RENTRAK CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>rcex10-1.txt
<TEXT>
WELLS FARGO BANK
REVOLVING LINE OF CREDIT NOTE

$4,500,000.OO                                                   Portland, Oregon
                                                                   June 15, 2002


FOR VALUE RECEIVED, the undersigned Rentrak Corporation ("Borrower") promises to
pay to the order of WELLS FARGO BANK NATIONAL ASSOCIATION ("Bank") at its office
at Portland  RCBO,  1300 SW Fifth Avenue T-13,  Portland,  OR 97201,  or at such
other place as the holder  hereof may  designate,  in lawful money of the United
State of America  and in  immediately  available  funds,  the  principal  sum of
$4,500,000.00,  or so much thereof as may be advanced and be  outstanding,  with
interest  thereon,  to be  computed  on  each  advance  from  the  date  of  its
disbursement as set forth herein.

DEFINITIONS:

As used herein, the following terms shall have the meaning set forth after each,
and any other term  defined in this Note shall have the meaning set forth at the
place defined:

a.  "Business  Day" means any day except a Saturday,  Sunday or any other day on
which commercial banks in Oregon are authorized or required by law to close.

b. "Fixed Rate Term" means a period  commencing on a Business Day and continuing
for 1, 2 or 3 months,  as designated by Borrower,  during which all or a portion
of the outstanding  principal balance of this Note bears interest  determined in
relation to LIBOR; provided however, that no Fixed Rate Term may be selected for
a principal amount less than $100,000.00;  and provided  further,  that no Fixed
Rate Term shall extend beyond the scheduled  maturity date hereof. If any Fixed
Rate Term would end on a day which is not a Business  Day,  then such Fixed Rate
Term shall be extended to the next succeeding Business Day.

c. "LIBOR"  means the rate per annum  (rounded  upward,  if  necessary,  to the
nearest whole 1/8 of 1%) determined by dividing Base LIBOR by a percentage equal
to 100% less any LIBOR Reserve Percentage.

     (i) "Base LIBOR" means the rate per annum for Unites States dollar deposits
quoted by Bank as the  Inter-Bank  Market Offered Rate,  with the  understanding
that such rate is quoted by Bank for the purpose of calculating  effective rates
of interest for loans making reference thereto, on the first day of a Fixed Rate
Term for delivery of funds on said date for a period of time approximately equal
to the  number of days in such  Fixed  Rate Term and in an amount  approximately
equal to the principal  amount to which such Fixed Rate Term  applies.  Borrower
understands and agrees that Bank may base its quotation of the Inter-Bank Market
Offered  Rate upon such  offers or other  market  indicators  of the  Inter-Bank
Market as Bank in its discretion deems  appropriate  including,  but not limited
to, the rate  offered for US dollar  deposits on the London  Inter-Bank  Market.

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     (ii) "LIBOR Reserve Percentage" means the reserve percentage  prescribed by
the Board of  Governors of the Federal  Reserve  System (or any  successor)  for
"Eurocurrency  Liabilities"  (as defined in Regulation D of the Federal  Reserve
Board,  as  amended),  adjusted  by Bank for  expected  changes in such  reserve
percentage during the applicable Fixed Rate Term.

d. "Prime Rate" means at any time the rate of interest most  recently  announced
within Bank at its principal  office as its Prime Rate,  with the  understanding
that the Prime  Rate is one of Bank's  base  rates and  serves as the basis upon
which  effective  rates of  interest  are  calculated  for  those  loans  making
reference  thereto,  and  is  evidenced  by  the  recording  thereof  after  its
announcement in such internal publication or publications as Bank may designate.

INTEREST:

a.  Interest. The outstanding principal balance of this Note shall bear interest
(computed on the basis of a 360-day year,  actual days elapsed)  either (i) at a
fluctuating  rate per annum equal to the Prime Rate in effect from time to time,
or (ii) at a fixed rate per annum  determined by Bank to be 2.00000% above LIBOR
in effect on the first day of the applicable  Fixed Rate Term.  When interest is
determined  in relation  to the Prime Rate,  each change in the rate of interest
hereunder shall become effective on the date each Prime Rate change is announced
within Bank.  With respect to each LIBOR selection  option  selected  hereunder,
Bank is hereby authorized to note the date, principal amount,  interest rate and
Fixed Rate Term applicable thereto and any payments made thereon on Bank's books
and records  (either  manually or by  electronic  entry)  and/or on any schedule
attached to this Note,  which  notations  shall be prima  facie  evidence of the
accuracy of the information noted.

b.  Selection  of Interest  Rate  Options.  At any time any portion of this Note
bears interest  determined in relation to LIBOR, it may be continued by Borrower
at the end of the Fixed  Rate Term  applicable  thereto so that all or a portion
thereof bears interest  determined in relation to the Prime Rate or to LIBOR for
a new Fixed Rate Term  designated  by Borrower.  At any time any portion of this
Note bears  interest  determined  in relation to the Prime  Rate,  Borrower  may
convert all or a portion thereof so that so that it bears interest determined in
relation to LIBOR for a Fixed Rate Term designated by Borrower.  At such time as
Borrower  requests an advance  hereunder  or wishes to select a LIBOR option for
all or a portion of the outstanding  principal balance hereof, and at the end of
each Fixed Rate  Term,  Borrower  shall  give Bank  notice  specifying:  (i) the
interest rate option  selected by Borrower;  (ii) the principal  amount  subject
thereto; and (iii) for each LIBOR selection,  the length of the applicable Fixed
Rate Term.  Any such notice may be given by telephone (or such other  electronic
method as Bank may permit) so long as, with respect to each LIBOR selection, (A)
if requested by Bank, Borrower provides to Bank written  confirmation  therefore
not later than three (3) Business Days after such notice is given,  and (B) such
notice is given to Bank  prior to 10:00 am pm the  first  day of the Fixed  Rate
Term, or at a later time during any Business Day if Bank, at its sole option but
without  obligation to do so, accepts  Borrower's notice and quotes a fixed rate
to Borrower. If

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Borrower  does not  immediately  accept a fixed  rate when  quoted by Bank,  the
quoted rate shall expire and any subsequent LIBOR request from Borrower shall be
subject  to a  redetermination  by  Bank of the  applicable  fixed  rate.  If no
specific  designation  of interest is made at the time any advance is  requested
hereunder or at the end of any Fixed Rate Term, Borrower shall be deemed to have
made a Prime Rate interest selection for such advance or the principal amount to
which such Fixed Rate Term applied.

c. Taxes and  Regulatory  Costs.  Borrower  shall pay to Bank  immediately  upon
demand, in addition to any other amounts due or to become due hereunder, any and
all (i) withholdings,  interest  equalization  taxes, stamp taxes or other taxes
(except  income  and  franchise  taxes)  imposed  by  any  domestic  or  foreign
governmental  authority  and  related in any manner to LIBOR,  and (ii)  future,
supplemental,  emergency  or other  changes  in the  LIBOR  Reserve  Percentage,
assessment  rates  imposed by the  Federal  Deposit  Insurance  Corporation,  or
similar  requirements  or costs imposed by any domestic or foreign  governmental
authority or  resulting  from  compliance  by Bank with any request or directive
(whether  or not  having  the  force  of law)  from  any  central  bank or other
governmental authority and related in any manner to LIBOR to the extent they are
not included in the calculation of LIBOR. In determining  which of the foregoing
are  attributable  to any LIBOR  option  available  to Borrower  hereunder,  any
reasonable  allocation made by Bank among its operations shall be conclusive and
binding upon Borrower.

d.  Payment of Interest.  Interest  accrued on this Note shall be payable on the
1st day of each month, commencing July 1, 2002.

e.  Default  Interest.  From and after the maturity  date of this Note,  or such
earlier  date as all  principal  owing  hereunder  becomes  due and  payable  by
acceleration or otherwise,  the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360 day  year,  actual  days  elapsed)  equal to 4% above the rate of
interest from time to time applicable to this Note.

BORROWING AND REPAYMENT:

a.  Borrowing and  Repayment.  Borrower may from time to time during the term of
this Note  borrow,  partially or wholly repay its  outstanding  borrowings,  and
reborrow,  subject to all of the limitations,  terms and conditions of this Note
and of the Credit Agreement  between  Borrower and Bank defined below;  provided
however, that the total outstanding  borrowings under this Note shall not at any
time exceed the principal amount stated above.  The unpaid principal  balance of
this obligation at any time shall be the total amounts advanced hereunder by the
holder  hereof less the amount of principal  payments  made hereon by or for any
Borrower,  which balance may be endorsed hereon from time to time by the holder.
The outstanding  principal balance of this Note shall be due and payable in full
on July 1, 2003.

b.  Advances.  Advances  hereunder,  to the total  amount of the  principal  sum
available hereunder, may be made by the holder at the oral or written request of
(i) Paul Rosenbaum or F. Kim Cox or Mark Thoenes,  any one acting alone, who are
authorized to

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request advances and direct the disposition of any advances until written notice
of the  revocation  of such  authority  is  received by the holder at the office
designated above, or (ii) any person,  with respect to advances deposited to the
credit  of any  deposit  account  of  any  Borrower,  which  advances,  when  so
deposited,  shall  be  conclusively  presumed  to have  been  made to or for the
benefit of each  Borrower  regardless  of the fact that persons other than those
authorized to request  advances may have authority to draw against such account.
The holder shall have no obligation to determine  whether any person  requesting
an advance is or has been authorized by any Borrower.

c.  Application  of  Payments.  Each payment made on this Note shall be credited
first, to any interest then due and second, to the outstanding principal balance
hereof.  All  payments  credited to  principal  shall be applied  first,  to the
outstanding  principal  balance of this Note which bears interest  determined in
relation to the Prime Rate,  if any, and second,  to the  outstanding  principal
balance of this Note which bears interest  determined in relation to LIBOR, with
such payments applied to the oldest Fixed Rate Term first.

PREPAYMENT:

a. Prime Rate.  Borrower may prepay  principal on any portion of this Note which
bears  interest  determined  in relation  to the Prime Rate at any time,  in any
amount and without penalty.

b. LIBOR.  Borrower may prepay principal on any portion of this Note which bears
interest  determined in relation to LIBOR at any time and in the minimum  amount
of $100,000.00;  provided however,  that if the outstanding principal balance of
such  portion  of this Note is less than said  amount,  the  minimum  prepayment
amount  shall  be  the  entire   outstanding   principal  balance  thereof.   In
consideration  of Bank providing this prepayment  option to Borrower,  or if any
such  portion of this Note shall become due and payable at any time prior to the
last day of the Fixed Rate Term applicable thereto by acceleration or otherwise,
Borrower shall pay to Bank immediately upon demand a fee which is the sum of the
discounted  monthly  differences  for each  month  from the month of  prepayment
through the month in which such Fixed Rate Term  matures,  calculated as follows
for each such month:

     (i) Determine the amount of interest which would have accrued each month on
the  amount  prepaid  at the  interest  rate  applicable  to such  amount had it
remained  outstanding  until  the last day of the  Fixed  Rate  Term  applicable
thereto.

     (ii)Subtract from the amount determined in (i) above the amount of interest
which  would  have  accrued  for the same month on the  amount  prepaid  for the
remaining  term of such  Fixed  Rate  Term at  LIBOR  in  effect  on the date of
prepayment  for new loans made for such term and in a principal  amount equal to
the amount prepaid.

     (iii) If the result  obtained  in (ii) for any month is greater  than zero,
discount that difference by LIBOR used in (ii) above.

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Each  Borrower  acknowledges  that  prepayment of such amount may result in Bank
incurring  additional  costs,  expenses  and/or  liabilities,  and  that  it  is
difficult  to  ascertain  the  full  extent  of  such  costs,   expenses  and/or
liabilities.  Each  Borrower,  therefore,  agrees  to  pay  the  above-described
prepayment fee and agrees that said amount  represents a reasonable  estimate of
the prepayment costs,  expenses and/or liabilities of Bank. If Borrower fails to
pay any  prepayment  fee when  due,  the  amount  of such  prepayment  fee shall
thereafter  bear interest until paid at a rate per annum 2.000% above Prime Rate
in effect from time to time  (computed  on the basis of a 360-day  year,  actual
days  elapsed).  Each  change  in the  rate of  interest  on any  such  past due
prepayment  fee shall  become  effective  on the date each Prime Rate  change is
announced within Bank.

EVENTS OF DEFAULT:

     This note is made pursuant to and is subject to the terms and conditions of
that certain  Credit  Agreement  between  Borrower and Bank dated as of June 15,
2002, as amended from time to time (the "Credit Agreement").  Any default in the
payment or performance  of any obligation  under this Note, or any defined event
of default under the Credit  Agreement,  shall  constitute an "Event of Default"
under this Note.

MISCELLANEOUS

a. Remedies. Upon the  occurrence of any Event of Default,  the holder of this
Note,  at the holder's  option,  may declare all sums of principal  and interest
outstanding  hereunder to be immediately  due and payable  without  presentment,
demand,  notice of  nonperformance,  notice  of  protest,  protest  or notice of
dishonor,  all  of  which  are  expressly  waived  by  each  Borrower,  and  the
obligation,  if any, of the holder to extend any further credit  hereunder shall
immediately  cease  and  terminate.  Each  Borrower  shall  pay  to  the  holder
immediately  upon demand the full  amount of all  payments,  advances,  charges,
costs and expenses,  including  reasonable  attorneys'  fees (to include outside
counsel fees and all allocated costs of the holder's in-house counsel), expended
or incurred by the holder in  connection  with the  enforcement  of the holder's
rights and/or the collection of any amounts which become due to the holder under
this Note,  and the  prosecution  or defense of any action in any way related to
this Note,  including  without  limitation,  any action for declaratory  relief,
whether incurred at the trial or appellate  level, in an arbitration  proceeding
or otherwise, and including any of the foregoing incurred in connection with any
bankruptcy proceeding  (including without limitation,  any adversary proceeding,
contested  matter or motion brought by Bank or any other person) relating to any
Borrower or any other person or entity.

b. Obligations  Joint and  Several. Should more than one person or entity sign
this Note as a Borrower,  the  obligations  of each such Borrower shall be joint
and several.

c. Governing  Law. This Note shall be governed by and  construed in accordance
with the laws of the State of Oregon.

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<PAGE>


UNDER OREGON LAW, MOST  AGREEMENTS,  PROMISES AND COMMITMENTS MADE BY BANK AFTER
OCTOBER 3, 1989 CONCERNING  LOANS AND OTHER CREDIT  EXTENSIONS WHICH ARE NOT FOR
PERSONAL,  FAMILY OR  HOUSEHOLD  PURPOSES  OR SECURED  SOLELY BY THE  BORROWER'S
RESIDENCE MUST BE IN WRITING,  EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE
ENFORCEABLE.

     IN WITNESS  WHEREOF,  the undersigned has executed this Note as of the date
first written above.

Rentrak Corporation

By:  /s/ Mark Thoenes
         Mark Thoenes, Chief Financial Officer



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