EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement is entered into effective January 1, 2007, between CATHY HETZEL ("Executive") and RENTRAK CORPORATION , an Oregon corporation ("Corporation").

1.1          Employment Position . Corporation agrees to employ Executive as Senior Vice President of Corporation's VOD Essentials Division ("VOD"), and Executive accepts such employment, under the terms and conditions of this Agreement. Executive also agrees to serve, if elected, without separate compensation, as an officer and/or director of any subsidiary or affiliate of Corporation. Corporation represents to Executive that it currently has and will maintain directors and officers liability insurance.

1.2.1       General . The term of this Agreement (the "Term") will commence on March 1, 2007, and, subject to the other provisions of this Section 1.2, will expire December 31, 2007.

1.2.2       Renewal Term or Terms . The term of this Agreement will automatically extend into one or more "Renewal Terms" of an additional one-year period that will expire on December 31, 2008 (or December 31 of any such subsequent Renewal Term), unless Corporation, not later than October 31, 2007 (or October 31 of any subsequent Renewal Term), gives written notice (a "Notice of Non-Renewal") to Executive that the Term will not extend into a Renewal Term. Corporation may give a Notice of Non-Renewal for any reason or for no reason. Failure to extend the Term into a Renewal Term will not constitute a termination of Executive's employment effective as of the end of the Term or any applicable Renewal Term for purposes of this Agreement. References to the "Term" of this Agreement include the initial Term and, if the Agreement extends into one or more Renewal Terms pursuant to this Section, the Renewal Term or Terms.

1.2.3       Extension of Term Upon Change in Control . Notwithstanding the foregoing, in the event of a Change in Control of Corporation, as defined in Section 8.1 of this Agreement, during the Term (or any Renewal Term) of this Agreement, the Term will automatically be extended to December 31 of the second calendar year following the calendar year in which the Change in Control occurs.

1.2.4       At-Will Employment . The parties acknowledge that Executive is and will be an at-will employee of Corporation and nothing in this Agreement will limit the right of Corporation or Executive to terminate this Agreement at any time for any reason or for no reason, subject to the provisions of this Agreement describing the compensation payable, if any, in connection with such a termination of employment.

1.2.5       Compensation Upon Termination Following Term Of Agreement . Notwithstanding termination of this Agreement, the provisions of Section 7 will continue to apply.

1.3          Duties . During the Term, Executive will serve in an executive capacity as Senior Vice President, VOD Essentials. Executive will report to Kenneth Papagan, Corporation's Executive Vice President, or his successor. Executive will be responsible for managing Corporation's VOD Essentials product line and such other or different duties on behalf of Corporation as may be assigned from time to time by Corporation's President, Chief Executive Officer, Executive Vice President, or Board of Directors (the "Board").

1.4          Outside Activities . During her employment under this Agreement, Executive will devote her full business time, energies, and attention to the business and affairs of Corporation, and to the promotion and advancement of its interests. Executive will perform her services faithfully, competently, and to the best of her abilities and will not engage in professional or personal business activities that may require an appreciable portion of Executive's time or effort to the detriment of Corporation's business.

1.5          Application of Corporate Policies . Executive will, except as otherwise provided in this Agreement, be subject to Corporation's rules, practices, and policies applicable generally to Corporation's senior executive employees, as such rules, practices, and policies may be revised from time to time by the Board.

2.1          Base Salary . As compensation for services under this Agreement, Corporation will pay to Executive an annual base salary of $255,000 per year, payable in a manner consistent with Corporation's payroll practices for management employees, as such practices may be revised from time to time. Executive's annual base salary will be reviewed by Corporation's Chief Executive Officer and Compensation Committee (the "Committee") on or before April 1 of each year during the Term (commencing in 2007), unless Executive's employment has been terminated earlier pursuant to this Agreement, to determine if such annual base salary should be increased (but not decreased) for the following fiscal year in recognition of services to Corporation.

2.2.1       Definitions . For purposes of this Section 2.2, the following terms have this meanings set forth below:

"Bonus Income" means, for any Fiscal Year, the excess of the Net Income for the VOD Division for the Fiscal Year over the Threshold Income for the Fiscal Year.

"Fiscal 2007" means the fiscal year that began April 1, 2006, and ends March 31, 2007.

"Fiscal 2008" means the fiscal year beginning April 1, 2007, and ending March 31, 2008.

"Net Income" means, for each Fiscal Year, the net income before income taxes for the VOD Division as determined for financial accounting purposes in accordance with Corporation's standard accounting policies and principles, consistently applied.

"Parameters" mean, for each Fiscal Year, the VOD business unit "Report Card" parameters and the "Personal Expectation" performance parameters established by Corporation's CEO, with the approval of the Compensation Committee for Executive for a Fiscal Year. Executive's VOD business unit Report Card parameters and Personal Expectation performance parameters for Fiscal 2007 were previously designated by Corporation's CEO, with the approval of the Compensation Committee, and communicated to Executive. For Fiscal 2008 and any subsequent Fiscal Year beginning in a Renewal Term, Corporation's CEO, with the approval of the Compensation Committee will designate Executive's VOD business unit Report Card parameters and Personal Expectation performance parameters no later than May 31, 2007 (or May 31 of that Fiscal Year).

"Parameter Achievement Factors" mean, for each Fiscal Year, the factors, expressed as percentages, determined by Corporation's CEO, with the approval of the Compensation Committee after the end of the Fiscal Year to reflect the extent to which the VOD Division Report Card Parameters and Executive's Personal Expectation Parameters for the Fiscal Year have been accomplished.

"Participation Percentage" means, for a Fiscal Year, a percentage specified by Corporation's CEO, with the approval of the Compensation Committee to determine Executive's Division Performance Improvement Incentive Plan bonus. For Fiscal 2007, Executive's Participation Percentage is _______ %. For Fiscal 2008 and any subsequent Fiscal Year beginning in a Renewal Term, Corporation's CEO, with the approval of the Compensation Committee will specify Executive's Participation Percentage no later than May 31, 2007 (or May 31 of that Fiscal Year).

"Performance Achievement Factor" means a factor, expressed as a percentage, rounded to the nearest whole percent, based on the arithmetic average of the Parameter Achievement Factors for a Fiscal Year; provided however that (a) if the average of the Parameter Achievement Factors is less than 75%, the Performance Achievement Factor will be zero, and (b) the Performance Achievement Factor may not exceed 100% unless expressly approved by Corporation's CEO, with the approval of the Compensation Committee.

"Threshold Income" means the level of Net Income for the VOD Division for a Fiscal Year as designated by Corporation's CEO, with the approval

of the Compensation Committee. For Fiscal 2007, the Threshold Income is the amount approved by the Compensation Committee concurrently with approval of this Agreement. For Fiscal 2008 and any subsequent Fiscal Year beginning in a Renewal Term, the Compensation Committee will designate the Threshold Income no later than May 31, 2007 (or May 31 of that Fiscal Year).

2.2.2       Determination of Parameter Achievement Factors . As soon as practicable after March 31, 2007 (or March 31 of any Fiscal Year beginning in a Renewal Term), Corporation's CEO, with the approval of the Compensation Committee will evaluate the extent to which the VOD Division and Executive have met the Report Card and Personal Expectation parameters and determine the Parameter Achievement Factors for Fiscal 2007 (or such Fiscal Year).

(a)           Fiscal 2007 . Provided Executive remains an employee of Corporation through at least March 31, 2007, Corporation will pay Executive a bonus under the VOD Division Performance Improvement Incentive Plan equal to the product of (a) the Bonus Income for Fiscal 2007, (b) Executive's Performance Achievement Factor for Fiscal 2007, and (c) Executive's Participation Percentage for Fiscal 2007. Such bonus, if any, will be paid to Executive by June 1, 2007.

(b)           Fiscal 2008 and Subsequent Fiscal Years Beginning in a Renewal Term . Provided Executive remains an employee of Corporation through at least March 31, 2008 (or March 31 of any subsequent Fiscal Year that begins during a Renewal Year), Corporation will pay Executive a bonus under the VOD Division Performance Improvement Incentive Plan equal to the product of (a) the Bonus Income for Fiscal 2008 (or such subsequent Fiscal Year), (b) Executive's Performance Achievement Factor for Fiscal 2007 (or such subsequent Fiscal Year), and (c) Executive's Participation Percentage for Fiscal 2007 (or such subsequent Fiscal Year). Such bonus, if any, will be paid to Executive by June 1, 2008 (or June 1 of such subsequent Fiscal Year).

2.3          Equity-Based or Other Long-Term Incentive Compensation . Executive will participate, together with Corporation's other senior executives, in Corporation's 2005 Stock Incentive Plan (the "Plan"). Executive will be granted options to purchase shares of Corporation's common stock and/or other equity-based awards under the Plan, or under another long-term incentive compensation plan that may be developed by Corporation for its senior executives, at the times and in the amounts determined by the Committee. All awards will be subject to the provisions of the Plan or such other long-term plan.

2.4          Additional Employee Benefits . Executive will receive an annual grant of 208 hours of credit (or such higher number of hours as are credited to Corporation's other senior executives) under Corporation's Personal Time Off (PTO) program. Personal time off and vacation may be taken in accordance with Corporation's rules, practices, and policies applicable to Corporation's senior executive employees, as such rules, practices, and policies may be revised from time to time by the Board or the Committee. During the Term, Executive will be entitled to any other employee benefits approved by the Board or the Committee, or available to

officers and other management employees generally, including any life and medical insurance plans, 401(k) and other similar plans, and health and welfare plans, each whether now existing or hereafter approved by the Board or the Committee ("Benefit Plans"). The foregoing will not be construed to require Corporation to establish any such plans or to prevent Corporation from modifying or terminating any such Benefit Plans.

2.5          Expenses . Subject to review and approval by the chairman of Corporation's audit committee, Corporation will reimburse Executive for reasonable expenses actually incurred by Executive in connection with the business of Corporation. Executive will submit to Corporation such substantiation for such expenses as may be reasonably required by Corporation.

3.1          Definition . "Confidential Information" is all nonpublic information relating to Corporation or its business that is disclosed to Executive, that Executive produces, or that Executive otherwise obtains during employment. Confidential Information also includes information received from third parties that Corporation has agreed to treat as confidential. Examples of Confidential Information include, without limitation, marketing plans, customer lists or other customer information, product design and manufacturing information, and financial information. Confidential Information does not include any information that (i) is within the public domain other than as a result of disclosure by Executive in violation of this Agreement, (ii) was, on or before the date of disclosure to Executive, already known by Executive, or (iii) Executive is required to disclose in any governmental, administrative, judicial, or quasi-judicial proceeding, but only to the extent that Executive is so required to disclose and provided that Executive takes reasonable steps to request confidential treatment of such information in such proceeding.

3.2          Access to Information . Executive acknowledges that in the course of her employment she has had and will have access to Confidential Information, that such information is a valuable asset of Corporation, and that its disclosure or unauthorized use will cause Corporation substantial harm.

3.3          Ownership . Executive acknowledges that all Confidential Information will continue to be the exclusive property of Corporation (or the third party that disclosed it to Corporation), whether or not prepared in whole or in part by Executive and whether or not disclosed to Executive or entrusted to her custody in connection with her employment by Corporation.

3.4          Nondisclosure and Nonuse . Unless authorized or instructed in advance in writing by Corporation, or required by law (as determined by licensed legal counsel), Executive will not, except as required in the course of Corporation's business, during or after her employment, disclose to others or use any Confidential Information, unless and until, and then only to the extent that, such items become available to the public through no fault of Executive.

3.5          Return of Confidential Information . Upon request by Corporation during or after her employment, and without request upon termination of employment pursuant to this Agreement, Executive will deliver immediately to Corporation all written, stored, saved, or

otherwise tangible materials containing Confidential Information without retaining any excerpts or copies.

3.6          Duration . The obligations set forth in this Section 3 will continue beyond the term of employment of Executive by Corporation and for so long as Executive possesses Confidential Information.

4.1          Competitive Entity . For purposes of this Agreement, a Competitive Entity is any firm, corporation, partnership, limited liability company, business trust, or other entity that is engaged in all or any of the following business activities:

(a)          The wholesale and/or revenue sharing physical or electronic distribution of home entertainment software in any media, including without limitation video cassettes, DVDs, video games, and PC software ("Entertainment Software");

(b)         The fulfillment, warehouse, or distributing business in connection with the Entertainment Software industry;

(c)          The collection, aggregation, tracking, and dissemination of market information and data (such as sales, marketing, inventory, occurrence, expenditure, and advertising data) related to consumer activity in the entertainment industry; or

(d)         The delivery of technological intelligence, industry analysis, and strategic and tactical guidance with respect to consumer activity in the entertainment industry.

4.2          Covenant . During the Term of and for a period ending on the last day of the applicable Noncompete Period described in Section 5.7, Executive will not, within any geographical area where Corporation engages in business:

(a)          Directly or indirectly, alone or with any individual, partnership, limited liability company, corporation, or other entity, become associated with, render services to, invest in, represent, advise, or otherwise participate in any Competitive Entity; provided, however, that nothing contained in this Section 4.2 will prevent Executive from owning less than 5 percent of any class of equity or debt securities listed on a national securities exchange or market, provided such involvement is solely as a passive investor;

(b)          Solicit any business on behalf of a Competitive Entity from any individual, firm, partnership, corporation, or other entity that is a customer of Corporation during the 12 months immediately preceding the date Executive's employment with Corporation is terminated; or

(c)          Employ or otherwise engage, or offer to employ for Executive or any other person, entity, or corporation, the services or employment of any person who has been an employee, sales representative, or agent of Corporation during the 12 months preceding the date Executive's employment with Corporation is terminated.

For purposes of this Section 4, "Corporation" means Corporation and its subsidiaries (whether now existing or subsequently created) and their successors and assigns.

4.3          Severability; Reform of Covenant . If, in any judicial proceeding, a court refuses to enforce this covenant not to compete because it covers too extensive a geographic area or is too long in its duration, the parties intend that it be reformed and enforced to the maximum extent permitted under applicable law.

Executive's employment under this Agreement may terminate as follows:

5.1          Death . Executive's employment will terminate automatically upon the date of Executive's death.

5.2          Disability . Corporation may, at its option, terminate Executive's employment under this Agreement upon written notice to Executive if Executive, because of physical or mental incapacity or disability, fails to perform the essential functions of her position, with reasonable accommodation, required of her under this Agreement for a continuous period of 120 days or any 180 days within any 12-month period.

5.3          Termination by Corporation for Cause . Corporation may terminate Executive's employment under this Agreement for Cause at any time. For purposes of this Agreement, "Cause" means: (a) E