AMENDMENT TO
RENTRAK CORPORATION
AMENDED AND RESTATED
DIRECTORS STOCK OPTION PLAN
Rentrak Corporation, an Oregon corporation (the "Company"),
hereby amends the Rentrak Corporation Amended and Restated
Directors Stock Option Plan (the "Plan"). The Company wishes to
make funds available to optionees under the Plan for the purpose
of exercising options granted thereunder. Accordingly, the
following sentence is added to the end of Section 7 of the Plan.
"The Committee may, in its discretion, extend
one or more loans to Directors in connection
with the exercise or receipt of an Option
under this Plan. The terms and conditions of
any such loan shall be set by the Committee."
This amendment was approved by the Board of Directors of the
Company by resolution adopted on May 19, 2000.
