DESCRIPTION OF RENTRAK CORPORATION CAPITAL STOCK

General
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The authorized  capital stock of Rentrak  Corporation,  a corporation  organized
under the laws of the state of Oregon,  consists of 30,000,000  shares of common
stock, par value $.001 per share, and 10,000,000  shares of preferred stock, par
value $.001 per share,  300,000  shares of which have been  designated  Series A
Junior Participating Preferred Stock and reserved for issuance upon the exercise
of the rights  distributed  to the holders of Rentrak  Corporation  common stock
pursuant to the rights plan described  below under  "Description of Rights." All
of the outstanding  shares of the capital stock of Rentrak  Corporation are duly
authorized,  validly  issued,  fully paid,  and  nonassessable.

Rentrak Corporation Common Stock
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Subject  to the  rights  of  holders  of  any  outstanding  Rentrak  Corporation
preferred stock, the holders of outstanding shares of Rentrak Corporation common
stock are entitled to share ratably in dividends  declared out of assets legally
available  therefor at such time and in such amounts as the Rentrak  Corporation
Board of  Directors  may from time to time  lawfully  determine.  Each holder of
Rentrak  Corporation  common  stock is  entitled to one vote for each share held
and, except as otherwise provided by law or by the Rentrak  Corporation Board of
Directors with


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respect to any series of Rentrak  Corporation  preferred  stock,  the holders of
Rentrak  Corporation  common stock will  exclusively  possess all voting  power.
Holders of Rentrak Corporation common stock are not entitled to accumulate votes
for the  election of  directors.  The Rentrak  Corporation  common  stock is not
entitled to conversion or preemptive  rights and is not subject to redemption or
assessment.  Subject  to  the  rights  of  holders  of any  outstanding  Rentrak
Corporation  preferred stock,  upon liquidation,  dissolution,  or winding up of
Rentrak   Corporation,   any  assets  legally   available  for  distribution  to
stockholders  are to be  distributed  ratably  among the  holders of the Rentrak
Corporation common stock at that time outstanding.

Rentrak Corporation Preferred Stock
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The Rentrak  Corporation  Board of Directors  has the authority to issue Rentrak
Corporation  preferred stock in one or more series with such distinctive  serial
designations,  at such price or prices, and for such other  consideration as may
be fixed by the Rentrak  Corporation  Board of  Directors.  Rentrak  Corporation
preferred  stock of all series  shall be in all  respects  entitled  to the same
preferences,  rights,  and  privileges  and subject to the same  qualifications,
limitations,  and  restrictions;  provided,  however,  that different  series of
Rentrak  Corporation  preferred  stock may vary with  respect  to,  among  other
things,  dividend rates,  conversion rights,  voting rights,  redemption rights,
liquidation preferences,  and the number of shares constituting each such series
as shall be determined  and fixed by resolution  or  resolutions  of the Rentrak
Corporation  Board of  Directors  providing  for the  issuance  of such  series,
without any further vote or action by the  stockholders of Rentrak  Corporation.
All the shares of any one series will be alike in all  respects.  The ability of
the  Rentrak  Corporation  Board  of  Directors  to  issue  Rentrak  Corporation

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preferred  stock,  while  providing  flexibility  in  connection  with  possible
acquisitions  and other corporate  purposes,  could have the effect of making it
more  difficult for a third party to acquire,  or of  discouraging a third party
from  acquiring,   a  majority  of  the  outstanding  voting  stock  of  Rentrak
Corporation.

Description of Rights
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On May 18, 1995,  the Rentrak  Corporation  Board of Directors  adopted a Rights
Plan.  Pursuant  to the Rights  Plan,  Rentrak  Corporation  has  distributed  a
dividend  of  one  right  to  purchase   shares  of  capital  stock  of  Rentrak
Corporation,  under certain circumstances specified in the Rights Plan, for each
outstanding  share of  common  stock.  These  purchase  rights  are  hereinafter
referred to as the  "Rights."  The Rights  trade with the common  stock and will
detach and become  exercisable ten business days after either a person (together
with that person's affiliates or associates)  acquires  beneficial  ownership of
15% or more of the outstanding  shares of Rentrak  Corporation  common stock, or
announces a tender  offer the  completion  of which would  result in  beneficial
ownership by a person (together with such person's  affiliates or associates) of
15% or more of those shares. If the Rights detach and become exercisable, unless
subsequently redeemed,  each Right then would entitle its holder to purchase one
one-hundredth  of a share of the Series A Junior  Participating  Preferred Stock
for and exercise price of $40, subject to antidilution adjustment.

If  Rentrak  Corporation  were to be  involved  in a merger  or  other  business
combination  transaction  in  which  Rentrak  Corporation  is not the  surviving
corporation after the Rights


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become  exercisable,  each Right would  entitle its holder to purchase,  for the
Right's exercise price, a number of the acquiring or surviving  company's shares
of common stock having a market value equal to twice the exercise price.  If, in
a transaction  not approved by the Rentrak  Corporation  Board of  Directors,  a
person  (together with such person's  affiliates or associates)  acquires 15% or
more of the outstanding  shares of Rentrak  Corporation  common stock or Rentrak
Corporation  is  the  surviving  corporation  in  a  merger  or  other  business
combination with such a person,  each Right would entitle its holder (other than
the acquiring  person and its  affiliates  and  associates,  all of whose Rights
become automatically void) to purchase, for the Right's exercise price, a number
of shares of Rentrak  Corporation  common  stock  having a market value equal to
twice  the  exercise  price.  At any time  after a person  (together  with  such
person's affiliates or associates) acquires at least 15%, but not more than 50%,
of the  outstanding  shares of Rentrak  Corporation  common  stock,  the Rentrak
Corporation  Board of Directors  can elect to exchange  that number of shares of
common stock  having an  aggregate  value equal to the spread (the excess of the
value of the common stock  issuable  upon  exercise of a Right over the exercise
price) for each Right (other than Rights held by such  acquiring  person and its
affiliates and associates).

Rentrak  Corporation would be entitled to redeem the Rights at $.01 per Right at
any time until ten business days following a public  announcement  that a person
(together with such person's  affiliates or associates) has acquired  beneficial
ownership of 15% or more of the outstanding shares of common stock. Following an
announcement  confirming Rentrak  Corporation's intent to redeem the Rights, the
entitlement  to  exercise  the Rights will  terminate  and the only right of the
holders of Rights (other than the acquiring person,  whose Rights shall be void)
will be to receive the redemption price.

Prior to the date upon which the Rights detach, the terms of the Rights Plan may
be amended by the Rentrak  Corporation Board of Directors without the consent of
the holders of the Rights. The Rights expire on May 18, 2005, unless


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earlier redeemed or exchanged by Rentrak  Corporation or terminated.


The Rights Plan may deter takeover bids for Rentrak  Corporation.  To the extent
an acquirer  would be  discouraged  by the Rights Plan from  acquiring an equity
position in Rentrak  Corporation,  stockholders may be deprived from receiving a
premium for their  shares.  The  issuance of  additional  shares of common stock
prior to the time the Rights become  exercisable  would result in an increase in
the  number  of  Rights  outstanding.

Each  share of  Series A  Junior  Participating  Preferred  Stock  would  have a
quarterly dividend rate per share equal to 100 times the per share amount of any
dividend  (other  than a  dividend  payable  in  shares  of  common  stock  or a
subdivision  of the common  stock) (but not less than $1.00 per share)  declared
from time to time on the  common  stock,  subject to  certain  adjustments.  The
holders of Series A Junior  Participating  Preferred  Stock would be entitled to
receive a  preferred  liquidation  payment  per share of $100 (plus  accrued and
unpaid dividends) or, if greater, an amount equal to 100 times the payment to be
made per share of common stock. Generally,  the holder of each share of Series A
Junior  Participating  Preferred Stock would vote together with the common stock
(and any other series of preferred stock entitled to vote on such matter) on any
matter as to which the common stock is entitled to vote,  including the election
of  directors.  The  holder  of each  share of  Series  A  Junior  Participating
Preferred  Stock  would be  entitled  to 100 votes.  In the event of any merger,
consolidation, combination, or other transaction in which shares of common stock
are  exchanged  for or changed  into other  stock or  securities,  cash,  and/or
property,  the holder of each share of Series A Junior  Participating  Preferred
Stock  would be entitled  to receive  100 times the  aggregate  amount of stock,
securities, cash, and/or property into which or for


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which  each  share of  common  stock is  changed  or  exchanged.  The  foregoing
dividend,  voting, and liquidation  rights of the Series A Junior  Participating
Preferred Stock would be protected against dilution in the event that additional
shares of common stock are issued  pursuant to a stock split or stock  dividend.
Because  of the nature of the Series A Junior  Participating  Preferred  Stock's
dividend,  voting,  liquidation,   and  other  rights,  the  value  of  the  one
one-hundredth  of a share  of  Series  A Junior  Participating  Preferred  Stock
purchasable with each Right is intended to approximate the value of one share of
common stock.

Statutory Business Combination Provision
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Rentrak Corporation is subject to Section 60.835 of the Oregon Revised Statutes,
which  generally  prohibits an Oregon  corporation  from engaging in a "business
combination"


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with an "interested stockholder" for a period of three years after the time that
the person became an interested  stockholder,  unless (i) prior to such time the
Board of Directors of the corporation  approved either the business  combination
or the  transaction in which the person became an interested  stockholder,  (ii)
upon  consummation of the transaction that resulted in the stockholder  becoming
an interested  stockholder,  the interested stockholder owns at least 85% of the
voting  stock  of the  corporation  outstanding  at  the  time  the  transaction
commenced,  excluding  shares  owned by directors  who are also  officers of the
corporation and by certain  employee stock plans, or (iii) at or after such time
the  business  combination  is  approved  by  the  Board  of  Directors  of  the
corporation and by the  affirmative  vote of at least 66 2/3% of the outstanding
voting stock of the corporation that is not owned by the interested stockholder.
A "business  combination"  generally includes mergers,  asset sales, and similar
transactions between the corporation and the interested  stockholder,  and other
transactions resulting in a financial benefit to the stockholder. An "interested
stockholder" is a person who owns 15% or more of the corporation's  voting stock
or who is an affiliate or associate of the corporation and, together with his or
her affiliates and associates, has owned 15% or more of the corporation's voting
stock within the three year period  immediately prior to the date on which it is
sought to be determined whether such person is an interested stockholder.

Other Matters
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The bylaws of Rentrak  Corporation contain provisions (i) requiring that advance
notice be  delivered to Rentrak  Corporation  of any business to be brought by a
stockholder before any meeting of stockholders and (ii) establishing  procedures
to be followed by stockholders  in nominating  persons for election to the Board
of Directors.  Generally,  such advance notice  provisions  provide that written
notice must be given to the Secretary of Rentrak  Corporation  by a stockholder,
with respect to director nominations or stockholder proposals,  not less than 60
nor more than 90 days prior to the first  anniversary  of the  preceding  year's
annual meeting (except that if the date of the annual meeting is changed by more
than 30 days from such anniversary  date, then notice by the stockholder,  to be
timely,  must be received within 10 days of the date on which notice of the date
of the meeting was mailed or public  disclosure of the date was made,  whichever
first occurs).

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Such notice must set forth specific  information  regarding such stockholder and
such business or director nominee, as described in the bylaws.

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