SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO.   )

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                              Rentrak Corporation

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                 Name of Registrant as Specified in Its Charter

                  Paul A. Rosenbaum on behalf of the Committee
                   for the Achievement of Rentrak Excellence
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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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               COMMITTEE FOR THE ACHIEVEMENT OF RENTRAK EXCELLENCE
                              c/o Paul A. Rosenbaum
                                127 E. Washtenaw
                             Lansing, Michigan 48933


                                 August 30, 2000

Dear Fellow Shareholders:

     CARE hopes to win your VOTE in our proxy contest with incumbent  management
of Rentrak Corporation ("Rentrak"),  which we believe is failing to maximize the
opportunities presented by its two most significant  businesses:  PPT, Rentrak's
Pay Per Transaction system, and 3PF.COM, its Internet fulfillment subsidiary.

     On behalf of CARE,  I am happy to report that we have made  progress in our
efforts  to gain  control  of the  management  of Rentrak in order to change the
focus of the company and seek to increase  the value of your Rentrak  stock.  We
have taken an initial step toward thwarting  Rentrak's  efforts to gain an upper
hand by issuing 1.66 million shares to Rentrak executives Ron Berger and Kim Cox
under a new option loan program approved by the current Board in June. On August
18, 2000, a federal  judge granted  CARE's  motion for a preliminary  injunction
enjoining  Messrs.  Berger  and Cox from  voting  these  shares at the  upcoming
shareholders' meeting scheduled for September 19, 2000.

     We believe that the complexity of the current Rentrak  structure has masked
the significant asset value of 3PF.COM. We believe that same complexity has also
contributed to current  management's  adherence to its old ineffective  policies
rather than  objectively  exploring new approaches  that would provide growth to
PPT.  Over the last 14 months,  individuals  who are now CARE members have tried
unsuccessfully to convince current management that its approach is not advancing
the shareholders' interests and may be jeopardizing Rentrak's future.

     With your support, CARE's nominees for director would take steps to:

     o Consider  initiating a search for a new chief executive  officer with the
       goal of improving  Rentrak's  relations  with its  customers--both  movie
       studios and video  retailers--as  well as with the many hard  working and
       loyal Rentrak employees;

     o Pursue  an  aggressive  and  appropriate   reduction  of  overhead  costs
       throughout  the  company,   including   possible   changes  in  Rentrak's
       compensation  and  incentive  systems to  emphasize  the  achievement  of
       increased profitability; and

     o Review  Rentrak's  assets for  appropriate  opportunities  to redeploy or
       dispose of them to enhance shareholder return.

     Rentrak's two most significant  businesses would receive the CARE nominees'
immediate and careful attention:

     3PF.COM

     The  business of 3PF.COM is the  provision of order  processing,  inventory
management,  and  fulfillment  services  on behalf  of  Internet  retailers  and
wholesalers and to other businesses requiring  just-in-time  fulfillment.  It is
NOT  substantially  related  to  the  business  and  focus  of  Rentrak's  other
activities. In CARE's view, this has caused the market to undervalue the 3PF.COM
asset. Therefore,  CARE's director nominees intend to explore a potential public
offering of 3PF.COM  stock,  sale of 3PF.COM's  business,  or other  transaction
designed to return the value of 3PF.COM to Rentrak shareholders.

     THE PPT BUSINESS

     In CARE's view,  Rentrak's current management has operated the PPT business
with  a  primary  emphasis  on  generating  revenues  rather  than  focusing  on
profitability.  CARE believes that this is the wrong approach in a mature market
in which Rentrak no longer enjoys the likelihood of near-term



explosive  revenue growth.  CARE's  director  nominees will pursue the following
efforts to focus on profitability and cash flow:

     o Concentrate  Rentrak's  negotiations  with  video  retailers  on  quality
       accounts and terminate or restrict credit to questionable accounts;

     o Restructure  or  terminate   Rentrak's  dealer  loan  program  and  other
       investments to reduce losses;

     o Focus Rentrak's  incentive  programs on rewarding  improved  earnings and
       profitability instead of higher revenues;

     o Negotiate   agreements   with  key  movie  studios  to  focus  on  margin
       enhancement;

     o Critically  evaluate  Rentrak's   international  and  internet  expansion
       programs for earnings potential;

     o Explore licensing  Rentrak's PPT technology to studios or large retailers
       without  retaining  the  related  movie  distribution  rights to generate
       additional earnings; and

     o Seek to apply the PPT technology to other forms of entertainment (such as
       distribution of music CDs).

     As you know, the CARE group is made up of  shareholders,  like  yourselves,
who are anxious to see the stock value of Rentrak more closely reflect the value
of Rentrak's  businesses.  I personally believe this can be accomplished through
the actions  described  above and that the  current  board and  management  have
squandered their opportunities to build a successful  company.  The CARE members
can no longer  stand by and watch while the good value of  Rentrak's  employees,
technology,  and  market  reputation  continue  to erode.  I would be pleased to
answer any  questions  you may have about CARE and its plans for  Rentrak.  I am
available at (517) 487-6390.

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                        YOUR VOTE IS EXTREMELY IMPORTANT

     1. If you have already sent in your vote for CARE's nominees, we thank you.
If you have not yet voted or did not vote for CARE's nominees, we recommend that
you read our material carefully.

     2. To vote for CARE's nominees,  please SIGN, MARK, DATE and MAIL your BLUE
proxy card in the enclosed  postage-paid  envelope.  If you wish to vote for our
nominees,  you  must  submit  the  enclosed  BLUE  proxy  card.  DO NOT  send in
management's white proxy card. Voting "No" on the white card will not help CARE.

     3. If you have already voted for the current  Rentrak  directors,  you have
every  legal  right to change  your mind and vote FOR our  nominees  on the BLUE
proxy card. Only your latest dated proxy card will count.

     4. If your  shares  are  held  for you by a bank,  brokerage  firm or other
nominee,  only your bank,  broker or nominee can vote your shares and only after
receiving  your  instructions.  Please sign,  date and return the enclosed  BLUE
proxy card in the postage-paid  envelope  provided or call your bank,  broker or
nominee and instruct  your  representative  to vote FOR our nominees on the BLUE
proxy card.

     5. TIME IS SHORT. Please vote today!

     If you have any  questions or need  assistance  in voting your shares or in
changing your vote, please contact Beacon Hill Partners,  Inc., at the toll free
number listed below.

                           BEACON HILL PARTNERS, INC.
                          (212) 843-8500 (call collect)
                        or call toll-free (800) 755-5001
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                                       Very truly yours,

                                       Paul A. Rosenbaum
                                       Representative of The Committee for the
                                       Achievement of Rentrak Excellence