SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10 - K

X      Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for fiscal year ended March 31, 2003 or
____   Transition report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

Commission file number 0-15159
                               RENTRAK CORPORATION
             (exact name of registrant as specified in its charter)

                 Oregon                                      93-0780536
         (State or other jurisdiction of                    (IRS Employer
         Incorporation or organization)                 Identification Number)

         7700 NE Ambassador Place, Portland, Oregon             97220
         (Address of Principal Executive Offices)             (Zip Code)

         Registrant's telephone number, including area code:  (503) 284-7581

        Securities registered pursuant to Section 12 (b) of the Act: None
          Securities registered pursuant to Section 12 (g) of the Act:
                          Common stock $.001 par value
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No ____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K,  or any  amendment to
this Form 10-K [  ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act) Yes____ No X

As of September 30, 2002, the aggregate market value of the registrant's  common
stock held by non-affiliates of the registrant, based on the last sales price as
reported by NASDAQ, was $36,074,493.

As of June 23,  2003,  the  Registrant  had  64,702,942  shares of Common  Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

PORTIONS OF THE  DEFINITIVE  PROXY  STATEMENT FOR THE 2003 ANNUAL MEETING OF THE
SHAREHOLDERS  ARE  INCORPORATED  BY REFERENCE  INTO PART II and III OF THIS FORM
10-K


                                       1
<PAGE>


                                TABLE OF CONTENTS

Item          PART I                                                      Page

1.            Business                                                  3

2.            Properties                                                9

3.            Legal Proceedings                                         9

4.            Submission of Matters to a Vote of Security Holders       9

              PART II

5.            Market for  Registrant's Common Equity and Related
              Stockholder Matters                                       10

6.            Selected Financial Data                                   11

7.            Management's Discussion and Analysis of Financial
              Condition and Results of Operations                       12

7A.           Quantitative and Qualitative Disclosures About
              Market Risk                                               25

8.            Financial Statements and Supplementary Data               26

9.            Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure                       58
              Disclosure

              PART III

10.           Directors and Executive Officers of the Registrant        58

11.           Executive Compensation                                    58

12.           Security Ownership of Certain Beneficial Owners           58
              and Management and Related Stockholder Matters

13.           Certain Relationships and Related Transactions            58

14.           Controls and Procedures                                   58

              PART IV

15.           Exhibits, Financial Statement Schedules and Reports
              on Form 8-K                                               60


                                       2
<PAGE>

                                     PART I

ITEM 1.          BUSINESS

GENERAL
-------

The  Company's  primary  business  continues to be the  collection,  processing,
analysis   and   presentation   of  rental  and  sales   information   regarding
videocassettes  ("Cassettes"),  digital  videodiscs  ("DVD's"),  and Video Games
(collectively "Units") leased to home video specialty stores and other retailers
by way of its Pay Per Transaction system (the "PPT System"). Under the Company's
PPT System, home video specialty stores and other retailers that rent (Units) to
consumers ("Retailers"),  including grocery stores and convenience stores, lease
Units, and other media from Rentrak for a low initial fee and share a portion of
each retail rental  transaction  with the Company.  The Company  included  Video
Games as part of the PPT  system  in  fiscal  2003.  The  Company's  PPT  System
generated  78  percent,  73 percent  and 80 percent of total  revenues in fiscal
years 2003, 2002 and 2001, respectively.

The Company has engaged in  additional  lines of business  through the following
subsidiaries:

3PF.COM,  Inc.  ("3PF") provides order  processing,  inventory  management,  and
fulfillment  services  to  retailers  and  wholesalers  and to other  businesses
requiring  just-in-time  fulfillment.  In June 2003,  the Company agreed to sell
3PF's operating  assets at its Wilmington,  Ohio,  facility.  (See Note 3 of the
Notes to the Consolidated Financial Statements.)

BlowOut   Video,   Inc.,   sold   cassettes   and  DVD's   through  its  Website
www.blowoutvideo.com,  and through three retail  outlets.  Operations of BlowOut
Video,  Inc.,  were fully  discontinued  in fiscal year 2003. (See Note 2 of the
Notes to the Consolidated Financial Statements.)

PAY-PER-TRANSACTION SYSTEM
--------------------------

The Company distributes Units principally to home video specialty stores through
its  PPT  System.  The  PPT  System  enables  Retailers  to  obtain  Units  at a
significantly  lower  initial  cost  than  if  they  purchased  the  Units  from
traditional video distributors.

After the Retailer is approved for  participation  in the PPT System,  Units are
leased to the Retailer for a low initial fee (the "Order Processing Fee") plus a
percentage of revenues  generated by the Retailer from rentals to consumers (the
"Transaction  Fee").  The Company retains a portion of each Order Processing Fee
and Transaction  Fee and remits the remainder to the appropriate  motion picture
studios or other  licensee or owner of the rights to certain video  programming,
or video  game  publishers,  ("Program  Suppliers")  that hold the  distribution
rights to the  Units.  Due to the lower  cost of  "bringing  Units in the door",
Retailers  generally  obtain a greater number of Units under the PPT System than
the traditional  distribution  method. The intended benefit to the Retailer is a
higher volume of rental transactions, as well as a reduction in capital cost and
risk. The intended  benefit to the Program  Supplier is an increase in the total
number of Units shipped,  resulting in increased  revenues and  opportunity  for
profit.  The intended  benefit to the consumer is the  potential of finding more
copies of certain  newly  released  hit titles and a greater  selection of other
titles at Retailers participating in the PPT System ("Participating Retailers").

The Company markets its PPT System  throughout the United States and Canada,  as
well as in the United Kingdom through a subsidiary.  Following the sale of a 5.6
percent  interest  in Rentrak  Japan Co.,  Ltd.  ("Rentrak  Japan"),  a Japanese
corporation  which  markets a similar  service to

                                       3
<PAGE>

video  retailers  in Japan,  in October  2001,  the  Company no longer  received
revenues from the Asian markets.

In February  1998, the Company  entered into a Shareholders  Agreement and a PPT
License Agreement with Columbus Holdings Limited and Rentrak UK Limited (Rentrak
UK) to  develop  the  Company's  PPT  distribution  and  information  processing
business in the United Kingdom through Rentrak UK. The PPT Agreement  remains in
force in  perpetuity,  unless  terminated  due to material  breach of  contract,
liquidation of Rentrak UK, or nondelivery,  by the Company to Rentrak UK, of all
retailer  and  studio  software,  including  all  updates.  Pursuant  to the PPT
Agreement,  during the term of the PPT  Agreement,  the Company  will  receive a
royalty  of 1.67% of  Rentrak  UK's  gross  revenues  from any and all  sources.
Rentrak  currently  owns 92% of Rentrak UK while  Rentrak  Japan  holds 8%. From
inception,  Rentrak UK did not generate  income or positive  cash flow and, as a
result,  the Company wrote down  substantially  all long-lived  assets including
goodwill and certain  fixed  assets  totaling  $222,000 in fiscal 2000.  Through
March 2003,  Rentrak UK improved its  performance  producing  minimal income and
cash flow.  Management  of the Company has made  changes to decrease the cost of
operations,  including space and staffing costs, and it is continuing to closely
evaluate  the  financial  performance  of  operations.  Management  is currently
considering various alternatives  including selling or closing down Rentrak UK's
operations.

The  Company  currently  offers  substantially  all of the titles of a number of
non-Video Game Program Suppliers,  including Buena Vista Pictures  Distribution,
Inc., a  subsidiary  of The Walt Disney  Company,  Paramount  Home Video,  Inc.,
Universal Studios Home Video,  Inc.,  Twentieth  Century Fox Home  Entertainment
(formerly Fox Video), a subsidiary of Twentieth Century Fox Film Corporation and
MGM Home  Entertainment,  a subsidiary of the Metro Goldman Meyer  Company.  The
Company's  arrangements  with  all  of its  Program  Suppliers  are  of  varying
duration,  scope and  formality.  In some cases,  the Company has obtained Units
pursuant to contracts or arrangements with Program Suppliers on a title-by-title
basis and in other cases the contracts or  arrangements  provide that all titles
released  for  distribution  by such  Program  Supplier  will be provided to the
Company  for the PPT  System.  Many of the  Company's  agreements  with  Program
Suppliers,  including  all  major  Program  Suppliers,  may be  terminated  upon
relatively  short  notice.  Therefore,  there  is no  assurance  that any of the
Program  Suppliers  will  continue to  distribute  Units through the PPT System,
continue  to have  available  for  distribution  titles  which the  Company  can
distribute  on a profitable  basis,  or continue to remain in business.  Even if
titles are otherwise  available from Program Suppliers to the Company,  there is
no  assurance  that  they  will be made  available  on terms  acceptable  to the
Company.  During the last three  years,  the  Company  has not  experienced  any
material  difficulty  acquiring  suitable  Units for the  Company's  markets  on
acceptable  terms and  conditions  from  Program  Suppliers  that have agreed to
provide the same to the  Company.  The Company  has one  Program  Supplier  that
supplied product that generated 16 percent, two that generated 15 percent, and a
fourth that  generated  11 percent of Rentrak  revenues for the year ended March
31,  2003.  There were no other  Program  Suppliers  who  provided  product that
generated more than 10 percent of revenues for the year ended March 31, 2003.

The Company currently receives a significant amount of product from four Program
Suppliers. Although management does not believe that these relationships will be
terminated  in the near  term,  a loss of any of these  suppliers  could have an
adverse effect on the Company's operating results.

                                       4
<PAGE>


Certain  Program  Suppliers  have  requested,  and  the  Company  has  provided,
financial  or  performance  commitments  from the Company,  including  advances,
warrants, or guarantees, as a condition of obtaining certain titles. The Company
determines  whether  to  provide  such  commitments  on  a  case-by-case  basis,
depending  upon the Program  Supplier's  success  with such titles prior to home
video  distribution  and the Company's  assessment  of expected  success in home
rental  distribution.  The Company  currently  continues  this practice with one
Program Supplier for movies and three Program Suppliers for Video Games.

Distribution of Cassettes, DVD's, and Video Games ("Units")
-----------------------------------------------------------

The Company's  proprietary  Rentrak Profit Maker  Software (the "RPM  Software")
allows  Participating  Retailers  to order  Units  through  their  Point of Sale
("POS")  system   software  and  provides  the   Participating   Retailers  with
substantial  information  regarding all offered  titles.  Ordering  occurs via a
networked computer interface.  To further assist the Participating  Retailers in
ordering, the Company also produces a monthly product catalog called "Ontrak."

To be competitive,  Participating  Retailers must be able to rent their Units on
the "street date" announced by the Program  Supplier for the title.  Rentrak has
contracted  with 3PF to distribute  Rentrak's Units via overnight air courier to
assure delivery to Participating Retailers on the street date. The freight costs
of such  distribution  comprise a portion of the Company's  consolidated cost of
sales.

Computer Operations
-------------------

To participate in the Company's PPT System, Participating Retailers must install
Rentrak approved  computer  software and hardware to process all of their rental
and sale  transactions.  Participating  Retailers are required to use one of the
POS software  vendors  approved by the Company as  conforming  to the  Company's
specifications.   The  Company's  RPM  Software  resides  on  the  Participating
Retailer's POS computer system and transmits a record of PPT transactions to the
Company over a  telecommunications  network.  The RPM Software  also assists the
Participating  Retailer in ordering  newly  released  titles and in managing the
inventory of Units.

The Company's  information  system  processes  these  transactions  and prepares
reports for Program  Suppliers  and  Participating  Retailers.  In addition,  it
determines  variations from  statistical  norms for potential audit action.  The
Company's  information  system  also  transmits  information  on new  titles and
confirms orders made to the RPM Software at the Participating Retailer location.

Retailer Auditing
-----------------

From time to time, the Company audits Participating Retailers in order to verify
that they are reporting all rentals and sales of Units on a consistent, accurate
and timely  basis.  Several  different  types of exception  reports are produced
weekly. These reports are designed to identify any Participating Retailers whose
PPT business  activity varies from the Company's  statistical  norms.  Depending
upon the  results of the  Company's  analysis  of the  reports,  the Company may
conduct an in-store  audit.  Audits may be performed  with or without notice and
any refusal to allow such an audit can be cause for immediate  termination  from
the PPT System.  If audit  violations are found, the  Participating  Retailer is
subject to fines,  audit  fees,  immediate  removal  from the PPT System  and/or
repossession of all leased Units.

                                       5
<PAGE>

Seasonality
-----------

The Company  believes that the home video  industry is highly  seasonal  because
Program  Suppliers tend to introduce hit titles for movies at two periods of the
year,  early  summer and  Christmas.  Since the  release of movies to home video
usually follows the theatrical  release by  approximately  six months  (although
significant  variations occur on certain  titles),  the seasonal peaks of movies
for home video  also  generally  occur in early  summer  and at  Christmas.  The
Company  believes  its volume of rental  transactions  reflects,  in part,  this
seasonal pattern, although changes in Program Suppliers' titles available to the
Company,  and  Participating  Retailers may tend to obscure any seasonal effect.
The  Company  believes  such  seasonal  variations  may be  reflected  in future
quarterly patterns of its revenues and earnings.

Retailer Financing Program
--------------------------

In 1992, the Company established a Retailer Loan Program whereby, on a selective
basis,  it  provided  financing  to  Participating  Retailers  that the  Company
believed  had  the  potential  for  substantial  growth  in  the  industry.  The
underlying  rationale  for this  program was the belief  that the Company  could
expand  its  business  and at the same  time  participate  in the  rapid  growth
experienced by the video retailers in which it invested. During fiscal 2001, the
Company  discontinued new financings under this program and provided reserves of
$6.6 million  representing the entire outstanding  balance of the program loans.
The  Company  continues  to  seek  enforcement  of  agreements  entered  into in
connection  with this  program  in  accordance  with  their  terms to the extent
practicable.

Competition
-----------

The Cassette,  DVD, and Video Game distribution business is a highly competitive
industry that is rapidly changing.  The traditional method of distributing these
Cassettes,  DVD's,  and Video Games  ("Units") to Retailers is through  purchase
transactions;  i.e.,  a Retailer  purchases  Units from a  distributor  and then
offers the Units for  rental or sale to the  general  public.  As  described  in
greater  detail above (see  "Pay-Per-Transaction  System"),  the  Company's  PPT
System offers Participating  Retailers an alternative method of obtaining Units.
Accordingly,  the Company faces intense  competition from all of the traditional
distributors,  including Ingram Entertainment,  Inc., VPD, and Video One Canada,
Ltd.  These and  other  traditional  distributors  have  extensive  distribution
networks, long-standing relationships with Program Suppliers and Retailers, and,
in some cases, significantly greater financial resources than the Company.

In the last two years certain traditional distributors have taken steps to offer
Units to Retailers on a revenue sharing basis. For example,  several traditional
distributors   have  executed   licensing   agreements  with   Supercomm,   Inc.
("Supercomm"),   now  a  wholly-owned   subsidiary  of  Columbia   TriStar  Home
Entertainment,  to market product on revenue sharing terms.  Several traditional
distributors  have also executed revenue sharing  agreements with motion picture
studios ("Studios").

The  Company  also  competes  with  Supercomm  in  two  additional   areas:  (1)
domestically - for processing  data for certain  Studios'  direct  relationships
with Blockbuster Video and other Retailers;  and (2)  internationally in certain
markets.  Supercomm  also processes data for  traditional  distributors  such as
Ingram who then  compete with the Company for revenue  sharing  Units as well as
traditional Units.

                                       6
<PAGE>


The Company also faces direct  competition from the Studios.  Beginning in 1997,
several major Studios  offered  Retailers  discounted  pricing if such Retailers
substantially  increased  the  quantity  of Units  purchased.  Also,  some major
Studios have offered Units to Retailers on a lease basis. In addition, all major
Studios  sell Units  directly  to major  Retailers  including  Blockbuster,  the
world's largest chain of home video specialty stores.  The Company believes most
of the major  Studios have  executed  direct  revenue  sharing  agreements  with
Blockbuster  and Hollywood  Entertainment,  the world's  second largest chain of
home video specialty stores. The Company also believes that certain Studios have
executed direct revenue sharing  agreements with several other large  Retailers.
The Company  does not believe  that the Studios  have  executed  direct  revenue
sharing agreements with other smaller  Retailers,  but there can be no assurance
that they will not do so in the future.

The Studios also compete with the Company by releasing  certain Unit titles on a
"sell-through" basis; i.e., they bypass the traditional rental period by selling
the Units directly to consumers at a price of approximately  $9.95 -- $19.95. To
date,  such  "sell-through"  distribution  has generally been limited to certain
newly released hit titles with wide general family appeal. However,  because the
Company's  PPT business is partially  dependent  upon the  existence of a rental
period,  a shift  toward such  "sell-through"  distribution,  particularly  with
respect to popular titles, could have a material adverse effect on the Company's
business.

The Company also  competes with  businesses  that use  alternative  distribution
methods  to provide  video  entertainment  directly  to  consumers,  such as the
following:  (1) direct broadcast satellite transmission systems; (2) traditional
cable television  systems;  (3) pay-per-view cable television  systems;  and (4)
delivery of programming  via the Internet.  Each of these  distribution  methods
employs  digital  compression  techniques  to  increase  the number of  channels
available  to  consumers  and,  therefore,  the  number  of  movies  that may be
transmitted.   Technological   improvements   in   this   distribution   method,
particularly   "video-on-demand,"  may  make  this  option  more  attractive  to
consumers and thereby  materially  diminish the demand for Unit rentals.  Such a
consequence could have a material adverse effect on the Company's business.

Foreign Operations
------------------

On December  20,  1989,  the Company  entered  into an  agreement  with  Culture
Convenience Club, Co., Ltd. ("CCC"),  a Japanese  corporation,  which is Japan's
largest video specialty retailer.  Pursuant to the agreement, the parties formed
Rentrak Japan, a Japanese corporation. Rentrak Japan was formed to implement the
PPT System in Japan.  The Company  provided  its PPT  technology  and the use of
certain  trademarks  and  service  marks  to  Rentrak  Japan,  and CCC  provided
management personnel, operating capital, and adaptation of the PPT technology to
meet Japanese requirements.

Beginning  in 1994,  the Company  became  entitled to a royalty of 1.67% for all
sales of up to  $47,905,000  plus  one-half of one percent of sales greater than
$47,905,000  in each royalty year (June 1 - May 31).  Additionally,  the Company
received  one-time  royalty  payments  of  $1,000,000  in  fiscal  year 1995 and
$1,000,000  in fiscal  year 1999.  In  December  1999,  the  Company  received a
prepayment  of $2,500,000  in exchange for  $4,000,000 of credit  related to the
annual royalty,  which was recognized in revenues as royalties were earned under
the terms of the contract.

Effective   April  2,  2001  the  Company  and  Rentrak  Japan  entered  into  a
restructuring agreement of their relationship. The Company transferred exclusive
rights to implement its PPT System within  specified  countries in the Far East,
including related trademark and other  intellectual  property rights, to Rentrak
Japan.  In exchange for the  transfer,  Rentrak Japan made a lump sum payment

                                       7
<PAGE>

of $5.7 million to the Company and  released  certain of the  Company's  payment
obligations  totaling  approximately  $1.3 million.  As part of the transaction,
Rentrak Japan's  obligation to pay annual royalties to the Company in connection
with use of its PPT  System was  terminated.  (See Note 1(b) of the Notes to the
Consolidated Financial Statements.)

DIRECT REVENUE SHARING
----------------------

The  Company  provides  direct  revenue  sharing  ("DRS")  services  to  various
Suppliers that also  participate in the PPT System.  The DRS services consist of
data collection,  tracking, auditing and reporting of revenue sharing rental and
sales  transactions  for the  Suppliers,  of  large  retail  chain  video  store
customers  that rent  Cassettes,  DVD's and Video  Games and  engage in  revenue
sharing  arrangements  directly with these  Suppliers.  The Company utilizes its
computer software it developed to collect,  track,  audit and report the results
to the Suppliers under established agreements on a fee for service basis.

BUSINESS INTELLIGENCE SERVICES
------------------------------

The Company has begun to  transform  itself into a leading  provider of business
intelligence  ("BI") services,  by taking advantage of the capabilities it built
through its PPT System  services in the  entertainment  industry.  During fiscal
2003  the  Company  invested  over $4  million  in the  continued  research  and
development  of its suite of  software  and  services  consisting  of Box Office
Essentials,  VideoGame Essentials,  Retail Essentials, VOD Essentials,  Calendar
Essentials  and Supply  Chain  Essentials  for the  entertainment  industry  and
beyond.  The Essentials  software and services  provides unique data collection,
management,   analysis  and   reporting   resulting  in  business   intelligence
information  valuable  to the  Company's  clients  who use these  services.  The
Company began providing Box Office  Essentials  services to clients beginning in
the fourth quarter of fiscal 2003. The Company  believes that the investments it
made in fiscal 2003 and those it intends to make in fiscal 2004 should  begin to
generate  additional  revenues and  contributions to profits of the Company over
the next 12 to 24 months.

FORMOVIES.COM
-------------

Formovies.com  is a website  designed  by the Company  and  dedicated  to assist
consumers  in finding a local video  store  where they can rent and/or  purchase
video products they are  specifically  seeking.  Consumers can find a particular
movie of their  choice by searching on various  attributes  of that title.  Once
found they can then determine the closest video store that carries that product.


Trademarks, Copyrights, and Proprietary Rights
----------------------------------------------

The  Company  has  registered  its  "RENTRAK",  "PPT",  "Pay  Per  Transaction",
"Ontrak", "BudgetMaker",  "DataTrak", "Prize Find" , "BlowOut Video", "Fastrak",
"GameTrak",   "RPM",   "Videolink+",   "Unless  You're  Rich  Enough   Already",
"Sportrak",  "Movies For The Hungry  Mind",  "VidAlert",  "Active  Home  Video",
"Movie  Wizard",  and "Gotta Have It Guarantee"  marks under  federal  trademark
laws. The Company has applied and obtained  registered status in several foreign
countries for many of its  trademarks.  The Company has filed an  application to
register its "Essentials"  trademark.  The Company claims a copyright in its RPM
Software and considers it to be  proprietary.  The Company has also filed notice
and claims a copyright on its Essentials software.

                                       8
<PAGE>

Employees
---------

As of March 31,  2003,  including  all  subsidiaries,  the Company  employed 293
active  employees.  The Company considers its relations with its employees to be
good.

Financial Information About Industry Segments
---------------------------------------------

See  Note  13  of  the  Notes  to  the  Consolidated  Financial  Statements  for
information regarding the Company's business segments.

Website
-------

The Company  maintains  its website at  www.rentrak.com.  The Company  makes its
periodic and current reports  available,  free of charge, on its website as soon
as reasonably  practicable after such material is electronically  filed with, or
furnished to, the SEC.

ITEM 2.          PROPERTIES

The Company  currently  maintains its  headquarter  offices in Portland,  Oregon
where it leases 48,800  square feet of office space.  The lease began on January
1, 1997 and  expires on  December  31,  2006.  The  Company's  subsidiary,  3PF,
maintains one  distribution  facility in  Wilmington,  Ohio and one in Columbus,
Ohio where it leases  121,600  and  388,264  square  feet,  respectively.  These
distribution  facilities  also include  administrative  office space.  These two
distribution  facility leases expire on December 31, 2010 and February 28, 2008,
respectively.  (See Note 3 of the Notes to the Consolidated Financial Statements
regarding  the sale of 3PF's  assets  and the  impact to the leases of these two
distribution facilities.)

ITEM 3.          LEGAL PROCEEDINGS

The  Company  may from time to time be a party to legal  proceedings  and claims
that arise in the ordinary course of its business. In the opinion of management,
the amount of any ultimate  liability with respect to these potential actions is
not  expected  to  materially  affect  the  financial  position  or  results  of
operations  of the  Company as a whole.  The Company  currently  has no material
outstanding litigation.

ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders of the Company through the
solicitation  of proxies or  otherwise  during the fourth  quarter of the fiscal
year covered by this report.

                                       9
<PAGE>

                                     PART II

ITEM 5.          MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                 MATTERS

The Company's  common stock,  $.001 par value,  is traded on the Nasdaq National
Market,  where its prices are quoted under the symbol "RENT". As of June 2, 2003
there were approximately 300 holders of record of the Company's common stock. On
June 2, 2003, the closing sales price of the Company's common stock as quoted on
the Nasdaq National Market was $5.99.

The  following  table sets forth the  reported  high and low sales prices of the
Company's  common stock for the periods  indicated  as  regularly  quoted on the
Nasdaq National Market.


    -------------------------------------------------------------
          QUARTER ENDED            HIGH               LOW
    -------------------------------------------------------------
    JUNE 30, 2001                  $4.90             $2.99
    -------------------------------------------------------------
    SEPTEMBER 30, 2001             $3.74             $2.86
    -------------------------------------------------------------
    DECEMBER 31, 2001              $5.93             $3.00
    -------------------------------------------------------------
    MARCH 31, 2002                 $8.00             $5.50
    -------------------------------------------------------------
    June 30, 2002                  $7.20             $4.58
    -------------------------------------------------------------
    September 30, 2002             $5.03             $3.27
    -------------------------------------------------------------
    December 31, 2002              $5.79             $3.76
    -------------------------------------------------------------
    March 31, 2003                 $6.00             $4.31
    -------------------------------------------------------------

DIVIDENDS
---------

Holders of the Company's common stock are entitled to receive  dividends if, as,
and when  declared  by the Board of  Directors  out of funds  legally  available
therefore, subject to the dividend and liquidation rights of any preferred stock
that may be issued.

No cash dividends have been paid or declared  during the last five fiscal years.
The present  policy of the Board of Directors  is to retain  earnings to provide
funds for operation and  expansion of the Company's  business.  The Company does
not intend to pay cash dividends in the foreseeable future.

                                       10
<PAGE>


ITEM 6.    SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

                                                                          (In Thousands Except Per Share Amounts)
                                                                                     Year Ended March 31,
                                                                   2003          2002          2001           2000          1999
                                                            -----------------------------------------------------------------------
Statement of Operations Data
  Revenues:
<S>                                                              <C>           <C>            <C>           <C>           <C>
        Order processing fees                                    $ 15,081      $ 16,866       $ 18,563      $ 22,331      $ 21,854
        Transaction fees                                           42,258        44,102         55,752        61,476        72,240
        Sell-through fees                                           8,558         7,324          8,431         9,826        12,280
        Communication fees                                          1,185         1,136          1,509         2,099         2,228
        Fulfillment                                                15,266        15,342         20,137         8,337         6,395

        Other                                                       3,872        11,224          3,668         3,624         3,227
                                                            -----------------------------------------------------------------------
   Total revenues                                                  86,220        95,994        108,060       107,693       118,224
                                                            -----------------------------------------------------------------------
Operating costs and expenses:
   Cost of sales                                                   70,962        71,979         86,808        87,617        99,807
   Selling and administrative expense                              14,786        17,282         31,002        25,360        15,555
   Net (gain) loss on litigation settlements                         (362)       (1,563)          (225)       (7,792)         1,099
   Asset impairment                                                   844           424              -             -             -
                                                            -----------------------------------------------------------------------
   Total operating cost and expenses                               86,230        88,122        117,585       105,185       116,461
   Income (loss) from continuing operations                           (10)        7,872         (9,525)        2,508         1,763
  Other income (expense)                                              179         7,913         (2,149)       (1,389)           597
                                                            -----------------------------------------------------------------------
   Income (loss) from continuing operations before
       income tax (provision) benefit and loss from
          discontinued operations                                     169        15,785        (11,674)        1,119         2,360
   Income tax (provision) benefit                                     (85)       (5,998)         4,356          (275)         (919)
                                                            -----------------------------------------------------------------------
   Income (loss) from continuing operations                            84         9,787         (7,318)          844         1,441
   Income (loss) from discontinued operations (1)                    (582)         (793)          (259)        2,581           602
                                                            -----------------------------------------------------------------------
   Net income (loss)                                              $  (498)      $ 8,994       $ (7,577)      $ 3,425       $ 2,043
                                                            -----------------------------------------------------------------------
Earnings (loss) per share:
  Basic:
     Continuing operations                                        $  0.01       $  0.94       $  (0.61)      $  0.08       $  0.13
     Discontinued operations                                        (0.06)        (0.08)         (0.02)         0.25          0.06
                                                            -----------------------------------------------------------------------
        Net income (loss)                                         $ (0.05)      $  0.86       $  (0.63)      $  0.33       $  0.19
                                                            =======================================================================
  Diluted:
     Continuing operations                                        $  0.01       $  0.92       $ (0.61)       $  0.08       $  0.13
     Discontinued operations                                       (0.06)        (0.07)         (0.02)          0.24          0.05
                                                            -----------------------------------------------------------------------
        Net income (loss)                                         $ (0.05)      $  0.85       $  (0.63)      $  0.32       $  0.18
                                                            =======================================================================
  Common shares and common share equivalents
       used to compute diluted EPS                                  9,779        10,613         11,985        10,759        11,057

                                                                2003          2002          2001           2000          1999
                                                            -----------------------------------------------------------------------
Balance Sheet Data
   Working Capital                                                $ 0,875       $11,676       $  3,866       $ 9,360       $  (293)
   Total Assets                                                    30,726        38,612         39,126        50,473        46,262

   Long-term Liabilities                                              668           496          1,175             -             -
   Stockholders' Equity                                            15,437        17,278         11,387        18,081        12,274

(1)   See Note 2 of the Notes to the Consolidated Financial Statements. Fiscal
      years 1999 and 2000 include the discontinued operations of BlowOut
      Entertainment.

</TABLE>

                                       11
<PAGE>


ITEM 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS

Forward Looking Statements
--------------------------

Certain  information  included  in the  Annual  Report on Form  10-K  (including
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations   regarding  revenue  growth,  gross  profit  margin  and  liquidity)
constitute  forward-looking  statements  that  involve  a number  of  risks  and
uncertainties.  Forward  looking  statements  may be  identified  by the  use of
forward-looking   words   such   as   "may",   "will",   "expects",   "intends",
"anticipates", "estimates", or "continues" or the negative thereof or variations
thereon or comparable  terminology.  The following factors are among the factors
that could cause actual results to differ  materially  from the  forward-looking
statements:  the  Company's  ability  to  continue  to  market  the  PPT  System
successfully,  the financial stability of the Participating  Retailers and their
performance of their obligations under the PPT System, the closure of subsidiary
operations, non-renewal of the Company's line of credit, business conditions and
growth in the video industry and general economic conditions,  both domestic and
international;  competitive factors, including increased competition,  expansion
of revenue sharing programs other than the PPT System by Program Suppliers,  new
technology, and the continued availability of Units from Program Suppliers. This
Annual Report on Form 10-K further describes some of these factors.  (References
to Notes are to Notes to the Consolidated  Financial Statements included in Item
8 of this report.)

Results of Operations
---------------------

Fiscal 2003 Compared to Fiscal 2002

PPT Operations and Other Continuing Subsidiaries
------------------------------------------------

For the fiscal year ended  March 31,  2003,  the  Company's  total  consolidated
revenue  decreased $9.8 million to $86.2 million from $96.0 million in the prior
fiscal year. Total  consolidated  revenue includes the following PPT System fees
in the PPT business  segment:  order  processing  fees generated when Cassettes,
DVD's and Video Games ("Units") are ordered by and distributed to  Participating
Retailers; transaction fees generated when Participating Retailers rent Units to
consumers;  sell-through fees generated when Participating  Retailers sell Units
to consumers;  communication  fees when Participating  Retailers'  point-of-sale
systems are connected to the Company's information system; and sell-through fees
when  Participating  Retailers  purchase Units at the end of the lease term. PPT
business  segment  revenues also include direct  revenue  sharing fees from data
tracking and reporting  services provided by the Company to Studios,  as well as
charges   for   internet   services   provided  by  the   Company's   subsidiary
formovies.Com,  Inc. In addition, other revenue includes charges to customers of
the  Company's  subsidiary  3PF  which  provides  e-commerce  order  processing,
fulfillment and inventory management services, and royalty payments from Rentrak
Japan through 2002.

The decrease in total  consolidated  revenue in fiscal 2003 was primarily due to
the fact that in 2002 the  Company  earned  royalties  and other  revenues  from
Rentrak  Japan  totaling $6.4 million.  The Company's  arrangement  with Rentrak
Japan ended in fiscal  2002.  In fiscal 2003 the Company  earned $0 revenue from
Rentrak  Japan  (See  Note  1b).  The

                                       12
<PAGE>

decrease in consolidated  revenue was  additionally  due to (1) a decline in the
number  of  rental  turns of the  Units  in the  stores;  and  (ii) PPT  "output
programs"  and other PPT  programs  under  which the  program  supplier  and the
Company  agreed  to  charge a lower  order  processing  and  transaction  fee in
exchange for Retailers  committing  to take an increased  total number of Units.
These programs were a response to the shift from the VHS cassette  format to the
DVD format and  resulted  in an  increased  total  number of Units  leased but a
reduced amount of fees per Unit.

In fiscal 2003, the PPT business segment revenues were $71.0 million, a decrease
of $3.3 million,  or 4 percent,  from $74.3 million in fiscal 2002. The decrease
consisted of the following  items.  Order  processing-fee  revenue  decreased to
$15.1 million from $16.9 million in fiscal 2002, a decrease of $1.8 million,  or
11 percent.  Transaction-fee  revenue totaled $42.3 million,  a decrease of $1.8
million, or 4 percent, from $44.1 million the previous fiscal year. Sell-through
revenue was $8.6  million in fiscal  2003 as compared to $7.3  million in fiscal
2002, an increase of $1.3 million or 18 percent.  Communication  fee revenue was
$1.2  million in fiscal  2003 as  compared to $1.1  million in fiscal  2002,  an
increase of $0.1 million, or 9 percent.

Also included in the PPT business segment are the following other revenues:  (i)
direct revenue  sharing fees totaling $3.1 million in fiscal 2003, a decrease of
$0.8 million, or 21 percent, from $3.9 million in fiscal 2002; and (iii) royalty
and other  revenues  totaling  $0.7  million in fiscal 2003 and $0.8  million in
fiscal 2002. The direct revenue  sharing fee decrease was  substantially  due to
the  termination  of an  agreement  between one of the  Company's  major  studio
customers and a major  retailer.  The Company  believes that that agreement will
soon be renewed.

Cost of sales in the PPT business segment  consists of order  processing  costs,
transaction  costs,  sell through costs and freight  costs,  and  represents the
direct costs to produce the PPT revenues.  Order processing  costs,  transaction
costs and sell through  costs  represent  the amounts due the Program  Suppliers
that hold the  distribution  rights  to the  cassettes,  DVD's  and Video  Games
("Units") under agreement with the Company.  Freight costs represent the cost to
pick, pack and ship orders of Units to the Participating Retailers.

Cost of sales for the PPT  business  segment in fiscal 2003  decreased  to $55.7
million from $57.3 million the prior fiscal year, a decrease of $1.6 million, or
3 percent.  The change is  primarily  due to the factors  that led to changes in
revenue as noted above. In fiscal 2003 the Company's PPT business  segment gross
profit  margin  decreased to 22 percent from 23 percent the previous  year.  The
decrease  in  gross  margin  is   partially   due  to  an  increase  in  warrant
amortization.  Management  elected to fully  amortize the remaining  unamortized
value of  warrants  as of March 31,  2003  previously  issued to a  customer  in
conjunction with a service  agreement based on the expectation that the customer
would not be utilizing the services of the Company in future periods.  (See Note
9)

Selling,  General & Administrative  expenses in the PPT business segment consist
of the indirect  costs to sell,  administer  and manage the PPT business.  These
expenses consist primarily of compensation and benefits, development,  marketing
and  advertising  costs,  legal and  professional  fees,  communications  costs,
depreciation  and  amortization of tangible fixed assets and software,  real and
personal property leases, as well as other general corporate expenses.

                                       13
<PAGE>


PPT business segment selling and  administrative  expenses were $12.4 million in
fiscal 2003  compared to $12.3  million in fiscal  2002.  This  increase of $0.1
million, or 1 percent,  was primarily  attributable to costs associated with the
development of new software and services  including Box Office  Essentials,  the
Company's  recently  developed  software and service  that  collects and reports
information  on  theatrical  releases of movie titles for the  studios.  Item 1.
Business - Business  Intelligence  Services  of this  report  further  describes
certain of these factors.

The net  gain  from  the  litigation  settlement  with a prior  customer  of the
Company,  Hollywood  Entertainment,  was $1,563,000 for fiscal 2002 and $362,000
for fiscal 2003.  The  $1,563,000  of proceeds  from the claim settled in fiscal
2002 was  received  in May 2002 from  Hollywood  Entertainment  and related to a
breach of a fulfillment  contract.  In April 2002, in a confidential  settlement
agreement,  Hollywood  agreed to pay an  additional  $362,000  to the Company to
resolve all outstanding issues between the two parties.

PPT other  income  (expense)  was an  expense  of $0.1  million  in fiscal  2003
compared to income of $8.1 million for fiscal 2002, a decrease of $8.2  million.
This  decrease is primarily due to an $8.0 million  recognition  of other income
related to the business  restructuring  with  Rentrak  Japan in fiscal 2002 (See
Note 1b).

As a result of the above,  for the fiscal year ended March 31, 2003, the Company
recorded pre-tax income of $3.4 million, or 5 percent of total revenue, from its
PPT  business,  compared to pre-tax  income of $19.9  million,  or 25 percent of
total  revenue,  in the prior fiscal year  including  royalty  revenue and other
income from the Rentrak Japan business restructuring (See Note 1b),

The Cassette,  DVD, and Video Game distribution business is a highly competitive
industry  that is rapidly  changing.  The effect of these  changes  could have a
material impact on the Company's operations.  Item 1.  Business--Competition  of
this report further describes certain of these factors.

Included in other consolidated  revenue are the results from other subsidiaries,
primarily the operations of 3PF.

Revenues  in the  3PF  business  segment  generally  consist  of  storage  fees,
receiving fees,  handling fees,  special service fees, freight charges and other
fees.  These fees represent the continuum of services  provided by 3PF from: (i)
receipt of client product(s) into the distribution facility; (ii) storage of the
client product(s);  (iii) the picking and packing services  (handling) and other
special  services  for client  product(s)  to prepare for  shipment , and:  (iv)
freight charges for the administration of the client shipping and the charges by
various carriers to ship the clients' product to their customers.

Cost of sales in the 3PF  business  segment  consist of  freight,  compensation,
agency employees,  supplies, occupancy,  equipment leases and depreciation,  and
represent  the  direct  costs  to  produce  the  fulfillment  revenues.  Freight
represents the charges by various carriers to 3PF to ship its clients'  products
to their customers.  Compensation  and agency  employees  represent the costs of
management and staff cost directly involved in the daily fulfillment operations.
Occupancy  represents  the  facility  costs of the real  property to conduct the
fulfillment operations.  Equipment leases and depreciation represent the cost of
equipment and other assets used in the fulfillment operations.

                                       14
<PAGE>


Selling,  General & Administrative  expenses in the 3PF business segment consist
of the indirect costs to sell,  administer and manage the fulfillment  business.
These expenses  consist  primarily of  compensation  and benefits,  development,
marketing and advertising  costs,  legal and professional  fees,  communications
costs,  depreciation  and  amortization  of tangible  fixed assets and software,
personal property leases, as well as other general corporate expenses.

Total revenues from 3PF were $15.3 million for fiscal 2003 and $15.3 million for
fiscal 2002.  Cost of sales was $15.3 million,  an increase of $0.6 million from
the $14.7 million recorded in fiscal 2002. This increase is primarily due to the
on-going  carrying  cost of  unutilized  distribution  facility  capacity.  As a
percentage  of total 3PF  revenue,  total cost of sales was 100  percent  and 93
percent  for fiscal  2003 and 2002,  respectively.  Selling  and  administrative
expenses  decreased  to $2.4  million in fiscal 2003 from $4.1 million in fiscal
2002, a decrease of $1.7 million. As a percentage of total revenue,  selling and
administrative  expenses decreased to 16 percent for fiscal 2003 from 27 percent
for the prior  fiscal  year.  The $1.7 million  decrease  was  primarily  due to
decreased compensation, advertising, travel and entertainment expenses and other
costs as the Company  continued to adjust its overhead  infrastructure to better
fit the operating size of its business.

In June 2002,  3PF entered into an agreement to sublease  approximately  194,000
square  feet of its  distribution  facility  in  Columbus,  Ohio to its  largest
customer.  The term of the lease  expires July 31, 2006.  The sublease  requires
monthly rent  payments to 3PF under  amounts,  terms and  conditions  similar to
3PF's master lease for this facility.  Additionally  in June 2002 in conjunction
with the  facility  sublease,  3PF  entered  into a  financing  lease  with this
customer for the existing  equipment within this  distribution  facility and the
associated  costs  for  additional  equipment  to  configure  the  layout to the
customer's  specifications.  This  lease,  upon  expiration,  contains  a  $1.00
purchase  option.  The financing  lease for the equipment was recorded as a note
receivable in the amount of $1,838,062  payable to 3PF in monthly  installments.
The current and  long-term  portions of this note  receivable  were $496,947 and
$1,076,395  respectively.  The  transaction  resulted in a deferred  gain in the
amount of $509,044 which is being  recognized as interest  income by 3PF ratably
throughout the life of the lease.

In 2003,  management  determined  that it is unlikely that 3PF would achieve its
business  plans and  initiated a plan to sell the assets of 3PF.  Prior to March
31, 2003, it was determined  that,  more likely than not,  substantially  all of
3PF's  assets  would be sold or  otherwise  disposed  of.  As a  result  of this
determination,  management assessed during the quarter ended March 31, 2003, the
current and historical  operating and cash flow losses,  prospects for growth in
revenues and other alternatives for improving the operating results of 3PF

Accordingly,  management  performed an  assessment  of the fair value of the 3PF
assets  under the  guidelines  of SFAS 144,  Accounting  for the  Impairment  of
Long-Lived  Assets.  This  assessment  resulted  in  3PF  recognizing  an  asset
impairment  expense  during the  three-month  period ended March 31, 2003 in the
amount of  $844,041  for the write down of its assets to  estimated  fair market
value of approximately $800,000.

On June 17, 2003 the Company announced it signed a definitive  agreement to sell
substantially all of the assets of 3PF at the Wilmington,  Ohio, operation.  The
agreement  covers all  equipment  and  leasehold  improvements  at 3PF's  leased
distribution  facility in Wilmington,  Ohio, as well as a portion of its working
capital.  As part of the agreement,

                                       15
<PAGE>

3PF as lessee and Rentrak as guarantor  have been released  from the lease.  The
cash purchase price of $800,000 is approximately  equal to the net book value of
the assets sold at March 31,  2003.  During the sale  negotiations,  the Company
received notification from 3PF's largest customer, serviced exclusively from the
leased distribution facility in Columbus, Ohio, that it does not intend to renew
its fulfillment service contract upon the scheduled expiration at July 31, 2003.
As a result, the Columbus,  Ohio distribution  facility lease is not included in
the asset sale transaction.  The Columbus,  Ohio distribution  facility has been
used  exclusively  to service this customer and as of August 1, 2003 will not be
in use.  The  Company  plans to begin the  settlement  of this lease  obligation
immediately upon the closing of the asset sale transaction  which is expected to
occur in the 2003 second fiscal quarter.

See Note 3 of the Consolidated  Financial  Statements regarding other aspects of
3PF.

3PF other income (expense) was an expense of $250,000 in fiscal 2002 compared to
$0 in fiscal  2003.  This expense was due to the  write-off  of an  unrealizable
investment previously made in a former customer.

As a result of the foregoing factors,  for the fiscal year ended March 31, 2003,
3PF recorded a pre-tax  loss of $3.2  million,  or 21 percent of total  revenue.
This compares with pre-tax loss of $4.1 million, or 27 percent of total revenue,
in fiscal  2002.  As a result of this  aforementioned  asset  sale,  the Company
expects its  consolidated  revenues  and costs,  as a result of the revenues and
costs  that were  historically  associated  with the  discontinuance  of the 3PF
operations, to decrease in fiscal year 2004 as a result.

As a result of the above,  for the fiscal year ended March 31, 2003, the Company
recorded  consolidated pre-tax income from continuing operations of $168,905, or
less than 1 percent of total  consolidated  revenue,  compared  to  consolidated
pre-tax income from  continuing  operations of $15.8  million,  or 16 percent of
total consolidated revenue, in the prior fiscal year.

The  consolidated  effective tax rate for continuing  operations for fiscal 2003
and fiscal 2002 was 50 percent and 38 percent, respectively.

Discontinued Operations
-----------------------

Due  to the  significant  increase  in  sell  through  activity  throughout  the
industry,  the  operations  of BlowOut  Video did not meet the  expectations  of
management.  As a result,  during the  three-month  period  ended June 30, 2002,
management  initiated  a plan to  discontinue  the retail  store  operations  of
BlowOut Video.  The plan called for an exit from the stores by the end of fiscal
2003,  either through  cancellation of the lease  commitments and liquidation of
assets,  or through sale of the stores to a third  party.  As of March 31, 2003,
all operations had ceased.  Rentrak plans to continue selling its  contractually
available  end-of-term PPT revenue sharing product through broker channels after
the store operations are fully discontinued.

BlowOut Video generated revenues of $2.6 million and a net loss of $0.6 million,
or $0.06 per share,  operating  three  stores in the year ended March 31,  2003,
compared  with  revenues of $6.6 million and a net loss of $0.8 million or $0.07
per  diluted  share,  during  the year ended  March 31,  2002,  during  which it
operated seven stores.

                                       16
<PAGE>


Fiscal 2002 Compared to Fiscal 2001

PPT Operations and Other Continuing Subsidiaries
------------------------------------------------

For the year ended March 31, 2002,  the  Company's  total  consolidated  revenue
decreased $12.0 million to $96.0 million from $108.0 million in the prior fiscal
year. Total  consolidated  revenue includes the following PPT System fees in the
PPT business segment: order processing fees generated when Cassettes, DVD's, and
Video Games ("Units") are ordered by and distributed to Participating Retailers;
transaction fees generated when Retailers rent Units to consumers;  sell-through
fees   generated   when   Participating   Retailers  sell  Units  to  consumers;
communication  fees when  Participating  Retailers'  point-of-sale  systems  are
connected  to  the  Company's   information   system;  and  buy  out  fees  when
Participating  Retailers  purchase  Units  at the  end of the  lease  term.  PPT
business  segment  revenues also include direct  revenue  sharing fees from data
tracking and reporting  services provided by the Company to Studios,  as well as
charges   for   internet   services   provided  by  the   Company's   subsidiary
formovies.Com,  Inc. In addition, total consolidated revenue includes charges to
customers  of the  Company's  subsidiary  3PF which  provides  e-commerce  order
processing,  fulfillment  and  inventory  management  services (See Note 3), and
royalty payments from Rentrak Japan. The other segment formerly included BlowOut
Video,  Inc., a video retailer,  which the Company elected to discontinue during
the three month period ended June 30, 2002 (See Note 2).

The decrease in total consolidated revenue in fiscal 2002 was primarily due to a
decrease in the PPT System  revenues in the PPT  business  segment as the result
of: (i) a decline in the number of total titles  released to the PPT System,  as
well as the number of theatrical titles released and the box office  performance
of those  titles;  and (ii) PPT "output  programs"  and other PPT programs  that
result in an increased total number of Units leased for a reduced amount of fees
per Unit whose rental  volume  produced a decline in revenue.  In addition,  PPT
System  revenue was also  affected by the  willingness  of program  suppliers to
engage in direct revenue sharing  arrangements with the largest retailer chains.
These changes caused decreases in the Company's PPT System order  processing-fee
revenue as well as its transaction-fee revenue. The PPT business segment revenue
decline was partially  offset by an increase in direct  revenue  sharing fees as
the result of increased  business  activity  from these Studio  agreements.  The
decrease in total consolidated revenue was additionally due to decreased revenue
from  3PF's  services  resulting  primarily  from the loss of  customers.  These
revenue  decreases were partially offset by the royalty revenue as the result of
a business restructuring with Rentrak Japan in fiscal 2002 (See Note 1).

In fiscal 2002, PPT business segment revenues were $74.3 million,  a decrease of
$12.5  million,  or 14 percent,  from $86.8  million in fiscal 2001.  During the
year, order processing-fee revenue decreased to $16.9 million from $18.6 million
in fiscal  2001,  a decrease  of $1.7  million,  or 9  percent.  Transaction-fee
revenue totaled $44.1 million, a decrease of $11.7 million, or 21 percent,  from
$55.8 million the previous fiscal year. Sell-through revenue was $7.3 million in
fiscal  2002 as  compared  to $8.4  million in fiscal  2001.  Communication  fee
revenue was $1.1  million in fiscal  2002 as compared to $1.5  million in fiscal
2001, a decrease of $0.4 million, or 27 percent.

Also included in the PPT business segment are the following other revenues:  (i)
direct revenue sharing fees totaling $3.9 million in fiscal 2002, an increase of
$2.0  million,  or 105

                                       17
<PAGE>

percent,  from the $1.9  million  in fiscal  2001;  and (ii)  royalty  and other
revenues totaling $0.8 million in fiscal 2002 and $0.6 million in fiscal 2001.

Royalty and other revenue from Rentrak Japan totaled $6.4 million  during fiscal
2002, as a result of the business  restructuring with Rentrak Japan, compared to
$1.1 million in Rentrak Japan royalty revenue in the previous fiscal year.

Cost of sales in the PPT business  segment  consist of order  processing  costs,
transaction  costs,  sell through  costs and freight  costs,  and  represent the
direct costs to produce the PPT revenues.  Order processing  costs,  transaction
costs and sell  through  costs  represent  the  amounts  due the motion  picture
studios,  video  game  publishers  or other  licensee  or owner of the rights to
certain  video  programming  ("Program  Suppliers")  that hold the  distribution
rights to the  videocassettes,  DVD's and video games  ("Units") under agreement
with the Company. Freight costs represent the cost to pick, pack and ship orders
of Units to the Participating Retailers.

Cost of sales for the PPT  business  segment in fiscal 2002  decreased  to $57.3
million from $68.4  million the prior fiscal year, a decrease of $11.1  million,
or 16 percent. The change is primarily due to the factors that led to changes in
revenue as noted above. In fiscal 2002 the Company's PPT business  segment gross
profit margin, excluding the royalty revenue from Rentrak Japan, increased to 23
percent from 21 percent the previous year.

Selling,  General & Administrative  expenses in the 3PF business segment consist
of the indirect costs to sell,  administer and manage the fulfillment  business.
These expenses  consist  primarily of  compensation  and benefits,  development,
marketing and advertising  costs,  legal and professional  fees,  communications
costs,  depreciation  and  amortization  of tangible  fixed assets and software,
personal property leases, as well as other general corporate expenses.

PPT business segment selling and  administrative  expenses were $12.3 million in
fiscal 2002  compared to $25.5  million in fiscal 2001.  This  decrease of $13.2
million,  or 52 percent,  was primarily  attributable to the following items all
reported in the quarter ended  September 30, 2000: (i) a $1.3 million  severance
payment to the Company's former chairman and chief executive officer;  (ii) $0.6
million in legal  costs and proxy  solicitation  costs  incurred  by the Company
related to the proxy contest at the 2000 annual shareholders meeting; (iii) $0.4
million in costs to reimburse  the dissident  shareholder  group for their legal
and other costs  associated  with the proxy contest;  (iv) $6.1 million of costs
associated  with the reserve or  write-off of  investments  related to customers
participating in the Company's Retailer  Financing Program;  (v) $1.0 million in
write-offs  of  investments  and  other  assets  deemed  by  the  Company  to be
non-realizable;  (vi) $1.4 million in write-offs of accounts receivable based on
the Company's  assessment of the collectibility of those accounts due to changes
in the financial  condition and payment  ability of those  customers and (vii) a
$0.5  million  loss  realized on the sale of stock  received  previously  by the
Company  pursuant to the settlement of a claim with a prior  customer.  The $6.1
million of costs associated with the accounts  receivable  reserve and write off
of investments related to the Company's retailer financing program. This program
consisted of $5.1 million trade accounts  receivable due from two customers as a
result of PPT revenue  transactions  and a $925,216 equity  investment in one of
the companies.  Both these  customers  declared  bankruptcy in the quarter ended
September  30, 2000,  giving rise to this charge.  Additionally,  the  Company's
legal  costs  in  fiscal  2002,  related  to  the  PPT  business,  decreased  by
approximately $1.6 million from the prior fiscal year.

                                       18
<PAGE>

The net  gain  from  the  litigation  settlement  with a prior  customer  of the
Company,  Hollywood  Entertainment,  was  $1,563,000 for fiscal 2002 compared to
$225,000 for fiscal 2001, an increase of approximately  $1.4 million.  While the
settlements in both fiscal years were related to the same prior  customer,  they
related to separate claims. The $1,563,000 of proceeds from the claim settled in
fiscal 2002 was received in May 2002 from Hollywood Entertainment and related to
a  breach  of a  fulfillment  contract  while  most  of the  proceeds  from  the
settlement  relating to the $225,000  recognized in fiscal 2001 were received in
fiscal 2000 when the claim was finalized; the $225,000 represents the receipt of
an insurance settlement in fiscal 2001 relating to this claim.

PPT other  income  (expense)  was an  expense  of $2.1  million  in fiscal  2001
compared  to income of $8.1  million  for  fiscal  2002,  an  increase  of $10.3
million.  This  increase is  primarily  due to: (i) a $0.1  million  decrease in
interest  income;  (ii) a $0.8 million  decrease in interest  expense due to the
payoff of the line of credit at the  beginning of fiscal 2002;  (iii) a decrease
in loss on the sale of  investment  securities,  a loss  realized on the sale of
stock received  previously by the Company  pursuant to the settlement of a claim
with a customer and the write-off of assets,  or write-down of various assets to
their net realizable value,  totaling $1.7 million in fiscal 2001 compared to $0
in fiscal 2002;  and (iv) a $8.0 million  recognition of other income related to
the business restructuring with Rentrak Japan in fiscal 2002.

As a result of the above,  for the fiscal year ended March 31, 2002, the Company
recorded pre-tax income of $19.9 million,  or 25 percent of total revenue,  from
its PPT business,  including  royalty  revenue and other income from the Rentrak
Japan business  restructuring,  compared to a pre-tax loss of $7.9 million, or 9
percent of total revenue, in the prior fiscal year.

The Cassette and DVD distribution business is a highly competitive industry that
is rapidly changing. The effect of these changes could have a material impact on
the Company's operations.  Item 1.  Business--Competition of this report further
describes certain of these factors.

Included in other consolidated  revenue are the results from other subsidiaries,
primarily the operations of 3PF.

Revenues  in the  3PF  business  segment  generally  consist  of  storage  fees,
receiving fees,  handling fees,  special service fees, freight charges and other
fees.  These fees represent the continuum of services  provided by 3PF from: (i)
receipt of client product(s) into the distribution facility; (ii) storage of the
client product(s);  (iii) the picking and packing services  (handling) and other
special  services  for client  product(s)  to prepare for  shipment , and:  (iv)
freight charges for the administration of the client shipping and the charges by
various carriers to ship the clients' product to their customers.

Cost of sales in the 3PF  business  segment  consist of  freight,  compensation,
agency employees,  supplies, occupancy,  equipment leases and depreciation,  and
represent  the  direct  costs  to  produce  the  fulfillment  revenues.  Freight
represents the charges by various carriers to 3PF to ship its clients ` products
to their customers.  Compensation  and agency  employees  represent the costs of
management and staff cost directly involved in the daily fulfillment operations.
Occupancy  represents  the  facility  costs of the

                                       19
<PAGE>

real  property  to conduct  the  fulfillment  operations.  Equipment  leases and
depreciation  represent  the cost of  equipment  and  other  assets  used in the
fulfillment operations.

Selling,  General & Administrative  expenses in the 3PF business segment consist
of the indirect costs to sell,  administer and manage the fulfillment  business.
These expenses  consist  primarily of  compensation  and benefits,  development,
marketing and advertising  costs,  legal and professional  fees,  communications
costs,  depreciation  and  amortization  of tangible  fixed assets and software,
personal property leases, as well as other general corporate expenses.

Total  revenues  from 3PF decreased to $15.3 million for fiscal 2002 compared to
$20.1 million for fiscal 2001, a decrease of $4.8 million,  or 23 percent.  This
decrease was primarily due to the loss of two key  customers,  one at the end of
fiscal 2001 and the other early in 2002,  whose  fiscal  2001  revenues  totaled
approximately  $9.7 million,  offset partially by significant fiscal 2002 growth
of revenues from 3PF's largest customer and modest revenues from the addition of
new  customers in fiscal 2002.  Cost of sales was $14.7  million,  a decrease of
$3.7 million from the $18.4  million  recorded in fiscal 2001.  This decrease is
primarily due to the  corresponding  decrease in revenue noted above,  offset by
the on-going carrying cost of unutilized  distribution  facility capacity.  As a
percentage  of total 3PF  revenue,  total  cost of sales was 96  percent  and 92
percent  for fiscal  2002 and 2001,  respectively.  Selling  and  administrative
expenses  decreased  to $4.1  million in fiscal 2002 from $5.5 million in fiscal
2001, a decrease of $1.4 million. As a percentage of total revenue,  selling and
administrative  expenses increased to 27 percent for fiscal 2002 from 24 percent
for the prior fiscal year. The $1.4 million decrease was primarily due to a $0.7
million  recovery  of an  amount  reserved  in fiscal  2001 for the  anticipated
non-collection of one of 3PF's trade accounts due the Company as the result of a
bankruptcy  filing  by the  customer.  This  decrease  was  also the  result  of
decreased compensation, advertising, travel and entertainment expenses and other
costs as the Company  adjusted  its  overhead  infrastructure  to better fit the
operating size of its business.  The Company expects to continually evaluate its
selling and administrative  expenses and appropriately align them in conjunction
with the overall size of business it is operating.

3PF's other income  (expense) was an expense of $250,000 in fiscal 2002 compared
to $0 in fiscal 2001.  This expense was due to the write-off of an  unrealizable
investment previously made in a former customer.

As a result of the foregoing factors,  for the fiscal year ended March 31, 2002,
3PF recorded a pre-tax  loss of $4.1  million,  or 27 percent of total  revenue.
This compares with pre-tax loss of $3.8 million, or 19 percent of total revenue,
in fiscal 2001.

As a result of the above,  for the fiscal year ended March 31, 2002, the Company
recorded  consolidated  pre-tax  income  from  continuing  operations  of  $15.8
million, or 16 percent of total consolidated revenue, compared to a consolidated
pre-tax loss from continuing operations of $11.7 million, or 11 percent of total
consolidated revenue, in the prior fiscal year.

The  consolidated  effective tax rate providing the tax provision for continuing
operations  for  fiscal  2002  was  38.0  percent,  compared  to a  consolidated
effective tax rate of 37.3 percent providing the tax benefit for fiscal 2001.

                                       20
<PAGE>

Discontinued Operations
-----------------------

Due  to the  significant  increase  in  sell  through  activity  throughout  the
industry,  the  operations  of  BlowOut  Video  have not  continued  to meet the
expectations of management.  As a result,  during the  three-month  period ended
June 30,  2002,  management  initiated a plan to  discontinue  the retail  store
operations of BlowOut Video.  The plan called for an exit from the stores by the
end of fiscal 2003,  either through  cancellation  of the lease  commitments and
liquidation  of assets,  or through sale of the stores to a third  party.  As of
March 31, 2003, all operations had ceased. Rentrak plans to continue selling its
contractually  available  end-of-term PPT revenue sharing product through broker
channels after the store operations are fully discontinued.

BlowOut Video, whose operations were completely  discontinued during fiscal 2003
as described  above,  generated  revenues of $6.6 million and a net loss of $0.8
million,  or $0.07 per diluted share, in the year ended March 31, 2002, compared
with revenues of $9.8 million and a net loss of $0.3 million or $0.02 per share,
during the year ended March 31, 2001.

FINANCIAL CONDITION

At March 31, 2003,  total assets were $30.7 million,  a decrease of $7.9 million
from $38.6 million a year earlier. The Company had $10.1 million of cash on hand
at March 31, 2003  compared to $12.0  million at March 31,  2002,  a decrease of
$1.9 million (see the  Consolidated  Statement of Cash Flows in the accompanying
Consolidated  Financial  Statements).  Net accounts  receivable  decreased  $1.5
million from $11.2  million at March 31, 2002 to $9.7 million at March 31, 2003,
primarily due to a reduction in revenue.  Other current  assets  decreased  $1.3
million from $3.7 million at March 31, 2002,  to $2.4 million at March 31, 2003.
Current assets of discontinued operations decreased to $0 at March 31, 2003 from
$2.2 million at March 31, 2002 as the BlowOut Video operations had ceased.

Property  and  equipment  decreased  $1.5 million from $3.9 million at March 31,
2002 to $2.4 million at March 31, 2003,  primarily due to the  impairment of 3PF
equipment  and the sale of  equipment  to one of 3PF's  customers  (See Note 3).
Other assets  increased $0.7 million from $1.2 million at March 31, 2002 to $1.9
million at March 31, 2003 due to a financing lease with one of 3PF's customers.

At March 31, 2003,  total  liabilities  were $15.3  million,  a decrease of $6.0
million from $21.3 million at March 31, 2002. Accrued liabilities increased $0.6
million  from $0.5  million at March 31, 2002 to $1.1 million at March 31, 2003.
Accounts payable  decreased $5.5 million from $18.2 million at March 31, 2002 to
$12.7 million at March 31, 2003, primarily due to the timing of studio and other
vendor payments, and as a result of lower revenues and associated cost of sales.
Net current liabilities of discontinued  operations decreased to $0 at March 31,
2003 from $0.4  million at March 31, 2002 as the BlowOut  Video  operations  had
ceased.  Total deferred revenue decreased  approximately  $0.2 million from $0.4
million at March 31, 2002 to $0.2 million at March 31, 2003.

At March 31, 2003, stockholders' equity was $15.4 million, a decrease of $1.9
million from $17.3 million at March 31, 2002. Most of this decrease in
stockholders' equity is attributable to: (i) the reduction in common stock and
capital in excess of par value as the

                                       21
<PAGE>

result  of the  repurchase  of  386,800  shares  during  fiscal  2003  under the
Company's  stock  repurchase  program;  and (ii) the increase in the accumulated
deficit due to the consolidated net loss of $0.5 million for fiscal 2003.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2003,  the Company had cash and other liquid  investments  of $10.1
million,  compared  to $12.0  million at March 31,  2002.  At March 31, 2003 the
Company's current ratio (current  assets/current  liabilities) was 1.74 compared
to 1.56 a year earlier.

In May 2000 the Company obtained a line of credit with a lender in an amount not
to exceed the lesser of (a) $12  million or (b) the sum of 85% of the net amount
of eligible accounts receivable.  Interest under the line was payable monthly at
the bank's prime rate plus 1/4% (5.0% at March 31,  2002).  The line was secured
by substantially all of the Company's assets.  The terms of the credit agreement
include financial covenants requiring:  (1) $15 million of tangible net worth to
be maintained at all times;  (2) a  consolidated  net profit to be achieved each
fiscal year equal to or exceeding  $1.00,  and (3) $5 million of working capital
to be maintained at all times. The agreement also restricted the amount of loans
and  indebtedness  and limited the payment of dividends on the Company's  stock,
among other restrictions.  Based upon the financial results reported as of March
31, 2002 and the twelve month period then ended,  the Company was in  compliance
with the three  financial  covenants at March 31, 2002.  At March 31, 2002,  the
Company had no outstanding borrowings under this agreement.

On May 26, 2002, the Company canceled its line of credit described above. On May
30, 2002, the Company entered into an agreement for a new secured revolving line
of credit.  The line of credit carries a maximum limit of $4,500,000 and expires
on July 1, 2003.  The Company has the choice of either the bank's prime interest
rate or LIBOR +2%.  The line is secured by  substantially  all of the  Company's
assets. The terms of the credit agreement include financial covenants requiring:
(1) $16  million of  tangible  net worth to be  maintained  at all times;  (2) a
consolidated  net profit to be achieved each fiscal  quarter  beginning with the
quarter  ending  September  30, 2002 of a minimum of $1.00;  (3) minimum year to
date profit of $1.00 (excluding  certain exempted  expenses)  beginning with the
quarter ending  September 30, 2002; and (4) achievement of specific  current and
leverage financial ratios. Based upon the financial results reported as of March
31, 2003, and for the three and twelve month periods then ended, the Company has
determined it is not in compliance with the tangible net worth covenant at March
31, 2003,  and net profit  financial  covenants  for the periods ended March 31,
2003. The Company has obtained a waiver of  non-compliance  with these financial
covenants  at March 31, 2003 and for the three and twelve  month  periods  ended
March  31,  2003.  At March  31,  2003 and June 24,  2003,  the  Company  had no
outstanding borrowings under this agreement.

Effective  June 16,  2003,  the bank  extended the current line of credit to the
Company  through  October 1, 2003,  under the same general terms and  conditions
while the  Company  and the bank  finalize  a new line of  credit.  The  Company
believes  the new line of credit  will be  finalized  not later than  October 1,
2003.

In 1992, the Company established a Retailer Loan Program whereby, on a selective
basis,  it  provided  financing  to  Participating  Retailers  that the  Company
believed  had  the  potential  for  substantial  growth  in  the  industry.  The
underlying  rationale  for this  program was the

                                       22
<PAGE>

belief  that  the  Company  could  expand  its  business  and at the  same  time
participate in the rapid growth  experienced by the video  retailers in which it
invested. During fiscal 2001, the Company discontinued new financings under this
program  and  provided   reserves  of  $6.6  million   representing  the  entire
outstanding  balance  of the  program  loans.  The  Company  continues  to  seek
enforcement  of  agreements  entered  into in  connection  with this  program in
accordance with their terms to the extent practicable.

The Company's sources of liquidity include its cash balance, cash generated from
operations and its available credit  resources.  Based on the Company's  current
budget and projected cash needs, the Company believes these available sources of
liquidity  will be  sufficient  to fund the  Company's  operations  and  capital
requirements for the fiscal year ending March 31, 2004.

                                       23
<PAGE>


                               Rentrak Corporation
                        Table of Contractual Obligations
                              As of March 31, 2003

<TABLE>
<CAPTION>


------------------------------------------------------------------------------------------------------------------
        Contractual Obligations                                  Payments due by period
------------------------------------------------------------------------------------------------------------------
                                            Total       Less than 1     1-3 years     3-5 years     More than 5
                                                           year                                        years
------------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>            <C>           <C>           <C>
       Capital Lease Obligations           $309,416      $110,508       $198,908          -              -
------------------------------------------------------------------------------------------------------------------
      Operating Lease Obligations         13,689,501     2,634,692      5,289,028     $4,204,122    $1,561,659
------------------------------------------------------------------------------------------------------------------
          Purchase Obligations             475,871        475,871           -             -              -
------------------------------------------------------------------------------------------------------------------
         Executive Compensation           3,540,049      1,859,562      1,625,987       54,500           -
------------------------------------------------------------------------------------------------------------------
                 Total                    18,014,837     5,080,633      7,113,923      4,258,622     1,561,659
------------------------------------------------------------------------------------------------------------------
</TABLE>

Critical Accounting Policies
----------------------------

The  Company  considers  as its most  critical  accounting  policies  those that
require the use of estimates and assumptions,  specifically, accounts receivable
reserves and studio  guarantee  reserves.  In  developing  these  estimates  and
assumptions, the Company takes into consideration historical experience, current
and expected  economic  conditions and other relevant data.  Please refer to the
Notes to the  Consolidated  Financial  Statements  for a full  discussion of the
Company's accounting policies.

Allowance for Doubtful Accounts
-------------------------------

Credit  limits are  established  through a process of  reviewing  the  financial
history and  stability of each  customer.  The Company  regularly  evaluates the
collectibility of accounts receivable by monitoring past due balances.  If it is
determined  that a customer may be unable to meet its financial  obligations,  a
specific  reserve is  established  based on the amount  the  Company  expects to
recover.  An additional  general  reserve is provided based on aging of accounts
receivable and the Company's historical collection experience.  If circumstances
change related to specific  customers,  overall aging of accounts  receivable or
collection experience,  the Company's estimate of the recoverability of accounts
receivable could materially change.

Studio Reserves
---------------

The Company has entered into guarantee  contracts with certain program suppliers
providing  titles  for  distribution  under  the  PPT  system.  These  contracts
guarantee  the  suppliers  minimum  payments.   The  Company,  using  historical
experience  and year to date rental  experience  for each title,  estimates  the
projected revenue to be generated under each guarantee.  The Company establishes
reserves  for titles  that are  projected  to  experience  a shortage  under the
provisions of the guarantee.  The Company  continually reviews these factors and
makes  adjustments  to the reserves as needed.  Actual results could differ from
these  estimates  and  could  have a  material  effect  on the  recorded  studio
reserves.

                                       24
<PAGE>


ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has considered the provisions of Financial  Reporting Release No. 48
"Disclosure of Accounting  Policies for  Derivative  Financial  Instruments  and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about Market Risk  Inherent in  Derivative  Financial  Instruments,
Other Financial  Instruments and Derivative Commodity  Instruments." The Company
had no holdings of derivative  financial or commodity  instruments  at March 31,
2003. A review of the Company's other  financial  instruments and risk exposures
at that date revealed  that the Company had exposure to interest rate risk.  The
Company  utilized  sensitivity  analyses to assess the potential  effect of this
risk  and  concluded  that  near-term  changes  in  interest  rates  should  not
materially  adversely  affect  the  Company's  financial  position,  results  of
operations or cash flows.

                                       25
<PAGE>


ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   Index to Consolidated Financial Statements

    Item                                                            Page


    Independent Auditors Report                                      27

    Consolidated Balance Sheets as of March 31, 2003                 28
    and 2002

    Consolidated Statements of Operations for the Years              29
    Ended March 31, 2003, 2002 and 2001

    Consolidated Statements of Stockholders' Equity                  30
    for the Years Ended March 31, 2003,
    2002 and 2001

    Consolidated Statements of Cash Flows for the Years              31
    Ended March 31, 2003, 2002 and 2001

    Notes to Consolidated Financial Statements                       32

    Financial Statement Schedules --                                 57
       Schedule II


    Schedules not included have been omitted because they are not applicable
    or the required information is shown in the financial statements or
    notes thereto.

                                       26
<PAGE>

                          Independent Auditors' Report

The Board of Directors
Rentrak Corporation:

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Rentrak
Corporation  and  subsidiaries  as of March 31,  2003 and 2002,  and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
each  of the  years  in the  three-year  period  ended  March  31,  2003.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Rentrak Corporation
and  subsidiaries  as of March  31,  2003 and  2002,  and the  results  of their
operations and their cash flows for each of the years in the  three-year  period
ended March 31, 2003 in conformity with accounting principles generally accepted
in the United States of America.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
consolidated   financial   statements  taken  as  a  whole.  The   supplementary
information  included in Schedule II  required by the  Securities  and  Exchange
Commission  is  presented  for  purposes  of  additional  analysis  and is not a
required part of the basic consolidated  financial statements.  Such information
has been subjected to the auditing procedures applied in the audits of the basic
consolidated  financial  statements and, in our opinion, is fairly stated in all
material  respects in relation to the basic  consolidated  financial  statements
taken as a whole.

KPMG LLP



Portland, Oregon
June 9, 2003

                                       27
<PAGE>




                      RENTRAK CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets
                             March 31, 2003 and 2002
<TABLE>
<CAPTION>


                                         Assets                                                   2003                   2002
                                                                                          -------------------  -------------------
Current assets:
<S>                                                                                     <C>                            <C>
   Cash and cash equivalents                                                            $      10,063,541              12,028,684
   Accounts receivable, net of allowance for doubtful accounts
      of $748,139 and $1,086,143                                                                9,706,485              11,237,396
   Advances to program suppliers                                                                  418,101               1,042,768
   Income tax receivable                                                                           81,085                  70,000
   Deferred tax assets                                                                          2,796,908               2,295,567
   Other current assets                                                                         2,430,334               3,660,457
   Current assets of discontinued operations                                                     --                     2,180,360
                                                                                          -------------------  -------------------
               Total current assets                                                            25,496,454              32,515,232
Property and equipment, net                                                                     2,404,763               3,879,819
Deferred tax assets                                                                               894,083               1,002,882
Other assets                                                                                    1,931,133               1,214,394
                                                                                          -------------------  -------------------
               Total assets                                                             $      30,726,433              38,612,327
                                                                                          ===================  ===================
                         Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                                                                     $      12,710,999              18,192,630
   Accrued liabilities                                                                          1,143,785                 549,277
   Accrued compensation                                                                           610,022               1,338,748
   Deferred revenue                                                                               156,692                 379,106
   Current liabilities of discontinued operations                                                --                       379,298
                                                                                          -------------------  -------------------
               Total current liabilities                                                       14,621,498              20,839,059
                                                                                          -------------------  -------------------
Long-Term Liabilities:
Lease obligations, deferred gain and customer deposits                                            668,039                 495,586
                                                                                          -------------------  -------------------

Commitments and contingencies
Stockholders' equity:
   Preferred stock, $0.001 par value. Authorized 10,000,000 shares, none issued                  --                        --
   Common stock, $0.001 par value. Authorized 30,000,000 shares;
      issued and outstanding 9,471,612 shares in 2003 and
      9,866,283 shares in 2002                                                                      9,472                9,866
   Capital in excess of par value                                                              39,655,212           41,730,216
   Notes receivable                                                                              --                   (377,565)
   Cumulative other comprehensive income                                                          180,879              180,453
   Accumulated deficit                                                                       (24,408,667)          (23,910,288)
   Less deferred charge - warrants                                                               --                   (355,000)
                                                                                          -------------------  -------------------
               Total stockholders' equity                                                      15,436,896           17,277,682
                                                                                          -------------------  -------------------
               Total liabilities and stockholders' equity                               $      30,726,433           38,612,327
                                                                                          ===================  ===================

See accompanying notes to consolidated financial statements.
</TABLE>

                                       28
<PAGE>


                      RENTRAK CORPORATION AND SUBSIDIARIES
                      Consolidated Statement of Operations
                    Years ended March 31, 2003, 2002 and 2001
<TABLE>
<CAPTION>


                                                                 2003                 2002                 2001
                                                          -------------------  -------------------  -------------------
Revenues:
<S>                                                     <C>                         <C>                   <C>
   PPT                                                  $      67,081,943           69,646,207            86,114,522
   Other                                                       19,138,418           26,347,775            21,945,527
                                                          -------------------  -------------------  -------------------
                                                               86,220,361           95,993,982           108,060,049
                                                          -------------------  -------------------  -------------------
Operating costs and expenses:
   Cost of sales                                               70,961,730           71,979,415            86,808,205
   Selling and administrative                                  14,786,806           17,281,843            31,001,766
   Net gain from litigation settlements (Note 11)                (361,847)          (1,563,153)             (225,000)
   Asset Impairment                                               844,041              424,177             --
                                                          -------------------  -------------------  -------------------
                                                               86,230,730           88,122,282           117,584,971
                                                          -------------------  -------------------  -------------------
               Income (loss) from operations                      (10,369)           7,871,700            (9,524,922)
                                                          -------------------  -------------------  -------------------
Other income (expense):
   Interest income                                                204,283              195,628               307,240
   Interest expense                                               (25,009)             (17,598)             (768,599)
   Gain (loss) on investments                                    --                   (231,820)             (597,124)
   Gain on Rentrak Japan transaction (Note 1)                    --                  7,967,233               --
   Other                                                         --                   --                  (1,090,190)
                                                          -------------------  -------------------  -------------------
                                                                  179,274            7,913,443            (2,148,673)
                                                          -------------------  -------------------  -------------------
               Income (loss)  from continuing operations
                  before income taxes                             168,905           15,785,143           (11,673,595)
Income tax (provision) benefit                                    (84,657)          (5,998,355)            4,355,603
                                                          -------------------  -------------------  -------------------
               Net income (loss) from continuing
                  operations                                       84,248            9,786,788           (7,317,992)
Loss from discontinued operations, net of
   tax benefit of $357,094, $485,884, and $158,972               (582,627)            (792,757)             (259,376)
                                                          -------------------  -------------------  -------------------
               Net income (loss)                        $        (498,379)           8,994,031           (7,577,368)
                                                          ===================  ===================  ===================
Earnings (loss) per common share:
   Basic:
      Continuing operations                             $            0.01                 0.94                (0.61)
      Discontinued operations                                       (0.06)               (0.08)               (0.02)
                                                          -------------------  -------------------  -------------------
               Net income (loss)                        $           (0.05)                0.86                (0.63)
                                                          ===================  ===================  ===================
   Diluted:
      Continuing operations                             $            0.01                 0.92                 (0.61)
      Discontinued operations                                       (0.06)               (0.07)                (0.02)
                                                          -------------------  -------------------  -------------------
               Net income (loss)                        $           (0.05)                0.85                 (0.63)
                                                          ===================  ===================  ===================

See accompanying notes to consolidated financial statements.
</TABLE>


                                       29
<PAGE>


                      Rentrak Corporation and Subsidiaries
                 Consolidate Statements of Stockholders' Equity
               For The Years Ended March 31, 2001, 2002, and 2003
<TABLE>
<CAPTION>


                                                        COMMON STOCK                  Capital in
                                                         Number of                     excess of      Notes
                                                          shares        Amount         par value    receivable
                                                          ------        ------         ---------    ----------
<S>                                                     <C>            <C>            <C>          <C>
Balance At March 31, 2000                               10,514,561     $10,515        44,445,199


    Issuance of common stock under employee
         stock option plans                              1,721,060       1,721         8,026,400       -
    Net loss                                                   -            -             -            -
    Change in net unrealized gain (loss) on
         investment securities, net of tax                     -            -             -            -
                  Total comprehensive loss
    Issuance of notes receivable                                                                     (7,728,186)
    Amortization of warrants                                   -            -             -            -

                                                        --------------------------------------------------------
Balance At March 31, 2001                               12,235,621      12,236        52,471,599     (7,728,186)


    Repurchase of common stock                          (1,188,400)     (1,188)      (4,523,061)       -
    Issuance of common stock under employee
          stock option plans                               227,812         227           732,511       -
    Issuance of common stock                                87,000          87           136,473       -
    Repurchase of common stock for
                  Cancellation of notes receivable      (1,495,750)     (1,496)       (7,349,125)      -
    Net income                                                 -            -             -            -
     Change in net unrealized gain (loss) on
         investment securities, net of tax                     -            -             -            -
    Cumulative Translation Adjustments                         -            -             -            -
                  Total comprehensive income
    Income tax benefit from stock option exercise              -            -            261,819       -
    Cancellation of notes receivable                           -            -                         7,350,621
    Amortization of warrants                                   -            -             -            -

                                                        --------------------------------------------------------
Balance At March 31, 2002                                9,866,283       9,866        41,730,216       (377,565)

    Repurchase of common stock                            (386,800)       (386)       (1,821,066)      -
    Issuance of common stock under employee
         stock option plans                                 91,129          91           348,424       -
    Repurchase of common stock for cancellation
         of notes receivable                               (99,000)        (99)         (377,466)      -
    Net loss                                                   -            -             -            -
    Cumulative Translation Adjustments                         -            -             -            -
                  Total comprehensive loss
    Retirements of warrants                                    -            -           (300,000)      -
    Income tax benefit from stock option exercise              -            -             75,104       -
    Cancellation of notes receivable                           -            -                           377,565
    Amortization of warrants                                   -            -             -            -

                                                        --------------------------------------------------------

    Balance At March 31, 2003                            9,471,612     $ 9.472        39,655,212       -

                                                        ========================================================
</TABLE>

<TABLE>
<CAPTION>


                                                     Cumulative
                                                       other                     Deferred
                                                    comprehensive  Accumulated    charge                        Comprehensive
                                                       income       deficit      warrants       Total            income (loss)
                                                       ------       -------      --------       -----            -------------
   Balance At March 31, 2000                          (264,684)   (25,326,951)   (783,492)    18,080,587


        Issuance of common stock under employee
<S>                                                   <C>         <C>             <C>        <C>                   <C>
           stock option plans                             -           -             -          8,028,121
        Net loss                                          -        (7,577,368)      -         (7,577,368)           (7,577,368)
        Change in net unrealized gain (loss)
           on investment securities, net of tax        215,112        -             -            215,112               215,112
                                                                                                                   ----------------
                 Total comprehensive loss                                                                          $(7,362,256)
                                                                                                                   ================
        Issuance of notes receivable                      -                                   (7,728,186)
        Amortization of warrants                          -            -          368,492        368,492

                                                     ------------------------------------------------------------------------------
   Balance At March 31, 2001                           (49,572)   (32,904,319)   (415,000)    11,386,758


        Repurchase of common stock                        -            -             -        (4,524,249)
        Issuance of common stock under employee
           stock option plans                             -            -             -           732,738
        Issuance of common stock                          -            -             -           136,560
        Repurchase of common stock for cancellation
           of notes receivable                 -                       -             -        (7,350,621)
        Net income                                        -         8,994,031        -         8,994,031             8,994,031
        Change in net unrealized gain (loss) on
            investment securities, net of tax           49,572         -             -            49,572                49,572
         Cumulative Translation Adjustments            180,453         -             -           180,453                180,453
                                                                                                                    ---------------
                 Total comprehensive income                                                                       $  9,224,056
                                                                                                                    ===============
        Income tax benefit from stock option              -            -             -           261,819
            exercise
        Cancellation of notes receivable                  -            -             -         7,350,621
        Amortization of warrants                          -            -           60,000        60,000

                                                     ------------------------------------------------------------------------------
   Balance At March 31, 2002                           180,453    (23,910,288)   (355,000)    17,277,682

        Repurchase of common stock                        -            -             -        (1,821,452)
        Issuance of common stock under employee
           stock option plans                             -                          -           348,515
        Repurchase of common stock for cancellation
           of notes receivable                            -            -             -          (377,565)
        Net loss                                          -          (498,379)       -          (498,379)             (498,379)
        Cumulative Translation Adjustments                 426           -           -               426                   426
                                                                                                                    ---------------
                 Total comprehensive loss                                                                            ($497,953)
                                                                                                                    ===============
        Retirements of warrants                           -              -           -          (300,000)
        Income tax benefit from stock option
           exercise                                       -              -           -            75,104
        Cancellation of notes receivable                                             -
                                                          -              -                       377,565
        Amortization of warrants                          -              -        355,000        355,000

                                                     ------------------------------------------------------------------------------

    Balance At March 31, 2003                          180,879    (24,408,667)       -        15,436,896
                                                     ==============================================================================

</TABLE>


                                       30
<PAGE>


                      RENTRAK CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                   Years ended March 31, 2003, 2002, and 2001

<TABLE>
<CAPTION>

                                                                      2003                     2002                    2001
                                                            -------------------------------------------------------------------
Cash flows from operating activities:
<S>                                                             <C>                         <C>                     <C>
  Net income (loss)                                             $    (498,379)              8,994,031               (7,577,368)
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
      Loss on disposal of discontinued operations                     582,627                 792,757                  259,376
      Loss (gain) on and write-off of disposition of
      assets                                                           (3,654)                414,486                1,687,314
      Gain on Rentrak Japan transactions                                   --              (7,967,233)                      --
      Tax Benefit from stock option exercise                          (75,104)               (261,819)                      --
      Loss on write-down of property and equipment                    844,041                 424,177                       --
      Depreciation and amortization                                 1,356,022               1,438,449                1,266,515
      Amortization of warrants                                        355,000                  60,000                  368,492
      Provision (credit) for doubtful accounts                     (1,142,138)             (1,546,301)               7,455,734
      Retailer financing program reserves                                  --                  50,000                  545,478
      Reserves on advances to program suppliers                            --                      --                   95,959
      Deferred income taxes                                          (242,334)              5,433,705               (4,646,420)
      Change in specific accounts:
       Accounts receivable                                          2,673,049               1,361,934                4,058,840
       Advances to program suppliers                                  624,667                 235,397                1,558,642
       Income tax receivable                                          (11,085)                209,160                 (109,860)
       Notes receivable and other current assets                    1,528,395                (117,663)               2,011,420
       Accounts payable                                            (5,481,631)               (193,441)              (6,538,948)
       Accrued liabilities and compensation                          (134,218)               (387,563)                 960,716
       Deferred revenue and other liabilities                         (49,535)             (1,365,477)                (756,912)
                                                            -------------------------------------------------------------------
         Net cash provided by
           operating activities                                       325,723               7,574,599                  638,978
                                                            -------------------------------------------------------------------
Cash flows from investing activities:
  Purchases of property and equipment                              (1,607,421)             (1,379,111)              (2,947,221)
  Proceeds from sale of investments                                        --                 161,513                1,605,555
  Net Proceeds from sale of investment in Rentrak Japan                    --               2,509,500                       --
  Proceeds from the sale of 3PF stock                                      --               1,000,000                       --
  Additions (dispositions) of other assets and
  intangibles                                                        (128,943)                385,515                 (792,672)
                                                            -------------------------------------------------------------------
         Net cash provided by (used in) investing activities       (1,736,364)              2,677,417               (2,134,338)
                                                            -------------------------------------------------------------------
Cash flows from financing activities:
  Net borrowings (payments) on line of credit                              --             (1,917,705)                1,917,705
  Net payments on notes payable                                            --                      --                 (500,000)
  Repurchase of common stock and warrants                          (2,121,452)               (633,749)                      --
  Issuance of common stock                                            348,515                 732,738                  299,932
  Issuance of common stock to non-employees                                --                 136,560                       --
                                                            -------------------------------------------------------------------
         Net cash provided by (used in)
           financing activities                                    (1,772,937)             (1,682,156)               1,717,637
                                                            -------------------------------------------------------------------
         Net increase (decrease) in cash
           and cash equivalents                                    (3,183,578)              8,569,860                  222,277
Net cash provided (used) by discontinued operations                 1,218,435                 135,907                 (927,631)
Cash and cash equivalents at beginning of year                     12,028,684               3,322,917                4,028,271
                                                            -------------------------------------------------------------------
Cash and cash equivalents at end of year                       $   10,063,541              12,028,684                3,322,917
                                                            ===================================================================
See accompanying notes to consolidated financial statements.
</TABLE>

                                       31
<PAGE>

(1)      Business of the Companies, Summary of Significant Accounting Policies,
         and Other Items

       (a)           Introduction

               Rentrak   Corporation  (the  Company)  (an  Oregon   corporation)
               classifies its services in three  segments,  PPT, 3PF, and Other.
               The  Company  is   principally   engaged  in  the  processing  of
               information  regarding the rental and sale of video cassettes and
               DVD's (Units) and the  distribution  of prerecorded  Units to the
               home video market  throughout  the United States and Canada using
               its Pay-Per-Transaction (PPT) revenue sharing program.

               Under its PPT program, the Company enters into contracts to lease
               Units from program  suppliers  (producers of motion  pictures and
               licensees  and  distributors  of home video  cassettes and DVD's)
               which  are then  leased  to  retailers  for a  percentage  of the
               rentals charged by the retailers.

               The  Company's  consolidated  subsidiary,   3PF,  provides  order
               processing  and  inventory   management  services  to  e-tailers,
               wholesalers, and businesses requiring just-in-time fulfillment.

               The Company's  wholly owned subsidiary  BlowOut Video,  Inc. sold
               video  cassettes  and DVDs  through its three retail video stores
               operating under the name of BlowOut Video. The Company elected to
               discontinue  the  operations  of BlowOut  Video  during the three
               month period ended June 30, 2002 (See Note 2).

       (b)          Rentrak Japan

               In December  1989,  the Company  entered into an  agreement  with
               Culture  Convenience  Club Co., Ltd.  (CCC),  Rentrak's  business
               partner  in  Rentrak   Japan,   to  develop  the   Company's  PPT
               distribution  and  information  processing  business  in  certain
               markets throughout the world.

               On June 16,  1994,  the Company  and CCC  amended the  agreement.
               Pursuant to this  amendment,  the  Company  received a royalty of
               1.67% for all sales of up to  $47,905,000,  plus  one-half  of 1%
               (0.5%) of sales greater than  $47,905,000 in each fiscal year. In
               addition,  the Company received a one-time royalty of $2 million,
               of which $1 million  was paid in fiscal  1995 and $1 million  was
               paid in fiscal 1999.  The term of the Agreement was extended from
               the year 2001 to the year 2039.

               In December 1999, the Company received a prepayment of $2,500,000
               in  exchange  for  $4,000,000  of credit  related  to the  annual
               royalty  described  above.  This credit was being  recognized  as
               revenue as royalties were earned under the terms of the contract.
               As discussed below,  this contract was terminated in fiscal 2002,
               with  Rentrak  Japan  forfeiting  their  rights to the  remaining
               $700,000 prepayment.

               During  fiscal  year  2001,   Rentrak  and  Rentrak  Japan  began
               discussions  regarding their business.  Effective April 2001, the
               Company entered into an agreement with Rentrak Japan amending the
               above  agreement.  As a  result  of the  amended  agreement,  the
               Company granted Rentrak Japan PPT operating  rights in Japan, the
               Philippines, Singapore, Taiwan, Hong Kong, the Republic of Korea,
               the Democratic  People's Republic of Korea, the People's Republic
               of  China,  Thailand,   Indonesia,

                                       32
<PAGE>

               Malaysia,  and Vietnam.  In addition,  the royalty  agreement was
               terminated.   Finally,  all  intellectual   property  rights  and
               trademarks  of the PPT system were agreed to be usable by Rentrak
               Japan in perpetuity.

               Consideration  for the above items  included a cash  payment from
               Rentrak  Japan to the  Company of  approximately  $5,700,000  for
               royalties,  forfeiture by Rentrak Japan of any right of return of
               the 1999 prepaid royalty of $700,000,  and forgiveness by Rentrak
               Japan of  approximately  $567,233 of  receivables  due to Rentrak
               Japan from the Company. Of these amounts, $6,400,000 was recorded
               in  other  revenue  as  royalty   revenue   consistent  with  the
               historical treatment of royalty payments.  The remaining $567,233
               was  recorded as a gain and is  included  in other  income in the
               accompanying consolidated statement of operations.

               In April  and  October  2001,  the  Company  sold all of its 5.6%
               interest in Rentrak  Japan.  The Company sold  300,000  shares of
               Rentrak Japan stock to a sister company of Rentrak Japan on April
               2, 2001, and its remaining  180,000 shares of Rentrak Japan stock
               on October 2, 2001 to the sister  company.  Total  proceeds  from
               these stock sales  approximated  $6,400,000.  In return,  Rentrak
               Japan sold 1,004,000 shares of the Company's common stock back to
               the Company on April 2, 2001 for  approximately  $3,890,500.  The
               $3,890,500  purchase price for this common stock  transaction was
               determined based upon the approximate market value that Rentrak's
               stock was  being  traded at that  time.  The sale of the  Rentrak
               Japan stock  resulted in a gain of  $6,400,000 as the Company had
               written  this  investment  down to zero due to  recurring  losses
               during the initial years of Rentrak Japan's operations. The value
               of Rentrak Japan stock was determined in the  negotiations of the
               agreement.   This  gain  is  included  in  other  income  in  the
               accompanying consolidated statement of operations.

               Finally,  Rentrak  Japan  purchased  17,000  shares of 3PF common
               stock on April 27, 2001 for $1,000,000. The purchase price of the
               stock  was  based on a  valuation  of 3PF made at that  time.  No
               minority  interest was recorded as 3PF had negative  shareholders
               equity and 3PF is solely  dependent on Rentrak for support.  As a
               result of the  purchase,  Rentrak  Japan holds one percent of the
               outstanding equity of 3PF.

               In summary,  total net cash proceeds from the above  transactions
               was  $3,509,500  which was comprised of the  $1,000,000  from the
               sale of 3PF stock and $2,509,500 representing the net proceeds of
               the sales of Rentrak Japan stock and Rentrak stock.

               The total gain included in other income was $7,967,233  which was
               comprised  of  the  $1,000,000   from  the  sale  of  3PF  stock,
               $6,400,000  from the sale of Rentrak  Japan  stock,  and $567,233
               resulting from the forgiveness of liabilities due to Rentrak.

               Based upon the results of the transactions  noted above occurring
               in the year ended  March 31,  2002,  the  Company  had no further
               contractual obligations to, or ownership in, Rentrak Japan.

                                       33
<PAGE>


       (c)          Rentrak UK Limited

               In  February  1998,  the  Company  entered  into  a  Shareholders
               Agreement  and a PPT License  Agreement  with  Columbus  Holdings
               Limited  and  Rentrak UK  Limited  (Rentrak  UK) to  develop  the
               Company's PPT distribution and information processing business in
               the United Kingdom through Rentrak UK. The PPT Agreement  remains
               in force in perpetuity,  unless terminated due to material breach
               of contract,  liquidation of Rentrak UK, or  nondelivery,  by the
               Company  to Rentrak  UK, of all  retailer  and  studio  software,
               including all updates. Pursuant to the PPT Agreement,  during the
               term of the PPT Agreement,  the Company will receive a royalty of
               1.67% of Rentrak  UK's gross  revenues  from any and all sources.
               Rentrak  currently  owns 92% of  Rentrak UK while  Rentrak  Japan
               holds 8%. From  inception,  Rentrak UK did not generate income or
               positive  cash flow and,  as a result,  the  Company  wrote  down
               substantially  all  long-lived  assets  including   goodwill  and
               certain fixed assets  totaling  $222,000 in fiscal 2000.  Through
               March 2003, Rentrak UK improved its performance producing minimal
               income and cash flow.  Management of the Company has made changes
               to decrease the cost of operations,  including space and staffing
               costs,  and it is  continuing  to closely  evaluate the financial
               performance  of operations.  Management is currently  considering
               various  alternatives  including  selling or closing down Rentrak
               UK's operations.

       (d)          Basis of Consolidation

               The consolidated financial statements include the accounts of the
               Company, its majority owned subsidiaries,  and those subsidiaries
               in which the Company has a controlling interest after elimination
               of all  intercompany  accounts and  transactions.  Investments in
               affiliated  companies  owned 20% to 50% are  accounted for by the
               equity method.

       (e)        Management Estimates

               The  preparation  of  financial  statements  in  conformity  with
               accounting  principles  generally  accepted in the United  States
               requires management to make estimates and assumptions that affect
               the reported  amounts of assets and liabilities and disclosure of
               contingent  assets and  liabilities  at the date of the financial
               statements  and the  reported  amounts of revenues  and  expenses
               during the  reporting  period.  Actual  results could differ from
               those  estimates.  The  Company  considers  as its most  critical
               accounting  policies  those that require the use of estimates and
               assumptions,   specifically,  accounts  receivable  reserves  and
               studio guarantee reserves.

       (f)        Revenue Recognition

               The  PPT  agreements  generally  provide  for  an  initial  order
               processing  fee  and  continuing  transaction  fees  based  on  a
               percentage of rental revenues earned by the retailer upon renting
               the   Units   to  their   customers.   The   Company   recognizes
               order-

                                       34
<PAGE>

               processing  fees as  revenue  when the Units are  shipped  to the
               retailers  and  recognizes  transaction  fees  when the Units are
               rented to the consumers.  Initial order processing fees cover the
               direct costs of accessing Units from program suppliers, handling,
               packaging  and  shipping of the Units to the  retailer.  Once the
               Units are  shipped,  the  Company  has no further  obligation  to
               provide services to the retailer.

               Revenues derived from fulfillment  activities are recognized when
               products are shipped and/or services are provided.

               In September 1999, the Company  received a $2,500,000  prepayment
               from a customer in exchange for $4,000,000 in credit related to a
               long-term  agreement.   This  prepayment  related  to  subsequent
               periods and  therefore  was  recorded as deferred  revenue on the
               consolidated   balance  sheet.  The  revenue  was  recognized  as
               revenues  were earned under the terms of the  contract,  $659,892
               during fiscal 2001,  $500,172  during  fiscal 2002,  and $379,106
               during fiscal 2003.  The entire amount had been  recognized as of
               March 31, 2003.

               An officer of the Company  held the  position of  President  of a
               corporation that had one store  participating in the PPT program.
               The  Company  recognized  revenues  from this store of $14,294 in
               fiscal 2002 and $29,195 in fiscal 2003.

       (g)        Cash and Cash Equivalents

               The Company  considers  all highly liquid  investments  purchased
               with a maturity of three months or less at acquisition to be cash
               equivalents.

       (h)        Investment Securities

               Statement of Financial  Accounting  Standards No. 115, Accounting
               for Certain Investments in Debt and Equity Securities (SFAS 115),
               requires  the  Company to classify  and account for its  security
               investments as trading securities,  securities available for sale
               or securities held to maturity  depending on the Company's intent
               and ability to hold or trade the  securities at time of purchase.
               Securities  available for sale are stated on the balance sheet at
               their fair  market  value  with an  adjustment  to  stockholders'
               equity reflected in other  comprehensive  income (loss) as change
               in net unrealized gains and losses,  net of tax.  Securities held
               to maturity are stated at amortized cost.  Detail of the proceeds
               from the sales of  available  for sale  securities  and  realized
               gains  and  losses on sales of  equity  securities  for the years
               ended March 31 are as follows:

                                       35
<PAGE>


                        Proceeds          Gross gains         Gross losses
                     ----------------   -----------------  -------------------
   2003            $       --                 --                  --
   2002                   161,513            33,150              (14,970)
   2001                 1,605,555             9,570             (606,694)



               When, in management's opinion, available for sale securities have
               experienced  an other than temporary  decline,  the amount of the
               decline in market  value below cost is recorded in the  statement
               of operations as a loss on investments.  The Company did not have
               any  investment  securities  as  of  March  31,  2003  and  2002,
               respectively.

               During fiscal 2002, the Company wrote-off a cost basis investment
               in a  customer  totaling  $250,000  as  the  customer  filed  for
               bankruptcy.  During  fiscal  2001,  the Company  wrote-off a cost
               basis  investment  related to a customer of $925,216  because the
               customer filed for bankruptcy. In addition, the Company wrote-off
               a cost basis investment  related to a film production of $164,974
               as  management  determined  that  this  investment  would  not be
               recovered through future returns.

       (i)        Allowance For Doubtful Accounts

               Credit limits are established  through a process of reviewing the
               financial  history and  stability of each  customer.  The Company
               regularly  evaluates the collectibility of accounts receivable by
               monitoring past due balances. If it is determined that a customer
               may be  unable  to meet its  financial  obligations,  a  specific
               reserve is established based on the amount the Company expects to
               recover. An additional general reserve is provided based on aging
               of accounts  receivable and the Company's  historical  collection
               experience.   If   circumstances   change   related  to  specific
               customers,  overall  aging of accounts  receivable  or collection
               experience,  the  Company's  estimate  of the  recoverability  of
               accounts receivable could materially change.

       (j)        Financial Instruments

               A  financial  instrument  is cash or a contract  that  imposes or
               conveys a contractual obligation or right, to deliver or receive,
               cash or another  financial  instrument and they include  accounts
               receivable,  accounts  payable,  and money market.  The estimated
               fair value of all  material  financial  instruments  approximated
               their carrying values at March 31, 2003 and 2002.

       (k)        Property and Equipment

               Depreciation  of  property  and  equipment  is  computed  on  the
               straight-line  method  over  estimated  useful  lives of three to
               seven years for furniture  and  fixtures,  three to ten years for
               machinery and equipment and three years for capitalized software.
               Leasehold  improvements  are  amortized  over  the  lives  of the
               underlying  leases  or the  service  lives  of the  improvements,
               whichever is shorter.

                                       36
<PAGE>

        (l)       Capitalized Software

               Capitalized  software,  included in Property and Equipment,  net,
               consists of costs to purchase and develop internal-use  software.
               This also includes costs to develop  software for customer use in
               various   services,   including   theatrical  data  recovery  and
               fulfillment.  Amortization of capitalized software is computed on
               a  straight-line  basis  over  3 to 5  years,  depending  on  the
               estimated  useful  life  of the  software.  Amortization  expense
               related  to  capitalized  software  was  $212,794,  $108,807  and
               $81,606  for the years  ended  March  31,  2003,  2002,  and 2001
               respectively. See Note 4.

       (m)        Income Taxes

               The  Company   accounts  for  income  taxes  in  accordance  with
               Statement of Financial  Accounting  Standards No. 109, Accounting
               for Income Taxes (SFAS 109). Under the asset and liability method
               specified by SFAS 109,  deferred tax assets and  liabilities  are
               determined  based  on  the  temporary   differences  between  the
               financial statement basis and tax basis of assets and liabilities
               as  measured  by the enacted tax rates for the years in which the
               taxes are expected to be paid.

       (n)        Studio Reserves

               The Company has entered  into  guarantee  contracts  with certain
               program suppliers providing titles for distribution under the PPT
               system. These contracts guarantee the suppliers minimum payments.
               The Company,  using historical experience and year to date rental
               experience for each title,  estimates the projected revenue to be
               generated under each guarantee.  The Company establishes reserves
               for  titles  which are  included  in  accounts  payable  that are
               projected to  experience a shortage  under the  provisions of the
               guarantee.  The Company  continually  reviews  these  factors and
               makes adjustments to the reserves as needed.

       (o)        Foreign Currency Translation

               Adjustments  from   translating   foreign   functional   currency
               financial statements into U.S. dollars are included in cumulative
               other  comprehensive  income  in the  consolidated  statement  of
               stockholders'  equity.  Transaction  gains and losses  that arise
               from exchange rate fluctuations on transactions  denominated in a
               currency other than the local currency are included in results of
               operations.

       (p)        Earnings Per Share

               Basic  earnings  per common  share is computed  by  dividing  net
               income by the weighted  average  number of shares of common stock
               outstanding during the period.  Diluted earnings per common share
               is computed on the basis of the weighted average shares of common
               stock  outstanding  plus common  equivalent  shares  arising from
               dilutive stock options.

               The weighted  average number of shares of common stock and common
               stock equivalents and net income (loss) used to compute basic and
               diluted  earnings  (loss) per share for the years  ended March 31
               were calculated as follows:


                                       37
<PAGE>

<TABLE>
<CAPTION>

                                    2003                        2002                        2001
                                  -------------------------  --------------------------  ---------------------------
                                    Basic       Diluted         Basic        Diluted        Basic        Diluted
                                  ----------  -------------  ------------  ------------  ------------  -------------
<S>                              <C>            <C>          <C>           <C>           <C>            <C>
  Weighted average number        9,641,378      9,641,378    10,415,314    10,415,314    11,985,023     11,985,023
  of shares of common
  stock outstanding
  Dilutive effect of
  exercise  of stock
  options                               --        137,894            --       197,459            --             --
  Weighted average number
  of shares of common
  stock outstanding and
  common stock equivalents       9,641,378      9,779,272    10,415,314    10,612,773    11,985,023     11,985,023
  Net income (loss):
       Continuing
      operations               $    84,248         84,248     9,786,788     9,786,788    (7,317,992)    (7,317,992)
          Discontinued
           operations             (582,627)      (582,627)     (792,757)     (792,757)     (259,376)      (259,376)
                                ----------  -------------  ------------  ------------  ------------  -------------
  Net income (loss)           $   (498,379)      (498,379)    8,994,031     8,994,031    (7,577,368)    (7,577,368)
                                ==========  =============  ============  ============  ============  =============
  Earnings (loss) per
  share:
      Continuing operations    $      0.01           0.01          0.94          0.92         (0.61)         (0.61)
      Discontinued                   (0.06)         (0.06)        (0.08)        (0.07)        (0.02)         (0.02)
      operations
                                ----------  -------------  ------------  ------------  ------------  -------------
  Earnings (loss) per share
      common share          $    (0.05)         (0.05)          0.86          0.85        (0.63)         (0.63)
                                ==========  =============  ============  ============  ============  =============

</TABLE>

               Options  and  warrants to purchase  approximately  1,000,000  and
               2,300,000  shares of common  stock  were  outstanding  during the
               fiscal  years ended March 31,  2003 and 2002,  respectively,  but
               were not included in the  computation  of diluted EPS because the
               exercise  price of the options and  warrants was greater than the
               average market price of the common  shares.  Options and warrants
               to purchase  3,200,000  shares for the year ended March 31, 2001,
               were  outstanding  but were not  included in the  computation  of
               diluted EPS because their effect would be  antidilutive  due to a
               loss for the period.



(q)        Stock-Based Compensation

               As  discussed in Note 9,  "Stockholders  Equity",  employees  and
               non-employee  directors  have  been  granted  options  under  the
               Company's  stock option plans.  Rentrak  accounts for stock-based
               compensation  utilizing the intrinsic  value method in accordance
               with the  provisions of Accounting  Principles  Board Opinion No.
               25, "Accounting For Stock Issued To Employees."  Accordingly,  no
               compensation expense is recognized for fixed option plans because
               the exercise prices of employee stock options equal or exceed the
               market prices of the underlying  stock on the dates of grant. Had
               compensation   expense  for  these  plans  been   determined   in
               accordance  with SFAS 123, the  Company's  net income  (loss) and
               earnings (loss) per common share reflected on the March 31, 2003,
               2002, and 2001  consolidated  statements of operations would have
               been the following unaudited pro forma amounts:

                                       38
<PAGE>


<TABLE>
<CAPTION>

Net income (loss):                                               2003                    2002                     2001
                                                                 ----                    ----                     ----
    As reported:
                                                                                                                    (7,317,992)
<S>                                                      <C>                               <C>
       Continuing operations                             $            84,248               9,786,788
       Discontinued operations                                      (582,627)               (792,757)                 (259,376)
                                                          --------------------   ---------------------   -----------------------
                     Net Income (loss)                   $          (498,379)               8,994,031               (7,577,368)

   Pro forma:

       Continuing operations                             $        (1,103,090)               9,225,241               (7,897,817)
       Discontinued operations                                      (582,627)                (792,757)                (259,376)
                                                          --------------------   ---------------------   -----------------------

                      Net Income (loss)                  $        (1,685,717)               8,432,484               (8,157,193)
                                                          ====================   =====================   =======================

Basic earnings per share:
   As reported:
       Continuing operations                             $             $0.01                   $0.94                    ($0.61)
       Discontinued operations                                        ($0.06)                 ($0.08)                   ($0.02)
                                                          --------------------   ---------------------   -----------------------

                Earnings (loss) per share                $            ($0.05)                   $0.86                   ($0.63)
                                                          ====================   =====================   =======================

   Pro forma:
       Continuing operations                             $            ($0.11)                   $0.89                   ($0.66)
       Discontinued operations                                        ($0.06)                  ($0.08)                  ($0.02)
                                                          --------------------   ---------------------   -----------------------

                Earnings (loss) per share                $            ($0.17)                   $0.81                   ($0.68)
                                                          ====================   =====================   =======================

Diluted earnings per share:
   As reported:
       Continuing operations                             $              $0.01                   $0.92                    ($0.61)
       Discontinued operations                                         ($0.06)                 ($0.07)                   ($0.02)
                                                          --------------------   ---------------------   -----------------------

 Earnings (loss) per share                               $            ($0.05)                   $0.85                    ($0.63)
                                                          ====================   =====================   =======================

   Pro forma:
       Continuing operations                             $            ($0.11)                   $0.86                    ($0.66)
       Discontinued operations                                        ($0.06)                  ($0.07)                   ($0.02)
                                                          --------------------   ---------------------   -----------------------

 Earnings (loss) per share                               $            ($0.17)                   $0.79                    ($0.68)
                                                          ====================   =====================   =======================


       These pro forma effects of SFAS 123 may not be indicative of the future.
</TABLE>



       (r)        Advertising Expense

               Advertising costs are expensed as incurred and reimbursements are
               deducted as received.  Advertising  expense,  net of  advertising
               reimbursements,  totaled approximately $0, $216,683, and $627,662
               for the  fiscal  years  ended  March 31,  2003,  2002,  and 2001,
               respectively.

       (s)        Statements of Cash Flows

               The Company had the following noncash transactions for the fiscal
               years ended March 31:



                                       39
<PAGE>


<TABLE>
<CAPTION>

                                                            2003                  2002                  2001
                                                     -------------------   -------------------   -------------------
      Cash paid (received) for:
<S>                                               <C>                               <C>                  <C>
          Interest                                $              --                 27,329               253,211
          Income taxes, net of refunds                        45,566               125,380               111,701
      Noncash financing and investing activities:
             Change in unrealized gain (loss)
                on investment securities,
                net of tax                                       --                 49,572               215,112
             Receipt (forgiveness) of note
                receivable for issuance of
                stock                                       (377,565)           (7,350,621)            7,728,186
             Forgiveness of debt from Rentrak
             Japan                                                 --              567,233                    --
</TABLE>


       (t)        Comprehensive Income

               Comprehensive  income includes  charges or credits to equity that
               are not the result of transactions with shareholders.  Components
               of the Company's  comprehensive  income  consist of the change in
               unrealized gain (loss) on investment securities (net of tax), net
               of the reclassification adjustment for gains (losses) included in
               net income (loss) as of March 31 are as follows:

<TABLE>
<CAPTION>


                                                            2003                  2002                  2001
                                                      ------------------   -------------------   -------------------
      Foreign currency translation
<S>                                                <C>                           <C>                   <C>
          adjustments                              $         426                 180,453                    ---
      Unrealized gains (losses) on securities:
          Holding gains (losses) arising
             during the period, net of tax                    ---                 60,844               (12,470)
                Less reclassification
                   adjustment for gains (losses)
                   included in net income,
                   net of tax                                 ---                 11,272               (227,582)
                                                      ------------------   -------------------   -------------------
                       Change in unrealized
                          gain on
                          investment securities,
                          net of tax                           ---                 49,572               215,112
                                                      ------------------   -------------------   -------------------
                       Other comprehensive
                          income                   $          426                  230,025              215,112
                                                      ==================   ===================   ===================

</TABLE>

                                       40
<PAGE>



       (u)        Impairment of Long-Lived Assets

               Long-lived  assets,  such as property,  plant and equipment,  and
               purchased  intangibles subject to amortization,  are reviewed for
               impairment  whenever events or changes in circumstances  indicate
               that the  carrying  amount  of an asset  may not be  recoverable.
               Recoverability  of  assets to be held and used is  measured  by a
               comparison  of the  carrying  amount  of an  asset  to  estimated
               undiscounted  future cash flows  expected to be  generated by the
               asset.  If the carrying  amount of an asset exceeds its estimated
               future cash flows,  an  impairment  charge is  recognized  by the
               amount by which the carrying amount of the asset exceeds the fair
               value of the asset.  Assets to be disposed of are reported at the
               lower of the  carrying  amount or fair  value less costs to sell,
               and  depreciation   ceases.   During  fiscal  2003,  the  Company
               performed an assessment of the fair value of 3PF assets. See Note
               3.

       (v)        New Accounting Standards

               In June 2002,  the FASB  issued SFAS 146,  "Accounting  for Costs
               Associated with Exit or Disposal  Activities," which is effective
               for exit or disposal  activities  initiated  after  December  31,
               2002. SFAS 146, once adopted,  updates the guidance in EITF Issue
               No.  94-3.  SFAS  146  requires  that  a  liability  for  a  cost
               associated  with an exit or disposal  activity be recognized when
               the liability is incurred,  whereas EITF No. 94-3 had allowed for
               recognition  of the liability at the  commitment  date to an exit
               plan. The Company  adopted SFAS 146 effective  March 31, 2003 and
               will  apply  the  provisions  of SFAS  146 to  exit  or  disposal
               activities initiated after adoption.

               In  December  2002,  the FASB issued  SFAS 148,  "Accounting  for
               Stock-Based  Compensation--Transition  and Disclosure."  SFAS 148
               amends the transition and disclosure  provisions of SFAS 123. See
               "--Stock-Based  Compensation"  above  for pro  forma  disclosures
               required by SFAS 148.  The Company is currently  evaluating  SFAS
               148 to  determine  if it  will  adopt  SFAS  123 to  account  for
               stock-based  compensation using the fair value method and, if so,
               when to begin transition to that method.

               In  November  2002,  the  FASB  issued   Interpretation  No.  45,
               "Guarantor's   Accounting   and   Disclosure   Requirements   for
               Guarantees,  Including  Indirect  Guarantees of  Indebtedness  of
               Others" (FIN 45).  During the quarter  ended March 31, 2003,  the
               Company  adopted  the  disclosure  provisions  of FIN  45,  which
               require increased  disclosure of guarantees,  including those for
               which likelihood of payment is remote. FIN 45 also requires that,
               upon  issuance of a guarantee,  the  guarantor  must  recognize a
               liability  for the fair value of the  obligation it assumes under
               that   guarantee.   The  initial   recognition   and  measurement
               provisions of FIN 45 are to be applied on a prospective  basis to
               guarantees  issued or  modified  after  December  31,  2002.  The
               Company  does not  believe  that  these  provisions  will  have a
               material impact on its financial statements.

               In  January  2003,  the  FASB  issued   Interpretation   No.  46,
               "Consolidation of Variable Interest  Entities:  an Interpretation
               of ARB No.  51"  (FIN  46).  FIN 46  addresses  consolidation  by
               business enterprises of entities in which equity investors do not
               have the  characteristics of a controlling  financial interest or
               do not have  sufficient  equity at risk for the entity to finance
               its activities without additional  subordinated financial support
               from other parties. Variable interest entities are required to be


                                       41
<PAGE>

               consolidated  by  their  primary  beneficiaries  if  they  do not
               effectively  disperse risks among parties  involved.  The primary
               beneficiary  of a  variable  interest  entity is the  party  that
               absorbs a majority of the entity's  expected losses or receives a
               majority of its  expected  residual  returns.  The  consolidation
               requirements  of FIN 46 apply  immediately  to variable  interest
               entities  created  after  January  31, 2003 and apply to existing
               entities  in the first  fiscal year or interim  period  beginning
               after June 15, 2003. Certain new disclosure requirements apply to
               all  financial  statements  issued after  January 31,  2003.  The
               Company  does not  believe  that  these  provisions  will  have a
               material impact on its financial statements.

               In  November  2002,  the  Financial  Accounting  Standards  Board
               Emerging  Issues  Task  Force  issued  its  consensus  concerning
               Revenue  Arrangements with Multiple  Deliverables ("EITF 00-21").
               EITF  00-21   addresses  how  to  determine   whether  a  revenue
               arrangement  involving  multiple  deliverables  should be divided
               into  separate  units  of  accounting,   and,  if  separation  is
               appropriate, how the arrangement consideration should be measured
               and allocated to the identified accounting units. The guidance in
               EITF 00-21 is effective for revenue  arrangements entered into in
               fiscal  periods  beginning  after June 15,  2003.  The Company is
               currently  evaluating the impact of the adoption of EITF 00-21 on
               its consolidated financial statements.


       (w)        Reclassifications

               Certain reclassifications have been made to prior year amounts to
               conform to the current year presentation.

                                       42
<PAGE>

(2)      Discontinued Operations

         Due to the significant increase in sell through activity throughout the
         industry,  the  operations  of BlowOut Video have not continued to meet
         the  expectations  of management.  As a result,  during the three-month
         period ended June 30, 2002,  management initiated a plan to discontinue
         the retail store  operations of BlowOut  Video.  The plan called for an
         exit  from  the  stores  by the  end of  fiscal  2003,  either  through
         cancellation of the lease  commitments  and  liquidation of assets,  or
         through sale of the stores to a third party.  As of March 31, 2003, all
         operations had ceased.  Rentrak is continuing to sell its contractually
         available  end-of-term  PPT  revenue  sharing  product  through  broker
         channels.  Prior  year  amounts  have been  restated  to  appropriately
         classify results of BlowOut Video operations as discontinued.

         BlowOut Video generated revenues of $2.6 million and a net loss of $0.6
         million,  or $0.06 per share,  operating three stores in the year ended
         March 31, 2003,  compared  with revenues of $6.6 million and a net loss
         of $0.8 million or $0.07 per diluted share, during the year ended March
         31,  2002,  during  which  it  operated  seven  stores.  BlowOut  Video
         generated  revenue of $9.8 million and a net loss of $0.3  million,  or
         $0.02 per share during the year ended March 31, 2001.


(3)      3PF Transactions

         In June 2002,  3PF entered into an agreement to sublease  approximately
         194,000 square feet of its distribution  facility in Columbus,  Ohio to
         its largest customer.  The term of the lease expires July 31, 2006. The
         sublease requires monthly rent payments to 3PF under amounts, terms and
         conditions   similar  to  3PF's   master   lease  for  this   facility.
         Additionally  in June 2002 in conjunction  with the facility  sublease,
         3PF entered into a financing  lease with this customer for the existing
         equipment  within this  distribution  facility and the associated costs
         for  additional  equipment  to configure  the layout to the  customer's
         specifications.  This lease, upon expiration, contains a $1.00 purchase
         option.  The lease for the equipment  resulted in a note  receivable in
         the amount of $1,838,062  payable to 3PF in monthly  installments.  The
         current and long-term  portions of this note  receivable  were $496,947
         and $1,076,395  respectively.  The  transaction  resulted in a deferred
         gain in the amount of $509,044  which is being  recognized  as interest
         income by 3PF ratably throughout the life of the lease.

         In 2003,  management  determined  that it is  unlikely  that 3PF  would
         achieve its business  plans and  initiated a plan to sell the assets of
         3PF. Prior to March 31, 2003, it was determined  that, more likely than
         not,  substantially  all of 3PF's  assets  would  be sold or  otherwise
         disposed  of. As a result of this  determination,  management  assessed
         during the quarter  ended March 31,  2003,  the current and  historical
         operating  and cash flow losses,  prospects  for growth in revenues and
         other alternatives for improving the operating results of 3PF

         Accordingly,  management  performed an  assessment of the fair value of
         the 3PF assets under the  guidelines  of SFAS 144,  Accounting  for the
         Impairment  of  Long-Lived  Assets.  This  assessment  resulted  in 3PF
         recognizing an asset impairment  expense during the three-month  period
         ended March 31,  2003 in the amount of  $844,041  for the write down

                                       43
<PAGE>

         of its assets to estimated fair market value of approximately $800,000.

         On June 17,  2003,  the Company  announced  it had signed a  definitive
         agreement  to  sell  substantially  all  of  the  assets  of 3PF at the
         Wilmington,  Ohio,  operation.  The agreement  covers all equipment and
         leasehold   improvements  at  3PF's  leased  distribution  facility  in
         Wilmington,  Ohio, as well as a portion of its working capital. As part
         of the  agreement,  3PF as lessee and  Rentrak as  guarantor  have been
         released  from the  lease.  The cash  purchase  price  of  $800,000  is
         approximately  equal to the net book value of the assets  sold at March
         31,  2003.   During  the  sale   negotiations,   the  Company  received
         notification from 3PF's largest customer, serviced exclusively from the
         leased distribution facility in Columbus, Ohio, that it does not intend
         to renew its fulfillment service contract upon the scheduled expiration
         at July 31, 2003. As a result, the Columbus, Ohio distribution facility
         lease is not included in the asset sale transaction. The Columbus, Ohio
         distribution  facility  has  been  used  exclusively  to  service  this
         customer and as of August 1, 2003 will not be in use. The Company plans
         to begin the settlement of this lease  obligation  immediately upon the
         closing of the asset sale transaction.



(4)      Property and Equipment

         Property and equipment, at cost, consists of:

                                                      March 31
                                       ----------------------------------------
                                             2003                  2002
                                       ------------------    ------------------
  Furniture and fixtures            $          3,731,743          7,877,283
  Machinery and equipment                      1,235,533          2,183,128
  Leasehold improvements                       1,063,753          1,440,295
  Capitalized software                           988,902            434,228
                                       ----------------------------------------
                                       ----------------------------------------
                                               7,019,931          11,934,934
  Less accumulated depreciation               (4,615,168)         (8,056,115)
                                       ------------------    ------------------
                                    $          2,404,763           3,878,819
                                       ==================    ==================



(5)      Retailer Financing Program

         In 1992, the Company  established a retailer financing program whereby,
         on a selective basis, it provided financing to Participating  Retailers
         that the Company  believed had potential for substantial  growth in the
         industry.  In connection with these  financings,  the Company typically
         made a loan and/or equity investment in the Participating  Retailer. In
         some  cases,  the Company  obtained a warrant to purchase  stock in the
         Participating  Retailer. As part of such financings,  the Participating
         Retailer typically agreed to cause all of its current and future retail
         locations to participate  in the PPT System for a designated  period of
         time (usually 5-20 years).  These  financings are speculative in nature
         and involve a high degree of risk and no  assurance  of a  satisfactory
         return on investment can be given.

                                       44
<PAGE>

         The loans are reviewed for impairment in accordance with FASB Statement
         of Financial  Accounting Standards No. 114, Accounting by Creditors for
         Impairment  of a Loan  (SFAS  114).  A  valuation  allowance  has  been
         established for the amount by which the recorded investment in the loan
         exceeds the measure of the impaired  loan. As the  financings are made,
         and  periodically  throughout the terms of the agreements,  the Company
         assesses  the  recoverability  of the  amounts  based on the  financial
         position of each  retailer.  The amounts the Company  could  ultimately
         receive  could  differ  materially  in the  near-term  from the amounts
         assumed in establishing the reserves.

         As of March  31,  2003 and 2002 the  Company  had  invested  or  loaned
         approximately $6,600,000 under the program and had provided reserves of
         approximately $6,600,000. These balances are included in other assets.

         The activity in the total reserves for the retailer  financing  program
         is as follows for the fiscal years ended March 31:

                                       2003            2002          2001
                             -----------------------------------------------
   Beginning balance          $   6,575,754       6,598,514        5,684,183
   Additions to reserve                --            50,000          925,216
   Write-offs                          --              --             --
   Recoveries                       (45,000)        (72,760)         (10,885)
                             -----------------------------------------------
   Ending balance             $   6,530,754       6,575,754        6,598,514
                             ===============================================


         During fiscal 2001, the Company  discontinued new financings under this
         retailer  financing  program.  Write-offs  of  receivables  related  to
         customers  associated  with  this  program,  but  not  included  in the
         reserves for the retailer  financing  program,  during fiscal 2001 were
         $5.15 million.

(6)      Line of Credit

         In May 2000 the  Company  obtained a line of credit with a lender in an
         amount not to exceed  the  lesser of (a) $12  million or (b) the sum of
         85% of the net amount of eligible accounts  receivable.  Interest under
         the line was payable  monthly at the bank's  prime rate plus 1/4% (5.0%
         at March 31, 2002).  The line was secured by  substantially  all of the
         Company's assets.  The terms of the credit agreement included financial
         covenants  requiring:  (1) $15  million  of  tangible  net  worth to be
         maintained at all times;  (2) a consolidated  net profit to be achieved
         each fiscal  year equal to or  exceeding  $1.00,  and (3) $5 million of
         working  capital to be  maintained  at all times.  The  agreement  also
         restricted the amount of loans and indebtedness and limited the payment
         of dividends on the Company's stock,  among other  restrictions.  Based
         upon the financial results reported as of March 31, 2002 and the twelve
         month period then ended,  the Company was in compliance  with the three
         financial  covenants at March 31, 2002. At March 31, 2002,  the Company
         had no outstanding borrowings under this agreement.

         On May 26,  2002,  the Company  canceled  its line of credit  described
         above. On May 30, 2002, the Company entered into an agreement for a new
         secured revolving line of credit.  The line of credit carries a maximum
         limit of  $4,500,000  and expires on July 1, 2003.  The Company has the
         choice of either the bank's prime  interest rate or LIBOR +2%. The line
         is secured by substantially all of the Company's  assets.  The terms of
         the credit agreement include  financial  covenants  requiring:  (1) $16
         million of  tangible  net

                                       45
<PAGE>

         worth to be maintained at all times;  (2) a consolidated  net profit to
         be  achieved  each fiscal  quarter  beginning  with the quarter  ending
         September  30,  2002 of a minimum of $1.00;  (3)  minimum  year to date
         profit of $1.00 (excluding  certain exempted  expenses)  beginning with
         the quarter ending  September 30, 2002; and (4) achievement of specific
         current and leverage financial ratios. Based upon the financial results
         reported  as of March 31,  2003,  and for the three  and  twelve  month
         periods then ended, the Company determined it is not in compliance with
         the  tangible  net worth  covenant  at March 31,  2003,  and net profit
         financial  covenants for the periods ended March 31, 2003.  The Company
         has obtained a waiver of non-compliance  with these financial covenants
         at March 31,  2003 and for the three and  twelve  month  periods  ended
         March 31, 2003. At March 31, 2003 and June 24, 2003, the Company had no
         outstanding borrowings under this agreement.

         Effective  June 16, 2003,  the bank extended the current line of credit
         to the Company  through  October 1, 2003,  under the same general terms
         and  conditions  while the Company and the bank  finalize a new line of
         credit.  The Company  believes the new line of credit will be finalized
         not later than October 1, 2003.

(7)      Related Party Transaction

         Dr. Joon S. Moon, a Rentrak Director,  received a fee totaling $241,500
         for his services in negotiating the business restructuring  transaction
         with Rentrak Japan in fiscal 2002.  Dr. Moon also received a fee in the
         amount of  approximately  $48,000 in  connection  with the October 2001
         sale of the  remaining  180,000  shares of Rentrak  Japan stock held by
         Rentrak in fiscal 2002 (See Note 1).

         SWR  Corporation,  which is owned by Paul A.  Rosenbaum,  Chairman  and
         Chief Executive Officer, received a total of $16,209 as payment for the
         rental of office space.

(8)      Income Taxes

         The  provision  (benefit) for income taxes is as follows for the fiscal
         years ended March 31:
<TABLE>
<CAPTION>

                                                             2003                  2002                  2001
                                                       ------------------   -------------------   -------------------
Current tax (benefit) provision:
<S>                                                 <C>                              <C>                <C>
     Federal                                        $          45,001                309,585                   --
     State                                                        --                  31,000                   --
                                                       ------------------   -------------------   -------------------
                                                                45,001               340,585                   --
Deferred tax (benefit) provision                              (317,438)            5,171,886            (4,514,575)
                                                       ------------------   -------------------   -------------------
                 Income tax (benefit) provision     $         (272,437)            5,512,471            (4,514,575)
                                                       ==================   ===================   ===================
</TABLE>


       The reported provision (benefit) for income taxes differs from the amount
       computed by applying the statutory federal income tax rate of 34% to
       income before provision (benefit) for income taxes as follows for the
       fiscal years ended March 31:


                                       46
<PAGE>
<TABLE>
<CAPTION>

                                                             2003                  2002                  2001
                                                      -------------------   -------------------   -------------------
Provision (benefit) computed at statutory
<S>                                                <C>                            <C>                  <C>
     rates                                         $         (262,077)            4,932,211            (4,111,261)
State taxes, net of federal benefit                           (30,833)              580,261              (468,098)
Amortization of warrants                                      120,700                22,800               140,027
Amortization of intangibles                                  (121,522)             (121,522)             (121,522)
Other                                                          21,295                98,721                46,279
                                                      -------------------   -------------------   -------------------
                                                   $         (272,437)            5,512,471            (4,514,575)
                                                      ===================   ===================   ===================

</TABLE>

         Deferred tax assets and  (liabilities)  from continuing  operations are
         comprised of the following components at March 31, 2003 and 2002:

<TABLE>
<CAPTION>


                                                                                   2003                  2002
                                                                            -------------------   -------------------
Deferred tax assets:
     Current:
<S>                                                                      <C>                              <C>
        Allowance for doubtful accounts                                  $          241,643               222,643
        Program supplier reserves                                                   501,120               510,842
        Foreign tax credit                                                           49,246                   --
        Net operating loss carryforward                                           1,153,302               960,244
        Unrealized loss on investments                                              118,785               119,015
        Deferred revenue                                                            145,043               144,060
        Other                                                                       587,769               338,763
                                                                            -------------------   -------------------
                   Total current deferred tax assets                              2,796,908             2,295,567
                                                                            -------------------   -------------------
     Noncurrent:
        Depreciation                                                                 53,479               204,996
        Retailer financing program reserve                                          360,089               663,040
        Deferred gain                                                               127,995                   --
        Other                                                                       352,520               134,846
                                                                            -------------------   -------------------
                 Total noncurrent deferred tax assets                               894,083             1,002,882
                                                                            -------------------   -------------------

                 Total deferred tax assets                               $        3,690,991             3,298,449
                                                                            ===================   ===================
</TABLE>



         As of March 31, 2003,  the Company has  estimated  net  operating  loss
         carryforwards  for federal income tax return purposes of  approximately
         $3,400,000, which expire through 2023.

(9)      Stockholders' Equity

         Stock Options and Warrants

         Options  were granted  under the 1986 Stock  Option and the  Director's
         Stock  Option  Plans.  As of March  31,  1997,  there  were no  options
         available to grant under the 1986 Stock Plan.


                                       47
<PAGE>


         Effective  March 31,  1997,  the Company  adopted the 1997  Non-Officer
         Employee Stock Option Plan. The aggregate number of shares which may be
         issued upon exercise of options under the plan may not exceed  800,000.
         In August 1997, the Company adopted the 1997 Equity Participation Plan.
         The  aggregate  number of shares  which may be issued upon  exercise of
         options  under  the plan  shall  not  exceed  2,075,000,  including  an
         increase  of 475,000  shares  approved  by the Board and the  Company's
         shareholders  in  fiscal  2003.  The  plans  are  administered  by  the
         Compensation  Committee  of the Board  which  determines  the terms and
         conditions of options issued under the plans.  Options  granted to date
         under the plans are  exercisable  over one to five years and expire ten
         years  after  date of grant.  As of March 31,  2003,  the  Company  had
         337,776  and 561,488  options  available  to be granted  under the 1997
         Non-Officer  Employee  Stock Option Plan and 1997 Equity  Participation
         Plan, respectively.

         The Company has  elected to account  for its  stock-based  compensation
         plans in accordance  with APB 25, under which no  compensation  expense
         has been  recognized  as the Company  has issued  options at or greater
         than  fair  market  value.  The  Company  has  computed  for pro  forma
         disclosure  purposes  the value of all options  granted  during  fiscal
         years 2003,  2002,  and 2001,  using the  Black-Scholes  option pricing
         model as prescribed by SFAS 123 and the following assumptions:
<TABLE>
<CAPTION>



                                                2003                  2002                  2001
                                         -------------------   -------------------   -------------------
<S>                                         <C>                  <C>                     <C>
Risk-free interest rate                     3.57 - 5.45%          4.08 - 5.47%          4.77 - 6.82%
Expected dividend yield                          0%                    0%                    0%
Expected lives                              5 - 10 years          5 - 10 years          5 - 10 years
Expected volatility                            77.69%                81.28%                78.21%

</TABLE>

         The table below summarizes the plans' activity:

<TABLE>
<CAPTION>

                                                                   Options outstanding
                                                             ----------------------------------------
                                                                                       Weighted
                                                                Number of              average
                                                                  shares            exercise price
                                                             ------------------   -------------------
<S>              <C> <C>                                          <C>               <C>
Balance at March 31, 2000                                         3,859,702          $       4.60
Granted:
     Option price = fair market value                               393,575                  3.80
     Option price > fair market value                                 5,420                  4.61
Issued                                                           (1,721,060)                 4.67
Canceled                                                           (872,948)                 5.12
                                                             ------------------   -------------------
Balance at March 31, 2001                                         1,664,689                  4.07
Granted:
     Option price = fair market value                               403,000                  3.29
Issued                                                             (227,812)                 3.22
Canceled                                                           (210,453)                 4.84
                                                             ------------------   -------------------

Balance at March 31, 2002                                         1,629,424                  3.97
Granted:
     Option price = fair market value                               619,350                  5.24
Issued                                                             (112,043)                 4.18
Canceled                                                           (153,312)                 4.02

                                                             ------------------   -------------------
Balance at March 31, 2003                                         1,983,419         $        4.35
                                                             ==================   ===================
</TABLE>

                                       48
<PAGE>


         Using the Black Scholes methodology, the total value of options granted
         during fiscal years 2003, 2002, and 2001 was approximately  $2,450,000,
         $970,000, and $1,040,000,  respectively,  which would be amortized on a
         pro forma basis over the vesting period of the option  typically one to
         four years.  The weighted  average fair value of options granted during
         the years ended March 31, 2003,  2002, and 2001 was $5.24,  $3.29,  and
         $3.82,  respectively.  Options  to  purchase  1,186,440,  978,380,  and
         1,026,899  shares of common stock were  exercisable  at March 31, 2003,
         2002, and 2001,  respectively.  These exercisable  options had weighted
         average  exercise  prices of $4.06 $4.31,  and $4.39 at March 31, 2003,
         2002, and 2001, respectively.

         The  following  table  summarizes   information   about  stock  options
         outstanding at March 31, 2003:

<TABLE>
<CAPTION>

                                                         Options outstanding              Options exercisable
                                                    -------------------------------  -------------------------------
                                                      Weighted         Weighted                         Weighted
                                    Outstanding        average         average        Exercisable        average
                                    as of March       remaining        exercise       as of March       exercise
                                      31, 2003        contractual       price           31, 2003          price
      Range of exercise prices                          life
    -----------------------------  ---------------  --------------  ---------------  ---------------  --------------
<C>        <C>                           <C>                <C>            <C>             <C>         <C>
$   1.00 - 2.59                          40,000             7.8       $    2.188           15,000      $    2.188
    2.60 - 6.49                       1,877,419             5.8            4.294        1,161,440           4.033
    6.50 - 9.78                          66,000             8.6            7.252           10,000           9.500
                                   ---------------                                   ---------------

                                      1,983,419                                         1,186,440
                                   ===============                                   ===============
</TABLE>


         The Company issued two separate  warrants in 1995 and 1998,  which were
         valued by an outside  valuation firm using standard  warrant  valuation
         models.

         Warrants to purchase  1,423,750  shares of the  Company's  common stock
         were issued in fiscal 1995 in connection with a supply agreement with a
         program  vendor.  The warrants had an initial  exercise  price of $7.13
         with 284,750 warrants vesting  immediately and 284,750 vesting over the
         following 4 years,  subject to the supplier  providing a minimum of one
         theatrical title each year of the vesting period.  The warrants,  which
         had expiration  dates through 2005,  were valued at $2,335,662 and were
         expensed over the initial 5 years of the  agreement.  In November 1996,
         the Company  adjusted  the number of shares of common stock under which
         the warrant  could be exercised to 1,543,203  shares and  decreased the
         price to $6.578 per share.  This adjustment was done in connection with
         the  distribution  of common stock of Blow Out  Entertainment,  Inc. in
         November  1996.  The  adjustment  was done  pursuant  to the  suppliers
         agreement  that  required  the  Company  to  adjust  the  warrant  if a
         distribution of the Company's  assets  occurred.  During 2002,  308,641
         warrants  expired,  leaving a balance of 1,234,562.  During the quarter
         ended September 30, 2002, 309,041 warrants expired leaving a balance of
         925,521.

         In  November  2002,  Rentrak and the program  supplier  entered  into a
         cancellation  agreement  to cancel the  remaining  925,521  outstanding
         warrants.  Under the cancellation  agreement,  Rentrak paid the program
         supplier  $300,000 in cash in consideration for the cancellation of the
         warrants. The $300,000 cash payment was charged to paid-in-capital as a
         settlement of an equity interest in the Company.  In addition,  Rentrak
         agreed to pay

                                       49
<PAGE>

         the  program  supplier  supplemental  consideration  in the  event of a
         change of control  (generally a greater than 50% change in ownership of
         the  outstanding  Rentrak  common  stock by  another  company  or group
         seeking  control).  The amount of consideration to be paid in the event
         of a change of control  is based on the value per common  share paid by
         the purchaser. This compensation is also dependent on the timing of the
         purchase.  The  supplemental  consideration  ranges  from  $300,000  to
         $2,000,000  depending  on the price and  timing  of the  purchase.  The
         Company  has not  accrued  any  amount as of March 31,  2003 due to the
         contingent nature of this supplemental consideration.

         The  value  of the  warrants  issued  in July  1998 was  recorded  as a
         deferred  charge in  equity of  $600,000.  These  warrants  relate to a
         10-year supply agreement entered into with a major customer.  The value
         of the warrants was amortized to expense as services were provided. The
         warrants expired without being exercised in 2000. Management elected to
         fully amortize the remaining  unamortized value of these warrants as of
         March 31, 2003, based on the expectation that the customer would not be
         utilizing the services of the Company in future periods.

         In  fiscal  2003,  2002 and  2001,  expense  associated  with the above
         warrants   was   approximately   $355,000,    $60,000   and   $368,000,
         respectively.  As of March 31, 2003, no warrants were  outstanding  and
         all amounts had been amortized to expense.

         In May 1995,  the board of directors  approved a  shareholders'  rights
         plan designed to ensure that all of the Company's  shareholders receive
         fair and equal  treatment in the event of certain  proposals to acquire
         control  of the  Company.  Under  the  rights  plan,  each  shareholder
         received  a  dividend  of one  right  for each  share of the  Company's
         outstanding  common  stock,  entitling  the  holders  to  purchase  one
         additional  share of the  Company's  common  stock.  The rights  become
         exercisable  after  any  person  or group  acquires  15% or more of the
         Company's  outstanding  common stock, or announces a tender offer which
         would result in the offeror  becoming the  beneficial  owners of 15% or
         more of the  Company's  outstanding  stock.  Prior to the  time  that a
         person or group  acquires  beneficial  ownership  of 15% or more of the
         Company's   outstanding  stock,  the  board  of  directors,   at  their
         discretion, may waive this provision with respect to any transaction or
         may terminate the rights plan.

         Executive Loan Program

         In June 2000,  the board of  directors  approved an offer to make loans
         available to those officers of the Company who were under an employment
         contract  for the purpose of allowing  them to exercise  their  vested,
         unexercised  "out of the money" employee stock options.  The purpose of
         this  program was to enable  executives  to  exercise  certain of their
         options and thereby  hold shares  resulting  from the  exercise of such
         options in advance of a possible  spin-off or  split-up of 3PF,  and to
         enhance the Company's  efforts to retain its key  employees.  The loans
         under this program bear interest at the federal funds rate in effect on
         the date of the loan and interest is payable  annually.  The  principal
         amount of the loan is due on the  earliest  to occur  of:  (1) one year
         prior  to  the  expiration  of  the  term  of  the  borrower's  current
         employment  agreement with the Company, (2) one year after the borrower
         leaves the Company's employment unless such departure follows a "change
         of control"  (as defined in the loan  agreements),  (3) five years from
         the date of the loan,  or (4) one year from the date of the  borrower's
         death.  The loans are secured by the stock  purchased upon the exercise
         of the options.  The loans are without recourse (except as to

                                       50
<PAGE>

         the  stock  securing  the  loans)  as to  principal  and are with  full
         recourse  against the borrower as to interest.  The offer to make these
         loans expired September 30, 2000. Prior to September 30, 2000,  several
         employees  accepted  this offer and  obtained  loans from the  Company.
         Because the loan  proceeds  were  immediately  used to pay the exercise
         price of the options to the  Company,  there was no net outflow of cash
         from the Company in connection with these loans.

         During fiscal 2002, a former officer of the Company, who was loaned, on
         June 16, 2000,  $6,629,386 to purchase  1,362,008  shares of stock upon
         exercise of his employee  stock  options and,  during the quarter ended
         September 30, 2000, was loaned  $721,235 to purchase  133,742 shares of
         stock upon  exercise of his  employee  stock  options,  terminated  his
         agreements with the Company.  Accordingly, the common stock and related
         notes  receivable  totaling  $7,350,621  were  reversed  in  a  noncash
         transaction.

         During the  three-month  period ended  September  30, 2002,  one of the
         remaining  officers  exercised  his right to have the Company  purchase
         from him his shares of stock  associated  with his loan.  The  proceeds
         from the  purchase of his stock by the Company were  partially  used to
         pay the  remaining  balance of his loan  associated  with these shares.
         Additionally,  during  this  three-month  period  the  other  remaining
         officer  allowed  his right to have the Company  purchase  from him his
         shares  of  stock  associated  with  his  loan to  expire.  The  shares
         associated  with both of these  officers' loans have been cancelled and
         the related notes have been terminated.  As a result,  all common stock
         and related notes receivable covered by all agreements  associated with
         this  officer  loan  program   noted  above  have  been   cancelled  or
         terminated.

(10)     Commitments

         Leases The  Company  leases  certain  facilities  and  equipment  under
         operating  leases  expiring at various dates through 2011.  Approximate
         rental  payments over the term of the leases  exceeding one year are as
         follows:

      Year ending March 31:
          2004                                         $         2,634,692
          2005                                                   2,660,993
          2006                                                   2,628,035
          2007                                                   2,408,360
          2008                                                   1,795,762
          2009 and thereafter                                    1,561,659
                                                          ------------------
                                                       $        13,689,501
                                                          ==================


         The leases provide for payment of taxes, insurance,  and maintenance by
         the  Company.  The  Company  also rents  vehicles  and  equipment  on a
         short-term basis. Rent expense under operating leases was approximately
         $3,159,000, $3,581,000, and $2,954,000 for the fiscal years ended March
         31, 2003, 2002, and 2001, respectively.

         Guarantees and Advances

         The  Company  has  entered  into   guarantee   contracts  with  program
         suppliers.  In general, these contracts guarantee the suppliers minimum
         payments.  In some cases  these  guarantees  are paid in  advance.  Any
         advance  payments made by the Company that will be realized  within the
         current  year are  included  in  advances  to  program  suppliers.  The


                                       51
<PAGE>

         long-term  portion is  included in other  assets.  Both the current and
         long-term  portion  are  amortized  to cost of  sales as  revenues  are
         generated from the related cassettes.

         The Company,  using  empirical  data,  estimates the projected  revenue
         stream  to be  generated  under  these  arrangements  and  accrues  for
         projected  payments  or reduces  the  carrying  amount of  advances  to
         program  suppliers  for any amount that it estimates  will not be fully
         recovered  through future revenues.  As of March 31, 2003 and 2002, the
         Company  has  reserved   approximately   $1,318,737   and   $1,344,320,
         respectively,   for   potential   unearned   shortages   under  advance
         arrangements.  As of March 31, 2003 and 2002,  the Company has reserved
         approximately  $800,000 and  $1,000,000,  respectively,  for  potential
         unearned shortages under guarantee arrangements.

         On March 22, 1999, the Company's then subsidiary BlowOut Entertainment,
         Inc.  ("BlowOut"),  filed for Chapter 11 of the Federal Bankruptcy Code
         in the United States Bankruptcy Court for the District of Delaware.  At
         that same time  BlowOut  filed a motion to sell  substantially  all the
         assets of BlowOut. BlowOut is not related to the Company's wholly owned
         subsidiary  BlowOut  Video,  Inc.  The  sale,  to a third  party  video
         retailer,  was approved on May 10, 1999 and closed on May 17, 1999. The
         Company was the principal creditor of BlowOut. In 1996, the Company had
         agreed  to  guarantee  up to $7  million  of  indebtedness  of  BlowOut
         (Guarantee). Pursuant to the terms of the Guarantee, the Company agreed
         to guarantee any amounts  outstanding  under BlowOut's credit facility.
         As the sale of the  BlowOut  assets  were not  sufficient  to cover the
         amounts  due  under  this  facility,  the  Company,   pursuant  to  the
         guarantee, has agreed to a payment plan to fulfill BlowOut's obligation
         under its credit  facility.  The payments,  as made, were recorded as a
         reduction of "net current  liabilities of  discontinued  operations" on
         the  accompanying  balance  sheet.  As of March 31,  2002,  all amounts
         related to this obligation had been paid.

         Other

         In June 2000,  the Company  entered into an  agreement  with one of its
         customers  to  modify  an  existing  contract.  Under  the terms of the
         agreement  the customer  made a payment to the Company in the amount of
         $2,500,000 in exchange for  cancellation of the  exclusivity  clause in
         the contract  requiring  the customer to acquire all of its PPT product
         from the Company and for future fulfillment  services to be provided to
         the customer by the Company's subsidiary 3PF. Subsequent to the signing
         of the  agreement,  the customer took the position that it was entitled
         to a refund of the payment, as additional agreements were not finalized
         as of the date required by the agreement. Therefore, the entire payment
         was recorded as deferred revenue on the Company's balance sheet at June
         30, 2000.

         On March 31, 2001, the Company entered into a settlement agreement with
         the customer  whereby the contract  modification  was resolved and both
         parties were  released from claims  related to the above  issues.  $1.6
         million of the $2.5 million payment was  consideration for the recovery
         of lost business related to the cancellation of the exclusivity  clause
         in the contract and was recorded as revenue. The remaining $900,000 was
         held by the Company as a credit to be applied toward future billings to
         this  customer  created by orders of PPT product from the Company.  The
         terms of the settlement  agreement provided a $900,000 credit available
         to be  applied  to  future  receivables  with  $75,000  available  each
         calendar  quarter  beginning  with  the  first  quarter  of  2001.  The
         long-term  portion of this credit has been included in other  long-term
         liabilities on the accompanying consolidated balance sheet.


                                       52
<PAGE>


(11)     Contingencies

         During  fiscal 2001,  the Company  received a final  reimbursement  for
         legal costs related to a fiscal year 2000 legal  settlement of $225,000
         which  is  included  in  net  gain  from  litigation   expense  in  the
         accompanying consolidated statement of operations.

         In  November  15,  2000,  3PF  filed a  proceeding  with  the  American
         Arbitration Association against Reel.com, Inc., a division of Hollywood
         Entertainment  Corporation  (Hollywood),  for  breach  of a  servicing,
         warehousing,  and  distribution  agreement,  and against  Hollywood  in
         connection  with its guarantee of the  obligations  of Reel.com,  Inc.,
         under the agreement.  On March 13, 2002, an arbitrator  awarded damages
         to the Company of  $1,563,153  related to the  November 15, 2000 claim.
         This  amount is  reflected  as a gain and is  included in net gain from
         litigation  settlements in the accompanying  consolidated  statement of
         operations.  In April 2002,  in a  confidential  settlement  agreement,
         Hollywood  agreed  to pay an  additional  $361,847  to the  Company  to
         resolve all outstanding issues between the two parties.

         On February 20, 2001, the Company filed a complaint against Ron Berger,
         Chairman and Chief  Executive  Officer and a director of Rentrak  until
         September  2000,  in the  Circuit  Court of the State of Oregon for the
         County of Multnomah (No. 0102-01814), seeking cancellation of shares of
         Rentrak  common  stock  acquired by Mr.  Berger  through an option loan
         program offered to the Company's  officers in June 2000 and damages for
         the  conversion  of  an  automobile  and  computer  equipment  plus  an
         over-advance  payment of business  expenses less  setoffs.  On or about
         March 29, 2001,  Mr.  Berger filed a  counterclaim  seeking  damages of
         approximately  $1.76  million plus  attorney  fees from the Company for
         conversion of Mr.  Berger's  director's fees and dividends from Rentrak
         Japan, breach of an agreement to compensate Mr. Berger for cancellation
         of options to purchase Company stock,  failure to pay accumulated wages
         and compensation, breach of an agreement to provide options to purchase
         stock in 3PF, and failure to provide  certain  insurance  benefits.  On
         June 15, 2001,  the Company  filed an amended  complaint  alleging tort
         claims  arising  out of  Mr.  Berger's  activities  as an  officer  and
         director of the Company involving Video City, Inc., and seeking damages
         of not  less  than  $6,000,000.  Effective  May 6,  2002,  the  parties
         resolved the litigation pursuant to a confidential settlement agreement
         pursuant  to which the  parties  agreed  to  dismiss  their  respective
         lawsuits and to seek nothing further from the other in litigation.

         The Company may from time to time also be a party to legal  proceedings
         and claims that arise in the ordinary  course of its  business.  In the
         opinion  of  management,  the  amount of any  ultimate  liability  with
         respect  to these  actions is not  expected  to  materially  affect the
         financial position or results of operations of the Company. The Company
         currently has no outstanding litigation.

(12)     Employee Benefit Plans

         On January 1, 1991, the Company  established  an employee  benefit plan
         (the 401(k) Plan)  pursuant to Section  401(k) of the Internal  Revenue
         Code for certain qualified employees.  Contributions made to the 401(k)
         Plan are based on percentages of employees' salaries.  The total amount
         of the  Company's  contribution  is at the  discretion  of the board of
         directors.  Contributions  under the  401(k)  Plan for the years  ended
         March  31,  2002 and  2001  were  approximately  $86,000  and  $82,000,
         respectively. As of March 31, 2003, the

                                       53
<PAGE>

         board of directors had not made a decision regarding  contributions for
         the year ended March 31, 2003.

         The Company has an Employee Stock  Purchase Plan (the Plan).  The board
         of directors has reserved  200,000 shares of the Company's common stock
         for issuance under the Plan, of which 135,481 shares remain  authorized
         and  available for sale to employees.  All  employees  meeting  certain
         eligibility  criteria may be granted the opportunity to purchase common
         stock, under certain  limitations,  at 85% of market value.  Payment is
         made through payroll deductions.

         Under the Plan, employees purchased 1,213 shares for aggregate proceeds
         of $5,740,  3,079 shares for aggregate  proceeds of $11,005,  and 4,000
         shares for aggregate  proceeds of $13,561,  in fiscal 2003,  2002,  and
         2001, respectively.

(13)     Business Segments, Significant Suppliers, and Major Customer

         The Company  classifies  its services in three  segments,  PPT, 3PF and
         Other.  Other services  include amounts  received  pursuant to previous
         royalty agreements, primarily from Rentrak Japan.



       Business Segments
<TABLE>
<CAPTION>

                                              ------------------------ -------------------------- ---------------------------
                                                    2003                          2002                        2001
                                              ------------------------ -------------------------- ---------------------------
Revenues before Intersegment  Eliminations
<S>                                            <C>                      <C>                        <C>
     PPT                                       $ 70,954,521             $      74,474,692          $      87,656,114
     3PF                                         17,380,544                    17,521,877                 23,389,443
     All Other                                         -                        6,395,754                  1,130,654
                                              ------------------------ -------------------------- ---------------------------

                                               $ 88,335,065             $      98,392,323          $     112,176,211
                                              ------------------------ -------------------------- ---------------------------
Intersegment Revenue Eliminations
     PPT                                       $       -                $        (218,204)         $        (863,818)
     3PF                                         (2,114,704)                   (2,180,137)                (3,252,344)
                                              ------------------------ -------------------------- ---------------------------
                                               $ (2,114,704)            $      (2,398,341)         $      (4,116,162)
                                              ------------------------ -------------------------- ---------------------------
Revenues from External Customers
     PPT                                       $ 70,954,521             $      74,256,488          $      86,792,296
     3PF                                         15,265,840                    15,341,740                 20,137,099
     All Other                                         -                        6,395,754                  1,130,654
                                              ------------------------ -------------------------- ---------------------------

                                               $ 86,220,361             $      95,993,982          $     108,060,049
                                              ------------------------ -------------------------- ---------------------------
Income (Loss) from Operations:
     PPT                                       $  3,264,435             $       6,269,712          $      (6,867,000)
     3PF                                         (3,274,804)                   (3,858,411)                (3,788,576)
     All Other                                           -                      5,460,399                  1,130,654
                                              ------------------------ -------------------------- ---------------------------
                                               $    (10,369)            $       7,871,700          $      (9,524,922)
                                              ------------------------ -------------------------- ---------------------------
Identifiable Assets
     PPT                                       $ 25,801,989             $      29,145,059          $      25,073,174
     3PF                                          4,924,444                     5,831,188                  8,935,935
         Discontinued Operations                         -                      3,636,080                  5,117,139
                                              ------------------------ -------------------------- ---------------------------

                                               $ 30,726,433             $      38,612,327          $      39,126,248
                                              ------------------------ -------------------------- ---------------------------
</TABLE>

                                       54
<PAGE>

         The  Company  has one  program  supplier  that  supplied  product  that
         generated 16 percent,  two that generated 15 percent, and a fourth that
         generated 11 percent of the Company's revenues for the year ended March
         31, 2003.  The Company has one program  supplier that supplied  product
         that generated 17 percent,  a second that  generated 16 percent,  and a
         third that generated 13 percent of the Company's  revenues for the year
         ended  March 31,  2002.  The  Company  has one  program  supplier  that
         supplied product that generated 19 percent,  a second that generated 15
         percent,  and a  third  that  generated  13  percent  of the  Company's
         revenues for the year ended March 31, 2001. There were no other program
         suppliers who provided  product  accounting for more than 10 percent of
         sales for the years ended March 31, 2003, 2002, and 2001.

         The Company  currently  receives a  significant  amount of product from
         four program suppliers. Although management does not believe that these
         relationships  will be  terminated  in the near term,  a loss of one of
         these suppliers could have an adverse effect on operating results.

         The  Company  has one  customer  that  accounted  for 14 percent of the
         Company's  revenue in the year ended March 31, 2003.  The same customer
         accounted  for 11  percent of the  Company's  revenue in the year ended
         March 31, 2002.  There were no other  customers that accounted for more
         than 10 percent of the  Company's  revenue in fiscal  2003,  2002,  and
         2001. The agreement  with this  fulfillment  customer  expires July 31,
         2003.  The  customer  has  notified  the Company of their intent not to
         renew this agreement.


                                       55
<PAGE>


                               RENTRAK CORPORATION
                            QUARTERLY FINANCIAL DATA
             FOR THE QUARTERS ENDED JUNE 30, 2001 TO MARCH 31, 2003

<TABLE>
<CAPTION>


                                         JUNE 30,                                                        MARCH 31,
QUARTER ENDED:                            2002               SEPTEMBER 30, 2002     DECEMBER 31, 2002       2003
                                  ----------------------------------------------------------------------------------

<S>                                    <C>                      <C>                    <C>              <C>
REVENUE                                $22,427,441              $20,774,482            $21,279,830      $21,738,608

NET INCOME:
    CONTINUING OPERATIONS                 $309,517                 $173,115              $(299,195)        $(99,189)
     DISCONTINUED OPERATIONS              (145,014)                (276,216)               (75,369)         (86,028)
                                  ----------------------------------------------------------------------------------
NET INCOME                                $164,503                $(103,101)             $(374,564)       $(185,217)
                                  ----------------------------------------------------------------------------------

EARNINGS (LOSS) PER COMMON SHARE:
   BASIC:
      CONTINUING OPERATIONS                  $0.03                    $0.02                 ($0.03)          ($0.01)
       DISCONTINUED OPERATIONS               (0.01)                   (0.03)                 (0.01)           (0.01)
                                  ----------------------------------------------------------------------------------
               NET INCOME (LOSS)             $0.02                  ($0.01)                 ($0.04)          ($0.02)
                                  ----------------------------------------------------------------------------------

   DILUTED:
      CONTINUING OPERATIONS                  $0.03                    $0.02                 ($0.03)          ($0.01)
       DISCONTINUED OPERATIONS               (0.01)                   (0.03)                 (0.01)           (0.01)
                                  ----------------------------------------------------------------------------------
               NET INCOME (LOSS)             $0.02                   ($0.01)                ($0.04)          ($0.02)
                                  ----------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

                                        JUNE 30,                                 DECEMBER 31, 2001    MARCH 31, 2002
QUARTER ENDED:                       2001 (Note 1)        SEPTEMBER 30, 2001           (Note 2)            (Note 3)
                                  ----------------------------------------------------------------------------------

REVENUE                                $27,076,878              $22,046,339            $24,311,261      $22,559,504

NET INCOME:
    CONTINUING OPERATIONS                4,946,693                  526,179              2,272,542        2,041,374
     DISCONTINUED OPERATIONS              (251,780)                (128,065)               (33,854)        (379,058)
                                  ----------------------------------------------------------------------------------
NET INCOME                               4,694,913                  398,114              2,238,688        1,662,316
                                  ----------------------------------------------------------------------------------

EARNINGS (LOSS) PER COMMON SHARE:
   BASIC:
      CONTINUING OPERATIONS                  $0.44                    $0.05                  $0.23            $0.21
       DISCONTINUED OPERATIONS               (0.02)                   (0.01)                  0.00            (0.04)
                                  ----------------------------------------------------------------------------------
               NET INCOME (LOSS)             $0.42                    $0.04                  $0.23            $0.17
                                  ----------------------------------------------------------------------------------

   DILUTED:
      CONTINUING OPERATIONS                  $0.44                    $0.50                  $0.23            $0.20
       DISCONTINUED OPERATIONS               (0.02)                   (0.01)                  0.00            (0.04)
                                  ----------------------------------------------------------------------------------
               NET INCOME (LOSS)             $0.42                    $0.49                  $0.23            $0.16
                                  ----------------------------------------------------------------------------------
</TABLE>

                                       56
<PAGE>


(1)      The June 30, 2001 quarter included results from the Rentrak Japan
         restructuring agreement. The agreement resulted in the recognition of
         $6.4 million in royalty revenue and a $5.6 million gain in other income
         during the quarter.
(2)      The December 31, 2001 quarter included recovery of a specific allowance
         in the amount of $0.9 million, established in the June 30, 2001
         quarter, for doubtful accounts related to a customer of the Company's
         subsidiary, 3PF. The quarter also included other income of $2.4 million
         related to the Rentrak Japan restructuring.
(3)      The March 31, 2002 quarter included recognition of a $1.6 million gain
         from a litigation settlement with a prior customer, as well as recovery
         in the amount of $0.7 million of a specific allowance, established in
         the December 31, 2000 quarter, for doubtful accounts related to a
         customer of the Company's subsidiary, 3PF.


<TABLE>
<CAPTION>



                              Rentrak Corporation
                        Valuation and Qualifying Accounts
                                   Schedule II

                                          Balance at        Additions      Write Offs
                                         Beginning of    (Reductions) to    Charged                               Balance at End of
              Year Ended:                  Period           Reserve       Against Reserves         Recoveries            Period
-----------------------------------------------------------------------------------------------------------------------------------

 Allowance for doubtful accounts

<S>        <C> <C>                     <C>                <C>              <C>                      <C>                <C>
     March 31, 2001                    $   836,945        $7,455,734       $(7,670,968)             $ 1,468,364        $  2,090,075
     March 31, 2002                      2,090,075        (1,546,301)       (1,598,046)               2,140,415          (1,086,143)
     March 31, 2003                      1,086,143        (1,142,138)         (447,732)               1,251,866             748,139

 Advances to program
     suppliers reserve

     March 31, 2001                    $ 1,276,078        $   93,959       $    -                   $      -              1,370,037
     March 31, 2002                      1,370,037               -             (25,717)                    -              1,344,320
     March 31, 2003                      1,344,320               -             (25,583)                    -              1,318,737

 Other Current Assets-
 Retailer Financing Program reserve


     March 31, 2001                    $  494,935        $   343,500       $    -                   $       -               838,435
     March 31, 2002                       838,435                -              -                           -               838,435
     March 31, 2003                       838,435                -              -                           -               838,435

 Other Assets-
 Retailer Financing Program reserve

     March 31, 2001                   $ 5,189,248        $   581,715           (10,884)             $       -            $5,760,079
     March 31, 2002                     5,760,079             50,000           (72,760)                     -             5,737,319
     March 31, 2003                     5,737,319                -             (45,000)                     -             5,692,319

</TABLE>

                                       57
<PAGE>


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.

                                    PART III

ITEM 10.         DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to General Instruction G(3) to Form 10-K, the information called for by
this item 10 is  incorporated by reference from the Company's  definitive  Proxy
Statement  for its 2003  Annual  Meeting  of  Shareholders  to be filed with the
Securities  and  Exchange  Commission  pursuant  to  Regulation  14A  under  the
Securities  Exchange  Act of 1934,  as amended.  See  "Election  of  Directors",
"Executive  Officers"  and  "Compliance  with  Section  16(a) of the  Securities
Exchange Act of 1934."

ITEM 11.         EXECUTIVE COMPENSATION

Pursuant to General Instruction G(3) to Form 10-K, the information called for by
this item 11 is  incorporated by reference from the Company's  definitive  Proxy
Statement  for its 2003  Annual  Meeting  of  Shareholders  to be filed with the
Securities  and  Exchange  Commission  pursuant  to  Regulation  14A  under  the
Securities Exchange Act of 1934, as amended. See "Executive Compensation."

 ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                 AND RELATED STOCKHOLDER MATTERS

Pursuant to General Instruction G(3) to Form 10-K, the information called for by
this item 12 is  incorporated by reference from the Company's  definitive  Proxy
Statement  for its 2003  Annual  Meeting  of  Shareholders  to be filed with the
Securities  and  Exchange  Commission  pursuant  to  Regulation  14A  under  the
Securities Exchange Act of 1934, as amended.  See "Security Ownership of Certain
Beneficial Owners and Management" and "Equity Compensation Plan Information>"

ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to General Instruction G(3) to Form 10-K, the information called for by
this item 13 is  incorporated by reference from the Company's  definitive  Proxy
Statement  for its 2003  Annual  Meeting  of  Shareholders  to be filed with the
Securities  and  Exchange  Commission  pursuant  to  Regulation  14A  under  the
Securities  Exchange  Act of  1934,  as  amended.  See  "Compensation  Committee
Interlocks   and  Insider   Participation"   and  "Certain   Relationships   and
Transactions".

ITEM 14.         CONTROLS AND PROCEDURES

Evaluation of Disclosure  Controls and Procedures
-------------------------------------------------

The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the Company's  disclosure controls and procedures,  as defined by the Securities
and Exchange Commission,  as of a date within 90 days of the filing date of this
report (the

                                       58
<PAGE>

"Evaluation  Date").  Based upon this evaluation,  the Company's Chief Executive
Officer and Chief Financial Officer have concluded that the Company's disclosure
controls and procedures as of the Evaluation  Date were effective to ensure that
information  required to be  disclosed  by the Company is  recorded,  processed,
summarized and reported on a timely basis.

Change  in  Internal  Controls  The  Company  maintains  a  system  of  internal
accounting  controls designed to provide reasonable  assurance that transactions
are properly recorded and summarized so that reliable financial records and
reports can be prepared and assets safeguarded.  There are inherent  limitations
in  the  effectiveness  of  any  system  of  internal  controls   including  the
possibility  of human error and the  circumvention  or  overriding  of controls.
Additionally,  the cost of a particular accounting control should not exceed the
benefit expected to be derived.

There were no significant changes in the Company's internal controls or in other
factors that could  significantly  affect  internal  controls  subsequent to the
Evaluation Date.

                                       59
<PAGE>


        PART IV

    ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

        (a)(1)   Financial Statements
        -----------------------------

                 The following documents are filed as part of the Report:

                          Consolidated Financial Statements: The Consolidated
                          Financial Statements of the Company are included in
                          Item 8 of this Report as follows:

                          Independent Auditors Report

                          Consolidated Balance Sheets as of March 31, 2003
                            and 2002

                          Consolidated Statements of Operations for the Years
                            Ended March 31, 2003, 2002 and  2001

                          Consolidated Statements of Stockholders' Equity
                            for the Years Ended March 31, 2003,
                            2002 and 2001

                          Consolidated Statements of Cash Flows for the Years
                            Ended March 31, 2003, 2002 and 2001

                          Notes to Consolidated Financial Statements

        (a)(2)   Financial Statement Schedules
        --------------------------------------

                          Consolidated Financial Statement Schedules:
                          -------------------------------------------

                          The following consolidated financial statement
                          schedule has been included in Item 8 of this Report:

                          Schedule II - Valuation and Qualifying Accounts

                 Schedules not included have been omitted because they are not
                 applicable or the required information is shown in the
                 financial statements or notes thereto.

        (a)(3)   Exhibits:  The exhibits required to be filed pursuant to
                 Item 601 of Regulation S-K are set forth in the

                 Exhibit Index.

        (b)      Form 8-K Reports. During the fourth quarter of fiscal 2003, the
                 Company filed no reports on Form 8-K.

(c) Exhibits (See Exhibit Index)

                                       60
<PAGE>

         1. A  shareholder  may obtain a copy of any  exhibit  included  in this
         Report  upon  payment  of a fee to cover  the  reasonable  expenses  of
         furnishing such exhibits by written request to Rentrak Corporation,  PO
         Box 18888, Portland, Oregon 97218.

                                       61
<PAGE>


        SIGNATURES


        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
        Exchange Act of 1934,  the  Registrant has duly caused this report to be
        signed on its behalf by the undersigned, thereunto duly authorized.

        RENTRAK CORPORATION

        By      /S/ F. Kim Cox
                --------------------------------------
                  F. Kim Cox, President

        Date   June 26, 2003

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
        this report has been signed below by the following  persons on behalf of
        the Registrant and in the capacities and the dates indicated.

        Principal Executive Officer and Director:
        By /S/ Paul A. Rosenbaum                                  June 26, 2003
           ------------------------
        Paul A. Rosenbaum, Chairman and Chief
           Executive Officer and Director

        Principal Financial And Accounting Officer:
        By /S/ Mark L. Thoenes                                    June 26, 2003
           --------------------------
        Mark L. Thoenes, Senior Vice President
        Chief Financial Officer

        Majority of Directors:

        By /S/ Cecil D. Andrus                                   June 26, 2003
            ---------------------------
             Cecil D. Andrus, Director

        By /S/ George H. Kuper                                   June 26, 2003
            ------------------------
             George H. Kuper, Director

        By /S/ Joon S. Moon                                      June 26, 2003
            --------------------------
             Joon S. Moon, Director

        By /S/ James G. Petcoff                                  June 26, 2003
            ------------------------
             James G. Petcoff, Director

        By /S/ Stanford Stoddard                                 June 26, 2003
            ------------------------
             Stanford Stoddard, Director

                                       62
<PAGE>

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Paul A. Rosenbaum, certify that:

I have reviewed this annual report on Form 10-K of Rentrak Corporation;

Based on my knowledge,  this annual report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information
included in this annual  report,  fairly  present in all  material  respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

The registrant's other certifying officer and I are responsible for establishing
and maintaining  disclosure  controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:

Designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

Evaluated  the  effectiveness  of  the  registrant's   disclosure  controls  and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

Presented in this annual report our conclusions  about the  effectiveness of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;

The  registrant's  other certifying  officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

All  significant  deficiencies  in the design or operation of internal  controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

Any fraud, whether or not material,  that involves management or other employees
who have a significant role in the registrant's internal controls; and

The registrant's  other  certifying  officer and I have indicated in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:  June 26, 2003

By: /s/ Paul A. Rosenbaum
-------------------------
Paul A. Rosenbaum
Chairman and Chief Executive Officer


                                       63
<PAGE>


                            CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Mark L. Thoenes, certify that:

I have reviewed this annual report on Form 10-K of Rentrak Corporation;

Based on my knowledge,  this annual report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information
included in this annual  report,  fairly  present in all  material  respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

The registrant's other certifying officer and I are responsible for establishing
and maintaining  disclosure  controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:

Designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

Evaluated  the  effectiveness  of  the  registrant's   disclosure  controls  and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

Presented in this annual report our conclusions  about the  effectiveness of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;

The  registrant's  other certifying  officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

All  significant  deficiencies  in the design or operation of internal  controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

Any fraud, whether or not material,  that involves management or other employees
who have a significant role in the registrant's internal controls; and

The registrant's  other  certifying  officer and I have indicated in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:  June 26, 2003

By:/s/ Mark L. Thoenes
----------------------
Mark L. Thoenes
Chief Financial Officer


                                       64
<PAGE>



                           CERTIFICATIONS PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Rentrak  Corporation  (the "Company") on
Form 10-K for the period ended March 31, 2003, as filed with the  Securities and
Exchange  Commission on the date hereof (the  "Report"),  I, Paul A.  Rosenbaum,
Chairman and Chief  Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge:

1.       The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


/s/ Paul A. Rosenbaum
---------------------
Paul A. Rosenbaum
Chairman and Chief Executive Officer
Rentrak Corporation
June 25, 2003


In connection with the Annual Report of Rentrak Corporation (the "Company") on
Form 10-K for the period ended March 31, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Mark L. Thoenes, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as
adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that, to the best
of my knowledge:

1.       The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


/s/ Mark L. Thoenes
-------------------
Mark L. Thoenes
Chief Financial Officer
Rentrak Corporation
June 25, 2003

                                       65
<PAGE>

                                  EXHIBIT INDEX

The following exhibits are filed herewith or, if followed by a number in
parentheses, are incorporated herein by reference from the corresponding exhibit
filed in the report or registration statement identified in the footnotes
following this index:

    Exhibit
    Number       Exhibit
      2          Agreement Concerning Changes to Business Cooperation Agreement
                (Framework) between Rentrak
                 Japan Co., Ltd. and Rentrak Corporation. (1)
      3.1        Amended and Restated Articles of Incorporation and amendments
                 thereto. (2)
      3.2        1995 Restated Bylaws, as amended to date. (3)
     10.1*       1986 Second Amended and Restated Stock Option Plan and Forms
                 of Stock Option Agreements. (4)
     10.2*       Amendment to 1986 Second Amended and Restated Stock Option
                 Plan dated May 19, 2000. (5)
     10.3*       Amended and Restated Employment Agreement with Marty Graham
                 dated May 17, 1997. (7)
     10.4*       Addendum to Employment Agreement with Marty Graham dated
                 June 8, 2000. (8)
     10.5*       Amendment to Employment Agreement with Marty Graham dated
                 September 1, 2000. (9)
     10.6*       Employment Agreement with Christopher E. Roberts dated
                 November 1, 2002. (9)**
     10.7*       The 1997 Equity Participation Plan of Rentrak Corporation,
                 as amended.
     10.8*       Form of Non-Qualified Stock Option Agreement under 1997
                 Equity Participation Plan. (13)
     10.9*       Form of Incentive Stock Option Agreement under 1997 Equity
                 Participation Plan. (14)
     10.10*      Employment Agreement with F. Kim Cox dated April 1, 1998. (11)
     10.11       Revolving Line of Credit Agreement with Wells Fargo Bank
                 dated June 15, 2002. (12)
     10.12*      Employment Agreement with Mark L. Thoenes dated January 1,
                 2001. (13)


                                       66
<PAGE>

     10.13*      Employment Agreement with Timothy J. Erwin dated November 1,
                 2002. (14)
     10.14       Rights Agreement dated as of May 18, 1995, between Rentrak
                 Corporation and U.S. Stock Transfer Corporation. (15)
     10.15*      Letter Agreement between Rentrak Corporation and Joon S. Moon
                 entered into as of March 15, 2001. (16)
     10.16*      Incentive Stock Option Agreement with Paul A. Rosenbaum dated
                 March 30, 2001. (17)
     10.17*      Non-Qualified Stock Option Agreement with Paul A. Rosenbaum
                 dated March 30, 2001. (18)
     10.18*      Employment Agreement with Amir Yazdani dated July 1, 2001. (19)
     10.19*      Employment Agreement with Paul A. Rosenbaum dated October 1,
                 2001. (20)
     10.20*      Consulting Agreement between 3PF.Com, Inc., and
                 George H. Kuper dated June 13, 2001. (21)
     10.21*      The 1997 Non-Officer Employee Stock Option Plan of
                 Rentrak Corporation.  (22)
     10.22*      Amendment to the 1997 Non-Officer Employee Stock Option Plan
                 of Rentrak Corporation. (23)
     10.23*      Second Amendment to the 1997 Non-Officer Employee Stock Option
                 Plan of Rentrak Corporation. (24)
     10.24*      Third Amendment to the 1997 Non-Officer Employee Stock Option
                 Plan of Rentrak Corporation. (25)
     10.25       Letter Agreement between Rentrak Corporation and Disney
                 Enterprises, Inc., dated November 15, 2002. (26)
     10.26*      Employment Agreement with Kenneth M. Papagan dated
                 November 18, 2002, together with form of
                 incentive stock option agreement. (27)
     10.27*      Employment Agreement with Ronald Giambra dated
                 July 1, 2002. (28)
     21          List of Subsidiaries of Registrant.
     23          Consent of KPMG LLP., independent auditors.


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<PAGE>


     99.1        Description of Capital Stock of Rentrak Corporation. (32)
     99.2        Certification of Chief Executive Officer Pursuant to
                 18 U.S.C. Section 1350.
     99.3        Certification of Chief Financial Officer Pursuant to
                 18 U.S.C. Section 1350

                                       68
<PAGE>

*  Management Contract or Compensatory Plan or Arrangement.

** Portions omitted pursuant to a request for confidentiality treatment filed
   with the Securities and Exchange Commission.

1.         Filed as Exhibit 2 to Form 8-K filed on April 17, 2001.

2.         Filed in Form S-3 Registration Statement, File No. 33-8511, filed on
           November 21, 1994.

3.         Filed as Exhibit 3.1 to Form 10-Q filed on February 14, 2001.

4.         Filed as Exhibit 10.1 to 1993 Form 10-K filed on June 28, 1993
           (File No. 0-15159).

5.         Filed as Exhibit 10.30 to 2000 Form 10-K filed on June 29, 2000.

6.         Filed as Exhibit 10.1 to Form 10-Q filed on November 3, 1997.

7.         Filed as Exhibit 10.23 to 2000 Form 10-K filed on June 29, 2000.

8.         Filed as Exhibit 10.13 to 2001 Form 10-K filed on June 29, 2001.

9.         Filed as Exhibit 10.4 to Form 10-Q filed on February 14, 2003.

10.        Filed as Exhibit 10.10 to 2002 Form 10-K filed on June 28, 2002.

11.        Filed as Exhibit 10.2 to Form 10-Q filed on November 6, 1998.

12.        Filed as Exhibit 10.1 to Form 10-Q filed on February 14, 2003.

13.        Filed as Exhibit 10.25 to 2001 Form 10-K filed on June 29, 2001.

14.        Filed as Exhibit 10.3 to Form 10-Q filed on February 14, 2003.

15.        Filed as Exhibit 4 to Form 8-K filed on June 5, 1995.

16.        Filed as Exhibit 10.29 to 2001 Form 10-K filed on June 29, 2001.

17.        Filed as Exhibit 10.30 to 2001 Form 10-K filed on June 29, 2001.

18.        Filed as Exhibit 10.31 to 2001 Form 10-K filed on June 29, 2001.

19.        Filed as Exhibit 10.1 to Form 10-Q filed on November 13, 2001.

20.        Filed as Exhibit 10.1 to Form 10-Q filed on February 14, 2002.

21.        Filed as Exhibit 10.28 to 2002 Form 10-K filed on June 28, 2002.

22.        Filed as Exhibit 4.1 to Form S-8 filed on June 5, 1997.

23.        Filed as Exhibit 4.1 to Form S-8 filed on October 29, 1997.


                                       69
<PAGE>


24.        Filed as Exhibit 10.31 to 2002 From 10-K filed on June 28, 2002.

25.        Filed as Exhibit 10.1 to Form 10-Q filed on November 13, 2002.

26.        Filed as Exhibit 99 to Form 8-K filed on November 18, 2002.

27.        Filed as Exhibit 10.2 to Form 10-Q filed on February 14, 2003.

28.        Filed as Exhibit 10.5 to Form 10-Q filed on February 14, 2003.

29.        Filed as Exhibit 99 to 2001 Form 10-K filed on June 29, 2001.


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