           which it is alleged that the Wink Products or any part thereof, or
           any Wink Virtual Channel, violates or infringes any patent or
           copyright, trademark or other

Proprietary and Confidential 19


           proprietary right of any third party or constitutes a
           misappropriation of any third party's trade secrets.

8.3        DIRECTV shall indemnify Wink. its officers, directors, shareholders,
           employees and agents for, and shall hold them harmless from and
           against, any and all Losses which are sustained or incurred by or
           asserted against any of them and which arise out of any breach of
           this Master Agreement by DIRECTV and shall reimburse them for any and
           all Expenses reasonably incurred by any of them in connection with
           investigating, mitigating or defending any such Loss.

8.4        Promptly after receipt by a party of notice of the commencement of
           any action, suit, proceeding or investigation in respect of which
           such party may make a claim for indemnification hereunder, such party
           will give written notice thereof to the other party; but the failure
           to so notify the other party will not relieve the other party from
           any liability or obligation which the other party may have to any
           indemnified person (i) otherwise than under this Master Agreement or
           (ii) under this Master Agreement except to the extent of any material
           prejudice to the other party resulting from such failure. If any such
           action, suit, proceeding or investigation is brought against an
           indemnified person, the indemnifying party will be entitled to
           participate therein and, if it wishes to assume the defense thereof
           and gives written notice to the indemnified person of its election so
           to assume the defense thereof within 15 days after notice shall have
           been given to it by the indemnified person pursuant to the preceding
           sentence, will be entitled to assume the further defense thereof.
           Each indemnified person will be obligated to cooperate reasonably
           with the indemnifying party, at the expense of the indemnifying
           party, in connection with such defense and the compromise or
           settlement of any such action, suit, proceeding or investigation. If
           Wink is the indemnifying party, Wink shall make no compromise or
           settlement of any claim without the prior written consent of DIRECTV,
           which consent shall not be unreasonably withheld.

9.         NOTICES

           All notices, statements, and other communications given hereunder
           shall be in writing and shall be delivered by personal delivery,
           certified mail. return receipt requested, or by next day express
           delivery. Such notices must be addressed as follows:

                     If to WINK COMMUNICATIONS:
                     Attn.: Chief Financial Officer
                     1001 Marina Village Parkway
                     Alameda, CA 94501

                     If to DIRECTV:
                     Attn.: Vice President, Advanced Products
                     2230 East Imperial Hwy,
                     El Segundo, CA 90245

                     With a copy to:

                     Senior Vice President and General Counsel
                     Business Affairs


           The date of such telegraphing, personal or express delivery, or the
           date of receipt of a certified notice, if applicable, shall be deemed
           the date on which such notice is given and effective.

Proprietary and Confidential 20


10. TRADEMARKS

Other than as expressly provided otherwise herein, all right, title and interest in and to the Interactive Wink Programs or other rights, of whatever nature, related thereto shall remain the property of Wink. Further, the parties acknowledge and agree that with respect to all names, logos, marks, copyright notices or designations owned and utilized by the respective party in connection with the activities of that party are the sole and exclusive property of that party and no rights or ownership are intended to be or shall be transferred as a result of this Agreement. Wink shall not use, and no right or license is herein granted to Wink to use, any of the trade names, trademarks, copyrights, styles, slogans, titles, logos or service marks of DIRECTV. Notwithstanding the foregoing, DIRECTV permits Wink to include DIRECTV's trade name and logo for Wink's industry marketing materials, subject to (i) DIRECTV's Trademark and Style Guide. attached hereto and incorporated herein as Exhibit M and (ii) prior written approval by DIRECTV.

11. FORCE MAJEURE

Neither party shall have any liability to the other party for any failure to perform hereunder, if such failure is due to: an act of God; inevitable accident; fire; lockout; strike or other labor dispute; riot or civil commotion; act of government or governmental instrumentality (whether federal, state or local); act of terrorism; failure of performance by a common carrier; failure in whole or in part of technical facilities; sun spots or other electronic, electro-magnetic, atmospheric or other condition affecting transmission; loss or degradation of any DIRECTV satellite capacity (regardless of whether the Wink Interactive Programs are currently delivered on the affected transponder(s) at the time of such loss or degradation); or other cause (excluding financial inability or difficulty of any kind) beyond such party's reasonable control. Either party may terminate this Master Agreement upon written notice to the other party in the event of a Force Majeure which prevents either party from substantially performing under this Master Agreement for a period of sixty (60) continuous days.

12. CONFIDENTIALITY

As used herein, "Confidential Information" shall include: (x) the terms and conditions, other than the existence and duration, of this Master Agreement; (y) any information marked or orally disclosed as "confidential;" and (z) all personally identifiable information related to Wink-enabled DIRECTV System Subscribers or any other subscriber of DIRECTV, excluding such information which Wink-enabled DIRECTV System Subscribers have affirmatively provided to (i) Wink,
(ii) a Programmer, or (iii) a Third Party Wink Program Provider with the express permission that the receiving party could provide such information to advertisers and other third parties. Neither party shall disclose Confidential Information to any third party (other than as necessary to its respective employees, in their capacity as such) except: (i) as expressly provided herein; (ii) as may be required by any court of competent jurisdiction, governmental agency, law or regulation, provided that the disclosing party takes reasonable steps to obtain confidential treatment of such information pursuant to an appropriate Protective Order (in such event the disclosing party. shall also notify the other party a reasonable time prior to disclosure so that the non-disclosing party may take further steps to protect the confidentiality of such information); (iii) as part of the normal reporting or review procedure to a party's accountants, auditors, agents, legal counsel and employees of parent and subsidiary companies, provided such accountants, auditors, agents, investors and potential investment partners, legal counsel, and employees of parent and subsidiary companies agree to be bound by this Section; and (iv) to enforce any of a party's rights pursuant to this Master Agreement. Any data transmission, including all reports, between Wink, DIRECTV and approved third parties

Proprietary and Confidential 21


containing DIRECTV Subscriber data, is hereby identified as Confidential Information and all such Subscriber data shall be transmitted and stored in such a manner so as to ensure, through the use of best efforts, the security of such data from access by unauthorized parties.

13. TERMINATION

13.1       BREACH. Notwithstanding any other provision herein, either party
           shall have the right to terminate this Master Agreement and any
           License granted herein by giving written notice to the other party if
           such other party breaches any of its material obligations under this
           Master Agreement and such breach is not cured within thirty (30) days
           of receipt of written notification specifically setting forth those
           items of nonperformance. The termination of this Master Agreement by
           either party shall be without prejudice to any other remedies that
           party may have. Each party shall be obligated to pay outstanding fees
           and payments accrued as of the date of termination,

13.2       BANKRUPTCY. If a party (i) becomes bankrupt or insolvent, however
           evidenced, (ii) admits in writing its inability to pay its debts when
           due, (iii) makes a general assignment for the benefit of creditors,
           (iv) has appointed, voluntarily or involuntarily, any trustee,
           receiver, custodian or conservator with respect to it or a
           substantial part of its property, (v) files, or has filed against it,
           a voluntary or involuntary petition in bankruptcy or (vi) makes any
           arrangement or otherwise becomes subject to any proceedings under the
           bankruptcy, insolvency, reorganization or similar laws of the United
           States or any state, then the other party shall have the right at any
           time thereafter to terminate this Master Agreement by giving written
           notice to such party.

13.3       RIGHTS UPON TERMINATION. All rights of DIRECTV to use the Wink
           Software (or any License granted hereunder for any reason) will cease
           upon expiration of the Term or upon the termination of this Master
           Agreement, and DIRECTV will (i) immediately purge all copies of all
           Wink Software from all computer processors or storage media on which
           DIRECTV has installed or permitted others to install such Wink
           Software (not including software, if any, within any Wink-enabled
           DIKECTV System Receiver, (ii) within ninety (90) days of such
           expiration or termination return all materials (other than the
           Equipment) provided by Wink or allow Wink to retrieve such materials
           at DIRECTV's Facilities on notice during regular business hours and
           without interrupting DIKECTV operations and (iii) within ninety (90)
           days of such expiration or termination, certify to Wink in writing,
           signed by an officer of DIRECTV, that all copies of the Wink Software
           have been returned to Wink or destroyed and that no copy of any Wink
           Software remains in DIRECTV's possession or under its control. Upon
           termination or expiration of the Master Agreement Wink shall
           immediately discontinue all use of all DIRECTV trademarks, including
           all marks associated in any way whatsoever with the Wink-enabled
           DIRECTV System and all marks or names associated with any programming
           or product offered by DIRECTV.

14.        GENERAL

14.1       BINDING EFFECT. Assignment This Master Agreement and License shall be
           binding upon the parties hereto and their respective successors and
           assigns, except that it may not be assigned by transfer, by operation
           of law or otherwise, without the prior written consent of the
           non-transferring party, which shall not be unreasonably withheld;
           provided, however, that either party may assign its rights and
           obligations under this Master Agreement and License, in whole or in
           part (i) to an Affiliated Company or to a successor entity to
           assignor's business; (ii) to a third party as part of preparing to go
           or going public; or (iii) to a third party, provided the assignor
           remains primarily liable for the performance of such third party's
           obligations hereunder. Except as otherwise provided herein, any

Proprietary and Confidential 22


           assignment of rights or delegation of duties under this Master
           Agreement by a party without the prior written consent of the other
           party, if such consent is required hereby, shall be void. Except as
           otherwise provided herein, no person shall be a third party
           beneficiary of this Master Agreement. For the purposes of this Master
           Agreement, "Affiliated Company(ies)" shall mean, with respect to any
           person or entity, any other person or entity directly or indirectly
           controlling, controlled by or under common control (i.e., the power
           to direct affairs by reason of ownership of voting stock, by contract
           or otherwise) with such person or entity and any member, director,
           officer or employee of such person or entity.

14.2       AMENDMENTS, MODIFICATIONS, CANCELLATIONS. Except as otherwise
           contemplated herein, no addition to, and no cancellation, renewal,
           extension, modification or amendment of, this Master Agreement shall
           be binding upon a party unless such addition, cancellation, renewal,
           extension, modification or amendment is set forth in a written
           instrument which states that it adds to, amends, cancels, renews,
           extends or modifies this Master Agreement and which is executed and
           delivered on behalf of each party by an officer of each party.

14.3       WAIVERS LIMITED. No waiver of any provision of this Master Agreement
           shall be binding upon a party unless such waiver is set forth in a
           written instrument which is executed and delivered on behalf of such
           party by an officer of such party. Such waiver shall be effective
           only to the extent specifically set forth in such written instrument.

14.4       RELATIONSHIP. Neither party shall be or hold itself out as the agent
           of the other party under this Master Agreement. Nothing contained
           herein shall be deemed to create, and the parties do not intend to
           create, any relationship of partners or joint venturers as between
           DIRECTV and Wink, and neither party is authorized to or shall act
           toward third parties or the public in any manner which would indicate
           any such relationship. Likewise, no supplier of advertising or
           programming or anything else included in connection with the
           Interactive Wink Programs shall be deemed to have any privity of
           contract or direct contractual or other relationship with DIRECTV by
           virtue of this Master Agreement or DIRECTV's License hereunder. Wink
           disclaims any present or future right, interest or estate in or to
           the transmission facilities of DIRECTV.

14.5       GOVERNING LAW. The validity, interpretation, performance and
           enforcement of this Master Agreement shall be governed by the law of
           the State of California, without regard to its principles of
           conflicts of laws. The respective obligations of the parties under
           this Master Agreement are subject to all applicable federal, state
           and local laws, rules and regulations.

14.6       DISPUTE RESOLUTION/ARBITRATION.

                     (i) DISPUTES. Any dispute or disagreement arising between
           DIRECTV and Wink shall be resolved according to the following dispute
           resolution procedure: First, such dispute shall be addressed to each
           party's project manager for discussion and attempted resolution. If
           any such dispute cannot be mutually resolved by such project managers
           within 5 business days, then such dispute shall be immediately
           referred to the senior management of both parties for discussion and
           attempted resolution. If such dispute cannot be mutually resolved by
           such management representatives within 10 business days, then such
           dispute or disagreement may be referred by either party to
           arbitration in Los Angeles, California before one arbitrator and
           arbitrated in accordance with the Commercial Arbitration Rules (the
           "Arbitration Rules") of the American Arbitration Association (the
           "AAA"), in effect on the date that such notice is given. Once
           appointed, the arbitrator shall appoint a time and place for a
           pre-hearing status conference not more than 14 days from the date of
           his or her appointment, and shall appoint a time and place for a
           final hearing not

Proprietary and Confidential 23


           more than 45 days from the date of the status conference. The final
           hearing shall. if at all possible as determined by such arbitrator,
           conclude no later than 30 days after its commencement. The parties
           shall also specifically have the right to seek injunctive relief as
           part of any arbitration.

                     (ii) ARBITRATOR. The party that demands arbitration of the
           unresolved dispute or disagreement shall specify in writing the
           matter to be submitted to arbitration. The dispute or disagreement
           shall be referred for resolution by a single arbitrator appointed in
           accordance with the Arbitration Rules of the AAA.

                     (iii) AWARD. The arbitrator shall render a written decision
           stating with reasonable detail the reasons for the decision rendered.
           Any monetary award shall be payable in immediately available funds
           and in United States dollars through a bank in the United States.

                     (iv) COSTS. Each party shall bear its own cost of preparing
           for and presenting its case; and the cost of arbitration, including
           the fees, and expenses of the arbitrator, will be shared equally by
           DIRECTV and Wink.

                     (v) ENFORCEMENT. The arbitration award shall be final and
           binding upon the parties and may be confirmed by the judgment of any
           court having appropriate jurisdiction, including but not limited to
           any court located in California.

14.7       ENTIRE AGREEMENT. This Master Agreement together with the Schedules
           and Exhibits attached hereto constitutes the entire contract between
           the parties with respect to the subject matter hereof and cancels and
           supersedes all of the previous or contemporaneous contracts,
           representations, warranties and understandings (whether oral or
           written) by, between or among the parties with respect to the subject
           matter hereof.

14.8       SEVERABILITY. If any provision of this Master Agreement shall
           hereafter be held to be invalid, unenforceable or illegal, in whole
           or in part, in any jurisdiction under any circumstances for any
           reason, (i) such provision shall be reformed to the minimum extent
           necessary to cause such provision to be valid, enforceable and legal
           while preserving the intent of the parties as expressed in, and the
           benefits to the parties provided by, this Master Agreement or (ii) if
           such provision cannot be so reformed, such provision shall be severed
           from this Master Agreement and an equitable adjustment shall be made
           to this Master Agreement (including, without limitation, addition of
           necessary further provisions to this Master Agreement) so as to give
           effect to the intent so expressed and the benefits so provided. Such
           holding shall not affect or impair the validity, enforceability or
           legality of such provision in any other jurisdiction or under any
           other circumstances. Neither such holding nor such reformation or
           severance shall affect or impair the legality, validity or
           enforceability of any other provision of this Master Agreement.

14.9       HEADINGS. The headings set forth in this Master Agreement have been
           inserted for convenience of reference only, shall not be considered a
           part of this Master Agreement and shall not limit, modify or affect
           in any way the meaning or interpretation of this Master Agreement.

11.10      SURVIVAL OF REPRESENTATIONS. All representations and warranties set
           forth herein shall survive the termination or expiration of this
           Master Agreement and the consummation of the transactions
           contemplated hereby. In addition, Sections 8, 10, 12 and 14 shall
           survive any termination or expiration of this Master Agreement.

Proprietary and Confidential 24


14.11      MOST FAVORED NATIONS. The term "Distributor" shall be defined as any
           entity distributing (or controlling an entity which distributes)
           video programming to subscribers. It does not include Programmers as
           defined herein. If Wink has agreed to provide or at any time during
           the Term agrees to provide, pursuant to a written agreement with any
           Distributor ("Third Party Agreement"), on any day during the term
           hereof, fees, rates, discounts, credits, commissions, rebates,
           marketing support or adjustments (collectively, "Financial
           Provisions") which are more favorable to such other distributor than
           those set forth in this Master Agreement, Wink shall give written
           notice thereof to DIRECTV and, at DIRECTV's election, this Master
           Agreement shall be deemed to have been modified so that, from the
           date on which such more favorable Financial Provisions are first so
           provided (or, if such more favorable Financial Provisions are now
           being provided, from the date hereof) and thereafter for so long as
           such more favorable Financial Provision continues to be so provided,
           DIRECTV shall receive such more favorable Financial Provisions.

14.12      AUDIT RIGHTS. During the term of this Master Agreement and for one
           (1) year thereafter, both parties shall maintain accurate and
           complete documents and information, as well as books and records in
           accordance with generally accepted accounting principles and
           practices which, at a minimum, shall contain sufficient information
           to enable an auditor to verify compliance with this Master Agreement.
           Upon not less than 30 days' prior written notice, either party shall
           have the right, during the term of this Master Agreement and for one
           (1) year thereafter to examine during normal business hours all of
           the documents, information, books and records of the other party to
           the extent necessary to verify compliance with this Master Agreement;
           provided, however, that such examinations shall not be conducted more
           frequently than once annually. If any such examination reveals a
           discrepancy in the amount paid by or to either party and the amount
           which should have been paid by or to either party, the party who has
           been demonstrated to have paid too little shall immediately pay to
           the other party an amount equal to the cost of such examination, plus
           the amount of the discrepancy, plus interest on the amount of such
           discrepancy at the rate of 1.5% per month (or, if lower, the maximum
           rate permitted by law) from the date on which such amount was paid by
           or should have been paid to the other party through the date on which
           payment is made to the other party (such payments shall only be made
           by DIRECTV if the under reporting by DIRECTV actually caused Wink to
           make payments to DIRECTV).

Proprietary and Confidential 25


IN WITNESS WHEREOF, the parties by their duly authorized representatives have entered into this Master Agreement as of the Effective Date.

WINK COMMUNICATIONS, INC.                      DIRECTV, INC.

Title:                                         Title:

By:    MAGGIE WILDEROTTER                      By:   Bradley Beale

Name:  President CEO                           Name: Vice President

Proprietary and Confidential 26


EXHIBIT A.: WINK/DIRECTV REVENUE SHARE

WINK RESPONSE SERVICE TRANSACTION FEES

Transaction Revenue Share is calculated as a percentage of Wink's gross revenues on the applicable Gross Transaction Routing Fees, based on the schedule below:

                                             Responses to Interactive Wink
Number of Wink-enabled                        Programs carried with third              Response to Interactive Wink
DIRECTV System                                 party video programming or                  Programs inserted by
Subscribers (as reasonably                    advertising, including those                 DIRECTV at DIRECTV's
determined by DIRECTV, and                       provided by Programmers                facilities, excluding all
subject to audit by Wink)                        ("National Responses")                     National Responses
Less than 2,006,000                                       [ * ]                                     [ * ]
2,000,000 - 2,999,999                                     [ * ]                                     [ * ]
3,000.000 - 3,999,999                                     [ * ]                                     [ * ]
4,000.000 - 4,999,999                                     [ * ]                                     [ * ]
5,000.000 - 5,999,999                                     [ * ]                                     [ * ]
6,000.000 or more                                         [ * ]                                     [ * ]

The Transaction Revenue Share for the applicable number of Wink-enabled DIRECTV System Subscribers shall apply for all Gross Transaction Routing Fees captured by Wink in the month in which that number of Wink-enabled DIRECTV System Subscribers is reached and for all months thereafter during the Term, until the next threshold for Wink-Enabled DIRECTV System Subscribers is met, at which point that next Transaction Revenue Share shall apply for all Gross Transaction Routing Fees thereafter, and so forth.


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 27


EXHIBIT B: WINK SOFTWARE

STANDARD ITEMS:

- WINK BROADCAST SERVER VERSION 2.X
- WINK SERVER MODULE ENGINE VERSION 1.X
- WINK RESPONSE SERVER (MODEM RETURN PATH) VERSION 1.X
- WINK BILLING SYSTEM INTERFACE VERSION 1.X
- WINK A/D GATEWAY FOR CAPTURING AND REINSERTION OF INTERACTIVE WINK OGRAMS
- PROVIDED IN ANALOG VBI AND REINSERTED IN DIRECTV DATA BROADCAST STREAMS
- WINK STUDIO VERSION 2.X (5-SEAT LICENSE)
- WINK SERVER STUDIO 1.X (5-SEAT LICENSE)

OPTIONAL ITEMS:

- WINK AD INSERTION SERVER MODULE, DIFFERENT INTERFACES AVAILABLE

Proprietary and Confidential 28


EXHIBIT C.: ATVEF TRANSLATOR ADDENDUM

[*]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 29


EXHIBIT D.: PRICING AND PAYMENT TERMS

All products and services are billed Net/45.

(A) WINK SOFTWARE PROVIDED FREE OF CHARGE DURING THE TERM:

- Site License for the Wink Broadcast Servers 2.x
- Site License for the Wink Response Server 1.x
- License for the Wink Billing System Interface l.x
- Site License for Wink Server Module Engine 1.x
- Site License for A/D Gateway
- 5 seat license for Wink Studio 2.x
- 5 seat license for Wink Server Studio 1.x

DIRECTV may deploy as many copies of each Wink Software program as necessary to ensure reliable transmission from Facilities for the purpose of serving Wink -enabled DIRECTV System Subscribers in the Territory.

(B) WINK SERVICES PROVIDED FREE OF CHARGE:

- Site survey and installation of all Wink Software and other products provided by Wink
- A two-day training session for operating and maintaining the Wink Broadcast Server
- A two-day training session for developing Interactive Wink Programs using Wink Studio and Wink Server Studio
- Up to five one day Customer Service and Sales training sessions for DIRECTV staff
- All training to be provided at DIRECTV facilities at a mutually agreeable time

(C) THIRD PARTY PRODUCTS PROVIDED FREE OF CHARGE:

- All necessary server hardware to support reception and transmission of national Interactive Wink Programs and the Wink Virtual Channels
- Norpak VBI readers for each incoming analog video stream carrying Interactive Wink Programs
- Cables, hubs, etc. necessary to connect all Wink related equipment
- All telecom products and services to support collecting of Wink Responses from Wink -enabled DIRECTV System Receivers, and to interface to DIRECTV's billing system

All hardware products provided must be returned to Wink upon termination or expiration of the Master Agreement.

(D) REQUIRED THIRD PARTY PRODUCTS TO BE LICENSED BY PARTICIPATING

MANUFACTURERS

- Wink Engine software

(E) OPTIONAL WINK SOFTWARE AND SERVICES:

- License for Wink Ad Insertion Server Module (delivery dependent on vendor/interface)

Existing interfaces                                                      Free
New interfaces                                                           NRE based on time and materials,
                                                                         not to exceed $25,000
Custom interface work                                                    $ 1,000/day
Additional 5-seat license packs for Wink Studio                          $ 3,000
Additional 5-seat license packs for Wink Server Studio                   $ 5,000
Phone training and consulting beyond bundled services                    $125/hr
Technical support                                                        $2,500/month
Application development                                                  $2,500 min., $125/hr
ATVEF Translator                                                         See Section 5.200

Proprietary and Confidential 30


EXHIBIT E.: PRELIMINARY STATEMENT OF WORK

See Wink/DIRECTV Statement of Work, draft dated 12/22/98

[*]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 31


[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

STATEMENT OF WORK

                                                    code downloads to the IRD
                                                    software. This prototype
                                                    will not support broadcast
                                                    data nor a return path.

        ET5.D2                                      Manufacturer to Wink
                                                    Manufacturer delivers
                                                    updated version of the
                                                    module software (SW2) which
                                                    adds a device control
                                                    driver, a broadcast data
                                                    driver and a functional TV
                                                    Control task.

        ET5.D5          DIRECTV to Wink             DIRECTV brings up
                                                    'Engineering SCID'
                                                    transmitting Wink data in
                                                    the correct format. Wink
                                                    will have telnet access to
                                                    control the behavior and
                                                    content of the data.

ET6:    ET5 + 2 Weeks
        ET6.D1          Wink to Manufacturer        A version of the Wink Engine
                                                    (PROTO2)' which supports
                                                    apps delivered via broadcast
                                                    data stream. and user input
                                                    from the IRD control task.

        ET6.D2          Manufacturer to Wink        QA Test Environments

        ET6.D2          Manufacturer to Wink        An updated version module
                                                    software (SW3) which adds
                                                    support for the modem, and a
                                                    ??TCP/IP/PPP?? stack.

ET7:    ET6 + 3 Weeks                               QA Begins at Wink

        ET7.D 1         Wink to Manufacturer        Wink delivers a 3rd version
                                                    of the Wink Engine (PROTO3)
                                                    which supports a' return
                                                    path over the modem. Wink
                                                    Engine is 'code complete'
                                                    with all features and
                                                    functions having passed
                                                    engineering test.

ET8:    ET7 + 6 Weeks
        ET8.D1          Wink to Manufacturer        Wink Software on HW1 modules
                                                    ready for Certification at
                                                    Manufacturer (PROTO4).

        ET8.D2          Manufacturer to Wink        Final Manufacturer Hardware
                                                    (HW2) and updated software
                                                    (SW4).

ET9:    ET8 + 4 weeks                               IRD with Wink Engine pass
                                                    Certification at
                                                    Manufacturer.
        ET9.D1          Manufact. to DIRECTV        IRD with Wink Engine begin
                                                    SI&T at DIRECTV

ET10:   ET9 + 0 weeks                               (2 week prelim. integration
                                                    at DIRECTV begins 2 weeks
                                                    before ETS.)

        ET10.D1         All                         IRD with Wink Engine begin
                                                    SI&T at DIRECTV

THE FOLLOWING MILESTONES ARE REALLY SYSTEM RELATED - THUS NAMED STN. THIS BEGINS AFTER ALL COMPONENTS ARE DELIVERED TO DTV AFTER HAVING COMPLETED COMPONENT TESTING.

ST1:    ET10/BT7/RT6 + 4 weeks                      4 weeks for f'inal
                                                    integration after last
                                                    component arrives
        ST1.D1          All                         Pass SI&T at DIRECTV. Begin
                                                    Acceptance Test.

ST2:    ST1 + 7 weeks                               Field Test
        ST2.D1          All                         Pass Acceptance Test at
                                                    DIRECTV.

TOTAL: 35 WEEKS

CONFIDENTIAL

10:42 AM 12/23/98 STATEMENT OF WORK Page 12 / 23


[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

EXHIBIT F: PRELIMINARY SCHEDULE

See Wink/DIRECTV Statement of Work, draft dated 12/22/98.

Proprietary and Confidential 32


[ILLUSTRATION]


[ILLUSTRATION]


EXHIBIT G.: WINK PROVIDED VIRTUAL CHANNELS

                                            BRANDING
NAME         DESCRIPTION                    BANDWIDTH       MINIMUM    TERMS

WEATHER      Current weather and            [ * ]           TBD        [ * ]
             forecasts on demand-           [ * ]
             localization based on          [ * ]
             user location and/or
             preferences

SPORTS       Current pro and                [ * ]           TBD        [ * ]
             college scores on              [ * ]                      [ * ]
             demand - football,                                        [ * ]
             basketball, baseball,
             hockey, golf, tennis
             and auto racing -
             localization based on
             user location and/or
             preferences

GENERAL      Current news                   [ * ]           TBD        [ * ]
NEWS         headlines, articles on         [ * ]
             Demand                         [ * ]

BUSINESS     Financial news and             [ * ]           TBD        [ * ]
NEWS         market data - may              [ * ]                      [ * ]
             include limited                [ * ]                      [ * ]
             personalization for
             tracking of
             stocks/portfolio in a
             later release

SHOPPING     Virtual stores for              [ * ]          TBD        [ * ]
             select merchandise -            [ * ]                     [ * ]
             books, music, videos,                                     [ * ]
             clothes, travel,
             flowers, etc.


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 33


[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 34


[*]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential
Execution Copy


[*]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential
Execution Copy


[*]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential
Execution Copy


[*]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential
Execution Copy


EXHIBIT I.: STANDARD WINK ENGINE LICENSE TERMS FOR PARTICIPATING MANUFACTURERS

See Sample December 22, 1998 - Development and License Agreement between Wink and a Manufacturer of DIRECTV System Receivers

Proprietary and Confidential 35


SAMPLE - DECEMBER 22, 1998
DEVELOPMENT AND LICENSE AGREEMENT

THIS DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement") is made as of _____ ___199_ (the "Effective Date"), between Wink Communications, Inc., a California corporation with offices at 1001 Marina Village Parkway, Alameda, CA 94501 ('"Wink") and __________ , _________ , __________ , ___________ , a __________ corporation, with offices at ______________________ ("Manufacturer").

BACKGROUND

A. Wink is a software developer that has developed an end-to-end system for delivering interactive applications synchronized with or independent of television programs and advertisements. Among other software, Wink develops, customizes, supports and licenses its software engine (the "Wink Engine") that decodes Wink's protocol and displays the interactive applications overlaid on a television screen.

B. DIRECTV, a California corporation ("DIRECTV"), whose address is 2230 East Imperial Highway, El Segundo, CA 90245 and Wink have entered into a license agreement (the "Master Agreement") under which DIRECTV has licensed certain software from Wink and has agreed to transmit certain interactive programs that can be decoded and displayed by a Wink Engine resident in a DIRECTV System Receiver (as defined below).

C. Manufacturer is a manufacturer of television set top boxes and video products, and has a valid and current license with DIRECTV to produce and distribute devices incorporating DIRECTV technologies and capable of receiving and decoding DIRECTV signals ("DIRECTV System Receivers").

D. Wink and Manufacturer desire that Wink grant to Manufacturer the right to embed a customized version of the Wink Engine on DIRECTV System Receivers to be distributed in continental United States.

AGREEMENT

1. DEFINITIONS

1.1 "ICAP" means the Interactive Communicating Applications Protocol developed by Wink. ICAP defines a method for delivering self-contained, compact, platform independent, graphical interactive applications which are decoded and executed by the Wink Engine in the Wink-enabled DIRECTV System Receiver.


1.2 "Wink Engine" means Winks proprietary platform- and user interface-independent software engine that implements Wink's Interactive Communicating Applications Protocol for the interpretation of interactive graphical applications.

1.3 "Statement of Work" means one or more document(s) to be mutually agreed upon and executed by the parties and attached as Exhibit A (and numbered successively, A-l, A-2, etc.) setting forth the Development Plan, Specifications, Deliverables, each party's respective development obligations, payment and related terms and conditions with respect to each Manufacturer product for which the Wink Engine is customized and each development project undertaken otherwise relating to customize the Wink Engine.

1.4 "Development Plan" means the schedule and plan for completion of the development activities under this Agreement as set forth in each Statement of Work.

1.5 "Specifications" means the technical and other specifications for the Deliverables to be developed by the parties under this Agreement as set forth in each Statement of Work.

1.6 "Deliverables" means each item identified as a deliverable in each Statement of Work.

1.7 "Licensed Engine" means version 2.0 of the Wink Engine as customized under each Statement of Work in object code format and any Updates, and any related documentation which Wink may create, in Wink's sole discretion.

1.8 "Update" means a release of the Licensed Engine which contains error corrections or minor enhancements, but which is not a new version containing significant new features or functionality, in each case as determined in Winks sole discretion. An Update shall be designated by a change in the digit or digits only to the right of the decimal point in the version number.

1.9 "Manufacturer Device" means the DIRECTV System Receiver as identified in each Statement of Work,

1.10 "Wink-enabled DIRECTV System Receiver" means a DIRECTV System Receiver containing the Licensed Engine (or a DIRECTV System Receiver that contains a memory component into which the Licensed Engine may be loaded or transmitted) and which is able to receive both DIRECTV programming and Wink interactive programs transmitted by DIRECTV.


1.11 "Subdistributors" means entities authorized by Manufacturer to distribute the Wink-enabled DIRECTV System Receiver(s) including subsidiaries, affiliates, distributors, resellers, value-added resellers, dealers or sales representatives.

1.12 "Intellectual Property Rights" means all current and future worldwide patents and other patent rights, copyrights, mask work rights, trade secrets, know-how and all other intellectual property rights, including without limitation all applications and registrations with respect thereto.

2. DEVELOPMENT, DELIVERY AND ACCEPTANCE

2.1 Development. The parties agree to use their reasonable commercial efforts to customize the Wink Engine for the Manufacturer Device identified in each Statement of Work or to complete any additional development of a Licensed Engine after Final Acceptance as set forth in each respective Statement of Work. Each party's obligations under this Agreement are contingent upon mutual agreement to each Statement of Work. The terms of this Agreement shall apply to all such development efforts except to the extent expressly set forth in a particular Statement of Work.

2.2 Cooperation and Assistance. Manufacturer shall (i) assist Wink in producing the Specifications and (ii) provide other necessary materials and information, as mutually agreed by the parties in the Development Plan or otherwise.

2.3 Provision of Software, Hardware and Equipment. Manufacturer shall provide to Wink free of charge (including all taxes and freight) all hardware, software, and equipment reasonably necessary for Wink to complete development and duplicate the Manufacturer environment ("Equipment"). A preliminary list of Equipment shall be included in each Statement of Work and may be updated from time to time by mutual agreement. Manufacturer shall retain title to all such Equipment provided to Wink, and Wink shall return all such Equipment to Manufacturer upon written request and at Manufacturer's sole cost and expense. Wink shall exercise the same degree of care with the Equipment as Wink does for its own equipment.

2.4 Modifications. Wink may alter the Specifications commensurate with good faith efforts to finalize and refine the Deliverables in accordance with Manufacturer's needs and objectives for the Licensed Engine, and subject to DIRECTV's written permission. Any such changes will be documented in writing and provided to Manufacturer. Any other changes to a Statement of Work may only be made by mutual agreement of the parties and all provisions affected by such changes shall be appropriately adjusted.


2.5 Delays. In the event Manufacturer is late in the performance of its obligations in accordance with the Development Plan, and such delay affects Wink's obligations hereunder, Wink's performance of such affected obligations shall be delayed by the time period necessary to account for such delay.

2.6 Delivery and Acceptance. Upon completion, Wink shall deliver to Manufacturer each Deliverable, Accompanying the final Deliverable for a given Statement of Work, Wink shall include test criteria that will exercise critical functionality of such Deliverables, Test criteria will include test cases and test applications that test for cross-platform compatibilities and for Manufacturer-specific implementation features. Within thirty
(30) days after receipt, Manufacturer shall review and evaluate each Deliverable according to Wink's test criteria, if applicable, and shall provide Wink with a written acceptance of the Deliverables or a written statement setting forth those material errors to be corrected ("Statement of Errors"). Manufacturer shall not withhold acceptance of any Deliverable unless such Deliverable materially deviates from the Specifications. Wink and Manufacturer recognize that the Deliverables will not be error-free. If Manufacturer provides a Statement of Errors, Wink shall use reasonable commercial efforts to correct such errors as are validated by Wink, if any, as soon as practicable, and to return a copy of the updated Deliverables to Manufacturer for review and reevaluation. The foregoing procedure shall be repeated until acceptance by Manufacturer of the Deliverables or the parties mutually agree to cease development and terminate this Agreement or the applicable Statement of Work. Manufacturer's failure to accept or provide a Statement of Errors within such thirty day period shall be deemed an acceptance of such Deliverables. The parties agree that additional testing performed in conjunction with DIRECTV or their designated party may be required, and agree to include an estimate of the time and effort involved in such testing in the Statement of Work.

2.7 Transfer of Software. Upon Manufacturer's acceptance of the completed' Licensed Engine ("Final Acceptance"), Wink shall deliver to Manufacturer a master diskette or other digital storage media for use by Manufacturer in accordance with the terms of this Agreement.

2.8 Right to Pursue Other Projects. Wink is in the business of developing and modifying the Wink Engine for itself and for others. This Agreement shall not be construed as prohibiting Wink from granting rights to the Licensed Engine to third parties or Wink's further development, modification or distribution of the Wink Engine.


3. GRANT OF RIGHTS

3.1 Licensed Engine. Subject to the terms and conditions of this Agreement, effective upon Final Acceptance, Wink grants to Manufacturer a, non-exclusive, non-transferable (except as provided in Section 13.3), right and license, under Wink's Intellectual Property Rights in the Licensed Engine, to (a) use, reproduce and have reproduced the Licensed Engine, solely for the purpose of incorporating the Licensed Engine into a Manufacturer Device and as necessary in the course of distribution and support of the Wink-enabled DIRECTV System Receiver as permitted hereunder; (b) distribute copies of the Licensed Engine solely for incorporation into a Wink-enabled DIRECTV System Receiver which was previously acquired (directly or indirectly) from Manufacturer for use only with such previously acquired unit, and not otherwise on a stand-alone basis; and (c) distribute the Wink-enabled DIRECTV System Receiver in the United States of America. Manufacturer's right to distribute copies of the Licensed Engine pursuant to Section
3.1 (b), above, is subject to the condition that Manufacturer and its Subdistributors shall observe procedures reasonably acceptable to Wink for monitoring such stand alone distribution of the Licensed Engine, including encryption where distributed electronically or broadcast. All such procedures, including related record retention and audit procedures, shall be mutually agreed in writing by Manufacturer and Wink prior to any such distribution.

3.2 Submanufacturers. Manufacturer shall have the right to provide the Licensed Engine to its third party manufacturers (each a "Submanufacturer"), provided that each Submanufacturer agrees in a signed writing (i) to use and reproduce Licensed Engines and Wink-enabled DIRECTV System Receivers only for Manufacturer's account, (ii) not to sell or distribute Licensed Engines and Wink-enabled DIRECTV System Receivers except to Manufacturer,
(iii) to keep the Licensed Engine confidential pursuant to terms and conditions no less restrictive than the terms and conditions described in Section 10 below and (iv) that Wink is a third party beneficiary of such agreement and may enforce such agreement directly against such Submanufacturer. Manufacturer's provision of the Licensed Engine to such Submanufacturer shall in all instances be subject to (a) Manufacturer's assurance that it will use the same level of care in choosing Submanufacturers for Manufacturer Devices incorporating the Licensed Engine as it does for its other products, and will take all reasonable steps to prevent unauthorized disclosure of Wink Confidential Information, and (b) Manufacturer's prompt notification to Wink if Manufacturer knows or believes that a Submanufacturer has breached the provisions of subsection (i) - (iii) above. In the event that Manufacturer desires to provide the Licensed Engine to a Submanufacturer without also


providing such Submanufacturer with software owned by Manufacturer, Manufacturer's provision of the Licensed Engine to such Submanufacturer shall be subject to Wink's written approval (not to be unreasonably withheld) of such Submanufacturer. Manufacturer shall use commercially reasonable efforts to ensure that all Submanufacturers abide by the terms of their written agreements described herein and keep Wink apprised of its activities in enforcing such agreements.

3.3 Subdistributors. Manufacturer may exercise its distribution rights hereunder through the use of Subdistributors; provided, that each Subdistributor must agree in a signed writing, prior to obtaining any copy of the Licensed Engine from Manufacturer, to be bound by all applicable restrictions on Manufacturer set forth in this Agreement. Such writing shall provide that Wink is a third party beneficiary of such agreement and may enforce such agreement directly against such Subdistributor. Manufacturer shall promptly notify Wink if Manufacturer has reason to believe that any of Manufacturer's Subdistributors may not be abiding by such restrictions. Manufacturer shall diligently police and enforce such restrictions including specific measures reasonably requested by Wink from time to time.

3.4 Proprietary Notices. All copies of the Licensed Engine reproduced or distributed by Manufacturer shall contain copyright and other proprietary notices in the same manner in which Wink incorporates such notices in the Licensed Engine or in any other manner requested by Wink. Wink's current copyright and proprietary notices are set forth in Exhibit B. In addition, at Wink's request, Manufacturer shall mark the Manufacturer Device with such patent notices as may be permitted or required under Title 35, United States Code. Manufacturer shall incorporate such notices not more than 90 days after the date on which Wink provides the form of notice and will use its best efforts to incorporate such notices sooner.

3.5 Limitations, Manufacturer shall not modify, prepare derivative works of, reverse engineer, disassemble, decompile, or otherwise attempt to obtain access to the source code of the Licensed Engine,

4. FEES

4.1 Wink agrees that there shall be no per copy license fees or other license fees due Wink in connection with Manufacturer's license of the Licensed Engine. Manufacturer agrees to pay the support fees defined in Exhibit C, section 6 within thirty days of receipt of an invoice from Wink. Manufacturer further agrees to pay the non-recurring engineering charges ("NRE") set forth in each Statement of Work upon acceptance of the final version of the object


code for the applicable Licensed Engine ("Gold Master"). In no event shall such NRE exceed $300,000 per Licensed Engine. Wink agrees that such NRE shall be waived if the following conditions are met:

(a) Manufacturer and Wink meet the deadline for delivery and acceptance of the Gold Master, as stated in the Development Plan, and as amended by mutual agreement between the parties. If the parties fail to meet the deadline for delivery of the Gold Master in the Development Plan, the parties shall evaluate the causes of such delay. If Wink has, in Wink's sole and reasonable opinion, contributed to such delay, the deadline shall be extended to reflect such delay by Wink.

(b) For each full month that the acceptance of the Gold Master, as stated in the Development Plan, is delayed through no fault of Wink, the waiver of non-recurring engineering charges shall be reduced by one third. After three months of a delay, the full amount shall be due and payable on the date of acceptance of the Gold Master by Manufacturer.

4.22 Currency; Taxes. All payments hereunder shall be in United States dollars. All payments, if any, by Manufacturer shall be made free and clear of, and without reduction for, any sales, use, value added, or similar taxes, other than taxes based on the net income of Wink, including foreign withholding tax. Any such taxes which are otherwise imposed on payments to Wink shall be the sole responsibility of Manufacturer.

5. WARRANTY

5.1 Product Warranty. Wink warrants to Manufacturer that under ordinary use the Licensed Engine shall function substantially in conformance with the Specifications for a period of no less than ninety (90) days after Manufacturer's Final Acceptance.

5.2 Defects not Covered by Warranty. Wink's warranty shall not extend to problems in the Licensed Engine that result from: (i) Manufacturer's, or any of its customer's, failure to implement any Updates to the Licensed Engine which are, provided by Wink;
(ii) changes to the operating system or environment or to Manufacturer Devices which adversely affect the Licensed Engine;
(iii) any alterations of or additions to the Licensed Engine performed by parties other than Wink without Wink's prior written authorization; (iv) use of the Licensed Engine in a manner inconsistent with the Specifications or in a manner in which it was not intended; or (v) combination of the Licensed Engine with other products not supplied by Wink or specifically identified in


the applicable Specifications as compatible with the Licensed Engine, which problems do not affect the Licensed Engine standing alone.

5.3 Exclusive Remedy. Wink's sole obligation and Manufacturer's exclusive remedy under the above warranty shall be for Wink to use commercially reasonable efforts at Wink's facilities to correct reproducible errors in the Licensed Engine to the extent necessary bring it into conformity with Wink's warranty set forth above.

5.4 Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, WINK MAKES AND MANUFACTURER RECEIVES NO WARRANTIES WITH RESPECT TO THE LICENSED ENGINE, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WINK SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Wink does not warrant that operation of the Licensed Engine will be error free.

6. PROPERTY RIGHTS

Manufacturer agrees that as between Manufacturer and Wink, Wink owns all right, title and interest in the Licensed Engine and all modifications and derivatives thereof including all Intellectual Property Rights. Except as expressly provided in Section 3, Wink does not grant to Manufacturer any right, title or interest in the Licensed Engine, whether by implication, estoppel or otherwise. All rights with respect to the Licensed Engine not specifically granted herein are reserved to Wink.

7. MARKETING; TRADEMARKS AND TRADE NAMES

7.1 USE OF TRADEMARKS.

7.1.1   Promotion and Advertising. During the term of this
        Agreement, in the event that Manufacturer or any
        Subdistributor advertises, promotes or markets the
        functionality of the Licensed Engine, Manufacturer may,
        and may require its Subdistributors to, use the
        trademarks, marks, trade names, logos, and other product
        and company identifiers of Wink that Wink may adopt,
        from time to time ("Wink Trademarks"). Use of the Wink
        Trademarks shall be consistent with Wink's trademark
        usage policy which Wink may adopt from time to time and
        of which Wink has notified Manufacturer. Manufacturer
        and its Subdistributors may use trade names, marks or
        trademarks in addition to the Wink Trademarks in
        connection with the Wink-enabled DIRECTV System
        Receiver.


7.1.2   Approval of Representations. All representations of
        Wink's Trademarks that Manufacturer or its
        Subdistributors intend to use shall first be submitted
        to Wink for approval (which shall not be unreasonably
        withheld) of design, color, and other details, or shall
        be exact copies of those used by Wink. To ensure
        trademark quality, within a reasonable time prior to
        Manufacturer's first commercial shipment of the
        Wink-enabled DIRECTV System Receiver bearing one or more
        Wink Trademarks, Manufacturer shall supply to Wink one
        such Wink-enabled DIRECTV System Receiver for inspection
        and testing by Wink to ensure that such Wink-enabled
        DIRECTV System Receiver conforms to Wink's standards of
        quality for products sold under the Wink Trademarks. In
        no event shall Manufacturer commence commercial shipment
        of any such Wink-enabled DIRECTV System Receiver (except
        as set forth above) under the Wink Trademarks without
        Wink's prior written approval.

7.1.3   Restrictions. At no time during or after the term of
        this Agreement shall either party register, attempt to
        register or cause the registration of any of the
        trademarks of the other party which give rise to the
        likelihood of confusion. Except as expressly set forth
        herein, nothing herein shall grant to either party any
        right, title or interest in the other party's
        trademarks. At no time during or after the term of this
        Agreement shall either party challenge or assist others
        to challenge the other party's trademarks or the
        registration thereof or attempt to register any
        trademarks, marks or trade names confusingly similar to
        those of the other party.

7.2 Marketing and Promotion. Manufacturer shall promote the functionality of the Licensed Engine in its presentations to customers and in its marketing materials as a prominent feature of the Wink-enabled DIRECTV System Receiver.

7.3     Wink Markings and User Interface Elements.

        7.3.1   Remote Button. All remote controls that Manufacturer
                markets for use with Wink-enabled DIRECTV System
                Receivers shall contain a dedicated button for enabling
                the functionality of the Licensed Engine ("Wink
                Button"). The Wink Button shall include a marking chosen
                by Wink, on and/or adjacent to the Wink Button. For each
                remote, the location and size of the Wink Button shall
                be mutually agreed upon, but shall be as prominent as
                buttons and markings for the menu, info, guide and
                select options on any such remote.


7.3.2   Manuals. Manufacturer shall ensure that manuals, or any
        other documentation describing functionality of the
        Licensed Engine will contain information on use of the
        Licensed Engine functionality and Wink copyright and
        proprietary notices. The content and location of such
        information and notices shall be mutually agreed upon,
        but shall be in the same place, the same size and same
        prominence as similar information for other
        functionality.

7.3.3   Device Specific and On-screen Information. Wink will
        provide to Manufacturer artwork for a logo that may be
        placed on all Wink- enabled DIRECTV System Receivers.
        Manufacturer may silk screen or similarly affix this
        logo on each Wink-enabled DIRECTV System Receiver.
        Manufacturer shall ensure that: (i) if a Wink-enabled
        DIRECTV System Receiver has a main menu or menu with
        similar functionality, a menu item will be reserved for
        Wink, which will allow users to access information
        regarding the Licensed Engine functionality, the content
        of screen and name of menu item in menu shall be
        mutually agreed upon by the parties; and (ii) if a
        Wink-enabled DIRECTV System Receiver has the capability
        to display help screens that include descriptions of
        device or remote control functionality, information
        regarding Licensed Engine functionality shall be
        provided, the content and style of such information
        shall be mutually agreed to by the parties.

7.3.4   Splash Screens. Wink shall have the right to include a
        splash screen that shall be displayed from time to time
        and that will contain information, including without
        limitation, Wink markings, and copyright and other
        proprietary right notices to be mutually agree upon with
        respect to placement and timing.

7.4     Press Releases. The parties intend to cooperate and
        participate in public relations programs to promote the
        Licensed Engine and the relationship between the
        parties. Appropriate personnel from each party shall
        participate in such public relations programs. The
        parties shall cooperate with respect to and mutually
        approve (not to be unreasonably withheld or delayed) all
        press releases issued by either party with respect to
        this Agreement or the parties' relationship. Unless
        otherwise agreed in writing by the parties, each press
        release issued pursuant to this Section shall contain:
        (i) in the body of the release, the name and location of
        both parties and a quote from an executive of both
        parties; (ii) in a footnote at the end of the release,
        both parties' proprietary notices with respect to
        technology discussed in the body of the release.
        Whenever feasible, the press release shall also include
        the logo of each party.


7.5 Disclosures of Terms. Each party agrees not to disclose the terms of this Agreement to any third party without the other's written consent in its sole discretion, except to such party's accountants, attorneys and other professional advisors, or as required by securities or other applicable laws; provided, however, that the parties agree that DIRECTV, Inc. shall be provided with an executed copy of this Agreement, and all schedules, attachments and exhibits attached hereto, within thirty (30) days of the Effective Date. Notwithstanding this paragraph, each party shall have the right to say the following in meetings with customers, prospective customers, or prospective investors:

- Manufacturer and Wink are working together,

- Manufacturer is licensing Wink's technology.

- Wink is porting the Wink Engine to Manufacturer set-tops.

8. TRAINING, SUPPORT AND MAINTENANCE

8.1 Maintenance. Wink agrees to make available to Manufacturer, at no charge to Manufacturer, all Updates released by Wink and permit Manufacturer to distribute Updates to its Subdistributors and Submanufacturers for their use consistent with this Agreement, Manufacturer shall promptly notify its Submanufacturers and Subdistributors of the availability of each Update and Manufacturer shall require its Submanufacturers and shall use reasonable commercial efforts to require its Subdistributors to promptly begin using each such Update in place of the previous version of the Licensed Engine. Manufacturer shall be responsible for making such Updates available to its customers,

8.2 Technical Support. Wink shall make available to Manufacturer technical support, as set forth in Exhibit C. Wink may subcontract its technical support obligations and shall notify Manufacturer as to the appropriate contact to obtain support.

8.3 Equipment. In order to facilitate Wink's performance of the support activities contemplated herein, Manufacturer shall, at its own expense, continue to provide Wink with Equipment (as defined in Section 2.3). In the event that Manufacturer fails to provide Equipment or is late in the performance of its obligations with respect to this Section and such delay affects Wink's obligations under this Section, Wink's performance of such affected obligations shall be delayed by an appropriate time period.


8.4 Training. Wink shall make available, at Wink's facilities, training for Manufacturer employees from time to time as mutually agreed, at rates and costs to be agreed upon but not to exceed $1000 per person per day.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until the earlier of (a) five (5) years from the first commercial shipment of Wink-enabled DIRECTV System Receiver by Manufacturer, and (b) the term of the Master Agreement. The term of this Agreement may be extended by mutual agreement of the parties. Notwithstanding the foregoing, if the Master Agreement is extended, this Agreement shall be automatically extended until the Master Agreement lapses or is terminated. Wink agrees to provide written notice to Manufacturer in the event of any such extension of the Master Agreement.

9.2 Termination for Cause. If either party materially defaults in the performance of any provision of this Agreement, the non-defaulting party may give written notice to the defaulting party that if the default is not cured within thirty (30) days this Agreement shall be terminated, If the non-defaulting party gives such notice and the default is not cured within thirty (30) days, this Agreement shall terminate immediately upon notice by the non-defaulting party. For the purposes of determining a material default by Wink based on late or non-delivery of a Deliverable, Wink shall not be in material default of this Agreement unless it fails to deliver a Deliverable within six (6) months of the date such Deliverable is due; provided that Manufacturer has fulfilled all its obligations with respect to such Deliverable and in such event the cure period provided for above shall be ninety (90) days.

9.3 Termination for Insolvency. Either party may terminate this Agreement upon written notice upon: (i) the institution by or against the other party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of the other party's debts, (ii) the other party's making an assignment for the benefit of its creditors, or (iii) the other party's dissolution or ceasing to conduct business as a going concern.

9.4 Effect of Termination. Upon the expiration or termination of this Agreement, the following provisions shall take effect:

9.4.1  Subject to the provisions of Section 9.5, the rights and
       licenses granted to Manufacturer under this Agreement
       shall automatically terminate, and Manufacturer and its
       Subdistributors shall immediately


        cease distribution of Licensed Engines and use of the Wink
        Trademarks, provided, however, that if the Agreement is
        terminated by Manufacturer due to Wink's material breach or
        insolvency, Manufacturer may, at its option, continue to use,
        reproduce, and distribute the Licensed Engine under the right
        and license granted hereunder, subject to the payment of the
        royalties and other provisions of Section 4;

9.4.2   Rights of end users to use the Licensed Engine as part of a
        Wink-enabled DIRECTV System Receiver shall continue in effect;


9.4.3   Within ten (10) days after such expiration or termination,
        except as provided in Section 9.6, or the case where
        Manufacturer elects to continue the license pursuant to Section
        9.4.1 above, Manufacturer shall return, and shall certify to
        Wink the return of, all copies of the Licensed Engine and all
        Wink Confidential information (as defined in Section 10.1) in
        its or its Submanufacturers' possession at the time of
        expiration or termination. Wink shall return, and shall certify
        to Manufacturer the return of, all Manufacturer Confidential
        Information in its possession at the time of expiration or
        termination. Notwithstanding the foregoing, Manufacturer may
        except upon termination by Wink (i) maintain a single copy of
        the Licensed Engine and (ii) retain any Confidential Information
        necessary for support, subject to the provisions of Section 10,
        solely to provide support to its permitted Subdistributors and
        end users.

        The parties agree to enter into a source code escrow agreement
        with a mutually selected escrow agent, Wink agrees to deposit
        the Wink Engine source code upon final technical acceptance of
        the Wink Engine by Manufacturer. Manufacturer shall be entitled
        to the release of such source code during any time period in
        which: (i) Wink is subject to the jurisdiction of any bankruptcy
        court or (ii) Wink is material of the provisions of section 5,
        which material breach has not been cured within (90) days after
        Manufacturer's written notice to Wink thereof. The foregoing is
        subject, however, to the condition that Manufacturer is not at
        that time in material breach of any of its obligations under
        this Agreement, and such breach has not been cured within (90)
        days after written notice thereof by Wink. Manufacturer shall
        assume all start-up fees, annual renewal fees, deposit fees and
        any and all other fees due to such escrow agent.

                Upon any release of the Wink Engine source code to
        Manufacturer, (i) Manufacturer shall have a non-exclusive, non-


[*]
* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

9.4.4   Manufacturer shall pay all outstanding amounts owed to
        Wink within thirty (30) days. In the event Wink is
        performing development tasks for Manufacturer at the
        time of any termination, Manufacturer shall also pay to
        Wink the portion of the next milestone that is
        proportional to the amount of work completed by Wink for
        that milestone.

9.4.5   The provisions of Sections 4.7, 5, 6, 9, 10, 11, 12, and
        13 shall survive the expiration or termination of this
        Agreement for any reason.

9.5 Sell-off Period. In the event of the expiration of this Agreement or a termination by Manufacturer, Manufacturer may, dispose of its inventory of Wink-enabled DIRECTV System Receivers on hand, for a period not to exceed sixty (60) days after the effective date of such expiration or termination (the "Sell-Off Period"), and in connection therewith, Manufacturer shall use the Wink Trademarks during the Sell-Off Period pursuant to the provisions of Section 7.

9.6 Destruction of Inventory. Within ten (10) days after the end of the Sell-Off Period, Manufacturer shall destroy, and shall certify to Wink the destruction of, all copies of the Licensed Engine in its or its Subdistributors' or Submanufacturers' possession.

10. CONFIDENTIALITY

10.1 Obligation of Confidentiality. The parties acknowledge that each may have access to certain information and materials concerning the other's business, plans, customers, technology and products that is confidential ("Confidential Information"). Each party agrees that it shall not use in any way, for its own account or the account of any third party, nor disclose to any third party, except as may be expressly permitted under this Agreement, any such Confidential Information revealed to it by the other party and shall take every reasonable precaution to protect the confidentiality of such information. Upon request by either party, the other party shall advise whether or not it considers any particular information or materials to be confidential.

10.2 Exceptions. Information shall be deemed not to be Confidential Information hereunder if such information:

10.2.1  Is or becomes part of the public domain through no fault
        or breach on the part of the receiving party;

10.2.2  Is known to the receiving party prior to the disclosure
        by the disclosing party and such knowledge can be shown
        by written records;


10.2.3  Is subsequently rightfully obtained by the receiving
        party from a third party who has the legal right to
        disclose it;

10.2.4  Is independently developed by the receiving party
        without the use of any Confidential Information or any
        breach of this Agreement;

10.2.5  Is approved for public release by the disclosing party;
        or

10.2.6  Is required to be disclosed by judicial action provided
        that the F receiving party has first given the
        disclosing party reasonable notice of such requirement
        and fully cooperates with the disclosing party in

seeking confidential treatment for any such disclosure.

10.3 Injunctive Relief. The parties acknowledge that any breach of the provisions of this Section may cause irreparable harm and significant injury to an extent that may be extremely difficult to ascertain. Accordingly, each party agrees that each will have, in addition to any other rights or remedies available to it at law or in equity, the right to seek injunctive relief to enjoin any breach or violation of this Section.

11. INTELLECTUAL PROPERTY, WARRANTY AND INDEMNITY

11.1 Representations and Warranties. Each party represents and warrants that neither the execution or performance by such party of this Agreement will violate any law, order, regulation or ruling applicable to such party or its efforts hereunder. In addition, Wink represents and warrants that as of the Effective Date, no action or proceeding alleging intellectual property infringement by the Wink Engine is proceeding against Wink.

11.2 Indemnity. Wink agrees, at its expense, to defend, or at its option to settle, any claim, suit, action or proceeding brought against Manufacturer, Subdistributors, and/or Customers by a third party alleging that the Licensed Engine used as authorized hereunder infringes the copyright, trade secret, trademark or U.S. patent rights of such third party (an "Action"), and to pay any settlement or final judgment entered thereon against Manufacturer, subject to the limitations set forth hereafter. Wink shall be relieved of its obligations hereunder unless Manufacturer gives Wink (i) prompt written notice of an Action,
(ii) sole control over the defense or settlement of the Action and (iii) reasonable assistance in the defense or settlement thereof. If it is, or in the opinion of Wink may be, determined by competent authority that the Licensed Engine or any part thereof, or the sale, distribution or use thereof as permitted hereunder infringes any patent, copyright, trade secret or


trademark of a third party or is enjoined, then Wink at its sole option and expense may: (a) procure for Manufacturer the right under such patent, copyright, trade secret or trademark to use, as mentioned in this Agreement reproduce and distribute the Licensed Engine or such part thereof or such trademark as authorized in this Agreement; (b) replace the Licensed Engine or such part thereof or such trademark with other suitable software or trademark without material degradation in performance or functionality; (c) modify the Licensed Engine or such part thereof or such trademark to avoid infringement without material degradation in performance or functionality; (d) if (a)(b) or (c) are not commercially reasonable, (d) replace or modify the Licensed Engine or portion thereof to disable the infringing portion reducing performance or functionality but retaining some commercial viability of the product or (e) if none of the foregoing are commercially reasonable after diligent attempts by Wink to pursue such alternatives, terminate this Agreement with respect to the infringing product in whole or in part.

11.3 Limitations. The foregoing indemnity shall not apply to an Action to the extent it arises out of (i) any modification of the Licensed Engine by a party other than Wink, (ii) any combination of the Licensed Engine with hardware and/or software (including software written using the Wink Authoring Tool or using the Wink APIs) not supplied by Wink, or (iii) any trademarks, trade names or other brandings not supplied by Wink.

11.4 Disclaimer. THE FOREGOING PROVISIONS OF THIS SECTION 11 STATE THE

               ENTIRE LIABILITY AND OBLIGATION OF WINK AND THE EXCLUSIVE REMEDY
               OF MANUFACTURER WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF ANY
               PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL
               PROPERTY RIGHT.

12.0    INDEMNITY BY MANUFACTURER

        Except with respect to any claim, suit, action or proceeding for which

Wink is obligated to indemnify under Section 11, Manufacturer agrees, at its expense, to defend, or at its option to settle, any claim, suit, action or proceeding brought against Wink by a third party arising out of Manufacturer's use of the Licensed Engine or exercise of the rights and licenses granted hereunder, and to pay any settlement or final judgment entered thereon against Wink, subject to the limitations set forth hereafter. Manufacturer shall be relieved of its obligations hereunder unless Wink gives Manufacturer (i) prompt written notice upon becoming aware of the existence of any such claim, suit, action or proceeding, (ii) sole control over the defense or settlement of such claim, suit, action or proceeding and (iii) reasonable assistance in the defense or settlement thereof.

13.0 GENERAL


13.1   Governing Law and Jurisdiction. This Agreement shall be governed
       by and construed under the laws of the State of California,
       without reference to conflict of laws principles.

13.2   Import & Export Controls. Manufacturer understands that Wink is
       subject to regulation by agencies of the U.S. government which
       prohibit export or diversion of certain products and technology
       to certain countries. Any and all obligations of Wink including
       without limitation obligations to provide products, technology,
       documentation, or technical assistance, will be subject in all
       respects to such United States laws and regulations that will
       from time to time govern the license and delivery of technology
       and products abroad or to foreign nationals by persons subject to
       the jurisdiction of the United States. Manufacturer warrants that
       it will comply in all respects with all applicable export and
       re-export restrictions. Manufacturer warrants that it will not,
       and will take all actions which may be reasonably necessary to
       assure that its Subdistributors and end users do not, contravene
       such United States laws or regulations.

13.3   No Assignment. This Agreement shall not be assigned by either
       party without the prior written consent of the other party, which
       consent shall not be unreasonably withheld, except that either
       party may assign its rights and obligations hereunder to any
       entity (i) which controls, is controlled by or is under common
       control with such party or (ii) which acquires all or
       substantially all of the assets or business of such party to
       which this Agreement pertains, provided in both cases that such
       entity shall assume in writing or by operation of law such
       party's obligations under this Agreement. Subject to the
       foregoing, this Agreement shall be binding upon and inure to the
       benefit of the parties hereto and their successors and assigns.

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

13.5   Compliance with Laws. In exercising its rights under this
       license, each party shall fully comply with the requirements of
       any and all applicable laws, regulations, rules and orders of any
       governmental body having jurisdiction over the exercise of rights
       under this license.


13.6   Notices. All notices under this Agreement shall be in writing and
       sent by (i) certified air mail, return receipt requested, postage
       prepaid or (ii) commercial courier service. If properly addressed
       to or delivered at the address for each party set forth above, a
       notice shall be deemed given upon delivery or, where delivery
       cannot be effected due to the actions of the addressee, upon
       tender.

13.7   Entire Agreement. This Agreement represents the entire agreement
       of the parties with respect to the subject matter hereof and
       supersedes all prior or contemporaneous agreements,
       understandings, proposals and representations by the parties.

13.8   No Waiver. Failure by either party to enforce any provision of
       this Agreement will not be deemed a waiver of future enforcement
       of that or any other provision.

13.9   No Oral Modification. No alteration, amendment, waiver,
       cancellation or any other change in any term or condition of this
       Agreement shall be valid or binding on either party unless
       mutually agreed in writing.

13.10  Language. This Agreement is in the English language only, which
       language shall be controlling in all respects, and all versions
       hereof in any other language shall not be binding on the parties.
       All communications and notices to be made or given pursuant to
       this Agreement shall be in the English language.

13.11  Use of "Including". Use of the word "including" in this Agreement
       is intended to be illustrative and not limiting.

13.12  Limitation of Liability. EXCEPT WITH RESPECT TO WINK'S
       OBLIGATIONS TO INDEMNIFY FOR COPYRIGHT, TRADE SECRET OR TRADE
       MARK INFRINGEMENT CLAIMS (BUT NOT PATENT) UNDER SECTION 11, IN NO
       EVENT SHALL WINK BE LIABLE TO MANUFACTURER OR ANY THIRD PARTY IN
       THE AGGREGATE FOR ANY AMOUNT IN EXCESS OF THE AMOUNTS PAID (AND
       THE AMOUNTS WHICH HAVE ACCRUED HEREUNDER BUT HAVE NOT BEEN PAID)
       BY MANUFACTURER HEREUNDER. IN NO EVENT SHALL WINK BE LIABLE TO
       MANUFACTURER, SUBDISTRIBUTORS, AND/OR CUSTOMERS FOR LOST PROFITS,
       LOSS OF DATA OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
       INDIRECT DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT,
       HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION
       SHALL APPLY EVEN IF WINK KNOWS OR HAS BEEN ADVISED OF THE
       POSSIBILITY OF SUCH DAMAGES AND


NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY PROVIDED FOR HEREIN.

13.13  Counterparts. This Agreement may be executed in any number of
       counterparts and when so executed and delivered shall have the
       same force and effect as though all signatures appeared on one
       document.

13.14  Severability. The provisions of this Agreement shall be
       severable, and if any provision of this Agreement shall be held
       or declared to be illegal, invalid, or unenforceable, such
       illegal, invalid or unenforceable provision shall be severed from
       this Agreement and the remainder of the Agreement shall remain in
       full force and effect, and the parties shall negotiate a
       substitute, legal, valid and enforceable provision that most
       nearly reflects the parties' intent in entering into this
       Agreement.

13.15  Basis of Bargain. Wink and Manufacturer acknowledge and agree
       that Wink's entering into this Agreement and the amount of
       Manufacturer's royalty hereunder have been done or set in
       reliance upon the limitations of liabilities and disclaimers of
       warranty set forth in this Agreement, and that the same form an
       essential basis of the parties' bargain.

IN WITNESS WHEREOF, the parties by their duly authorized representatives have entered into this Agreement as of the Effective Date.

WINK COMMUNICATIONS, INC.                   MANUFACTURER

By:                                         By:

Name:                                       Name:

Title: Title:


EXHIBIT A-1

[SAMPLE] STATEMENT OF WORK

1. Device Wink and Manufacturer agree that Wink shall port the Wink Engine to the Manufacturer DIRECTV System Receiver.

2. Specifications See attached Addendum to Exhibit A-1

3. Development Activities and Schedule

                                                            Responsible        Completion     Milestone
Task                                                        Party              Date           Payment
Signing of Agreement                                        Manufacturer                        no

Delivery of development equipment as required to a          Manufacturer                        no
location specified by Wink

Delivery by Wink of Project Plan for development of         Wink                                no
Wink Engine Version 2.0 as customized for
Manufacturer

First Delivery of Equipment to Wink                         Manufacturer                        no

On-site support at Wink to set up Equipment                 Manufacturer                        no

Delivery by Wink of Alpha version of object code of         Wink                                no
Wink Engine Version 2.0 as customized for __

Final Delivery of Equipment to Wink                         Manufacturer                        no

Delivery by Wink of Beta version of object code of Wink     Wink                                no
Engine Version 2.0 as customized for

Acceptance of final version of object code of Wink          Manufacturer                        no
Engine Version 2.0 as customized for

4. Materials and Equipment
First Delivery of Equipment
To be defined

Final Delivery of Equipment
To be defined

5. Payment Schedule: All amounts in US Dollars.


EVENT                                                         NRE PAYMENT           ROYALTY PAYMENT
Signing of Agreement                                             [ $0]                 [ $0 ]

Delivery by Wink of Project Plan for development                 [ $0 ]                [ $0 ]
of Wink Engine Version 2.0 as customized for
Manufacturer____

Delivery by Wink of Alpha version of object code                 [ $0 ]                [ $0 ]
of Wink Engine Version 2.0 as customized for


Acceptance of final version of object code of Wink               [ $0 ]                [ $0 ]
Engine Version 2.0 as customized for

                                    Totals:                      [ $0 ]                [ $0 ]

WINK COMMUNICATIONS INC                     MANUFACTURER


By:                                         By:

Name:                                       Name:

Title: Title:


EXHIBIT B

PROPRIETARY NOTICES

1. Screens displayed to the End-Users from time to time shall contain, at a minimum, the following:

Copyright 199_ Wink Communications, Inc. Patent Pending.

2. Wink, the Wink eye and "i" shall be marked with either "Registered in U.S. Patent and Trademark Office" or with the letter R enclosed within a circle.


EXHIBIT C

SUPPORT

The following provisions govern the support to be provided by Wink to Manufacturer for the Licensed Engine.

1. Contact People. Manufacturer shall appoint two (2) individuals within its organization who will serve as primary contacts between it and Wink to receive support ("Contact People"). All of Manufacturer's support inquiries shall be initiated through the Contact People.

2. Support Obligations. Manufacturer will be responsible for providing First Level Support and Second Level Support (as defined below) to its Subdistributors and other customers with respect to the Licensed Engine. Wink will provide Third Level Support (as defined below) for the Licensed Engine in the manner specified in these support terms.

3. Support Levels. Levels of customer support are defined as follows:

(a) "First Level Support" shall mean: (i) generating product information; (ii) providing configuration support; (iii) collection of relevant technical problem identification information; (iv) filtering user errors from real technical problems; and (v) solving simple problems by reference to existing documentation.

(b) "Second Level Support" shall mean First Level Support plus providing the following areas of support: (i) isolating the problem to determine that it is a problem with the Licensed Engine; (ii) recreating the problem in a lab simulation and/or through interoperability testing; (iii) determining whether or not the problem is a defect; (iv) collecting and analyzing diagnostic data; and (v) defining an action plan with the customer to solve the problem.

(c) "Third Level Support" shall mean: (i) confirming duplication of the problem and validating that it's a defect; (ii) fixing software bugs or generating workarounds.

4. Third Level Support.

(a) Escalation. Manufacturer can escalate a problem to Third Level Support, once Manufacturer exhausts the items enumerated above in First and Second Level Support. When escalating, Manufacturer shall provide enough information to allow Wink to duplicate the problem.


(b) Assignment of Severity Level. When a Third Level support call comes into Wink from Manufacturer, the parties will mutually assign a Severity Level as specified below that describes the nature of the call and how critical it is to Manufacturer's customer base(s).

(c) Response: Wink agrees to use commercially reasonable efforts to meet the response times for the respective problems commensurate with the severity of the error as specified below:

Severity                                                               First Response           Frequency of
Level                          Definition                                   Time                Status Update
Critical             Bug causes a crash and/or data                    4 business hours       Each business day
                     loss to a part or all of the system


High                 Bug causes a feature to violate a                 4 business hours       Each business day
                     performance specification (i.e.,
                     feature consistently does not work
                     as specified, or not at all)

Medium               Bug causes an occasional failure                  1 business day          Weekly
                     of a feature (i.e., feature fails in
                     specific cases)

Low                  Bug is characterized by a "glitch"                1 business day          Weekly
                     that does not affect a feature's performance
                     (e.g., confusing messages, typo-graphical
                      errors, visual abnormalities, etc.)

Doc Error            Error in documentation                            2 business days

(d) Support. Wink agrees to provide Third Level Support from 9 a.m. to 6 p.m. (San Francisco time) on business days ("Support Hours"). Support requests shall be submitted by Manufacturer via email.

5. Exclusions. Wink's support obligations shall not extend to problems that result from: (i) Manufacturer's failure to implement any Updates to the Licensed Engine which are provided by Wink; (ii) changes to the operating system or environment or Manufacturer Devices which adversely affect the Licensed Engine; (iii) any alterations of or additions to the Licensed Engine performed by parties other than Wink or Wink's authorized Subcontractors; (iv) use of the Licensed Engine in a manner inconsistent with the applicable Specifications or in a manner for which such Licensed Engine was not intended; or (v) combination of the Licensed Engine with


other products not supplied by Wink, which problems do not affect the Licensed Engine standing alone. Errors arising from the foregoing may be addressed by Wink at its then current hourly rates.

6. Fees. In consideration for the support of the Licensed Engine provided by Wink under this Exhibit, Manufacturer shall pay an annual fee of 25,000 as prepaid support for fees for up to 125 hours of support. Any additional support will be provided at Wink's then current hourly rates. The fee does not include travel expenses (air, lodging, food, local transport). The first support period will begin on the date of Final Acceptance and the fees for such period are due upon execution of this Agreement. The fees for any renewal period are due in advance within 60 days prior to the beginning of the renewal period. Travel availability is not guaranteed. The support terms will automatically renew unless one party notifies the other of its intent not to renew.

7. Change. These support terms are subject to change annually. Any changes will be documented in writing at least 90 days prior to the renewal date.


EXHIBIT J.: EQUIPMENT PROVIDED BY WINK

- Sun Spare Servers (primary + back-up) as necessary to operate the Wink Broadcast Server and Server Module Engine for the Interactive Wink Programs supplied by Programmers and the Wink virtual Channels.

- Norpak VBI readers for all incoming national video signals which contain Interactive Wink Programs and which DIRECTV has agreed to pass through to Wink-enabled DIRECTV System Receivers (including 2 spare units that can be "swapped" for defective ones by DIRECTV staff)

- All modems, servers and other equipment associated with the Wink Response Network

Proprietary and Confidential

36

EXHIBIT K.: WINK RESPONSE ROUTING PRICING

All products and services are billed Net/45. A Purchase Response shall be defined as any Wink Transaction which constitutes an agreement to purchase a product or service, regardless of the method of payment. An RFI Response shall be defined as any other Wink Transaction. A Poll Response shall be defined as a Wink Response generated by a Wink "vote/poll" script. The purpose of Poll Responses is to measure responses to specific questions, and may serve to aggregate both multiple choice and free form responses.

WINK TRANSACTIONS/MO.                             PRICE/WINK TRANSACTION
PURCHASE RESPONSES                         $[*] min./mo. per Interactive Wink Program
                                                  creating Purchase Responses
1-5,000                                                  [*]
5,001 - 25,000                                           [*]
25,001 - 100,000                                         [*]
100,001 - 250.000                                        [*]
250,001 - 500,000                                        [*]
500, 001 +                                               [*]

RFI RESPONSES                              $250 min./mo. per Interactive Wink Program
                                                  creating RFI Responses
1-5,000                                                  [*]
5,001 - 25,000                                           [*]
25,001 - 100,000                                         [*]
100,001 - 250,000                                        [*]
250,001 - 500,000                                        [*]
500, 001 +                                               [*]

Polls - report only                $[*] min./mo. per Interactive Wink Program creating Poll
Responses
1-250,000 Wink Responses                                 [*]
250, 001 +                                               [*]

1. Minimum monthly charges per application include UIC (Universal ICAP code) registration.

2. All volume price breaks are based on DIRECTV's monthly transaction volume by response category. The price breaks are based on the "average" for the month. That is, the lowest price applies to all transactions for the month.

Purchase and Request Response Fees Include;

1. Daily name & address lists delivered by fax, e-mail, or electronic FTP or mailbox.

2. UIC and application registration.

3. Standard report showing number of Wink Responses per day per Interactive Wink Program per city.

Polls
The fixed charge includes UIC and application registration, and a standard reporting that summarizes all Poll responses by type by city. If the application asks the viewer for telephone prefix or zip code, the summary includes those totals.

Custom Usage Reports or other Custom Reporting Custom reports are quoted by the Wink Response Center.

Proprietary and Confidential 37


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

EXHIBIT M.: DIRECTV TRADEMARK AND STYLE GUIDELINES

DIRECTV Trademark and Style Guide, dated December 1998 (and as amended by DIRECTV in the future in it's sole discretion.

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[ * ]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

EXHIBIT N

DIRECTV CUSTOMER SERVICE STANDARDS

Metrics:                                     Wink Standard                    Goal
                                                  [*]                          [*]
Service Level (percentage of calls
answered within 30 seconds)

Attendance                                        [*]                          [*]
Call Abandon Rate                                 [*]                          [*]
Call Busy Rate                                    [*]                          [*]
% Calls Handled                                   [*]                          [*]
Average Speed of Answer                           [*]                          [*]
Average Call Handle Time                          [*]                          [*]
Average Call Hold Time                            [*]                          [*]
Longest Call Waiting                              [*]                          [*]
% Calls Transferred                               [*]                          [*]

QUALITY:

EC calls are rated at a Meets or Ex               [*]                          [*]
% of calls where EC is polite and r               [*]                          [*]
% of calls that have one call resol               [*]                          [*]
LEGAL COMPLIANCE                                  [*]                          [*]
Call Monitoring per EC per month                  [*]                          [*]

SYSTEMS:

Telemarketing - available                         [*]                          [*]
Telecom - available                               [*]                          [*]
Networks - available                              [*]                          [*]


* Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.

Proprietary and Confidential 39


FIRST AMENDMENT TO THE MASTER AFFILIATION AGREEMENT
BY AND BETWEEN
WINK COMMUNICATIONS, INC. AND DIRECTV, INC.

This First Amendment (the "First Amendment") to that certain MASTER AFFILIATION AGREEMENT dated as of December 22, 1998 (the "Agreement") by and between Wink Communications, Inc., a California corporation ("Wink") with offices at 1001 Village Parkway, Alameda, CA 94501, and DIRECTV, Inc., a California corporation with offices at 2230 East Imperial Highway, El Segundo, CA 90245 ("DIRECTV"), is hereby made and entered into this 8th day of March, 1999, as follows:

1. Amendment. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto amend the Agreement, pursuant to Section 14.2 thereof, as hereby follows;

A. Section 5.8. The Paragraph immediately following Paragraph
(d) of Section 5.8 is hereby amended to read as follows:

If DIRECTV HAS NOT REACHED A MINIMUM OF ONE MILLION (1,000,000) WINK-ENABLED DIRECTV SYSTEM SUBSCRIBERS BY THE FIRST ANNIVERSARY OF THE MEASUREMENT DATE, BUT DOES REACH A MINIMUM OF ONE MILLION (1,000,000) WINK-ENABLED DIRECTV SYSTEM SUBSCRIBERS WITHIN EIGHTEEN (18) MONTHS OF THE MEASUREMENT DATE, AND (x) HUGHES NETWORK SYSTEMS, PHILIPS CONSUMER ELECTRONICS OR SONY ELECTRONICS SHIPS OVER 10,000 UNITS OF A WINK-ENABLED DIRECTV SYSTEM RECEIVER TO RESIDENTIAL CUSTOMERS PRIOR TO MARCH 31, 2000, AND (y) SUCH WINK-ENABLED DIRECTV SYSTEM RECEIVER MODEL IS REASONABLY ANTICIPATED BY SUCH PARTICIPATING MANUFACTURER TO BE ITS HIGHEST VOLUME MODEL DURING THE APPLICABLE MODEL YEAR, WINK AGREES TO GUARANTEE CERTAIN REVENUES FOR DIRECTV AS FOLLOWS:

2. Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this First Amendment through their duly authorized representatives as of the date first set forth above.

ACCEPTED AND AGREED TO:

Wink Communications, Inc.               DIRECTV, Inc.

By: /s/ ALLEN THYGESN                   By: /s/ BRADLEY BEALE
   ---------------------------------       -------------------------------------

Name: Allen Thygesn                     Name: Bradley Beale
     -------------------------------         -----------------------------------

Title: SVP                              Title: Vice President
      ------------------------------          ----------------------------------

1

EXHIBIT 10.14

MASTER CABLE AFFILIATION AGREEMENT
TIME WARNER CABLE

THIS Master Agreement is made as of the 23rd day of September, 1998 (the "Effective Date"), by and between WINK COMMUNICATIONS, INC., a California corporation ("Wink"), whose address is 1001 Marina Village Parkway, Alameda, CA 94501 and TIME WARNER CABLE, a division of Time Warner Entertainment Company, L.P., a Delaware limited partnership ("Affiliate"), with offices at 290 Harbor Drive, Stamford, Connecticut 06902.

1. GRANT OF LICENSE

1.1 Subject to the terms of this Master Agreement, Wink hereby grants to Affiliate a non-exclusive license (the "License") to use the Wink software products listed in Exhibit B (hereinafter collectively referred to as "Wink Software") to deliver interactive program(s) which utilize the vertical blanking interval ("VBI") and are compliant with the Wink interactive communications application protocol ("Interactive Wink Programs") to: (A) the subscribers of all cable systems: (i) managed by a Time Warner Company (as defined herein) or (ii) of which a Time Warner Company (as defined herein) directly or indirectly owns, or has the right to become owner, of at least 25% of the equity and which are located in the continental United States, Alaska, Hawaii, and the US territories in Caribbean and Canada ("Affiliate System"); and (B) satellite master antenna television systems, multi-point distribution services, multi-channel multi-point distribution services, equipment owned or operated by the owners or residents of individual dwelling units for private viewing capable of receiving audio/visual signals and/or programming directly via satellite (including, without limitation, C-Band and Ku-Band signals), as modified, manipulated, compressed or replaced now or in the future and all other methods of distributing or receiving audio/visual signals and/or programming, excluding traditional broadcast television, in an Operating Area (as defined in Section 1.2), in any area of a county in which an Operating Area is located and in any county adjacent to such a county. As used herein, a "Time Warner Company" shall mean Affiliate, Time Warner Inc. ("TWI"), Time Warner Entertainment Company, L.P. ("TWE"), Time Warner Entertainment-Advance/Newhouse, L.P. ("TWE-NN"), TWI Cable Inc. ("TWIC"), or Paragon Communications or any other corporation, partnership, joint venture, trust, joint stock company, association, unincorporated organization (including a group acting in concert) or other entity of which Affiliate, TWI, TWE, TWEAN, TWIC or Paragon Communications, directly or indirectly own at least 25% of the equity.

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1.2 For purposes of this Master Agreement, the "Operating Area" of any Affiliate System shall mean that area where such Affiliate System is authorized by the appropriate governmental agency, authority or instrumentality (if required) to operate an audio or video distribution facility and is operating or is obligated to operate or become operational.

1.3 Except as permitted in this Master Agreement, this License is not transferable outside of each Affiliate System's Operating Area, nor may any rights hereunder be transferred, assigned or sub-licensed in whole or in part without Wink's prior written consent.

1.4 For purposes of this Master Agreement, a "Participating System" shall mean an Affiliate System that has: (A) executed Exhibit C (the "System Addendum"), which provides Wink, Affiliate and the Participating System with specific information regarding exceptions or modifications, if any, to the terms defined in this Master Agreement, equipment inventory and requirements, test and launch dates, and other information specific to Participating System, and which, when executed, shall be deemed a part of this Master Agreement (all references hereinafter to "this Master Agreement" shall be deemed to include each executed System Addendum); and (B) licensed the Wink-developed client software for Affiliate's advanced analog and digital cable set top boxes (the "Wink Engine", a cable set top box for which the Wink Engine is commercially available shall be referred to as a "Wink-capable STB"), separately from the manufacturer of such set top boxes in order to enable reception of Interactive Wink Programs. Wink has arranged for special preferential terms for the license of the Wink Engine for Participating Systems meeting certain criteria, as defined in Exhibit D. The parties agree that a System Addendum shall not be effective and binding upon a Participating System unless and until executed by Affiliate's Senior Vice President of Programming (or another person designated in writing by him or her), Participating System and Wink.

2. TERM

2.1 The "Term" of this Master Agreement shall commence on the Effective Date and terminate five (5) years thereafter.

2.2 The term of each System Addendum shall commence on the date of execution of the System Addendum and shall terminate on expiration or termination of the Master Agreement, unless terminated earlier as provided herein. Participating System and Affiliate shall have the right, but not the obligation, in their sole discretion, to terminate an individual System Addendum at any time after a period of three
(3) years following the first day the Interactive Wink Programs are distributed to and received by such Participating System's subscribers (the "Launch Date") in accordance with

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the terms of this Master Agreement. Notice of Affiliate's or Participating System's intent to so terminate must be received by Wink no later than sixty (60) days prior to the effective date of such termination.

2.3 Each Participating System that has provided Interactive Wink Programs to its subscribers on or before December 31, 1999 shall have the option, in its and Affiliate's sole discretion, to terminate its System Addendum at any time after a period of