Amendment to Rentrak/Graham Employment Agreement

            This  amendment  to the Amended and  Restated  Employment  Agreement
between Rentrak  Corporation and Marty Graham,  dated May 17, 1997 ("Agreement")
is made and entered into as of this 1st day of  September,  2000, by and between
Rentrak  Corporation,  an Oregon  Corporation  ("Employer"),  and  Marty  Graham
("Employee") (the "Amendment").

            Accordingly,  the Agreement is hereby amended by modifying Paragraph
2.01 so it shall hereafter read:

            2.01 Stated  Term.  Employment  commenced on April 15, 1997 and will
            end on  April  15,  2004  (the  "End  Date"),  or  until  Employee's
            employment  under this  Agreement  is  terminated  pursuant  to this
            Section 2 ("Term").

            This  Amendment  is made as of the date above  written  and shall be
effective upon execution by both parties. The remainder of the Agreement remains
in full force and effect without alteration. RENTRAK CORPORATION EMPLOYEE:


By /s/ Ron Berger                                 By /s/ Marty Graham
   -----------------------                           -----------------------
   Ron Berger                                        Marty Graham
   CEO                                               VP Product Development