EXHIBIT 10.1

                   AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

            This Amendment No. 2 ("Amendment No. 2") to the Employment Agreement
dated July 1, 2002,  between Rentrak  Corporation,  an Oregon  corporation  (the
"Company"),  and Ronald Giambra ("Executive"),  as amended by an Amendment dated
as of June 1, 2003 (said  agreement as amended  being  referred to herein as the
"Employment Agreement"), is made as of the date specified below.

            1. Extension of Term. The parties agree to extend the term set forth
in the  Employment  Agreement  for one (1)  year  such  that the  employment  of
Executive  will  continue  until June 30, 2007,  unless  earlier  terminated  as
provided in the Employment Agreement.

            2. No Other Changes.  Except as expressly provided in this Amendment
No. 2, the Employment Agreement will remain in full force and effect.

            The  parties  have  duly  executed  this  Amendment  No.  2  to  the
Employment Agreement effective as of February 10, 2005.

RENTRAK CORPORATION                       EXECUTIVE:


By:     /s/ Paul A. Rosenbaum             /s/ Ronald Giambra
        ---------------------             ------------------
                                          Ronald Giambra
Name:   Paul A. Rosenbaum

Title:  Chairman, President, and CEO