EMPLOYMENT AGREEMENT

            This   EMPLOYMENT   AGREEMENT   (hereinafter   referred  to  as  the
"Agreement")  is made and entered into as of this 14th day of August,  1998,  by
and between RENTRAK CORPORATION,  an Oregon corporation (hereinafter referred to
as "Employer"), and RICHARD A. NIDA (hereinafter referred to as "Employee").

                                   WITNESSETH:

            WHEREAS, Employer desires to employ Employee in the capacity of Vice
President, Investor Relations;

            WHEREAS,  Employee will be one of the key executives of the Employer
and  desires  to be  employed  in  the  capacity  of  Vice  President,  Investor
Relations; and

            WHEREAS, Employer and Employee desire to enter into an Employment
            Agreement  memorializing  the terms and conditions of the employment
relationship.

            NOW, THEREFORE,  in consideration of the mutual promises,  covenants
and agreements  herein  contained,  the recitals set forth  hereinabove which by
this   reference  are   incorporated   herein,   and  other  good  and  valuable
consideration,  the receipt of which is hereby acknowledged,  the parties hereby
agree as follows:

1. EMPLOYMENT

            1.01 Duties and Place of Employment.

                 (a)  Employee  shall be  responsible  for,  and perform  duties
associated  with his  position as Vice  President,  Investor  Relations or other
duties as may be directed by the Employer,  from time to time.  Employee  shall:
(i) devote his full business time during normal  business  hours to the business
and affairs of Employer;  (ii) use his best efforts to promote the  interests of
Employer;   (iii)  perform  faithfully  and  efficiently  his  responsibilities.
Employee shall perform his duties at the Employer's  principal executive offices
which are currently located at One Airport Center,  7700 N.E.  Ambassador Place,
Portland,  Oregon,  or such other  locations as may be directed by Employer from
time to time.  Subject to the terms of this  Agreement,  Employee  shall  comply
promptly  and  faithfully  with  all  of  Employer's   policies,   instructions,
directions, requests, rules and regulations.

                 (b) After a Change of Control  (as  defined  below)  during the
Term of this  Agreement,  Employee  shall continue to serve Employer in the same
capacity and have the same authority,  responsibilities  and status as he had as
of the date  immediately  prior to the  Change  of  Control.  After a Change  of
Control,  during  the  Term of this  Agreement,  Employee's  services  shall  be
performed at the location where Employee was employed as of the date immediately
prior to the Change of  Control,  or at such other  location  as may be mutually
agreed between Employer and Employee.

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<PAGE>

                 (c) For purposes of this Agreement, a "Change of Control" shall
be deemed to have  occurred upon the first  fulfillment  of the  conditions  set
forth in any one of the following four paragraphs:

                      (1) any  "person"  (as such term is  defined  in  Sections
            3(a)(9) and  13(d)(3) of the  Securities  Exchange  Act of 1934,  as
            amended  (the  "Exchange  Act")),  other  than a  trustee  or  other
            fiduciary  holding  securities  under an  employee  benefit  plan of
            Employer,  is or becomes a beneficial  owner  (within the meaning of
            Rule  13d-3  promulgated  under  the  Exchange  Act),   directly  or
            indirectly,  of  securities of  Employer,  representing  twenty-five
            percent (25%) or more of  the  combined  voting power of  Employer's
            then  outstanding securities; or

                      (2) a majority of the directors  elected at any annual or
            special  meeting of stockholders  are not  individuals  nominated by
            Employer's then incumbent Board; or

                      (3) the  shareholders  of  Employer  approve  a merger  or
            consolidation of Employer with any other  corporation,  other than a
            merger or consolidation  which would result in the voting securities
            of Employer  outstanding  immediately  prior  thereto  continuing to
            represent  (either by remaining  outstanding  or by being  converted
            into  voting   securities   of  the   surviving   entity)  at  least
            seventy-five  percent  (75%)  of the  combined  voting  power of the
            voting  securities of Employer or such surviving entity  outstanding
            immediately after such merger or consolidation,  or the shareholders
            of Employer approve a plan of complete liquidation of Employer or an
            agreement  for  the  sale  or  disposition  by  Employer  of  all or
            substantially all of its assets.

            2. TERM AND TERMINATION

            2.01 Stated Term.  Employment  shall  commence on September 1, 1998,
and will end on August 31, 2000 (the "End Date"), or until Employee's employment
under this Agreement is terminated pursuant to this Section 2 ("Term").

            2.02 At Will  Termination.  Notwithstanding  anything  herein to the
contrary, Employee's employment may be terminated at any time without cause upon
thirty (30) days written notice to Employee.

            2.03 For Cause Termination.  Employee's employment may be terminated
by Employer for "cause" without  notice.  Termination for "cause" is defined for
purposes of this subsection as termination for:  (i)material failure of Employee
to substantially perform the reasonable and attainable  instructions of Employer
as to his duties  hereunder;  or (ii) an act or acts of  misconduct  by Employee
which is  determined  by the  Employer to be  materially  injurious  to Employer
monetarily  or  otherwise;  or  (iii)  material  violation  by  Employee  of any
provision of this Agreement.  For purposes of this  subsection,  termination for
"cause" shall not include any act or failure to act on  Employee's  part if done
or omitted to be done by him in demonstrable  good faith and with the reasonable
belief that his act or  omission  was in the best  interest  of the  Employer or
pursuant to an express policy of Employer at the time of such act or omission.

            2.04 Disability or Death.  Employee's employment shall be terminable
immediately  upon  Employee's  death or disability.  "Disability" is defined for
purposes of this  subsection  as absence from  Employee's  full time duties with
Employer as a result of Employee's  incapacity due to physical or mental illness
for ninety (90) days calculated on a cumulative basis during any one (1)


                                      -2-
<PAGE>

year period  during the Term of this Agreement.  Nothing in this Section 2.04 is
intended  to violate any Oregon  State law  regarding  parental or family  leave
policies or any other applicable law.

            2.05 Termination by Employee for Good Reason.  Employee's employment
may be  terminated  by  Employee  at any time for "Good  Reason" as that term is
defined below.  Employee's continued employment shall not constitute consent to,
or a waiver of rights with  respect  to, any act or failure to act  constituting
Good  Reason  hereunder.  "Good  Reason"  shall  mean (i) a  material  breach by
Employer of the terms of this  Agreement;  provided that Employee  shall have no
right to terminate  this Agreement  pursuant to this clause (i) unless  Employer
has had at least 15 days to cure such failure,  or (ii) the occurrence  (without
Employee's  express written  consent),  within two (2) years after any Change of
Control of any one of the following acts by Employer, or failures by Employer to
act:

                 (a) The assignment to Employee of any duties  inconsistent with
Employee's status as an executive  officer of Employer or a substantial  adverse
alteration  in the  nature or  status of  Employee's  title,  position,  duties,
functions,   working  conditions  or  responsibilities   from  those  in  effect
immediately  prior to the  Change  of  Control  other  than any such  alteration
primarily  attributable  to the fact  that  Employer  may no  longer be a public
company;

                 (b) A reduction by Employer in Employee's annual Base Salary as
in effect on the date hereof or as the same may be increased from time to time.

                 (c) The relocation of Employer's principal executive offices to
a location  more than  thirty-five  (35) miles from the location of such offices
immediately prior to the Change of Control or Employer's  requiring  Employee to
be based anywhere other than Employer's  principal  executive offices except for
required  travel on Employer's  business to an extent  substantially  consistent
with Employee's  business travel obligations  immediately prior to the Change of
Control;

                 (d) The failure by Employer, without Employee's consent, to pay
to Employee any portion of Employee's current compensation;

                 (e)  The   failure  by  Employer  to  continue  in  effect  any
compensation plan in which Employee participates immediately prior to the Change
of  Control  which is  material  to  Employee's  total  compensation  unless  an
equitable  arrangement  (embodied in an ongoing  substitute or alternative plan)
has been made with respect to such plan,  or the failure by Employer to continue
Employee's  participation therein (or in such substitute or alternative plan) on
a basis not materially less  favorable,  both in terms of the amount of benefits
provided  and the terms and  conditions  of such  benefits,  including,  without
limitation,   the  level  of   Employee's   participation   relative   to  other
participants,  as such  relative  level  existed  at the time of the  Change  of
Control;

                 (f) The failure by  Employer  to  continue to provide  Employee
with benefits  substantially  similar to those enjoyed by Employee  under any of
Employer's pension, life insurance,  medical, health and accident, or disability
plans in which  Employee was  participating  immediately  prior to the Change of
Control, the taking of any action by Employer which would directly or indirectly
materially  reduce any of such  benefits  or deprive  Employee  of any  material

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<PAGE>

fringe benefit enjoyed by Employee  immediately  prior to the Change of Control,
or the failure by Employer to provide  Employee with the number of paid vacation
days to which  Employee  is  entitled  on the  basis of  years of  service  with
Employer  in  accordance  with  Employer's  normal  vacation  policy  in  effect
immediately prior to the Change of Control; or

                 (g) The failure of Employer to obtain a satisfactory  agreement
from  any  successor  to  assume  and  agree  to  perform  this  Agreement,   as
contemplated in Section 7.04.

            2.06 Other  Termination  by Employee.  Employee's  employment may be
terminated  by Employee at any time  without  Good Reason upon thirty (30)  days
prior written notice to Employer.

3. COMPENSATION

            3.01 Base Salary.  Commencing  September 1, 1998, through August 31,
1999,  Employee shall be paid an annual base salary in the amount of One Hundred
Twenty Thousand  Dollars  ($120,000)  ("Base  Salary").  From September 1, 1999,
through  August 31,  2000,  Employee  shall be paid an annual base salary in the
amount of One Hundred Twenty Eight Thousand Dollars ($128,000).  The Base Salary
shall be paid to Employee in equal  semi-monthly  installments in arrears on the
seventh (7th) and twenty-second  (22nd) day of each month,  commencing as of the
first  semi-monthly  pay period  following the effective date of this Agreement.
Should the seventh (7th) or the  twenty-second  (22nd) day of any month not be a
business day, Employee's  semi-monthly  installment of the Base Salary otherwise
due on such date shall be paid to  Employee on the  business  day closest to the
date such semi-monthly installment is due (i.e., if the seventh (7th) day of the
month falls on a Saturday,  the  semi-monthly  installment  shall be paid on the
preceding  business  day or if the 7th day of the month  falls on a Sunday,  the
semi-monthly installment shall be paid on the next following business day).

            3.02 Bonus  Compensation.  Employee  shall be  entitled to an annual
cash  bonus  as set  forth  in  this  Section  3.2.  Said  bonus  is in  lieu of
participation  in any and all other  bonus  programs,  including  any cash bonus
pools,  established  from time to time by Employer  for  Corporate  Officers and
shall be based on the sole  criterion of stock price  appreciation  according to
the following schedule:

                 (a) For  stock  price  appreciation  of less  than  One  Dollar
($1.00) per share, including any loss in share price, no bonus ($0);

                 (b) For stock price appreciation of at least One Dollar ($1.00)
per share but less than  two-dollars  ($2.00)  per share,  a bonus equal to five
percent (5%) of Employee's Base Salary;

                 (c)  For  stock  price  appreciation  of at  least  two-dollars
($2.00) per share but less than Two Dollars and  Seventy-Six  Cents  ($2.76) per
share, a bonus equal to ten percent (10%) of Employee's Base Salary;

                 (d) For stock  price  appreciation  of at least Two Dollars and
Seventy-Six  Cents  ($2.76) per share but less than Three  Dollars and Fifty-One
Cents  ($3.51) per share,  a bonus equal to fifteen  percent (15%) of Employee's
Base Salary;

                 (e) For stock price  appreciation of at least Three Dollars and
Fifty-One  Cents  ($3.51)  per share but less  than  Four  Dollars  and One Cent
($4.01) per share,  a bonus equal to twenty  percent  (20%) of  Employee's  Base
Salary; and

                                      -4-
<PAGE>

                 (f) For stock price  appreciation  of Four Dollars and One Cent
($4.01) per share or more, a bonus equal to Thirty  percent  (30%) of Employee's
Base Salary.

            The  bonus is  payable  September  15,  1999,  for the  period  from
September 1, 1998,  through August 31, 1999 (the "First Period"),  and September
15, 2000,  for the period from  September 1, 1999,  through August 31, 2000 (the
"Second  Period").  The bonus owed for the First Period shall be  determined  by
subtracting the opening price of Rentrak common stock on September 1, 1998, from
the  average  closing  price of said stock for the 30 trading  days  immediately
preceding  August 31, 1999,  referring to the above schedule for the appropriate
bonus percentage,  and multiplying that percentage by Employee's Base Salary for
the first year of this Agreement.  The bonus owed for the Second Period shall be
determined by subtracting the opening price of Rentrak common stock on September
1, 1999,  from the average  closing  price of said stock for the 30 trading days
immediately  preceding August 31, 2000,  referring to the above schedule for the
appropriate bonus percentage, and multiplying that percentage by Employee's Base
Salary for the second year of this Agreement.

            3.03 Benefits

                 (a) Vacation and Holiday Pay. As of the effective  date of this
Agreement,  Employee will be entitled to: (i) take  vacation  from  September 28
through  October 2, 1998, and January 5 through  January 9, 1999, to (ii) accrue
vacation time at the rate of twenty-one  (21) days of paid vacation  during each
year of employment;  and (iii) will be eligible to receive pay for Employer-paid
holidays.

                 (b) Insurance.  Employee shall be entitled to medical,  dental,
life,  flexplan,  employee stock purchase plan, 401k plan,  pre-paid legal plan,
worker's compensation, social security and state unemployment insurance benefits
as provided  under  Employer's  then current  terms,  policies  and  procedures.
Employee shall also be entitled to officers' disability insurance benefits.  For
five years following a Change of Control, Employer shall use its best efforts to
continue  to provide  directors'  and  officers'  liability  insurance  covering
Employee (with respect to events  occurring  prior to termination of Employment)
on terms no less favorable (in terms of coverage and amounts) than those of such
insurance  in effect  immediately  prior to the Change of  Control.  Following a
Change of Control,  Employer  will  indemnify  and hold  harmless  Employee (and
advance  expenses) to the full extent provided in the Articles of  Incorporation
and Bylaws of Employer as in effect immediately prior to the Change of Control.

                 (c)  Tuition  Reimbursement.  Employee  shall  be  entitled  to
reimbursement for all tuition, enrollment fees, and books pursuant to Employer's
education  assistance program.  Employee shall comply with all Employer's terms,
policies and procedures regarding its education assistance program.

                 (d)  Business  Expenses.  During  the  Term of this  Agreement,
Employee  shall be entitled to receive prompt  reimbursement  for all reasonable
expenses  incurred by Employee in the performance of his duties pursuant to this
Agreement in  accordance  with the policies  and  procedures  of Employer now or
hereinafter in effect.

                                      -5-
<PAGE>

                 (e) Moving  Expenses.  Employer will directly pay to the moving
company  selected by Employee the cost of shipping  Employee's  household  goods
from  Lawrence,  Kansas,  to  Portland,  Oregon.  Employer  will also  reimburse
Employee  for travel  costs  incurred by Employee  and his  immediate  family in
relocating  from  Lawrence,  Kansas,  to Portland,  Oregon,  and for one night's
lodging  prior to and one night's  lodging  after the move.  The total amount of
such moving,  travel,  and lodging expenses shall be reimbursed in an amount not
to exceed  Sixteen  Thousand  Dollars  ($16,000).  In the event that the cost of
moving,  travel,  and lodging is less than Sixteen Thousand  Dollars  ($16,000),
Employer  shall pay to Employee on September  1, 1998,  the  difference  between
Sixteen  Thousand  Dollars  ($16,000) and the actual cost of the move.  Employee
agrees  that  this  Section   establishes   Employer's  complete  liability  for
Employee's relocation to Portland,  Oregon, and agrees not to submit to Employer
any expenses associated with the move in addition to those referenced herein.

                 (f)   Miscellaneous   Benefits.   In   addition  to  any  other
compensation  or benefits  to be  received by Employee  pursuant to the terms of
this  Agreement,  Employee  shall be entitled to  participate in any employee or
officer(s)  benefits  which Employer may from time to time provide its employees
or officer(s) generally.

            3.04 Stock Options. Upon commencement of the Term of this Agreement,
Employer shall grant Employee Ten Thousand  (10,000) shares of Employer's  stock
with an exercise price equal to the closing price of Rentrak common stock on the
date of grant.  Said options shall vest at a rate of  Twenty-Five  percent (25%)
per year during  Employee's  employment  by Employer.  Said options shall remain
exercisable for a period of Ten (10) years from the issue date.

            In addition to the aforementioned options, Employee shall be granted
additional  options for Five Thousand (5,000) shares per grant on April 1, 1999,
and April 1, 2000.  Said  options  shall  carry an  exercise  price equal to the
closing price of Rentrak common stock on the date of grant, shall vest at a rate
of Twenty-Five percent (25%) per year during Employee's  employment by Employer,
and shall remain exercisable for a period of ten years.

4.    PAYMENTS UPON TERMINATION OF EMPLOYMENT

            4.01  Termination  for  Cause.  In the event of the  termination  of
      Employee's employment by Employer pursuant to Section 2.03 within Ten (10)
      days of  termination  Employer  shall pay to Employee only the Base Salary
      accrued  pursuant  to  Section  3.01  through  and  including  the date of
      termination.  No other  compensation  shall be due or  payable  under this
      Agreement in the event of a termination for Cause.

            4.02 Termination for Death or Disability.

                 (a)  Termination  for Death. In the event of the termination of
Employee's employment pursuant to Section 2.04 due to his death, within ten days
of termination Employer shall pay to Employee's estate or legal  representative,
as the case may be, in a lump sum, the Base Salary  accrued  pursuant to Section
3.01 through and including the date of termination  plus a lump sum severance of
Ninety  (90)  days Base  Salary at the rate in effect on the date of  Employee's
death.  Employer shall also convey to Employee's estate or legal  representative
all options granted to Employee during his employment,  regardless of whether or
not said options  vested prior to  Employee's  death.  Said options shall remain
exercisable for a period of One (1) year from the date of


                                      -6-
<PAGE>

death. No other compensation shall be due or payable under this Agreement in the
event of a termination due to the Employee's death.

                 (b) Termination for Disability. In the event of the termination
of Employee's employment pursuant to Section 2.04 due to his disability,  within
ten  days  of   termination   Employer  shall  pay  to  Employee  or  his  legal
representative,  as the case may be,  in a lump  sum,  the Base  Salary  accrued
pursuant to Section 3.01 through and including the date of  termination.  During
the period of  Employee's  disability,  but prior to Employee's  termination  of
Employment,  Employee shall be entitled to receive all compensation as set forth
in this  Agreement.  No other  compensation  shall be due or payable  under this
Agreement in the event of a termination due to the Employee's disability.

            4.03  Termination by Employer  Without Cause After Change of Control
or by Employee for Good Reason.  In the event of the  termination  of Employee's
employment by Employer  pursuant to Section 2.02 within two years after a Change
of  Control  or by  Employee  pursuant  to  Section  2.05,  within  ten  days of
termination,  Employer  shall pay to Employee,  in a lump sum, the lesser of (i)
all Base Salary  which  Employer  is  obligated  to pay to Employee  pursuant to
Section 3.01 through the End Date or (ii) one year of Base Salary which Employer
is  obligated  to pay to Employee  pursuant  to Section  3.01 during the current
fiscal year.

            4.04 Other  Termination by Employer.  In the event of termination of
Employee's  employment by Employer pursuant to Section 2.02 prior to a Change of
Control or more than two years  after a Change of  Control,  Employer  shall pay
Employee  the Base Salary  accrued  pursuant  to Section  3.01 as of the date of
termination  plus a severance  payment in an amount  equal to six  months'  Base
Salary at the rate at which  Employer is obligated  to pay Employee  pursuant to
Section 3.01 during the current fiscal year, payable in installments as if still
employed;  provided,  however,  that during the period  that  Employer is making
severance payments pursuant to this Section 4.04,  Employer shall have the right
to request  Employee to provide  reasonable  evidence  that he is using his best
efforts  to  obtain  other  employment  of  comparable  status  in the  Portland
metropolitan  area,  and in the  event  that  Employee  fails  to  provide  such
reasonable  evidence,  then Employer shall not be obligated to pay any severance
payments;  and provided further that if Employee is successful in obtaining such
employment,  the amount of severance payments that would have been payable after
the time that Employee obtains such employment shall be reduced by the amount of
any  remuneration  received  from  such  employment.  For the  purposes  of this
Agreement,  "remuneration"  shall be defined to include cash payments,  the face
value of any  promissory  notes  issued to Employee  regardless  of the terms of
payment or whether payments are ever received,  stock or stock options valued as
of the day granted, or any other compensation given in any form whatsoever.

            4.05 Other Termination by Employee.  In the event of the termination
of Employee's employment by Employee pursuant to Section 2.06 within ten days of
termination,  Employer  shall pay to  Employee  only the  amount of Base  Salary
accrued  pursuant to Section 3.01 through and including the date of termination.
No other  compensation shall be due or payable under this Agreement in the event
of such a termination.

            4.06 Insurance  Benefits.  Employee is entitled to elect to continue
the  insurance  as  described  in  Section  3.03(b)  for a period  of two  years
following an event of termination described

                                      -7-
<PAGE>

in Section  2.05 and a period of six months  following  an event of  termination
described  in Section  2.02.  If  Employee  elects to  continue  such  coverage,
Employer  shall  reimburse  Employee for the premiums  paid by Employee for such
insurance as such premiums are paid until such time as the  continued  insurance
terminates or Employee obtains replacement  full-time  employment and is covered
by such new  employer's  group  medical,  health,  and life  insurance plan with
benefits  substantially  similar to those provided by Employer's  insurance plan
and  without   any   pre-existing   conditions,   exclusions,   limitations   or
restrictions, whichever occurs first. Such reimbursement shall be reduced for an
amount   equivalent  to  the  amounts  charged   Employee  for  health  coverage
immediately prior to the occurrence of the Change of Control.

            4.07 Other  Compensation.  Except as set forth in this Section 4, no
other  compensation  shall be due or payable to Employee upon termination of his
employment.

            4.08 Right to Decline Payments.  Employee,  in his sole and absolute
discretion,  shall  have the right to decline  all or a portion of any  payments
under this Agreement.

5.    PERSONAL NATURE

            This Agreement is personal, and is being entered into based upon the
singular skill,  qualifications  and experience of Employee.  Employee shall not
assign this  Agreement  or any rights  hereunder  without  the  express  written
consent of  Employer  which may be  withheld  with or without  reason.  Employee
hereby grants to Employer the right to use  Employee's  name,  likeness,  and/or
biography in connection with the services performed by Employee hereunder and in
connection  with the  advertising or exploitation of any project with respect to
which Employee performs services hereunder.

6.    NOTICES

            Any and all notices or other communications required or permitted by
this  Agreement or by law shall be deemed duly served and given when  personally
delivered to the party to whom such notice or  communication  is directed or, in
lieu of such  personal  service,  when  deposited  in the  United  States  mail,
certified,  return receipt requested,  first class postage prepaid, addressed as
follows:

            EMPLOYER:         Rentrak Corporation
                              One Airport Center
                              7700 N.E. Ambassador Place
                              Portland, Oregon  97220
                              Attn: Ron Berger

            EMPLOYEE:         Richard A. Nida
                              2707 Freedom Hill Court
                              Lawrence, Kansas  66047

Each party may change its address for purposes of this Section by giving written
notice of such change in the manner provided for herein.

                                      -8-
<PAGE>

7.    MISCELLANEOUS PROVISIONS

            7.01 Attorney Fees; Disputes Concerning Termination.

                 (a)  Subject  to Section  7.01(b),  in the event that it should
become necessary for any party to bring an action, including arbitration, either
at law or in equity,  to enforce or interpret the terms of this Agreement,  each
party shall pay its own attorneys'  fees,  including those incurred in resolving
the  dispute  prior to  initiation  of any  litigation  and at trial  and on any
appeal.

                 (b) If within Fifteen (15) days after any notice of termination
for Good Reason is given by Employee pursuant to Section 2.05, Employer notifies
Employee  that  a  dispute  exists  concerning  the  termination,  the  date  of
termination of this Agreement  shall be the date on which the dispute is finally
determined,  either by mutual  written  agreement  of the  parties or by a final
determination;  provided further that the date of termination  shall be extended
by a notice of dispute from  Employer only if such notice is given in good faith
and Employer  pursues the resolution of such dispute with reasonable  diligence.
Following a Change of Control, Employer shall provide all witnesses and evidence
reasonably  required  by  Employee to present  Employee's  case.  If a purported
termination  by  Employer  within  two  years  after a Change of  Control  or by
Employee for Good Reason occurs and such termination is disputed, Employer shall
pay to Employee all reasonable expenses and legal fees incurred by Employee as a
result of a  termination  in seeking  to obtain or enforce  any right or benefit
provided by this  Agreement  (whether or not Employee is successful in obtaining
or enforcing such right or benefit).

                 (c) If a purported  termination  by  Employer  within two years
after a Change  of  Control  or by  Employee  for Good  Reason  occurs  and such
termination is disputed, Employer shall do either of the following:

                      (i) So long as  Employee  continues  to provide  services,
            Employer  shall  continue to pay Employee the full  compensation  in
            effect  when  the  notice  giving  rise  to the  dispute  was  given
            (including,  but not limited  to,  salary and  estimated  bonus) and
            continue Employee as a participant in all compensation, benefit and
            insurance plans in which Employee was a participant  when the notice
            giving rise to the  dispute was given,  until the dispute is finally
            resolved; provided that Employee's right to continue to provide such
            services is solely within the  discretion  of Employer,  and nothing
            herein shall prohibit Employer from terminating such services.

                      (ii) If Employee is no longer providing services, Employer
            shall pay Employee  Fifty percent  (50%) of the amount  specified in
            Sections  4.3 and  Employer  will  provide  Employee  with the other
            benefits  provided in Section 4.06 if, but only if,  Employee agrees
            in  writing  that  if the  dispute  is  resolved  against  Employee,
            Employee will promptly refund to Employer all payments  specified in
            Section 4.03 that  Employee  receives  under this paragraph (c) plus
            interest  at the rate  provided in Section  1274(d) of the  Internal
            Revenue Code of 1986, as amended (the "Code"), compounded quarterly.
            If the dispute is  resolved  in  Employee's  favor,  promptly  after
            resolution  of the dispute  Employer will pay Employee the sum which
            was withheld  during the period of the dispute plus  interest at the
            rate provided in Section 1274(d) of the Code, compounded quarterly.

                                      -9-
<PAGE>

            Amounts  paid under this  paragraph  (c) shall  offset  against  and
reduce other amounts due under this  Agreement.  If the dispute is resolved by a
determination  that  Employee  did not have  Good  Reason,  this  Agreement,  in
accordance  with its  terms,  will  continue  to apply to the  circumstances  of
Employee's employment by Employer and any termination thereof.

            7.02  Applicable  Law and Venue.  This  Agreement  is  executed  and
intended  to be  performed  largely  in the State of Oregon and the laws of such
State shall govern its  interpretation  and effect. If suit is instituted by any
party  hereto or by any other party for any cause or matter  arising  from or in
connection with the respective  rights or obligations of the parties  hereunder,
the sole  jurisdiction  and venue for such action shall be the Circuit  Court of
the State of Oregon in and for the County of Multnomah.

            7.03 Integration.  Employee has executed an Employee Confidentiality
and  Noncompetition  Agreement (a copy of which is attached hereto as Exhibit A)
which  remains in effect and is  incorporated  into the terms and  conditions of
employment under this Agreement.  Except as set forth in the preceding sentence,
this Agreement  constitutes the entire  agreement of the parties with respect to
the subject  matter of this  Agreement  and  supersedes  and  replaces all prior
agreements,  negotiations,  or understandings,  whether oral or written, between
the parties with respect thereto.

            7.04 Heirs and Assigns.  Subject to any  restriction  on  assignment
contained  herein,  this Agreement  shall be binding upon and shall inure to the
benefit of the respective party's heirs,  successors and assigns.  Employer will
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of Employer, by agreement in form and substance satisfactory to Employee,
to expressly  assume and agree to perform this  Agreement in the same manner and
to the same  extent  that  Employer  would be  required to perform it if no such
succession had taken place. This Agreement shall not be terminated by Employer's
voluntary or involuntary  dissolution or by any merger or consolidation in which
Employer is not the  surviving or resulting  corporation,  or on any transfer of
all or  substantially  all of the assets of  Employer.  In the event of any such
merger,  consolidation  or transfer of assets,  the provisions of this Agreement
shall be binding on and inure to the benefit of the surviving business entity or
the business entity to which such assets shall be transferred.

            7.05  Severability.  Any  provision in this  Agreement  which is, by
competent judicial authority,  declared illegal, invalid or unenforceable in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  illegality,   invalidity  or  unenforceability  without  invalidating  the
remaining   provisions   hereof  or   affecting   the   legality,   validity  or
enforceability of such provision in any other  jurisdiction.  The parties hereto
agree  to  negotiate   in  good  faith  to  replace  any  illegal,   invalid  or
unenforceable provision that, to the extent possible, will preserve the economic
bargain of this Agreement, or otherwise to amend this Agreement.

            7.06  Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original,  and the counterparts  shall together
constitute one and the same agreement,  notwithstanding  that all of the parties
are not signatory to the original or the same counterpart.

                                      -10-
<PAGE>

            7.07 Captions.  The headings and captions herein are inserted solely
for the purpose of  convenience  of  reference  and are not  intended to govern,
limit, or aid in the construction of any term or provision hereof.

            7.08   Execution.   Each  of  the  parties  hereto  shall  execute,
acknowledge and deliver any instrument  necessary to carry out the provisions of
this Agreement.

            7.09 Construction. This Agreement has been prepared by legal counsel
for  Employer.   Employee  has  been  advised  and  by  his   execution   hereof
acknowledges,  that he has the right to and should have this Agreement  reviewed
by his own separate legal counsel.  This Agreement has been  negotiated at arms'
length  with  the  benefit  of  or   opportunity  to  seek  legal  counsel  and,
accordingly, shall not be construed against any of the parties.

            7.10   No   Disparagement   or   Breach   of   Confidentiality   and
Noncompetition.  In the event that Employee's  employment  terminates under this
Agreement  in  any  manner  whatsoever,   Employee  agrees  that,  except  under
compulsion  of legal  process,  he will make no oral or written  comments  about
Employer or its business for a period of one year  following  termination of his
employment.  In  the  event  that  Employee  breaches  this  provision  of  this
Agreement,   or  violates  the  terms  of  the  Employee   Confidentiality   and
Noncompetition  Agreement executed by him, then all severance  obligations which
Employer may then have under this Agreement shall immediately cease and Employee
shall be owed nothing under this Agreement  other than wages and benefits earned
through the date of the termination of his employment.

            IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement
effective as of the date first written above.

EMPLOYER:

Rentrak Corporation,
an Oregon corporation

By: /s/ Ron Berger
   ------------------------
   Ron Berger, President

I acknowledge that I have read and agree to the foregoing Agreement, including,
without limitation, the provision allowing termination of my employment "at
will" by Employer in Section 2.02.


/s/ Richard A. Nida
--------------------------
Richard A. Nida

                                      -11-

<PAGE>
ADDENDUM TO EMPLOYMENT AGREEMENT



THIS CHANGE IN CONTROL ADDENDUM TO EMPLOYMENT AGREEMENT ("Addendum"), dated June
8, 2000, is made by and between Rentrak Corporation,  an Oregon corporation (the
"Company"), and Richard A. Nida (the "Employee").

WHEREAS, the Company considers it essential to the best interests of the Company
to foster the continued employment of its management personnel; and

WHEREAS,  the Company  recognizes  that, as is the case with many  publicly-held
corporations,  the  possibility of a Change of Control (as defined below) exists
and that such possibility,  and the uncertainty and questions which it may raise
among  management,  may result in the  departure or  distraction  of  management
personnel to the detriment of the Company; and

WHEREAS,  the Board has  determined  that  appropriate  steps should be taken to
reinforce and encourage the continued attention and dedication of members of the
Company's management,  including the Executive, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a Change of Control;

WHEREAS, the Company and Employee executed an Employment Agreement  ("Employment
Agreement") on August 14, 1998;

NOW,  THEREFORE,  in  consideration  of the  promises  and the mutual  covenants
contained  herein,  the Company and the Employee  hereby amend their  Employment
Agreement as follows:

     1. Term.  Employee's  Employment  Agreement is hereby extended by two years
beginning on August 31, 2000, and ending on August 31, 2002 (the "End Date"), or
until  Employee's  employment  under  his  Employment  Agreement  is  terminated
pursuant to Section 2 of that Agreement.

     2. Severance.  If Employee  voluntarily  terminates his employment  without
"Good Reason" (as defined by Executive's  Employment  Agreement)  within two (2)
months following a Change of Control,  Employee shall be eligible to receive the
following  payment in proportion to Employee's years' of service to the Company.
Specifically, Employee shall be paid one week of Employee's base salary for each
full year that Employee has been employed with the Company. In no case, however,
shall  this  payment  amount to less than two (2)  months'  of  Employee's  base
salary. This payment shall be subject to all normal withholdings and deductions.
Employee  acknowledges  that voluntary  termination by the Employee without Good
Reason at any time  following a Change of Control,  shall not  constitute  "Good
Reason" as defined by Section(s) 2.05 of his/her Employment Agreement.  Employee
further  acknowledges  that such termination shall not entitle him to any rights
or benefits provided by Section 4.03 of his Employment Agreement.

     3. Change of Control.  For purposes of this Addendum, a "Change of Control"
shall be defined pursuant to Executive's Employment Agreement.

                                      -1-
<PAGE>


     4. Confidentiality, Proprietary, Trade Secret and Non-Competition. Employee
acknowledges  that this Change of Control Addendum is only a modification of the
Change of Control  provision of his  existing  Employment  Agreement  already in
effect and that it in no way alters Employee's obligations under any Agreements,
including,  but not limited to, the Employee  Confidentiality and Noncompetition
Agreement which remains in full force and effect.

IN WITNESS  WHEREOF,  the Company has caused this Addendum to be executed on its
behalf by its duly authorized officers, and Employee has set his hand, as of the
date first written above.

RICHARD A. NIDA                           RENTRAK CORPORATION


/s/ Richard A. Nida                       By: /s/F. Kim Cox
--------------------                      --------------------
Date:  6/6/00                             Title:  President

                                          Date:  6/15/00

                                      -2-