RENTRAK CORPORATION
                        INCENTIVE STOCK OPTION AGREEMENT

     THIS  AGREEMENT,  effective as of November 18, 2002, is made by and between
Rentrak  Corporation,   an  Oregon  corporation   (hereinafter  referred  to  as
"Company"), and Kenneth M. Papagan, an employee of Company (hereinafter referred
to as "Employee"):

     WHEREAS,  Company  wishes to afford  Employee the  opportunity  to purchase
shares of its $.001 par value Common Stock; and

     WHEREAS,  Company has adopted the 1997 Equity Participation Plan of Rentrak
Corporation  (hereinafter  referred to as "Plan") (the terms of which are hereby
incorporated by reference and made a part of this Agreement); and

     WHEREAS, the Committee appointed to administer the Plan has determined that
it would be to the advantage  and best interest of Company and its  shareholders
to grant the  Incentive  Stock  Option  (the  "Option")  provided  for herein to
Employee  as an  inducement  to  remain  in the  service  of  Company  and as an
incentive for increased efforts during such service;

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

1.   GRANT OF OPTION

     1.1 Grant of Option. In consideration of Employee's  agreement to remain in
the  employ of  Company  or its  Subsidiaries  and for other  good and  valuable
consideration,  effective as of the date of this Agreement,  Company irrevocably
grants to  Employee  an Option to purchase  any part or all of an  aggregate  of
_______ shares of its $.001 par value Common Stock upon the terms and conditions
set forth in this  Agreement and the Plan;  provided that to the extent that any
provision of this  Agreement or  Employee's  Employment  Agreement  with Company
conflicts with the provisions of the Plan (including  without limitation Section
1.33 of the Plan),  the  provisions of this  Agreement or Employee's  Employment
Agreement will control.

     1.2  Purchase  Price.  The  purchase  price of the  shares of Common  Stock
covered by the Option is ______ per share,  without  commission or other charge,
subject to adjustment as provided in Section 9.3(a) of the Plan.

     1.3  Consideration  to Company.  In  consideration  of the granting of this
Option by Company,  Employee agrees to render faithful and efficient services to
Company or a Subsidiary,  with such duties and  responsibilities as set forth in
Employee's  Employment  Agreement with Company.  Nothing in this Agreement or in
the Plan confers upon Employee any right to continue in the employ of Company or
any Subsidiary,  or as a director of Company, or will

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interfere   with  or  restrict  in  any  way  the  rights  of  Company  and  its
Subsidiaries,  which are expressly  reserved,  to discharge Employee at any time
for any  reason  whatsoever,  with or  without  cause,  except  as  provided  in
Employee's Employment Agreement with Company.

     1.4 Adjustments in Option.  The Committee may make adjustments with respect
to the Option in  accordance  with the  provisions  of Section  9.3 of the Plan;
provided,  however, that each such adjustment will be made in such manner as not
to constitute a  "modification"  within the meaning of Section  424(h)(3) of the
Code,  unless the Optionee consents to an adjustment which would constitute such
a "modification".

2.   PERIOD OF EXERCISABILITY

     2.1 Commencement of Exercisability.

          (a)  Subject to  Sections  2.1(b),  2.1(c),  and 2.3,  the Option will
     become exercisable in four cumulative installments as follows:

               (i) The first  installment  consists of 25% of the shares covered
          by the Option and will become  exercisable on the first anniversary of
          the date the Option is granted.

               (ii) The second installment consists of 25% of the shares covered
          by the Option and will become exercisable on the second anniversary of
          the date the Option is granted.

               (iii) The third installment consists of 25% of the shares covered
          by the Option and will become  exercisable on the third anniversary of
          the date the Option is granted.

               (iv) The fourth installment consists of 25% of the shares covered
          by the Option and will become exercisable on the fourth anniversary of
          the date the Option is granted.

          (b) No portion of the Option which is  unexercisable at Termination of
     Employment will thereafter become exercisable.

          (c) Notwithstanding Sections 2.1(a) and 2.1(b), the Option will become
     fully and immediately exercisable in the event that after the occurrence of
     an event that would  constitute  a "change in  control"  of Company  (under
     either the  definition  of that term in the Plan or the  definition of that
     term in Employee's  Employment  Agreement with Company) and during the term
     of  Employee's  Employment  Agreement  with  Company,   Company  terminates
     Employee's  employment with Company without "Cause" or Employee voluntarily
     terminates his  employment  with Company with "Good Reason" (as those terms
     are defined in Employee's Employment Agreement).

     2.2  Duration  of  Exercisability.  Once  the  Option  becomes  exercisable
pursuant  to  Section  2.1,  it  will  remain   exercisable   until  it  becomes
unexercisable under Section 2.3.


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     2.3 Expiration of Option.  The Option may not be exercised to any extent by
anyone after the first to occur of the following events:

          (a) The expiration of 10 years from the date the Option was granted;

          (b) If Employee  owned  (within  the meaning of Section  424(d) of the
     Code),  at the time the  Option  was  granted,  more  than 10% of the total
     combined  voting power of all classes of stock of Company or any Subsidiary
     or parent  corporation  thereof  (within  the meaning of Section 422 of the
     Code), the expiration of five years from the date the Option was granted;

          (c) The expiration of one month from the date of Employee's  voluntary
     Termination of Employment without Good Reason;

          (d) The  expiration  of  three  months  from  the  date of  Employee's
     Termination of Employment by reason of his retirement, his being discharged
     without Cause, or his voluntary  Termination of Employment for Good Reason,
     unless Employee dies within said three-month period;

          (e) The expiration of one year from the date of Employee's Termination
     of Employment by reason of his permanent and total  disability  (within the
     meaning of Section 22(e)(3) of the Code);

          (f) The expiration of one year from the date of Employee's death;

          (g) Immediately  upon Employee's  Termination of Employment for Cause;
     or

          (h) On the date  specified  in  Section  2.4(b) in  connection  with a
     Terminating Event (as that term is defined in Section 2.4(b)).

     2.4   Adjustments    to    and/or     Cancellation    of    the    Option.


          (a) Neither (i) the issuance of additional  shares of stock of Company
     in exchange for adequate consideration  (including services),  nor (ii) the
     conversion of  outstanding  preferred  shares of Company into Common Stock,
     will be deemed to require an adjustment in the shares covered by the Option
     or in the  purchase  price of shares  subject  to the  Option  pursuant  to
     Section 9.3(a) of the Plan. In the event the Committee  determines  that an
     event has occurred  affecting Company such that an adjustment to the Option
     under  Section  9.3(a)  of the  Plan  should  be  made  but  that it is not
     practical or feasible to make such an adjustment, such event will be deemed
     a Terminating Event subject to the following paragraph.

          (b)  Subject to  Section  9.3(b)(vii)  of the Plan,  in the event of a
     "Change in Control" of Company (under either the definition of that term in
     the Plan or the definition of that term in Employee's Employment Agreement)
     or the  occurrence of an event in accordance  with the last sentence of the
     previous  paragraph  (any  of  such  events  is  herein  referred  to  as a
     "Terminating Event"), the Committee will determine whether a provision

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     will be made in connection  with the  Terminating  Event for an appropriate
     assumption of the Option by, or  substitution  of  appropriate  new options
     covering stock of, a successor  corporation  employing Employee or stock of
     an affiliate  of such  successor  employer  corporation.  If the  Committee
     determines  that such an  appropriate  assumption or  substitution  will be
     made, the Committee will give notice of the  determination  to Employee and
     the terms of such assumption or substitution,  and any adjustments made (i)
     to the number and kind of shares  subject to the Option  outstanding  under
     the Plan (or to  options  issued  in  substitution  therefor),  (ii) to the
     Option purchase price, and (iii) to the terms and conditions of the Option,
     will  be  binding  upon  Employee.  If the  Committee  determines  that  no
     assumption or substitution  will be made, the Committee will give notice of
     this determination to Employee,  whereupon Employee will have the right for
     a period of 30 days following the notice to exercise in full or in part the
     unexercised and unexpired portion of this Option,  all of which will become
     fully  and   immediately   vested  without  regard  to  the  limitation  on
     exercisability  specified in Section  2.1(a) above.  Upon the expiration of
     this 30 day  period,  the Option  will  expire to the  extent  not  earlier
     exercised.

          (c) The Committee will exercise its discretion in connection  with the
     determinations  under this  Section  2.4 in good faith and in a uniform and
     nondiscriminatory manner with respect to all participants under the Plan.

     2.5 Special Tax  Consequences.  Employee  acknowledges  that, to the extent
that the aggregate  Fair Market Value of stock with respect to which  "incentive
stock  options"  (within  the  meaning of Section  422 of the Code,  but without
regard to Section 422(d) of the Code), including the Option, are exercisable for
the first time by  Employee  during any  calendar  year  (under the Plan and all
other  incentive  stock option plans of Company,  any  Subsidiary and any parent
corporation  thereof  (within the  meaning of Section 422 of the Code))  exceeds
$100,000,  such options will be treated as  Non-Qualified  Options to the extent
required by Section 422 of the Code. Employee further acknowledges that the rule
set forth in the  preceding  sentence  will be  applied by taking  options  into
account in the order in which they were  granted.  For  purposes of these rules,
the Fair Market Value of stock will be determined as of the time the option with
respect to such stock is granted.

3.   EXERCISE OF OPTION

     3.1 Partial Exercise.  Any exercisable  portion of the Option or the entire
Option, if then wholly exercisable,  may be exercised in whole or in part at any
time prior to the time when the Option or portion thereof becomes  unexercisable
under Section 2.3, provided, however, that each partial exercise will be for not
less than 100 shares and must be for whole shares only.

     3.2 Manner of Exercise. The Option, or any exercisable portion thereof, may
be exercised  solely by delivery to Company's  Secretary or his office of all of
the  following  prior  to the time  when  the  Option  or such  portion  becomes
unexercisable under Section 2.3:


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          (a) A written notice complying with the applicable  rules  established
     by the  Committee  stating  that  the  Option,  or a  portion  thereof,  is
     exercised.  The notice  must be signed by  Employee  or other  person  then
     entitled to exercise the Option or such portion.

          (b) Full  payment to Company for the shares with respect to which such
     Option or portion is exercised, which must be:

               (i) In cash; or

               (ii) With the consent of the  Committee,  (A) shares of Company's
          Common Stock owned by Employee,  and, if acquired from  Company,  held
          for at least six months, duly endorsed for transfer to Company, with a
          Fair  Market  Value on the  date of  delivery  equal to the  aggregate
          purchase  price of the shares as to which the Option is exercised,  or
          (B)  shares of  Company's  Common  Stock  issuable  to  Employee  upon
          exercise  of the  Option,  with a Fair  Market  Value  on the  date of
          delivery  equal to the  aggregate  purchase  price of the shares as to
          which the Option is exercised; or

               (iii) With the consent of the Committee,  by delivery of a notice
          that  Employee  has  placed a market  sell  order  with a broker  with
          respect  to  shares of  Company's  Common  Stock  then  issuable  upon
          exercise of the Option, and that the broker has been directed to pay a
          sufficient  portion  of the net  proceeds  of the sale to  Company  in
          satisfaction  of the  purchase  price of the  shares  as to which  the
          Option is exercised.

          (c) A  bona  fide  written  representation  and  agreement,  in a form
     satisfactory  to the  Committee,  signed by Employee  or other  person then
     entitled  to  exercise  such  Option or  portion  as the  Committee  in its
     discretion,  determines is necessary or  appropriate  to effect  compliance
     with the Securities  Act of 1933 and any other federal or state  securities
     laws or regulations. Without limiting the generality of the foregoing, such
     agreement may provide that (i) as of the date of any subsequent transfer of
     the shares  acquired on exercise of the Option (the "Option  Shares"),  the
     Committee may require an opinion of counsel  acceptable to it to the effect
     that such transfer of the Option Shares does not violate the Securities Act
     of 1933,  and (ii)  Company may issue  stop-transfer  orders  covering  the
     Option Shares.  Share  certificates  evidencing  Option Shares will bear an
     appropriate  legend  referring to the provisions of this subsection (c) and
     the agreements herein. The written representation and agreement referred to
     in the first  sentence of this  subsection  (c) will not be required if the
     shares to be issued  pursuant to such exercise have been  registered  under
     the  Securities  Act of 1933,  and such  registration  is then effective in
     respect of such shares.

          (d) Full  payment to Company (or other  employer  corporation)  of all
     amounts  which,  under  federal,  state or local tax law, it is required to
     withhold  upon exercise of the Option.  With the consent of the  Committee,
     (i) shares of Company's  Common Stock owned by Employee,  duly endorsed for
     transfer,  with a Fair  Market  Value  equal  to the  sums  required  to be
     withheld,  or (ii) shares of Company's  Common  Stock  issuable to


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     Employee  upon exercise of the Option with a Fair Market Value equal to the
     sums  required  to be  withheld,  may be used  to make  all or part of such
     payment.

          (e) In the event the  Option  or  portion  is  exercised  pursuant  to
     Section 4.1 by any person or persons other than Employee, appropriate proof
     of the right of such person or persons to exercise the Option.

     3.3 Rights as  Shareholder.  The holder of the Option is not,  and does not
have any of the rights or privileges  of, a shareholder of Company in respect of
any shares  purchasable  upon the exercise of any part of the Option  unless and
until certificates  representing such shares have been issued by Company to such
holder.

4. OTHER PROVISIONS

     4.1 Option Not  Transferable.  Neither the Option nor any interest or right
therein or part thereof may be sold,  pledged,  assigned,  or transferred in any
manner  other than by will or the laws of descent and  distribution,  unless and
until such Option has been exercised,  or the shares underlying such Option have
been issued, and all restrictions applicable to such shares have lapsed. Neither
the Option nor any  interest  or right in the Option (or part  thereof)  will be
liable for the debts,  contracts or engagements of Employee or his successors in
interest  or  will  be  subject  to   disposition   by   transfer,   alienation,
anticipation,  pledge,  encumbrance,  assignment or any other means whether such
disposition  be  voluntary  or  involuntary  or by operation of law by judgment,
levy,  attachment,  garnishment  or any  other  legal or  equitable  proceedings
(including  bankruptcy),  and any attempted disposition thereof will be null and
void and of no effect,  except to the extent that such  disposition is permitted
by the preceding sentence.

     4.2 Shares to Be Reserved. Company will at all times during the term of the
Option  reserve and keep available such number of shares of Common Stock as will
be sufficient to satisfy the requirements of this Agreement.

     4.3  Notices.  Any notice to be given under the terms of this  Agreement to
Company must be addressed to Company in care of its Secretary, and any notice to
be given to Employee  will be addressed to him at the address  given beneath his
signature.  By a notice given  pursuant to this  Section  4.3,  either party may
designate a  different  address  for  notices to be given.  Any notice  which is
required to be given to Employee will, if Employee is then deceased, be given to
Employee's  personal   representative  if  such  representative  has  previously
informed  Company of his status and address by written notice under this Section
4.3.  Any notice  will be deemed duly given when  enclosed in a properly  sealed
envelope  or wrapper  addressed  as pursuant to this  Section,  deposited  (with
postage prepaid) in a post office or branch post office regularly  maintained by
the United States Postal Service.

     4.4 Titles.  Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.

     4.5  Notification  of  Disposition.  Employee  will give  prompt  notice to
Company of any  disposition or other transfer of any shares  acquired under this
Agreement if such  disposition

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or transfer  is made (a) within two years from the date of  granting  the Option
with  respect to such  shares or (b) within one year after the  transfer of such
shares to him.  Such notice must specify the date of such  disposition  or other
transfer  and the  amount  realized,  in cash,  other  property,  assumption  of
indebtedness or other  consideration,  by Employee in such  disposition or other
transfer.

     4.6  Construction.  This Agreement will be  administered,  interpreted  and
enforced  under  the  internal  laws of the State of  Oregon  without  regard to
conflicts of laws thereof.

     4.7 Conformity to Securities Laws.  Employee  acknowledges that the Plan is
intended  to  conform  to  the  extent  necessary  with  all  provisions  of the
Securities  Act of 1933 and the  Exchange  Act and any and all  regulations  and
rules  promulgated  by  the  Securities  and  Exchange  Commission   thereunder,
including without limitation Rule 16b-3.  Notwithstanding anything herein to the
contrary,  the Plan will be  administered,  and the Option is granted and may be
exercised,  only  in  such a  manner  as to  conform  to such  laws,  rules  and
regulations.  To the  extent  permitted  by  applicable  law,  the Plan and this
Agreement  will be deemed  amended  to the extent  necessary  to conform to such
laws, rules and regulations.

     4.8  Definition  of  Terms.  All  capitalized  terms  used  herein  without
definition have the meanings  ascribed to such terms in the Plan.

         IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.


                               RENTRAK CORPORATION



                                       By _______________________________
                                       President




Kenneth M. Papagan

Address:




Employee's Taxpayer Identification Number: ___________________



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Source: OneCLE Business Contracts.