SUPPLEMENT TO CARE AGREEMENT
This Supplement to CARE Agreement is entered into as of September
22, 2000, and supplements the Agreement Among Rentrak Shareholders dated as of
May 24, 2000 (the "CARE Agreement"), among the shareholders (the "Shareholders")
named on Attachment A hereto.
Because the Shareholders have accomplished their objective to
replace the incumbent directors of Rentrak Corporation and related matters set
forth in the CARE Agreement, the Shareholders now hereby agree as follows:
1. An amended Schedule 13D will be filed with the Securities and
Exchange Commission to report the termination of the CARE Agreement and the
termination of "group" status within the meaning of Section 13(d) of the
Securities Exchange Act of 1934 and the rules promulgated thereunder.
2. Effective as of the date first set forth above, the CARE
Agreement will be terminated and the Shareholders will have no further
obligations thereunder, except that Paul Rosenbaum is hereby authorized and
directed on behalf of the Shareholders to arrange for the filing of the amended
Schedule 13D described above promptly after the execution of this Supplement to
the CARE Agreement.
3. The Power of Attorney signed by each Shareholder pursuant to
the CARE Agreement will remain in effect as necessary or desirable to carry out
the intent and purposes of this Supplement to CARE Agreement.
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Paul A. Rosenbaum has duly executed this Supplement to CARE
Agreement on his own behalf and on behalf of each other Shareholder pursuant to
an effective Power of Attorney as of September 22, 2000.
/s/ Paul A. Rosenbaum
Paul A. Rosenbaum, in his capacity as a
Shareholder and as attorney-in-fact for:
Michael J. Annechino
Mark A. Brown
Thomas S. Cousins, Jr.
Gordon A. Reck
Donald W. Remlinger
David R. Rosencrantz
Guy R. Wolcott
Frederick L. Zehnder
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ATTACHMENT A
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Michael J. Annechino
Mark A. Brown
Thomas S. Cousins, Jr.
Gordon A. Reck
Donald W. Remlinger
Paul A. Rosenbaum
David R. Rosencrantz
Guy R. Wolcott
Frederick L. Zehnder
