EMPLOYMENT AGREEMENT


      This Employment  Agreement is entered into as of October 1, 2001,  between
PAUL A. ROSENBAUM  ("Executive") and RENTRAK CORPORATION,  an Oregon corporation
(the "Corporation").

1.    SERVICES

      1.1 Employment Position;  Term.  Corporation agrees to employ Executive as
Chairman and Chief Executive Officer of Corporation,  and Executive accepts such
employment,  under the terms and  conditions of this  Agreement.  Executive also
agrees to serve, if elected,  without  separate  compensation,  as a director of
Corporation  and an officer  and/or  director of any  subsidiary or affiliate of
Corporation.

      1.2 Term. The term of this Agreement (the "Term") will commence on October
1,  2001,  and  will  expire  September  30,  2002.   However,   the  Term  will
automatically be extended for an additional 12-month period unless, on or before
June 30, 2002, or June 30 of any year of the extended Term,  either  Corporation
or  Executive  gives  written  notice  that  the  Term  will  not  be  extended.
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 third
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 the Chairman and Chief Executive  Officer of  Corporation,  subject always to
the control of  Corporation's  Board of Directors (the "Board").  Executive will
supervise  and  manage  the  business  and  affairs  and the other  officers  of
Corporation and perform such duties commonly incident to the offices of Chairman
and Chief Executive Officer and exercise such powers as may from time to time be
assigned to Executive or vested in Executive by the Board. Executive may, in his
capacity as Chief Executive Officer,  hire and fire employees in his discretion,
provided that Executive may not hire or fire any member of Corporation's  senior
executive  team  without  consulting  the Board in advance.  For purposes of the
foregoing,  Corporation's  senior  executive team will consist of the President,
any Vice President,  and any other positions  designated,  from time to time, by
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.

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2.    COMPENSATION AND EXPENSES

      2.1 Base  Salary.  As  compensation  for  services  under this  Agreement,
Corporation will pay to Executive a base salary of $450,000 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,  the Board 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.

      2.2 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.  During  the Term,  Corporation  will also  lease an
automobile  (in an  amount  up to $900 per  month)  for  Executive's  use in the
performance  of his duties under this  Agreement  and will pay such  expenses in
connection with the automobile as are customarily paid for senior  executives of
corporations substantially similar to Corporation. Any portion of the automobile
related  expenses  and  lease  payments  made  by  Corporation  attributable  to
Executive's  personal use of the  automobile  will be  reflected in  Executive's
reported  compensation for income tax purposes in accordance with  Corporation's
regular payroll practices.  Also, during the Term, Executive will be entitled to
any other employee  benefits approved by the Board, 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 ("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.

      2.3  Expenses.   Subject  to  review  and  approval  by  the  chairman  of
Corporation's   audit  committee,   Corporation  will  reimburse  Executive  for
reasonable  expenses,  including  travel  expenses  for himself  (and his spouse
whenever she accompanies him on a trip which involves  Corporation's  business),
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 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



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(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.

4.    NONCOMPETITION

      4.1  Covenant.  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,  corporation,  or other entity, become associated with,
            render  services  to,  invest in,  represent,  advise,  or otherwise
            participate  in any  business,  activity,  or  enterprise  which  is
            carrying on any business  competitive with the business conducted by
            Corporation as of the date  Executive's  employment with Corporation
            is terminated;  provided,  however,  that nothing  contained in this
            Section 4.1 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;

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            (b)  Solicit  any  business  in  competition  with the  business  of
      Corporation 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;

            (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.

      4.2 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 or is too long in its duration,  the parties intend
that  it be  reformed  and  enforced  to  the  maximum  extent  permitted  under
applicable law.

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;  (d) Executive's  conviction of
or a plea of nolo  contendere to a felony;  or (e) 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


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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;
            or

                (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.

      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 6.3.1. 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.

            5.7.2 Subject to extension by Corporation as provided  below, in the
      event Executive  terminates his employment with Corporation other than for
      Good Reason under Section 5.6, the Noncompete Period will be one year from
      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

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     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
      with  Corporation  due to the  expiration of the Term or for Cause,  there
      will be no Noncompete Period.

6.    COMPENSATION UPON TERMINATION

      6.1 Death.  Upon the death of Executive  during the Term,  this  Agreement
will  automatically  terminate  and all  rights  of  Executive  and  his  heirs,
executors and  administrators  to  compensation  and other  benefits  under this
Agreement   will  cease,   except  that   Executive's   heirs,   executors   and
administrators, as the case may be, will be entitled to:

                (a) Accrued base salary through Executive's date of death;

                (b) Other  benefits  under Benefit Plans to which  Executive was
            entitled on Executive's  date of death in accordance  with the terms
            of such Benefit Plans; and

                (c) A lump  sum  payment  in the  amount  of  $500,000  less any
            amounts  payable  under any life  insurance  policies  purchased  by
            Corporation for the benefit of Executive's dependents.

      6.2 Disability.  Upon termination of Executive's employment by Corporation
pursuant to Section 5.2, 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; and

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

      6.3 Severance Upon Certain Terminations Before a Change in Control.

                6.3.1 Termination Without Cause or by Executive for Good Reason.
            In the event that  before a Change in  Control  occurs as defined in
            Section 7, 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 receive  severance  equal to 12 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").  Monthly



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<PAGE>

            Severance  Payments  will be  payable  in a manner  consistent  with
            Corporation's  payroll  practices  for  management   employees.   In
            addition to Monthly Severance Payments, Corporation will continue to
            provide to Executive  all medical and dental  insurance  benefits to
            which  Executive  was entitled as of the date of  termination  until
            Corporation's obligation to make Monthly Severance Payments expires.
            Corporation's  obligation  to make  Monthly  Severance  Payments and
            provide medical and dental  insurance to Executive will terminate if
            Executive either  individually or as a director,  officer,  partner,
            employee,  agent,  representative,  or consultant with any business,
            directly or indirectly (a) solicits,  diverts, or accepts orders for
            products or services  that are  substantially  competitive  with the
            products  or  services  sold by  Corporation  from any  customer  of
            Corporation;  (b) engages or prepares to engage in any business that
            competes with Corporation;  or (c) induces or attempts to induce any
            person  who is an  employee  of  Corporation  to leave the employ of
            Corporation.

                6.3.2 Termination For Cause or by Executive Without Good Reason.
            In the event  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.

      6.4 Automobile. Upon Executive's termination of employment for any reason,
Executive will surrender possession to Corporation of any automobile then leased
by Corporation for his use and Executive will have no liability for any payments
due or which may become due under such lease.

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  unless the events leading to
such  condition have been approved by two-thirds of the directors of Corporation
then in office:

                (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  25 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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                (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 75  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  three  times
            Executive's  annual base salary as in effect  immediately before the
            Change in Control;

                (b)  Continuation  for a period of three  years  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 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


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            Section 7.2.1 will be reduced to the extent  necessary to avoid such
            Excise Tax if, and only if, such reduction  would result in a larger
            after-tax  benefit to Executive,  taking into account all applicable
            federal,  state, and local income and excise taxes, until either (i)
            no portion of the Total  Payments  are subject to such Excise Tax or
            (ii) the Change in Control Payments are reduced to zero.

            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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                (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 remedy 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

      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 a suit or action is commenced  to enforce  this  Agreement or
any part of it, the prevailing  party will be entitled to recover from the other
party all  reasonable  attorney  fees



                                      -10-
<PAGE>

incurred at trial, on appeal, and on any petition for review, together with such
other expenses, costs, and disbursements as may be allowed by law.

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/ Paul A. Rosenbaum                By  /s/ F. Kim Cox
----------------------------------     ---------------------------------
Paul A. Rosenbaum                      Title   President


Source: OneCLE Business Contracts.