AFFILIATION AGREEMENT - COMCAST PROGRAMMING

EXHIBIT 10.11



CABLE AFFILIATION AGREEMENT



THIS AGREEMENT is made as of the 10th day of December 1998, by and between WINK COMMUNICATIONS, INC., a California corporation ("Wink"), whose address is 1001 Marina Village Parkway, Alameda, CA 94501 and COMCAST PROGRAMMING, a Division of COMCAST CORPORATION, a Pennsylvania corporation ("Affiliate"), whose address is 1500 Market Street, Philadelphia, Pennsylvania, 19102-2148.



1. GRANT OF LICENSE



1.1 Wink hereby grants to 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 (all applicable) updates (hereinafter collectively

referred to as "Wink Software") to deliver to either advanced analog

and/or digital set top boxes the Enhanced Broadcasting within its New

Haven, CT Operating Area (Launch Market), or any portion thereof, as

determined by Affiliate.



1.2 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.



1.3 Affiliate agrees to test the Wink Software on advanced analog (CFT 2200)

cable set top boxes in New Haven, CT, or any portion thereof, as

determined by Affiliate.



2. TERM



2.1 The term of this Agreement shall commence on the date of execution of

this Agreement and terminate December 31, 2001.



3. INTEGRATION



3.1 Affiliate will make commercially reasonable efforts to test Enhanced

Broadcasting in the New Haven, CT Operating Area (Launch Market), or any

portion thereof, as determined by Affiliate. 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. It is Affiliate's intent,

subject to technical issues, to initiate such test by March 31, 1999.



3.2 Wink agrees to perform all Wink related work necessary to integrate with

advanced analog and digital cable set top boxes at no charge to







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3.3 Affiliate agrees to allow Wink to install and use Wink Response Servers

located in individual Affiliate Operating Area headends in which

Affiliate determines to deploy Wink Software, to collect, aggregate, and

route responses for national Enhanced Broadcasting applications through

Wink's Alameda Data Center. Wink shall provide relative equipment and

perform all Wink-related installation work necessary to ensure proper

operation of the Wink Software and reliable delivery of Enhanced

Broadcasting and shall provide on-going technical support for the Wink

Software through the term of the Agreement for the Launch Market(s).

Wink is responsible to maintain and repair all Wink related head-end



3.4 Wink agrees to provide weekly reporting to Affiliate of all response

traffic generated by its Wink enabled Affiliate subscribers.



4. RATES AND DEPLOYMENT



4.1 Affiliate shall have the right and option to include up to two (2)

additional 2-way Wink capable advanced analog and/or digital Operating

Areas under this Agreement as long as such Operating Areas launch prior

to or on December 31, 1999, and such Operating Areas shall each be

considered a Launch Market. Launch Market is defined as a Comcast market

that receives no license fee, installation, or integration fees for the

term of this Agreement. In the event that Comcast adds a 2nd or 3rd

market to this Agreement per the launch option above, Affiliate agrees

that such Launch Markets shall deploy WINK to all advanced analog and/or

digital households and shall be governed by the terms of this Agreement.



4.2 Affiliate understands that the Enhanced Broadcasting service is

delivered from National Broadcasters and National Cable Programming

Services (hereinafter collectively referred to as "Programmers") in the

VBI of the Programmers Video Signal. If Affiliate experiences problems

with the Enhanced Broadcasting delivery system, Affiliate will

reasonably cooperate with Wink to remedy such problems.



4.3 Wink agrees to revenue share with Affiliate on all transaction

processing fees associated with the Enhanced Broadcasting applications.

Wink agrees to share [ * ] percent of gross transaction processing

fees (including, but not limited to Purchase Transaction Fees and

Request Transaction Fees). See Schedule A.



5. PROMOTION AND RESEARCH





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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.





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5.1 Affiliate agrees to promote the initial test of the Wink service to

applicable Subscribers within the Operating Area of New Haven, CT.

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