RENTRAK CORPORATION

                        INCENTIVE STOCK OPTION AGREEMENT



            THIS  AGREEMENT,  effective as of  ________________,  is made by and
between Rentrak Corporation,  an Oregon corporation  (hereinafter referred to as
"Company"),  and  ___________________,  an employee of the Company  (hereinafter
referred to as "Employee"):

            WHEREAS,  the Company wishes to afford the Employee the  opportunity
to purchase shares of its $.001 par value Common Stock; and

            WHEREAS,  the Company has adopted the 1997 Equity Participation Plan
of Rentrak Corporation  (hereinafter  referred to as "Plan") (the terms of which
are hereby incorporated by reference and made a part of this Agreement); and

            WHEREAS,   the  Committee  appointed  to  administer  the  Plan  has
determined  that it would be to the  advantage  and best interest of the Company
and its shareholders to grant the Incentive Stock Option (the "Option") provided
for herein to the  Employee  as an  inducement  to remain in the  service of the
Company and as an incentive for increased efforts during such service;

            NOW,  THEREFORE,  in  consideration  of the mutual  covenants herein
contained and other good and valuable consideration,  receipt of which is hereby
acknowledged, the parties agree as follows:

                                    ARTICLE I

                                 GRANT OF OPTION

Section 1.1 - Grant of Option

            In consideration of the Employee's agreement to remain in the employ
of  the  Company  or  its   Subsidiaries   and  for  other  good  and   valuable
consideration,  effective as of the date hereof, the Company  irrevocably grants
to the  Employee an Option to purchase any part or all of an aggregate of ______
shares of its $.001 par value  Common  Stock upon the terms and  conditions  set
forth in this Agreement.

Section 1.2 - Purchase Price

            The  purchase  price of the  shares of Common  Stock  covered by the
Option shall be $____ per share, without commission or other charge,  subject to
adjustment as provided in Section 9.3(a) of the Plan.

Section 1.3 - Consideration to Company

            In consideration of the granting of this Option by the Company,  the
Employee  agrees to render  faithful and efficient  services to the Company or a
Subsidiary, with such duties and responsibilities as the Company shall from time
to time  prescribe.  Nothing in this  Agreement or in the Plan shall confer upon
the  Employee  any  right  to  continue  in the  employ  of the  Company  or any
Subsidiary, or as a director of the Company, or shall interfere with or restrict
in any way the  rights of the  Company  and its  Subsidiaries,  which are hereby
expressly  reserved,  to  discharge  the  Employee  at any time  for any  reason
whatsoever, with or without cause.

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Section 1.4 - Adjustments in Option

            The Committee shall make  adjustments  with respect to the Option in
accordance  with the provisions of Section 9.3 of the Plan;  provided,  however,
that each such  adjustment  shall be made in such manner as not to  constitute a
"modification"  within the meaning of Section  424(h)(3) of the Code, unless the
Optionee consents to an adjustment which would constitute such a "modification".

                                   ARTICLE II

                            PERIOD OF EXERCISABILITY

Section 2.1 - Commencement of Exercisability

            (a)  Subject to Sections  2.1(b) and 2.3,  the Option  shall  become
exercisable in four cumulative installments as follows:

                  (i) The first  installment  shall consist of 25 percent of the
      shares  covered by the Option and shall  become  exercisable  on the first
      anniversary of the date the Option is granted.

                  (ii) The second installment shall consist of 25 percent of the
      shares  covered by the Option and shall become  exercisable  on the second
      anniversary of the date the Option is granted.

                  (iii) The third installment shall consist of 25 percent of the
      shares  covered by the Option and shall  become  exercisable  on the third
      anniversary of the date the Option is granted.

                  (iv) The fourth installment shall consist of 25 percent of the
      shares  covered by the Option and shall become  exercisable  on the fourth
      anniversary of the date the Option is granted.

            (b) No portion of the Option which is  unexercisable  at Termination
of Employment shall thereafter become exercisable.

Section 2.2 - Duration of Exercisability

            Once the Option  becomes  exercisable  pursuant  to Section  2.1, it
shall remain exercisable until it becomes unexercisable under Section 2.3.

Section 2.3 - Expiration of Option

            The Option may not be  exercised  to any extent by anyone  after the
first to occur of the following events:

            (a) The  expiration  of ten (10)  years from the date the Option was
granted; or

            (b) If the Employee  owned (within the meaning of Section  424(d) of
the Code),  at the time the Option was granted,  more than ten percent  (10%) of
the total  combined  voting  power of all classes of stock of the Company or any
Subsidiary or parent  corporation  thereof (within the meaning of Section 422 of
the  Code),  the  expiration  of five (5)  years  from the date the  Option  was
granted; or

            (c) The  expiration of one (1) month from the date of the Employee's
voluntary Termination of Employment; or

            (d)  The  expiration  of  three  (3)  months  from  the  date of the
Employee's  Termination  of Employment by reason of his  retirement or his being
discharged  not for good cause (for  purposes of this  Agreement,  "good  cause"
means any act of fraud by the  Employee,  any act of  dishonesty by the Employee
involving the


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<PAGE>

Company  or  its  business,  the  Employee's  conviction  of or a plea  of  nolo
contendere  to a felony,  or the  commission  of any act in  direct or  indirect
competition with or materially  detrimental to the best interests of the Company
that is in breach of the Employee's fiduciary duties to the Company), unless the
Employee dies within said three-month period; or

            (e) The  expiration of one (1) year from the date of the  Employee's
Termination  of  Employment  by reason  of his  permanent  and total  disability
(within the meaning of Section 22(e)(3) of the Code); or

            (f) The  expiration of one (1) year from the date of the  Employee's
death; or

            (g) Immediately  following the Employee's  Termination of Employment
by reason of being discharged for good cause; or

            (h) The effective date of either the merger or  consolidation of the
Company  with  or  into  another  corporation,  or the  acquisition  by  another
corporation  or person of all or  substantially  all of the Company's  assets or
eighty percent (80%) or more of the Company's then outstanding  voting stock, or
the liquidation or dissolution of the Company,  unless the Committee waives this
provision in connection with such  transaction.  As soon as practicable prior to
the effective date of such merger,  consolidation,  acquisition,  liquidation or
dissolution,  the Committee  shall give the Employee notice of such event if the
Option has then neither been fully exercised nor become unexercisable under this
Section 2.3.

Section 2.4 - Adjustments to and/or Cancellation of the Option

            Neither  (i) the  issuance  of  additional  shares  of  stock of the
Company in exchange for adequate  consideration  (including services),  nor (ii)
the conversion of outstanding preferred shares of the Company into Common Stock,
shall be deemed to require an adjustment in the shares  covered by the Option or
in the purchase price of shares subject to the Option pursuant to Section 9.3(a)
of the Plan.  In the  event  the  Committee  shall  determine  that an event has
occurred  affecting  the Company  such that an  adjustment  to the Option  under
Section  9.3(a)  of the Plan  should  be made but  that it is not  practical  or
feasible to make such an  adjustment,  such event shall be deemed a  Terminating
Event subject to the following paragraph.

            Subject to Section  9.3(b)(vii) of the Plan, in the event of (a) the
dissolution or  liquidation of the Company,  (b) a  reorganization,  merger,  or
consolidation of the Company with one or more  corporations as a result of which
the  Company  will  not be a  surviving  corporation,  (c)  the  sale  of all or
substantially all of the assets of the Company,  (d) a sale or other transfer of
more than eighty percent (80%) of the then outstanding shares of Common Stock of
the  Company,  or (e) the  occurrence  of an event in  accordance  with the last
sentence of the previous  paragraph (any of such events is herein referred to as
a "Terminating  Event"),  the Committee shall determine whether a provision will
be made in connection with the Terminating  Event for an appropriate  assumption
of the Option by, or substitution of appropriate new options  covering stock of,
a successor  corporation employing the Employee or stock of an affiliate of such
successor  employer  corporation  . If the  Committee  determines  that  such an
appropriate  assumption or  substitution  will be made, the Committee shall give
notice of the  determination to the Employee and the terms of such assumption or
substitution,  and any  adjustments  made (i) to the  number  and kind of shares
subject  to the  Option  outstanding  under  the Plan (or to  options  issued in
substitution therefor), (ii) to the Option purchase price and (iii) to the terms
and  conditions  of the  Option,  shall be  binding  upon the  Employee.  If the
Committee  determines  that no  assumption  or  substitution  will be made,  the
Committee shall give notice of this determination to the Employee, whereupon the
Employee  shall have the right for a period of thirty  (30) days  following  the
notice to exercise in full or in part the unexercised  and unexpired  portion of
this Option,  without  regard to the limitation on  exercisability  specified in
Section 2.1(a) above.  Upon the  expiration of this thirty (30) day period,  the
Option shall expire to the extent not earlier exercised.


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Section 2.5 - Special Tax Consequences

            The Employee  acknowledges  that,  to the extent that the  aggregate
Fair  Market  Value of stock with  respect to which  "incentive  stock  options"
(within the meaning of Section  422 of the Code,  but without  regard to Section
422(d) of the Code), including the Option, are exercisable for the first time by
the Employee  during any calendar  year (under the Plan and all other  incentive
stock option plans of the Company,  any  Subsidiary  and any parent  corporation
thereof (within the meaning of Section 422 of the Code)) exceeds $100,000,  such
options  shall be treated as  Non-Qualified  Options to the extent  required  by
Section 422 of the Code.  The Employee  further  acknowledges  that the rule set
forth in the preceding  sentence shall be applied by taking options into account
in the order in which they were granted.  For purposes of these rules,  the Fair
Market Value of stock shall be determined as of the time the option with respect
to such stock is granted.

                                   ARTICLE III

                               EXERCISE OF OPTION

Section 3.1 - Partial Exercise

            Any exercisable  portion of the Option or the entire Option, if then
wholly  exercisable,  may be  exercised in whole or in part at any time prior to
the time when the Option or portion thereof becomes  unexercisable under Section
2.3;  provided,  however,  that each partial exercise shall be for not less than
100 shares and shall be for whole shares only.

Section 3.2 - Manner of Exercise

            The Option,  or any exercisable  portion  thereof,  may be exercised
solely  by  delivery  to the  Company's  Secretary  or his  office of all of the
following   prior  to  the  time  when  the  Option  or  such  portion   becomes
unexercisable under Section 2.3:

            (a) A written notice complying with the applicable rules established
by the Committee  stating that the Option,  or a portion thereof,  is exercised.
The notice  shall be signed by the  Employee or other  person  then  entitled to
exercise the Option or such portion.

            (b) Full payment to the Company for the shares with respect to which
such Option or portion is exercised, which shall be:

                  (i) In cash; or

                  (ii) With the  consent  of the  Committee,  (A)  shares of the
      Company's  Common Stock owned by the Employee,  duly endorsed for transfer
      to the Company,  with a Fair Market Value on the date of delivery (and, if
      acquired  from the  Company,  held for at least six  months)  equal to the
      aggregate  purchase  price  of  the  shares  as to  which  the  Option  is
      exercised,  or (B) shares of the  Company's  Common Stock  issuable to the
      Employee upon exercise of the Option, with a Fair Market Value on the date
      of  delivery  equal to the  aggregate  purchase  price of the shares as to
      which the Option is exercised; or

                  (ii) With the  consent  of the  Committee,  by  delivery  of a
      notice that the Employee has placed a market sell order with a broker with
      respect  to  shares of the  Company's  Common  Stock  then  issuable  upon
      exercise  of the  Option,  and that the broker has been  directed to pay a
      sufficient  portion  of the net  proceeds  of the sale to the  Company  in
      satisfaction of the purchase price of the shares as to which the Option is
      exercised.

            (c) A bona fide  written  representation  and  agreement,  in a form
satisfactory  to the  Committee,  signed by the  Employee  or other  person then
entitled to exercise such Option or portion as the Committee in its  discretion,
shall  determine is  necessary  or  appropriate  to effect  compliance  with the
Securities  Act of 1933  and any  other  federal  or  state  securities  laws or
regulations. Without limiting the generality of the foregoing,

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the Committee  may require an opinion of counsel  acceptable to it to the effect
that any subsequent  transfer of shares  acquired on exercise of the Option does
not violate  the  Securities  Act of 1933,  and may issue  stop-transfer  orders
covering such shares. Share certificates  evidencing stock issued on exercise of
this Option shall bear an appropriate legend referring to the provisions of this
subsection  (c)  and the  agreements  herein.  The  written  representation  and
agreement  referred  to in the first  sentence  of this  subsection  (c)  shall,
however,  not be required if the shares to be issued  pursuant to such  exercise
have been registered under the Securities Act of 1933, and such  registration is
then effective in respect of such shares.

            (d) Full payment to the Company (or other employer  corporation)  of
all  amounts  which,  under  federal,  state or local tax law, it is required to
withhold upon  exercise of the Option.  With the consent of the  Committee,  (i)
shares of the Company's  Common Stock owned by the  Employee,  duly endorsed for
transfer, with a Fair Market Value equal to the sums required to be withheld, or
(ii) shares of the Company's Common Stock issuable to the Employee upon exercise
of the  Option  with a Fair  Market  Value  equal  to the  sums  required  to be
withheld, may be used to make all or part of such payment.

            (e) In the event the Option or portion  shall be exercised  pursuant
to Section  4.1 by any person or persons  other than the  Employee,  appropriate
proof of the right of such person or persons to exercise the Option.

Section 3.3 - Rights as Shareholder

            The holder of the Option shall not be, and shall not have any of the
rights or privileges  of, a shareholder  of the Company in respect of any shares
purchasable  upon  the  exercise  of any part of the  Option  unless  and  until
certificates  representing  such shares shall have been issued by the Company to
such holder.

                                   ARTICLE IV

                                OTHER PROVISIONS

Section 4.1 - Option Not Transferable

            Neither the Option nor any interest or right therein or part thereof
shall be sold,  pledged,  assigned,  or  transferred in any manner other than by
will or the laws of descent and  distribution,  unless and until such Option has
been exercised,  or the shares underlying such Option have been issued,  and all
restrictions  applicable to such shares have lapsed.  Neither the Option nor any
interest  or right  therein  or part  thereof  shall be  liable  for the  debts,
contracts or  engagements of the Employee or his successors in interest or shall
be  subject  to  disposition  by  transfer,  alienation,  anticipation,  pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or  equitable  proceedings  (including  bankruptcy),  and any
attempted disposition thereof shall be null and void and of no effect, except to
the extent that such disposition is permitted by the preceding sentence.

Section 4.2 - Shares to Be Reserved

            The Company shall at all times during the term of the Option reserve
and keep  available  such number of shares of Common Stock as will be sufficient
to satisfy the requirements of this Agreement.

Section 4.3 - Notices

            Any  notice to be given  under the  terms of this  Agreement  to the
Company  shall be  addressed  to the Company in care of its  Secretary,  and any
notice to be given to the  Employee  shall be  addressed  to him at the  address
given beneath his signature  hereto.  By a notice given pursuant to this Section
4.3, either party may hereafter  designate a different address for notices to be
given.  Any notice which is required to be given to the Employee  shall,  if the
Employee is then deceased, be given to the Employee's personal representative if
such  representative  has  previously  informed  the  Company  of his status and
address by written  notice  under this  Section  4.3. Any notice shall

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<PAGE>

be deemed  duly given when  enclosed  in a properly  sealed  envelope or wrapper
addressed as aforesaid,  deposited  (with  postage  prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.

Section 4.4 - Titles

            Titles are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.

Section 4.5 - Notification of Disposition

            The  Employee  shall  give  prompt  notice  to  the  Company  of any
disposition  or other  transfer of any shares  acquired  under this Agreement if
such  disposition  or transfer is made (a) within two (2) years from the date of
granting the Option with respect to such shares or (b) within one (1) year after
the transfer of such shares to him.  Such notice shall  specify the date of such
disposition or other transfer and the amount realized,  in cash, other property,
assumption  of  indebtedness  or other  consideration,  by the  Employee in such
disposition or other transfer.

Section 4.6 - Construction

            This Agreement shall be administered, interpreted and enforced under
the  internal  laws of the State of Oregon  without  regard to conflicts of laws
thereof.

Section 4.7- Conformity to Securities Laws

            The  Employee  acknowledges  that the Plan is intended to conform to
the extent  necessary  with all provisions of the Securities Act of 1933 and the
Exchange Act and any and all regulations and rules promulgated by the Securities
and Exchange  Commission  thereunder,  including without  limitation Rule 16b-3.
Notwithstanding anything herein to the contrary, the Plan shall be administered,
and the  Option is  granted  and may be  exercised,  only in such a manner as to
conform  to such  laws,  rules  and  regulations.  To the  extent  permitted  by
applicable  law,  the Plan and this  Agreement  shall be deemed  amended  to the
extent necessary to conform to such laws, rules and regulations.

Section 4.8 - Definition of Terms

            All  capitalized  terms  used  herein  without  definition  have the
meanings ascribed to such terms in the Plan.

            IN WITNESS  WHEREOF,  this Agreement has been executed and delivered
by the parties hereto.


                                       RENTRAK CORPORATION




                                    By:
                                        ------------------------------
                                        President
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(                       )
 -----------------------

Address:

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

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Employee's Taxpayer Identification Number:
                                          ----------------------

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