EMPLOYMENT AGREEMENT


     This Employment Agreement is entered into effective as of November 1, 2002,
by and between Christopher E. Roberts ("Executive") and RENTRAK CORPORATION,  an
Oregon corporation (the "Corporation").

1.   SERVICES

     1.1 Employment  Position.  Corporation  agrees to employ  Executive as Vice
President,  Sales, and Executive  accepts such  employment,  under the terms and
conditions of this Agreement.

     1.2 Term. The term of this Agreement (the "Term")  commences on November 1,
2002, and will expire October 31, , 2005.  Notwithstanding the foregoing, in the
event of a Change in  Control  of  Corporation,  as defined in Section 7 of this
Agreement,  during the Term of this Agreement,  the Term will  automatically  be
extended to December 31 of the second  calendar year following the year in which
the Change in Control occurs.

     1.3 Duties.  During the Term, Executive will serve in an executive capacity
as Vice  President,  Sales.  Executive  will report  directly  to  Corporation's
President.  Executive will be responsible  for direction and  supervision of all
store sales  activities  on behalf of  Corporation  and such other or  different
duties  on  behalf  of  Corporation  as may be  assigned  from  time  to time by
Corporation's  President,  Chief Executive  Officer,  or Board of Directors (the
"Board"). Executive will do such traveling as may be required in the performance
of his duties under this Agreement.

     1.4  Outside  Activities.  During  his  employment  under  this  Agreement,
Executive  will devote his full business  time,  energies,  and attention to the
business and affairs of Corporation, and to the promotion and advancement of its
interests.  Executive will perform his services faithfully,  competently, and to
the best of his  abilities  and will not  engage  in  professional  or  personal
business  activities that may require an appreciable portion of Executive's time
or effort to the detriment of Corporation's business.

     1.5 Application of Corporate Policies.  Executive will, except as otherwise
provided in this Agreement,  be subject to Corporation's rules,  practices,  and
policies applicable generally to Corporation's  senior executive  employees,  as
such rules,  practices,  and  policies  may be revised  from time to time by the
Board.

2.   COMPENSATION AND EXPENSES

     2.1 Base  Salary.  As  compensation  for  services  under  this  Agreement,
Corporation will pay to Executive a base salary of $170,000 per year, payable in
a  manner  consistent  with  Corporation's   payroll  practices  for  management
employees, as such practices may be revised from time to time. Annually,  during
the Term,  Corporation's  Compensation  Committee (the  "Committee") will review
Executive's  performance,  the  performance of  Corporation,  and  Corporation's
economic prospects for the coming year, and will consider in its sole discretion
whether to increase (but not decrease) the base salary payable to Executive.


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     2.2 Bonus Compensation.

         2.2.1 General. Executive will participate,  together with Corporation's
     other senior  executives,  in Corporation's  Annual Incentive  Compensation
     Plan under which Executive will be assigned predetermined  incentive target
     levels and performance  criteria and factors  established in the discretion
     of  the  Committee  and  will  have  the   opportunity   to  receive  bonus
     compensation based on such criteria.

         2.2.2 Fiscal  2003-2004.  For the fiscal year ending March 31, 2004, in
     lieu of participation in the Annual Incentive  Compensation  Plan described
     above,  Corporation  and  Executive  will  enter  into a  separate  program
     providing Executive an opportunity to earn a commission bonus in accordance
     with the terms and  conditions  set forth on Appendix  2.2.2,  based on the
     extent to which  Corporation  achieves or exceeds  specified  revenue goals
     during the fiscal year ending March 31, 2004.

     2.3 Stock Options. Executive will participate,  together with Corporation's
other senior executives,  in Corporation's  1997 Equity  Participation Plan (the
"Plan").  Executive will be granted options to purchase shares of  Corporation's
common  stock and/or other awards under the Plan at the times and in the amounts
determined by the  Committee.  All options will be subject to the  provisions of
the Plan.

     2.4 Additional  Employee Benefits Executive will receive an annual grant of
208  hours of  credit  (or such  higher  number  of  hours  as are  credited  to
Corporation's  other senior  executives) under  Corporation's  Personal Time Off
(PTO)  program.  Personal time off and vacation may be taken in accordance  with
Corporation's rules, practices,  and policies applicable to Corporation's senior
executive employees, as such rules, practices,  and policies may be revised from
time to time by the Board or the Committee.  During the Term,  Executive will be
entitled to any other employee  benefits approved by the Board or the Committee,
or available to officers and other management employees generally, including any
life and medical insurance plans, 401(k) and other similar plans, and health and
welfare plans,  each whether now existing or hereafter  approved by the Board or
the Committee ("Benefit Plans").  The foregoing will not be construed to require
Corporation to establish any such plans or to prevent Corporation from modifying
or terminating any such Benefit Plans.

     2.5   Expenses.   Subject  to  review  and  approval  by  the  chairman  of
Corporation's   audit  committee,   Corporation  will  reimburse  Executive  for
reasonable  expenses  actually  incurred by  Executive  in  connection  with the
business   of   Corporation.   Executive   will  submit  to   Corporation   such
substantiation for such expenses as may be reasonably required by Corporation.

3.   CONFIDENTIAL INFORMATION

     3.1 Definition.  "Confidential  Information"  is all nonpublic  information
relating to  Corporation  or its business that is disclosed to  Executive,  that
Executive  produces,  or that Executive  otherwise  obtains  during  employment.
Confidential  Information also includes  information received from third parties
that Corporation has agreed to treat as  confidential.  Examples of Confidential
Information  include,  without  limitation,  marketing plans,  customer lists or
other customer information,  product design and manufacturing  information,  and
financial

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information.  Confidential Information does not include any information that (i)
is within the public domain other than as a result of disclosure by Executive in
violation of this  Agreement,  (ii) was, on or before the date of  disclosure to
Executive,  already  known by  Executive,  or (iii)  Executive  is  required  to
disclose  in  any  governmental,  administrative,  judicial,  or  quasi-judicial
proceeding, but only to the extent that Executive is so required to disclose and
provided that Executive takes reasonable steps to request confidential treatment
of such information in such proceeding.

     3.2 Access to Information. Executive acknowledges that in the course of his
employment  he  will  have  access  to  Confidential   Information,   that  such
information  is a valuable  asset of  Corporation,  and that its  disclosure  or
unauthorized use will cause Corporation substantial harm.

     3.3 Ownership.  Executive  acknowledges  that all Confidential  Information
will continue to be the exclusive  property of  Corporation  (or the third party
that disclosed it to  Corporation),  whether or not prepared in whole or in part
by  Executive  and whether or not  disclosed  to  Executive  or entrusted to his
custody in connection with his employment by Corporation.

     3.4 Nondisclosure and Nonuse. Unless authorized or instructed in advance in
writing by  Corporation,  or required by law (as  determined  by licensed  legal
counsel),  Executive will not, except as required in the course of Corporation's
business,  during  or  after  his  employment,  disclose  to  others  or use any
Confidential  Information,  unless and until,  and then only to the extent that,
such items become available to the public through no fault of Executive.

     3.5 Return of Confidential Information.  Upon request by Corporation during
or after his  employment,  and without  request upon  termination  of employment
pursuant to this  Agreement,  Executive will deliver  immediately to Corporation
all  written,   stored,   saved,  or  otherwise  tangible  materials  containing
Confidential Information without retaining any excerpts or copies.

     3.6  Duration.  The  obligations  set forth in this Section 3 will continue
beyond the term of  employment  of Executive by  Corporation  and for so long as
Executive possesses Confidential Information.

     3.7 Effect of Prior Agreement.  Executive  acknowledges that the provisions
of this Section 3 are in addition to and do not supersede the provisions of that
Employee  Confidentiality  Agreement (the "Prior Agreement") between Corporation
and  Executive  dated  effective  June 17,  1992,  and that the Prior  Agreement
remains in full force and effect.

4.   NONCOMPETITION

     4.1  Competitive  Entity.  For purposes of this  Agreement,  a  Competitive
Entity  is  any  firm,  corporation,  partnership,  limited  liability  company,
business  trust,  or other entity that is engaged in all or any of the following
business activities:

               (a) The wholesale  and/or revenue sharing  physical or electronic
          distribution of home  entertainment  software in any media,  including
          without

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           limitation  video  cassettes,  DVDs, video games, and PC software
          ("Entertainment Software");

               (b) The  fulfillment,  warehouse,  or  distributing  business  in
          connection with the Entertainment Software industry;

               (c) The collection,  aggregation,  tracking, and dissemination of
          market  information  and data  (such as sales,  marketing,  inventory,
          occurrence,  expenditure,  and  advertising  data) related to consumer
          activity  in various  industries  including,  but not  limited to, the
          entertainment industry;

               (d)  The  delivery  of   technological   intelligence,   industry
          analysis, and strategic and tactical guidance with respect to consumer
          activity  in  various  industries  including,  but not  limited to the
          entertainment industry; or

               (e)  Any  business  directly  competitive  with a  business  then
          engaged in by  Corporation or identified in  Corporation's  three-year
          business plan.

     4.2  Covenant.  During the Term and for a period  ending on the last day of
the applicable  Noncompete Period described in Section 5.7,  Executive will not,
within any geographical area where Corporation engages in business:

               (a)  Directly  or  indirectly,  alone  or  with  any  individual,
          partnership,  limited liability company, corporation, or other entity,
          become  associated  with,  render  services to, invest in,  represent,
          advise, or otherwise participate in any Competitive Entity;  provided,
          however,  that  nothing  contained  in this  Section 4.2 will  prevent
          Executive  from  owning  less than 5 percent of any class of equity or
          debt securities  listed on a national  securities  exchange or market,
          provided such involvement is solely as a passive investor;

               (b) Solicit any business on behalf of a  Competitive  Entity from
          any individual,  firm, partnership,  corporation, or other entity that
          is  a  customer  of  Corporation  during  the  12  months  immediately
          preceding  the  date   Executive's   employment  with  Corporation  is
          terminated; or

               (c) Employ or otherwise  engage, or offer to employ for Executive
          or  any  other  person,  entity,  or  corporation,   the  services  or
          employment   of  any   person   who  has  been  an   employee,   sales
          representative, or agent of Corporation during the 12 months preceding
          the date Executive's employment with Corporation is terminated.

For purposes of this Section 4, "Corporation" means Corporation and its
subsidiaries (whether now existing or subsequently created) and their successors
and assigns.

     4.3 Severability;  Reform of Covenant.  If, in any judicial  proceeding,  a
court  refuses to enforce  this  covenant  not to compete  because it covers too
extensive  a  geographic  area,  is too long in its  duration,  or for any other
reason,  the  parties  intend that it be  reformed  and  enforced to the maximum
extent permitted under applicable law.


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<PAGE>

5.   TERMINATION

     Executive's employment under this Agreement will terminate prior to the end
of the Term as follows:

     5.1 Death.  Executive's  employment will terminate  automatically  upon the
date of Executive's death.

     5.2  Disability.   Company  may,  at  its  option,   terminate  Executive's
employment  under this  Agreement upon written notice to Executive if Executive,
because of physical or mental  incapacity  or  disability,  fails to perform the
essential functions of his position, with reasonable accommodation,  required of
him under this  Agreement  for a  continuous  period of 120 days or any 180 days
within any 12-month period.

     5.3  Termination  by  Corporation  for  Cause.  Corporation  may  terminate
Executive's  employment under this Agreement for Cause at any time. For purposes
of this  Agreement,  "Cause" means:  (a) a material  breach of this Agreement by
Executive;  (b) Executive's  refusal,  failure,  or inability to comply with the
general  policies or  standards of  Corporation  or to perform any job duties of
Executive;  (c) any act of  fraud by  Executive,  (d) any act of  dishonesty  by
Executive involving Corporation or its business;  (e) Executive's  conviction of
or a plea of nolo  contendere to a felony;  or (f) the  commission of any act in
direct  or  indirect  competition  with or  materially  detrimental  to the best
interests of Corporation  that is in breach of Executive's  fiduciary  duties to
Corporation;  provided that Cause will not include any actions or  circumstances
constituting  Cause under (a) or (b) above if  Executive  cures such  actions or
circumstances  within 30 days of  receipt  of written  notice  from  Corporation
setting forth the actions or circumstances constituting Cause.

     5.4  Termination by Executive for Good Reason.  Executive may terminate his
employment  with   Corporation   under  this  Agreement  for  "Good  Reason"  if
Corporation has not cured the actions or  circumstances  which are the basis for
such termination within 30 days following receipt by the Board of written notice
from  Executive  setting forth the actions or  circumstances  constituting  Good
Reason. For purposes of this Agreement, "Good Reason" means:

               (a)  Failure  of  Corporation  to  comply  with the terms of this
          Agreement; or

               (b) The occurrence (without  Executive's express written consent)
          of any of the following acts by Corporation or failures by Corporation
          to act:

               (i) A substantial  adverse  alteration in the nature or status of
          Executive's title, position,  duties, or reporting responsibilities as
          an executive of Corporation;

               (ii) A reduction in Executive's  base salary as set forth in this
          Agreement or as the base salary may be increased from time to time;


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               (iii) The failure by Corporation to continue to provide Executive
          with benefits and  participation  in Benefit  Plans made  available by
          Corporation to its senior executives; or

               (iv) The relocation of Corporation's  executive  offices at which
          Executive is to provide services to a location more than 35 miles from
          its current location on N.E. Ambassador Place in Portland, Oregon.

     5.5  Termination by Corporation  Without Cause.  Corporation  may terminate
Executive's  employment  with  Corporation  without Cause at any time by written
notice to Executive.

     5.6 Termination by Executive  Without Good Reason.  Executive may terminate
Executive's  employment with Corporation  other than for Good Reason at any time
by written notice to the Secretary of the Corporation.

     5.7  Applicable  Noncompete  Periods  upon  Termination.  The  duration  of
Executive's  obligations  under Section 4 (the  "Noncompete  Period") will be as
follows:

         5.7.1 In the event Executive terminates his employment with Corporation
     for Good Reason under  Section 5.4 or  Corporation  terminates  Executive's
     employment with Corporation without Cause under Section 5.5, the Noncompete
     Period  will  continue  so long as  Executive  receives  Monthly  Severance
     Payments under Section 6.2.  Executive's  obligations  under this Agreement
     will terminate immediately if Corporation fails to make a Monthly Severance
     Payment  within 15 days after it is due.  For this  purpose,  a check for a
     Monthly Severance Payment mailed within such 15-day period (as evidenced by
     official postmark) will be deemed to be made within such 15-day period.

         5.7.2 Subject to optional  extension by Corporation as provided  below,
     in the event  Executive  terminates his employment with  Corporation  other
     than for Good Reason  under  Section  5.6 or  Executive's  employment  with
     Corporation  terminates  due to the  expiration of the Term, the Noncompete
     Period will be through the date of termination. Corporation may in its sole
     discretion  extend the Noncompete  Period for a period not to extend beyond
     24 months from the date the  Noncompete  Period would  otherwise  expire by
     agreeing  to make  Monthly  Severance  Payments  to  Executive  during  the
     extended  Noncompete Period. To extend the Noncompete  Period,  Corporation
     must give Executive written notice (an "Extension Notice") no later than 60
     days following the date of termination, stating the elected duration of the
     extended  Noncompete Period. The Extension Notice will constitute a binding
     commitment by Corporation to make Monthly  Severance  Payments for the full
     duration of the extended  Noncompete Period and no further extension of the
     Noncompete  Period will be permitted.  Executive's  obligations  under this
     Agreement will terminate immediately if Corporation fails to make a Monthly
     Severance Payment within 15 days after it is due.

         5.7.3 In the event Corporation  terminates  Executive's  employment for
     Cause, the Noncompete Period will be through the date of termination.

6.   COMPENSATION UPON TERMINATION

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     6.1  Death,  Disability,   or  Expiration  of  Term.  Upon  termination  of
Executive's  employment  pursuant  to Section  5.1,  Section  5.2, or due to the
Expiration of the Term, all obligations of Corporation under this Agreement will
cease, except that Executive will be entitled to:

               (a)  Accrued  base  salary   through  the  date  of   Executive's
          termination of employment;

               (b) A prorated portion of the bonus described in Section 2.2 (not
          less than a pro rata  portion of the minimum  bonus  described in that
          Section);

               (c) Other  benefits  under Benefit  Plans to which  Executive was
          entitled upon such  termination  of employment in accordance  with the
          terms of such Benefit Plans.

     6.2 Salary Continuation Payments Upon Death or Disability. Upon termination
of Executive's employment pursuant to Section 5.1 or Section 5.2, Executive will
be entitled to the amounts  described in Section 6.1,  plus salary  continuation
payments  equal to six months  multiplied by the base salary per month in effect
as of the date of  termination,  payable  in equal  monthly  installments.  Such
salary  continuation  payments  will be  payable  in a  manner  consistent  with
Corporation's payroll practices for management employees.

     6.3   Termination   Without   Cause  or  by  Executive   for  Good  Reason.


         6.3.1 Monthly Severance Payments.

               (a) In the event that no Change in Control (as defined in Section
          6) has occurred and,  prior to the  expiration of the Term,  Executive
          terminates  his  employment  with  Corporation  for Good Reason  under
          Section 5.4 or  Corporation  terminates  Executive's  employment  with
          Corporation  without  Cause  under  Section  5.5,  Executive  will  be
          entitled to the  amounts  described  in Section  6.1,  plus  severance
          payments  equal to twelve  months  multiplied  by the base  salary per
          month  in  effect  as of the  date of  termination,  payable  in equal
          monthly   installments   (each   installment,   a  "Monthly  Severance
          Payment").

               (b) Corporation's  obligations to pay Monthly Severance  Payments
          under this Section 6.3.1 are expressly  conditioned on (i) Executive's
          execution  of a release  (in the form  attached to this  Agreement  as
          Appendix 6.3.1(b), with such modifications specifically in response to
          changes in applicable law as counsel for Corporation  determines to be
          reasonably  necessary or desirable to ensure effective  release of all
          claims) of any and all claims that Executive may hold through the date
          such  release  is  executed   against   Corporation   or  any  of  its
          subsidiaries or affiliates,  and (ii) the expiration of any applicable
          revocation period specified in such release without  revocation of the
          release by Executive.

               (c)  Monthly  Severance  Payments  will be  payable  in a  manner
          consistent  with   Corporation's   payroll  practices  for  management
          employees.


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<PAGE>


               (d)  Executive  will not be  required  to  mitigate  the  Monthly
          Severance  Payments  pursuant  to  this  Agreement  by  seeking  other
          employment;  provided however,  that amounts payable by Corporation as
          Monthly  Severance  Payments will be reduced by compensation  actually
          received by Executive from a new employer during the severance  period
          described above.

         6.3.2  Medical and Dental  Insurance  Benefits.  In addition to Monthly
     Severance Payments, Corporation will continue to provide or will arrange to
     provide Executive with medical and dental insurance benefits  substantially
     similar  to  those  to  which  Executive  was  entitled  as of the  date of
     termination  until  Corporation's  obligation  to  make  Monthly  Severance
     Payments  expires;  provided,  however,  that if Executive is employed with
     another  employer and is eligible to receive  medical and dental  insurance
     benefits under another  employer-provided plan, Corporation's obligation to
     provide the medical and dental  benefits  described in this  paragraph will
     terminate automatically.

         6.3.3 Effect of Competition.  Corporation's  obligation to make Monthly
     Severance  Payments and provide  medical and dental  insurance  benefits to
     Executive will terminate if Executive  breaches a material provision of the
     noncompetition provisions of the Prior Agreement described in Section 4.

         6.4 Termination For Cause or by Executive  Without Good Reason.  In the
     event that,  prior to the  expiration of the Term,  Corporation  terminates
     Executive's  employment  with  Corporation  for Cause under Section 5.3, or
     Executive  terminates his employment  with  Corporation for other than Good
     Reason under Section 5.6,  Corporation's  obligations  under this Agreement
     will  cease and  Executive  will be  entitled  to that  portion of his base
     salary and employment  benefits for which he is qualified as of the date of
     termination and Executive will not be entitled to any other compensation or
     consideration.

7.   EFFECT OF CHANGE IN CONTROL

     7.1 Definitions.

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

               (a) Any "person" (as that term is defined in Section  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  Corporation,  is or
          becomes  a  beneficial   owner  (within  the  meaning  of  Rule  13d-3
          promulgated  under the  Exchange  Act),  directly  or  indirectly,  of
          securities  of  Corporation  representing  30  percent  or more of the
          combined voting power of Corporation's then outstanding securities;

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


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<PAGE>


               (c)  The   shareholders  of  Corporation   approve  a  merger  or
          consolidation of Corporation with any other corporation,  other than a
          merger or consolidation which would result in the voting securities of
          Corporation   outstanding   immediately   prior  to  such  transaction
          continuing to represent  (either by remaining  outstanding or by being
          converted into voting  securities of the surviving entity) at least 51
          percent  of the  combined  voting  power of the voting  securities  of
          Corporation or of such surviving entity outstanding  immediately after
          such  merger or  consolidation,  or the  shareholders  of  Corporation
          approve a plan of complete  liquidation of Corporation or an agreement
          for the sale or disposition by Corporation of all or substantially all
          of its assets.

         "Other  Payment"  means any payment or benefit  payable to Executive in
     connection  with a Change in Control of  Corporation  pursuant to any plan,
     arrangement,  or agreement (other than this Agreement) with Corporation,  a
     person  whose  actions  result in such  Change in  Control,  or any  person
     affiliated with Corporation or such person.

         "Total Payments" means all payments or benefits payable to Executive in
     connection with a Change in Control,  including  Change in Control Payments
     pursuant to this  Agreement  and any Other  Payments  pursuant to any other
     plan,  agreement,  or arrangement with Corporation,  a person whose actions
     result in the Change in Control,  or any person affiliated with Corporation
     or such person.

     7.2  Compensation   Upon   Termination   Following  a  Change  in  Control.


         7.2.1  Change  in  Control  Payments.  In the  event  of  Corporation's
     termination  of Executive  without  Cause,  or  Executive's  termination of
     employment with Corporation for Good Reason, at any time following a Change
     in Control  during the Term of this  Agreement  (as  extended  pursuant  to
     Section 1.2),  Executive  will be entitled to the  following  payments (the
     "Change in Control Payments"):

               (a) A lump sum severance  payment equal to the sum of Executive's
          annual  base  salary as in effect  immediately  before  the  Change in
          Control plus Executive's bonus compensation for the most recent fiscal
          year ended prior to the Change in Control;

               (b)  Continuation  for  a  period  of  one  year  following  such
          termination of Executive's participation in all Benefit Plans in which
          Executive was entitled to participate immediately before the Change in
          Control,  provided that such continued participation is possible under
          the general terms and provisions of such Benefit  Plans.  In the event
          Executive's  continued  participation in any Benefit Plan is barred by
          the  provisions  of the  Benefit  Plan,  Corporation  will  arrange to
          provide Executive with benefits  substantially  similar to those which
          Executive was entitled to receive under the Benefit Plan.

         7.2.2  Reduction.  In the event that any portion of the Total  Payments
     payable to Executive in connection  with a Change in Control of Corporation
     would  constitute an "excess  parachute  payment" within the meaning of IRC
     ss. 280G(b) that is subject to the

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     excise tax imposed on so-called excess parachute  payments  pursuant to
     IRC ss.4999 (an "Excise  Tax"),  the Change in Control  Payments  otherwise
     payable  under this Section  7.2.1 will be reduced to avoid such Excise Tax
     if,  and to the  extent  that,  such  reduction  will  result  in a  larger
     after-tax benefit to Executive, taking into account all applicable federal,
     state, and local income and excise taxes.

         7.2.3 Application. For purposes of this Section 7.2:


               (a) No portion of the Total  Payments,  the receipts or enjoyment
          of which Executive has effectively waived in writing prior to the date
          of  payment  of any  Change in  Control  Payments,  will be taken into
          account;

               (b) No portion of the Total  Payments  will be taken into account
          which,  in the opinion of tax  counsel  selected  by  Corporation  and
          reasonably   acceptable  to  Executive  ("Tax   Counsel"),   does  not
          constitute a "parachute payment" within the meaning of IRC ss. 280G;

               (c) If Executive and Corporation  disagree whether any payment of
          Change in Control  Payments  will result in an Excise Tax or whether a
          reduction  in any Change in Control  Payments  will result in a larger
          after-tax  benefit  to  Executive,  the  matter  will be  conclusively
          resolved by an opinion of Tax Counsel;

               (d)  Executive  agrees to provide Tax Counsel with all  financial
          information  necessary  to determine  the  after-tax  consequences  of
          payments of Change in Control  Payments  for  purposes of  determining
          whether,  or to what  extent,  Change in  Control  Payments  are to be
          reduced pursuant to Section 7.2.2; and

               (e) The value of any noncash  benefit or any deferred  payment or
          benefit  included in the Total  Payments,  and whether or not all or a
          portion  of any  payment  or  benefit  is a  "parachute  payment"  for
          purposes of this  Section 7.2,  will be  determined  by  Corporation's
          independent  accountants in accordance  with the principles of IRC ss.
          280(G)(d)(3) and (4).

         7.2.4  Effect  on  Other  Agreements.  In  the  event  that  any  other
     agreement,  plan, or  arrangement  providing for Other  Payments (an "Other
     Agreement")  has a provision that requires a reduction in the Other Payment
     governed by such Other Agreement to avoid or eliminate an "excess parachute
     payment" for purposes of IRC ss. 280G,  the  reduction in Change in Control
     Payments  pursuant  to  Section  7.2.2  will be  given  effect  before  any
     reduction  in the Other  Payment  pursuant to the Other  Agreement.  To the
     extent  possible,  Corporation  and  Executive  agree  that  reductions  in
     benefits under any plan,  program,  or  arrangement of Corporation  will be
     reduced  (only to the extent  described in Section  7.2.2) in the following
     order of priority:

               (a) Change in Control Payments under this Agreement;

               (b)  Benefit  Plan  benefit  continuation   pursuant  to  Section
          7.2.1(b); and


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<PAGE>


               (c) The acceleration in the exercisability of any stock option or
          other stock related award granted by Corporation.

8. REMEDIES

     The respective  rights and duties of Corporation  and Executive  under this
Agreement  are in  addition  to,  and not in lieu of,  those  rights  and duties
afforded to and imposed  upon them by law or at equity.  Executive  acknowledges
that any breach or threatened  breach of Sections 3 or 4 of this  Agreement will
cause  irreparable  harm to  Corporation  and that any  remedy  at law  would be
inadequate to protect the legitimate interests of Corporation.  Executive agrees
that Corporation will be entitled to specific performance,  or to any other form
of  injunctive  relief to  enforce  its  rights  under  Sections  3 or 4 of this
Agreement  without the necessity of showing actual damage or irreparable harm or
the posting of any bond or other security.  Such remedies will be in addition to
any other remedy available to Corporation at law or in equity.

9.       SEVERABILITY OF PROVISIONS

     The  provisions of this  Agreement are  severable,  and if any provision of
this  Agreement is held  invalid,  unenforceable,  or  unreasonable,  it will be
enforced to the maximum extent permissible,  and the remaining provisions of the
Agreement will continue in full force and effect.

10.      NONWAIVER

     Failure of Corporation at any time to require  performance of any provision
of this  Agreement  will not limit  the  right of  Corporation  to  enforce  the
provision.  No provision of this  Agreement or breach of this  Agreement  may be
waived by either party except in writing  signed by that party.  A waiver of any
breach of a provision of this Agreement will be construed  narrowly and will not
be deemed to be a waiver of any succeeding  breach of that provision or a waiver
of that provision itself or of any other provision. 11. NOTICES

11.       NOTICES

     All notices  required or permitted  under this Agreement must be in writing
and will be  deemed  to have  been  given if  delivered  by hand,  or  mailed by
first-class,  certified mail, return receipt requested,  postage prepaid, to the
respective  parties  as  follows  (or to such  other  address  as any  party may
indicate  by a  notice  delivered  to  the  other  parties  hereto):  (i)  if to
Executive,  to his residence as listed in Corporation's  records, and (ii) if to
Corporation, to the address of the principal office of Corporation, at:

         One Airport Center
         7700 N.E. Ambassador Place
         Portland, Oregon  97220

12.      ATTORNEY FEES

     In the event of any suit or action or arbitration  proceeding to enforce or
interpret any provision of this Agreement (or which is based on this Agreement),
the  prevailing  party will be entitled to recover,  in addition to other costs,
the reasonable attorney fees incurred by the


                                       11
<PAGE>

prevailing party in connection with such suit,  action,  or arbitration,  and in
any appeal  therefrom.  The determination of who is the prevailing party and the
amount of reasonable  attorney fees to be paid to the  prevailing  party will be
decided by the arbitrator or arbitrators (with respect to attorney fees incurred
prior to and during  the  arbitration  proceedings)  and by the court or courts,
including any appellate courts, in which the matter is tried, heard, or decided,
including  the court which hears any  exceptions  made to an  arbitration  award
submitted to it for  confirmation  as a judgment  (with respect to attorney fees
incurred in such confirmation proceedings).

13.      GOVERNING LAW

     This Agreement  will be construed in accordance  with the laws of the state
of Oregon,  without  regard to any  conflicts of laws rules.  Any suit or action
arising  out of or in  connection  with this  Agreement,  or any  breach of this
Agreement,  must be brought and maintained in the Circuit Courts of the State of
Oregon.  The parties hereby irrevocably submit to the jurisdiction of such court
for the  purpose  of such suit or action and hereby  expressly  and  irrevocably
waive,  to the fullest extent  permitted by law, any claim that any such suit or
action has been brought in an inconvenient forum.

14.      GENERAL TERMS AND CONDITIONS

     This Agreement constitutes the entire understanding of the parties relating
to the employment of Executive by  Corporation,  and supersedes and replaces all
written  and oral  agreements  heretofore  made or  existing  by and between the
parties relating thereto. Executive acknowledges that he has read and understood
all of the  provisions of this  Agreement,  that the  restrictions  contained in
Sections  4 and 5.7 of this  Agreement  are  reasonable  and  necessary  for the
protection  of  Corporation's  business  and that  Executive  entered  into this
contract  in  connection  with  a  bona  fide   advancement  of  Executive  with
Corporation in that Executive was granted a long-term employment contract.  This
Agreement will inure to the benefit of any successors or assigns of Corporation.
All captions  used in this  Agreement  are intended  solely for  convenience  of
reference and will in no way limit any of the provisions of this Agreement.

     The parties have executed this  Employment  Agreement as of the date stated
above.


                                         RENTRAK CORPORATION



/s/ Christopher E. Roberts               By: /s/ F. Kim Cox
    Christopher E. Roberts               Title:   President



                                       12
<PAGE>



                                 APPENDIX 2.2.2

                            COMMISSION BONUS PROGRAM
                        Fiscal Year Ending March 31, 2004

     1. Terminology. Capitalized terms not otherwise defined in this Appendix or
the Agreement have the meanings set forth in paragraph 6.

     2. Quarterly Bonuses. On or before each of July 31, 2003, October 30, 2003,
and January  31,  2004,  subject to the  overall  limitations  of  paragraph  4,
Corporation  will pay Executive a Quarterly Bonus equal to the sum of (a) $2,500
and (b) 0.001% of the Excess Quarterly Revenues for the preceding fiscal quarter
(ending June 30, September 30, and December 31, 2003 respectively).

     3.  Annual  Bonus.  On or before  June 30,  2004,  subject  to the  overall
limitations of paragraph 4, Corporation will pay Executive an Annual Bonus equal
to the excess (if any) over the aggregate  amounts  previously paid as Quarterly
Bonuses pursuant to paragraph 2 of the sum of (a) $10,000 plus (b) 0.003% of the
Excess Annual Revenues for the fiscal year ending March 31, 2004.

     4. Overall Limitation.  In no event will the aggregate of Quarterly Bonuses
and Annual  Bonus  payable to  Executive  for the Plan Year exceed  $50,000.  If
Qualified  Revenues  exceed  $*  million  for  the  Plan  Year,   Corporation's
Compensation  Committee  may,  in its sole  discretion,  consider  payment of an
additional bonus.

     5. Subsequent  Fiscal Years. As provided in Section 2.2.1 of  Participant's
Employment  Agreement,  for periods following  Corporation's  fiscal year ending
March 31, 2004,  Participant will participate in Corporation's  Annual Incentive
Compensation Plan.

     6. Definitions. For purposes of this program:

         "Annual Bonus" means the bonus payable pursuant to paragraph 3.

         "Benchmark  Amount"  means an amount equal to *

         "Excess Annual Revenues" means Corporation's Qualified Revenues for the
     Plan Year in excess of the Benchmark Amount.

         "Excess  Quarterly  Revenues"  means,  for each of the fiscal  quarters
     ending  June  30,  September  30,  and  December  31,  2003,  Corporation's
     Qualified  Revenues  for such  quarter  in excess  of 25% of the  Benchmark
     Amount.

         "Plan Year" means the fiscal year  beginning  April 1, 2003, and ending
     March 31, 2004.

         "Qualified  Revenues" means the following  categories of  Corporation's
     revenues from video leasing activities;

         (a) Order processing fees;

         (b) Transaction fees;


                                       1
<PAGE>


         (c) Sell-through fees;

         (d) End of term fees; and

         (e) Data communication fees

         "Quarterly Bonus" means a bonus payable pursuant to paragraph 2.

*Confidential portions omitted pursuant to a request for confidential treatment.

                                       2
<PAGE>


                                APPENDIX 6.3.1(b)

                                     FORM OF
                              AGREEMENT AND RELEASE

     THIS  AGREEMENT  AND  RELEASE  ("Release")  is  made  on  this  ___  day of
_______________,   200__,  by  and  between  Rentrak   Corporation,   an  Oregon
corporation  ("Corporation") and  _______________("Executive").  Corporation and
Executive agree as follows:

1. Payment to Executive.

     (a) Upon  the  execution  of this  Release,  and  after  expiration  of the
revocation  period  specified  in Section 9 of this  Release,  Corporation  will
commence  payment of the  applicable  Monthly  Severance  Payments  described in
Section  6 of  Executive's  Employment  Agreement  dated  __________,  2002 (the
"Employment Agreement"), less normal deductions and withholdings.

     (b) Executive  specifically  acknowledges  and agrees that  Corporation has
paid Executive all wages and other  compensation and benefits to which Executive
is entitled  except those  described in Paragraph  1(a) of this Release and that
the execution of this Release (and compliance with the noncompetition provisions
of  Section  4  of  the  Employment   Agreement)  are  conditions  precedent  to
Corporation's obligation to make the Monthly Severance Payments.

2. Release by Executive.

     Executive hereby completely releases and forever discharges Corporation and
each of its past,  present,  and future parent and subsidiary  corporations  and
affiliates and each of their respective past, present,  and future shareholders,
officers,  directors,  agents,  employees,  insurers,  successors,  and  assigns
(collectively,  the "Released Parties"),  from any and all claims,  liabilities,
demands,  and causes of action of any kind,  whether statutory or common law, in
tort, contract, or otherwise, in law or in equity, and whether known or unknown,
foreseen or unforeseen,  in any way arising out of,  concerning,  or related to,
directly or indirectly, Executive's employment with Corporation,  including, but
not limited to, the  termination of Executive's  employment  based on any act or
omission on or prior to the effective  date of this  Release,  but not including
any claim for workers' compensation or unemployment insurance benefits.  Without
limiting the generality of the foregoing,  this release  specifically  includes,
but is not limited to, a release of claims  arising under Title VII of the Civil
Rights Act of 1964; the Age Discrimination in Employment Act; the Americans with
Disabilities  Act; the Family and Medical  Leave Act;  the  Employee  Retirement
Income Security Act; the Worker Adjustment and Retraining  Notification Act; and
ORS chapters 652, 653, and 659A, and any amendments to any of such laws.

3.       Return of Corporation Property.

     Executive   represents   and  warrants  that   Executive  has  returned  to
Corporation all property  belonging to Corporation,  including,  but not limited
to,  all  documents  or  other  media  containing  confidential  or  proprietary
information of Corporation  (including without limitation customer,



                                       1
<PAGE>



     production,  and pricing  information),  and all Corporation  credit cards,
     keys, cellular telephones, and computer hardware and software.

4.       No Liability or Wrongdoing.

     Corporation  specifically  denies any liability or  wrongdoing  whatsoever.
Neither this Release nor any of its provisions,  terms, or conditions constitute
an  admission  of  liability  or  wrongdoing  or may be offered or  received  in
evidence in any action or proceeding as evidence of an admission of liability or
wrongdoing.

5.       Severability.

     If any  provision  of this  Release  is found by any court to be illegal or
legally  unenforceable for any reason, the remaining  provisions of this Release
will continue in full force and effect.

6.       Attorney Fees.

     If any action is brought to  interpret  or enforce this Release or any part
of it, the prevailing party will be entitled to recover from the other party its
reasonable attorney fees and costs incurred therein, including all attorney fees
and costs on any appeal or review.

7.       Choice of Law.

     This Release  will be governed by the laws of the state of Oregon,  without
regard to its principles of conflicts of laws.

8.       Consideration of Agreement.

     Executive  acknowledges  that  Corporation  has  advised  him in writing to
consult with an attorney  before signing this Release and that he has been given
at least 21 days to consider  whether to execute this  Release.  For purposes of
this 21-day period,  Executive  acknowledges  that this Release was delivered to
him on ________, 20__, that the 21-day period will expire ___________, 20__, and
that he may have until that date to consider the Release.

9.       Revocation.

     Executive  may  revoke  this  Release  by  written  notice,   delivered  to
___________  within  seven days  following  his date of  signature  as set forth
below.  This Release  becomes  effective and  enforceable  after such  seven-day
period has expired.

10.      Knowing and Voluntary Agreement.

     Executive acknowledges and agrees that: (a) the only consideration for this
Release is the consideration  expressly  described in this document;  (b) he has
carefully read the entire Release; (c) he has had the opportunity to review this
Release  and to have it  reviewed  and  explained  to him by an  attorney of his
choosing;  (d) he fully understands the final and binding



                                       2
<PAGE>


effect; and (e) he is signing this Release  voluntarily and with the full intent
of releasing Corporation from all claims.

11.      Miscellaneous.

     The benefits of this Release  will inure to the  successors  and assigns of
the parties.  This is the entire  agreement  between  Executive and  Corporation
regarding the subject matter of this Release and neither party has relied on any
representation  or  statement,  written  or oral,  that is not set forth in this
Release.  Executive  represents and warrants that Executive has not assigned any
claim that  Executive  may have  against the  Released  Parties to any person or
entity.


RENTRAK CORPORATION


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

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

Date:                                    Date:
      --------------------                    ----------------------------------




STATE OF  ___________________                    )
                                                 )   SS
COUNTY OF __________________                     )

This instrument was acknowledged before me on __________, 20___, by ______

Source: OneCLE Business Contracts.