AMENDMENT TO
RENTRAK CORPORATION
1986 SECOND AMENDED AND RESTATED
STOCK OPTION PLAN
Rentrak Corporation, an Oregon corporation (the "Company"),
hereby amends the Rentrak Corporation 1986 Amended and Restated
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 Employees 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.
