AMENDMENT TO
                          THE 1997 NON-OFFICER EMPLOYEE
                              STOCK OPTION PLAN OF
                               RENTRAK CORPORATION

     THIS THIRD AMENDMENT to The 1997 Non-officer  Employee Stock Option Plan of
Rentrak  Corporation (the "Plan") is hereby adopted by Rentrak  Corporation,  an
Oregon corporation (the "Company"), effective June 24, 2002.

     1. Incorporation;  Definitions.  The terms and provisions of this Amendment
are  incorporated  by this  reference  in the Plan as  though  fully  set  forth
therein.

2. Amendment. Section 1.11 of the Plan is hereby amended to read in its entirety
as follows:

                  "Fair Market Value. 'Fair Market Value' as of a given date
         means the value of a share of Common Stock which is equal to (i) the
         last sale price of the Common Stock as reported on such date, or if no
         sales are reported on that date, then the last preceding date on which
         a sale was reported, if the Common Stock is listed on a national
         securities exchange or quoted on the Nasdaq Stock Market ("Nasdaq");
         (ii) the average of the closing representative bid and asked prices of
         the Common Stock reported on such date, or if no prices are reported on
         such date, then the last preceding date on which prices are reported,
         if the Common Stock is not listed on any national securities exchange
         or quoted on Nasdaq but is traded in the over-the-counter market; or
         (iii) the fair market value of a share of Common Stock as determined by
         the Committee acting in good faith, if the Common Stock is not listed
         on a national securities exchange, quoted on Nasdaq, or traded in the
         over-the-counter market."

3. No Other Change. Except as specifically modified in this Amendment, all other
provisions  and terms of the Plan shall remain  unchanged  and in full force and
effect.