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, 2001 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 [ ]

As of June 20, 2001, 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 $37,967,894.


As of June 20,  2001,  the  Registrant  had  12,292,605  shares of Common  Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

PORTIONS OF THE  DEFINITIVE  PROXY  STATEMENT FOR THE 2001 ANNUAL MEETING OF THE
SHAREHOLDERS ARE INCORPORATED BY REFERENCE INTO PART III OF THIS FORM 10-K


<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             11

          PART II

5.        Market for  Registrant's Common Equity and Related              11
          Stockholder Matters

6.        Selected Financial Data                                         13

7.        Management's Discussion and Analysis of Financial               14
          Condition and Results of Operations

7A.       Quantitative and Qualitative Disclosures About  Market          23
          Risk

8.        Financial Statements and Supplementary Data                     24

9.        Changes in and Disagreements with Accountants on                52
          Accounting and Financial Disclosure

          PART III

10.       Directors and Executive Officers of the Registrant              52

11.       Executive Compensation                                          52

12.       Security Ownership of Certain Beneficial Owners                 52
          and Management

13.       Certain Relationships and Related Transactions                  52

          PART IV

14.       Exhibits, Financial Statement Schedules and Reports on          53
          Form 8-K

                                      -2-
<PAGE>


                                     PART I

      ITEM 1.     BUSINESS

      GENERAL

            The Company's  primary  business is the collection and processing of
      rental and sales information regarding videocassettes 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 videocassettes to consumers
      ("Retailers"),  including  grocery stores and  convenience  stores,  lease
      videocassettes  and  other  media  ("Cassettes")  from  Rentrak  for a low
      up-front fee and share a portion of each retail  rental  transaction  with
      the Company. The Company's PPT System generated 71 percent, 82 percent and
      86  percent  of total  revenues  in  fiscal  years  2001,  2000 and  1999,
      respectively.

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

            3PF.COM,  Inc.  (formerly  ComAlliance),  provides order processing,
            inventory management, and fulfillment services to Internet retailers
            and  wholesalers  and to  other  businesses  requiring  just-in-time
            fulfillment.   3PF.COM,   Inc.'s   Web-site   can  be   accessed  at
            www.3PF.COM.

            BlowOut Video,  Inc., sells  videocassettes  and digital  videodiscs
            through its Web-site www.blowoutvideo.com, and  through seven retail
            outlets.


      PAY-PER-TRANSACTION SYSTEM

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

            Under  the  PPT  System,   after  the   Retailer  is  approved   for
      participation in the PPT System,  Cassettes 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  licensees  or owners of the  rights to certain
      video programming  ("Program Suppliers") that hold the distribution rights
      to the  Cassettes.  Due to the lower cost of  "bringing  Cassettes  in the
      door",  Retailers  generally obtain a higher number of Cassettes under the
      PPT System than the traditional  distribution method. The expected benefit
      to the Retailer is a higher  volume of rental  transactions,  as well as a
      reduction  in capital cost and risk.  The expected  benefit to the Program
      Supplier  is an  increase  in  the  total  number  of  Cassettes  shipped,
      resulting in increased  revenues and opportunity for profit.  The expected
      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

                                      -3-
<PAGE>

 in the PPT System ("Participating Retailers").

            The Company  markets its PPT System  throughout  the United  States,
      Canada  and the  United  Kingdom.  Following  the  sale  of a 5.6  percent
      interest in Rentrak Japan Co. Ltd.  ("Rentrak  Japan"),in April, 2001, the
      Company also owns a 3.4 percent interest in Rentrak Japan

      a Japanese  corporation which markets a similar service to video retailers
      in Japan.  Rentrak  has the  right,  and upon the  occurrence  of  certain
      conditions will be required, to sell its remaining 3.4 percent interest in
      Rentrak Japan for a minimum of approximately $2.4 million.

            In February 1998, the Company entered into a Shareholders  Agreement
      and a PPT License  Agreement with Columbus Holdings Limited and Rentrak UK
      Limited  to  develop  the  Company's  PPT   distribution  and  information
      processing  business in the United Kingdom through Rentrak UK. The Company
      presently owns a 92 percent equity interest in Rentrak UK. As of March 31,
      2000,  Rentrak UK was not generating  income or positive cash flow and the
      Company's  investment  of $222,000  was written off. As of March 31, 2001,
      Rentrak UK continued to generate no income or 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 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 Program Suppliers,  including Buena Vista Pictures Distribution,
      Inc., a subsidiary of The Walt Disney Company, Paramount Home Video, Inc.,
      Universal  Studios  Home  Video  Inc.,  and  Twentieth  Century  Fox  Home
      Entertainment  (formerly Fox Video), a subsidiary of Twentieth Century Fox
      Film Corporation. The Company's arrangements with Program Suppliers are of
      varying  duration,  scope and  formality.  In some cases,  the Company has
      obtained  Cassettes  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 can be no  assurance  that any of the Program  Suppliers
      will continue to distribute Cassettes 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 can be 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 Cassettes 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 18 percent,  a second that generated
      15 percent,  and a third that generated 13 percent of Rentrak revenues for
      the year ended March 31, 2001.  There were no other Program  Suppliers who
      provided  product that  generated more than 10 percent of revenues for the
      year ended March 31, 2001.

            The Company currently receives a significant amount of product from
      three Program Suppliers. Although management does not believe that these
      relationships

                                      -4-
<PAGE>

      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.

      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 intends to continue this
      practice of providing such  commitments and there can be no assurance that
      this  practice  will not in the  future  result  in  losses  which  may be
      material.

      Distribution of Cassettes

            The Company's  proprietary  Rentrak  Profit Maker Software (the "RPM
      Software") allows Participating Retailers to order Cassettes 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 catalogue called "Ontrak."

            To be competitive, Retailers must be able to rent their Cassettes on
      the "street date" announced by the Program Supplier for the title. Rentrak
      has  contracted  with  its  subsidiary  3PF.COM  to  distribute  Rentrak's
      Cassettes 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 cost of sales.

      Computer Operations

            To participate  in the Company's PPT System,  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
      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 Retailer in ordering newly released titles and in managing the
      inventory of Cassettes.

            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 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 Cassettes
      on a consistent,

                                      -5-
<PAGE>

      accurate and timely basis.  Several  different types of exception  reports
      are  produced   weekly.   These  reports  are  designed  to  identify  any
      Participating  Retailers that vary 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 Cassettes.

      Seasonality

            The  Company  believes  that the home  video  industry  is  seasonal
      because  Program  Suppliers tend to introduce hit titles at two periods of
      the year,  early  summer and  Christmas.  Since the  release to home video
      usually  follows  the  theatrical  release  by  approximately  six  months
      (although  significant  variations occur on certain titles),  the seasonal
      peaks  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 the growth of 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, at a time when the video  industry was  experiencing  rapid
      growth, 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
      an 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 financing,  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). Under these agreements,  Participating Retailers were typically
      required to obtain all of their  requirements  of Cassettes  offered under
      the PPT  System  or  obtain  a  minimum  amount  of  Cassettes  based on a
      percentage of the Participating  Retailer's revenues.  Notwithstanding the
      long  term   nature  of  such   agreements,   both  the  Company  and  the
      Participating  Retailer  retained the right, in certain  circumstances, to
      terminate such agreement upon 30-90 days' prior written notice.

            During the three month period ended  September 30, 2000, the Company
      announced  the   discontinuance  of  new  financings  under  the  Retailer
      Financing  Program.  Write-offs  of assets  associated  with this  program
      during  fiscal 2001 were $6.1 million,  including  $4.4 million due to the
      Company from Video Update,  Inc. The Company  continues to seek to enforce
      agreements entered into in connection with this program in accordance with
      their terms to the extent practicable.

                                      -6-
<PAGE>


      Competition

            The Cassette  distribution business is a highly competitive industry
      that is rapidly changing. The traditional,  and still dominant,  method of
      distributing  Cassettes  to Retailers  is through  purchase  transactions;
      i.e., a Retailer  purchases  Cassettes from a distributor  and then offers
      the  Cassettes 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  Retailers an  alternative  method of obtaining  Cassettes.
      Accordingly,  the  Company  faces  intense  competition  from  all  of the
      traditional distributors, including Ingram Entertainment, Inc., VPD, Baker
      and Taylor,  Inc., 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  Cassettes  to Retailers on a revenue  sharing  basis.  For
      example,   several   traditional   distributors  have  executed  licensing
      agreements with Supercomm,  Inc. ("Supercomm"),  a wholly-owned subsidiary
      of The Walt Disney  Company,  to market product on revenue  sharing terms.
      Several  traditional  distributors  have  also  executed  revenue  sharing
      agreements with motion picture studios  ("Studios").  Several  traditional
      distributors have also entered into licensing  agreements with the Company
      to distribute Cassettes to Retailers using the PPT System.

            The  Company  also  competes  with  Supercomm  on  two  levels:  (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 Cassettes as well as traditional Cassettes.

            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
      Cassettes  purchased.  Also, some major Studios have offered  Cassettes to
      Retailers on a lease basis. In addition,  all major Studios sell Cassettes
      directly to major  Retailers  including  Blockbuster,  the world's largest
      chain of home video  specialty  stores.  The Company  believes  all 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
      Cassette  titles  on  a  "sell-

                                      -7-
<PAGE>

      through" basis; i.e., they bypass the traditional rental period by selling
      the Cassettes  directly to consumers at a price of approximately  $9.95 to
      $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  Cassette  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,  which is
      presently owned 3.4 percent by the Company and 90 percent by CCC's largest
      shareholder,  Tsutaya  Shoten  Co.,  Ltd.  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.  On August 6, 1992, the
      Company entered into an expanded definitive  agreement with CCC to develop
      the PPT System in certain markets throughout the world.

            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).  The
      Company  received  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.   As  of  March  31,  2001,
      approximately  $746,000  had been  recorded  as  deferred  revenue  on the
      accompanying  consolidated  balance  sheet  to  be  recognized  in  future
      periods.

            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 of $5.65 million to the Company and released certain of
      the Company's payment  obligations  totaling $2.1 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.

                                      -8-
<PAGE>


      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  claims a copyright in its RPM Software and considers it to be
      proprietary.

      Employees

            As of March  31,  2001,  including  all  subsidiaries,  the  Company
      employed 408 active  employees.  The Company  considers its relations with
      its employees to be good.

      Financial Information About Industry Segments

            See Note 12 of the Notes to the  Consolidated  Financial  Statements
      for information regarding the Company's business segments.


      ITEM 2.     PROPERTIES

            The Company currently maintains its headquarter offices in Portland,
      Oregon where it leases 48,807 square feet of office space. The lease began
      on January  1, 1997 and  expires  on  December  31,  2006.  The  Company's
      subsidiary,  3PF.COM,  Inc.,  maintains  two  distribution  facilities  in
      Wilmington,  Ohio  and one in  Columbus,  Ohio  where it  leases  102,400,
      121,600  and  388,264  square  feet,   respectively.   These  distribution
      facilities  also  include   administrative   office  space.   These  three
      distribution  facility  leases expire on June 30, 2002,  December 31, 2010
      and February 28, 2008, respectively.  Management believes its office space
      and  distribution  facility space is adequate and suitable for its current
      operations.   Management  does  not  anticipate  a  problem  in  obtaining
      additional suitable space to meet its needs as necessary.


      ITEM 3.     LEGAL PROCEEDINGS


            In June 1998, Video Update,  Inc. ("Video Update") filed a complaint
      (the "Video Update Complaint")  against the Company entitled Video Update,
      Inc. v. Rentrak  Corp.,  Civil  Action No.  98-286,  in the United  States
      District  Court for the District of Delaware.  The Video Update  Complaint
      alleges  various  violations of the  antitrust  laws,  including  that the
      Company  has   monopolized   or  attempted  to  monopolize  a  market  for
      videocassettes  leased to retain video stores in violation of Section 2 of
      the  Sherman  Act.  Video  Update  further   alleges  that  the  Company's
      negotiation  and  execution of an  exclusive,  long-term  revenue  sharing
      agreement  with Video  Update  violates  Section 1 of the  Sherman Act and
      Section 3 of the Clayton Act. Video Update is seeking unspecified monetary
      relief,  including treble damages and attorney fees, and equitable relief,
      including  an  injunction  prohibiting  the  Company  from  enforcing  its
      agreement  with  Video

                                      -9-
<PAGE>

      Update or any exclusivity  provision against  videocassette  suppliers and
      video retailers. In August 1998, the Court granted the Company's motion to
      dismiss the Video  Update  Complaint  pursuant  to Federal  Rules of Civil
      Procedure Rule 12(b)(3) on the basis of improper venue.

            In August  1998,  Video  Update  filed a new  complaint  against the
      Company in the United  States  District  Court for the  District of Oregon
      (the "Re-Filed Complaint"),  Case No. 98-1013HA. The Re-Filed Complaint is
      substantially the same as the previous complaint. The Company believes the
      Re-Filed  Complaint  lacks merit and intends to vigorously  defend against
      the  allegations in the  Complaint.  The Company has answered the Re-Filed
      Complaint   denying  its  material   allegations  and  asserting   several
      affirmative  defenses.  The Company also has counterclaimed  against Video
      Update  alleging,  among other things,  breach of contract,  breach of the
      covenant  of good  faith and fair  dealing,  promissory  fraud,  breach of
      fiduciary   duty,   breach  of  trust,   constructive   fraud,   negligent
      misrepresentation  and intentional  interference with business  advantage,
      and is seeking damages and equitable relief.

            In October  1998,  the Company  filed a motion for summary  judgment
      seeking to dismiss  the  lawsuit  filed  against  it by Video  Update.  In
      January  1999,  the Company  filed a separate  motion for partial  summary
      judgment on its breach of contract  counterclaim  seeking to recover  more
      than $4.4  million in fees and  interest  which the Company  claims  Video
      Update owes to it. The court denied Rentrak's motions without reaching the
      merits and without  prejudice to refiling the motions after  discovery had
      been conducted. On October 21, 1999, the Company amended its counterclaims
      to  add   additional   claims,   including   a  claim  for  trade   secret
      misappropriation  and a claim  for  recovery  of  personal  property.  The
      amended  countercomplaint  also  added  Video  Update's  chairman,  Daniel
      Potter,  as a  defendant  to the  fraud  and  negligent  misrepresentation
      claims.  Mr. Potter filed a motion to dismiss the Company's claims against
      him which motion was granted by the Court on April 13, 2000.  Video Update
      also moved to dismiss six of the Company's  claims. On April 13, 2000, the
      Court  granted Video  Update's  motion in part and dismissed the following
      claims:  promissory  fraud,  breach of  fiduciary  duty,  breach of trust,
      constructive fraud, and negligent misrepresentation. On July 31, 2000, the
      Company filed  multiple  motions for summary  judgment  including a motion
      seeking to dismiss Video Update's  antitrust  claim and a motion seeking a
      finding that Video Update breached its contract with Rentrak. On September
      18, 2000, Video Update filed a voluntary  petition under Chapter 11 of the
      federal  Bankruptcy  Code. In light of the  bankruptcy  case, the District
      Court dismissed the Re-Filed Complaint and counterclaims on its own motion
      in January 2001,  but that action could be  reinitiated by Video Update at
      any time.  The Company has filed a proof of claim in the  bankruptcy  case
      asserting  the claims the  Company  asserted  in its  counterclaim  in the
      District Court action.

            On November 15, 2000,  3PF.COM,  Inc., a subsidiary  of the Company,
      filed a  proceeding  with the  American  Arbitration  Association  against
      Reel.com,  Inc.,  a  subsidiary  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.  3PF.COM,  Inc., is
      seeking  damages  in  the  amount  of  $4,776,237  plus  an  amount  to be
      determined as consequential  damages,  together with prejudgment  interest
      and attorney fees. Hollywood and Reel.com, Inc., have filed a counterclaim
      for attorney fees.

                                      -10-
<PAGE>


            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 Rentrak 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  Rentrak
      stock,  failure to pay accumulated  wages and  compensation,  breach of an
      agreement to provide  options to purchase  stock in  Rentrak's  subsidiary
      3PF.COM,  Inc.,  and failure to reimburse  Mr.  Berger for life  insurance
      premiums and cancellation of family health insurance. The claim for breach
      of an agreement to provide  options to purchase stock in the subsidiary is
      also asserted against counterclaim defendant 3PF.COM, Inc. The Company has
      denied  liability  for the  counterclaims.  On June 15, 2001,  the Company
      filed an amended complaint  alleging claims for breach of duty of care and
      breach of fiduciary  duty against Mr. Berger arising out of his activities
      as an officer and director of the Company  involving Video City, Inc., and
      seeking  damages with respect to those claims in an amount to be proved at
      trial  but not  less  than  $6.0  million.  The case is  presently  in the
      discovery phase. The Company intends to contest the case vigorously.

            The  Company is also  subject 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 as a whole.


      ITEM 4.     SUBMISSION OF MATTERS TO 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.

                                     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 May 31,  2001 there  were  approximately  315  holders of record of the
      Company's  common stock.  On May 31, 2001,  the closing sales price of the
      Company's common stock as quoted on the Nasdaq National Market was $3.50.

                                      -11-
<PAGE>

            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, 1999                            $5.25                   $2.66

      SEPTEMBER 30, 1999                       $6.00                   $3.50

      DECEMBER 31, 1999                        $7.41                   $3.25

      MARCH 31, 2000                           $7.25                   $5.13

      JUNE 30, 2000                            $5.88                   $3.13

      SEPTEMBER 30, 2000                       $4.16                   $3.00

      DECEMBER 31, 2000                        $3.69                   $1.50

      MARCH 31, 2001                           $4.09                   $2.03


      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 therefor, subject to the dividend and liquidation rights
      of any  preferred  stock  that may be issued and  subject to the  dividend
      restrictions in the Company's bank credit agreement described in Note 5 of
      the Notes to the Consolidated Financial Statements.

            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's  bank  credit  agreement  limits the  payment of
      dividends on the Company's  stock. The Company does not intend to pay cash
      dividends in the foreseeable future.

                                      -12-
<PAGE>

<TABLE>
ITEM 6.    SELECTED FINANCIAL DATA
--------------------------------------------------------------------------------(In Thousands Except Per Share Amounts)


                                                                      Year Ended March 31,
                                                                   2001          2000          1999          1998          1997
                                                           ----------------------------------------------------------------------
Consolidated Statements of Operations Data
   Net revenues:
<S>                                                                  <C>          <C>           <C>           <C>           <C>
        Application fees                                         $    20       $   311       $   371       $   383       $   354
        Order processing fees                                     18,563        23,086        22,420        25,313        22,720
        Transaction fees                                          57,127        62,440        72,835        78,671        70,467
        Sell-through fees                                          6,578         7,811        11,347         9,383        11,101
        Other                                                     34,111        19,736        16,814         9,001        11,634

   Total net revenues                                            116,399       113,384       123,787       122,751       116,276
   Cost of sales                                                  93,600        91,706       103,943       100,974        90,882
   Gross profit                                                   22,799        21,678        19,844        21,777        25,394

        Selling and administrative expense                        32,967        26,449        15,996        14,572        16,160
        Net (gain) loss on litigation settlement                    (225)       (7,792)        1,099             -             -
        Other income (expense)                                    (2,149)       (1,519)          597           652           999
        Income (loss) from continuing operations before
         discontinued operations and benefit(provision)
         for income taxes                                        (12,092)        1,502         3,347         7,857        10,233
        Income tax benefit (provision)                             4,515          (451)       (1,304)       (3,199)       (3,950)
        Income (loss) from continuing operations before
             discontinued operations                              (7,577)        1,051         2,043         4,658         6,283
        Discontinued Operations: (1)
             Gain on disposal of subsidiaries                          -         2,374             -             -             -
                                                           ----------------------------------------------------------------------
   Net income (loss)                                             ($7,577)       $3,425        $2,043        $4,658        $6,283
                                                           ======================================================================
   Diluted earnings (loss) per common share
         Continuing operations                                    $(0.63)        $0.10         $0.18         $0.41         $0.52
         Discontinued operations                                  $    -         $0.22         $   -         $   -         $   -
   Earnings (loss) per common share                               $(0.63)        $0.32         $0.18         $0.41         $0.52
                                                           ----------------------------------------------------------------------
  Common shares and common share equivalents
       used to compute diluted EPS                                11,985        10,759        11,066        11,445        12,159
                                                           ----------------------------------------------------------------------
                                                                                          At March 31,
                                                                   2001          2000          1999          1998          1997
                                                           ----------------------------------------------------------------------
Balance Sheet Data
   Working Capital                                             $  3,643         $9,871        $4,586        $1,062        $1,488
   Total Assets                                                  39,126         50,473        49,457        51,609        43,048
   Long-term Liabilities                                          1,175          1,677             -             -             -
   Stockholders' Equity                                          11,387         18,081        14,292        13,254        11,272

(1)  See Note 13 of the Notes to Consolidated Financial
Statements.

                                      -13-
</TABLE>
<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,  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 Cassettes from Program  Suppliers.  This Annual
      Report on Form 10-K further describes some of these factors.


                               RENTRAK CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                For The Years Ended March 31, 2001, 2000 and 1999

<TABLE>

                                                     2001         2000          1999
                                               -----------------------------------------
    REVENUES
<S>                                            <C>           <C>           <C>
                                               $116,399,048  $113,384,220  $123,787,390
    OPERATING COSTS AND EXPENSES
       Cost of sales                             93,600,177    91,706,290   103,942,898
       Selling, general, and administrative      32,967,141    26,448,569    15,995,941
       Net (gain) expense on litigation            (225,000)   (7,791,880)    1,099,154
    settlement
                                               -----------------------------------------
                                                110,362,979   121,037,993    26,342,318
                                               -----------------------------------------

    INCOME (LOSS) FROM OPERATIONS                (9,943,270)    3,021,241     2,749,397
    Other income (expense)                       (2,148,673)   (1,519,378)      597,108
                                               -----------------------------------------

    INCOME (LOSS) FROM CONTINUING OPERATIONS
       BEFORE INCOME TAX PROVISION AND GAIN
       FROM DISPOSAL OF DISCONTINUED
       OPERATIONS                                 1,501,863     3,346,505   (12,091,943)
    Income tax benefit (provision)                4,514,575      (450,559)   (1,303,999)
                                               -----------------------------------------
    INCOME (LOSS) FROM CONTINUING OPERATIONS     (7,577,368)    1,051,304     2,042,506

    Gain from disposal of discontinued
     operations including income tax benefit of    $483,502            -      2,373,502             -
                                               -----------------------------------------
    NET INCOME (LOSS)                           $(7,577,368)   $3,424,806    $2,042,506
                                               =========================================
</TABLE>
                                      -14-
<PAGE>

Fiscal 2001 Compared to Fiscal 2000

      Continuing Operations - Domestic PPT Operations and Other
      Continuing Subsidiaries

            For the year ended March 31, 2001, the Company's total  consolidated
      revenue  increased  $3.0 million to $116.4  million from $113.4 million in
      the prior year.  Total  consolidated  revenue  includes the  following PPT
      System fees:  application  fees  generated when Retailers are approved for
      participation  in the PPT System;  order  processing  fees  generated when
      Cassettes are ordered by and  distributed to Retailers;  transaction  fees
      generated when Retailers  rent Cassettes to consumers;  sell-through  fees
      generated when  Retailers  sell  Cassettes to consumers;  and buy out fees
      when  Retailers  purchase  Cassettes  at the  end of the  lease  term.  In
      addition,  total  revenue  includes  charges to customers of the Company's
      subsidiary  3PF.COM,  Inc., which provides  e-commerce  order  processing,
      fulfillment and inventory management services,  sales of Cassettes through
      the Company's retail subsidiary  BlowOut Video, Inc., charges for internet
      services  provided by the  Company's  subsidiary  formovies.Com,  Inc. and
      royalty payments from Rentrak Japan.

            The increase in total  consolidated  revenue was  primarily due to a
      decline in (i) 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)  increased  revenue from services
      provided by 3PF.COM, Inc. In addition,  PPT revenue was also affected by a
      reduction in the total  number of  Cassettes  leased under the PPT System,
      due in part to Studios  offering  more titles under  various  "copy depth"
      programs,  intended to increase the number of Cassettes in distribution by
      lowering the cost of rental videocassettes to Retailers, than they have in
      the past and to the  willingness of program  suppliers to engage in direct
      revenue sharing arrangements with the largest retailer chains.

            In fiscal 2001,  PPT  revenues  were $ 83.6  million,  a decrease of
      $10.9  million,  or  12  percent,  from  $94.5  million  in  fiscal  2000.
      Application-fee  revenue  was  $20,000  compared  to $300,000 in the prior
      year, as the Company discontinued its practice of charging new retailers a
      fee at the time of  application  to use the PPT  System.  During the year,
      order processing-fee revenue decreased to $18.6 million from $23.1 million
      in fiscal 2000, a decrease of $4.5 million, or 19 percent. Transaction-fee
      revenue totaled $57.1 million,  a decrease of $5.3 million,  or 8 percent,
      from $62.4  million  the  previous  year.  Sell-through  revenue  was $6.6
      million in fiscal  2001 as  compared  to $7.8  million in fiscal  2000,  a
      decrease of $1.2 million, or 17 percent.

            Royalty  revenue from Rentrak Japan decreased to $1.1 million during
      fiscal 2001 from $1.8 million the previous year.  This decrease was due to
      a one-time  recognition  of $0.5 million of royalty income in fiscal 2000,
      which was  subsequently  reversed  in  fiscal  2001 due to a change in the
      business arrangements between Rentrak and Rentrak Japan.

            Cost of sales for the PPT business in fiscal 2001 decreased to $67.1
      million from $79.6  million the prior year,  a decrease of $12.5  million.
      The change is primarily  due to the factors that led to changes in revenue
      as noted above.  In fiscal  2001,  the  Company's  PPT System gross profit
      margin increased to 20 percent from 16 percent the previous year.

                                      -15-
<PAGE>

            PPT business selling and administrative  expenses were $23.8 million
      in fiscal 2001 compared to $22.0 million in fiscal 2000.  This increase of
      $1.8 million,  or 8 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 and (iii) $0.4 million in costs to reimburse
      the dissident shareholder group for their legal and other costs associated
      with  the  proxy  contest.   While  the  Company  wrote  off  or  reserved
      approximately  $8.5 million in assets  related to the  Retailer  Financing
      Program,  investments  and accounts  receivable  during the quarter  ended
      September 30, 2000, it also increased  reserves and wrote off other assets
      totaling  approximately  $9.0 million  during the fourth quarter of fiscal
      2000.

            The net gain from the litigation settlement with a prior customer of
      the  Company,  Hollywood  Entertainment,  was  $225,000  for  fiscal  2001
      compared to $7.8 million for fiscal 2000, a decrease of approximately $7.6
      million. Most of the proceeds from this settlement 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)  increased from expense of $1.4 million in
      fiscal  2000 to expense of $2.1  million for fiscal  2001,  an increase of
      $0.7  million.  This  increase  is  primarily  due to: (i) a  decrease  in
      interest income;  (ii) an increase in interest expense due to an increased
      use of the line of credit in fiscal 2001; (iii) an increase in loss on the
      sale of  investment  securities;  (iv) 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 customer  and (v) the  writeoff of assets or
      writedown of various assets to their net realizable value.

            For the fiscal year ended  March 31,  2001,  the Company  recorded a
      pre-tax loss of $7.6 million, or 9 percent of total revenue,  from its PPT
      business,  including  royalty  revenue  from  Rentrak  Japan,  compared to
      pre-tax  income of $1.1  million,  or 1 percent of total  revenue,  in the
      prior fiscal year.  This decrease is due primarily to: (i) the increase in
      selling and administrative  expenses and (ii) the decrease in the net gain
      from the litigation settlement, as noted above.

            The Cassette  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
      further describes certain of these factors.

            Included in total  consolidated  revenue are the results  from other
      subsidiaries,  primarily  the  operations  of  3PF.COM,  Inc.  ("3PF") and
      Blowout Video, Inc.

            Total revenues from 3PF increased to $23.4 million at March 31, 2001
      compared to $11.6 million at March 31, 2000, an increase of $11.8 million.
      This  increase  was  primarily  due  to  increased  volume  from  existing
      customers.  Cost of sales was $21.7 million,  an increase of $11.6 million
      over the $10.1 million  recorded in fiscal 2000.  This increase is due to:
      (1) a  $1.1  million  increase  in  occupancy  cost  as 3PF  expanded  its
      operations  into a new facility late in fiscal 2000 to provide  additional
      operating  capacity for business  growth;  (2) a $4.5 million  increase in

                                      -16-
<PAGE>

            freight cost in  conjunction  with the overall  increase in business
      growth and  revenue;  and (3) a $4.3 million  increase in warehouse  labor
      cost in  conjunction  with the overall  increase  in  business  growth and
      revenue. As a percentage of total 3PF revenue, total cost of sales was 93%
      and 87% for fiscal 2001 and 2000, respectively. Selling and administrative
      expenses  increased  to $5.5  million in fiscal 2001 from $2.6  million in
      fiscal  2000,  an  increase  of $2.9  million.  As a  percentage  of total
      revenue,  selling and administrative  expenses increased to 23 percent for
      fiscal 2001 from 22 percent for the prior year. This $2.9 million increase
      was due to increased compensation,  advertising,  travel and entertainment
      expenses,  depreciation  and other  costs as the  Company  invested in the
      overhead  infrastructure to support growth in its business.  Additionally,
      the Company recognized $0.9 million in bad debt expense during fiscal 2001
      primarily  relating to a customer that filed for  bankruptcy.  The Company
      anticipates its selling and administrative  expenses to moderate or lessen
      in the future in  conjunction  with the  overall  size of  business  it is
      operating.

            As a result of the  foregoing  factors,  for the  fiscal  year ended
      March 31, 2001, 3PF recorded a pre-tax loss of $3.8 million, or 16 percent
      of total  revenue.  This compares with pre-tax loss of $1.1 million,  or 9
      percent of total revenue, in fiscal 2000.

            Total revenue from BlowOut Video, Inc. increased to $11.7 million in
      fiscal 2001 from $9.5 million in fiscal 2000, an increase of $2.2 million,
      or 23 percent. Cost of sales was $8.7 million, an increase of $2.7 million
      over the $6.0 million  recorded in fiscal  2000.  Total cost of sales as a
      percentage  of total  revenue  was 74% and 63% for  fiscal  2001 and 2000,
      respectively.  As a result,  the gross  margin  decreased to 26% in fiscal
      2001  from  37%  in  fiscal  2000.  Selling  and  administrative  expenses
      increased to $3.6 million in fiscal 2001 from $3.0 million in fiscal 2000,
      an increase of $0.6 million.  As a percentage of total revenue for BlowOut
      Video, Inc.,  selling and administrative  expenses decreased to 31 percent
      for fiscal 2001 from 32 percent for the prior year.

            For the fiscal  year  ended  March 31,  2001,  BlowOut  Video,  Inc.
      recorded a pre-tax loss of $0.7  million,  or 6 percent of total  revenue.
      This compares with pre-tax  income of $0.2 million,  or 2 percent of total
      revenue, in fiscal 2000.


            As a result of the above,  for the fiscal year ended March 31, 2001,
      the  Company   recorded  a  consolidated   pre-tax  loss  from  continuing
      operations of $12.1 million, or 10 percent of total consolidated  revenue,
      compared to consolidated pre-tax income from continuing operations of $1.5
      million,  or 1 percent of total consolidated  revenue, in the prior fiscal
      year.  This  decrease  is due  primarily  to the  increase  in selling and
      administrative  expenses from the PPT System and 3PF business,  as well as
      the  decrease  in the  litigation  gain  from  fiscal  2000,  offset by an
      increase  in the gross  margin  from the  Company's  operations,  as noted
      above.

            The  consolidated  effective tax rate  providing the tax benefit for
      continuing   operations   for  fiscal  2001  was  37.3%,   compared  to  a
      consolidated  effective tax rate of 30.0%  providing the tax provision for
      fiscal 2000. The Company  expects to benefit from the tax benefit  created
      in fiscal 2001, by net operating loss carryforwards, in future periods.

                                      -17-
<PAGE>

      Fiscal 2000 Compared to Fiscal 1999

      Continuing Operations - Domestic PPT Operations and Other
      Continuing Subsidiaries

            For the year ended March 31, 2000, the Company's total  consolidated
      revenue  decreased  $10.4 million to $113.4 million from $123.8 million in
      the prior year.  The decrease in total  revenue was primarily due to lower
      revenues from the Company's core PPT System business.  The decrease in PPT
      revenue  resulted  primarily  from the  following:  (i) a reduction in the
      total number of Cassettes leased under the PPT System, (ii) an increase in
      incentives  offered  by the  Company  to entice  retailers  to order  more
      product;  (iii) an  increase in various  "copy  depth"  programs;  (iv) an
      increase in studio  direct  revenue-sharing  arrangements  with the larger
      video store chains;  and (v) the loss of some  customers due to continuing
      industry consolidation.

            For the PPT  business in fiscal  2000,  application-fee  revenue was
      $0.3 million  compared to $0.4 million in the prior year.  During the year
      order processing-fee revenue increased to $23.1 million from $22.4 million
      in fiscal 1999, an increase of $0.7 million, or 3 percent. Transaction-fee
      revenue totaled $62.4 million, a decrease of $10.4 million, or 14 percent,
      from $72.8  million  the  previous  year.  Sell-through  revenue  was $7.8
      million in fiscal  2000 as  compared to $11.3  million in fiscal  1999,  a
      decrease of $3.5 million, or 31 percent.

            Royalty  revenue from Rentrak Japan decreased to $1.8 million during
      fiscal 2000 from $2.2 million the previous year.  This decrease was due to
      a one time royalty  payment from Rentrak  Japan of $1.0 million in January
      1999,  which was partially  offset by an increase in fiscal 2000 royalties
      due to  increased  revenues  generated  by  Rentrak  Japan and a  one-time
      royalty payment of $0.5 million received from Rentrak Japan.

            Consolidated cost of sales in fiscal 2000 decreased to $91.7 million
      from  $103.9  million the prior year,  a decrease  of $12.2  million.  The
      change is  primarily  due to the  factors  that led to  changes in revenue
      noted above. In fiscal 2000, the Company's  gross profit margin  increased
      to 19 percent  from 15  percent  the  previous  year,  excluding  the $1.0
      million royalty payment from Rentrak Japan.

            Consolidated selling and administrative  expenses were $26.4 million
      in fiscal 2000 compared to $16.0 million in fiscal 1999.  This increase of
      $10.4 million, or 65 percent,  was primarily due to (i) increased reserves
      related to an outstanding receivable account and writeoffs of other assets
      for a total of approximately  $9.0 million in the fourth quarter of fiscal
      2000; (ii) increased  compensation and occupancy costs associated with the
      expanding  fulfillment and order processing business;  and (iii) increased
      advertising expenditures.

            In January 2000, the Company recorded a gain of  approximately  $7.8
      million as a result of settling litigation with Hollywood Entertainment.

            Other  income  decreased  from $0.6  million  in  fiscal  1999 to an
      expense of $1.5 million for fiscal 2000, a decrease of $2.1 million.  This
      decrease is primarily due to the loss on sale of investments recognized in
      fiscal 2000 of  approximately  $1.2



                                      -18-
<PAGE>

      million  compared  to a gain on  sale of  investments  in  fiscal  1999 of
      approximately $0.5 million.

            For the fiscal year ended  March 31,  2000,  the Company  recorded a
      consolidated pre-tax income from continuing operations of $1.5 million, or
      1 percent of total  revenue,  compared to $3.3  million of pre-tax  income
      from continuing  operations,  or 3 percent of total revenue,  in the prior
      fiscal year. This decrease is due primarily to the increase in selling and
      administrative  expenses  as  noted  above  offset  by  the  net  gain  on
      litigation settlement.

            The consolidated  effective tax rate providing the tax provision for
      continuing   operations   for  fiscal  2000  was  30.0%,   compared  to  a
      consolidated  effective tax rate of 39.0%  providing the tax provision for
      fiscal 1999.

            Included   in  the  amounts   above  are  the  results   from  other
      subsidiaries, primarily the operations of 3PF and BlowOut Video, Inc.

            Total revenues from 3PF increased to $11.6 million at March 31, 2000
      compared to $10.5  million at March 31, 1999, an increase of $1.1 million.
      This  increase  was  primarily  due  to  increased  volume  from  existing
      customers.  Cost of sales was $10.1  million,  an increase of $1.7 million
      over the $8.4 million recorded in fiscal 1999. This increase is due to the
      increase in freight and  warehouse  labor due primarily to the increase in
      revenue as noted above.  Selling and administrative  expenses increased to
      $2.6 million in fiscal 2000 from $1.2 million in fiscal 1999,  an increase
      of $1.4  million.  As a  percentage  of total  3PF  revenue,  selling  and
      administrative  expenses  increased  to 22 percent for fiscal 2000 from 11
      percent  for  the  prior  year.   This   increase  was  due  to  increased
      compensation,  advertising and travel and  entertainment  expenses.  These
      costs increased primarily due to expanded sales and marketing efforts.

            As a result of the  foregoing  factors,  for the  fiscal  year ended
      March 31, 2000, 3PF recorded a pre-tax loss of $1.0 million,  or 9 percent
      of total revenue.  This compares with pre-tax income of $0.6 million, or 6
      percent of total revenue, in fiscal 1999.

            Total revenues from BlowOut Video, Inc. increased to $9.5 million in
      fiscal 2000 from $8.4 million in fiscal 1999, an increase of $1.1 million,
      or 13 percent. Cost of sales was $6.0 million, an increase of $0.8 million
      over the $5.2 million recorded in fiscal 1999.  Selling and administrative
      expenses  increased  to $3.0  million in fiscal 2000 from $2.4  million in
      fiscal  1999,  an  increase  of $0.6  million.  As a  percentage  of total
      revenue,  selling and administrative  expenses increased to 32 percent for
      fiscal  2000 from 29 percent  for the prior  year.  These  increases  were
      primarily the result of opening three new stores during fiscal 2000.

            For the fiscal  year  ended  March 31,  2000,  BlowOut  Video,  Inc.
      recorded  pre-tax  income of $0.2 million,  or 2 percent of total revenue.
      This compares with pre-tax  income of $0.7 million,  or 8 percent of total
      revenue, in fiscal 1999.

                                      -19-
<PAGE>

      Discontinued Operations

            On  November  26,  1996,  the  Company  made a  distribution  to its
      shareholders  of 1,457,343  shares of common stock of its then  subsidiary
      BlowOut  Entertainment,  Inc.  ("BlowOut").  BlowOut is not related to the
      Company's  wholly owned subsidiary  BlowOut Video,  Inc. The operations of
      BlowOut were  reflected as  discontinued  operations in the March 31, 1996
      consolidated financial statements.  During the fiscal year ended March 31,
      2000,  the  Company  recorded  a gain  on  the  disposal  of  discontinued
      operations of $1.9 million related to BlowOut, as the liability related to
      BlowOut  contingencies  was less than estimated.  The Company also reduced
      the valuation  allowance that was recorded  against the deferred tax asset
      related to  liabilities  of  discontinued  operations.  This  reduction of
      approximately  $0.5 million in the valuation  allowance was recorded as an
      income  tax  benefit  from  discontinued  operations  in the  accompanying
      consolidated income statement.

      FINANCIAL CONDITION

            At March 31, 2001,  total assets were $39.1  million,  a decrease of
      $11.4  million  from $50.5  million a year  earlier.  The Company had $3.3
      million  of cash on hand at March 31,  2001,  including  $1.0  million  of
      restricted  cash,  compared to $4.0  million at March 31,  2000.  Accounts
      receivable decreased $10.6 million from $21.8 million at March 31, 2000 to
      $11.2  million at March 31, 2001,  primarily  due to: (1) the write off of
      amounts  owing  from  two  customers  in the  Retailer  Financing  Program
      totaling  approximately  $5.2 million and various other  customer  account
      write-offs  during the quarter ended September 30, 2000; (2) the provision
      of a  specific  customer  allowance  in the amount of  approximately  $0.7
      million for the anticipated  non-collection of one of 3PF's trade accounts
      due the Company as the result of a bankruptcy  filing by a customer during
      the quarter ended  December 31, 2000; (3) the recording of a provision for
      an allowance  totaling  approximately  $0.3 million for the quarter  ended
      December 31, 2000 for the  anticipated  non-collection  of other  customer
      accounts of the PPT business and 3PF, 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;  (4) the receipt of an
      approximate $2.5 million payment from a customer on its account during the
      quarter  ended March 31, 2001 in  conjunction  with the  settlement  of an
      agreement; and (5) continual improvement in collections from customers.

      Notes  receivable  decreased  to $0 at March 31,  2001 due to a payment of
      $4.16 million,  including  interest,  received by the Company in July 2000
      from a  customer  pursuant  to the  settlement  of a claim.  Property  and
      equipment  increased  $1.8  million from $2.6 million at March 31, 2000 to
      $4.4 million at March 31, 2001, primarily due to acquisitions of equipment
      by 3PF. Total deferred tax assets increased $4.5 million from $5.2 million
      at March 31, 2000 to $9.7 million at March 31, 2001,  primarily due to the
      tax loss  carryforward  created from the loss from  continuing  operations
      during the quarter ended September 30, 2000. The Company  believes it will
      realize this deferred tax asset in future periods.  Other assets decreased
      $1.5  million from $3.6 million at March 31, 2000 to $2.1 million at March
      31, 2001 primarily due to the sale of some of the Company's investments.

                                      -20-
<PAGE>


            At March 31, 2001, total liabilities were $27.7 million,  a decrease
      of $4.7 million from $32.4  million at March 31, 2000.  The line of credit
      increased  to $1.9  million  at March 31,  2001 from $0 at March 31,  2000
      primarily due to working capital requirements.  Accounts payable decreased
      $5.5  million  from $24.2  million at March 31,  2000 to $18.7  million at
      March 31, 2001,  primarily due to payments owing to the Company's  product
      suppliers  made  during the  quarter  ended June 30,  2000.  Note  payable
      decreased to $0 at March 31, 2001 due to the payoff of a  promissory  note
      to a former director of the Company during the quarter ended September 30,
      2000. Total deferred  revenue  decreased  approximately  $1.6 million from
      $3.2 million at March 31, 2000 to $1.6  million at March 31, 2001,  due to
      the  recognition of earnings in accordance  with  agreements  with related
      party organizations and customers.

      Accordingly,  at March 31, 2001, stockholders' equity was $11.4 million, a
      decrease of $6.7  million from $18.1  million at March 31,  2000.  Most of
      this decrease in stockholders'  equity is attributable to the consolidated
      net loss of $7.6 million for fiscal 2001.

      LIQUIDITY AND CAPITAL RESOURCES

            At March 31, 2001, the Company had cash and other liquid investments
      of $3.3 million,  including $1.0 million of restricted  cash,  compared to
      $4.0 million at March 31, 2000.  At March 31, 2001 the  Company's  current
      ratio  (current  assets/current  liabilities)  was 1.14 compared to 1.32 a
      year earlier.

            In May 2000 the Company obtained a replacement 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 credit line is payable monthly at the bank's prime rate plus 1/4
      percent  (8.25  percent  at  March  31,  2001).  The  line is  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 restricts the amount of loans and indebtedness and limits the payment
      of  dividends  on the  Company's  stock,  among  other  requirements.  The
      agreement  expires in May 2005. The Company has determined  that it is out
      of compliance with the three financial covenants as of March 31, 2001. The
      Company has  obtained  waivers of  compliance  for these  three  financial
      covenants as of March 31, 2001 and for the twelve month period then ended.
      The Company has initiated  discussions of these  covenants with its lender
      and  is  seeking  covenant   modifications,   if  necessary.   Based  upon
      discussions  between the Company and its lender,  the Company  believes it
      will  successfully  receive  future  waivers  and/or   modifications,   if
      necessary,  and also believes it will have  sufficient  cash  resources to
      repay all  outstanding  borrowings  as due.  The  Company  received a $2.5
      million  payment on account from a customer on March 31, 2001,  as well as
      it received a $5.65  million  payment from Rentrak  Japan in a transaction
      consummated  in April  2001 (See Note 14 of the Notes to the  Consolidated
      Financial Statements).  At March 31, 2001, the Company had $1.9 million of
      outstanding borrowings under this agreement.

                                      -21-
<PAGE>

            In 1992,  the Company  established  a Video  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.  In connection with these financings,  the Company
      typically made a loan to and/or an 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 financing,  the 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).  Under  these  agreements,   Participating   Retailers  were
      typically  required  to  obtain  all of their  requirements  of  Cassettes
      offered under the PPT System or obtain a minimum amount of Cassettes based
      on a percentage of the retailer's revenues.  Notwithstanding the long term
      nature of such agreements, both the Company and the Participating Retailer
      retained  the right to  terminate  such  agreement  upon 30-90 days' prior
      written notice in certain circumstances.

            During the three month period ended  September 30, 2000, the Company
      announced  the  discontinuance  of  new  financings  under  this  program.
      Write-offs of assets  associated  with this program during the three month
      period ended September 30, 2000 were $6.1 million,  including $4.4 million
      due to the Company from Video Update,  Inc. The Company  continues to seek
      to enforce  agreements  entered  into in  connection  with this program in
      accordance with their terms to the extent practicable.

            The Company  was the  principal  creditor of BlowOut,  which filed a
      petition under Chapter 11 of the Federal Bankruptcy Code in March 1999. In
      1996, the Company had agreed to guarantee up to $7 million of indebtedness
      of BlowOut (the  "Guarantee").  BlowOut had a credit facility (the "Credit
      Facility") in an aggregate  principal amount of $2 million for a five-year
      term.  Amounts  outstanding  under the Credit  Facility  bear  interest at
      14.525  percent  per annum.  Pursuant to the terms of the  Guarantee,  the
      Company  agreed to  guarantee  any  amounts  outstanding  under the Credit
      Facility.  As the proceeds from the sale of the BlowOut assets in May 1999
      in the bankruptcy  proceeding were not sufficient to cover the amounts due
      under this facility, the Company,  pursuant to the Guarantee,  agreed to a
      payment plan to fulfill  BlowOut's  obligation  under the Credit Facility.
      The funds  remaining,  if any,  after payment of  administrative  and cost
      claims after dismissal of the case may further reduce the amount due under
      the Credit  Facility.  As of March 31, 2001,  the balance owing under this
      obligation was  approximately  $300,000.  The payments,  as made,  will be
      recorded  as a  reduction  of "net  current  liabilities  of  discontinued
      operations" on the Company's balance sheet.

            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 for the fiscal year ending March 31, 2002.

                                      -22-
<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, 2001. 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.
                                      -23-
<PAGE>

      ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

               Index to Consolidated Financial Statements


          Item                                                        Page
          ----                                                        ----
          Report of Independent Public                                 25
           Accountants

          Consolidated Balance Sheets as of March 31, 2001             26
           and 2000

          Consolidated Statements of Operations for the Years          28
           Ended March 31, 2001, 2000 and 1999

          Consolidated Statements of Stockholders' Equity              29
           for the Years Ended March 31, 2001, 2000 and 1999

          Consolidated Statements of Cash Flows for the Years          30
           Ended March 31, 2001, 2000 and 1999

          Notes to Consolidated Financial Statements                   32

          Financial Statement Schedules --                             51
           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.

                                      -24-
<PAGE>

Report of Independent Public Accountants

To Rentrak Corporation:

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Rentrak
Corporation (an Oregon  corporation)  and  subsidiaries as of March 31, 2001 and
2000,  and the related  consolidated  statements  of  operations,  stockholders'
equity and cash flows for each of the three years in the period  ended March 31,
2001. These consolidated financial statements and the schedule referred to below
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these consolidated financial statements and schedule based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Rentrak  Corporation  and
subsidiaries  as of March 31, 2001 and 2000 and the results of their  operations
and their cash flows for each of the three  years in the period  ended March 31,
2001 in conformity with accounting  principles  generally accepted in the United
States.

Our audits were made for the  purpose of forming an opinion on the  consolidated
financial  statements  taken as a whole.  The  schedule  listed  in the index of
financial  statements is presented for purposes of complying with the Securities
and  Exchange  Commission's  rules  and is not  part of the  basic  consolidated
financial  statements.   This  schedule  has  been  subjected  to  the  auditing
procedures applied in the audits of the basic consolidated  financial statements
and, in our opinion,  fairly state in all material  respects the financial  data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.

                                                /s/ Arthur Andersen LLP



Portland, Oregon
May 23, 2001
                                      -25-
<PAGE>

Rentrak Corporation and Subsidiaries

Consolidated Balance Sheets
As of March 31, 2001 and 2000



                                     ASSETS
<TABLE>

                                                                        2001          2000
                                                                     ----------    ----------
CURRENT ASSETS:
<S>                                                                  <C>           <C>
  Cash and cash equivalents                                          $3,322,917    $4,028,271
  Accounts receivable, net of allowance for doubtful accounts
   of $2,090,075 and $836,945                                        11,151,817    21,820,168
  Advances to program suppliers                                       1,328,165     2,982,766
  Inventory                                                           3,514,354     3,889,603
  Income tax receivable                                                 279,160       169,300
  Deferred income taxes                                               7,319,266     1,878,113
  Notes receivable                                                            -     4,061,618
  Other current assets                                                3,291,915     1,757,081
                                                                     ----------    ----------
            Total current assets                                     30,207,594    40,586,920
                                                                     ----------    ----------

PROPERTY AND EQUIPMENT, net                                           4,439,773     2,642,700

OTHER INVESTMENTS, net                                                        -       302,481

DEFERRED INCOME TAXES                                                 2,419,634     3,346,212

OTHER ASSETS                                                          2,059,247     3,595,041
                                                                     ----------     ---------
            Total assets                                            $39,126,248   $50,473,354
                                                                     ==========    ==========

                                                                   (Continued)
</TABLE>
                                      -26-
<PAGE>


Rentrak Corporation and Subsidiaries

Consolidated Balance Sheets (Continued)
As of March 31, 2001 and 2000



                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
                                                                    2001            2000
                                                                 ---------       ----------

CURRENT LIABILITIES:
<S>                                                            <C>              <C>
  Line of credit                                               $ 1,917,705      $         -
  Accounts payable                                              18,699,289       24,162,040
  Accrued liabilities                                            3,418,043        2,645,567
  Accrued compensation                                           1,127,785        1,476,703
  Deferred revenue                                               1,245,643        1,500,262
  Note payable                                                           -          500,000
  Net current liabilities of discontinued operations               156,046          430,923
                                                                ----------       ----------
            Total current liabilities                           26,564,511       30,715,495
                                                                ----------       ----------

LONG-TERM LIABILITIES:
  Deferred revenue                                                 379,104        1,677,272
  Other                                                            795,875                -
                                                                ----------       ----------
                                                                 1,174,979        1,677,272
                                                                ----------       ----------

COMMITMENTS AND CONTINGENCIES (Note 10)

STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value; authorized: 10,000,000
   shares                                                                -                -
  Common stock, $.001 par value; authorized: 30,000,000
   shares; issued and outstanding: 12,235,621 shares in 2001
   and 10,514,561 shares in 2000                                    12,236           10,515
  Capital in excess of par value                                52,471,599       44,445,199

  Notes receivable                                              (7,728,186)               -
  Cumulative other comprehensive loss                              (49,572)        (264,684)

  Accumulated deficit                                          (32,904,319)     (25,326,951)
  Deferred charge - warrants                                      (415,000)        (783,492)
                                                                ----------       ----------
            Total stockholders' equity                          11,386,758       18,080,587
                                                                ----------       ----------
            Total liabilities and stockholders' equity         $39,126,248      $50,473,354
                                                                ==========       ==========
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.
                                      -27-
<PAGE>
Rentrak Corporation And Subsidiaries

Consolidated Statements of Stockholders' Equity
For the Years Ended March 31, 2001, 2000 and 1999

<TABLE>

                                   Common Stock                                             Cumulative
                                ----------------------       Capital In                     Other
                                   Number of                 Excess of       Notes          Comprehensive      Accumlated
                                   Shares      Amount        Par Value       Receivable     Income (Loss)      Deficit
                                ------------   -------       ----------      ----------     -------------      ----------

<S>                              <C>           <C>           <C>             <C>               <C>            <C>
BALANCE AT MARCH 31, 1998        10,986,455    $10,987       $45,365,298              -        $54,645        $(30,794,263)

  Repurchase of common stock       (592,484)      (593)       (1,964,622)             -              -                   -
  Issuance of common stock under
   employee stock option plans       45,977         46           118,375              -              -                   -
  Net income                              -          -                 -              -              -           2,042,506
  Change in unrealized gain
   (loss) on investment
   securities, net of tax                 -          -                 -              -         83,102                   -

        Total comprehensive income
  Income tax benefit from stock
   option exercise                        -          -            41,428              -              -                   -
  Issuance of warrants                    -          -            84,000              -              -                   -
  Amortization of warrants                -          -                 -              -              -                   -
                                 ----------   --------        ----------      ----------     -------------      ----------
BALANCE AT MARCH 31, 1999        10,439,948    10,440         43,644,479              -        137,747         (28,751,757)

  Issuance of common stock under
   employee stock option plans       74,613        75            228,882              -              -                   -
  Net income                              -         -                  -              -              -           3,424,806
  Change in unrealized gain
   (loss) on investment
   securities, net of tax                 -         -                  -              -       (402,431)                  -
        Total comprehensive income

  Income tax benefit from stock
   option exercise                        -         -             27,699              -              -                   -
  Issuance of warrants                    -         -            544,139              -              -                   -
  Amortization of warrants                -         -                  -              -              -                   -
                                   ----------  --------       ----------      ----------     -------------      ----------
BALANCE AT MARCH 31, 2000          10,514,561  10,515         44,445,199              -       (264,684)        (25,326,951)

  Issuance of common stock under
   employee stock option plans      1,721,060   1,721          8,026,400     (7,728,186)             -                   -
  Net loss                                  -       -                  -              -              -          (7,577,368)
  Change in unrealized gain
   (loss) on investment
   securities, net of tax                   -       -                  -              -        215,112                   -
        Total comprehensive income

  Amortization of warrants                  -       -                  -              -              -                   -
                                   ----------  --------       ----------      ----------     -------------      ----------
BALANCE AT MARCH 31, 2001          12,235,621 $12,236        $52,471,599    $(7,728,186)      $(49,572)       $(32,904,319)
                                   ==========  ========       ==========      ==========     =============      ==========

                                   Deferred
                                   Charge                          Comprehensive
                                   Warrants           Total        Income (Loss)
                                   ----------         -----        -------------

BALANCE AT MARCH 31, 1998         $(1,382,542)     $13,254,125

  Repurchase of common stock                -       (1,965,215)
  Issuance of common stock under
   employee stock option plans              -          118,421
  Net income                                -        2,042,506      $2,042,506
  Change in unrealized gain
   (loss) on investment
   securities, net of tax                   -           83,102          83,102
                                                                     ---------
        Total comprehensive income                                  $2,125,608
                                                                     =========
  Income tax benefit from stock
   option exercise                          -           41,428
  Issuance of warrants                (84,000)               -
  Amortization of warrants            717,537          717,537
                                   ----------        ---------
BALANCE AT MARCH 31, 1999            (749,005)      14,291,904

  Issuance of common stock under
   employee stock option plans              -          228,957
  Net income                                -        3,424,806      $3,424,806
  Change in unrealized gain
   (loss) on investment
   securities, net of tax                   -         (402,431)       (402,431)
                                                                    ----------
        Total comprehensive income                                  $3,022,375
                                                                    ==========
  Income tax benefit from stock
   option exercise                          -           27,699
  Issuance of warrants               (544,139)               -
  Amortization of warrants            509,652          509,652
                                   ----------       ----------
BALANCE AT MARCH 31, 2000            (783,492)      18,080,587

  Issuance of common stock under
   employee stock option plans              -          299,935
  Net loss                                  -       (7,577,368     $(7,577,368)
  Change in unrealized gain
   (loss) on investment
   securities, net of tax                   -          215,112         215,112
                                                                    ----------
        Total comprehensive income                                 $(7,362,256)
                                                                    ==========
  Amortization of warrants            368,492          368,492
                                   ----------       ----------
BALANCE AT MARCH 31, 2001           $(415,000)     $11,386,758
                                   ==========       ==========
</TABLE>

The accompanying notes are an integral part of these consolidated
statements
                                      -28-
<PAGE>

Rentrak Corporation and Subsidiaries

Consolidated Statements of Operations
For the Years Ended March 31, 2001, 2000 and 1999


<TABLE>

                                                           2001          2000           1999
                                                       -----------    -----------    -----------
REVENUES:
<S>                                                    <C>            <C>            <C>
  PPT                                                  $82,773,886    $93,393,869    $106,406,342
  Other                                                 33,625,162     19,990,351      17,381,048
                                                       -----------    -----------     -----------
                                                       116,399,048    113,384,220     123,787,390
                                                       -----------    -----------     -----------
OPERATING COSTS AND EXPENSES:
  Cost of sales                                         93,600,177     91,706,290     103,942,898
  Selling and administrative                            32,967,141     26,448,569      15,995,941
  Net (gain) expense from litigation settlement
   (Note 10)                                              (225,000)    (7,791,880)      1,099,154
                                                       -----------    -----------     -----------
                                                       126,342,318    110,362,979     121,037,993
                                                       -----------    -----------     -----------
            Income (loss) from operations               (9,943,270)     3,021,241       2,749,397
                                                       -----------    -----------     -----------
OTHER INCOME (EXPENSE):
  Interest income                                          307,240        743,464         429,830
  Interest expense                                        (768,599)      (669,373)       (381,825)
  Gain (loss) on investments                            (1,687,314)    (1,207,483)        549,103
  Other                                                          -       (385,986)              -
                                                       -----------    -----------     -----------
                                                        (2,148,673)    (1,519,378)        597,108
                                                       -----------    -----------     -----------
            Income (loss) from continuing operations
              before income tax benefit (provision)
              and gain from disposal of discontinued
              operations                               (12,091,943)     1,501,863       3,346,505

INCOME TAX BENEFIT (PROVISION)                           4,514,575       (450,559)     (1,303,999)
                                                       -----------    -----------     -----------
            Net income (loss) from continuing
            operations                                  (7,577,368)     1,051,304       2,042,506

GAIN FROM DISPOSAL OF DISCONTINUED OPERATIONS,
   INCLUDING INCOME TAX BENEFIT OF $483,502                      -      2,373,502               -
                                                       -----------    -----------     -----------
            Net income (loss)                         $ (7,577,368)   $ 3,424,806     $ 2,042,506
                                                       ===========    ===========     ===========
EARNINGS (LOSS) PER COMMON SHARE:
  Basic-
   Continuing operations                              $       (.63)   $       .10     $       .19
   Discontinued operations                                       -            .23               -
                                                       -----------    -----------     -----------
            Net income (loss) per common share        $       (.63)   $       .33     $       .19
                                                       ===========    ===========     ===========
  Diluted-
   Continuing operations                              $       (.63)   $       .10     $       .18
   Discontinued operations                                       -            .22               -
                                                       -----------    -----------     -----------
            Net income (loss) per common share        $       (.63)   $       .32     $       .18
                                                       ===========    ===========     ===========

</TABLE>

The accompanying notes are an integral part of these consolidated statements.
                                      -29-
<PAGE>


Rentrak Corporation and Subsidiaries

Consolidated Statements of Cash Flows
For the Years Ended March 31, 2001, 2000 and 1999

<TABLE>
                                                                     2001              2000           1999
                                                                  ----------        ----------     ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                              <C>                <C>            <C>
  Net income (loss)                                              $(7,577,368)       $3,424,806     $2,042,506
  Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities-
     Gain on disposal of discontinued operations                           -        (2,373,502)             -
     (Gain) loss on investments                                      597,124         1,207,483       (549,103)
     Gain on litigation settlement                                         -        (7,791,880)             -
     Depreciation and amortization                                 1,266,515         1,780,966      1,286,515
     Write-off of intangibles                                              -           421,675              -
     Amortization of warrants                                        368,492           509,652        717,537
     Provision (credit) for doubtful accounts                      7,758,211         6,341,032       (125,000)
     Retailer financing program reserves                           1,333,191          (373,394)       141,698
     Reserves on advances to program suppliers                       106,781           110,918         17,596
     Deferred income taxes                                        (4,646,420)         (900,272)     1,176,909
     Net proceeds from litigation settlement                               -         1,847,505              -
     Change in assets and liabilities:
       Accounts receivable                                         4,184,677        (3,231,008)       778,471
       Advances to program suppliers                               1,547,820          (253,422)    (2,425,883)
       Inventory                                                     162,449        (1,084,620)      (377,807)
       Income tax receivable                                        (109,860)        2,864,901     (1,014,739)
       Notes receivable and other current assets                   2,106,259         1,227,099       (537,802)
       Accounts payable                                           (6,778,293)        7,233,746     (4,561,190)
       Accrued liabilities and compensation                          423,558           357,860        158,730
       Deferred revenue                                           (1,552,787)        3,077,119       (729,448)
       Other liabilities                                             795,875                -              -
                                                                  -----------      -----------     ----------
             Net cash provided by (used in)
              operating activities                                   (13,776)       14,396,664     (4,001,010)
                                                                  -----------      -----------     ----------
</TABLE>

                                                                   (Continued)
                                      -30-
<PAGE>


Rentrak Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Continued)
For the Years Ended March 31, 2001, 2000 and 1999


<TABLE>
                                                                      2001            2000          1999
                                                                   -----------     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
<S>                                                                <C>             <C>            <C>
  Purchases of property and equipment                              $(2,947,219)    $(1,790,501)   $ (503,030)
  Investments in retailer financing program                                  -        (384,500)   (1,329,778)
  Proceeds from retailer financing program                                   -         228,539             -
  Purchases of investments                                                   -        (398,122)     (570,512)
  Proceeds from sale of investments                                  1,605,555         975,305     1,525,538
  Additions of other assets and intangibles                           (792,677)         (6,693)   (1,238,601)
                                                                   -----------     -----------     ---------
             Net cash used in investing activities                  (2,134,341)     (1,375,972)   (2,116,383)
                                                                   -----------     -----------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings (payments) on line of credit                        1,917,705      (7,925,000)    1,925,000
  Net borrowing (payments) on notes payable                           (500,000)     (2,500,000)    3,000,000
  Repurchase of common stock                                                 -               -    (1,965,215)
  Issuance of common stock                                             299,935         228,957       118,421
                                                                   -----------     -----------     ---------
             Net cash provided by (used in)
              financing activities                                   1,717,640     (10,196,043)    3,078,206
                                                                   -----------     -----------     ---------

NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS                  (430,477)      2,824,649    (3,039,187)

NET CASH USED IN DISCONTINUED OPERATIONS                              (274,877)       (942,341)   (1,176,530)
                                                                   -----------     -----------     ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  (705,354)      1,882,308    (4,215,717)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                       4,028,271       2,145,963     6,361,680
                                                                   -----------     -----------     ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR                            $3,322,917      $4,028,271    $2,145,963
                                                                   ===========     ===========     =========
</TABLE>


The accompanying notes are an integral part of these consolidated statements.
                                      -31-
<PAGE>

Rentrak Corporation and Subsidiaries

Notes to Consolidated Financial Statements
March 31, 2001, 2000 and 1999


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


Introduction

Rentrak Corporation (the Company) (an Oregon corporation) is principally engaged
in the  processing  of  information  regarding  the  rental  and  sale of  video
cassettes and the distribution of prerecorded  video cassettes 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  video
cassettes from program suppliers (producers of motion pictures and licensees and
distributors of home video  cassettes)  which are then leased to retailers for a
percentage of the rentals charged by the retailers.

The   Company's   wholly  owned   subsidiary,   3PF.COM,Inc.   (3PF),   provides
e-fulfillment  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. sells video cassettes
and DVDs through its seven  retail  video stores that operate  under the name of
BlowOut Video.

Rentrak Japan

In December 1989, the Company  entered into a definitive  agreement with Culture
Convenience  Club Co., Ltd.  (CCC),  Rentrak's  joint venture 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 receives a royalty of 1.67 percent for all sales of up to
$47,905,000,  plus  one-half of one percent (0.5  percent) 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.  As  of  March  31,  2001,  the  Company  owned
approximately  9 percent of Rentrak  Japan.  In April 2001,  the Company sold or
agreed to sell all of its interest in Rentrak Japan (Note 14).

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 is being  recognized  in revenues as royalties are earned under the terms
of the  contract.  As of March 31, 2001,  $745,754 had been  recorded as current
deferred revenue on the accompanying consolidated balance sheet. As discussed in
Note 14, in April 2001,  this contract was  effectively  terminated with Rentrak
Japan forfeiting its rights to the prepayment.

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



                                      -32-
<PAGE>

all  updates.  Pursuant  to the  PPT  Agreement,  during  the  term  of the  PPT
Agreement,  the Company  will  receive a royalty of 1.67 percent of Rentrak UK's
gross revenues from any and all sources. Rentrak UK was originally structured as
a joint venture between the Company,  which owned 25 percent,  Columbus Holdings
Limited,  which owned 67 percent of the venture and Rentrak Japan,  which owns 8
percent.  On March 31, 1999, the Company acquired Columbus Holdings Limited's 67
percent interest, and now owns 92 percent of Rentrak UK. The acquisition,  which
was not  material to the  operations  of the  Company,  was  accounted  for as a
purchase.  During  fiscal 2000,  Rentrak UK did not generate  income or positive
cash flow and, as a result,  the Company wrote off its investment of $222,000 in
that year. As of March 31, 2001,  Rentrak UK continues to not generate income or
positive  cash flow.  Management  of the  Company  is  evaluating  Rentrak  UK's
operations and is exploring its options,  including  selling or closing down the
operations.  Management  intends  to make a decision  in the  second  quarter of
fiscal 2002.

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 percent to 50 percent
are accounted for by the equity method.

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. These estimates include, among others,  reserves on financings
under the retailer financing program  investments (Note 4). Actual results could
differ from those estimates.

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. Included in cash and
cash  equivalents  is $1,000,000  of  restricted  cash, as required by its bank,
which is held in highly liquid  investments.  The classification of this cash is
determined  based on the  expected  term of the  collateral  requirement  of the
operating cash account.

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.

                                      -33-
<PAGE>

Details 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:

                                                Gross         Gross
                                 Proceeds       Gains         Losses
                                 --------       -------       -------
                2001            $1,605,555      $ 9,570     $(606,694)

                2000               975,305      554,971      (121,105)

                1999             1,525,538      843,749      (294,646)

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.

<PAGE>

In fiscal year 2000, management determined that certain investments had incurred
unrealized  losses resulting from other than temporary  declines in market value
below the cost of the investments.  Unrealized  losses from other than temporary
decline  in  market  value  of  $1,245,157  were  recorded  in  gain  (loss)  on
investments in the March 31, 2000  consolidated  statement of operations.  There
were no  unrealized  losses from other than  temporary  declines in market value
recognized in the March 31, 2001 and 1999 consolidated statements of operations.

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.  The  estimated  fair  value  of all  material  financial
instruments, including retailer financing program notes receivable, approximated
their carrying values at March 31, 2001 and 2000.

Inventory

Inventory consists of videocassettes, digital video discs (DVDs), and other home
entertainment  products  held  for  sale  and is  carried  at the  lower of cost
(first-in, first-out method) or market value.

Property and Equipment

Depreciation of property and equipment is computed on the  straight-line  method
over estimated useful lives of three to five years.  Leasehold  improvements are
amortized  over the lives of the  underlying  leases or the service lives of the
improvements, whichever is shorter.

Intangibles and Other Long-Lived Assets

The  Company  reviews  its  intangible  and other  long-lived  assets  for asset
impairment at the end of each quarter, or more frequently when events or changes
in  circumstances  indicate  that the carrying  amount of  intangible  and other
long-lived  assets may not be  recoverable.  The  Company  estimates  the sum of
expected future  undiscounted  preinterest expense net cash flows from operating
activities. If the estimated net cash flows are less than the carrying amount of
intangible and other long-lived assets, the Company will recognize an impairment
loss in an amount necessary to write down intangible and other long-lived assets
to a fair value as determined from expected discounted future cash flows.

                                      -34-
<PAGE>


Revenue Recognition

The PPT agreements generally provide for a one-time initial order processing fee
and continuing  transaction fees based on a percentage of rental revenues earned
by the retailer upon renting the video cassettes to their customers. The Company
recognizes order-processing fees as revenue when the video cassettes are shipped
to the retailers and recognizes  transaction  fees when the video  cassettes are
rented to consumers.

When the Company's total revenue is fixed,  determinable and billable at time of
shipment of video cassettes to the retailers,  deferred  revenue is recorded and
recognized as revenue in the statements of operations  when the video  cassettes
are rented to consumers.  The  corresponding  obligation  for their share of the
fees due to program  suppliers  is recorded as cost of sales when the revenue is
recognized  with a corresponding  liability  recorded as accounts  payable.  The
Company also may charge  retailers an application  fee upon admission to the PPT
program.  This  fee is  recognized  as  PPT  revenue  when  the  application  to
participate in the PPT program is approved.

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

During fiscal 2000, 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 periods  subsequent  to March 31, 2000 and has  therefore
been  recorded  as deferred  revenue on the  accompanying  consolidated  balance
sheet.  Deferred  revenue will be recognized  in future  periods as revenues are
earned under the terms of the contract.  Stockholders  and  directors,  or their
families  owned  interests in several  stores  participating  in the PPT program
through  fiscal  2000.  The  Company  realized  revenues  from  these  stores of
approximately $47,000 and $99,000 during fiscal 2000 and 1999, respectively.

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 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.

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:
                                      -35-
<PAGE>

<TABLE>
                                                   2001                        2000                      1999
                                              ----------------           -----------------         -----------------
                                              Basic    Diluted           Basic     Diluted         Basic     Diluted
                                              ------  --------           ------   --------         ------   --------
Weighted average number of
  shares of common stock
  outstanding used to
  compute basic earnings
<S>                                        <C>        <C>              <C>         <C>            <C>        <C>
  (loss) per common share                  11,985,023 11,985,023       10,477,334  10,477,334     10,775,126 10,775,126
Dilutive effect of
  exercise of stock options                         -          -                -     281,787              -    291,017
                                           ---------- ----------       ----------  ----------     ---------- ----------
Weighted average number of
 shares of common stock used
 to compute diluted earnings
 (loss) per common share outstanding
 and common stock equivalents              11,985,023 11,985,023       10,477,334  10,759,121     10,775,126 11,066,143
                                           ========== ==========       ==========  ==========     ========== ==========

Net income (loss) used in basic
 and diluted earnings (loss) per
 common share:
   Continuing operations                  $(7,577,368)(7,577,368)      $1,051,304  $1,051,304     $2,042,506 $2,042,506
   Discontinued operations                          -          -        2,373,502   2,373,502              -          -
                                           ---------- ----------       ----------  ----------     ---------- ----------
      Net income (loss)                   $(7,577,368)(7,577,368)      $3,424,806  $3,424,806     $2,042,506 $2,042,506
                                           ========== ==========       ==========  ==========     ========== ==========

Earnings (loss) per common share:
   Continuing operations                  $     (0.63)     (0.63)      $     0.10  $     0.10     $     0.19 $     0.18
   Discontinued operations                          -          -             0.23        0.22              -          -
                                           ---------- ----------       ----------  ----------     ---------- ----------
      Earnings (loss) per
        common share                      $     (0.63)$    (0.63)      $     0.33  $     0.32     $     0.19 $     0.18
                                           ========== ==========       ==========  ==========     ========== ==========
</TABLE>

Options  and  warrants  to  purchase  approximately  3,200,000,   4,400,000  and
4,400,000 shares of common stock were  outstanding  during the years ended March
31, 2001, 2000 and 1999, respectively,  but were not included in the computation
of diluted EPS  because the  exercise  price of the  options and  warrants  were
greater than the average market price of the common shares.

Advertising Expense

Advertising expense, net of advertising  reimbursements,  totaled  approximately
$492,000,  $952,000 and  $641,000  for the years ended March 31, 2001,  2000 and
1999, respectively.

                                      -36-
<PAGE>

Statements of Cash Flows

The Company had the following transactions for the years ended March 31:
<TABLE>
                                                                   2001              2000          1999
                                                                -----------       ----------     ---------
CASH PAID (RECEIVED) FOR:
<S>                                                             <C>               <C>            <C>
  Interest                                                      $  253,211        $  656,723     $ 328,802
  Income taxes, net of refunds                                     111,701        (1,645,085)     (493,645)

NONCASH FINANCING AND INVESTING ACTIVITIES:
  Reclassification of accounts receivable to other
    assets and other investments                                         -         1,023,794       269,775
  Issuance of warrants                                                   -          (544,139)      (84,000)
  Tax benefit from stock option exercises                                -           (27,699)      (41,428)
  Receipt of note receivable in litigation settlement                    -         4,000,000             -
  Receipt of common stock in litigation settlement                       -         1,944,375             -
  Change in unrealized gain (loss) on investment securities,
   net of tax                                                       215,112         (402,431)       83,102
  Notes issued, net of cancellations for common stock             7,728,186                -             -
</TABLE>

Comprehensive Income

In June 1997, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting  Standards No. 130,  "Reporting  Comprehensive  Income"
(SFAS  130).  The  Company  has  adopted  SFAS 130.  The  statement  establishes
presentation  and disclosure  requirements for reporting  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 (loss) 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 is as follows:
<TABLE>
                                                                        2001             2000            1999
                                                                      ---------       ----------       ---------

Holding gains (losses) arising during the period, net of tax          $(12,470)       $(534,988)        $291,761
Less- Reclassification adjustment for gains (losses)
<S>                                                                   <C>              <C>               <C>
  included in net income (loss), net of tax                           (227,582)        (132,557)         208,659
                                                                      --------         --------          -------
Change in unrealized gain (loss) on investment securities,
  net of tax                                                          $215,112        $(402,431)        $ 83,102
                                                                      ========         ========          =======
</TABLE>

Reclassifications

Certain reclassifications have been made to prior year amounts to conform to the
current year presentation.
                                      -37-
<PAGE>


2.   Investment Securities

The carrying value and estimated fair value of marketable securities at March 31
were as follows:
<TABLE>
                              Carrying          Unrealized         Unrealized
                               Value            Gross Gain          Gross Loss       Fair Value
                              --------          ----------         -----------       ----------
As of March 31, 2001:
  Available for sale-
    Noncurrent:
<S>                          <C>                 <C>                 <C>             <C>
     Corporate securities    $  143,309          $      13           $ (79,969)      $   63,353
                               ========           ========            ========         ========
As of March 31, 2000:
  Available for sale-
    Noncurrent:
     Corporate securities    $2,335,290          $  30,319           $(457,233)      $1,908,376
                              =========           ========            ========        =========
</TABLE>

Investment   securities  that  have  limited  marketability  are  classified  as
noncurrent as it is management's  intent not to dispose of the securities within
one year.

3.   Property and Equipment

Property and equipment, at cost, consists of:

                                              March 31,
                                       ------------------------
                                            2001       2000
                                       -----------  -----------

        Furniture and fixtures         $8,532,210   $7,054,568
        Machinery and equipment         1,875,159      438,312
        Leasehold improvements          2,092,844    2,060,114
                                       -----------  -----------
                                       12,500,213    9,552,994
        Less- Accumulated depreciation (8,060,440)  (6,910,294)
                                       -----------  -----------
                                       $4,439,773   $2,642,700
                                       ===========  ===========

4.   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.

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



                                      -38-
<PAGE>

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.  During the fiscal year 2001,
the Company  discontinued new financings under this retailer  financing program.
Write-offs of assets  associated  with this program  during the fiscal year 2001
were $6.1 million,  including $4.4 million of related accounts receivable due to
the Company  from Video  Update,  Inc. The Company  seeks to enforce  agreements
entered into in connection  with this program in accordance  with their terms to
the extent practicable.

At March 31, 2001 the Company had  invested or loaned  approximately  $6,600,000
under the program and had  provided  reserves of  approximately  $6,600,000.  At
March 31, 2000 the Company had invested or loaned approximately $6,600,000 under
the  program  and had  provided  reserves  of  approximately  $5,700,000.  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:

                                                   2001             2000
                                                -----------      -----------

        Beginning balance                       $5,684,183        $9,575,688
        Additions to reserve                       925,216         1,245,157
        Write-offs                                       -        (5,115,665)
        Recoveries                                 (10,885)          (20,997)
                                                 ---------         ---------
        Ending balance                          $6,598,514        $5,684,183
                                                 =========         =========

A substantial  portion of the  write-offs in fiscal 2000 related to assets which
were fully reserved in prior years.

5.   Line of Credit

In May 2000 the Company  obtained a replacement  line of credit with a lender in
an amount  not to exceed  the  lesser  of (a) $12  million  or (b) the sum of 85
percent of the net amount of eligible  accounts  receivable.  Interest under the
line is payable  monthly at the bank's prime rate plus 1/4 percent (8.25 percent
at March 31, 2001).  The line is 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  restricts the amount of loans and  indebtedness  and limits the
payment of dividends on the  Company's  stock,  among other  restrictions.  This
agreement  expires in May 2005. Based upon the financial  results reported as of
March 31, 2001 and the year then ended,  the Company has determined it is out of
compliance with the three financial covenants at March 31, 2001. The Company has
obtained  waivers of compliance for these three financial  covenants as of March
31, 2001 and for the year then ended.  The Company has initiated  discussions of
these  covenants  with its  lender  and is seeking  covenant  modifications,  if
necessary.  Based upon  discussions  between the  Company  and its  lender,  the
Company   believes  it  will   successfully   receive   future   waivers  and/or
modifications,  if necessary,  and will have  sufficient cash resources to repay
all outstanding borrowings as due. At March 31, 2001, the Company had $1,917,705
outstanding borrowings under this agreement.


                                      -39-
<PAGE>

6.   Related Party Note Payable

On January 29,  1998,  the Company  entered  into a  $3,000,000  unsecured  note
payable with a director of the Company. The 10 percent interest-bearing note was
repaid in full in January 2000.  During fiscal 2000,  the Company's  subsidiary,
Blowout Video Holding Company, entered into a $3,000,000 line of credit with the
same director of the Company. The line expires in August 2002 and bears interest
at prime plus 1 1/2 percent (9.5 percent at March 31, 2001). The line is secured
by substantially  all the assets of BlowOut Video Holding Company.  At March 31,
2001 and 2000, the Company had $0 and $500,000 outstanding under this agreement,
respectively.

7.   Income Taxes

The provision (benefit) for income taxes is as follows for the years ended March
31:
<TABLE>
                                                     2001       2000      1999
                                                   ----------  --------   --------
        Current tax provision:
<S>                                                <C>         <C>        <C>
          Federal                                  $       -   $      -   $      -
          State                                            -    125,192          -
                                                  ----------   --------   --------
                                                           -    125,192          -
        Deferred tax (benefit) provision          (4,514,575)   325,367  1,303,999
                                                   ----------  --------  ---------
        Income tax (benefit) provision           $(4,514,575)  $450,559 $1,303,999
                                                   =========   ========  =========
</TABLE>

The reported provision (benefit) for income taxes from continuing operations
differs from the amount computed by applying the statutory federal income tax
rate of 34 percent to income before provision (benefit) for income taxes as
follows for the fiscal years ended March 31:
<TABLE>
                                                    2001       2000      1999
                                                 ----------  --------   --------

        Provision (benefit) computed at
<S>                                             <C>          <C>        <C>
         statutory rates                        $(4,111,261) $ 510,633  $1,137,812
        State taxes, net of federal benefit        (468,098)    59,474     133,860
        Amortization of warrants                    140,027    193,667     272,664
        Recognition of net operating loss
         carryforward                                     -   (131,507)          -
        Other                                       (75,243)  (181,708)   (240,337)
                                                 ----------   --------   ---------
                                                $(4,514,575) $ 450,559  $1,303,999
                                                 ==========   ========   =========
</TABLE>
                                      -40-
<PAGE>


Deferred tax assets and (liabilities)  from continuing  operations are comprised
of the following components at March 31, 2001 and 2000:

                                                         2001         2000
                                                      ----------    ---------
Deferred tax assets:
   Current-
    Allowance for doubtful accounts                   $ 449,138     $ 78,113
    Program supplier reserves                           520,614            -
    Foreign tax credit                                  500,000      823,559
    Net operating loss carryforward                   4,616,162            -
    Unrealized loss on investments                      119,015            -
    Capital loss carry forward                          279,407      327,749
    Deferred revenue                                    473,453      570,100
    Other                                               361,477       78,592
                                                      ---------    ---------
Total current deferred tax assets                     7,319,266    1,878,113
                                                      ---------    ---------
   Noncurrent-
    Depreciation                                        445,631      423,846
    Retailer financing program reserve                  671,689      320,107
    Program supplier reserves                                 -      484,910
    Unrealized loss on investments                       30,384      299,296
    Foreign tax credit                                1,000,000    1,000,000
    Deferred revenue                                    144,060      637,361
    Other                                               127,870      180,692
                                                      ---------    ---------
Total noncurrent deferred tax assets                  2,419,634    3,346,212
                                                      ---------    ---------
Total deferred tax assets                            $9,738,900   $5,224,325
                                                      =========    =========

As of March 31, 2001,  the Company has estimated NOL  carryforwards  for federal
income tax return purposes of approximately  $12,100,000,  which expire in 2021.
Although  realization  of the  deferred  tax assets is not  assured,  management
believes it is more likely than not that the Company will ultimately realize all
of its deferred tax assets.

8.   Stockholders' Equity

Stock Options and Warrants

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 shall not exceed 750,000. 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  1,600,000.  The plans are  administered by the Stock Option Committee of
the Board which  determines the terms and conditions of options issued under the
plans.  Options granted to date under the plans become  exercisable over four to
five years and expire ten years after date of grant.  As of March 31, 2001,  the
Company had 360,163 and 533,116  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  Accounting  Principles  Board Opinion No. 25,  "Accounting for
Stock  Issued  to  Employees,"  under  which no  compensation  expense  has been
recognized  because the option price  equals the market  price of the

                                      -41-
<PAGE>

Company's  stock at the grant date of the options.  The Company has computed for
pro forma  disclosure  purposes the value of all options  granted  during fiscal
years 2001,  2000 and 1999,  using the  Black-Scholes  option  pricing  model as
prescribed  by SFAS 123,  "Accounting  for  Stock-Based  Compensation,"  and the
following assumptions:

                                         2001          2000         1999
                                       --------      --------      -------

        Risk-free interest rate      4.77 - 6.82 %  5.37  - 6.91% 4.46 - 6.03%
        Expected dividend yield           0%             0%            0%
        Expected lives               5 - 10 years    5 - 10 years  5 - 10 years
        Expected volatility             78.21%         72.20%        68.94%


Using the Black Scholes  methodology,  the total value of options granted during
fiscal years 2001, 2000 and 1999 was  approximately  $1,524,000,  $2,560,000 and
$4,633,000, respectively, which would be amortized on a pro forma basis over the
vesting period of the option. The weighted average fair value of options granted
during the years ended March 31, 2001, 2000 and 1999 was $3.82, $4.03 and $5.04,
respectively.  Options to purchase 1,026,899,  2,494,190 and 2,006,932 shares of
common stock were  exercisable at March 31, 2001,  2000 and 1999,  respectively.
These exercisable  options had weighted average exercise prices of $4.39,  $4.70
and $4.57 at March 31, 2001, 2000 and 1999, respectively.

Adjustments were made for options forfeited prior to vesting. Had compensation
expense for these plans been determined in accordance with SFAS 123, the
Company's net income (loss) and basic and diluted earnings (loss) per common
share reflected on the March 31, 2001, 2000 and 1999 statements of operations
would have been the following unaudited pro forma amounts:
<TABLE>
                                                 2001             2000            1999
                                              -----------      -----------     ----------
Net income (loss)
<S>                                           <C>              <C>             <C>
   As reported                                $(7,577,368)     $3,424,806      $2,042,506
   Pro forma                                   (8,156,972)      2,293,758          95,767

Basic earnings (loss) per share
   As reported                                $      (.63)     $      .33      $      .19
   Pro forma                                         (.68)            .22             .01

Diluted earnings (loss) per share
   As reported                                $      (.63)     $      .32      $      .18
   Pro forma                                         (.68)            .21             .01
</TABLE>
                                      -42-
<PAGE>

The table below summarizes the plans' activity:

                                                       Options Outstanding
                                                --------------------------------
                                                                    Weighted
                                                 Number of           Average
                                                 Shares           Exercise Price
                                                -------------  -----------------
        Balance at March 31, 1998                 2,825,325           $4.60

        Granted-
           Option price = fair market value         919,216            5.04
         Exercised                                  (45,977)           2.77
         Canceled                                  (252,458)           4.77
                                                -----------           -----
        Balance at March 31, 1999                 3,446,106            4.73

         Granted-
         Option price = fair market value           607,837            3.97
         Option price > fair market value            15,000            7.38
         Option price < fair market value            12,500            2.81
        Exercised                                   (74,613)           3.08
        Canceled                                   (147,128)           5.75
                                                -----------           -----
        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
         Exercised                               (1,721,060)           4.67
         Canceled                                  (872,948)           5.12
                                                -----------           -----
        Balance at March 31, 2001                 1,664,689           $4.07
                                                ===========           =====

The following table summarizes  information  about stock options  outstanding at
March 31, 2001:
<TABLE>
                                Options Outstanding                               Options Exercisable
                      -------------------------------------------------------  -------------------------
                         Outstanding                              Weighted      Exercisable     Weighted
     Range of               as of         Weighted Average         Average         As of         Average
     Exercise             March 31,         Remaining             Exercise       March 31,      Exercise
      Prices                2001          Contractual Life          Price          2001          Price
  ---------------     -----------------  ---------------------  -------------  -------------   ---------
<S>        <C>            <C>                   <C>                <C>                             <C>
   $1.00 - $2.59          45,000                9.8                $2.19                 -         $0.00
    2.60 -  6.49       1,609,689                5.2                 4.09         1,016,899          4.34
    6.50 -  9.78          10,000                8.3                 9.50            10,000          9.50
                      --------------                            -------------
    1.00 -  9.78       1,664,689                5.4                 4.07         1,026,899          4.39
                      ==============                            =============
</TABLE>

In November  1996,  the Company  adjusted  the number of shares of common  stock
issued and  outstanding  to  employees  under the 1986 stock  option  plan.  The
adjustment,  which increased the number of shares outstanding by 222,408 shares,
also  included  reduction in the exercise  price.  This  adjustment  was done


                                      -43-
<PAGE>

to equalize the options' values before and after the  distribution of the common
stock of BlowOut in November 1996 (Note 13).

In March 1998,  the  Company  agreed to issue  warrants  to buy up to  1,000,000
shares of the  Company's  common stock at an exercise  price of $6.59 per share,
which  exceeded  market  value at date of grant.  The  warrants  were  issued in
connection  with  entering  into a long-term  agreement  with a customer.  These
warrants expired unexercised in March 2000.

All warrants  which the Company  agreed to issue in 1995 and 1998 were valued by
an outside valuation firm using standard warrant valuation models.  All warrants
issued in 1999 and 2000 were valued based on an internal  valuation  model using
the Black  Scholes  methodology.  The value of the  warrants of  $4,762,116  was
recorded  in the  equity  section  and is being  amortized  over the  associated
periods to be benefited by each warrant.  In fiscal 2001, 2000 and 1999, expense
associated with the warrants was approximately $368,000,  $510,000 and $718,000,
respectively.

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  percent  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 percent or more of
the  Company's  outstanding  stock.  Prior  to the time  that a person  or group
acquires beneficial ownership of 15 percent 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 Option Loan Program

In June 2000, the board of directors  approved a program to make loans available
to those officers of the Company who had an employment agreement for the purpose
of  allowing  them to  exercise  their  vested,  unexercised  "out of the money"
employee  stock  options.  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 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. The Company  accounted for the options related to these loans using
variable  accounting  as  prescribed  by APB 25.  As the  exercise  price of the
options was greater than the fair market value of the  Company's  stock  through
March 31, 2001, no compensation expense was recorded.  The balance remaining due
on  these  loans  is  reflected  as an  offset  to  equity  in the  accompanying
consolidated balance sheet and consolidated statement of shareholders' equity.

                                      -44-

<PAGE>


9.   Commitments

Leases

The Company  leases  certain  facilities and equipment  under  operating  leases
expiring at various  dates through 2009.  Approximate  rental  payments over the
term of the leases exceeding one year are as follows:

                                Year Ending March 31,
                               ----------------------
                                        2002            $3,223,947
                                        2003             3,449,400
                                        2004             3,413,055
                                        2005             3,404,573
                                        2006             3,198,259
                                 2007 and thereafter     7,139,731
                                                        ----------
                                                       $23,828,965
                                                        ==========

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 $2,953,840, $2,335,000 and
$1,926,000  for  the  fiscal  years  ended  March  31,  2001,   2000  and  1999,
respectively.

Guarantees and Advances

The Company has entered into several guarantee  contracts with program suppliers
providing  titles for  distribution  under the PPT  system.  In  general,  these
contracts  guarantee  the  suppliers  minimum  payments.  In  some  cases  these
guarantees were paid in advance.  Any advance payments that the Company has made
and will be realized within the current year are included in advances to program
suppliers.  The 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 guarantee arrangements and accrues for projected losses or
reduces the carrying  amount of advances to program  suppliers for any guarantee
that it estimates will not be fully  recovered  through future  revenues.  As of
March 31, 2001 and 2000, the Company has reserved  approximately  $2,400,000 and
$2,000,000,   respectively,   for   potential   losses   under  such   guarantee
arrangements.

On March 22, 1999,  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 amount
outstanding at March 31, 2001 is approximately  $300,000. The payments, as made,
will be recorded as a reduction  of "net  current  liabilities  of  discontinued
operations" on the accompanying balance sheet (see also Note 13).

                                      -45-
<PAGE>


Customer Agreement

In June 2000, the Company entered into an agreement with one of its customers to
modify an existing  contract.  Under terms of the  agreement the customer made a
payment to the Company in the amount of $2,500,000. 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 expected.  On
March 31,  2001,  the  Company  entered  into a  settlement  agreement  with the
customer  whereby  $1,600,000  of the  $2,500,000  payment was  determined to be
consideration  for  cancellation of certain rights of Rentrak under the existing
contract  while the balance of $900,000  was held by the Company as a deposit to
be applied to future receivables generated by the customer. The $900,000 deposit
is to be  allocated  towards  future  receivables  at the  rate of  $75,000  per
quarter,  beginning with the quarter ended March 31, 2001. The long-term portion
of  this  credit  has  been  included  in  other  long-term  liabilities  on the
accompanying balance sheet.

10.  Contingencies

In June 1998,  Video Update,  Inc.  (Video  Update) filed a complaint (the Video
Update  Complaint)  against the Company  entitled Video Update,  Inc. v. Rentrak
Corp.,  Civil Action No.  98-286,  in the United States  District  Court for the
District of Delaware.  The Video Update Complaint alleges various  violations of
the antitrust  laws,  including that the Company has monopolized or attempted to
monopolize  a market  for  videocassettes  leased  to  retain  video  stores  in
violation of Section 2 of the Sherman Act. Video Update further alleges that the
Company's  negotiation and execution of an exclusive,  long-term revenue sharing
agreement with Video Update violates  Section 1 of the Sherman Act and Section 3
of the  Clayton  Act.  Video  Update is  seeking  unspecified  monetary  relief,
including treble damages and attorney fees, and equitable  relief,  including an
injunction  prohibiting  the Company from  enforcing  its  agreement  with Video
Update or any exclusivity  provision against  videocassette  suppliers and video
retailers. In August 1998, the Court granted the Company's motion to dismiss the
Video  Update  Complaint  pursuant  to  Federal  Rules of Civil  Procedure  Rule
12(b)(3) on the basis of improper venue.

In August 1998,  Video Update filed a new  complaint  against the Company in the
United  States   District  Court  for  the  District  of  Oregon  (the  Re-Filed
Complaint), Case No. 98-1013HA. The Re-Filed Complaint is substantially the same
as the previous  complaint.  The Company  believes the Re-Filed  Complaint lacks
merit and intends to vigorously defend against the allegations in the Complaint.
The Company has answered the Re-Filed Complaint denying its material allegations
and asserting several affirmative defenses.  The Company also has counterclaimed
against Video Update alleging, among other things, breach of contract, breach of
the  covenant  of good  faith  and fair  dealing,  promissory  fraud,  breach of
fiduciary duty, breach of trust, constructive fraud, negligent misrepresentation
and intentional interference with business advantage, and is seeking damages and
equitable relief.

In October  1998,  the Company  filed a motion for summary  judgment  seeking to
dismiss the lawsuit  filed  against it by Video  Update.  In January  1999,  the
Company filed a separate  motion for partial  summary  judgment on its breach of
contract  counterclaim  seeking  to recover  more than $4.4  million in fees and
interest  which the Company  claims  Video  Update owes to it. The court  denied
Rentrak's  motions without reaching the merits and without prejudice to refiling
the motions after discovery had been conducted. On October 21, 1999, the Company
amended its counterclaims to add additional claims,  including a claim for trade
secret  misappropriation  and a claim for  recovery  of personal  property.  The
amended countercomplaint also added Video Update's chairman, Daniel Potter, as a
defendant to the fraud and negligent  misrepresentation claims. Mr. Potter filed
a motion to dismiss the Company's claims against him which motion was granted by
the Court on April 13,  2000.  Video  Update  also moved to  dismiss  six of the
Company's  claims. On April 13, 2000, the Court granted Video Update's motion in
part and dismissed the following claims:  promissory fraud,  breach of fiduciary
duty, breach of trust, constructive fraud, and negligent  misrepresentation.  On
July 31, 2000, the Company filed multiple motions for summary judgment including
a motion seeking to dismiss Video Update's  antitrust claim and a motion seeking
a finding that Video Update breached its contract with Rentrak. On September 18,
2000,  Video Update filed

                                      -46-
<PAGE>

a voluntary  petition under Chapter 11 of the federal  Bankruptcy Code. In light
of the bankruptcy case, the District Court dismissed the Re-Filed  Complaint and
counterclaims  on its own  motion in  January  2001,  but that  action  could be
reinitiated  by Video Update at any time. The Company has filed a proof of claim
in the  bankruptcy  case  asserting  the  claims  the  Company  asserted  in its
counterclaim in the District Court action.

On November  15, 2000,  3PF.COM,  Inc.,  a  subsidiary  of the Company,  filed a
proceeding with the American Arbitration  Association against Reel.com,  Inc., a
subsidiary 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. 3PF.COM, Inc., is seeking damages in the amount of $4,776,237 plus an
amount to be  determined as  consequential  damages,  together with  prejudgment
interest  and  attorney  fees.  Hollywood  and  Reel.com,  Inc.,  have  filed  a
counterclaim for attorney fees.

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 Rentrak 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  Rentrak stock,
failure to pay  accumulated  wages and  compensation,  breach of an agreement to
provide  options to purchase stock in Rentrak's  subsidiary  3PF.COM,  Inc., and
failure to reimburse Mr. Berger for life insurance  premiums and cancellation of
family health insurance. The claim for breach of an agreement to provide options
to  purchase  stock in the  subsidiary  is also  asserted  against  counterclaim
defendant 3PF.COM,  Inc. The Company has denied liability for the counterclaims.
On June 15, 2001,  the Company filed an amended  complaint  alleging  claims for
breach of duty of care and breach of fiduciary  duty against Mr. Berger  arising
out of his activities as an officer and director of the Company  involving Video
City,  Inc., and seeking damages with respect to those claims in an amount to be
proved at trial but not less than $6.0  million.  The case is  presently  in the
discovery phase. The Company intends to contest the case vigorously.

The Company is also  subject 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 as a
whole.

11.  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, 2000 and 1999 were  approximately
$77,000 and $76,000,  respectively. As of March 31, 2001, the Board of Directors
had not made a decision  regarding  contributions  for the year ended  March 31,
2001.

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 139,773 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
percent of market value. Payment is made through payroll deductions.

                                      -47-
<PAGE>


Under the Plan,  employees  purchased  4,000  shares for  aggregate  proceeds of
$13,561,  3,257  shares for  aggregate  proceeds of $14,370 and 4,245 shares for
aggregate proceeds of $20,214, in fiscal 2001, 2000 and 1999, respectively.

12.  Business Segments, Significant Suppliers and Major Customer

In June 1997, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting  Standards No. 131,  "Disclosures  about Segments of an
Enterprise and Related  Information,"  (SFAS 131). SFAS 131 requires the Company
to report certain information about operating  segments.  The Company classifies
its services in three segments,  PPT, 3PF.COM and Other.  Other services include
operations of BlowOut  Video,  a video  retailer,  website  services and amounts
received pursuant to royalty agreements.

Business Segments
<TABLE>
                                              2001                 2000                1999
                                           -----------           ----------          ----------
        Net sales (1):
<S>                                       <C>                  <C>                 <C>
         PPT                              $ 83,637,704         $ 94,149,121        $106,972,685
         3PF.COM (2)                        23,389,443           11,648,725          10,501,958
         Other                              13,488,063           11,654,081           6,912,523
                                           -----------           ----------         -----------
                                          $120,515,210         $117,451,927        $124,387,166
                                           ===========          ===========         ===========

        Income (loss) from operations
         PPT                              $ (6,694,623)        $  1,892,505        $ (1,115,934)
         3PF.COM (2)                        (3,788,576)          (1,131,654)            862,257
         Other                                 539,929            2,260,390           3,003,074
                                           -----------           ----------         -----------
                                          $ (9,943,270)        $  3,021,241        $  2,749,397
                                           ===========           ==========         ===========

        Identifiable assets (1):
         PPT                              $ 38,202,038         $ 44,571,673        $ 45,743,988
         3PF.COM                             8,425,876            2,703,360           1,152,171
         Other                               5,566,431            6,195,923           4,177,146
                                           -----------           ----------         -----------
                                          $ 52,194,345         $ 53,470,956        $ 51,073,305
                                           ===========           ==========         ===========
</TABLE>

      (1) Total amounts differ from those reported on the consolidated financial
          statements  as   intercompany   transactions   and  balances  are  not
          eliminated for segment reporting purposes.

      (2) 3PF.COM's  revenues  related to the shipment of cassettes to Rentrak's
          PPT customers was $3,300,000,  $3,300,000 and $3,800,000 for the years
          ended March 31, 2001, 2000 and 1999, respectively.

The Company has one program  supplier  that supplied  product that  generated 18
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. The Company
has one program  supplier that  supplied  product that  generated 25 percent,  a
second that  generated 19 percent,  and a third that generated 13 percent of the
Company's  revenues  for the year ended  March 31,  2000.  The  Company  has one
program supplier that supplied product that generated 28 percent,  a second that
generated 26 percent,  and a third that  generated  15 percent of the  Company's
revenues  for the year  ended  March  31,  1999.  There  were no  other  program

                                      -48-
<PAGE>

suppliers who provided product  accounting for more than 10 percent of sales for
the years ended March 31, 2001, 2000 and 1999.

The  Company  currently  receives a  significant  amount of  product  from three
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.

One customer  accounted  for 13 percent of the  Company's  revenues in 1999.  No
customer  accounted for more than 10 percent of the Company's revenues in fiscal
2001 and 2000.

13.  Discontinued Operations

On November 26, 1996, the Company made a  distribution  to its  shareholders  of
1,457,343 shares of common stock (the BlowOut Common Stock) of BlowOut.  BlowOut
is not related to the Company's  wholly owned  subsidiary  BlowOut  Video,  Inc.
During  the year  ended  March 31,  2000,  the  Company  recorded  a gain on the
disposal of  discontinued  operations of $1,900,000  related to BlowOut,  as the
liability related to BlowOut contingencies was less than estimated.  The Company
also reduced the valuation  allowance that was recorded against the deferred tax
asset related to  liabilities  of  discontinued  operations.  This  reduction of
approximately  $500,000 in the valuation allowance was recorded as an income tax
benefit from discontinued operations in the accompanying  consolidated statement
of operations.  Net current liabilities of discontinued  operations at March 31,
2001 relate to amounts to be paid pursuant to the Guarantee, net of tax benefit.

14.  Subsequent Events

Rentrak Japan

On April 2, 2001, 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,  which  distributes
video  cassettes,  DVDs, and video games on a  revenue-sharing  basis throughout
Japan. In exchange for the transfer,  Rentrak Japan made a lump sum cash payment
of $5.65  million  and  released  certain  payment  obligations  of the  Company
totaling $2.1 million. As a 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.

The Company concurrently sold to So-Tsu Co., Ltd. (So-Tsu), an entity affiliated
with Rentrak Japan,  300,000 shares of Rentrak Japan stock, or approximately 5.6
percent of the outstanding  Rentrak Japan shares, in exchange for a cash payment
of $4.0 million.  The Company also repurchased from Rentrak Japan 614,000 shares
of the Company's common stock for a cash payment of $2.4 million,  or $3.875 per
share. The Company  repurchased an additional 390,000 shares of its common stock
for the  same  price  per  share,  or a  total  of $1.5  million,  from  Culture
Convenience Club Co., Ltd., an entity affiliated with Rentrak Japan. The Company
also has the right to, and upon the  occurrence  of certain  conditions  will be
required  to,  sell  its  remaining  180,000  shares  of  Rentrak  Japan  stock,
representing  approximately 3.4 percent of the outstanding Rentrak Japan shares,
for a minimum  payment  of 1,600 yen per share.  Finally,  the  Company  sold to
So-Tsu 1 percent of the Company's equity interest in its wholly owned subsidiary
3PF.Com, Inc., for a cash payment of $1 million.

The terms of the  transactions  between the  Company  and Rentrak  Japan and its
affiliates were negotiated at arm's length. A director of the Company received a
fee  totaling  approximately  $242,000  for  his  services  in  negotiating  the
transaction.

                                      -49-
<PAGE>

3PF.COM

On April 24, 2001, 3PF.COM announced the closure of its administrative office in
Skokie,  IL.  Services  performed at this  facility will now be performed at the
Company's  headquarters.  As a result of this closure,  3PF.COM expects to incur
severance  costs  related to  terminated  employees  in  addition  to  continued
payments on its operating lease of the office which was to expire in March 2003.
The total  estimated  cost of the closure of $770,000  will be recognized in the
first quarter of fiscal 2002.

One of 3PF.COM's major clients filed for Chapter 11 bankruptcy  during May 2001,
which may negatively impact 3PF.COM's financial results during fiscal 2002. As a
result,  management is closely evaluating the net realizable value of its assets
with respect to this matter.  The Company is currently seeking  opportunities to
replace this client, as well as attract new clients to 3PF.COM's business.

                                      -50-
<PAGE>

                              RENTRAK CORPORATION
                       Valuation and Qualifying Accounts
                                  Schedule II
<TABLE>
                                      Balance at                   Charged to                      Balance at
                                     Beginning of   Write Off and     Other           Recoveries   The End of
 Year Ended:                            Period       Expenses       Accounts         (Deductions)    Period
-------------------------------------------------------------------------------------------------------------

 Allowance for doubtful accounts
<S>                                    <C>            <C>         <C>         <C>    <C>          <C>
     March 31, 1999                      586,641       (125,000)           -           (106,400)     355,241
     March 31, 2000                      355,241      6,341,030            -         (5,859,326)     836,945
     March 31, 2001                      836,945      7,758,211            -         (6,505,081)   2,090,075

 Advances to program suppliers reserve
     March 31, 1999                    1,182,757        (17,597)           -                  -    1,165,160
     March 31, 2000                    1,165,160        110,918            -                  -    1,276,078
     March 31, 2001                    1,276,078         93,959            -                  -    1,370,037

 Other Current Assets-
 Retailer Financing Program reserve
     March 31, 1999                            -              -      994,935   1              -      994,935
     March 31, 2000                      994,935              -     (500,000)  1              -      494,935
     March 31, 2001                      494,935        343,500            -                  -      838,435

 Other Assets-
 Retailer Financing Program reserve
     March 31, 1999                    9,353,995       (194,888)    (559,433)  1        (18,921)   8,580,753
     March 31, 2000                    8,580,753      1,245,157   (4,615,665)  2        (20,997)   5,189,248
     March 31, 2001                    5,189,248        581,715            -            (10,884)   5,760,079
</TABLE>


 1 - Reclassified from Other Current Assets to Other Assets.
 2 - Eliminated against Other Assets.

                                      -51-
<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 2001 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 2001 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

            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 2001 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".


      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 2001 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".


                                      -52-
<PAGE>


                                     PART IV

      ITEM 14.    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:

                  Report of Independent Public
                   Accountants

                  Consolidated Balance Sheets as of March 31, 2001
                    and 2000

                  Consolidated Statements of Operations for the Years
                         Ended March 31, 2001, 2000 and 1999

                  Consolidated Statements of Stockholders' Equity
                    for the Years Ended March 31, 2001,
                    2000 and 1999

                  Consolidated Statements of Cash Flows for the Years Ended
                    March 31, 2001, 2000 and 1999

                  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 2001,
            the Company filed no reports on Form 8-K.

                                      -53-
<PAGE>


      (c)   Exhibits (See Exhibit Index)

      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  Rick  Nida,  Vice  President  Investor
      Relations, Rentrak Corporation, PO Box 18888, Portland, Oregon 97218.

                                      -54-
<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 28, 2001
             --------------------------------------

            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 28, 2001
         ---------------------------
         Paul A. Rosenbaum, Chairman and Chief
         Executive Officer and Director

      Principal Financial Officer:
      By /S/ Mark L. Thoenes                              June 28, 2001
         ---------------------------
         Mark L. Thoenes, Vice President &
         Chief Financial Officer

      Majority of Directors:

      *By /S/ Cecil D. Andrus                             June 28, 2001
         ---------------------------
         Cecil D. Andrus, Director

      *By /S/ George H. Kuper                             June 28, 2001
         ---------------------------
         George H. Kuper, Director

      *By /S/ Joon S. Moon                                June 28, 2001
         ---------------------------
         Joon S. Moon, Director

      *By /S/ James G. Petcoff                            June 28, 2001
         ---------------------------
         James G. Petcoff, Director

      *By /S/ Stanford Stoddard                           June 28, 2001
         ---------------------------
         Stanford Stoddard, Director
      ------------------
       *By /S/ Mark L. Thoenes
          --------------------------
          Mark L. Thoenes, Attorney-in-Fact

                                      -55-
<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    Guarantee Agreement dated as of June 26, 1996, between Rentrak
           Corporation and BlowOut Entertainment, Inc. (6)

   10.4*   Amended and Restated Employment Agreement with Marty Graham dated
           May 17, 1997. (7)

   10.5*   Addendum to Employment Agreement with Marty Graham dated
           June 8, 2000. (8)

   10.6*   Amendment to Employment Agreement with Marty Graham dated
           September 1, 2000.

   10.7*   Employment Agreement with Michael Lightbourne dated July 10,
           1997. (9)

   10.8*   Employment Agreement with Christopher Roberts dated October 27,
           1997. (10)

   10.9*   Addendum to Employment Agreement with Christopher Roberts dated
           June 8, 2000. (11)

   10.10*  Employment Agreement with Ron Berger dated April 21, 1998. (12)

   10.11*  Amendment to Employment Agreement with Ron Berger dated
           August 28, 2000. (13)

   10.12*  Amendment to Employment Agreement with Ron Berger dated
           September 11, 2000. (14)

                                      -56-
<PAGE>


   10.13*  The 1997 Equity Participation Plan of Rentrak Corporation, as
           amended.

   10.14*  Form of Non-Qualified Stock Option Agreement under 1997 Equity
           Participation Plan.

   10.15*  Form of Incentive Stock Option Agreement under 1997 Equity
           Participation Plan.

   10.16*  Employment Agreement with F. Kim Cox dated April 1, 1998. (15)

   10.17*  Promissory Note entered into with F. Kim Cox dated June 16, 2000.
           (16)

   10.18*  Loan Agreement with F. Kim Cox dated June 16, 2000. (17)

   10.19*  Stock Pledge Agreement executed by F. Kim Cox, dated June 16,
           2000. (18)

   10.20* Promissory Note entered into with Ron Berger dated June 16, 2000.
           (19)

   10.21*  Loan Agreement with Ron Berger dated June 16, 2000. (20)

   10.22*  Stock Pledge Agreement executed by Ron Berger, dated June 16,
           2000. (21)

   10.23   Loan and Security Agreement with Guaranty Business Credit
           Corporation dated May 26, 2000. (22)

   10.24   General Continuing Guarantee with Guaranty Business Credit
           Corporation dated May 26, 2000. (23)

   10.25*  Employment Agreement with Mark L. Thoenes dated January 1, 2001.

   10.26*  Employment Agreement with Timothy J. Erwin dated January 1, 2001.

   10.27*  Employment Agreement with Richard A. Nida dated August 14, 1998, with
           Addendum dated June 8, 2000.

   10.28   Rights Agreement dated as of May 18, 1995, between Rentrak
           Corporation and U.S. Stock Transfer Corporation. (24)

   10.29*  Letter Agreement between Rentrak Corporation and Joon S. Moon
           entered into as of March 15, 2001.

   10.30*  Incentive Stock Option Agreement with Paul A. Rosenbaum dated
           March 30, 2001.

   10.31*  Non-Qualified Stock Option Agreement with Paul A. Rosenbaum dated
           March 30, 2001.

                                      -57-
<PAGE>


   21      List of Subsidiaries of Registrant.

   23      Consent of Arthur Andersen LLP.

   99      Description of Capital Stock of Rentrak Corporation.
---------------------------------

*Management Contract or Compensatory Plan or Arrangement.

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 2 to Form 8-K filed on December 9, 1996.

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

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

9.    Filed as Exhibit 10.2 to Form 10-Q filed on November 3, 1997.

10.   Filed as Exhibit 10.3 to Form 10-Q filed on November 3, 1997.

11.   Filed as Exhibit 10.24 to 2000 Form 10-K filed on June 29, 2000.

12.   Filed as Exhibit 10.35 to 1998 Form 10-K filed on June 25, 1998.

13.   Filed as Exhibit 10.1 to Form 10-Q filed on November 14, 2000.

14.   Filed as Exhibit 10.2 to Form 10-Q filed on November 14, 2000.

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

16.   Filed as Exhibit 10.26 to 2000 Form 10-K filed on June 29, 2000.

17.   Filed as Exhibit 10.35 to Amendment No. 1 on Form 10-K/A filed on
      July 31, 2000.

18.   Filed as Exhibit 10.33 to Amendment No. 1 on Form 10-K/A filed on
      July 31, 2000.

                                      -58-
<PAGE>


19.   Filed as Exhibit 10.27 to 2000 Form 10-K filed on June 29, 2000.

20.   Filed as Exhibit 10.28 to 2000 Form 10-K filed on June 29, 2000.

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


                                      -59-