EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT  (hereinafter referred to as the "Agreement") is
made and  entered  into  effective  January 1, 2001  (herein  referred to as the
"effective  date"), by and between Rentrak  Corporation,  an Oregon  corporation
(hereinafter  referred to as the  "Company"),  and Mark L. Thoenes  (hereinafter
referred to as the "Executive").

                                   WITNESSETH:

      WHEREAS,  the Company  currently  retains  and  engages  the  professional
services of  Executive  in the capacity of Vice  President  and Chief  Financial
Officer and Executive is one of the key  executives of the Company.  The Company
desires  Executive to be so  continuously  employed as Vice  President and Chief
Financial Officer;

      WHEREAS,  the Company and  Executive  desire to enter into this  Agreement
memorializing the terms and conditions of the employment relationship;

      WHEREAS,  the Company  considers it essential to the best interests of its
shareholders to foster the continuous employment of Executive;

      WHEREAS, the Board of Directors of the Company (hereinafter referred to as
the  "Board")   recognizes  that,  as  is  the  case  with  many   publicly-held
corporations,  the  possibility  of a Change of Control (as  defined  below) may
exist and that such possibility,  and the uncertainty and questions which it may
raise among management, may result in the departure of distraction of management
personnel to the detriment of the Company and its shareholders; and

      WHEREAS,  the Board has determined that appropriate  steps should be taken
to reinforce and encourage the continued  attention and dedication of members of
the Company's management,  including Executive, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a Change of Control.

      NOW,  THEREFORE,  in consideration  of the mutual premises,  covenants and
agreements  herein  contained,  the recitals set forth hereinabove which by this
reference are incorporated  herein,  and other good and valuable  consideration,
the  receipt  of which is  hereby  acknowledged,  the  parties  hereby  agree as
follows:

      Section 1. EMPLOYMENT

      1.01 Position and Title.  The Company shall employ and engage the services
of Executive,  in the position of Vice  President and Chief  Financial  Officer,
pursuant to the terms and conditions set forth in this Agreement.

      1.02 Duties and Place of Employment.

           (a)  Executive   shall  be   responsible   for,  and  perform  duties
customarily  performed by executives  employed in the position of Vice President
and Chief  Financial  Officer or other duties as may be directed by the Company,
from time to time.  A position  description  is  attached to this  Agreement  as
Exhibit A.


                                      -1-
<PAGE>

Executive  shall (i) devote his full  business time which shall include the time
he reasonably  and in good faith deems  necessary to the business and affairs of
the Company;  (ii) use his best efforts to promote the interests of the Company;
(iii) perform  faithfully and efficiently his  responsibilities  and duties; and
(iv) refrain from any professional  business  endeavor outside of his employment
which  interferes  with  his  ability  to  perform  his  obligations  hereunder.
Executive  shall  perform  the  majority  of his  duties  in  Portland,  Oregon,
provided,  however,  the both parties  understand  that the position may require
some travel to other  locations  as may be directed by the Company  from time to
time.  Subject tot he terms of this  Agreement,  Executive shall comply promptly
and faithfully  with all of the Company's  policies,  instructions,  directions,
requests, rules and regulations.

           (b) After a Change of Control (defined below) during the Term of this
Agreement,  Executive  shall continue to serve the Company in the  substantially
similar capacity and have the substantially similar authority,  responsibilities
and status as he had as of the date immediately  prior to the Change of Control.
After a Change  of  Control,  Executive's  services  shall be  performed  at the
location where  Executive was employed as of the date  immediately  prior to the
Change of Control,  or at such other location as may be mutually  agreed between
the Company and Executive.

           (c) For purposes of this  Agreement,  a "Change of Control"  shall be
deemed to have occurred upon the first  fulfillment  of the conditions set forth
in any one of the following three paragraphs:

                (i) Any  "person"  (as such term is defined in Sections  3(a)(9)
           and 13(d)(3) of the Securities  Exchange Act of 1934, as amended (the
           "Exchange  Act")),  other than a trustee or other  fiduciary  holding
           securities  under an  employee  benefit  plan of the  Company,  is or
           becomes  a  beneficial  owner  (within  the  meaning  of  Rule  13d-3
           promulgated  under the  Exchange  Act),  directly or  indirectly,  of
           securities of the Company,  representing twenty-five percent (25%) or
           more of the combined  voting power of the Company's then  outstanding
           securities; or

                (ii) A  majority  of the  directors  elected  at any  annual  or
           special meeting of stockholders are not individuals  nominated by the
           Company's then incumbent Board; or

                (iii)  The  shareholders  of the  Company  approve  a merger  or
           consolidation of the Company with any other corporation, other than a
           merger or consolidation  which would result in the voting  securities
           of the Company  outstanding  immediately prior thereto  continuing to
           represent (either by remaining outstanding or by being converted into
           voting  securities  of the  surviving  entity) at least  seventy five
           percent (75%) of the combined  voting power of the voting  securities
           of the Company or such surviving entity outstanding immediately after
           such  merger or  consolidation,  or the  shareholders  of the Company
           approve a plan

                                      -2-
<PAGE>

           of complete  liquidation  of the Company or an agreement for the sale
           or  disposition  by the  Company of all or  substantially  all of its
           assets.

      Section 2. TERM AND TERMINATION

      2.01 Stated Term.  Employment shall commence on the effective date of this
Agreement and shall  continue for a term of five (5) years (i.e.  until December
31, 2005),  unless  terminated  sooner pursuant to this Section 2 ("Term").  The
Company and Executive agree to review the terms and conditions of this Agreement
after six (6) months of the term of this  Agreement  has expired,  no later than
July 15, 2001, to determine  that the terms and conditions of this Agreement are
still  consistent  with the  then  business  circumstances  of the  Company,  as
contemplated by the Company and Executive in executing this Agreement, as of the
effective date. Any  modifications to this Agreement may be made at that time by
mutual  written  consent  of the  Company  and the  Executive  in the form of an
amendment to this Agreement. Upon the completion of the review of this Agreement
by the Company and the Executive,  the Company may increase the Executive's Base
Salary, effective July 1, 2001 as set forth in Section 3.01.

      2.02  Termination  by the Company or  Executive  At Will.  Notwithstanding
anything herein to the contrary, Executive's employment may be terminated at any
time with or without  reason by the Company or  Executive  upon thirty (30) days
written notice to the other party. At the Company's  election,  Executive may be
relieved of his duties and responsibilities  immediately and provided payment of
salary and  benefits  in lieu of (30) day's  notice.  Such pay in lieu of notice
shall be in addition to severance  owed to Executive  pursuant to Sections  4.03
and 4.04.  Nothing in this  provision  shall operate to divest  Executive of any
vested  benefits that he is otherwise  entitled to receive under this Agreement,
if any.

      2.03 Termination by the Company for Cause.  Executive's  employment may be
terminated  by the Company at any time without  notice for "Cause."  Termination
for "Cause" is defined as termination for: (i) the final conviction of Executive
for  a  felony  involving  willful  conduct  materially  injurious,  harmful  or
detrimental  to the Company;  or (ii) the final  adjudication  of Executive in a
civil  proceeding  for  acts  of  omissions  to act  involving  willful  conduct
materially  injurious,  harmful or detrimental  to the Company.  For purposes of
this subsection, "final conviction" and "final adjudication" shall be and mean a
conviction or an adjudication,  as the case may be, that is no longer appealable
due to the  passage  of time or  otherwise,  and with  respect  to which a final
judgement  has been  entered  on the  judgement  roles of the court in which the
action was commenced.  Further,  for the purposes of this subsection,  no act or
omission to act on Executive's  part shall be considered  "willful" unless done,
or omitted to be done, by Executive in bad faith and without  reasonable  belief
that Executive's act or omission was in the best interest of the Company.

      2.04 Termination for Death or Disability.  Executive's employment shall be
terminable  immediately  upon Executive's  death or disability.  "Disability" is
defined for purposes of this  subsection as a condition  that renders  Executive
unable to perform the essential  functions of his  employment  hereunder with or
without reasonable  accommodation.



                                      -3-
<PAGE>

The parties agree that due to the  importance of  Executive's  position with the
Company, either an indefinite leave or a leave of absence for a period in excess
of ninety (90) days  (calculated on the same annual basis used by the Company to
calculate FMLA leave  entitlement)  would cause an undue hardship to the Company
and would not  constitute  a reasonable  accommodation.  Nothing in this Section
2.04 is  intended  to violate  any  federal or state law  regarding  parental or
family leave, if applicable.

      2.05 Termination by Executive for Good Reason.  Executive's employment may
be terminated by Executive at any time for "Good Reason" as that term is defined
below.  Executive's  continued  employment shall not constitute consent to, or a
waiver of rights with  respect to, any act of failure to act  constituting  Good
Reason hereunder. "Good Reason" shall mean:

           (a) a material  breach by the Company of the  specific  terms of this
Agreement;  provided  that  Executive  shall  have no  right to  terminate  this
Agreement pursuant to this cause unless the Company has had at least thirty (30)
days to cure such failure, or

           (b) the occurrence  (without  Executive's  express written  consent),
within two (2) years  after any  Change of  Control of any one of the  following
acts by the Company, or failures by the Company to act:

                (i) the assignment to Executive of any duties  inconsistent with
           Executive's  status as Vice President and Chief Financial  Officer of
           the  Company or a  substantial  adverse  alteration  in the nature or
           conditions or responsibilities from those in effect immediately prior
           to the Change of Control  other  than any such  alteration  primarily
           attributable  to the fact that the  Company may no longer be a public
           company;

                (ii) a  reduction  by the  Company in  Executive's  annual  Base
           Salary,  benefits and stock options on the date hereof or as the same
           may be increased from time to time;

                (iii) the relocation of the Company's  Portland,  Oregon offices
           to a location  more than fifteen (15) miles from the location of such
           offices  immediately  prior to the Change of Control of the Company's
           requiring  Executive to be based  anywhere  other than the  Company's
           offices  in  Portland,  Oregon,  except  for  required  travel on the
           Company's  business  to  an  extent  substantially   consistent  with
           Executive's  business  travel  obligations  immediately  prior to the
           Change of Control;

                (iv) the failure by the Company, without Executive's consent, to
           pay to  Executive  any portion of  Executive's  annual  Base  Salary,
           benefits, stock options or bonuses;

                (v) the failure by the Company,  without Executive's consent, to
           continue  in effect  any  salary,  benefits,  stock  options or bonus
           programs in which  Executive  participates  immediately  prior to the
           Change of Control



                                      -4-
<PAGE>

           which  is  material  to  Executive's  total  compensation   unless  a
           substantially  similar arrangement (embodied in an ongoing substitute
           or alternative  plan) has been made with respect to such plan, or the
           failure by the Company to continue Executive's  participation therein
           (or in such substitute or alternative plan) on a basis not materially
           less favorable,  both in terms of the amount of benefits provided and
           the  terms  and  conditions  of  such  benefits,  including,  without
           limitation,  the level of Executive's participation relative to other
           participants,  as such  relative  level  existed  at the  time of the
           Change of Control.

                (vi) the failure by the Company, without Executive's consent, to
           continue to provide Executive with benefits  substantially similar to
           those  available to Executive  or other  executives  under any of the
           Company's benefit plans including,  but not limited to, pension, life
           insurance,  medical, or health and accident or disability plans which
           are  currently   available  to  the  Executive  or  other  executives
           immediately prior to the Change of Control,  the taking of any action
           by the Company which would directly or indirectly  materially  reduce
           any of such  benefits or deprive  Executive  of any  material  fringe
           benefit  enjoyed  by  Executive  immediately  prior to the  Change of
           Control,  or the failure by the Company to provide Executive with the
           number of paid  vacation  days to which  Executive is entitled on the
           basis of years of service  with the  Company in  accordance  with the
           Company's  normal  vacation  polity in effect for  executives  of the
           Company immediately prior to the Change of Control; or

                (vii)  the  failure  of the  Company  to  obtain a  satisfactory
           agreement  from any  successor  to assume and agree to  perform  this
           Agreement, as contemplated in Section 11.04.

           (c) Notice and Opportunity to Cure. For all  terminations  under this
Section 2.05,  Executive must present in writing to the Company a Notice of Good
Reason  Termination  describing the act or acts  potentially  giving rise to the
Executive's  termination for "Good Reason" and providing the Company a period of
thirty  (30) days from the date of receipt of said  Notice in which to cure said
act or acts as described in Executive's  Notice of Good Reason  Termination (the
"Cure  Period").  Executive's  "Good  Reason"  termination  shall  not be deemed
effective unless the thirty (30) day Cure Period has elapsed and the Company has
not  substantially cured the alleged  act or a acts giving rise to the potential
"Good Cause"  termination.  It is further  agreed by the parties that  Executive
must present his Notice of Good Reason Termination to the Company within six (6)
months from the date of the alleged act or acts giving rise to the "Good Reason"
termination  or else  Executive  will be  deemed  to have  waived  his  right to
terminate this Agreement based on such alleged "Good Reason."

                                      -5-
<PAGE>


      Section 3.  SALARY AND BENEFITS

      3.01 Base Salary.  Commencing on the complete execution of this Agreement,
Executive  shall be paid a  minimum  annual  base  salary  in the  amount of One
Hundred  Sixty Eight  Thousand  Dollars  ($168,000)  per year  ("Base  Salary"),
payable in regular  semi-monthly  installments in arrears in accordance with the
Company's payroll procedures. Effective July 1, 2001 Executive's Base Salary may
be increased by a minimum of five percent  (5%)  annually in  accordance  with a
review of this Agreement by the Company and Executive  pursuant to Section 2.01.
Subsequently,  Executive's  Base Salary  shall be  automatically  increased by a
minimum five percent (5%) annually effective each January 1st, beginning January
1,  2002,  for the  Term of  this  Agreement.  Executive's  Base  Salary  may be
increased  annually  greater  than five percent  (5%) at the  discretion  of the
Company.

      3.02 Cash Bonus  Program.  Commencing  on the  complete  execution of this
Agreement,  Executive shall be eligible to receive an annual cash bonus or other
types of cash bonuses as is awarded to the  Company's  executives  in accordance
with the policies and  procedures or other  executive  contractual  arrangements
currently in effect for such cash bonus programs as approved by the Board of the
Company.

      3.03 Vacation,  Holidays, Sick Leave and Leaves of Absence.  Commencing on
the complete  execution of this  Agreement,  Executive shall be entitled to: (i)
four (4) weeks of paid vacation  during each year of his  employment  during the
Term of this Agreement;  (ii) the number of paid holidays provided for under the
current  policies  and  procedures  of the  Company  from time to time;  (iii) a
minimum of six (6) days of paid sick leave  during  each year of his  employment
during the Term of this Agreement;  and (iv) other leaves of absence on the same
basis granted to other executives by the Company from time to time.

      3.04 401(k) Plan.  Commencing on the complete execution of this Agreement,
or as of the next earliest date of eligibility,  Executive shall become eligible
to participate in the Company's 401(k) Plan. Executive shall be entitled to make
voluntary  pre-tax  employee  contributions  consistent  with the  policies  and
procedures of the Company's  401(k) Plan into Executive's  account.  The Company
shall also make annual  contributions  to Executive's  account  consistent  with
contributions  made by the Company to the  accounts of other  executives  of the
Company in the Company's 401(k) Plan.

      3.05  Stock  Options.   Commencing  on  the  complete  execution  of  this
Agreement,  the Company  shall  grant  Executive  an option to  purchase  Twenty
Thousand  (20,000) shares of the Company's stock at the market rate as set froth
in the  Company's  Stock Option Plan on the  effective  date,  commencing on the
complete  execution  of this  Agreement.  Said  options  shall vest at a rate of
twenty-five  percent (25%) per year (i.e.  five thousand  (5,000)  options shall
vest at the end of each  full  year of the  Executive's  employment  during  the
five-year Term of this  Agreement) and shall remain  exercisable for a period of
(10) years  from the issue  date.  The option  shall be subject to the terms and
conditions  contained in and granted  pursuant to that certain  Incentive  Stock
Option   Agreement   adopted  by  the  Company  (the  "Incentive   Stock  Option
Agreement"), a copy which is attached to this Agreement as Exhibit B.

                                      -6-
<PAGE>

      In  addition to the  aforementioned  options,  Executive  shall be granted
additional  options  for  Seven  Thousand  Five  Hundred  (7,500)  shares of the
Company's  stock per grant  during  each year  that this  Agreement  remains  in
effect.  All subsequent grants of options pursuant to this paragraph shall be at
a price to be set by the Board of Directors of the Company and ahsll be the same
price at which options are offered to most other employees of the Company during
the year in which the options are granted.  Said options shall vest at a rate of
twenty-five percent (25%) per year (i.e. one thousand eight hundred seventy five
(1,875)  options  shall  vest at the end of each  full  year of the  Executive's
employment)  and shall  remain  exercisable  for a period of (10) years from the
issue date. The option shall be subject to the terms and conditions contained in
and granted pursuant to that certain Incentive Stock Option Agreement adopted by
the Company (the "Incentive Stock Option  Agreement"),  a copy which is attached
to this Agreement as Exhibit B.

      Should Executive's  employment be terminated by the Company other than for
Cause  (pursuant  to  Section  2.03)  prior to the Term of this  Agreement,  all
options granted though the date of termination  will fully vest  immediately and
all annual  options  granted for each year or employment  through the end of the
severance period shall fully vest immediately upon the date of termination as if
the termination had not occurred.  Should  Executive be terminated for Cause, he
shall be  entitled  only to those  options,  which  vested  through  the date of
termination.

      3.06 Health and Welfare and Other  Benefits.  Commencing  on the  complete
execution of this Agreement Executive shall become entitled to medical,  dental,
life insurance,  worker's  compensation,  social  security,  short and long term
disability  and state  unemployment  insurance  benefits as  provided  under the
Company's then current insurance programs,  policies and procedures. The Company
shall  provide  directors'  and  officers'   liability  insurance  covering  the
Executive  and will  indemnify  and hold  harmless  Executive  (and provide cash
advances  for  expenses)  to  the  full  extent  provided  in  the  Articles  of
Incorporation  and  Bylaws  of the  Company.  If the  directors'  and  officers'
liability  insurance  coverage  levels  are  reduced  during  the  Term  of this
Agreement by the Company,  then Executive may seek additional coverage, on terms
no less favorable (in terms of coverage and amounts), for that reduction made by
the Company,  and the Company shall pay Executive  annually to reimburse him for
the cost of such  additional  coverage  during each year of this Agreement after
such reduction in coverage  becomes  effective.  For five (5) years  following a
Change of Control, the Company shall use its best efforts to continue to provide
directors' and officers' liability insurance covering Executive (with respect to
events  occurring  prior  to  termination  of his  employment)  on terms no less
favorable  (in terms of coverage  and amounts)  than those of such  insurance in
effect  immediately  prior to the  Change  of  Control.  Following  a Change  of
Control,  the Company will  indemnify and hold harmless  Executive  (and provide
cash  advances  for  expenses)  to the full extent  provided in the  Articles of
Incorporation  and Bylaws of the Company as in effect  immediately  prior to the
Change of Control.

      3.07  Professional  Dues,  Continuing  Education,  Tuition  Reimbursement,
Publications  and  Subscriptions.  Commencing on the complete  execution of this
Agreement,  Executive shall be entitled to reimbursement  from or payment by the
Company for


                                      -7-
<PAGE>

professional dues,  continuing  education courses,  class tuition,  professional
publications  and  subscriptions,  and  other  such  professional  services  and
materials  consistent  with the needs of Executive  to perform  this  Agreement,
including  but not  limited  to  maintaining  the  Executive's  "active  status"
licensure  as  a  Certified  Public   Accountant.   All  such  expenditures  for
reimbursement  or payment  shall be presented in advance of their  occurrence by
Executive  to the  Company for  approval in  accordance  with the  policies  and
procedures of the Company now or hereinafter in effect.

      3.08  Business  Expenses.  Commencing  on the  complete  execution of this
Agreement, the Company will reimburse Executive for reasonable business expenses
in performing  Executive's  duties  pursuant to this Agreement and promoting the
business of the Company,  including without limitation,  reasonable entertaining
expenses,  automobile  expenses,  and  travel and  lodging,  when  incurred,  in
accordance with the policies and procedures of the Company now or hereinafter in
effect.

      3.09 Miscellaneous Benefits.  Commencing on the complete execution of this
Agreement,  in addition to any other  compensation or benefits to be received by
Executive  pursuant to the terms of this Agreement,  Executive shall be entitled
to  participate  in any benefits which the Company may from time to time provide
to any or all of its executives.

      3.010   Working   Environment/Cooperation.   Commencing  on  the  complete
execution of this Agreement,  Executive  shall have reasonable  control over his
days and hours of work to provide  services  under the terms of this  Agreement.
The  Company and  Executive  will agree to the timing and amount of time off, in
conjunction  with the nature and timing of services to be  performed  under this
Agreement from time to time.  The Company shall furnish  Executive with adequate
resources to perform this Agreement such as appropriate office space,  supplies,
equipment (including but not limited to, computer, printer, telephone,  cellular
telephone,  etc.),  appropriate  staffing  in  departments  of which the Company
Executive  has direct  responsibilities,  and clerical and other  administrative
support.  The Company shall provide  Executive clear direction,  access to other
resources  (both  internal and  external to the  Company)  and other  support as
identified and required by Executive.

      Section 4. PAYMENTS UPON TERMINATION OF EMPLOYMENT

      4.01  Termination by the Company for Cause. In the event of termination of
Executive's  employment  by the Company  pursuant to Section  2.03,  the Company
shall pay to  Executive:  (i) the Base Salary  accrued  pursuant to Section 3.01
through and including the date of  termination  and (ii) any Paid Time Off (PTO)
earned but unused by Executive  pursuant to Section 3.03,  payable in accordance
with applicable  state and federal law, but in no event later than ten (10) days
from the date of  termination.  No other  compensation  shall be due or  payable
under  this  Agreement.  Nothing  in this  provision  shall  operate  to  divest
Executive of any vested benefits that he is otherwise  entitled to receive under
this Agreement, if any.


                                      -8-
<PAGE>

      4.02 Termination for Death or Disability.

           (a) Termination for Death. In the event of termination of Executive's
employment  pursuant to Section 2.04 due to his death,  the Company shall pay to
Executive's estate or legal  representative,  as the case may be, in a lump sum:
(i) the Base Salary  accrued  pursuant to Section 3.01 through and including the
date of  termination  (ii) a lump sum severance of six (6) months Base Salary at
the rate in effect on the date of Executive's  death and (iii) any Paid Time Off
(PTO)  earned but unused by  Executive  pursuant  to  Section  3.03,  payable in
accordance with applicable state and federal law, but in no event later than ten
(10)  days from the date of  termination.  All stock  options  issued  and to be
issued  pursuant to Section 3.05 of this Agreement  shall  immediately  vest. No
other  compensation shall be due or payable under this Agreement in the event of
a termination due to the Executive's death.

           (b)  Termination  for  Disability.  In the  event of  termination  of
Executive's  employment  pursuant  to Section  2.04 due to his  disability,  the
Company shall pay to Executive or his legal representative,  as the case may be,
in a lump sum: (i) the Base Salary accrued  pursuant to Section 3.01 through and
including  the date of  termination  (ii) a lump sum severance of six (6) months
Base Salary at the rate in effect on the date of the Executive's termination and
(iii) any Paid Time Off (PTO) earned but unused by Executive pursuant to Section
3.03,  payable in accordance  with  applicable  state and federal law, but in no
event later than ten (10) days from the date of  termination.  During the period
of Executive's  disability,  but prior to Executive's termination of employment,
Executive  shall be entitled to receive  his  compensation  as set forth in this
Agreement. All stock options issued and to be issued pursuant to Section 3.05 of
this Agreement shall  immediately  vest. No other  compensation  shall be due or
payable under this Agreement in the event of termination  due to the Executive's
disability.

      4.03 Termination by the Company Without Cause After a Change of Control or
by Executive for Good Reason.  In the event of the  termination  of  Executive's
employment by the Company  pursuant to Section 2.02 within two (2) years after a
change of Control or by Executive pursuant to Section 2.05, within ten (10) days
of termination,  the Company shall pay to Executive: (i) the Base Salary accrued
pursuant  to  Section  3.01 as of the date of  termination  plus (ii) a lump sum
severance  payment in an amount equal to the lesser of (a) all Base Salary which
the Company is obligated  to pay to  Executive  pursuant to Section 3.01 through
the Term or (b) one (1) year of Base Salary  which the Company is  obligated  to
pay to Executive  pursuant to Section  3.01 during the then current  fiscal year
and (iii) any Paid Time Off (PTO)  earned but unused by  Executive  pursuant  to
Section 3.03. All stock options issued and to be issued pursuant to Section 3.05
of this  Agreement  shall  immediately  vest.  Nothing in this  provision  shall
operate to divest Executive of any vested benefits that he is otherwise entitled
to receive under this Agreement, if any.

      4.04 Other  Termination  by the Company.  In the event of  termination  of
Executive's employment by the Company pursuant to Section 2.02 within twenty one
(21)  months  of

                                      -9-
<PAGE>

the effective  date of this Agreement  prior to a Change of Control,  within ten
(10) days of termination,  the Company shall pay Executive:  (i) the Base Salary
accrued  pursuant to Section 3.01 as of the date of termination plus (ii) a lump
sum  severance  payment in an amount equal to one (1) year of Base Salary at the
rate at which the Company is obligated to pay Executive pursuant to Section 3.01
during the then current fiscal year and (iii) any Paid Time Off (PTO) earned but
unused by Executive pursuant to Section 3.03. All stock options issued and to be
issued  pursuant  to Section  3.05 of this  Agreement  shall  immediately  vest.
Nothing  in this  provision  shall  operate  to divest  Executive  of any vested
benefits that he is otherwise entitled to receive under this Agreement, if any.

      In the event of  termination  of  Executive's  employment  by the  Company
pursuant to Section 2.02 after twenty one (21) months of the  effective  date of
this  agreement  prior to a Change of Control or more than two (2) years after a
Change of Control,  within ten (10) days of  termination,  the Company shall pay
Executive:  (i) the Base Salary accrued  pursuant to Section 3.01 as of the date
of termination plus (ii) a lump sum severance  payment in an amount equal to one
(1) year of Base  Salary at the rate at which the  Company is  obligated  to pay
Executive pursuant to Section 3.01 during the then current fiscal year and (iii)
any Paid Time Off (PTO) earned but unused by Executive pursuant to Section 3.03.
All stock  options  issued and to be issued  pursuant  to  Section  3.05 of this
Agreement  shall  immediately  vest.  Nothing in this provision shall operate to
divest Executive of any vested benefits that he is otherwise entitled to receive
under this Agreement, if any.

      4.05 Other  Termination by the Executive.  In the event of the termination
of Executive's employment by Executive pursuant to Section 2.02, within ten (10)
days of  termination,  the  Company  shall pay  Executive:  (i) the Base  Salary
accrued pursuant to Section 3.01 as of the date of termination and (ii) any Paid
Time Off (PTO) earned but unused by Executive pursuant to Section 3.03. No other
compensation shall be due or payable under this Agreement in the event of such a
termination.  Noting in this provision shall operate to divest  Executive of any
vested  benefits that he is otherwise  entitled to receive under this Agreement,
if any.

      4.06  Insurance  Benefits.  Employee is entitled to elect to continue  the
medical  and dental  insurance  as  described  in  Section  3.06 for a period of
eighteen (18) months following termination of employment. If Executive elects to
continue such coverage,  the Company shall reimburse  Executive for the premiums
paid by Executive  for such  insurance as such premiums are paid until such time
as the continued insurance terminates or Executive obtains replacement full-time
employment  and is  covered  by  such  new  employer's  group  medical,  dental,
disability and life insurance plan with benefits  substantially similar to those
provided  by  the  Company's   insurance  plan  and  without  any   pre-existing
conditions,  exclusions,  limitations or  restrictions,  whichever occurs first.
Such  reimbursement  shall be reduced  for an amount  equivalent  to the amounts
charged  Executive  for health and  welfare  coverage  immediately  prior to the
termination of employment.

      4.07 Other  Compensation.  Except as set forth in this Section 4, no other
compensation  shall be due or  payable  to  Executive  upon  termination  of his
employment.

                                      -10-
<PAGE>

      4.08 Stock Options.  Except as provided in Section 4.02, in the event of a
termination of Executive's employment, all stock options held by Executive shall
be treated in the manner described in the stock option  agreements  entered into
between the Company and  Executive.  Such  agreements  shall provide that all of
Employee's  previously  issued stock  options in the Company shall fully vest in
the event of the termination of Executive's  employment pursuant to Section 2.02
or within two (2) years after a Change of Control,  pursuant to Section  2.04 or
by Executive pursuant to Section 2.05.

      4.09  Right to  Decline  Payments.  Executive,  in his  sole and  absolute
discretion,  shall  have the right to decline  all or a portion of any  payments
under this Agreement.

      Section 5. PERSONAL NATURE

      This  Agreement  is  personal,  and is being  entered  into based upon the
singular skill, qualifications and experience of Executive.  Executive shall not
assign this  Agreement  or any rights  hereunder  without  the  express  written
consent of the Company which may be withheld with or without  reason.  Executive
hereby grants to the Company the right to use Executive's name,  likeness and/or
biography in connection with the services  performed by Executive  hereunder and
in  connection  with  the  services  performed  by  Executive  hereunder  and in
connection   with  the   advertising,   promotion  or   implementation   of  any
Company-related  project  with  respect  to which  Executive  performs  services
hereunder.

      Section 6. NOTICES

      Any and all notices or other communications  required or permitted by this
Agreement  or by law shall be deemed  duly  served  and  given  when  personally
delivered to the party to whom such notice or  communication  is directed or, in
lieu of such  personal  service,  when  deposited  in the  United  States  mail,
certified,  return receipt requested,  first class postage prepaid, addressed as
follows:

COMPANY:          Rentrak Corporation
                  Attn:  Rita Coe
                  7700 N.E. Ambassador Place
                  Portland, Oregon  97220

EXECUTIVE:        Mark L. Thoenes
                  21153 S.W. Arapaho Court
                  Tualatin, Oregon  97213

Each party may change its address for purposes of this Section by giving written
notice of such change in the manner provided for herein.

      Section 7. WARRANTIES

      7.01  Executive  warrants that he is under no agreement,  written or oral,
that  would bar  Executive  from  working  for the  Company  or prevent or limit
Executive from carrying out his duties for the Company.  Such warranty  includes
non-competition, confidentiality and non-disclosure agreements.

                                      -11-
<PAGE>

      7.02 No Confidential  Information.  Executive  understands that Company is
not employing  Executive in order to obtain any information that is the property
of any previous  employers or any other person or entity for whom  Executive has
performed services.  The Company specifically  instructs Executive not to use or
disclose any information that would constitute the property or a trade secret of
another person or entity. Executive agrees that she will not disclose or provide
any  information  to the  Company  which  the  Company  shall not be free to use
without restriction or which, if used by the Company, would cause the Company to
infringe  or violate  the rights of any person,  including  without  limitation,
Executive.

      Section 8. WAIVER AND RELEASE OF CLAIMS

      The Company and Executive agree that one of the purposes of this Agreement
is to ensure an amicable relationship between the parties. Therefore,  Executive
agrees that as a precondition to his entitlement to any severance  payment under
Section  4.03,  he shall  sign  and  deliver  a Waiver  and  Release  of  Claims
Agreement,  in a form to be submitted by the Company at the date of termination,
only to the extent that the Company  signs and  delivers a Waiver and Release of
Claims Agreement to the Executive,  in a form to be submitted by the Company and
agreeable to Executive, at the date of termination, prior to the delivery of the
Waiver and Release of Claims Agreement delivered by the Company to Executive for
signature  and  delivery to the  Company.  Among other  things,  such Waiver and
Release of Claims  Agreement,  signed and delivered by Executive to the Company,
shall fully and finally  waive and  release  any and all  claims,  demands,  and
causes of action that  Executive  might have against the Company,  the Company's
subsidiaries,   affiliates,  related  entities,  the  Company's  successors  and
predecessors,  past and then current directors,  officers, employees, agents and
representatives  as of the date the waiver and  release of claims is signed.  In
addition,  it shall provide that Executive  shall not disparage such persons and
entities in any manner, directly or indirectly,  at any time (except as required
by lawful subpoena or court order).  Correspondingly,  among other things,  such
Waiver and Release of Claims  Agreement  signed and  delivered by the Company to
Executive shall fully and finally waive and release any and all claims, demands,
and causes of action  that the Company  might have  against  the  Executive.  In
addition, it shall provide that the Company shall not disparage Executive in any
manner,  directly  or  indirectly,  at any time  (except as  required  by lawful
subpoena or court order).

      Section 9. RESTRICTIVE COVENANTS

      9.01 Non-Competition. During the term of Executive's employment under this
Agreement,  or earlier  termination  thereof pursuant to Section 2., and for six
(6) months  thereafter,  without the Company's written consent,  Executive shall
not own or have any interest directly in, or act as an officer, director, agent,
employee, or consultant of, or assist in any way or in any capacity, any person,
firm, association,  partnership,  corporation, or entity which is engaged in the
business of the following:

           (a) The wholesale distribution of home video cassettes, digital video
disks or related media; or

                                      -12-
<PAGE>

           (b) Any business  competitive  with the businesses then engaged in by
the Company,  within fifty (50) miles of any  geographic  area where the Company
has  engaged or planned to engage in any  business  activities  (a  "Competitive
Entity").

           The  restrictions  of  this  Section   prohibiting   ownership  in  a
Competitive  Entity  shall not apply to  Executive's  ownership of less than ten
percent (10%) of the publicly traded securities of any Competitive Entity.

           Due to the fact that the  Company  conducts  business  in a number of
jurisdictions  with a wide geographic scope, the parties agree that his covenant
not to  compete  shall  apply  anywhere  in the  United  States  or in any other
geographical  area in which the Company conducts its business,  plans to conduct
its business, or sells or distributes its products or services. Making a sale or
delivering  product in a  geographic  area  constitutes  doing  business for the
purposes of this Section.

      9.02 Delivery of Records. Upon termination of Executive's  employment with
the Company or at any other time upon the  Company's  request,  Executive  shall
deliver to the Company all books, records, lists, brochures,  documents,  files,
notes,  records,  plans and other property belonging to the Company or developed
in connection with the business of the Company.

      9.03  Confidentiality.  As used in this Agreement,  the term "Confidential
Information"  shall mean any  information of the Company  (including any parent,
subsidiary,   predecessor,   successor,  or  otherwise  affiliated  corporation,
partnership or other business enterprise,  hereinafter  collectively referred to
as the "Company"), whether or not in written form, which has not been previously
disclosed  to the public by the  Company and which (a) is either  designated  or
treated by the Company as confidential or proprietary or as a trade secret,  (b)
the Company is obligated to keep  confidential  because it has been  provided by
third parties, or (c) the Executive knows or should know is confidential.

      Consistent  with the  definition set forth above,  the term  "Confidential
Information" shall include, but is not limited to, the Company's: trade secrets;
proprietary information; inventions, discoveries, or improvements;  confidential
or proprietary methods of conducting or obtaining business, including methods of
marketing;  non-public  lists  of  actual  or  prospective  clients,  customers,
suppliers,   vendors  or   investors   provided  to  Executive  by  the  Company
(collectively  "Corporate  Contacts");  corporate  documents,  plans or manuals;
software and data; finances;  legal affairs; labor or other reports;  current or
future  business  opportunities;  current  or  future  products  or  technology;
formulae, processes,  machines, or compositions;  relationships with third party
companies;  business relationships with Corporate Contacts,  including,  but not
limited to, the volume of business  transacted,  prices, terms and nature of the
business relationship;  and other information marked,  designated and/or treated
by the Company as confidential.

      9.04 Nondisclosure of Confidential  Information.  Executive shall hold all
Confidential  Information in a fiduciary capacity and shall exercise the highest
degree of care in safeguarding  Confidential Information against loss, theft, or
other inadvertent  disclosure,  and shall take all steps reasonably necessary to
maintain  the  confidentiality   thereof.

                                      -13-

<PAGE>

Executive  shall not,  directly  or  indirectly,  either  during the term of his
employment  (except as required in the course of the performance of his duties),
or at any time after his employment is terminated for any reason:

           (a) Disclose or furnish to any person,  corporation  or other entity,
or  use  in  his  own  or in  any  other  person's  business,  any  Confidential
Information;

           (b)  Utilize  any  such   Confidential   Information  for  the  gain,
advantage, or profit of anyone other than the Company; or

           (c) Take  advantage of any  business  opportunity  which,  because of
Confidential  Information  obtained in Executive's  employment  capacity or as a
result  of his  employment,  Executive  knows  the  Company  may or is likely to
consider.

If  Executive  is served  with any  subpoena  or other  compulsory  judicial  or
administrative  process  calling for  production  of  Confidential  Information,
Executive will immediately notify the Company in order that the Company may take
such action as it deems necessary to protect its interests.

      9.05 Non-Solicitation/Non-Provision of Services. Unless Executive receives
the prior express written consent of the Company, Executive shall not during the
term of Executive's  employment and for six (6) months after  termination of his
employment,  solicit,  accept,  invite or provide  (or  attempt to do any of the
above),  either  directly or by assisting  others,  any work,  services,  goods,
employment or other  business from any Corporate  Contacts (as defined below) of
the Company if your  solicitation,  acceptance or provision of work is likely to
negatively  impact the  Business  Contact's  contractual  relationship  with the
Company,  or  solicit,  encourage  or entice any  Business  Contacts  to reduce,
discontinue,   terminate,   cancel  or  revoke  its   business  or   contractual
relationship  with the Company.  For purposes of this  Section  9.05,  Corporate
Contacts  shall  mean  Employer's  actual  or  prospective  clients,  customers,
suppliers, vendors or investors.

      9.06 Work for Hire.  Executive  agrees that all creative  work,  including
without limitation designs, drawings,  specifications,  techniques,  models, and
processes,  prepared or  originated  by Executive  during or within the scope of
employment,  whether or not subject to  protection  under  federal  copyright or
other law,  constitutes work made for hire, all rights to which are owned by the
Company;  and, in any event,  Executive hereby assigns to the Company all right,
title and interest,  whether by way of copyright, trade secret, or otherwise, in
all such work, whether or not subject to protection by copyright or other law.

      9.07 Remedies. Executive acknowledges that a breach of this Section 9 will
result in irreparable and continuing harm to the Company for which there will be
no adequate remedy at law.  Therefore,  in the event of a breach of this Section
9,  Executive  agrees that the Company  shall be  entitled to  temporary  and/or
permanent  injunctive  relief upon a showing that  Executive  has breached  this
agreement without proof of actual damage and without posting a bond,  therefore,
against the Executive and any of the Executive's

                                      -14-
<PAGE>

partners,  agents, employers or employees or any personas acting for or with the
Executive,  and/or an order of temporary  specific  performance  enforcing  this
agreement,  and any other temporary  and/or permanent  remedies  provided to the
Company by applicable law. Such temporary  and/or  permanent relief shall remain
in effect until the matter in dispute is resolved.

      9.08  Survival.  The  provisions  of  this  Section  9 shall  survive  the
termination  of the basic term of this  Agreement and shall inure to the benefit
of the Company, its successors and assigns.

      9.09  Scope.  The  parties  intend the scope and  effect of the  covenants
contained in this Agreement to be as broad as allowed by applicable  law. To the
extent that the language of the  covenants may be greater than  applicable  law,
the  portion  thereof  shall  be  ineffective,  but the  other  portions  of the
covenants  shall  remain in effect or shall be  reformed  to provide the fullest
protection  possible of the Company,  the  Company's  Confidential  Information,
Corporate Contacts, and existing business relationships.

      Section 10. ARBITRATION OF CLAIMS

           (a) To the extent allowed by law, the Company and Executive  mutually
consent to the binding  resolution by arbitration of all claims,  arising out of
or related to Executive's employment (or termination), that the Company may have
against Executive or that Executive may have against the Company  (including any
parent,  subsidiary,  or otherwise affiliated corporation,  partnership or other
business  enterprise  and  all of its or  their  officers,  directors,  assigns,
predecessors,  subsidiaries,  affiliates,  employers, employees' representatives
and agents,  herein collectively call "Associated  Persons"),  including but not
limited to, claims for wages or other compensation due; claims for breach of any
contract  or  covenant   (express  or   implied);   tort   claims;   claims  for
discrimination  (including,  but not limited to, race, sex,  religion,  national
origin, age, marital status,  sexual orientation,  medical condition,  handicap,
disability or any other category protected by law as all these terms are defined
under federal,  state, and local law, but excluding an administrative  charge of
discrimination);  claims  for  benefits  (except  where an  employee  benefit or
pension  plan  specifies  that  its  claims  procedure  shall  culminate  in  an
arbitration  procedure different from this one); claims for permanent injunctive
and/or equitable relief;  and/or claims for violation of any federal,  state, or
governmental law, statute,  regulation, or ordinance, except for claims excluded
in this section (Claims).

           The aggrieved party must give notice of any claim to the other party,
which shall  identify  and  describe  the nature of all claims  asserted and the
facts upon which such  claims are based.  The notice  shall be sent to the other
party by certified or registered mail, return receipt requested.

           Claims  the   Executive  may  have  for  workers'   compensation   or
unemployment   compensation   benefits  are  not  covered  by  this  arbitration
provision.  Also not  covered by this  arbitration  provision  are claims by the
Employer for damages,

                                      -15-
<PAGE>

injunctive and any other relief for the following:  unfair competition,  the use
and/or unauthorized disclosure of trade secrets or confidential information,  or
violation of Sections 9 and/or 10 of this Agreement, as to which the Company may
seek and  obtain  temporary  and  permanent  relief  from a court  of  competent
jurisdiction.

           (b) Discovery and Arbitration  Procedures.  The Company and Executive
agree  that any  arbitration  shall  be in  accordance  with  the  then  current
applicable  Arbitration  Procedures  of  the  American  Arbitration  Association
("AAA").  Any claim brought under this section shall be instituted and commenced
exclusively in Portland, Oregon.

           The  Arbitrator  shall  apply  the  substantive  law  (and the law of
remedies,  if  applicable)  of the State of Oregon or federal  law of the United
States  of  America,  or both,  as  applicable  to the  Claim(s)  asserted.  The
Arbitrator,  and not any federal,  state,  or local court or agency,  shall have
exclusive  authority  to resolve  any dispute  relating  to the  interpretation,
applicability,  enforceability  or information of this Agreement,  including but
not limited to any Claim that all or any of this  Agreement is void or voidable.
The arbitration shall be final and binding upon the parties,  except as provided
in this Agreement.

           Either   party  may  bring  an  action  in  any  court  of  competent
jurisdiction  to compel  arbitration  under this  Agreement  and to enforce  any
arbitration award.  Except as otherwise provided in this Agreement,  the Company
and  Executive  agree that neither  shall  initiate or prosecute  any lawsuit or
administrative action (other than the sole exception of an administrative charge
of discrimination) in any way related to any Claim covered by this Agreement.

           (c) Arbitrator Fees and Costs

           The Company and  Executive  shall  equally share the fees and cost of
the Arbitrator  unless the Arbitrator  determines  that a different  division is
necessary in order to enforce the provisions of this Section 10.

      Section 11. MISCELLANEOUS PROVISIONS

      11.01 Attorney's Fees; Disputes Concerning Termination.

           (a) Subject to Section  11.01 (b), in the event that it should become
necessary  for any  party to bring an  action,  either at law or in  equity,  to
enforce or interpret  the terms of this  Agreement,  each party shal pay its own
attorneys'  fees,  including  those  incurred in resolving  the dispute prior to
initiation of any litigation and at trial and on any appeal, provided,  however,
that in any action related to Section 7 and/or Section 9 of this Agreement,  the
non-prevailing  party shall be  responsible  for paying the  prevailing  party's
reasonable attorney's fees and costs.

                                      -16-
<PAGE>

           (b) If within fifteen (15) days after any notice of  termination  for
Good Reason is given by Executive pursuant to Section 2.05, the Company notifies
Executive  that a  dispute  exists  concerning  the  termination,  the  date  of
termination of this Agreement  shall be the date on which the dispute is finally
determined,  either by mutual  written  agreement  of the  parties or by a final
determination;  provided further that the date of termination  shall be extended
by a notice of dispute  from the  Company  only if such  notice is given in good
faith and the Company  pursues the  resolution  of such dispute with  reasonable
diligence. Following a Change of Control, the Company shall use its best efforts
to provide all  witnesses  and  evidence  reasonably  required by  Executive  to
present  Executive's case. If a purported  termination by the Company within two
years after a change of Control or by Executive  for Good Reason occurs and such
termination  is  disputed,  the Company  shall pay to Executive  all  reasonable
expenses  and legal fees  incurred by Executive  as a result of  termination  in
seeking to obtain or enforce  any right or benefit  provided  by this  Agreement
(whether or not Executive is successful in obtaining or enforcing  such right or
benefit).

           (c) If a purported  termination by the Company within two years after
a Change of Control or by Executive for Good Reason occurs and such  termination
is disputed, the Company shall do either of the following:

                (1) So long as  Executive  continues  to provide  services,  the
           Company  shall  continue to pay Executive  the full  compensation  in
           effect  when  the  notice  giving  rise  to  the  dispute  was  given
           (including,  but not  limited  to,  salary and  estimated  bonus) and
           continue Executive as a participant in all compensation,  benefit and
           insurance plans in which Executive was a participant  when the notice
           giving rise to the  dispute  was given,  until the dispute is finally
           resolved;  provided that the Executive's right to continue to provide
           such  services is solely within the  discretion  of the Company,  and
           nothing  herein  shall  prohibit the Company  from  terminating  such
           services.

                (2) If Executive is no longer  providing  services,  the Company
           shall pay Executive  fifty  percent (50%) of the amount  specified in
           Sections 4.03 and the Company will provide  Executive  with the other
           benefits  provided in Section 4.06, if, but only if, Executive agrees
           in  writing  that  if the  dispute  is  resolved  against  Executive,
           Executive will promptly  refund to the Company all payments specified
           in Section 4.03 that Executive receives under this paragraph (c) plus
           interest  at the rate  provided  in Section  1274(d) of the  Internal
           Revenue code of 1986, as amended (the "Code"),  compounded quarterly.
           If the dispute is  resolved  in  Executive's  favor,  promptly  after
           resolution  of the  dispute the Company  will pay  Executive  the sum
           which was withheld  during the period of the dispute plus interest at
           the  rate  provided  in  Section  1274(d)  of  the  Code,  compounded
           quarterly.

                                      -17-
<PAGE>

           Amounts paid under this paragraph (c) shall offset against and reduce
other  amounts  due under  this  Agreement.  If the  dispute  is  resolved  by a
determination  or  agreement  that  Executive  did not have  Good  Reason,  this
Agreement,  in  accordance  with  its  terms,  will  continue  to  apply  to the
circumstances  of  Executive's  employment  by the Company  and any  termination
thereof.

           (d) The existence of a dispute concerning termination shall not alter
Executive's  obligation  under  Section 8 to sign a full  waiver and  release of
claims as a pre-condition to severance payments under Section 4.03.

      11.02 Applicable Law and Venue. This Agreement is executed and intended to
be  performed  largely in the State of Oregon  and the laws of such State  shall
govern its  interpretation and effect. If suit is instituted by any party hereto
or by any other party for any cause or matter arising from or in connection with
the  respective  rights  or  obligations  of the  parties  hereunder,  the  sole
jurisdiction  and venue for such action shall be the Circuit  Court of the State
of Oregon in and for the County of Multnomah.  The parties  hereby waive any and
all of their rights to challenge such venue.

      11.03 Integration.  This Agreement constitutes the entire agreement of the
parties with respect to the subject  matter of this Agreement and supersedes and
replaces all prior agreements, negotiations, or understandings,  whether oral or
written, between the parties with respect thereto.

      11.04  Heirs  and  Assigns.  Subject  to  any  restriction  on  assignment
contained  herein,  this Agreement  shall be binding upon and shall inure to the
benefit of the respective party's heirs, successors and assigns.  Executive will
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation  or otherwise) to all or  subsequently  all of the business and/or
assets of the  Company,  by  agreement  in form and  substance  satisfactory  to
Executive,  to expressly  assume and agree to perform this Agreement in the same
manner and to the same extent  that the Company  would be required to perform it
if no such succession had taken place. This Agreement shall not be terminated by
the  Company's  voluntary  or  involuntary  dissolution  or  by  any  merger  or
consolidation  or transfer of assets,  the provisions of this Agreement shall be
binding on and inure to  the  benefit of the  surviving  business  entity or the
business entity to which such assets shall be transferred.

      11.05 Severability.  Any provision in this Agreement which is, by judicial
authority,  declared  illegal,  invalid or  unenforceable  in any  jurisdiction,
shall, as to such jurisdiction, be ineffective to the extent of such illegality,
invalidity,  or unenforceability  without  invalidating the remaining provisions
hereof or affecting the legality,  validity, or enforceability or such provision
in any other  jurisdiction.  The parties hereto agree to negotiate in good faith
to replace any illegal,  invalid or unenforceable  provision that, to the extent
possible,  will preserve the economic bargain of this Agreement, or otherwise to
amend this Agreement.

      11.06 Counterparts.  This Agreement may be executed in counterparts,  each
of which  shall be deemed  an  original,  and the  counterparts  shall  together
constitute one and the

                                      -18-

<PAGE>

same agreement, notwithstanding that all of the parties are not signatory to the
original or the same counterpart.

      11.07  Captions.  The headings and captions herein are inserted solely for
the purpose of convenience  of reference and are not intended to govern,  limit,
or aid in the construction of any term or provision hereof.

      11.08  Executions.  Each of the parties hereto shall execute,  acknowledge
and  deliver  any  instrument  necessary  to carry  out the  provisions  of this
Agreement.

      11.09 Construction.  This Agreement has been prepared by legal counsel for
the  Company.   Executive  has  been  advised  and  by  his   execution   hereof
acknowledges,  that he has the right to and should have this Agreement  reviewed
by his own separate legal counsel.  This Agreement has been  negotiated at arms'
length  with  the  benefit  of  or   opportunity  to  seek  legal  counsel  and,
accordingly, shall not be construed against any of the parties.

      11.10  Modification.   No  waiver,  amendment  or  modification  of  this
Agreement or any portion thereof,  including any future representations that are
inconsistent  with the terms  set  forth  herein  will be valid  unless  made in
writing and duly executed by each party hereto.

      11.11  Acknowledgment.  Executive  acknowledges  that  he  has  read  this
Agreement,  that he has had an opportunity to consult with an attorney regarding
the terms and  conditions  hereof,  that he fully  understands  the  meaning and
significance of such conditions, and that he accepts and signs this Agreement as
his own free act and in full  and  complete  understanding  of its  present  and
future legal effect.

      11.12 No Disparagement or Breach of Confidentiality and Noncompetition. In
the event that  Executive's  employment  terminates  under this Agreement in any
manner  whatsoever,  Executive  agrees that,  execept under  conpulsion of legal
process or at the Company's  request,  he will make no oral or written  comments
about  the  Company  or its  business  for a period  of one (1)  year  following
termination  of his  employment.  In the  event  that  Executive  breaches  this
provision of this Agreement,  or violates Section 9 of this Agreement,  then all
severance obligations which the Company may then have under this Agreement shall
immediately  cease and Executive  shall be owned  nothing  under this  Agreement
other than wages and benefits  earned  thorough the date of  termination  of his
employment.

                                      -19-
<PAGE>


      IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Agreement
effective as of the date first written above.



COMPANY:                                  EXECUTIVE:

Rentrak Corporation                       Mark L. Thoenes



By: /s/ F. Kim Cox                           By:  /s/ Mark L. Thoenes
    --------------------------------           ------------------------------
    F. Kim Cox, President

Date:   2/15/01                              Date:  2/15/01
       -----------------------------             ----------------------------


                                      -20-

Source: OneCLE Business Contracts.